{"success":true,"data":{"pressRelease":{"id":"123214","rtpr_id":"nBwmVN39a","ticker":"NOG","exchange":"NYSE","all_tickers":["NOG"],"title":"NOG Announces Pricing of $500 Million Private Offering of Senior Notes","author":"Business Wire","published_at":"2026-08-19T20:05:00.324Z","article_body":"NOG Announces Pricing of $500 Million Private Offering of Senior Notes\n\nNorthern Oil and Gas, Inc. (NYSE: NOG) (the “Company” or “NOG”) today\nannounced that it has priced a private offering (the “Offering”), to\neligible purchasers under Rule 144A and Regulation S of the Securities Act of\n1933, as amended (the “Securities Act”), of $500 million in aggregate\nprincipal amount of 7.500% senior notes due 2034 (the “Notes”) at par. The\nOffering is expected to close on August 26, 2026, subject to the satisfaction\nof customary closing conditions.\n\nThe Company intends to use the net proceeds from the Offering to repay a\nportion of the outstanding borrowings under its revolving credit facility and\nthe remainder, if any, for general corporate purposes.\n\nThe Notes will not be registered under the Securities Act or under any state\nor other securities laws and may not be offered or sold within the United\nStates, or to or for the account or benefit of any U.S. person, absent\nregistration or an applicable exemption from registration requirements.\n\nThe Notes are being offered only to persons who are either reasonably believed\nto be “qualified institutional buyers” under Rule 144A or who are\nnon-“U.S. persons” under Regulation S as defined under applicable\nsecurities laws.\n\nThis press release does not constitute an offer to sell or a solicitation of\nan offer to purchase securities in any state or jurisdiction in which such\noffer, solicitation or sale would be unlawful prior to registration or\nqualification under the securities laws of any such state or jurisdiction.\n\nABOUT NORTHERN OIL AND GAS\n\nNOG is the largest publicly traded dedicated non-operator in the United\nStates, built on a differentiated strategy of acquiring non-operated minority\nworking interests and mineral rights across the premier basins of North\nAmerica.\n\nSAFE HARBOR\n\nThis press release contains forward-looking statements regarding future events\nand future results that are subject to the safe harbors created under the\nSecurities Act and the Securities Exchange Act of 1934, as amended. All\nstatements other than statements of historical facts included in this press\nrelease are forward-looking statements, including, but not limited to,\nstatements regarding the expected closing date of the Offering and the\nanticipated use of the net proceeds therefrom. When used in this press\nrelease, forward-looking statements are generally accompanied by terms or\nphrases such as “estimate,” “project,” “predict,” “believe,”\n“expect,” “continue,” “anticipate,” “target,” “could,”\n“plan,” “intend,” “seek,” “goal,” “will,” “should,”\n“may” or other words and similar expressions that convey the uncertainty\nof future events or outcomes. Items contemplating or making assumptions about\nactual or potential future production, sales, market size, collaborations,\ncash flows, and trends or operating results also constitute such\nforward-looking statements.\n\nForward-looking statements involve inherent risks and uncertainties, and\nimportant factors (many of which are beyond the Company’s control) that\ncould cause actual results to differ materially from those set forth in the\nforward-looking statements, including the following: changes in crude oil and\nnatural gas prices, the pace of drilling and completions activity on the\nCompany’s current properties and properties pending acquisition;\ninfrastructure constraints and related factors affecting the Company’s\nproperties; general economic or industry conditions, whether internationally,\nnationally and/or in the communities in which the Company conducts business,\nincluding any future economic downturn, cost inflation, supply chain\ndisruptions, the impact of continued or further inflation, disruption in the\nfinancial markets, changes in the interest rate environment and actions taken\nby OPEC and other oil producing countries as it pertains to the global supply\nand demand of, and prices for, crude oil, natural gas and natural gas liquids;\nongoing legal disputes over, and potential shutdown of, the Dakota Access\nPipeline; the Company’s ability to identify and consummate additional\ndevelopment opportunities and potential or pending acquisition transactions,\nthe projected capital efficiency savings and other operating efficiencies and\nsynergies resulting from the Company’s acquisition transactions, integration\nand benefits of property acquisitions, or the effects of such acquisitions on\nthe Company’s cash position and levels of indebtedness; changes in the\nCompany’s reserves estimates or the value thereof; disruption to the\nCompany’s business due to acquisitions and other significant transactions;\nchanges in local, state and federal laws, regulations or policies that may\naffect the Company or the Company’s industry (such as the effects of tax law\nchanges, and changes in environmental, health and safety regulation and\nregulations addressing climate change, and trade policy and tariffs), and\nsimilar changes in foreign jurisdictions where we currently or in the future\nmay operate, including Canada; conditions of the securities markets; exchange\nrate fluctuations; risks associated with the Company’s 3.625% convertible\nsenior notes due 2029 (the “Convertible Notes”), including the potential\nimpact that the Convertible Notes may have on the Company’s financial\nposition and liquidity, potential dilution, and that provisions of the\nConvertible Notes could delay or prevent a beneficial takeover of the Company;\nthe potential impact of the capped call transactions undertaken in tandem with\nthe Convertible Notes issuances, including counterparty risk; increasing\nattention to environmental, social and governance matters; the Company’s\nability to raise or access capital on acceptable terms; cyber-incidents could\nhave a material adverse effect on the Company’s business, financial\ncondition or results of operations; changes in accounting principles, policies\nor guidelines; events beyond the Company’s control, including a global or\ndomestic health crisis, acts of terrorism, political or economic instability\nor armed conflict in oil and gas producing regions and shipping channels,\nincluding the joint U.S.-Israel strikes on Iran, continued instability in the\nMiddle East and the effects of any changes to conditions in or impacting\nVenezuela; and other economic, competitive, governmental, regulatory and\ntechnical factors affecting the Company’s operations, products and prices.\n\nThe Company has based any forward-looking statements on its current\nexpectations and assumptions about future events. While the Company’s\nmanagement considers these expectations and assumptions to be reasonable, they\nare inherently subject to significant business, economic, competitive,\nregulatory and other risks, contingencies and uncertainties, most of which are\ndifficult to predict and many of which are beyond the Company’s control.\nAccordingly, results actually achieved may differ materially from expected\nresults described in these statements. Forward-looking statements speak only\nas of the date they are made. You should consider carefully the statements\nunder the heading “Risk Factors” in the Company’s Annual Report on Form\n10-K for the year ended December 31, 2025, as updated by the Company’s\nQuarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June\n30, 2026. The Company does not undertake, and specifically disclaims, any\nobligation to update any forward-looking statements to reflect events or\ncircumstances occurring after the date of such statements, other than as may\nbe required by applicable law or regulation.\n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20260819191862/en/\n(https://www.businesswire.com/news/home/20260819191862/en/)\n\nEvelyn Leon Infurna\n\nVice President of Investor Relations\n\n(952) 476-9800\n\nir@noginc.com (mailto:ir@noginc.com)\n\n\nCopyright Business Wire 2026","article_body_html":"","raw_payload":{"data":{"id":"nBwmVN39a","title":"NOG Announces Pricing of $500 Million Private Offering of Senior Notes","author":"Business Wire","ticker":"NOG","created":"2026-08-19T20:05:00.324Z","tickers":["NOG"],"exchange":"NYSE","article_body":"NOG Announces Pricing of $500 Million Private Offering of Senior Notes\n\nNorthern Oil and Gas, Inc. (NYSE: NOG) (the “Company” or “NOG”) today\nannounced that it has priced a private offering (the “Offering”), to\neligible purchasers under Rule 144A and Regulation S of the Securities Act of\n1933, as amended (the “Securities Act”), of $500 million in aggregate\nprincipal amount of 7.500% senior notes due 2034 (the “Notes”) at par. The\nOffering is expected to close on August 26, 2026, subject to the satisfaction\nof customary closing conditions.\n\nThe Company intends to use the net proceeds from the Offering to repay a\nportion of the outstanding borrowings under its revolving credit facility and\nthe remainder, if any, for general corporate purposes.\n\nThe Notes will not be registered under the Securities Act or under any state\nor other securities laws and may not be offered or sold within the United\nStates, or to or for the account or benefit of any U.S. person, absent\nregistration or an applicable exemption from registration requirements.\n\nThe Notes are being offered only to persons who are either reasonably believed\nto be “qualified institutional buyers” under Rule 144A or who are\nnon-“U.S. persons” under Regulation S as defined under applicable\nsecurities laws.\n\nThis press release does not constitute an offer to sell or a solicitation of\nan offer to purchase securities in any state or jurisdiction in which such\noffer, solicitation or sale would be unlawful prior to registration or\nqualification under the securities laws of any such state or jurisdiction.\n\nABOUT NORTHERN OIL AND GAS\n\nNOG is the largest publicly traded dedicated non-operator in the United\nStates, built on a differentiated strategy of acquiring non-operated minority\nworking interests and mineral rights across the premier basins of North\nAmerica.\n\nSAFE HARBOR\n\nThis press release contains forward-looking statements regarding future events\nand future results that are subject to the safe harbors created under the\nSecurities Act and the Securities Exchange Act of 1934, as amended. All\nstatements other than statements of historical facts included in this press\nrelease are forward-looking statements, including, but not limited to,\nstatements regarding the expected closing date of the Offering and the\nanticipated use of the net proceeds therefrom. When used in this press\nrelease, forward-looking statements are generally accompanied by terms or\nphrases such as “estimate,” “project,” “predict,” “believe,”\n“expect,” “continue,” “anticipate,” “target,” “could,”\n“plan,” “intend,” “seek,” “goal,” “will,” “should,”\n“may” or other words and similar expressions that convey the uncertainty\nof future events or outcomes. Items contemplating or making assumptions about\nactual or potential future production, sales, market size, collaborations,\ncash flows, and trends or operating results also constitute such\nforward-looking statements.\n\nForward-looking statements involve inherent risks and uncertainties, and\nimportant factors (many of which are beyond the Company’s control) that\ncould cause actual results to differ materially from those set forth in the\nforward-looking statements, including the following: changes in crude oil and\nnatural gas prices, the pace of drilling and completions activity on the\nCompany’s current properties and properties pending acquisition;\ninfrastructure constraints and related factors affecting the Company’s\nproperties; general economic or industry conditions, whether internationally,\nnationally and/or in the communities in which the Company conducts business,\nincluding any future economic downturn, cost inflation, supply chain\ndisruptions, the impact of continued or further inflation, disruption in the\nfinancial markets, changes in the interest rate environment and actions taken\nby OPEC and other oil producing countries as it pertains to the global supply\nand demand of, and prices for, crude oil, natural gas and natural gas liquids;\nongoing legal disputes over, and potential shutdown of, the Dakota Access\nPipeline; the Company’s ability to identify and consummate additional\ndevelopment opportunities and potential or pending acquisition transactions,\nthe projected capital efficiency savings and other operating efficiencies and\nsynergies resulting from the Company’s acquisition transactions, integration\nand benefits of property acquisitions, or the effects of such acquisitions on\nthe Company’s cash position and levels of indebtedness; changes in the\nCompany’s reserves estimates or the value thereof; disruption to the\nCompany’s business due to acquisitions and other significant transactions;\nchanges in local, state and federal laws, regulations or policies that may\naffect the Company or the Company’s industry (such as the effects of tax law\nchanges, and changes in environmental, health and safety regulation and\nregulations addressing climate change, and trade policy and tariffs), and\nsimilar changes in foreign jurisdictions where we currently or in the future\nmay operate, including Canada; conditions of the securities markets; exchange\nrate fluctuations; risks associated with the Company’s 3.625% convertible\nsenior notes due 2029 (the “Convertible Notes”), including the potential\nimpact that the Convertible Notes may have on the Company’s financial\nposition and liquidity, potential dilution, and that provisions of the\nConvertible Notes could delay or prevent a beneficial takeover of the Company;\nthe potential impact of the capped call transactions undertaken in tandem with\nthe Convertible Notes issuances, including counterparty risk; increasing\nattention to environmental, social and governance matters; the Company’s\nability to raise or access capital on acceptable terms; cyber-incidents could\nhave a material adverse effect on the Company’s business, financial\ncondition or results of operations; changes in accounting principles, policies\nor guidelines; events beyond the Company’s control, including a global or\ndomestic health crisis, acts of terrorism, political or economic instability\nor armed conflict in oil and gas producing regions and shipping channels,\nincluding the joint U.S.-Israel strikes on Iran, continued instability in the\nMiddle East and the effects of any changes to conditions in or impacting\nVenezuela; and other economic, competitive, governmental, regulatory and\ntechnical factors affecting the Company’s operations, products and prices.\n\nThe Company has based any forward-looking statements on its current\nexpectations and assumptions about future events. While the Company’s\nmanagement considers these expectations and assumptions to be reasonable, they\nare inherently subject to significant business, economic, competitive,\nregulatory and other risks, contingencies and uncertainties, most of which are\ndifficult to predict and many of which are beyond the Company’s control.\nAccordingly, results actually achieved may differ materially from expected\nresults described in these statements. Forward-looking statements speak only\nas of the date they are made. You should consider carefully the statements\nunder the heading “Risk Factors” in the Company’s Annual Report on Form\n10-K for the year ended December 31, 2025, as updated by the Company’s\nQuarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June\n30, 2026. The Company does not undertake, and specifically disclaims, any\nobligation to update any forward-looking statements to reflect events or\ncircumstances occurring after the date of such statements, other than as may\nbe required by applicable law or regulation.\n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20260819191862/en/\n(https://www.businesswire.com/news/home/20260819191862/en/)\n\nEvelyn Leon Infurna\n\nVice President of Investor Relations\n\n(952) 476-9800\n\nir@noginc.com (mailto:ir@noginc.com)\n\n\nCopyright Business Wire 2026"},"type":"article","timestamp":"2026-08-19T20:05:00.512778549Z","server_sent_at_ms":1787169900512},"received_at":"2026-08-19T20:05:01.455Z","source_url":"https://www.businesswire.com/news/home/20260819191862/en/"},"analysis":{"id":"112195","press_release_id":"123214","analysis_json":{"industry":{"label":"Oil, Gas & Consumable Fuels","sector":"Energy"},"redFlags":[],"eventType":"debt_offering","narrative":"Northern Oil and Gas priced a private offering of $500 million in aggregate principal amount of 7.500% senior notes due 2034 at par.\n\nThe company intends to use the net proceeds to repay a portion of outstanding borrowings under its revolving credit facility, with the remainder for general corporate purposes.\n\nThe offering is expected to close on August 26, 2026, and is being offered to eligible purchasers under Rule 144A and Regulation S.","sentiment":"neutral","agentHooks":{"shouldPost":false,"suggestedAngle":"Standard debt refinancing activity extending maturity."},"keyFigures":{"dealValueUsd":"$500 million","customDimensions":{"coupon":"7.500%","maturity":"2034"}},"quotedText":"","namedEntities":{"people":[{"name":"Evelyn Leon Infurna","role":"Vice President of Investor Relations"}],"products":["7.500% senior notes due 2034"],"companies":[{"name":"Northern Oil and Gas, Inc.","ticker":"NOG"}],"dollarAmounts":[{"amount":"$500 million","context":"aggregate principal amount of senior notes"}]},"materialImpact":{"score":3,"reasoning":"Significant $500 million debt issuance to refinance revolver debt and extend the maturity profile to 2034, representing a material capital structure adjustment."},"tickerRelevance":{"others":[],"primary":"NOG"},"globalImportance":25,"audienceRelevance":30,"eventTypeSecondary":[],"importanceComponents":{"tickerTier":"mid-cap","eventGravity":"mid-cap_debt_refinancing"}},"event_type":"debt_offering","event_type_secondary":null,"sentiment":"neutral","material_impact_score":3,"narrative":"Northern Oil and Gas priced a private offering of $500 million in aggregate principal amount of 7.500% senior notes due 2034 at par.\n\nThe company intends to use the net proceeds to repay a portion of outstanding borrowings under its revolving credit facility, with the remainder for general corporate purposes.\n\nThe offering is expected to close on August 26, 2026, and is being offered to eligible purchasers under Rule 144A and Regulation S.","key_figures":{"dealValueUsd":"$500 million","customDimensions":{"coupon":"7.500%","maturity":"2034"}},"named_entities":{"people":[{"name":"Evelyn Leon Infurna","role":"Vice President of Investor Relations"}],"products":["7.500% senior notes due 2034"],"companies":[{"name":"Northern Oil and Gas, Inc.","ticker":"NOG"}],"dollarAmounts":[{"amount":"$500 million","context":"aggregate principal amount of senior notes"}]},"model_name":"glm-4.7","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-08-19T20:11:26.658Z","global_importance":25,"audience_relevance":30,"importance_components":{"tickerTier":"mid-cap","eventGravity":"mid-cap_debt_refinancing"}},"durationMs":107530,"modelName":"glm-4.7"}}