Northern Oil & Gas issues $500M 7.5% notes

Northern Oil and Gas, Inc. (NOG) has entered into an Indenture with Wilmington Trust, National Association and issued $500,000,000 of 7.500% Senior Notes due 2034.

Rhea-AI Filing Summary

Northern Oil and Gas, Inc. (NOG) has entered into an Indenture with Wilmington Trust, National Association and issued $500,000,000 of 7.500% Senior Notes due 2034. The notes mature on September 1, 2034, with interest payable semi-annually on March 1 and September 1, beginning March 1, 2027.

Before September 1, 2029, the company may redeem up to 40% of the notes with equity offering proceeds at 107.500% of principal plus interest, or redeem all or part at 100% plus a make-whole premium and interest. From September 1, 2029, the notes are callable at 103.750%, then 101.875%, and at par from 2031 onward. Holders have a 101% repurchase right upon a Change of Control Triggering Event, and the Indenture includes customary restrictive covenants and events of default, including cross-default and judgment default thresholds of $75.0 million.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate principal amount of 2034 Notes: $500,000,000 Coupon rate: 7.500% per annum Maturity date: September 1, 2034 +5 more

8 metrics

Aggregate principal amount of 2034 Notes $500,000,000 7.500% Senior Notes due 2034 issued under the Indenture

Coupon rate 7.500% per annum Interest rate on the 2034 Notes

Maturity date September 1, 2034 Final maturity of the 2034 Notes

Equity proceeds redemption price 107.500% of principal Optional redemption of up to 40% of notes before September 1, 2029

Optional redemption price 2029 103.750% Redemption price if redeemed during 12-month period beginning September 1, 2029

Optional redemption price 2030 101.875% Redemption price if redeemed during 12-month period beginning September 1, 2030

Change of control repurchase price 101% of principal Price at which holders may require repurchase upon a Change of Control Triggering Event

Cross-default threshold $75.0 million Indebtedness or final judgments triggering certain events of default

Key Terms

Indenture, make-whole premium, Change of Control Triggering Event, investment grade rating, +1 more

5 terms

Indenture financial

"entered into an indenture (the “Indenture”), pursuant to which the Company issued"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

make-whole premium financial

"at a redemption price equal to 100% of the principal amount ... plus an applicable make-whole premium"

A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.

Change of Control Triggering Event financial

"If a Change of Control Triggering Event (as defined in the Indenture) occurs"

A change of control triggering event is a corporate transaction or shift—such as a merger, sale of a majority of shares, or a new party gaining board control—that automatically activates specific contractual rights or penalties. Investors care because these triggers can accelerate debt repayment, alter executive compensation, terminate agreements, or prompt buyouts, and those outcomes can materially affect a company’s value, cash flow and stock price like a sudden change in who runs or owns a household.

investment grade rating financial

"many of these covenants will be terminated if the 2034 Notes achieve an investment grade rating"

An investment grade rating is a score assigned by a credit-rating agency indicating that a bond issuer or debt is considered reasonably safe and likely to repay its obligations. Investors treat it like a safety label—similar to a product receiving a good quality seal—because higher ratings mean lower risk of default, usually lower borrowing costs for the issuer, and greater appeal to conservative investors and large funds.

Significant Subsidiary financial

"any of its restricted subsidiaries that is a Significant Subsidiary (as defined in the Indenture)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type of debt did NOG issue in this 8-K and in what amount?

Northern Oil and Gas, Inc. issued $500,000,000 aggregate principal amount of 7.500% Senior Notes due 2034 under an Indenture with Wilmington Trust, National Association as trustee.

What is the interest rate and payment schedule for NOG’s 2034 Notes?

The 2034 Notes carry a fixed coupon of 7.500% per annum, with interest payable semi-annually in arrears on March 1 and September 1 of each year, commencing March 1, 2027.

When do Northern Oil and Gas, Inc.’s 7.500% Senior Notes mature?

The 7.500% Senior Notes issued by Northern Oil and Gas, Inc. mature on September 1, 2034, when the principal amount becomes due unless earlier redeemed or repurchased according to the Indenture.

What are the optional redemption terms for NOG’s 2034 Notes?

Prior to September 1, 2029, NOG may redeem up to 40% with equity proceeds at 107.500% of principal plus interest, or all/part at 100% plus a make-whole premium and interest. From 2029, call prices are 103.750%, 101.875%, and then par.

What protection do NOG 2034 Note holders have upon a Change of Control?

If a Change of Control Triggering Event occurs, each holder may require Northern Oil and Gas, Inc. to repurchase all or part of their 2034 Notes at 101% of the aggregate principal amount plus accrued and unpaid interest to the purchase date.

What are the key default and cross-default thresholds in NOG’s 2034 Notes Indenture?

Events of default include certain payment and covenant breaches and cross-defaults where specified indebtedness or accelerated indebtedness of Northern Oil and Gas, Inc. or its restricted subsidiaries exceeds $75.0 million, as well as unpaid final judgments aggregating over $75.0 million for 60 days.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/26/2026 - 04:06 PM EDT Accepted by SEC EDGAR 08/26/2026 - 04:05 PM EDT Learn about SEC filing dates

NORTHERN OIL & GAS, INC. false 0001104485 0001104485 2026-08-26 2026-08-26

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 26, 2026

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 1.01. Entry into a Material Definitive Agreement.

2034 Notes Indenture

On August 26, 2026, Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, as trustee, entered into an indenture (the “Indenture”), pursuant to which the Company issued $500,000,000 in aggregate principal amount of the Company’s 7.500% Senior Notes due 2034 (the “2034 Notes”).

Interest and Maturity

The 2034 Notes will mature on September 1, 2034, and interest on the 2034 Notes is payable semi-annually in arrears on each March 1 and September 1, commencing March 1, 2027, to holders of record on the February 15 and August 15 immediately preceding the related interest payment date, at a rate of 7.500% per annum.

Optional Redemption

At any time prior to September 1, 2029, the Company may, on any one or more occasions, redeem up to 40% of the aggregate principal amount of 2034 Notes, upon not less than 10 or more than 60 days’ notice, at a redemption price of 107.500% of the principal amount of the 2034 Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more equity offerings by the Company, provided that (i) at least 60% of the aggregate principal amount of 2034 Notes issued under the Indenture (including any Additional Notes (as defined in the Indenture) but excluding 2034 Notes held by the Company and its Subsidiaries (as defined in the Indenture)) remains outstanding immediately after the occurrence of such redemption (unless all 2034 Notes are redeemed substantially concurrently) and (ii) the redemption occurs within 180 days of the date of the closing of each such equity offering. In addition, prior to September 1, 2029, the Company may redeem all or a part of the 2034 Notes, on any one or more occasions, upon not less than 10 or more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the 2034 Notes redeemed, plus an applicable make-whole premium and accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

On or after September 1, 2029, the Company may redeem all or a part of the 2034 Notes, on any one or more occasions, upon not less than 10 or more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the 2034 Notes redeemed to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on September 1 of the years indicated below:

YEAR		REDEMPTION PRICE
2029			103.750	%
2030			101.875	%
2031 and thereafter			100.000	%

Change of Control

If a Change of Control Triggering Event (as defined in the Indenture) occurs, each holder of 2034 Notes may require the Company to repurchase all or any part of that holder’s 2034 Notes for cash at a price equal to 101% of the aggregate principal amount of the 2034 Notes repurchased, plus any accrued and unpaid interest on the 2034 Notes repurchased to, but excluding, the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date on or prior to the date of purchase).

Certain Covenants

The Indenture contains covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries, if any, to: (i) incur or guarantee additional indebtedness or issue certain types of

preferred stock; (ii) pay dividends or distributions in respect of equity interests or redeem, repurchase or retire equity securities or subordinated indebtedness; (iii) transfer or sell certain assets; (iv) make investments; (v) create liens to secure indebtedness; (vi) enter into agreements that restrict dividends or other payments from any non-guarantor subsidiary to the Company; (vii) consolidate with or merge with or into, or sell substantially all of the Company’s assets to, another person; (viii) enter into transactions with affiliates; and (ix) create unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications, and many of these covenants will be terminated if the 2034 Notes achieve an investment grade rating from either Moody’s Investors Service, Inc. or S&P Global Ratings.

Events of Default

The Indenture contains customary events of default, including, but not limited to: (i) default for 30 days in the payment when due of interest on the 2034 Notes; (ii) default in payment when due of the principal of, or premium, if any, on the 2034 Notes; (iii) failure by the Company or certain of its subsidiaries, if any, to comply with certain of their respective obligations, covenants or agreements contained in the 2034 Notes or the Indenture, subject to certain notice and grace periods; (iv) failure by the Company or any of its restricted subsidiaries to pay indebtedness within any applicable grace period or the acceleration of any such indebtedness if the total amount of such indebtedness exceeds $75.0 million; (v) failure by the Company or any of its restricted subsidiaries that is a Significant Subsidiary (as defined in the Indenture) to pay final non-appealable judgments aggregating in excess of $75.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (vi) except as permitted by the Indenture, any guarantee of the 2034 Notes is held in any judicial proceeding to be unenforceable or invalid, or ceases for any reason to be in full force and effect, or is denied or disaffirmed by a Guarantor (as defined in the Indenture); and (vii) certain events of bankruptcy or insolvency described in the Indenture with respect to the Company and its restricted subsidiaries that are Significant Subsidiaries.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 relating to the 2034 Notes and the Indenture is contained in Item 1.01 of this Current Report on Form 8-K above and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
4.1		Indenture, dated August 26, 2026, between the Company and Wilmington Trust, National Association, as trustee (including Form of 7.500% Senior Note due 2034).
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: August 26, 2026				NORTHERN OIL AND GAS, INC.
				By		/s/ Erik J. Romslo
						Erik J. Romslo
						Chief Legal Officer and Secretary

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 EX-4.1 800.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB