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)
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| Delaware |
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001-33999 |
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95-3848122 |
| (State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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| 4350 Baker Road, Suite 400 Minnetonka, Minnesota |
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55343 |
| (Address of principal executive offices) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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| Title of each class |
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Trading
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Name of each exchange
on which registered |
| Common Stock, par value $0.001 |
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NOG |
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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.
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. |
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| Exhibit Number |
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Description |
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| 99.1 |
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Press release of Northern Oil and Gas, Inc., dated September 22, 2025 |
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| 99.2 |
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Press release of Northern Oil and Gas, Inc., dated September 22, 2025 |
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| 104 |
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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.
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| Date: September 22, 2025 |
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NORTHERN OIL AND GAS, INC. |
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By |
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/s/ Erik J. Romslo |
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Erik J. Romslo |
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Chief Legal Officer and Secretary |
