NORTHERN OIL AND GAS INC amendment to a Schedule 13G/A reports that FMR LLC (and Abigail P. Johnson) beneficially hold 1,908,268.75 shares of common stock, representing 1.8% of the class as shown on the cover. The filing lists sole voting power of 1,894,599.45 shares and sole dispositive power of 1,908,268.75. Signatures are provided by Stephanie J. Brown under powers of attorney.
Positive
None.
Negative
None.
Insights
Fidelity-affiliated holder reports a sub-5% stake in NOG.
FMR LLC is disclosed as beneficial owner of 1,908,268.75 shares ( 1.8%), with 1,894,599.45 shares of sole voting power. This places the position below the 5% reporting threshold that often signals passive institutional ownership.
Watch subsequent filings for changes in percentage or voting power; timing shown on the cover is 05/29/2026.
Amendment and powers of attorney are documented for regulatory compliance.
The Schedule 13G/A amendment (Amendment No. 8) includes signature blocks and references to powers of attorney incorporated by exhibit. It also references an Exhibit 99 13d-1(k)(1) agreement.
Filing mechanics appear routine; any material change in holdings or control would require an updated schedule.
Key Figures
Filing type:Schedule 13G/A (Amendment No. 8)Beneficially owned:1,908,268.75 sharesPercent of class:1.8%+3 more
Sole voting power1,894,599.45 sharescover page responses to Items 5 and 6
Sole dispositive power1,908,268.75 sharescover page responses to Items 5 and 6
CUSIP665531307cover page
Key Terms
Beneficially owned, Sole dispositive power, Schedule 13G/A, 13d-1(k)(1) agreement
4 terms
Beneficially ownedregulatory
"Item 4(a) Amount beneficially owned: 1908268.75"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Sole dispositive powerregulatory
"cover page lists Sole Dispositive Power 1,908,268.75"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Schedule 13G/Aregulatory
"header shows (Amendment No. 8 ) NORTHERN OIL AND GAS INC"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
13d-1(k)(1) agreementregulatory
"Exhibit Information Please see Exhibit 99 for 13d-1(k) (1) agreement."
What stake does FMR LLC report in Northern Oil and Gas (NOG)?
FMR LLC reports beneficial ownership of 1,908,268.75 shares, equal to 1.8% of the common stock. The filing shows sole voting power of 1,894,599.45 shares and sole dispositive power of 1,908,268.75.
Who else is named in the Schedule 13G/A amendment for NOG?
The amendment names Abigail P. Johnson alongside FMR LLC as having beneficial ownership of 1,908,268.75 shares ( 1.8%). Signatures were executed by Stephanie J. Brown under powers of attorney.
Does the filing indicate control of Northern Oil and Gas?
No control change is asserted; the filing reports ownership below 5% (1.8%), consistent with passive institutional disclosure. The document does list voting and dispositive powers that reflect manager roles.
What exhibits or authorizations accompany the 13G/A amendment?
The filing references powers of attorney incorporated by exhibit and an Exhibit 99 13d-1(k)(1) agreement. Signatures cite powers of attorney effective January 3, 2023 and January 26, 2023.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
NORTHERN OIL AND GAS INC
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
665531307
(CUSIP Number)
05/29/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
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
1,894,599.45
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,908,268.75
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,908,268.75
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)
1.8 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
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
1,908,268.75
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,908,268.75
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)
1.8 %
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:
1908268.75
(b)
Percent of class:
1.8 %
(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:
1908268.75
(iv) Shared power to dispose or to direct the disposition of:
0.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
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:
06/04/2026
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:
06/04/2026
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.
