Form 4: Romslo Erik J. reports multiple insider transactions in NOG

Rhea-AI Filing Summary

Romslo Erik J. reported multiple insider transaction types in a Form 4 filing for NOG. The filing lists transactions totaling 9,065 shares at a weighted average price of $25.88 per share. Following the reported transactions, holdings were 99,822 shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Romslo Erik J.

Role Chief Legal Officer & Sec.

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,952	$0.00	--
Tax Withholding	Common Stock	3,113	$25.88	$81K

Holdings After Transaction: Common Stock — 99,822 shares (Direct)

Footnotes (1)

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. 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. Reflects the last closing price of the company's common stock on or before the date the shares were surrendered.

Form 4 Insider Transactions: What Each Field Means →

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^*

Romslo Erik J.

(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)
	Chief Legal Officer & Sec.

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		5,952(1)	A	$0	99,822	D
Common Stock	02/09/2026		F		3,113(2)	D	$25.88(3)	96,709	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 Chief Legal Officer report?

NOG’s Chief Legal Officer Erik J. Romslo received 5,952 shares of common stock from vested performance-based RSUs, then surrendered 3,113 shares back to the company for tax withholding, leaving him with 96,709 directly owned shares after the 02/09/2026 transactions.

How many NOG shares did Erik J. Romslo acquire in this Form 4?

Erik J. Romslo acquired 5,952 shares of Northern Oil & Gas common stock upon vesting and settlement of performance-based restricted stock units linked to 2023–2025 total shareholder return, as disclosed for the 02/09/2026 transaction, before tax-related share withholding reduced the net shares retained.

Why were 3,113 NOG shares surrendered by Erik J. Romslo?

The 3,113 Northern Oil & Gas shares were withheld by the company to satisfy tax withholding obligations arising from the vesting and settlement of performance-based restricted stock units, using a share value of $25.88 based on the last closing stock price before the surrender date.

What is Erik J. Romslo’s NOG share ownership after these transactions?

Following the reported transactions, Erik J. Romslo directly owns 96,709 shares of Northern Oil & Gas common stock. This figure reflects the 5,952 shares received from vested performance-based RSUs, net of the 3,113 shares surrendered to the company for tax withholding obligations.

How was the $25.88 price used in Erik J. Romslo’s NOG filing determined?

The $25.88 price per Northern Oil & Gas share reflects the last closing price of the company’s common stock on or before the date the 3,113 shares were surrendered to cover tax withholding obligations associated with the vesting and settlement of performance-based restricted stock units.

What performance period governed the PSUs that vested for NOG’s CLO?

The performance-based restricted stock units that vested for NOG’s Chief Legal Officer covered the 2023–2025 performance period and were tied to the company’s total shareholder return relative to a designated peer group, determining how many shares of common stock were ultimately delivered.