Northern Oil and Gas (NYSE: NOG) closes CA$237M Parallax asset acquisition

Rhea-AI Filing Summary

Northern Oil and Gas, Inc. completed its previously announced Parallax Acquisition on June 1, 2026, buying certain Canadian oil and gas properties and related assets from Parallax Energy Operating Inc. The consideration included CA$237.0 million in cash and 3,689,413 shares of Northern’s common stock.

The cash portion, which includes a CA$37.5 million deposit, will be subject to final post-closing settlement and was funded with cash on hand, operating free cash flow and borrowings under the revolving credit facility. Northern also entered into a registration rights agreement to file a Form S-3ASR shelf registration or prospectus supplement covering the resale of the stock consideration by the seller.

Insights

Energy M&A and Capital Markets Analyst

Northern closes a cash-and-stock Canadian asset acquisition and grants resale rights on new shares.

Northern Oil and Gas has closed the Parallax Acquisition, paying CA$237.0 million in cash and issuing 3,689,413 common shares. The deal adds Canadian oil and gas properties while drawing on cash, operating free cash flow and its revolving credit facility.

Economically, this is a leverage- and equity-funded expansion. The cash amount remains subject to post-closing settlement, so final consideration could adjust within the agreed terms. Issuing new shares introduces some dilution but avoids using only debt funding.

The new registration rights agreement requires Northern to file a Form S-3ASR shelf or prospectus supplement for resale of the stock consideration. That framework permits Parallax to sell shares in the market once effective; actual impact will depend on timing and size of any resales.

8-K Event Classification

3 items: 1.01, 3.02, 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 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Cash consideration: CA$237.0 million Cash deposit: CA$37.5 million Stock consideration: 3,689,413 shares +2 more

5 metrics

Cash consideration CA$237.0 million Closing consideration for Parallax Acquisition

Cash deposit CA$37.5 million Previously paid deposit included in cash consideration

Stock consideration 3,689,413 shares Northern Oil and Gas common stock issued to seller

Form type Form S-3ASR Shelf registration or prospectus supplement for resale of stock consideration

Closing date June 1, 2026 Date Parallax Acquisition was completed

Key Terms

Parallax Acquisition, registration rights agreement, shelf registration statement, Form S-3ASR, +1 more

5 terms

Parallax Acquisition financial

"completed its previously announced acquisition (the “Parallax Acquisition”) of certain oil and gas properties"

registration rights agreement regulatory

"the Company entered into a registration rights agreement (the “Registration Rights Agreement”)"

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.

shelf registration statement regulatory

"prepare and file with the Securities and Exchange Commission a shelf registration statement"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Form S-3ASR regulatory

"a shelf registration statement, or a prospectus supplement to an existing registration statement, on Form S-3ASR"

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.

Stock Consideration financial

"3,689,413 shares of the Company’s common stock ... (the “Stock Consideration”)"

Stock consideration is when a company pays for an acquisition, merger, or other corporate deal by issuing its own shares instead of using cash. It matters to investors because receiving or issuing stock changes who owns what: sellers get a stake in the combined business and existing shareholders see their piece of the company shrink, similar to adding more slices to a pie. That shift affects potential returns, voting control, and future share value.

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Understanding 8-K Material Events →

NORTHERN OIL & GAS, INC. false 0001104485 0001104485 2026-06-01 2026-06-01

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 1, 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. ☐

Introductory Note

On June 1, 2026 (the “Closing Date”), Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), completed its previously announced acquisition (the “Parallax Acquisition”) of certain oil and gas properties, interests and related assets (the “Acquired Assets”) from Parallax Energy Operating Inc., a corporation existing under the laws of the Province of Alberta (“Seller”), pursuant to that certain asset purchase and sale agreement, dated May 22, 2026 (the “PSA”), among Seller, NOG Energy Canada, Ltd., a corporation existing under the laws of the Province of Alberta and a wholly owned subsidiary of the Company (“Purchaser”), and, for certain limited purposes, the Company. In accordance with the PSA, Purchaser paid closing consideration to Seller in respect of the Acquired Assets consisting of CA$237.0 million in cash (which includes a CA$37.5 million cash deposit previously paid by Purchaser upon the execution of the PSA and held in escrow in accordance with the terms of the PSA) and 3,689,413 shares of the Company’s common stock, par value $0.001 per share (the “Stock Consideration”). The cash portion of the consideration remains subject to final post-closing settlement between Purchaser and Seller. The cash portion of the closing payment was funded with cash on hand, operating free cash flow and borrowings under the Company’s revolving credit facility.

The material terms of the PSA were previously disclosed in Item 1.01 of the Company’s Current Report on Form 8-K filed on May 26, 2026, which is incorporated herein by reference. The description of the PSA included or incorporated by reference in this Current Report on Form 8-K (this “Report”) is qualified in its entirety by reference to the full text of the PSA, which is filed as Exhibit 2.1 hereto, and is incorporated herein by reference.

Item 1.01 Entry Into a Material Definitive Agreement.

On the Closing Date, pursuant to the PSA, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with Seller pursuant to which the Company has agreed to prepare and file with the Securities and Exchange Commission (the “SEC”) a shelf registration statement, or a prospectus supplement to an existing registration statement, on Form S-3ASR, covering the resale of the Stock Consideration no later than the later to occur of (x) the first business day following the Closing Date and (y) three business days after receipt of a completed customary questionnaire from Seller (subject to certain conditions and exceptions). The Company has agreed, among other things, to indemnify Seller and its permitted transferees with respect to certain liabilities and to pay all fees and expenses incident to the Company’s obligations under the Registration Rights Agreement.

The foregoing description of the Registration Rights Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Registration Rights Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The description set forth under “Introductory Note” above of the issuance of the Stock Consideration pursuant to the PSA and the terms thereof is incorporated herein by reference. The Stock Consideration was issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof. The information contained in this Report is not an offer to sell or the solicitation of an offer to buy any securities of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
2.1*		Asset Purchase and Sale Agreement, dated May 22, 2026, among Parallax Energy Operating Inc., NOG Energy Canada, Ltd. and, for certain limited purposes, Northern Oil and Gas, Inc. (incorporated by reference to Exhibit 2.1 to Northern Oil and Gas, Inc.’s Current Report on Form 8-K filed with the SEC on May 26, 2026).
10.1		Registration Rights Agreement, dated June 1, 2026, by and between Northern Oil and Gas, Inc. and Parallax Energy Operating Inc.
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 SEC 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: June 1, 2026

FAQ

What transaction did Northern Oil and Gas (NOG) complete with Parallax Energy?

Northern Oil and Gas completed the Parallax Acquisition, buying certain oil and gas properties and related assets in Canada from Parallax Energy Operating Inc. The deal used a mix of cash and newly issued common shares as consideration.

How much did Northern Oil and Gas (NOG) pay for the Parallax Acquisition?

Northern Oil and Gas paid closing consideration of CA$237.0 million in cash plus 3,689,413 shares of its common stock. The cash portion, including a CA$37.5 million deposit, remains subject to a final post-closing settlement adjustment between the parties.

How did Northern Oil and Gas (NOG) fund the cash portion of the Parallax deal?

Northern Oil and Gas funded the cash portion of the Parallax Acquisition with cash on hand, operating free cash flow and borrowings under its revolving credit facility. This approach blends internal funding with incremental debt rather than relying solely on one source.

What is the registration rights agreement mentioned by Northern Oil and Gas (NOG)?

Northern Oil and Gas entered a registration rights agreement with Parallax requiring it to file a Form S-3ASR shelf registration statement, or prospectus supplement, covering resale of the 3,689,413 stock consideration shares. The company will also bear related fees and expenses under that agreement.

When did Northern Oil and Gas (NOG) close the Parallax Acquisition?

Northern Oil and Gas closed the Parallax Acquisition on June 1, 2026. On that closing date, it delivered the agreed cash and share consideration, and also entered the related registration rights agreement governing future resale of the issued stock consideration.

Under what exemption were Northern Oil and Gas (NOG) shares issued in the Parallax deal?

The 3,689,413 shares of Northern Oil and Gas common stock issued as stock consideration were offered in reliance on Section 4(a)(2) of the Securities Act of 1933. That exemption allows certain private offerings without immediate SEC registration of the issued securities.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 126.7 KB

Other Documents

• 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