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Close of Nov 06, 2026 · end-of-day data
NOG 8-K filings, explained
Every material Form 8-K Northern Oil and Gas has filed with the SEC since October 01, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Northern Oil and Gas (NOG) reported third quarter 2026 record production of 156,239 Boe per day, up 19% from a year earlier, and raised its 2026 production guidance to 147,000 to 150,000 Boe per day. The company posted a GAAP net loss of $111.8 million, or $1.06 per diluted share, driven mainly by a non-cash mark-to-market loss of about $308.0 million on derivatives, while Adjusted EBITDA rose to $444.5 million. For shareholders, higher output and guidance are offset by a larger reported accounting loss and lower total revenues.
Production of 156,239 Boe per day, up 19% from Q3 2025; 2026 production guidance raised to 147,000 to 150,000 Boe per day from 143,000 to 148,000
GAAP net loss of $111.8 million ($1.06 per diluted share) versus a $129.1 million loss in Q3 2025, driven by a non-cash derivative loss of about $308.0 million
Oil and gas sales of $697.7 million, up from $482.2 million in Q3 2025; total revenues fell to $345.9 million from $556.6 million
Adjusted EBITDA of $444.5 million, up 11% from the second quarter of 2026; Free Cash Flow of $148.6 million
Northern Oil and Gas (NOG) issued a preliminary third quarter 2026 operational update on October 12, 2026, reporting clean operations and an expected $250.0 million to $253.0 million in third quarter capital expenditures. The company also expects large derivative losses, with unrealized mark-to-market losses of $300 million to $320 million and realized hedge losses of $51 million to $52 million, and the figures remain subject to final closing procedures.
Expected third quarter unrealized mark-to-market losses on derivatives of $300 million to $320 million, with realized hedge losses of $51 million to $52 million.
Expected third quarter capital expenditures of $250.0 million to $253.0 million, excluding non-budgeted acquisitions; the company reiterated its 2026 capital guidance and expects spending toward the higher end of the range.
Repurchased 667,989 shares for $16.0 million in the third quarter at an average of $23.96 per share; about $227.2 million remains under the buyback program after a $150.0 million increase authorized in July 2026.
Declared a $0.45 quarterly cash dividend on August 4, 2026, payable October 30, 2026.
Northern Oil and Gas, Inc. (NOG) issued $500 million in aggregate principal amount of 7.500% Senior Notes due September 1, 2034, under an indenture with Wilmington Trust, National Association, as trustee. The company can redeem up to 40% of the notes before September 1, 2029 using equity offering proceeds, and holders can require repurchase at 101% of principal upon a change of control.
Notes: $500 million, 7.500% coupon, maturing September 1, 2034; interest paid semi-annually from March 1, 2027
Early redemption before September 1, 2029 at 107.500% of principal from equity offering proceeds, or at 100% plus a make-whole premium
Redemption prices from September 1, 2029: 103.750% in 2029, 101.875% in 2030, 100.000% in 2031 and after
Indenture covenants limit debt, dividends, asset sales and mergers; the covenants end if the notes reach investment grade
Northern Oil and Gas (NOG) reported second quarter 2026 GAAP net income of $236.6 million, or $2.19 per diluted share, compared with $99.6 million, or $1.00 per diluted share, in the second quarter of 2025. Oil and gas sales rose to $670.8 million from $574.4 million, and the company reiterated its full-year production guidance, with only minor changes to other guidance items. For shareholders, the quarter shows higher earnings and cash generation, along with a raised buyback authorization and a declared dividend.
Q2 2026 GAAP net income was $236.6 million, or $2.19 per diluted share, versus $99.6 million, or $1.00 per diluted share, in Q2 2025.
Oil and gas sales were $670.8 million, up from $574.4 million a year earlier; total production averaged 145,659 Boe per day, up 9%.
Free cash flow was $159.0 million; the company repurchased 2.95 million shares at an average price of $20.37.
The board declared a $0.45 per share dividend payable October 30, 2026, and the repurchase authorization was increased to about $243.0 million.
Northern Oil and Gas said in a July 13, 2026 press release that it reiterated its 2026 production and capital expenditure guidance and that its board raised the share repurchase authorization by $150.0 million to about $243.0 million. The preliminary second quarter results show about 7,000 Boe per day shut in by operators, mainly in the Waha-exposed Novo assets, and an estimated $85.0 to $90.0 million in realized hedge losses, which lowers the oil production outlook for the quarter.
Estimated second quarter realized hedge losses of $85.0 to $90.0 million, partly offset by unrealized mark-to-market gains of $155.0 to $160.0 million.
About 7,000 Boe per day shut in by operators from April through part of June, mostly on Novo assets in Culberson County, TX and Eddy County, NM; second quarter oil production now expected at 67.5 to 68.25 Mbo per day.
Repurchased 2.95 million shares in the second quarter at an average price of $20.37; on July 10, 2026, the board added $150.0 million to the repurchase program.
Closed the Duvernay joint development acquisition on June 1, paying CA$237.0 million in cash and about 3.7 million common shares.
Northern Oil and Gas entered a registration rights agreement with seller Parallax Energy Operating Inc. covering resale of the stock issued as consideration under a May 22, 2026 asset purchase agreement. The company must file a shelf registration on Form S-3ASR for those shares and will cover the seller's related fees and expenses, so the shares can later be resold in the public market. The filing does not state the value of the assets or the number of shares issued.
Registration rights agreement dated June 1, 2026, with Parallax Energy Operating Inc.
Shelf registration on Form S-3ASR due by the later of the first business day after closing or three business days after the seller's completed questionnaire.
Company agreed to indemnify the seller and pay all related fees and expenses.
Stock was issued in a private transaction under Section 4(a)(2) of the Securities Act; the filing gives no dollar value or share count.
On May 22, 2026, Northern Oil and Gas agreed to acquire oil and gas assets in Alberta's Duvernay from Parallax Energy Operating for CA$237.0 million in cash plus shares of common stock worth CA$113.0 million, with up to CA$25.0 million of contingent consideration. The company also raised its 2026 production guidance, which it says reflects the high end of its prior low-activity range and a minor contribution from the pending acquisition.
Cash consideration of CA$237.0 million plus stock worth CA$113.0 million, subject to customary adjustments; contingent consideration up to CA$25.0 million tied to WTI prices from April 1, 2026 through December 31, 2027
Expected closing late in the second quarter of 2026; effective date April 1, 2026
Revised FY2026 annual production guidance of 143,000 to 148,000 Boe per day, up from 139,000 to 143,000 Boe per day
Stock consideration issued under Section 4(a)(2); the company must file a resale registration statement after closing
Northern Oil and Gas reported a first quarter 2026 GAAP net loss of $522.8 million, or $5.31 per share, driven mainly by a non-cash $521.4 million unrealized derivative loss and a $268.3 million non-cash impairment. Oil and gas sales fell to $539.9 million from $577.0 million a year earlier, and Adjusted EBITDA decreased 21% to $342.5 million, though production rose 10% year over year.
GAAP net loss of $522.8 million, or $5.31 per basic and diluted share, compared with net income of $139.0 million in Q1 2025
Adjusted Net Income of $74.7 million, or $0.74 per adjusted diluted share, compared with $133.4 million in Q1 2025
Production averaged 148,303 Boe per day, up 10%, with record natural gas production of 448,444 Mcf per day, up 33%
Board declared a $0.45 per share cash dividend, payable April 30, 2026 to holders of record as of March 30, 2026
Northern Oil and Gas reported fourth-quarter and full-year 2025 results and issued 2026 guidance. Fourth-quarter oil and gas sales fell to $447.7 million from $545.5 million a year earlier, and the company recorded a GAAP net loss of $70.7 million, which included a $268.5 million non-cash impairment, while production rose 6%. Full-year GAAP net income was $38.8 million, and the company closed its Joint Utica acquisition in February 2026 for a $464.6 million cash closing payment.
Q4 2025 oil and gas sales were $447.7 million, down from $545.5 million in Q4 2024, while production rose 6% to 140,064 Boe per day.
Q4 2025 GAAP net loss was $70.7 million, or $0.73 per diluted share, after a $268.5 million non-cash impairment charge.
Full-year 2025 GAAP net income was $38.8 million, or $0.39 per diluted share; full-year Adjusted EBITDA was $1.6 billion, up 1%.
2026 guidance: annual production of 139,000 to 143,000 Boe per day and capital expenditures of $850 million to $900 million in the low-activity scenario.
Northern Oil and Gas closed its joint acquisition of non-operated Ohio Utica Shale upstream and midstream interests from Antero on February 23, 2026, taking a 40% stake alongside INR's 60%. The same day, Northern amended its revolving credit facility, raising the elected commitment to $1.8 billion and the borrowing base to $1.975 billion, which the company said adds $200 million of liquidity.
Closing payment by Northern was $464.5 million in cash, including a $58.8 million deposit paid at signing, subject to post-closing settlements with Antero
Northern's unadjusted purchase price share is $480 million: $320 million for the upstream assets and $160 million for the midstream assets
Northern funded the deal with cash on hand, operating free cash flow and revolver borrowings
Credit facility elected commitment rose from $1.6 billion to $1.8 billion with Wells Fargo as administrative agent; other terms were described as substantially unchanged
Northern Oil and Gas said it expects a non-cash impairment charge of $260 million to $270 million for the fourth quarter of 2025, driven by lower average oil prices year over year. The company also estimated unrealized derivative gains of $84.0 million to $88.0 million and realized hedge gains of $70.0 million to $72.0 million for the quarter. The impairment does not affect cash flows, but it is a large charge that will weigh on reported fourth-quarter results, which remain preliminary and unaudited.
Expected non-cash impairment charge in Q4 2025 of $260 million to $270 million under the full-cost ceiling test; the company says it has no cash flow impact.
Estimated Q4 2025 unrealized mark-to-market gains on derivatives of $84.0 million to $88.0 million, and realized hedge gains of $70.0 million to $72.0 million.
Record 33 ground game transactions in Q4 2025, deploying about $77.0 million; 84 transactions and $173.5 million deployed for full-year 2025.
Figures are preliminary and unaudited, subject to financial closing and audit procedures, and may differ materially.
Northern Oil and Gas agreed on December 5, 2025, with Infinity Natural Resources to jointly buy Ohio Utica upstream and midstream assets from Antero for $1.2 billion in cash, of which NOG's 49% share is $588 million. The deal adds about 35,000 net acres and midstream infrastructure, and NOG expects roughly 65 MMcfe per day of 2026 production net to its interest, with closing expected by the end of the first quarter of 2026.
Purchase agreements dated December 5, 2025; NOG's share is $392 million for upstream assets and $196 million for midstream assets.
Infinity Natural Resources holds the remaining 51% and will operate substantially all of the assets.
Estimated 2026 production net to NOG of about 65 MMcfe per day; about $100 million of 2026 cash flow from operations net to NOG.
NOG placed a $58.8 million deposit in escrow at signing; closing is expected by the end of the first quarter of 2026 and funded by operating cash flow, cash on hand and reserve-based lending borrowings.
Northern Oil and Gas entered a Fourth Amended and Restated Credit Agreement with Wells Fargo as administrative agent, replacing its prior revolving credit facility from June 7, 2022. The facility has an initial elected commitment of $1.6 billion, a borrowing base of $1.8 billion, and a November 5, 2030 maturity, and is secured by mortgages on at least 85% of the value of proven reserves. The filing describes this as a refinancing of existing borrowing capacity rather than a change in results, but the updated covenants and collateral terms apply to shareholders' company going forward.
Initial elected commitment of $1.6 billion; initial borrowing base of $1.8 billion, redetermined semiannually around April 1 and October 1
Matures November 5, 2030, replacing the facility entered into June 7, 2022
Interest at base rate or SOFR plus margins of 175 to 275 basis points for SOFR loans, depending on utilization
Financial covenants include a maximum net debt to EBITDAX ratio of 3.50 to 1.00 and a minimum current ratio of 1.00 to 1.00
Northern Oil and Gas reported third quarter 2025 results on November 6, 2025, showing a GAAP net loss of $129.1 million, or $1.33 per share, after a non-cash $318.7 million impairment charge. That compares with net income of $298.4 million a year earlier. Production rose 8% from the year-earlier quarter, oil and gas sales fell to $482.2 million from $513.5 million, and 2025 production guidance was raised.
GAAP net loss of $129.1 million ($1.33 per share) versus net income of $298.4 million in Q3 2024, driven by a non-cash $318.7 million impairment
Oil and gas sales of $482.2 million, down from $513.5 million; Adjusted EBITDA of $387.1 million, down 6% year over year
2025 annual production guidance raised to 132,500 to 134,000 Boe per day; capital expenditure guidance tightened to $950 million to $1,025 million
Revolving credit facility amended November 5, 2025, extending maturity to November 2030; $0.45 per share dividend declared in November 2025
Northern Oil and Gas issued preliminary third quarter 2025 results and raised its full-year 2025 production guidance to 132,500 to 134,000 Boepd, while narrowing its capital expenditure range to $950 million to $1,025 million. The company also expects a non-cash impairment charge of $310 million to $330 million in the third quarter because of lower recent average oil prices, and the figures are preliminary and unaudited.
Total production guidance raised to 132,500 to 134,000 Boepd from 130,000 to 133,000 Boepd; oil guidance raised to 75,000 to 76,500 Bopd
Full-year capital expenditure guidance tightened to $950 million to $1,025 million from $925 million to $1,050 million
Expected third quarter non-cash ceiling test impairment of $310 million to $330 million, with no impact on cash flows
Closed a $98.3 million cash acquisition of Uinta Basin royalty and mineral interests in August 2025
Northern Oil and Gas (NOG) issued $725 million of 7.875% senior notes due 2033 under an indenture dated October 1, 2025. The company said it used part of the proceeds to pay for $684.9 million of its 8.125% notes due 2028 tendered in a tender offer, which it made payment for on October 1, 2025.
Issued $725,000,000 aggregate principal of 7.875% Senior Notes due October 15, 2033, with interest payable each April 15 and October 15 starting April 15, 2026.
Accepted for payment $684,943,000 of 8.125% Senior Notes due 2028 in the tender offer, paid on October 1, 2025 using part of the new notes' proceeds.
Notes can be redeemed before October 15, 2028 at 107.875% of principal using equity offering proceeds, or at 100% plus a make-whole premium; change of control repurchase price is 101%.
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