Northern Oil and Gas, Inc. (NOG) SEC Filings & Earnings Calls

Significant unrealized mark-to-market losses on derivatives ($300-320M) indicate high hedging costs and oil price volatility

“Unrealized mark-to-market losses $300-320M; realized hedge losses $51-52M”

Capital spending at higher end of guidance range may pressure free cash flow if oil prices decline

“Capex expected toward higher end of 2026 guidance range”

Increased leverage from new senior notes; interest expense will rise, potentially pressuring cash flows.

“Creation of a Direct Financial Obligation ... 7.500% Senior Note due 2034”

Increased leverage with $500M debt issuance at 7.5% coupon

“$500 million in aggregate principal amount of 7.500% senior notes due 2034” · word for word

Increased leverage from new debt issuance may pressure credit metrics.

“Offering $500M senior notes; no terms disclosed yet.”

Ceiling test impairment risk

“As a result of its ceiling test, the Company recorded a non-cash impairment charge of $268.3 million in the six months ended June 30, 2026.” · word for word

Commodity price volatility

“Oil prices have remained highly volatile since then.” · word for word

Geopolitical risk

“However, in early 2026, significant increases in oil prices occurred as a result of the threatened and actual closing of oil shipping routes, including the Strait of Hormuz, by Iran and affiliated groups in connection with the joint U.S.-Israel strikes on Iran.” · word for word

Permian well shut-ins and deferred TILs impacted oil volumes by ~7,000 Boe/d; now resolved.

“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” · word for word

Realized hedge losses of $86.3M partially offset gains from higher commodity prices.

“Realized hedge losses were $86.3 million as gains on the Company's natural gas hedges were more than offset by losses on the Company's crude oil hedges” · word for word

Natural gas realizations pressured by weak Waha pricing; conditions improving late June.

“Natural gas realizations were pressured throughout the majority of the quarter due to weak Waha pricing” · word for word

Waha negative pricing caused significant production shut-ins, impacting Q2 volumes.

“Significantly negative Waha realizations offset the benefit of otherwise strong oil prices.” · word for word

Deferred turn-in-lines (3 net wells) may delay production ramp.

“Approximately 3 net turn-in-lines deferred to the third quarter.” · word for word

Resale of shares by selling stockholder could create overhang, but no immediate dilution.

“Shares are already outstanding; registration enables resale.”

Contingent consideration of CA$25M if oil prices exceed a specified level, adding potential future liability.

“Contingent Consideration of CA$25.0 million if the arithmetic average of the daily settlement price for the NYMEX WTI crude oil prompt month contract exceeds a specified price from April 1, 2026 through December 31, 2027.”

Contingent consideration of CA$25M if oil prices exceed a specified level, adding potential future liability.

“Contingent Consideration of CA$25.0 million if the arithmetic average of the daily settlement price for the NYMEX WTI crude oil prompt month contract exceeds a specified price from April 1, 2026 through December 31, 2027.”

Ceiling test impairment risk from lower commodity prices

“If this downward trend continues, and/or if our proved reserves decrease significantly in future months, the present value of the Company’s future net revenues could decline, which could trigger the need for the Company to record an additional non-cash ceiling test impairment of its oil and gas property costs in future periods.” · word for word

Geopolitical and trade policy uncertainty

“In light of current macroeconomic uncertainty and geopolitical tensions, including developments pertaining to Russia’s invasion of Ukraine, conflicts in the Middle East and Venezuela, and potential further imposition of domestic and foreign tariffs, we cannot predict any future volatility in or levels of commodity prices or demand for oil and natural gas.” · word for word

Operator development schedule risk from prolonged low prices

“Prolonged lower oil prices and inflationary costs could impact our operating partners’ development schedule for the non-operated wells in which we have a working interest.” · word for word

Significant non-cash impairment due to lower oil prices; full cost method exposes to ceiling test write-downs.

“Driven by lower average oil prices, the Company recorded a non-cash ceiling test impairment charge of $268.3 million, in the first quarter of 2026, on its oil and gas assets.” · word for word

Large unrealized mark-to-market loss on derivatives ($521.4M) indicates high hedging exposure and volatility.

“First quarter GAAP net loss was $522.8 million ... driven by a non-cash unrealized mark-to-market loss on derivatives of approximately $521.4 million” · word for word

Natural gas realizations pressured due to lack of takeaway capacity in Permian Basin.

“Natural gas realizations continue to be pressured due to lack of takeaway capacity in the Permian Basin.” · word for word

Absolute TSR underperformance risk

“Under the 2023 3-Year Absolute TSR Awards, the company’s absolute TSR was below the threshold performance goal of 8%, and as a result the named executive officers did not earn anything and the PRSUs were forfeited in their entirety.” · word for word

Compensation clawback policy

“We have adopted a clawback policy which provides for the recoupment of certain executive compensation in the event that the company is required to prepare an accounting restatement of its financial statements due to material noncompliance with any financial reporting requirement under the federal securities laws.” · word for word

Dilution risk from equity offering

“7,207,208 shares of common stock offered, with option for additional 1,081,081 shares.” · word for word

Oil Price Decline Risk

“Prolonged lower oil prices and inflationary costs could impact our operating partners’ development schedule for the non-operated wells in which we have a working interest.” · word for word

Ceiling Test Impairment Risk

“If this downward trend continues, and/or if our proved reserves decrease significantly in future months, the present value of the Company’s future net revenues could decline significantly, which could trigger the need for the Company to record an additional non-cash ceiling test impairment of its oil and gas property costs in future periods.” · word for word

Regulatory and Climate Risk

“The adoption of climate change legislation or regulations restricting or relating to emissions of GHGs could result in increased operating costs and reduced demand for the oil and natural gas we produce.” · word for word

Commodity price volatility and lower oil prices impacting revenue

“Oil and natural gas sales declined 18% YoY despite production growth, due to weaker oil pricing.”

Widening crude oil differentials in Williston and Permian

“Crude oil differentials widened from the third quarter of 2025 due to constrained takeaway capacity in the Williston.” · word for word

Integration risk from large acquisition

“Acquisition of Utica assets for $464.5M cash, funded with debt and cash on hand, increases leverage and integration complexity.”

Non-cash impairment due to lower oil prices

“Non-cash impairment charge of $260-270M under full-cost ceiling test driven by lower average oil prices.”

Execution and integration risk from large acquisition

“Large $588M acquisition with joint venture structure and integration of midstream assets.”

Commodity price risk for natural gas

“Acquisition heavily weighted to natural gas (92% gas), which is subject to price volatility.”

Increased leverage from credit facility

“Credit agreement amendment may increase borrowing capacity and leverage.”

Further impairment risk from sustained low oil prices

“Average commodity prices have declined in recent months. If this downward trend continues, and/or if our proved reserves decrease significantly in future months, the present value of the Company’s future net revenues could decline significantly, which could trigger the need for the Company to record an additional non-cash ceiling test impairment of its oil a” · word for word

OPEC supply increase risk

“the decision by OPEC to increase production starting in May 2025 and on multiple occasions subsequent thereto, creating additional global supply and further downward pressure on oil prices.” · word for word

Tariff and trade policy uncertainty

“uncertainties regarding U.S. trade policies and tariffs driving concerns over increasing inflation” · word for word

Widening oil price differentials from Uinta Basin exposure

“The increase in our average oil price differential year-over-year was due primarily to the addition of the Uinta Basin to our portfolio of oil and natural gas assets, pursuant to the XCL Acquisition.” · word for word

Inflationary cost pressure on drilling

“During the nine months ended September 30, 2025 and 2024, the weighted average gross authorization for expenditure (or AFE) cost for wells we elected to participate in was $10.1 million and $9.1 million, respectively.” · word for word

Non-cash impairment charge of $318.7M indicates potential asset value write-downs.

“driven by a non-cash impairment charge of $318.7 million” · word for word

Realized price decline of 7% on a Boe basis including hedges pressures revenue.

“a 7% decrease in realized price on a Boe basis including settled commodity derivatives” · word for word