NORTHERN OIL & GAS, INC.

company financial and operating performance objectives, as well as individual performance goals, during the year, and (iii) an equity-based long-term equity incentive program (“LTIP”) dependent upon company performance over a three-year period.

The charts below show the breakdown, by award type, of the total potential target value under our 2025 executive compensation program for our CEO and for all of our named executive officers combined.

Overview

Our Compensation Committee is responsible for establishing director and executive officer compensation, as well as policies and programs to ensure that they are consistent with our compensation philosophy and principles of corporate governance. The Compensation Committee is authorized to make plan awards to our employees to recognize individual and company-wide achievements as the Compensation Committee deems appropriate. Our Compensation Committee reviews and determines all compensation for executive officers, including employment agreements and other benefits.

Our executive compensation program seeks to incentivize our named executive officers to create superior returns for our stockholders. The program has individual and corporate goals as well as qualitative and quantitative objectives to drive ongoing value creation and is designed to foster an ownership mentality among our management team.

In 2025, we held a stockholder advisory vote on the compensation paid to our named executive officers for 2024, which resulted in approximately 90% of the votes cast approving such compensation. Our Compensation Committee evaluated the results of last year’s advisory vote on executive compensation, as well as information gleaned from our engagement with shareholders during 2025, and did not make any specific changes to our executive compensation program as a result thereof.

2026 Proxy Statement 27

Compensation Consultant

The Compensation Committee from time to time engages independent consultants to advise it on peer group executive compensation practices, potential compensation packages for existing or new executives, and in connection with other projects, including the selection of peer groups for executive compensation analysis purposes. During 2025, the Compensation Committee retained Willis Towers Watson (“WTW”) as its independent executive compensation consultant. WTW performs work at the direction and under the supervision of the Compensation Committee. The decision to engage WTW as an independent compensation consultant to provide such services was not made, or recommended by, management of our company. The following provides typical executive compensation consulting services provided by WTW:

•Advise on the compensation proxy peer group;

•Preparation of a comprehensive analysis and comparison of our named executive officers’ compensation relative to our peer group and survey data;

•Review of the competitiveness of the overall program that supports the compensation decision making process and overall design;

•Updates on trends and developments in executive compensation;

•Preparation and review of materials for Compensation Committee meetings, when appropriate; and

•Participation in Compensation Committee meetings.

In addition, WTW periodically provides the Compensation Committee with recommendations and reports regarding non-employee director compensation. The Compensation Committee reviews the analysis and determines whether to recommend to our Board of Directors any changes to the compensation program for non-employee directors. WTW reports directly to the Compensation Committee, but it may meet with management from time to time to gather information or to obtain management’s perspective on executive compensation matters. The Compensation Committee has considered the independence of WTW under SEC rules and NYSE listing standards and concluded that no conflict of interest is present.

Peer Group

The peer group used in connection with the 2025 executive compensation program consists of the same companies as the peer group used in 2024. The peer group approved by the Compensation Committee, upon the advice of WTW, in connection with the 2025 executive compensation program consisted of the following companies: