Every 8-K that Northern Oil and Gas, Inc. (NOG) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow NOG and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NOG filings page.
Northern Oil and Gas, Inc. (NOG) has entered into an Indenture with Wilmington Trust, National Association and issued $500,000,000 of 7.500% Senior Notes due 2034. The notes mature on September 1, 2034, with interest payable semi-annually on March 1 and September 1, beginning March 1, 2027.
Before September 1, 2029, the company may redeem up to 40% of the notes with equity offering proceeds at 107.500% of principal plus interest, or redeem all or part at 100% plus a make-whole premium and interest. From September 1, 2029, the notes are callable at 103.750%, then 101.875%, and at par from 2031 onward. Holders have a 101% repurchase right upon a Change of Control Triggering Event, and the Indenture includes customary restrictive covenants and events of default, including cross-default and judgment default thresholds of $75.0 million.
NORTHERN OIL & GAS, INC. (symbol NOG) disclosed that it has priced a private offering of $500 million aggregate principal amount of 7.500% senior notes due 2034. The company announced this financing in a press release dated August 19, 2026, which is incorporated by reference as an exhibit.
The notes are being offered in a private transaction, and the company states that neither this report nor the press release constitutes an offer to sell or a solicitation of an offer to buy the notes.
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.
Northern Oil and Gas, Inc. reported strong results for the quarter ended June 30, 2026. Average production was 145,659 Boe per day (47% oil), up 9% from a year earlier, with record natural gas output of 464,330 Mcf per day, 35% higher year-over-year. Oil and natural gas sales were $670.8 million.
The company generated GAAP net income of $236.6 million, or $2.19 per diluted share, and Adjusted EBITDA of $401.0 million, 17% above the first quarter of 2026. Cash flow from operations was $321.6 million, and Free Cash Flow reached $159.0 million, up 424% versus the prior quarter and 26% versus the prior-year quarter. Capital expenditures were $195.8 million, excluding non-budgeted acquisitions, including Duvernay joint development consideration of $262.1 million and $44.7 million of ground game transactions.
Lease operating expense was $9.59 per Boe, 4% lower than a year earlier, while realized oil prices rose to $90.02 per Bbl. NOG had total liquidity of $1.0 billion, including $47.6 million of cash. The company returned capital via a $0.45 per share quarterly dividend and repurchased 2.95 million shares (~3% of outstanding) at an average price of $20.37, and increased its authorized share repurchase capacity to approximately $243.0 million. For the six months ended June 30, 2026, NOG reported a net loss of $286.2 million, reflecting large non-cash commodity derivative losses and impairments.
Northern Oil and Gas, Inc. reported preliminary second-quarter 2026 operating figures and capital allocation updates. The company estimates unrealized mark-to-market gains on derivatives of $155.0–$160.0 million, partially offset by realized hedge losses of $85.0–$90.0 million, and expects de minimis hedge impacts in the second half of 2026 at current strip prices.
Shut-ins of about 7,000 Boe per day, mainly on Novo assets in the Waha region, and deferred activity affected volumes, yet second-quarter oil production is expected to average 67.5–68.25 Mbo per day, with record gas volumes despite curtailments. Estimated second-quarter capital expenditures are $190.0–$200.0 million, and the company reiterated its 2026 production and capex guidance.
NOG closed its previously announced Duvernay joint development acquisition for CA$237.0 million in cash plus approximately 3.7 million shares at $22.06. It continued its "Ground Game," deploying about $45.0 million for over 2,300 net acres and 6.2 net wells. During the quarter, NOG repurchased 2.95 million shares (~3% of outstanding) at an average of $20.37, and the board increased the share repurchase authorization to about $243.0 million.
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.
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.
Northern Oil and Gas, Inc. held its Annual Meeting of Stockholders on May 21, 2026, where stockholders voted on director elections, auditor ratification, and executive pay.
All seven director nominees were elected. For example, Nicholas O’Grady received 83,772,877 votes for and 448,878 withheld, with 11,512,850 broker non-votes. Jennifer Pomerantz received 78,312,649 votes for and 5,909,106 withheld.
Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 95,171,334 votes for, 231,128 against, and 332,143 abstentions. They also approved, on a nonbinding advisory basis, the compensation of named executive officers, with 80,671,263 votes for, 2,986,714 against, 563,778 abstentions, and 11,512,850 broker non-votes.
Northern Oil and Gas, Inc. agreed to acquire a 25% undivided non‑operated interest in Light‑Oil Duvernay assets from Parallax for an initial unadjusted purchase price of CA$350 million (~US$259 million). The price includes CA$237 million in cash and CA$113 million in NOG common stock, plus potential contingent consideration of CA$25 million based on future oil prices.
The assets add about 4,000 Boe per day of net production and roughly 75,000 acres, with operating costs expected below $7.50 per Boe. NOG now guides 2026 production to 143,000–148,000 Boe per day with higher oil volumes, while keeping its total 2026 capital budget at $850–$900 million.
Northern Oil and Gas, Inc. reported first quarter 2026 results with higher volumes but a large GAAP loss driven by non-cash items. Oil and gas sales were $539.9 million and production averaged 148,303 Boe per day, up 10% from the first quarter of 2025.
GAAP net loss was $522.8 million, or $5.31 per share, primarily due to an unrealized mark-to-market loss on derivatives of about $521.4 million and a $268.3 million non-cash impairment. Adjusted Net Income was $74.7 million, and Adjusted EBITDA was $342.5 million, a 21% decrease from a year earlier.
The company generated $323.6 million of operating cash flow and $30.4 million of Free Cash Flow, with capital expenditures of $270.1 million. NOG closed a $464.6 million Ohio Utica acquisition and completed an 8.3 million share equity offering for $227.9 million, ending the quarter with total liquidity of $1.2 billion and paying a quarterly dividend of $0.45 per share.
Northern Oil and Gas, Inc. entered into an underwriting agreement with BofA Securities, Inc. for a previously announced equity offering of 7,207,208 shares of common stock. The company also granted the underwriter a 30-day option to purchase up to 1,081,081 additional shares.
The equity offering closed on March 13, 2026. Northern Oil and Gas expects to use the net proceeds for general corporate purposes, including repaying a portion of outstanding borrowings under its revolving credit facility. The offering was conducted under an existing automatic shelf registration statement and related prospectus supplement.
Northern Oil and Gas reported mixed 2025 results, balancing solid operational growth with weaker pricing and a large non-cash impairment. Fourth quarter production rose to 140,064 Boe per day, up 6% year over year, with record natural gas volumes of 392,163 Mcf per day. Yet Q4 GAAP results swung to a net loss of $70.7 million, driven largely by a $268.5 million ceiling-test impairment as oil prices fell, while Adjusted Net Income was $82.0 million and Adjusted EBITDA reached $366.5 million.
For full year 2025, oil and gas sales were $2.1 billion, with GAAP net income of $38.8 million and Adjusted Net Income of $453.4 million; Adjusted EBITDA was $1.6 billion, up 1%. The company generated Free Cash Flow of $424.0 million and returned over $230.4 million to shareholders through dividends and buybacks, including a quarterly dividend of $0.45 per share.
NOG also executed significant strategic moves. It closed a Joint Ohio Utica acquisition with a $464.6 million cash payment, lifted its borrowing base to $1.975 billion, extended debt maturities with new 7.875% senior notes due 2033, and plans to redeem remaining 2028 notes. Proved reserves increased 1% to 384,068 MBoe with a pre-tax PV-10 of $4.53 billion. 2026 guidance outlines production between 139,000–148,000 Boe per day and capital spending between $850 million and $1.1 billion under low and high activity scenarios.
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.
Northern Oil and Gas, Inc. provided a preliminary update on its fourth quarter 2025 results, highlighting strong hedging performance and a significant non-cash accounting charge. The company estimates unrealized mark-to-market gains on derivatives of $84.0–$88.0 million and realized hedge gains of $70.0–$72.0 million, reflecting its oil and gas hedging strategy.
NOG reports a record 33 “ground game” acquisition and development transactions in the quarter, deploying about $77.0 million across four basins and adding 1.2 net wells and over 6,000 net acres. For 2025, it invested approximately $173.5 million in a record 84 transactions, adding 12.8 net wells and more than 12,000 acres, which are expected to contribute over 65 net incremental locations.
The company expects a non-cash impairment charge of $260–$270 million in the fourth quarter of 2025 under the full-cost “ceiling test,” driven by lower average oil prices versus the prior year. NOG notes this impairment will not affect its cash flows. All figures are preliminary and subject to completion of year-end closing and audit procedures.
Northern Oil and Gas, Inc. agreed to a pair of joint acquisitions in Ohio with Infinity Natural Resources, LLC. The partners will buy upstream oil and gas properties and related rights for a cash purchase price of $800 million, with Northern responsible for $392 million and Infinity for $408 million. Infinity will operate these upstream assets.
They also agreed to acquire midstream gathering, compression, transportation and water infrastructure for a cash purchase price of $400 million, of which Northern will pay $196 million and Infinity $204 million, with Infinity operating the midstream assets. Both deals include the assumption of specified liabilities and are subject to customary closing conditions, and the buyers have deposited 10% of each unadjusted purchase price into escrow. Northern issued a press release and investor presentation describing the acquisitions.
Northern Oil and Gas, Inc. entered a Fourth Amended and Restated Credit Agreement, establishing a new revolving credit facility that matures on November 5, 2030. The initial elected commitment is $1.6 billion, with an initial Borrowing Base of $1.8 billion, and availability set at the lesser of those amounts. The Borrowing Base will be redetermined semiannually on or around April 1 and October 1, with one interim “wildcard” redetermination available each year to both the company and the Required Lenders.
Borrowings bear interest at a base rate or SOFR plus an applicable margin, with base rate margins ranging from 75–175 bps and SOFR margins from 175–275 bps, depending on utilization. Key financial covenants include a maximum total net debt to EBITDAX of 3.50x (rolling four quarters) and a minimum current ratio of 1.00x. The facility is secured by mortgages on at least 85% of the value of proved reserves and a first priority security interest in substantially all assets. The agreement replaces the company’s prior revolving credit facility entered on June 7, 2022.
Northern Oil and Gas, Inc. (NOG) reported that it issued a press release detailing its 2025 third quarter financial and operating results. The company furnished the full press release as Exhibit 99.1. This is a standard current report to make the results announcement broadly available to the market.
The filing confirms NOG’s common stock trades on the New York Stock Exchange under the symbol NOG. Investors seeking the specific quarterly figures and commentary should refer to the press release in Exhibit 99.1.
Northern Oil and Gas, Inc. filed a Form 8‑K stating it furnished a press release with preliminary financial and operating results for the third quarter of 2025. The company attached the press release as Exhibit 99.1, dated October 21, 2025.
Northern Oil and Gas’ common stock trades on the NYSE under the symbol NOG. This filing is an informational update that provides early performance indicators ahead of full quarterly reporting.
Northern Oil & Gas, Inc. filed an 8-K attaching an indenture dated October 1, 2025 between the company and Wilmington Trust, National Association as trustee that includes the form of a 7.875% Senior Note due 2033. The filing describes restrictive covenants that limit mergers, sales of substantially all assets, affiliate transactions and creation of unrestricted subsidiaries, subject to exceptions and termination if the 2033 Notes attain an investment grade rating from Moody's or S&P. The indenture also identifies default conditions, including unpaid final non-appealable judgments exceeding $75.0 million not paid or stayed within 60 days, enforceability issues with guarantees of the 2033 Notes, and specified bankruptcy or insolvency events affecting the company or Significant Subsidiaries. The document is signed by Erik J. Romslo, Chief Legal Officer and Secretary.
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.
Northern Oil and Gas, Inc. reported that it has begun a tender offer to buy back any and all of its outstanding 8.125% senior notes due 2028. At the same time, the company announced it intends to offer for sale $725 million in aggregate principal amount of new senior notes due 2033 in a private offering to eligible purchasers, subject to market and other conditions. Both transactions relate to the company’s debt securities and are being communicated via accompanying press releases, which are furnished as exhibits.