Northern Oil & Gas (NOG) CTO reports tax-related stock surrender on Form 4

Rhea-AI Filing Summary

Northern Oil & Gas, Inc. reported that its Chief Technical Officer completed an administrative share transaction involving company stock. On 12/29/2025, the officer surrendered 4,978 shares of common stock in a transaction coded "F," which the company explains was to pay taxes due when restricted stock vested. The price used for the surrendered shares was $21.9, reflecting the last closing price of the common stock on or before the surrender date.

Following this tax-related disposition, the officer directly beneficially owned 69,419 shares of Northern Oil & Gas common stock. The filing indicates this was a routine equity award and tax withholding event rather than an open-market sale for investment purposes.

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

OMB APPROVAL

OMB Number:			3235-0287
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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)
12/29/2025

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(1)	12/29/2025		F		4,978	D	$21.9(2)	69,419	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. Surrender of shares to pay taxes payable upon vesting of restricted stock.

2. 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	12/30/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Northern Oil & Gas (NOG) report in this Form 4?

The Chief Technical Officer of Northern Oil & Gas, Inc. reported surrendering 4,978 shares of common stock on 12/29/2025 in a transaction coded "F" to cover taxes upon the vesting of restricted stock.

How many Northern Oil & Gas (NOG) shares does the officer own after the reported transaction?

After the tax-related share surrender, the Chief Technical Officer beneficially owned 69,419 shares of Northern Oil & Gas common stock, held directly.

What does transaction code "F" mean in the Northern Oil & Gas (NOG) Form 4?

The transaction was coded "F", which in this context is explained as a surrender of shares to pay taxes due when restricted stock vested, rather than a discretionary open-market sale.

What price was used for the Northern Oil & Gas (NOG) shares surrendered for taxes?

The 4,978 shares surrendered to pay taxes were valued at $21.9 per share, reflecting the last closing price of Northern Oil & Gas common stock on or before the surrender date.

Is the Northern Oil & Gas (NOG) insider transaction part of a 10b5-1 trading plan?

The form includes a checkbox to indicate if a transaction was made under a Rule 10b5-1 plan, but the excerpt does not show that box marked for this transaction.