Northern Oil and Gas Inc. filed SEC Form 8-K: Regulation FD Disclosure
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| Item 1.01 | Entry Into a Material Definitive Agreement. |
Upstream Purchase Agreement
On December 5, 2025, Northern Oil and Gas, Inc. (“Northern” or the “Company”) and Infinity Natural Resources, LLC (“INR Holdings” and, together with Northern, the “Upstream Buyers”) entered into a purchase and sale agreement (the “Upstream Purchase Agreement”) with Antero Resources Corporation, a Delaware corporation, Antero Minerals LLC, a Delaware limited liability company, and Monroe Pipeline LLC, a Delaware limited liability company (collectively, the “Upstream Sellers”), pursuant to which the Upstream Buyers agreed to jointly purchase from the Upstream Sellers certain rights, title and interests in upstream oil and gas properties, rights and related assets located in the State of Ohio (the “Upstream Assets”). INR Holdings will acquire an undivided 51% interest, and Northern will acquire an undivided 49% interest, in the Upstream Assets.
As consideration for the transfer of the Upstream Assets and the transactions contemplated by the Upstream Purchase Agreement (collectively, the “Upstream Acquisition”), the purchase price shall be $800 million payable in cash (the “Upstream Purchase Price”), as adjusted in accordance with the Upstream Purchase Agreement, and the Upstream Buyers will assume certain liabilities related to the Upstream Assets as set forth in the Upstream Purchase Agreement. INR Holdings’ share of the purchase price for the Upstream Assets is $408 million, and Northern’s share of the purchase price for Upstream Assets is $392 million. INR Holdings will operate the Upstream Assets.
Midstream Purchase Agreement
On December 5, 2025, Northern and INR Holdings (collectively, the “Midstream Buyers”) also entered into a purchase and sale agreement (the “Midstream Purchase Agreement” and, together with the Upstream Purchase Agreement, the “Purchase Agreements”) with Antero Midstream LLC, a Delaware limited liability company, Antero Water LLC, a Delaware limited liability company, and Antero Treatment LLC, a Delaware limited liability company (collectively, the “Midstream Sellers” and, together with the Upstream Sellers, the “Sellers”), pursuant to which the Midstream Buyers agreed to jointly purchase from the Midstream Sellers certain gathering, compression and transportation systems, water facilities and systems, equipment and related assets located in the counties of Belmont, Guernsey, Monroe, Noble and Washington, Ohio (the “Midstream Assets” and, together with the Upstream Assets, the “Assets”). INR Holdings will acquire an undivided 51% interest, and Northern will acquire an undivided 49% interest, in the Midstream Assets.
As consideration for the transfer of the Midstream Assets and the transactions contemplated by the Midstream Purchase Agreement (collectively, the “Midstream Acquisition” and, together with the Upstream Acquisition, the “Acquisitions”), the purchase price shall be $400 million payable in cash (the “Midstream Purchase Price” and, together with the Upstream Purchase Price, the “Purchase Price”), as adjusted in accordance with the Midstream Purchase Agreement, and the Midstream Buyers will assume certain liabilities related to the Midstream Assets as set forth in the Midstream Purchase Agreement. INR Holdings’ share of the purchase price for the Midstream Assets is $204 million, and Northern’s share of the purchase price for the Midstream Assets is $196 million. INR Holdings will operate the Midstream Assets.
The obligations of the parties to complete the Acquisitions are subject to the satisfaction or waiver of customary closing conditions set forth in the Purchase Agreements, including closing under such other Purchase Agreement. In connection with and upon execution of the applicable Purchase Agreement, INR Holdings and Northern collectively deposited with an escrow agent a wire of funds equal to 10% of the unadjusted applicable Purchase Price, to ensure INR Holdings’, Northern’s and the Sellers’ performance of their respective obligations thereunder and therein, pursuant to an escrow agreement among INR Holdings, Northern, the Sellers and the escrow agent, as applicable.
The Purchase Agreements have been included with this Current Report on Form 8-K (this “Current Report”) to provide investors and security holders with information regarding the terms of the transactions contemplated therein. They are not intended to provide any other factual information about Northern, the Sellers or the Assets. The representations, warranties, covenants and agreements contained in the Purchase Agreements, which are made only for purposes of the respective Purchase Agreement and as of specific dates, are solely for the benefit of the parties to the respective Purchase Agreement, may be subject to limitations agreed upon by the parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the
respective Purchase Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and security holders. Northern’s security holders should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or the Assets. Moreover, information concerning the subject matter of the representations and warranties may change after the date of each Purchase Agreement, which subsequent information may or may not be fully reflected in the Northern’s public disclosures.
The foregoing descriptions of the Upstream Purchase Agreement and Midstream Purchase Agreement and the transactions contemplated thereby are not complete and are qualified in their entirety by reference to the full text of each of the Upstream Purchase Agreement and Midstream Purchase Agreement, copies of which are filed herewith as Exhibit 2.1 and Exhibit 2.2, respectively, and are incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On December 8, 2025, Northern issued a press release and posted an investor presentation on its website regarding the Acquisitions. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information furnished in this Current Report pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| * | Certain of the schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the U.S. Securities and Exchange Commission upon request. Certain personally identifiable information has also been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
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.
| NORTHERN OIL AND GAS, INC. | ||||||
| By: | /s/ Erik J. Romslo | |||||
| Erik J. Romslo | ||||||
| Chief Legal Officer and Secretary | ||||||
| Dated: December 8, 2025 | ||||||