NORTHERN OIL GAS INC

Market Information

Our common stock trades on the New York Stock Exchange under the symbol “NOG.” The closing price for our common stock on February 21, 2024 was $34.89 per share.

Comparison Chart

The following information in this Item 5 of this Annual Report on Form 10-K is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent we specifically incorporate it by reference into such a filing.

Because we believe the new index is a more appropriate index for comparison, in 2023 we chose to compare our cumulative total stockholder return against the SPDR S&P Oil & Gas Exploration & Production ETF (the “XOP”), instead of the NYSE Arca Oil Index (the “Arca Index”). If a company selects a different index for comparison from that used in the immediately preceding fiscal year, the company’s stock performance must be compared with both the newly-selected index and the index used in the immediately preceding year.

The following graph compares the 60-month cumulative total stockholder return on our common stock since December 31, 2018, and the cumulative total returns of the Standard & Poor’s 500 Index, the XOP and the Arca Index for the same period. This graph tracks the performance of a $100 investment in our common stock and in each index (including reinvestment of all dividends) from December 31, 2018 to December 31, 2023.

The following table sets forth the total returns utilized to generate the foregoing graph.

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

Holders

As of February 21, 2024, we had 100,873,127 shares of our common stock outstanding, held by approximately 183 stockholders of record. The number of record holders does not necessarily bear any relationship to the number of beneficial owners of our common stock.

Recent Sales of Unregistered Securities

None, except to the extent previously included by the Company in a Quarterly Report on Form 10-Q or Current Report on Form 8-K.

Dividend Policy

On May 6, 2021, our board of directors declared our first cash dividend on our common stock in the amount of $0.03 per share. The dividend was paid on July 30, 2021 to stockholders of record as of the close of business on June 30, 2021. Subsequently, our board of directors declared and paid incrementally higher quarterly cash dividends through the $0.40 per share cash dividend declared on October 30, 2023 and paid on January 31, 2024 to stockholders of record as of the close of business on December 28, 2023. Most recently, on February 5, 2024, our board of directors declared a cash dividend on our common stock in the amount of $0.40 per share, payable on April 30, 2024 to stockholders of record as of the close of business on March 28, 2024. In connection with the announcement of the latest dividend declaration, we affirmed our intention to set our dividend policy once per year, and currently anticipate maintaining a $0.40 per share quarterly dividend throughout 2024.

The decision to pay any future dividends is solely within the discretion of, and subject to approval by, our board of directors. Our board of directors’ determination with respect to any such dividends, including the record date, the payment date and the actual amount of the dividend, will depend upon our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law, and other factors that our board of directors deems relevant at the time of such determination. Additionally, covenants contained in our Revolving Credit Facility and Senior Notes Indentures restrict the payment of cash dividends on our common stock (see Note 4 to our financial statements).

Issuer Purchases of Equity Securities

The table below sets forth the information with respect to purchases made by or on behalf of the Company, or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act), of our common stock during the quarter ended December 31, 2023.

(1)Any shares purchased outside of publicly announced plans or programs represent shares surrendered in satisfaction of tax withholding obligations in connection with the vesting of restricted stock awards.

(2)In May 2022, our board of directors approved and the Company promptly announced a stock repurchase program to acquire up to $150 million of shares of our outstanding common stock. The stock repurchase program allows the Company to repurchase its shares from time to time in the open market, block transactions and in negotiated transactions.