Invesco Ltd. (NOG) discloses 5.1% beneficial stake in Northern Oil & Gas

Rhea-AI Filing Summary

Invesco Ltd. has filed a Schedule 13G reporting beneficial ownership of 5,030,092 shares of Northern Oil & Gas Inc. common stock, representing 5.1% of the class as of the event date of December 31, 2025.

Invesco, a Bermuda company, reports sole voting power over 4,649,450 shares and sole dispositive power over 5,030,092 shares. The shares are held of record by its investment advisory clients, and no individual client has more than 5% economic ownership.

Invesco states the position is held in the ordinary course of business and not for the purpose of changing or influencing control of Northern Oil & Gas, with the stake associated with subsidiaries Invesco Advisers, Inc. and Invesco Capital Management LLC.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Northern Oil & 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

Invesco Ltd.

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

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 4,649,450.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,030,092.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,030,092.00

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)

5.1 %

12

Type of Reporting Person (See Instructions)

HC, IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Northern Oil & Gas Inc
(b)	Address of issuer's principal executive offices: 4350 Baker Road, Suite 400, Minnetonka, MN 55343
Item 2.
(a)	Name of person filing: Invesco Ltd. ("Invesco Ltd.")
(b)	Address or principal business office or, if none, residence: 1331 Spring Street NW, Suite 2500, Atlanta, GA 30309
(c)	Citizenship: Bermuda
(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: Invesco Ltd., in its capacity as a parent holding company to its investment advisers, may be deemed to beneficially own 5,030,092 shares of the Issuer which are held of record by clients of Invesco Ltd.
(b)	Percent of class: 5.1 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 4,649,450
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 5,030,092
	(iv) Shared power to dispose or to direct the disposition of: 0
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. However, no one individual has greater than 5% economic ownership. The shareholders of the Fund have the right to receive or the power to direct the receipt of dividends and proceeds from the sale of securities listed above.
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. Invesco Advisers, Inc. Invesco Capital Management LLC
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.

Invesco Ltd.

Signature:	Robert R. Leveille
Name/Title:	Global Head of Compliance
Date:	02/12/2026

FAQ

What ownership stake in NOG does Invesco Ltd. report?

Invesco Ltd. reports beneficial ownership of 5,030,092 shares of Northern Oil & Gas common stock, representing 5.1% of the outstanding class. This stake is held through advisory client accounts for which Invesco acts as a parent holding company.

Does Invesco Ltd. control how Northern Oil & Gas (NOG) is run?

Invesco states the shares are held in the ordinary course of business and not to change or influence control of Northern Oil & Gas. The filing emphasizes the position is not connected with any control-related transactions, apart from activities tied to nomination rules.

Who actually holds the NOG shares reported by Invesco Ltd.?

The 5,030,092 NOG shares are held of record by clients of Invesco’s investment advisers. Invesco reports beneficial ownership as a parent holding company, while clarifying that no individual client has more than 5% economic ownership of the company’s common stock.

What voting and dispositive powers does Invesco have over NOG shares?

Invesco reports sole voting power over 4,649,450 shares and sole dispositive power over 5,030,092 shares of Northern Oil & Gas common stock. It reports no shared voting or dispositive power, meaning these rights are not jointly exercised with other parties.

Which Invesco entities are related to this NOG ownership filing?

The filing identifies Invesco Advisers, Inc. and Invesco Capital Management LLC as relevant subsidiaries. Invesco Ltd. files as a parent holding company, aggregating positions managed by these investment advisory subsidiaries in Northern Oil & Gas common stock.

When did Invesco’s NOG ownership cross the reportable threshold?

The reportable ownership is tied to an event date of December 31, 2025. As of this date, Invesco Ltd. determined it beneficially owned 5.1% of Northern Oil & Gas’s common stock, requiring disclosure on Schedule 13G under SEC beneficial ownership rules.