Northern Oil & Gas Files 8-K on Officer/Director Changes, Comp

TL;DR

**NOG filed an 8-K on Dec 29, 2023, for officer/director changes and compensation, watch for details.**

AI Summary

Northern Oil and Gas, Inc. filed an 8-K on January 5, 2024, reporting an event that occurred on December 29, 2023. This filing indicates a routine update regarding the company's corporate structure or compensatory arrangements, as suggested by Item 5.02, "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers." For investors, this matters because changes in executive compensation or board composition can signal shifts in company strategy or governance, potentially impacting future performance and stock value.

Why It Matters

This filing signals potential changes in leadership or executive pay at Northern Oil and Gas, Inc., which can influence company direction and investor confidence. Understanding these changes is crucial for assessing future operational stability and strategic shifts.

Risk Assessment

Risk Level: low — This 8-K is a standard disclosure for changes in officers, directors, or compensation, and does not inherently indicate a high-risk event without further specific details.

Analyst Insight

A smart investor would monitor subsequent filings or company announcements for specific details regarding the changes in officers, directors, or compensation arrangements, as these could signal strategic shifts or impact future performance. Pay close attention to any new executive appointments or significant changes in compensation structures.

Key Numbers

• December 29, 2023 — Date of earliest event reported (The date the reported event occurred, as specified in the filing.)
• January 5, 2024 — Filed As Of Date (The date the 8-K filing was officially submitted to the SEC.)
• 001-33999 — Commission File Number (The SEC file number for Northern Oil and Gas, Inc.)
• 952-476-9800 — Registrant's telephone number (The primary contact number for Northern Oil and Gas, Inc.)

Key Players & Entities

• NORTHERN OIL & GAS, INC. (company) — the registrant filing the 8-K
• Delaware (company) — state of incorporation for Northern Oil and Gas, Inc.
• New York Stock Exchange (company) — exchange where NOG Common Stock is registered
• NOG (company) — trading symbol for Northern Oil and Gas, Inc.

Forward-Looking Statements

• Northern Oil and Gas, Inc. will provide more specific details regarding the changes in officers, directors, or compensatory arrangements in a subsequent filing or press release. (NORTHERN OIL & GAS, INC.) — medium confidence, target: 2024-03-31
• The changes reported on December 29, 2023, are likely part of routine corporate governance updates rather than a response to a major negative event. (NORTHERN OIL & GAS, INC.) — high confidence, target: 2024-01-31

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 NOG New York Stock Exchange Indicate

Filing Documents

• nog-20231229.htm (8-K) — 40KB
• exhibit101-ogradyxamendeda.htm (EX-10.1) — 207KB
• exhibit102-dirlamxsecondam.htm (EX-10.2) — 206KB
• exhibit103-romsloxsecondam.htm (EX-10.3) — 207KB
• exhibit104-allenxsecondame.htm (EX-10.4) — 207KB
• exhibit105-evansxsecondame.htm (EX-10.5) — 207KB
• 0001104485-24-000030.txt ( ) — 1412KB
• nog-20231229.xsd (EX-101.SCH) — 2KB
• nog-20231229_lab.xml (EX-101.LAB) — 24KB
• nog-20231229_pre.xml (EX-101.PRE) — 13KB
• nog-20231229_htm.xml (XML) — 3KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure . In connection with finalizing the Employment Agreements, the Company also finalized its 2023 executive compensation plan, which includes both short- and long-term incentives. For 2023, the short-term incentive program provides each Executive a cash bonus opportunity dependent on the following factors, each with a one-third weighting: 2023 Adjusted EBITDA, 2023 return on capital employed, and individual performance considerations. The long-term incentive program includes both restricted stock awards subject to service-based vesting, as well as performance-based awards that are dependent on (i) absolute total shareholder return ("TSR") over a three-year period, (ii) relative TSR compared to the Company's peer group over a three-year period, and (iii) compound equity value growth targets over a five-year period.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Amended and Restated Employment Agreement, dated December 29, 2023, between Northern Oil and Gas, Inc. and Nicholas O'Grady. 10.2 Second Amended and Restated Employment Agreement, dated December 29, 2023, between Northern Oil and Gas, Inc. and Adam Dirlam. 10.3 Second Amended and Restated Employment Agreement, dated December 29, 2023, between Northern Oil and Gas, Inc. and Erik Romslo. 10.4 Second Amended and Restated Employment Agreement, dated December 29, 2023, between Northern Oil and Gas, Inc. and Chad Allen. 10.5 Second Amended and Restated Employment Agreement, dated December 29, 2023, between Northern Oil and Gas, Inc. and James Evans. 104 The cover page from this Current Report on Form 8-K, formatted in inline XBRL

SIGNATURES

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: January 4, 2024 NORTHERN OIL AND GAS, INC. By /s/ Erik J. Romslo Erik J. Romslo Chief Legal Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR