NOG (NOG) CTO awarded restricted stock and surrenders shares for tax

Rhea-AI Filing Summary

NORTHERN OIL & GAS, INC. Chief Technical Officer James B. Evans received a grant of 12,044 shares of common stock as restricted stock under the company’s 2018 Equity Incentive Plan. On the same date, 5,672 shares were surrendered at a price of $27.51 per share to cover taxes due upon vesting. After these compensation-related and tax-withholding transactions, Evans directly owns 78,179 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

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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 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)

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

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		12,044	A	$0	83,851	D
Common Stock(2)	03/16/2026		F		5,672	D	$27.51(3)	78,179	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 executive James B. Evans report on this Form 4?

James B. Evans reported receiving 12,044 shares of Northern Oil & Gas common stock as restricted stock and surrendering 5,672 shares to cover taxes upon vesting. These actions are compensation- and tax-related, not open-market purchases or sales.

How many Northern Oil & Gas (NOG) shares does James B. Evans hold after these transactions?

After the grant and tax withholding, James B. Evans directly holds 78,179 shares of Northern Oil & Gas common stock. This figure reflects the net position following the restricted stock award and the surrender of shares to pay associated tax liabilities.

What was the nature of the 12,044-share award reported by NOG’s Chief Technical Officer?

The 12,044 shares were granted as restricted stock under Northern Oil & Gas’s 2018 Equity Incentive Plan. Restricted stock typically vests over time or upon conditions, aligning executive compensation with company performance and shareholder value over the vesting period.

Why were 5,672 NOG shares surrendered by James B. Evans at $27.51 per share?

The 5,672 shares were surrendered to pay taxes due upon vesting of restricted stock. The $27.51 per-share value reflects the last closing price of Northern Oil & Gas common stock on or before the surrender date, as used for tax calculation purposes.

Does this NOG Form 4 show open-market buying or selling by the executive?

No, the Form 4 shows a restricted stock grant and a tax-withholding share surrender, not open-market trades. The transactions are part of compensation and tax settlement, rather than discretionary purchases or sales on the public market.