NORTHERN OIL & GAS, INC.

The annual base salaries paid to our named executive officers in 2023 and 2024 are set forth in the following table:

Annual Short-Term Incentive Program (STIP)

Our STIP is designed to provide annual variable cash compensation dependent upon the achievement of quantitative company financial and operating performance objectives, as well as individual performance goals, with such achievement determined by the Compensation Committee. The weighting and performance levels for the quantitative objectives and the individual performance goals are communicated to our named executive officers at the time they are set.

The Compensation Committee established the STIP for 2024 with the following threshold, target and maximum cash award opportunities:

The quantitative measures and individual performance goals selected each year are tailored by the Compensation Committee in an attempt to focus management’s attention and efforts on the matters deemed most critical to the company, and as a result may be different from year to year depending on the current environment and needs of the company. The performance level for each quantitative measure considers prior year results and current year expectations and objectives. After reviewing prior results and current year expectations, the Compensation Committee approved goals that we believe are aggressive and require achievement of significant performance. The performance levels for the quantitative measures may provide for adjustments to account for the effects of certain circumstances that may arise during the year, such as significant acquisitions or divestitures.

2025 Proxy Statement 31

Under the 2024 STIP, the Compensation Committee determined that two-thirds of each named executive officer’s award would be dependent on company financial and operating quantitative performance objectives (i.e., Adjusted EBITDA and Return on Capital Employed (each as further described below), weighted equally), and one-third would be dependent on achievement of individual performance goals for each named executive officer.

The table below provides the details of the performance goals for the 2024 STIP.

(1)2024 Adjusted EBITDA, pursuant to the company’s standard calculation, but with pro forma adjustments to eliminate the effect of unbudgeted acquisitions completed after January 2024. Based on this calculation, the Compensation Committee determined that the company achieved Adjusted EBITDA above target, but below maximum, and thus each executive was entitled to an amount for this metric based on linear interpolation between the target and maximum amounts. The amount earned by each executive was 100% of target, plus 29.8% of the incremental amount that could be earned for achieving the maximum performance level. See Appendix A for additional information on our Adjusted EBITDA calculation.

(2)Return on capital employed (“ROCE”), calculated with pro forma adjustments to eliminate the effect of unbudgeted acquisitions completed after January 2024. Based on this calculation, the Compensation Committee determined that the company had ROCE above target, but below maximum, and thus each executive was entitled to an amount for this metric based on linear interpolation between the target and maximum amounts. The amount earned by each executive was 100% of target, plus 68.2% of the incremental amount that could be earned for achieving the maximum performance level. See Appendix A for additional information on our ROCE calculation.

(3)As described in the paragraph following this table, the Compensation Committee determined the following levels were achieved with respect to this individual performance metric: Mr. O’Grady - 97% of maximum; Mr. Dirlam - 100% of maximum; Mr. Allen - 100% of maximum; Mr. Evans - 82% of maximum; Mr. Romslo - 100% of maximum.

The Compensation Committee established the individual performance goals for each named executive officer under the 2024 STIP across the following categories to support the needs of the business following a rapid growth period: (i) strategy and resource planning; (ii) infrastructure, technology and business intelligence; (iii) growth and capital efficiency; and (iv) ESG program development. Members of the Compensation Committee met with each named executive officer multiple times during 2024 to discuss progress on the individual goals, and evaluated each named executive officer’s level of achievement after year-end to determine the amount earned by each named executive officer with respect thereto, which resulted in the following earned amounts: Mr. O’Grady - 97% of maximum; Mr. Dirlam - 100% of maximum; Mr. Allen - 100% of maximum; Mr. Evans - 82% of maximum; Mr. Romslo - 100% of maximum.