Northern Oil & Gas (NOG) CEO logs PSU vesting and tax share withholding

Rhea-AI Filing Summary

Northern Oil & Gas CEO Nicholas L. O'Grady reported equity award activity in company stock. On 02/09/2026 he acquired 29,688 shares of common stock through the vesting and settlement of performance-based restricted stock units tied to total shareholder return versus a peer group for the 2023-2025 performance period.

The company withheld 14,607 shares, valued using a share price of $25.88, to cover related tax obligations. After these transactions, O'Grady directly owned 233,733 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^*

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)
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		29,688(1)	A	$0	248,340	D
Common Stock	02/09/2026		F		14,607(2)	D	$25.88(3)	233,733	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.
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FAQ

What insider transactions did NOG CEO Nicholas O'Grady report on February 9, 2026?

Nicholas O'Grady reported equity-related transactions on 02/09/2026. He acquired 29,688 Northern Oil & Gas common shares from vesting performance-based RSUs, and 14,607 shares were withheld by the company to satisfy tax obligations, leaving him with 233,733 directly owned shares.

How many Northern Oil & Gas (NOG) shares did the CEO acquire from performance awards?

The CEO acquired 29,688 NOG common shares upon vesting and settlement of performance-based restricted stock units. These PSUs were linked to the company’s total shareholder return versus a peer group over the 2023-2025 performance period, converting into shares when vesting conditions were met.

Why were 14,607 Northern Oil & Gas (NOG) shares withheld in this Form 4 filing?

Northern Oil & Gas withheld 14,607 common shares to cover tax withholding obligations related to the vesting and settlement of the CEO’s performance-based restricted stock units. This tax-withholding disposition used a reference share price of $25.88 when the shares were surrendered.

What is Nicholas O'Grady’s direct share ownership in NOG after these transactions?

Following the reported equity award and tax withholding, Nicholas O'Grady directly owns 233,733 shares of Northern Oil & Gas common stock. This figure reflects the net position after acquiring 29,688 shares from vested PSUs and surrendering 14,607 shares to satisfy tax obligations.

How were the Northern Oil & Gas performance-based RSUs measured for the CEO’s award?

The performance-based restricted stock units were measured using Northern Oil & Gas’s total shareholder return relative to a specified peer group. This TSR comparison covered the 2023-2025 performance period, and the resulting performance outcome determined how many units vested into common shares.

What price per share was used for the NOG tax-withholding disposition in this Form 4?

The tax-withholding disposition used a reference price of $25.88 per Northern Oil & Gas common share. This amount reflected the last closing price of the company’s stock on or before the date the 14,607 shares were surrendered for tax obligations.