News & Events

Other Events. On June 2, 2026, Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), filed a prospectus supplement (the “Resale Prospectus Supplement”) to the prospectus contained in its effective Registration Statement on Form S-3ASR (File No. 333-296399) covering the resale of up to 3,689,413 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), which may be used by the selling stockholder identified therein to resell shares of Common Stock receive…

Entry Into a Material Definitive Agreement. On the Closing Date, pursuant to the PSA, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with Seller pursuant to which the Company has agreed to prepare and file with the Securities and Exchange Commission (the “SEC”) a shelf registration statement, or a prospectus supplement to an existing registration statement, on Form S-3ASR, covering the resale of the Stock Consideration no later than the later to…

Unregistered Sales of Equity Securities. The description set forth under “Introductory Note” above of the issuance of the Stock Consideration pursuant to the PSA and the terms thereof is incorporated herein by reference. The Stock Consideration was issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof. The information contained in this Report is not an offer to sell or the solicitation of an offer…

Entry Into a Material Definitive Agreement. On May 22, 2026, Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), entered into an asset purchase and sale agreement (the “PSA”) among Parallax Energy Operating Inc., a corporation existing under the laws of the Province of Alberta (“Seller”), NOG Energy Canada, Ltd., a corporation existing under the laws of the Province of Alberta and a wholly owned subsidiary of the Company (“Purchaser”), and, for certain limited purposes, the Co…

Unregistered Sales of Equity Securities. The description set forth under

Results of Operations and Financial Condition . On April 28, 2026, Northern Oil and Gas, Inc. issued a press release announcing 2026 first quarter financial and operating results. A copy of the press release is furnished as Exhibit 99.1 hereto.

Other Events. On March 11, 2026, Northern Oil and Gas, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., as the underwriter (the “Underwriter”), relating to its previously announced public offering of 7,207,208 shares of common stock, par value $0.001 per share of the Company (“Common Stock” and, such offering, the “Equity Offering”). Under the terms of the Underwriting Agreement, the Company granted the Underwriter a 30-day…

Results of Operations and Financial Condition. On February 25, 2026, Northern Oil and Gas, Inc. issued a press release announcing 2025 fourth quarter and full year financial and operating results. A copy of the press release is furnished as Exhibit 99.1 hereto.

Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note and in

Entry Into a Material Definitive Agreement. Antero Upstream Purchase Agreement Amendment Under the Upstream Purchase Agreement, INR Holdings was to acquire an undivided 51% interest, and Northern was to acquire an undivided 49% interest, in the Upstream Assets. On February 22, 2026, the Buyers and Upstream Sellers entered into an amendment to the Upstream Purchase Agreement (the “Upstream Amendment”), pursuant to which, among other amendments, INR Holdings will acquire an undivided 60% intere…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Results of Operations and Financial Condition . On February 10, 2026, Northern Oil and Gas, Inc. issued a press release that includes preliminary financial and operating results for the fourth quarter of 2025. A copy of the press release is furnished as Exhibit 99.1 hereto.

Results of Operations and Financial Condition . On October 21, 2025, Northern Oil and Gas, Inc. issued a press release that includes preliminary financial and operating results for the third quarter of 2025. A copy of the press release is furnished as Exhibit 99.1 hereto.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant . The information required by

Entry into a Material Definitive Agreement. 2033 Notes Indenture On October 1, 2025, Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, as trustee, entered into an indenture (the “Indenture”), pursuant to which the Company issued $725,000,000 in aggregate principal amount of the Company’s 7.875% Senior Notes due 2033 (the “2033 Notes”). Interest and Maturity The 2033 Notes will mature on October 15, 2033, and interest on the 2033 No…

Other Events. On September 29, 2025, the Company issued a press release announcing the results of the Company’s tender offer (the “2028 Notes Tender Offer”) for any and all of its outstanding 8.125% Senior Notes due 2028 (the “2028 Notes”). The Company accepted for payment $684,943,000 aggregate principal amount of 2028 Notes validly tendered and not validly withdrawn in the 2028 Notes Tender Offer and made payment for such 2028 Notes on October 1, 2025 with a portion of the proceeds from the…