Battalion Oil Corp — Current Report (Form 8-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 30, 2026 

Battalion Oil Corporation

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: (832) 538-0300

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(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

◻    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

◻    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

◻    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

◻    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ◻

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
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On March 30, 2026, David Chang notified the Board of Directors (the “Board”) of Battalion Oil Corporation (the “Company”) of his decision to resign from the Board, including from his position as Chairman of the Compensation Committee and as a member of the Reserves Committee, effective March 31, 2026. Mr. Chang stated in his resignation letter that his resignation was not the result of any disagreement with the Company or any of its subsidiaries on any matter relating to their operations, policies, or practices.

Effective March 31, 2026, Ajay Jegadeesan tendered his resignation from the Board, including as a member of the Reserves and Nominating & Corporate Governance Committees. In his resignation letter, Mr. Jegadeesan indicated that his decision was not the result of any disagreement with the Company or any of its subsidiaries on any matter relating to their operations, policies, or practices.

The Board expressed its appreciation to both Mr. Chang and Mr. Jegadeesan for their service and contributions to the Company.

Copies of the resignation letters of Mr. Chang and Mr. Jegadeesan are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.

The Company is currently evaluating multiple highly qualified director candidates who are independent under applicable securities exchange listing standards and SEC rules, with the objective of potentially appointing one or more such individuals to the Board to replace the departing affiliated directors and further enhance the Board’s independence and governance profile.

The Board has elected to reduce the size of the Board to four (4) members, and such size may be adjusted from time to time based on future Board appointments, if any.

(d)Exhibits. The following exhibits are furnished as part of this Current Report on Form 8-K:

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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