{"url_path":"/sec/nog/8-k/2026-06-01/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1104485/0001193125-26-251470-index.html","accession_number":"0001193125-26-251470","cik":"0001104485","ticker":"NOG","issuer_name":"NORTHERN OIL & GAS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1104485/0001193125-26-251470-index.html","primary_entity_key":"0001104485","primary_entity_name":"NORTHERN OIL & GAS, INC."},"word_count":593,"has_tables":true,"body_markdown":"8-K\n\nNORTHERN OIL & GAS, INC. false 0001104485 0001104485 2026-06-01 2026-06-01\n\n \n\n \n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\n \n\n \n\nFORM 8-K\n\n \n\n \n\nCURRENT REPORT\n\nPursuant to Section 13 or 15(d)\n\nof the Securities Exchange Act of 1934\n\nDate of Report (Date of earliest event reported): June 1, 2026\n\n \n\n \n\nNORTHERN OIL AND GAS, INC.\n\n(Exact name of Registrant as specified in its charter)\n\n \n\n \n\n \n\nDelaware\n \n001-33999\n \n95-3848122\n\n(State or other jurisdiction\n\nof incorporation)\n\n \n\n(Commission\n\nFile Number)\n\n \n\n(IRS Employer\n\nIdentification No.)\n\n \n\n4350 Baker Road, Suite 400\n \n\nMinnetonka, Minnesota\n \n55343\n\n(Address of principal executive offices)\n \n(Zip Code)\n\nRegistrant’s telephone number, including area code (952) 476-9800\n\n \n\n \n\nCheck 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:\n\n \n\n \n☐\n\nWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n \n\n \n☐\n\nSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n \n\n \n☐\n\nPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n \n\n \n☐\n\nPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n \n\nTitle of each class\n\n \n\nTrading\n\nSymbol(s)\n\n \n\nName of each exchange\n\non which registered\n\nCommon Stock, par value $0.001\n \nNOG\n \nNew York Stock Exchange\n\nIndicate 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).\n\nEmerging growth company ☐\n\nIf 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. ☐\n\n \n\n \n\n \n\nIntroductory Note\n\nOn June 1, 2026 (the “Closing Date”), Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), completed its previously announced acquisition (the “Parallax Acquisition”) of certain oil and gas properties, interests and related assets (the “Acquired Assets”) from Parallax Energy Operating Inc., a corporation existing under the laws of the Province of Alberta (“Seller”), pursuant to that certain asset purchase and sale agreement, dated May 22, 2026 (the “PSA”), among Seller, NOG Energy Canada, Ltd., a corporation existing under the laws of the Province of Alberta and a wholly owned subsidiary of the Company (“Purchaser”), and, for certain limited purposes, the Company. In accordance with the PSA, Purchaser paid closing consideration to Seller in respect of the Acquired Assets consisting of CA$237.0 million in cash (which includes a CA$37.5 million cash deposit previously paid by Purchaser upon the execution of the PSA and held in escrow in accordance with the terms of the PSA) and 3,689,413 shares of the Company’s common stock, par value $0.001 per share (the “Stock Consideration”). The cash portion of the consideration remains subject to final post-closing settlement between Purchaser and Seller. The cash portion of the closing payment was funded with cash on hand, operating free cash flow and borrowings under the Company’s revolving credit facility.\n\nThe material terms of the PSA were previously disclosed in Item 1.01 of the Company’s Current Report on Form 8-K filed on May 26, 2026, which is incorporated herein by reference. The description of the PSA included or incorporated by reference in this Current Report on Form 8-K (this “Report”) is qualified in its entirety by reference to the full text of the PSA, which is filed as Exhibit 2.1 hereto, and is incorporated herein by reference."}