NORTHERN OIL & GAS, INC.

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.

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

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.

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

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.

Unregistered Sales of Equity Securities and Use of Proceeds

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

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, 2026.

(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.

None.

Not applicable.