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    Northern Oil and Gas Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

    6/12/25 4:20:52 PM ET
    $NOG
    Oil & Gas Production
    Energy
    Get the next $NOG alert in real time by email
    nog-20250612
    0001104485FALSE00011044852025-06-122025-06-12

    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): June 12, 2025

    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   (952) 476-9800
    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 classTrading Symbol(s)Name of each exchange on which registered
    Common Stock, par value $0.001NOGNew 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. ☐



    Item 8.01.    Other Events.

    On June 12, 2025, Northern Oil and Gas, Inc. (the “Company”) issued a press release relating to its proposed offering of additional 3.625% Convertible Senior Notes due 2029 (the “Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

    Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or the shares of the Company’s common stock, if any, issuable upon conversion of the Notes.


    Item 9.01.    Financial Statements and Exhibits.

    Exhibit NumberDescription
    99.1
      Press release of Northern Oil and Gas, Inc., dated June 12, 2025.
    104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL





    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: June 12, 2025
    NORTHERN OIL AND GAS, INC.
    By /s/ Erik J. Romslo
    Erik J. Romslo
    Chief Legal Officer and Secretary



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