Northern Oil and Gas (NYSE: NOG) closes Utica acquisition and expands $1.975B credit line

Rhea-AI Filing Summary

Northern Oil and Gas, Inc. completed its joint acquisitions of Ohio Utica Shale upstream and midstream assets from Antero for a combined cash purchase price of approximately $1.2 billion, shared with Infinity Natural Resources, LLC. Under amendments signed on February 22, 2026, Northern will own a 40% interest and INR Holdings a 60% interest in both the Upstream Assets and Midstream Assets. Northern’s unadjusted purchase price allocations are $320 million for the Upstream Assets and $160 million for the Midstream Assets. A related credit agreement amendment increased the borrowing base on Northern’s revolving credit facility from $1.8 billion to $1.975 billion and raised the elected commitment amount from $1.6 billion to $1.8 billion. Northern’s closing payment for its 40% stake was $464.5 million in cash, including a $58.8 million deposit, funded with cash on hand, operating free cash flow and revolver borrowings.

Positive

• Closing of large Utica Shale acquisition: Northern completed its joint purchase of Ohio Utica upstream and midstream assets from Antero, securing a 40% interest in properties with approximately $1.2 billion in combined cash consideration shared with its partner.
• Expanded borrowing capacity: The reserves-based revolving credit facility borrowing base increased from $1.8 billion to $1.975 billion, and the elected commitment rose from $1.6 billion to $1.8 billion, providing additional balance-sheet flexibility.

Negative

• None.

Insights

Energy M&A and Capital Structure Analyst

NOG closes a $1.2 billion Utica joint acquisition and secures a larger credit facility to support it.

Northern Oil and Gas has closed its joint purchase of Ohio Utica Shale upstream and midstream assets from Antero, with total cash consideration of approximately $800 million for Upstream Assets and $400 million for Midstream Assets shared with Infinity Natural Resources. Amendments shifted ownership so INR now holds 60% and Northern 40% of each asset package, with Northern’s unadjusted purchase price set at $320 million upstream and $160 million midstream.

The company paid a $464.5 million closing amount, including a $58.8 million deposit, funded through cash on hand, operating free cash flow and borrowings under its reserves-based lending facility. In tandem, Northern negotiated a credit agreement amendment increasing its borrowing base to $1.975 billion from $1.8 billion and its elected commitment to $1.8 billion from $1.6 billion, while keeping other terms largely unchanged for the facility due 2030.

Strategically, this filing highlights a scale expansion in a core shale basin, backed by additional liquidity from an 18-lender syndicate. Actual financial impact will depend on production performance of the acquired properties, commodity prices and how Northern manages leverage under the enlarged revolving credit facility in future reporting periods.

NORTHERN OIL & GAS, INC. false 0001104485 0001104485 2026-02-22 2026-02-22

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): February 22, 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 February 23, 2026, Northern Oil and Gas Inc. (“Northern”) and Infinity Natural Resources, LLC (“INR Holdings” and, together with Northern, the “Buyers”) completed their previously announced acquisitions (the “Antero Acquisitions”) of (i) certain rights, title and interests in upstream oil and gas properties, rights and related assets located in the State of Ohio (the “Upstream Assets”) from Antero Resources Corporation, Antero Minerals LLC and Monroe Pipeline LLC (collectively, the “Upstream Sellers”), pursuant to that certain purchase and sale agreement (the “Upstream Purchase Agreement”), dated December 5, 2025, by and among INR Holdings, Northern and the Upstream Sellers, for a combined cash purchase price of approximately $800 million and (ii) 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”) from Antero Midstream LLC, Antero Water LLC and Antero Treatment LLC (collectively, the “Midstream Sellers”) pursuant to that certain purchase and sale agreement (the “Midstream Purchase Agreement” and, together with the Upstream Purchase Agreement, the “Antero Purchase Agreements”), dated December 5, 2025, by and among INR Holdings, Northern and the Midstream Sellers, for a combined cash purchase price of approximately $400 million.

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 were attached as Exhibit 2.1 and Exhibit 2.2, respectively, to Northern’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 8, 2025. The summary of the Antero Acquisitions and the Antero Purchase Agreements set forth under Item 1.01 of Northern’s Current Report on Form 8-K filed with the SEC on December 8, 2025 is incorporated herein by reference.

Item 1.01 Entry Into a Material Definitive Agreement.

Antero Upstream Purchase Agreement Amendment

Under the Upstream Purchase Agreement, INR Holdings was to acquire an undivided 51% interest, and Northern was to acquire an undivided 49% interest, in the Upstream Assets. On February 22, 2026, the Buyers and Upstream Sellers entered into an amendment to the Upstream Purchase Agreement (the “Upstream Amendment”), pursuant to which, among other amendments, INR Holdings will acquire an undivided 60% interest, and Northern will acquire an undivided 40% interest, in the Upstream Assets. As a result of the Upstream Amendment, INR Holdings’ share of the unadjusted purchase price for the Upstream Assets is $480 million, and Northern’s share of the purchase price for the Upstream Assets is $320 million (in each case, subject to adjustment in accordance with the terms of the Upstream Purchase Agreement).

Antero Midstream Purchase Agreement Amendment

Under the Midstream Purchase Agreement, INR Holdings was to acquire an undivided 51% interest, and Northern was to acquire an undivided 49% interest, in the Midstream Assets. On February 22, 2026, the Buyers and Midstream Sellers entered into an amendment to the Midstream Purchase Agreement (the “Midstream Amendment” and, together with the Upstream Amendment, the “Antero Purchase Agreements Amendments”), pursuant to which, among other amendments, INR Holdings will acquire an undivided 60% interest, and Northern will acquire an undivided 40% interest, in the Midstream Assets. As a result of the Midstream Amendment, INR Holdings’ share of the unadjusted purchase price for the Midstream Assets is $240 million, and Northern’s share of the purchase price for the Midstream Assets is $160 million (in each case, subject to adjustment in accordance with the terms of the Midstream Purchase Agreement).

The foregoing descriptions of the Upstream Amendment and Midstream Amendment 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 Amendment and Midstream Amendment, copies of which are filed herewith as Exhibit 2.3 and Exhibit 2.4, respectively, and are incorporated herein by reference.

Credit Agreement Amendment

On February 23, 2026, Northern entered into an amendment (the “Credit Agreement Amendment”) to its Fourth Amended and Restated Credit Agreement, dated as of November 5, 2025, governing Northern’s revolving credit facility with Wells Fargo Bank, National Association, as administrative agent and collateral agent, and the lenders from time to time party thereto. Pursuant to the Credit Agreement Amendment, an interim borrowing base redetermination was completed and: (i) the borrowing base will increase from $1.8 billion to $1.975 billion and (ii) the elected commitment amount will increase from $1.6 billion to $1.8 billion.

The foregoing description of the Credit Agreement Amendment is not complete and is qualified in its entirety by reference to the full text of the Credit Agreement Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note and in Item 1.01 of this Current Report on Form 8-K under the headings “Anterro Upstream Purchase Agreement Amendment” and “Antero Midstream Purchase Agreement Amendment” is incorporated by reference into this Item 2.01.

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

The information set forth in Item 1.01 of this Current Report on Form 8-K under the heading “Credit Agreement Amendment” is incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On February 23, 2026, Northern issued a press release announcing the closing of the Antero 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 Northern 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 (incorporated by reference to Exhibit 2.1 to the Northern Oil and Gas, Inc. Current Report on Form 8-K filed with the SEC on December 8, 2025).
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 (incorporated by reference to Exhibit 2.2 to the Northern Oil and Gas, Inc. Current Report on Form 8-K filed with the SEC on December 8, 2025).
2.3*		Amendment No. 1 to the Purchase and Sale Agreement, dated as of February 22, 2026, 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.
2.4*		Amendment No. 1 to the Purchase and Sale Agreement, dated as of February 22, 2026, 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.
10.1*		First Amendment to the Fourth Amended and Restated Credit Agreement among Northern Oil and Gas, Inc., Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto, dated February 23, 2026.
99.1		Press Release, dated February 23, 2026.
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: February 23, 2026

Exhibit 99.1

NOG Closes Joint Ohio Utica Acquisition, Announces Upsized Credit Facility

HIGHLIGHTS

• NOG closed previously announced joint acquisition of midstream and upstream interests in the Ohio Utica Shale Assets (the “Assets”) with Infinity Natural Resources (“INR”)

• Revolving Credit Facility’s Borrowing Base increased to ~$2.0 billion, Elected Commitment increased to $1.8 billion, adding $200 million of additional liquidity

MINNEAPOLIS—(BUSINESS WIRE)— Northern Oil and Gas, Inc. (NYSE: NOG) (the “Company” or “NOG”) today announced the closing of its acquisition of non-operated properties in the core of the Ohio Utica Shale, and a revised, upsized reserves-based lending facility.

UTICA SHALE ACQUISITION

On February 23, 2026, NOG closed on its previously announced joint acquisition of interests in the Ohio Utica Shale Upstream and Midstream Assets from Antero Resources Corporation and Antero Midstream Corporation (“Antero”). As previously announced, NOG acquired a 40% stake with INR increasing its stake in the joint acquisition to 60%.

The closing payment by NOG was $464.5 million in cash, which includes a $58.8 million deposit paid at signing. The closing payment is net of preliminary and customary purchase price adjustments and remains subject to post-closing settlements between NOG and Antero. More information regarding this acquisition can be found in NOG’s December 8, 2025 press release announcing the transaction, which is available here.

NOG funded the acquisition with cash on hand, operating free cash flow and borrowings from NOG’s revolving credit facility.

CREDIT FACILITY EXPANSION

On February 23, 2026, NOG entered into an amendment to the credit agreement governing its reserves-based lending facility (the “Revolving Credit Facility”) due 2030 with Wells Fargo, as administrative agent, and the existing syndicate of 18 lenders. The elected commitment amount increased to $1.8 billion from $1.6 billion, and the borrowing base increased to $1.975 billion from $1.8 billion. All other terms and conditions remain substantially unchanged.

ABOUT NORTHERN OIL AND GAS

NOG is a real asset company with a primary strategy of acquiring and investing in non-operated minority working and mineral interests in the premier hydrocarbon producing basins within the contiguous United States. More information about NOG can be found at www.noginc.com.

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 of 1933, as amended, and the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this release regarding NOG’s financial position, business strategy, plans and objectives of management for future operations, industry conditions, capital expenditures, production, cash flow, hedging and other matters are forward-looking statements. When used in this release, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “guidance,” “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 NOG’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 NOG’s properties and properties pending acquisition, the effects of the COVID-19 pandemic and related economic slowdown, NOG’s ability to acquire additional development opportunities, integration and benefits of property acquisitions, or the effects of such acquisitions on Northern’s cash position and levels of indebtedness, changes in NOG’s reserves estimates or the value thereof, general economic or industry conditions, nationally and/or in the communities in which NOG conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, risks and uncertainties related to the closing of recent acquisition transactions (including the transactions described herein), NOG’s ability to raise or access capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, and other economic, competitive, governmental, regulatory and technical factors affecting NOG’s operations, products, services and prices. Additional information concerning potential factors that could affect future results is included in the section entitled “Item 1A. Risk Factors” and other sections of NOG’s most recent Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q, as updated from time to time in amendments and subsequent reports filed with the SEC, which describe factors that could cause NOG’s actual results to differ from those set forth in the forward-looking statements.

NOG has based these forward-looking statements on its current expectations and assumptions about future events. While 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 NOG’s control. Accordingly, results actually achieved may differ materially from expected results described in these statements. NOG does not undertake, and specifically disclaims, any obligation to update any forward-looking statements, except as may be required by the federal securities laws.

Evelyn Infurna

Vice President of Investor Relations

(952) 476-9800

ir@noginc.com

Source: Northern Oil and Gas, Inc.

FAQ

What acquisition did Northern Oil and Gas (NOG) close in the Ohio Utica Shale?

Northern closed a joint acquisition of upstream and midstream assets in the Ohio Utica Shale from Antero entities. The combined cash purchase price was approximately $800 million for Upstream Assets and $400 million for Midstream Assets, shared with Infinity Natural Resources.

What ownership interest did NOG acquire in the Antero Utica assets?

NOG acquired a 40% interest in both the Upstream Assets and Midstream Assets, while Infinity Natural Resources holds 60%. This revised split comes from amendments to the original purchase agreements signed on February 22, 2026, adjusting the initial 49%/51% structure.

How much did NOG pay at closing for its Ohio Utica acquisition stake?

NOG’s closing payment was $464.5 million in cash, including a $58.8 million deposit paid at signing. The payment reflects preliminary and customary purchase price adjustments and remains subject to post-closing settlements between Northern and Antero.

How did Northern Oil and Gas fund the Ohio Utica acquisition?

Northern funded the $464.5 million closing payment using cash on hand, operating free cash flow and borrowings from its revolving credit facility. This blended funding approach combines internal cash generation with additional draws on its reserves-based lending facility.

What changes were made to NOG’s revolving credit facility in 2026?

An amendment increased the borrowing base to $1.975 billion from $1.8 billion and raised the elected commitment amount to $1.8 billion from $1.6 billion. The facility, due 2030, otherwise retains substantially unchanged terms with an 18-lender syndicate.

Why did NOG and Infinity Natural Resources amend their Antero purchase agreements?

The amendments shifted the ownership interests so Infinity Natural Resources now acquires 60% and NOG 40% of both Upstream and Midstream Assets. Correspondingly, NOG’s unadjusted purchase prices are $320 million upstream and $160 million midstream, altering the initial 49% share.

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EX-99.1 10.7 KB

Agreements & Contracts

• EX-10.1 EX-10.1 93.4 KB

Other Documents

• EX-2.3 EX-2.3 26.5 KB
• EX-2.4 EX-2.4 20.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB