Form 8-K - Current report

0001104485FALSEDecember 18, 20244350 Baker Road, Suite 400MinnetonkaMinnesota00011044852024-12-232024-12-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 18, 2024

NORTHERN OIL AND GAS, INC.

(Exact name of Registrant as specified in its charter)

Delaware			001-33999			95-3848122
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

4350 Baker Road, Suite 400 Minnetonka, Minnesota			55343
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code   [phone]

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001

NOG

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensaory Arrangements of Certain Officers.

New Board Member

On December 18, 2024, the Board of Directors (the “Board”) of Northern Oil and Gas, Inc. (the “Company”) appointed the Company’s chief executive officer, Nicholas O’Grady, to serve as a member of the Board. Mr. O’Grady has served as the Company’s chief executive officer since January 2020, having previously joined the Company as its chief financial officer in June 2018. Mr. O’Grady is not being appointed to any committee of the Board at this time, and will receive no additional compensation for his service on the Board.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
104						The cover page from this Current Report on Form 8-K, formatted in inline XBRL.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 23, 2024			NORTHERN OIL AND GAS, INC. By /s/ Erik J. Romslo Erik J. Romslo Chief Legal Officer and Secretary

Cover	Dec. 23, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 18, 2024
Entity Registrant Name	NORTHERN OIL AND GAS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33999
Entity Tax Identification Number	95-3848122
Entity Address, Address Line One	4350 Baker Road, Suite 400
Entity Address, City or Town	Minnetonka
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55343
City Area Code	952
Local Phone Number	476-9800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	NOG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001104485
Amendment Flag	false

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