Q4 & 2023 Operations Highlights Organic completions up 30% vs FY22. Scale driving organic growth. Well Performance Continues to Impress 0 50,000 100,000 150,000 200,000 250,000 300,000 350,000 400,000 450,000 - 30 60 90 120 150 180 210 240 270 300 330 360 Cum Production (Boe) Days Online 2022 Cum 2023 Cum 2024 Cum(1) (1) (1) 1. Wells assigned to years based on year in which they started producing. Cumulative type curves comprised of the following numbers of gross wells: 2022-320; 2023-458; 2024-21. Includes ...

[PART I – FINANCIAL INFORMATION](index=8&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents unaudited financial statements, management's analysis of financial condition and operations, market risk disclosures, and internal controls [Condensed Financial Statements (unaudited)](index=8&type=section&id=Item%201.%20Condensed%20Financial%20Statements%20(unaudited)) This section presents the unaudited condensed financial statements and notes, highlighting significant asset and liability growth due to acquisitions and a sharp decline in Q3 2023 net income [Condensed Balance Sheets](index=8&type=section&id=Condensed%20Balance%20Sheets) This section details the company's financial position, showing significant increases in total assets and liabilities primarily due to acquisitions Balance Sheet Comparison (in thousands) | Account | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$4,304,666** | **$2,875,178** | | Total Current Assets | $469,626 | $320,485 | | Total Property and Equipment, Net | $3,788,636 | $2,482,926 | | **Total Liabilities** | **$2,896,873** | **$2,129,917** | | Total Current Liabilities | $602,491 | $344,972 | | Long-term Debt, Net | $2,057,359 | $1,525,413 | | **Total Stockholders' Equity** | **$1,407,793** | **$745,260** | - The significant increase in assets and liabilities is primarily attributable to acquisitions of oil and natural gas properties completed during the first nine months of 2023[103](index=103&type=chunk)[273](index=273&type=chunk) [Condensed Statements of Operations](index=10&type=section&id=Condensed%20Statements%20of%20Operations) This section outlines the company's operational performance, noting a substantial decrease in Q3 2023 net income due to derivative losses Statement of Operations Highlights (in thousands) | Metric | Q3 2023 | Q3 2022 | 9 Months 2023 | 9 Months 2022 | | :--- | :--- | :--- | :--- | :--- | | Oil and Gas Sales | $511,651 | $534,050 | $1,354,376 | $1,540,151 | | Gain (Loss) on Commodity Derivatives, Net | ($199,548) | $257,590 | $11,878 | ($339,995) | | **Total Revenues** | **$313,973** | **$791,640** | **$1,372,742** | **$1,200,156** | | **Net Income** | **$26,111** | **$583,465** | **$534,116** | **$628,169** | | **Net Income Per Share – Diluted** | **$0.28** | **$6.77** | **$5.97** | **$6.92** | - The substantial decrease in Q3 2023 net income compared to Q3 2022 was primarily driven by a significant loss on commodity derivatives, which swung from a **$257.6 million gain** to a **$199.5 million loss**[64](index=64&type=chunk)[247](index=247&type=chunk) [Condensed Statements of Cash Flows](index=11&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) This section summarizes cash inflows and outflows, showing increased operating cash flow and significant investing activities for acquisitions Cash Flow Summary for Nine Months Ended Sep 30 (in thousands) | Category | 2023 | 2022 | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | $840,959 | $641,039 | | Net Cash Used for Investing Activities | ($1,484,203) | ($858,542) | | Net Cash Provided by Financing Activities | $653,668 | $217,112 | | **Net Increase (Decrease) in Cash** | **$10,424** | **($390)** | - Cash from operations increased by **31% YoY** for the nine-month period, driven by higher production. Cash used for investing activities rose significantly due to increased capital expenditures on acquisitions[285](index=285&type=chunk)[286](index=286&type=chunk) [Notes to Condensed Financial Statements](index=14&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) This section provides detailed explanations for financial statement line items, including significant acquisitions, debt issuance, and tax asset valuation - The company completed three major bolt-on acquisitions in 2023: the MPDC Acquisition (**$319.9 million**), the Forge Acquisition (**$167.9 million**), and the Novo Acquisition (**$468.4 million**), significantly expanding its Permian Basin assets[103](index=103&type=chunk)[106](index=106&type=chunk)[109](index=109&type=chunk)[112](index=112&type=chunk) - In May 2023, the company issued **$500.0 million** in 8.750% senior notes due 2031 to refinance existing debt and for general corporate purposes[160](index=160&type=chunk) - The company closed an underwritten public offering of **7.65 million shares** of common stock in May 2023, resulting in net proceeds of approximately **$224.7 million**[169](index=169&type=chunk) - In the second quarter of 2023, management released a significant portion of its valuation allowance against deferred tax assets, concluding it is more likely than not that these assets will be realized[192](index=192&type=chunk)[195](index=195&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses increased production from acquisitions, a decline in realized prices, and the company's liquidity position after funding significant capital expenditures [Results of Operations](index=44&type=section&id=Results%20of%20Operations) This section analyzes the company's operating performance, highlighting production increases offset by lower realized commodity prices Q3 2023 vs Q3 2022 Operating Highlights | Metric | Q3 2023 | Q3 2022 | % Change | | :--- | :--- | :--- | :--- | | Total Production (Boe) | 9,414,055 | 7,279,311 | 29% | | Oil Sales (in thousands) | $464,793 | $375,732 | 24% | | Natural Gas & NGL Sales (in thousands) | $46,858 | $158,318 | (70)% | | Realized Price per Boe (ex-derivatives) | $54.35 | $73.37 | (26)% | | Production Expenses per Boe | $8.76 | $9.41 | (7)% | | DD&A per Boe | $14.21 | $9.06 | 57% | - The **29% increase** in Q3 production was driven by acquisitions and new wells. However, this was offset by a **26% decrease** in realized prices, led by a **74% drop** in realized natural gas and NGL prices[245](index=245&type=chunk)[246](index=246&type=chunk) - Depletion, Depreciation, Amortization and Accretion (DD&A) expense per Boe increased **57% year-over-year**, primarily due to a higher depletable base from recent acquisitions[253](index=253&type=chunk) [Liquidity and Capital Resources](index=49&type=section&id=Liquidity%20and%20Capital%20Resources) This section details the company's financial flexibility, including available liquidity and funding sources for capital expenditures - As of September 30, 2023, the company had total liquidity of **$879.0 million**, comprising **$866.0 million** available under its Revolving Credit Facility and **$13.0 million** in cash[277](index=277&type=chunk) - To fund acquisitions and strengthen the balance sheet, the company completed a **$224.7 million** common stock offering and issued **$500.0 million** in Senior Notes due 2031 during the first nine months of 2023[274](index=274&type=chunk) Capital Expenditures for Nine Months Ended Sep 30 (in millions) | Category | 2023 | 2022 | | :--- | :--- | :--- | | Drilling and Development | $484.3 | $270.4 | | Acquisition of Oil and Natural Gas Properties | $996.6 | $551.5 | | **Total** | **$1,483.6** | **$825.5** | [Quantitative and Qualitative Disclosures about Market Risk](index=53&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section discusses market risks from commodity prices and interest rates, detailing hedging strategies and interest rate sensitivity - The company uses derivative contracts, such as swaps and collars, to reduce exposure to commodity price volatility and achieve more predictable cash flow[300](index=300&type=chunk) - A **1% increase** in short-term interest rates on the company's floating-rate debt outstanding at September 30, 2023, would increase annual interest expense by an estimated **$3.8 million**[309](index=309&type=chunk) - Detailed tables are provided summarizing the company's open crude oil and natural gas derivative contracts by quarter through 2026, showing volumes and weighted-average prices for swaps and collars[303](index=303&type=chunk)[304](index=304&type=chunk)[306](index=306&type=chunk) [Controls and Procedures](index=56&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of disclosure controls and procedures with no material changes to internal controls during the quarter - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of September 30, 2023[312](index=312&type=chunk) - No material changes to the company's internal control over financial reporting occurred during the third quarter of 2023[313](index=313&type=chunk) [PART II – OTHER INFORMATION](index=57&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section addresses legal proceedings, risk factors, and equity security transactions, including the status of the stock repurchase program [Legal Proceedings & Risk Factors](index=57&type=section&id=Item%201.%20Legal%20Proceedings%20%26%20Item%201A.%20Risk%20Factors) This section discusses ongoing legal proceedings and confirms no material changes to previously disclosed risk factors - The company is subject to litigation from time to time in the ordinary course of business, but the outcomes are not expected to have a material impact on its financial position[315](index=315&type=chunk) - No material changes to the risk factors disclosed in the 2022 Form 10-K have occurred, except as described in the Q2 2023 Form 10-Q[316](index=316&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=57&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports no unregistered equity sales and details the status of the common stock repurchase program for Q3 2023 Issuer Purchases of Equity Securities (Q3 2023) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Approximate Dollar Value of Shares that May Yet be Purchased | | :--- | :--- | :--- | :--- | | July 2023 | — | — | $87.5 million | | August 2023 | — | — | $87.5 million | | September 2023 | — | — | $87.5 million | | **Total** | **—** | **—** | **$87.5 million** |

Financial Highlights - Q3 Free Cash Flow was $127.8 million[3] - Q3 Adjusted ROCE was 24.5%[3] - Q3 Adjusted EBITDA increased by 22% compared to Q2 2023[4, 11] - The company declared a Q4 dividend of $0.40, a 33% increase year-over-year[5] Operational Performance - Q3 net production per day increased by 12.6% compared to Q2 2023 and 29.3% year-over-year[5] - Q3 Production reached 102.3 Mboe/d, a 160 bps increase compared to Q2 2023[9] - The Drilling & Completions list grew nearly 34% compared to year-end 2022[13] Strategic Initiatives - The company completed the Novo acquisition for approximately $468 million[11] - Year-to-date, 24.9 net wells and 1,823 net acres were added through ground game deals[19] - Permian acreage has doubled year-to-date in 2023[21, 37]

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, 2023 ☐ 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 ...

Meaningful spread over WACC despite significant capital investment period 1.34X V. Appendix Heavy 1H-23 investment phase, FCF poised for acceleration in 2H-23 II. Operations & Investment Activity Updates III. Guidance IV. Value Proposition • Company to announce prospective changes to dividend on an annual basis Q2 Adj. EBITDA(1) Q2 Leverage(1) $315.5MM +16% vs Q2-22 Q2 dividend increased to $0.37, +95% vs. Q2-22, +9% vs. Q1-23 Q2 2023 Earnings Presentation | 2 Q2-23 Financial & Operating Highlights Q2 Free ...

Financial Data and Key Metrics Changes - The company's adjusted EBITDA for Q2 was $315.5 million, reflecting a 16% year-over-year increase, while cash flow from operations, excluding working capital, rose by 11% year-over-year [6][25]. - The average daily production reached 90,878 BOE per day, a 25% increase compared to Q2 2022 [24]. - Adjusted EPS was reported at $1.49 per share, with oil prices down 32% and natural gas prices down 69% year-over-year [6][25]. Business Line Data and Key Metrics Changes - The company added approximately 13.8 net wells to production in Q2, maintaining a similar pace to Q1 [17]. - The Williston Basin accounted for about two-thirds of the organic activity, driven by larger working interests [17]. - The company expects to close the Novo acquisition, which will add an additional 6.1 net wells to its in-process list [1][36]. Market Data and Key Metrics Changes - Oil realizations were better than expected, with Q2 differentials at $2.65 per barrel due to strong in-basin pricing [25]. - Natural gas realizations were at 137% of benchmark prices for Q2, although NGL prices weakened throughout the quarter [26]. - The company anticipates production guidance for 2023 to be in the range of 96,000 to 100,000 BOE per day, with Q3 expectations between 99,000 and 103,000 BOE per day [36]. Company Strategy and Development Direction - The company is focused on maximizing shareholder returns through capital allocation, with a recent 3% increase in its common stock dividend, marking the tenth consecutive increase [22]. - The investment cycle is shifting to a harvest mode, with a significant portion of capital spending front-loaded in the first half of the year [21]. - The company is actively pursuing M&A opportunities, having closed on 13 transactions that will facilitate the drilling of an additional 16.7 net wells through 2024 [33]. Management's Comments on Operating Environment and Future Outlook - Management remains conservative in estimates due to market volatility but expects benefits from higher commodity prices to materialize in 2024 [2]. - The company is optimistic about its asset quality and balance sheet position for the remainder of 2023 and into 2024 [12]. - Management highlighted the importance of maintaining capital efficiency and enhancing returns through strategic partnerships and operational adjustments [18]. Other Important Information - The company has tightened its expectations for oil cut to a range of 62% to 63% and reset TIL estimates for 2023 to 75 to 78 net wells [37]. - The firm transport program is expected to expire in 2025, which will impact future operational costs [26]. - The company has seen a 6% decrease in average well costs quarter-over-quarter, driven by longer laterals and reduced inflationary pressures [44]. Q&A Session Summary Question: What is the outlook for the M&A landscape? - Management indicated that while the large-scale M&A landscape appears less exciting currently, opportunities can change quickly, and they remain open to evaluating all options [54][55]. Question: How are operators in the Bakken and Permian responding to commodity prices? - Management noted that some operators in the Bakken have deferred completions due to commodity pricing, but overall activity remains steady in the Permian [49][50]. Question: What is the company's strategy regarding well costs and service providers? - Management clarified that while they cannot aggregate interests to negotiate better pricing with service providers, their credit profile can sometimes help operators secure better terms [86][94].

Financial Data and Key Metrics Changes - The company reported a record adjusted EBITDA of $325.5 million in Q1 2023, despite volatile commodity pricing [58] - Free cash flow for the first quarter was robust at $84 million, indicating strong financial health [58] - Average daily production reached 87,385 Boe per day, an 11% increase over Q4 2022, exceeding internal expectations [17][44] Business Line Data and Key Metrics Changes - The Williston basin accounted for approximately three-quarters of organic activity, with the closing of the Mascot joint development project adding 16.4 net wells to production [76] - The drilling and completing list finished Q1 with 59.3 net wells, up from 55.4 net wells at the start of the year [77] - Oil volumes increased by 12% sequentially over Q4, driven by better well performance across all basins [82] Market Data and Key Metrics Changes - The M&A landscape saw a slowdown in large asset packages, with the quality of offerings not particularly enticing [32] - The company is reviewing 14 opportunities across its basins, totaling over $6 billion, indicating a strong market presence [80] - Natural gas realizations were 142% of benchmark prices for Q1, significantly higher than guidance due to stabilization of NGL prices [106] Company Strategy and Development Direction - The company aims to provide the highest possible total return over the long term through a multi-pronged capital allocation strategy, including share repurchases and increasing dividends [73][75] - The focus remains on disciplined underwriting and targeting high-quality opportunities, avoiding growth for growth's sake [81] - The company is exploring partnerships and joint development agreements to enhance growth prospects [72] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to deliver growth opportunities despite a fragile overall market environment [36] - There are expectations for a material step-up in production and TIL cadence in the third quarter as new wells come online [120] - The company anticipates potential cost savings and stabilization in well costs as operators adjust to market conditions [84] Other Important Information - The company announced a 9% increase in its common stock dividend for Q2 2023, marking the ninth consecutive increase [48] - The company has retired $19.1 million of its 2028 notes and reduced its revolver balance by approximately $50 million post-acquisition [33] - The total addressable market for non-operated properties remains large, with the company invited to co-bid on several operated prospects [55] Q&A Session Summary Question: Can you discuss the production cadence and CapEx breakdown for the year? - Management provided insights on the expected production cadence, indicating a build-up throughout the year with a focus on maintaining a balanced CapEx strategy [28][107] Question: How do you see shareholder returns progressing into 2024? - Management indicated a combination of dividends and share buybacks will continue to be important, with a focus on risk-adjusted returns [18][19] Question: What are the expectations for the Mascot project? - Management expressed satisfaction with the Mascot project's performance, noting it has outperformed expectations by about 10% in current production [92][93] Question: Are you seeing more well proposals than in the past? - The company reported a record number of over 200 well proposals in Q1, indicating strong market activity despite varying working interests [95]

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, 2023 ☐ 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 ...

Part I [Business](index=9&type=section&id=Item%201.%20Business) Northern Oil and Gas, Inc. (NOG) is an independent energy company focused on non-operated oil and gas interests across key basins, driving growth through acquisitions and strategic hedging - The company's business strategy focuses on diversifying risk through non-operated participation, pursuing acquisitions, maintaining a strong balance sheet (targeting **1.0x Debt/Adjusted EBITDA**), systematic hedging (targeting **60%+ of next 18-month production**), and delivering stockholder returns through dividends and repurchases[72](index=72&type=chunk) - Acquisition activity was a significant driver of production growth, increasing from **64,155 Boe per day** in Q4 2021 to **78,854 Boe per day** in Q4 2022[67](index=67&type=chunk) - Operations are subject to extensive federal, state, and local regulations concerning environmental protection, including the Clean Air Act (CAA), Clean Water Act (CWA), and rules related to hydraulic fracturing and greenhouse gas (GHG) emissions[85](index=85&type=chunk)[94](index=94&type=chunk)[103](index=103&type=chunk) - As of December 31, 2022, the company had **33 full-time employees**[115](index=115&type=chunk) Asset Summary by Basin (as of December 31, 2022) | Basin | Net Acres | Productive Wells (Gross) | Productive Wells (Net) | Average Daily Production (Boe/day) | Proved Reserves (MBoe) | % Oil | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Williston Basin | 182,168 | 7,487 | 608.0 | 44,028 | 186,165 | 70% | | Permian Basin | 17,616 | 818 | 92.8 | 22,696 | 53,116 | 62% | | Appalachian Basin | 59,186 | 367 | 98.5 | 12,130 | 91,528 | —% | | **Total** | **258,970** | **8,672** | **799.3** | **78,854** | **330,809** | **49%** | [Risk Factors](index=19&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from volatile commodity prices, reliance on third-party operators, acquisition integration, substantial debt, and evolving environmental regulations - The most material risks are categorized as: Risks Related to Business and the Oil, Natural Gas and NGL Industry; Risks Related to Financing and Indebtedness; Risks Related to Legal, Regulatory and Environmental Matters; and Risks Related to Common Stock[126](index=126&type=chunk)[127](index=127&type=chunk) - Oil and natural gas price volatility is a primary risk, affecting revenues, cash flows, profitability, reserve values, and access to capital[128](index=128&type=chunk) - The company's non-operator model means its success is extensively dependent on the performance and decisions of third-party operators, creating risks related to operational control, timing of development, and operator solvency[146](index=146&type=chunk)[147](index=147&type=chunk)[148](index=148&type=chunk) - The company's debt agreements, including the Revolving Credit Facility and Senior Notes Indenture, contain restrictive covenants that limit its ability to pay dividends, incur more debt, and sell assets[182](index=182&type=chunk)[183](index=183&type=chunk) - Climate-related transition risks, including potential legislation, changing consumer demand, and negative investor sentiment towards the fossil fuel industry, could increase operating costs and reduce demand for the company's products[172](index=172&type=chunk)[174](index=174&type=chunk)[175](index=175&type=chunk) [Unresolved Staff Comments](index=39&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) No unresolved staff comments from the SEC are reported - None[234](index=234&type=chunk) [Properties](index=40&type=section&id=Item%202.%20Properties) Details oil and gas properties and reserves, showing **330.8 MMBoe** total proved reserves and a **$7.9 billion** pre-tax PV-10 value as of year-end 2022 - As of December 31, 2022, the company had approximately **258,970 net acres**, of which **227,887 (88%)** were developed[268](index=268&type=chunk)[269](index=269&type=chunk) Estimated Net Proved Reserves (MBoe) | Reserve Category | Dec 31, 2022 (MBoe) | % of Total | Dec 31, 2021 (MBoe) | | :--- | :--- | :--- | :--- | | Developed | 214,602 | 65% | 170,598 | | Undeveloped | 116,207 | 35% | 117,084 | | **Total Proved** | **330,809** | **100%** | **287,682** | Reconciliation of PV-10 to Standardized Measure (as of Dec 31, 2022) | Metric | Amount (in thousands) | | :--- | :--- | | Pre-Tax PV10% | $7,902,154 | | Future Income Taxes, Discounted at 10% | $(1,465,257) | | **Standardized Measure of Discounted Future Net Cash Flows** | **$6,436,897** | Change in Proved Undeveloped Reserves (PUDs) in 2022 | Category | MMBoe | | :--- | :--- | | PUDs at 12/31/2021 | 117.1 | | Converted to Proved Developed | (18.1) | | Added from Extensions and Discoveries | 18.5 | | Purchases of Minerals in Place | 12.7 | | Removed for 5-Year Rule | (14.3) | | Revisions | 0.3 | | **PUDs at 12/31/2022** | **116.2** | Production and Average Sales Prices | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Total Production (Boe) | 27,561,596 | 19,634,015 | | Average Daily Production (Boepd) | 75,511 | 53,792 | | Average Oil Sales Price (per Bbl) | $91.65 | $62.94 | | Average Gas & NGL Sales Price (per Mcf) | $7.43 | $4.57 | [Legal Proceedings](index=49&type=section&id=Item%203.%20Legal%20Proceedings) The company is subject to ordinary course litigation and regulatory proceedings, none of which are currently deemed materially adverse - The company is subject to litigation from time to time in the ordinary course of business[280](index=280&type=chunk) [Mine Safety Disclosures](index=49&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's operations - None[281](index=281&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=50&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) NOG common stock trades on NYSE, with an active dividend policy and a **$150 million** stock repurchase program initiated in May 2022 - The company's common stock trades on the New York Stock Exchange under the symbol "**NOG**"[284](index=284&type=chunk) - The company has an active dividend policy, with the most recent dividend declared on February 6, 2023, for **$0.34 per share**, payable on April 28, 2023[292](index=292&type=chunk) - In May 2022, the board of directors approved a stock repurchase program to acquire up to **$150 million** of outstanding common stock[297](index=297&type=chunk) Issuer Purchases of Equity Securities (Q4 2022) | Period | Total Shares Purchased | Average Price Paid Per Share | Value Remaining in Program | | :--- | :--- | :--- | :--- | | Oct 2022 | 1,006,373 | $29.81 | $98.5 million | | Nov 2022 | — | — | $98.5 million | | Dec 2022 | 96,805 | $31.01 | $95.5 million | | **Total Q4** | **1,103,178** | **$29.92** | **$95.5 million** | [RESERVED]](index=52&type=section&id=Item%206.%20%5BRESERVED%5D) This item is reserved [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=53&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses 2022 financial performance, highlighting **104%** sales growth, **134%** cash flow increase, liquidity, capital expenditures, and critical accounting estimates - The company's primary revenue is from the sale of oil, natural gas, and NGLs. It uses derivative instruments to hedge a substantial portion of production to achieve more predictable cash flows[302](index=302&type=chunk) - Principal costs include production expenses, production taxes, DD&A, G&A, and interest expense. The company uses the full cost method of accounting, capitalizing all costs associated with exploration and development[303](index=303&type=chunk)[304](index=304&type=chunk) - The weighted average gross AFE cost for wells the company participated in increased from **$6.9 million** in 2021 to **$8.0 million** in 2022, reflecting inflationary pressures[308](index=308&type=chunk) 2022 Financial and Operating Highlights | Metric | 2022 | % Change vs 2021 | | :--- | :--- | :--- | | Oil and Natural Gas Sales | $1,985.8 million | +104% | | Cash Flows from Operations | $928.4 million | +134% | | Proved Reserves (Year-End) | 330.8 MMBoe | +15% | [Results of Operations](index=57&type=section&id=Results%20of%20Operations%20for%202022%20and%202021) Oil and gas sales increased **104%** to **$1.99 billion** in 2022, driven by higher volumes and prices, despite significant derivative losses and increased expenses - The **104%** increase in oil and gas sales was driven by a **40%** increase in production volumes and a **45%** increase in realized prices (excluding derivatives)[318](index=318&type=chunk) - The company realized a loss on settled commodity derivatives of **$455.4 million** in 2022, compared to a **$165.8 million** loss in 2021, due to higher market prices relative to hedged prices[322](index=322&type=chunk) Selected Operating Data Comparison | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Total Production (Boe) | 27,561,596 | 19,634,015 | | Total Revenues (in thousands) | $1,570,535 | $496,899 | | Realized Price per Boe (incl. settled derivatives) | $55.53 | $41.21 | | Production Expenses (per Boe) | $9.46 | $8.70 | | DD&A (per Boe) | $9.12 | $7.17 | [Liquidity and Capital Resources](index=60&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity was **$683.5 million** at year-end 2022, with **$955 million** in acquisitions and **$500 million** in convertible notes, budgeting **$737-$778 million** for 2023 capex - As of December 31, 2022, the company had total liquidity of **$683.5 million**, comprising **$681.0 million** of availability under its Revolving Credit Facility and **$2.5 million** of cash[340](index=340&type=chunk) - The 2023 planned capital expenditure budget is approximately **$737 to $778 million**, excluding larger acquisitions[361](index=361&type=chunk) Cash Flow Summary (in thousands) | Cash Flow Category | 2022 | 2021 | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | $928,418 | $396,467 | | Net Cash Used for Investing Activities | $(1,402,777) | $(634,434) | | Net Cash Provided by Financing Activities | $467,367 | $246,059 | Capital Expenditures (in millions) | Category | 2022 | 2021 | | :--- | :--- | :--- | | Drilling and Development | $392.5 | $180.8 | | Acquisition of Oil and Natural Gas Properties | $958.8 | $410.4 | | **Total** | **$1,355.2** | **$593.2** | [Critical Accounting Estimates](index=64&type=section&id=Critical%20Accounting%20Estimates) Critical accounting estimates include proved oil and gas reserves and the full cost method, which requires subjective assumptions and quarterly impairment testing - The most significant accounting estimates are proved oil and natural gas reserves, future development costs, and the fair value of derivative instruments[369](index=369&type=chunk) - The company uses the full cost method of accounting, capitalizing all costs associated with acquiring, developing, and exploring for oil and gas reserves. These costs are depleted using the unit-of-production method[374](index=374&type=chunk)[375](index=375&type=chunk) - A quarterly ceiling test is performed to assess for impairment. No impairment was recorded in 2022 or 2021, but a **$1,066.7 million** impairment was recorded in 2020 due to lower commodity prices[376](index=376&type=chunk)[377](index=377&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=67&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages commodity price and interest rate risks through derivative contracts, with a **1%** rate increase impacting annual interest expense by **$2.2 million** - The company's main market risks are commodity price volatility and interest rate fluctuations[383](index=383&type=chunk)[391](index=391&type=chunk) - The company uses derivative contracts, including swaps and collars, to hedge a significant portion of its anticipated future oil and natural gas production to achieve more predictable cash flow[384](index=384&type=chunk)[385](index=385&type=chunk) - As of December 31, 2022, the company had open crude oil derivative contracts extending into 2025 and natural gas derivative contracts extending into 2024[386](index=386&type=chunk)[389](index=389&type=chunk) - A **1%** increase in short-term interest rates on the company's floating-rate debt outstanding at year-end 2022 would result in approximately **$2.2 million** in additional annual interest expense[392](index=392&type=chunk) [Financial Statements and Supplementary Data](index=68&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) Presents audited financial statements, independent auditor's report, and detailed notes on accounting policies, acquisitions, debt, and derivatives [Notes to Financial Statements](index=86&type=section&id=Notes%20to%20Financial%20Statements) Notes detail **$955 million** in 2022 acquisitions, **$1.6 billion** debt structure, mandatory preferred stock conversion, and derivative positions - In 2022, the company completed five significant bolt-on acquisitions (Veritas, Incline, Laredo, Alpha, Delaware) for total consideration exceeding **$955 million**[523](index=523&type=chunk) - In November 2022, the company exercised its right to force a mandatory conversion of all outstanding shares of its Series A Preferred Stock into common stock[583](index=583&type=chunk)[359](index=359&type=chunk) - The company maintains a full valuation allowance of **$156.3 million** against its deferred tax assets as of December 31, 2022, as it determined it was more likely than not that the benefits would not be realized[510](index=510&type=chunk)[616](index=616&type=chunk) Long-Term Debt Summary (as of Dec 31, 2022) | Debt Instrument | Principal Balance (in thousands) | | :--- | :--- | | Revolving Credit Facility | $319,000 | | Senior Notes | $724,235 | | Convertible Notes | $500,000 | | **Total** | **$1,543,235** | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=68&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) No changes in or disagreements with accountants on accounting and financial disclosure are reported - None[394](index=394&type=chunk) [Controls and Procedures](index=68&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management and independent auditors concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2022 - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2022[397](index=397&type=chunk) - Based on an assessment using the COSO framework, management concluded that the company's internal control over financial reporting was effective as of December 31, 2022[402](index=402&type=chunk) - The independent registered public accounting firm, Deloitte & Touche LLP, audited and provided an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2022[405](index=405&type=chunk) [Other Information](index=71&type=section&id=Item%209B.%20Other%20Information) No other information is reported - None[412](index=412&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=71&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This disclosure is not applicable - Not applicable[413](index=413&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=71&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2023 Proxy Statement - Information regarding directors, corporate governance, and delinquent Section 16(a) reports is incorporated by reference from the company's Proxy Statement[416](index=416&type=chunk) - The report lists the names, ages, and positions of the five executive officers: Nicholas O'Grady (CEO), Chad Allen (CFO), Adam Dirlam (President), Erik Romslo (CLO), and James Evans (EVP and Chief Engineer)[418](index=418&type=chunk) [Executive Compensation](index=72&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation information is incorporated by reference from the 2023 Proxy Statement - Information under the headings "Executive Compensation" and "Compensation Committee Report" in the Proxy Statement is incorporated by reference[424](index=424&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=72&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Details securities authorized under equity compensation plans and incorporates other security ownership information by reference Equity Compensation Plan Information (as of Dec 31, 2022) | Plan Category | Securities to be issued upon exercise | Securities remaining available for future issuance | | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 77,060 | 382,520 | | Equity compensation plans not approved by security holders | — | — | | **Total** | **77,060** | **382,520** | [Certain Relationships and Related Transactions, and Director Independence](index=73&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on related party transactions and director independence is incorporated by reference from the 2023 Proxy Statement - Information under the headings "Certain Relationships and Related Transactions" and "Corporate Governance" in the Proxy Statement is incorporated by reference[426](index=426&type=chunk) [Principal Accountant Fees and Services](index=73&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information on principal accountant fees and services is incorporated by reference from the 2023 Proxy Statement - Information under the headings "Registered Public Accountant Fees" and "Pre-Approval Policies and Procedures of Audit Committee" in the Proxy Statement is incorporated by reference[427](index=427&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=74&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) Lists all financial statements, schedules, and exhibits filed as part of the Form 10-K report - This item lists all financial statements, financial statement schedules, and exhibits filed with the Form 10-K[430](index=430&type=chunk) [Form 10-K Summary](index=77&type=section&id=Item%2016.%20Form%2010-K%20Summary) No Form 10-K summary is provided - None[436](index=436&type=chunk)

Q4 AND FULL-YEAR 2022 EARNINGS PRESENTATION 2 3 1) Free Cash Flow, Adjusted EBITDA, and ROCE may be considered non-GAAP financial measures. See Appendix for methodology and reconciliations. We calculate ROCE with past impairments added back to Total Assets. Net debt is total debt less cash and acquisition deposits. NYSE: NOG 4 | --- | --- | |------------------------------|------------------------------------------------------------------------| | | | | | ✓ ~$250 million of debt reduction, excluding corporat ...