Northern Oil & Gas (NOG) CEO logs tax share surrender and 2,500-share gift

Rhea-AI Filing Summary

Northern Oil & Gas, Inc. CEO and director reported routine share movements involving company common stock. On 12/29/2025, 9,955 shares of common stock were surrendered to cover taxes due upon the vesting of restricted stock, using a reference price of $21.9 per share, leaving the transaction coded as a disposition for tax withholding purposes. The filing shows that after this event, the reporting person directly held 221,152 shares.

Also on 12/29/2025, the reporting person donated 2,500 shares of common stock, coded as a gift, to a charitable donor advised fund at a stated price of $0 per share. Following the gift, the reporting person directly owned 218,652 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

O'GRADY NICHOLAS L.

(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)

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

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		9,955	D	$21.9(2)	221,152	D
Common Stock	12/29/2025		G		2,500(3)	D	$0	218,652	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.

3. Represents shares donated by the reporting person to a charitable donor advised fund.

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 NOG's CEO report on 12/29/2025?

The CEO and director of Northern Oil & Gas, Inc. (NOG) reported two transactions on 12/29/2025: a tax-related surrender of 9,955 common shares and a charitable gift of 2,500 common shares.

How many NOG shares were surrendered for taxes by the reporting person?

The reporting person surrendered 9,955 shares of Northern Oil & Gas common stock to pay taxes due upon the vesting of restricted stock, using a reference price of $21.9 per share.

What charitable transaction involving NOG stock was disclosed?

The filing states that 2,500 shares of Northern Oil & Gas common stock were donated by the reporting person to a charitable donor advised fund, recorded with a price of $0 per share.

How many NOG shares does the insider own after these transactions?

After the tax-withholding surrender and the charitable gift on 12/29/2025, the reporting person directly owned 218,652 shares of Northern Oil & Gas common stock.

What role does the reporting person hold at Northern Oil & Gas (NOG)?

The reporting person is both a director and an officer of Northern Oil & Gas, Inc., serving in the role of CEO.

Were any derivative securities reported in this NOG insider filing?

The section for derivative securities indicates headings for options or similar instruments, but no derivative securities transactions are listed in the provided content.