Основная статистика
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| CIK | 1104485 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Northern Oil and Gas, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| August 1, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2025 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commissio |
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| July 31, 2025 |
NOG Announces Second Quarter 2025 Results and Updates 2025 Guidance Exhibit 99.1 NOG Announces Second Quarter 2025 Results and Updates 2025 Guidance SECOND QUARTER HIGHLIGHTS •Total quarterly production of 134,094 Boe per day (57% oil), up 9% from the second quarter of 2024 •Oil volumes of 76,944 Bbl per day, up 10.5% from the second quarter of 2024 •Record Appalachian volumes of 123.5 MMcf per day •Uinta volumes up over 18.5% sequentially, marking the second cons |
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| July 24, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commissio |
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| July 24, 2025 |
NOG Provides Update on Second Quarter Hedging Results, Ground Game Progress and Other Matters Exhibit 99.1 NOG Provides Update on Second Quarter Hedging Results, Ground Game Progress and Other Matters Minneapolis – July 24, 2025 - Northern Oil and Gas, Inc. (NYSE: NOG) (“NOG” or the “Company”) today provided an update on a number of business matters including second quarter hedging results, an update on ground game transactions as well as a material settlement of a legal matter. BUSINESS U |
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| June 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2025 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commissio |
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| June 18, 2025 |
Northern Oil and Gas, Inc. $175,000,000 3.625% Convertible Senior Notes due 2029 Purchase Agreement Execution Version Exhibit 10.1 Northern Oil and Gas, Inc. $175,000,000 3.625% Convertible Senior Notes due 2029 Purchase Agreement June 12, 2025 Morgan Stanley & Co. LLC As representative of the several Initial Purchasers listed in Schedule 1 hereto c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Northern Oil and Gas, Inc., a Delaware corporation (the “Com |
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| June 18, 2025 |
Exhibit 10.2 Opening Transaction To: Northern Oil and Gas, Inc. From: [Dealer] Re: [Base]1 [Additional]2 Call Option Transaction Date: [], 2025 Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the call option transaction entered into on the Trade Date specified below (the “Transaction”) between [Dealer] (“Dealer”) and No |
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| June 18, 2025 |
Execution Version Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 17, 2025, between NORTHERN OIL AND GAS, INC., a Delaware corporation (together with its successors and assigns, the “Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”). W I T N E S S E T H: WHEREAS, the Company and the Trustee are |
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| June 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commissio |
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| June 13, 2025 |
NOG PRICES UPSIZED $175.0 MILLION REOPENING OF 3.625% CONVERTIBLE SENIOR NOTES DUE 2029 Exhibit 99.1 NOG PRICES UPSIZED $175.0 MILLION REOPENING OF 3.625% CONVERTIBLE SENIOR NOTES DUE 2029 •Reopening of existing 2029 convertible notes provides NOG with incremental strategic flexibility •A portion of the proceeds will be used to repurchase stock and purchase a hedge overlay intended to offset share dilution until the stock is above approximately $50.87 MINNEAPOLIS—(BUSINESS WIRE)—June |
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| June 12, 2025 |
NOG ANNOUNCES PROPOSED REOPENING OF 3.625% CONVERTIBLE SENIOR NOTES DUE 2029 Exhibit 99.1 NOG ANNOUNCES PROPOSED REOPENING OF 3.625% CONVERTIBLE SENIOR NOTES DUE 2029 •Reopening of existing 2029 convertible notes provides NOG with incremental strategic flexibility •A portion of the proceeds will be used to repurchase stock and purchase a hedge overlay intended to offset share dilution until the stock is above $50.87 MINNEAPOLIS—(BUSINESS WIRE)—June 12, 2025—Northern Oil an |
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| June 12, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commissio |
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| May 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2025 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commission |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commissi |
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| April 30, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. |
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| April 29, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2025 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commissi |
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| April 29, 2025 |
NOG Announces First Quarter 2025 Results Exhibit 99.1 NOG Announces First Quarter 2025 Results FIRST QUARTER HIGHLIGHTS •Record total quarterly production of 134,959 Boe per day (58% oil), up 13% from the first quarter of 2024 •Oil volumes of 78,675 Bbl per day, driven by strong well performance •Record Appalachian volumes of 113.5 Mmcfe per day •Uinta volumes up over 15% from prior quarter in first period of SM Energy Company’s operator |
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| April 16, 2025 |
NOG Provides Update on First Quarter Hedging Results and Shareholder Returns Exhibit 99.1 NOG Provides Update on First Quarter Hedging Results and Shareholder Returns Minneapolis – April 16, 2025 - Northern Oil and Gas, Inc. (NYSE: NOG) (“NOG” or the “Company”) today provided an update regarding first quarter hedging results and shareholder returns. HEDGING UPDATE Unrealized mark-to-market gains on derivatives for the first quarter were an estimated $9.0 – $10.0 million, d |
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| April 16, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2025 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commissi |
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| April 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary proxy statement. o Confidential, for use of the Commission Only ( |
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| April 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary proxy statement. o Confidential, for use of the Commission Only ( |
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| February 20, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33999 NORTHERN OIL AND GAS, INC. |
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| February 20, 2025 |
Northern Oil and Gas, Inc. Power of Attorney Exhibit 24.1 Northern Oil and Gas, Inc. Power of Attorney The undersigned director of Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), does hereby make, constitute and appoint Nicholas O’Grady and Chad Allen, and either of them, the undersigned’s true and lawful attorneys-in-fact and agents, with power of substitution and resubstitution, for the undersigned and in the undersigne |
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| February 20, 2025 |
Exhibit 99.1 CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 6500 RIVER PLACE BLVD, SUITE 3-200 AUSTIN, TEXAS 78730-1111 512-249-7000 306 WEST SEVENTH STREET, SUITE 302 FORT WORTH, TEXAS 76102-4987 817-336-2461 www.cgaus.com 1000 LOUISIANA STREET, SUITE 1900 HOUSTON, TEXAS 77002-5008 713-651-9944 January 18, 2025 Mr. James Evans Chief Technical Officer Northern Oil & Gas, Inc 4350 Baker |
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| February 20, 2025 |
DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The summary of general terms and provisions of the capital stock of Northern Oil and Gas, Inc. (the “Company”) set forth below does not purport to be complete and is subject to and qualified by reference to the Company’s Restated Certificate of Incorporation, as amended by the Certificate |
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| February 20, 2025 |
Exhibit 19.1 NORTHERN OIL AND GAS, INC. INSIDER TRADING POLICY and Guidelines with Respect to Certain Transactions in Company Securities Last Amended: December 11, 2023 Background Northern Oil and Gas, Inc. (the “Company”) and its directors, officers and employees must act in a manner that does not misuse material financial or other information that has not been publicly disclosed. Failure to do s |
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| February 19, 2025 |
NOG Announces Fourth Quarter and Full Year 2024 Results; Provides Detailed 2025 Guidance Exhibit 99.1 NOG Announces Fourth Quarter and Full Year 2024 Results; Provides Detailed 2025 Guidance FOURTH QUARTER HIGHLIGHTS •Production of 131,777 Boe per day (59.9% oil), a 15% increase from the fourth quarter of the prior year •GAAP cash flow from operations of $290.3 million. Excluding changes in net working capital, cash flow from operations was $358.9 million •Capital expenditures of $258 |
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| February 19, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2025 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commi |
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| February 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2025 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commi |
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| February 13, 2025 |
Exhibit 99.1 NOG Provides Fourth Quarter 2024 Operational Update; Provides Initial 2025 Capital and Production Guidance; Announces Signing of $40 Million Bolt-On Acquisition in First Quarter MINNEAPOLIS—(BUSINESS WIRE)—Northern Oil and Gas, Inc. (NYSE: NOG) (the “Company” or “NOG”) today announced a fourth quarter 2024 operations update and is providing initial 2025 capital and production guidance |
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| January 29, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2025 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commis |
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| January 29, 2025 |
Exhibit 99.1 NOG Declares $0.45 Quarterly Cash Dividend, 12.5% Increase Year over Year; Provides Update on Share Repurchases Minneapolis – January 28, 2025 - Northern Oil and Gas, Inc. (NYSE: NOG) (“NOG” or the “Company”) declared its first quarter common stock dividend and provided an update regarding fourth quarter share repurchases. DIVIDEND DECLARATION NOG’s Board of Directors has declared a c |
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| December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2024 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commi |
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| November 8, 2024 |
SC 13G 1 northernoilandgasinc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * NORTHERN OIL AND GAS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 665531307 (CUSIP Number) SEPTEMBER 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| November 6, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. |
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| November 6, 2024 |
Exhibit 10.1 NORTHERN OIL AND GAS, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE (COMPOUND ANNUALIZED TSR) Pursuant to the terms and conditions of the Northern Oil and Gas, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Plan”), Northern Oil and Gas, Inc. (the “Company”) hereby grants to the individual listed below (“you” |
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| November 6, 2024 |
Exhibit 10.2 NORTHERN OIL AND GAS, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE (RELATIVE TSR) Pursuant to the terms and conditions of the Northern Oil and Gas, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Plan”), Northern Oil and Gas, Inc. (the “Company”) hereby grants to the individual listed below (“you” or the “Pa |
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| November 5, 2024 |
NOG Announces Third Quarter 2024 Results, Achieves Record Oil Production Exhibit 99.1 NOG Announces Third Quarter 2024 Results, Achieves Record Oil Production THIRD QUARTER HIGHLIGHTS •Production of 121,815 Boe per day (58% oil), up 19% from the third quarter of 2023 •Record oil volumes of 70,913 Bbl per day, despite only 9.5 net turn-in-lines during the quarter •GAAP net income of $298.4 million, Adjusted Net Income of $141.1 million and Adjusted EBITDA of $412.4 mill |
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| November 5, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2024 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commis |
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| October 24, 2024 |
NOG Provides Third Quarter 2024 Operational Update Exhibit 99.1 NOG Provides Third Quarter 2024 Operational Update MINNEAPOLIS—(BUSINESS WIRE)—Northern Oil and Gas, Inc. (NYSE: NOG) (the “Company” or “NOG”) today announced a third quarter 2024 operations update. THIRD QUARTER HIGHLIGHTS •Production estimated to be 121.6 – 121.8 MBoe per day •Oil volumes estimated to have increased quarter-over-quarter to record levels despite a lower 9.5 net wells |
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| October 24, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2024 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commis |
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| October 2, 2024 |
NOG Closes Uinta Basin Acquisition Exhibit 99.1 NOG Closes Uinta Basin Acquisition MINNEAPOLIS-(BUSINESS WIRE)- Northern Oil and Gas, Inc. (NYSE: NOG) (“NOG”) closed its previously announced acquisition of Uinta Basin assets from XCL Resources, LLC (“XCL”) on October 1, 2024. The closing included the assets previously owned by Altamont Energy, LLC (“Altamont”). These transactions provide NOG with over a decade of Tier 1 inventory a |
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| October 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2024 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commiss |
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| September 26, 2024 |
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| September 26, 2024 |
FORM SD Specialized Disclosure Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report NORTHERN OIL AND GAS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (State or other jurisdiction of incorporation or organization) 001-33999 (Commission File Number) 95-3848122 (IRS Employer Identification No.) 4350 Baker Road – Suite 400 Minnetonka, Minnesota (Addre |
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| September 26, 2024 |
Exhibit 2.01 PAYMENTS SEGMENT PROJECT / SUBNATIONAL POLITICAL JURISDICTION RESOURCE / METHOD OF EXTRACTION GOVERNMENTAL RECIPIENT / COUNTRY PAYMENT TYPE PAYMENT AMOUNT (in USD) FISCAL YEAR N/A (1) (2) Oil and Natural Gas / Wells (3) Federal Government / United States N/A $ (4) 2023 Total payments Company Federal Income Taxes $ (4) 2023 Total payments to United States federal government $ (4) 2023 |
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| September 26, 2024 |
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT UNITED STATES Federal Government [Member] Oil and Natural Gas [Member] |
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| July 31, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. |
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| July 31, 2024 |
CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF NORTHERN OIL AND GAS, INC. Exhibit 3.3 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF NORTHERN OIL AND GAS, INC. The undersigned, Erik J. Romslo, Chief Legal Officer and Secretary of Northern Oil and Gas, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: |
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| July 30, 2024 |
NOG Announces Second Quarter 2024 Results, Updates 2024 Guidance Exhibit 99.1 NOG Announces Second Quarter 2024 Results, Updates 2024 Guidance SECOND QUARTER HIGHLIGHTS •Record quarterly production of 123,342 Boe per day (57% oil), increases of 3% from the first quarter of 2024 and 36% from the second quarter of 2023 •GAAP net income of $138.6 million, Adjusted Net Income of $147.8 million and Adjusted EBITDA of $413.1 million. See “Non-GAAP Financial Measures” |
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| July 30, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2024 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commissio |
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| July 29, 2024 |
NOG Provides Shareholder Return Update; Plans Mid-Year Increase to Quarterly Dividend Exhibit 99.1 NOG Provides Shareholder Return Update; Plans Mid-Year Increase to Quarterly Dividend HIGHLIGHTS •Repurchased 895,076 shares of common stock during Q2 2024 •Repurchased 1,444,432 shares in total during Q1 and Q2 2024 •Board of Directors approved new $150 million share repurchase authorization •Management will recommend that the Board of Directors approve a 5% mid-year increase to NOG’ |
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| July 29, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commissio |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2024 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commissio |
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| May 28, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commission |
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| April 30, 2024 |
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT Exhibit 10.1 THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of April 29, 2024, is among NORTHERN OIL AND GAS, INC., a Delaware corporation (the “Borrower”), each of the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, together w |
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| April 30, 2024 |
NOG Announces First Quarter 2024 Results, Achieves New Quarterly Production Record Exhibit 99.1 NOG Announces First Quarter 2024 Results, Achieves New Quarterly Production Record FIRST QUARTER HIGHLIGHTS •Record quarterly production of 119,436 Boe per day (59% oil), increases of 4% from the fourth quarter of 2023 and 37% from the first quarter of 2023 •GAAP net income of $11.6 million, Adjusted Net Income of $130.5 million and Adjusted EBITDA of $387.0 million. See “Non-GAAP Fin |
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| April 30, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. |
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| April 30, 2024 |
Exhibit 10.1 NORTHERN OIL AND GAS, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE (RELATIVE TSR) Pursuant to the terms and conditions of the Northern Oil and Gas, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Plan”), Northern Oil and Gas, Inc. (the “Company”) hereby grants to the individual listed below (“you” or the “Pa |
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| April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2024 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commissi |
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| April 16, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2024 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commissi |
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| April 16, 2024 |
NOG Provides Update on First Quarter Hedging Results and Stock Repurchases Exhibit 99.1 NOG Provides Update on First Quarter Hedging Results and Stock Repurchases Minneapolis – April 16, 2024 - Northern Oil and Gas, Inc. (NYSE: NOG) (“NOG” or the “Company”) today provided an update regarding first quarter hedging results and stock repurchases. HEDGING UPDATE The Company periodically enters into derivative agreements to hedge a portion of its commodity pricing exposure. F |
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| April 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary proxy statement. o Confidential, for use of the Commission Only ( |
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| April 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary proxy statement. o Confidential, for use of the Commission Only ( |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary proxy statement. o Confidential, for use of the Commission Only ( |
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| February 23, 2024 |
Exhibit 10.20 NORTHERN OIL AND GAS, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD GRANT NOTICE Pursuant to the terms and conditions of the Northern Oil and Gas, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Plan”), Northern Oil and Gas, Inc. (the “Company”) hereby grants to the individual listed below (“you” or the “Participant”) the following restricted |
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| February 23, 2024 |
Northern Oil and Gas, Inc. Power of Attorney Exhibit 24.1 Northern Oil and Gas, Inc. Power of Attorney The undersigned director of Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), does hereby make, constitute and appoint Nicholas O’Grady and Chad Allen, and either of them, the undersigned’s true and lawful attorneys-in-fact and agents, with power of substitution and resubstitution, for the undersigned and in the undersigne |
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| February 23, 2024 |
CLAWBACK POLICY NORTHERN OIL AND GAS, INC. Effective Date: June 29, 2023 Exhibit 97 CLAWBACK POLICY NORTHERN OIL AND GAS, INC. Effective Date: June 29, 2023 PURPOSE Northern Oil and Gas, Inc. (the “Company”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directo |
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| February 23, 2024 |
NORTHERN OIL AND GAS, INC. AMENDED AND RESTATED WARRANT TO PURCHASE COMMON SHARES December 2, 2022 Exhibit 4.6 Execution Version NORTHERN OIL AND GAS, INC. AMENDED AND RESTATED WARRANT TO PURCHASE COMMON SHARES December 2, 2022 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS WARRANT AND THE SECURITIES ISSUABLE UPON E |
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| February 23, 2024 |
Exhibit 10.17 NORTHERN OIL AND GAS, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE (RELATIVE TSR) Pursuant to the terms and conditions of the Northern Oil and Gas, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Plan”), Northern Oil and Gas, Inc. (the “Company”) hereby grants to the individual listed below (“you” or the “P |
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| February 23, 2024 |
Exhibit 10.19 NORTHERN OIL AND GAS, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN PERFORMANCE-BASED SHARE APPRECIATION AWARD GRANT NOTICE Pursuant to the terms and conditions of the Northern Oil and Gas, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Plan”), Northern Oil and Gas, Inc. (the “Company”) hereby grants to the individual listed below (“you” or the “Participant”) the f |
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| February 23, 2024 |
DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The summary of general terms and provisions of the capital stock of Northern Oil and Gas, Inc. (the “Company”) set forth below does not purport to be complete and is subject to and qualified by reference to the Company’s Restated Certificate of Incorporation (the “Certificate of Incorpora |
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| February 23, 2024 |
Exhibit 10.18 NORTHERN OIL AND GAS, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE (COMPOUND ANNUALIZED TSR) Pursuant to the terms and conditions of the Northern Oil and Gas, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Plan”), Northern Oil and Gas, Inc. (the “Company”) hereby grants to the individual listed below (“you |
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| February 23, 2024 |
Exhibit 99.1 CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 6500 RIVER PLACE BLVD, SUITE 3-200 AUSTIN, TEXAS 78730-1111 512-249-7000 306 WEST SEVENTH STREET, SUITE 302 FORT WORTH, TEXAS 76102-4987 817-336-2461 www.cgaus.com 1000 LOUISIANA STREET, SUITE 1900 HOUSTON, TEXAS 77002-5008 713-651-9944 January 26, 2024 Mr. James Evans Chief Technical Officer Northern Oil & Gas, Inc 4350 Baker |
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| February 23, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33999 NORTHERN OIL AND GAS, INC. |
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| February 22, 2024 |
NOG Announces Fourth Quarter and Full Year 2023 Results; Provides Detailed 2024 Guidance Exhibit 99.1 NOG Announces Fourth Quarter and Full Year 2023 Results; Provides Detailed 2024 Guidance FOURTH QUARTER HIGHLIGHTS •Production of 114,363 Boe per day (60.2% oil), a 45% increase from the fourth quarter of the prior year •GAAP cash flow from operations of $342.4 million. Excluding changes in net working capital, cash flow from operations was $365.9 million, an increase of 56% from the |
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| February 22, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commi |
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| February 16, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2024 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commi |
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| February 16, 2024 |
Exhibit 99.1 NOG Provides Fourth Quarter 2023 Operations Update and Preliminary 2024 Guidance Company Sees 20% Year over Year Growth in Production MINNEAPOLIS—(BUSINESS WIRE)—Northern Oil and Gas, Inc. (NYSE: NOG) (the “Company” or “NOG”) today announced a fourth quarter 2023 operations update, also highlighting elective Ground Game acquisitions, and preliminary 2024 guidance. HIGHLIGHTS •Fourth q |
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| February 9, 2024 |
NOG / Northern Oil and Gas, Inc. / Capital World Investors - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Northern Oil and Gas, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 665531307 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| January 10, 2024 |
NOG / Northern Oil and Gas, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SC 13G 1 tv0007-northernoilandgasinc.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Northern Oil and Gas Inc Title of Class of Securities: Common Stock CUSIP Number: 665531307 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule purs |
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| January 5, 2024 |
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.2 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is entered into as of December 29, 2023 (the “Effective Date”), by and between Northern Oil and Gas, Inc., a Delaware corporation (the “Company”) and Adam Dirlam (the “Executive”). WHEREAS, the Company and the Executive are party to that certain Amended and Restat |
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| January 5, 2024 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is entered into as of December 29, 2023 (the “Effective Date”), by and between Northern Oil and Gas, Inc., a Delaware corporation (the “Company”) and Nicholas O’Grady (the “Executive”). WHEREAS, the Company and the Executive are party to that certain Employment Agreement, dated |
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| January 5, 2024 |
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.5 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is entered into as of December 29, 2023 (the “Effective Date”), by and between Northern Oil and Gas, Inc., a Delaware corporation (the “Company”) and James Evans (the “Executive”). WHEREAS, the Company and the Executive are party to that certain Amended and Restat |
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| January 5, 2024 |
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.4 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is entered into as of December 29, 2023 (the “Effective Date”), by and between Northern Oil and Gas, Inc., a Delaware corporation (the “Company”) and Chad Allen (the “Executive”). WHEREAS, the Company and the Executive are party to that certain Amended and Restate |
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| January 5, 2024 |
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.3 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is entered into as of December 29, 2023 (the “Effective Date”), by and between Northern Oil and Gas, Inc., a Delaware corporation (the “Company”) and Erik Romslo (the “Executive”). WHEREAS, the Company and the Executive are party to that certain Amended and Restat |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2023 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commi |
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| November 2, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. |
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| November 1, 2023 |
NOG Announces Third Quarter 2023 Results, Achieves New Quarterly Production Record Exhibit 99.1 NOG Announces Third Quarter 2023 Results, Achieves New Quarterly Production Record THIRD QUARTER HIGHLIGHTS •Record quarterly production of 102,327 Boe per day (62% oil), increases of 13% from the second quarter of 2023 and 29% from the third quarter of 2022 •GAAP net income of $26.1 million, Adjusted Net Income of $161.2 million and Adjusted EBITDA of $385.5 million. See “Non-GAAP Fi |
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| November 1, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2023 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commis |
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| October 25, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2023 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commis |
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| October 25, 2023 |
NOG Provides Preliminary Financial and Operational Updates for the Third Quarter of 2023 Exhibit 99.1 NOG Provides Preliminary Financial and Operational Updates for the Third Quarter of 2023 HIGHLIGHTS •Strong organic and Ground Game activity driving additional development •Q3 Ground Game transactions expected to add 5.7 net in-process and future drilling locations, and approximately 514 net acres •Year-to-date NOG has closed 31 Ground Game transactions, expected to add 24.9 net in-pr |
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| October 13, 2023 |
Exhibit 1.1 Execution Version NORTHERN OIL AND GAS, INC. 6,500,000 Shares of Common Stock UNDERWRITING AGREEMENT October 10, 2023 Citigroup Global Markets Inc. As representative of the several Underwriters named in Schedule I hereto c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Northern Oil and Gas, Inc., a Delaware corporation (the “Company” |
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| October 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2023 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commis |
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| October 12, 2023 |
6,500,000 Shares Northern Oil and Gas, Inc. Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-271933 Prospectus Supplement to Prospectus Dated May 15, 2023 6,500,000 Shares Northern Oil and Gas, Inc. Common Stock We are offering 6,500,000 shares of our common stock, par value $0.001 per share (our “common stock”). See “Description of Capital Stock” beginning on page 7 of the accompanying prospectus for a more complete |
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| October 12, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Northern Oil and Gas, Inc. |
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| October 10, 2023 |
6,500,000 Shares Northern Oil and Gas, Inc. Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-271933 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanyi |
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| August 18, 2023 |
Northern Oil and Gas, Inc. 4350 Baker Road, Suite 400 Minnetonka, Minnesota 55343 Northern Oil and Gas, Inc. 4350 Baker Road, Suite 400 Minnetonka, Minnesota 55343 August 18, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Northern Oil and Gas, Inc. Form 10-K for the Fiscal Year ended December 31, 2022 Filed February 24, 2023 File No. 001-33999 Ladies and Gentlemen: This letter sets forth the r |
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| August 15, 2023 |
Exhibit 99.1 NOG Closes Novo Acquisition MINNEAPOLIS-(BUSINESS WIRE)- Northern Oil and Gas, Inc. (NYSE: NOG) (“NOG”) closed its previously announced acquisition of Northern Delaware Basin assets from Novo Oil & Gas Holdings, LLC, an EnCap portfolio company (“Novo”), on August 15, 2023. NOG jointly acquired the assets with Earthstone Energy, Inc. (“Earthstone”), which will become the operator of su |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2023 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commiss |
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| August 14, 2023 |
Joint Filing Agreement pursuant to Rule 13d-1(k). Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned in the capacities set forth below. |
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| August 14, 2023 |
NOG / Northern Oil and Gas Inc. / TRT Holdings Inc - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 25)* NORTHERN OIL AND GAS, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securi |
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| August 4, 2023 |
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT Exhibit 10.1 SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of August 2, 2023 but effective as of the Second Amendment Effective Date (as defined below), is among NORTHERN OIL AND GAS, INC., a Delaware corporation (the “Borrower”), each of the Lenders party hereto and WELLS FARGO BANK |
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| August 4, 2023 |
NORTHERN OIL AND GAS, INC. 4350 Baker Road, Suite 400 Minnetonka, Minnesota 55343 August 3, 2023 Exhibit 10.2 NORTHERN OIL AND GAS, INC. 4350 Baker Road, Suite 400 Minnetonka, Minnesota 55343 August 3, 2023 CONFIDENTIAL TRT Holdings, Inc. 4001 Maple Avenue Suite 600 Dallas, Texas 75219 Ladies and Gentlemen: This termination of agreement (this “Termination Agreement”), dated as of the date written above (the “Effective Date”), is by and among Robert B. Rowling, Cresta Investments, LLC, Cresta |
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| August 4, 2023 |
Exhibit 99.1 NORTHERN OIL AND GAS, INC. 4350 Baker Road, Suite 400 Minnetonka, Minnesota 55343 August 3, 2023 CONFIDENTIAL TRT Holdings, Inc. 4001 Maple Avenue Suite 600 Dallas, Texas 75219 Ladies and Gentlemen: This termination of agreement (this “Termination Agreement”), dated as of the date written above (the “Effective Date”), is by and among Robert B. Rowling, Cresta Investments, LLC, Cresta |
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| August 4, 2023 |
NOG / Northern Oil and Gas Inc. / TRT Holdings Inc - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 24)* NORTHERN OIL AND GAS, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securi |
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| August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2023 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commissi |
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| August 3, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. |
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| August 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2023 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commissi |
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| August 2, 2023 |
NOG Announces Second Quarter 2023 Results, Including Record Quarterly Production Exhibit 99.1 NOG Announces Second Quarter 2023 Results, Including Record Quarterly Production SECOND QUARTER HIGHLIGHTS •Record quarterly production of 90,878 Boe per day (60% oil), increases of 4% from the first quarter of 2023 and 25% from the second quarter of 2022 •Net income of $167.8 million and Adjusted EBITDA of $315.5 million. See “Non-GAAP Financial Measures” below •Cash flow from operat |
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| July 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2023 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commissio |
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| July 25, 2023 |
NOG Provides Update on 2023 Guidance and Preliminary Second Quarter Financial and Operational Update Exhibit 99.1 NOG Provides Update on 2023 Guidance and Preliminary Second Quarter Financial and Operational Update MINNEAPOLIS-(BUSINESS WIRE)- Northern Oil and Gas, Inc. (NYSE: NOG) (“NOG” or the “Company”) today provided an update to 2023 guidance and a preliminary second quarter financial and operational update. UPDATED GUIDANCE NOG is updating guidance for full year 2023 to reflect the followin |
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| July 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commissio |
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| June 16, 2023 |
EX-99.1 Exhibit 99.1 NOG Announces Joint Acquisition of Northern Delaware Basin Permian Assets Largest Transaction in Company History to be Highly Accretive to Key Financial Metrics, Adds ~5,600 Net Acres to Delaware Basin Portfolio HIGHLIGHTS • Joint acquisition with Earthstone Energy, Inc. (“Earthstone”) of certain assets (the “Novo Assets”) of Novo Oil & Gas Holdings, LLC, an EnCap portfolio co |
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| June 16, 2023 |
EX-2.1 Exhibit 2.1 Execution Version ACQUISITION AND COOPERATION AGREEMENT This Acquisition and Cooperation Agreement (this “Agreement”) is dated as of June 14, 2023 (the “Execution Date”) and is entered into by and between Earthstone Energy Holdings, LLC, a Delaware limited liability company (“Earthstone”) and Northern Oil and Gas, Inc., a Delaware corporation (“Northern”). Earthstone and Norther |
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| June 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2023 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commissio |
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| May 31, 2023 |
As filed with the Securities and Exchange Commission on May 31, 2023 S-8 POS As filed with the Securities and Exchange Commission on May 31, 2023 No. 333-227948 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NORTHERN OIL AND GAS, INC. (Exact name of registrant as specified in its charter) Delaware 95-3848122 (State or other jurisdiction of inc |
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| May 31, 2023 |
EX-24.1 Exhibit 24.1 NORTHERN OIL AND GAS, INC. Power of Attorney The undersigned director of Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), hereby constitutes and appoints Nicholas O’Grady, Chad Allen and Erik J. Romslo, jointly and severally, with full power to act without the joinder of others, as his true and lawful attorneys-in-fact and agents, each with full power of sub |
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| May 31, 2023 |
U.S. Securities and Exchange Commission Youâve Exceeded the SECâs Traffic Limit Your request rate has exceeded the SECâs maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains |
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| May 31, 2023 |
As filed with the Securities and Exchange Commission on May 31, 2023 S-8 As filed with the Securities and Exchange Commission on May 31, 2023 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NORTHERN OIL AND GAS, INC. (Exact name of registrant as specified in its charter) Delaware 95-3848122 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer |
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| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commission |
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| May 26, 2023 |
NORTHERN OIL AND GAS, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN Exhibit 99.1 NORTHERN OIL AND GAS, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Northern Oil and Gas, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Plan”) is to attract and retain the best available personnel for positions of responsibility with the Company, to provide additional incentives to them and align their interests with those of the Comp |
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| May 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commission |
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| May 19, 2023 |
EX-1.1 Exhibit 1.1 Execution Version NORTHERN OIL AND GAS, INC. 6,650,000 Shares of Common Stock UNDERWRITING AGREEMENT May 15, 2023 RBC Capital Markets, LLC Morgan Stanley & Co. LLC As representatives of the several Underwriters named in Schedule I hereto c/o RBC Capital Markets, LLC Three World Financial Center, 200 Vesey Street New York, New York 10281 c/o Morgan Stanley & Co. LLC 1585 Broadway |
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| May 19, 2023 |
EX-4.1 Exhibit 4.1 Execution Version NORTHERN OIL AND GAS, INC. 8.750% SENIOR NOTES DUE 2031 INDENTURE Dated as of May 15, 2023 WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 38 Section 1.03 Rules of Construction 39 ARTICLE 2 THE NOTES Section 2.01 Form and Datin |
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| May 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commission |
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| May 17, 2023 |
6,650,000 Shares Northern Oil and Gas, Inc. Common Stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-271933 Prospectus Supplement to Prospectus Dated May 15, 2023 6,650,000 Shares Northern Oil and Gas, Inc. Common Stock We are offering 6,650,000 shares of our common stock, par value $0.001 per share (our “common stock”). See “Description of Capital Stock” beginning on page 7 of the accompanying prospectus for a more com |
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| May 17, 2023 |
Youâve Exceeded the SECâs Traffic Limit EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Northern Oil and Gas, Inc. |
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| May 15, 2023 |
6,650,000 Shares Northern Oil and Gas, Inc. Common Stock 424B5 Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed. |
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| May 15, 2023 |
As filed with the Securities and Exchange Commission on May 15, 2023 S-3ASR As filed with the Securities and Exchange Commission on May 15, 2023 Registration No. |
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| May 15, 2023 |
EX-24.1 Exhibit 24.1 NORTHERN OIL AND GAS, INC. Power of Attorney The undersigned director of Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), hereby constitutes and appoints Nicholas O’Grady, Chad Allen and Erik J. Romslo, jointly and severally, with full power to act without the joinder of others, as his true and lawful attorneys-in-fact and agents, each with full power of sub |
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| May 15, 2023 |
U.S. Securities and Exchange Commission Youâve Exceeded the SECâs Traffic Limit Your request rate has exceeded the SECâs maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains |
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| May 8, 2023 |
NOG ANNOUNCES PROPOSED AGGREGATE $450 MILLION PRIVATE OFFERING OF SENIOR NOTES EX-99.1 Exhibit 99.1 NOG ANNOUNCES PROPOSED AGGREGATE $450 MILLION PRIVATE OFFERING OF SENIOR NOTES MINNEAPOLIS—(BUSINESS WIRE)—May 8, 2023— Northern Oil and Gas, Inc. (NYSE: NOG) (the “Company” or “NOG”) today announced that it intends to offer for sale (the “Offering”) in a private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”), to eli |
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| May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commission |
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| May 8, 2023 |
NOG ANNOUNCES PRICING OF AN UPSIZED PRIVATE OFFERING OF SENIOR NOTES EX-99.1 Exhibit 99.1 NOG ANNOUNCES PRICING OF AN UPSIZED PRIVATE OFFERING OF SENIOR NOTES MINNEAPOLIS—(BUSINESS WIRE)—May 8, 2023— Northern Oil and Gas, Inc. (NYSE: NOG) (the “Company” or “NOG”) today announced that it has priced an upsized private placement (the “Offering”) under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”), to eligible purchasers, o |
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| May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commission |
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| May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commission |
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| May 8, 2023 |
EX-99.1 Exhibit 99.1 CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 13640 BRIARWICK DRIVE, SUITE 100 306 WEST SEVENTH STREET, SUITE 302 1000 LOUISIANA STREET, SUITE 1900 AUSTIN, TEXAS 78729-1107 FORT WORTH, TEXAS 76102-4987 HOUSTON, TEXAS 77002-5008 512-249-7000 817- 336-2461 713-651-9944 www.cgaus.com February 24, 2023 Mr. Jim Evans Northern Oil and Gas, Inc. 601 Carlson Parkway, Suit |
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| May 5, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commission |
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| May 4, 2023 |
NOG Announces First Quarter 2023 Results, Including Record Quarterly Production Exhibit 99.1 NOG Announces First Quarter 2023 Results, Including Record Quarterly Production FIRST QUARTER HIGHLIGHTS •Record quarterly production of 87,385 Boe per day (62% oil), an increase of 23% from the first quarter of 2022. •Net income of $340.2 million and record Adjusted EBITDA of $325.5 million. See “Non-GAAP Financial Measures” below. •Cash flow from operations of $269.3 million. Exclud |
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| April 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2023 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commissi |
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| April 19, 2023 |
NOG Provides Update on First Quarter Hedging Results and Capital Allocation Exhibit 99.1 NOG Provides Update on First Quarter Hedging Results and Capital Allocation MINNEAPOLIS-(BUSINESS WIRE)- Northern Oil and Gas, Inc. (NYSE: NOG) (“NOG” or the “Company”) today provided an update regarding first quarter hedging results and capital allocation matters. HEDGING UPDATE The Company periodically enters into derivative agreements to hedge a portion of its commodity pricing exp |
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| April 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary proxy statement. o Confidential, for use of the Commission Only ( |
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| April 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary proxy statement. o Confidential, for use of the Commission Only ( |
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| April 13, 2023 |
NOG / Northern Oil and Gas Inc. / ANGELO GORDON & CO., L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 22)* Northern Oil and Gas, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 665531109 (CUSIP NUMBER) Christopher D. Moore Angelo, Gordon & Co, L.P. 245 Park Avenue, 26th Floor New York, NY 10167 Tel. |
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| March 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commissio |
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| March 6, 2023 |
noginvestorxpptx03x03x2 Investor Presentation March 2023 | 1 Investor Presentation March 2023 Investor Presentation March 2023 | 2 Contents I. |
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| February 24, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33999 NORTHERN OIL AND GAS, INC. |
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| February 24, 2023 |
Exhibit 99.1 CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 13640 BRIARWICK DRIVE, SUITE 100 AUSTIN, TEXAS 78729-1707 512-249-7000 306 WEST SEVENTH STREET, SUITE 302 FORT WORTH, TEXAS 76102-4987 817-336-2461 www.cgaus.com 1000 LOUISIANA STREET, SUITE 1900 HOUSTON, TEXAS 77002-5008 713-651-9944 January 30, 2023 Mr. James Evans EVP & Chief Engineer Northern Oil & Gas, Inc 4350 Baker Road |
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| February 24, 2023 |
Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The summary of general terms and provisions of the capital stock of Northern Oil and Gas, Inc. (the “Company”) set forth below does not purport to be complete and is subject to and qualified by reference to the Company’s Restated Certificate of Incorporation (the “Certificate of Incorpora |
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| February 24, 2023 |
Exhibit 10.23 To: [Name] From: Northern Oil and Gas, Inc. Date: [, 2022] Re: 2022 Executive Compensation Program – Relative TSR Award under the Company’s 2018 Equity Compensation Plan (the “Plan”) As we have discussed, today the Compensation Committee (the “Committee”) approved the 2022 Executive Compensation Program, which includes a performance-based award (“Award”) under the Plan to be settled |
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| February 24, 2023 |
Northern Oil and Gas, Inc. Power of Attorney Exhibit 24.1 Northern Oil and Gas, Inc. Power of Attorney The undersigned director of Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), does hereby make, constitute and appoint Nicholas O’Grady and Chad Allen, and either of them, the undersigned’s true and lawful attorneys-in-fact and agents, with power of substitution and resubstitution, for the undersigned and in the undersigne |
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| February 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commi |
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| February 23, 2023 |
NOG Announces Fourth Quarter and Full Year 2022 Results; Initiates 2023 Guidance Exhibit 99.1 NOG Announces Fourth Quarter and Full Year 2022 Results; Initiates 2023 Guidance FOURTH QUARTER HIGHLIGHTS •Production of 78,854 Boe per day (59.5% oil), a 23% increase from the fourth quarter of the prior year. •GAAP cash flow from operations of $287.4 million. Excluding changes in net working capital, cash flow from operations was $234.4 million, an increase of 48% from the fourth q |
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| February 9, 2023 |
NOG / Northern Oil & Gas, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01531-northernoilandgasinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Northern Oil and Gas Inc. Title of Class of Securities: Common Stock CUSIP Number: 665531307 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box |
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| February 6, 2023 |
Exhibit 99.1 NOG Declares $0.34 Quarterly Cash Dividend, 13% Increase over Prior Quarter Provides Operations and Shareholder Return Updates MINNEAPOLIS-(BUSINESS WIRE)- Northern Oil and Gas, Inc. (NYSE: NOG) (“NOG” or the “Company”) today announced that its Board of Directors has declared a cash dividend on the Company’s common stock. The Company is also providing operational and shareholder retur |
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| February 6, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2023 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commis |
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| February 1, 2023 |
NOG / Northern Oil & Gas, Inc. / ANGELO GORDON & CO., L.P. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 21)* Northern Oil and Gas, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 665531109 (CUSIP NUMBER) Christopher D. Moore Angelo, Gordon & Co, L.P. 245 Park Avenue, 26th Floor New York, NY 10167 Tel. No.: (21 |
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| January 20, 2023 |
Exhibit 3.1 NORTHERN OIL AND GAS, INC. AMENDED AND RESTATED BYLAWS As Adopted and Effective on January 19, 2023 TABLE OF CONTENTS STOCKHOLDERS MEETINGS 1 1. Time and Place of Meetings 1 2. Annual Meetings 1 3. Special Meetings 1 4. Recesses, Adjournments and Postponements 1 5. Notice of Meetings 1 6. Inspectors 1 7. Voting; Rights 1 8. Proxies 2 9. Quorum 2 10. Acts of Stockholders 2 11. Advance N |
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| January 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2023 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commis |
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| January 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2023 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commiss |
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| January 9, 2023 |
EX-2.2 2 exhibit22-mpdcx1stamendmen.htm EX-2.2 FIRST AMENDMENT Exhibit 2.2 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT This First Amendment to Purchase and Sale Agreement (this “First Amendment”), dated December 13, 2022 (the “First Amendment Execution Date”), is by and between Midland-Petro D.C. Partners, LLC, a Texas limited liability company, and Collegiate Midstream, a Texas limited liabili |
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| January 9, 2023 |
Exhibit 2.3 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT This Second Amendment to Purchase and Sale Agreement (this “Second Amendment”), dated January 5, 2023, is by and between Midland-Petro D.C. Partners, LLC, a Texas limited liability company, and Collegiate Midstream, a Texas limited liability (each, a “Seller Party,” and collectively, “Seller”), and Northern Oil and Gas, Inc., a Delaware c |
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| January 9, 2023 |
NOG Announces Closing of Upsized Acquisition in Core Midland Basin Development Project Exhibit 99.1 NOG Announces Closing of Upsized Acquisition in Core Midland Basin Development Project HIGHLIGHTS •NOG closes previously announced acquisition of non-operated interests in a stacked pay, six-zone development project (the “Mascot Project”) in the core of the Midland Basin •Acquisition upsized from original announcement, with NOG acquiring an additional 3.25% working interest in the Mas |
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| December 14, 2022 |
NOG / Northern Oil & Gas, Inc. / ANGELO GORDON & CO., L.P. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 20)* Northern Oil and Gas, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 665531109 (CUSIP NUMBER) Christopher D. Moore Angelo, Gordon & Co, L.P. 245 Park Avenue, 26th Floor New York, NY 10167 Tel. No.: (21 |
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| November 21, 2022 |
NOG / Northern Oil & Gas, Inc. / ANGELO GORDON & CO., L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 19)* Northern Oil and Gas, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 665531109 (CUSIP NUMBER) Christopher D. Moore Angelo, Gordon & Co, L.P. 245 Park Avenue, 26th Floor New York, NY 10167 Tel. |
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| November 16, 2022 |
NOG / Northern Oil & Gas, Inc. / TRT Holdings Inc - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 23)* NORTHERN OIL AND GAS, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securi |
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| November 16, 2022 |
NOG / Northern Oil & Gas, Inc. / ANGELO GORDON & CO., L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 18)* Northern Oil and Gas, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 665531109 (CUSIP NUMBER) Christopher D. Moore Angelo, Gordon & Co, L.P. 245 Park Avenue, 26th Floor New York, NY 10167 Tel. |
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| November 14, 2022 |
NORTHERN OIL AND GAS, INC. AMENDED AND RESTATED WARRANT TO PURCHASE COMMON SHARES Exhibit 4.1 NORTHERN OIL AND GAS, INC. AMENDED AND RESTATED WARRANT TO PURCHASE COMMON SHARES THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE |
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| November 14, 2022 |
NOG Announces Borrowing Base Increase Exhibit 99.1 NOG Announces Borrowing Base Increase Northern Oil and Gas, Inc. (NYSE: NOG) (the ?Company? or ?NOG?) today announced the completion of its semi-annual borrowing base redetermination under its reserves-based revolving credit facility. The borrowing base under the facility was increased from $1.3 billion to $1.6 billion, and NOG has chosen to increase the elected commitment amount from |
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| November 14, 2022 |
NORTHERN OIL AND GAS, INC. AMENDED AND RESTATED WARRANT TO PURCHASE COMMON SHARES Exhibit 4.2 NORTHERN OIL AND GAS, INC. AMENDED AND RESTATED WARRANT TO PURCHASE COMMON SHARES THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE |
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| November 14, 2022 |
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT Exhibit 10.1 FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this ?Amendment?) dated as of November 10, 2022, is among NORTHERN OIL AND GAS, INC., a Delaware corporation (the ?Borrower?), each of the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, together |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commi |
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| November 9, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. |
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| November 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commis |
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| November 8, 2022 |
NOG Announces Full Mandatory Conversion of Series A Convertible Preferred Stock Exhibit 99.1 NOG Announces Full Mandatory Conversion of Series A Convertible Preferred Stock MINNEAPOLIS-(BUSINESS WIRE)- Northern Oil and Gas, Inc. (NYSE: NOG) (?NOG? or the ?Company?) today announced that it has exercised in full its mandatory conversion rights on its outstanding 6.500% Series A Perpetual Convertible Preferred Stock (?Preferred Stock?). The outstanding shares of Preferred Stock |
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| November 8, 2022 |
Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commis |
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| November 8, 2022 |
NOG Announces Third Quarter 2022 Results Exhibit 99.1 NOG Announces Third Quarter 2022 Results THIRD QUARTER HIGHLIGHTS ?Record quarterly production of 79,123 Boe per day (57% oil), an increase of 37% from the third quarter of 2021 ?Third quarter GAAP cash flow from operations of $276.8 million. Excluding changes in net working capital, cash flow from operations was $269.3 million, an increase of 7% sequentially from the second quarter o |
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| October 25, 2022 |
NOG / Northern Oil & Gas, Inc. / ANGELO GORDON & CO., L.P. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 17)* Northern Oil and Gas, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 665531109 (CUSIP NUMBER) Christopher D. Moore Angelo, Gordon & Co, L.P. 245 Park Avenue, 26th Floor New York, NY 10167 Tel. No.: (21 |
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| October 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2022 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commis |
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| October 19, 2022 |
Exhibit 2.1 PURCHASE AND SALE AGREEMENT between MIDLAND PETRO D.C. PARTNERS, LLC and COLLEGIATE MIDSTREAM LLC (?Seller?) and NORTHERN OIL AND GAS, INC. (?Buyer?) EXECUTED OCTOBER 18, 2022 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INTERPRETATION 1 1.1 Defined Terms 1 1.2 References and Rules of Construction 1 ARTICLE II ASSETS 2 2.1 Assets 2 2.2 Excluded Assets 3 ARTICLE III PURCHASE AND SALE 4 3 |
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| October 19, 2022 |
NOG Announces Investment in Core Midland Basin Development Project Exhibit 99.1 NOG Announces Investment in Core Midland Basin Development Project HIGHLIGHTS ?NOG enters into agreement to acquire a 36.7% working interest in a stacked pay, six-zone development project (the ?Mascot Project?) in the core of the Midland Basin for $330 million ?Acquisition includes producing properties and associated midstream assets, plus 62 gross in-process and future wells in Midla |
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| October 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2022 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commis |
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| October 17, 2022 |
Form of Capped Call Confirmation. Exhibit 10.2 Opening Transaction To: Northern Oil and Gas, Inc. From: [Dealer] Re: [Base]1 [Additional]2 Call Option Transaction Ref. No: [Insert Reference Number]3 Date: [], 2022 Dear Ladies and Gentlemen: The purpose of this communication (this ?Confirmation?) is to set forth the terms and conditions of the call option transaction entered into on the Trade Date specified below (the ?Transaction? |
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| October 17, 2022 |
Exhibit 4.1 EXECUTION VERSION NORTHERN OIL AND GAS, INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of October 14, 2022 3.625% Convertible Senior Notes due 2029 TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 12 Section 1.03. Rules of Construction 13 Article 2. The Notes 14 Section 2.01 |
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| October 17, 2022 |
Exhibit 10.1 Execution Version Northern Oil and Gas, Inc. $435,000,000 3.625% Convertible Senior Notes due 2029 Purchase Agreement October 11, 2022 Citigroup Global Markets Inc. As representative of the several Initial Purchasers listed in Schedule 1 hereto c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Northern Oil and Gas, Inc., a Delaware c |
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| October 12, 2022 |
NOG PRICES UPSIZED $435 MILLION CONVERTIBLE SENIOR NOTES OFFERING Exhibit 99.1 NOG PRICES UPSIZED $435 MILLION CONVERTIBLE SENIOR NOTES OFFERING MINNEAPOLIS?(BUSINESS WIRE)?October 11, 2022?Northern Oil and Gas, Inc. (NYSE: NOG) (the ?Company? or ?NOG?) today announced the pricing of its offering of $435.0 million aggregate principal amount of 3.625% convertible senior notes due 2029 (the ?notes?) in a private offering to qualified institutional buyers pursuant |
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| October 12, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2022 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commis |
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| October 11, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2022 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commis |
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| October 11, 2022 |
NOG ANNOUNCES PROPOSED CONVERTIBLE SENIOR NOTES OFFERING Exhibit 99.1 NOG ANNOUNCES PROPOSED CONVERTIBLE SENIOR NOTES OFFERING MINNEAPOLIS?(BUSINESS WIRE) ?October 11, 2022? Northern Oil and Gas, Inc. (NYSE: NOG) (the ?Company? or ?NOG?) today announced its intention to offer, subject to market and other conditions, $350,000,000 aggregate principal amount of convertible senior notes due 2029 (the ?notes?) in a private offering to qualified institutional |
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| August 26, 2022 |
NOG / Northern Oil & Gas, Inc. / ANGELO GORDON & CO., L.P. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 16)* Northern Oil and Gas, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 665531109 (CUSIP NUMBER) Christopher D. Moore Angelo, Gordon & Co, L.P. 245 Park Avenue, 26th Floor New York, NY 10167 Tel. No.: (21 |
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| August 24, 2022 |
NOG / Northern Oil & Gas, Inc. / ANGELO GORDON & CO., L.P. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 15)* Northern Oil and Gas, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 665531109 (CUSIP NUMBER) Christopher D. Moore Angelo, Gordon & Co, L.P. 245 Park Avenue, 26th Floor New York, NY 10167 Tel. No.: (21 |
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| August 4, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. |
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| August 3, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2022 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commissi |
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| August 3, 2022 |
NOG Announces Second Quarter 2022 Results Exhibit 99.1 NOG Announces Second Quarter 2022 Results SECOND QUARTER HIGHLIGHTS ?Record quarterly production of 72,689 Boe per day (57% oil), an increase of 33% from the second quarter of 2021 ?Second quarter GAAP cash flow from operations of $210.2 million. Excluding changes in net working capital, cash flow from operations was $252.2 million, an increase of 7% sequentially from the first quarte |
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| July 27, 2022 |
NOG Announces Addition to the Board of Directors Exhibit 99.1 NOG Announces Addition to the Board of Directors MINNEAPOLIS-(BUSINESS WIRE)-July 27, 2022 - Northern Oil and Gas, Inc. (NYSE: NOG) (the ?Company? or ?NOG?) today announced an addition to its Board of Directors. NEW BOARD MEMBER William Kimble has been appointed to serve as an independent director on NOG?s Board of Directors. From 2009 until his retirement in 2015, Mr. Kimble served a |
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| July 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2022 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commissio |
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| July 15, 2022 |
As filed with the Securities and Exchange Commission on July 15, 2022 As filed with the Securities and Exchange Commission on July 15, 2022 Registration No. |
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| July 13, 2022 |
SEPARATION AND RELEASE AGREEMENT Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (this ?Agreement?) is entered into by and between Mike Kelly (?Employee?) and Northern Oil and Gas, Inc., a Delaware corporation (the ?Company?). Employee and the Company are each referred to herein as a ?Party? and together as the ?Parties?. WHEREAS, Employee is resigning from the Company, and as a result Employee |
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| July 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2022 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commissio |
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| June 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2022 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commissio |
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| June 8, 2022 |
NOG Announces New Five-Year Reserves-Based Lending Facility with Significant Borrowing Base Increase Exhibit 99.1 NOG Announces New Five-Year Reserves-Based Lending Facility with Significant Borrowing Base Increase Northern Oil and Gas, Inc. (NYSE: NOG) (the ?Company? or ?NOG?) today announced that on June 7, 2022, it entered into an amended and restated credit agreement governing its reserves-based revolving credit facility with Wells Fargo, as administrative agent, and a syndicate of 14 lenders |
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| June 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2022 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commission |
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| June 8, 2022 |
Exhibit 99.2 NOG Announces Williston Basin Bolt-on Acquisition, Increased 2022 Activity, Shareholder Return Update BOLT-ON ACQUISITION HIGHLIGHTS ?Bolt-on acquisition (the ?Asset Acquisition?) of high oil-cut, core working interest properties in the Williston Basin for $170 million initial purchase price from a private party (the ?Seller?) ?Average production >2,500 Boe per day (2-stream, ~83% oil |
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| June 8, 2022 |
Exhibit 10.1 Third Amended and Restated Credit Agreement Dated as of June 7, 2022, Among Northern Oil and Gas, Inc., As Borrower, Wells Fargo Bank, National Association, As Administrative Agent and Collateral Agent, and The Lenders Party Hereto From Time to Time Joint Lead Arrangers and Joint Book Runners Wells Fargo Securities, LLC and Bank of America, N.A., Capital One, National Association, Cit |
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| May 27, 2022 |
The date of this Prospectus Supplement is May 27, 2022. Filed Pursuant to Rule 424(b)(7) Registration No. 333-255066 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus Dated April 15, 2021) This Prospectus Supplement No. 1 (this ?Prospectus Supplement?) amends and supplements information contained in that certain prospectus, dated April 15, 2021, as may be amended and supplemented from time to time (the ?prospectus?), relating to the offer, resale or other dis |
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| May 27, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2022 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commission |
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| May 6, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. |
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| May 5, 2022 |
NOG Announces Record First Quarter 2022 Results and Updates Guidance Exhibit 99.1 NOG Announces Record First Quarter 2022 Results and Updates Guidance QUARTERLY HIGHLIGHTS ?Record first quarter production of 71,255 Boe per day (60% oil), up 85% from the first quarter of 2021 ?First quarter GAAP cash flow from operations of $154.0 million. Excluding changes in net working capital, cash flow from operations was $235.0 million, up 49% sequentially from the fourth quar |
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| May 5, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commission |
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| April 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary proxy statement. o Confidential, for use of the Commission Only ( |
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| April 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary proxy statement. o Confidential, for use of the Commission Only ( |
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| April 12, 2022 |
Exhibit 99.2 VERITAS PERMIAN II, LLC FINANCIAL STATEMENTS Year Ended December 31, 2021 CONTENTS Page INDEPENDENT AUDITOR'S REPORT 1 CONSOLIDATED FINANCIAL STATEMENTS Balance Sheet 3 Statement of Operations 4 Statement of Changes in Members? Equity 5 Statement of Cash Flows 6 Notes to Consolidated Financial Statements 7 Supplementary Information 19 Independent Auditor?s Report To the Board of Manag |
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| April 12, 2022 |
UNAUDITED PRO FORMA FINANCIAL STATEMENTS AND OTHER DATA Exhibit 99.3 UNAUDITED PRO FORMA FINANCIAL STATEMENTS AND OTHER DATA On January 27, 2022 (the ?Closing Date?), Northern Oil and Gas, Inc. (the ?Company?) completed its acquisition (the ?Veritas Acquisition?) of non-operated oil and gas properties, interests and related assets located in the Permian Basin pursuant to that certain purchase and sale agreement (the ?PSA?), dated as of November 16, 202 |
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| April 12, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2022 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of inco |
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| March 8, 2022 |
EXHIBIT 99.2 POWER OF ATTORNEY I, JOSH BAUMGARTEN, do hereby appoint Christopher D. Moore and Frank E. Stadelmaier as my true and lawful attorneys-in-fact (each an ?Attorney-in-Fact? and, collectively, the ?Attorneys-in-Fact?), each, individually or jointly, with full power of substitution and resubstitution, to have full power and authority to act in my name, place and stead and on my behalf to: |
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| March 8, 2022 |
NOG / Northern Oil & Gas, Inc. / ANGELO GORDON & CO., L.P. - SC 13D/A NO. 14 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 14)* Northern Oil and Gas, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 665531109 (CUSIP NUMBER) Christopher D. Moore Angelo, Gordon & Co, L.P. 245 Park Avenue, 26th Floor New York, NY 10167 Tel. No.: (21 |
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| March 8, 2022 |
EXHIBIT 99.3 POWER OF ATTORNEY I, ADAM SCHWARTZ, do hereby appoint Christopher D. Moore and Frank E. Stadelmaier as my true and lawful attorneys-in-fact (each an ?Attorney-in-Fact? and, collectively, the ?Attorneys-in-Fact?), each, individually or jointly, with full power of substitution and resubstitution, to have full power and authority to act in my name, place and stead and on my behalf to: 1) |
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| March 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-33999 Northern Oil and Gas, Inc. (the ?Issuer?) NYSE American (the ?Exchange?) (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed |
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| February 28, 2022 |
Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Form S-3 (Form Type) Northern Oil and Gas, Inc. |
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| February 28, 2022 |
Exhibit 24.1 NORTHERN OIL AND GAS, INC. Power of Attorney The undersigned director of Northern Oil and Gas, Inc., a Delaware corporation (the ?Company?), hereby constitutes and appoints Nicholas O?Grady, Chad Allen and Erik J. Romslo, jointly and severally, with full power to act without the joinder of others, as his true and lawful attorneys-in-fact and agents, each with full power of substitutio |
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| February 28, 2022 |
As filed with the Securities and Exchange Commission on February 28, 2022 Table of Contents As filed with the Securities and Exchange Commission on February 28, 2022 Registration No. |
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| February 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2022 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Com |
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| February 25, 2022 |
EXHIBIT 99.1 CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 13640 BRIARWICK DRIVE, SUITE 100 AUSTIN, TEXAS 78729-1707 512-249-7000 306 WEST SEVENTH STREET, SUITE 302 FORT WORTH, TEXAS 76102-4987 817-336-2461 www.cgaus.com 1000 LOUISIANA STREET, SUITE 1900 HOUSTON, TEXAS 77002-5008 713-651-9944 January 31, 2022 Mr. James Evans EVP & Chief Engineer Northern Oil & Gas, Inc 4350 Baker Road |
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| February 25, 2022 |
EXHIBIT 4.1 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The summary of general terms and provisions of the capital stock of Northern Oil and Gas, Inc. (the ?Company?) set forth below does not purport to be complete and is subject to and qualified by reference to the Company?s Restated Certificate of Incorporation (the ?Certificate of Incorpora |
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| February 25, 2022 |
Northern Oil and Gas, Inc. Power of Attorney EXHIBIT 24.1 Northern Oil and Gas, Inc. Power of Attorney The undersigned director of Northern Oil and Gas, Inc., a Delaware corporation (the ?Company?), does hereby make, constitute and appoint Nicholas O?Grady and Chad Allen, and either of them, the undersigned?s true and lawful attorneys-in-fact and agents, with power of substitution and resubstitution, for the undersigned and in the undersigne |
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| February 25, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33999 NORTHERN OIL AND GAS, INC. |
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| February 24, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2022 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commi |
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| February 24, 2022 |
NOG Announces Fourth Quarter and Full Year 2021 Results Exhibit 99.1 NOG Announces Fourth Quarter and Full Year 2021 Results HIGHLIGHTS ?Fourth quarter production of 64,155 Boe per day (59.2% oil), an increase of 11% from the third quarter of 2021 ?Fourth quarter GAAP cash flow from operations of $133.1 million. Excluding changes in net working capital, cash flow from operations was $158.0 million, an increase of 29% from the third quarter of 2021 ?Tot |
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| February 23, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2022 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commi |
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| February 23, 2022 |
NOG / Northern Oil & Gas, Inc. / TRT Holdings Inc - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 22)* NORTHERN OIL AND GAS, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securi |
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| February 23, 2022 |
NORTHERN OIL AND GAS, INC. 4350 Baker Road, Suite 400 Minnetonka, Minnesota 55343 February 18, 2022 Exhibit 10.1 NORTHERN OIL AND GAS, INC. 4350 Baker Road, Suite 400 Minnetonka, Minnesota 55343 February 18, 2022 CONFIDENTIAL TRT Holdings, Inc. 4001 Maple Avenue Suite 600 Dallas, Texas 75219 Ladies and Gentlemen: This amended and restated letter agreement (this ?Agreement?), dated as of the date written above (the ?Effective Date?), is by and among Robert B. Rowling, Cresta Investments, LLC, Cre |
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| February 23, 2022 |
Joint Filing Agreement pursuant to Rule 13d-1(k). Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned in the capacities set forth below. |
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| February 23, 2022 |
EX-99.1 3 tm227416d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 NEW TRT GOVERNANCE AGREEMENT NORTHERN OIL AND GAS, INC. 4350 Baker Road, Suite 400 Minnetonka, Minnesota 55343 February 18, 2022 CONFIDENTIAL TRT Holdings, Inc. 4001 Maple Avenue Suite 600 Dallas, Texas 75219 Ladies and Gentlemen: This amended and restated letter agreement (this “Agreement”), dated as of the date written above (the “Effectiv |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NORTHERN OIL AND GAS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 95-3848122 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification N |
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| February 14, 2022 |
NOG Announces Uplisting to the New York Stock Exchange Exhibit 99.1 NOG Announces Uplisting to the New York Stock Exchange MINNEAPOLIS-(BUSINESS WIRE)-February 14, 2022 - Northern Oil and Gas, Inc. (NYSE American: NOG) (the ?Company? or ?NOG?) announced today that the New York Stock Exchange (?NYSE?) has approved the transfer of the listing of the Company?s common stock from the NYSE American to the NYSE. Effective at the opening of trading on Februar |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2022 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commi |
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| February 11, 2022 |
NOG / Northern Oil & Gas, Inc. / Capital World Investors - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Northern Oil and Gas, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 665531307 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| February 10, 2022 |
NOG / Northern Oil & Gas, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Northern Oil and Gas Inc. Title of Class of Securities: Common Stock CUSIP Number: 665531307 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) |
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| January 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2022 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commis |
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| January 31, 2022 |
Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT BY AND AMONG NORTHERN OIL AND GAS, INC., VERITAS PERMIAN II, LLC AND VERITAS MOC HOLDINGS, LLC TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Registrable Securities 2 ARTICLE II REGISTRATION RIGHTS 3 Section 2.01 Shelf Registration 3 Section 2.02 Delay and Suspension Rights 4 Section 2.03 Registration and Sale Proce |
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| January 31, 2022 |
Exhibit 4.1 NORTHERN OIL AND GAS, INC. WARRANT TO PURCHASE COMMON SHARES THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD OR OFFERED FOR S |
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| January 31, 2022 |
NOG Announces Closing of Permian Basin Acquisition from Veritas Energy Exhibit 99.1 NOG Announces Closing of Permian Basin Acquisition from Veritas Energy MINNEAPOLIS, MINNESOTA ? January 31, 2022 - Northern Oil and Gas, Inc. (NYSE American: NOG) (?NOG?) today announced the closing of its previously announced acquisition of non-operated Permian Basin assets from Veritas Energy. MANAGEMENT COMMENT ?The Veritas acquisition caps an incredible twelve months for NOG,? com |
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| January 5, 2022 |
NOG / Northern Oil & Gas, Inc. / TRT Holdings Inc - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 21)* NORTHERN OIL AND GAS, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securi |
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| December 13, 2021 |
Northern Oil and Gas, Inc. Announces Management Promotion and Addition to the Board of Directors EX-99.1 5 pressrelease-dirlamandpome.htm EX-99.1 - PRESS RELEASE Exhibit 99.1 Northern Oil and Gas, Inc. Announces Management Promotion and Addition to the Board of Directors MINNEAPOLIS-(BUSINESS WIRE)- Northern Oil and Gas, Inc. (NYSE American: NOG) (“Northern”) today announced a management promotion and an addition to the Board of Directors. MANAGEMENT PROMOTION Northern’s Chief Operating Offic |
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| December 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2021 NORTHERN OIL AND GAS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33999 95-3848122 (State or other jurisdiction of incorporation) (Commis |
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| November 24, 2021 |
NOG / Northern Oil & Gas, Inc. / TRT Holdings Inc - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 20)* NORTHERN OIL AND GAS, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securi |
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| November 24, 2021 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned in the capacities set forth below. |
