Northern Oil and Gas (NOG) joins Infinity in $1.2B Ohio upstream and midstream acquisitions

Rhea-AI Filing Summary

Northern Oil and Gas, Inc. agreed to a pair of joint acquisitions in Ohio with Infinity Natural Resources, LLC. The partners will buy upstream oil and gas properties and related rights for a cash purchase price of $800 million, with Northern responsible for $392 million and Infinity for $408 million. Infinity will operate these upstream assets.

They also agreed to acquire midstream gathering, compression, transportation and water infrastructure for a cash purchase price of $400 million, of which Northern will pay $196 million and Infinity $204 million, with Infinity operating the midstream assets. Both deals include the assumption of specified liabilities and are subject to customary closing conditions, and the buyers have deposited 10% of each unadjusted purchase price into escrow. Northern issued a press release and investor presentation describing the acquisitions.

Positive

• Strategic expansion into Ohio upstream and midstream assets: Northern commits $588 million across two acquisitions, adding both production interests and related infrastructure in a new geography.
• Non-operating partnership with specialized operator: By taking a 49% interest while Infinity operates the assets, Northern gains scale without assuming day-to-day operating responsibilities.

Negative

• Large cash outlay and assumed liabilities: The combined upstream and midstream purchase prices require substantial cash commitments from Northern and include taking on specified asset-related liabilities.
• Closing and execution risks: Both acquisitions are subject to customary closing conditions, including completion of the companion agreement in each case, so timing and ultimate terms depend on successful closing and later integration.

Insights

Energy M&A and capital allocation analyst

NOG commits significant cash to expand upstream and midstream assets in Ohio via a joint acquisition structure.

Northern Oil and Gas is partnering with Infinity Natural Resources to buy Ohio upstream assets for a total purchase price of $800 million, of which Northern will pay $392 million. A separate midstream deal adds gathering, compression, transportation and water assets for $400 million, with Northern’s share at $196 million. Infinity will hold 51% and operate both the upstream and midstream assets, while Northern takes a 49% non-operating interest in each.

This structure lets Northern gain exposure to both production and infrastructure while relying on Infinity as operator. The transactions are all-cash and include the buyers’ assumption of specified liabilities tied to the assets, so the overall balance sheet impact will depend on how Northern finances its combined $588 million share. Closing is subject to customary conditions and the completion of each related agreement, and the parties have funded escrow deposits equal to 10% of each unadjusted purchase price to secure performance.

Investors may focus on how these Ohio assets fit Northern’s broader portfolio once more detail emerges through the attached agreements and the company’s press release dated December 8, 2025. Subsequent periodic reports can provide additional clarity on production volumes, midstream throughput and the acquisitions’ contribution to cash flow after closing.

8-K Event Classification

3 items: 1.01, 7.01, 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 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

NORTHERN OIL & GAS, INC. false 0001104485 0001104485 2025-12-05 2025-12-05

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 5, 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 1.01 Entry Into a Material Definitive Agreement.

Upstream Purchase Agreement

On December 5, 2025, Northern Oil and Gas, Inc. (“Northern” or the “Company”) and Infinity Natural Resources, LLC (“INR Holdings” and, together with Northern, the “Upstream Buyers”) entered into a purchase and sale agreement (the “Upstream Purchase Agreement”) with Antero Resources Corporation, a Delaware corporation, Antero Minerals LLC, a Delaware limited liability company, and Monroe Pipeline LLC, a Delaware limited liability company (collectively, the “Upstream Sellers”), pursuant to which the Upstream Buyers agreed to jointly purchase from the Upstream Sellers certain rights, title and interests in upstream oil and gas properties, rights and related assets located in the State of Ohio (the “Upstream Assets”). INR Holdings will acquire an undivided 51% interest, and Northern will acquire an undivided 49% interest, in the Upstream Assets.

As consideration for the transfer of the Upstream Assets and the transactions contemplated by the Upstream Purchase Agreement (collectively, the “Upstream Acquisition”), the purchase price shall be $800 million payable in cash (the “Upstream Purchase Price”), as adjusted in accordance with the Upstream Purchase Agreement, and the Upstream Buyers will assume certain liabilities related to the Upstream Assets as set forth in the Upstream Purchase Agreement. INR Holdings’ share of the purchase price for the Upstream Assets is $408 million, and Northern’s share of the purchase price for Upstream Assets is $392 million. INR Holdings will operate the Upstream Assets.

Midstream Purchase Agreement

On December 5, 2025, Northern and INR Holdings (collectively, the “Midstream Buyers”) also entered into a purchase and sale agreement (the “Midstream Purchase Agreement” and, together with the Upstream Purchase Agreement, the “Purchase Agreements”) with Antero Midstream LLC, a Delaware limited liability company, Antero Water LLC, a Delaware limited liability company, and Antero Treatment LLC, a Delaware limited liability company (collectively, the “Midstream Sellers” and, together with the Upstream Sellers, the “Sellers”), pursuant to which the Midstream Buyers agreed to jointly purchase from the Midstream Sellers certain gathering, compression and transportation systems, water facilities and systems, equipment and related assets located in the counties of Belmont, Guernsey, Monroe, Noble and Washington, Ohio (the “Midstream Assets” and, together with the Upstream Assets, the “Assets”). INR Holdings will acquire an undivided 51% interest, and Northern will acquire an undivided 49% interest, in the Midstream Assets.

As consideration for the transfer of the Midstream Assets and the transactions contemplated by the Midstream Purchase Agreement (collectively, the “Midstream Acquisition” and, together with the Upstream Acquisition, the “Acquisitions”), the purchase price shall be $400 million payable in cash (the “Midstream Purchase Price” and, together with the Upstream Purchase Price, the “Purchase Price”), as adjusted in accordance with the Midstream Purchase Agreement, and the Midstream Buyers will assume certain liabilities related to the Midstream Assets as set forth in the Midstream Purchase Agreement. INR Holdings’ share of the purchase price for the Midstream Assets is $204 million, and Northern’s share of the purchase price for the Midstream Assets is $196 million. INR Holdings will operate the Midstream Assets.

The obligations of the parties to complete the Acquisitions are subject to the satisfaction or waiver of customary closing conditions set forth in the Purchase Agreements, including closing under such other Purchase Agreement. In connection with and upon execution of the applicable Purchase Agreement, INR Holdings and Northern collectively deposited with an escrow agent a wire of funds equal to 10% of the unadjusted applicable Purchase Price, to ensure INR Holdings’, Northern’s and the Sellers’ performance of their respective obligations thereunder and therein, pursuant to an escrow agreement among INR Holdings, Northern, the Sellers and the escrow agent, as applicable.

The Purchase Agreements have been included with this Current Report on Form 8-K (this “Current Report”) to provide investors and security holders with information regarding the terms of the transactions contemplated therein. They are not intended to provide any other factual information about Northern, the Sellers or the Assets. The representations, warranties, covenants and agreements contained in the Purchase Agreements, which are made only for purposes of the respective Purchase Agreement and as of specific dates, are solely for the benefit of the parties to the respective Purchase Agreement, may be subject to limitations agreed upon by the parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the

respective Purchase Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and security holders. Northern’s security holders should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or the Assets. Moreover, information concerning the subject matter of the representations and warranties may change after the date of each Purchase Agreement, which subsequent information may or may not be fully reflected in the Northern’s public disclosures.

The foregoing descriptions of the Upstream Purchase Agreement and Midstream Purchase Agreement and the transactions contemplated thereby are not complete and are qualified in their entirety by reference to the full text of each of the Upstream Purchase Agreement and Midstream Purchase Agreement, copies of which are filed herewith as Exhibit 2.1 and Exhibit 2.2, respectively, and are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On December 8, 2025, Northern issued a press release and posted an investor presentation on its website regarding the Acquisitions. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information furnished in this Current Report pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
2.1*		Purchase and Sale Agreement, dated as of December 5, 2025, by and among Antero Resources Corporation, Antero Minerals LLC and Monroe Pipeline LLC, as sellers, and Infinity Natural Resources, LLC and Northern Oil and Gas, Inc., as buyers.
2.2*		Purchase and Sale Agreement, dated as of December 5, 2025, by and among Antero Midstream LLC, Antero Water LLC and Antero Treatment LLC, as sellers, and Infinity Natural Resources, LLC and Northern Oil and Gas, Inc., as buyers.
99.1		Press Release, dated December 8, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain of the schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the U.S. Securities and Exchange Commission upon request. Certain personally identifiable information has also been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

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.

				NORTHERN OIL AND GAS, INC.
				By:		/s/ Erik J. Romslo
						Erik J. Romslo
						Chief Legal Officer and Secretary
Dated: December 8, 2025

FAQ

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

Northern Oil and Gas, Inc. announced joint agreements with Infinity Natural Resources, LLC to acquire Ohio upstream oil and gas properties and related rights, as well as midstream gathering, compression, transportation and water infrastructure assets. These are documented in separate upstream and midstream purchase and sale agreements with Antero-affiliated sellers.

How much is Northern Oil and Gas (NOG) paying for the upstream assets?

The total upstream purchase price is $800 million in cash. Infinity’s share is $408 million, and Northern Oil and Gas will pay $392 million for its undivided 49% interest in the upstream assets.

What is Northern Oil and Gas (NOG) paying for the midstream assets?

The total midstream purchase price is $400 million in cash. Infinity Natural Resources will pay $204 million for its 51% interest, and Northern will pay $196 million for its 49% interest in the midstream assets.

Who will operate the newly acquired upstream and midstream assets for NOG?

Infinity Natural Resources, LLC will be the operator for both the upstream and midstream assets. Northern Oil and Gas will hold a 49% non-operating interest in each asset package, while Infinity holds a 51% interest and operational control.

Are the Northern Oil and Gas (NOG) acquisitions subject to closing conditions?

Yes. The obligations to complete the upstream and midstream acquisitions are subject to customary closing conditions set out in the purchase agreements, including the requirement that closing under each acquisition is conditioned on closing under the companion agreement.

Did Northern Oil and Gas (NOG) post any related investor materials?

On December 8, 2025, Northern issued a press release and posted an investor presentation on its website discussing the acquisitions. The press release is furnished as Exhibit 99.1 and incorporated by reference.

What escrow arrangements support Northern Oil and Gas (NOG)’s acquisitions?

At signing of each purchase agreement, Infinity and Northern together wired funds equal to 10% of the unadjusted applicable purchase price into escrow under an escrow agreement with the sellers and an escrow agent, to help secure performance of their respective obligations.