NORTHERN OIL & GAS, INC.

(b)Involuntary Termination: Upon the applicable named executive officer’s termination of employment due to an Involuntary Termination (not in connection with a change in control), such named executive officer will receive an amount, payable in 24 equal monthly installments following the termination date, equal to (a) two times annual base salary, plus (b) one times annual vehicle allowance, plus (c) 12 months of the premium payment to continue such named executive officer’s existing group health and dental coverage calculated under COBRA, plus (d) the Prior Year Bonus, plus (e) the Pro Rata Bonus.

(c)Involuntary Termination in connection with (or within 18 months after) a Change in Control: Upon the applicable named executive officer’s termination of employment due to an Involuntary Termination in connection with a change in control or within 18 months after a change in control, such named executive officer will receive: (i) a lump sum payment equal to (a) two times annual base salary, plus (b) one times annual vehicle allowance, plus (c) 12 months of the premium payment to continue such named executive officer’s existing group health and dental coverage calculated under COBRA, plus (d) the Prior Year Bonus; and (ii) the Pro Rata Bonus

(3)Represents the equity accelerated vesting values of the outstanding Service-Based Awards held by the applicable named executive officer, which are based on the $37.16 closing price of our common stock as of December 31, 2024, the last trading day of 2024.

(4)The amounts in the applicable columns are estimates based on actual performance through December 31, 2024, which reflected varying levels of performance under the outstanding Performance-Based Awards. Specifically, (i) for our 2023 awards, our compound annualized TSR was between the target and maximum goals; our relative TSR percentile vs. our peer group was above the maximum goal; and our compound equity value growth rate calculated in accordance with the 5-Year Performance Awards was between the target and maximum goals, and (ii) for our 2024 awards, our compound annualized TSR was between the threshold and target goals; and our relative TSR percentile vs. our peer group was between the target and maximum goals. Actual achievement under each of our Performance-Based Awards is primarily dependent on our stock price performance over the applicable three- or five-year performance period.

(5)For a termination due to death or disability, or an Involuntary Termination that is not in connection with a change in control, Performance-Based Awards would remain outstanding and the amount earned, if any, would be calculated and paid at the end of the performance period based on actual performance, with a pro rata adjustment to the earned amount based on the portion of the applicable performance period that the executive was employed by the company; provided, however, that the 5-Year Performance Awards would be forfeited entirely in the case of an Involuntary Termination that occurred before the end of the 24th month of the performance period.

(6)For an Involuntary Termination in connection with a change in control: (i) the 3-Year TSR Awards would be fully accelerated and vested based on the greater of (a) target level performance, or (b) actual performance as of the termination date; and (ii) the 5-Year Performance Awards would be fully accelerated and vested based on actual performance as of the change in control date (or forfeited if actual performance did not meet the requisite performance targets).

2025 Proxy Statement 47