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Northern Oil & Gas (NYSE: NOG) plans $500M notes to repay credit line

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Northern Oil and Gas, Inc. (NOG) announced that it intends to offer, subject to market and other conditions, $500 million in aggregate principal amount of new senior notes due 2034 in a private offering exempt from registration under the Securities Act of 1933.

The notes are expected to be sold to eligible purchasers under Rule 144A and Regulation S. NOG plans to use the net proceeds primarily to repay a portion of outstanding borrowings under its revolving credit facility and use any remaining funds for general corporate purposes. The securities will not be registered and may only be resold under applicable exemptions, and the announcement explicitly states it does not constitute an offer or solicitation in any jurisdiction where such actions would be unlawful.

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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, and exhibit attachments filed with this report.
Proposed senior notes offering $500 million aggregate principal amount Intended private offering of new senior notes due 2034
Maturity of new senior notes 2034 Stated maturity year of the proposed senior notes
Convertible senior notes 3.625% convertible senior notes due 2029 Existing NOG convertible notes referenced in the risk discussion
Revolving credit facility usage Portion of outstanding borrowings Primary intended use of net proceeds from the senior notes offering
senior notes financial
"offer, subject to market and other conditions, $500 million in aggregate principal amount of senior notes due 2034"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Rule 144A regulatory
"in a private offering to eligible purchasers under Rule 144A and Regulation S of the Securities Act"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Regulation S regulatory
"eligible purchasers under Rule 144A and Regulation S of the Securities Act of 1933"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
revolving credit facility financial
"use the net proceeds from the offering to repay a portion of the outstanding borrowings under its revolving credit facility"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
convertible senior notes financial
"risks associated with the Company’s 3.625% convertible senior notes due 2029"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

FAQ

What securities is NOG (Northern Oil and Gas, Inc.) planning to offer in this 8-K announcement?
Northern Oil and Gas, Inc. plans to offer $500 million in aggregate principal amount of senior notes due 2034. The notes will be issued in a private offering to eligible purchasers under Rule 144A and Regulation S, subject to market and other conditions.

How will NOG (NYSE: NOG) use the net proceeds from the proposed $500 million senior notes offering?
NOG intends to use the net proceeds primarily to repay a portion of outstanding borrowings under its revolving credit facility. Any remaining proceeds, if available, are earmarked for general corporate purposes, according to the company’s disclosure.

Who can purchase the new senior notes offered by NOG under this filing?
The senior notes are being offered only to investors reasonably believed to be qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. Retail investors are not the target buyers under these private offering exemptions.

Will NOG’s new senior notes due 2034 be registered with the SEC?
No. The senior notes will not be registered under the Securities Act or state securities laws. They may not be offered or sold in the United States without registration or an applicable exemption from registration requirements, as the company clearly states.

Does this NOG (NOG) announcement constitute an offer to sell the senior notes?
No. The company specifies that this communication does not constitute an offer to sell or a solicitation of an offer to purchase the notes. Any such offer would occur only where lawful and properly registered or qualified under applicable securities laws.

What existing NOG securities are referenced alongside the new senior notes in this disclosure?
The company references its 3.625% convertible senior notes due 2029 when describing certain risk factors. These existing convertible notes are discussed regarding potential impacts on NOG’s financial position, liquidity and possible dilution to shareholders.

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Understanding 8-K Material Events →
NORTHERN OIL & GAS, INC. false 0001104485 0001104485 2026-08-19 2026-08-19
 
 

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 19, 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 August 19, 2026, Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), issued a press release announcing that, subject to market and other conditions, the Company intends to offer for sale $500 million in aggregate principal amount of new senior notes due 2034 (the “Notes”) in a private offering to eligible purchasers that is exempt from registration under the Securities Act of 1933, as amended.

A copy of the press release is attached as Exhibit 99.1 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 Notes.

 

Item 9.01.

Financial Statements and Exhibits.

 

Exhibit
Number

   

Description

99.1    Press release of Northern Oil and Gas, Inc., dated August 19, 2026
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 19, 2026   NORTHERN OIL AND GAS, INC.
    By  

/s/ Erik J. Romslo

      Erik J. Romslo
      Chief Legal Officer and Secretary

Exhibit 99.1

 

LOGO

NOG ANNOUNCES PROPOSED $500 MILLION PRIVATE OFFERING OF SENIOR NOTES

MINNEAPOLIS—(BUSINESS WIRE)—August 19, 2026— Northern Oil and Gas, Inc. (NYSE: NOG) (the “Company” or “NOG”) today announced that it intends to offer, subject to market and other conditions, $500 million in aggregate principal amount of senior notes due 2034 (the “Notes”) in a private offering to eligible purchasers under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”).

The Company intends to use the net proceeds from the offering to repay a portion of the outstanding borrowings under its revolving credit facility and the remainder, if any, for general corporate purposes.

The Notes will not be registered under the Securities Act or under any state or other securities laws and may not be offered or sold within the United States, or to or for the account or benefit of any U.S. person, absent registration or an applicable exemption from registration requirements.

The Notes are being offered only to persons who are either reasonably believed to be “qualified institutional buyers” under Rule 144A or who are non-“U.S. persons” under Regulation S as defined under applicable securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to purchase securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

ABOUT NORTHERN OIL AND GAS

NOG is the largest publicly traded dedicated non-operator in the United States, built on a differentiated strategy of acquiring non-operated minority working interests and mineral rights across the premier basins of North America.

SAFE HARBOR

This press release contains forward-looking statements regarding future events and future results that are subject to the safe harbors created under the Securities Act and the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this press release are forward-looking statements, including, but not limited to, statements regarding the Company’s plans to issue the Notes and the anticipated use of the net proceeds therefrom. When used in this press release, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “continue,” “anticipate,” “target,” “could,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating or making assumptions about actual or potential future production, sales, market size, collaborations, cash flows, and trends or operating results also constitute such forward-looking statements.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond the Company’s control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: changes in crude oil and natural gas prices, the pace of drilling and completions activity on the Company’s current properties and properties pending acquisition; infrastructure constraints and related factors affecting the Company’s properties; general economic or industry conditions, whether internationally, nationally and/or in the communities in which the Company conducts business, including any future economic downturn, cost inflation, supply chain disruptions, the impact of continued or further inflation, disruption in the financial markets, changes in the interest rate environment and actions taken by OPEC and other oil producing countries as it pertains to the global supply and demand of, and prices for, crude oil, natural gas and natural gas liquids; ongoing legal disputes over, and potential shutdown of, the Dakota Access Pipeline; the Company’s ability to identify and consummate additional development opportunities and potential or pending acquisition transactions, the projected capital efficiency savings and other operating efficiencies and synergies resulting from the Company’s acquisition transactions, integration and benefits of property acquisitions, or the effects of such acquisitions on the Company’s cash position and levels of indebtedness; changes in the Company’s reserves estimates or the value

thereof; disruption to the Company’s business due to acquisitions and other significant transactions; changes in local, state and federal laws, regulations or policies that may affect the Company or the Company’s industry (such as the effects of tax law changes, and changes in environmental, health and safety regulation and regulations addressing climate change, and trade policy and tariffs), and similar changes in foreign jurisdictions where we currently or in the future may operate, including Canada; conditions of the securities markets; exchange rate fluctuations; risks associated with the Company’s 3.625% convertible senior notes due 2029 (the “Convertible Notes”), including the potential impact that the Convertible Notes may have on the Company’s financial position and liquidity, potential dilution, and that provisions of the Convertible Notes could delay or prevent a beneficial takeover of the Company; the potential impact of the capped call transactions undertaken in tandem with the Convertible Notes issuances, including counterparty risk; increasing attention to environmental, social and governance matters; the Company’s ability to raise or access capital on acceptable terms; cyber-incidents could have a material adverse effect on the Company’s business, financial condition or results of operations; changes in accounting principles, policies or guidelines; events beyond the Company’s control, including a global or domestic health crisis, acts of terrorism, political or economic instability or armed conflict in oil and gas producing regions and shipping channels, including the joint U.S.-Israel strikes on Iran, continued instability in the Middle East and the effects of any changes to conditions in or impacting Venezuela; and other economic, competitive, governmental, regulatory and technical factors affecting the Company’s operations, products and prices.

The Company has based any forward-looking statements on its current expectations and assumptions about future events. While the Company’s management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. Accordingly, results actually achieved may differ materially from expected results described in these statements. Forward-looking statements speak only as of the date they are made. You should consider carefully the statements under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as updated by the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026. The Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements, other than as may be required by applicable law or regulation.

CONTACT:

Evelyn Leon Infurna

Vice President of Investor Relations

(952) 476-9800

ir@noginc.com

Source: Northern Oil and Gas, Inc.

Source: View Original Filing on SEC EDGAR

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