---
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"
generated_at: "2026-05-19T02:29:53.677973+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Northern Oil and Gas closes $200M add-on 3.625% convertible notes offering

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104485-25-000117
- JSON: https://secwatch.observer/filing/0001104485-25-000117.json
- Plain text: https://secwatch.observer/filing/0001104485-25-000117.txt

## Key facts
- Debt Financings
  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.
  - Instrument: convertible notes
  - Principal: $200,000,000
  - Counterparty: Morgan Stanley & Co. LLC
  - Rate: 3.625% per annum
  - Maturity: April 15, 2029
  - Event: incurrence
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1104485/000110448525000117/0001104485-25-000117-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.