Noah Hungness

Charles Meade

Noel Parks

Paul Diamond

Phillips Johnston

Scott Hanold

John Freeman

Neal Dingmann

- NORTHERN OIL AND GAS, INC. (NOG) accepted for payment **$684,943,000 aggregate principal amount** of its **8.125% Senior Notes due 2028** in a tender offer announced on **September 29, 2025**.  **[1104485_0001193125-25-226774_d941374d8k.htm:4]** 
- Payment for the tendered 2028 Notes was made on **October 1, 2025**, utilizing a portion of the proceeds from the sale of new **7.875% Senior Notes due 2033**.  **[1104485_0001193125-25-226774_d941374d8k.htm:4]** **[1104485_0001193125-25-226774_d941374d8k.htm:5]** 
- The Indenture for the new 2033 Notes includes covenants that limit the company's ability to incur additional indebtedness, pay dividends, transfer assets, and make investments, with many of these covenants terminating if the 2033 Notes achieve an investment grade rating.  **[1104485_0001193125-25-226774_d941374d8k.htm:2]** 
- The company has the option to redeem up to **40%** of the 2033 Notes prior to **October 15, 2028**, at **107.875%** of the principal amount plus accrued interest, using net cash proceeds from Equity Offerings, provided **at least 60%** of the notes remain outstanding.  **[1104485_0001193125-25-226774_d941374dex41.htm:129]**

NOG Completes Tender Offer for 2028 Notes and Issues New 2033 Senior Notes

- Northern Oil and Gas (NOG) received tenders for **$684,943,000** in aggregate principal amount of its **8.125% Senior Notes due 2028**, representing approximately **97.14%** of the outstanding notes, by the **September 26, 2025** expiration time.  **[1104485_1370d09af4e14cc1888856c034a436f1_0]** 
- Notes validly tendered and accepted for purchase will receive **$1,015** for each $1,000 principal amount, plus accrued and unpaid interest.  **[1104485_1370d09af4e14cc1888856c034a436f1_0]** 
- The settlement date for these notes is expected to occur on **October 1, 2025**, contingent upon the company's consummation of a **concurrent bond offering** and receipt of net proceeds.  **[1104485_1370d09af4e14cc1888856c034a436f1_0]**

NOG Announces Tender Offer Results for Senior Notes

- Northern Oil and Gas, Inc. (NOG) announced the pricing of a private offering of **$725 million** in aggregate principal amount of new **7.875% senior notes due 2033** on September 22, 2025.  **[1104485_0001193125-25-211603_d17290dex991.htm:0]** **[1104485_0001193125-25-211603_d17290d8k.htm:1]** 
- The offering is expected to **close on October 1, 2025**.  **[1104485_0001193125-25-211603_d17290dex991.htm:0]** 
- The net proceeds from the offering will primarily be used to **fund the purchase and redemption of the Company's outstanding 8.125% Senior Notes due 2028**.  **[1104485_0001193125-25-211603_d17290dex991.htm:0]**

Northern Oil and Gas, Inc. announces pricing of $725 million senior notes offering

- Northern Oil and Gas (NOG) has initiated a **cash tender offer** for any and all of its outstanding **8.125% Senior Notes due 2028**.  **[1104485_0001193125-25-210139_d66499dex991.htm:0]** **[1104485_0001193125-25-210139_d66499d8k.htm:1]** 
- The tender offer is set to expire on **September 26, 2025, at 5:00 p.m. New York City time**, offering **$1,015 per $1,000 principal amount** for accepted notes.  **[1104485_0001193125-25-210139_d66499dex991.htm:0]** 
- This offer is contingent upon the company's successful completion of a **concurrent bond offering**.  **[1104485_0001193125-25-210139_d66499dex991.htm:0]** 
- NOG also announced a proposed **$725 million private offering of new senior notes due 2033**, with the net proceeds intended to fund the tender offer and potential redemption of the 2028 Notes.  **[1104485_0001193125-25-210139_d66499dex992.htm:0]** **[1104485_0001193125-25-210139_d66499d8k.htm:2]** 
- Depending on the amount tendered, any remaining 2028 Notes will either be redeemed at the tender offer price if **10% or less** remain outstanding, or at **100.000% of the principal amount** on or after March 1, 2026, if more than 10% remain.  **[1104485_0001193125-25-210139_d66499dex991.htm:0]** **[1104485_0001193125-25-210139_d66499dex992.htm:0]**

NORTHERN OIL & GAS (NOG)