8-K current report · filed May 26, 2026

NORTHERN OIL & GAS, INC. (NOG) 8-K Current Report: May 26, 2026

Short answer

NORTHERN OIL & GAS, INC. (NOG) filed an 8-K current report with the SEC on May 26, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 7.01 (Regulation FD Disclosure). Parallax acquisition for CA$237.0M cash plus CA$113.0M in NOG stock, subject to customary purchase price adjustments.

NORTHERN OIL & GAS, INC. 8-K event analysis

AI summary of each reported item and its exhibits

Item 1.01 · Entry into a Material Definitive Agreement

  • Parallax acquisition for CA$237.0M cash plus CA$113.0M in NOG stock, subject to customary purchase price adjustments
  • CA$37.5M acquisition deposit funded into escrow and credited against closing cash consideration
  • Additional CA$25.0M contingent payment triggered by specified WTI pricing through December 31, 2027
  • Potential contingent consideration payable partly or fully in NOG shares, creating future dilution risk
  • Closing remains subject to customary conditions; resale registration required for seller’s stock consideration shares

Item 7.01 · Regulation FD Disclosure

  • Press release announces the Parallax Acquisition, making transaction terms the key investor focus
  • Exhibit 99.1 contains the substantive acquisition details and is incorporated by reference
  • Regulation FD disclosure signals broad market release of material acquisition information

Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean

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