FMR LLC discloses 7.1% Northern Oil and Gas (NOG) stake in Schedule 13G/A

Rhea-AI Filing Summary

FMR LLC and Abigail P. Johnson have reported a sizeable stake in Northern Oil and Gas, Inc. They beneficially own 6,924,371.79 shares of the company’s common stock, representing 7.1% of the class as of the event date of 12/31/2025.

FMR LLC holds sole voting power over 6,903,835.35 shares and sole dispositive power over 6,924,371.79 shares, while Abigail P. Johnson is reported with sole dispositive power over the same 6,924,371.79 shares and no voting power. The filing states that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Northern Oil and Gas.

Insights

Equity ownership and governance analyst

FMR reports a 7.1% passive stake in Northern Oil and Gas.

FMR LLC and Abigail P. Johnson disclose beneficial ownership of 6,924,371.79 Northern Oil and Gas common shares, equal to 7.1% of the class as of 12/31/2025. FMR LLC has sole voting power over 6,903,835.35 shares and sole dispositive power over 6,924,371.79 shares.

The certification states the position is held in the ordinary course of business and not to change or influence control. This frames the holding as a passive institutional investment rather than an activist stake, which typically implies limited immediate governance pressure based on this disclosure alone.

Abigail P. Johnson is listed with sole dispositive power over the same 6,924,371.79 shares but no voting power, reflecting control relationships within the FMR structure. Future ownership updates in similar filings may show whether this percentage meaningfully increases or decreases over subsequent year-end dates.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 7)

NORTHERN OIL AND GAS INC

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

665531307

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 665531307

1

Names of Reporting Persons

FMR LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 6,903,835.35
6	Shared Voting Power 0.00
7	Sole Dispositive Power 6,924,371.79
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,924,371.79

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.1 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. 665531307

1

Names of Reporting Persons

Abigail P. Johnson

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 6,924,371.79
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,924,371.79

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.1 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NORTHERN OIL AND GAS INC
(b)	Address of issuer's principal executive offices: 4350 BAKER ROAD,,SUITE 400,MINNETONKA,MN,US,55343
Item 2.
(a)	Name of person filing: FMR LLC
(b)	Address or principal business office or, if none, residence: 245 Summer Street, Boston, Massachusetts 02210
(c)	Citizenship: Not applicable
(d)	Title of class of securities: COMMON STOCK
(e)	CUSIP No.: 665531307
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 6924371.79
(b)	Percent of class: 7.1 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Please see the responses to Items 5 and 6 on the cover page.
	(ii) Shared power to vote or to direct the vote: 0.00
	(iii) Sole power to dispose or to direct the disposition of: 6924371.79
	(iv) Shared power to dispose or to direct the disposition of: 0.00
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the COMMON STOCK of NORTHERN OIL AND GAS INC. No one other person's interest in the COMMON STOCK of NORTHERN OIL AND GAS INC is more than five percent of the total outstanding COMMON STOCK.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See attached Exhibit 99.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

FMR LLC

Signature:	Stephanie J. Brown
Name/Title:	Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Date:	02/04/2026

Abigail P. Johnson

Signature:	Stephanie J. Brown
Name/Title:	Duly authorized under Power of Attorney effective as of January 26, 2023, by and on behalf of Abigail P. Johnson**
Date:	02/04/2026

Comments accompanying signature: * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003. ** This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 31, 2023, accession number: 0000315066-23-000038.

Exhibit Information

Please see Exhibit 99 for 13d-1(k) (1) agreement.

FAQ

How much of Northern Oil and Gas (NOG) does FMR LLC own according to this Schedule 13G/A?

FMR LLC reports beneficial ownership of 6,924,371.79 shares of Northern Oil and Gas common stock, representing 7.1% of the outstanding class as of December 31, 2025. This makes FMR a significant institutional holder exceeding the 5% reporting threshold.

What voting and dispositive powers does FMR LLC report over NOG shares?

FMR LLC reports sole voting power over 6,903,835.35 shares and sole dispositive power over 6,924,371.79 shares of Northern Oil and Gas common stock. It reports no shared voting or shared dispositive power over any of these shares.

What role does Abigail P. Johnson have in the Northern Oil and Gas (NOG) stake?

Abigail P. Johnson is listed as a reporting person with sole dispositive power over 6,924,371.79 shares of Northern Oil and Gas, equal to 7.1% of the class, and no voting power. Her reporting reflects her position in FMR’s ownership structure.

Is FMR LLC’s stake in Northern Oil and Gas (NOG) described as passive or activist?

The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. This language characterizes FMR’s stake in Northern Oil and Gas as passive under the filing.

As of what date is FMR LLC’s 7.1% ownership in Northern Oil and Gas (NOG) measured?

The 7.1% beneficial ownership and 6,924,371.79 shares reported by FMR LLC and Abigail P. Johnson are measured as of the event date December 31, 2025. This date anchors the ownership percentage disclosed in the amended Schedule 13G.

Do other investors share in the economic interest of FMR’s Northern Oil and Gas (NOG) shares?

The filing notes that one or more other persons have rights to receive dividends or sale proceeds from the Northern Oil and Gas shares. However, no single other person is said to have an interest exceeding 5% of the total outstanding common stock.