NORTHERN OIL GAS INC

There have been no material changes to the risk factors disclosed in the “Risk Factors” section of our Annual Report on Form 10-K filed with the SEC for the period ended December 31, 2023.

Unregistered Sales of Equity Securities and Use of Proceeds

Acquisition Shares

On November 9, 2023, we entered into a purchase and sale agreement (the “Purchase Agreement”) for the acquisition of certain oil and gas properties, interests and related assets in the Delaware Basin from a private seller (the “Seller”). On January 16, 2024, we completed the acquisition and issued to the Seller, as partial consideration under the Purchase Agreement, 107,657 shares of common stock (the “Acquisition Shares”).

The Acquisition Shares were issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof to “accredited investors” as defined in Rule 501 of Regulation D promulgated by the SEC without the use of any general solicitation or advertising to market or otherwise offer the securities for sale.

Warrant Exchange

On February 28, 2024, we entered into an exchange agreement (the “Exchange Agreement”) with the holders (the “Holders”) of certain outstanding warrants to purchase shares of our common stock. Pursuant to the Exchange Agreement, on March 5, 2024, we issued 656,297 shares of common stock (the “Exchange Shares”) to the Holders in exchange for the surrender and cancellation of warrants to purchase an aggregate of approximately 1,223,963 shares of our common stock with an exercise price of $26.3324 per share held by such Holders (the “Exchanged Warrants”). Neither we nor the Holders paid any cash consideration in the transaction. Upon closing of the Exchange Agreement, the Exchanged Warrants were cancelled in full. We have no warrants outstanding as of March 31, 2024.

The Exchange Shares were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act.

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 March 31, 2024.

(1)Includes 71,548 shares surrendered by employees in satisfaction of tax withholding obligations in connection with the vesting of restricted stock awards.

(2)In May 2022, the Company’s 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.

None.

Not applicable.