Battalion Oil Corp 2025年度报告

FORM 10-K ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year ended December 31, 2025Commission File Number: 001-35467 Battalion Oil Corporation(Exact name of registrant as specified in its charter) Delaware20-0700684(State or other jurisdiction of(I.R.S. Employerincorporation or organization)Identification Number) 820 Gessner Road, Suite 1100, Houston, TX 77024(Address of principal executive offices)(832)538-0300(Registrant’s telephone number)Securities registered pursuant to Section12(b) of the Act: Name of each exchange on which registered NYSE American BATL Common Stock par value$0.0001 Securities registered pursuant to Section12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2)has been subject to suchfiling requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growthcompany” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒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 withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☐No☒ As of March18, 2026, there were 18,256,563 shares outstanding of registrant’s $.0001 par value common stock. The aggregate market value ofshares of common stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter(based on the closing price on June30, 2025 reported by the NYSE American) was approximately $5.0 million. Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the SecuritiesExchange Act of 1934 subsequent to the distribution of securities made under a plan confirmed by a court. Yes☒No☐ DOCUMENTS INCORPORATED BY REFERENCE Information required by Part III, Items 10, 11, 12, 13, and 14, is incorporated by reference to portions of the registrant’s definitive proxy statementfor its 2026 annual meeting of stockholders which will be filed no later than 120 days after December 31, 2025. TABLE OF CONTENTS Special note regarding forward-looking statements3Glossary of Oil and Natural Gas Terms5PART IITEM 1.Business7ITEM 1A.Risk factors20ITEM 1B.Unresolved staff comments39ITEM 1C.Cybersecurity39ITEM 2.Properties40ITEM 3.Legal proceedings40ITEM 4.Mine safety disclosures40PART IIITEM 5.Market for registrant’s common equity, related stockholder matters and issuerpurchases of equity securities40ITEM 6.Reserved40ITEM 7.Management’s discussion and analysis of financial condition and results ofoperations41ITEM 7A.Quantitative and qualitative disclosures about market risk54ITEM 8.Consolidated financial statements and supplementary data55ITEM 9.Changes in and disagreements with accountants on accounting and financ