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NORTHERN OIL & GAS, INC.

For the period ended Jun 30, 2025. Filed Aug 1, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 1, 2025

NOG$22.89+0.2%Stored close · as of Nov 9, 2026

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Item 1A. Risk Factors

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, 2024.

Unregistered Sales of Equity Securities and Use of Proceeds

None, except to the extent previously reported by the Company in a Current Report on Form 8-K.

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 June 30, 2025.

PeriodTotal Number of SharesPurchasedAverage Price Paid Per ShareTotal Number of SharesPurchased as Part of PubliclyAnnounced Plans or ProgramsApproximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (at period end)(1)
April 1, 2025 to April 30, 2025—$——$ 195.3 million
May 1, 2025 to May 31, 2025—$——$ 195.3 million
June 1, 2025 to June 30, 20251,123,595$31.151,123,595$ 160.3 million
Total1,123,595$31.151,123,595$ 160.3 million

(1)On July 23, 2024, the Company’s board of directors approved and promptly announced a stock repurchase program to acquire up to $150 million of the Company’s outstanding common stock. On March 10, 2025, the Company’s board of directors approved and promptly announced an additional $100 million authorization under this stock repurchase program. The 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.

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