Northern Oil and Gas Inc. filed SEC Form 8-K: Regulation FD Disclosure
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| Item 7.01. | Regulation FD Disclosure. |
On September 22, 2025, Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), issued a press release announcing that the Company commenced a tender offer for any and all of its outstanding 8.125% senior notes due 2028 (the “2028 Notes”). A copy of the related press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. Neither this Current Report on Form 8-K nor the press release constitutes an offer to purchase, or the solicitation of an offer to sell, the 2028 Notes.
The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission, whether or not filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such document.
| Item 8.01. | Other Events. |
On September 22, 2025, the Company issued a press release announcing that, subject to market and other conditions, the Company intends to offer for sale $725 million in aggregate principal amount of new senior notes due 2033 (the “New Notes”) in a private offering to eligible purchasers that is exempt from registration under the Securities Act.
A copy of the press release is attached as Exhibit 99.2 to this report and incorporated herein by reference. Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, the New Notes.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit Number | Description | |
| 99.1 | Press release of Northern Oil and Gas, Inc., dated September 22, 2025 | |
| 99.2 | Press release of Northern Oil and Gas, Inc., dated September 22, 2025 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 22, 2025 | NORTHERN OIL AND GAS, INC. | |||||
| By | /s/ Erik J. Romslo | |||||
| Erik J. Romslo | ||||||
| Chief Legal Officer and Secretary | ||||||