Northern Oil & Gas (NOG) CFO nets shares after PSU vesting and tax withholding

Rhea-AI Filing Summary

Northern Oil & Gas, Inc. CFO Allen Chad W reported equity compensation activity in the company’s common stock. On February 9, 2026, he acquired 6,179 shares through the vesting and settlement of performance-based restricted stock units tied to the 2023–2025 performance period.

On the same date, 3,213 shares were surrendered to the issuer to cover tax withholding obligations at a reference price of $25.88 per share. After these transactions, the CFO directly held 76,129 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^*

Allen Chad W

(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)
	CFO

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		6,179(1)	A	$0	79,342	D
Common Stock	02/09/2026		F		3,213(2)	D	$25.88(3)	76,129	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.
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 transactions did NOG’s CFO report in this Form 4?

The NOG CFO reported equity compensation activity on February 9, 2026. He received 6,179 common shares from performance-based RSU vesting, then surrendered 3,213 shares back to the issuer to satisfy tax withholding obligations related to that vesting.

How many Northern Oil & Gas (NOG) shares did the CFO acquire from PSU vesting?

The CFO acquired 6,179 shares of NOG common stock. These shares resulted from the vesting and settlement of performance-based restricted stock units tied to the company’s total shareholder return versus a peer group for the 2023–2025 performance period.

Were any NOG shares sold on the open market in this Form 4 filing?

No open-market sales were reported. The 3,213-share disposition was coded “F” and footnoted as shares withheld by the issuer solely to cover tax withholding obligations arising from the PSU vesting, rather than a market transaction by the CFO.

How many NOG shares does the CFO own after the reported transactions?

Following the February 9, 2026 transactions, the CFO directly beneficially owned 76,129 shares of Northern Oil & Gas common stock. This reflects the net result after receiving 6,179 vested shares and surrendering 3,213 shares for tax withholding purposes.

What do the performance-based RSUs in the NOG CFO’s Form 4 relate to?

The performance-based RSUs relate to Northern Oil & Gas’s total shareholder return. They vested based on TSR performance relative to a specified peer group over the 2023–2025 performance period, and settlement of those units resulted in the 6,179-share stock acquisition.

What does transaction code "F" mean in the NOG CFO’s Form 4?

Transaction code “F” indicates a tax-withholding disposition. In this case, 3,213 NOG shares were withheld by the issuer to satisfy tax obligations tied to the vesting of performance-based RSUs, rather than being sold into the market by the executive.