FOURTH QUARTER HIGHLIGHTS

• Production of 140,064 Boe per day (53% oil), a 6% increase from the fourth quarter of the prior year
• Record natural gas production of 392,163 Mcf per day, a 24% increase from the fourth quarter of the prior year
• GAAP cash flow from operations of $312.6 million. Excluding changes in net working capital, cash flow from operations was $316.6 million
• Capital expenditures of $270.2 million, excluding previously-announced non-budgeted acquisitions and other items
• Free Cash Flow (non-GAAP) was $43.2 million in the fourth quarter. See “Non-GAAP Financial Measures” below
• Declared $0.45 per share common dividend for the first quarter of 2026
• Repurchased 326,301 shares of common stock at an average price of $21.47 per share

SUBSEQUENT EVENTS

• In February 2026, closed Joint Utica Acquisition for $464.6 million cash closing payment, which reflects preliminary purchase price adjustments and is subject to post-closing settlements with the seller
• In February 2026, expanded availability under revolving credit facility by $200.0 million, with borrowing base increased to $1.975 billion and elected commitment amount increased to $1.8 billion
• In February 2026, the Company gave notice to the holders of its Senior Notes due 2028 that it would redeem all remaining outstanding notes on March 4, 2026

MINNEAPOLIS--(BUSINESS WIRE)--Feb. 25, 2026-- Northern Oil and Gas, Inc. (NYSE: NOG) (“NOG”) today announced the company’s fourth quarter and full year 2025 results and provided 2026 guidance.

MANAGEMENT COMMENTS

“Despite a challenging commodity price environment, NOG delivered growth in Adjusted EBITDA and production while further strengthening our balance sheet,” said Nick O’Grady, Chief Executive Officer. “Production increased 9% year over year, supported by increased investment in our natural gas portfolio and continued disciplined capital allocation. We expanded our asset base through approximately $340.0 million of value‑accretive acquisitions, including a record level of Ground Game activity in 2025, and our recently closed marquee Joint Ohio Utica transaction will add substantial scale to our Appalachian position. In tandem with a rigorous business development focus, we also strengthened our balance sheet by extending maturities and enhancing our liquidity.”

“While we expect commodity price volatility to persist, our 2026 capital plan is designed to perform across a range of market conditions,” continued O’Grady. “Our diversified asset base provides meaningful upside exposure to changes in operator activity, while also ensuring that NOG is positioned to generate value in either a lower‑price or recovery scenario.”

FINANCIAL RESULTS

Oil and natural gas sales for the fourth quarter were $447.7 million, as compared to $545.5 million for the prior year period; the year over year decline in sales reflects weaker oil pricing despite a 6% increase in aggregate production. Fourth quarter GAAP net loss was $70.7 million or $0.73 per diluted share. Fourth quarter Adjusted Net Income was $82.0 million or $0.83 per adjusted diluted share. Adjusted EBITDA in the fourth quarter was $366.5 million.

Oil and natural gas sales for full year 2025 were $2.1 billion. Full year 2025 GAAP net income was $38.8 million or $0.39 per diluted share. Full year 2025 Adjusted Net Income was $453.4 million or $4.57 per adjusted diluted share. Full year 2025 Adjusted EBITDA was $1.6 billion, an increase of 1% over the prior year. (See “Non-GAAP Financial Measures” below.)

PRODUCTION

Fourth quarter production was 140,064 Boe per day, a 6% increase from the prior year period. Oil production was 74,703 Bbl per day, a 3% sequential increase over the third quarter, and represented 53.3% of total production in the fourth quarter. Gas production set a record for the third consecutive quarter with an average 392,163 Mcf per day, up 11% compared to the third quarter and up 24% compared to the fourth quarter of 2024.

NOG had 24.2 net wells turned in line during the fourth quarter, compared to 16.5 net wells turned in line in the third quarter of 2025. NOG’s fourth quarter marked the highest number of net wells turned in line for the year even with approximately 3 net wells being subject to deferrals due to price sensitivity or weather. Full year 2025 production was 135,045 Boe per day, a 9% increase from the prior year.

PRICING

During the fourth quarter, NYMEX West Texas Intermediate (“WTI”) crude oil averaged $59.14 per Bbl, and NYMEX natural gas at Henry Hub averaged $4.04 per Mcf. NOG’s unhedged net realized oil price in the fourth quarter was $54.09 per Bbl, representing a $5.05 differential to WTI prices (as adjusted). NOG’s fourth quarter unhedged net realized gas price was $2.35 per Mcf, representing approximately 58% realizations compared with Henry Hub pricing. In the fourth quarter, crude oil differentials widened from the third quarter of 2025 due to constrained takeaway capacity in the Williston, partially offset by improvement in the Permian. Natural gas realizations in the fourth quarter were lower than prior periods, driven primarily by lower absolute NGL prices, a lower NGL to natural gas ratio and extremely low pricing for Waha natural gas.

For full year 2025, NOG’s realized oil price differential was $5.53 per Bbl (as adjusted) as compared to $3.88 per Bbl in 2024, reflecting higher year-over-year differentials in the Williston and Permian and a full year of impact from the Uinta Basin, which carries a higher differential to WTI. NOG’s full year unhedged net realized gas price was $2.87 per Mcf, representing approximately 79% realizations compared with Henry Hub pricing versus 93% realizations in 2024. The difference in gas realizations was primarily due to lower NGL prices, a lower NGL to natural gas ratio and persistent weakness at the Waha Hub reflecting infrastructure bottlenecks in the wake of record-high associated gas production.

OPERATING COSTS

Lease operating costs were $119.9 million in the fourth quarter of 2025, or $9.30 per Boe, a 5% decrease on a per unit basis compared to the third quarter and a 3% improvement over the fourth quarter of 2024.

Fourth quarter general and administrative (“G&A”) costs totaled $17.1 million, which includes non-cash stock-based compensation. Cash G&A costs totaled $13.0 million or $1.01 per Boe in the fourth quarter. Excluding approximately $1.4 million of transaction costs, remaining cash G&A was $11.7 million, or $0.91 per Boe.

CAPITAL EXPENDITURES AND ACQUISITIONS

Capital spending for the fourth quarter, excluding non-budgeted acquisitions and other items, was $270.2 million. This was comprised of $192.5 million of organic drilling and completion (“D&C”) capital and $77.7 million of total acquisition spending, inclusive of ground game D&C spending. NOG had 24.2 net wells turned in line in the fourth quarter. Wells in process totaled 45.6 net wells as of December 31, 2025. Total 2025 capital expenditures, excluding non-budgeted acquisitions were $1.0 billion, reflecting $173.5 million in elective ground game opportunities executed.

LIQUIDITY, CAPITAL RESOURCES AND RECENT ACQUISITIONS

As of December 31, 2025, NOG had $14.3 million in cash, $58.8 million of restricted cash and $478.0 million of borrowings outstanding on its revolving credit facility. NOG had total liquidity of $1.1 billion as of December 31, 2025, consisting of cash and committed borrowing availability under the revolving credit facility.

In October 2025, NOG issued $725.0 million of 7.875% Senior Notes due 2033 in a significantly oversubscribed offering. Proceeds from the offering were used to fund the repurchase of approximately 97.14%, or $684.9 million, of NOG’s 8.125% Senior Notes due 2028. The issuance of the 2033 Senior Notes and concurrent tender offer for the 2028 Senior Notes at the time of issuance extended the Company’s weighted average debt maturity from 3.3 years to 5.4 years.

In November 2025, the Company entered into an amended and restated revolving credit facility. The size of the revolving credit facility was unchanged, with the borrowing base at $1.8 billion and an elected commitment amount of $1.6 billion. The maturity date was extended from June 2027 to November 2030, further enhancing NOG’s weighted average debt maturity to 5.4 years. In addition, the cost of borrowing on the facility was substantially improved with a reduction of 60 basis points.

In February 2026, the Company further amended its revolving credit facility reflecting the addition of its Joint Utica Acquisition to its asset base. The Company’s borrowing base was increased from $1.8 billion to $1.975 billion and the elected commitment amount was increased from $1.6 billion to $1.8 billion. All other terms and conditions remain substantially unchanged.

In February 2026, the Company gave notice to the holders of the Senior Notes due 2028 (the “Notice of Full Redemption”) that it elected to redeem all of the outstanding Senior Notes due 2028, in accordance with the terms of the 2028 Notes Indenture. Pursuant to the Notice of Full Redemption, the Redemption Date is March 4, 2026, and the Redemption Price is 100%. As of December 31, 2025, there were $20.2 million of the 2028 Senior Notes outstanding.

In February 2026, the Company closed on its previously announced joint acquisition of interests in the Ohio Utica Shale Upstream and Midstream Assets from Antero Resources Corporation and Antero Midstream Corporation. As previously announced, NOG acquired a 40% stake with Infinity Natural Resources acquiring 60%. The closing payment by NOG was $464.6 million in cash, which includes a $58.8 million deposit paid at signing in December 2025. The closing payment is net of preliminary and customary purchase price adjustments and remains subject to post-closing settlements with the sellers. NOG funded the acquisition with cash on hand, operating free cash flow and borrowings from NOG’s revolving credit facility.

OTHER MATTERS

NOG accounts for its assets under the Full Cost method, as opposed to the Successful Efforts method, which does not perform historical price-based asset tests. Driven by lower average oil prices, the Company recorded a non-cash impairment charge of $268.5 million in the fourth quarter of 2025 under the “ceiling test” of its full cost pool of oil and gas assets. This non-cash charge will have no impact on cash flows of the Company.

SHAREHOLDER RETURNS

In January 2026, the Company paid a cash dividend of $0.45 per share to NOG’s stockholders of record as of December 30, 2025.

In February 2026, the Company declared a cash dividend of $0.45 per share to NOG’s stockholders of record as of March 30, 2026, which is payable on April 30, 2026.

In the fourth quarter of 2025, NOG repurchased 326,301 shares of its common stock at a weighted average price of $21.47 per share, inclusive of commissions. In total during 2025, the Company repurchased a total of 1,948,996 shares at a weighted average price of $29.25, inclusive of commissions.

For the year ended December 31, 2025, the Company returned over $230.4 million to shareholders in the form of dividends of $173.4 million and common stock repurchases of $57.0 million.

2026 ANNUAL GUIDANCE

Given the volatile pricing outlook, particularly for oil, NOG is providing guidance reflecting a low price/low activity scenario and a high price/high activity scenario for production, Wells Turned-in-Line (TIL) and capital expenditures. For additional information and assumptions related to company guidance please refer the company’s earnings presentation which can be found on the company’s website at www.noginc.com.

PROVED RESERVES AS OF DECEMBER 31, 2025

Total proved reserves at December 31, 2025, increased 1% from year-end 2024 to 384,068 million barrels of oil equivalent (74% proved developed) with an associated pre-tax PV-10 value of $4.5 billion (80% proved developed) at SEC Pricing. The reserves are calculated under SEC guidelines relating to both commodity price assumptions and a maximum five year drill schedule. See “Non-GAAP Financial Measures” below regarding PV-10 value.

FOURTH QUARTER 2025 RESULTS

The following table sets forth selected operating and financial data for the periods indicated.

FULL YEAR 2025 RESULTS

The following table sets forth selected operating and financial data for the periods indicated.

HEDGING

NOG hedges portions of its expected production volumes to increase the predictability of its cash flow and to help maintain a strong financial position. The following table summarizes NOG’s open crude oil commodity derivative swap contracts scheduled to settle after December 31, 2025.

The following table summarizes NOG’s open natural gas commodity derivative swap contracts scheduled to settle after December 31, 2025.

The following table summarizes NOG’s open NGL commodity derivative swap contracts scheduled to settle after December 31, 2025.

The following table presents NOG’s settlements on commodity derivative instruments and unsettled gains and losses on open commodity derivative instruments for the periods presented, which is included in the revenue section of NOG’s statement of operations:

CAPITAL EXPENDITURES & DRILLING ACTIVITY

Capitalized costs reflect ongoing development activities and are primarily influenced by the number of net wells-in-process additions and net well turn-in-lines during the reporting period. Additionally, capital can be incurred via workover activity for enhancement of existing producing wells.

FOURTH QUARTER 2025 EARNINGS RELEASE CONFERENCE CALL

In conjunction with NOG’s release of its financial and operating results, investors, analysts and other interested parties are invited to listen to a conference call with management on Thursday, February 26, 2026 at 8:00 a.m. Central Time.

Those wishing to listen to the conference call may do so via the company’s website, www.noginc.com, or by phone as follows:

Webcast: https://events.q4inc.com/attendee/457076072
Dial-In Number: (800) 715-9871 (US/Canada) and (646) 307-3411 (International)
Conference ID: 4503139 - Fourth Quarter and Year-End 2025 Earnings Conference Call
Replay Dial-In Number: (800) 770-2030 (US/Canada) and (647) 362-9199 (International)
Replay Access Code: 4503139 - Replay will be available through February 25, 2027

ABOUT NORTHERN OIL AND GAS

NOG is a real asset company with a primary strategy of acquiring and investing in non-operated minority working and mineral interests in the premier hydrocarbon producing basins within the contiguous United States. More information about NOG can be found at www.noginc.com.

SAFE HARBOR

This press release 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 release regarding NOG’s financial position, operating and financial performance, business strategy, dividend plans and practices, plans and objectives of management for future operations, industry conditions, and indebtedness covenant compliance are forward-looking statements. When used in this release, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “continue,” “anticipate,” “target,” “could,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating or making assumptions about actual or potential future production and sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond NOG’s control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: changes in crude oil and natural gas prices, the pace of drilling and completions activity on NOG’s current properties and properties pending acquisition, infrastructure constraints and related factors affecting NOG’s properties; cost inflation or supply chain disruptions, ongoing legal disputes over and potential shutdown of the Dakota Access Pipeline; NOG’s ability to acquire additional development opportunities, potential or pending acquisition transactions, the projected capital efficiency savings and other operating efficiencies and synergies resulting from NOG’s acquisition transactions, integration and benefits of property acquisitions, or the effects of such acquisitions on NOG’s cash position and levels of indebtedness; changes in NOG’s reserves estimates or the value thereof, disruption to NOG’s business due to acquisitions and other significant transactions; general economic or industry conditions, nationally and/or in the communities in which NOG conducts business; changes in the interest rate environment, legislation or regulatory requirements; conditions of the securities markets; risks associated with NOG’s Convertible Notes, including the potential impact that the Convertible Notes may have NOG’s financial position and liquidity, potential dilution, and that provisions of the Convertible Notes could delay or prevent a beneficial takeover of NOG; the potential impact of the capped call transaction undertaken in tandem with the Convertible Notes issuance, including counterparty risk; increasing attention to environmental, social and governance matters; NOG’s ability to consummate any pending acquisition transactions; other risks and uncertainties related to the closing of pending acquisition transactions; NOG’s ability to raise or access capital; cyber-incidents could have a material adverse effect NOG’s business, financial condition or results of operations; changes in accounting principles, policies or guidelines; events beyond NOG’s control, including a global or domestic health crisis, acts of terrorism, political or economic instability or armed conflict in oil and gas producing regions; and other economic, competitive, governmental, regulatory and technical factors affecting NOG’s operations, products and prices. Additional information concerning potential factors that could affect future results is included in the section entitled “Item 1A. Risk Factors” and other sections of NOG’s more recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as updated from time to time in amendments and subsequent reports filed with the SEC, which describe factors that could cause NOG’s actual results to differ from those set forth in the forward-looking statements.

NOG has based these forward-looking statements on its current expectations and assumptions about future events. While management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond NOG’s control. NOG does not undertake any duty to update or revise any forward-looking statements, except as may be required by the federal securities laws.

Non-GAAP Financial Measures

Adjusted Net Income, Adjusted EBITDA and Free Cash Flow are non-GAAP measures. Net income (loss) is the most directly comparable GAAP measure for both Adjusted Net Income and Adjusted EBITDA. Cash flows from operations is the most directly comparable GAAP measure for Free Cash Flow. NOG defines Adjusted Net Income (Loss) as net income (loss) excluding (i) (gain) loss on unsettled commodity derivatives, net of tax, (ii) (gain) loss on the extinguishment of debt, net of tax, (iii) (gain) loss on unsettled interest rate derivatives, net of tax, (iv) contingent consideration (gain) loss, net of tax, and (v) acquisition transaction costs, net of tax. NOG defines Adjusted EBITDA as net income (loss) before (i) interest expense, (ii) income taxes, (iii) depreciation, depletion, amortization, and accretion, (iv) non-cash stock based compensation expense, (v) (gain) loss on the extinguishment of debt, (vi) contingent consideration (gain) loss, (vii) acquisition transaction expense, (viii) (gain) loss on unsettled interest rate derivatives, (ix) (gain) loss on unsettled commodity derivatives, and (x) other non-cash adjustments. NOG defines Free Cash Flow as cash flows from operations before changes in working capital and other items, less (i) capital expenditures, excluding non-budgeted acquisitions and (ii) preferred stock dividends. A reconciliation of each of these measures to the most directly comparable GAAP measure is included below.

A reconciliation of each of these measures to the most directly comparable GAAP measure is included below. Management believes the use of these non-GAAP financial measures provides useful information to investors to gain an overall understanding of current financial performance. Specifically, management believes the non-GAAP financial measures included herein provide useful information to both management and investors by excluding certain items that management believes are not indicative of NOG’s core operating results. In addition, these non-GAAP financial measures are used by management for budgeting and forecasting as well as subsequently measuring NOG’s performance, and management believes it is providing investors with financial measures that most closely align to its internal measurement processes.

Pre-tax PV10%, or PV-10, may be considered a non-GAAP financial measure as defined by the SEC and is derived from the standardized measure of discounted future net cash flows, which is the most directly comparable GAAP measure for proved reserves calculated using SEC pricing. PV-10 is a computation of the Standardized Measure of discounted future net cash flows on a pre-tax basis. PV-10 is equal to the Standardized Measure of discounted future net cash flows at the applicable date, before deducting future income taxes, discounted at 10 percent. Management believes that the presentation of PV-10 is relevant and useful to investors because it presents the discounted future net cash flows attributable to NOG’s estimated net proved reserves prior to taking into account future corporate income taxes, and it is a useful measure for evaluating the relative monetary significance of NOG’s oil and natural gas properties. Further, investors may utilize the measure as a basis for comparison of the relative size and value of NOG’s reserves to other companies. Management uses this measure when assessing the potential return on investment related to NOG’s oil and natural gas properties. PV-10, however, is not a substitute for the Standardized Measure of discounted future net cash flows. A reconciliation of PV-10 to the Standardized Measure is included below.

Reconciliation of Adjusted Net Income

Reconciliation of Adjusted EBITDA

Reconciliation of Free Cash Flow

Reconciliation of PV-10

The following table reconciles the pre-tax PV10% value of our SEC Pricing Proved Reserves as of December 31, 2025 to the Standardized Measure of discounted future net cash flows.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260225597416/en/

Evelyn Infurna
Vice President of Investor Relations
952-476-9800
ir@northernoil.com

Source: Northern Oil and Gas, Inc.