SEC Form SC 13G/A filed by Northern Oil and Gas Inc. (Amendment)

2/9/24 9:28:31 AM ET

Oil & Gas Production

Energy

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SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.6 NORTHERN OIL AND GAS INC COMMON STOCK Cusip #665531307 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #665531307 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 10,484,775 Item 6: 0 Item 7: 10,630,809 Item 8: 0 Item 9: 10,630,809 Item 11: 10.485% Item 12: HC Cusip #665531307 Item 1: Reporting Person - Abigail P. Johnson Item 2: (a) [ ] (b) [ ] Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 10,630,809 Item 8: 0 Item 9: 10,630,809 Item 11: 10.485% Item 12: IN Item 1(a). Name of Issuer: NORTHERN OIL AND GAS INC Item 1(b). Address of Issuer's Principal Executive Offices: 4350 BAKER ROAD,, SUITE 400 MINNETONKA, MN 55343 US Item 2(a). Name of Person Filing: FMR LLC Item 2(b). Address or Principal Business Office or, if None, Residence: 245 Summer Street, Boston, Massachusetts 02210 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: COMMON STOCK Item 2(e). CUSIP Number: 665531307 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c) and the person filing, FMR LLC, is a parent holding company in accordance with Section 240.13d-1(b)(1)(ii)(G). (Note: See Exhibit A). Item 4. Ownership (a) Amount Beneficially Owned: 10,630,809 (b) Percent of Class: 10.485% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: Please see the responses to Items 5 and 6 on the cover page (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 10,630,809 (iv) shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the COMMON STOCK of NORTHERN OIL AND GAS INC. No one other person's interest in the COMMON STOCK of NORTHERN OIL AND GAS INC is more than five percent of the total outstanding COMMON STOCK. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit A. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 8, 2024 Date /s/ Stephanie J. Brown Signature Stephanie J. Brown Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries* * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003. Exhibit A Pursuant to the instructions in Item 7 of Schedule 13G, the following table lists the identity and Item 3 classification, if applicable, of each relevant entity that beneficially owns shares of the security class being reported on this Schedule 13G. Entity ITEM 3 Classification FIAM LLC IA Fidelity Institutional Asset Management Trust Company BK Fidelity Management & Research Company LLC * IA Fidelity Management Trust Company BK Strategic Advisers LLC IA * Entity beneficially owns 5% or greater of the outstanding shares of the security class being reported on this Schedule 13G. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. This filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies (collectively, the "FMR Reporters"). This filing does not reflect securities, if any, beneficially owned by certain other companies whose beneficial ownership of securities is disaggregated from that of the FMR Reporters in accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). RULE 13d-1(k)(1) AGREEMENT The undersigned persons, on February 8, 2024, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the COMMON STOCK of NORTHERN OIL AND GAS INC at December 29, 2023. FMR LLC By /s/ Stephanie J. Brown Stephanie J. Brown Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries* Abigail P. Johnson By /s/ Stephanie J. Brown Stephanie J. Brown Duly authorized under Power of Attorney effective as of January 26, 2023, by and on behalf of Abigail P. Johnson** * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003. ** This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 31, 2023, accession number: 0000315066-23-000038.

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SEC Form SC 13G/A filed by Northern Oil and Gas Inc. (Amendment)

2/9/24 9:28:31 AM ET

$NOG

Oil & Gas Production

Energy

Get the next $NOG alert in real time by email

Recent Analyst Ratings for

$NOG

Date	Price Target	Rating	Analyst
8/25/2025		Outperform	William Blair
8/18/2025	$27.00	Equal-Weight → Underweight	Morgan Stanley
2/21/2025		Overweight → Equal Weight	CapitalOne
12/16/2024	$47.00	Outperform → Neutral	Mizuho
11/20/2024	$43.00 → $45.00	Outperform → Sector Perform	RBC Capital Mkts
10/3/2024	$53.00	Buy	Jefferies
9/19/2024	$47.00	Outperform	Mizuho
1/5/2024	$39.00	Buy → Underperform	BofA Securities

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Insider Purchases

Director Easley Roy Ernest bought $600,770 worth of shares (25,000 units at $24.03), increasing direct ownership by 43% to 83,132 units (SEC Form 4)

CEO O'Grady Nicholas L. bought $27,480 worth of shares (1,000 units at $27.48), increasing direct ownership by 0.44% to 226,189 units (SEC Form 4)

Director Lasher Stuart G. bought $552,400 worth of shares (20,000 units at $27.62) (SEC Form 4)

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Press Releases

NOG Announces Fourth Quarter and Full Year 2025 Results; Provides Detailed 2026 Guidance

NOG Declares $0.45 Quarterly Cash Dividend, Announces 2026 Management Dividend Recommendations

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SEC Filings

Northern Oil and Gas Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

SEC Form SCHEDULE 13G filed by Northern Oil and Gas Inc.

Northern Oil and Gas Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

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Insider Trading

President Dirlam Adam A. was granted 11,642 shares and covered exercise/tax liability with 5,814 shares, increasing direct ownership by 6% to 98,738 units (SEC Form 4)

CFO Allen Chad W was granted 6,179 shares and covered exercise/tax liability with 3,213 shares, increasing direct ownership by 4% to 76,129 units (SEC Form 4)

Chief Technical Officer Evans James B. was granted 5,073 shares and covered exercise/tax liability with 2,685 shares, increasing direct ownership by 3% to 71,807 units (SEC Form 4)

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Analyst Ratings

William Blair initiated coverage on Northern Oil & Gas

Northern Oil & Gas downgraded by Morgan Stanley with a new price target

Northern Oil & Gas downgraded by CapitalOne

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Large Ownership Changes

SEC Form SC 13G filed by Northern Oil and Gas Inc.