Northern Oil & Gas (NOG) CEO receives stock award, surrenders shares for tax

Rhea-AI Filing Summary

Northern Oil & Gas CEO Nicholas L. O'Grady reported a stock-based compensation grant and related tax withholding. On March 16, 2026, he received 52,391 shares of Common Stock as restricted stock under the 2018 Equity Incentive Plan at $0.00 per share. On the same date, 25,053 shares were surrendered at $27.51 per share to pay taxes due upon vesting of restricted stock, using the last closing price before surrender. After these transactions, he directly holds 261,071 shares of 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

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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^*

O'GRADY NICHOLAS L.

(Last) (First) (Middle)

4350 BAKER ROAD, SUITE 400

(Street)

MINNETONKA MINNESOTA 55343

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

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

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

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

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)	03/16/2026		A		52,391	A	$0	286,124	D
Common Stock(2)	03/16/2026		F		25,053	D	$27.51(3)	261,071	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. Restricted stock granted pursuant to the Issuer's 2018 Equity Incentive Plan.

2. Surrender of shares to pay taxes payable upon vesting of restricted stock.

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	03/18/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did NOG CEO Nicholas O'Grady report on March 16, 2026?

NOG CEO Nicholas O'Grady reported receiving 52,391 shares of restricted Common Stock and surrendering 25,053 shares to cover taxes on March 16, 2026. Both transactions involve stock-based compensation rather than open-market buying or selling activity.

How many NOG shares does CEO Nicholas O'Grady hold after the latest Form 4 filing?

After the reported transactions, CEO Nicholas O'Grady directly holds 261,071 shares of Northern Oil & Gas Common Stock. This figure reflects the restricted stock grant and the shares surrendered to satisfy tax obligations tied to vesting on March 16, 2026.

Was the NOG CEO’s March 2026 stock award an open-market purchase?

The March 2026 stock award was not an open-market purchase. O'Grady received 52,391 shares as restricted stock under Northern Oil & Gas’s 2018 Equity Incentive Plan, a form of equity compensation granted at no cash cost per share.

Why did the NOG CEO surrender 25,053 shares in the March 2026 transaction?

He surrendered 25,053 shares to pay taxes due upon vesting of restricted stock. The Form 4 notes this as a tax-withholding disposition, using the last closing price of $27.51 per share to value the surrendered stock for tax purposes.

What equity plan governed the NOG CEO’s 52,391-share stock award?

The 52,391-share restricted stock grant to CEO Nicholas O'Grady was made under Northern Oil & Gas’s 2018 Equity Incentive Plan. This plan provides equity-based compensation, granting Common Stock as part of executive and employee incentive packages.