NOG

EX-99.1

2 exhibit991-2026qx3earnings.htm

EX-99.1 - PRESS RELEASE

Document

Exhibit 99.1

NOG Announces Third Quarter 2026 Results

Raises 2026 Production Guidance

HIGHLIGHTS

•Record quarterly production of 156,239 Boe per day (48% oil), a 19% increase from the third quarter of 2025 and a 7.3% increase from the second quarter of 2026

•Record natural gas production of 488,391 Mcf per day, a 39% increase from the third quarter of 2025 and a 5.2% increase from the second quarter of 2026

•GAAP net loss of $111.8 million, record Adjusted EBITDA of $444.5 million, and Adjusted Net Income of $142.2 million, meaningfully improved over the second quarter of 2026. See “Non-GAAP Financial Measures” below

•Cash flow from operations of $397.7 million as compared to $321.6 million in the second quarter of 2026.

•Generated $148.6 million of Free Cash Flow, up 25.0% from the third quarter of 2025. See “Non-GAAP Financial Measures” below

•Capital expenditures of $247.3 million, excluding non-budgeted acquisitions and other

•Completed 19 Ground Game transactions adding over 1,060 net acres and an additional 2.9 net wells for $56.5 million, inclusive of associated development costs

•Retired over $100 million of total debt and achieved a net debt-to-annualized Adjusted EBITDA ratio of sub 1.5x

•Issued $500 million of 7.5% Senior Notes due in 2034

•Repurchased 667,989 shares of common stock at an average price of $23.96, including commissions

•Raised 2026 annual production guidance to a range of 147,000 to 150,000 Boepd

MINNEAPOLIS (BUSINESS WIRE) - November 5, 2026 - Northern Oil and Gas, Inc. (NYSE: NOG) (“NOG” or “Company”) today announced the Company’s third quarter results.

MANAGEMENT COMMENTS

“The third quarter was a record for NOG, and the drivers matter as much as the results. We set new highs for total production, natural gas volumes and Adjusted EBITDA, and generated nearly $150 million of Free Cash Flow even as activity increased across our oil-weighted basins. Our assets are self-funding their own growth and still generating substantial excess cash, and we’re putting that cash to work. We cut total debt by more than $100 million, brought leverage below 1.5 times a quarter ahead of our year-end goal, and continued buying back our own shares,” stated Nick O’Grady, Chief Executive Officer.

“With every region performing, we are raising full-year production guidance while holding our capital budget unchanged. Put simply, we expect to deliver more for the same capital. Our shares, like many in our sector, trade at a deep discount to the value of the assets underneath them. We don’t see that as a setback. We see it as an opportunity which we intend to seize upon. This quarter’s records are not a ceiling. We are a company run by investors, for investors, and we intend to keep delivering like one.”

FINANCIAL RESULTS

Oil and natural gas sales for the third quarter were $697.7 million. Third quarter GAAP net loss was $111.8 million or $1.06 per diluted share, driven by non-cash mark-to-market losses on derivatives. Third quarter Adjusted Net Income was $142.2 million or $1.32 per adjusted diluted share. Adjusted EBITDA in the third quarter was $444.5 million, an 11% increase from the second quarter of 2026, driven primarily by increased production volumes. See “Non-GAAP Financial Measures” below.

PRODUCTION

Third quarter 2026 production averaged 156,239 Boe per day, a 19% increase from the third quarter of 2025. Oil represented approximately 48% of total production in the third quarter at an average of 74,837 Bbls per day. During the quarter, NOG added 23.9 net wells to production, compared to 12.7 net wells in the second quarter, excluding major acquisitions. Year to date, the Company has added 53.7 net wells to production.

Well performance continues to be strong across all of NOG’s basins. Appalachian volumes set another production record as the wells from our completed joint development program in West Virginia continue to outperform and our Utica joint development begins to accelerate activity. Consistent with the first half of 2026, in the third quarter NOG’s Uinta Assets continued to outperform versus internal estimates both on legacy production as well as on the 2026 development program.

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PRICING

During the third quarter, NOG’s unhedged net realized oil price was $82.83 per Bbl. The Company’s average differential to WTI prices was $2.84, as compared to $3.03 in the second quarter of 2026 and improved by 27% from the third quarter of 2025. NOG’s unhedged net realized gas price in the third quarter was $2.84 per Mcf, representing a 98% realization compared with Henry Hub pricing. Natural gas realizations have improved meaningfully year to date as Waha pricing has normalized and NGL realizations continue to show strength.

HEDGING

In the third quarter, the Company recorded a non-cash unrealized mark-to-market loss on derivatives of approximately $308.0 million, driven by changes to the value of

nog-20261012

0001104485FALSE00011044852026-10-122026-10-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 12, 2026

NORTHERN OIL AND GAS, INC.

(Exact name of Registrant as specified in its charter)

Delaware

001-33999

95-3848122

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

4350 Baker Road, Suite 400

Minnetonka, Minnesota 55343

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code   (952) 476-9800

Check 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:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered

Common Stock, par value $0.001NOGNew York Stock Exchange

Indicate 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).

Emerging growth company ☐

If 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. ☐

Item 2.02.    Results of Operations and Financial Condition.

On October 12, 2026, Northern Oil and Gas, Inc. issued a press release that includes preliminary financial and operating results for the third quarter of 2026. A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 9.01.    Financial Statements and Exhibits.

Exhibit NumberDescription

99.1 Press release of Northern Oil and Gas, Inc., dated October 12, 2026

104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 12, 2026

NORTHERN OIL AND GAS, INC.

By /s/ Erik J. Romslo

Erik J. Romslo

Chief Legal Officer and Secretary

EX-99.1

2 exhibit991-2026qx2earnings.htm

EX-99.1 - PRESS RELEASE

Document

Exhibit 99.1

NOG Announces Second Quarter 2026 Results

HIGHLIGHTS

•Total quarterly production of 145,659 Boe per day (47% oil), a 9% increase from the second quarter of 2025

•Record natural gas production of 464,330 Mcf per day, a 35% increase from the second quarter of 2025 and a 3.5% increase from the first quarter of 2026

•GAAP net income of $236.6 million, Adjusted EBITDA of $401.0 million, and Adjusted Net Income of $122.5 million, meaningfully improved over the first quarter of 2026. See “Non-GAAP Financial Measures” below

•Cash flow from operations of $321.6 million. Excluding changes in net working capital, cash flow from operations was $353.7 million

•Generated $159.0 million of Free Cash Flow, up 424% from the first quarter of 2026 and 26% from the second quarter of 2025. See “Non-GAAP Financial Measures” below

•Capital expenditures of $195.8 million, excluding non-budgeted acquisitions and other

•Closed Duvernay Light Oil Joint Development on June 1 for total consideration of $262.1 million

•Completed 30 ground game transactions adding over 2,300 net acres and an additional 6.2 net wells for $44.7 million, inclusive of associated development costs

•Repurchased 2.95 million shares of common stock at an average prices of $20.37, including commissions

•Increased authorized share repurchase program to ~$243.0 million

MINNEAPOLIS (BUSINESS WIRE) - August 6, 2026 - Northern Oil and Gas, Inc. (NYSE: NOG) (“NOG” or “Company”) today announced the Company’s second quarter results.

MANAGEMENT COMMENTS

“The strength of the NOG model shows most clearly when the macro backdrop is at its most volatile, and the flexibility of our diversified, non-operated business model is precisely what carried us through this quarter. Adjusted EBITDA was up 17% sequentially over the first quarter and we reiterated our full year production guidance despite less than ideal operating conditions. This directly demonstrates the resiliency of our platform. We strategically expanded our total addressable market by entering the Duvernay, a high quality, low break-even basin with significant growth potential, while also further enhancing our lower 48 footprint through our accretive and dynamic ground game program. Additionally, we opportunistically repurchased ~3 million shares of our stock at a highly attractive valuation, exactly the kind of disciplined capital allocation the NOG model is built to enable,” commented Nick O’Grady, Chief Executive Officer. “NOG remains as strong and as well positioned as ever with an asset base that is materially undervalued by the public market juxtaposed against one of the strongest private asset markets in decades. We believe our value proposition will be well illuminated over time, and we remain steadfast in executing a business plan built to ensure the market recognizes both the value inherent in what we own today and our ability to generate attractive risk-adjusted returns across the cycle.”

FINANCIAL RESULTS

Oil and natural gas sales for the second quarter were $670.8 million. Second quarter GAAP net income was $236.6 million or $2.19 per diluted share. Second quarter Adjusted Net Income was $122.5 million or $1.13 per adjusted diluted share. Adjusted EBITDA in the second quarter was $401.0 million, a 17% increase from the first quarter of 2026, driven primarily by a 13% improvement in realized commodity price per boe. See “Non-GAAP Financial Measures” below.

PRODUCTION

Second quarter 2026 production averaged 145,659 Boe per day, a 9% increase from the second quarter of 2025. Oil represented approximately 47% of total production in the second quarter at an average of 68,275 Bbls per day. As previously announced, oil volumes were impacted by approximately 7,000 Boe per day of well shut-ins and 3 deferred turn-in-lines in certain Permian assets in April, May and part of June. The wells that were shut in are back on line and the turn-in-lines are expected to TIL in the third quarter. During the quarter, NOG added 12.7 net wells to production, compared to 13.5 net wells, excluding major acquisitions, added to production in the second quarter of 2025. The Company anticipates an acceleration of TILs through the second half of 2026.

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Well performance continues to be strong across all of NOG’s basins. Appalachian volumes set another production record as our joint development program in West Virginia culminated mid-quarter and our Utica joint development contributed a full quarter of production. Additionally, NOG’s Uinta Assets significantly outperformed internal estimates both on legacy production as well as on the 2026 development program.

PRICING

During the second quarter, NOG’s unhedged net realized oil price was $90.02 per Bbl. The Company’s average differential to WTI prices was ($3.03), a 43% improvement from the second quarter of 2025. NOG’s unhedged net realized gas price in the second