Northern Oil & Gas (NOG) CTO reports PSU vesting and tax share withholding

Rhea-AI Filing Summary

Northern Oil & Gas, Inc. Chief Technical Officer James B. Evans reported equity compensation activity involving the company’s common stock. On February 9, 2026, he acquired 5,073 shares through vesting and settlement of performance-based restricted stock units tied to total shareholder return for the 2023–2025 period.

On the same date, 2,685 shares were disposed of to cover tax withholding obligations, based on a reference price of $25.88 per share. After these transactions, Evans directly owned 71,807 shares of Northern Oil & Gas common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Evans James B.

(Last) (First) (Middle)

4350 BAKER ROAD, SUITE 400

(Street)

MINNETONKA MN 55343

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NORTHERN OIL & GAS, INC. [ N O G ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technical Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/09/2026		A		5,073(1)	A	$0	74,492	D
Common Stock	02/09/2026		F		2,685(2)	D	$25.88(3)	71,807	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of common stock acquired upon vesting and settlement of performance-based restricted stock units (PSUs) subject to the Issuer's TSR relative to a peer group for the 2023-2025 performance period.

2. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of the PSUs described in footnote 1 above.

3. Reflects the last closing price of the company's common stock on or before the date the shares were surrendered.

Remarks:

	/s/ Stephanie L. Horton as attorney-in-fact	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did NOG’s Chief Technical Officer report on February 9, 2026?

NOG’s Chief Technical Officer James B. Evans reported an equity award vesting and related tax withholding on February 9, 2026. He received 5,073 common shares from performance-based restricted stock units and had 2,685 shares withheld to satisfy associated tax obligations.

How many NOG shares did James B. Evans acquire through equity awards?

James B. Evans acquired 5,073 Northern Oil & Gas common shares via vesting and settlement of performance-based restricted stock units. These units were tied to the company’s total shareholder return relative to a peer group for the 2023–2025 performance period.

Why were some NOG shares disposed of in James B. Evans’s Form 4 filing?

The Form 4 shows 2,685 Northern Oil & Gas shares disposed of to satisfy tax withholding obligations. These shares were withheld by the company in connection with the vesting and settlement of the same performance-based restricted stock units that delivered 5,073 shares.

What price was used for NOG shares withheld for James B. Evans’s taxes?

The shares withheld for taxes used a reference price of $25.88 per Northern Oil & Gas share. This reflects the last closing price of the company’s common stock on or before the date the shares were surrendered for tax withholding.

How many NOG shares does James B. Evans own after these transactions?

After the reported transactions, James B. Evans directly owns 71,807 Northern Oil & Gas common shares. This figure reflects the net result of receiving 5,073 shares from performance-based units and 2,685 shares withheld to cover related tax obligations.

What performance period applied to the NOG PSUs that vested for James B. Evans?

The performance-based restricted stock units that vested for James B. Evans covered the 2023–2025 performance period. Their payout was tied to Northern Oil & Gas’s total shareholder return relative to a defined peer group over that timeframe, as described in the filing’s footnotes.