Northern Oil & Gas resale of 3.69M shares

Northern Oil and Gas, Inc. is registering the resale of up to 3,689,413 shares of its common stock through a Resale Prospectus Supplement to an existing Form S-3ASR shelf registration.

Rhea-AI Filing Summary

Northern Oil and Gas, Inc. is registering the resale of up to 3,689,413 shares of its common stock through a Resale Prospectus Supplement to an existing Form S-3ASR shelf registration.

The shares were issued to Parallax Energy Operating Inc. (or its permitted transferees) as consideration for the Parallax Acquisition under a purchase and sale agreement dated May 22, 2026. In connection with that agreement, the company granted registration rights and has now provided a legal opinion from Kirkland & Ellis LLP, filed as Exhibit 5.1, confirming the validity of the common shares covered by the resale prospectus.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Resale shares registered: 3,689,413 shares Par value per share: $0.001 per share Registration statement file number: File No. 333-296399 +2 more

5 metrics

Resale shares registered 3,689,413 shares Common stock covered by Resale Prospectus Supplement

Par value per share $0.001 per share Common stock par value

Registration statement file number File No. 333-296399 Form S-3ASR base shelf registration

PSA date May 22, 2026 Date of Parallax asset purchase and sale agreement

8-K filing date June 2, 2026 Date of current report and prospectus supplement filing

Key Terms

Resale Prospectus Supplement, Form S-3ASR, registration rights agreement, Parallax Acquisition, +1 more

5 terms

Resale Prospectus Supplement regulatory

"filed a prospectus supplement (the “Resale Prospectus Supplement”) to the prospectus"

Form S-3ASR regulatory

"Registration Statement on Form S-3ASR (File No. 333-296399) covering the resale"

Form S-3ASR is a type of SEC registration that lets large, well-known public companies pre-register securities so they can be sold quickly when needed, similar to having a pre-approved credit line they can draw on at short notice. For investors, it matters because it signals a company's readiness to raise cash fast, which can affect share supply and price (dilution) and reveal how easily the company can fund growth or handle short-term needs.

registration rights agreement regulatory

"the Company and Seller entered into a registration rights agreement, pursuant to which"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Parallax Acquisition financial

"transactions (the “Parallax Acquisition”) contemplated by that certain asset purchase"

asset purchase and sale agreement financial

"that certain asset purchase and sale agreement, dated May 22, 2026 (the “PSA”)"

FAQ

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

What does Northern Oil and Gas’ June 2, 2026 8-K disclose for NOG?

The filing explains that Northern Oil and Gas filed a Resale Prospectus Supplement covering up to 3,689,413 common shares. These shares were issued in the Parallax Acquisition and can now be resold by the selling stockholder under the company’s existing Form S-3ASR shelf registration.

How many Northern Oil and Gas shares are covered by the Resale Prospectus Supplement?

The Resale Prospectus Supplement covers the resale of up to 3,689,413 shares of Northern Oil and Gas common stock. These shares were issued to Parallax Energy Operating Inc. or its permitted transferees in connection with the Parallax Acquisition under the May 22, 2026 purchase agreement.

What transaction is linked to the NOG resale registration on June 2, 2026?

The resale registration is tied to the Parallax Acquisition, completed under a May 22, 2026 asset purchase and sale agreement. Shares issued to Parallax Energy Operating Inc. in that deal are being registered for potential resale via the new Resale Prospectus Supplement.

What legal opinion did Northern Oil and Gas file with this 8-K?

Northern Oil and Gas filed an opinion letter from Kirkland & Ellis LLP as Exhibit 5.1. The opinion addresses the validity of the common shares covered by the Resale Prospectus Supplement and includes a related consent as Exhibit 23.1 within the same filing.

Which registration statement does the NOG Resale Prospectus Supplement relate to?

The Resale Prospectus Supplement relates to Northern Oil and Gas’ effective Form S-3ASR Registration Statement with File No. 333-296399. This existing shelf registration provides the base prospectus that the new supplement updates for the specific resale transaction.

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

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Accepted by SEC EDGAR 06/02/2026 - 08:21 AM Learn about SEC filing dates

NORTHERN OIL & GAS, INC. false 0001104485 0001104485 2026-06-02 2026-06-02

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): June 2, 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 8.01 Other Events.

On June 2, 2026, Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), filed a prospectus supplement (the “Resale Prospectus Supplement”) to the prospectus contained in its effective Registration Statement on Form S-3ASR (File No. 333-296399) covering the resale of up to 3,689,413 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), which may be used by the selling stockholder identified therein to resell shares of Common Stock received by the selling stockholder in connection with the transactions (the “Parallax Acquisition”) contemplated by that certain asset purchase and sale agreement, dated May 22, 2026 (the “PSA”), among Parallax Energy Operating Inc., a corporation existing under the laws of the Province of Alberta (“Seller”), NOG Energy Canada, Ltd., a corporation existing under the laws of the Province of Alberta and a wholly owned subsidiary of the Company, and, for certain limited purposes, the Company. Pursuant to the terms of the PSA, at the closing of the Parallax Acquisition, the Company and Seller entered into a registration rights agreement, pursuant to which, among other things and subject to certain restrictions, the Company agreed to file with the Securities and Exchange Commission a prospectus supplement registering for resale the shares of Common Stock issued to Seller (or its permitted transferees) upon consummation of the Parallax Acquisition.

The Company is filing this Current Report on Form 8-K to provide the legal opinion as to the validity of the shares of Common Stock covered by the Resale Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
5.1		Opinion Letter of Kirkland & Ellis LLP regarding the validity of the shares of Common Stock covered by the Resale Prospectus Supplement.
23.1		Consent of Kirkland & Ellis LLP (included as part of Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: June 2, 2026

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-5.1 EX-5.1 9.3 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