Northern Oil & Gas (NYSE: NOG) president receives 11,642 PSU shares

Rhea-AI Filing Summary

Northern Oil & Gas, Inc. president Adam A. Dirlam reported equity compensation activity in company stock. On 02/09/2026, he acquired 11,642 shares of common stock at $0 per share through vesting and settlement of performance-based restricted stock units tied to total shareholder return versus a peer group for the 2023–2025 performance period. To cover tax withholding on this vesting, 5,814 shares were withheld and surrendered at $25.88 per share. After these transactions, he directly holds 98,738 shares of common stock and indirectly holds 18,163 shares through his spouse.

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^*

Dirlam Adam A.

(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)
	President

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		11,642(1)	A	$0	104,552	D
Common Stock	02/09/2026		F		5,814(2)	D	$25.88(3)	98,738	D
Common Stock								18,163	I	By Spouse

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 did NOG president Adam A. Dirlam report on this Form 4?

Adam A. Dirlam reported equity compensation activity in Northern Oil & Gas (NOG) stock. He received 11,642 shares from performance-based PSU vesting and had 5,814 shares withheld to cover taxes, updating his direct and indirect ownership positions.

How many Northern Oil & Gas (NOG) shares did Adam A. Dirlam acquire and at what price?

Adam A. Dirlam acquired 11,642 shares of NOG common stock at $0 per share. These shares came from vesting and settlement of performance-based PSUs linked to the company’s total shareholder return over the 2023–2025 performance period.

Why were 5,814 NOG shares surrendered in Adam A. Dirlam’s Form 4 filing?

The 5,814 shares of NOG common stock were withheld by the issuer to satisfy tax withholding obligations related to the PSU vesting. They were valued using the last closing price of $25.88 on or before the date the shares were surrendered.

What is Adam A. Dirlam’s NOG share ownership after the reported transactions?

After the transactions, Adam A. Dirlam directly owns 98,738 shares of Northern Oil & Gas common stock. He also has indirect ownership of 18,163 shares held by his spouse, as disclosed in the Form 4 filing.

What performance conditions applied to the PSUs reported by NOG’s president?

The acquired shares reflect vesting of performance-based restricted stock units (PSUs) tied to Northern Oil & Gas’s total shareholder return (TSR) relative to a peer group over the 2023–2025 performance period, as described in the Form 4 footnotes.