Northern Oil & Gas (NOG) starts 2028 notes tender, plans $725 million 2033 issue

Rhea-AI Filing Summary

Northern Oil and Gas, Inc. reported that it has begun a tender offer to buy back any and all of its outstanding 8.125% senior notes due 2028. At the same time, the company announced it intends to offer for sale $725 million in aggregate principal amount of new senior notes due 2033 in a private offering to eligible purchasers, subject to market and other conditions. Both transactions relate to the company’s debt securities and are being communicated via accompanying press releases, which are furnished as exhibits.

Insights

Credit & capital structure analyst

Northern Oil & Gas outlines concurrent tender for 2028 notes and planned $725 million 2033 notes sale.

Northern Oil and Gas, Inc. has commenced a tender offer for any and all of its outstanding 8.125% senior notes due 2028. This step focuses on its existing debt, offering holders the option to sell those notes back to the company under the terms described in a separate press release.

In parallel, the company states that, subject to market and other conditions, it intends to offer $725 million in aggregate principal amount of new senior notes due 2033 in a private offering exempt from registration under the Securities Act. These new notes would add a 2033 maturity to the capital structure, with final terms and execution described outside this summary.

The two actions together highlight active management of debt instruments, but the overall effect on leverage, interest costs, and liquidity will depend on pricing and investor participation as detailed in the related press releases and any subsequent disclosures.

NORTHERN OIL & GAS, INC. false 0001104485 0001104485 2025-09-22 2025-09-22

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): September 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 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 (17 CFR 240.14a-12)

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

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

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 7.01. Regulation FD Disclosure.

On September 22, 2025, Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), issued a press release announcing that the Company commenced a tender offer for any and all of its outstanding 8.125% senior notes due 2028 (the “2028 Notes”). A copy of the related press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. Neither this Current Report on Form 8-K nor the press release constitutes an offer to purchase, or the solicitation of an offer to sell, the 2028 Notes.

The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission, whether or not filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such document.

Item 8.01. Other Events.

On September 22, 2025, the Company issued a press release announcing that, subject to market and other conditions, the Company intends to offer for sale $725 million in aggregate principal amount of new senior notes due 2033 (the “New Notes”) in a private offering to eligible purchasers that is exempt from registration under the Securities Act.

A copy of the press release is attached as Exhibit 99.2 to this report and incorporated herein by reference. Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, the New Notes.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Press release of Northern Oil and Gas, Inc., dated September 22, 2025
99.2		Press release of Northern Oil and Gas, Inc., dated September 22, 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: September 22, 2025				NORTHERN OIL AND GAS, INC.
				By		/s/ Erik J. Romslo
						Erik J. Romslo
						Chief Legal Officer and Secretary

FAQ

What did Northern Oil and Gas, Inc. (NOG) announce in this 8-K?

Northern Oil and Gas, Inc. announced it has commenced a tender offer for any and all of its outstanding 8.125% senior notes due 2028 and that it intends to offer for sale $725 million in aggregate principal amount of new senior notes due 2033 in a private offering to eligible purchasers.

Which existing notes are covered by Northern Oil and Gas, Inc.’s tender offer?

The tender offer applies to any and all of Northern Oil and Gas, Inc.’s outstanding 8.125% senior notes due 2028.

How much new debt does Northern Oil and Gas, Inc. plan to issue?

Northern Oil and Gas, Inc. intends to offer for sale $725 million in aggregate principal amount of new senior notes due 2033 in a private offering, subject to market and other conditions.

Is the new Northern Oil and Gas, Inc. notes offering a public or private transaction?

The planned offering of $725 million of new senior notes due 2033 is a private offering to eligible purchasers and is exempt from registration under the Securities Act of 1933.

Do this 8-K and the press releases themselves constitute offers to buy or sell the notes?

No. The company states that neither this report on Form 8-K nor the related press releases constitute an offer to purchase or sell, or a solicitation of an offer to sell or buy, the 8.125% senior notes due 2028 or the new senior notes due 2033.

Where can investors find more details about Northern Oil and Gas, Inc.’s tender offer and new notes?

More detailed information is contained in the company’s press releases attached as Exhibit 99.1, regarding the tender offer for the 8.125% senior notes due 2028, and Exhibit 99.2, regarding the intended $725 million senior notes due 2033 offering.