{"schema_version":"secwatch.filing_event.v1","accession":"0001104485-25-000117","form_type":"8-K","ticker":"NOG","cik":"0001104485","company_name":"NORTHERN OIL & GAS, INC.","filed_at":"2025-06-18T23:59:59+00:00","discovered_at":"2026-05-14T18:02:47.531169+00:00","generated_at":"2026-05-19T02:29:53.677973+00:00","sec_items":["1.01","2.03","3.02","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Northern Oil and Gas closes $200M add-on 3.625% convertible notes offering","bullets":["Issued $200M aggregate principal of 3.625% Convertible Senior Notes due 2029, including $25M option exercised by initial purchasers.","Notes issued at 105.597% of principal; conversion price ~$37.06 per share, representing a ~19% premium over last sale.","Entered capped call transactions to reduce dilution, with cap price ~$50.87 per share, 63% above June 12, 2025 closing.","Notes are additional series under existing $500M 3.625% notes indenture; trade as one class with identical terms after de-legending.","Obtained revolving credit facility waiver to avoid automatic borrowing base reduction upon offering consummation."],"urls":{"canonical":"https://secwatch.observer/filing/0001104485-25-000117","json":"https://secwatch.observer/filing/0001104485-25-000117.json","markdown":"https://secwatch.observer/filing/0001104485-25-000117.md","text":"https://secwatch.observer/filing/0001104485-25-000117.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1104485/000110448525000117/0001104485-25-000117-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1104485/000110448525000117/nog-20250617.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-19T02:29:53.677973+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"9a4fe3af955329efac305d644f017f082962a210","claim":"NORTHERN OIL & GAS, INC. incurred convertible notes of $200,000,000 with Morgan Stanley & Co. LLC at 3.625% per annum maturing April 15, 2029.","evidence_excerpt":"buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of the New Notes sold in the offering was $200,000,000, which includes $25,000,000 in aggregate principal amount of New Notes issued pursuant to the Initial Purchasers’ option to purchase additional New Notes on the same terms and","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1104485/000110448525000117/0001104485-25-000117-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"$200,000,000"},{"label":"Counterparty","value":"Morgan Stanley & Co. LLC"},{"label":"Rate","value":"3.625% per annum"},{"label":"Maturity","value":"April 15, 2029"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}