NORTHERN OIL & GAS, INC.

December 31, 2025 · December 31, 2024

Proved Reserves(MBoe)(1) · % ofTotal · Proved Reserves(MBoe)(2) · % ofTotal

SEC Proved Reserves:

Developed · 282,789 · 74 · 278,151 · 73

Undeveloped · 101,279 · 26 · 100,333 · 27

Total Proved Properties · 384,068 · 100 · 378,484 · 100

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(1)The table above values oil and natural gas reserve quantities as of December 31, 2025, assuming constant realized prices of $59.72 per barrel of oil and $3.18 per Mcf of natural gas. Under SEC guidelines, these prices represent the average prices per barrel of oil and per Mcf of natural gas at the beginning of each month in the 12-month period prior to the end of the reporting period, after adjustment to reflect applicable transportation and quality differentials.

(2)The table above values oil and natural gas reserve quantities as of December 31, 2024, assuming constant realized prices of $70.60 per barrel of oil and $2.02 per Mcf of natural gas. Under SEC guidelines, these prices represent the average prices per barrel of oil and per Mcf of natural gas at the beginning of each month in the 12-month period prior to the end of the reporting period, after adjustment to reflect applicable transportation and quality differentials.

Estimated net proved reserves at December 31, 2025 were 384,068 MBoe, a 1% increase from estimated net proved reserves of 378,484 MBoe at December 31, 2024. The increase was primarily due to the impact of our 2025 acquisitions, as well as organic drilling activities in 2025. As of December 31, 2025 and 2024, we had 140.8 and 146.4 net proved undeveloped wells, respectively, included in our reserves.

The following table sets forth summary information by reserve category with respect to estimated proved reserves at December 31, 2025:

SEC Pricing Proved Reserves(1)

Reserve Volumes · PV-10(3)

Reserve Category · Oil(MBbls) · Natural Gas(MMcf) · Total(MBoe)(2) · Amount(In thousands)

PDP Properties · 123,102 · 899,512 · 273,021 · 71 · 3,498,946 · 77

PDNP Properties · 3,952 · 34,892 · 9,768 · 3 · 140,004 · 3

PUD Properties · 57,807 · 260,833 · 101,279 · 26 · 891,706 · 20

Total · 184,861 · 1,195,237 · 384,068 · 100 · 4,530,656 · 100

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(1)The SEC Pricing Proved Reserves table above values oil and natural gas reserve quantities and related discounted future net cash flows as of December 31, 2025, based on average prices of $65.34 per barrel of oil and $3.39 per MMbtu of natural gas. Under SEC guidelines, these prices represent the average prices per barrel of oil and per MMbtu of natural gas at the beginning of each month in the 12-month period prior to the end of the reporting period. The average resulting price used as of December 31, 2025, after adjustment to reflect applicable transportation and quality differentials, was $59.72 per barrel of oil and $3.18 per Mcf of natural gas.

(2)Boe are computed based on a conversion ratio of one Boe for each barrel of oil and one Boe for every 6,000 cubic feet (i.e., 6 Mcf) of natural gas.

(3)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. See “Reconciliation of PV-10 to Standardized Measure” below.

The table above assumes prices and costs discounted using an annual discount rate of 10% without future escalation, without giving effect to non-property related expenses such as general and administrative expenses, debt service and depreciation, depletion and amortization, or federal income taxes. The information in the table above does not give any effect to or reflect our commodity derivatives.

Reconciliation of PV-10 to Standardized Measure

PV-10 is derived from the Standardized Measure of discounted future net cash flows, which is the most directly comparable GAAP financial 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. We believe that the presentation of PV-10 is relevant and useful to investors because it presents the discounted future net cash flows attributable to our 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 our oil and natural gas properties. Further, investors may utilize the measure as a basis for comparison of the relative size and value of our reserves to other companies. Moreover, GAAP does not provide a measure of estimated future net cash flows for reserves other than proved reserves or for reserves calculated using prices other than SEC prices. We use this measure when assessing the potential return on investment related to our oil and natural gas properties. PV-10, however, is not a substitute for the Standardized Measure of discounted future net cash flows. Our PV-10 measure and the Standardized Measure of discounted future net cash flows do not purport to represent the fair value of our oil and natural gas reserves.

• The inability of one or more of our operating partners to meet their obligations to us may adversely affect our financial results.
• Inflationary pressure and associated changes in monetary policy have resulted in and may result in additional increases to the cost of our goods, services and personnel, which in turn cause our capital expenditures and operating costs to rise.
• We could experience periods of higher costs as activity levels fluctuate or if commodity prices rise. These increases could reduce our profitability, cash flow, and ability to complete development activities as planned.
• We depend on computer and telecommunications systems, and failures in our systems or cybersecurity attacks could significantly disrupt our business operations.
• The development of our proved undeveloped reserves may take longer and may require higher levels of capital expenditures than we currently anticipate. Therefore, our undeveloped reserves may not be ultimately developed or produced.
• Our acquisition strategy will subject us to certain risks associated with the inherent uncertainty in evaluating properties for which we have limited information.
• We may be unable to successfully integrate recently acquired assets or any assets we may acquire in the future into our business or achieve the anticipated benefits of such acquisitions.
• Our future results will suffer if we do not effectively manage our expanded operations.
• The loss of any member of our management team, upon whose knowledge, relationships with industry participants, leadership and technical expertise we rely could diminish our ability to conduct our operations and harm our ability to execute our business plan.
• Our ability to operate our business effectively could be impaired if we fail to attract and retain key personnel, which could have a material adverse effect on our business and results of operations.
• Deficiencies of title to our leased interests could significantly affect our financial condition.
• We conduct business in a highly competitive industry.
• Our derivatives activities could adversely affect our cash flow, results of operations and financial condition.
• Decommissioning costs are unknown and may be substantial. Unplanned costs could divert resources from other projects.
• Increased scrutiny and changing stakeholder expectations with respect to environmental, social and governance (“ESG”) matters may impact our business and expose us to additional risks.
• Risks Related to Our Financing and Indebtedness
• Any significant reduction in our borrowing base under our Revolving Credit Facility will negatively impact our liquidity and could adversely affect our business and financial results.
• Our Revolving Credit Facility and other agreements governing indebtedness contain operating and financial restrictions that may restrict our business and financing activities.
• We may not be able to generate enough cash flow to meet our debt obligations.
• Our ability to pay dividends to our stockholders is restricted by applicable laws and regulations and requirements under certain of our debt agreements, including our Revolving Credit Facility and the Senior Notes Indentures.
• Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
• A downgrade in our credit rating could negatively impact our cost of and ability to access capital and our liquidity.
• We may be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial indebtedness.
• Our business plan requires significant capital expenditures, which we may be unable to obtain on favorable terms or at all.
• The capped call transactions may affect the value of the Convertible Notes and our common stock.
• We are subject to counterparty risk with respect to the capped call transactions, and the capped call transactions may not operate as planned.
• The Convertible Notes may have a material effect on our reported financial results.
• The conditional conversion feature of the Convertible Notes, if triggered, could adversely affect our financial position and liquidity.
• Provisions in the indenture governing the Convertible Notes could delay or prevent an otherwise beneficial takeover of us.
• Risks Related to Legal and Regulatory Matters
• The executive branch and/or Congress could enact additional rules and regulations that restrict our ability to acquire federal leases in the future and/or impose more onerous permitting and other costly environmental, health and safety requirements.
• Our ability to use net operating loss carryforwards to offset future taxable income may be subject to certain limitations.
• Certain U.S. federal income tax deductions currently available with respect to natural gas and oil exploration and development may be eliminated as a result of future legislation.
• The enactment of new or increased severance taxes and impact fees on natural gas production could negatively impact our assets in the Marcellus Shale formation.
• Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.
• Changes to applicable tax laws and regulations may result in our incurring increased administrative and compliance costs and additional income tax liabilities, which could have an adverse effect on our business, results of operations and financial condition.
• We are subject to a 1% U.S. federal excise tax in connection with repurchases of our shares by us.
• Our business involves the selling and shipping by rail of crude oil, which involves risks of derailment, accidents and liabilities associated with cleanup and damages, as well as potential regulatory changes that may adversely impact our business, financial condition or results of operations.
• Our derivatives activities expose us to potential regulatory risks.
• Legislative and regulatory developments could have an adverse effect on our ability to use derivative instruments to reduce the effect of commodity price, interest rate and other risks associated with our business.
• Failure to comply with federal, state and local environmental laws and regulations could result in substantial penalties and adversely affect our business.
• Federal and state legislative and regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays.
• The adoption of climate change legislation or regulations restricting or relating to emissions of GHGs could result in increased operating costs and reduced demand for the oil and natural gas we produce.
• We have relied on an exception from the definition of “investment company” under the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the “ICA”) in order to avoid being subject to the ICA.
• Risks Related to Our Common Stock
• There may be future sales or issuances of our common stock, including issuances in connection with our incentive plans, acquisitions or otherwise, which will dilute the ownership interests of stockholders and may adversely affect the market price of our common stock.
• Our certificate of incorporation, bylaws, and Delaware state law contain provisions that may have the effect of delaying or preventing a change in control and may adversely affect the market price of our capital stock.
• The availability of shares for sale or other issuance in the future could reduce the market price of our common stock.
• Investors in our common stock may be required to look solely to stock appreciation for a return on their investment in us.