Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q _________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to____________ Commission File No. 001-33999 NORTHERN OIL AND GAS, INC. (Exact Name of Registrant as Specified ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q _________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to____________ Commission File No. 001-33999 NORTHERN OIL AND GAS, INC. (Exact Name of Registrant as Specifie ...

Financial Data and Key Metrics Changes - The company's production averaged 38,417 barrels of oil equivalent per day, representing an 8% increase over the previous quarter [28] - Adjusted EBITDA for the quarter was $98.8 million, with free cash flow of $41.7 million, reflecting increases of 5% and 43% respectively compared to the fourth quarter [29] - Oil differentials improved to $6.56, a 5% increase over the fourth quarter and a 38% increase from pandemic lows [30] - Lease operating expenses were $34.3 million or $9.92 per BOE, slightly above the full-year guidance range [31] - Capital spending for the quarter was $38.1 million, a 22% reduction compared to the fourth quarter [33] Business Line Data and Key Metrics Changes - The Bakken assets continued to show strong oil output and increased gas capture, contributing to exceeding internal revenue estimates [12] - Approximately 40 new well proposals were received, with about half elected, averaging around $7 million in well costs [24] - The company executed six transactions during the quarter, focusing on both Bakken and Permian drilling opportunities [25] Market Data and Key Metrics Changes - The company noted a decline in curtailments, with a reduction of 2,000 barrels a day, indicating improved market conditions [23] - The overall market for acquisitions remains robust, with the company evaluating 15 different package opportunities, primarily in the Williston, Permian, and Eagle Ford regions [16] Company Strategy and Development Direction - The company aims to improve its balance sheet and reduce operating leverage, with plans to end the year with a leverage ratio of less than 2 times [13] - A focus on acquisitions is evident, with a backlog of opportunities and a disciplined approach to evaluating potential deals [16][26] - The company announced its first-ever quarterly dividend of $0.03 per share, with future increases tied to leverage reduction [18][19] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the outlook, noting that the opportunity set continues to grow and that they are well ahead of their 2021 plan [12][21] - The management team emphasized a conservative approach to capital spending and production forecasts, with potential upward adjustments in future calls [37] - The management highlighted the importance of maintaining discipline in capital allocation, especially in a rising commodity price environment [74][96] Other Important Information - The company has strengthened its liquidity profile through debt and equity offerings, with gross proceeds of approximately $690 million [34] - The company expects to end the year with over $400 million of available liquidity, not including potential increases to revolver capacity [14] Q&A Session Summary Question: How do you think about managing the growth of the dividend going forward? - Management indicated a goal of returning about one-third of distributable cash flow to shareholders, with potential increases as leverage targets are met [45] Question: How do you think about doing that through a base dividend versus other mechanisms? - Management sees value in a solid base dividend while also considering special dividends to navigate commodity price volatility [52][53] Question: Can you clarify the $10 billion opportunities mentioned? - The opportunities are primarily non-operated properties, with sizes ranging from $10 million to over $500 million, with a sweet spot around $100 million to $200 million [56][58] Question: What is the outlook for E&P spending in 2022? - Management believes that capital discipline will be tested if oil prices rise significantly, and the ability to maintain inventory and capital efficiency will be challenging [96][98]

Financial & Operational Highlights - Northern Oil & Gas achieved strong Q1 Free Cash Flow of $41.7 million, representing a 43% increase QoQ [9, 11] - The company's annualized Q1 FCF Yield is a compelling 17.6% [11] - A dividend of $0.03 per share was established [12] - The company's Q1 production was 38.4 Mboe/d, a 7.5% increase vs Q4:20 [17, 19] - Northern Oil & Gas' Q1 Recycle Ratio was 3.16x, and ROCE was 25.4%, remaining amongst the best in the industry [14, 18, 23] - The company's cash margin was $28.57/boe, with DD&A at $9.03/boe [24, 25] Strategic Initiatives & Balance Sheet - A substantial Marcellus acquisition was made for $120.9 million in cash, with $95 million of FCF expected in the first 4 years [22] - $418 million of debt due before 2024 was retired [23] - $690 million of debt and equity was raised in Q1 [27] - The company is targeting a leverage ratio of 1x Debt / EBITDA at the current strip [28] 2021 Guidance - 2021 Bakken/Permian production is guided at 37,750 - 42,750 Boe per day [43] - 2021 Bakken/Permian capital expenditures are projected to be $200 - $250 million [42] - 2021 Marcellus production is guided at 75 - 85 Mmcf per day [43] - 2021 Marcellus capital expenditures are projected to be $20 - $25 million [47]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ® ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Or □ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File Number 001-33999 NORTHERN OIL AND GAS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdi ...

Northern Oil and Gas, Inc. (NYSE:NOG) Q4 2020 Earnings Conference Call March 12, 2021 11:00 AM ET Company Participants Mike Kelly - Chief Strategy Officer Nick O'Grady - Chief Executive Officer Adam Dirlam - Chief Operating Officer Chad Allen - Chief Financial Officer Jim Evans - Senior Vice President, Engineering Bahram Akradi - Chairman Conference Call Participants John Freeman - Raymond James Scott Hanold - RBC Capital Markets Dun McIntosh - Johnson Rice Derrick Whitfield - Stifel Neal Dingmann - Truist ...

NYSE American: NOG Q4:20 EARNINGS PRESENTATION NYSE American: NOG FORWARD LOOKING STATEMENTS NYSE American: NOG This presentation contains forward-looking statements regarding future events and future results that are subject to the safe harbors created under the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"). All statements other than statements of historical facts included in this presentation, including without limitation statements regarding No ...

Northern Oil and Gas, Inc. (NYSE:NOG) Q3 2020 Earnings Conference Call November 6, 2020 10:00 AM ET Company Participants Mike Kelly ??? Executive Vice President-Finance Bahram Akradi ??? Chairman Nick O'Grady ??? Chief Executive Officer Adam Dirlam ??? Chief Operating Officer Chad Allen ??? Chief Financial Officer Jim Evans ??? Senior Vice President-Engineering Conference Call Participants Duncan McIntosh ??? Johnson Rice Jordan Levy ??? Truist Jeff Grampp ??? Northland Capital Markets John White ??? Roth C ...

[Glossary of Terms](index=2&type=section&id=GLOSSARY%20OF%20TERMS) [Glossary of Terms](index=2&type=section&id=Glossary%20of%20Terms) This section defines key technical terms for oil quantities, well interests, and reserve classifications - Key definitions provided include[8](index=8&type=chunk) - **Quantities:** Bbl (barrel), Boe (barrel of oil equivalent), Mcf (thousand cubic feet)[9](index=9&type=chunk)[13](index=13&type=chunk) - **Interests:** Working interest, Net acres, Gross wells[26](index=26&type=chunk)[29](index=29&type=chunk)[37](index=37&type=chunk) - **Reserves:** Proved reserves (including PDPs and PUDs), Probable reserves, and Possible reserves[39](index=39&type=chunk)[40](index=40&type=chunk)[43](index=43&type=chunk) [PART I – FINANCIAL INFORMATION](index=9&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Condensed Financial Statements (unaudited)](index=9&type=section&id=Item%201.%20Condensed%20Financial%20Statements) This section presents unaudited condensed financial statements as of September 30, 2020, including a notable 1-for-10 reverse stock split [Condensed Balance Sheets](index=9&type=section&id=Condensed%20Balance%20Sheets) The balance sheet reflects a significant asset decrease due to property impairment, leading to a stockholders' deficit of $83.7 million Condensed Balance Sheet Highlights (in thousands) | Account | Sep 30, 2020 (Unaudited) | Dec 31, 2019 | | :--- | :--- | :--- | | **Total Current Assets** | $183,749 | $133,037 | | **Total Property and Equipment, Net** | $823,002 | $1,748,593 | | **Total Assets** | **$1,025,524** | **$1,905,465** | | **Total Current Liabilities** | $170,455 | $203,477 | | **Long-term Debt** | $918,327 | $1,118,161 | | **Total Liabilities** | **$1,109,255** | **$1,346,822** | | **Total Stockholders' Equity (Deficit)** | **($83,731)** | **$558,643** | [Condensed Statements of Operations](index=11&type=section&id=Condensed%20Statements%20of%20Operations) The company reported a Q3 2020 net loss of $233.0 million, driven by a large impairment charge and a 54% drop in oil and gas sales Q3 2020 vs Q3 2019 Statement of Operations (in thousands) | Metric | Q3 2020 | Q3 2019 | | :--- | :--- | :--- | | Oil and Gas Sales | $73,680 | $157,989 | | Gain (Loss) on Commodity Derivatives, Net | ($26,361) | $75,892 | | Total Revenues | $47,322 | $233,883 | | Impairment Expense | $199,489 | $0 | | Total Operating Expenses | $265,975 | $112,784 | | **Net Income (Loss)** | **($233,004)** | **$94,381** | Net Income (Loss) Per Share (Adjusted for reverse stock split) | Metric | Q3 2020 | Q3 2019 | | :--- | :--- | :--- | | Net Income (Loss) Per Common Share – Basic | ($5.44) | $2.38 | | Net Income (Loss) Per Common Share – Diluted | ($5.44) | $2.38 | [Condensed Statements of Cash Flows](index=12&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash from operations was $258.7 million for the nine-month period, with significantly lower cash used for investing activities Nine-Month Cash Flow Summary (in thousands) | Activity | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | $258,652 | $269,323 | | Net Cash Used for Investing Activities | ($249,552) | ($417,948) | | Net Cash (Used for) Provided by Financing Activities | ($23,365) | $148,169 | | **Net Decrease in Cash** | **($14,265)** | **($456)** | [Notes to Condensed Financial Statements](index=16&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Notes detail the impact of COVID-19, a reverse stock split, a $962.2 million impairment charge, and the company's debt and derivative positions - On September 18, 2020, the company executed a **1-for-10 reverse stock split** of its common stock, with all share and per-share data retroactively adjusted[77](index=77&type=chunk)[134](index=134&type=chunk) - Due to a significant decline in commodity prices, the company recognized a non-cash ceiling test impairment of its oil and gas properties totaling **$962.2 million** for the nine months ended September 30, 2020[80](index=80&type=chunk)[101](index=101&type=chunk) Long-Term Debt Composition (in thousands) | Debt Instrument | Sep 30, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | Revolving Credit Facility | $571,000 | $580,000 | | Second Lien Notes due 2023 | $287,755 | $417,733 | | Unsecured VEN Bakken Note | $130,000 | $130,000 | | **Total Principal** | **$988,755** | **$1,127,733** | Net Gain (Loss) on Commodity Derivatives (in thousands) | Period | Gain on Settled Derivatives | Gain (Loss) on Unsettled Derivatives | Net Gain (Loss) | | :--- | :--- | :--- | :--- | | **Q3 2020** | $43,837 | ($70,198) | ($26,361) | | **Q3 2019** | $18,386 | $57,506 | $75,892 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the adverse impacts of COVID-19, including reduced spending, production curtailments, and a significant impairment charge [Overview and COVID-19 Impact](index=37&type=section&id=Overview%20and%20COVID-19%20Impact) The company responded to the pandemic and oil price decline by significantly reducing 2020 capital spending and curtailing production - The company reduced its 2020 capital spending forecast to a range of **$175.0 – $200.0 million**, a reduction of 53% – 59% compared to 2019 actuals[191](index=191&type=chunk) - A full-cost ceiling test impairment charge of **$199.5 million** was recorded for Q3 2020, bringing the year-to-date total to $962.2 million[192](index=192&type=chunk) - Average daily production in Q3 2020 was **29,051 Boe per day**, a 22% increase from Q2 2020 as shut-in production returned, but still impacted by curtailments[188](index=188&type=chunk) [Results of Operations](index=43&type=section&id=Results%20of%20Operations) Q3 2020 results show a 53% drop in oil and gas sales, driven by lower production and prices, though partially offset by derivative gains Q3 2020 vs Q3 2019 Operating Metrics | Metric | Q3 2020 | Q3 2019 | % Change | | :--- | :--- | :--- | :--- | | Total Production (Boe) | 2,672,656 | 3,752,266 | (29)% | | Realized Price (per Boe, ex-hedges) | $27.57 | $42.10 | (35)% | | Realized Price (per Boe, incl-hedges) | $43.97 | $47.00 | (6)% | | Production Expenses (per Boe) | $9.04 | $8.62 | 5% | | DD&A (per Boe) | $11.52 | $14.81 | (22)% | - The oil price differential widened to **$6.54 per barrel** in Q3 2020 from $5.48 per barrel in Q3 2019, further pressuring realized prices[215](index=215&type=chunk) - For the nine months ended Sep 30, 2020, the company recorded a non-cash ceiling test impairment of **$962.2 million** due to low commodity prices[243](index=243&type=chunk) [Non-GAAP Financial Measures](index=52&type=section&id=Non-GAAP%20Financial%20Measures) Adjusted Net Income and Adjusted EBITDA are presented to clarify core performance, excluding non-cash impairments and unsettled derivative effects Adjusted EBITDA Reconciliation (in thousands) | Metric | Q3 2020 | Q3 2019 | | :--- | :--- | :--- | | Net Income (Loss) | ($233,004) | $94,381 | | Adjustments (Interest, Taxes, DD&A, Impairment, etc.) | $315,727 | $29,015 | | **Adjusted EBITDA** | **$82,723** | **$124,396** | Adjusted Net Income | Metric | Q3 2020 | Q3 2019 | | :--- | :--- | :--- | | Adjusted Net Income (in thousands) | $27,490 | $36,304 | | Adjusted Net Income Per Share - Diluted | $0.51 | $0.92 | [Liquidity and Capital Resources](index=55&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintained $90.8 million in liquidity and strengthened its balance sheet by retiring $116.4 million of debt through equity exchanges - Total liquidity as of September 30, 2020 was **$90.8 million**[263](index=263&type=chunk) - During the first nine months of 2020, the company retired a total of **$116.4 million** in principal of its Second Lien Notes through various exchange agreements for equity[262](index=262&type=chunk) Nine-Month Cash Flow Summary (in thousands) | Activity | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | $258,652 | $269,323 | | Net Cash Used for Investing Activities | ($249,552) | ($417,948) | | Net Cash (Used for) Provided by Financing Activities | ($23,365) | $148,169 | [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=58&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company manages commodity price and interest rate risks through an extensive portfolio of derivative swap contracts Open Crude Oil Swap Contracts as of Sep 30, 2020 | Period | Volume (Barrels) | Weighted Avg. Price ($/Bbl) | | :--- | :--- | :--- | | Q4 2020 | 2,372,362 | $58.03 | | 2021 | 7,808,624 | $54.67 | | 2022 | 365,000 | $50.05 | Open Natural Gas Swap Contracts as of Sep 30, 2020 | Period | Volume (MMBTU) | Weighted Avg. Price ($/MMBTU) | | :--- | :--- | :--- | | Q4 2020 | 2,760,000 | $2.44 | | 2021 | 13,000,000 | $2.50 | | 2022 | 1,825,000 | $2.53 | - A **1% increase** in short-term interest rates on floating-rate debt would result in approximately **$3.7 million** in additional annual interest expense[294](index=294&type=chunk) [Item 4. Controls and Procedures](index=60&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes to internal controls during the quarter - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were **effective** as of September 30, 2020[297](index=297&type=chunk) - **No material changes** in internal control over financial reporting occurred during the quarter ended September 30, 2020[298](index=298&type=chunk) [PART II – OTHER INFORMATION](index=62&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=62&type=section&id=Item%201.%20Legal%20Proceedings) The company is subject to ordinary course litigation and regulatory proceedings not expected to have a material impact [Item 1A. Risk Factors](index=62&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, emphasizing the adverse effects of the COVID-19 pandemic and litigation concerning the Dakota Access Pipeline - The global COVID-19 pandemic and oil market developments have negatively impacted the company through **reduced prices, decreased demand, and curtailed development** and production activity[302](index=302&type=chunk)[305](index=305&type=chunk) - The **Dakota Access Pipeline (DAPL)** is subject to ongoing litigation that could result in a court-ordered shutdown, which would increase transportation costs and could lead to production shut-ins, adversely affecting the company's business[309](index=309&type=chunk)[310](index=310&type=chunk) - The company's business depends on third-party transportation and processing facilities, and any lack of available capacity could result in **increased costs, shut-ins, or development delays**[308](index=308&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=65&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No shares of common stock were repurchased during the third quarter of 2020, leaving $68.1 million available under the program Issuer Purchases of Equity Securities (Q3 2020) | Period | Total Shares Purchased | Avg. Price Paid | Value Remaining in Program | | :--- | :--- | :--- | :--- | | July 2020 | 0 | N/A | $68.1 million | | August 2020 | 0 | N/A | $68.1 million | | September 2020 | 0 | N/A | $68.1 million | | **Total** | **0** | **N/A** | **$68.1 million** | [Item 6. Exhibits](index=66&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the report, including corporate governance documents, debt agreements, and officer certifications

Financial & Operational Highlights - Q3 2020 Cash Flow From Operations (CFFO) was $69.0 million, a 30% increase from Q2 2020, exceeding capital expenditures of $43.8 million[7] - $43.8 million in hedge gains were realized in Q3 2020[7] - $160 million of debt was retired Year-To-Date (YTD) as of November 6, 2020[7] - Q3 2020 production was 29,100 barrels of oil equivalent per day (Mboe/d), with an estimated reduction of 11,000 Mboe/d due to curtailments and delays[7,38] - The company anticipates a production recovery in Q4 2020, projecting 30,000-40,000 Mboe/d as curtailments subside[7] - The company's recycle ratio was 2.69x and Return on Capital Employed (ROCE) was 18.8% in Q3 2020[7] Hedging & Free Cash Flow - The hedge book had a gross in-the-money value of over $145 million as of November 4, 2020[10] - For Q4 2020, 25,800 barrels per day (Mbo/d) were hedged at $58.03 per barrel, representing approximately 100% of expected oil production[10,37] - For 2021, 19,400 barrels per day (Mbo/d) were hedged at $55.68 per barrel[10,39] - The company expects $75-100 million in Free Cash Flow (FCF) at the midpoint of the 2021 base case guidance (37,500-42,500 Mboe/d)[11] Strategic Initiatives - The company entered the Permian Basin with a 5% stake in a 21-well EOG development in Lea County, New Mexico[7,23] - The company's Permian deal pipeline has increased to over $500 million of potential transactions since the September 10 announcement[23]