Northern Oil & Gas (NYSE: NOG) prices $725M 7.875% 2033 senior notes

Rhea-AI Filing Summary

Northern Oil and Gas, Inc. disclosed that it has priced a private offering of $725 million in aggregate principal amount of new 7.875% senior notes due 2033. These notes are a new debt instrument that will bear a fixed interest rate until maturity in 2033, affecting the company’s long-term capital structure and interest expense. The company announced the pricing through a press release, which is included as an exhibit and incorporated by reference. The company also emphasizes that this report and the press release do not constitute an offer to sell or a solicitation of an offer to buy the new notes.

Insights

Corporate finance and credit structure analyst

Northern Oil & Gas is adding $725M of long-term, fixed-rate debt via new 7.875% senior notes due 2033.

The company has priced a private offering of $725 million in aggregate principal amount of new 7.875% senior notes due 2033. Senior notes sit higher in the capital structure than equity, so they must be serviced with interest payments before value flows to shareholders. The fixed 7.875% coupon locks in the cost of this borrowing through 2033, which can provide predictability in interest expense.

Because this is a private offering, the notes are initially sold to a limited group of qualified investors rather than broadly to the public. The company states that neither this report nor the related press release is an offer to sell or a solicitation to buy the notes, reflecting securities law constraints around such offerings. Future filings may provide additional detail on how the proceeds are used and how these notes interact with existing debt.

NORTHERN OIL & GAS, INC. false 0001104485 0001104485 2025-09-22 2025-09-22

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): September 22, 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 8.01. Other Events.

On September 22, 2025, Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), issued a press release announcing that the Company has priced a private offering of $725 million in aggregate principal amount of new 7.875% senior notes due 2033 (the “New Notes”).

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 New Notes.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Press release of Northern Oil and Gas, Inc., dated September 22, 2025
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: September 22, 2025				NORTHERN OIL AND GAS, INC.
				By		/s/ Erik J. Romslo
						Erik J. Romslo
						Chief Legal Officer and Secretary

FAQ

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

Northern Oil and Gas, Inc. announced that it has priced a private offering of $725 million in aggregate principal amount of new 7.875% senior notes due 2033.

What are the key terms of Northern Oil and Gas’ new notes?

The company’s new debt consists of $725 million in aggregate principal amount of 7.875% senior notes due 2033, meaning they are senior obligations with a fixed 7.875% interest rate and a stated maturity in 2033.

Is Northern Oil and Gas’ $725 million senior notes transaction a public or private offering?

Northern Oil and Gas, Inc. states that it has priced a private offering of the $725 million 7.875% senior notes due 2033, rather than a registered public offering.

Does this 8-K or the press release offer to sell Northern Oil and Gas’ new notes?

No. The company explicitly states that neither this report nor the related press release constitutes an offer to sell or a solicitation of an offer to buy the new notes.

Where can investors find more details on Northern Oil and Gas’ note pricing announcement?

More details are provided in a press release dated September 22, 2025, which is attached as Exhibit 99.1 to the report and incorporated by reference.

What exhibit did Northern Oil and Gas include with this 8-K filing?

Northern Oil and Gas, Inc. included Exhibit 99.1, a press release dated September 22, 2025, and an Inline XBRL cover page exhibit labeled 104.