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NORTHERN OIL & GAS, INC.

For the period ended Jun 30, 2026. Filed Aug 7, 2026.

View on SEC.gov

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, 2026 · Filed Aug 7, 2026

NOG$22.84+3.2%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-04-29.

0001104485-26-000020

Item 1A. Risk Factors

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-07.

0001104485-26-000032

Item 1A. Risk Factors

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 9 previous paragraphs and 12 current paragraphs.

5 unchanged; 2 reworded; 5 added; 2 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (5)

Current report

Our future results will suffer if we do not effectively manage our expanded operations and the risks inherent in operating in a foreign jurisdiction.

Current report

In recent years, the size and geographic footprint of our business has increased as a result of a series of acquisitions, including most recently our acquisition of certain oil and gas properties, interests and related assets located in the Duvernay East Shale Basin in Alberta, Canada. Our future success will depend, in part, upon our ability to manage this expanded business and the challenges associated with our international operations, including the need to understand, interpret and comply with applicable Canadian laws and regulations, potential tax issues, including, but not limited to, with respect to our corporate operating structure and intercompany arrangements, fluctuations in currency exchange rates, and increased legal, compliance and administrative costs. We may also face increased scrutiny from governmental authorities as a result of our international operations. There can be no assurances that we will be successful in managing these challenges or that we will realize the expected benefits currently anticipated from our recent acquisitions. If our efforts to effectively manage these risks are unsuccessful, our business, financial condition and results of operations could be adversely affected.

Current report

Fluctuations in exchange rates could affect expenses or result in realized and unrealized losses.

Current report

As a result of the recently completed Duvernay Acquisition, we have operations in Canada and, as a result, a portion of our revenues and expenses are denominated in Canadian dollars. In addition, our subsidiary that is domiciled in Canada may hold U.S. dollar denominated assets and liabilities. Fluctuations in the exchange rate between the U.S. dollar and the Canadian dollar have resulted in, and could in the future result in realized and unrealized losses, which could impact our revenue and expenses and have a material adverse effect on our business, financial condition and results of operations.

Current report

None, except to the extent previously reported by the Company in its Current Report on Form 8-K filed on June 1, 2026.
Removed paragraphs (2)

Previous report

(1)Consists of shares surrendered by employees in satisfaction of tax withholding obligations in connection with the vesting of restricted stock awards.
Reworded paragraphs (2)

Previous wording

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, 2025.

Current wording

Except as described below, 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, 2025.

Previous wording

(2)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.

Current wording

(1)In July 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. In March 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. Subsequent to June 30, 2026, in July 2026, the Company’s board of directors approved and promptly announced an additional $150 million authorization under this stock repurchase program.