[8-K] Northern Oil and Gas, Inc. Reports Material Event

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Event Analyst

TL;DR: Routine 8-K furnishes Q2 preliminary results; no figures disclosed, directional impact indeterminable.

The filing reports an Item 2.02 event: Northern Oil and Gas has released preliminary second-quarter 2025 operating and financial results via a press release attached as Exhibit 99.1. The body of the 8-K contains no quantitative data, guidance updates, or commentary on performance drivers. Consequently, the document itself does not reveal whether results exceeded or trailed prior periods or market expectations.

No additional items—such as financing actions, asset transactions, or governance changes—are noted. The company’s signature page and Inline XBRL cover sheet are standard inclusions.

Because the substantive information resides solely in the press release, investors must review that exhibit to gauge financial implications. Absent those details, this 8-K functions as a procedural notice of an earnings release rather than a standalone indicator of positive or negative developments. Thus, on the face of the filing alone, the capital-market impact appears neutral.

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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)			(Commission File Number)			(IRS Employer Identification No.)

4350 Baker Road, Suite 400 Minnetonka, Minnesota			55343
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code   (952) 476-9800

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

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

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

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

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001

NOG

New York Stock Exchange

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.    Results of Operations and Financial Condition.

On July 24, 2025, Northern Oil and Gas, Inc. issued a press release that includes preliminary financial and operating results for the second quarter of 2025. A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 9.01.    Financial Statements and Exhibits.

Exhibit Number						Description
99.1						Press release of Northern Oil and Gas, Inc., dated July 24, 2025.
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

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

Date: July 24, 2025 NORTHERN OIL AND GAS, INC. By /s/ Erik J. Romslo Erik J. Romslo Chief Legal Officer and Secretary

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