NOG Prices Upsized $175.0 Million Reopening of 3.625% Convertible Senior Notes Due 2029

Northern Oil and Gas, Inc. (NYSE: NOG) (the “Company” or “NOG”) today announced the pricing of its offering of $175,000,000 aggregate principal amount of additional 3.625% convertible senior notes due 2029 (the “new notes”), at an issue price of 105.597% of the principal amount thereof, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering size was increased from the previously announced offering size of $150,000,000 aggregate principal amount of new notes.

The new notes will be issued under the same indenture as the Company’s $500.0 million aggregate principal amount of 3.625% convertible senior notes due 2029 (the “initial notes” and, together with the new notes, the “notes”) issued on October 14, 2022 and will form a part of the same series of notes as the initial notes. While the new notes the Company is offering will initially trade under a Rule 144A CUSIP number, the Company expects that once de-legended, the new notes will trade with same CUSIP number as the initial notes. The issuance and sale of the new notes are scheduled to settle on June 17, 2025, subject to customary closing conditions. The Company also granted the initial purchasers of the new notes an option to purchase, for settlement within a period of 13 days from, and including, the date new notes are first issued, up to an additional $25,000,000 principal amount of new notes.

The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Company’s option at any time, and from time to time, on or after April 15, 2026 and on or before the 40th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Notwithstanding the foregoing, the Company will agree not to call any of the new notes issued in the offering for redemption unless those notes are “freely tradable” (as defined in the indenture governing the initial notes) pursuant to the proviso to the first sentence of the definition thereof.