10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

(Mark One)
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

Or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________

Commission File Number 001-33999

NORTHERN OIL AND GAS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	95-3848122
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

4350 Baker Road – Suite 400, Minnetonka, Minnesota 55343

(Address of Principal Executive Offices) (Zip Code)

952-476-9800

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange On Which Registered
Common Stock, $0.001 par value	NOG	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes ý No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 Large Accelerated Filer  ☒ Accelerated Filer  ☐ Non-Accelerated Filer  ☐

 Smaller Reporting Company  ☐ Emerging Growth Company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant on the last business day of the registrant’s most recently completed second fiscal quarter (based on the closing sale price on such date) was approximately $3.1 billion.

As of February 21, 2024, the registrant had 100,873,127 shares of common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement related to the registrant’s 2024 Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated by reference into Part III of this report for the year ended December 31, 2023.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

We are including the following discussion to inform our existing and potential security holders generally of some of the risks and uncertainties that can affect our company and to take advantage of the “safe harbor” protection for forward-looking statements that applicable federal securities law affords.

From time to time, our management or persons acting on our behalf may make forward-looking statements to inform existing and potential security holders about our company.  All statements other than statements of historical facts included in this report regarding our financial position, business strategy, plans and objectives of management for future operations, industry conditions, indebtedness covenant compliance, capital expenditures, production, cash flow, borrowing base under our Revolving Credit Facility (as defined below), our intention or ability to pay or increase dividends on our capital stock, and impairment are forward-looking statements.  When used in this report, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “continue,” “anticipate,” “target,” “could,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating or making assumptions about actual or potential future production, sales, market size, collaborations, cash flows, and trends or operating results also constitute such forward-looking statements.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our company’s control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: 

•changes in crude oil and natural gas prices, the pace of drilling and completions activity on our current properties and properties pending acquisition;

•infrastructure constraints and related factors affecting our properties;

•cost inflation or supply chain disruptions;

•ongoing legal disputes over, and potential shutdown of, the Dakota Access Pipeline;

•our ability to acquire additional development opportunities, potential or pending acquisition transactions, the projected capital efficiency savings and other operating efficiencies and synergies resulting from our acquisition transactions, integration and benefits of property acquisitions, or the effects of such acquisitions on our company’s cash position and levels of indebtedness;

•changes in our reserves estimates or the value thereof;

•disruption to our company’s business due to acquisitions and other significant transactions;

•general economic or industry conditions, nationally and/or in the communities in which our company conducts business;

•changes in the interest rate environment, legislation or regulatory requirements;

•conditions of the securities markets;

•risks associated with our Convertible Notes (as defined below), including the potential impact that the Convertible Notes may have on our financial position and liquidity, potential dilution, and that provisions of the Convertible Notes could delay or prevent a beneficial takeover of our company;

•the potential impact of the capped call transactions undertaken in tandem with the Convertible Notes issuance, including counterparty risk;

•increasing attention to environmental, social and governance matters;

•our ability to consummate any pending acquisition transactions;

•other risks and uncertainties related to the closing of pending acquisition transactions;

•our ability to raise or access capital;

•cyber-incidents could have a material adverse effect on our business, financial condition or results of operations;

•changes in accounting principles, policies or guidelines;

•events beyond our control, including a global or domestic health crisis, acts of terrorism, political or economic instability or armed conflict in oil and gas producing regions;

•other economic, competitive, governmental, regulatory and technical factors affecting our operations, products and prices; and

•other factors discussed in this Annual Report on Form 10-K under “Risk Factors,” as updated by any subsequent Forms 10-Q, which are on file with the Securities and Exchange Commission.

We have based any forward-looking statements on our current expectations and assumptions about future events.  While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control.  Accordingly, results actually achieved may differ materially from expected results described in these

statements. Forward-looking statements speak only as of the date they are made. You should consider carefully the statements in “Item 1A. Risk Factors” and other sections of this report, which describe factors that could cause our actual results to differ from those set forth in the forward-looking statements.  Our company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.  We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation.  Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the United States Securities and Exchange Commission (the “SEC”) which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows.  If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

GLOSSARY OF TERMS

Unless otherwise indicated in this report, natural gas volumes are stated at the legal pressure base of the state or geographic area in which the reserves are located at 60 degrees Fahrenheit.  Crude oil and natural gas equivalents are determined using the ratio of six Mcf of natural gas to one barrel of crude oil, condensate or natural gas liquids.

The following definitions shall apply to the technical terms used in this report.

Terms used to describe quantities of crude oil and natural gas:

“Bbl.”  One stock tank barrel, of 42 U.S. gallons liquid volume, used herein in reference to crude oil, condensate or NGLs.

“Boe.”  A barrel of oil equivalent and is a standard convention used to express crude oil, NGL and natural gas volumes on a comparable crude oil equivalent basis. Gas equivalents are determined under the relative energy content method by using the ratio of 6.0 Mcf of natural gas to 1.0 Bbl of crude oil or NGL.

“Boepd.”  Boe per day.

“Btu or British Thermal Unit.”  The quantity of heat required to raise the temperature of one pound of water by one degree Fahrenheit.

“MBbl.”  One thousand barrels of crude oil, condensate or NGLs.

“MBoe.”  One thousand Boe.

“Mcf.”  One thousand cubic feet of natural gas.

“MMBbl.”  One million barrels of crude oil, condensate or NGLs.

“MMBoe.”  One million Boe.

“MMBtu.”  One million British Thermal Units.

“MMcf.”  One million cubic feet of natural gas.

“NGLs.”  Natural gas liquids.  Hydrocarbons found in natural gas that may be extracted as liquefied petroleum gas and natural gasoline.

Terms used to describe our interests in wells and acreage:

“Basin.”  A large natural depression on the earth’s surface in which sediments generally brought by water accumulate.

“Completion.”  The process of treating a drilled well followed by the installation of permanent equipment for the production of crude oil, NGLs, and/or natural gas.

“Conventional play.”  An area that is believed to be capable of producing crude oil, NGLs, and natural gas occurring in discrete accumulations in structural and stratigraphic traps.

“Developed acreage.”  Acreage consisting of leased acres spaced or assignable to productive wells.  Acreage included in spacing units of infill wells is classified as developed acreage at the time production commences from the initial well in the spacing unit.  As such, the addition of an infill well does not have any impact on a company’s amount of developed acreage.

“Development well.”  A well drilled within the proved area of a crude oil, NGL, or natural gas reservoir to the depth of a stratigraphic horizon (rock layer or formation) known to be productive for the purpose of extracting proved crude oil, NGL, or natural gas reserves.

“Differential.” The difference between a benchmark price of crude oil and natural gas, such as the NYMEX crude oil spot price, and the wellhead price received.

i

“Dry hole.”  A well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes.

“Exploratory well.”  A well drilled to find a new field or to find a new reservoir in a field previously found to be productive of oil or natural gas in another reservoir. Generally, an exploratory well is any well that is not a development well, an extension well, a service well, or a stratigraphic test well.

“Extension well.” An extension well is a well drilled to extend the limits of a known reservoir.

“Field.”  An area consisting of a single reservoir or multiple reservoirs all grouped on, or related to, the same individual geological structural feature or stratigraphic condition. The field name refers to the surface area, although it may refer to both the surface and the underground productive formations.

“Formation.”  A layer of rock which has distinct characteristics that differs from nearby rock.

“Gross acres” or “Gross wells.”  The total acres or wells, as the case may be, in which a working interest is owned.

“Held by operations.”  A provision in an oil and gas lease that extends the stated term of the lease as long as drilling operations are ongoing on the property.

“Held by production.”  A provision in an oil and gas lease that extends the stated term of the lease as long as the property produces a minimum quantity of crude oil, NGLs, and natural gas.

“Hydraulic fracturing.”  The technique of improving a well’s production by pumping a mixture of fluids into the formation and rupturing the rock, creating an artificial channel. As part of this technique, sand or other material may also be injected into the formation to keep the channel open, so that fluids or natural gases may more easily flow through the formation.

“Infill well.”  A subsequent well drilled in an established spacing unit of an already established productive well in the spacing unit.  Acreage on which infill wells are drilled is considered developed commencing with the initial productive well established in the spacing unit.  As such, the addition of an infill well does not have any impact on a company’s amount of developed acreage.

“Net acres.”  The percentage ownership of gross acres.  Net acres are deemed to exist when the sum of fractional ownership working interests in gross acres equals one (e.g., a 10% working interest in a lease covering 640 gross acres is equivalent to 64 net acres).

“Net well.”  A well that is deemed to exist when the sum of fractional ownership working interests in gross wells equals one.

“NYMEX.”  The New York Mercantile Exchange.

“OPEC.”  The Organization of Petroleum Exporting Countries.

“Productive well.”  A well that is found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of the production exceed production expenses and taxes.

“Recompletion.”  The process of treating a drilled well followed by the installation of permanent equipment for the production of crude oil, NGLs or natural gas or, in the case of a dry hole, the reporting of abandonment to the appropriate agency.

“Reservoir.”  A porous and permeable underground formation containing a natural accumulation of producible crude oil, NGLs and/or natural gas that is confined by impermeable rock or water barriers and is separate from other reservoirs.

“Service well.” A service well is drilled or completed for the purpose of supporting production in an existing field. Wells in this class are drilled for the following specific purposes: gas injection, water injection, steam injection, air injection, salt-water disposal, water supply for injection, observation, or injection for in-situ combustion.

“Spacing.”  The distance between wells producing from the same reservoir.  Spacing is often expressed in terms of acres, e.g., 40-acre spacing, and is often established by regulatory agencies.

ii

“Stratigraphic test well.” A stratigraphic test well is a drilling effort, geologically directed, to obtain information pertaining to a specific geologic condition. Such wells customarily are drilled without the intent of being completed for hydrocarbon production. The classification also includes tests identified as core tests and all types of expendable holes related to hydrocarbon exploration. Stratigraphic tests are classified as “exploratory type” if not drilled in a known area or “development type” if drilled in a known area.

“Unconventional play.”  An area believed to be capable of producing crude oil, NGLs, and/or natural gas occurring in cumulations that are regionally extensive but require recently developed technologies to achieve profitability.  These areas tend to have low permeability and may be closely associated with source rock as this is the case with crude oil and natural gas shale, tight crude oil and natural gas sands and coal bed methane.

“Undeveloped acreage.”  Leased acreage on which wells have not been drilled or completed to a point that would permit the production of economic quantities of crude oil, NGLs, and natural gas, regardless of whether such acreage contains proved reserves.  Undeveloped acreage includes net acres held by operations until a productive well is established in the spacing unit.

“Unit.”  The joining of all or substantially all interests in a reservoir or field, rather than a single tract, to provide for development and operation without regard to separate property interests.  Also, the area covered by a unitization agreement.

“Wellbore.”  The hole drilled by the bit that is equipped for natural gas production on a completed well.  Also called well or borehole.

“West Texas Intermediate or WTI.”  A light, sweet blend of oil produced from the fields in West Texas.

“Working interest.”  The right granted to the lessee of a property to explore for and to produce and own crude oil, NGLs, natural gas or other minerals. The working interest owners bear the exploration, development, and operating costs on either a cash, penalty, or carried basis.

“Workover.” Operations on a producing well to restore or increase production.

Terms used to assign a present value to or to classify our reserves:

“Developed Oil and Gas Reserves.” Oil and natural gas reserves of any category that can be expected to be recovered through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well.

“Possible reserves.”  The additional reserves which analysis of geoscience and engineering data suggest are less likely to be recoverable than probable reserves.

“Pre-tax PV-10% or PV-10.”  The estimated future net revenue, discounted at a rate of 10% per annum, before income taxes and with no price or cost escalation or de-escalation in accordance with guidelines promulgated by the SEC.

“Probable reserves.”  The additional reserves which analysis of geoscience and engineering data indicate are less likely to be recovered than proved reserves but which together with proved reserves, are as likely as not to be recovered.

“Proved developed non-producing reserves (PDNPs).”  Proved crude oil, NGLs, and natural gas reserves that are developed behind pipe, shut-in or that can be recovered through improved recovery only after the necessary equipment has been installed, or when the costs to do so are relatively minor.  Shut-in reserves are expected to be recovered from (1) completion intervals which are open at the time of the estimate but which have not started producing, (2) wells that were shut-in for market conditions or pipeline connections, or (3) wells not capable of production for mechanical reasons. Behind-pipe reserves are expected to be recovered from zones in existing wells that will require additional completion work or future recompletion prior to the start of production.

“Proved developed producing reserves (PDPs).”  Reserves that can be expected to be recovered through existing wells with existing equipment and operating methods.  Additional crude oil, NGLs, and natural gas expected to be obtained through the application of fluid injection or other improved recovery techniques for supplementing the natural forces and mechanisms of primary recovery are included in “proved developed reserves” only after testing by a pilot project or after the operation of an installed program has confirmed through production response that increased recovery will be achieved.

iii

“Proved reserves.”  The quantities of crude oil, NGLs and natural gas, which, by analysis of geosciences and engineering data, can be estimated with reasonable certainty to be economically producible, from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations, prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation.  The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i)            The area of the reservoir considered as proved includes: (A) the area identified by drilling and limited by fluid contacts, if any, and (B) adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible crude oil, NGLs or natural gas on the basis of available geoscience and engineering data.

(ii)            In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establish a lower contact with reasonable certainty.

(iii)            Where direct observation from well penetrations has defined a highest known oil elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering or performance data and reliable technology establish the higher contact with reasonable certainty.

(iv)            Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when: (A) successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (B) the project has been approved for development by all necessary parties and entities, including governmental entities.

(v)            Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average during the twelve-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based on future conditions.

“Proved undeveloped drilling location.”  A site on which a development well can be drilled consistent with spacing rules for purposes of recovering proved undeveloped reserves.

“Proved undeveloped reserves” or “PUDs.”  Reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for development.  Reserves on undrilled acreage are limited to those drilling units offsetting productive units that are reasonably certain of production when drilled.  Proved reserves for other undrilled units are claimed only where it can be demonstrated with reasonable certainty that there is continuity of production from the existing productive formation.  Estimates for proved undeveloped reserves will not be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual tests in the area and in the same reservoir or an analogous reservoir.

“Reserves.” Estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.

“Standardized measure.”  Discounted future net cash flows estimated by applying year-end prices to the estimated future production of year-end proved reserves. Future cash inflows are reduced by estimated future production and development costs based on period end costs to determine pre-tax cash inflows. Future income taxes, if applicable, are computed by applying the statutory tax rate to the excess of pre-tax cash inflows over our tax basis in the oil and natural gas properties. Future net cash inflows after income taxes are discounted using a 10% annual discount rate.

iv

“Undeveloped Oil and Gas Reserves.” Oil and natural gas reserves of any category that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion.

v

NORTHERN OIL AND GAS, INC.

TABLE OF CONTENTS

		Page
Part I
Item 1.	Business	2
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	34
Item 1C.	Cybersecurity	34
Item 2.	Properties	35
Item 3.	Legal Proceedings	45
Item 4.	Mine Safety Disclosures	45
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	46
Item 6.	[RESERVED]	48
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	49
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	63
Item 8.	Financial Statements and Supplementary Data	64
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	65
Item 9A.	Controls and Procedures	65
Item 9B.	Other Information	68
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	68
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	68
Item 11.	Executive Compensation	69
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	69
Item 13.	Certain Relationships and Related Transactions, and Director Independence	70
Item 14.	Principal Accountant Fees and Services	70
Part IV
Item 15.	Exhibits and Financial Statement Schedules	71
Item 16.	Form 10-K Summary	74
Signatures		75
Index to Financial Statements		F-1

1

NORTHERN OIL AND GAS, INC.

ANNUAL REPORT ON FORM 10-K

FOR FISCAL YEAR ENDED DECEMBER 31, 2023

PART I

Item 1. Business

Overview

We are an independent energy company engaged in the acquisition, exploration, development and production of oil and natural gas properties in the United States, primarily in the Williston Basin, the Permian Basin and the Appalachian Basin. We believe the location, size and concentration of our acreage positions in some of North America’s leading unconventional oil and gas resource plays provide us with drilling and development opportunities that will result in significant long-term value. We currently report a single reportable segment. See “Financial Statements” and the notes to our consolidated financial statements for financial information about this reportable segment.

Our primary focus is investing in non-operated minority working and mineral interests in oil and gas properties, with a core area of focus in three premier basins within the United States. As a non-operator, we are able to diversify our investment exposure by participating in a large number of gross wells, as well as entering into additional project areas by partnering with numerous experienced operating partners or pursuing value enhancing acquisitions. In addition, because we can generally elect to participate on a well by well basis, we believe we have increased flexibility in the timing and amount of our capital expenditures because we are not burdened with various contractual arrangements with respect to minimum drilling obligations. Further, we are able to avoid exploratory and infrastructure costs incurred by many oil and gas producers.

We seek to create value through strategic acquisitions and partnering with operators who have significant experience in developing and producing hydrocarbons in our core areas. We have more than 105 experienced operating partners that provide technical insights and opportunities for acquisitions. Across these operators, no single operator represented more than 20% of our fourth quarter 2023 oil and natural gas sales.

Prior to 2020, we focused our operations exclusively on oil-weighted properties in the Williston Basin. Since then we have significantly grown and diversified our properties via acquisitions in the Permian Basin and the Appalachian Basin, while also adding to our legacy position in the Williston Basin. See Note 3 to our financial statements for details regarding our recent acquisitions. Our acquisition activity was a significant driver of our 45% production growth from 78,854 Boe per day in the fourth quarter of 2022 to 114,363 Boe per day in the fourth quarter of 2023.

The following table provides a summary of certain information regarding our assets as of December 31, 2023, including reserves information audited by our third-party independent reserve engineers, Cawley, Gillespie & Associates, Inc. (“Cawley”).

	As of December 31, 2023
	Net Acres	Productive Wells		Average Daily Production(1) (Boe per day)	Proved Reserves (MBoe)	% Oil		% Proved Developed
		Gross	Net
Williston Basin	180,642	7,981	643.7	52,413	142,700	70	%	79	%
Permian Basin	36,576	1,387	207.6	50,601	119,069	59		66
Appalachian Basin	55,034	397	100.3	11,349	77,926	—		57
Total	272,251	9,765	951.6	114,363	339,695	50	%	69	%

__________________

(1)Represents the average daily production over the three months ended December 31, 2023.

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Business Strategy

Our business strategy is focused on growing our reserves, production and free cash flow to create long-term value for our stakeholders while maintaining a strong balance sheet. The key elements of our business strategy include the following:

•Diversify Our Risk Through Non-Operated Participation in a Large Number of Wells and Multiple Basins.  As a non-operator, we seek to diversify our investment and operational risk through participation in a large number of oil and gas wells and with multiple operators across multiple basins. As of December 31, 2023, we have participated in 9,765 gross (951.6 net) producing wells with an average working interest of 9.7% in each gross well, with more than 105 experienced operating partners. We also believe that we can further diversify our risk with acquisitions in multiple basins, focusing on accretive acquisitions of top-tier assets with top-tier operators in the premier basins in the United States. For the three months ended December 31, 2023, 46% of our production was from the Williston Basin, 44% was from the Permian Basin and 10% was from the Appalachian Basin.

•Accelerate Growth by Pursuing Value-Enhancing Acquisitions.  We strive to be the natural consolidator and clearing house of non-operated working interests in various leading oil and gas shale plays in the United States. Our “ground game” acquisition strategy is to build a strong presence in our core basins and seek to acquire smaller additional lease positions at a significant discount to the contiguous acreage positions typically sought by larger producers and operators of oil and gas wells, focusing on near term drilling opportunities. Such acquisitions have been a significant driver of our net well additions and production growth. We intend to continue these activities, while at the same time evaluating and pursuing larger non-operated asset packages that we believe can responsibly add significant production, cash flow and scale to existing operations.

•Build and Maintain a Strong Balance Sheet and Proactively Manage to Limit Downside.  We strive for financial strength and flexibility through the prudent management of our balance sheet. Changes in commodity prices, as well as the timing of various investment and financing opportunities, result in changes to our leverage over time. However, we manage the business with the long-term goal of maintaining leverage at or near our target of 1.0x Debt / Adjusted EBITDA.

•Systematic Hedging Strategy. Given the volatility of the commodity price environment, we employ an active commodity price risk management program to better enable us to execute our business plan over the entire commodity price cycle. We have a rolling target of hedging 60% or more of our anticipated next 18-month production.

•Stockholder Returns. The foregoing strategies are collectively aimed at building a diversified, low-leverage, cash generating business that can deliver meaningful returns to our investors. We have provided stockholder returns in the form of cash dividends and security repurchases, and will seek to grow stockholder returns over time.

Industry Operating Environment

The oil and natural gas industry is a global market impacted by many factors, such as government regulations, particularly in the areas of trade sanctions, taxation, energy, climate change and the environment, geopolitical instability and armed conflicts (including between Russia and Ukraine and in the Middle East), demand in Asian and European markets, and the extent to which members of OPEC and other oil exporting nations manage oil supply through export quotas.  Natural gas prices are generally determined by North American supply and demand and are also affected by imports and exports of liquefied natural gas.  Weather also has a significant impact on demand for natural gas since it is a primary heating source.

Oil and natural gas prices have been, and we expect may continue to be, volatile. Lower oil and gas prices not only decrease our revenues, but an extended decline in oil or gas prices may affect planned capital expenditures and the oil and natural gas reserves that we can economically produce.  Lower oil and gas prices may also reduce the amount of our borrowing base under our Revolving Credit Facility, which is determined at the discretion of the lenders based on various factors including the collateral value of our proved reserves. While lower commodity prices may reduce our future net cash flow from operations, we expect to have sufficient liquidity to continue development of our oil and gas properties.  In addition, we undertake an active commodity hedging program that is designed to help stabilize the volatile commodity pricing environment and protect cash flows in a potential downturn.

The oil and natural gas industry is very cyclical and the demand for goods and services of oil field companies, suppliers and others associated with the industry put extreme pressure on the economic stability and pricing structure within the industry. Typically, as prices for oil and natural gas increase, so do all associated costs. Conversely, in a period of declining

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prices, associated cost declines are likely to lag and may not adjust downward in proportion. Additionally, ongoing inflationary pressures have resulted in and may result in additional increases to the costs of goods, services and personnel. Material changes in prices impact our current revenue stream, estimates of future reserves, borrowing base calculations of bank loans, impairment assessments of oil and natural gas properties, and values of properties in purchase and sale transactions. Sustained levels of high inflation caused the U.S. Federal Reserve to increase the federal funds interest rate by 5.25% between March 2022 and December 2023 in an effort to curb inflationary pressure on the costs of goods and services. While inflationary pressures in the United States’ economy have begun to subside, we continue to be impacted by the increased federal funds interest rate, which could additionally have the effects of raising the cost of capital and depressing economic growth.

Development

We primarily engage in oil and natural gas exploration and production by participating on a proportionate basis alongside third-party interests in wells drilled and completed in spacing units that include our acreage.  In addition, we acquire wellbore-only working interests in wells in which we do not hold the underlying leasehold interests from third parties unable or unwilling to participate in particular well proposals.  We typically depend on drilling partners to propose, permit and initiate the drilling of wells.  Prior to commencing drilling, our partners are required to provide all owners of oil, natural gas and mineral interests within the designated spacing unit the opportunity to participate in the drilling costs and revenues of the well to the extent of their pro-rata share of such interest within the spacing unit.  We assess each drilling opportunity on a case-by-case basis and participate in wells that we expect to meet our return thresholds based upon our estimates of ultimate recoverable oil and natural gas, expected oil and gas prices, expertise of the operator, and completed well cost from each project, as well as other factors.  Historically, we have participated pursuant to our working interest in a vast majority of the wells proposed to us.  However, declines in oil prices typically reduce both the number of well proposals we receive and the proportion of well proposals in which we elect to participate. Our land and engineering team uses our extensive database to make these economic decisions. Given our large acreage footprint and substantial number of well participations, we believe we can make accurate economic drilling decisions.

Historically, we have not managed our commodities marketing activities internally. Instead, our operating partners generally market and sell oil and natural gas produced from wells in which we have an interest.  Our operating partners coordinate the transportation of our oil and gas production from our wells to appropriate pipelines or rail transport facilities pursuant to arrangements that they negotiate and maintain with various parties purchasing the production.  We understand that our partners generally sell our production to a variety of purchasers at prevailing market prices under separately negotiated short-term contracts.  Although we have historically relied on our operating partners for these activities, we may in the future seek to take a portion of our production in kind and internally manage the marketing activities for such production. The price at which our production is sold is generally tied to the spot market for oil or natural gas. The price at which our oil production is sold typically reflects a discount to the NYMEX benchmark price. This differential primarily represents the transportation costs in moving the oil from wellhead to refinery and will fluctuate based on availability of pipeline, rail and other transportation methods. The price at which our natural gas production is sold may reflect either a discount or premium to the NYMEX benchmark price. Using our commodity hedging program, from time to time we enter into financial hedging contracts to help mitigate pricing risk and volatility with respect to differentials.

Competition

The oil and natural gas industry is intensely competitive and we compete with numerous other oil and natural gas exploration and production companies, many of which have substantially greater resources than we have and may be able to pay more for exploratory prospects and productive oil and natural gas properties.  Our larger or integrated competitors may be better able to absorb the burden of existing, and any changes to, federal, state, and local laws and regulations than we can, which would adversely affect our competitive position.  Our ability to discover reserves and acquire additional properties in the future is dependent upon our ability and resources to evaluate and select suitable properties and to consummate transactions in this highly competitive environment.

Marketing and Customers

The market for oil and natural gas that will be produced from our properties depends on many factors, including the extent of domestic production and imports of oil and natural gas, the proximity and capacity of pipelines and other transportation and storage facilities, demand for oil and natural gas, the marketing of competitive fuels and the effects of state and federal regulation.  The oil and natural gas industry also competes with other industries in supplying the energy and fuel requirements of industrial, commercial and individual consumers.

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Our oil production is expected to be sold at prices tied to the spot oil markets.  Our natural gas production is expected to be sold under short-term contracts and priced based on first of the month index prices or on daily spot market prices.  We rely on our operating partners to market and sell our production.  Our operating partners include a variety of exploration and production companies, from large publicly-traded companies to small, privately-owned companies.  We do not believe the loss of any single operator would have a material adverse effect on our company as a whole.

Title to Properties

Our oil and natural gas properties are subject to customary royalty and other interests, liens under indebtedness, liens incident to operating agreements, liens for current taxes and other burdens, including other mineral encumbrances and restrictions.  Our indebtedness under our Revolving Credit Facility is also secured by liens on substantially all of our assets.  We do not believe that any of these burdens materially interfere with the use of our properties or the operation of our business.

We believe that we have satisfactory title to or rights in our producing properties.  As is customary in the oil and gas industry, minimal investigation of title is made at the time of acquisition of undeveloped properties.  In most cases, we investigate title only when we acquire producing properties or before commencement of drilling operations.

Seasonality

Winter weather conditions and lease stipulations can limit or temporarily halt the drilling and producing activities of our operating partners and other oil and natural gas operations. These constraints and the resulting shortages or high costs could delay or temporarily halt the operations of our operating partners and materially increase our operating and capital costs. Such seasonal anomalies can also pose challenges for meeting well drilling objectives and may increase competition for equipment, supplies and personnel during the spring and summer months, which could lead to shortages and increase costs or delay or temporarily halt our operating partners’ operations.

Principal Agreements Affecting Our Ordinary Business

We generally do not own physical real estate, but, instead, our acreage is primarily comprised of leasehold interests subject to the terms and provisions of lease agreements that provide our company the right to participate in drilling and maintenance of wells in specific geographic areas.  Lease arrangements that comprise our acreage positions are generally established using industry-standard terms that have been established and used in the oil and natural gas industry for many years. Many of our leases are or were acquired from other parties that obtained the original leasehold interest prior to our acquisition of the leasehold interest.

In general, our lease agreements stipulate three-to-five year terms.  Bonuses and royalty rates are negotiated on a case-by-case basis consistent with industry standard pricing.  Once a well is drilled and production established, the leased acreage in the applicable spacing unit is considered developed acreage and is held by production.  Other locations within the drilling unit created for a well may also be drilled at any time with no time limit as long as the lease is held by production.  Given the current pace of drilling in the areas of our operations, we do not believe lease expiration issues will materially affect our acreage position.

Governmental Regulation and Environmental Matters

Our operations are subject to various rules, regulations and limitations impacting the oil and natural gas exploration and production industry as whole.

Regulation of Oil and Natural Gas Production

Our oil and natural gas exploration, production and related operations are subject to extensive rules and regulations promulgated by federal, state, tribal and local authorities and agencies.  For example, many states require permits for drilling operations, drilling bonds and reports concerning operations and impose other requirements relating to the exploration and production of oil and natural gas.  Many states also have statutes or regulations addressing conservation matters, including provisions for the unitization or pooling of oil and natural gas properties, the location of wells, the method of drilling and casing wells, the surface use and restoration of properties upon which wells are drilled, the sourcing and disposal of water used in the process of drilling, completion and abandonment, the establishment of maximum rates of production from wells, and the regulation of spacing, plugging and abandonment of such wells.  Moreover, the Biden Administration has indicated that it expects to impose additional federal regulations limiting access to and production from federal lands. The effect of these regulations is to limit the amount of oil and natural gas that we can produce from our wells and to limit the number of wells or

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the locations at which we can drill.  Moreover, many states impose a production or severance tax with respect to the production and sale of oil, natural gas and natural gas liquids within their jurisdictions.  Failure to comply with any such rules and regulations can result in substantial penalties.  The regulatory burden on the oil and natural gas industry will most likely increase our cost of doing business and may affect our profitability.  Because such rules and regulations are frequently amended or reinterpreted, we are unable to predict the future cost or impact of complying with such laws.  Significant expenditures may be required to comply with governmental laws and regulations and may have a material adverse effect on our financial condition and results of operations.  Additionally, currently unforeseen environmental incidents may occur or past non-compliance with environmental laws or regulations may be discovered. Therefore, we are unable to predict the future costs or impact of compliance. Additional proposals and proceedings that affect the oil and natural gas industry are regularly considered by Congress, the states, the Federal Energy Regulatory Commission (“FERC”) and the courts. We cannot predict when or whether any such proposals may become effective.

Regulation of Transportation of Oil

Sales of crude oil, condensate and natural gas liquids are not currently regulated and are made at negotiated prices.  Nevertheless, Congress could reenact price controls in the future.  Our sales of crude oil are affected by the availability, terms and cost of transportation.  The transportation of oil by common carrier pipelines is also subject to rate and access regulation.  The FERC regulates interstate oil pipeline transportation rates under the Interstate Commerce Act.  In general, interstate oil pipeline rates must be cost-based, although settlement rates agreed to by all shippers are permitted and market-based rates may be permitted in certain circumstances.  Effective January 1, 1995, the FERC implemented regulations establishing an indexing system (based on inflation) for transportation rates for oil pipelines that allows a pipeline to increase its rates annually up to a prescribed ceiling, without making a cost of service filing.  Every five years, the FERC reviews the appropriateness of the index level in relation to changes in industry costs.  On January 20, 2022, the FERC established a new price index for the five-year period which commenced on July 1, 2021.

Intrastate oil pipeline transportation rates are subject to regulation by state regulatory commissions.  The basis for intrastate oil pipeline regulation, and the degree of regulatory oversight and scrutiny given to intrastate oil pipeline rates varies from state to state.  Insofar as effective interstate and intrastate rates are equally applicable to all comparable shippers, we believe that the regulation of oil transportation rates will not affect our operations in any way that is of material difference from those of our competitors who are similarly situated.

Further, interstate and intrastate common carrier oil pipelines must provide service on a non-discriminatory basis. Under this open access standard, common carriers must offer service to all similarly situated shippers requesting service on the same terms and under the same rates. When oil pipelines operate at full capacity, access is generally governed by pro-rationing provisions set forth in the pipelines’ published tariffs. Accordingly, we believe that access to oil pipeline transportation services generally will be available to us to the same extent as to our similarly situated competitors.

Regulation of Transportation and Sales of Natural Gas

Historically, the transportation and sale for resale of natural gas in interstate commerce has been regulated by the FERC under the Natural Gas Act of 1938, the Natural Gas Policy Act of 1978 and regulations issued under those statutes.  In the past, the federal government has regulated the prices at which natural gas could be sold.  While sales by producers of natural gas can currently be made at market prices, Congress could reenact price controls in the future. Interstate transportation services, however, remain subject to FERC regulation, including with respect to rates, terms and conditions of service, and authorizations to build new, or abandon old, facilities. A primary aim of FERC’s regulation of interstate natural gas transportation is to prevent undue discrimination among shippers, and so we do not anticipate that FERC regulation will affect our operations in any way that is materially different from those of similarly situated competitors.

Onshore gathering services, which occur upstream of FERC jurisdictional transmission services, are regulated by the states.  Although the FERC has set forth a general test for determining whether facilities perform a non-jurisdictional gathering function or a jurisdictional transmission function, the FERC’s determinations as to the classification of facilities is done on a case-by-case basis. State regulation of natural gas gathering facilities generally includes various safety, environmental and, in some circumstances, nondiscriminatory take requirements. Although such regulation has not generally been affirmatively applied by state agencies, natural gas gathering may receive greater regulatory scrutiny in the future.

Intrastate natural gas transportation and facilities are also subject to regulation by state regulatory agencies, and certain transportation services provided by intrastate pipelines are also regulated by FERC. The basis for intrastate regulation of natural gas transportation and the degree of regulatory oversight and scrutiny given to intrastate natural gas pipeline rates and services varies from state to state. Insofar as such regulation within a particular state will generally affect all intrastate natural gas

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shippers within the state on a comparable basis, we believe that the regulation of similarly situated intrastate natural gas transportation in any states in which we operate and ship natural gas on an intrastate basis will not affect our operations in any way that is of material difference from those of our competitors. Like the regulation of interstate transportation rates, the regulation of intrastate transportation rates affects the marketing of natural gas that we produce, as well as the revenues we receive for sales of our natural gas.

Environmental Matters

Our operations and properties are subject to extensive and changing federal, state, tribal and local laws and regulations relating to environmental protection, including the generation, storage, handling, emission, transportation and discharge of materials into the environment, and relating to safety and health. The recent trend in environmental legislation and regulation generally is toward stricter standards, and this trend will likely continue. These laws and regulations may:

•require the acquisition of a permit or other authorization and procurement of financial assurance before construction or drilling commences and for certain other activities;

•limit or prohibit construction, drilling and other activities on certain lands lying within wilderness and other protected areas; and

•impose substantial liabilities for pollution resulting from our operations.

The permits required for our operations may be subject to revocation, modification and renewal by issuing authorities.  Governmental authorities have the power to enforce their regulations, and violations are subject to fines or injunctions, or both.  In the opinion of management, we are in substantial compliance with current applicable environmental laws and regulations, and have no material commitments for capital expenditures to comply with existing environmental requirements.  Nevertheless, changes in existing environmental laws and regulations or in interpretations thereof could have a significant impact on our company, as well as the oil and natural gas industry in general.

The Comprehensive Environmental, Response, Compensation, and Liability Act (“CERCLA”) and comparable state statutes impose strict, joint and several liability on several categories of persons, including current and former owners and operators of sites and on persons who disposed of or arranged for the disposal of “hazardous substances” found at such sites.  It is not uncommon for the neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment.  The Federal Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes govern the disposal of “solid waste” and “hazardous waste” and authorize the imposition of substantial fines and penalties for noncompliance.  Although CERCLA currently excludes petroleum from its definition of “hazardous substance,” state laws affecting our operations may impose clean-up liability relating to petroleum and petroleum related products.  In addition, although RCRA classifies certain oil field wastes as “non-hazardous” if properly handled, such exploration and production wastes could be reclassified in the future as hazardous wastes thereby making such wastes subject to more stringent handling and disposal requirements.  Recent regulation and litigation that has been brought against others in the industry under RCRA concern liability for earthquakes that were allegedly caused by injection of oil field wastes.

The Endangered Species Act (“ESA”) seeks to ensure that activities do not jeopardize endangered or threatened animal, fish and plant species, nor destroy or modify the critical habitat of such species.  Under the ESA, exploration and production operations, as well as actions by federal agencies, may not significantly impair or jeopardize the species or its habitat.  The ESA provides for criminal penalties for willful violations of the ESA.  Other statutes that provide protection to animal and plant species and that may apply to our operations include, but are not necessarily limited to, the Fish and Wildlife Coordination Act, the Fishery Conservation and Management Act, the Migratory Bird Treaty Act and the National Historic Preservation Act.  Although we believe that our operations are in substantial compliance with such statutes, any change in these statutes or any reclassification of a species as endangered could subject our company (directly or indirectly through our operating partners) to significant expenses to modify our operations or could force discontinuation of certain operations altogether. There is also increasing interest in nature-related matters beyond protected species, such as general biodiversity, which may similarly require us or our customers to incur costs or take other measures which may adversely impact our business or operations.

The Clean Air Act (“CAA”) controls air emissions from oil and natural gas production and natural gas processing operations, among other sources. CAA regulations include New Source Performance Standards (“NSPS”) for the oil and natural gas source category to address emissions of sulfur dioxide and volatile organic compounds (“VOCs”) and a separate set of emission standards to address hazardous air pollutants frequently associated with oil and natural gas production and processing activities.

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In November 2021, the Environmental Protection Agency (“EPA”) issued a proposed rule intended to revise and add to the NSPS program rules, known as Subpart OOOOa. The proposed rule would formally reinstate methane (a greenhouse gas (“GHG”)) emission limitations for existing and modified facilities in the oil and gas sector under Subpart OOOOa and would also regulate, for the first time under Subpart OOOOb, existing oil and gas facilities. In addition, under Subpart OOOOc, the EPA’s proposed rule would require states to implement plans that meet or exceed federally established emission reduction guidelines for oil and natural gas facilities. In November 2022, the EPA issued a proposed rule supplementing the November 2021 proposed rule. Among other things, the November 2022 supplemental proposed rule removes an emissions monitoring exemption for small wellhead-only sites and creates a new third-party monitoring system to flag large emissions events, referred to in the proposed rule as “super emitters.” In December 2023, the EPA announced a final rule, which, among other things, requires the phase out of routine flaring of natural gas from newly constructed wells (with some exceptions) and routine leak monitoring at all well sites and compressor stations. Notably, the EPA updated the applicability date for Subparts OOOOb and OOOOc to December 6, 2022, meaning that sources constructed prior to that date will be considered existing sources with later compliance deadlines under state plans. The final rule gives states, along with federal tribes that wish to regulate existing sources, two years to develop and submit their plans for reducing methane emissions from existing sources. The final emissions guidelines under Subpart OOOOc provide three years from the plan submission deadline for existing sources to comply. Additionally, various states and groups of states have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas as greenhouse gas cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of emissions.

At the international level, the United Nations-sponsored Paris Agreement requires signatory countries to set voluntary targets to reduce domestic GHG emissions. While the United States withdrew from the Paris Agreement during the Trump Administration in 2020, President Biden recommitted the United States to the Paris Agreement in January 2021 and established a goal of reducing economy-wide net GHG emissions by at least thirty percent from 2020 levels by 2030.

These regulations and proposals and any other new regulations requiring the installation of more sophisticated pollution control equipment could have a material adverse impact on our business, results of operations and financial condition.

The Federal Water Pollution Control Act of 1972, or the Clean Water Act (the “CWA”), imposes restrictions and controls on the discharge of produced waters and other pollutants into waters of the United States (“WOTUS”).  Permits must be obtained to discharge pollutants into state and federal waters and to conduct construction activities in waters and wetlands.  The CWA and certain state regulations prohibit the discharge of produced water, sand, drilling fluids, drill cuttings, sediment and certain other substances related to the oil and gas industry into certain coastal and offshore waters without an individual or general National Pollutant Discharge Elimination System discharge permit. In addition, the CWA and analogous state laws require individual permits or coverage under general permits for discharges of storm water runoff from certain types of facilities. CWA jurisdiction depends on the definition of WOTUS. In January 2023, the EPA and the U.S. Army Corps of Engineers (the “Corps”) issued a final rule that based the definition of WOTUS on a pre-2015 definition, which never took effect before being replaced in 2020. Separately, in May 2023, the U.S. Supreme Court’s decision in Sackett v. EPA narrowed federal jurisdiction over wetlands to “traditional navigable waters” and wetlands or other waters that have a “continuous surface connection” with or are otherwise indistinguishable from traditional navigable water. In September 2023, the EPA and the Corps published a direct-to-final rule that conforms the regulatory definition of WOTUS to the Supreme Court’s May 2023 decision in Sackett. However, litigation opposing the September 2023 final rule remains ongoing and substantial uncertainty exists with respect to future implementation of the September 2023 rule and the scope of CWA jurisdiction more generally. Any expansion to CWA jurisdiction could impact areas where oil and gas operations are conducted. Some states also maintain groundwater protection programs that require permits for discharges or operations that may impact groundwater conditions. In 2021, the United States Supreme Court held that the CWA requires a discharge permit if the addition of pollutants through groundwater is the functional equivalent of a direct discharge from the point source into navigable waters. Costs may be associated with the treatment of wastewater and/or developing and implementing storm water pollution prevention plans. 

The CAA, CWA and comparable state statutes provide for civil, criminal and administrative penalties for unauthorized discharges of oil and other pollutants and impose liability on parties responsible for those discharges, for the costs of cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release.

The underground injection of oil and natural gas wastes are regulated by the Underground Injection Control program authorized by the Safe Drinking Water Act.  The primary objective of injection well operating requirements is to ensure the mechanical integrity of the injection apparatus and to prevent migration of fluids from the injection zone into underground sources of drinking water.  Substantially all of the oil and natural gas production in which we have interest is developed from unconventional sources that require hydraulic fracturing as part of the completion process. Hydraulic fracturing involves the injection of water, sand and chemicals under pressure into the formation to stimulate gas production. Legislation to amend the Safe Drinking Water Act to repeal the exemption for hydraulic fracturing from the definition of “underground injection” and

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require federal permitting and regulatory control of hydraulic fracturing, as well as legislative proposals to require disclosure of the chemical constituents of the fluids used in the fracturing process, were proposed but not passed in recent sessions of Congress. The EPA, however, has issued guidance on permitting hydraulic fracturing that uses fluids containing diesel fuel under the Underground Injection Control (“UIC”) program, specifically as “Class II” UIC wells, and prohibits the discharge of wastewater from onshore unconventional oil and natural gas extraction facilities to publicly owned wastewater treatment plants.

Scrutiny of hydraulic fracturing activities continues in other ways.  The federal government continues to study hydraulic fracturing’s potential impacts.  Several states, including states where we have properties, have also proposed or adopted legislative or regulatory restrictions on hydraulic fracturing.  A number of municipalities in other states, including Colorado and Texas, have attempted to enact bans on hydraulic fracturing. We cannot predict whether any other legislation will ever be enacted and if so, what its provisions would be.  If additional levels of regulation and permits were required through the adoption of new laws and regulations at the federal or state level, it could lead to delays, increased operating costs and process prohibitions that would materially adversely affect our revenue and results of operations.

The National Environmental Policy Act (“NEPA”) establishes a national environmental policy and goals for the protection, maintenance and enhancement of the environment and provides a process for implementing these goals within federal agencies.  A major federal agency action having the potential to significantly impact the environment requires review under NEPA.  Many of the activities of our third-party operating partners are covered under NEPA. Some activities are subject to robust NEPA review which could lead to delays and increased costs that could materially adversely affect our revenues and results of operations. Other activities are covered under categorical exclusions which results in a shorter NEPA review process. In October 2021, the Biden Administration proposed a Phase 1 rule to undo 2020 changes to NEPA enacted under the Trump Administration. The Phase 1 rule is the first of two planned rules to roll back the 2020 rule and was finalized in April, 2022. The Phase 1 Final Rule generally restores certain regulatory provisions that were in effect prior to the 2020 rule, affecting the assessment of projects ranging from oil and gas leasing to development on public and Indian lands. Additionally, in September 2023, the Biden Administration announced that federal agencies will be directed to consider the Social Cost of GHGs in agency budgeting, procurement, and other agency decisions, including in environmental reviews conducted pursuant to NEPA, where appropriate.

Climate Change

In the United States, no comprehensive federal climate change legislation regulating GHG emissions or directly imposing a price on carbon has been implemented to date; however, efforts have been made and continue to be made in the international community toward the adoption of international treaties or protocols that would address global climate change issues, and the Biden Administration has indicated willingness to pursue new climate change legislation, executive actions or other regulatory initiatives to limit GHG emissions. These include rejoining the Paris Agreement treaty on climate change in 2021, issuing several executive orders to address climate change, the U.S. Methane Emissions Reduction Action Plan, a commitment to cut greenhouse gas emissions 50-52 percent of 2005 levels by 2030, and participation in the Global Methane Pledge, a pact that aims to reduce global methane emissions at least 30% below 2020 levels by 2030. Since its formal launch at the 26th United Nations Conference of the Parties (“COP”), over 150 countries have joined the pledge. At the 27th COP, President Biden announced the EPA’s supplemental proposed rule to reduce methane emissions from existing oil and gas sources and agreed, in conjunction with the European Union and a number of other partner countries, to develop standards for monitoring and reporting methane emissions to help create a market for low methane-intensity natural gas. At the 28th COP, member countries agreed to the first “global stocktake” which calls on countries to contribute to global efforts, including a tripling of renewable energy capacity and doubling energy efficiency improvements by 2030; accelerating efforts towards the phase-down of unabated coal power; phasing out inefficient fossil fuel subsidies; and transitioning away from fossil fuels in energy systems.

Additionally, on March 21, 2022, the SEC issued a proposed rule regarding the enhancement and standardization of mandatory climate-related disclosures for investors. The proposed rule would require registrants to include certain climate-related disclosures in their registration statements and periodic reports, including, but not limited to, information about the registrant’s governance of climate-related risks and relevant risk management processes; climate-related risks that are reasonably likely to have a material impact on the registrant’s business, results of operations or financial condition and their actual and likely climate-related impacts on the registrant’s business strategy, model and outlook; climate-related targets, goals and transition plan (if any); certain climate-related financial statement metrics in a note to their audited financial statements; Scope 1 and Scope 2 GHG emissions; and Scope 3 GHG emissions and intensity, if material, or if the registrant has set a GHG emissions reduction target, goal or plan that includes Scope 3 GHG emissions. Although the proposed rule’s ultimate date of effectiveness and the final form and substance of these requirements is not yet known and the ultimate scope and impact on our business is uncertain, compliance with the proposed rule, if finalized, may result in increased legal, accounting and financial

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compliance costs, make some activities more difficult, time-consuming and costly, and place strain on our personnel, systems and resources.

Further, legislative and regulatory initiatives are underway to that purpose. The Inflation Reduction Act of 2022 (“IRA”), signed into law in August 2022, appropriates significant federal funding for renewable energy initiatives and, for the first time ever, imposes a fee on GHG emissions from certain oil and gas sources and facilities. To implement the program, the IRA requires revisions to GHG reporting regulations for petroleum and natural gas systems (Subpart W) by 2024. In July 2023, the EPA proposed to expand the scope of the Greenhouse Gas Reporting Program for petroleum and natural gas facilities, as required by the IRA. Among other things, the proposed rule would expand the emissions events that are subject to reporting requirements to include “other large release events” and apply reporting requirements to certain new sources and sectors. The rule is expected to be finalized in the spring of 2024 and become effective on January 1, 2025 in advance of the deadline for GHG reporting for 2024 (March 2025). The fee imposed under the Methane Emissions and Waste Reduction Incentive Program for 2024 would be $900 per ton emitted over annual methane emissions thresholds, and would increase to $1,200 in 2025, and $1,500 in 2026. The emissions fee and funding provisions of the law could increase operating costs within the oil and gas industry and accelerate a transition away from fossil fuels, which could in turn adversely affect our business and results of operations. The U.S. Congress has also considered legislation that would control GHG emissions through a “cap and trade” program and several states have already implemented programs to reduce GHG emissions.  Additionally, following the U.S. Supreme Court finding that GHG emissions fall within the CAA definition of an “air pollutant,” the EPA has adopted regulations that, among other things, establish construction and operating permit review for GHG emissions from certain large stationary sources, require the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources, and together with the United States Department of Transportation, implement GHG emissions limits on vehicles manufactured for operation in the United States. The EPA has also finalized rules in December 2023 intended to reduce methane emissions from new and existing oil and gas sources and in January 2024, the Biden Administration announced a temporary pause on pending decisions on exports of liquified natural gas to non-free trade agreement countries until the Department of Energy can update the underlying analyses for authorizations, including an assessment of the impact of GHG emissions. Furthermore, many state and local leaders have intensified or stated their intent to intensify efforts to support international climate commitments and treaties, in addition to considering or enacting laws requiring the disclosure of climate-related information and developing programs that are aimed at reducing GHG emissions by means of cap and trade programs, carbon taxes or encouraging the use of renewable energy or alternative low-carbon fuels.

In 2014, Colorado was the first state in the nation to adopt rules to control methane emissions from oil and gas facilities. In 2016, the EPA revised and expanded NSPS, also known as Subpart OOOOa, to include final rules to curb emissions of methane, a greenhouse gas, from new, reconstructed and modified oil and gas sources. Previously, already existing NSPS regulated VOCs, and controlling VOCs also had the effect of controlling methane, because natural gas leaks emit both compounds. However, by explicitly regulating methane as a separate air pollutant, the 2016 regulations were a statutory predicate to propose regulating emissions from existing oil and gas facilities. In 2021, President Biden issued Executive Order 13990, Protecting Public Health and the Environment and Restoring Science to Tackle the Climate Crisis. In furtherance of this EO, in November 2021, EPA proposed rules to regulate methane emissions from the oil and natural gas industry, including, for the first time, reductions from certain upstream and midstream existing oil and gas sources under Subparts OOOOa and OOOOb. These regulations also expanded controls to reduce methane emissions, such as enhancement of leak detection and repair provisions. In November 2022, the EPA issued a proposed rule supplementing the November 2021 proposed rules, removing an emissions monitoring exemption for small wellhead-only sites and creating a new third-party monitoring program to flag large emissions events. In December 2023, the EPA announced a final rule, which, among other things, requires the phase out of routine flaring of natural gas from newly constructed wells (with some exceptions) and routine leak monitoring at all well sites and compressor stations. Notably, the EPA updated the applicability date for certain Subparts OOOOb and OOOOc to December 6, 2022, meaning that sources constructed prior to that date will be considered existing sources with later compliance deadlines under state plans. The final rule gives states, along with federal tribes that wish to regulate existing sources, two years to develop and submit their plans for reducing methane emissions from existing sources. The final emissions guidelines under Subpart OOOOc provide three years from the plan submission deadline for existing sources to comply. The Pipeline and Hazardous Materials Safety Administration (“PHMSA”) and the Department of Interior continue to focus on regulatory initiatives to control methane emissions from upstream and midstream equipment. To the extent that these regulations or initiatives remain in place and to the extent that our third-party operating partners are required to further control methane emissions, such controls could impact our business.

In addition, our third-party operating partners are required to report their GHG emissions under CAA rules.  Because regulation of GHG emissions continues to evolve, further regulatory, legislative and judicial developments are likely to occur.  Such developments may affect how these GHG initiatives will impact us.  Moreover, while the U.S. Supreme Court held in its 2011 decision American Electric Power Co. v. Connecticut that, with respect to claims concerning GHG emissions, the federal common law of nuisance was displaced by the CAA, the Court left open the question of whether tort claims against sources of

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GHG emissions alleging property damage may proceed under state common law. There thus remains some litigation risk for such claims.  Due to the uncertainties surrounding the regulation of and other risks associated with GHG emissions, we cannot predict the financial impact of related developments on us.

Human Capital Resources

As of December 31, 2023, we had 38 full time employees. We may hire additional personnel as appropriate.  We may also use the services of independent consultants and contractors to perform various professional services. 

We strive to attract, develop and retain the best talent and spend considerable time and resources to advance the professional development and security of our workforce. We operate on the fundamental philosophy that people are our most valuable asset, as every person who works for us has the potential to impact our success. We believe employees choose working at the Company in part due to our engaging culture, competitive compensation and benefits, and professional development opportunities. To attract and retain the best talent, we provide our employees a comprehensive total rewards program. In addition to competitive salaries, we offer both short and long-term incentive compensation; company-matched 401(k) contributions; company-paid premiums for health, dental and vision insurance, short and long-term disability insurance, and life insurance; and company-supported health savings accounts and flexible spending accounts. We offer many additional programs to support the wellness of our workforce, including an onsite fitness center at our executive offices and a flexible paid time off and vacation policy.

We recognize the importance of investing in our employees’ professional development, and are committed to ensuring that all employees are prepared for every aspect of their day-to-day roles. We have a multi-year rotational analyst development program, to ensure that we are hiring and developing new talent and offering cross-functional exposure and learning experience. This program was designed with the intent of developing an internally trained pool of future leaders that have a wholistic view of our systems, processes and operations. We also support employees’ seeking to further their professional development through appropriate external educational programs, and offer tuition reimbursement benefits for various extended educational learning opportunities.

We are committed to providing a workplace environment free of discrimination and harassment, where all individuals are treated with respect and dignity, can contribute fully, and have equal opportunities. We value and strive to treat all employees, consultants, vendors, contractors, service providers, and business partners equally. We prohibit discrimination or harassment on the basis of any grounds prohibited by law. We are committed to maintaining employment practices based on equal opportunity for all employees and providing a safe and productive working environment for all employees. Our policies and practices are designed to support diversity of thought, perspective, sexual orientation, gender, gender identity and expression, race, ethnicity, culture and professional experience, among others.

Office Locations

Our executive offices are located at 4350 Baker Road, Suite 400, Minnetonka, Minnesota 55343.  Our office space consists of 24,641 square feet of leased space.  We believe our current office space is sufficient to meet our needs and that additional office space can be obtained if necessary.

Organizational Background

On May 9, 2018, we filed articles of conversion with the Secretary of State of the State of Minnesota and filed a certificate of conversion with the Secretary of State of the State of Delaware changing our jurisdiction of incorporation from Minnesota to Delaware (the “Reincorporation”). The Reincorporation was approved by our stockholders at a special meeting held on May 8, 2018. Upon the Reincorporation, each outstanding certificate representing shares of the Minnesota corporation’s common stock was deemed, without any action by the holders thereof, to represent the same number and class of shares of our company’s common stock.  As of May 9, 2018, the rights of our stockholders began to be governed by Delaware General Corporation Law (the “DGCL”) and our Delaware certificate of incorporation and bylaws.

Available Information – Reports to Security Holders

Our website address is www.noginc.com. We make available on this website, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports as soon as reasonably practicable after we electronically file those materials with, or furnish those materials to, the SEC. Electronic filings with the SEC are also available on the SEC internet website at www.sec.gov.

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We have also posted to our website our Bylaws, Audit Committee Charter, Compensation Committee Charter, Governance, Nominating and ESG Committee Charter, Executive Committee Charter, Acquisition Committee Charter, Corporate Governance Guidelines, Code of Business Conduct and Ethics, Insider Trading Policy and Clawback Policy, in addition to all pertinent company contact information.

In certain circumstances, we may post information, such as presentation materials and press releases, to our corporate website, www.noginc.com, or our investor relations website to expedite public access to information regarding the Company in lieu of making a filing with the SEC for first disclosure of the information. When permissible, we expect to continue to do so without also providing disclosure of this information through filings with the SEC.

Where we have included internet addresses in this Annual Report on Form 10-K, we have included those internet addresses as inactive textual references only. Except as specifically incorporated by reference into this Annual Report on Form 10-K, information on those websites is not part hereof.

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Item 1A. Risk Factors

In addition to the other information contained in this Annual Report on Form 10-K, the following risk factors should be considered in evaluating our business and future prospects. Note that additional risks not presently known to us or that are currently considered immaterial may also have a negative impact on our business and operations. If any of the events or circumstances described below actually occurs, our business, financial condition or results of operations could suffer and the trading price of our common stock could decline.

Summary of Risk Factors

We believe that the risks associated with our business, and consequently the risks associated with an investment in our equity or debt securities, fall within the following categories:

•Risks Related to Our Business and the Oil, Natural Gas and NGL Industry

◦As a producer of oil and natural gas, there are many risks inherent in our primary business operations. These risks are not necessarily unique to us. Rather, these are risks that most participants in our industry have at least some exposure to and relate to matters such as: drilling and completion operations; reserves estimates; gathering, processing, marketing and transportation; weather and seasonality, including the physical effects of climate change; hedging and commodity price derivatives; and information technology and cybersecurity.

◦Given that our primary source of revenue is the sale of oil, natural gas and NGLs, one of our most material risks is the commodity market and the prices of oil, natural gas and NGLs, which are often volatile.

◦As a non-operator, we have only participated in wells operated by third parties, and thus rely extensively on third parties for the success of our business.

◦Our acquisition strategy subjects us to risks relating to evaluation, integration and growth in connection with past and potential future acquisitions.

•Risks Related to Our Financing and Indebtedness

◦Our operations are capital intensive. Pressures on the market as a whole, or our specific financial position – whether due to depressed commodity prices, our leverage, our credit ratings or otherwise – could make it difficult for us to obtain the funding necessary to conduct our operations.

◦Our existing and future debt obligations carry risks related to liquidity, operating and financial restrictions, debt service obligations, and related matters.

◦The capped call transactions may affect the value of the Convertible Notes and our common stock.

◦We are subject to counterparty performance risk with respect to the capped call transactions.

◦The Convertible Notes may have a material effect on our reported financial results.

◦The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.

•Risks Related to Legal, Regulatory and Environmental Matters

◦There are many environmental, energy, financial, real property and other regulations that we and/or third-party operators of our wells are required to comply with in the context of conducting our operations, otherwise, we may be exposed to fines, penalties, investigations, litigation or other legal proceedings.

◦Negative public perception of the oil and natural gas industry, future climate change legislation or regulation, increasing consumer demand for alternatives to oil and natural gas, or other climate-related transition risks could adversely impact our earnings, cash flows and financial position.

•Risks Related to Our Common Stock

◦Our capital structure, as well as our certificate of incorporation, bylaws, and Delaware state law, subject our stockholders to risk of ownership dilution, loss of market value, and other risks.

◦Any payment of future dividends will be at the discretion of our board of directors and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations. Investors may be forced to rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize a return on their investment.

We describe these and other risks in much greater detail below.

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Risks Related to Our Business and the Oil, Natural Gas and NGL Industry

Oil and natural gas prices are volatile. Extended declines in oil and natural gas prices have adversely affected, and could in the future adversely affect, our business, financial position, results of operations and cash flow.

The oil and natural gas markets are very volatile, and we cannot predict future oil and natural gas prices. Oil and natural gas prices have fluctuated significantly, including periods of rapid and material decline, in recent years. The prices we receive for our oil and natural gas production heavily influence our production, revenue, cash flows, profitability, reserve bookings and access to capital. Although we seek to mitigate volatility and potential declines in commodity prices through derivative arrangements that hedge a portion of our expected production, this merely seeks to mitigate (not eliminate) these risks, and such activities come with their own risks.

The prices we receive for our production and the levels of our production depend on numerous factors beyond our control.  These factors include, but are not limited to, the following:

•changes in global supply and demand for oil and natural gas;

•the actions of OPEC and other major oil producing countries, such as Russia, relating to oil price and production levels, including announcements of potential changes to such levels;

•worldwide and regional economic, political and social conditions impacting the global supply and demand for oil and natural gas, which may be driven by various risks including war, terrorism, political unrest, or health epidemics;

•the price and quantity of imports of foreign oil and natural gas;

•the uncertainty in capital and commodities markets and the ability of oil and gas producers to access capital;

•increased focus by the investment community on sustainability practices in the oil and natural gas industry;

•political and economic conditions, including embargoes, in oil-producing countries or affecting other oil-producing activity;

•the outbreak of military hostilities, including the ongoing conflict between Russia and Ukraine and the destabilizing effect such conflict continues to pose for the European continent or the global oil and natural gas markets, as well as the ongoing conflict in Israel and the surrounding region;

•the level of global oil and natural gas exploration, production activity and inventories;

•changes in U.S. energy policy;

•weather conditions, chronic and acute climatic events associated with the effects of global climate change, and outbreak of disease;

•technological advances affecting energy consumption;

•the development, exploitation and market acceptance of alternative energy sources as part of a transition to a lower carbon economy;

•domestic and foreign governmental taxes, tariffs and/or regulations;

•proximity and capacity of oil and natural gas pipelines and other transportation facilities;

•the price and availability of competitors’ supplies of oil and natural gas in captive market areas; and

•the price and availability of alternative fuels.

These factors and the volatility of the energy markets make it extremely difficult to predict oil and natural gas prices. A substantial or extended decline in oil or natural gas prices, such as the significant and rapid decline that occurred in 2020, has resulted in and could result in future impairments of our proved oil and natural gas properties and may materially and adversely affect our future business, financial condition, results of operations, liquidity or ability to finance planned capital expenditures. To the extent commodity prices received from production are insufficient to fund planned capital expenditures, we may be required to reduce spending or borrow or issue additional equity to cover any such shortfall. Lower oil and natural gas prices may limit our ability to comply with the covenants under our Revolving Credit Facility (or other debt instruments) and/or limit our ability to access borrowing availability thereunder, which is dependent on many factors including the value of our proved reserves.

Drilling for and producing oil, natural gas and NGLs are high risk activities with many uncertainties that could adversely affect our financial condition or results of operations.

Our operators’ drilling activities are subject to many risks, including the risk that they will not discover commercially productive reservoirs.  Drilling for oil or natural gas can be uneconomical, not only from dry holes, but also from productive wells that do not produce sufficient revenues to be commercially viable.  In addition, drilling and producing operations on our acreage may be curtailed, delayed or canceled by our operators as a result of other factors, including:

•declines in oil or natural gas prices;

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•infrastructure limitations, such as the gas gathering and processing constraints experienced in the Williston Basin in 2019;

•the high cost, shortages or delays of equipment, materials and services;

•unexpected operational events, pipeline ruptures or spills, adverse weather conditions, facility malfunctions or title problems;

•compliance with environmental and other governmental requirements;

•regulations, restrictions, moratoria and bans on hydraulic fracturing;

•unusual or unexpected geological formations;

•environmental hazards, such as oil, natural gas or well fluids spills or releases, pipeline or tank ruptures and discharges of toxic gas;

•fires, blowouts, craterings and explosions;

•uncontrollable flows of oil, natural gas or well fluids; and

•pipeline capacity curtailments.

In addition to causing curtailments, delays and cancellations of drilling and producing operations, many of these events can cause substantial losses, including personal injury or loss of life, damage to or destruction of property, natural resources and equipment, pollution, environmental contamination, loss of wells and regulatory penalties. We ordinarily maintain insurance against various losses and liabilities arising from our operations; however, insurance against all operational risks is not available to us.  Additionally, we may elect not to obtain insurance if we believe that the cost of available insurance is excessive relative to the perceived risks presented.  Losses could therefore occur for uninsurable or uninsured risks or in amounts in excess of existing insurance coverage.  The occurrence of an event that is not fully covered by insurance could have a material adverse impact on our business activities, financial condition and results of operations.

Due to previous declines in oil and natural gas prices, we have in the past taken significant writedowns of our oil and natural gas properties.  We may be required to record further writedowns of our oil and natural gas properties in the future.

In 2020, we were required to write down the carrying value of certain of our oil and natural gas properties, and further writedowns could be required in the future.  Under the full cost method of accounting, capitalized oil and gas property costs less accumulated depletion and net of deferred income taxes may not exceed an amount equal to the present value, discounted at 10%, of estimated future net revenues from proved oil and gas reserves plus the cost of unproved properties not subject to amortization (without regard to estimates of fair value), or estimated fair value, if lower, of unproved properties that are subject to amortization. Should capitalized costs exceed this ceiling, an impairment would be recognized. Depending on future commodity price levels, the trailing twelve-month average price used in the ceiling calculation may decline, which could cause additional future write downs of our oil and natural gas properties. In addition to commodity prices, our production rates, levels of proved reserves, future development costs, transfers of unevaluated properties and other factors will determine our actual ceiling test calculation and impairment analysis in future periods.

Our estimated reserves are based on many assumptions that may prove to be inaccurate. Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.

Determining the amount of oil and natural gas recoverable from various formations involves significant complexity and uncertainty.  No one can measure underground accumulations of oil or natural gas in an exact way.  Oil and natural gas reserve engineering requires subjective estimates of underground accumulations of oil and/or natural gas and assumptions concerning future oil and natural gas prices, production levels, and operating, exploration and development costs.  Some of our reserve estimates are made without the benefit of a lengthy production history and are less reliable than estimates based on a lengthy production history.  As a result, estimated quantities of proved reserves and projections of future production rates and the timing of development expenditures may prove to be inaccurate.

We routinely make estimates of oil and natural gas reserves in connection with managing our business and preparing reports to our lenders and investors, including in some cases estimates prepared by our internal reserve engineers and professionals that are not reviewed or audited by an independent reserve engineering firm.  We make these reserve estimates using various assumptions, including assumptions as to oil and natural gas prices, development schedules, drilling and operating expenses, capital expenditures, taxes and availability of funds.  Some of these assumptions are inherently subjective, and the accuracy of our reserve estimates relies in part on the ability of our management team, reserve engineers and other advisors to make accurate assumptions.  Any significant variance from these assumptions by actual figures could greatly affect our estimates of reserves, the economically recoverable quantities of oil, natural gas and NGLs attributable to any particular group of properties, the classifications of reserves based on risk of recovery, and estimates of the future net cash flows.  Numerous changes over time to the assumptions on which our reserve estimates are based result in the actual quantities of oil, natural gas and NGLs we ultimately recover being different from our reserve estimates.  Any significant variance could

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materially affect the estimated quantities and present value of reserves shown in this Annual Report on Form 10-K, subsequent reports we file with the SEC or other company materials. 

Our future success depends on our ability to replace reserves that our operators produce.

Because the rate of production from oil and natural gas properties generally declines as reserves are depleted, our future success depends upon our ability to economically find or acquire and produce additional oil and natural gas reserves.  Except to the extent that we acquire additional properties containing proved reserves, conduct successful exploration and development activities or, through engineering studies, identify additional behind-pipe zones or secondary recovery reserves, our proved reserves will decline as our reserves are produced.  We have added significant net wells and production from wellbore-only acquisitions, where we don’t hold the underlying leasehold interest that would entitle us to participate in future wells. Future oil and natural gas production, therefore, is highly dependent upon our level of success in acquiring or finding additional reserves that are economically recoverable.  We cannot assure you that we will be able to find or acquire and develop additional reserves at an acceptable cost.

We may acquire significant amounts of unproved property to further our development efforts.  Development and exploratory drilling and production activities are subject to many risks, including the risk that no commercially productive reservoirs will be discovered.  We seek to acquire both proved and producing properties as well as undeveloped acreage that we believe will enhance growth potential and increase our earnings over time.  However, we cannot assure you that all of these properties will contain economically viable reserves or that we will not abandon our initial investments.  Additionally, we cannot assure you that unproved reserves or undeveloped acreage that we acquire will be profitably developed, that new wells drilled on our properties will be productive or that we will recover all or any portion of our investments in our properties and reserves.

The present value of future net cash flows from our proved reserves is not necessarily the same as the current market value of our estimated proved reserves.

We base the estimated discounted future net cash flows from our proved reserves using specified pricing and cost assumptions. However, actual future net cash flows from our oil and natural gas properties will be affected by factors such as the volume, pricing and duration of our oil and natural gas hedging contracts; actual prices we receive for oil, natural gas and NGLs; our actual operating costs in producing oil, natural gas and NGLs; the amount and timing of our capital expenditures; the amount and timing of actual production; and changes in governmental regulations or taxation. In addition, the 10% discount factor we use when calculating discounted future net cash flows may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with us or the oil and natural gas industry in general. Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves, which could adversely affect our business, results of operations and financial condition.

Our business depends on third-party transportation and processing facilities and other assets that are owned by third parties.

The marketability of our oil and natural gas depends in part on the availability, proximity and capacity of pipeline systems, processing facilities, oil trucking fleets and rail transportation assets owned by third parties. The lack of available capacity on these systems and facilities, whether as a result of proration, growth in demand outpacing growth in capacity, physical damage, scheduled maintenance, legal or other reasons such as suspension of service due to legal challenges (see below regarding the Dakota Access Pipeline), could result in a substantial increase in costs, declines in realized commodity prices, the shut-in of producing wells or the delay or discontinuance of development plans for our properties. In recent periods, we experienced significant delays and production curtailments, and declines in realized natural gas prices, that we believe were due in part to gas gathering and processing constraints in the Williston Basin. The negative effects arising from these and similar circumstances may last for an extended period of time. In many cases, operators are provided only with limited, if any, notice as to when these circumstances will arise and their duration. In addition, our wells may be drilled in locations that are serviced to a limited extent, if at all, by gathering and transportation pipelines, which may or may not have sufficient capacity to transport production from all of the wells in the area. As a result, we rely on third-party oil trucking to transport a significant portion of our production to third-party transportation pipelines, rail loading facilities and other market access points. In addition, concerns about the safety and security of oil and gas transportation by pipeline may result in public opposition to pipeline development and increased regulation of pipelines by PHMSA, and therefore less capacity to transport our products by pipeline.

The Dakota Access Pipeline (“DAPL”), a major pipeline transporting crude oil from the Williston Basin, is subject to ongoing litigation (the “DAPL Litigation”) that could threaten its continued operation. In July 2020, a federal district court ordered DAPL to be shut down pending the completion of an environmental impact statement (“EIS”) to determine whether the

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DAPL poses a threat to the Missouri River and drinking water supply of the Standing Rock Sioux Reservation. The temporary shutdown order was overturned by the U.S. Court of Appeals in August 2020. DAPL currently remains in operation while the U.S. Army Corps of Engineers (“USACE”) conducts the EIS, which was released in draft form in September 2023 and was open for public comment until mid-December 2023. The date that the final EIS will be published is not yet known. Following completion of the EIS, the USACE will determine whether to grant DAPL an easement to cross the Missouri River or to shut down the pipeline, unless the U.S. Supreme Court overturns the lower courts’ order to conduct the EIS. Moreover, the EIS and/or the USACE’s easement decision may subsequently be challenged in court. As a result, a shut-down remains possible, and there is no guarantee that DAPL will be permitted to continue operations following the completion of the EIS and/or the DAPL Litigation. Any significant curtailment in gathering system or pipeline capacity, or the unavailability of sufficient third-party trucking or rail capacity, could adversely affect our business, results of operations and financial condition.

Certain of our undeveloped leasehold acreage is subject to leases that will expire over the next several years unless production is established or operations are commenced on units containing the acreage or the leases are extended.

A significant portion of our acreage is not currently held by production or held by operations.  Unless production in paying quantities is established or operations are commenced on units containing these leases during their terms, the leases will expire.  If our leases expire and we are unable to renew the leases, we will lose our right to participate in the development of the related properties.  Drilling plans for these areas are generally in the discretion of third-party operators and are subject to change based on various factors that are beyond our control, such as: the availability and cost of capital, equipment, services and personnel; seasonal conditions; regulatory and third-party approvals; oil, NGL and natural gas prices; results of title work; gathering system and other transportation constraints; drilling costs and results; and production costs.  As of December 31, 2023, we estimate that we had leases that were not developed that represented 8,442 net acres potentially expiring in 2024, 5,896 net acres potentially expiring in 2025, 1,595 net acres potentially expiring in 2026, 1,746 net acres potentially expiring in 2027, and 7,571 net acres potentially expiring in 2028 and beyond.

Seasonal weather conditions adversely affect operators’ ability to conduct drilling activities in some of the areas where our properties are located.

Seasonal weather conditions can limit drilling and producing activities and other operations in some of our operating areas and as a result, a significant portion of the drilling on our properties is generally performed during the summer and fall months. These seasonal constraints can pose challenges for meeting well drilling objectives and increase competition for equipment, supplies and personnel during the summer and fall months, which could lead to shortages and increase costs or delay operations. Additionally, many municipalities impose weight restrictions on the paved roads that lead to jobsites due to the muddy conditions caused by spring thaws. This could limit access to jobsites and operators’ ability to service wells in these areas.

We are subject to physical risks arising from climate change, which may have a negative impact on our business and results of operations.

Most scientists have concluded that increasing concentrations of GHG in the earth’s atmosphere may produce significant physical effects on weather conditions, such as increased frequency and severity of storms, extreme temperatures, droughts and floods, among other climatic phenomena. If any such effects were to occur, they could adversely affect or delay demand for oil and natural gas products or cause us or our third party operators to incur significant costs in preparing for, or responding to, the effects of climatic events themselves, which may not be fully insured. Energy needs could increase or decrease as a result of extreme weather conditions depending on the duration and magnitude of any such climate changes. A decrease in energy use due to weather changes may affect our financial condition through decreased revenues. To the extent the frequency of extreme weather events increases, this could impact our business in various ways, including damage to operators’ facilities at our properties or increased insurance premiums. Potential adverse effects on our third party operators could also include disruption of their production activities and supply chain. Any of these effects could have an adverse effect on our business, results of operations and financial condition.

As a non-operator, our development of successful operations relies extensively on third parties, which could have a material adverse effect on our results of operation.

We have only participated in wells operated by third parties.  The success of our business operations depends on the timing of drilling activities and success of our third-party operators.  If our operators are not successful in the development, exploitation, production and exploration activities relating to our leasehold interests, or are unable or unwilling to perform, our financial condition and results of operation would be materially adversely affected.

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These risks are heightened in a low commodity price environment, which may present significant challenges to our operators.  The challenges and risks faced by our operators may be similar to or greater than our own, including with respect to their ability to service their debt, remain in compliance with their debt instruments and, if necessary, access additional capital.  Commodity prices and/or other conditions have in the past and may in the future cause oil and gas operators to file for bankruptcy.  The insolvency of an operator of any of our properties, the failure of an operator of any of our properties to adequately perform operations or an operator’s breach of applicable agreements could reduce our production and revenue and result in our liability to governmental authorities for compliance with environmental, safety and other regulatory requirements, to the operator’s suppliers and vendors and to royalty owners under oil and gas leases jointly owned with the operator or another insolvent owner.  Finally, an operator of our properties may have the right, if another non-operator fails to pay its share of costs because of its insolvency or otherwise, to require us to pay our proportionate share of the defaulting party’s share of costs.

Our operators will make decisions in connection with their operations (subject to their contractual and legal obligations to other owners of working interests), which may not be in our best interests. We may have no ability to exercise influence over the operational decisions of our operators, including the setting of capital expenditure budgets and drilling locations and schedules. Dependence on our operators could prevent us from realizing our target returns for those locations.  The success and timing of development activities by our operators will depend on a number of factors that will largely be outside of our control, including oil and natural gas prices and other factors generally affecting the industry operating environment; the timing and amount of capital expenditures; their expertise and financial resources; approval of other participants in drilling wells; selection of technology; and the rate of production of reserves, if any.

The inability of one or more of our operating partners to meet their obligations to us may adversely affect our financial results.

Our principal exposures to credit risk are through receivables resulting from the sale of our oil and natural gas production, which operating partners market on our behalf to energy marketing companies, refineries and their affiliates. We are subject to credit risk due to the concentration of our oil and natural gas receivables with a limited number of operating partners.  This concentration may impact our overall credit risk since these entities may be similarly affected by changes in economic and other conditions.  A low commodity price environment may strain our operating partners, which could heighten this risk.  The inability or failure of our operating partners to meet their obligations to us or their insolvency or liquidation may adversely affect our financial results.

Continuing or worsening inflationary issues 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.

Inflation has been an ongoing concern in the U.S. since 2021. Ongoing inflationary pressures have resulted in and may result in additional increases to the costs of goods, services and personnel, which in turn cause our capital expenditures and operating costs to rise. Sustained levels of high inflation caused the U.S. Federal Reserve to increase the federal funds interest rate by 5.25% between March 2022 and December 2023 in an effort to curb inflationary pressure on the costs of goods and services. While inflationary pressures in the United States’ economy have begun to subside, we continue to be impacted by the increased federal funds interest rate, which could additionally have the effects of raising the cost of capital and depressing economic growth, either of which (or the combination thereof) could hurt the financial and operating results of our business. To the extent elevated inflation remains, we may experience further cost increases for our operations.

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.

An increase in commodity prices or other factors could result in increased development activity and investment in our areas of operations, which may increase competition for and cost of equipment, labor and supplies.  Shortages of, or increasing costs for, experienced drilling crews and equipment, labor or supplies could restrict our operating partners’ ability to conduct desired or expected operations. In addition, capital and operating costs in the oil and natural gas industry have generally risen during periods of increasing commodity prices as producers seek to increase production in order to capitalize on higher commodity prices.  In situations where cost inflation exceeds commodity price inflation, our profitability and cash flow, and our operators’ ability to complete development activities as scheduled and on budget, may be negatively impacted.  Any delay in the drilling of new wells or significant increase in drilling costs could reduce our revenues and cash flows.

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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.

Approximately 31% of our estimated net proved reserves volumes were classified as proved undeveloped as of December 31, 2023. Development of these reserves may take longer and require higher levels of capital expenditures than we currently anticipate.  Delays in the development of our reserves or increases in costs to drill and develop such reserves will reduce the PV-10 value of our estimated proved undeveloped reserves and future net revenues estimated for such reserves and may result in some projects becoming uneconomic.  In addition, delays in the development of reserves could cause us to have to reclassify our proved reserves as unproved reserves.

Our acquisition strategy will subject us to certain risks associated with the inherent uncertainty in evaluating properties for which we have limited information.

We intend to continue to expand our operations in part through acquisitions.  Our decision to acquire a property will depend in part on the evaluation of data obtained from production reports and engineering studies, geophysical and geological analyses and seismic and other information, the results of which are often inconclusive and subject to various interpretations.  Also, our reviews of acquired properties are inherently incomplete because it generally is not economically feasible to perform an in-depth review of the individual properties involved in each acquisition.  Even a detailed review of records and properties may not necessarily reveal existing or potential problems, nor will it permit us to become sufficiently familiar with the properties to assess fully their deficiencies and potential. Inspections are often not performed on properties being acquired, and environmental matters, such as subsurface contamination, are not necessarily observable even when an inspection is undertaken. Any acquisition involves other potential risks, including, among other things:

•the validity of our assumptions about reserves, future production, revenues and costs;

•a decrease in our liquidity by using a significant portion of our cash from operations or borrowing capacity to finance acquisitions;

•a significant increase in our interest expense or financial leverage if we incur additional debt to finance acquisitions;

•the ultimate value of any contingent consideration agreed to be paid in an acquisition;

•dilution to stockholders if we use equity as consideration for, or to finance, acquisitions;

•the assumption of unknown liabilities, losses or costs for which we are not indemnified or for which our indemnity is inadequate;

•an inability to hire, train or retain qualified personnel to manage and operate our growing business and assets; and

•an increase in our costs or a decrease in our revenues associated with any potential royalty owner or landowner claims or disputes, or other litigation encountered in connection with an acquisition.

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 ability to achieve the anticipated benefits of our recent or any future acquisitions will depend in part upon whether we can integrate the acquired assets into our existing business in an efficient and effective manner. We may not be able to accomplish this integration process successfully. The successful acquisition of producing properties requires an assessment of several factors, including:

•recoverable reserves;

•future oil and natural gas prices and their appropriate differentials;

•availability and cost of transportation of production to markets;

•availability and cost of drilling equipment and of skilled personnel;

•development and operating costs including access to water and potential environmental and other liabilities; and

•regulatory, permitting and similar matters.

The accuracy of these assessments is inherently uncertain. In connection with these assessments, we have performed reviews of the subject properties that we believe to be generally consistent with industry practices. The reviews are based on our analysis of historical production data, assumptions regarding capital expenditures and anticipated production declines without review by an independent petroleum engineering firm. Data used in such reviews are typically furnished by the seller or obtained from publicly available sources. Our review may not reveal all existing or potential problems or permit us to fully assess the deficiencies and potential recoverable reserves for all of the acquired properties, and the reserves and production related to the acquired properties may differ materially after such data is reviewed by an independent petroleum engineering firm or further by us. Inspections will not always be performed on every well, and environmental problems are not necessarily observable even when an inspection is undertaken. Even when problems are identified, the seller may be unwilling or unable to

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provide effective contractual protection against all or a portion of the underlying deficiencies. We are often not entitled to contractual indemnification for environmental liabilities and acquire properties on an “as is” basis, and, as is the case with certain liabilities associated with the assets acquired in our recent acquisitions, we are entitled to indemnification for only certain environmental liabilities. The integration process may be subject to delays or changed circumstances, and we can give no assurance that our recently acquired assets will perform in accordance with our expectations or that our expectations with respect to integration or cost savings as a result of such acquisitions will materialize.

Our future results will suffer if we do not effectively manage our expanded operations.

As a result of our recent acquisitions, the size and geographic footprint of our business has increased. Our future success will depend, in part, upon our ability to manage this expanded business, which may pose substantial challenges for management, including challenges related to the management and monitoring of new operations and basins and associated increased costs and complexity. We may also face increased scrutiny from governmental authorities as a result of the increase in the size of our business. There can be no assurances that we will be successful or that we will realize the expected benefits currently anticipated from our recent acquisitions.

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 success depends heavily upon the continued contributions of those members of our management team whose knowledge, relationships with industry participants, leadership and technical expertise would be difficult to replace.  In particular, our ability to successfully acquire additional properties, to increase our reserves, to participate in drilling opportunities and to identify and enter into commercial arrangements depends on developing and maintaining close working relationships with industry participants.  In addition, our ability to select and evaluate suitable properties and to consummate transactions in a highly competitive environment is dependent on our management team’s knowledge and expertise in the industry.  To continue to develop our business, we rely on our management team’s knowledge and expertise in the industry and will use our management team’s relationships with industry participants to enter into strategic relationships. The members of our management team may terminate their employment with our company at any time.  If we were to lose members of our management team, we may not be able to replace the knowledge or relationships that they possess and our ability to execute our business plan could be materially harmed.

Deficiencies of title to our leased interests could significantly affect our financial condition.

We typically do not incur the expense of a title examination prior to acquiring oil and natural gas leases or undivided interests in oil and natural gas leases or other developed rights. If an examination of the title history of a property reveals that an oil or natural gas lease or other developed rights have been purchased in error from a person who is not the owner of the mineral interest desired, our interest would substantially decline in value or be eliminated. In such cases, the amount paid for such oil or natural gas lease or leases or other developed rights may be lost. It is generally our practice not to incur the expense of retaining lawyers to examine the title to the mineral interest to be acquired.  Rather, we typically rely upon the judgment of oil and natural gas lease brokers or landmen who perform the fieldwork in examining records in the appropriate governmental or county clerk’s office before attempting to acquire a lease or other developed rights in a specific mineral interest.

Prior to drilling an oil or natural gas well, however, it is the normal practice in the oil and natural gas industry for the person or company acting as the operator of the well to obtain a preliminary title review of the spacing unit within which the proposed oil or natural gas well is to be drilled to ensure there are no obvious deficiencies in title to the well. Frequently, as a result of such examinations, certain curative work must be done to correct deficiencies in the marketability of the title, such as obtaining affidavits of heirship or causing an estate to be administered. Such curative work entails expense, and the operator may elect to proceed with a well despite defects to the title identified in the preliminary title opinion.  Furthermore, title issues may arise at a later date that were not initially detected in any title review or examination.  Any one or more of the foregoing could require us to reverse revenues previously recognized and potentially negatively affect our cash flows and results of operations.  Our failure to obtain perfect title to our leaseholds may adversely affect our current production and reserves and our ability in the future to increase production and reserves.

We conduct business in a highly competitive industry.

The oil and natural gas industry is highly competitive. The key areas in respect of which we face competition include: acquisition of assets offered for sale by other companies; access to capital (debt and equity) for financing and operational

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purposes; purchasing, leasing, hiring, chartering or other procuring of equipment by our operators that may be scarce; and employment of qualified and experienced skilled management and oil and natural gas professionals.

Competition in our markets is intense and depends, among other things, on the number of competitors in the market, their financial resources, their degree of geological, geophysical, engineering and management expertise and capabilities, their pricing policies, their ability to develop properties on time and on budget, their ability to select, acquire and develop reserves and their ability to foster and maintain relationships with the relevant authorities.

Our competitors also include those entities with greater technical, physical and financial resources. Finally, companies and certain private equity firms not previously investing in oil and natural gas may choose to acquire reserves to establish a firm supply or simply as an investment. Any such companies will also increase market competition which may directly affect us. If we are unsuccessful in competing against other companies, our business, results of operations, financial condition or prospects could be materially adversely affected.

Our derivatives activities could adversely affect our cash flow, results of operations and financial condition.

To achieve more predictable cash flows and reduce our exposure to adverse fluctuations in the price of oil and natural gas, we enter into derivative instrument contracts for a portion of our expected production, which may include swaps, collars, puts and other structures.  In accordance with applicable accounting principles, we are required to record our derivatives at fair market value, and they are included on our balance sheet as assets or liabilities and in our statements of income as gain (loss) on derivatives, net.  Accordingly, our earnings may fluctuate significantly as a result of changes in the fair market value of our derivative instruments. In addition, while intended to mitigate the effects of volatile oil and natural gas prices, our derivatives transactions may limit our potential gains and increase our potential losses if oil and natural gas prices were to rise substantially over the price established by the hedge.

Our actual future production may be significantly higher or lower than we estimate at the time we enter into derivative contracts for such period. If the actual amount of production is higher than we estimate, we will have greater commodity price exposure than we intended. If the actual amount of production is lower than the notional amount that is subject to our derivative financial instruments, we might be forced to satisfy all or a portion of our derivative transactions without the benefit of the cash flow from our sale of the underlying physical commodity, resulting in a substantial diminution of our liquidity. As a result of these factors, our hedging activities may not be as effective as we intend in reducing the volatility of our cash flows, and in certain circumstances may actually increase the volatility of our cash flows.  In addition, such transactions may expose us to the risk of loss in certain circumstances, including instances in which a counterparty to our derivative contracts is unable to satisfy its obligations under the contracts; our production is less than expected; or there is a widening of price differentials between delivery points for our production and the delivery point assumed in the derivative arrangement.

Decommissioning costs are unknown and may be substantial.  Unplanned costs could divert resources from other projects.

We may become responsible for costs associated with plugging, abandoning and reclaiming wells, pipelines and other facilities that we use for production of oil and natural gas reserves.  Abandonment and reclamation of these facilities and the costs associated therewith is often referred to as “decommissioning.”  We accrue a liability for decommissioning costs associated with our wells, but have not established any cash reserve account for these potential costs in respect of any of our properties.  If decommissioning is required before economic depletion of our properties or if our estimates of the costs of decommissioning exceed the value of the reserves remaining at any particular time to cover such decommissioning costs, we may have to draw on funds from other sources to satisfy such costs.  The use of other funds to satisfy such decommissioning costs could impair our ability to focus capital investment in other areas of our business.

We depend on computer and telecommunications systems, and failures in our systems or cyber security attacks could significantly disrupt our business operations.

We have entered into agreements with third parties for hardware, software, telecommunications and other information technology services in connection with our business. In addition, we have developed or may develop proprietary software systems, management techniques and other information technologies incorporating software licensed from third parties. It is possible that we, or these third parties, could incur interruptions from cyber security attacks, computer viruses or malware, or that third-party service providers could cause a breach of our data. We believe that we have positive relations with our related vendors and maintain adequate anti-virus and malware software and controls; however, any interruptions to our arrangements with third parties for our computing and communications infrastructure or any other interruptions to, or breaches of, our information systems could lead to data corruption, communication interruption, loss of sensitive or confidential information or otherwise significantly disrupt our business operations. Although we utilize various procedures and controls to monitor these

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threats and mitigate our exposure to such threats, there can be no assurance that these procedures and controls will be sufficient in preventing security threats from materializing. Furthermore, various third-party resources that we rely on, directly or indirectly, in the operation of our business (such as pipelines and other infrastructure) could suffer interruptions or breaches from cyber-attacks or similar events that are entirely outside our control, and any such events could significantly disrupt our business operations and/or have a material adverse effect on our results of operations. To our knowledge we have not experienced any material losses relating to cyber-attacks; however, there can be no assurance that we will not suffer material losses in the future.

Our business is subject to climate-related transition risks, including evolving climate change legislation, fuel conservation measures, technological advances and negative shift in market perception towards the oil and natural gas industry could result in increased operating expenses and capital costs, financial risks and potential reduction in demand for oil and natural gas.

Combating the effects of climate change continues to attract considerable attention in the United States and internationally, including from regulators, legislators, companies in a variety of industries, financial market participants and other stakeholders. This focus, together with changes in consumer and industrial/commercial behavior, preferences and attitudes with respect to the generation and consumption of energy, petroleum products and the use of products manufactured with, or powered by, petroleum products, may in the long-term result in (i) the enactment of climate change-related regulations, policies and initiatives (at the government, regulator, corporate and/or investor community levels), including alternative energy requirements, new fuel consumption standards, energy conservation and emissions reductions measures and responsible energy development, (ii) technological advances with respect to the generation, transmission, storage and consumption of energy (e.g., wind, solar and hydrogen power, smart grid technology and battery technology, increasing efficiency) and (iii) increased availability of, and increased consumer and industrial/commercial demand for, alternative energy sources and products manufactured with, or powered by, alternative energy sources (e.g., electric vehicles and renewable residential and commercial power supplies).

Climate change legislation and regulatory initiatives may arise from a variety of sources, including international, national, regional and state levels of government and associated administrative bodies, seeking to monitor, restrict or regulate existing emissions of GHGs, such as carbon dioxide and methane, as well as to restrict or eliminate future emissions. Accordingly, our business and operations, and those of our operating partners, are subject to executive, regulatory, political and financial risks associated with oil and natural gas services and products and the emission of GHGs. Any legislation or regulatory programs related to climate change could increase our costs and require substantial capital, compliance, operating and maintenance costs, and reduce demand for oil and natural gas products and services. See further discussion in the risk factor further below entitled “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.”

Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil and natural gas, technological advances in fuel economy and energy generation devices, and the increased competitiveness of alternative energy sources could reduce demand for oil and natural gas. Additionally, the increased competitiveness of alternative energy sources (such as electric vehicles, wind, solar, geothermal, tidal, fuel cells and biofuels) could reduce demand for oil and natural gas and, therefore, our revenues. Such developments may also adversely impact, among other things, the availability to operators at our properties of necessary third-party services and facilities that they rely on or impact the market prices of or our operating partners’ access to raw materials, which may adversely affect our ability to successfully carry out our business strategy.

Additionally, certain segments of the investor community have recently expressed negative sentiment towards investing in the oil and natural gas industry. Climate change-related developments in particular may result in negative perceptions of the traditional oil and gas industry and, in turn, reputational risks associated with exploration and production activities. There have been efforts in recent years, for example, to influence the investment community, including investment advisors, insurance companies and certain sovereign wealth, pension and endowment funds and other groups, by promoting divestment of fossil fuel equities and pressuring lenders to limit funding and insurance underwriters to limit coverages to companies engaged in the extraction of fossil fuel reserves. Financial institutions may elect in the future to shift some or all of their investment into non-fossil fuel related sectors. There is also a risk that financial institutions may be required to adopt policies that have the effect of reducing the funding provided to the fossil fuel sector. Some investors, including certain pension funds, university endowments and family foundations, have stated policies to reduce or eliminate their investments in the oil and natural gas sector based on social and environmental considerations. With the continued volatility in oil and natural gas prices, and the possibility that interest rates will rise in the near term, increasing the cost of borrowing, certain investors have emphasized capital efficiency and free cash flow from earnings as key drivers for energy companies, especially shale producers.

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This may also result in a reduction of available capital funding for potential development projects, further impacting our future financial results.

Increasing attention to climate change may also result in additional governmental investigations, private litigation against us, operational delays or restrictions, increased operating costs, and additional regulatory burdens. For example, claims have been made against certain companies in the energy industry alleging that GHG emissions from oil and natural gas operations constitute a public nuisance under federal and/or state common law, or alleging that the companies have been aware of the adverse effects of climate change for some time but failed to adequately disclose such impacts to their investors or customers. As a result, private individuals or public entities may seek to enforce environmental laws and regulations against us and could allege personal injury, property damages or other liabilities. While our business is not a party to any such litigation, we could be named in actions making similar allegations. An unfavorable ruling in any such case could significantly impact our operations and could have an adverse impact on our financial condition. Moreover, governmental authorities exercise considerable discretion in the timing and scope of permit issuance and the public may engage in the permitting process, including through intervention in the courts. Negative public perception in relation to climate change or other environmental matters could cause the permits our operating partners need to conduct their operations to be withheld, delayed or burdened by requirements that restrict our ability to profitably conduct our business.

Ultimately, any legislation, regulatory programs, technological advances or social pressures related to climate change could increase our operating and compliance costs, reduce demand for oil and natural gas services and products, together with a change in investor sentiment, may have a material adverse effect on our business, financial condition, results of operations and cash flows. Furthermore, if we are unable to achieve the desired level of capital efficiency or free cash flow within the timeframe expected by the market, our stock price may be adversely affected.

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.

In recent years, companies across all industries are facing increasing scrutiny from stakeholders related to their ESG and sustainability practices. Failure or a perception (whether or not valid) of failure to implement our ESG strategy or achieve sustainability goals we have set could damage our reputation, causing our investors or other stakeholders to lose confidence in our company, and negatively impact our operations. There can be no assurance that we will be able to accomplish any announced goals, initiatives, commitments or objectives related to our ESG strategy, as statements regarding the same reflect our current plans and aspirations and are not guarantees that we will be able to achieve them within the timelines we announce, or at all. We may determine in our discretion that it is not feasible or practical to implement or complete certain of our ESG goals, initiatives, policies or procedures based on cost, timing or other considerations. Our continuing efforts to research, establish, accomplish and accurately report on the implementation of our ESG strategy, including any ESG goals, may also create additional operational risks and expenses and expose us to reputational, legal and other risks. Moreover, while we create and publish voluntary disclosures regarding ESG matters from time to time, some of the statements in those voluntary disclosures may be based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESG matters. The occurrence of any of the foregoing could have a material adverse effect on our business and financial condition.

Further, our business and growth opportunities require us to have strong relationships with various key stakeholders, including our stockholders, employees, suppliers, customers, local communities and others. We may face pressures from stakeholders, many of whom are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability while at the same time remaining a successfully operating public company. If we do not successfully manage expectations across these varied stakeholder interests, it could erode our stakeholder trust and thereby affect our brand and reputation. Such erosion of confidence could negatively impact our business through decreased demand and growth opportunities, delays in projects, increased legal action and regulatory oversight, adverse press coverage and other adverse public statements, difficulty hiring and retaining top talent, difficulty obtaining necessary approvals and permits from governments and regulatory agencies on a timely basis and on acceptable terms and difficulty securing investors and access to capital.

In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions and thus unfavorable ESG ratings could have a negative impact on our stock price and our access to and costs of capital.

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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.

Availability under our Revolving Credit Facility is subject to a borrowing base, with scheduled semiannual (April 1 and October 1) and other elective borrowing base redeterminations based upon, among other things, projected revenues from, and asset values of, the oil and natural gas properties securing the Revolving Credit Facility. The lenders under the Revolving Credit Facility can unilaterally adjust the borrowing base and the borrowings permitted to be outstanding under our Revolving Credit Facility. Reductions in estimates of our producing oil, NGL and natural gas reserves could result in a reduction of our borrowing base thereunder. The same could also arise from other factors, including but not limited to lower commodity prices or production; inability to drill or unfavorable drilling results; changes in crude oil, NGL and natural gas reserve engineering; increased operating and/or capital costs; or other factors affecting our lenders’ ability or willingness to lend (including factors that may be unrelated to our company). Any significant reduction in our borrowing base could result in a default under current and/or future debt instruments, negatively impact our liquidity and our ability to fund our operations and, as a result, could have a material adverse effect on our financial position, results of operation and cash flow. Further, if the outstanding borrowings under our Revolving Credit Facility were to exceed the borrowing base as a result of any such redetermination, we could be required to repay the excess. If we do not have sufficient funds and we are otherwise unable to arrange new financing, we may have to sell significant assets or take other actions to address. Any such sale or other actions could have a material adverse effect on 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.

Our Revolving Credit Facility, the indenture the “2028 Notes Indenture” governing our 8.125% senior notes due 2028 (the “Senior Notes due 2028”), and the indenture the “2031 Notes Indenture” and, together with the 2028 Notes Indenture, the “Senior Notes Indentures”) governing our 8.750% senior notes due 2031 (the “Senior Notes due 2031” and, together with the Senior Notes due 2028, the “Senior Notes”), and any future indebtedness we incur may contain a number of restrictive covenants that will impose significant operating and financial restrictions on us, including restrictions on our ability to, among other things: declare or pay any dividend or make any other distributions on, purchase or redeem our equity interests or purchase or redeem certain debt; make loans or certain investments; make certain acquisitions and investments; incur or guarantee additional indebtedness or issue certain types of equity securities; incur liens; transfer or sell assets; create subsidiaries; consolidate, merge or transfer all or substantially all of our assets; and engage in transactions with our affiliates. In addition, the Revolving Credit Facility requires us to maintain compliance with certain financial covenants and other covenants. As a result of these covenants, we could be limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs.

Our ability to comply with some of the covenants and restrictions may be affected by events beyond our control. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired. A failure to comply with the covenants, ratios or tests in our Revolving Credit Facility or any other indebtedness could result in an event of default under our Revolving Credit Facility or our other indebtedness, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations. If an event of default under our Revolving Credit Facility occurs and remains uncured, the lenders thereunder would not be required to lend any additional amounts to us; could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable; may have the ability to require us to apply all of our available cash to repay these borrowings; and may prevent us from making debt service payments under our other agreements.

An event of default or an acceleration under our Revolving Credit Facility could result in an event of default and an acceleration under other existing or future indebtedness. Conversely, an event of default or an acceleration under any other existing or future indebtedness could result in an event of default and an acceleration under our Revolving Credit Facility. In addition, our obligations under the Revolving Credit Facility are collateralized by perfected liens and security interests on substantially all of our assets and if we default thereunder the lenders could seek to foreclose on our assets.

We may not be able to generate enough cash flow to meet our debt obligations.

We expect our earnings and cash flow to vary significantly from year to year due to the cyclical nature of our industry.  As a result, the amount of debt that we can service in some periods may not be appropriate for us in other periods.  Additionally, our future cash flow may be insufficient to meet our debt obligations and commitments. Any insufficiency could negatively impact our business.  A range of economic, competitive, business and industry factors will affect our future financial

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performance, and, as a result, our ability to generate cash flow from operations and to pay our debt.  Many of these factors, such as oil and natural gas prices, economic and financial conditions in our industry and the global economy or competitive initiatives of our competitors, are beyond our control.

If we do not generate enough cash flow from operations to satisfy our debt obligations, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt; selling assets; reducing or delaying capital investments; or seeking to raise additional capital. However, we cannot assure you that undertaking alternative financing plans, if necessary, would allow us to meet our debt obligations.  Our inability to generate sufficient cash flow to satisfy our debt obligations, or to obtain alternative financing, could materially and adversely affect our business, financial condition, results of operations and prospects.

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.

Holders of our common stock are only entitled to receive such cash dividends as our board of directors, in its sole discretion, may declare out of funds legally available for such payments. On August 1, 2023, our board of directors declared a cash dividend on our common stock in the amount of $0.38 per share. The dividend was paid on October 31, 2023 to stockholders of record as of the close of business on September 28, 2023. On October 30, 2023, our board of directors declared a cash dividend on our common stock in the amount of $0.40 per share. The dividend was paid on January 31, 2024 to stockholders of record as of the close of business on December 28, 2023. On February 5, 2024, our board of directors declared a cash dividend on our common stock in the amount of $0.40 per share. The dividend is payable on April 30, 2024 to stockholders of record as of the close of business on March 28, 2024. We cannot assure you, however, that we will pay dividends in the future in the current amounts or at all. Our board of directors may change the timing and amount of any future dividend payments or eliminate the payment of future dividends to our common stockholders at its discretion, without notice to our stockholders. Any future determination relating to our dividend policy will be dependent on a variety of factors, including our financial condition, earnings, legal requirements, our general liquidity needs, and other factors that our board of directors deems relevant. Our ability to declare and pay dividends to our stockholders is subject to certain laws, regulations, and policies, including minimum capital requirements and, as a Delaware corporation, we are subject to certain restrictions on dividends under the DGCL. Under the DGCL, our board of directors may not authorize payment of a dividend unless it is either paid out of our surplus, as calculated in accordance with the DGCL, or if we do not have a surplus, it is paid out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Finally, our ability to pay dividends to our stockholders may be limited by covenants in any debt agreements that we are currently a party to, including our Revolving Credit Facility and the Senior Notes Indentures, or may enter into in the future. As a consequence of these various limitations and restrictions, we may not be able to make, or may have to reduce or eliminate at any time, the payment of dividends on our common stock. If as a result, we are unable to pay dividends, investors may be forced to rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize a return on their investment. Any change in the level of our dividends or the suspension of the payment thereof could have a material adverse effect on the market price of our common stock.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under our Revolving Credit Facility bear interest at variable rates and expose us to interest rate risk. If interest rates increase and we are unable to effectively hedge our interest rate risk, our debt service obligations on the variable rate indebtedness would increase even if the amount borrowed remained the same, and our net income and cash available for servicing our indebtedness would decrease.

We may be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial indebtedness.

We may be able to incur substantial additional indebtedness in the future, subject to certain limitations, including under our Revolving Credit Facility, the Senior Notes Indentures and under any future debt agreements.  If new debt is added to our current debt levels, the related risks that we now face could increase.  Our level of indebtedness could, for instance, prevent us from engaging in transactions that might otherwise be beneficial to us or from making desirable capital expenditures.  This could put us at a competitive disadvantage relative to other less leveraged competitors that have more cash flow to devote to their operations.  In addition, the incurrence of additional indebtedness could make it more difficult to satisfy our existing financial obligations.

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Our business plan requires significant capital expenditures, which we may be unable to obtain on favorable terms or at all.

Our exploration, development and acquisition activities require substantial capital expenditures. Historically, we have funded our capital expenditures through a combination of cash flow from operations, borrowings under our credit facilities, debt issuances, and equity issuances. Cash reserves, cash from operations and borrowings under our Revolving Credit Facility may not be sufficient to fund our continuing operations and business plan and goals.  We may require additional capital and we may be unable to obtain such capital if and when required. If our access to capital were limited due to numerous factors, which could include a decrease in operating cash flow due to lower oil and natural gas prices or decreased production or deterioration of the credit and capital markets, we would have a reduced ability to develop our properties, replace our reserves and pursue our business plan and goals. We may not be able to incur additional debt under our Revolving Credit Facility, issue debt or equity, engage in asset sales or access other methods of financing on acceptable terms or at all. If the amount of capital we are able to raise from financing activities, together with our cash from operations, is not sufficient to satisfy our capital requirements, we may not be able to implement our business plan and may be required to scale back our operations, sell assets at unattractive prices or obtain financing on unattractive terms, any of which could adversely affect our business, results of operations and financial condition.

The capped call transactions may affect the value of the Convertible Notes and our common stock.

In connection with the pricing of our 3.625% convertible senior notes due 2029 (the “Convertible Notes”), we entered into privately negotiated capped call transactions relating to such notes with the option counterparties. The capped call transactions relating to the Convertible Notes cover, subject to customary adjustments, the number of shares of our common stock that initially underlie such notes. The capped call transactions are expected generally to reduce the potential dilution to our common stock upon any conversion of the Convertible Notes and/or offset any potential cash payments we are required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.

The option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions prior to the maturity of the Convertible Notes (and are likely to do so during any observation period related to a conversion of such notes). This activity could also cause or avoid an increase or a decrease in the market price of our common stock or the Convertible Notes, which could affect a holder’s ability to convert their Convertible Notes and, to the extent the activity occurs following conversion or during any observation period related to a conversion of the Convertible Notes, it could affect the amount and value of the consideration that a holder will receive upon conversion of such notes.

The potential effect, if any, of these transactions and activities on the market price of our common stock or the Convertible Notes will depend in part on market conditions and cannot be ascertained at this time. Any of these activities could adversely affect the value of our common stock and the value of the Convertible Notes (and as a result, the amount and value of the consideration that a holder would receive upon the conversion of the Convertible Notes) and, under certain circumstances, a holder’s ability to convert their Convertible Notes.

We do not make any representation or prediction as to the direction or magnitude of any potential effect that the transactions described above may have on the price of the Convertible Notes or our common stock. In addition, we do not make any representation that the option counterparties or their respective affiliates will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

We are subject to counterparty risk with respect to the capped call transactions, and the capped call may not operate as planned.

The option counterparties to the capped call transactions are financial institutions, and we will be subject to the risk that one or more of the option counterparties may default or otherwise fail to perform, or may exercise certain rights to terminate their obligations, under the capped call transactions. Our exposure to the credit risk of the option counterparties will not be secured by any collateral. Global economic conditions have from time to time resulted in the actual or perceived failure or financial difficulties of many financial institutions. If an option counterparty to one or more capped call transactions becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under our transactions with that option counterparty. Our exposure will depend on many factors but, generally, the increase in our exposure will be correlated with increases in the market price or the volatility of our common stock. In addition, upon a default or other failure to perform, or a termination of obligations, by an option counterparty, we may

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suffer adverse tax consequences and more dilution than we currently anticipate with respect to our common stock. We can provide no assurances as to the financial stability or viability of any option counterparty.

In addition, the capped call transactions are complex, and they may not operate as planned. For example, the terms of the capped call transactions may be subject to adjustment, modification or, in some cases, renegotiation if certain corporate or other transactions occur. Accordingly, these transactions may not operate as we intend if we are required to adjust their terms as a result of transactions in the future or upon unanticipated developments that may adversely affect the functioning of the capped call transactions.

The Convertible Notes may have a material effect on our reported financial results.

We will be required to record a greater amount of non-cash interest expense in current and future periods as a result of the amortization of the debt issuance costs for the Convertible Notes. We will report lower net income (or greater net loss) in our financial results because generally accepted accounting principles in the United States (“GAAP”) requires interest to include both the current period’s amortization of the debt issuance costs and the instrument’s coupon interest, which could adversely affect our reported or future financial results, the market price of our common stock and the trading price of the Convertible Notes.

In addition, because we have the ability to settle the Convertible Notes, upon conversion, by paying or delivering cash equal to the principal amount of the obligation and common stock for amounts over the principal amount, the shares issuable upon conversion of the Convertible Notes are accounted for using the if-converted method and, as such, are not included in the calculation of diluted earnings per share except to the extent that the conversion value of the Convertible Notes exceeds their principal amount. Further, under the if-converted method, the dilutive shares are computed assuming the maximum dilutive impact. We cannot be sure that we will be able to continue to demonstrate the ability to settle the Convertible Notes in cash or that the accounting standards will continue to permit the use of the if-converted method. If we are unable to use the if-converted method in accounting for the shares issuable upon conversion of the Convertible Notes, our diluted earnings per share could be adversely affected.

The conditional conversion feature of the Convertible Notes, if triggered, could adversely affect our financial position and liquidity.

In the event the conditional conversion feature of the Convertible Notes is triggered, holders of Convertible Notes will be entitled to convert such notes at any time during specified periods at their option. If one or more holders elect to convert their Convertible Notes, we would be required to settle any converted principal amount of such Convertible Notes through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their Convertible Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Convertible Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

Provisions in the indenture governing the Convertible Notes could delay or prevent an otherwise beneficial takeover of us.

Certain provisions in the indenture governing the Convertible Notes could make a third-party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a fundamental change, then noteholders will have the right to require us to repurchase their notes for cash. In addition, if a takeover constitutes a make-whole fundamental change, then we may be required to temporarily increase the conversion rate. In either case, and in other cases, our obligations under the notes and the indenture could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that noteholders or holders of our common stock may view as favorable.

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Risks Related to Legal and Regulatory Matters

The current presidential administration, acting through the executive branch and/or in coordination with Congress, already has ordered or proposed, and 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.

We are affected by the adoption of laws, regulations and policy directives that, for economic, environmental protection or other policy reasons, could curtail exploration and development drilling for oil and gas. For example, in January 2021, President Biden signed an Executive Order directing the U.S. Department of the Interior (“DOI”) to temporarily pause new oil and gas leases on federal lands and waters pending completion of a comprehensive review of the federal government’s existing oil and gas leasing and permitting program. In June 2021, a federal district court enjoined the DOI from implementing the pause and leasing resumed subject to certain limitations. In August 2022, the U.S. Court of Appeals vacated and remanded the federal district court’s decision to block the pause on new oil and gas leasing, and the federal district court shortly thereafter enjoined the DOI from implementing the pause in the thirteen states that had challenged the pause. Litigation over leasing remains ongoing. Additionally, in July 2023, DOI announced a proposed rule to revise outdated fiscal terms of the onshore federal oil and gas leasing program, including for bonding requirements, royalty rates and minimum bids, with a final rule expected in April 2024. As a result, it is difficult to predict if and when such areas may be made available for future exploration activities. In addition, in November 2021, the EPA proposed a new rule that would impose more stringent methane emissions standards for new and modified sources in the oil and gas industry, and to regulate existing sources in the oil and gas industry for the first time. In November, 2022, the EPA issued the proposed rule supplementing the November 2021 proposed rule. Among other things, the November 2022 supplemental proposed rule removes an emissions monitoring exemption for small wellhead-only sites and creates a new third-party monitoring program to flag large emissions events, referred to in the proposed rule as “super emitters.” In December 2023, the EPA announced a final rule, which, among other things, requires the phase out of routine flaring of natural gas from newly constructed wells (with some exceptions) and routine leak monitoring at all well sites and compressor stations. Further, in September 2021, President Biden publicly announced the Global Methane Pledge, an international pact that aims to reduce global methane emissions to at least 30% below 2020 levels by 2030. These efforts, among others, are intended to support the Biden Administration’s stated goal of addressing climate change. Potential actions of Congress include imposing more restrictive laws and regulations pertaining to permitting, limitations on GHG emissions, increased requirements for financial assurance and bonding for decommissioning liabilities, and carbon taxes. Any of these executive, administrative or Congressional actions could adversely affect our financial condition and results of operations by restricting the lands available for development and/or access to permits required for such development, or by imposing additional and 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.

We have net operating loss (“NOL”) carryforwards that we may use to offset against taxable income for U.S. federal income tax purposes.  At December 31, 2023, we had an estimated NOL carryforward of approximately $573.0 million for U.S. federal income tax purposes. In general, under Section 382 of the Internal Revenue Code of 1986, as amended (the “IRC”), a corporation that undergoes an “ownership change” can be subject to limitations on the use of its NOLs to offset future taxable income. We underwent an “ownership change” during 2018 and, as a result, the use of our existing NOL carryforwards is subject to limitations under Section 382, which are generally determined by multiplying the value of our stock at the time of the ownership change by the applicable long-term tax exempt rate as defined in Section 382 of the IRC. See Note 10 to our financial statements. Future changes in our stock ownership, some of which are outside of our control, could result in an additional ownership change under Section 382 of the IRC.

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.

From time to time, legislation has been proposed that would, if enacted into law, make significant changes to U.S. tax laws, including certain key U.S. federal income tax provisions currently available to oil and gas companies. Such legislative changes have included, but have not been limited to, (i) the repeal of the percentage depletion allowance for natural gas and oil properties, (ii) the elimination of current deductions for intangible drilling and development costs, and (iii) an extension of the amortization period for certain geological and geophysical expenditures. Although these provisions were largely unchanged in recent federal tax legislation such as the IRA, Congress could consider, and could include, some or all of these proposals as part of future tax reform legislation. Moreover, other more general features of any additional tax reform legislation, including changes to cost recovery rules, may be developed that also would change the taxation of oil and gas companies. It is unclear whether these or similar changes will be enacted in future legislation and, if enacted, how soon any such changes could take effect. The passage of any legislation as a result of these proposals or any similar changes in U.S. federal income tax laws could

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eliminate or postpone certain tax deductions that currently are available with respect to oil and gas development or increase costs, and any such changes could have an adverse effect on our financial position, results of operations and cash flows.

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.

The tax laws, rules and regulations that affect the operation of our assets in the Marcellus Shale formation are subject to change. For example, Pennsylvania’s governor has in past legislative sessions proposed legislation to impose a state severance tax on the extraction of natural resources, including natural gas produced from the Marcellus Shale formation, either in replacement of or in addition to the existing state impact fee. Pennsylvania’s legislature has not thus far advanced any of the governor’s severance tax proposals; however, severance tax legislation may continue to be proposed in future legislative sessions. Any such tax increase or change could adversely impact our earnings, cash flows and financial position as it relates to these assets.

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.

We are subject to taxes by U.S. federal, state and local tax authorities. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including changes in the valuation of our deferred tax assets and liabilities, expected timing and amount of the release of any tax valuation allowances, or changes in tax laws, regulations or interpretations thereof. In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal, state and local taxing authorities. Outcomes from these audits could have an adverse effect on 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 various complex and evolving U.S. federal and state income taxes. U.S. federal, state and local tax laws, policies, statutes, rules, regulations or ordinances could be implemented, interpreted, changed, modified or applied adversely to us, in each case, possibly with retroactive effect. For example, on August 16, 2022, the Inflation Reduction Act (“IRA”) was signed into federal law. The IRA introduced, among other things, a new Corporate Alternative Minimum Tax (“CAMT”) which is a minimum tax based on financial statement income that applies to “applicable corporations.” CAMT is effective for tax years beginning in 2023. The Company is not subject to CAMT in 2023 but once we reach the applicable financial statement income thresholds, which we expect to occur no earlier than 2025, the CAMT rules could increase tax compliance complexity and uncertainty and result in additional administrative costs and income tax liabilities.

A new 1% U.S. federal excise tax could be imposed on us in connection with repurchases of our shares by us.

On August 16, 2022, the IRA was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of shares by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations occurring after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new share issuances against the fair market value of shares repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. On December 27, 2022, the U.S. Department of the Treasury (the “Treasury”) issued a notice that it intends to publish proposed regulations addressing the application of the excise tax (the “Notice”). To provide taxpayers with interim guidance, the Notice describes certain rules upon which taxpayers are generally entitled to rely until publication of the proposed regulations.

Whether and to what extent we could be subject to the excise tax in connection with repurchases of our shares will depend on a number of factors, including (i) the fair market value of the repurchase, (ii) the nature and amount of any equity issuances within the same taxable year of the repurchase, and (iii) the content of any future regulations and other guidance issued from the Treasury. The excise tax would cause a reduction in our cash available on hand, which could have a negative impact on our business and operations.

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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.

A portion of our crude oil production is transported to market centers by rail. Derailments in North America of trains transporting crude oil have caused various regulatory agencies and industry organizations, as well as federal, state and municipal governments, to focus attention on transportation by rail of flammable liquids. Any changes to existing laws and regulations, or promulgation of new laws and regulations, including any voluntary measures by the rail industry, that result in new requirements for the design, construction or operation of tank cars used to transport crude oil could increase our costs of doing business and limit our ability to transport and sell our crude oil at favorable prices at market centers throughout the United States, the consequences of which could have a material adverse effect on our financial condition, results of operations and cash flows. In addition, any derailment of crude oil involving crude oil that we have sold or are shipping may result in claims being brought against us that may involve significant liabilities.

Our derivative activities expose us to potential regulatory risks.

The Federal Trade Commission, FERC, and the Commodities Futures Trading Commission (“CFTC”) have statutory authority to monitor certain segments of the physical and futures energy commodities markets.  These agencies have imposed broad regulations prohibiting fraud and manipulation of such markets.  With regard to derivative activities that we undertake with respect to oil, natural gas, NGLs, or other energy commodities, we are required to observe the market-related regulations enforced by these agencies.  Failure to comply with such regulations, as interpreted and enforced, could have a material adverse effect on our business, results of operations and financial condition.

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.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) contains measures aimed at increasing the transparency and stability of the over-the-counter derivatives market and preventing excessive speculation. On January 14, 2021, the CFTC published a final rule imposing position limits for certain futures and options contracts in various commodities (including oil and gas) and for swaps that are their economic equivalents, though certain types of derivative transactions are exempt from these limits, provided that such derivative transactions satisfy the CFTC’s requirements for certain enumerated “bona fide” derivative transactions. The CFTC has also adopted final rules regarding aggregation of positions, under which a party that controls the trading of, or owns ten percent or more of the equity interests in, another party will have to aggregate the positions of the controlled or owned party with its own positions for purposes of determining compliance with position limits unless an exemption applies. These rules may affect both the size of the positions that we may hold and the ability or willingness of counterparties to trade with us, potentially increasing the costs of transactions. Moreover, such changes could materially reduce our access to derivative opportunities, which could adversely affect revenues or cash flow during periods of low commodity prices.

The CFTC also has designated certain interest rate swaps and credit default swaps for mandatory clearing and the associated rules also will require us, in connection with covered derivative activities, to comply with clearing and trade-execution requirements or to take steps to qualify for an exemption to such requirements. Although we believe we qualify for the end-user exception from the mandatory clearing requirements for swaps entered to mitigate its commercial risks, the application of the mandatory clearing and trade execution requirements to other market participants, such as swap dealers, may change the cost and availability of the swaps that we use. If our swaps do not qualify for the commercial end-user exception, or if the cost of entering into uncleared swaps becomes prohibitive, we may be required to clear such transactions. The ultimate effect of these rules and any additional regulations on our business is uncertain.

The full impact of the Dodd-Frank Act and related regulatory requirements on our business will not be known until the regulations are fully implemented and the market for derivatives contracts has adjusted. In addition, it is possible that the Biden Administration could expand regulation of the over-the-counter derivatives market and the entities that participate in that market through either the Dodd-Frank Act or the enactment of new legislation. Regulations issued under the Dodd-Frank Act (including any further regulations implemented thereunder) and any new legislation also may require certain counterparties to our derivative instruments to spin off some of their derivative activities to a separate entity, which may not be as creditworthy as the current counterparty. Such legislation and regulations could significantly increase the cost of derivative contracts (including from swap recordkeeping and reporting requirements and through requirements to post collateral which could adversely affect our available liquidity), materially alter the terms of derivative contracts, reduce the availability of derivatives to protect against risks we encounter, reduce our ability to monetize or restructure our existing derivative contracts, and increase our exposure to less creditworthy counterparties. We maintain an active hedging program related to commodity price risks.

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Such legislation and regulations could reduce trading positions and the market-making activities of our counterparties. If we reduce our use of derivatives as a result of legislation and regulations or any resulting changes in the derivatives markets, our results of operations may become more volatile and our cash flows may be less predictable, which could adversely affect our ability to plan for and fund capital expenditures or to make payments on our debt obligations. Finally, the Dodd-Frank Act was intended, in part, to reduce the volatility of oil and natural gas prices, which some legislators attributed to speculative trading in derivatives and commodity instruments related to oil and natural gas. Our revenues could therefore be adversely affected if a consequence of the legislation and regulations is to lower commodity prices. Any of these consequences could have a material adverse effect on our business, our financial condition, and our results of operations.

Our business is subject to complex federal, state, local and other laws and regulations that could adversely affect the cost, manner or feasibility of doing business.

Our operational interests, as operated by our third-party operating partners, are regulated extensively at the federal, state, tribal and local levels.  Environmental and other governmental laws and regulations have increased the costs to plan, design, drill, install, operate and abandon oil and natural gas wells.  Under these laws and regulations, our company (either directly or indirectly through our operating partners) could also be liable for personal injuries, property and natural resource damage and other damages.  Failure to comply with these laws and regulations may result in the suspension or termination of our business and subject us to administrative, civil and criminal penalties. Moreover, public interest in environmental protection has increased in recent years, and environmental organizations have opposed, with some success, certain drilling projects.

Part of the regulatory environment in which we do business includes, in some cases, legal requirements for obtaining environmental assessments, environmental impact studies and/or plans of development before commencing drilling and production activities.  In addition, our activities are subject to the regulations regarding conservation practices and protection of correlative rights.  These regulations affect our business and limit the quantity of natural gas we may produce and sell.  A major risk inherent in the drilling plans in which we participate is the need for our operators to obtain drilling permits from state and local authorities.  Delays in obtaining regulatory approvals or drilling permits, the failure to obtain a drilling permit for a well or the receipt of a permit with unreasonable conditions or costs could have a material adverse effect on the development of our properties.  Additionally, the oil and natural gas regulatory environment could change in ways that might substantially increase the financial and managerial costs of compliance with these laws and regulations and, consequently, adversely affect our profitability.  At this time, we cannot predict the effect of this increase on our results of operations.  Furthermore, we may be put at a competitive disadvantage to larger companies in our industry that can spread these additional costs over a greater number of wells and larger operating staff.

Failure to comply with federal, state and local environmental laws and regulations could result in substantial penalties and adversely affect our business.

All phases of the oil and natural gas business can present environmental risks and hazards and are subject to a variety of federal, state and municipal laws and regulations. Environmental laws and regulations, among other things, restrict and prohibit spills, releases or emissions of various substances produced in association with oil and natural gas operations, and require that wells and facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities.  There is risk of incurring significant environmental costs and liabilities as a result of the handling of petroleum hydrocarbons and wastes, air emissions and wastewater discharges related to our business, and historical operations and waste disposal practices.  Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, loss of our leases, incurrence of investigatory or remedial obligations and the imposition of injunctive relief.

Environmental legislation is evolving in a manner we expect may result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs.  The discharge of oil, natural gas or other pollutants into the air, soil or water may give rise to liabilities to governments and third parties and may require us to incur costs to remedy such discharge, regardless of whether we were responsible for the release or contamination and regardless of whether our operating partners met previous standards in the industry at the time they were conducted.  In addition, claims for damages to persons, property or natural resources may result from environmental and other impacts of operations on our properties.  The application of new or more stringent environmental laws and regulations to our business may cause us to curtail production or increase the costs of our production, development or exploration activities.

Federal and state legislative and regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays.

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Hydraulic fracturing involves the injection of water, sand and chemicals under pressure into formations to fracture the surrounding rock and stimulate production. Hydraulic fracturing is used extensively by our third-party operating partners. The hydraulic fracturing process is typically regulated by state oil and natural gas commissions. Any federal or state legislative or regulatory changes with respect to hydraulic fracturing could cause us to incur substantial compliance costs or result in operational delays, and the consequences of any failure to comply by us or our third-party operating partners could have a material adverse effect on our financial condition and results of operations.

In addition, in response to concerns relating to recent seismic events near underground disposal wells used for the disposal by injection of flowback and produced water or certain other oilfield fluids resulting from oil and natural gas activities (so-called “induced seismicity”), regulators in some states have imposed, or are considering imposing, additional requirements in the permitting of produced water disposal wells or otherwise to assess any relationship between seismicity and the use of such wells. States may, from time to time, develop and implement plans directing certain wells where seismic incidents have occurred to restrict or suspend disposal well operations. These developments could result in additional regulation and restrictions on the use of injection wells by our operators to dispose of flowback and produced water and certain other oilfield fluids. Increased regulation and attention given to induced seismicity also could lead to greater opposition to, and litigation concerning, oil and natural gas activities utilizing injection wells for waste disposal. Until such pending or threatened legislation or regulations are finalized and implemented, it is not possible to estimate their impact on our business.

Any of the above risks could impair our ability to manage our business and have a material adverse effect on our operations, cash flows and financial position.

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.

Restrictions on GHG emissions that may be imposed, or the adoption and implementation of regulations that require reporting of GHG emissions or other climate-related information or otherwise seek to limit GHG emissions (including carbon pricing schemes) from our operating partners, could adversely affect our business and the oil and gas industry, including by restricting our ability to execute on our business strategy, requiring additional capital, compliance, operating costs, increasing the cost of oil and natural gas products and services, reducing demand for oil and natural gas products and services, reducing our access to financial markets, or creating greater potential for governmental investigations or litigation. For example, adoption of legislation or regulatory programs to reduce GHG emissions could require us to incur increased operating costs, such as costs to purchase and operate emissions control systems, to acquire emissions allowances or to comply with new regulatory requirements. Such regulatory initiatives could stimulate demand for alternative forms of energy that do not rely on combustion fossil fuels. Legislation or regulations that may be adopted to address climate change could also affect the markets for our products by making our products more or less desirable than competing sources of energy. To the extent that our products are competing with higher GHG emitting energy sources, our products would become more desirable in the market with more stringent limitations on GHG emissions. To the extent that our products are competing with lower GHG emitting energy sources such as solar and wind, our products would become less desirable in the market with more stringent limitations on GHG emissions. We cannot predict with any certainty at this time how these possibilities may affect our operations. Any GHG emissions legislation or regulatory programs applicable to power plants or refineries could also increase the cost of consuming, and potentially reduce demand for, the oil and natural gas we produce. Consequently, legislation and regulatory programs to reduce GHG emissions or that address climate change could have an adverse effect on our business, financial condition and results of operations.

Additionally, the SEC issued a proposed rule in March 2022 that would mandate extensive disclosure of climate-related data, risks and opportunities, including financial impacts, physical and transition risks, related governance and strategy, and GHG emissions, for certain public companies. In part because the proposed rule’s ultimate date of effectiveness and the final form and substance of these requirements is not yet known, we cannot predict the costs of implementation or any potential adverse impacts resulting from the rulemaking. To the extent this rulemaking is finalized as proposed, we could incur increased costs relating to the assessment and disclosure of climate-related risks. In addition, enhanced climate disclosure requirements could accelerate the trend of certain stakeholders and lenders restricting or seeking more stringent conditions with respect to their investments in certain carbon-intensive sectors. See “Item 1. Business—Governmental Regulation and Environmental Matters” and “—Climate Change” for a further discussion of the laws and regulations related to GHGs and of climate change.

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.

We have relied on an exception from the definition of “investment company” under the ICA in order to avoid being subject to the ICA. To the extent the nature of our business or assets change in the future and we do not qualify for another

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exemption or exception under the ICA at such time, we may be required to register as an “investment company” and become subject to regulations thereunder, which would limit our business operations and require us to spend significant resources in order to comply with such regulations. To the extent a regulatory agency determines we do not qualify for exception to the ICA on which we currently rely, we may be deemed to have been in violation of the ICA, the consequences of which would be expected to be significant.

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 authorizes us to issue 135,000,000 shares of common stock, of which 100,761,148 shares were issued and outstanding as of December 31, 2023. Any shares of common stock that we may issue in the future, including securities that are convertible into or exchangeable for, or that represent the right to receive, common stock or substantially similar securities, may dilute the ownership interests of our stockholders. In addition, future issuances of common stock under our Amended and Restated 2018 Equity Incentive Plan or other equity incentive plans that we may adopt in the future, or in connection with an acquisition or otherwise, would also dilute the percentage ownership held by our stockholders. The market price of our common stock could decline as a result of sales or issuances of a large number of shares of our common stock or similar securities in the market or the perception that such sales or issuances could occur.

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.

Our certificate of incorporation authorizes our board of directors to issue preferred stock without any further vote or action by our stockholders. The rights of the holders of our common stock will be subject to the rights of the holders of any preferred stock that may be issued in the future. The issuance of preferred stock could delay, deter or prevent a change in control and could adversely affect the voting power or economic value of our shares. In addition, some provisions of our certificate of incorporation and bylaws could make it more difficult for a third-party to acquire control of us, even if the change of control would be beneficial to our stockholders, including, among others, limitations on the ability of our stockholders to call special meetings, limitations on the ability of our stockholders to act by written consent, and advance notice provisions for stockholders proposals and nominations for elections to the board of directors to be acted upon at meetings of stockholders. Delaware law generally prohibits us from engaging in any business combination with any “interested stockholder,” meaning generally that a stockholder who owns 15% or more of our stock cannot acquire us for a period of three years from the date such stockholder became an interested stockholder, unless various conditions are met.

The availability of shares for sale or other issuance in the future could reduce the market price of our common stock.

Our board of directors has the authority, without action or vote of our stockholders, to issue all or any part of our authorized but unissued shares of common stock, or issue shares of preferred stock, which may be convertible into shares of common stock. In the future, we may issue securities to raise cash for acquisitions, as consideration in acquisitions, to pay down debt, to fund capital expenditures or general corporate expenses, in connection with the exercise of stock options or to satisfy our obligations under our incentive plans. We may also acquire interests in other companies by using a combination of cash, our preferred stock and our common stock or just our common stock. We may also issue securities, including our preferred stock, that are convertible into, exchangeable for, or that represent the right to receive, our common stock. The occurrence of any of these events or any issuance of common stock upon conversion of our Convertible Notes or upon exercise of our outstanding warrants may dilute your ownership interest in our company, reduce our earnings per share and have an adverse impact on the 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.

Any payment of future dividends will be at the discretion of our board of directors and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that our board of directors deems relevant. Covenants contained in the instruments governing our indebtedness restrict the payment of dividends. Investors may be forced to rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize a return on their investment.

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Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

We have a cybersecurity program to identify, monitor, and mitigate cybersecurity risks. The security program consists of formal roles and responsibilities for information security and incident response, and is overseen by our IT Steering Committee, which consists of key executives and employees, with guidance from our third-party cybersecurity vendor. Our enterprise risk management program considers cybersecurity risks alongside other company risks, and we consult with subject matter experts to gather information necessary to identify cybersecurity risks, evaluate their nature and severity, as well as identify mitigations and assess the impact of those mitigations on residual risk. In addition to continuous cyber monitoring, the IT Steering Committee participates in quarterly updates with cybersecurity experts which include reports from these experts on identification of new cyber risks and threats, reported vulnerabilities, trend analysis on attack vectors, and monitoring of risk mitigation activities.

Management provides cybersecurity program briefings to the Audit Committee on at least an annual basis, and more frequently if circumstances warrant. These briefings include assessments of cyber risks, the threat landscape, updates on any incidents, and reports on NOG’s investments in cybersecurity risk mitigation and governance.

We have a formal IT Security Policy to provide appropriate governance over information security including control requirements for change management and patching, multifactor authentication, data backup, security monitoring, mobile device management and asset management. Management performs annual testing of security controls and results are reported to the Audit Committee. In addition, management has a formal incident response plan and has contracted with a cybersecurity operations vendor to provide 24x7 monitoring/management of our infrastructure and systems. The incident response plan addresses the lifecycle of incidents including identification, response and recovery, and the plan is tested at least annually. In addition, we carry insurance that provides protection against the potential losses arising from a cybersecurity incident.

Management maintains an inventory of third parties and completes an annual third-party cyber risk assessment. In addition, employees participate in mandatory annual cyber training and management conducts routine social engineering tests to monitor employees’ awareness of cyber risks and to train employees on how to identify potential cybersecurity risks.

In the last fiscal two years, we have not experienced any material cybersecurity breach incidents. For additional information about our cybersecurity risks, please see “Item 1A. Risk Factors – We depend on computer and telecommunications systems, and failures in our systems or cybersecurity attacks could significantly disrupt our business operations.”

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Item 2. Properties

Estimated Net Proved Reserves

The table below summarizes our estimated net proved reserves at December 31, 2023 based on reports prepared by the Company for the year ended December 31, 2023 and audited by Cawley, our third-party independent reserve engineers.  In preparing its reports, the Company evaluated properties representing all of our proved reserves at December 31, 2023 in accordance with the rules and regulations of the SEC applicable to companies involved in oil and natural gas producing activities.  Our estimated net proved reserves in the table below do not include probable or possible reserves and do not in any way include or reflect our commodity derivatives.

	December 31, 2023			December 31, 2022
	Proved Reserves (MBoe)(1)	% of Total		Proved Reserves (MBoe)(2)	% of Total
SEC Proved Reserves:
Developed	234,861	69	%	214,602	65	%
Undeveloped	104,833	31	%	116,207	35	%
Total Proved Properties	339,694	100	%	330,809	100	%

___________________

(1)The table above values oil and natural gas reserve quantities as of December 31, 2023, assuming constant realized prices of $75.51 per barrel of oil and $3.10 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, 2022, assuming constant realized prices of $91.95 per barrel of oil and $7.43 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, 2023 were 339,694 MBoe, a 3% increase from estimated net proved reserves of 330,809 MBoe at December 31, 2022.  The increase was primarily due to the impact of our 2023 acquisitions, as well as higher activity levels in 2023 as compared to 2022. Increased development activity in 2023 led to an increase in our capital spending as well as an increase in the number of undeveloped drilling locations reflected in our 2023 proved reserve estimates. As a result of the higher activity levels and our 2023 acquisitions, the number of proved undeveloped wells included in the reserves was increased from 138.2 net wells in 2022 to 146.0 net wells in 2023.

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The following table sets forth summary information by reserve category with respect to estimated proved reserves at December 31, 2023:

	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	118,634	662,079	228,981	67	%	$	3,899,733	78	%
PDNP Properties	3,230	15,899	5,880	2	%	113,577		2	%
PUD Properties	48,477	338,138	104,833	31	%	990,772		20	%
Total	170,341	1,016,116	339,694	100	%	$	5,004,082	100	%

_____  ___________

(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, 2023, based on average prices of $78.22 per barrel of oil and $2.64 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, 2023, after adjustment to reflect applicable transportation and quality differentials, was $75.51 per barrel of oil and $3.10 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.

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The following table reconciles the pre-tax PV10% value of our SEC Pricing Proved Reserves as of December 31, 2023 to the Standardized Measure of discounted future net cash flows.

SEC Pricing Proved Reserves (In thousands)
Standardized Measure Reconciliation
Pre-Tax Present Value of Estimated Future Net Revenues (Pre-Tax PV10%)	$	5,004,082
Future Income Taxes, Discounted at 10%(1)	(847,845)
Standardized Measure of Discounted Future Net Cash Flows	$	4,156,237

____________ 

(1)The expected tax benefits to be realized from utilization of the net operating loss and tax credit carryforwards are used in the computation of future income tax cash flows. As a result of available net operating loss carryforwards and the remaining tax basis of our assets at December 31, 2023, our future income taxes were significantly reduced.

Uncertainties are inherent in estimating quantities of proved reserves, including many risk factors beyond our control.  Reserve engineering is a subjective process of estimating subsurface accumulations of oil and natural gas that cannot be measured in an exact manner.  As a result, estimates of proved reserves may vary depending upon the engineer estimating the reserves.  Further, our actual realized price for our oil and natural gas is not likely to average the pricing parameters used to calculate our proved reserves. As such, the oil and natural gas quantities and the value of those commodities ultimately recovered from our properties will vary from reserve estimates.

Additional discussion of our proved reserves is set forth under the heading “Supplemental Oil and Gas Information - Unaudited” to our financial statements included later in this report.

Proved Undeveloped Reserves

At December 31, 2023, we had approximately 104.8 MMBoe of proved undeveloped reserves as compared to 116.2 MMBoe at December 31, 2022.  A reconciliation of the change in proved undeveloped reserves during 2023 is as follows:

	MMBoe
Estimated Proved Undeveloped Reserves at 12/31/2022	116.2
Converted to Proved Developed Through Drilling	(27.9)
Added from Extensions and Discoveries	24.6
Purchases of Minerals in Place	23.4
Removed for 5-Year Rule	(24.9)
Revisions	(6.6)
Estimated Proved Undeveloped Reserves at 12/31/2023	104.8

Our future development drilling program includes the drilling of approximately 146.0 proved undeveloped net wells before the end of 2028 at an estimated cost of $1.2 billion.  Our development plan for drilling proved undeveloped wells calls for the drilling of 90.9 net wells during 2024 (includes 55.8 net wells spud at December 31, 2023, but classified as proved undeveloped due to Cawley’s internal guidelines which require greater than 50% of total costs to be incurred to be classified as developed), 19.4 net wells during 2025, 18.7 net wells during 2026, 11.6 net wells during 2027, and 5.4 net wells during 2028 for a total of 146.0 net wells. Our proved undeveloped locations were increased from 138.2 net wells at December 31, 2022 to 146.0 net wells at December 31, 2023 due to our 2023 acquisitions and increased development activity. We expect that our proved undeveloped reserves will continue to be converted to proved developed producing reserves as additional wells are drilled under our acreage.  All locations comprising our remaining proved undeveloped reserves are forecast to be drilled within five years from initially being recorded in accordance with our development plan.

At December 31, 2023, the PV-10 value of our proved undeveloped reserves amounted to 20% of the PV-10 value of our total proved reserves.  Although our 2023 producing property additions exceeded our 5-year average development plan, there are numerous uncertainties.  The development of these reserves is dependent upon a number of factors which include, but are not limited to:  financial targets such as drilling within cash flow or reducing debt, drilling of obligatory wells, satisfactory rates of return on proposed drilling projects, and the levels of drilling activities by operators in areas where we hold leasehold

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interests.  During 2023, we increased our capital spending by 31% compared to 2022. With 78% of the PV-10 value of our total proved reserves supported by producing wells, we believe we will have sufficient cash flows and adequate liquidity to execute our development plan.

At December 31, 2023, we had spent a total of $327.8 million related to the development of proved undeveloped reserves, which resulted in the conversion of 27.9 MMBoe of proved undeveloped reserves as of December 31, 2022 to proved developed reserves as of December 31, 2023.  Proved developed property additions in 2023 also included 12.4 MMBoe from the conversion of previously undeveloped locations that were not booked in our December 31, 2022 proved undeveloped reserves (the related development costs incurred at December 31, 2023 were $242.8 million). Additionally, our proved undeveloped reserves at December 31, 2023 included 58.6 MMBoe for net wells that had commenced drilling activities but remained classified as undeveloped reserves due to Cawley’s internal guidelines which require greater than 50% of the total costs to have been incurred in order to be classified as proved developed (the related development costs incurred at December 31, 2023 were $175.7 million).

In 2023, we also added 24.6 MMBoe of proved undeveloped reserves as a result of our development activity. We added an additional 23.4 MMBoe from our acquisitions. The SEC-prescribed commodity prices (after adjustment for transportation, quality and basis differentials) were $16.44 lower per barrel of oil and $4.33 lower per Mcf of natural gas at year-end 2023 as compared to year-end 2022. Additionally, we had negative revisions of 6.6 MMBoe primarily due to the aforementioned lower pricing. We also removed 24.9 MMBoe of proved undeveloped reserves due to the SEC-prescribed 5-year rule.

Proved Reserves Sensitivity by Price Scenario

The SEC disclosure rules allow for optional reserves sensitivity analysis, such as the sensitivity that oil and natural gas reserves have to price fluctuations.  We have chosen to compare our proved reserves calculated using SEC Pricing (the “2023 SEC Case”) to one alternate pricing case, which uses a flat pricing deck of $70.00 per Bbl for oil and $3.00 per MMbtu for natural gas (the “$70 Flat Case”).  The sensitivity scenario was not audited by a third-party. In this sensitivity scenario, all operating cost assumptions and other factors, other than the commodity price assumptions, have been held constant with the 2023 SEC Case. However, the change in pricing in the sensitivity scenario did result in fewer future drilling locations that were economic at the $70 Flat Case compared to the 2023 SEC Case. As a result, the $70 Flat Case included 7.9 fewer proved undeveloped net wells compared to the 146.0 proved undeveloped net wells included in the 2023 SEC Case. This sensitivity is only meant to demonstrate the impact that changing commodity prices may have on estimated proved reserves and PV-10 and there is no assurance this outcome will be realized. The table below shows our proved reserves utilizing the 2023 SEC Case compared with the $70 Flat Case. 

	Price Cases
	2023 SEC Case(1)		$70 Flat Case(2)
Net Proved Reserves (December 31, 2023)
Oil (MBbl)
Developed	121,865		118,877
Undeveloped	48,477		45,874
Total	170,342		164,751
Natural Gas (MMcf)
Developed	677,978		686,780
Undeveloped	338,138		333,651
Total	1,016,116		1,020,431
Total Proved Reserves (MBOE)	339,694		334,823
Pre-tax PV10% (in thousands)(3)	$	5,004,082	$	4,438,111

_________________

(1)Represents reserves based on pricing prescribed by the SEC.  The unescalated twelve month arithmetic average of the first day of the month posted prices were adjusted for transportation and quality differentials to arrive at prices of $75.51 per Bbl for oil and $3.10 per Mcf for natural gas.  Production costs were held constant for the life of the wells.

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(2)Prices based on $70.00 per Bbl for oil and $3.00 per MMbtu for natural gas, which were then adjusted for transportation and quality differentials to arrive at prices of $67.38 per Bbl for oil and $3.42 per Mcf for natural gas. 

(3)Pre-tax PV10%, or PV-10, may be considered a non-GAAP financial measure. See “Reconciliation of PV-10 to Standardized Measure” above for a reconciliation of the PV-10 of our 2023 SEC Case proved reserves to the Standardized Measure. GAAP does not prescribe a corresponding measure for PV-10 of proved reserves based on other than SEC prices. As a result, it is not practicable for us to reconcile the PV-10 of our proved reserves based on alternate pricing scenarios.

Independent Petroleum Engineers

We have utilized Cawley, an independent reserve engineering firm, as our third-party engineering firm.  The selection of Cawley was approved by our Audit Committee.  Cawley is a reservoir-evaluation consulting firm who evaluates oil and natural gas properties and independently certifies petroleum reserves quantities for various clients throughout the United States.  Cawley has substantial experience auditing and calculating the reserves of various other companies and, as such, we believe Cawley has sufficient experience to appropriately audit our reserves.  Cawley utilizes proprietary technology, systems and data to audit our reserves commensurate with this experience.  Cawley is a Texas Registered Engineering Firm (F-693).  Our primary contact at Cawley is Todd Brooker, President. Mr. Brooker is a State of Texas Licensed Professional Engineer (License #83462). He is also a member of the Society of Petroleum Engineers.

In accordance with applicable requirements of the SEC, estimates of our net proved reserves and future net revenues are made using average prices at the beginning of each month in the 12-month period prior to the date of such reserve estimates and are held constant throughout the life of the properties (except to the extent a contract specifically provides for escalation).

The reserves set forth in the Company report audited by Cawley for the properties are estimated by performance methods or analogy.  In general, reserves attributable to producing wells and/or reservoirs are estimated by performance methods such as decline curve analysis which utilizes extrapolations of historical production data.  Reserves attributable to non-producing and undeveloped reserves included in our report are estimated by analogy.  The estimates of the reserves, future production, and income attributable to properties are prepared using the economic software package Aries for Windows, a copyrighted program of Halliburton.

To estimate economically recoverable oil and natural gas reserves and related future net cash flows, we consider many factors and assumptions including, but not limited to, the use of reservoir parameters derived from geological, geophysical and engineering data which cannot be measured directly, economic criteria based on current costs and SEC pricing requirements, and forecasts of future production rates. Under the SEC regulations 210.4-10(a)(22)(v) and (26), proved reserves must be demonstrated to be economically producible based on existing economic conditions including the prices and costs at which economic productivity from a reservoir is to be determined as of the effective date of the report. With respect to the property interests we own, production and well tests from examined wells, normal direct costs of operating the wells or leases, other costs such as transportation and/or processing fees, production taxes, recompletion and development costs and product prices are based on the SEC regulations, geological maps, well logs, core analyses, and pressure measurements.

The reserve data set forth in the Company report represents only estimates, and should not be construed as being exact quantities.  They may or may not be actually recovered, and if recovered, the actual revenues and costs could be more or less than the estimated amounts.  Moreover, estimates of reserves may increase or decrease as a result of future operations.

Reservoir engineering is a subjective process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact manner.  There are numerous uncertainties inherent in estimating oil and natural gas reserves and their estimated values, including many factors beyond our control.  The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geologic interpretation and judgment. As a result, estimates of different engineers, including those used by us, may vary.  In addition, estimates of reserves are subject to revision based upon actual production, results of future development and exploration activities, prevailing oil and natural gas prices, operating costs and other factors.  The revisions may be material.  Accordingly, reserve estimates are often different from the quantities of oil and natural gas that are ultimately recovered and are highly dependent upon the accuracy of the assumptions upon which they are based.  Our estimated net proved reserves, included in our SEC filings, have not been filed with or included in reports to any other federal agency.  See “Item 1A. Risk Factors – Our estimated reserves are based on many assumptions that may prove to be inaccurate.  Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.”

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Internal Controls Over Reserves Estimation Process

We employ an internal reserve engineering department which is led by our Chief Technical Officer, who is responsible for overseeing the preparation of our reserves estimates. Our executive internal reserve engineer has a B.S. in petroleum engineering from Montana Tech, has over eighteen years of oil and gas experience on the reservoir side, and has experience working for large independents on projects and acquisitions. In addition, we utilize a third-party reservoir engineering firm as our independent reserves auditor for 100% of our reserves base.

Our technical team meets with our independent third-party engineering firm to review properties and discuss evaluation methods and assumptions used in the proved reserves estimates, in accordance with our prescribed internal control procedures.  Our internal controls over the reserves estimation process include verification of input data into our reserves evaluation software as well as management review, such as, but not limited to the following:

•Comparison of historical expenses from the lease operating statements and workover authorizations for expenditure to the operating costs input in our reserves database;

•Review of working interests and net revenue interests in our reserves database against our well ownership system;

•Review of historical realized prices and differentials from index prices as compared to the differentials used in our reserves database;

•Review of updated capital costs prepared by our operations team;

•Review of internal reserve estimates by well and by area by our internal reservoir engineer;

•Discussion of material reserve variances among our internal reservoir engineer and our executive management; and

•Review of a preliminary copy of the reserve report by executive management.

Production, Price and Production Expense History

The price that we receive for the oil and natural gas we produce is largely a function of market supply and demand.  Demand is impacted by general economic conditions, weather and other seasonal conditions, including hurricanes and tropical storms.  Over or under supply of oil or natural gas can result in substantial price volatility. Oil supply in the United States has grown dramatically over the past few years, and the supply of oil could impact oil prices in the United States if the supply outstrips domestic demand.  Historically, commodity prices have been volatile, and we expect that volatility to continue in the future.  A substantial or extended decline in oil or natural gas prices or poor drilling results could have a material adverse effect on our financial position, results of operations, cash flows, quantities of oil and natural gas reserves that may be economically produced and our ability to access capital markets.

The following table sets forth information regarding our oil and natural gas production, realized prices and production costs for the periods indicated.  For additional information on price calculations, please see information set forth in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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	Year Ended December 31,
	2023		2022		2021
Net Production:
Oil (Bbl)	22,012,986		16,090,072		12,288,358
Natural Gas and NGLs (Mcf)	84,341,858		68,829,142		44,073,941
Total (Boe)	36,069,962		27,561,596		19,634,015
Oil (Bbl) per day	60,310		44,082		33,667
Mcf per day	231,074		188,573		120,751
Total (Boe) per day	98,822		75,511		53,792
Average Sales Prices:
Oil (per Bbl)	$	74.78	$	91.65	$	62.94
Effect of Loss on Settled Oil Derivatives on Average Price (per Bbl)	(0.90)		(21.48)		(10.19)
Oil Net of Settled Oil Derivatives (per Bbl)	73.88		70.17		52.75
Natural Gas and NGLs (per Mcf)	2.98		7.43		4.57
Effect of Gain (Loss) on Settled Natural Gas Derivatives on Average Price (per Mcf)	0.92		(1.60)		(0.92)
Natural Gas and NGLs Net of Settled Natural Gas Derivatives (per Mcf)	3.90		5.83		3.65
Realized Price on a Boe Basis Excluding Settled Commodity Derivatives	52.61		72.05		49.66
Effect of Gain (Loss) on Settled Commodity Derivatives on Average Price (per Boe)	1.61		(16.52)		(6.37)
Realized Price on a Boe Basis Including Settled Commodity Derivatives	54.22		55.53		43.29
Average Costs:
Production Expenses (per Boe)	$	9.62	$	9.46	$	8.70

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The following table sets forth our production results for the years ended December 31, 2023, 2022 and 2021 in total and for each of our basins of operations.

	Year Ended December 31,
	2023	2022	2021
Net Production:
Oil (Bbl)
Williston Basin	12,746,957	11,651,938	11,683,218
Permian Basin	9,266,029	4,438,134	605,140
Appalachian Basin	—	—	—
Total	22,012,986	16,090,072	12,288,358
Natural Gas and NGLs (Mcf)
Williston Basin	31,102,642	27,027,761	23,186,806
Permian Basin	28,594,041	14,255,738	1,111,673
Appalachian Basin	24,645,175	27,545,643	19,775,462
Total	84,341,858	68,829,142	44,073,941
Crude Oil Equivalents (Boe)
Williston Basin	17,930,730	16,156,565	15,547,686
Permian Basin	14,031,702	6,814,090	790,419
Appalachian Basin	4,107,529	4,590,941	3,295,910
Total	36,069,961	27,561,596	19,634,015

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Drilling and Development Activity

The following table sets forth the number of gross and net productive and non-productive wells drilled in the years ended December 31, 2023, 2022 and 2021.  The number of wells drilled refers to the number of wells completed at any time during the fiscal year, regardless of when drilling was initiated.

	December 31,
	2023		2022		2021
	Gross	Net(1)	Gross	Net(1)	Gross	Net(1)
Exploratory Wells:
Oil	—	—	—	—	—	—
Natural Gas	—	—	—	—	—	—
Non-Productive	—	—	—	—	—	—
Development Wells:
Oil	803	76.1	550	55.9	354	33.6
Natural Gas	16	0.5	7	0.9	8	2.2
Non-Productive	—	—	—	—	—	—
Total Productive Exploratory and Development Wells	819	76.6	557	56.8	362	35.8

______________

(1)Net Well totals in 2023, 2022 and 2021 do not include an additional 80.4, 66.4 and 169.4 net wells, respectively, from acquisitions which were already producing when acquired.

The following table summarizes our cumulative gross and net productive oil and natural gas wells by geographic area within the United States at each of December 31, 2023, 2022 and 2021. Wells are classified as oil or natural gas wells according to the predominant production stream. All of our wells in the Williston and Permian Basins are classified as oil wells, although they also produce natural gas and condensate. All of our wells in the Appalachian Basin are classified as natural gas wells.

	December 31,
	2023		2022		2021
	Gross	Net	Gross	Net	Gross	Net
Williston Basin	7,981	643.7	7,487	608.0	6,996	571.7
Permian Basin	1,387	207.6	818	92.8	83	11.6
Appalachian Basin	397	100.3	367	98.5	357	97.5
Total	9,765	951.6	8,672	799.3	7,436	680.8

As of December 31, 2023, we had an additional 512 gross (66.5 net) wells in process, meaning wells that have been spud and are in the process of drilling, completing or waiting on completion.

Leasehold Properties

          As of December 31, 2023, our principal assets included approximately 272,251 net acres located in the United States. The following table summarizes our estimated gross and net developed and undeveloped acreage by geographic area at December 31, 2023.

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	Developed Acreage		Undeveloped Acreage		Total Acreage
	Gross	Net	Gross	Net	Gross	Net
Williston Basin	889,133	166,567	72,862	14,074	961,995	180,641
Permian Basin	169,788	30,513	25,599	6,063	195,387	36,576
Appalachian Basin	195,910	46,473	45,986	8,561	241,896	55,034
Total:	1,254,831	243,553	144,447	28,698	1,399,278	272,251

As of December 31, 2023, approximately 89% of our total acreage was developed. All of our proved reserves are located in the United States.

Recent Acquisitions

We generally assess acreage subject to near-term drilling activities on a lease-by-lease basis because we believe each lease’s contribution to a subject spacing unit is best assessed on that basis if development timing is sufficiently clear.  Consistent with that approach, a significant portion of our acreage acquisitions involve properties that are selected by us on a lease-by-lease basis for their participation in a well expected to be spud in the near future, and the subject leases are then aggregated to complete one single closing with the transferor.  As such, we generally view each acreage assignment from brokers, landmen and other parties as involving several separate acquisitions combined into one closing with the common transferor for convenience.  However, in certain instances an acquisition may involve a larger number of leases presented by the transferors as a single package without negotiation on a lease-by-lease basis.  In those instances, we still review each lease on a lease-by-lease basis to ensure that the package as a whole meets our acquisition criteria and drilling expectations. See Note 3 to our financial statements regarding our recent acquisition activity.

Acreage Expirations

As a non-operator, we are subject to lease expirations if an operator does not commence the development of operations within the agreed terms of our leases.  All of our leases for undeveloped acreage summarized in the table below will expire at the end of their respective primary terms, unless we renew the existing leases, establish commercial production from the acreage or some other “savings clause” is exercised.  In addition, our leases typically provide that the lease does not expire at the end of the primary term if drilling operations have been commenced.  While we generally expect to establish production from most of our acreage prior to expiration of the applicable lease terms, there can be no guarantee we can do so.  The approximate expiration of our net acres which are subject to expire between 2024 and 2028 and thereafter, are set forth below:

	Acreage Subject to Expiration
Year Ended	Gross	Net
December 31, 2024	42,286	8,442
December 31, 2025	23,876	5,896
December 31, 2026	9,178	1,595
December 31, 2027	20,784	1,746
December 31, 2028 and thereafter	19,162	7,571
Total	115,286	25,250

During 2023, we had leases expire covering approximately 5,173 net acres.  The 2023 lease expirations carried a cost of $5.2 million.  We believe that the expired acreage was not material to our capital deployed. As of December 31, 2023, we estimate that less than 1% of our proved undeveloped reserves were attributable to locations scheduled to be drilled after lease expiration.

Unproved Properties

All properties that are not classified as proved properties are considered unproved properties and, thus, the costs associated with such properties are not subject to depletion.  Once a property is classified as proved, all associated acreage and drilling costs are subject to depletion.

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We assess all items classified as unproved property on an annual basis, or if certain circumstances exist, more frequently, for possible impairment or reduction in value.  The assessment includes consideration of the following factors, among others:  intent to drill, remaining lease term, geological and geophysical evaluations, drilling results and activity, the assignment of proved reserves, and the economic viability of development if proved reserves are assigned.  During any period in which these factors indicate an impairment, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to depletion and amortization. 

We believe that the majority of our unproved costs will become subject to depletion within the next five years by proving up reserves relating to our acreage through exploration and development activities, by impairing the acreage that will expire before we can explore or develop it further or by determining that further exploration and development activity will not occur.  The timing by which all other properties will become subject to depletion will be dependent upon the timing of future drilling activities and delineation of our reserves.

Depletion of Oil and Natural Gas Properties

Our depletion expense is driven by many factors including certain exploration costs involved in the development of producing reserves, production levels and estimates of proved reserve quantities and future developmental costs.  The following table presents our depletion expenses during 2023, 2022 and 2021.

	Year Ended December 31,
(In thousands, except per Boe data)	2023		2022		2021
Depletion of Oil and Natural Gas Properties	$	482,306	$	248,252	$	138,759
Depletion Expense (per Boe)	13.37		9.01		7.07

Research and Development

We do not anticipate performing any significant research and development under our plan of operation.

Delivery Commitments

For our properties in the Appalachian Basin, we have contractually agreed to deliver firm quantities of natural gas to certain third parties, which we seek to fulfill with production from existing reserves. In the event we are not able to meet these firm commitments, we are subject to deficiency payments. As a non-operator, we have limited control over the drilling of new wells and primarily rely on our third-party operating partners in this regard. The following table summarizes our total net commitments as of December 31, 2023.

(in Bcf)	Commitment Volumes
2024	18.4
2025	3.2
Total	21.6

Item 3. Legal Proceedings

Our company is subject from time to time to litigation claims and governmental and regulatory proceedings arising in the ordinary course of business.

Item 4. Mine Safety Disclosures

None.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock trades on the New York Stock Exchange under the symbol “NOG.”  The closing price for our common stock on February 21, 2024 was $34.89 per share.

Comparison Chart

The following information in this Item 5 of this Annual Report on Form 10-K is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent we specifically incorporate it by reference into such a filing.

Because we believe the new index is a more appropriate index for comparison, in 2023 we chose to compare our cumulative total stockholder return against the SPDR S&P Oil & Gas Exploration & Production ETF (the “XOP”), instead of the NYSE Arca Oil Index (the “Arca Index”). If a company selects a different index for comparison from that used in the immediately preceding fiscal year, the company’s stock performance must be compared with both the newly-selected index and the index used in the immediately preceding year.

The following graph compares the 60-month cumulative total stockholder return on our common stock since December 31, 2018, and the cumulative total returns of the Standard & Poor’s 500 Index, the XOP and the Arca Index for the same period. This graph tracks the performance of a $100 investment in our common stock and in each index (including reinvestment of all dividends) from December 31, 2018 to December 31, 2023.

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The following table sets forth the total returns utilized to generate the foregoing graph.

	12/31/2018	12/31/2019	12/31/2020	12/31/2021	12/31/2022	12/31/2023
Northern Oil & Gas, Inc.	100.00	103.54	38.76	91.75	141.67	177.68
S&P 500	100.00	131.49	155.68	200.37	164.08	207.21
SPDR S&P Oil & Gas Exploration & Production ETF	100.00	90.56	57.59	96.03	139.60	144.57
NYSE Arca Oil Index	100.00	119.15	82.22	106.64	150.11	164.57

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

Holders

As of February 21, 2024, we had 100,873,127 shares of our common stock outstanding, held by approximately 183 stockholders of record.  The number of record holders does not necessarily bear any relationship to the number of beneficial owners of our common stock.

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Recent Sales of Unregistered Securities

None, except to the extent previously included by the Company in a Quarterly Report on Form 10-Q or Current Report on Form 8-K.

Dividend Policy

On May 6, 2021, our board of directors declared our first cash dividend on our common stock in the amount of $0.03 per share. The dividend was paid on July 30, 2021 to stockholders of record as of the close of business on June 30, 2021. Subsequently, our board of directors declared and paid incrementally higher quarterly cash dividends through the $0.40 per share cash dividend declared on October 30, 2023 and paid on January 31, 2024 to stockholders of record as of the close of business on December 28, 2023. Most recently, on February 5, 2024, our board of directors declared a cash dividend on our common stock in the amount of $0.40 per share, payable on April 30, 2024 to stockholders of record as of the close of business on March 28, 2024. In connection with the announcement of the latest dividend declaration, we affirmed our intention to set our dividend policy once per year, and currently anticipate maintaining a $0.40 per share quarterly dividend throughout 2024.

The decision to pay any future dividends is solely within the discretion of, and subject to approval by, our board of directors. Our board of directors’ determination with respect to any such dividends, including the record date, the payment date and the actual amount of the dividend, will depend upon our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law, and other factors that our board of directors deems relevant at the time of such determination. Additionally, covenants contained in our Revolving Credit Facility and Senior Notes Indentures restrict the payment of cash dividends on our common stock (see Note 4 to our financial statements).

Issuer Purchases of Equity Securities

The table below sets forth the information with respect to purchases made by or on behalf of the Company, or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act), of our common stock during the quarter ended December 31, 2023.

Period	Total Number of Shares Purchased(1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(2)
October 1, 2023 to October 31, 2023	—	$	—	—	$ 87.5 million
November 1, 2023 to November 30, 2023	—	—		—	87.5 million
December 1, 2023 to December 31, 2023	—	—		—	87.5 million
Total	—	$	—	—	$ 87.5 million

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(1)Any shares purchased outside of publicly announced plans or programs represent shares surrendered in satisfaction of tax withholding obligations in connection with the vesting of restricted stock awards.

(2)In May 2022, our board of directors approved and the Company promptly announced a stock repurchase program to acquire up to $150 million of shares of our outstanding common stock. The stock repurchase program allows the Company to repurchase its shares from time to time in the open market, block transactions and in negotiated transactions.

Item 6. [RESERVED]

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our financial statements and accompanying notes to financial statements appearing elsewhere in this report. See Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2022 for discussion and analysis of results of operations for the year ended December 31, 2021.

Executive Overview

Our primary strategy is to invest in non-operated minority working and mineral interests in oil and gas properties, with a core area of focus in the premier basins within the United States. Using this strategy, we had participated in 9,765 gross (951.6 net) producing wells as of December 31, 2023. As of December 31, 2023, we had leased approximately 272,251 net acres, of which approximately 89% were developed and all were located in the United States.

Our average daily production for full year 2023 was 98,822 Boe per day, and in the fourth quarter of 2023 was 114,363 Boe per day (approximately 60% oil). This represented significant growth from 2022, which was driven in large part by our substantial acquisition activity in 2022 and 2023, as described in Note 3 to our financial statements.

During 2023, we added 76.6 new net wells to production, plus an additional 80.4 net wells added from acquisitions which were already producing when acquired. We ended 2023 with 66.5 net wells in process.

Our financial and operating performance for the year ended December 31, 2023 included the following:

•Total production of 98,822 Boe per day, a 31% increase compared to 2022

•Cash flows from operations of $1.2 billion, a 27% increase compared to 2022

•Proved reserves of 339.7 MMBoe at year-end, a 3% increase compared to year-end 2022

•Grew and diversified the business through over $1.0 billion in substantial bolt-on acquisitions that closed during 2023

•Grew our quarterly common stock dividend by 33%, from $0.30 per share for the fourth quarter of 2022 to $0.40 per share for the fourth quarter of 2023

Source of Our Revenues

We derive our revenues from the sale of oil, natural gas and NGLs produced from our properties.  Revenues are a function of the volume produced, the prevailing market price at the time of sale, oil quality, Btu content and transportation costs to market.  We use derivative instruments to hedge future sales prices on a substantial, but varying, portion of our oil and natural gas production.  We expect our derivative activities will help us achieve more predictable cash flows and reduce our exposure to downward price fluctuations.  The use of derivative instruments has in the past, and may in the future, prevent us from realizing the full benefit of upward price movements but also mitigates the effects of declining price movements. 

Principal Components of Our Cost Structure

•Commodity price differentials.  The price differential between our well head price for oil and the NYMEX WTI benchmark price is primarily driven by the cost to transport oil via train, pipeline or truck to refineries. The price differential between our well head price for natural gas and NGLs and the NYMEX Henry Hub benchmark price is primarily driven by gathering and transportation costs.

•Gain (loss) on commodity derivatives, net.  We utilize commodity derivative financial instruments to reduce our exposure to fluctuations in the prices of oil and gas. Gain (loss) on commodity derivatives, net is comprised of (i) cash gains and losses we recognize on settled commodity derivatives during the period, and (ii) non-cash mark-to-market gains and losses we incur on commodity derivative instruments outstanding at period-end.

•Production expenses.  Production expenses are daily costs incurred to bring oil and natural gas out of the ground and to the market, together with the daily costs incurred to maintain our producing properties. Such costs also include

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field personnel compensation, salt water disposal, utilities, maintenance, repairs and servicing expenses related to our oil and natural gas properties.

•Production taxes.  Production taxes are paid on produced oil and natural gas based on a percentage of revenues from products sold at market prices (not hedged prices) or at fixed rates established by federal, state or local taxing authorities. We seek to take full advantage of all credits and exemptions in our various taxing jurisdictions. In general, the production taxes we pay correlate to the changes in oil and natural gas revenues.

•Depreciation, depletion, amortization and accretion.  Depreciation, depletion, amortization and accretion includes the systematic expensing of the capitalized costs incurred to acquire, explore and develop oil and natural gas properties. As a full cost company, we capitalize all costs associated with our development and acquisition efforts and allocate these costs to each unit of production using the units-of-production method. Accretion expense relates to the passage of time of our asset retirement obligations.

•General and administrative expenses.  General and administrative expenses include overhead, including payroll and benefits for our corporate staff, costs of maintaining our headquarters, costs of managing our acquisition and development operations, franchise taxes, audit and other professional fees and legal compliance.

•Interest expense.  We finance a portion of our working capital requirements, capital expenditures and acquisitions with borrowings.  As a result, we incur interest expense that is affected by both fluctuations in interest rates and our financing decisions.  We capitalize a portion of the interest paid on applicable borrowings into our unproved cost pool.  We include interest expense that is not capitalized into the unproved cost pool, the amortization of deferred financing costs and bond premiums (including origination and amendment fees), commitment fees and annual agency fees as interest expense.

•Impairment expense. Under the full cost method of accounting, the Company is required to perform a ceiling test each quarter.  The test determines a limit, or ceiling, on the book value of the proved oil and gas properties. If the net book value, including related deferred taxes, exceeds the ceiling, a non-cash impairment expense is required.

•Income tax expense.  Our provision for taxes includes both federal and state taxes. We record our federal income taxes in accordance with accounting for income taxes under GAAP which results in the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.  A valuation allowance is established to reduce deferred tax assets if it is more likely than not that the related tax benefits will not be realized.

Selected Factors That Affect Our Operating Results

Our revenues, cash flows from operations and future growth depend substantially upon:

•the timing and success of drilling and production activities by our operating partners;

•the prices and the supply and demand for oil, natural gas and NGLs;

•the quantity of oil and natural gas production from the wells in which we participate;

•changes in the fair value of the derivative instruments we use to reduce our exposure to fluctuations in commodity prices;

•our ability to continue to identify and acquire high-quality acreage and drilling opportunities; and

•the level of our operating expenses.

In addition to the factors that affect companies in our industry generally, the location of substantially all of our acreage and wells in the Williston, Permian and Appalachian Basins subjects our operating results to factors specific to these regions.  These factors include the potential adverse impact of weather on drilling, production and transportation activities, particularly

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during the winter and spring months, as well as infrastructure limitations, transportation capacity, regulatory matters and other factors that may specifically affect one or more of these regions.

The price at which our oil production is sold typically reflects a discount to the NYMEX benchmark price.  The price at which our natural gas production is sold may reflect either a discount or premium to the NYMEX benchmark price. Thus, our operating results are also affected by changes in the price differentials between the applicable benchmark and the sales prices we receive for our production.  Our oil price differential to the NYMEX benchmark price during 2023 was $2.83 per barrel, as compared to $2.73 per barrel in 2022.  Our net realized gas price during 2023 was $2.98 per Mcf, representing 112% realization relative to average Henry Hub pricing, compared to a net realized gas price of $7.43 per Mcf during 2022, which represented 113% realization relative to average Henry Hub pricing. Fluctuations in our oil and gas price realizations are due to several factors such as pricing by basin, gathering and transportation costs, transportation method, takeaway capacity relative to production levels, regional storage capacity, seasonal refinery maintenance temporarily depressing demand, and in the case of gas realizations, the price of NGLs.

Another significant factor affecting our operating results is drilling costs.  The cost of drilling wells can vary significantly, driven in part by volatility in commodity prices that can substantially impact the level of drilling activity.  Generally, higher oil prices have led to increased drilling activity, with the increased demand for drilling and completion services driving these costs higher.  Lower oil prices have generally had the opposite effect.  In addition, individual components of the cost can vary depending on numerous factors such as the length of the horizontal lateral, the number of fracture stimulation stages, and the type and amount of proppant. Since 2021, we have observed inflationary pressures on drilling and other operating costs due to various factors, such as higher commodity prices, labor shortages, supply chain disruptions and other factors. During 2023, the weighted average gross authorization for expenditure (or AFE) cost for wells we elected to participate in was $9.5 million, compared to $8.0 million for the wells we elected to participate in during 2022.

Market Conditions

The price that we receive for the oil and natural gas we produce is largely a function of market supply and demand.  Because our oil and gas revenues are heavily weighted toward oil, we are more significantly impacted by changes in oil prices than by changes in the price of natural gas.  World-wide supply in terms of output, especially production from properties within the United States, the production quota set by OPEC, and the strength of the U.S. dollar can significantly impact oil prices. Historically, commodity prices have been volatile and we expect the volatility to continue in the future.  Factors impacting the future oil supply balance are world-wide demand for oil, as well as the growth in domestic oil production.

Prices for various quantities of natural gas, NGLs and oil that we produce significantly impact our revenues and cash flows.  The following table lists average NYMEX prices for oil and natural gas for the years ended December 31, 2023 and 2022.

	December 31,
	2023		2022
Average NYMEX Prices(1)
Oil (per Bbl)	$	77.61	$	94.38
Natural Gas (per Mcf)	2.66		6.56

________________________

(1)Based on average NYMEX closing prices.

For 2023, the average NYMEX pricing was $77.61 per barrel of oil, or 18% lower than in 2022. Our average realized oil price before reflecting settled oil derivatives was $74.78 per barrel of oil in 2023. Our average realized oil price after reflecting settled oil derivatives was $73.88 per barrel of oil in 2023, or 5% higher than in 2022, due to a significantly smaller loss on settled oil derivatives in 2023 compared to 2022, partially offset by the lower average NYMEX price and a higher oil price differential.

For 2023, the average NYMEX pricing for natural gas was $2.66 per Mcf, or 59% lower than in 2022. Our average realized natural gas price before reflecting settled natural gas derivatives was $2.98 per Mcf in 2023. Our average realized natural gas price after reflecting settled natural gas derivatives was $3.90 per Mcf in 2023, or 33% lower than in 2022, due to the lower average NYMEX price, partially offset by a gain on settled natural gas derivatives in 2023 compared to a loss in 2022.

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We have entered into derivatives contracts to hedge commodity price risk on a portion of our future expected oil and natural gas production. For a summary as of December 31, 2023, of our open commodity price derivative contracts for future periods, see “Quantitative and Qualitative Disclosures about Market Risk—Commodity Price Risk” in Item 7A below. See also Note 12 to our financial statements.

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Results of Operations for 2023 and 2022

The following table sets forth selected operating data for the periods indicated.  Production volumes and average sales prices are derived from accrued accounting data for the relevant period indicated.

	Year Ended December 31,
	2023		2022
Net Production:
Oil (Bbl)	22,012,986		16,090,072
Natural Gas and NGLs (Mcf)	84,341,858		68,829,142
Total (Boe)	36,069,962		27,561,596
Net Sales (in thousands):
Oil Sales	$	1,646,096	$	1,474,610
Natural Gas and NGL Sales	251,683		511,188
Gain (Loss) on Settled Commodity Derivatives	57,919		(455,450)
Gain on Unsettled Commodity Derivatives	201,331		40,187
Other Revenue	9,230		—
Total Revenues	2,166,259		1,570,535
Average Sales Prices:
Oil (per Bbl)	$	74.78	$	91.65
Effect of Loss on Settled Oil Derivatives on Average Price (per Bbl)	(0.90)		(21.48)
Oil Net of Settled Oil Derivatives (per Bbl)	73.88		70.17
Natural Gas and NGLs (per Mcf)	2.98		7.43
Effect of Gain (Loss) on Settled Natural Gas Derivatives on Average Price (per Mcf)	0.92		(1.60)
Natural Gas and NGLs Net of Settled Natural Gas Derivatives (per Mcf)	3.90		5.83
Realized Price on a Boe Basis Excluding Settled Commodity Derivatives	52.61		72.05
Effect of Gain (Loss) on Settled Commodity Derivatives on Average Price (per Boe)	1.61		(16.52)
Realized Price on a Boe Basis Including Settled Commodity Derivatives	54.22		55.53
Operating Expenses (in thousands):
Production Expenses	$	347,006	$	260,676
Production Taxes	160,118		158,194
General and Administrative Expenses	46,801		47,201
Depletion, Depreciation, Amortization and Accretion	486,024		251,272
Other Expenses	4,448		—
Costs and Expenses (per Boe):
Production Expenses	$	9.62	$	9.46
Production Taxes	4.44		5.74
General and Administrative Expenses	1.30		1.71
Depletion, Depreciation, Amortization and Accretion	13.47		9.12
Net Producing Wells at Period-End	951.6		799.3

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Oil and Natural Gas Sales

Our revenues vary from year to year primarily as a result of changes in realized commodity prices and production volumes.  In 2023, our oil, natural gas and NGL sales, excluding the effect of settled commodity derivatives, decreased 4% from 2022, driven by a 27% decrease in realized prices, excluding the effect of settled commodity derivatives, partially offset by a 31% increase in production volumes. The lower average realized price in 2023 as compared to 2022 was driven by lower average NYMEX oil and natural gas prices and slightly higher average oil price differential in 2023 as compared to 2022.  Oil price differential during 2023 averaged $2.83 per barrel, as compared to $2.73 per barrel in 2022.

We add production through drilling success as we place new wells into production and through additions from acquisitions, which is offset by the natural decline of our oil and natural gas production from existing wells. Our substantial acquisition activities in 2022 and 2023 (see Note 3 to our financial statements) helped drive the 31% increase in production levels in 2023 as compared to 2022. In addition, the number of net wells we added to production (excluding acquisitions) increased by 35% in 2023 as compared to 2022, due to our growing organic acreage footprint and increased development on our properties.

Our production for the last two years is set forth in the following table:

	Year Ended December 31,
	2023	2022
Production:
Oil (Bbl)	22,012,986	16,090,072
Natural Gas and NGL (Mcf)	84,341,858	68,829,142
Total (Boe)(1)	36,069,962	27,561,596
Average Daily Production:
Oil (Bbl)	60,310	44,082
Natural Gas and NGL (Mcf)	231,074	188,573
Total (Boe)(1)	98,822	75,511

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(1)Natural gas and NGLs are converted to Boe at the rate of one barrel equals six Mcf based upon the approximate relative energy content of oil and natural gas, which is not necessarily indicative of the relationship of oil and natural gas prices.

Commodity Derivative Instruments

We enter into commodity derivative instruments to manage the price risk attributable to future oil and natural gas production.  Our gain (loss) on commodity derivatives, net was a gain of $259.3 million in 2023, compared to a loss of $415.3 million in 2022.  Gain (loss) on commodity derivatives, net is comprised of (i) cash gains and losses we recognize on settled commodity derivative instruments during the period, and (ii) unsettled gains and losses we incur on commodity derivative instruments outstanding at period-end.

For 2023, we realized a gain on settled commodity derivatives of $57.9 million, compared to a $455.4 million loss in 2022.  The increased gain on settled derivatives was primarily due to a significant decrease in the average NYMEX oil price in 2023 compared to 2022. The average NYMEX oil price for 2023 was $77.61 per barrel, compared to $94.38 per barrel for 2022. During 2023, our derivative settlements included 8.1 million barrels of oil subject to swaps at an average settlement price of $75.19 per barrel, and we had an additional 6.3 million barrels of oil hedged subject to collars. During 2022, our settled commodity derivatives included 10.9 million barrels of oil at an average settlement price of $62.52 per barrel. Our average realized price (including all commodity derivative cash settlements) in 2023 was $54.22 per Boe compared to $55.53 per Boe in 2022. The gain (loss) on settled commodity derivatives increased our average realized price per Boe by $1.61 in 2023 and decreased our average realized price per Boe by $16.52 in 2022. The percentage of oil production hedged under our derivative contracts was 65% and 68% in 2023 and 2022, respectively.

Unsettled commodity derivative gains and losses was a gain of $201.3 million in 2023 compared to a gain of $40.2 million in 2022.  Our derivatives are not designated for hedge accounting and are accounted for using the mark-to-market accounting method whereby gains and losses from changes in the fair value of derivative instruments are recognized

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immediately into earnings.  Mark-to-market accounting treatment creates volatility in our revenues as gains and losses from unsettled derivatives are included in total revenues and are not included in accumulated other comprehensive income in the accompanying balance sheets.  As commodity prices increase or decrease, such changes will have an opposite effect on the mark-to-market value of our commodity derivatives.  Any gains on our unsettled commodity derivatives are expected to be offset by lower wellhead revenues in the future, while any losses are expected to be offset by higher future wellhead revenues based on the value at the settlement date.  At December 31, 2023, all of our derivative contracts are recorded at their fair value, which was a net liability of $36.2 million, a change of $200.3 million from the $236.5 million net liability recorded as of December 31, 2022.  The decrease in the net liability at December 31, 2023 as compared to December 31, 2022 was primarily due to changes in forward commodity prices relative to prices on our open commodity derivative contracts since December 31, 2022.  Our open commodity derivative contracts are summarized in “Item 7A. Quantitative and Qualitative Disclosures about Market Risk—Commodity Price Risk.”

Production Expenses

Production expenses were $347.0 million in 2023 compared to $260.7 million in 2022.  On a per unit basis, production expenses increased 2%, from $9.46 per Boe in 2022 to $9.62 per Boe in 2023, due to higher service and maintenance costs and higher workover expenses, which was partially offset by lower processing costs associated with a change in our production mix. On an absolute dollar basis, the 33% increase in our production expenses in 2023 compared to 2022 was primarily due to a 31% increase in production volumes and a 2% increase in per unit costs.

Production Taxes

We pay production taxes based on realized oil and natural gas sales. Production taxes were $160.1 million in 2023 compared to $158.2 million in 2022.  The increase is due to higher production and a higher oil cut percentage, offset by the significantly lower realized prices and the change in our geographical production mix. As a percentage of oil and natural gas sales, our production taxes were 8.4% and 8.0% in 2023 and 2022, respectively. The fluctuation in our average production tax rate from year to year is primarily due to changes in our oil sales as a percentage of our total oil and gas sales, as well as the mix of our production by basin. Oil sales are taxed at a higher rate than natural gas sales.

General and Administrative Expenses

General and administrative expenses were $46.8 million for 2023 compared to $47.2 million for 2022. The decrease in 2023 compared to 2022 was primarily due to a $5.3 million decrease in acquisition costs, partially offset by a $2.5 million increase in professional fees and a $1.2 million increase in compensation costs.

Depletion, Depreciation, Amortization and Accretion

Depletion, depreciation, amortization and accretion (“DD&A”) was $486.0 million in 2023 compared to $251.3 million in 2022.  The aggregate increase in DD&A expense for 2023 compared to 2022 was driven by a 31% increase in production levels and a 48% increase in the depletion rate per Boe. The increase in depletion rate per Boe for 2023 as compared to 2022 was primarily due to a significant increase to our depletable base, due to the closing of several larger acquisitions in 2022 and 2023 (see Note 3 to our financial statements). The following table summarizes DD&A expense per Boe for 2023 and 2022:

	Year Ended December 31,
	2023		2022		Change		% Change
Depletion	$	13.37	$	9.01	$	4.36	48	%
Depreciation, Amortization, and Accretion	0.10		0.11		(0.01)		(9)	%
Total DD&A expense	$	13.47	$	9.12	$	4.35	48	%

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Interest Expense

Interest expense, net of capitalized interest, was $135.7 million in 2023 compared to $80.3 million in 2022.  The increase in interest expense for 2023 as compared to 2022 was primarily due to higher levels of debt and higher weighted-average interest rates on debt outstanding during 2023 compared to 2022.

Contingent Consideration Gain (Loss)

    We have incurred contingent consideration liabilities in connection with certain acquisitions of oil and gas properties. During the years ended December 31, 2023 and 2022, we recorded a contingent consideration gain of $10.1 million compared to a gain of $1.9 million, respectively, due to the change in the fair value of these liabilities. As of December 31, 2023, there were no remaining outstanding contingent consideration liabilities.

Income Tax Expense

During 2023, we recorded income tax expense of $77.8 million related to federal and state income taxes as a result of the release of the majority of our valuation allowance during the period. During 2022, we recorded income tax expense of $3.1 million related to state income taxes as the Company maintained a full valuation allowance for its deferred tax assets. The effective tax rate for 2023 was 7.8% compared to an effective tax rate of 0.4% for 2022. The difference was due primarily to the release of our full valuation allowance and recording of deferred tax liabilities in 2023.

Liquidity and Capital Resources

Overview

Our main sources of liquidity and capital resources as of the date of this report have been internally generated cash flow from operations, proceeds from equity and debt financings, credit facility borrowings and cash settlements of commodity derivative instruments.  Our primary uses of capital have been for the acquisition, development and operation of our oil and natural gas properties, cash settlements of commodity derivative instruments and for stockholder returns. We continually monitor potential capital sources for opportunities to enhance liquidity or otherwise improve our financial position.

In May 2023, we issued $500.0 million in aggregate principal amount of Senior Notes due 2031, the proceeds of which were used primarily to refinance existing indebtedness, and for general corporate purposes.

In May 2023, we closed an underwritten public offering of 7,647,500 shares of our common stock at a price of $29.40 per share, after deducting underwriting discounts. This offering resulted in net proceeds of approximately $224.7 million, after deducting underwriting discounts and commissions, which were used primarily to finance the cash consideration for the acquisition of Delaware Basin assets from Forge Energy II Delaware, LLC. In October 2023, we closed an underwritten public offering of 7,475,000 shares of our common stock at a price of $38.88 per share, after deducting underwriting discounts. This offering resulted in net proceeds of approximately $290.6 million, after deducting underwriting discounts and commissions, which were primarily used for the repayment of existing indebtedness, and for general corporate purposes.

During 2023, we repurchased and retired (i) 287,751 shares of our common stock for total consideration of $8.0 million and (ii) $19.1 million aggregate principal amount of our Senior Notes due 2028 for total consideration of $18.4 million, plus accrued and unpaid interest.

We completed over $1.0 billion in substantial bolt-on acquisitions that closed during 2023 (see Note 3 to our financial statements). We financed these acquisitions with a combination of debt and equity financings, credit facility borrowings, and internally generated cash flow from operations.

As of December 31, 2023, we had outstanding debt consisting of $161.0 million of borrowings under our Revolving Credit Facility, $705.1 million aggregate principal amount of our Senior Notes due 2028, $500.0 million aggregate principal amount of our Convertible Notes, and $500.0 million aggregate principal amount of our Senior Notes due 2031. We had total liquidity of $1,097.2 million as of December 31, 2023, consisting of $1,089.0 million of committed borrowing availability under the Revolving Credit Facility and $8.2 million of cash on hand.

One of the primary sources of variability in our cash flows from operating activities is commodity price volatility. Oil accounted for 87% and 74% of our total oil and gas sales in 2023 and 2022, respectively.  As a result, our operating cash flows are more sensitive to fluctuations in oil prices than they are to fluctuations in natural gas and NGL prices.  We seek to maintain

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a robust hedging program to mitigate volatility in commodity prices with respect to a portion of our expected production. For the years ended 2023 and 2022, we hedged approximately 65% and 68% of our crude oil production, respectively. For a summary as of December 31, 2023, of our open commodity swap contracts for future periods, see “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” below.

With our cash on hand, cash flow from operations, and borrowing capacity under our Revolving Credit Facility, we believe that we will have sufficient cash flow and liquidity to fund our budgeted capital expenditures and operating expenses for at least the next twelve months and, based on current expectations, for the foreseeable future. However, we may seek additional access to capital and liquidity.  We cannot assure you, however, that any additional capital will be available to us on favorable terms or at all.

Our recent capital commitments have been to fund acquisitions and development of oil and natural gas properties. We expect to fund our near-term capital requirements and working capital needs with cash flows from operations and available borrowing capacity under our Revolving Credit Facility.  Our capital expenditures could be curtailed if our cash flows decline from expected levels.  Because production from existing oil and natural gas wells declines over time, reductions of capital expenditures used to drill and complete new oil and natural gas wells would likely result in lower levels of oil and natural gas production in the future.

Working Capital

Our working capital balance fluctuates as a result of changes in commodity pricing and production volumes, collection of receivables, expenditures related to our development and production operations and the impact of our outstanding derivative instruments.  At December 31, 2023, we had a working capital surplus of $123.6 million, compared to a deficit of $24.5 million at December 31, 2022.  Current assets increased by $188.9 million and current liabilities increased by $40.8 million at December 31, 2023 as compared to December 31, 2022. 

The $188.9 million increase in current assets in 2023 as compared to 2022 was driven by a $99.2 million increase in accounts receivable, primarily due to higher production levels, and a $40.4 million increase in derivative instruments due to the change in fair value as a result of commodity price changes.

The $40.8 million increase in current liabilities in 2023 as compared to 2022 was driven by a $90.3 million increase in accounts payable and accrued liabilities, primarily as a result of increased development activity, and a $1.9 million increase in accrued interest. These increases were partially offset by a $41.6 million decrease in our derivative instruments as a result of commodity price changes and a $10.1 million decrease in contingent consideration liabilities related to our acquisition activities (see Note 3 to our financial statements).

Cash Flows

Cash flows from operations are primarily affected by production volumes and commodity prices, net of the effects of settlements of our derivative contracts, and by changes in working capital.  Any interim cash needs are funded by cash on hand, cash flows from operations or borrowings under our Revolving Credit Facility.  We typically enter into commodity derivative transactions covering a substantial, but varying, portion of our anticipated future oil and gas production for the next 12 to 24 months. See “Item 7A. Quantitative and Qualitative Disclosures about Market Risk.”

Our cash flows for the years ended December 31, 2023 and 2022 are presented below:

	Year Ended December 31,
(In thousands)	2023		2022
Net Cash Provided by Operating Activities	$	1,183,321	$	928,418
Net Cash Used for Investing Activities	(1,862,346)		(1,402,777)
Net Cash Provided by Financing Activities	684,692		467,367
Net Change in Cash	$	5,667	$	(6,992)

Cash Flows from Operating Activities

Net cash provided by operating activities in 2023 was $1,183.3 million, compared to $928.4 million in 2022. This increase was driven by a 31% year-over-year increase in production levels and a 5% increase in our realized oil price after the

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effect of settled derivatives, which was partially offset by an increase in production expenses. Net cash provided by operating activities is also affected by working capital changes or the timing of cash receipts and disbursements. Changes in working capital and other items (as reflected in our statements of cash flows) in the year ended December 31, 2023 was a deficit of $106.1 million compared to a deficit of $62.4 million in 2022.

Cash Flows from Investing Activities

We had cash flows used in investing activities of $1,862.3 million and $1,402.8 million during the years ended December 31, 2023 and 2022, respectively, primarily as a result of our capital expenditures for drilling, development and acquisition costs.  The year-over-year increase in cash used in investing activities in 2023 was mainly attributable to our 2023 acquisitions. In addition, cash flows used in investing activities included a $17.1 million acquisition deposit for an acquisition that was pending at year-end 2023. During 2023 and 2022, we added 76.6 and 56.8 net wells to production, respectively, excluding already producing wells from acquisitions.

Our cash flows used in investing activities reflects actual cash spending, which can lag several months from when the related costs were incurred.  As a result, our actual cash spending is not always reflective of current levels of development activity.  For instance, during the year ended December 31, 2023, our capitalized costs incurred, excluding non-cash consideration, for oil and natural gas properties (e.g. drilling and completion costs, acquisitions, and other capital expenditures) amounted to $1,925.9 million, while the actual cash spend in this regard amounted to $1,861.1 million.

Development and acquisition activities are discretionary.  We monitor our capital expenditures on a regular basis, adjusting the amount up or down, and between projects, depending on projected commodity prices, cash flows and returns. Our cash spend for development and acquisition activities for the years ended December 31, 2023 and 2022 are summarized in the following table:

	Year Ended December 31,
(In millions)	2023		2022
Drilling and Development Capital Expenditures	$	809.8	$	392.5
Acquisition of Oil and Natural Gas Properties	1,047.7		958.8
Other Capital Expenditures	3.6		4.0
Total	$	1,861.1	$	1,355.2

Cash Flows from Financing Activities

Net cash provided by financing activities was $684.7 million and $467.4 million for the years ended December 31, 2023 and 2022, respectively.  The cash provided by financing activities in 2023 was primarily related to the issuance of the Senior Notes due 2031 of $492.8 million and the issuance of common stock of $514.7 million, which was partially offset by $8.0 million in repurchases of common stock, $18.4 million in repurchases of our Senior Notes due 2028, and $158.0 million of net repayments on our Revolving Credit Facility. Additionally, we paid common stock dividends of $123.9 million and spent $11.9 million in fees in connection with debt financing transactions in 2023.

The cash provided by financing activities in 2022 was primarily related to $264.0 million of net advances under our Revolving Credit Facility and issuance of Convertible Notes of $483.0 million, which was partially offset by $81.2 million in repurchases of our 6.500 % Series A Perpetual Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”), $54.5 million in repurchases of common stock, $24.9 million in repurchases of our Senior Notes due 2028, and $36.1 million of capped call purchases related to the issuance of our Convertible Notes. Additionally, we paid common and preferred stock dividends of $51.6 million and $21.7 million, respectively, and spent $7.4 million in fees in connection with debt financing transactions in 2022.

Revolving Credit Facility

We have entered into a revolving credit facility with Wells Fargo Bank, as administrative agent, and the lenders from time to time party thereto (the “Revolving Credit Facility”). The Revolving Credit Facility is subject to a borrowing base with maximum loan value to be assigned to the proved reserves attributable to our oil and gas properties. As of December 31, 2023, the Revolving Credit Facility had a borrowing base of $1.8 billion and an elected commitment amount of $1.25 billion, and we had $161.0 million in borrowings outstanding under the facility, leaving $1,089.0 million in available committed borrowing capacity. See Note 4 to our financial statements for further details regarding the Revolving Credit Facility.

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Senior Notes due 2028

As of December 31, 2023, we had outstanding $705.1 million aggregate principal amount of our 8.125% senior notes due 2028. See Note 4 to our financial statements for further details regarding the Senior Notes due 2028.

Convertible Notes due 2029

As of December 31, 2023, we had outstanding $500.0 million aggregate principal amount of our Convertible Notes. See Note 4 to our financial statements for further details regarding the Convertible Notes.

Senior Notes due 2031

As of December 31, 2023, we had outstanding $500.0 million aggregate principal amount of our 8.750% senior notes due 2031. See Note 4 to our financial statements for further details regarding the Senior Notes due 2031.

Series A Preferred Stock

In November 2022, we exercised in full our mandatory conversion rights on the Series A Preferred Stock. All outstanding shares of Series A Preferred Stock automatically converted into shares of common stock on November 15, 2022. As of December 31, 2023, we had no outstanding shares of Series A Preferred Stock. See Note 5 to our financial statements for further details regarding the Series A Preferred Stock and the mandatory conversion.

Known Contractual and Other Obligations; Planned Capital Expenditures

Contractual and Other Obligations. We have contractual commitments under our debt agreements, including interest payments and principal repayments. See Note 4 to our financial statements. We have contractual commitments that may require us to make payments upon future settlement of our commodity derivative contracts. See Note 12 to our financial statements. We have firm commitments on certain assets that we assumed in our April 2021 acquisition of natural gas properties in the Appalachian Basin. See “Item 2—Properties—Delivery Commitments” above. We have future obligations related to the abandonment of our oil and natural gas properties. See Note 9 to our financial statements. With respect to all of these items, except for our commitments under our debt agreements, we cannot determine with accuracy the amount and/or timing of such payments.

Planned Capital Expenditures. For 2024, we are budgeting approximately $825 to $900 million in total planned capital expenditures, including development expenditures and our smaller day-to-day acquisition activity, which we refer to as our “ground game” acquisition activity. As of December 31, 2023, we had incurred $236 million in capital expenditures that were included in accounts payable and accrued liabilities, and we estimate that we were committed to an additional approximately $393 million in development capital expenditures not yet incurred for wells we had elected to participate in. We expect to fund planned capital expenditures with cash generated from operations and, if required, borrowings under our Revolving Credit Facility. The foregoing excludes larger acquisitions, which are typically not included in our annual capital expenditure budget. See also “Capital Requirements” below.

Capital Stock and Debt Security Repurchases. In May 2022, the Company’s board of directors approved a stock repurchase program to acquire up to $150.0 million of the Company’s outstanding common stock. The stock repurchase program allows the Company to repurchase its shares from time to time in the open market, block transactions and in negotiated transactions. During the year ended December 31, 2023 the Company repurchased 287,751 shares of its common stock under the stock repurchase program at a total cost of $8.0 million. During the year ended December 31, 2023, the Company also repurchased and retired $19.1 million in aggregate principal amount of the Senior Notes due 2028 in open market transactions for a total of $18.4 million in cash, plus accrued interest. The Company may in the future engage in similar transactions.

The amount, timing and allocation of capital expenditures are largely discretionary and subject to change based on a variety of factors.  If oil, NGL and natural gas prices decline below our acceptable levels, or costs increase above our acceptable levels, we may choose to defer a portion of our budgeted capital expenditures until later periods to achieve the desired balance between sources and uses of liquidity and prioritize capital projects that we believe have the highest expected returns and potential to generate near-term cash flow.  We may also increase our capital expenditures significantly to take advantage of opportunities we consider to be attractive.  We will carefully monitor and may adjust our projected capital expenditures in response to success or lack of success in drilling activities, changes in prices, availability of financing and joint venture opportunities, drilling and acquisition costs, industry conditions, the timing of regulatory approvals, the availability of rigs,

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fluctuations in service costs, contractual obligations, internally generated cash flow and other factors both within and outside our control.  For additional information on the impact of changing prices and market conditions on our financial position, see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk.”

Capital Requirements

Development and acquisition activities are discretionary, and, for the near term, we expect such activities to be maintained at levels we can fund through cash on hand, internal cash flow and borrowings under our Revolving Credit Facility.  To the extent capital requirements exceed internal cash flow and borrowing capacity under our Revolving Credit Facility, additional financings from the capital markets may be pursued to fund these requirements.  We monitor our capital expenditures on a regular basis, adjusting the amount up or down and also between our projects, depending on commodity prices, cash flow and projected returns.  Also, our obligations may change due to acquisitions, divestitures and continued growth.  Our future success in growing proved reserves and production may be dependent on our ability to access outside sources of capital.  If internally generated cash flow and borrowing capacity under our Revolving Credit Facility are not available or sufficient, we may issue additional equity or debt to fund capital expenditures, make acquisitions, extend maturities or to repay debt.

Satisfaction of Our Cash Obligations for the Next Twelve Months

With our Revolving Credit Facility and our cash flows from operations, we believe we will have sufficient capital to meet our drilling commitments, expected general and administrative expenses and other cash needs for the next twelve months and, based on current expectations, for the foreseeable future. Nonetheless, any strategic acquisition of assets or increase in drilling activity may lead us to seek additional capital.  We may also choose to seek additional capital rather than utilize our Revolving Credit Facility or other debt instruments to fund accelerated or continued drilling at the discretion of management and depending on prevailing market conditions.  We will evaluate any potential opportunities for acquisitions as they arise.  However, there can be no assurance that any additional capital will be available to us on favorable terms or at all.

Effects of Inflation and Pricing

The oil and natural gas industry is very cyclical and the demand for goods and services of oil field companies, suppliers and others associated with the industry put extreme pressure on the economic stability and pricing structure within the industry.  Typically, as prices for oil and natural gas increase, so do all associated costs.  Conversely, in a period of declining prices, associated cost declines are likely to lag and may not adjust downward in proportion.  Material changes in prices also impact our current revenue stream, estimates of future reserves, borrowing base calculations of bank loans, impairment assessments of oil and natural gas properties, and values of properties in purchase and sale transactions.  Material changes in prices can impact the value of oil and natural gas companies and their ability to raise capital, borrow money and retain personnel.  Based on current conditions and expectations, we are not budgeting for any significant change in per well drilling and completion and other associated costs in 2024 compared to 2023. 

Critical Accounting Estimates

The establishment and consistent application of accounting policies is a vital component of accurately and fairly presenting our financial statements in accordance with generally accepted accounting principles in the United States (GAAP), as well as ensuring compliance with applicable laws and regulations governing financial reporting. While there are rarely alternative methods or rules from which to select in establishing accounting and financial reporting policies, proper application often involves significant judgment regarding a given set of facts and circumstances and a complex series of decisions.

Use of Estimates

The preparation of financial statements under GAAP requires management to make estimates and assumptions that affect our reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Our estimates of our proved oil and natural gas reserves, future development costs, estimates relating to certain oil and natural gas revenues and expenses, and fair value of derivative instruments are the most critical to our financial statements.

Oil and Natural Gas Reserves

The determination of depreciation, depletion and amortization expense as well as impairments that are recognized on our oil and natural gas properties are highly dependent on the estimates of the proved oil and natural gas reserves attributable to our properties.  Our estimate of proved reserves is based on the quantities of oil and natural gas which geological and

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engineering data demonstrate, with reasonable certainty, to be recoverable in the future years from known reservoirs under existing economic and operating conditions.  The accuracy of any reserve estimate is a function of the quality of available data, engineering and geological interpretation, and judgment.  For example, we must estimate the amount and timing of future operating costs, production taxes and development costs, all of which may in fact vary considerably from actual results. In addition, as the prices of oil and natural gas and cost levels change from year to year, the economics of producing our reserves may change and therefore the estimate of proved reserves may also change.  Approximately 31% of our proved oil and gas reserve volumes are categorized as proved undeveloped reserves. Any significant variance in these assumptions could materially affect the estimated quantity and value of our reserve, future cash flows from our reserves, and future development of our proved undeveloped reserves.

The information regarding present value of the future net cash flows attributable to our proved oil and natural gas reserves are estimates only and should not be construed as the current market value of the estimated oil and natural gas reserves attributable to our properties.  Such information includes revisions of certain reserve estimates attributable to our properties included in the prior year’s estimates.  These revisions reflect additional information from subsequent activities, production history of the properties involved and any adjustments in the projected economic life of such properties resulting from changes in oil and natural gas prices.

Our third-party independent reserve engineers, Cawley, Gillespie & Associates, Inc., audited 100% of our estimated proved reserve quantities and their related pre-tax future net cash flows as of December 31, 2023. Our estimates of proved reserves quantities were prepared in accordance with the rules promulgated by the SEC. In connection with our external petroleum engineers performing their independent reserve audits, we furnish them with the following information that they review: (1) technical support data, (2) technical analysis of geologic and engineering support information, (3) economic and production data and (4) our well ownership interests.

Oil and Natural Gas Properties

The method of accounting we use to account for our oil and natural gas investments determines what costs are capitalized and how these costs are ultimately matched with revenues and expensed.

We utilize the full cost method of accounting to account for our oil and natural gas investments instead of the successful efforts method because we believe it more accurately reflects the underlying economics of our programs to explore and develop oil and natural gas reserves. The full cost method embraces the concept that dry holes and other expenditures that fail to add reserves are intrinsic to the oil and natural gas exploration business. Thus, under the full cost method, all costs incurred in connection with the acquisition, development and exploration of oil and natural gas reserves are capitalized. These capitalized amounts include the costs of unproved properties, internal costs directly related to acquisitions, development and exploration activities, asset retirement costs, geological and geophysical costs that are directly attributable to the properties and capitalized interest. Although some of these costs will ultimately result in no additional reserves, they are part of a program from which we expect the benefits of successful wells to more than offset the costs of any unsuccessful ones. The full cost method differs from the successful efforts method of accounting for oil and natural gas investments. The primary difference between these two methods is the treatment of exploratory dry hole costs. These costs are generally expensed under the successful efforts method when it is determined that measurable reserves do not exist. Geological and geophysical costs are also expensed under the successful efforts method. Under the full cost method, both dry hole costs and geological and geophysical costs are initially capitalized and classified as unproved properties pending determination of proved reserves. If no proved reserves are discovered, these costs are then amortized with all the costs in the full cost pool.

Capitalized amounts except unproved costs are depleted using the units of production method.  The depletion expense per unit of production is the ratio of the sum of our unamortized historical costs and estimated future development costs to our proved reserve volumes.  Estimation of hydrocarbon reserves relies on professional judgment and use of factors that cannot be precisely determined.  Subsequent reserve estimates materially different from those reported would change the depletion expense recognized during the future reporting periods.  For the year ended December 31, 2023, our average depletion expense per unit of production was $13.37 per Boe.

To the extent the capitalized costs in our full cost pool (net of depreciation, depletion and amortization and related deferred taxes) exceed the sum of the present value (using a 10% discount rate and based on 12-month/SEC oil and natural gas prices) of the estimated future net cash flows from our proved oil and natural gas reserves and the capitalized cost associated with our unproved properties, we would have a capitalized ceiling impairment. Such costs would be charged to operations as a reduction of the carrying value of oil and natural gas properties.  The risk that we will be required to write down the carrying value of our oil and natural gas properties increases when oil and natural gas prices are depressed, even if the low prices are temporary.  In addition, capitalized ceiling impairment charges may occur if we experience poor drilling results or if

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estimations of our proved reserves are substantially reduced.  A capitalized ceiling impairment is a reduction in earnings that does not impact cash flows, but does impact operating income and stockholders’ equity.  Once recognized, a capitalized ceiling impairment charge to oil and natural gas properties cannot be reversed at a later date.  The risk that we will experience a ceiling test writedown increases when oil and natural gas prices are depressed or if we have substantial downward revisions in our estimated proved reserves.

At December 31, 2023, we performed an impairment review using prices that reflect an average of 2023’s monthly prices as prescribed pursuant to the SEC’s guidelines.  We did not record any full cost impairment expense for the years ended December 31, 2023 or 2022. If a low price environment reoccurs, we might be required to write down the value of our oil and gas properties.  In addition, capitalized ceiling impairment charges may occur if estimates of proved reserves are substantially reduced or estimates of future development costs increase significantly.  See “Item 2. Properties” for a discussion of our reserve estimation assumptions.

Derivative Instrument Activities

We use derivative instruments from time to time to manage market risks resulting primarily from fluctuations in the prices of oil and natural gas.  We may periodically enter into derivative contracts, including price swaps, caps and floors, which require payments to (or receipts from) counterparties based on the differential between a fixed price and a variable price for a fixed quantity of oil or natural gas without the exchange of underlying volumes.  The notional amounts of these financial instruments are based on expected production from existing wells.  We may also use exchange traded futures contracts and option contracts to hedge the delivery price of oil at a future date.

All derivative positions are carried at their fair value in the balance sheet and are marked-to-market at the end of each period.  Any realized gains and losses on settled derivatives, as well as mark-to-market gains or losses, are aggregated and recorded to gain (loss) on derivative instruments, net on the statements of operations rather than as a component of accumulated other comprehensive income or other income (expense).  The resulting cash flows from derivatives are reported as cash flows from operating activities. See Note 12 to our financial statements for a description of the derivative contracts.

Recently Issued or Adopted Accounting Pronouncements

For discussion of recently issued or adopted accounting pronouncements, see Notes to Financial Statements—Note 2. Significant Accounting Policies.

Off-Balance Sheet Arrangements

We currently do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Commodity Price Risk

The price we receive for our oil and natural gas production heavily influences our revenue, profitability, access to capital and future rate of growth.  Oil and natural gas are commodities and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand and other factors.  Historically, the markets for oil and natural gas have been volatile, and we believe these markets will likely continue to be volatile in the future.  The prices we receive for our production depend on numerous factors beyond our control.  Our revenue generally would have increased or decreased along with any increases or decreases in oil or natural gas prices, but the exact impact on our income is indeterminable given the variety of expenses associated with producing and selling oil that also increase and decrease along with oil prices. See “Item 2. Properties - Proved Reserves Sensitivity by Price Scenario” for estimates of how a change in oil and gas prices from the 2023 SEC Case to the $70 Flat Case would reduce our proved reserves volumes and the PV-10 value thereof.

We enter into derivative contracts to achieve a more predictable cash flow by reducing our exposure to commodity price volatility.  All derivative positions are carried at their fair value on the balance sheet and are marked-to-market at the end of each period.  Any realized gains and losses on settled derivatives, as well as mark-to-market gains or losses, are aggregated and recorded to gain (loss) on derivative instruments, net on the statements of operations rather than as a component of other comprehensive income or other income (expense).

We generally use derivatives to economically hedge a significant, but varying portion of our anticipated future production.  Any payments due to counterparties under our derivative contracts are funded by proceeds received from the sale of our production.  Production receipts, however, lag payments to the counterparties.  Any interim cash needs are funded by cash from operations or borrowings under our Revolving Credit Facility.

The following table summarizes our open crude oil derivative contracts as of December 31, 2023, by fiscal quarter.

Crude Oil Contracts
	Swaps(1)			Collars
Settlement Period	Volume (Bbls)	Weighted Average Price ($/Bbl)		Volume Ceiling (Bbls)	Volume Floor (Bbls)	Weighted Average Ceiling Price ($/Bbl)		Weighted Average Floor Price ($/Bbl)
2024:
Q1	2,130,923	$	75.30	2,423,147	1,771,928	$	84.43	$	70.32
Q2	2,047,737	74.55		2,424,137	1,782,017	84.06		69.90
Q3	2,081,096	73.88		1,196,056	1,044,256	80.90		69.49
Q4	1,699,109	72.46		1,045,749	871,800	81.73		69.10
2025:
Q1	567,749	$	71.99	413,286	314,849	$	79.20	$	67.84
Q2	554,133	72.15		273,171	199,233	75.49		67.63
Q3	552,394	71.75		234,994	161,970	75.76		67.88
Q4	548,911	71.75		208,511	135,487	76.87		67.63
2026:
Q1	263,726	$	69.05	43,226	39,289	$	70.25	$	62.50
Q2	266,657	68.98		43,707	39,727	70.25		62.50
Q3	269,587	68.91		44,187	40,163	70.25		62.50
Q4	269,587	68.83		44,187	40,163	70.25		62.50

_____________

(1)This table does not include volumes subject to swaptions and call options, which are crude oil derivative contracts we have entered into which may increase our swapped volumes at the option of our counterparties. This table also does not include

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basis swaps. See Note 12 to our financial statements for further details regarding our commodity derivatives, including the swaptions and call options that are not included in the foregoing table.

The following table summarizes our open natural gas derivative contracts as of December 31, 2023, by fiscal quarter.

Natural Gas Contracts
	Swaps(1)			Collars
Contract Period	Volume (MMBTU)	Weighted Average Price ($/MMBTU)		Volume Ceiling (MMBTU)	Volume Floor (MMBTU)	Weighted Average Ceiling Price ($/MMBTU)		Weighted Average Floor Price ($/MMBTU)
2024:
Q1	10,816,616	$	3.57	4,725,000	4,725,000	$	5.21	$	3.29
Q2	10,870,805	3.45		5,062,500	5,062,500	4.50		3.05
Q3	10,860,457	3.49		5,520,000	5,520,000	4.74		3.06
Q4	7,722,909	3.49		6,336,586	6,336,586	5.15		3.10
2025:
Q1	1,485,000	$	3.61	7,416,417	7,416,417	$	5.54	$	3.16
Q2	915,000	3.60		6,931,297	6,931,297	5.22		3.16
Q3	920,000	3.60		6,567,569	6,567,569	5.28		3.16
Q4	765,000	3.52		5,778,723	5,778,723	5.44		3.15
2026:
Q1	450,000	$	3.20	4,048,249	4,048,249	$	5.66	$	3.13
Q2	455,000	3.20		4,184,706	4,184,706	5.66		3.13
Q3	460,000	3.20		4,184,706	4,184,706	5.66		3.13
Q4	460,000	3.20		2,774,642	2,774,642	5.66		3.13

_____________

(1)This table does not include volumes subject to swaptions and call options, which are natural gas derivative contracts we have entered into which may increase our swapped volumes at the option of our counterparties. This table also does not include basis swaps. See Note 12 to our financial statements for further details regarding our commodity derivatives, including the call options and basis swaps that are not included in the foregoing table.

Interest Rate Risk

Our long-term debt as of December 31, 2023 was comprised of borrowings that contain fixed and floating interest rates. Our Senior Notes and Convertible Notes bear cash interest at fixed rates. Our Revolving Credit Facility interest rate is a floating rate option that is designated by us within the parameters established by the underlying agreement (see Note 4 to our financial statements).

From time to time, the Company may use interest rate swaps to effectively convert a portion of its variable rate indebtedness to fixed rate indebtedness. As of December 31, 2023, we had no interest rate swaps.

Changes in interest rates can impact results of operations and cash flows.  A 1% increase in short-term interest rates on our floating-rate debt outstanding at December 31, 2023 would cost us approximately $1.6 million in additional annual interest expense.

Item 8. Financial Statements and Supplementary Data

The financial statements and supplementary financial information required by this item are included on the pages immediately following the Index to Financial Statements appearing on page F-1.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

As of December 31, 2023, our management, including our principal executive officer and principal financial officer, had evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) pursuant to Rule 13a-15(b) under the Exchange Act.  Based upon and as of the date of the evaluation, our principal executive officer and principal financial officer concluded that information required to be disclosed is recorded, processed, summarized and reported within the specified periods and is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow for timely decisions regarding required disclosure of material information required to be included in our periodic SEC reports. Based on the foregoing, our management determined that our disclosure controls and procedures were effective as of December 31, 2023.

Changes in Internal Control over Financial Reporting

No change in our Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.  The Company's internal control over financial reporting is a process designed by or under the supervision of the Company's principal executive officer and principal financial officer and effected by the board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

Based on our evaluation under the framework in Internal Control-Integrated Framework, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023.

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The effectiveness of our Company’s internal control over financial reporting as of December 31, 2023, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Northern Oil & Gas, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Northern Oil & Gas, Inc. (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 23, 2024, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota

February 23, 2024

67

Item 9B. Other Information

(a)    None.

(b)    During the quarter ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

During the quarter ended December 31, 2023, the Company did not adopt or terminate a “Rule 10b5-1 trading arrangement” as that term is defined in Item 408(a) of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Certain information required by this Part III is incorporated by reference from our definitive Proxy Statement for the Annual Meeting of Stockholders to be held in 2024, which we intend to file with the SEC pursuant to Regulation 14A within 120 days after December 31, 2023.  Except for those portions specifically incorporated into this Annual Report on Form 10-K by reference to the Proxy Statement, no other portions of the Proxy Statement are deemed to be filed as part of this Annual Report on Form 10-K.

Item 10.  Directors, Executive Officers and Corporate Governance

The information appearing under the headings “Proposal 1: Election of Directors,” “Corporate Governance” and “Delinquent Section 16(a) Reports” in the Proxy Statement is incorporated herein by reference.

We have adopted a Code of Business Conduct and Ethics that applies to our chief executive officer, chief financial officer and persons performing similar functions.  A copy is available on our website at www.noginc.com.  We intend to post on our website any amendments to, or waivers from, our Code of Business Conduct and Ethics pursuant to the rules of the SEC and New York Stock Exchange.

Information About Our Executive Officers

Our executive officers, their ages and offices held are as follows:

Name	Age	Positions
Nicholas O’Grady	45	Chief Executive Officer
Chad Allen	42	Chief Financial Officer
Adam Dirlam	40	President
Erik Romslo	46	Chief Legal Officer & Secretary
James Evans	40	Chief Technical Officer

Nicholas O’Grady has served as our Chief Executive Officer since January 2020. Prior to that, he served as our Chief Financial Officer from June 2018 to September 2019, and as our Chief Financial Officer & President from September 2019 to December 2019. Mr. O’Grady has nearly two decades of finance experience, both as an investment banker and as a principal investor. Mr. O’Grady began his career in the Natural Resources investment banking group at Bank of America. Later moving to the hedge fund industry, he worked at firms such as Highbridge Capital Management. Prior to joining our company, he worked as a senior credit analyst and portfolio manager at Hudson Bay Capital Management from September 2014 to May 2018, where he focused on energy-related equities, public credit, private and direct investments. Previously, he worked as a portfolio manager at Bluecrest Capital Management from November 2013 to June 2014, and at Sigma Capital Management from April 2012 to October 2013. Mr. O’Grady holds a bachelor’s degree in both history and economics from Bowdoin College.

Chad Allen has served as our as our Chief Financial Officer since January 2020. Prior to that, he served as our Chief Accounting Officer from August 2016 to December 2019, prior to which he served as the company’s Corporate Controller

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since joining NOG in August of 2013. Mr. Allen served as the company’s Interim Chief Financial Officer from January-May 2018. Prior to joining our company, Mr. Allen was in the audit practice with Grant Thornton LLP from 2010 to 2013, and in the audit practice at RSM US LLP (formerly McGladrey & Pullen, LLP) from 2004 to 2010. Mr. Allen holds a bachelor’s degree in accounting from Minnesota State University, Mankato and is a Certified Public Accountant.

Adam Dirlam has served as our President since December 2021 prior to which he served as our Chief Operating Officer since January 2020. Prior to that, he served as our Executive Vice President – Land & Operations since June 2018, prior to which he served as the company’s Senior Vice President of Land & Operations since 2013 and other various roles with the company since 2009. Prior to joining our company, Mr. Dirlam served in various finance and accounting roles for Honeywell International. Mr. Dirlam holds a bachelor’s degree from the University of St. Thomas and a master’s degree from the University of Minnesota - Carlson School of Management.

Erik Romslo has served as our Chief Legal Officer and Secretary since January 2020. Prior to that, he served as our General Counsel and Secretary from October 2011 to December 2019 and as an Executive Vice President from January 2013 to December 2019. Prior to joining our company, Mr. Romslo practiced law in the Minneapolis office of our outside counsel, Faegre Drinker Biddle & Reath LLP (formerly Faegre & Benson LLP), from 2005 until 2011, where he was a member of the Corporate group.  Prior to joining Faegre, Mr. Romslo practiced law in the New York City office of Fried, Frank, Harris, Shriver & Jacobson LLP.  Mr. Romslo holds a bachelor’s degree from St. Olaf College and a law degree from the New York University School of Law.

James Evans has served as our Chief Technical Officer since April 2023. Prior to that, he served as our Executive Vice President and Chief Engineer since February 2021, our Senior Vice President of Engineering since January 2020 and as Vice President of Engineering since June 2018, prior to which he had served as the company’s Reservoir Engineering Manager since 2015. Mr. Evans began his career as a Reservoir Engineer with Cabot Oil & Gas, and also worked for Cornerstone Natural Resources and Fidelity Exploration before joining our company. Mr. Evans holds a bachelor’s degree in Petroleum Engineering from Montana Tech.

Item 11.  Executive Compensation

The information appearing under the headings “Executive Compensation” and “Compensation Committee Report,” and the information regarding compensation committee interlocks and insider participation under the heading “Corporate Governance,” in the Proxy Statement is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information with respect to our common shares issuable under our equity compensation plans as of December 31, 2023:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders
Amended and Restated 2018 Equity Incentive Plan	138,629	(1)	—		2,866,087
Equity compensation plans not approved by security holders	—		—		—
Total	138,629		$	—	2,866,087

_____________

(1)Represents shares issuable pursuant to performance-based restricted stock units (“RSUs”) granted under the Company’s Amended and Restated 2018 Equity Incentive Plan (the “2018 Plan”), assuming maximum performance under the terms of

69

the RSUs. This figure does not include the shares potentially issuable in settlement of appreciation rights (“SARs”) issued pursuant to the 2018 Plan, as the awards are not denominated in securities and the number of securities that may be issued in settlement of the SARs is not known. See Note 6 to our financial statements for additional information on these awards.

The information appearing under the heading “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information appearing under the headings “Certain Relationships and Related Transactions” and “Corporate Governance” in the Proxy Statement is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

The information appearing under the headings “Registered Public Accountant Fees” and “Pre-Approval Policies and Procedures of Audit Committee” in the Proxy Statement is incorporated herein by reference.

70

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)            Documents filed as part of this Report:

1  Financial Statements  See Index to Financial Statements on page F-1.

2  Financial Statement Schedules All schedules have been omitted because they are either not applicable, not required or the information called for therein appears in the consolidated financial statements or notes thereto.

(b)            Exhibits:

Exhibit No.	Description	Reference
2.1	Purchase and Sale Agreement between Northern Oil and Gas, Inc., Veritas TM Resources, LLC, Veritas Permian Resources, LLC, Veritas Lone Star Resources, LLC, and Veritas MOC Resources, LLC, dated November 16, 2021	Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 16, 2021
2.2	Purchase and Sale Agreement between Northern Oil and Gas, Inc., Midland-Petro D.C. Partners, LLC, and Collegiate Midstream LLC, dated as of October 18, 2022	Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 19, 2022
2.3	First Amendment to Purchase and Sale Agreement between Northern Oil and Gas, Inc., Midland-Petro D.C. Partners, LLC, and Collegiate Midstream LLC, dated as of December 13, 2022	Incorporated by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 9, 2023
2.4	Second Amendment to Purchase and Sale Agreement between Northern Oil and Gas, Inc., Midland-Petro D.C. Partners, LLC, and Collegiate Midstream LLC, dated as of January 5, 2023	Incorporated by reference to Exhibit 2.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 9, 2023
2.5	Acquisition and Cooperation Agreement, dated as of June 14, 2023, by and between Earthstone Energy Holdings, LLC and Northern Oil and Gas, Inc.	Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 16, 2023
3.1	Restated Certificate of Incorporation of Northern Oil and Gas, Inc. dated August 24, 2018	Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 27, 2018
3.2	Certificate of Amendment to the Restated Certificate of Incorporation of Northern Oil and Gas, Inc. dated September 18, 2020	Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 24, 2020
3.3	Amended and Restated Bylaws of Northern Oil and Gas, Inc.	Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 20, 2023
4.1	Description of Northern Oil and Gas, Inc. Capital Stock	Filed herewith
4.2	Indenture, dated February 18, 2021, between Northern Oil and Gas, Inc. and Wilmington Trust, National Association, as trustee (including Form of 8.125% Senior Note due 2028)	Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 23, 2021
4.3	First Supplemental Indenture, dated November 15, 2021, between Northern Oil and Gas, Inc. and Wilmington Trust, National Association, as trustee	Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 15, 2021
4.4	Indenture, dated October 14, 2022, between Northern Oil and Gas, Inc. and Wilmington Trust, National Association, as trustee (including Form of 3.625% Convertible Senior Note due 2029)	Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 17, 2022
4.5	Indenture, dated May 15, 2023, between Northern Oil and Gas, Inc. and Wilmington Trust, National Association, as trustee (including Form of 8.750% Senior Note due 2031)	Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 19, 2023

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4.6	Amended and Restated Warrant to Purchase Common Shares, dated December 2, 2023, by and between Northern Oil and Gas, Inc. and Riverview Group, LLC	Filed herewith
10.1	Letter Agreement, dated July 21, 2017, by and between Northern Oil and Gas, Inc. and Bahram Akradi	Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 24, 2017
10.2	Registration Rights Agreement, dated as of May 15, 2018, among Northern Oil and Gas, Inc. and the holders party thereto	Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 18, 2018
10.3	Registration Rights Agreement, dated September 17, 2018, between Pivotal Williston Basin, LP, Pivotal Williston Basin II, LP, and Northern Oil and Gas, Inc.	Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 18, 2018
10.4	Registration Rights Agreement, dated October 1, 2018, by and between WR Operating LLC and Northern Oil and Gas, Inc.	Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 1, 2018
10.5*	Amended and Restated Employment Agreement, dated December 29, 2023, between Northern Oil and Gas, Inc. and Nicholas O’Grady	Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 5, 2024
10.6*	Second Amended and Restated Employment Agreement, dated December 29, 2023, between Northern Oil and Gas, Inc. and Adam Dirlam	Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 5, 2024
10.7*	Second Amended and Restated Employment Agreement, dated December 29, 2023, between Northern Oil and Gas, Inc. and Erik Romslo	Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 5, 2024
10.8*	Second Amended and Restated Employment Agreement, dated December 29, 2023, between Northern Oil and Gas, Inc. and Chad Allen	Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 5, 2024
10.9*	Second Amended and Restated Employment Agreement, dated December 29, 2023, between Northern Oil and Gas, Inc. and James Evans	Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 5, 2024
10.10*	Separation and Release Agreement, dated as of July 13, 2022, by and between Northern Oil and Gas, Inc. and Mike Kelly	Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 13, 2022
10.11*	Northern Oil and Gas, Inc. Amended and Restated 2018 Equity Incentive Plan	Incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 26, 2023
10.12*	Form of Restricted Stock Award Agreement (Time-Based Single Trigger) under the Northern Oil and Gas, Inc. 2018 Equity Incentive Plan	Incorporated by reference to Exhibit 10.34 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 18, 2019
10.13*	Form of Restricted Stock Award Agreement (Time-Based Double Trigger) under the Northern Oil and Gas, Inc. 2018 Equity Incentive Plan	Incorporated by reference to Exhibit 10.35 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 18, 2019
10.14*	Form of Restricted Stock Award Agreement (Performance-Based Employees) under the Northern Oil and Gas, Inc. 2018 Equity Incentive Plan	Incorporated by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 18, 2019
10.15*	Form of Restricted Stock Award Agreement (Performance-Based Directors) under the Northern Oil and Gas, Inc. 2018 Equity Incentive Plan	Incorporated by reference to Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 18, 2019
10.16*	Form of 2022 Performance Equity Award Agreement under the Northern Oil and Gas, Inc. 2018 Equity Incentive Plan	Incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 24, 2023
10.17*	Form of Performance-Based Restricted Stock Unit Award Agreement (Relative TSR) under the Northern Oil and Gas, Inc. Amended and Restated 2018 Equity Incentive Plan	Filed herewith
10.18*	Form of Performance-Based Restricted Stock Unit Award Agreement (Compound Annualized TSR) under the Northern Oil and Gas, Inc. Amended and Restated 2018 Equity Incentive Plan	Filed herewith

72

10.19*	Form of Performance-Based Share Appreciation Award Agreement under the Northern Oil and Gas, Inc. Amended and Restated 2018 Equity Incentive Plan	Filed herewith
10.20*	Form of Time-Based Restricted Stock Award Agreement under the Northern Oil and Gas, Inc. Amended and Restated 2018 Equity Incentive Plan	Filed herewith
10.21	Registration Rights Agreement, dated April 1, 2021, by and between Northern Oil and Gas, Inc. and Reliance Marcellus, LLC	Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 6, 2021
10.22	Third Amended and Restated Credit Agreement, dated as of June 7, 2022, among Northern Oil and Gas, Inc., Wells Fargo Bank, National Association, as administrative agent and collateral agent, and the lenders from time to time party thereto	Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 8, 2022
10.23	First Amendment to the Third Amended and Restated Credit Agreement among Northern Oil and Gas, Inc., Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto, dated November 10, 2022	Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 14, 2022
10.24	Second Amendment to the Third Amended and Restated Credit Agreement among Northern Oil and Gas, Inc., Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto, dated August 2, 2023	Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 4, 2023
10.25	Form of Capped Call Confirmation	Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 17, 2022
10.26	Registration Rights Agreement, dated January 27, 2022, by and between Northern Oil and Gas, Inc. and Veritas Permian II, LLC and Veritas MOC Holdings, LLC	Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 31, 2022
23.1	Consent of Independent Registered Public Accounting Firm Deloitte & Touche LLP	Filed herewith
23.2	Consent of Cawley, Gillespie & Associates, Inc.	Filed herewith
24.1	Powers of Attorney	Filed herewith
31.1	Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
31.2	Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.1	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
97	Northern Oil and Gas, Inc. Clawback Policy	Filed herewith
99.1	Report of Cawley, Gillespie & Associates	Filed herewith
101.INS	XBRL Instance Document	Filed herewith
101.SCH	XBRL Taxonomy Extension Schema Document	Filed herewith
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Filed herewith

73

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith
104	The cover page from Northern Oil and Gas, Inc. Annual Report on Form 10-K for the year ended December 31, 2022, formatted in Inline XBRL	Filed herewith

* Management contract or compensatory plan or arrangement required to be filed as an exhibit to this report.

Item 16. Form 10-K Summary

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NORTHERN OIL AND GAS, INC.

Date:	February 23, 2024	By:	/s/ Nicholas O’Grady
			Nicholas O’Grady, Chief Executive Officer; Principal Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated:

Signature	Title	Date
/s/ Nicholas O’Grady	Chief Executive Officer, Principal Executive Officer	February 23, 2024
Nicholas O’Grady
/s/ Chad Allen	Chief Financial Officer, Principal Financial & Accounting Officer	February 23, 2024
Chad Allen
*	Director	February 23, 2024
Bahram Akradi
*	Director	February 23, 2024
Lisa Bromiley
*	Director	February 23, 2024
Ernie Easley
*	Director	February 23, 2024
Michael Frantz
*	Director	February 23, 2024
William Kimble
*	Director	February 23, 2024
Jack King
*	Director	February 23, 2024
Stuart Lasher
*	Director	February 23, 2024
Jennifer Pomerantz
* Nicholas O’Grady, by signing his name hereto, does hereby sign this document on behalf of each of the above-named directors of the registrant pursuant to Powers of Attorney duly executed by such persons.

By /s/ Nicholas O’Grady

Nicholas O’Grady

Attorney-in-fact

75

NORTHERN OIL AND GAS, INC.

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm (PCAOB ID No. 34)	F-	2
Balance Sheets as of December 31, 2023 and 2022	F-	4
Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021	F-	5
Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021	F-	6
Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2023, 2022 and 2021	F-	7
Notes to the Financial Statements	F-	8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Northern Oil & Gas, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Northern Oil & Gas, Inc. (the "Company") as of December 31, 2023 and 2022, the related statements of operations, stockholders' equity (deficit), and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Proved Oil and Natural Gas Properties – Oil and Natural Gas Reserves – Refer to Note 2 to the financial statements

Critical Audit Matter Description

The Company follows the full cost method of accounting for crude oil and natural gas operations. Therefore, the Company’s proved oil and natural gas properties are depleted using the units-of-production method based upon production and estimates of proved reserves volumes and are evaluated for impairment by performing a ceiling test each quarter. The ceiling test involves a comparison of net capitalized costs to the sum of the present value of the estimated future net cash flows from the Company’s oil and natural gas properties. The estimation of the Company’s oil and natural gas reserves quantities and the related future net cash flows requires management to make significant estimates and assumptions since, as a non-operator, the Company has limited visibility into the timing of future production quantities associated with the five-year development plan. The Company’s oil and natural gas reserve quantities and the related future net cash flows are audited by its third-party independent reserve engineers. Changes in these estimates, assumptions, or engineering data involve judgments which could have significant impact on the depletion calculation and proved oil and natural gas properties impairment evaluation.

F-2

Given the significant judgments made by management relating to the estimates and assumptions required within the five-year development plan due to limited visibility as a non-operator regarding future production quantities, performing audit procedures to evaluate the Company’s oil and natural gas reserve quantities and the related future net cash flows required a high degree of auditor judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s significant judgments and assumptions regarding oil and natural gas reserve quantities and the related future net cash flows associated with the five-year development plan included the following, among others:

•We tested the operating effectiveness of controls related to the Company’s estimation of oil and natural gas reserve quantities and the related future net cash flows,

•We evaluated the reasonableness of the future production quantities associated with management’s five-year development plan by comparing to:

–Historical conversions of proved undeveloped oil and natural gas reserves into proved developed oil and natural gas reserves.

–Internal communications to management and the Board of Directors.

–Authorization and approval for expenditures.

–External information regarding the ability of the operators of the oil and natural gas properties to develop proved undeveloped reserves considering current and forecasted liquidity of the operators obtained from publicly available information, level of drilling activity by operators in areas where the Company holds leasehold interests, and length of time required to drill and complete groups of wells.

•We evaluated the Company’s estimates of future production volumes by completing a retrospective comparison to historical production.

•We evaluated the experience, qualifications, and objectivity of the Company's engineers responsible for the preparation of the reserve estimates and assumptions and engineering data, and the third-party independent reserve engineering firm engaged to audit management's oil and natural gas reserve quantities.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota

February 23, 2024

We have served as the Company’s auditor since 2018.

F-3

NORTHERN OIL AND GAS, INC.

BALANCE SHEETS

(In thousands, except par value and share data)	December 31, 2023		December 31, 2022
Assets
Current Assets:
Cash and Cash Equivalents	$	8,195	$	2,528
Accounts Receivable, Net	370,531		271,336
Advances to Operators	49,210		8,976
Prepaid Expenses and Other	2,489		2,014
Derivative Instruments	75,733		35,293
Income Tax Receivable	3,249		338
Total Current Assets	509,407		320,485
Property and Equipment:
Oil and Natural Gas Properties, Full Cost Method of Accounting
Proved	8,428,518		6,492,683
Unproved	36,785		41,565
Other Property and Equipment	8,069		6,858
Total Property and Equipment	8,473,372		6,541,106
Less – Accumulated Depreciation, Depletion and Impairment	(4,541,808)		(4,058,180)
Total Property and Equipment, Net	3,931,563		2,482,926
Derivative Instruments	10,725		12,547
Acquisition Deposit	17,094		43,000
Other Noncurrent Assets, Net	15,466		16,220
Total Assets	$	4,484,255	$	2,875,178
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts Payable	$	192,672	$	128,582
Accrued Liabilities	147,943		121,737
Accrued Interest	26,219		24,347
Derivative Instruments	16,797		58,418
Contingent Consideration	—		10,107
Other Current Liabilities	2,130		1,781
Total Current Liabilities	385,761		344,972
Long-term Debt, Net	1,835,554		1,525,413
Derivative Instruments	105,831		225,905
Deferred Tax Liability	68,488		—
Asset Retirement Obligations	38,203		31,582
Other Noncurrent Liabilities	2,741		2,045
Total Liabilities	$	2,436,578	$	2,129,917
Commitments and Contingencies
Stockholders’ Equity
Common Stock, par value $0.001; 135,000,000 authorized; 100,761,148 shares outstanding at 12/31/2023 85,165,807 shares outstanding at 12/31/2022	503		487
Additional Paid-In Capital	2,124,963		1,745,532
Retained Deficit	(77,790)		(1,000,759)
Total Stockholders’ Equity	2,047,676		745,260
Total Liabilities and Stockholders’ Equity	$	4,484,255	$	2,875,178

___________

The accompanying notes are an integral part of these financial statements.

F-4

NORTHERN OIL AND GAS, INC.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2023, 2022, AND 2021

	December 31,
(In thousands, except share and per share data)	2023		2022		2021
Revenues
Oil and Gas Sales	$	1,897,779	$	1,985,798	$	975,089
Gain (Loss) on Commodity Derivatives, Net	259,250		(415,262)		(478,193)
Other Revenue	9,230		—		3
Total Revenues	2,166,259		1,570,535		496,899
Operating Expenses
Production Expenses	347,006		260,676		170,817
Production Taxes	160,118		158,194		76,954
General and Administrative Expenses	46,801		47,201		30,341
Depletion, Depreciation, Amortization and Accretion	486,024		251,272		140,828
Other Expenses	4,448		—		—
Total Operating Expenses	1,044,397		717,343		418,940
Income From Operations	1,121,862		853,192		77,959
Other Income (Expense)
Interest Expense, Net of Capitalization	(135,664)		(80,331)		(59,020)
Gain (Loss) on Interest Rate Derivatives, Net	(1,017)		993		1,043
Gain (Loss) on the Extinguishment of Debt, Net	659		810		(13,087)
Contingent Consideration Gain (Loss)	10,107		1,859		(292)
Other Income (Expense)	4,795		(185)		(9)
Total Other Income (Expense)	(121,120)		(76,854)		(71,365)
Income Before Income Taxes	1,000,742		776,338		6,594
Income Tax Expense	77,773		3,101		233
Net Income	$	922,969	$	773,237	$	6,361
Cumulative Preferred Stock Dividend	—		(9,803)		(14,761)
Premium on Repurchase of Preferred Stock	—		(35,731)		—
Net Income (Loss) Attributable to Common Stockholders	$	922,969	$	727,703	$	(8,400)
Net Income (Loss) Per Common Share – Basic	$	10.09	$	9.26	$	(0.13)
Net Income (Loss) Per Common Share – Diluted	$	10.03	$	8.92	$	(0.13)
Weighted Average Common Shares Outstanding – Basic	91,483,687		78,557,216		62,989,543
Weighted Average Common Shares Outstanding – Diluted	92,060,947		86,675,365		62,989,543

_________

The accompanying notes are an integral part of these financial statements.

F-5

NORTHERN OIL AND GAS, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2023, 2022, AND 2021

	December 31,
(In thousands)	2023		2022		2021
Cash Flows From Operating Activities
Net Income	$	922,969	$	773,237	$	6,361
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depletion, Depreciation, Amortization and Accretion	486,024		251,272		140,828
Amortization of Debt Issuance Costs	8,096		4,975		3,764
(Gain) Loss on Extinguishment of Debt	(659)		(810)		13,087
Amortization of Bond Premium on Long-term Debt	(1,475)		(2,125)		(413)
Loss on the Sale of Other Property & Equipment	—		185		17
Deferred Income Taxes	76,858		(571)		233
Unrealized (Gain) Loss on Derivative Instruments	(200,314)		(41,180)		311,328
(Gain) Loss on Contingent Consideration	(10,107)		(1,859)		292
Share-Based Compensation Expense	5,660		5,656		3,621
Other	2,404		2,038		3,162
Changes in Working Capital and Other Items:
Accounts Receivable, Net	(101,317)		(74,904)		(122,160)
Prepaid and Other Expenses	(474)		(720)		(1,999)
Accounts Payable	(15,236)		(338)		14,091
Accrued Liabilities	9,154		9,955		12,318
Accrued Interest	1,738		3,607		11,937
Net Cash Provided By Operating Activities	1,183,321		928,418		396,467
Cash Flows From Investing Activities
Acquisitions of and Capital Expenditures on Oil and Natural Gas Properties	(1,844,040)		(1,355,197)		(593,228)
Acquisition Deposit	(17,094)		(43,000)		(40,650)
Purchases of Other Property and Equipment	(1,212)		(4,579)		(556)
Net Cash Used For Investing Activities	(1,862,346)		(1,402,777)		(634,434)
Cash Flows From Financing Activities
Advances on Revolving Credit Facility	998,224		1,260,000		554,000
Repayments on Revolving Credit Facility	(1,156,224)		(996,000)		(1,031,000)
Purchase of Capped Call	—		(36,100)		—
Issuance of Convertible Notes	—		482,971		—
Repayments of Second Lien Notes	—		—		(295,918)
Repayments of Senior Unsecured Promissory Note	—		—		(130,000)
Issuance of Senior Notes	492,840		—		763,500
Repurchase of Senior Notes	(18,436)		(24,907)		—
Debt Issuance Costs Paid	(11,896)		(7,388)		(17,611)
Issuance of Common Stock	514,749		—		438,077
Common Stock Dividends Paid	(123,945)		(51,602)		(4,938)
Repurchases of Common Stock	(8,004)		(54,502)		—
Repurchase of Preferred Stock	—		(81,236)		—
Preferred Stock Dividends Paid	—		(21,664)		(29,212)
Restricted Stock Surrenders - Tax Obligations	(2,616)		(2,206)		(839)
Net Cash Provided By Financing Activities	684,692		467,367		246,059
Net Increase (Decrease) in Cash and Cash Equivalents	5,667		(6,992)		8,092
Cash and Cash Equivalents – Beginning of Period	2,528		9,519		1,428
Cash and Cash Equivalents – End of Period	$	8,195	$	2,528	$	9,519

______________

The accompanying notes are an integral part of these financial statements.

F-6

NORTHERN OIL AND GAS, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 2023, 2022, AND 2021

(In thousands, except share data)	Common Stock			Preferred Stock			Additional Paid-In		Retained Earnings		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount		Capital		(Deficit)		(Deficit)
December 31, 2020	45,908,779	$	448	2,218,732	$	2	$	1,556,602	$	(1,780,357)	$	(223,304)
Issuance of Common Stock	339,653	—		—	—		—		—		—
Restricted Stock Forfeitures	(14,355)	—		—	—		1		—		1
Share Based Compensation	—	—		—	—		3,903		—		3,903
Restricted Stock Surrenders - Tax Obligations	(60,611)	—		—	—		(839)		—		(839)
Equity Offerings, Net of Issuance Costs	31,125,000	31		—	—		438,045		—		438,077
Issuance of Common Stock Warrants	—	—		—	—		30,512		—		30,512
Contingent Consideration Settlements	43,455	—		—	—		785		—		785
Preferred Stock Dividends	—	—		—	—		(29,212)		—		(29,212)
Common Stock Dividends Declared	—	—		—	—		(11,149)		—		(11,149)
Net Income	—	—		—	—		—		6,361		6,361
December 31, 2021	77,341,921	$	479	2,218,732	$	2	$	1,988,649	$	(1,773,996)	$	215,135
Issuance of Common Stock	125,789	—		—	—		—		—		—
Restricted Stock Forfeitures	(2,615)	—		—	—		—		—		—
Share Based Compensation	—	—		—	—		5,873		—		5,873
Restricted Stock Surrenders - Tax Obligations	(89,620)	—		—	—		(2,206)		—		(2,206)
Issuance of Common Stock Warrants - Acquisitions of Oil and Natural Gas Properties	—	—		—	—		17,870		—		17,870
Preferred Conversion	7,376,739	7		(1,643,732)	(2)		(6)		—		—
Repurchases of Common Stock	(1,909,097)	(2)		—	—		(54,500)		—		(54,502)
Purchase of Capped Calls	—	—		—	—		(36,100)		—		(36,100)
Repurchases of Preferred Stock	—	—		(575,000)	(1)		(81,236)		—		(81,236)
Preferred Stock Dividends	—	—		—	—		(21,664)		—		(21,664)
Common Stock Warrant Exchange Agreement - Reliance Warrants	2,322,690	2		—	—		(2)		—		—
Common Stock Dividends Declared	—	—		—	—		(71,148)		—		(71,148)
Net Income	—	—		—	—		—		773,237		773,237
December 31, 2022	85,165,807	$	487	—	$	—	$	1,745,532	$	(1,000,759)	$	745,260
Issuance of Common Stock	468,268	—		—	—		—		—		—
Share Based Compensation	—	—		—	—		5,994		—		5,994
Equity Offerings, net of Issuance Costs	15,122,500	15		—	—		514,734		—		514,749
Restricted Stock Surrenders - Tax Obligations	(98,052)	—		—	—		(2,616)		—		(2,616)
Repurchases of Common Stock	(287,751)	—		—	—		(8,004)		—		(8,004)
Restricted Stock Forfeitures	(13,404)	—		—	—		(54)				(54)
Common Stock Warrant Exchange Agreement - Veritas Warrants	403,780	—		—	—		—		—		—
Deferred Taxes Related to Capped Calls	—	—		—	—		8,370		—		8,370
Common Stock Dividends Declared	—	—		—	—		(138,992)		—		(138,992)
Net Income	—	—		—	—		—		922,969		922,969
December 31, 2023	100,761,148	$	503	—	$	—	$	2,124,963	$	(77,790)	$	2,047,676

___________

The accompanying notes are an integral part of these financial statements.

F-7

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023

NOTE 1     ORGANIZATION AND NATURE OF BUSINESS

Northern Oil and Gas, Inc. (the “Company,” “Northern,” “our” and words of similar import), a Delaware corporation, is an independent energy company engaged in the acquisition, exploration, development and production of oil and natural gas properties in the United States, primarily in the Williston Basin, the Permian Basin and the Appalachian Basin.  The Company’s common stock trades on the New York Stock Exchange under the symbol “NOG”.

The Company’s principal business is crude oil and natural gas exploration, development, and production with operations in the United States.  The Company’s primary strategy is investing in non-operated minority working and mineral interests in oil and gas properties, with a core area of focus in three premier basins within the United States.

NOTE 2     SIGNIFICANT ACCOUNTING POLICIES

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  In connection with preparing the financial statements for the year ended December 31, 2023, the Company has evaluated subsequent events through the date of this filing and determined (i) that there were no subsequent events which required recognition in the financial statements through the date of this filing and (ii) to include the disclosure in Note 14 regarding subsequent events.

Use of Estimates

The preparation of financial statements under GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The most significant estimates relate to proved crude oil and natural gas reserves, which includes limited control over future development plans as a non-operator, estimates relating to certain crude oil and natural gas revenues and expenses, fair value of derivative instruments, fair value of contingent consideration, acquisition date fair values of assets acquired and liabilities assumed, impairment of crude oil and natural gas properties, asset retirement obligations and deferred income taxes. 

Management’s estimates and assumptions were based on historical data and consideration of future market conditions. Given the uncertainty inherent in any projection, actual results may differ from the estimates and assumptions used, and conditions may change, which could materially affect amounts reported in the financial statements.

Reclassifications

Certain prior period balances in the statements of cash flows have been reclassified to conform to the current year presentation. Such reclassifications had no impact on net income (loss), cash flows or stockholders’ equity (deficit) previously reported.

Cash and Cash Equivalents

The Company considers highly liquid investments with insignificant interest rate risk and original maturities to the Company of three months or less to be cash equivalents.  Cash equivalents consist primarily of interest-bearing bank accounts.  The Company’s cash positions represent assets held in checking and money market accounts. Cash and cash equivalents are generally available on a daily or weekly basis and are highly liquid in nature.

Accounts Receivable

Accounts receivable are carried on a gross basis, with no discounting. The Company regularly reviews all aged accounts receivable for collectability and establishes an allowance as necessary for individual balances. Accounts receivable not expected to be collected within the next twelve months are included within Other Noncurrent Assets, Net in the balance sheets.

The allowance for doubtful accounts was $4.0 million and $4.9 million as of December 31, 2023 and 2022, respectively. 

F-8

As of December 31, 2023 and 2022, the Company included accounts receivable of $2.4 million and $3.2 million, respectively, in Other Noncurrent Assets, Net due to their long-term nature.

Advances to Operators

The Company participates in the drilling of crude oil and natural gas wells with other working interest partners.  Due to the capital intensive nature of crude oil and natural gas drilling activities, the working interest partner responsible for conducting the drilling operations may request advance payments from other working interest partners for their share of the costs.  The Company expects such advances to be applied by working interest partners against joint interest billings for its share of drilling operations within 90 days from when the advance is paid.

Other Property and Equipment

Property and equipment that are not crude oil and natural gas properties are recorded at cost and depreciated using the straight-line method over their estimated useful lives of three to seven years.  Expenditures for replacements, renewals, and betterments are capitalized.  Maintenance and repairs are charged to operations as incurred.  Long-lived assets, other than crude oil and natural gas properties, are evaluated for impairment to determine if current circumstances and market conditions indicate the carrying amount may not be recoverable.  The Company has not recognized any impairment losses on non-crude oil and natural gas long-lived assets.

Oil and Gas Properties

The Company follows the full cost method of accounting for crude oil and natural gas operations whereby all costs related to the exploration and development of crude oil and natural gas properties are capitalized into a single cost center (“full cost pool”).  Such costs include land acquisition costs, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling directly related to acquisition, and exploration activities.  Internal costs that are capitalized are directly attributable to acquisition, exploration and development activities and do not include costs related to production, general corporate overhead or similar activities.  Costs associated with production and general corporate activities are expensed in the period incurred.  Capitalized costs are summarized as follows for the years ended December 31, 2023, 2022 and 2021, respectively:

	December 31,
(In thousands)	2023		2022		2021
Capitalized Certain Payroll and Other Internal Costs	$	1,036	$	1,045	$	1,353
Capitalized Interest Costs	2,999		3,365		1,103
Total	$	4,036	$	4,410	$	2,456

As of December 31, 2023, the Company held leasehold and other oil and gas interests in the United States in the Williston Basin, Permian Basin and Appalachian Basin.

Proceeds from property sales will generally be credited to the full cost pool, with no gain or loss recognized, unless such a sale would significantly alter the relationship between capitalized costs and the proved reserves attributable to these costs.  A significant alteration would typically involve a sale of 25% or more of the proved reserves related to a single full cost pool.  In the years ended December 31, 2023, 2022 and 2021, there were no property sales that resulted in a significant alteration.

Under the full cost method of accounting, the Company is required to perform a ceiling test each quarter.  The test determines a limit, or ceiling, on the net book value of the proved oil and gas properties.  Net capitalized costs are limited to the lower of unamortized cost net of deferred income taxes, or the cost center ceiling.  The proved oil and natural gas properties, net balance was $3.9 billion as of December 31, 2023. The cost center ceiling is defined as the sum of (a) estimated future net revenues, discounted at 10% per annum, from proved reserves, based on the trailing twelve-month unweighted average of the first-day-of-the-month price, adjusted for any contract provisions or financial derivatives designated as hedges for accounting purposes, if any, that hedge the Company’s oil and natural gas revenue, and excluding the estimated abandonment costs for properties with asset retirement obligations recorded in the balance sheet, (b) the cost of properties not being amortized, if any, and (c) the lower of cost or market value of unproved properties included in the cost being amortized, including related deferred taxes for differences between the book and tax basis of the oil and natural gas properties.  If the net book value, including related deferred taxes, exceeds the ceiling, an impairment or non-cash writedown is required.

The Company did not have any ceiling test impairment for the years ended December 31, 2023, 2022 and 2021. Impairment charges affect the Company’s reported net income but do not reduce the Company’s cash flow.

F-9

The Company computes the provision for depletion of oil and natural gas properties using the unit-of-production method based upon production and estimates of proved reserve quantities. Unproved costs and related carrying costs are excluded from the depletion base until the properties associated with these costs are considered proved or impaired. The following table presents depletion and depletion per BOE sold of the Company’s proved oil and natural gas properties for the periods presented:

	Year Ended December 31,
(In thousands)	2023		2022		2021
Depletion of Proved Oil and Natural Gas Properties	$	482,306	$	248,252	$	138,759
Depletion per BOE Produced	$	13.37	$	9.01	$	7.07

The Company believes that the majority of its unproved costs will become subject to depletion within the next five years by proving up reserves relating to the acreage through exploration and development activities, by impairing the acreage that will expire before the Company can explore or develop it further or by determining that further exploration and development activity will not occur. The timing by which all other properties will become subject to depletion will be dependent upon the timing of future drilling activities and delineation of its reserves.

Capitalized costs associated with impaired unproved properties, which includes leases that have expired or have been deemed uneconomic, and capitalized costs related to properties having proved reserves, plus the estimated future development costs and asset retirement costs, are included in the depletion calculation.  Under this method, depletion is calculated at the end of each period by multiplying total production for the period by a depletion rate.  The depletion rate is determined by dividing the total unamortized cost base plus future development costs by net equivalent proved reserves at the beginning of the period.  The costs of unproved properties are withheld from the depletion base until such time as they are either developed or otherwise transferred to the full cost pool.  When proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion and full cost ceiling calculations.  For the years ended December 31, 2023, 2022 and 2021, unproved properties of $5.2 million, $8.7 million, and $3.0 million, respectively, were impaired.

Asset Retirement Obligations

The Company records a liability equal to the fair value of the estimated cost to retire an asset upon initial recognition.  The asset retirement liability is recorded in the period in which the obligation meets the definition of a liability.  When the liability is initially recorded, the Company increases the carrying amount of oil and natural gas properties by an amount equal to the original liability.  The liability is accreted to its present value each period, and the capitalized cost is depreciated consistent with depletion of proved properties. Upon settlement of the liability or the sale of the well, the liability is relieved.  These liability amounts may change because of changes in asset lives, estimated costs of abandonment or legal or statutory remediation requirements.

Business Combinations

The Company accounts for its acquisitions that qualify as a business using the acquisition method. Under the acquisition method, assets acquired and liabilities assumed are recognized and measured at their fair values. The use of fair value accounting requires the use of significant judgment since some transaction components do not have fair values that are readily determinable. The excess, if any, of the purchase price over the net fair value amounts assigned to assets acquired and liabilities assumed is recognized as goodwill. Conversely, if the fair value of assets acquired exceeds the purchase price, including liabilities assumed, the excess is immediately recognized in earnings as a bargain purchase gain.

Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, receivables, payables, commodity derivative assets and liabilities, contingent consideration, and long-term debt. The carrying amounts of cash and cash equivalents, receivables and payables approximate fair value due to the highly liquid or short-term nature of these instruments. The fair values of the Company’s derivative instruments assets and liabilities are based on a third-party industry-standard pricing model using contract terms and prices and assumptions and inputs that are substantially observable in active markets throughout the full term of the instruments, including forward oil price curves, discount rates, volatility factors and credit risk adjustments. The fair values of the Company’s contingent consideration liabilities are determined by a third-party valuation specialist using Monte Carlo simulations that include observable market data.

F-10

The carrying amount of long-term debt associated with borrowings outstanding under the Company’s Revolving Credit Facility approximates fair value as borrowings bear interest at variable rates. The carrying amounts of the Company’s Senior Notes and Convertible Notes (see Note 4 below) may not approximate fair value because carrying amounts are net of unamortized premiums and debt issuance costs, and the Senior Notes and Convertible Notes bear interest at fixed rates. See Note 11 for additional discussion.

Debt Issuance Costs

Debt issuance costs related to our Senior Notes and Convertible Notes are included as a deduction from the carrying amount of long-term debt in the balance sheets and are amortized to interest expense using the effective interest method over the term of the related debt. Debt issuance costs related to the Revolving Credit Facility are included in other noncurrent assets and are amortized to interest expense on a straight-line basis over the term of the agreement.

Debt Premiums

Debt premiums related to the Company’s Senior Notes are included as an addition to the carrying amount of the long-term debt in the balance sheets and are amortized to interest expense using the effective interest method over the term of the related notes.

Revenue Recognition

The Company’s revenues are primarily derived from its interests in the sale of oil and natural gas production. The Company recognizes revenue from its interests in the sales of crude oil and natural gas in the period that its performance obligations are satisfied. Performance obligations are satisfied when the customer obtains control of the product, when the Company has no further obligations to perform related to the sale, when the transaction price has been determined and when collectability is probable. The sales of oil and natural gas are made under contracts which the third-party operators of the wells have negotiated with customers, which typically include variable consideration that is based on pricing tied to local indices and volumes delivered in the current month. The Company receives payment from the sale of oil and natural gas production from one to three months after delivery. At the end of each month when the performance obligation is satisfied, the variable consideration can be reasonably estimated and amounts due from customers are accrued in trade receivables, net in the balance sheets. Variances between the Company’s estimated revenue and actual payments are recorded in the month the payment is received, however, differences have been and are insignificant. Accordingly, the variable consideration is not constrained.

The Company does not disclose the value of unsatisfied performance obligations under its contracts with customers as it applies the practical exemption, which applies to variable consideration that is recognized as control of the product is transferred to the customer. Since each unit of product represents a separate performance obligation, future volumes are wholly unsatisfied, and disclosure of the transaction price allocated to remaining performance obligations is not required.

The Company’s oil is typically sold at delivery points under contract terms that are common in our industry. The Company’s natural gas produced is delivered by the well operators to various purchasers at agreed upon delivery points under a limited number of contract types that are also common in our industry. Regardless of the contract type, the terms of these contracts compensate the well operators for the value of the oil and natural gas at specified prices, and then the well operators will remit payment to the Company for its share in the value of the oil and natural gas sold.

A wellhead imbalance liability equal to the Company’s share is recorded to the extent that the Company’s well operators have sold volumes in excess of its share of remaining reserves in an underlying property. However, for the years ended December 31, 2023, 2022 and 2021, the Company’s natural gas production was in balance, meaning its cumulative portion of natural gas production taken and sold from wells in which it has an interest equaled its entitled interest in natural gas production from those wells.

The Company’s disaggregated revenue has two primary sources: oil sales and natural gas and NGL sales. Substantially all of the Company’s oil and natural gas sales come from three geographic areas in the United States: the Williston Basin (North Dakota and Montana), the Permian Basin (New Mexico and Texas), and the Appalachian Basin (Pennsylvania and Ohio). The following tables present the disaggregation of the Company’s oil revenues and natural gas and NGL revenues by basin for the years ended December 31, 2023, 2022 and 2021.

F-11

	Twelve Months Ended December 31, 2023
(In thousands)	Williston		Permian		Appalachian		Total
Oil Revenues	$	925,852	$	720,245	$	—	$	1,646,096
Natural Gas and NGL Revenues	114,497		101,386		35,800		251,682
Total	$	1,040,348	$	821,631	$	35,800	$	1,897,779

	Twelve Months Ended December 31, 2022
(In thousands)	Williston		Permian		Appalachian		Total
Oil Revenues	$	1,058,878	$	415,732	$	—	$	1,474,610
Natural Gas and NGL Revenues	260,462		116,034		134,692		511,188
Total	$	1,319,340	$	531,766	$	134,692	$	1,985,798

	Twelve Months Ended December 31, 2021
(In thousands)	Williston		Permian		Appalachian		Total
Oil Revenues	$	730,982	$	42,488	$	—	$	773,470
Natural Gas and NGL Revenues	141,425		7,386		52,808		201,619
Total	$	872,408	$	49,874	$	52,808	$	975,089

Concentrations of Market, Credit Risk and Other Risks

The future results of the Company’s crude oil and natural gas operations will be affected by the market prices of crude oil and natural gas.  The availability of a ready market for crude oil and natural gas products in the future will depend on numerous factors beyond the control of the Company, including weather, imports, marketing of competitive fuels, proximity and capacity of crude oil and natural gas pipelines and other transportation facilities, any oversupply or undersupply of crude oil, natural gas and liquid products, the regulatory environment, the economic environment, and other regional and political events, none of which can be predicted with certainty.

The Company operates in the exploration, development and production sector of the crude oil and natural gas industry.  The Company’s receivables include amounts due, indirectly via the third-party operators of the wells, from purchasers of its crude oil and natural gas production.  While certain of these customers, as well as third-party operators of the wells, are affected by periodic downturns in the economy in general or in their specific segment of the crude oil or natural gas industry, the Company believes that its level of credit-related losses due to such economic fluctuations have been immaterial.

As a non-operator, 100% of the Company’s wells are operated by third-party operating partners. As a result, the Company is highly dependent on the success of these third-party operators. If they are not successful in the exploration, development and production activities relating to the Company’s leasehold interests, or are unable or unwilling to perform, the Company’s financial condition and results of operation could be adversely affected. These risks are heightened in a low commodity price environment, which may present significant challenges to these third-party operators. The Company’s third-party operators will make decisions in connection with their operations that may not be in the Company’s best interests, and the Company may have little or no ability to exercise influence over the operational decisions of its third-party operators. For the years ended December 31, 2023, 2022 and 2021, the Company’s top four operators made up 38%, 39% and 50%, respectively, of total oil and natural gas sales.

The Company faces concentration risk due to the fact that substantially all of its oil and natural gas revenue is sourced from a limited number of geographic areas of operations. As a result, the Company is disproportionately exposed to risks that affect one or more of those areas in the Williston Basin (North Dakota and Montana), the Permian Basin (New Mexico and Texas), and the Appalachian Basin (Pennsylvania and Ohio).

The Company manages and controls market and counterparty credit risk. In the normal course of business, collateral is not required for financial instruments with credit risk. Financial instruments which potentially subject the Company to credit risk consist principally of cash balances and derivative financial instruments. The Company maintains cash and cash equivalents in bank deposit accounts which, at times, may exceed the federally insured limits. The Company has not experienced any significant losses from such investments. The Company attempts to limit the amount of credit exposure to any one financial

F-12

institution or company. The Company believes the credit quality of its counterparties is generally high. In the normal course of business, letters of credit or parent guarantees may be required for counterparties which management perceives to have a higher credit risk.

Stock-Based Compensation

The Company records expense associated with the fair value of stock-based compensation.  For fully vested stock and restricted stock grants, the Company calculates the stock-based compensation expense based upon estimated fair value on the date of grant.  In determining the fair value of performance-based share awards subject to market conditions, the Company utilizes a Monte Carlo simulation prepared by an independent third-party.  For stock options, the Company uses the Black-Scholes option valuation model to calculate stock-based compensation at the date of grant.  Option pricing models require the input of highly subjective assumptions, including the expected price volatility.  Changes in these assumptions can materially affect the fair value estimate.

Treasury Stock

Treasury stock is recorded at cost, which includes incremental direct transaction costs, and is retired upon acquisition as a result of share repurchases under the share repurchase program or from the withholding of shares of stock to satisfy employee tax withholding obligations that arise upon the lapse of restrictions on their stock-based awards at the employees’ election.

Income Taxes

The Company’s income tax expense, deferred tax assets and deferred tax liabilities reflect management’s best assessment of estimated current and future taxes to be paid.  The Company estimates for each interim reporting period the effective tax rate expected for the full fiscal year and uses that estimated rate in providing for income taxes on a current year-to-date basis.  The Company’s only taxing jurisdictions are the United States and the US states in which we operate.

Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future.  In evaluating the Company’s ability to recover its deferred tax assets, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations.  In projecting future taxable income, the Company begins with historical results and incorporates assumptions about the amount of future state and federal pretax operating income adjusted for items that do not have tax consequences.  The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates the Company is using to manage the underlying businesses.

Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all of the benefits of deferred tax assets will not be realized. In assessing the need for a valuation allowance for the Company’s deferred tax assets, a significant item of positive evidence considered was the cumulative book income in recent years. The Company had historically been in a cumulative book loss position, driven primarily by full cost ceiling test impairments during the prior periods. Additionally, at December 31, 2023, the Company had a net deferred tax liability (prior to consideration of valuation allowance) and estimates the deferred tax liabilities will reverse and create taxable income against which the deferred tax assets may be realized. The Company also considered negative evidence including the fact that the Company’s revenue, profitability and future growth are dependent upon prevailing and future prices for oil and natural gas, which continue to be volatile. Based on all factors considered, management released the valuation allowance against the Company’s federal and the majority of its state deferred tax assets at December 31, 2023. Accordingly, the valuation allowance against certain of the Company’s deferred tax assets at December 31, 2023 and 2022 was $1.9 million and $156.3 million, respectively.

Derivative Instruments and Price Risk Management

The Company uses derivative instruments to manage market risks resulting from fluctuations in the prices of crude oil and natural gas commodities.  The Company enters into derivative contracts, including price swaps, caps and floors, which require payments to (or receipts from) counterparties based on the differential between a fixed price and a variable price for a fixed quantity of the applicable commodity without the exchange of underlying volumes.  The notional amounts of these financial instruments are based on expected production from existing wells.  The Company may also use exchange traded futures contracts and option contracts to hedge the delivery price of commodities at a future date.

F-13

The Company recognizes derivative instruments as assets or liabilities in the balance sheet, measured at fair value and marked-to-market at the end of each period.  Any realized gains and losses on settled derivatives, as well as mark-to-market gains or losses, are aggregated and recorded to gain (loss) on derivative instruments, net on the statements of operations.  See Note 12 for a description of the derivative contracts into which the Company has entered.

Employee Benefit Plans

The Company sponsors a 401(k) defined contribution plan for the benefit of substantially all employees at the date of hire. The plan allows eligible employees to make pre-tax contributions up to 100% of their annual compensation, not to exceed annual limits established by the federal government. Employees are 100% vested in the employer contributions upon receipt.

Net Income (Loss) Per Common Share

Basic earnings per share (“EPS”) are computed by dividing net income (loss) attributable to common stockholders (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include shares issuable upon exercise of stock options or warrants and vesting of restricted stock awards, and shares issuable upon conversion of the Series A Preferred Stock (as defined below) or Convertible Notes (see Note 4). The number of potential common shares outstanding are calculated using the treasury stock or if-converted method.

In those reporting periods in which the Company has reported net income available to common stockholders, anti-dilutive shares generally are comprised of the restricted stock that has average unrecognized stock compensation expense greater than the average stock price. In those reporting periods in which the Company has a net loss, anti-dilutive shares are comprised of the impact of those number of shares that would have been dilutive had the Company had net income plus the number of common stock equivalents that would be anti-dilutive had the company had net income.

Restricted stock awards are excluded from the calculation of basic weighted average common shares outstanding until they vest. For restricted stock awards that vest based on achievement of performance and/or market conditions, the number of contingently issuable common shares included in diluted weighted-average common shares outstanding is based on the number of common shares, if any, that would be issuable under the terms of the arrangement if the end of the reporting period were the end of the contingency period, assuming the result would be dilutive.

F-14

Supplemental Cash Flow Information

The following reflects the Company’s supplemental cash flow information for the years ended December 31, 2023, 2022 and 2021:

	December 31,
(In thousands)	2023		2022		2021
Supplemental Cash Items:
Cash Paid During the Period for Interest, Net of Amount Capitalized	$	128,943	$	74,933	$	46,951
Cash Paid During the Period for Income Taxes	3,826		3,672		—
Non-cash Investing Activities:
Capital Expenditures on Oil and Natural Gas Properties Included in Accounts Payable and Accrued Liabilities	236,314		163,059		111,897
Capitalized Asset Retirement Obligations	5,413		3,917		6,950
Contingent Consideration	—		11,966		785
Compensation Capitalized on Oil and Gas Properties	280		218		282
Issuance of Common Stock Warrants - Acquisitions of Oil and Natural Gas Properties	—		17,870		30,512
Accrued Liabilities From Acquisitions of Oil and Natural Gas Properties	5,168		—		—
Other Property and Equipment Included in Accounts Payable	—		—		578
Non-cash Financing Activities:
Common Stock Dividends Declared, but not paid	40,496		19,546		6,210
Issuance of Common Stock for Preferred Stock Exchange	—		36,627		—
Issuance of Common Stock Warrants - Acquisitions of Oil and Natural Gas Properties	—		17,870		—
Issuance of Common Stock in Exchange for Warrants	13,328		76,904		—

Adopted and Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires the Company to disclose disaggregated jurisdictional and categorical information for the tax rate reconciliation, income taxes paid and other income tax related amounts. This guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The adoption is expected to enhance the Company's Notes to the Consolidated Financial Statements. The Company is currently evaluating the impact the new standard will have on its financial statements and related disclosure.

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires the Company to expand the breadth and frequency of segment disclosures to include additional information about significant segment expenses, the chief operating decision maker (CODM) and other items, and also require the annual disclosures on an interim basis. This guidance is effective for annual periods beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact the new standard will have on its financial statements and related disclosure.

In October 2023, the FASB issued ASU 2023-06 Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends GAAP to include 14 disclosure requirements that are currently required under SEC

F-15

Regulation S-X or Regulation S-K. Each amendment will be effective on the date on which the SEC removes the related disclosure requirement from SEC Regulation S-X or Regulation S-K. The Company is currently evaluating the impact the new standard will have on its financial statements and related disclosure.

NOTE 3     CRUDE OIL AND NATURAL GAS PROPERTIES

The book value of the Company’s crude oil and natural gas properties consists of all acquisition costs (including cash expenditures and the value of stock consideration), drilling costs and other associated capitalized costs.  Acquisitions are accounted for as purchases and, accordingly, the results of operations are included in the accompanying statements of operations from the closing date of the acquisition. Acquired assets and liabilities assumed are recorded based on their estimated fair value at the time of the acquisition.

2023 Acquisitions

During 2023, the Company completed the following larger bolt-on acquisitions (each as defined and described below): the MPDC Acquisition, the Forge Acquisition and the Novo Acquisition (collectively, the “2023 Bolt-on Acquisitions”).

During 2023, in addition to the 2023 Bolt-on Acquisitions, the Company acquired oil and natural gas properties through a number of smaller independent transactions for a total of $277.9 million.

MPDC Acquisition

On January 5, 2023, the Company completed its acquisition (the “MPDC Acquisition”) of certain oil and gas properties, interests and related assets from Midland Petro D.C. Partners, LLC and Collegiate Midstream LLC (collectively, “MPDC”), effective as of August 1, 2022. At closing, the Company acquired a 39.958% working interest in MPDC’s four-unit development project in the Permian Midland Basin, which includes an interest in gathering assets associated with the project.

The total consideration at closing was $319.9 million in cash. As a result of customary post-closing adjustments, the Company reduced its proved oil and natural gas properties and total consideration by $8.2 million subsequent to closing.

The results of operations from the acquisition from the January 5, 2023 closing date through December 31, 2023, represented approximately $157.0 million of revenue and $102.3 million of income from operations. The Company incurred $3.5 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations. The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

	(In thousands)
Fair value of net assets:
Proved oil and natural gas properties	$	320,395
Total assets acquired	320,395
Asset retirement obligations	(451)
Net assets acquired	$	319,944
Fair value of consideration paid for net assets:
Cash consideration	$	319,944
Total fair value of consideration transferred	$	319,944

Forge Acquisition

On June 30, 2023, the Company completed its acquisition (the “Forge Acquisition”) of Permian Delaware Basin assets from Forge Energy II Delaware, LLC (“Forge”), effective as of March 1, 2023. At closing, the Company acquired a 30% undivided stake in the assets sold by Forge, with Vital Energy, Inc., an unaffiliated third party, acquiring the other 70% and becoming the operator of the assets.

F-16

The total consideration at closing, net to the Company, was $167.9 million in cash. As a result of customary post-closing adjustments, the Company reduced its proved oil and natural gas properties and total consideration by $0.7 million subsequent to closing.

The results of operations from the acquisition from the June 30, 2023, closing date through December 31, 2023, represented approximately $46.0 million of revenue and $29.3 million of income from operations. The Company incurred $2.3 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations. The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

	(In thousands)
Fair value of net assets:
Proved oil and natural gas properties	$	164,925
Unproved oil and natural gas properties	3,892
Total assets acquired	168,817
Asset retirement obligations	(889)
Net assets acquired	$	167,928
Fair value of consideration paid for net assets:
Cash consideration	$	167,928
Total fair value of consideration transferred	$	167,928

Novo Acquisition

On August 15, 2023, the Company completed its acquisition (the “Novo Acquisition”) of certain Permian Delaware Basin assets of Novo Oil & Gas Holdings, LLC (“Novo”), effective as of May 1, 2023. At closing, the Company acquired a 33.33% undivided stake in the assets sold by Novo to Earthstone Energy Holdings, LLC (“Earthstone”), an unaffiliated third party, with Earthstone retaining the other 66.67% and becoming operator of the acquired assets.

The total consideration at closing, net to the Company, was $468.4 million in cash. As a result of customary post-closing adjustments, the Company reduced its proved oil and natural gas properties and total consideration by $1.2 million subsequent to closing.

The results of operations from the acquisition from the August 15, 2023 closing date through December 31, 2023, represented approximately $78.5 million of revenue and $40.9 million of income from operations. The Company incurred $4.6 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations. The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

	(In thousands)
Fair value of net assets:
Proved oil and natural gas properties	$	474,417
Total assets acquired	474,417
Asset retirement obligations	(813)
Accrued Liabilities	(5,168)
Net assets acquired	$	468,436
Fair value of consideration paid for net assets:
Cash consideration	$	468,436
Total fair value of consideration transferred	$	468,436

F-17

2022 Acquisitions

During 2022, the Company completed the following larger bolt-on acquisitions (each as defined and described below): the Veritas Acquisition, the Incline Acquisition, the Vital Acquisition, the Alpha Acquisition, and the Delaware Acquisition (collectively, the “2022 Bolt-on Acquisitions”).

During 2022, in addition to the 2022 Bolt-on Acquisitions, the Company acquired oil and natural gas properties through a number of smaller independent transactions for a total of $100.0 million.

Veritas Acquisition

On January 27, 2022, the Company completed the acquisition of certain non-operated oil and gas properties, interests and related assets in the Permian Basin from Veritas TM Resources, LLC, Veritas Permian Resources, LLC, Veritas Lone Star Resources, LLC, and Veritas MOC Resources, LLC, effective as of October 1, 2021 (the “Veritas Acquisition”).

The total consideration was $408.8 million, which included $390.9 million in cash and warrants to purchase 1,939,998 shares of the Company’s common stock, par value $0.001 per share, at an exercise price equal to $28.30 per share. The warrants had a total estimated fair value of $17.9 million. As a result of customary post-closing adjustments, the Company further decreased its proved oil and natural gas properties and total consideration by $3.1 million subsequent to closing.

The results of operations from the acquisition from the January 27, 2022 closing date through December 31, 2022, represented approximately $244.1 million of revenue and $168.0 million of income from operations. The Company incurred $7.3 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations. The following table reflects the fair values of the net assets and liabilities as of the date of acquisition:

	(In thousands)
Fair value of net assets:
Proved oil and natural gas properties	$	383,755
Unproved oil and natural gas properties	26,262
Total assets acquired	410,017
Asset retirement obligations	(1,219)
Net assets acquired	$	408,798
Fair value of consideration paid for net assets:
Cash consideration	$	390,928
Issuance of Common Stock Warrants (1.9 million shares at $28.30 per share)	17,870
Total fair value of consideration transferred	$	408,798

Incline Acquisition

On August 15, 2022, the Company completed the acquisition of certain non-operated oil and gas properties, interests and related assets in the Williston Basin from Incline Bakken, LLC, effective as of April 1, 2022 (the “Incline Acquisition”).

The total consideration at closing was $159.8 million, which includes $158.0 million in cash and $1.8 million in value attributable to potential additional contingent consideration (described in more detail below). As a result of customary post-closing adjustments, the Company reduced its proved oil and natural gas properties and total consideration by $7.5 million subsequent to closing.

The results of operations from the acquisition from the August 15, 2022 closing date through December 31, 2022, represented approximately $25.3 million of revenue and $17.0 million of income from operations. The Company incurred $1.1 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations. The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

F-18

	(In thousands)
Fair value of net assets:
Proved oil and natural gas properties	$	160,155
Total assets acquired	160,155
Asset retirement obligations	(319)
Net assets acquired	$	159,836
Fair value of consideration paid for net assets:
Cash consideration	$	157,977
Contingent consideration	1,850
Total fair value of consideration transferred	$	159,827

A contingent consideration liability arising from potential additional consideration in connection with the Incline Acquisition was recognized at its fair value. The seller had the potential to earn up to $5.0 million of additional cash consideration dependent upon NYMEX WTI oil pricing at the end of 2022. This contingent consideration was not earned, and there was no remaining liability as of December 31, 2022.

Vital Acquisition

On October 3, 2022, the Company completed the acquisition of certain non-operated oil and gas properties, interests and related assets in the Permian Midland Basin from Vital Energy, Inc. (formerly Laredo Petroleum, Inc.), effective as of August 1, 2022 (the “Vital Acquisition”).

The total consideration at closing was $110.1 million in cash. As a result of customary post-closing adjustments, the Company reduced its proved oil and natural gas properties and total consideration by $6.0 million subsequent to closing.

The results of operations from the acquisition from the October 3, 2022 closing date through December 31, 2022, represented approximately $9.4 million of revenue and $6.8 million of income from operations. The Company incurred $0.8 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations. The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

	(In thousands)
Fair value of net assets:
Proved oil and natural gas properties	$	110,258
Total assets acquired	110,258
Asset retirement obligations	(187)
Net assets acquired	$	110,071
Fair value of consideration paid for net assets:
Cash consideration	$	110,071
Total fair value of consideration transferred	$	110,071

Alpha Acquisition

On December 1, 2022, the Company completed the acquisition of certain non-operated oil and gas properties, interests and related assets in the Permian Delaware Basin from Alpha Energy Partners, effective as of September 1, 2022 (the “Alpha Acquisition”).

F-19

The total consideration at closing was $164.0 million, which includes $153.9 million in cash and $10.1 million in value attributable to potential additional contingent consideration (described in more detail below). As a result of customary post-closing adjustments, the Company may adjust its proved oil and natural gas properties and total consideration subsequent to closing.

The results of operations from the acquisition from the December 1, 2022 closing date through December 31, 2022, represented approximately $2.6 million of revenue and $1.5 million of income from operations. The Company incurred $1.3 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations. The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

	(In thousands)
Fair value of net assets:
Proved oil and natural gas properties	$	164,300
Total assets acquired	164,300
Asset retirement obligations	(278)
Net assets acquired	$	164,023
Fair value of consideration paid for net assets:
Cash consideration	$	153,916
Contingent consideration	10,107
Total fair value of consideration transferred	$	164,023

A contingent consideration liability arising from potential additional consideration in connection with the Alpha Acquisition was recognized at its fair value. The seller had the potential to earn additional cash consideration dependent upon average front month NYMEX WTI oil pricing during the first six months of 2023. The amount was to be determined on a sliding scale from zero additional consideration if such pricing was below $75.00 per barrel, up to $22.5 million of additional consideration if such pricing was at least $87.85 per barrel. This contingent consideration was not earned, and there was no remaining associated liability as of December 31, 2023. The acquisition date fair value of the potential additional consideration, totaling $10.1 million, was recorded within contingent consideration liabilities on the Company’s balance sheets. Changes in the fair value of the liability are recorded in other income (expense) on the Company’s statement of operations.

Delaware Acquisition

On December 16, 2022, the Company completed the acquisition of certain non-operated oil and gas properties, interests and related assets in the Permian Delaware Basin from a private seller, effective as of November 1, 2022 (the “Delaware Acquisition”).

The total consideration at closing was $131.6 million in cash. As a result of customary post-closing adjustments, the Company increased its proved oil and natural gas properties and total consideration by $0.1 million subsequent to closing.

The results of operations from the acquisition from the December 16, 2022 closing date through December 31, 2022, represented approximately $1.2 million of revenue and $0.7 million of income from operations. The Company incurred $1.3 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations. The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

F-20

	(In thousands)
Fair value of net assets:
Proved oil and natural gas properties	$	131,773
Total assets acquired	131,773
Asset retirement obligations	(155)
Net assets acquired	$	131,618
Fair value of consideration paid for net assets:
Cash consideration	$	131,618
Total fair value of consideration transferred	$	131,618

Pro Forma Information

The following summarized unaudited pro forma statement of operations information for the years ended December 31, 2023 and December 31, 2022 assumes that each of the 2023 Bolt-on Acquisitions and 2022 Bolt-on Acquisitions occurred as of January 1, 2022. The Company prepared the following summarized unaudited pro forma financial results for comparative purposes only. The summarized unaudited pro forma information may not be indicative of the results that would have occurred had the Company completed the acquisitions as of January 1, 2022, or that would be attained in the future.

	Year Ended December 31,		Year Ended December 31,
(In thousands)	2023		2022
Total Revenues	$	2,474,121	$	2,376,913
Net Income	$	1,177,068	$	1,414,369

Divestitures

From time-to-time the Company may divest assets. In addition, the Company may trade leasehold interests with operators to balance working interests in spacing units to facilitate and encourage a more expedited development of the Company’s acreage.

Unproved Properties

Unproved properties not being amortized comprise approximately 25,880 net acres and 27,663 net acres of undeveloped leasehold interests at December 31, 2023 and 2022, respectively.  The Company believes that the majority of its unproved costs will become subject to depletion within the next five years by proving up reserves relating to the acreage through exploration and development activities, by impairing the acreage that will expire before the Company can explore or develop it further or by determining that further exploration and development activity will not occur.  The timing by which all other properties will become subject to depletion will be dependent upon the timing of future drilling activities and delineation of its reserves.

Excluded costs for unproved properties are accumulated by year.  Costs are reflected in the full cost pool as the drilling costs are incurred or as costs are evaluated and deemed impaired and transferred into the full cost pool.  The Company anticipates these excluded costs will be included in the depletion computation over the next five years.  The Company is unable to predict the future impact on depletion rates.   The following is a summary of capitalized costs excluded from depletion at December 31, 2023 by year incurred.

	December 31,
(In thousands)	2023		2022		2021		Prior Years
Property Acquisition	$	2,064	$	12,865	$	12,097	$	9,759
Development	—		—		—		—
Total	$	2,064	$	12,865	$	12,097	$	9,759

The Company historically has acquired unproved properties by purchasing individual or small groups of leases directly from mineral owners, landmen or lease brokers, which leases historically have not been subject to specified drilling projects, and by

F-21

purchasing lease packages in identified project areas controlled by specific operators.  The Company generally participates in drilling activities on a heads up basis by electing whether to participate in each well on a well-by-well basis at the time wells are proposed for drilling.

The Company assesses all items classified as unproved property on an annual basis, or if certain circumstances exist, more frequently, for possible impairment or reduction in value.  The assessment includes consideration of the following factors, among others:  intent to drill, remaining lease term, geological and geophysical evaluations, drilling results and activity, the assignment of proved reserves, and the economic viability of development if proved reserves are assigned.  During any period in which these factors indicate an impairment, the cumulative costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to depletion and amortization. 

NOTE 4     LONG-TERM DEBT

The Company’s long-term debt consists of the following:

	December 31, 2023
(In thousands)	Principal Balance		Unamortized Net Premium (Discount)		Debt Issuance Costs, Net		Long-term Debt, Net
Revolving Credit Facility (1)	$	161,000	$	—	$	—	$	161,000
Senior Notes due 2028	705,108		8,376		(9,366)		704,117
Convertible Notes due 2029	500,000		—		(14,214)		485,786
Senior Notes due 2031	500,000		(6,600)		(8,749)		484,651
Total	$	1,866,108	$	1,776	$	(32,330)	$	1,835,554
	December 31, 2022
	Principal Balance		Unamortized Net Premium		Debt Issuance Costs, Net		Long-term Debt, Net
Revolving Credit Facility (1)	$	319,000	$	—	$	—	$	319,000
Senior Notes due 2028	724,235		10,682		(11,946)		722,972
Convertible Notes due 2029	500,000		—		(16,558)		483,442
Total	$	1,543,235	$	10,682	$	(28,504)	$	1,525,413

_______________

(1)Debt issuance costs related to the Company’s Revolving Credit Facility of $10.6 million and $10.9 million as of December 31, 2023 and 2022, are recorded in “Other Noncurrent Assets, Net” in the balance sheets.

Revolving Credit Facility

On June 7, 2022, the Company entered into a Third Amended and Restated Credit Agreement (as amended, modified, or supplemented through the date of this filing, the “Revolving Credit Facility”) with Wells Fargo Bank, National Association, as administrative agent and collateral agent (“Agent”), and the lenders from time to time party thereto, which amended and restated the Company’s prior revolving credit facility that was entered into on November 22, 2019. The Revolving Credit Facility is scheduled to mature on June 7, 2027.

The Revolving Credit Facility is comprised of revolving loans and letters of credit and is subject to a borrowing base with maximum loan value to be assigned to the proved reserves attributable to the Company and its subsidiaries’ (if any) oil and gas properties. As of December 31, 2023, the borrowing base was $1.8 billion and the aggregate elected commitment amount was $1.25 billion. The Company’s borrowing availability under the Revolving Credit Facility is set at the lesser of the borrowing base and the elected commitment amount. The borrowing base will be redetermined semiannually on or around April 1st and October 1st, with one interim “wildcard” redetermination available to each of the Company and the Agent (acting at the direction of the lenders holding at least two-thirds of commitments and loans outstanding under the Revolving Credit Facility) between scheduled redeterminations. Upon an acquisition of oil and gas properties with an aggregate value exceeding 5% of the borrowing base, the Company may request an additional redetermination. The scheduled redeterminations are based on a

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December 31st or June 30th reserve report, as applicable, prepared under the supervision of the Company’s chief engineer and, in the case of the December 31st reserve report, audited by an approved petroleum engineer (reasonably acceptable to the Agent). The Company has the option to seek commitments for term loans, which such term loans (if obtained) are capped at the least of (i) the borrowing base minus the aggregate elected commitment amount minus the then-outstanding principal amount of term loans, (ii) the aggregate elected commitment amount minus the then-outstanding principal amount of term loans and (iii) $500.0 million. Such term loans are subject to certain other terms of the Revolving Credit Facility.

At the Company’s option, borrowings under the Revolving Credit Facility shall bear interest at the base rate or SOFR plus an applicable margin. Base rate loans bear interest at a rate per annum equal to the greatest of: (i) the Agent bank’s prime rate; (ii) the federal funds effective rate plus 50 basis points; and (iii) the adjusted SOFR rate for a one-month interest period plus 100 basis points. The applicable margin for base rate loans ranges from 125 to 225 basis points, and the applicable margin for SOFR loans ranges from 225 to 325 basis points, in each case depending on the percentage of the borrowing base utilized.

The Revolving Credit Facility contains negative covenants that limit the Company’s ability, among other things, to pay dividends, incur additional indebtedness, sell assets, enter into certain derivatives contracts, change the nature of its business or operations, merge, consolidate, or make certain types of investments. In addition, the Revolving Credit Facility requires that the Company comply with the following financial covenants: (i) as of the date of determination, the ratio of total net debt to EBITDAX (as defined in the Revolving Credit Facility) shall be no more than 3.50 to 1.00, measured on a rolling four quarter basis, and (ii) the current ratio (defined as consolidated current assets including unused amounts of the total commitments, but excluding non-cash assets under FASB Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging (“ASC 815”), divided by consolidated current liabilities excluding current non-cash obligations under ASC 815, current maturities under the Revolving Credit Facility and current maturities of any long-term debt) shall not be less than 1.00 to 1.00. The Company is in compliance with these financial covenants as of December 31, 2023.

The Company’s obligations under the Revolving Credit Facility may be accelerated, subject to customary grace and cure periods, upon the occurrence of certain Events of Default (as defined in the Revolving Credit Facility). Such Events of Default include customary events for a financing agreement of this type, including, without limitation, payment defaults, the inaccuracy of representations and warranties, defaults in the performance of affirmative or negative covenants, defaults on other indebtedness of the Company or its subsidiaries, defaults related to judgments and the occurrence of a Change in Control (as defined in the Revolving Credit Facility).

The Company’s obligations under the Revolving Credit Facility are secured by mortgages on not less than 90% of the value of proven reserves associated with the oil and gas properties included in the determination of the borrowing base. Additionally, the Company entered into a Guaranty and Collateral Agreement in favor of the Agent for the secured parties, pursuant to which the Company’s obligations under the Revolving Credit Facility are secured by a first priority security interest in substantially all of the Company’s assets.

Senior Notes due 2028

On February 18, 2021, the Company and Wilmington Trust, National Association, as trustee, entered into an indenture (the “2028 Notes Indenture”), pursuant to which the Company issued $550.0 million in aggregate principal amount of 8.125% senior unsecured notes due 2028 (the “Original 2028 Notes”). On November 15, 2021, the Company issued an additional $200.0 million aggregate principal amount of 8.125% senior notes due 2028 (the “Additional 2028 Notes” and, together with the Original 2028 Notes, the “Senior Notes due 2028”). The proceeds of the Senior Notes due 2028 were used primarily to refinance existing indebtedness, and for general corporate purposes.

During 2023, the Company repurchased and retired $19.1 million in aggregate principal amount of the Senior Notes due 2028 in open market transactions for a total of $18.4 million in cash, plus accrued interest. During 2022, the Company repurchased and retired $25.8 million in aggregate principal amount of the Senior Notes due 2028 in open market transactions for a total of $24.9 million in cash, plus accrued interest.

The Senior Notes due 2028 will mature on March 1, 2028. Interest is payable semi-annually in arrears on each March 1 and September 1 to holders of record on the February 15 and August 15 immediately preceding the related interest payment date, at a rate of 8.125% per annum. Prior to March 1, 2024, the Company may redeem all or a part of the Senior Notes due 2028 at a redemption price equal to 100% of the principal amount of the Senior Notes due 2028 redeemed, plus an applicable make-whole premium and accrued and unpaid interest to the redemption date. On or after March 1, 2024, the Company may redeem all or a part of the Senior Notes due 2028 at redemption prices (expressed as percentages of principal amount) equal to

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104.063% for the twelve-month period beginning on March 1, 2024, 102.031% for the twelve-month period beginning on March 1, 2025, and 100% beginning on March 1, 2026, plus accrued and unpaid interest to the redemption date.

If a Change of Control Triggering Event (as defined in the 2028 Notes Indenture) occurs, each holder of Senior Notes due 2028 may require the Company to repurchase all or any part of that holder’s the Senior Notes due 2028 for cash at a price equal to 101% of the aggregate principal amount of the Senior Notes due 2028 repurchased, plus any accrued and unpaid interest on the Senior Notes due 2028 repurchased to, but excluding, the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date on or prior to the date of purchase).

The 2028 Notes Indenture contains covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries, if any, to: (i) incur or guarantee additional indebtedness or issue certain types of preferred stock; (ii) pay dividends or distributions in respect of equity interests or redeem, repurchase or retire equity securities or subordinated indebtedness; (iii) transfer or sell certain assets; (iv) make investments; (v) create liens to secure indebtedness; (vi) enter into agreements that restrict dividends or other payments from any non-guarantor subsidiary to the Company; (vii) consolidate with or merge with or into, or sell substantially all of the Company’s assets to, another person; (viii) enter into transactions with affiliates; and (ix) create unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications, and many of these covenants will be terminated if the Senior Notes due 2028 achieve an investment grade rating from either Moody’s Investors Services, Inc. or S&P Global Ratings.

The 2028 Notes Indenture contains customary events of default, including, but not limited to: (i) default for 30 days in the payment when due of interest on the Senior Notes due 2028; (ii) default in payment when due of the principal of, or premium, if any, on the Senior Notes due 2028; (iii) failure by the Company or certain of its subsidiaries, if any, to comply with certain of their respective obligations, covenants or agreements contained in the Senior Notes due 2028 or the 2028 Notes Indenture, subject to certain notice and grace periods; (iv) failure by the Company or any of its restricted subsidiaries to pay indebtedness within any applicable grace period or the acceleration of any such indebtedness if the total amount of such indebtedness exceeds $35.0 million; (v) failure by the Company or any of its restricted subsidiaries that is a Significant Subsidiary (as defined in the 2028 Notes Indenture) to pay final non-appealable judgments aggregating in excess of $35.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (vi) except as permitted by the 2028 Notes Indenture, any guarantee of the Senior Notes due 2028 is held in any judicial proceeding to be unenforceable or invalid, or ceases for any reason to be in full force and effect, or is denied or disaffirmed by a Guarantor (as defined in the 2028 Notes Indenture); and (vii) certain events of bankruptcy or insolvency described in the 2028 Notes Indenture with respect to the Company and its restricted subsidiaries that are Significant Subsidiaries.

Convertible Notes due 2029

On October 14, 2022, the Company and Wilmington Trust, National Association, as trustee, entered into an indenture (the “Convertible Notes Indenture”), pursuant to which the Company issued $500.0 million in aggregate principal amount of 3.625% convertible senior notes due 2029 (the “Convertible Notes”). The proceeds of the Convertible Notes were used to refinance existing indebtedness and for other general corporate purposes. The Convertible Notes mature on April 15, 2029, unless earlier repurchased, redeemed or converted. The Convertible Notes accrue interest at a rate of 3.625% per annum, payable semi-annually in arrears on April 15 and October 15 of each year.

Before October 16, 2028, noteholders have the right to convert their Convertible Notes only upon the occurrence of certain events. From and after October 16, 2028, noteholders may convert their Convertible Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will have the right to elect to settle conversions either entirely in cash or in a combination of cash and shares of its common stock. However, upon conversion of any Convertible Notes, the conversion value, which will be determined over a period of 40 trading days, will be paid in cash up to at least the principal amount of the Convertible Notes being converted. The initial conversion rate was 26.3104 shares of common stock per $1,000 principal amount of Convertible Notes, which represented an initial conversion price of approximately $38.01 per share of common stock. The conversion rate and conversion price are subject to customary anti-dilution and other adjustments upon the occurrence of certain events. As of December 31, 2023, the conversion rate was 26.5253 shares of common stock per $1,000 principal amount of Convertible Notes, which represented a conversion price of approximately $37.70 per share of common stock. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Convertible Notes Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

The Convertible Notes are redeemable, in whole or in part (subject to certain limitations), at the Company’s option at any time, and from time to time, on or after April 15, 2026 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Convertible Notes to be redeemed, plus accrued

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and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any Convertible Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Convertible Note, in which case the conversion rate applicable to the conversion of that Convertible Note will be increased in certain circumstances if it is converted after it is called for redemption.

If certain corporate events that constitute a “Fundamental Change” (as defined in the Convertible Notes Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require the Company to repurchase their Convertible Notes at a cash repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.

The Convertible Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Convertible Notes Indenture), which include the following: (i) certain payment defaults on the Convertible Notes (which, in the case of a default in the payment of interest on the Convertible Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Convertible Notes Indenture within specified periods of time; (iii) the Company’s failure to comply with certain covenants in the Convertible Notes Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and any subsidiaries that the Company may form or acquire in the future, taken as a whole, to another person; (iv) a default by the Company in certain of its other obligations or agreements under the Convertible Notes Indenture or the Convertible Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Convertible Notes Indenture; (v) certain defaults by the Company or any subsidiaries that the Company may form or acquire in the future with respect to indebtedness for borrowed money of at least $50.0 million; (vi) the rendering of certain judgments against the Company or any of its subsidiaries for the payment of at least $50.0 million, where such judgments are not paid, discharged or stayed within 60 days after the date on which the right to appeal has expired or on which all rights to appeal have been extinguished; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of the Company’s significant subsidiaries that the Company may form or acquire in the future.

If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to any significant subsidiary that the Company may form or acquire in the future) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Convertible Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of Convertible Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Convertible Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Convertible Notes Indenture consists exclusively of the right of the noteholders to receive special interest on the Convertible Notes for up to 365 days at a specified rate per annum not exceeding 0.25% on the principal amount of the Convertible Notes for the first 180 days and, thereafter, at a specified rate per annum not exceeding 0.50% on the principal amount of the Convertible Notes.

Capped Call Transactions

In October 2022, in connection with the Convertible Notes offering described above, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers of the Convertible Notes and/or their respective affiliates and/or other financial institutions. The Company paid $36.1 million in total consideration to enter into the Capped Call Transactions. The Capped Call Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Convertible Notes, the number of shares of common stock initially underlying the Convertible Notes. The Capped Call Transactions are expected generally to reduce potential dilution to the common stock upon any conversion of Convertible Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of such converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions was initially approximately $52.17 per share of common stock, which represents a premium of 75% over the last reported sale price of the common stock of $29.81 per share on October 11, 2022, and is subject to certain customary adjustments under the terms of the Capped Call Transactions. As of December 31, 2023, the cap price of the Capped Call Transactions was approximately $51.74 per share of common stock.

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Senior Notes due 2031

On May 15, 2023, the Company and Wilmington Trust, National Association, as trustee, entered into an indenture (the “2031 Notes Indenture” and, together with the 2028 Notes Indenture, the “Senior Notes Indentures”) pursuant to which the Company issued $500.0 million in aggregate principal amount of the Company’s 8.750% senior notes due 2031 (the “Senior Notes due 2031” and, collectively with the Senior Notes Due 2028, the “Senior Notes”). The proceeds of the Senior Notes due 2031 were used primarily to refinance existing indebtedness, and for general corporate purposes.

The Senior Notes due 2031 will mature on June 15, 2031. Interest is payable semi-annually in arrears on each June 15 and December 15, commencing December 15, 2023, to holders of record on the June 1 and December 1 immediately preceding the related interest payment date, at a rate of 8.750% per annum. Prior to June 15, 2026, the Company may redeem up to 35% of the aggregate principal amount of Senior Notes due 2031, upon not less than 10 or more than 60 days’ notice, at a redemption price of 108.750% of the principal amount of the Senior Notes due 2031 redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more equity offerings by the Company, provided that (i) at least 65% of the aggregate principal amount of Senior Notes due 2031 issued under the 2031 Notes Indenture (including any Additional Notes (as defined in the 2031 Notes Indenture) but excluding the Senior Notes due 2031 held by the Company and its Subsidiaries (as defined in the 2031 Notes Indenture)) remains outstanding immediately after the occurrence of such redemption (unless all Senior Notes due 2031 are redeemed substantially concurrently) and (ii) the redemption occurs within 180 days of the date of the closing of each such equity offering. In addition, prior to June 15, 2026, the Company may redeem all or a part of the Senior Notes due 2031, on any one or more occasions, upon not less than 10 or more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Senior Notes due 2031 redeemed, plus an applicable make-whole premium and accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

On or after June 15, 2026, the Company may redeem all or a part of the Senior Notes due 2031, at redemption prices (expressed as percentages of principal amount) equal to 104.375% for the twelve-month period beginning on June 15, 2026, 102.188% for the twelve-month period beginning on June 15, 2027, and 100% beginning on June 15, 2028, plus accrued and unpaid interest to the redemption date.

If a Change of Control Triggering Event (as defined in the 2031 Notes Indenture) occurs, each holder of Senior Notes due 2031 may require the Company to repurchase all or any part of that holder’s Senior Notes due 2031 for cash at a price equal to 101% of the aggregate principal amount of the Senior Notes due 2031 repurchased, plus any accrued and unpaid interest on the Senior Notes due 2031 repurchased to, but excluding, the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date on or prior to the date of purchase).

The 2031 Notes Indenture contains covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries, if any, to: (i) incur or guarantee additional indebtedness or issue certain types of preferred stock; (ii) pay dividends or distributions in respect of equity interests or redeem, repurchase or retire equity securities or subordinated indebtedness; (iii) transfer or sell certain assets; (iv) make investments; (v) create liens to secure indebtedness; (vi) enter into agreements that restrict dividends or other payments from any non-guarantor subsidiary to the Company; (vii) consolidate with or merge with or into, or sell substantially all of the Company’s assets to, another person; (viii) enter into transactions with affiliates; and (ix) create unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications, and many of these covenants will be terminated if the Senior Notes due 2031 achieve an investment grade rating from either Moody’s Investors Service, Inc. or S&P Global Ratings.

The 2031 Notes Indenture contains customary events of default, including, but not limited to: (i) default for 30 days in the payment when due of interest on the Senior Notes due 2031; (ii) default in payment when due of the principal of, or premium, if any, on the Senior Notes due 2031; (iii) failure by the Company or certain of its subsidiaries, if any, to comply with certain of their respective obligations, covenants or agreements contained in the Senior Notes due 2031 or the 2031 Notes Indenture, subject to certain notice and grace periods; (iv) failure by the Company or any of its restricted subsidiaries to pay indebtedness within any applicable grace period or the acceleration of any such indebtedness if the total amount of such indebtedness exceeds $35.0 million; (v) failure by the Company or any of its restricted subsidiaries that is a Significant Subsidiary (as defined in the 2031 Notes Indenture) to pay final non-appealable judgments aggregating in excess of $35.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (vi) except as permitted by the 2031 Notes Indenture, any guarantee of the Senior Notes due 2031 is held in any judicial proceeding to be unenforceable or invalid, or ceases for any reason to be in full force and effect, or is denied or disaffirmed by a Guarantor (as defined in the 2031 Notes Indenture); and (vii) certain events of

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bankruptcy or insolvency described in the 2031 Notes Indenture with respect to the Company and its restricted subsidiaries that are Significant Subsidiaries.

NOTE 5     COMMON AND PREFERRED STOCK

Common Stock

The Company is authorized to issue up to 135,000,000 shares of common stock, par value $0.001 per share. As of December 31, 2023 and 2022, the Company had 100,761,148 and 85,165,807 shares of common stock issued and outstanding, respectively.

Preferred Stock

The Company is authorized to issue up to 5,000,000 shares of preferred stock, par value $0.001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2023 and 2022, the Company had zero shares of preferred stock issued and outstanding.

Conversion

On November 8, 2022, the Company exercised in full its mandatory conversion rights (the “Mandatory Conversion Exercise”) on its 6.500% Series A Perpetual Cumulative Convertible Preferred Stock (“Series A Preferred Stock”) to convert such shares of Series A Preferred Stock into shares of the Company’s common stock. The outstanding shares of Series A Preferred Stock automatically converted to shares of common stock on November 15, 2022 (the “Mandatory Conversion Date”). Holders of Series A Preferred Stock received 4.4878 shares of common stock and a cash payment of $6.3337 for each share of Series A Preferred Stock converted on the Mandatory Conversion Date. On the Mandatory Conversion Date, 1,643,732 outstanding shares of Series A Preferred Stock converted into an aggregate of 7,376,739 shares of common stock. Cash was paid in lieu of fractional shares of common stock. As a result, there were no remaining shares of Series A Preferred Stock outstanding as of December 31, 2023 and 2022.

2023 Activity

Common Stock

During the year ended December 31, 2023, 98,052 shares of common stock were surrendered by certain employees of the Company to cover tax obligations in connection with their restricted stock awards.  The total value of these shares was approximately $2.6 million, which is based on the market prices on the dates the shares were surrendered.

In March 2023, the Company issued 403,780 shares of common stock in exchange for the surrender and cancellation of a portion of the warrants originally issued by the Company at closing of the Veritas Acquisition, which immediately prior to their cancellation were exercisable for an aggregate of approximately 824,602 shares of common stock at an exercise price of $27.4946 per share.

In May 2023, the Company closed an underwritten public offering of 7,647,500 shares of its common stock at a price of $29.40 per share, after deducting underwriting discounts. This offering resulted in net proceeds of approximately $224.7 million, after deducting underwriting discounts and commissions.

In October 2023, the Company closed an underwritten public offering of 7,475,000 shares of its common stock at a price of $38.88 per share, after deducting underwriting discounts. This offering resulted in net proceeds of approximately $290.6 million, after deducting underwriting discounts and commissions.

Dividends

In February 2023, the Company’s board of directors declared a cash dividend on the Company’s common stock in the amount of $0.34 per share. The dividend was paid on April 28, 2023 to stockholders of record as of the close of business on March 30, 2023.

In May 2023, the Company’s board of directors declared a cash dividend on the Company’s common stock in the amount of $0.37 per share. The dividend was paid on July 31, 2023 to stockholders of record as of the close of business on June 29, 2023.

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In August 2023, the Company’s board of directors declared a cash dividend on the Company’s common stock in the amount of $0.38 per share. The dividend was paid on October 31, 2023 to stockholders of record as of the close of business on September 28, 2023.

In October 2023, the Company’s board of directors declared a cash dividend on the Company’s common stock in the amount of $0.40 per share. The dividend was paid on January 31, 2024 to stockholders of record as of the close of business on December 28, 2023.

On February 5, 2024, the Company’s board of directors declared a cash dividend on the Company’s common stock in the amount of $0.40 per share. The dividend is payable on April 30, 2024 to stockholders of record as of the close of business on March 28, 2024.

During the years ended December 31, 2023 and 2022, the Company paid zero and $21.7 million respectively, in aggregate dividends on the Series A Preferred Stock.

Stock Repurchase Program

In May 2022, the Company’s board of directors approved a stock repurchase program to acquire up to $150.0 million of the Company’s outstanding common stock.  The stock repurchase program allows the Company to repurchase its shares from time to time in the open market, block transactions and in negotiated transactions.

During the year ended December 31, 2023 the Company repurchased 287,751 shares of its common stock under the stock repurchase program at a total cost of $8.0 million. During the year ended December 31, 2022, the Company repurchased 1,909,097 shares of its common stock under the stock repurchase program at a total cost of $54.5 million.

The Company’s accounting policy upon the repurchase of shares is to deduct its par value from common stock and to reflect any excess of cost over par value as a deduction from Additional Paid-in Capital. All repurchased shares are included in the Company’s pool of authorized but unissued shares.

NOTE 6     STOCK-BASED COMPENSATION AND WARRANTS

Stock-Based Compensation

The Company maintains the Amended and Restated 2018 Equity Incentive Plan (the “2018 Plan”) for the purpose of making equity-based awards to employees, directors and other eligible persons. As of December 31, 2023, there were 3,004,716 shares available for future awards or settlement of awards under the 2018 Plan.

The Company recognizes the fair value of stock-based compensation awards expected to vest over the requisite service period as a charge against earnings, net of amounts capitalized. The Company’s stock-based compensation awards are accounted for as equity instruments and are included in the “General and administrative expenses” line item in the statements of operations. The Company capitalizes a portion of stock-based compensation for employees who are directly involved in the acquisition of oil and natural gas properties into the full cost pool. Capitalized stock-based compensation is included in the “Oil and natural gas properties” line item in the balance sheet.

Issuances made pursuant to the 2018 Plan are summarized as follows:

The Company issues share-based awards in the form of restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and share appreciation awards (“SARs”), subject to various vesting conditions as compensation to executive officers, employees and directors of the Company. Typically, RSAs issued to employees and executive officers contain a service condition only and generally vest over three or four years. Typically, RSUs and SARs contain both a service and market condition. Market conditions can be an absolute total shareholder return (“TSR”), the Company’s TSR ranking among its peer companies or the Company’s market capitalization growth measured over a defined performance period. Grantees’ continued employment through the end of the performance period is required for such RSUs and SARs to vest. RSAs issued to directors generally vest either immediately or over one year, subject to continued service and provided that any performance and/or market conditions are also met.

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For awards subject to service and/or performance vesting conditions, the grant-date fair value is established based on the closing price of the Company’s common stock on such date. Stock-based compensation expense for awards subject to only service conditions is recognized on a straight-line basis over the service period. Stock-based compensation expense for awards subject to both service and performance conditions are recognized on a graded basis if it is probable that the performance condition will be achieved. The Company accounts for forfeitures of awards granted under these plans as they occur in determining stock-based compensation expense.

For awards subject to a market condition, the grant-date fair value is estimated using a Monte Carlo valuation model. The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether it becomes probable that these conditions will be achieved or not, and stock-based compensation expense for any such awards is not reversed if vesting does not actually occur. The Monte Carlo model is based on random projections of stock price paths and must be repeated numerous times to achieve a probabilistic assessment. Expected volatility is calculated based on the historical volatility and implied volatility of the Company’s common stock, and the risk-free interest rate is based on U.S. Treasury yield curve rates with maturities consistent with the three-year vesting period.

Service-Based RSAs

During 2023, 2022 and 2021, 468,268, 125,789 and 339,653 shares, respectively, of service-based RSAs were granted to executive officers, employees and directors under the 2018 Equity Plan. The weighted average grant date fair value of service-based RSAs was $35.19 per share, $26.34 per share and $16.45 per share for the years ended December 31, 2023, 2022, and 2021, respectively.

The following table reflects the outstanding service-based RSAs and activity related thereto for the year ended December 31, 2023:

	Service-based Awards
	Number of Shares	Weighted-average Grant Date Fair Value
Outstanding at December 31, 2022	316,333	$	16.39
Shares granted	468,268	35.19
Shares forfeited	(13,404)	19.06
Shares vested	(273,475)	10.16
Outstanding at December 31, 2023	497,722	$	27.45

At December 31, 2023, there was $11.3 million of total unrecognized compensation expense related to unvested RSAs. That cost is expected to be recognized over a weighted average period of 1.8 years. For the years ended December 31, 2023, 2022 and 2021, the total fair value of the Company’s restricted stock awards vested was $6.2 million, $4.6 million and $1.8 million, respectively.

Performance Equity Awards

In April 2022, the Company granted performance equity awards under its 2022 executive compensation program to certain executive officers. The awards were subject to a market condition, which was based on a comparison of the Company versus a defined peer group with respect to total shareholder return based on the last 20 trading days of 2022 compared to the same period of 2021 (“2022 TSR Awards”). Depending on the Company’s TSR relative to the defined peer group, the award recipients in the aggregate could earn between zero and $2.4 million in the form of awards expected to be settled in restricted shares of the Company’s common stock with service-based vesting over three years. In January 2023, the Company issued 74,220 restricted shares of common stock in settlement of these awards, with service-based vesting over three years. The shares are included in the table above.

In December 2023, the Company granted performance equity awards, in the form of RSUs, that are subject to the achievement of either an absolute TSR or a comparison of the Company’s TSR versus a defined peer group based on the last 20 trading days of 2025 compared to the same period of 2022 (“2023 TSR Awards”). The number of RSUs issued as a target amount on the grant date was 83,710. Depending on the Company’s stock performance, the number of common shares grantees shall be entitled to receive following the end of the performance period on December 31, 2025, can range from zero to 166% of the target amount. The grant-date fair value for these awards ranges from $35.73 per share to $52.41 per share. For the year ended

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December 31, 2023, the compensation expenses associated with these awards were immaterial. As of December 31, 2023, the unrecognized compensation expenses were $3.7 million, which will be amortized over the remaining performance period.

The following table reflects the outstanding 2023 TSR Awards and activity related thereto for the year ended December 31, 2023:

	2023 TSR Awards
	Number of Units	Weighted-average Grant Date Fair Value
Outstanding at December 31, 2022	—	$	—
Units granted	83,710	44.49
Units forfeited	—	—
Units vested	—	—
Outstanding at December 31, 2023	83,710	$	44.49

In December 2023, the Company also granted performance equity awards, in the form of appreciation rights (“SARs”), that are subject to the achievement of an annualized adjusted market capitalization appreciation rate measured based on the last 20 trading days of 2027 compared to the same period of 2022 (“2023 SARs Awards”). The final payout will be a dollar amount, settleable in cash, shares or a combination of both at the Company’s option. The Company plans to settle the 2023 SARs Awards by issuing a number of common shares equal to the payout amount divided by the trailing 20-day average price as of the last trading day of 2027. In 2023, the Company issued SARs with an aggregate grant-date fair value of $6.0 million. For the year ended December 31, 2023, the compensation expenses associated with these awards were immaterial. As of December 31, 2023, the unrecognized compensation expenses for these awards were $6.0 million, which will be amortized over the remaining performance period.

The Company used Monte Carlo simulation models, described above, to estimate (i) the fair value of the 2022 TSR Awards and 2023 TSR Awards based on the expected outcome of the Company’s absolute TSR as well as TSR relative to the defined peer group and (ii) the fair value of the SARs based on the expected outcome of the Company’s market capitalization appreciation rate. The assumptions used for the Monte Carlo model were as follows:

	2022			2023
	TSR Awards			TSR Awards			SAR Awards
Risk-free interest rate	1.69		%	4.23		%	3.92		%
Dividend yield	2.40		%	—		%	4.30		%
Expected volatility	56.94		%	56.40		%	72.30		%
Company’s closing stock price on grant date	$	24.98		$	37.07		$	37.07

Warrants

In January 2022, the Company issued common stock warrants as a part of the Veritas Acquisition as purchase consideration. These warrants gave holders the right to purchase 1,939,998 shares of the Company’s common stock at an exercise price equal to $28.30 per share (subject to certain anti-dilution adjustments), had a total fair value of $17.9 million at issuance, and are generally exercisable from April 27, 2022 until January 27, 2029. The fair value of the warrants at issuance was determined by utilizing an Option Pricing Model, which used the market value of the Company’s common stock on the issue date, an exercise price of $28.30, an implied volatility of 60%, a risk-free rate of 2.14% and an implied dividend yield of 3.00%.

In March 2023, the Company issued 403,780 shares of common stock in exchange for the surrender and cancellation of a portion of the warrants originally issued by the Company at closing of the Veritas Acquisition, which immediately prior to their cancellation were exercisable for an aggregate of approximately 824,602 shares of common stock at an exercise price of $27.4946 per share. Neither the Company nor the holders paid any cash consideration in the transaction.

The following table reflects the outstanding warrants and activity related thereto for the year ended December 31, 2023:

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	Warrants
	Number of Warrants	Weighted-average Exercise Price
Outstanding at December 31, 2022	1,996,829	$	27.49
Issued	—	—
Anti-Dilution Adjustments for Common Stock Dividends	51,736	27.05
Exercised	—	—
Cancelled	(824,602)	27.49
Expired	—	—
Outstanding at December 31, 2023	1,223,963	$	26.33

NOTE 7     RELATED PARTY TRANSACTIONS

Preferred Stock Repurchase

During February 2022, the Company entered into and closed three separate stock repurchase agreements pursuant to which the Company repurchased an aggregate of 71,894 shares of the Company’s Series A Preferred Stock, on identical financial terms from each party for an aggregate purchase price of approximately $9.5 million in cash. Of the total amount, 21,894 shares were repurchased from affiliates of TRT Holdings, Inc., for $2.9 million in cash. Two of the Company’s directors were employed by TRT Holdings, Inc., which together with its affiliates beneficially owned more than 10% of our outstanding common stock at the time of the transactions described in this paragraph.

The Company’s Audit Committee is responsible for approving all transactions involving related parties.

NOTE 8     COMMITMENTS & CONTINGENCIES

Litigation

The Company is engaged in various proceedings incidental to the normal course of business. Due to their nature, such legal proceedings involve inherent uncertainties, including but not limited to, court rulings, negotiations between affected parties and governmental intervention.  Based upon the information available to the Company and discussions with legal counsel, it is the Company’s opinion that the outcome of the various legal actions and claims that are incidental to its business will not have a material impact on the Company’s financial position, results of operations or cash flows.  Such matters, however, are subject to many uncertainties, and the outcome of any matter is not predictable with assurance.

The Company’s interests in certain crude oil and natural gas leases from the State of North Dakota are subject to an ongoing dispute over the ownership of minerals underlying the bed of the Missouri River within the boundaries of the Fort Berthold Reservation.  The ongoing dispute is between the State of North Dakota and three affiliated tribes, both of whom have purported to lease mineral rights in tracts of riverbed within the reservation boundaries. In the event the ongoing dispute results in a final judgment that is adverse to the Company’s interests, the Company would be required to reverse approximately $2.4 million in revenue (net of accrued taxes) that has been accrued since the first quarter of 2013 based on the Company’s purported interest in the crude oil and natural gas leases at issue. Due to the long-term nature of this title dispute, the $2.4 million in accounts receivable is included in “Other Noncurrent Assets, Net” in the balance sheets. The Company fully maintains the validity of its interests in the crude oil and natural gas leases.

Delivery Commitments

As of December 31, 2023, the Company had certain agreements associated with the Company’s Appalachian Basin properties which require the Company to deliver firm quantities of natural gas to certain third parties, which we seek to fulfill with products from existing reserves. In the event we are not able to meet these firm commitments, we are subject to deficiency payments.

The estimable future commitments under these volume commitment agreements as of December 31, 2023 are as follows:

F-31

(in Bcf)	Commitment Volumes
2024	18.4
2025	3.2
Total	21.6

The Company recognizes any deficiency payments in the period in which the underdelivery takes place pursuant to the agreements and the related liability has been incurred. For the years ended December 31, 2023, 2022 and 2021, the Company made deficiency payments totaling $8.9 million, $8.5 million and $0.7 million, respectively. These amounts are recognized in operating expenses in the Company’s Statement of Operations. The amount and timing of any such deficiency payments that may be incurred in the future cannot be accurately estimated.

NOTE 9     ASSET RETIREMENT OBLIGATIONS

The Company has asset retirement obligations associated with the future plugging and abandonment of proved properties and related facilities.  Initially, the fair value of a liability for an asset retirement obligation (“ARO”) is recorded in the period in which it is incurred and a corresponding increase in the carrying amount of the related long-lived asset.  The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset.  If the liability is settled for an amount other than the recorded amount, an adjustment to the full cost pool is recognized.  The Company has no assets that are legally restricted for purposes of settling asset retirement obligations.

Inherent in the fair value calculation are numerous assumptions and judgments including the ultimate retirement costs, inflation factors, credit-adjusted risk-free discount rates, timing of retirement, and changes in the legal, regulatory, environmental and political environments.  To the extent future revisions to these assumptions impact the present value of the existing ARO, a corresponding adjustment is made to the oil and gas property balance.  For example, as the Company analyzes actual plugging and abandonment information, the Company may revise its estimate of current costs, the assumed annual inflation of the costs and/or the assumed productive lives of its wells.

The following table summarizes the Company’s asset retirement obligation transactions recorded during the years ended December 31, 2023 and 2022.

	December 31,
(in thousands)	2023		2022
Beginning Asset Retirement Obligations	$	33,082	$	28,012
Liabilities Acquired During the Period	2,203		2,158
Liabilities Incurred During the Period	2,191		1,014
Revision of Estimates	1,019		276
Accretion of Discount on Asset Retirement Obligations	2,395		1,980
Liabilities Settled During the Period	(1,001)		(359)
Ending Asset Retirement Obligations	$	39,889	$	33,082

NOTE 10     INCOME TAXES

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating losses and tax credit carry-forwards. Under this method, deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income (loss) in the period that includes the enactment date.

The income tax provision (benefit) for the years ended December 31, 2023, 2022, and 2021 consists of the following:

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(In thousands)	2023		2022		2021
Current
Federal	$	—	$	—	$	—
State	915		3,101		233
Deferred
Federal	209,168		164,453		130
State	22,035		20,627		(3,984)
Valuation Allowance	(154,345)		(185,080)		3,854
Total Tax Expense	$	77,773	$	3,101	$	233

The following is a reconciliation of the reported amount of income tax benefit for the years ended December 31, 2023, 2022, and 2021 to the amount of income tax expenses that would result from applying the statutory rate to pretax income (loss).

(In thousands)	2023			2022			2021
Income (Loss) Before Taxes and NOL	$	1,000,742		$	776,338		$	6,594
Federal Statutory Rate	21.00		%	21.00		%	21.00		%
Taxes Computed at Federal Statutory Rates	210,156			163,031			1,385
State Tax (Benefit), Net of Federal Taxes	24,769			20,270			(3,752)
Deferred Tax Adjustment	(3,527)			3,532			(1,488)
Perm Differences	720			1,347			234
Valuation Allowance	(154,345)			(185,080)			3,854
Reported Tax Expense	$	77,773		$	3,101		$	233

A valuation allowance is established to reduce deferred tax assets if it is determined that it is more likely than not that the related tax benefit will not be realized. On a quarterly basis, management evaluates the need for and adequacy of valuation allowances based on the expected realizability of the deferred tax assets and adjusts the amount of such allowances, if necessary. During 2023, in evaluating whether it was more likely than not that the Company’s net deferred tax assets were realized through future net income, management considered all available positive and negative evidence, including (i) its earnings history, (ii) its future reversal of existing temporary differences, including the ability to recover net operating loss carry-forwards against future taxable income from deferred tax liabilities, (iii) the projected future income and results of operations, and (iv) its ability to use tax planning strategies. Based on all the evidence available, management determined it was more likely than not that the net deferred tax assets, other than the deferred tax asset related to certain of the Company’s state net operating loss carryforward, were realizable. The Company’s valuation allowance at December 31, 2023 and December 31, 2022 was $1.9 million and $156.3 million, respectively.

At December 31, 2023, the Company had a net operating loss carryforward for federal income tax purposes of $573.0 million, which is net of the IRC Section 382 limitation, and gross state NOL carryforwards of $712.9 million. The determination of the state NOL carryforwards is dependent upon apportionment percentages, state income tax rates, and state laws that can change from year to year and that can thereby impact the amount of the deferred tax asset related to such carryforwards. If unutilized, all of the federal net operating losses will expire from 2031 to 2037, except for $326.7 million of federal net operating losses that have an indefinite life. If unutilized, all of the state net operating losses will expire from 2023 to 2043, except for $193.7 million of state net operating losses that have an indefinite life.

The significant components of the Company’s deferred tax assets (liabilities) were as follows:

F-33

	Year Ended December 31,
(in thousands)	2023		2022
Net Operating Loss (NOLs) and Tax Credit Carryforwards	$	146,039	$	134,103
Share Based Compensation	864		901
Accrued Interest	1,006		1,019
Allowance for Doubtful Accounts	927		1,143
Crude Oil and Natural Gas Properties and Other Properties	(278,993)		(43,415)
Interest Carryforwards	43,328		10,050
Derivative Instruments	8,386		52,891
Other	11,836		(424)
Total Net Deferred Tax Assets (Liabilities) Before Valuation Allowance	(66,607)		156,269
Valuation Allowance	(1,881)		(156,269)
Total Net Deferred Tax Assets (Liabilities)	$	(68,488)	$	—

Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. The Company has no liabilities for unrecognized tax benefits.

The Company’s policy is to recognize potential interest and penalties accrued related to unrecognized tax benefits within income tax expense. For the years ended December 31, 2023, 2022 and 2021, the Company did not recognize any interest or penalties in its statements of operations, nor did it have any interest or penalties accrued in its balance sheet at December 31, 2023 and 2022 relating to unrecognized benefits.

The tax years 2023, 2022, 2021 and 2020 remain open to examination for federal income tax purposes and by the other major taxing jurisdictions to which the Company is subject. Additionally, NOLs from 2011-2023 could be adjusted in the future when such NOLs are utilized.

NOTE 11     FAIR VALUE

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.  The Company uses a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Financial Assets and Liabilities

As required, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.  The Company’s assessment of the significance of a particular input requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.  The following

F-34

tables set forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2023 and 2022.

	Fair Value Measurements at
	December 31, 2023 Using
(In thousands)	Quoted Prices In Active Markets for Identical Assets (Liabilities) (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Commodity Derivatives – Current Assets	$	—	$	75,733	$	—
Commodity Derivatives – Noncurrent Assets	—		10,725		—
Commodity Derivatives – Current Liabilities	—		(16,797)		—
Commodity Derivatives – Noncurrent Liabilities	—		(105,831)		—
Total	$	—	$	(36,169)	$	—

	Fair Value Measurements at
	December 31, 2022 Using
(In thousands)	Quoted Prices In Active Markets for Identical Assets (Liabilities) (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Commodity Derivatives – Current Assets	$	—	$	34,276	$	—
Commodity Derivatives – Noncurrent Assets	—		12,547		—
Commodity Derivatives – Current Liabilities	—		(58,418)		—
Commodity Derivatives – Noncurrent Liabilities	—		(225,905)		—
Interest Rate Derivatives – Noncurrent Assets	—		1,017		—
Contingent Consideration - Current Liabilities	—		(10,107)		—
Total	$	—	$	(246,590)	$	—

Subsequent to the issuance of the Company’s financial statements as of and for the period ended December 31, 2022, the Company identified an immaterial error in the presentation of the Fair Value footnote disclosure in which the line item “Contingent Consideration – Current Liabilities” was improperly presented as a positive value as opposed to a negative value. Accordingly, within the “Contingent Consideration – Current Liabilities” line included in the table above, the Company has corrected the amount in the line item and total for the table as of December 31, 2022. Management evaluated the materiality of this error from quantitative and qualitative perspectives and concluded the error was immaterial to the prior period. The error did not impact the balance sheet, statement of operations, statement of cash flows, or statement of stockholder’s equity.

Commodity Derivatives. The Level 2 instruments presented in the tables above consist of commodity derivative instruments (see Note 12).  The fair value of the Company’s commodity derivative instruments is determined based upon future prices, volatility and time to maturity, among other things.  Counterparty statements are utilized to determine the value of the commodity derivative instruments and are reviewed and corroborated using various methodologies and significant observable inputs.  The Company’s and the counterparties’ nonperformance risk is evaluated.  The fair value of commodity derivative contracts is reflected in the balance sheet.  The current derivative asset and liability amounts represent the fair values expected to be settled in the subsequent twelve months.

Interest Rate Derivatives. The Level 2 instruments presented in the tables above consist of interest rate derivative instruments (see Note 12).  The fair value of the Company’s interest rate derivative instruments is determined based upon contracted notional amounts, active market-quoted interest yield curves, and time to maturity, among other things. Counterparty statements are utilized to determine the value of the interest rate derivative instruments and are reviewed and corroborated using various methodologies and significant observable inputs.  The Company’s and the counterparties’ nonperformance risk is

F-35

evaluated.  The fair value of interest rate derivative contracts is reflected in the balance sheets.  The current derivative asset and liability amounts represent the fair values expected to be settled in the subsequent twelve months.

Contingent Consideration. These Level 2 instruments presented in the tables above consist of contingent consideration liabilities that were potentially payable by the Company in connection with the Alpha Acquisition (see Note 3). The fair value of these liabilities was estimated using observable market data (NYMEX WTI forward price curve) and Monte Carlo simulation models. The acquisition date fair values were recorded within contingent consideration liabilities on the Company’s balance sheets. Changes in the fair value of the liability are recorded in other income (expense) in the Company’s statement of operations.

Fair Value of Other Financial Instruments

The carrying amounts of cash equivalents, receivables and payables approximate fair value due to the highly liquid or short-term nature of these instruments.

Long-term debt is not presented at fair value in the balance sheets, as it is recorded at carrying value, net of unamortized debt issuance costs and unamortized premium (see Note 4).  The fair value of the Company’s Senior Notes due 2028, Senior Notes due 2031 and Convertible Notes was $735.1 million, $508.8 million and $587.5 million, respectively, at December 31, 2023. These fair values are based on market quotes that represent Level 2 inputs.

There is no active market for the Revolving Credit Facility. The recorded value of the Revolving Credit Facility approximates its fair value because of its floating rate structure based on the SOFR spread, secured interest, and the Company’s borrowing base utilization. The fair value measurement for the Revolving Credit Facility represents Level 2 inputs.

Non-Financial Assets and Liabilities

The Company estimates asset retirement obligations pursuant to the provisions of FASB ASC Topic 410, Asset Retirement and Environmental Obligations. The initial measurement of AROs at fair value is calculated using discounted cash flow techniques and based on internal estimates of future retirement costs associated with oil and natural gas properties.  Given the unobservable nature of the inputs, including plugging costs and reserve lives, the initial measurement of the AROs liability is deemed to use Level 3 inputs.  AROs incurred and acquired during the year ended December 31, 2023 were approximately $4.4 million.

The Company issued common stock warrants as a part of the Veritas Acquisition as purchase consideration. The common stock warrants issued grant holders the right to purchase 1,939,998 shares of the Company’s common stock at an exercise price equal to $28.30 per share (subject to certain adjustments), which are generally exercisable from April 27, 2022 until January 27, 2029. See Note 6 for additional information regarding these warrants. The fair value of the common stock warrants consideration was determined by utilizing an Option Pricing Model. These non-recurring fair value measurements are primarily determined using inputs that are observable or can be corroborated by observable market data (Level 2 inputs).

The Company accounts for acquisitions of oil and natural gas properties under the acquisition method of accounting. Accordingly, the Company conducts assessments of net assets acquired and recognizes amounts for identifiable assets acquired and liabilities assumed at the estimated acquisition date fair values, while transaction costs associated with the acquisitions are expensed as incurred. The Company makes various assumptions in estimating the fair values of assets acquired and liabilities assumed. The most significant assumptions relate to the estimated fair value of oil and natural gas properties. The fair value of these properties is measured using a discounted cash flow model that converts future cash flows to a single discounted amount. These assumptions represent Level 3 inputs under the fair value hierarchy. See Note 3 for additional discussion of the Company’s acquisitions of oil and natural gas properties during the year ended December 31, 2023 and discussion of the significant inputs to the valuations.

Though the Company believes the methods used to estimate fair value are consistent with those used by other market participants, the use of other methods or assumptions could result in a different estimate of fair value. There were no transfers of financial assets or liabilities between Level 1, Level 2 or Level 3 inputs for the years ended December 31, 2023 and 2022.

NOTE 12     DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT

The Company utilizes various commodity price derivative instruments to (i) reduce the effects of volatility in price changes on the crude oil and natural gas commodities it produces and sells, (ii) reduce commodity price risk and (iii) provide a base level of cash flow in order to assure it can execute at least a portion of its capital spending. In addition, from time to time the Company utilizes interest rate swaps to mitigate exposure to changes in interest rates on the Company’s variable-rate indebtedness.

F-36

All derivative instruments are recorded in the Company’s balance sheet as either assets or liabilities measured at their fair value (see Note 11).  The Company has not designated any derivative instruments as hedges for accounting purposes and does not enter into such instruments for speculative trading purposes.  If a derivative does not qualify as a hedge or is not designated as a hedge, the changes in the fair value are recognized in the Company’s statements of operations as a gain or loss on derivative instruments.  Mark-to-market gains and losses represent changes in fair values of derivatives that have not been settled.  The Company’s cash flow is only impacted when the actual settlements under the derivative contracts result in making or receiving a payment to or from the counterparty.  These cash settlements represent the cumulative gains and losses on the Company’s derivative instruments for the periods presented and do not include a recovery of costs that were paid to acquire or modify the derivative instruments that were settled.

The Company has master netting agreements on individual derivative instruments with certain counterparties and therefore the current asset and liability are netted in the balance sheet and the non-current asset and liability are netted in the balance sheet for contracts with these counterparties.

Commodity Derivative Instruments

The following table presents settlements on commodity derivative instruments and unsettled gains and losses on open commodity derivative instruments for the periods presented which is recorded in the revenue section of our financial statements:

	Year ended December 31,
(In thousands)	2023		2022		2021
Cash Received (Paid) on Settled Derivatives	$	57,919	$	(455,450)	$	(165,823)
Non-Cash Mark-to-Market Gain (Loss) on Derivatives	201,331		40,187		(312,370)
Gain (Loss) on Commodity Derivatives, Net	$	259,250	$	(415,262)	$	(478,193)

The following table summarizes open commodity derivative positions as of December 31, 2023, for commodity derivatives that were entered into through December 31, 2023, for the settlement period presented:

F-37

	2024		2025		2026		2027
Oil:
WTI NYMEX - Swaps:
Volume (Bbl)	7,958,865		2,223,187		1,069,557		—
Weighted-Average Price ($/Bbl)	$	74.13	$	71.91	$	68.94	$	—
WTI NYMEX - Swaptions(1)(2):
Volume (Bbl)	—		1,426,075		3,052,495		—
Weighted-Average Price ($/Bbl)	$	—	$	66.41	$	65.01	$	—
WTI NYMEX - Call Options(1)(2):
Volume (Bbl)	1,806,210		5,096,640		3,102,500		2,190,000
Weighted-Average Price ($/Bbl)	$	71.57	$	75.96	$	72.59	$	80.00
WTI NYMEX - Put Options:
Volume (Bbl)	136,500		—		—		—
Weighted-Average Price ($/Bbl)	$	75.00	$	—	$	—	$	—
WTI NYMEX - Collars:
Collar Put Volume (Bbl)	5,470,001		811,539		159,342		—
Collar Call Volume (Bbl)	7,089,089		1,129,962		175,307
Weighted-average floor price (Bbl)	$	69.83	$	67.76	$	62.50	$	—
Weighted-average ceiling price (Bbl)	$	83.31	$	77.16	$	70.25	$	—
Argus American Crude WTI Midland to WTI NYMEX - Basis Swaps:
Volume (Bbl)	6,211,786		4,106,276		2,094,291		—
Weighted-Average Differential ($/Bbl)	$	1.15	$	1.04	$	1.06	$	—
Natural Gas:
Henry Hub NYMEX - Swaps:
Volume (MMBtu)	38,440,787		2,260,000		—		—
Weighted-Average Price ($/MMBtu)	$	3.52	$	3.90	$	—	$	—
Henry Hub NYMEX - Swaptions:
Volume (MMBtu)	—		7,300,000		—		—
Weighted-Average Price ($/MMBtu)	$	—	$	3.88	$	—	$	—
Waha Swaps:
Volume (MMBtu)	1,830,000		1,825,000		1,825,000		—
Weighted-Average Price ($/MMBtu)	$	3.20	$	3.20	$	3.20	$	—
Waha Inside FERC to Henry Hub - Basis Swaps:
Volume (MMBtu)	19,032,000		16,728,000		10,950,000		—
Weighted-Average Differential ($/MMBtu)	$	(0.80)	$	(0.86)	$	(0.78)	$	—
Henry Hub NYMEX - Call Options:
Volume (MMBtu)	6,158,050		12,207,700		—		—
Weighted-Average Price ($/MMBtu)	$	3.85	$	3.73	$	—	$	—
Henry Hub NYMEX - Collars:
Collar Put Volume (MMBtu)	21,644,086		26,694,006		15,192,303		—
Collar Call Volume (MMBtu)	21,644,086		26,694,006		15,192,303		—
Weighted-average floor price ($/MMBtu)	$	3.12	$	3.16	$	3.13	$	—
Weighted-average ceiling price ($/MMBtu)	$	4.91	$	5.37	$	5.66	$	—
NE - TETCO M2 - Basis Swaps:
Volume (MMBtu)	15,550,000		3,650,000		1,825,000		—
Weighted-Average Differential ($/MMBtu)	$	(0.99)	$	(1.01)	$	(1.14)	$	—

F-38

______________

(1)Swaptions are derivative contracts that give counterparties the option to extend certain derivative contracts for additional periods. Call Options are derivative contracts sold by the Company that give counterparties the option to exercise certain derivative contracts. The volumes and prices reflected as Swaptions and Call Options in this table will only be effective if the options are exercised by the applicable counterparties.

(2)In 2028, NOG has 366,000 Bbl open call option contracts at a weighted average price of $80.00 per Bbl.

Interest Rate Derivative Instruments

At times, the Company uses interest rate swaps to effectively convert a portion of its variable rate indebtedness to fixed rate indebtedness. As of December 31, 2023, the Company had no interest rate swaps. The settlement of these derivative instruments is recognized as a component of interest expense in the statements of operations. The mark-to-market component of these derivative instruments is recognized in gain (loss) on unsettled interest rate derivatives, net in the statements of operations.

Other Information Regarding Derivative Instruments

The following table sets forth the amounts, on a gross basis, and classification of the Company’s outstanding derivative financial instruments at December 31, 2023 and 2022, respectively.  Certain amounts may be presented on a net basis in the financial statements when such amounts are with the same counterparty and subject to a master netting arrangement:

(In thousands)		December 31, Estimated Fair Value
Type of Commodity	Balance Sheet Location	2023		2022
Derivative Assets:
Commodity Price Swap Contracts	Current Assets	$	61,323	$	30,513
Commodity Basis Swap Contracts	Current Assets	4,487		5,620
Commodity Price Collar Contracts	Current Assets	36,619		40,652
Commodity Price Call Option Contracts	Current Assets	17,964		—
Commodity Price Put Option Contracts	Current Assets	664		—
Interest Rate Swap Contracts	Current Assets	—		1,017
Commodity Price Swap Contracts	Noncurrent Assets	16,621		11,490
Commodity Basis Swap Contracts	Noncurrent Assets	1,874		547
Commodity Price Collar Contracts	Noncurrent Assets	26,841		29,538
Commodity Price Call Option Contracts	Noncurrent Assets	3,635		—
Total Derivative Assets		$	170,029	$	119,377
Derivative Liabilities:
Commodity Price Swap Contracts	Current Liabilities	$	(8,079)	$	(53,386)
Commodity Basis Swap Contracts	Current Liabilities	(6,796)		(4,407)
Commodity Price Swaptions Contracts	Current Liabilities	(1,496)		—
Commodity Price Collar Contracts	Current Liabilities	(14,370)		(29,218)
Commodity Price Call Option Contracts	Current Liabilities	(31,380)		(13,916)
Commodity Price Swap Contracts	Noncurrent Liabilities	(2,288)		(8,343)
Commodity Basis Swap Contracts	Noncurrent Liabilities	(8,922)		(3,071)
Commodity Price Collar Contracts	Noncurrent Liabilities	(18,849)		(33,210)
Commodity Price Call Option Contracts	Noncurrent Liabilities	(78,123)		(132,794)
Commodity Price Swaptions Contracts	Noncurrent Liabilities	(35,896)		(77,515)
Total Derivative Liabilities		$	(206,198)	$	(355,860)

F-39

The use of derivative transactions involves the risk that the counterparties will be unable to meet the financial terms of such transactions.  When the Company has netting arrangements with its counterparties that provide for offsetting payables against receivables from separate derivative instruments these assets and liabilities are netted in the balance sheet. The tables presented below provide reconciliation between the gross assets and liabilities and the amounts reflected in the balance sheet. The amounts presented exclude derivative settlement receivables and payables as of the balance sheet dates.

	Estimated Fair Value at December 31, 2023
(In thousands)	Gross Amounts of Recognized Assets (Liabilities)		Gross Amounts Offset in the Balance Sheet		Net Amounts of Assets (Liabilities) Presented in the Balance Sheet
Offsetting of Derivative Assets:
Current Assets	$	121,057	$	(45,324)	$	75,733
Non-Current Assets	48,971		(38,246)		10,725
Total Derivative Assets	$	170,029	$	(83,570)	$	86,459
Offsetting of Derivative Liabilities:
Current Liabilities	$	(62,120)	$	45,324	$	(16,797)
Non-Current Liabilities	(144,077)		38,246		(105,831)
Total Derivative Liabilities	$	(206,198)	$	83,570	$	(122,628)

	Estimated Fair Value at December 31, 2022
(In thousands)	Gross Amounts of Recognized Assets (Liabilities)		Gross Amounts Offset in the Balance Sheet		Net Amounts of Assets (Liabilities) Presented in the Balance Sheet
Offsetting of Derivative Assets:
Current Assets	$	77,802	$	(42,509)	$	35,293
Non-Current Assets	41,575		(29,028)		12,547
Total Derivative Assets	$	119,377	$	(71,537)	$	47,840
Offsetting of Derivative Liabilities:
Current Liabilities	$	(100,927)	$	42,509	$	(58,418)
Non-Current Liabilities	(254,933)		29,028		(225,905)
Total Derivative Liabilities	$	(355,860)	$	71,537	$	(284,324)

All of the Company’s outstanding derivative instruments are covered by International Swap Dealers Association Master Agreements (“ISDAs”) entered into with parties that are also lenders under the Company’s Revolving Credit Facility.  The Company’s obligations under the derivative instruments are secured pursuant to the Revolving Credit Facility, and no additional collateral had been posted by the Company as of December 31, 2023.  The ISDAs may provide that as a result of certain circumstances, such as cross-defaults, a counterparty may require all outstanding derivative instruments under an ISDA to be settled immediately.  See Note 11 for the aggregate fair value of all derivative instruments that were in a net liability position at December 31, 2023 and 2022.

NOTE 13     EARNINGS PER SHARE

The reconciliation of the numerators and denominators used to calculate basic EPS and diluted EPS for the years ended December 31, 2023, 2022 and 2021 are as follows:

F-40

	December 31,
(In thousands, except share and per share data)	2023		2022		2021
Net Income	$	922,969	$	773,237	$	6,361
Less: Cumulative Dividends on Preferred Stock	—		9,803		14,761
Less: Premium on Repurchase of Preferred Stock	—		35,731		—
Net Income (Loss) Attributable to Common Stock	$	922,969	$	727,703	$	(8,400)
Weighted Average Common Shares Outstanding:
Weighted Average Common Shares Outstanding – Basic	91,483,687		78,557,216		62,989,543
Plus: Dilutive Effect of Restricted Stock, Preferred Stock, Convertible Notes, and Common Stock Warrants	577,260		8,118,149		—
Weighted Average Common Shares Outstanding – Diluted	92,060,947		86,675,365		62,989,543
Net Income (Loss) per Common Share:
Basic	$	10.09	$	9.26	$	(0.13)
Diluted	$	10.03	$	8.92	$	(0.13)

For the year ended December 31, 2021, the Company’s potentially dilutive securities, which include restricted stock and convertible preferred shares, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same.

The following securities have been excluded from the calculation of diluted weighted average common shares outstanding as the inclusion of these securities would have an anti-dilutive effect:

	December 31,
	2023	2022	2021
Restricted Stock Awards	—	—	150,011
Convertible Notes	—	—	—
Series A Preferred Stock (if converted)	—	—	9,758,871
Warrants	—	—	468,325
Total	—	—	10,377,207

NOTE 14     SUBSEQUENT EVENTS

In January 2024, the Company completed its acquisition of certain oil and gas properties, interests and related assets in the Delaware Basin from a private seller, effective as of November 1, 2023. The total consideration paid to the seller at closing included 107,657 shares of common stock and $147.0 million in cash, a portion of which was funded by a $17.1 million deposit paid at signing in November 2023. The cash closing consideration remains subject to customary post-closing adjustments.

F-41

SUPPLEMENTAL OIL AND GAS INFORMATION

(UNAUDITED)

Oil and Natural Gas Exploration and Production Activities

Oil and natural gas sales reflect the market prices of net production sold or transferred with appropriate adjustments for royalties, net profits interest, and other contractual provisions.  Production expenses include lifting costs incurred to operate and maintain productive wells and related equipment including such costs as operating labor, repairs and maintenance, materials, supplies and fuel consumed.  Production taxes include production and severance taxes. Depletion of crude oil and natural gas properties relates to capitalized costs incurred in acquisition, exploration, and development activities.  Results of operations do not include interest expense and general corporate amounts.  The results of operations for the Company’s crude oil and natural gas production activities are provided in the Company’s related statements of income.

Costs Incurred and Capitalized Costs

The costs incurred in crude oil and natural gas acquisition, exploration and development activities are highlighted in the table below.

	December 31,
(In thousands)	2023		2022		2021
Costs Incurred for the Year:
Proved Property Acquisition and Other	$	1,288,437	$	1,036,412	$	434,519
Unproved Property Acquisition	3,414		$	51,097	$	19,358
Development	639,203		386,972		202,325
Total	$	1,931,054	$	1,474,482	$	656,202

Excluded costs for unproved properties are accumulated by year.  Costs are reflected in the full cost pool as the drilling costs are incurred or as costs are evaluated and deemed impaired.  The Company anticipates these excluded costs will be included in the depletion computation over the next five years.  The Company is unable to predict the future impact on depletion rates.  The following is a summary of capitalized costs excluded from depletion at December 31, 2023 by year incurred.

	December 31,
(In thousands)	2023		2022		2021		Prior Years
Property Acquisition	$	2,064	$	12,865	$	12,097	$	9,759
Development	—		—		—		—
Total	$	2,064	$	12,865	$	12,097	$	9,759

Oil and Natural Gas Reserves and Related Financial Data

Information with respect to the Company’s crude oil and natural gas producing activities is presented in the following tables.  Reserve quantities, as well as certain information regarding future production and discounted cash flows, were determined by the Company and audited by Cawley, Gillespie & Associates, Inc., our third-party independent reserve engineers.

F-42

Oil and Natural Gas Reserve Data

The following tables present the Company’s estimates of its proved crude oil and natural gas reserves.  The Company emphasizes that reserves are approximations and are expected to change as additional information becomes available.  Reservoir engineering is a subjective process of estimating underground accumulations of crude oil and natural gas that cannot be measured in an exact way, and the accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment.

(In thousands)	Natural Gas (MCF)	Oil (BBLS)	BOE
Proved Developed and Undeveloped Reserves at December 31, 2020	159,641	96,025	122,632
Revisions of Previous Estimates	89,115	19,914	34,766
Extensions, Discoveries and Other Additions	32,432	12,759	18,164
Purchases of Minerals in Place	700,610	14,985	131,753
Production	(44,074)	(12,288)	(19,634)
Proved Developed and Undeveloped Reserves at December 31, 2021	937,724	131,395	287,682
Revisions of Previous Estimates	(14,678)	(2,787)	(5,233)
Extensions, Discoveries and Other Additions	54,431	22,563	31,635
Purchases of Minerals in Place	99,760	27,660	44,286
Production	(68,829)	(16,090)	(27,562)
Proved Developed and Undeveloped Reserves at December 31, 2022	1,008,407	162,741	330,808
Revisions of Previous Estimates	(166,121)	(33,954)	(61,641)
Extensions, Discoveries and Other Additions	67,796	28,123	39,422
Purchases of Minerals in Place	190,376	35,446	67,176
Production	(84,342)	(22,013)	(36,070)
Proved Developed and Undeveloped Reserves at December 31, 2023	1,016,116	170,342	339,695
Proved Developed Reserves:
December 31, 2021	498,558	87,505	170,598
December 31, 2022	611,856	112,626	214,602
December 31, 2023	677,979	121,865	234,861
Proved Undeveloped Reserves:
December 31, 2021	439,165	43,890	117,084
December 31, 2022	396,551	50,115	116,207
December 31, 2023	338,138	48,477	104,833

Proved reserves are estimated quantities of crude oil and natural gas, which geological and engineering data indicate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions.  Proved developed reserves are proved reserves that can be expected to be recovered through existing wells with existing equipment and operating methods.  Proved undeveloped reserves are included for reserves for which there is a high degree of confidence in their recoverability and they are scheduled to be drilled within the next five years.

F-43

Notable changes in proved reserves for the year ended December 31, 2023 included the following:

•Extensions and discoveries. In 2023, total extensions and discoveries of 39.4 MMBoe were primarily attributable to successful drilling operations as well as the addition of proved undeveloped locations. Included in these extensions and discoveries were 14.8 MMBoe as a result of successful drilling operations and 24.6 MMBoe as a result of additional proved undeveloped locations.

•Purchases of minerals in place. In 2023, total purchases of minerals in place of 67.2 MMBoe were primarily attributable to acquisitions of oil and natural gas properties (see Note 3).

•Revisions to previous estimates. In 2023, revisions to previous estimates decreased proved developed and undeveloped reserves by a net amount of 61.6 MMBoe. Included in these revisions were 28.3 MMBoe of downward adjustments caused by lower crude oil and natural gas prices, a 2.7 MMBoe downward adjustment attributable to increased operating costs, a 3.9 MMBoe downward adjustment attributable to well performance when comparing the Company’s reserve estimates at December 31, 2023 to December 31, 2022 and 26.7 MMBoe of downward adjustments related to the removal of undeveloped drilling locations related to the 5-year rule and other adjustments.

Notable changes in proved reserves for the year ended December 31, 2022 included the following:

•Extensions and discoveries. In 2022, total extensions and discoveries of 31.6 MMBoe were primarily attributable to successful drilling operations as well as the addition of proved undeveloped locations. Included in these extensions and discoveries were 13.3 MMBoe as a result of successful drilling operations and 18.3 MMBoe as a result of additional proved undeveloped locations.

•Purchases of minerals in place. In 2022, total purchases of minerals in place of 44.3 MMBoe were primarily attributable to acquisitions of oil and natural gas properties (see Note 3).

•Revisions to previous estimates. In 2022, revisions to previous estimates decreased proved developed and undeveloped reserves by a net amount of 5.2 MMBoe. Included in these revisions were 10.2 MMBoe of upward adjustments caused by higher crude oil and natural gas prices, a 1.0 MMBoe downward adjustment attributable to increased operating costs and 14.4 MMBoe of downward adjustments related to the removal of undeveloped drilling locations related to the 5-year rule and other adjustments.

Notable changes in proved reserves for the year ended December 31, 2021 included the following:

•Extensions and discoveries. In 2021, total extensions and discoveries of 18.2 MMBoe were primarily attributable to successful drilling operations as well as the addition of proved undeveloped locations. Included in these extensions and discoveries were 4.9 MMBoe as a result of successful drilling operations and 13.3 MMBoe as a result of additional proved undeveloped locations.

•Purchases of minerals in place. In 2021, total purchases of minerals in place of 131.8 MMBoe were primarily attributable to acquisitions of oil and natural gas properties (see Note 3).

•Revisions to previous estimates. In 2021, revisions to previous estimates increased proved developed and undeveloped reserves by a net amount of 34.8 MMBoe. Included in these revisions were 50.2 MMBoe of upward adjustments caused by higher crude oil and natural gas prices, a 1.1 MMBoe downward adjustment attributable to well performance when comparing the Company’s reserve estimates at December 31, 2021 to December 31, 2020 and 14.2 MMBoe of downward adjustments related to the removal of undeveloped drilling locations related to the 5-year rule and other adjustments.

F-44

Standardized Measure of Discounted Future Net Cash Inflows and Changes Therein

The following table presents a standardized measure of discounted future net cash flows relating to proved crude oil and natural gas reserves, and the changes in standardized measure of discounted future net cash flows relating to proved crude oil and natural gas were prepared in accordance with the provisions of ASC 932 Extractive Activities - Oil and Gas. Future cash inflows were computed by applying average prices of crude oil and natural gas for the last 12 months to estimated future production. Future production and development costs were computed by estimating the expenditures to be incurred in developing and producing the proved crude oil and natural gas reserves at the end of the year, based on year-end costs and assuming continuation of existing economic conditions.  Future income tax expenses were calculated by applying appropriate year-end tax rates to future pretax cash flows relating to proved crude oil and natural gas reserves, less the tax basis of properties involved and tax credits and loss carry forwards relating to crude oil and natural gas producing activities.  Future net cash flows are discounted at the rate of 10% annually to derive the standardized measure of discounted future cash flows. Actual future cash inflows may vary considerably, and the standardized measure does not necessarily represent the fair value of the Company’s crude oil and natural gas reserves. All estimated future costs to settle the Company’s asset retirement obligations have been included in our calculation of the standardized measure for each period presented.

	December 31,
(In thousands)	2023		2022		2021
Future Cash Inflows	$	16,008,048	$	22,452,776	$	11,339,861
Future Production Costs	(6,627,373)		(6,820,784)		(4,213,186)
Future Development Costs	(1,358,405)		(1,145,225)		(932,480)
Future Income Tax Expense	(1,380,854)		(2,764,111)		(947,303)
Future Net Cash Inflows	$	6,641,417	$	11,722,656	$	5,246,892
10% Annual Discount for Estimated Timing of Cash Flows	(2,485,180)		(5,285,758)		(2,356,783)
Standardized Measure of Discounted Future Net Cash Flows	$	4,156,237	$	6,436,898	$	2,890,109

The twelve-month average prices were adjusted to reflect applicable transportation and quality differentials on a well-by-well basis to arrive at realized sales prices used to estimate the Company’s reserves.  The price of other liquids is included in natural gas.  The prices for the Company’s reserve estimates were as follows:

	Natural Gas MCF		Oil Bbl
December 31, 2023	$	3.10	$	75.51
December 31, 2022	$	7.43	$	91.95
December 31, 2021	$	3.37	$	62.25

The expected tax benefits to be realized from utilization of the net operating loss and tax credit carryforwards are used in the computation of future income tax cash flows.  As a result of available net operating loss carryforwards and the remaining tax basis of its assets at December 31, 2023, the Company’s future income taxes were significantly reduced.

F-45

Changes in the Standardized Measure of Discounted Future Net Cash Flows at 10% per annum follow:

	December 31,
(In thousands)	2023		2022		2021
Beginning of Period	$	6,436,898	$	2,890,109	$	712,011
Sales of Oil and Natural Gas Produced, Net of Production Costs	(1,390,656)		(1,566,927)		(727,317)
Extensions and Discoveries	683,258		888,067		258,399
Previously Estimated Development Cost Incurred During the Period	327,768		147,439		85,526
Net Change of Prices and Production Costs	(3,241,176)		3,424,794		1,366,197
Change in Future Development Costs	(237,627)		141,884		(103,806)
Revisions of Quantity and Timing Estimates	(1,061,840)		(134,880)		607,774
Accretion of Discount	790,216		334,109		71,254
Change in Income Taxes	617,405		(1,014,277)		(450,455)
Purchases of Minerals in Place	1,200,155		1,157,060		940,910
Other	31,835		169,521		129,615
End of Period	$	4,156,237	$	6,436,898	$	2,890,109

F-46

EX-4.1

Exhibit 4.1

DESCRIPTION OF SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

The summary of general terms and provisions of the capital stock of Northern Oil and Gas, Inc. (the “Company”) set forth below does not purport to be complete and is subject to and qualified by reference to the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”), as amended by the Certificate of Amendment to the Certificate of Incorporation, dated September 18, 2020, and the Amended and Restated Bylaws (the “Bylaws,” and together with the Certificate of Incorporation, the “Charter Documents”), each of which is included as an exhibit to the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission and incorporated by reference herein. For additional information, please read the Charter Documents and the applicable provisions of the Delaware General Corporation Law (the “DGCL”).

Authorized Capital Stock

The Company is authorized to issue up to 140,000,000 shares, of which (i) 135,000,000 have been designated common stock, par value $0.001 per share (“Common Stock”), and (ii) 5,000,000 have been designated preferred stock, par value $0.001 per share (“Preferred Stock”).

Common Stock

Voting Rights

The holders of shares of Common Stock have the exclusive power to vote on all matters presented to the Company’s stockholders unless Delaware law or the certificate of designation for an outstanding series of Preferred Stock gives the holders of that series of Preferred Stock the right to vote on certain matters. Each holder of shares of Common Stock is entitled to one vote per share.

Except with respect to the election of directors or as otherwise required by law, all questions submitted to a vote of our stockholders are decided by the affirmative vote of the holders of the greater of (a) a majority of the voting power of the shares present and entitled to vote on that item of business or (b) a majority of the voting power of the minimum number of shares entitled to vote that would constitute a quorum for the transaction of business at a duly held meeting of stockholders. Directors are elected by a plurality of the voting power of the shares present and entitled to vote on the election of directors at a meeting at which a quorum is present, and stockholders are not entitled to cumulate their votes for the election of directors.

Dividend Rights

Subject to any prior rights of any Preferred Stock then outstanding, the holders of shares of Common Stock are entitled to receive dividends ratably out of funds legally available, when and if declared by the Company’s board of directors.

Liquidation Rights

Upon any liquidation, dissolution or winding up of the Company, voluntary or involuntary, after the payment in full of all amounts to which the holders of shares of Preferred Stock shall be entitled and payment or provision for payment of the Company’s debts, the remaining assets of the Company to be distributed to the holders of the stock of the Company shall be distributed equally, on a per share basis, among the holders of the shares of Common Stock.

No Preemptive, Redemption or Convertible Rights

The holders of Common Stock shall have no preemptive rights to subscribe to any or all additional issues of Common Stock or any securities of the Company convertible into Common Stock. The Common Stock is not redeemable nor convertible.

Listing

The Common Stock is currently listed on the New York Stock Exchange under the symbol “NOG.”

Warrants

The Company has outstanding warrants to purchase Common Stock (“Warrants”) exercisable for, in the aggregate, 1,223,963 shares of Common Stock at an exercise price of $26.3324 per share, in whole or in part, at any time on any business day and from time to time until 5:00 p.m., Central Time, on January 27, 2029 (the “Expiration Date”). The number of shares of Common Stock issuable in respect of the Warrants, and the exercise price, are subject to adjustment as a result of certain anti-dilution provisions contained in the Warrants. Unexercised Warrants will expire as of 5:00 p.m., Central Time, on the Expiration Date. The Warrants are not registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Anti-Takeover Provisions

Advance Notice Requirements for Director Nominations and Stockholder Proposals

The Bylaws provide that stockholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of stockholders must provide timely notice of their proposal in writing to the Company’s corporate secretary. Any such stockholder must be a stockholder of record at the time such notice is delivered to the corporate secretary, at the time of the record date of the annual meeting and at the time of the annual meeting, and must be appear, or be represented by proxy, at the applicable annual meeting.

Generally, to be timely, a stockholder’s notice must be received at the Company’s principal executive offices not less than 90 days, nor earlier than 120 days, prior to the first anniversary of the previous year’s annual meeting; provided, however, that if the date of the annual meeting is advanced or delayed by more than 30 days before or 60 days after such anniversary date, such notice must be delivered to the corporate secretary not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which the public announcement of the date of such annual meeting is first made by the Company.

The Bylaws also specify detailed requirements as to the form and content of a stockholder’s notice (including disclosure with respect to such stockholder and the nominee or proposed business, as applicable) and, in the case of nominations of candidates for election as directors, require a completed D&O questionnaire and nominee agreement from each such nominee. Any stockholder seeking to nominate candidates for election as directors must further deliver to the Company certain certifications and representations, as well as reasonable evidence that such stockholder has complied with the requirements of Rule 14a-19 of the Exchange Act not later than eight business prior to the annual meeting. Such proposed nominee may be required by the Company to deliver to the Company certain representations and agreements. The Company may also, as a condition to any such nomination or business being deemed properly brought before an annual meeting of stockholders, require such stockholder or any proposed nominee to deliver to the corporate secretary, within five business days of any such request, such other information as may reasonably be requested by the Company, including (i) such other information as may be reasonably required by the Company’s board of directors, in its sole discretion, to determine (A) the eligibility of such proposed nominee to serve as a director of the Company, and (B) whether such proposed nominee qualifies as an “independent director” or “audit committee financial expert” under applicable law, securities exchange rule or regulation, or any publicly disclosed corporate governance guideline or committee charter of the Company and (ii) such other

information that the Company’s board of directors determines, in its sole discretion, could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee.

A stockholder’s notice must be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice is true and correct as of the record date for the annual meeting of stockholders and as of the date that is ten business days prior to the annual meeting of stockholders or any adjournment, recess, rescheduling or postponement thereof, and such update and supplement must be delivered to the corporate secretary not later than five business days after the record date for the annual meeting of stockholders in the case of the update and supplement required to be made as of the record date, and not later than eight business days prior to the date for the annual meeting of stockholders or any adjournment, recess, rescheduling or postponement thereof in the case of the update and supplement required to be made as of ten business days prior to the annual meeting of stockholders or any adjournment, recess, rescheduling or postponement thereof.

These provisions may impede stockholders’ ability to bring matters before an annual meeting of stockholders or make nominations for directors at an annual meeting of stockholders and may delay, deter or prevent tender offers or takeover attempts that stockholders may believe are in their best interests, including tender offers or attempts that might allow stockholders to receive premiums over the market price of their Common Stock.

Issuance of Preferred Stock

The Company’s board of directors can at any time, under the Certificate of Incorporation, and without stockholder approval, issue one or more new series of Preferred Stock. In some cases, the issuance of Preferred Stock without stockholder approval could discourage or make more difficult attempts to take control of the Company through a merger, tender offer, proxy contest or otherwise. Preferred Stock with special voting rights or other features issued to persons favoring the Company’s management could stop a takeover by preventing the person trying to take control of the Company from acquiring enough voting shares necessary to take control.

Special Meetings of Stockholders

The Bylaws provide that a special meeting of stockholders may be called only by a majority of the Company’s board of directors.

Anti-Takeover Provisions of the Delaware General Corporation Law

As a Delaware corporation, the Company is subject to Section 203 of the DGCL. This provision provides that a corporation that is listed on a national securities exchange or that has more than 2,000 stockholders is not permitted to engage in a business combination with any interested stockholder, generally a person who owns 15% or more of the outstanding shares of a corporation’s voting stock, for three years after the person became an interested stockholder, unless:

•Before the person became an interested stockholder, the board of directors approved either the transaction resulting in a person becoming an interested stockholder or the business combination;

•Upon consummating the transaction which resulted in the person becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding shares owned by persons who are both officers and directors of the corporation, and shares held by certain employee stock ownership plans); or

•On or after the date the person becomes an interested stockholder, the business combination is approved by the board of directors and at an annual or special meeting of stockholders by the affirmative vote of at least 66 2/3% of the corporation’s outstanding voting stock which is not owned by the interested stockholder.

Under Section 203, the restrictions described above also do not apply to specific business combinations proposed by an interested stockholder following the announcement or notification of designated extraordinary transactions

involving the corporation and a person who had not been an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of the corporation’s directors, if a majority of the directors who were directors prior to any person’s becoming an interested stockholder during the previous three years, or were recommended for election or elected to succeed those directors by a majority of those directors, approve or do not oppose that extraordinary transaction.

EX-4.6

Exhibit 4.6

Execution Version

NORTHERN OIL AND GAS, INC.

AMENDED AND RESTATED WARRANT TO PURCHASE COMMON SHARES

December 2, 2022

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD OR OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OR OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH WARRANTS AND THE SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANTS MAY ONLY BE TRANSFERRED IF THE ISSUER AND, IF APPLICABLE, THE TRANSFER AGENT FOR SUCH WARRANTS AND THE SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANTS HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.

Original Issue Date: January 27, 2022 (as amended on November 10, 2022) Warrant

Certificate No.: 6

FOR VALUE RECEIVED, Northern Oil and Gas, Inc., a Delaware corporation (the “Corporation”), hereby certifies that Riverview Group LLC, a Delaware limited liability company, or its registered assigns (the “Holder”) is entitled to purchase from the Corporation 1,138,864.6028 Common Shares (as defined below) at a purchase price per Common Share of $28.30 (the “Exercise Price”), in each case as adjusted from the Original Issue Date, all subject to the terms, conditions and adjustments set forth below in this Warrant. Certain capitalized terms used herein are defined in Article I hereof. The Corporation and the Holder are sometimes referred to herein collectively as the “Parties” or individually as a “Party.”

This Warrant replaces in part that certain Amended and Restated Warrant to Purchase Common Shares originally issued by the Corporation to Veritas Permian II, LLC, a Delaware limited liability company (the “Original Holder”), pursuant to the terms of that certain Purchase and Sale Agreement, dated as of November 16, 2021, between the Corporation, the Original Holder and the other sellers party thereto, and subsequently transferred to the Holder.

ARTICLE I

Definitions and References

Section 1.01. Definitions. As used herein, the following terms have the respective meanings:

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Aggregate Exercise Price” means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant is then being exercised pursuant to Section 2.02, multiplied by (b) the Exercise Price.

“Attribution Parties” has the meaning assigned to such term in Section 3.08.

“Beneficial Ownership Limitation” has the meaning assigned to such term in Section 3.08. “Board” means the board of directors of the Corporation.

“Business Day” means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the city of New York, New York are authorized or obligated by law or executive order to close.

“Common Shares” means the shares of common stock, par value $0.001 per share, of the Corporation.

“Corporation” has the meaning set forth in the preamble.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such Equity Interest.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations of the SEC promulgated thereunder.

“Exercise Agreement” has the meaning assigned to such term in Section 3.01(a). “Exercise Date” means, for any given exercise of this Warrant, the date on which the

conditions to such exercise as set forth in Section 3.01 shall have been satisfied at or prior to 5:00 p.m., Central Time, on a Business Day, including, without limitation, the receipt by the Corporation of the Exercise Agreement, the Warrant and the Aggregate Exercise Price.

“Exercise Price” means $28.30 per Common Share, subject to adjustment as set forth in this Warrant.

“Expiration Date” means January 27, 2029.

“Fair Market Value” means, as of any particular date: (a) the VWAP Price of the Common Shares for such day on all domestic securities exchanges on which the Common Shares may at the time be listed; (b) if there have been no sales of the Common Shares on any such exchange on any such day, the average of the highest bid and lowest asked prices for the Common Shares on all such exchanges at the end of such day; (c) if on any such day the Common Shares are not listed on a domestic securities exchange, the VWAP Price of the Common Shares as quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association for such day; or (d) if there have been no sales of the Common Shares on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association on such day, the average of the highest bid and lowest asked prices for Common Shares quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association at the end of the day; in each case, averaged over the 20 consecutive Business Days ending on the Business Day immediately prior to the day as of which “Fair Market Value” is being determined; provided that, if the Common Shares are listed on any domestic securities exchange, the term “Business Day” as used in this sentence means Business Days on which such exchange is open for trading. If at any time the Common Shares are not listed on any domestic securities exchange or quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association, the “Fair Market Value” of the Common Shares shall be the fair market value per Common Share as determined in good faith by the Board.

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“GAAP” means generally accepted accounting principles in the United States, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and in the statements and pronouncements of the Financial Accounting Standards Board, as in effect from time to time.

“Holder” has the meaning set forth in the preamble.

“NYSE” means the NYSE American.

“Original Holder” has the meaning set forth in the preamble.

“Original Issue Date” means January 27, 2022.

“OTC Bulletin Board” means the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer quotation system.

“Party” and “Parties” have the meanings set forth in the preamble.

“Person” means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated organization or government or department or agency thereof.

“Pink OTC Markets” means the OTC Markets Group Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB and OTC Pink.

“Preferred Stock” means the 6.500% Series A Perpetual Cumulative Convertible Preferred Stock, par value $0.001 per share, of the Corporation.

“Pro Rata Repurchase” means any purchase of Common Shares by the Corporation or any subsidiary thereof pursuant to (i) any tender offer or exchange offer subject to Section 13(e) or 14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (ii) any other offer available to substantially all holders of Common Shares, in the case of both (i) or (ii), whether for cash, Common Shares, other securities of the Corporation, evidences of indebtedness of the Corporation or any other Person or any other property (including, without limitation, Common Shares, other securities or evidences of indebtedness of a subsidiary), or any combination thereof, effected while this Warrant is outstanding. The “effective date” of a Pro Rata Repurchase shall mean the date of acceptance of Common Shares for purchase or exchange by the Corporation under any tender or exchange offer that is a Pro Rata Repurchase or the date of purchase with respect to any Pro Rata Repurchase that is not a tender or exchange offer.

“SEC” means the U.S. Securities and Exchange Commission. “Securities Act” means the Securities Act of 1933, as amended.

“VWAP Price” as of a particular date means the volume-weighted average trading price, as adjusted for splits, combinations and other similar transactions, of a Common Share.

“Warrant” means this warrant and all warrants issued upon division or combination of, or in substitution for, this warrant.

“Warrant Register” has the meaning assigned to such term in Section 5.06.

“Warrant Shares” means the Common Shares purchasable upon exercise of this Warrant in accordance with the terms of this Warrant (without taking into account any limitations or restrictions on the exercisability of this Warrant, other than with respect to Section 2.02, Section 2.03 or Section 3.01 of this Warrant).

Section 1.02. Rules of Construction. Unless the context otherwise requires or except as otherwise expressly provided:

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(i)    an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(ii)    “herein,” “hereof” and other words of similar import refer to this Warrant as a whole and not to any particular Section, Article or other subdivision;

(iii)    all references to Sections or Articles or Exhibits refer to Sections or Articles or Exhibits of or to this Warrant unless otherwise indicated; and

(iv)    references to agreements or instruments, or to statutes or regulations, are to such agreements or instruments, or statutes or regulations, as amended from time to time (or to successor statutes and regulations).

ARTICLE II

EXERCISE OF WARRANT

Section 2.01. Issuance of Warrant. Subject to the terms and conditions hereof, this Warrant shall represent the right to purchase from the Corporation 1,138,864.6028 Warrant Shares (subject to adjustment as provided herein) in whole or in part.

Section 2.02. Exercise of Warrant. Subject to the terms and conditions hereof, including Section 5.05, at any time on any Business Day and from time to time during the period beginning on the date that is 90 days following the Original Issue Date and ending at 5:00 p.m., Central Time, on the Expiration Date, the Holder may exercise this Warrant in whole or in part for any number of the Warrant Shares purchasable hereunder in respect thereof (subject to adjustment as provided herein) as provided in Section 3.01.

Section 2.03. Expiration of Warrant. This Warrant shall terminate and become void as of 5:00 p.m., Central Time, on the Expiration Date.

ARTICLE III

EXERCISE PROCEDURE

Section 3.01. Conditions to Exercise. The Holder may exercise this Warrant only upon:

(a)    surrender of this Warrant to the Corporation at its then principal executive offices, together with an Exercise Agreement in the form attached hereto as Exhibit A (each, an “Exercise Agreement”), duly completed (including specifying the number of Warrant Shares to which the Holder is entitled to purchase hereunder and the number of Warrant Shares to be purchased) and executed;

(b)    payment to the Corporation of the Aggregate Exercise Price in accordance with Section 3.02; and

(c)    to the extent any withholding tax on the exercise of a Warrant is required, the Holder shall nonetheless be entitled to exercise the Warrant; provided that the Holder shall make a cash payment to the Corporation in an amount sufficient to satisfy any such applicable withholding tax.

Section 3.02. Payment of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option of the Holder, by (a) delivery to the Corporation of a certified or official bank check payable to the order of the Corporation or by wire transfer of immediately available funds to an account designated in writing by the Corporation, in the amount of such Aggregate Exercise Price, (b) instructing the Corporation to withhold a number of Warrant Shares then issuable upon exercise of this Warrant with an aggregate Fair Market Value as of the Exercise Date equal to such Aggregate Exercise Price or (c) any combination of the foregoing.

Section 3.03. Delivery of Certificates. To the extent any Common Shares of the Corporation are at the time of exercise represented in certificated form, then, at the election of the Holder as set forth in the Exercise Agreement, the Corporation shall, as promptly as practicable on or after the Exercise Date, and in any event within

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three Business Days thereafter, execute (or cause to be executed) and deliver (or cause to be delivered) to the Holder a certificate or certificates representing the Warrant Shares issuable upon such exercise, together with cash in lieu of any fraction of a Common Share, as provided in Section 3.04 hereof. Such certificate(s) shall be delivered to the address specified by the Holder in the applicable Exercise Agreement. The certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as the Holder shall reasonably request in the Exercise Agreement and shall be registered in the name of the Holder or, subject to compliance with Section 3.06(f) and Section 5.05, such other Person’s name as shall be designated in the Exercise Agreement. Upon the exercise of this Warrant by the Holder, this Warrant shall be deemed to have been exercised by the Holder and such certificate or certificates for Warrant Shares shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein in compliance with Section 3.06(f) and Section 5.05 shall be deemed to have become the holder of record of such Warrant Shares for all purposes, immediately prior to 5:00 p.m., Central Time, on the Exercise Date.

Section 3.04. Fractional Shares. The Corporation shall not be required to issue a fractional Warrant Share upon exercise of any Warrant. As to any fraction of a Warrant Share that the Holder would otherwise be entitled to purchase upon such exercise, the Corporation shall pay to the Holder an amount in cash (by delivery of a certified or official bank check or by wire transfer of immediately available funds) equal to the product of (i) such fraction of a Warrant Share multiplied by (ii) the Fair Market Value of one Warrant Share on the Exercise Date. In the event of any withholding of Warrant Shares where the number of Warrant Shares whose value is equal to the Aggregate Exercise Price is not a whole number, the number of Warrant Shares withheld by or surrendered to the Corporation shall be rounded up to the nearest whole share and the Corporation shall make a cash payment to the Holder (by delivery of a certified or official bank check or by wire transfer of immediately available funds in U.S. dollars) based on the fraction of a share being so withheld by or surrendered to the Corporation in an amount equal to the product of (x) such fraction of a share being so withheld or surrendered multiplied by (y) the Fair Market Value per Warrant Share as of the Exercise Date.

Section 3.05. Delivery of New Warrant. Unless the purchase rights represented by this Warrant shall have been fully exercised, the Corporation shall, at the time of delivery of the Warrant Shares being issued in accordance with this Article III, provide by notation in the Warrant Register the number, if any, of Warrant Shares that remain subject to purchase by the Holder upon exercise.

Section 3.06. Valid Issuance of Warrant and Warrant Shares; Payment of Taxes. With respect to each exercise of this Warrant, the Corporation hereby represents, covenants and agrees:

(a)    This Warrant is, and any warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued.

(b)    Each Warrant Share issuable upon the exercise of this Warrant pursuant to the terms hereof shall be, upon issuance, and the Corporation shall take all such actions as may be necessary or appropriate in order that each Warrant Share is, validly issued, fully paid and non- assessable, issued without violation of any preemptive or similar rights of any stockholder of the Corporation and free and clear of all taxes, liens and charges.

(c)    The Corporation shall take all such actions as may be necessary to ensure that all such Warrant Shares are issued without violation by the Corporation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which Common Shares or other securities constituting Warrant Shares may be listed at the time of such exercise (except for official notice of issuance which shall be immediately delivered by the Corporation upon each such issuance).

(d)    The Corporation shall use commercially reasonable efforts to cause the Warrant Shares, immediately upon such exercise, to be listed on the NYSE or any domestic securities exchange upon which Common Shares or other securities constituting Warrant Shares are listed at the time of such exercise.

(e)    The Corporation has taken such action as is necessary to reserve for issuance such number of Common Shares as are subject to issuance upon the exercise in whole of the Warrant.

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(f)    The Corporation shall pay all expenses in connection with, and all taxes (other than income taxes) and other governmental charges that may be imposed with respect to, the issuance or delivery of Warrant Shares upon exercise of this Warrant; provided that the Corporation shall not be required to pay any tax or governmental charge that may be imposed with respect to any applicable withholding or the issuance or delivery of the Warrant Shares to any Person other than the Holder, and no such issuance or delivery shall be made unless and until the Person requesting such issuance has paid to the Corporation the amount of any such tax, or has established to the satisfaction of the Corporation that such tax has been paid.

Section 3.07. Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant by the Holder is to be made in connection with a sale of the Corporation (pursuant to a merger, sale of Common Shares, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.

Section 3.08. Holder’s Exercise Limitations. The Corporation shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2.02 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Exercise Agreement, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and

(ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.

Except as set forth in the preceding sentence, for purposes of this Section 3.08, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Corporation is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.08 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of an Exercise Agreement shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.08, in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding Common Shares as reflected in (A) the Corporation’s most recent periodic or annual report filed with the SEC, as the case may be, (B) a more recent public announcement by the Corporation or (C) a more recent written notice by the Corporation or the Corporation’s transfer agent setting forth the number of Common Shares outstanding. Upon the written or oral request of a Holder, the Corporation shall within one (1) Business Day confirm orally and in writing to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.08. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in

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strict conformity with the terms of this Section 3.08 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

ARTICLE IV

ADJUSTMENT TO NUMBER OF WARRANT SHARES

Section 4.01. Adjustment to Number of Warrant Shares. In order to prevent dilution of the purchase rights granted under this Warrant, the number of Warrant Shares issuable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as provided in this Article IV (in each case, after taking into consideration any prior adjustments pursuant to this Article IV). If, at any time as a result of the provisions of this Article IV, the Holder shall become entitled upon subsequent exercise to receive any shares of Equity Interests of the Corporation other than Common Shares, the number of such other Equity Interests so receivable upon exercise of this Warrant shall thereafter be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions contained herein.

Section 4.02. Adjustment to Number of Warrant Shares Upon Dividend, Subdivision, Combination or Reclassification of Common Shares.

(a)    If the Corporation shall, at any time or from time to time after the Original Issue Date and prior to the exercise in whole, or expiration of, the Warrant, (i) pay a dividend or make any other distribution upon the Common Shares of the Corporation payable in Common Shares, or (ii) subdivide (by any forward stock split, recapitalization or otherwise) its outstanding Common Shares into a greater number of Common Shares, then the number of Warrant Shares issuable upon the exercise of this Warrant (without regard to any limitation in Section 3.08 on the exercise of this Warrant) immediately prior to any such dividend, distribution or subdivision shall be proportionately increased. If the Corporation shall, at any time or from time to time after the Original Issue Date and prior to the exercise in whole, or expiration of, the Warrant, combine (by combination, reverse stock split or otherwise) its outstanding Common Shares into a smaller number of Common Shares, then the number of Warrant Shares issuable upon the exercise of this Warrant (without regard to any limitation in Section 3.08 on the exercise of this Warrant) immediately prior to such combination shall be proportionately decreased. Any adjustment under this Section 4.02 shall become effective at the close of business on the date the dividend, distribution, subdivision or combination becomes effective.

(b)    If the Corporation shall, at any time or from time to time after the Original Issue Date and prior to the exercise in whole, or expiration, of the Warrant, issue by reclassification of its Common Shares any shares of its capital stock, then, (i) if the outstanding Common Shares shall be changed into a larger or smaller number of Common Shares as part of such reclassification, such change shall be deemed to be a subdivision or combination, as the case may be, of the outstanding Common Shares for the purposes and within the meaning of Section 4.02(a) and (ii) if such reclassification entitles the holders of Common Shares to receive capital stock of the Corporation in respect of or in exchange for such holders’ Common Shares, then, immediately after such reclassification, this Warrant shall thereafter be exercisable for the aggregate number and kind of shares of Equity Interests of the Corporation that the Holder would have been entitled to receive as a result of such reclassification had this Warrant been exercised (without regard to any limitation in Section 3.08 on the exercise of this Warrant) immediately before the record date for such reclassification.

Section 4.03. Adjustment for Rights Issue.

(a)    If the Corporation, prior to the exercise in whole, or expiration, of this Warrant, distributes any rights, options or warrants to all holders of its Common Shares entitling them for a period expiring within 45 days after the record date specified below to purchase Common Shares or securities convertible into, or exercisable or exchangeable for, Common Shares, at a price per share less than the Fair Market Value per share on that record date, then the number of Warrant Shares issuable upon the exercise of this Warrant shall be adjusted in accordance with the formula:

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where:

W’ = the adjusted number of Warrant Shares issuable upon exercise of the Warrant;

W = the number of Warrant Shares then issuable upon exercise of the Warrant;

O = the number of Common Shares outstanding on the applicable record date;

N = the number of additional Common Shares issuable pursuant to such rights, options or warrants;

P = the price per share of the additional Common Shares issuable pursuant to such rights, options or warrants; and

M = the Fair Market Value per Common Share on the applicable record date.

(b)    The adjustment pursuant to this Section 4.03 shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of Warrant Shares subject to issuance under the Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued.

Section 4.04. Adjustment for Other Distributions.

(a)    If the Corporation, prior to the exercise in whole or expiration of this Warrant, pays a cash distribution to all holders of its Common Shares or distributes to all holders of its Common Shares any shares of its capital stock, evidences of its indebtedness, or any of its assets or any rights, warrants or other securities of the Corporation (other than distributions to which Section 4.02 or Section 4.03 apply), then the number of Warrant Shares issuable upon the exercise of this Warrant shall be adjusted in accordance with the formula:

where:

W’ = the adjusted number of Warrant Shares issuable upon exercise of the Warrant;

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W = the number of Warrant Shares then issuable upon exercise of the Warrant;

M = the Fair Market Value per Common Share on the applicable record date; and

F = the amount of cash or fair market value on the record date specified below of the evidences of its indebtedness, assets, rights, warrants or other securities to be distributed in respect of one Common Share as determined in good faith by the Board.

(b)    The adjustment pursuant to this Section 4.04 shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of holders entitled to receive the distribution.

(c)    This Section 4.04 does not apply to rights, options or warrants referred to in Section 4.03 hereof.

Section 4.05. Certain Repurchases of Common Shares.

(a)    If the Corporation, prior to the exercise in whole or expiration of this Warrant, effects a Pro Rata Repurchase of Common Shares, then the number of Warrant Shares issuable upon the exercise of this Warrant shall be adjusted in accordance with the formula:

where:

W’ = the adjusted number of Warrant Shares issuable upon exercise of the Warrant;

W = the number of Warrant Shares then issuable upon exercise of the Warrant;

O = the number of Common Shares outstanding immediately before such Pro Rata Repurchase;

N = the number of Common Shares repurchased in connection with such Pro Rata Repurchase;

M = the Fair Market Value per Common Share on the date of the first public announcement by the Corporation or any of its Affiliates of the intent to effect such Pro Rata Repurchase; and

F = the amount of cash or fair market value on the effective date of the Pro Rata Repurchase of the securities of the Corporation, evidences of indebtedness of the Corporation or any other Person or any other property distributed in connection with the Pro Rata Repurchase as determined in good faith by the Board.

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(b)    The adjustment pursuant to this Section 4.05 shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of holders entitled to receive the distribution.

Section 4.06. Dissolution, Liquidation or Winding Up. If, on or prior to the Expiration Date, the Corporation (or any other Person controlling the Corporation) shall propose a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, the Holder of this Warrant shall receive the kind and number of other securities or assets which the Holder would have been entitled to receive if the Holder had exercised this Warrant in full and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant, including any limitation in Section 3.08) immediately prior to the time of such dissolution, liquidation or winding up and the right to exercise this Warrant shall terminate on the date on which the holders of record of Common Shares shall be entitled to exchange their Common Shares for securities or assets deliverable upon such dissolution, liquidation or winding up.

Section 4.07. When De Minimis Adjustment May Be Deferred. No adjustment in the number of Warrant Shares subject to a Warrant need be made unless the adjustment would require an increase or decrease of at least 1% of the then applicable number of Warrant Shares subject to a Warrant. Any adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article IV shall be made to the nearest 1/10,000th of a whole Common Share, it being understood that no such rounding shall be made under Section 4.13 (and, in calculations made pursuant to such paragraph, the adjusted number of Warrant Shares subject to a Warrant shall refer to such adjusted number before rounding).

Section 4.08. When No Adjustment Required. No adjustment need be made for a transaction referred to in Sections 4.02 through 4.05, if the Holder is to participate (without being required to exercise the Warrants) in the transaction on a basis and with notice that the Board and the Holder determine to be fair and appropriate in light of the basis and notice on which holders of Common Shares participate in the transaction. No adjustment need be made for (i) rights to purchase Common Shares pursuant to a Corporation plan for reinvestment of dividends or interest,

(ii) the issuance or exercise of any Equity Interests or equity-based awards in accordance with any management or other employee incentive plan of the Corporation or (iii) the conversion, exchange or modification of any shares of Preferred Stock. To the extent the Warrants become convertible into cash, no adjustment need be made thereafter as to the cash, and interest will not accrue on the cash.

Section 4.09. Notice of Adjustment. Whenever the number of Warrant Shares subject to the Warrant is adjusted, the Corporation shall provide the notices required by Section 5.01.

Section 4.10. Reorganization of Corporation. If, prior to the exercise in whole, or expiration, of this Warrant, the Corporation consolidates or merges with or into, or transfers all or substantially all its assets to, any Person, upon consummation of such transaction, the Warrants shall automatically become exercisable for the kind and amount of securities, cash or other assets which the Holder of this Warrant would have owned immediately after the consolidation, merger or transfer if the Holder had exercised this Warrant immediately (without regard to any limitation in Section 3.08 on the exercise of this Warrant) before the effective date of the transaction, assuming that the Holder failed to exercise its rights of election, if any, as to the kind of amount of securities, cash or other assets receivable upon such a transaction. Concurrently with the consummation of such transaction, the Person formed by or surviving any such consolidation or merger if other than the Corporation, or the Person to which such transfer shall have been made, shall enter into a supplemental Warrant so providing and further providing for adjustments that shall be as nearly equivalent as may be practical to the adjustments provided for in this Article IV. The successor to the Corporation shall mail to the Holder a notice describing the supplemental Warrant. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant is an Affiliate of the formed, surviving or transferee Person, that issuer shall join in the supplemental Warrant. If this Section 4.10 applies to a transaction, Sections 4.02 through 4.05 shall not apply.

Section 4.11. Company Determination Final. Any determination that the Corporation or the Board must make pursuant to Sections 4.02 through 4.10 hereof is conclusive in the absence of manifest error or bad faith.

Section 4.12. When Issuance or Payment May Be Deferred. In any case in which this Article IV shall require that an adjustment in number of Warrant Shares subject to a Warrant be made effective as of a record date for a specified event, the Corporation may elect to defer until the occurrence of such event issuing to the Holder of any Warrant exercised after such record date the Warrant Shares and other Equity Interests of the Corporation, if any, issuable upon such exercise over and above the Warrant Shares and other Equity Interests of the Corporation, if any, issuable upon such exercise on the basis of the then applicable number of Warrant Shares subject to a Warrant; provided that the Corporation shall deliver to the Holder a due bill or other appropriate instrument evidencing the Holder’s right to receive such additional Warrant Shares, other capital stock and cash upon the occurrence of the event requiring such adjustment.

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Section 4.13. Exercise Price in the Event of an Adjustment in Number of Warrant Shares. Upon any adjustment of the number of Warrant Shares subject to the Warrant pursuant to this Article IV, the Exercise Price per Warrant Share subject to issuance upon exercise of the Warrant shall be adjusted concurrently thereto to equal the product of (a) $28.30 (or if the Exercise Price has been previously adjusted, then such as adjusted Exercise Price) times (b) a fraction, of which the numerator is the total number of Warrant Shares subject to issuance upon the exercise of the Warrant before giving effect to the adjustment, and the denominator is the total number of Warrant Shares subject to issuance upon the exercise of the Warrants as so adjusted.

ARTICLE V

NOTICES TO WARRANT HOLDERS

Section 5.01. Notice of Adjustment. (a) Upon any adjustment of the number of Warrant Shares subject to a Warrant and the Exercise Price pursuant to Article IV hereof, the Corporation shall promptly thereafter cause to be given to the Holder written notice of such adjustments by email or by first-class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 5.01.

(b)    In case:

(i)    the Corporation shall authorize the issuance to all holders of Common Shares of rights, options or warrants to subscribe for or purchase shares of Common Shares or of any other subscription rights or warrants;

(ii)    the Corporation shall authorize the distribution to all holders of Common Shares evidences of its indebtedness or assets;

(iii)    the Corporation shall authorize any Pro Rata Repurchase;

(iv)    of any consolidation or merger to which the Corporation is a party, or of the transfer of all or substantially all assets of the Corporation, or of any reclassification or change of Common Shares issuable upon exercise of the Warrants, or any tender offer or exchange offer for shares of Common Shares by the Corporation;

(v)    of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation; or

(vi)    the Corporation proposes to take any action which would require an adjustment of the number of Warrant Shares subject to a Warrant pursuant to Article IV hereof;

then the Corporation shall cause to be given to the Holder, at least 10 days prior to any applicable record date, or promptly in the case of events for which there is no record date, by first- class mail, postage prepaid, a written notice stating (x) the date as of which the holders of record of Common Shares shall be entitled to receive any such rights, options, warrants or distribution are to be determined, (y) the initial expiration date set forth in any tender offer or exchange offer for Common Shares, or (z) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of Common Shares shall be entitled to exchange such shares for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. The failure to give the notice required by this Section 5.01 or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action.

Section 5.02. Transfer of Warrant. Subject to Section 5.05, this Warrant and all rights hereunder are transferable, in whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant to the Corporation at its then principal executive offices with a properly completed and duly executed Assignment in the form attached hereto as Exhibit B. Notwithstanding the foregoing, any such transferring Holder shall be liable for

11

any and all taxes and fees incurred by the Corporation as a result of such transfer and the Holder shall pay the Corporation, in cash or by wire transfer of immediately available funds any amounts necessary to pay any such taxes and fees incurred by the Corporation in connection with the making of such transfer. Upon such compliance, surrender and delivery and, if required, such payment, the Corporation shall execute and deliver a new warrant or warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and shall issue to the assignor a new warrant evidencing the portion of this Warrant, if any, not so assigned and this Warrant shall promptly be cancelled.

Section 5.03. Holder Not Deemed a Stockholder; Limitations on Liability. Except as described in the certificate of incorporation or bylaws of the Corporation, or otherwise specifically provided herein, prior to the issuance to the Holder of any Warrant Shares upon the due exercise by the Holder of this Warrant, the Holder shall not be entitled to vote or receive dividends or be deemed the holder of Common Shares for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Corporation or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of capital stock, reclassification of capital stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Corporation, whether such liabilities are asserted by the Corporation or by creditors of the Corporation. Notwithstanding this Section 5.03, the Corporation shall provide the Holder with copies of the same notices and other information given to holders of Common Shares generally, contemporaneously with the giving thereof to such holders.

Section 5.04. Replacement on Loss; Division and Combination.

(a)    Replacement of Warrant on Loss. Upon receipt of evidence reasonably satisfactory to the Corporation of the loss, theft, destruction or mutilation of this Warrant and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written indemnification agreement with an affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender of such Warrant for cancellation to the Corporation, the Corporation at its own expense shall execute and deliver to the Holder, in lieu hereof, a new warrant of like tenor and exercisable for an equivalent number of Warrant Shares as this Warrant so lost, stolen, mutilated or destroyed; provided that, in the case of mutilation, no indemnity shall be required if this Warrant in identifiable form is surrendered to the Corporation for cancellation.

(b)    Division and Combination of Warrant. Subject to compliance with the applicable provisions of this Warrant as to any transfer or other assignment which may be involved in such division or combination, this Warrant may be divided or, following any such division of this Warrant, subsequently combined with other Warrants, upon the surrender of this Warrant and other warrants to the Corporation at its then principal executive offices, together with a written notice specifying the names and denominations in which new warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with the applicable provisions of this Warrant as to any transfer or assignment which may be involved in such division or combination, the Corporation shall at its own expense execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants so surrendered in accordance with such notice. Such new Warrant or Warrants shall be of like tenor to the surrendered Warrant or Warrants and shall be exercisable in the aggregate for an equivalent number of Warrant Shares as the Warrant or Warrants so surrendered in accordance with such notice.

Section 5.05. Agreement to Comply with the Securities Act; Legend. Notwithstanding anything to the contrary in this Warrant, the Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 5.05 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that (i) the Holder shall not offer, sell, assign, transfer, pledge or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act and (ii) the Holder shall not exercise this Warrant, and the Corporation shall not be required to issue any Warrant Shares upon any exercise of this Warrant, unless the issuance of Warrant Shares upon such exercise is pursuant to a valid exemption from the registration requirements of the Securities Act and the Holder has provided (1) a representation that the Holder (a) is an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act, (b) has such knowledge, skills and experience in business, financial and

12

investment matters that it is capable of evaluating the merits and risks of an investment in the Warrant Shares, (c)    is not acquiring the Warrant Shares as a nominee or agent or otherwise for any other person and was not formed for the purpose of acquiring the Warrant Shares, (d) understands and accepts that the acquisition of the Warrant Shares involves risks and uncertainties and is able to bear any loss associated with an investment in the Warrant Shares, and (e) has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Warrant Shares; or (2) such other evidence of the availability of such exemption reasonably satisfactory to the Corporation. The Holder will cause any proposed purchaser, assignee, transferee or pledgee of this Warrant or any Warrant Shares to agree to take and hold such securities subject to the provisions of this Section 5.05. All Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OR OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH SECURITIES MAY ONLY BE TRANSFERRED IF THE ISSUER AND, IF APPLICABLE, THE TRANSFER AGENT FOR SUCH SECURITIES HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.”

Section 5.06. Warrant Register. The Corporation shall keep and properly maintain at its principal executive offices books for the registration of this Warrant and any transfers thereof (the “Warrant Register”). The Corporation may deem and treat the Person in whose name this Warrant is registered on the Warrant Register as the holder thereof for all purposes, and the Corporation shall not be affected by any notice to the contrary, except any assignment, division, combination or other transfer of this Warrant effected in accordance with the provisions of this Warrant.

Section 5.07. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 5.07).

If to the Corporation: Northern Oil and Gas, Inc.

4350 Baker Road, Suite 400

Minnetonka, Minnesota 55343 Attn:    General Counsel

Email:    eromslo@northernoil.com with a copy to (which shall not constitute notice):

Kirkland & Ellis LLP 609 Main Street

Houston, Texas 77002 Attn:    Matthew R. Pacey

Bryan Flannery

Email:    matt.pacey@kirkland.com bryan.flannery@kirkland.com

If to the Holder:    Riverview Group LLC

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c/o Millennium Management LLC 399 Park Ave

New York, NY 10022

Attention: Treasurer with a copy to General Counsel Email: generalcounsel@mlp.com

Section 5.08. Cumulative Remedies. The rights and remedies provided in this Warrant are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other rights or remedies available at law, in equity or otherwise.

Section 5.09. Equitable Relief. Each of the Corporation and the Holder acknowledges that a breach or threatened breach by such Party of any of its obligations under this Warrant would give rise to irreparable harm to the other Party hereto for which monetary damages would not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by such Party of any such obligations, the other Party hereto shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction.

Section 5.10. Entire Agreement. This Warrant and the other agreements and documents expressly referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. This Warrant and the other agreements and documents expressly referred to herein or therein supersede all prior agreements and understandings between the parties with respect to such subject matter.

Section 5.11. Successor and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the benefit of the parties hereto and the successors of the Corporation and the successors and permitted assigns of the Holder. Such successors and/or permitted assigns of a Holder shall be deemed to be the Holder for all purposes hereunder.

Section 5.12. No Third-Party Beneficiaries. This Warrant is for the sole benefit of the Corporation and the Holder and their respective successors and, in the case of the Holder, permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.

Section 5.13. Headings. The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.

Section 5.14. Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. No waiver by the Corporation or the Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 5.15. Severability. If any term or provision of this Warrant is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Warrant or invalidate or render unenforceable such term or provision in any other jurisdiction.

Section 5.16. Governing Law. THIS WARRANT AND THE LEGAL RELATIONS BETWEEN THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE

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STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

Section 5.17. Submission to Jurisdiction. THE PARTIES HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR STATE COURT LOCATED IN THE STATE OF DELAWARE IN ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY CERTIFIED OR REGISTERED MAIL TO SUCH PARTY’S ADDRESS FOR RECEIPT OF NOTICES PURSUANT TO SECTION 5.07 SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Section 5.18. Waiver of Jury Trial. EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Section 5.19. Counterparts. This Warrant may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Warrant delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Warrant.

Section 5.20. No Strict Construction. This Warrant shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.

[Signature pages follow.]

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IN WITNESS WHEREOF, the Corporation has duly executed this Warrant on December 2, 2022.

NORTHERN OIL AND GAS, INC.
By:	/s/ Erik Romslo
Name:	Erik Romslo
Title:	Chief Legal Officer and Secretary

Signature Page

To

Warrant

Accepted and agreed by,
RIVERVIEW GROUP, LLC
By: Integrated Holding Group LP, its Managing Member
By: Millennium Management LLC, its General Partner
By:	/s/ Mark Meskin
	Name: Mark Mesking
	Title: Chief Trading Officer

Signature Page

To

Warrant

EXHIBIT A

NORTHERN OIL AND GAS, INC. WARRANT EXERCISE AGREEMENT

As of the date hereof, the undersigned Holder has the right under the Amended and Restated Warrant to Purchase Common Shares, dated as of December 2, 2022 by and between Northern Oil and Gas, Inc. and Riverview Group LLC (the “Warrant”) to purchase Warrant Shares (as defined in the Warrant). Upon payment of the applicable Aggregate Exercise Price (as defined in the Warrant) and surrender of the Warrant included herewith, the undersigned Holder hereby irrevocably, except as set forth in Section 3.07 of the Warrant, elects to exercise its right represented by the Warrant to purchase Warrant Shares, and requests that the Warrant Shares be issued in the following name:

Name: _________________________________________________________________________

Address ________________________________________________________________________

Federal Tax Identification or Social Security No. _______________________________________

and delivered by    (certified mail to the above address) or

    (other     ) (specify);

Aggregate Exercise Price, if applicable

Paid by (check one):     Certified or official bank check

     Wire transfer

     Withholding of Warrant Shares

and, if the number of Warrant Shares shall not be all the Warrant Shares purchasable by the undersigned Holder upon exercise of the Warrant, that the Corporation make appropriate notation in the Warrant Register (as defined in the Warrant) to reflect the Warrant Shares that remain subject to purchase upon exercise of the Warrant after giving effect to this Warrant Exercise Agreement.

Yes / No (Please Circle): The undersigned Holder requests that certificates be issued for the Warrant Shares.

If the undersigned Holder would like more than one certificate, please indicate the number of certificates and the number of shares to be represented by each certificate:

Number of Certificates: ___________________________________________________________________

Number of Warrant Shares to be represented by each certificate:

	Certificate 1	Certificate 2	Certificate 3	Certificate 4
Number of Warrant Shares

A-1

Dated:              ,        

Note: The signature must correspond with the name of the Holder as set forth on the signature page of the Warrant Agreement in every particular, without alteration or enlargement or any change whatever, unless this Warrant has been assigned.

Signature:
	Name (please print)
	Address
	Federal Tax Identification or Social Security No.
	Assignee:

A-2

EXHIBIT B

NORTHERN OIL AND GAS, INC. ASSIGNMENT

For value received hereby sells, assigns and transfers unto its rights under the Amended and Restated Warrant to Purchase Common Shares, dated as of December 2, 2022, by and between Northern Oil and Gas, Inc. and Riverview Group LLC (the “Warrant”) to purchase Warrant Shares (as defined in the Warrant) on the terms and subject to the conditions set forth therein1, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint attorney, to transfer said rights to purchase Warrant Shares under the Warrant on the books of the within- named Corporation, with full power of substitution in the premises.

The contact information of the assignee is as follows:

[●] [Address]

[City, State, Zip] Attention: [●] Facsimile: [●] Email: [●]

with a copy to (which shall not constitute notice):

[●] [Address]

[City, State, Zip] Attention: [●] Facsimile: [●] Email: [●]

Date:

Signature:

Note: The above signature must correspond with the name as written upon the face of the enclosed Warrant in every particular, without alteration or enlargement or any change whatever.

1    For partial assignment, indicate portion assigned.

B-1

EX-10.17

Exhibit 10.17

NORTHERN OIL AND GAS, INC.

AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE

(RELATIVE TSR)

Pursuant to the terms and conditions of the Northern Oil and Gas, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Plan”), Northern Oil and Gas, Inc. (the “Company”) hereby grants to the individual listed below (“you” or the “Participant”) the following performance-based restricted stock unit award (this “Award”) set forth below in this Performance-Based Restricted Stock Unit Award Grant Notice (this “Grant Notice”) in order to increase your equity investment in the Company to further align your interests as a senior leader of the Company with the economic interests of the Company’s shareholders. This Award is subject to the terms and conditions set forth herein, in the Performance-Based Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”) and in the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

Participant:	_____________________
Date of Grant:	(the “Date of Grant”).
Award Type and Description:	Stock Unit Award pursuant to Section 10 of the Plan. With respect to the Performance Period as defined below, your right to receive the number of Shares calculated in accordance with Section 1(b) of the Agreement shall vest and become earned and nonforfeitable upon (i) your satisfaction of the “Service Requirement” set forth below and (ii) the Committee’s certification of the level of achievement of the Performance Goal (defined below). The percentage of the Target Amount actually earned during the Performance Period upon satisfaction of the foregoing requirements is referred to herein as the “Earned Amount.”
Target Number of Performance-Based Restricted Stock Units:	_____________________ (the “Target Amount”).
Performance Period:	The period commencing as of January 1, 2023 and ending December 31, 2025 (the “Performance Period”).

Service Requirement:	Except as provided in Section 2 of the Agreement, the Service Requirement will be satisfied so long as you remain in continuous Service, as applicable, from the Date of Grant through the last day of the Performance Period; provided, that, the Award will be forfeited for no consideration if your employment is terminated by the Company for Cause between the last day of the Performance Period and the Payout Determination Date (as defined in the Agreement). Notwithstanding anything to the contrary in the Agreement, for purposes of the Award, unless the Company expressly agrees otherwise in writing, the date of termination of your employment with the Company will be the date that the Company delivers to you or receives from you, as applicable, a written notice of such termination; provided, that in the event of your resignation for Good Reason the date of termination of your employment will be your final date of employment with the Company. For purposes of this Grant Notice and the Agreement attached hereto as Exhibit A, “Service” means, prior to any written notice of termination, the provision of services by the Participant to the Company or any Affiliate in any Service Provider capacity. A Service Provider’s Service shall be deemed to have terminated either upon the earliest of (i) the delivery of a written notice of termination (other than for Good Reason, as described below), (ii) an actual cessation of providing services to the Company or any Affiliate or (iii) upon the entity to which the Service Provider provides services ceasing to be an Affiliate. Except as otherwise provided in this Grant Notice, the Agreement or the Plan, Service shall not be deemed terminated in the case of (w) your delivery of a notice of resignation for Good Reason; (x) any approved leave of absence; (y) transfers among the Company and any Affiliates in any Service Provider capacity; or (z) any change in status so long as the individual remains in the service of the Company or any Affiliate in any Service Provider capacity.
Performance Goal:	The “Performance Goal” for the Performance Period is based on the Company’s achievement with respect to relative total shareholder return, as described in Exhibit B attached hereto.
Settlement:	The Earned Amount shall be settled in Shares in accordance with Section 3 of the Agreement.

By your signature below, you agree to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice. You acknowledge that you have reviewed the Agreement, the Plan and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan and this Grant Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee regarding any questions or determinations that arise under the Agreement, the Plan or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.

[Signature Page Follows]

2

IN WITNESS WHEREOF, the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, and the Participant has executed this Grant Notice, effective for all purposes as provided above.

NORTHERN OIL AND GAS, INC.

By:

Title:

Name:

PARTICIPANT

Name:

Signature Page to

Performance-Based Restricted Stock Unit Award Grant Notice

EXHIBIT A

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

This Performance-Based Restricted Stock Unit Award Agreement (together with the Grant Notice to which this Agreement is attached and Exhibit B attached thereto, this “Agreement”) is made as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached by and between Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.

1.    Award.

(a)    In consideration of the Participant’s past and/or continued Service and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the Date of Grant, the Company hereby grants to the Participant the Target Amount set forth in the Grant Notice on the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference as a part of this Agreement. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

(b)    This Award represents the right to receive the Earned Amount as set forth in Section 2, subject to the terms and conditions set forth in this Agreement and the Plan; provided, however, that, depending on the level of performance determined to be attained with respect to the Performance Goal for the Performance Period, the portion of the Target Amount that may vest and become the Earned Amount hereunder may range from [0% to 166.67%] of the Target Amount.

2.    Vesting and Forfeiture.

(a)    The Target Amount shall vest and become the Earned Amount based on (i) the Participant’s satisfaction of the Service Requirement and (ii) the extent to which the Company has satisfied the Performance Goal set forth in the Grant Notice, which shall be determined by the Committee in its sole discretion as of the date the Committee certifies the level of achievement of the Performance Goal with respect to the Performance Period, which shall be no later than 30 days following the end of the Performance Period (the date of such certification, a “Payout Determination Date”).

(b)    In the event of the Participant’s Restrictive Covenant Breach (as defined below) or a termination of the Participant’s Service due to the Participant’s termination by the Company for Cause prior to the Payout Determination Date, any portion of the Target Amount or Earned Amount (if any) (and all rights arising from such unearned portion of the Target Amount or such portion of the Earned Amount and from being a holder thereof) will terminate automatically without any further action by the Company and all vested and unvested restricted stock units will be forfeited without further notice and at no cost to the Company.

(c)    Upon the termination of the Participant’s Service due to the Participant’s (i) death or Disability, (ii) termination by the Company without Cause, (iii) resignation for Good Reason (as defined below) or (iv) resignation due to Normal Retirement (as defined below), a pro-rated portion of the Earned Amount will become vested at the end of the Performance Period based on and to the extent to which the Company has satisfied the Performance Goal set forth in the Grant Notice, which shall be determined by the Committee in its sole good faith discretion as of the Payout Determination Date, with such portion determined by multiplying the Earned Amount by a fraction, (1) the numerator of which equals the number of calendar months that the Participant was providing Services during the Performance Period and (2) the denominator of which equals the number of calendar months in the Performance Period.

    For purposes of this Agreement, “Good Reason” has the meaning set forth in the Participant’s employment agreement or any other agreement governing the Participant’s service relationship with the Company or, in the absence of such agreement or the use of such term in such agreement, means any one of the following without the Participant’s prior written consent: (i) a material diminution of the Participant’s authority or duties (including, without limitation, (1) the continuous assignment to the Participant of any duties materially inconsistent with the Participant’s position with the Company, or (2) a material diminution in the nature or status of the Participant’s responsibilities); provided, however, that in no event will the Board’s strategic determination that the financial condition of the Company warrants a reduction in M&A activity, expenditures or capital allocations be considered a diminution in responsibility or authority for this purpose; (ii) the Company effects a material diminution of the Participant’s base compensation, unless such diminution is pursuant to a reduction of no more than twenty-five percent (25%) applied consistently (on a percentage basis) across-the-board to all senior executive officers of the

Exhibit A-1

Company; (iii) the removal of the Participant from the Participant’s current position with the Company, (iv) any requirement that the Participant, without the Participant’s prior written consent, move the Participant’s regular office to a location more than 100 miles from the Company’s current offices in Minnetonka, MN; or (v) any material breach by the Company of any employment agreement between the Company and the Participant or any other material agreement in writing between the Participant and the Company. Notwithstanding the foregoing, no event or condition described above shall constitute Good Reason unless, (i) within 90 days following the Participant’s actual knowledge of the event which the Participant determines constitutes Good Reason, the Participant notifies the Company in writing that the Participant has determined a Good Reason exists and specifies the event creating Good Reason, (ii) following receipt of such notice, the Company fails to remedy such event within 30 days, and (iii) the Participant terminates his employment with the Company immediately following the expiration of such 30-day period. Both conditions must be met for the Participant to have a Good Reason to terminate the Participant’s employment.

    For purposes of this Agreement, “Normal Retirement” has the meaning set forth in the Participant’s employment agreement or any other agreement governing the Participant’s service relationship with the Company or, in the absence of such agreement or the use of such term in such agreement, means the termination of the Participant’s Service due to the Participant’s voluntary retirement on or after the date that the Participant attains age fifty-five (55) and the attainment of ten (10) years of Service, and at a time when no grounds for termination for Cause exist.

    For purposes of this Agreement, “Restrictive Covenant Breach” means, as determined in the Board’s sole good faith discretion, the Participant’s breach of any provision set forth in Sections 11 or 12 hereof, of any other restrictive covenant obligations set forth in any agreement between the Participant and the Company or any of its Affiliates or any notice obligations set forth in an employment agreement with the Company or any of its Affiliates.

(d)    Notwithstanding Section 2(c) above, upon the termination of the Participant’s Service due to the Participant’s (i) death or Disability, (ii) termination by the Company without Cause, or (iii) resignation for Good Reason, in each case, on or within twenty-four (24) months following a Change in Control, the Award shall immediately vest and become the Earned Amount with performance deemed achieved at the greater of (A) target performance or (B) actual performance through the date of such termination.

(e)    Except as otherwise provided in this Section 2, any portion of the Target Amount that does not become the Earned Amount (and all rights arising from such unearned portion of the Target Amount and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company.

3.    Dividend Equivalents. In the event that the Company declares and pays a cash dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, the Award granted pursuant to this Agreement is outstanding and has not yet been settled, the Company shall pay to the Participant an amount in cash equal to the cash dividends the Participant would have received if the Participant was the holder of record, as of such record date, of a number of shares equal to the Earned Amount, and such payment will be made on the date on which the Earned Amount is settled in accordance with Section 4. For purposes of clarity, if the Award (or any portion thereof) is forfeited by the Participant pursuant to the terms of this Agreement, then the Participant shall also forfeit the dividend equivalents, if any, accrued with respect to such forfeited Award. No interest will accrue on the dividend equivalents between the declaration and payment of the applicable dividends and the settlement of the dividend equivalents.

4.    Settlement of this Award. As soon as administratively practicable following the Committee’s certification of the level of attainment of the Performance Goal on the Payout Determination Date, but in no event later than 15 days following the Payout Determination Date, the Company shall deliver to the Participant a number of Shares equal to the Earned Amount, with the number of Shares rounded (to the nearest whole number). Neither this Section 4 nor any action taken pursuant to or in accordance with this Agreement shall be construed to create a trust or a funded or secured obligation of any kind.

5.    Tax Withholding. To the extent that the receipt, vesting or settlement of this Award results in compensation income or wages to the Participant for federal, state, local and/or foreign tax purposes, the Company or an Affiliate may withhold and deduct from any amounts otherwise payable to the Participant in settlement of the Earned Amount hereunder any federal, state, local and/or foreign taxes as may be required pursuant to any law or governmental regulation or rules. In the discretion of the Committee, withholding may be satisfied by Share withholding, with the amount of tax liability determined based on a rate up to the maximum tax rate applicable to the Participant. The Participant acknowledges and agrees that none of the Board, the Committee, the Company or an Affiliate have made any representation or warranty as to the tax consequences to the Participant as a result of the receipt, vesting or settlement of this Award pursuant to this Agreement. The Participant acknowledges that there

Exhibit A-2

may be adverse tax consequences upon the receipt, vesting or settlement of this Award and that the Participant has been advised, and hereby is advised, to consult a tax advisor. The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or an Affiliate or any of their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.

6.    Non-Transferability. During the lifetime of the Participant, no portion of this Award or any interest or right therein may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution. Neither this Award nor any interest or right therein shall be liable for the debts, contracts or engagements of the Participant or the Participant’s successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

7.    Compliance with Applicable Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of Shares hereunder will be subject to compliance with all applicable requirements of applicable law with respect to such securities and with the requirements of any stock exchange or market system upon which the Shares may then be listed. No Shares will be issued hereunder if such issuance would constitute a violation of any applicable law or regulation or the requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, Shares will not be issued hereunder unless (a) a registration statement under the Securities Act is in effect at the time of such issuance with respect to the Shares to be issued or (b) in the opinion of legal counsel to the Company, the Shares to be issued are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of any Shares hereunder will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance of Shares hereunder, the Company may require the Participant to satisfy any requirements that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company.

8.    Rights as a Stockholder. Except as expressly provided pursuant to Section 3, the Participant shall have no rights as a stockholder of the Company with respect to any Shares that may become deliverable hereunder unless and until the Participant has become the holder of record of such Shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such Shares, except as otherwise specifically provided for in the Plan or this Agreement.

9.    Execution of Receipts and Releases. Any issuance or transfer of Shares or other property to the Participant or the Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such Person hereunder. As a condition precedent to such settlement or issuance upon a Participant’s termination of Service, the Company may require the Participant or the Participant’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt therefor in such form as it shall determine appropriate; provided, however, that any review period under such release will not modify the date of settlement with respect to the Earned Amount.

10.    No Right to Continued Service or Awards. For purposes of this Agreement, the Participant shall be considered to be in the employment of the Company until such time the Company (or an Affiliate, or a corporation or other entity, or a parent or subsidiary of such corporation or other entity assuming or substituting a new award for the Award) or the Participant delivers a notice of termination as described therein or, in the case of a resignation for Good Reason, the Participant actually terminates employment following a resignation for Good Reason. Without limiting the scope of the preceding sentence, it is specifically provided that the Participant shall be considered to have terminated employment with the Company or an Affiliate at the time such entity or other organization that employs the Participant ceases to be considered an Affiliate within the meaning of that term as provided in the Plan such that, immediately following the termination of such “Affiliate” status, the Participant is no longer employed by the Company or an Affiliate. Nothing in the adoption of the Plan, nor the grant of this Award thereunder pursuant to this Agreement, shall confer upon the Participant the right to continued employment by, or a continued service relationship with, the Company or an Affiliate, or any other entity, or affect in any way the right of the Company or any such Affiliate, or any other entity to terminate such employment or other service relationship at any time. Any question as to whether and when there has been a termination of the Participant’s employment with the Company or an Affiliate or other entity, and the cause of such termination, shall be determined by the Committee, and its determination shall be final and binding on all parties. The grant of this Award is a one-time benefit and does not create any contractual or other right to receive a grant of Awards or benefits in lieu of Awards in the future. Any future Awards will be granted at the sole discretion of the Company.

Exhibit A-3

(a)    Except as expressly permitted by this Agreement, the Participant shall not disclose any Confidential Information to any person or entity and shall not use any Confidential Information except for the benefit of the Company. The Participant acknowledges and agrees that the Participant would inevitably use and disclose Confidential Information in violation of this Section 11 if the Participant were to violate any of the covenants set forth in Section 12. The Participant shall follow all Company policies and protocols regarding the security of all documents and other materials containing Confidential Information (regardless of the medium on which Confidential Information is stored). Except to the extent required for the performance of the Participant’s duties on behalf of the Company, the Participant shall not remove from facilities of the Company any information, property, equipment, drawings, notes, reports, manuals, invention records, computer software, customer information, or other data or materials that relate in any way to the Confidential Information, whether paper or electronic and whether produced by the Participant or obtained by the Company. The covenants of this Section 11(a) shall apply to all Confidential Information, whether now known or later to become known to the Participant during the period that the Participant is employed by or affiliated with the Company.

(b)    Notwithstanding any provision of Section 11(a) to the contrary, the Participant may make the following disclosures and uses of Confidential Information:

(i)    disclosures to other employees, officers or directors of the Company who have a need to know the information in connection with the business of the Company;

(ii)    disclosures to customers and suppliers when, in the reasonable and good faith belief of the Participant, such disclosure is in connection with the Participant’s performance of the Participant’s duties under this Agreement and is in the best interests of the Company;

(iii)    disclosures and uses that are approved in writing by the Board [or the Chief Executive Officer of the Company]; or

(iv)    disclosures to a person or entity that has (x) been retained by the Company to provide services to the Company and (y) agreed in writing to abide by the terms of a confidentiality agreement.

(c)    Upon request of the Company, the Participant shall promptly and permanently surrender and deliver to the Company all documents (including electronically stored information) and all copies thereof and all other materials of any nature containing or pertaining to all Confidential Information and any other Company property (including any Company-issued computer, mobile device or other equipment) in the Participant’s possession, custody or control and the Participant shall not retain any such documents or other materials or property of the Company. Within ten (10) days of any such request, the Participant shall certify to the Company in writing that all such documents, materials and property have been returned to the Company.

(d)    “Confidential Information” means all confidential, competitively valuable, non-public or proprietary information that is conceived, made, developed or acquired by or disclosed to the Participant (whether conveyed orally or in writing), individually or in conjunction with others, during the period that the Participant is employed by or otherwise affiliated with the Company (whether during business hours or otherwise and whether on the Company’s premises or otherwise) including: (i) technical information of the Company, its Affiliates, its investors, customers, vendors, suppliers or other third parties, including computer programs, software, databases, data, ideas, know-how, formulae, compositions, processes, discoveries, machines, inventions (whether patentable or not), designs, developmental or experimental work, techniques, improvements, work in process, research or test results, original works of authorship, training programs and procedures, diagrams, charts, business and product development plans, and similar items; (ii) information relating to the Company’s businesses or properties, products or services (including all such information relating to corporate opportunities, operations, future plans, methods of doing business, business plans, strategies for developing business and market share, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or acquisition targets or their requirements, the identity of key contacts within customers’ organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks) or pursuant to which the Company owes a confidentiality obligation; and (iii) other valuable, confidential information and trade secrets the Company, its Affiliates, its customers or other third parties including, but not limited to, type curves, well performance algorithms, equations to simulate investment underwriting, proprietary geological analysis and relevant data. Moreover, all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voice mail, electronic databases, maps, drawings, architectural renditions, models and all other writings or materials of any type including or embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression are and shall be the sole and exclusive property of the Company and be subject to the same restrictions on disclosure applicable to all Confidential Information pursuant to this Agreement. For purposes of this Agreement, Confidential Information shall not include any information that (A) is or becomes generally

Exhibit A-4

available to the public other than as a result of a disclosure or wrongful act of the Participant or any of the Participant’s agents; (B) was available to the Participant on a non-confidential basis before its disclosure by the Company; (C) becomes available to the Participant on a non-confidential basis from a source other than the Company; provided, however, that such source is not bound by a confidentiality agreement with, or other obligation with respect to confidentiality to, the Company; or (D) is required to be disclosed by applicable law.

(e)    Notwithstanding the foregoing, nothing in this Agreement or in any other agreement between the Participant and the Company shall prohibit or restrict the Participant from lawfully: (i) making any disclosure of relevant and necessary information or documents in any action, investigation, or proceeding relating to this Agreement, or as required by law or legal process, including with respect to possible violations of law, (ii) participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information to, any governmental agency, legislative body or any self-regulatory organization, including, but not limited to, the Department of Justice, the SEC, the Congress, and any agency Inspector General, (iii) accepting any SEC Awards, or (iv) making other disclosures under the whistleblower provisions of federal law or regulation. In addition, nothing in this Agreement or any other agreement or Company policy prohibits or restricts the Participant from initiating communications with, or responding to any inquiry from, any administrative, governmental, regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation. The Participant does not need the prior authorization of the Company to make any such reports or disclosures and the Participant will not be required to notify the Company that such reports or disclosures have been made. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and (2) solely for the purpose of reporting or investigating a suspected violation of law; (B) is made to the individual’s attorney in relation to a lawsuit for retaliation against the individual for reporting a suspected violation of law; or (C) is made in a complaint or other document filed in a lawsuit or proceeding, if such filing is made under seal. Nothing in this Agreement requires the Participant to obtain prior authorization before engaging in any conduct described in this paragraph, or to notify the Company that the Participant has engaged in any such conduct.

12.    Non-Competition; Non-Solicitation; Non-Disparagement. In consideration for the grant of equity incentive Award represented by this Agreement, and as an equity owner of the Company, the Participant agrees that the Participant will not directly or indirectly, as an employee, officer, director, shareholder, proprietor, agent, partner, recruiter, consultant, independent contractor or in any other individual or representative capacity engage in any of the Restricted Activities in any area within which the Company conducts or is pursuing Company Business, unless such Restricted Activity has previously been approved in writing by the Board after the Participant has provided the Board with full written disclosure of the relevant facts.

(a)    “Restricted Period” means, during the period commencing on the Date of Grant and continuing until the earlier of (i) eighteen (18) months following the termination of the Participant's rights to participate in potential payouts under this Agreement, regardless of the reason for such termination or (ii) eighteen (18) months following the delivery of a written notice of termination of Participant’s service.

(b)    “Restricted Activities” means and includes the following:

(i)    Conducting, engaging or participating, directly or indirectly, as an employee, agent, independent contractor, consultant, advisor, partner, shareholder, investor, lender, underwriter or in any other similar capacity, in any business that directly competes with any part of the Company Business (as defined below); provided, however, that for purposes of this Section 12(b)(i) only, the term Company Business shall be narrowly construed and geographically limited to the states of Ohio, North Dakota, South Dakota, Montana, Texas, New Mexico and Pennsylvania or any other shale play in which the Company conducts Company Business, or any other state in which the Company conducts activities outside of oil and gas as part of the Company Business or has taken material steps in preparation to conduct (and at such time reasonably expects to conduct) Company Business as of the date of termination of Participant’s Service with the Company;

(ii)    Recruiting, hiring, and/or attempting to recruit or hire, directly or by assisting others, any other employee, temporary or permanent contract, part time or full time of the Company or otherwise soliciting any other employee of the Company for any purposes that would directly or indirectly interfere or conflict with the other employee’s employment by the Company. For purposes of this covenant any “other employee” shall refer to employees who provide services to the Company and who are still actively employed by the Company at the time of the attempted recruiting or hiring, or were so employed at any time within six (6) months prior to the time of such attempted recruiting or hiring;

Exhibit A-5

(iii)    Using, disclosing, publishing, copying, distributing or communicating any Confidential Information and Trade Secrets (as defined below) to, or for the use or benefit of the Participant or any other person or entity other than the Company; and

(iv)    Directly or indirectly interfering with the Company’s relationship with any person or entity who, on the date of the Participant’s termination of employment or during the eighteen (18)-month period immediately preceding such date of termination, is a customer, shareholder, investor, creditor, client, or vendor or Affiliate thereof.

(c)    The Participant agrees that at no time during the Participant’s potential participation in payments pursuant to the Agreement or other ownership of an equity interest in the Company or thereafter shall the Participant make, or cause or assist any other person to make, any statement or other communication to any third party which impugns or attacks, or is otherwise critical of, the reputation, business or character of the Company or its Affiliates or any of its respective directors, officers or employees. Similarly, the Company agrees that at no time following the termination of the Participant’s employment shall the Board or the Company’s executive officers (as defined in Section 16 of the Exchange Act) make, cause or assist any other person to make, any statement or other communication to any third party which impugns or attacks, or is otherwise critical of, the reputation, performance or character of the Participant. However, the foregoing shall not apply to: (i) any person’s statements as a witness in a legal proceeding (as may be ordered by any regulatory agency or court or as otherwise required by law), or (ii) as may be necessary for either party to prosecute any claims relating to the enforcement of this Agreement.

(d)    The Company and the Participant acknowledge that the provisions contained in this Section 12 shall not prevent the Participant or the Participant’s Affiliates from owning solely as an investment, directly or indirectly, securities of any publicly traded corporation engaged in the Company’s Business if the Participant and the Participant’s Affiliates do not, directly or indirectly, beneficially own in the aggregate more than five percent (5%) of all classes of outstanding equity securities of such entity.

(e)    The Participant and the Company agree that the limitations as to time and scope of activity to be restrained are reasonable and do not impose a greater restraint on the Participant than is necessary to protect the property rights and other business interests of Company.

(f)    During the Participant’s potential participation in payments pursuant to the Agreement or other ownership of an equity interest in the Company and thereafter, the Participant shall reasonably cooperate with the Company in any internal inquiry or investigation or administrative, regulatory, or judicial proceeding as reasonably requested by the Company (including, without limitation, the Participant being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company's request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information, and turning over to the Company all relevant documents that are or may come into the Participant's possession, all at times and on schedules that are reasonably consistent with the Participant's other permitted activities and commitments).

13.    For purposes of this Agreement, the following definitions apply:

(a)    “Company Business” shall mean, except as otherwise provided in Section 12(b)(i), the acquisition, exploration, and development of properties containing oil and natural gas resources for purposes of oil and natural gas production, including minority investment strategies, or other business activities that the Company conducts or has taken material steps in preparation to conduct (and reasonably expects to conduct) at the time of termination; provided, however, that, for so long as the Company does not have any operated oil and gas assets and has not undertaken affirmative steps to engage in operated oil and gas activities, Participant shall not be prohibited from working for businesses that primarily focus on operated oil and gas activities provided the Participant does not engage in or provide services with respect to any non-operated oil and gas investments.

(b)    “Confidential Information and Trade Secrets” may be written, verbal or recorded by electronic, magnetic or other methods, whether or not expressly identified as “Confidential” by the Company, and includes, but is not limited to, the following information and materials:

(i)    Financial information of any kind pertaining to the Company, including, without limitation, information about the profit margins, profitability, pricing, income and expenses of the Company or any of its products or lines of business and also including, without limitation, any and all information and records relating to the Company’s contracts or transactions with, or charges, prices or sales to, its customers, including invoices, proposals, confirmations, bills of ladings, statements, accounting records, bids, payment records or any other information or documents regarding amounts charged to or paid by customers, for any products or services which form any part of the Company Business;

Exhibit A-6

(ii)    All information about and all communications received from, sent to or exchanged between the Company and any person or entity which has purchased, licensed, exchanged or otherwise entered into a transaction with the Company, or to which the Company has made a proposal with respect to the purchase, sale, license, exchange or other transaction involving any component, products or services which form any part of the Company Business;

(iii)    All of the Company’s technical data and any information pertaining to the Company Business, including, by way of example, research and development, scientific studies or analyses, details or training methods, and oil and gas technology;

(iv)    All customer contact information, which includes information about the identity and location of individuals with decision-making authority at the customer and the particular preferences, needs or requirements of the customer, or such individual, with respect to any of the products, goods, services or equipment which comprise any part of the Company Business, and all information about the particular needs or requirements of a customer based on its geographical, economic or other factors; and

(v)    Employee lists, phone numbers and addresses, pay rates, benefits and compensation packages, training programs and manuals, and other confidential information regarding the Company’s personnel.

(vi)    Notwithstanding the foregoing, “Confidential Information,” for purposes of this Agreement, shall not extend to any information: (A) that is or becomes in the public domain through no wrongful act or fault of the Participant; (B) that was already known to the Participant prior to employment with the Company; (C) that is obtained by the Participant from a third party who is not under a duty of nondisclosure owed to the Company; (D) to which the Participant would not otherwise have access by virtue of the Participant’s employment or other service relationship with the Company and was independently developed by the Participant without any use of or reliance on any information that, without giving effect to this clause, would be considered Confidential Information and Trade Secrets of the Company; or (E) is required to be disclosed by law; provided, however, that prior to such disclosure the Participant shall deliver timely notice to the Company of such required disclosure and assist the Company in seeking protective relief thereof.

14.    Legal and Equitable Remedies. The Participant acknowledges that a violation or attempted breach of any of the Participant’s covenants and agreements in this Agreement (including, without limitation, Sections 11 and 12) will cause such damage as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law, and accordingly, the parties hereto agree that the Company and an Affiliate shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining the Participant or the affiliates, partners or agents of the Participant from such breach or attempted violation of such covenants and agreements, as well as to recover from the Participant any and all costs and expenses sustained or incurred by the Company or an Affiliate in obtaining such an injunction, including reasonable attorneys’ fees. The parties to this Agreement agree that no bond or other security shall be required in connection with such injunction. Any exercise by either of the parties to this Agreement of its rights pursuant to this Section 14 shall be cumulative and in addition to any other remedies to which such party may be entitled. As an actual and potential equity owner of the Company, a corporation incorporated under the laws of Delaware, the Participant acknowledges and agrees that the covenants set forth in Section 11 and 12 are a necessary condition and appropriate consideration for the receipt of the opportunity to participate in additional equity interests in the Company pursuant to this Agreement. Accordingly, should the provisions of Section 11 or 12 be deemed unenforceable as written in a contested proceeding to which the Company and the Participant are a party, the Participant acknowledges and agrees that the rights to receive payment of cash or shares pursuant this Agreement will be null and void, and the Participant will be required to repay to the Company on demand the after-tax value of any shares or cash previously delivered in satisfaction of the Company’s obligations pursuant to this Agreement. In addition, in the event of a Restrictive Covenant Breach, no additional amount of cash or shares otherwise payable under this Agreement after the date of such breach will be payable, and all future rights to payments under this Agreement will be canceled automatically.

15.    Notices. All notices and other communications under this Agreement shall be in writing and shall be delivered to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company, unless otherwise designated by the Company in a written notice to the Participant (or other holder):

Exhibit A-7

Northern Oil and Gas, Inc.
Attn: Chief Legal Officer

4350 Baker Road, Suite 400

Minnetonka, Minnesota 55343

    If to the Participant, at the Participant’s last known address on file with the Company.

Any notice that is delivered personally or by overnight courier or telecopier in the manner provided herein shall be deemed to have been duly given to the Participant when it is mailed by the Company or, if such notice is not mailed to the Participant, upon receipt by the Participant. Any notice that is addressed and mailed in the manner herein provided shall be conclusively presumed to have been given to the party to whom it is addressed at the close of business, local time of the recipient, on the fourth day after the day it is so placed in the mail.

16.    Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, the Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, grant or award notifications and agreements, account statements and all other forms of communications) in connection with this and any other Award made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet to which the Participant has access. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that the Participant’s electronic signature is the same as, and shall have the same force and effect as, the Participant’s manual signature.

17.    Corporate Acts. The existence of this Award shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger, consolidation or other business combination of the Company, any issue of debt or equity securities, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

18.    Entire Agreement; Amendment. This Agreement, together with the Plan, constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to this Award; provided, however, that (a) the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any employment, consulting and/or severance agreement between the Company (or an Affiliate or other entity) and the Participant in effect as of the date a determination is to be made under this Agreement; and (b) if the Participant has entered into any written agreement with the Company or an Affiliate regarding the arbitration of disputes (including as part of an employment agreement) (such agreement, an “Arbitration Agreement”), then this Agreement shall be subject to the dispute resolution procedures set forth in the Arbitration Agreement. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that adversely affects the rights of the Participant shall be effective only if it is in writing and signed by both the Participant and an authorized officer of the Company.

19.    Severability and Waiver. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect. In the event that any provision in this Agreement is held to be unenforceable by a court of competent jurisdiction because it exceeds the maximum time, geographical, or occupational limitations permitted by applicable law, then such provision(s) shall be and hereby are reformed to the maximum time, geographical, and occupational limitations as may be permitted by applicable law. Waiver by any party of any breach of this Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right. The failure of any party to take action by reason of such breach or to exercise any such right shall not deprive the party of the right to take action at any time while or after such breach or condition giving rise to such rights continues.

20.    Clawback. Notwithstanding any provision in this Agreement or the Plan to the contrary, to the extent required by (a) applicable law, including the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any SEC rule or any applicable securities exchange listing standards (a “Legal Requirement”) and/or (b) any policy that may be adopted or amended by the Board from time to time to the extent

Exhibit A-8

required to comply with such Legal Requirement, all settlements in respect of this Award shall be subject to forfeiture, recoupment and/or cancellation to the extent necessary to comply with such Legal Requirement. In addition, in the event of a Restrictive Covenant Breach, in addition to any remedies set forth in Section 14 or as otherwise allowed by law, the Participant will be required to repay to the Company on demand the after-tax value of any shares or cash previously delivered in satisfaction of the Company’s obligations pursuant to this Agreement within the twelve (12) months prior to the date of the Restrictive Covenant Breach.

21.    Arbitration. Other than as set forth in Section 14, any dispute, controversy, or claim between the Participant, on the one hand, and the Company, on the other hand, arising out of, under, pursuant to, or in any way relating to the Participant’s employment or other service relationship with the Company, including, without limitation, this Agreement, shall be submitted to and resolved by confidential and binding arbitration (“Arbitration”) administered by JAMS and conducted pursuant to its Employment and Arbitration Rules & Procedures then in effect. The Arbitration hearing shall take place in Harris County, Texas (or such other location agreed to by the parties). Such Arbitration shall be before three (3) neutral arbitrators (the “Panel”) licensed to practice law and familiar with employment disputes. Any award rendered in any Arbitration shall be final and binding upon the parties to the Arbitration and not subject to judicial review except as required by law. The Panel may enter a default decision against any party who fails to participate in the Arbitration. The administration fees and expenses of the Arbitration shall be borne by the parties in accordance with and pursuant to JAMS’ Employment and Arbitration Rules & Procedures then in effect. To submit a matter to Arbitration, the party seeking redress shall notify in writing, the party against whom such redress is sought, describe the nature of such claim, the provision of this Agreement that has been allegedly violated and the material facts surrounding such claim. The Panel shall render a single written, reasoned decision. The decision of the Panel shall be binding upon the parties to the Arbitration, and after the completion of such Arbitration, the parties to the Arbitration may only institute litigation regarding this Agreement for the sole purpose of enforcing the determination of the Arbitration hearing or, with respect to the Company, to seek injunctive or equitable relief pursuant to the terms of Section 14. The Panel shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of the agreement to arbitrate, including any claim that all or part of this Agreement is void or voidable and any claim that an issue is not subject to arbitration. All proceedings conducted pursuant to the agreement to arbitrate, including any order, decision or award of the arbitrator, shall be kept confidential by all parties except to the extent such disclosure is necessary to any legal proceeding, required by law, or in a proceeding to enforce any rights under this Agreement. The Participant acknowledges that, by signing this Agreement, the Participant is waiving any right that the Participant may have to a jury trial or a court trial related to this Agreement.

22.    Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN, EXCLUSIVE OF THE CONFLICT OF LAWS PROVISIONS OF DELAWARE LAW.

23.    Successors and Assigns. The Company may assign any of its rights under this Agreement without the Participant’s consent. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the Person(s) to whom this Award may be transferred by will or the laws of descent or distribution.

24.    Headings; References; Interpretation. Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. Any and all Exhibits, Annexes or Attachments referred to in this Agreement, including, for the avoidance of doubt, the Grant Notice and Exhibit B attached thereto, are, by such reference, incorporated herein and made a part hereof for all purposes. Unless the context requires otherwise, all references to laws, regulations, contracts, agreements and instruments refer to such laws, regulations, contracts, agreements and instruments as they may be amended from time to time, and references to particular provisions of laws or regulations include a reference to the corresponding provisions of any succeeding law or regulation. Unless otherwise specified, all references to “dollars” or “$” in this Agreement refer to United States dollars. The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Agreement, including, for the avoidance of doubt, the Grant Notice and Exhibit B attached thereto, and not to any particular provision hereof. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely. All references to “including” shall be construed as meaning “including without limitation.” Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.

Exhibit A-9

25.    Counterparts. The Grant Notice may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of the Grant Notice by facsimile or portable document format (.pdf) attachment to electronic mail shall be effective as delivery of a manually executed counterpart of the Grant Notice.

26.    Section 409A. Notwithstanding anything herein or in the Plan to the contrary, this Award is intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. Nevertheless, to the extent that the Committee determines that this Award is not exempt from Section 409A of the Code, then, if the Participant is deemed to be a “specified employee” within the meaning of Section 409A of the Code, as determined by the Committee, at a time when the Participant becomes eligible for settlement of the Earned Amount pursuant to this Agreement upon the Participant’s “separation from service” within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (a) the date that is six months following the Participant’s separation from service and (b) the Participant’s death. Notwithstanding the foregoing, the Company and its Affiliates make no representations that this Award is exempt from or compliant with Section 409A of the Code and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

[Remainder of Page Intentionally Blank]

Exhibit A-10

EXHIBIT B

PERFORMANCE GOAL FOR

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD

(RELATIVE TSR)

This Exhibit B to the Grant Notice contains the performance requirements and methodology applicable to this Award. Subject to the terms and conditions set forth in the Plan and the Agreement, the portion of the Target Amount subject to this Award, if any, that become the Earned Amount during the Performance Period will be determined in accordance with this Exhibit B. Capitalized terms used but not defined herein or in the Agreement shall have the same meaning assigned to them in the Plan.

1.    Performance Goal. The Performance Goal applicable to this Award shall be relative total shareholder return (“Relative TSR”), which measures the percentile ranking of the Company’s TSR (as defined below) as compared to the TSR of each member of the Performance Peer Group (as defined below) over the Performance Period.

2.    Company Performance Ranking and Percentile Ranking. Subject to the satisfaction of the Service Requirement, the percentage of the Target Amount that becomes the Earned Amount will be determined in accordance with table set forth below. On the Payout Determination Date, the Committee, in its sole discretion, will review, analyze and certify the achievement of the Company’s Relative TSR percentile ranking for the Performance Period as compared to the Performance Peer Group in accordance with the terms of the Agreement and the Plan and, based on the performance so certified, the applicable percentage of the Target Amount shall become the Earned Amount, as follows:

Level	Relative TSR Performance (Percentile Rank vs. Peers)	Earned Amount (% of the Target Amount Performance Vested)*
< Threshold	< 25th Percentile	[0%
Threshold	25th Percentile	33.33%
Target	50th Percentile	100%
Maximum	≥ 75th Percentile	166.67%]

*The percentage of the Target Amount that becomes the Earned Amount for performance between the threshold and target achievement levels or between the target and maximum achievement levels will be calculated using linear interpolation. For purposes of clarity, no portion of the Target Amount will become the Earned Amount if the Company does not attain at least the threshold level of Relative TSR performance for the Performance Period. Any portion of the Target Amount that does not become the Earned Amount in accordance with the Agreement, including this Exhibit B, and all rights arising from such Target Amount and from being a holder thereof will terminate automatically on the Payout Determination Date without further action by the Company and will terminate and be forfeited without further notice and at no cost to the Company.

3.    Determination of Relative TSR Ranking.

(a)    To determine the Company’s applicable percentile ranking for the Performance Period, TSR will be calculated for the Company and each member of the Performance Peer Group. The members of the Performance Peer Group, excluding the Company, will be ordered from highest to lowest based on their respective TSRs. The Company’s percentile rank will be interpolated between the entity with the next highest TSR and the entity with the next lowest TSR based on the differential between the Company’s TSR and the TSR of such entities. The “TSR” for the Company and each member of the Performance Peer Group shall be equal to the quotient of (X plus Y) divided by Z, where:

•    “X” equals the difference between (i) the average closing price (the “ACP”) of a Share for the 20 consecutive trading days ending with the last trading day of the Performance Period, minus (ii) the ACP of a Share for the 20 consecutive trading days ending with the last trading day before the start of the Performance Period;

•    “Y” equals the cumulative amount of dividends and distributions declared and paid in respect of a Share and having a record date during the Performance Period; and

Exhibit B-1

•    “Z” equals the ACP of a Share for the 20 consecutive trading days ending with the last trading day before the start of the Performance Period.

The TSR calculation for each member of the Peer Group will be calculated on the same basis as the TSR calculation for the Company. The Committee will review and approve the TSR calculation for each member of the Peer Group.

The Committee, in its sole discretion, will equitably adjust the Relative TSR calculation as necessary for stock splits or other stock dividends.

(b)    Example:

•    ACP of NOG common stock over the last 20 trading days of 202X = $30.00

•    Cumulative dividends paid for which a record date occurred during the performance period (1/1/202X+1 through 12/31/202X+3) = $5.00

•    ACP of NOG common stock over the last 20 trading days of 202X+3 = $38.00

•    TSR = ($38.00 – $30.00 + $5.00) / $30.00 = 43.33%

The Company’s TSR would then be compared to the TSR calculated for the Performance Peer Group set forth in Section 4, and the resulting percentile ranking would be used to calculate the Earned Amount based on the table set forth in Section 2.

4.    Performance Peer Group

(a)    The following companies will be deemed to be the Company’s “Performance Peer Group” for purposes of the Agreement:

Company Name	Ticker Symbol
SM Energy	SM
Callon Petroleum Company	CPE
Murphy Oil Corporation	MUR
Talos Energy	TALO
Vital Energy	VTLE
Magnolia Oil & Gas Corp.	MGY
Matador Resources Company	MTDR
Permian Resources	PR
Civitas Resources	CIVI
W&T Offshore, Inc.	WTI
Berry Corporation	BRY
Earthstone	ESTE
Granite Ridge Resources, Inc.	GRNT
Chord Energy	CHRD
Kimbell Royalty Partners	KRP

(b)    Changes to Performance Peer Group during a Performance Period

(i)    If during the Performance Period any member of the Performance Peer Group is acquired or is otherwise not the surviving company following a corporate transaction, then, unless otherwise determined by the Committee, such member shall be removed from the Performance Peer Group and such member’s performance shall not be utilized in the Relative TSR calculation.

Exhibit B-2

(ii)    If during the Performance Period any member of the Performance Peer Group files for bankruptcy, liquidates due to an insolvency or such member is delisted and ceases to be traded on a national securities exchange (i.e., Nasdaq or NYSE), then, unless otherwise determined by the Committee, such member shall remain in the Performance Peer Group and its ending stock price for purposes of calculating their performance shall be $0.00 utilized in the Relative TSR calculation for the applicable Performance Period.

(iii)    For the avoidance of doubt, a member of the Performance Peer Group that acquires another company but continues to exist and be continuously publicly traded on a national securities exchange, shall remain in the Performance Peer Group and its performance shall be utilized in the Relative TSR calculation, unless otherwise determined by the Committee.

5.    Additional Factors or Information Regarding Methodology. Consistent with the terms of the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the terms of the Plan or the Agreement, including this Exhibit B, shall be within the sole discretion of the Committee, and shall be final, conclusive, and binding upon all persons.

Exhibit B-3

EX-10.18

Exhibit 10.18

NORTHERN OIL AND GAS, INC.

AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE

(COMPOUND ANNUALIZED TSR)

Pursuant to the terms and conditions of the Northern Oil and Gas, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Plan”), Northern Oil and Gas, Inc. (the “Company”) hereby grants to the individual listed below (“you” or the “Participant”) the following performance-based restricted stock unit award (this “Award”) set forth below in this Performance-Based Restricted Stock Unit Award Grant Notice (this “Grant Notice”) in order to increase your equity investment in the Company to further align your interests as a senior leader of the Company with the economic interests of the Company’s shareholders. This Award is subject to the terms and conditions set forth herein, in the Performance-Based Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”) and in the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

Participant:	_____________________
Date of Grant:	(the “Date of Grant”).
Award Type and Description:	Stock Unit Award pursuant to Section 10 of the Plan. With respect to the Performance Period as defined below, your right to receive the number of Shares calculated in accordance with Section 1(b) of the Agreement shall vest and become earned and nonforfeitable upon (i) your satisfaction of the “Service Requirement” set forth below and (ii) the Committee’s certification of the level of achievement of the Performance Goal (defined below). The percentage of the Target Amount actually earned during the Performance Period upon satisfaction of the foregoing requirements is referred to herein as the “Earned Amount.”
Target Number of Performance-Based Restricted Stock Units:	_____________________ (the “Target Amount”).
Performance Period:	The period commencing as of January 1, 2023 and ending December 31, 2025 (the “Performance Period”).

Service Requirement:	Except as provided in Section 2 of the Agreement, the Service Requirement will be satisfied so long as you remain in continuous Service, as applicable, from the Date of Grant through the last day of the Performance Period; provided, that, the Award will be forfeited for no consideration if your employment is terminated by the Company for Cause between the last day of the Performance Period and the Payout Determination Date (as defined in the Agreement). Notwithstanding anything to the contrary in the Agreement, for purposes of the Award, unless the Company expressly agrees otherwise in writing, the date of termination of your employment with the Company will be the date that the Company delivers to you or receives from you, as applicable, a written notice of such termination; provided, that in the event of your resignation for Good Reason the date of termination of your employment will be your final date of employment with the Company. For purposes of this Grant Notice and the Agreement attached hereto as Exhibit A, “Service” means, prior to any written notice of termination, the provision of services by the Participant to the Company or any Affiliate in any Service Provider capacity. A Service Provider’s Service shall be deemed to have terminated either upon the earliest of (i) the delivery of a written notice of termination (other than for Good Reason, as described below), (ii) an actual cessation of providing services to the Company or any Affiliate or (iii) upon the entity to which the Service Provider provides services ceasing to be an Affiliate. Except as otherwise provided in this Grant Notice, the Agreement or the Plan, Service shall not be deemed terminated in the case of (w) your delivery of a notice of resignation for Good Reason; (x) any approved leave of absence; (y) transfers among the Company and any Affiliates in any Service Provider capacity; or (z) any change in status so long as the individual remains in the service of the Company or any Affiliate in any Service Provider capacity.
Performance Goal:	The “Performance Goal” for the Performance Period is based on the Company’s achievement with respect to cumulative, compound annualized total shareholder return, as described in Exhibit B attached hereto.
Settlement:	The Earned Amount shall be settled in Shares in accordance with Section 3 of the Agreement.

2

By your signature below, you agree to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice. You acknowledge that you have reviewed the Agreement, the Plan and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan and this Grant Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee regarding any questions or determinations that arise under the Agreement, the Plan or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.

[Signature Page Follows]

3

IN WITNESS WHEREOF, the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, and the Participant has executed this Grant Notice, effective for all purposes as provided above.

NORTHERN OIL AND GAS, INC.

By:

Title:

Name:

PARTICIPANT

Name:

Signature Page to

Performance-Based Restricted Stock Unit Award Grant Notice

EXHIBIT A

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

This Performance-Based Restricted Stock Unit Award Agreement (together with the Grant Notice to which this Agreement is attached and Exhibit B attached thereto, this “Agreement”) is made as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached by and between Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.

1.    Award.

(a)    In consideration of the Participant’s past and/or continued Service and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the Date of Grant, the Company hereby grants to the Participant the Target Amount set forth in the Grant Notice on the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference as a part of this Agreement. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

(b)    This Award represents the right to receive the Earned Amount as set forth in Section 2, subject to the terms and conditions set forth in this Agreement and the Plan; provided, however, that, depending on the level of performance determined to be attained with respect to the Performance Goal for the Performance Period, the portion of the Target Amount that may vest and become the Earned Amount hereunder may range from [0% to 166.67%] of the Target Amount.

2.    Vesting and Forfeiture.

(a)    The Target Amount shall vest and become the Earned Amount based on (i) the Participant’s satisfaction of the Service Requirement and (ii) the extent to which the Company has satisfied the Performance Goal set forth in the Grant Notice, which shall be determined by the Committee in its sole discretion as of the date the Committee certifies the level of achievement of the Performance Goal with respect to the Performance Period, which shall be no later than 30 days following the end of the Performance Period (the date of such certification, a “Payout Determination Date”).

(b)    In the event of the Participant’s Restrictive Covenant Breach (as defined below) or a termination of the Participant’s Service due to the Participant’s termination by the Company for Cause prior to the Payout Determination Date, any portion of the Target Amount or Earned Amount (if any) (and all rights arising from such unearned portion of the Target Amount or such portion of the Earned Amount and from being a holder thereof) will terminate automatically without any further action by the Company and all vested and unvested restricted stock units will be forfeited without further notice and at no cost to the Company.

(c)    Upon the termination of the Participant’s Service due to the Participant’s (i) death or Disability, (ii) termination by the Company without Cause, (iii) resignation for Good Reason (as defined below) or (iv) resignation due to Normal Retirement (as defined below), a pro-rated portion of the Earned Amount will become vested at the end of the Performance Period based on and to the extent to which the Company has satisfied the Performance Goal set forth in the Grant Notice, which shall be determined by the Committee in its sole good faith discretion as of the Payout Determination Date, with such portion determined by multiplying the Earned Amount by a fraction, (1) the numerator of which equals the number of calendar months that the Participant was providing Services during the Performance Period and (2) the denominator of which equals the number of calendar months in the Performance Period.

     For purposes of this Agreement, “Good Reason” has the meaning set forth in the Participant’s employment agreement or any other agreement governing the Participant’s service relationship with the Company or, in the absence of such agreement or the use of such term in such agreement, means any one of the following without the Participant’s prior written consent: (i) a material diminution of the Participant’s authority or duties (including, without limitation, (1) the continuous assignment to the Participant of any duties materially inconsistent with the Participant’s position with the Company, or (2) a material diminution in the nature or status of the Participant’s responsibilities); provided, however, that in no event will the Board’s strategic determination that the financial condition of the Company warrants a reduction in M&A activity, expenditures or capital allocations be considered a diminution in responsibility or authority for this purpose; (ii) the Company effects a material diminution of the Participant’s base compensation, unless such diminution is pursuant to a reduction of no more than twenty-five percent (25%) applied consistently (on a percentage basis) across-the-board to all senior executive officers of the

Exhibit A-1

Company; (iii) the removal of the Participant from the Participant’s current position with the Company, (iv) any requirement that the Participant, without the Participant’s prior written consent, move the Participant’s regular office to a location more than 100 miles from the Company’s current offices in Minnetonka, MN; or (v) any material breach by the Company of any employment agreement between the Company and the Participant or any other material agreement in writing between the Participant and the Company. Notwithstanding the foregoing, no event or condition described above shall constitute Good Reason unless, (i) within 90 days following the Participant’s actual knowledge of the event which the Participant determines constitutes Good Reason, the Participant notifies the Company in writing that the Participant has determined a Good Reason exists and specifies the event creating Good Reason, (ii) following receipt of such notice, the Company fails to remedy such event within 30 days, and (iii) the Participant terminates his employment with the Company immediately following the expiration of such 30-day period. Both conditions must be met for the Participant to have a Good Reason to terminate the Participant’s employment.

    For purposes of this Agreement, “Normal Retirement” has the meaning set forth in the Participant’s employment agreement or any other agreement governing the Participant’s service relationship with the Company or, in the absence of such agreement or the use of such term in such agreement, means the termination of the Participant’s Service due to the Participant’s voluntary retirement on or after the date that the Participant attains age fifty-five (55) and the attainment of ten (10) years of Service, and at a time when no grounds for termination for Cause exist.

For purposes of this Agreement, “Restrictive Covenant Breach” means, as determined in the Board’s sole good faith discretion, the Participant’s breach of any provision set forth in Sections 11 or 12 hereof, of any other restrictive covenant obligations set forth in any agreement between the Participant and the Company or any of its Affiliates or any notice obligations set forth in an employment agreement with the Company or any of its Affiliates.

(d)    Notwithstanding Section 2(c) above, upon the termination of the Participant’s Service due to the Participant’s (i) death or Disability, (ii) termination by the Company without Cause, or (iii) resignation for Good Reason, in each case, on or within twenty-four (24) months following a Change in Control, the Award shall immediately vest and become the Earned Amount with performance deemed achieved at the greater of (A) target performance or (B) actual performance through the date of such termination.

(e)    Except as otherwise provided in this Section 2, any portion of the Target Amount that does not become the Earned Amount (and all rights arising from such unearned portion of the Target Amount and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company.

3.    Dividend Equivalents. In the event that the Company declares and pays a cash dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, the Award granted pursuant to this Agreement is outstanding and has not yet been settled, the Company shall pay to the Participant an amount in cash equal to the cash dividends the Participant would have received if the Participant was the holder of record, as of such record date, of a number of shares equal to the Earned Amount, and such payment will be made on the date on which the Earned Amount is settled in accordance with Section 4. For purposes of clarity, if the Award (or any portion thereof) is forfeited by the Participant pursuant to the terms of this Agreement, then the Participant shall also forfeit the dividend equivalents, if any, accrued with respect to such forfeited Award. No interest will accrue on the dividend equivalents between the declaration and payment of the applicable dividends and the settlement of the dividend equivalents.

4.    Settlement of this Award. As soon as administratively practicable following the Committee’s certification of the level of attainment of the Performance Goal on the Payout Determination Date, but in no event later than 15 days following the Payout Determination Date, the Company shall deliver to the Participant a number of Shares equal to the Earned Amount, with the number of Shares rounded (to the nearest whole number). Neither this Section 4 nor any action taken pursuant to or in accordance with this Agreement shall be construed to create a trust or a funded or secured obligation of any kind.

5.    Tax Withholding. To the extent that the receipt, vesting or settlement of this Award results in compensation income or wages to the Participant for federal, state, local and/or foreign tax purposes, the Company or an Affiliate may withhold and deduct from any amounts otherwise payable to the Participant in settlement of the Earned Amount hereunder any federal, state, local and/or foreign taxes as may be required pursuant to any law or governmental regulation or rules. In the discretion of the Committee, withholding may be satisfied by Share withholding, with the amount of tax liability determined based on a rate up to the maximum tax rate applicable to the Participant. The Participant acknowledges and agrees that none of the Board, the Committee, the Company or an Affiliate have made any representation or warranty as to the tax consequences to the Participant as a result of the receipt, vesting or settlement of this Award pursuant to this Agreement. The Participant acknowledges that there

Exhibit A-2

may be adverse tax consequences upon the receipt, vesting or settlement of this Award and that the Participant has been advised, and hereby is advised, to consult a tax advisor. The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or an Affiliate or any of their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.

6.    Non-Transferability. During the lifetime of the Participant, no portion of this Award or any interest or right therein may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution. Neither this Award nor any interest or right therein shall be liable for the debts, contracts or engagements of the Participant or the Participant’s successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

7.    Compliance with Applicable Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of Shares hereunder will be subject to compliance with all applicable requirements of applicable law with respect to such securities and with the requirements of any stock exchange or market system upon which the Shares may then be listed. No Shares will be issued hereunder if such issuance would constitute a violation of any applicable law or regulation or the requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, Shares will not be issued hereunder unless (a) a registration statement under the Securities Act is in effect at the time of such issuance with respect to the Shares to be issued or (b) in the opinion of legal counsel to the Company, the Shares to be issued are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of any Shares hereunder will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance of Shares hereunder, the Company may require the Participant to satisfy any requirements that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company.

8.    Rights as a Stockholder. Except as expressly provided pursuant to Section 3, the Participant shall have no rights as a stockholder of the Company with respect to any Shares that may become deliverable hereunder unless and until the Participant has become the holder of record of such Shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such Shares, except as otherwise specifically provided for in the Plan or this Agreement.

9.    Execution of Receipts and Releases. Any issuance or transfer of Shares or other property to the Participant or the Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such Person hereunder. As a condition precedent to such settlement or issuance upon a Participant’s termination of Service, the Company may require the Participant or the Participant’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt therefor in such form as it shall determine appropriate; provided, however, that any review period under such release will not modify the date of settlement with respect to the Earned Amount.

10.    No Right to Continued Service or Awards. For purposes of this Agreement, the Participant shall be considered to be in the employment of the Company until such time the Company (or an Affiliate, or a corporation or other entity, or a parent or subsidiary of such corporation or other entity assuming or substituting a new award for the Award) or the Participant delivers a notice of termination as described therein or, in the case of a resignation for Good Reason, the Participant actually terminates employment following a resignation for Good Reason. Without limiting the scope of the preceding sentence, it is specifically provided that the Participant shall be considered to have terminated employment with the Company or an Affiliate at the time such entity or other organization that employs the Participant ceases to be considered an Affiliate within the meaning of that term as provided in the Plan such that, immediately following the termination of such “Affiliate” status, the Participant is no longer employed by the Company or an Affiliate. Nothing in the adoption of the Plan, nor the grant of this Award thereunder pursuant to this Agreement, shall confer upon the Participant the right to continued employment by, or a continued service relationship with, the Company or an Affiliate, or any other entity, or affect in any way the right of the Company or any such Affiliate, or any other entity to terminate such employment or other service relationship at any time. Any question as to whether and when there has been a termination of the Participant’s employment with the Company or an Affiliate or other entity, and the cause of such termination, shall be determined by the Committee, and its determination shall be final and binding on all parties. The grant of this Award is a one-time benefit and does not create any contractual or other right to receive a grant of Awards or benefits in lieu of Awards in the future. Any future Awards will be granted at the sole discretion of the Company.

Exhibit A-3

(a)    Except as expressly permitted by this Agreement, the Participant shall not disclose any Confidential Information to any person or entity and shall not use any Confidential Information except for the benefit of the Company. The Participant acknowledges and agrees that the Participant would inevitably use and disclose Confidential Information in violation of this Section 11 if the Participant were to violate any of the covenants set forth in Section 12. The Participant shall follow all Company policies and protocols regarding the security of all documents and other materials containing Confidential Information (regardless of the medium on which Confidential Information is stored). Except to the extent required for the performance of the Participant’s duties on behalf of the Company, the Participant shall not remove from facilities of the Company any information, property, equipment, drawings, notes, reports, manuals, invention records, computer software, customer information, or other data or materials that relate in any way to the Confidential Information, whether paper or electronic and whether produced by the Participant or obtained by the Company. The covenants of this Section 11(a) shall apply to all Confidential Information, whether now known or later to become known to the Participant during the period that the Participant is employed by or affiliated with the Company.

(b)    Notwithstanding any provision of Section 11(a) to the contrary, the Participant may make the following disclosures and uses of Confidential Information:

(i)    disclosures to other employees, officers or directors of the Company who have a need to know the information in connection with the business of the Company;

(ii)    disclosures to customers and suppliers when, in the reasonable and good faith belief of the Participant, such disclosure is in connection with the Participant’s performance of the Participant’s duties under this Agreement and is in the best interests of the Company;

(iii)    disclosures and uses that are approved in writing by the Board [or the Chief Executive Officer of the Company]; or

(iv)    disclosures to a person or entity that has (x) been retained by the Company to provide services to the Company and (y) agreed in writing to abide by the terms of a confidentiality agreement.

(c)    Upon request of the Company, the Participant shall promptly and permanently surrender and deliver to the Company all documents (including electronically stored information) and all copies thereof and all other materials of any nature containing or pertaining to all Confidential Information and any other Company property (including any Company-issued computer, mobile device or other equipment) in the Participant’s possession, custody or control and the Participant shall not retain any such documents or other materials or property of the Company. Within ten (10) days of any such request, the Participant shall certify to the Company in writing that all such documents, materials and property have been returned to the Company.

(d)    “Confidential Information” means all confidential, competitively valuable, non-public or proprietary information that is conceived, made, developed or acquired by or disclosed to the Participant (whether conveyed orally or in writing), individually or in conjunction with others, during the period that the Participant is employed by or otherwise affiliated with the Company (whether during business hours or otherwise and whether on the Company’s premises or otherwise) including: (i) technical information of the Company, its Affiliates, its investors, customers, vendors, suppliers or other third parties, including computer programs, software, databases, data, ideas, know-how, formulae, compositions, processes, discoveries, machines, inventions (whether patentable or not), designs, developmental or experimental work, techniques, improvements, work in process, research or test results, original works of authorship, training programs and procedures, diagrams, charts, business and product development plans, and similar items; (ii) information relating to the Company’s businesses or properties, products or services (including all such information relating to corporate opportunities, operations, future plans, methods of doing business, business plans, strategies for developing business and market share, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or acquisition targets or their requirements, the identity of key contacts within customers’ organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks) or pursuant to which the Company owes a confidentiality obligation; and (iii) other valuable, confidential information and trade secrets the Company, its Affiliates, its customers or other third parties including, but not limited to, type curves, well performance algorithms, equations to simulate investment underwriting, proprietary geological analysis and relevant data. Moreover, all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voice mail, electronic databases, maps, drawings, architectural renditions, models and all other writings or materials of any type including or embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression are and shall be the sole and exclusive property of the Company and be subject to the same restrictions on disclosure applicable to all Confidential Information pursuant to this Agreement. For purposes of this Agreement, Confidential Information shall not include any information that (A) is or becomes generally

Exhibit A-4

available to the public other than as a result of a disclosure or wrongful act of the Participant or any of the Participant’s agents; (B) was available to the Participant on a non-confidential basis before its disclosure by the Company; (C) becomes available to the Participant on a non-confidential basis from a source other than the Company; provided, however, that such source is not bound by a confidentiality agreement with, or other obligation with respect to confidentiality to, the Company; or (D) is required to be disclosed by applicable law.

(e)    Notwithstanding the foregoing, nothing in this Agreement or in any other agreement between the Participant and the Company shall prohibit or restrict the Participant from lawfully: (i) making any disclosure of relevant and necessary information or documents in any action, investigation, or proceeding relating to this Agreement, or as required by law or legal process, including with respect to possible violations of law, (ii) participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information to, any governmental agency, legislative body or any self-regulatory organization, including, but not limited to, the Department of Justice, the SEC, the Congress, and any agency Inspector General, (iii) accepting any SEC Awards, or (iv) making other disclosures under the whistleblower provisions of federal law or regulation. In addition, nothing in this Agreement or any other agreement or Company policy prohibits or restricts the Participant from initiating communications with, or responding to any inquiry from, any administrative, governmental, regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation. The Participant does not need the prior authorization of the Company to make any such reports or disclosures and the Participant will not be required to notify the Company that such reports or disclosures have been made. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and (2) solely for the purpose of reporting or investigating a suspected violation of law; (B) is made to the individual’s attorney in relation to a lawsuit for retaliation against the individual for reporting a suspected violation of law; or (C) is made in a complaint or other document filed in a lawsuit or proceeding, if such filing is made under seal. Nothing in this Agreement requires the Participant to obtain prior authorization before engaging in any conduct described in this paragraph, or to notify the Company that the Participant has engaged in any such conduct.

12.    Non-Competition; Non-Solicitation; Non-Disparagement. In consideration for the grant of equity incentive Award represented by this Agreement, and as an equity owner of the Company, the Participant agrees that the Participant will not directly or indirectly, as an employee, officer, director, shareholder, proprietor, agent, partner, recruiter, consultant, independent contractor or in any other individual or representative capacity engage in any of the Restricted Activities in any area within which the Company conducts or is pursuing Company Business, unless such Restricted Activity has previously been approved in writing by the Board after the Participant has provided the Board with full written disclosure of the relevant facts.

(a)    “Restricted Period” means, during the period commencing on the Date of Grant and continuing until the earlier of (i) eighteen (18) months following the termination of the Participant's rights to participate in potential payouts under this Agreement, regardless of the reason for such termination or (ii) eighteen (18) months following the delivery of a written notice of termination of Participant’s service.

(b)    “Restricted Activities” means and includes the following:

(i)    Conducting, engaging or participating, directly or indirectly, as an employee, agent, independent contractor, consultant, advisor, partner, shareholder, investor, lender, underwriter or in any other similar capacity, in any business that directly competes with any part of the Company Business (as defined below); provided, however, that for purposes of this Section 12(b)(i) only, the term Company Business shall be narrowly construed and geographically limited to the states of Ohio, North Dakota, South Dakota, Montana, Texas, New Mexico and Pennsylvania or any other shale play in which the Company conducts Company Business, or any other state in which the Company conducts activities outside of oil and gas as part of the Company Business or has taken material steps in preparation to conduct (and at such time reasonably expects to conduct) Company Business as of the date of termination of Participant’s Service with the Company;

(ii)    Recruiting, hiring, and/or attempting to recruit or hire, directly or by assisting others, any other employee, temporary or permanent contract, part time or full time of the Company or otherwise soliciting any other employee of the Company for any purposes that would directly or indirectly interfere or conflict with the other employee’s employment by the Company. For purposes of this covenant any “other employee” shall refer to employees who provide services to the Company and who are still actively employed by the Company at the time of the attempted recruiting or hiring, or were so employed at any time within six (6) months prior to the time of such attempted recruiting or hiring;

Exhibit A-5

(iii)    Using, disclosing, publishing, copying, distributing or communicating any Confidential Information and Trade Secrets (as defined below) to, or for the use or benefit of the Participant or any other person or entity other than the Company; and

(iv)    Directly or indirectly interfering with the Company’s relationship with any person or entity who, on the date of the Participant’s termination of employment or during the eighteen (18)-month period immediately preceding such date of termination, is a customer, shareholder, investor, creditor, client, or vendor or Affiliate thereof.

(c)    The Participant agrees that at no time during the Participant’s potential participation in payments pursuant to the Agreement or other ownership of an equity interest in the Company or thereafter shall the Participant make, or cause or assist any other person to make, any statement or other communication to any third party which impugns or attacks, or is otherwise critical of, the reputation, business or character of the Company or its Affiliates or any of its respective directors, officers or employees. Similarly, the Company agrees that at no time following the termination of the Participant’s employment shall the Board or the Company’s executive officers (as defined in Section 16 of the Exchange Act) make, cause or assist any other person to make, any statement or other communication to any third party which impugns or attacks, or is otherwise critical of, the reputation, performance or character of the Participant. However, the foregoing shall not apply to: (i) any person’s statements as a witness in a legal proceeding (as may be ordered by any regulatory agency or court or as otherwise required by law), or (ii) as may be necessary for either party to prosecute any claims relating to the enforcement of this Agreement.

(d)    The Company and the Participant acknowledge that the provisions contained in this Section 12 shall not prevent the Participant or the Participant’s Affiliates from owning solely as an investment, directly or indirectly, securities of any publicly traded corporation engaged in the Company’s Business if the Participant and the Participant’s Affiliates do not, directly or indirectly, beneficially own in the aggregate more than five percent (5%) of all classes of outstanding equity securities of such entity.

(e)    The Participant and the Company agree that the limitations as to time and scope of activity to be restrained are reasonable and do not impose a greater restraint on the Participant than is necessary to protect the property rights and other business interests of Company.

(f)    During the Participant’s potential participation in payments pursuant to the Agreement or other ownership of an equity interest in the Company and thereafter, the Participant shall reasonably cooperate with the Company in any internal inquiry or investigation or administrative, regulatory, or judicial proceeding as reasonably requested by the Company (including, without limitation, the Participant being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company's request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information, and turning over to the Company all relevant documents that are or may come into the Participant's possession, all at times and on schedules that are reasonably consistent with the Participant's other permitted activities and commitments).

13.    For purposes of this Agreement, the following definitions apply:

(a)    “Company Business” shall mean, except as otherwise provided in Section 12(b)(i), the acquisition, exploration, and development of properties containing oil and natural gas resources for purposes of oil and natural gas production, including minority investment strategies, or other business activities that the Company conducts or has taken material steps in preparation to conduct (and reasonably expects to conduct) at the time of termination; provided, however, that, for so long as the Company does not have any operated oil and gas assets and has not undertaken affirmative steps to engage in operated oil and gas activities, Participant shall not be prohibited from working for businesses that primarily focus on operated oil and gas activities provided the Participant does not engage in or provide services with respect to any non-operated oil and gas investments.

(b)    “Confidential Information and Trade Secrets” may be written, verbal or recorded by electronic, magnetic or other methods, whether or not expressly identified as “Confidential” by the Company, and includes, but is not limited to, the following information and materials:

(i)    Financial information of any kind pertaining to the Company, including, without limitation, information about the profit margins, profitability, pricing, income and expenses of the Company or any of its products or lines of business and also including, without limitation, any and all information and records relating to the Company’s contracts or transactions with, or charges, prices or sales to, its customers, including invoices, proposals, confirmations, bills of ladings, statements, accounting records, bids, payment records or any other information or documents regarding amounts charged to or paid by customers, for any products or services which form any part of the Company Business;

Exhibit A-6

(ii)    All information about and all communications received from, sent to or exchanged between the Company and any person or entity which has purchased, licensed, exchanged or otherwise entered into a transaction with the Company, or to which the Company has made a proposal with respect to the purchase, sale, license, exchange or other transaction involving any component, products or services which form any part of the Company Business;

(iii)    All of the Company’s technical data and any information pertaining to the Company Business, including, by way of example, research and development, scientific studies or analyses, details or training methods, and oil and gas technology;

(iv)    All customer contact information, which includes information about the identity and location of individuals with decision-making authority at the customer and the particular preferences, needs or requirements of the customer, or such individual, with respect to any of the products, goods, services or equipment which comprise any part of the Company Business, and all information about the particular needs or requirements of a customer based on its geographical, economic or other factors; and

(v)    Employee lists, phone numbers and addresses, pay rates, benefits and compensation packages, training programs and manuals, and other confidential information regarding the Company’s personnel.

(vi)    Notwithstanding the foregoing, “Confidential Information,” for purposes of this Agreement, shall not extend to any information: (A) that is or becomes in the public domain through no wrongful act or fault of the Participant; (B) that was already known to the Participant prior to employment with the Company; (C) that is obtained by the Participant from a third party who is not under a duty of nondisclosure owed to the Company; (D) to which the Participant would not otherwise have access by virtue of the Participant’s employment or other service relationship with the Company and was independently developed by the Participant without any use of or reliance on any information that, without giving effect to this clause, would be considered Confidential Information and Trade Secrets of the Company; or (E) is required to be disclosed by law; provided, however, that prior to such disclosure the Participant shall deliver timely notice to the Company of such required disclosure and assist the Company in seeking protective relief thereof.

14.    Legal and Equitable Remedies. The Participant acknowledges that a violation or attempted breach of any of the Participant’s covenants and agreements in this Agreement (including, without limitation, Sections 11 and 12) will cause such damage as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law, and accordingly, the parties hereto agree that the Company and an Affiliate shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining the Participant or the affiliates, partners or agents of the Participant from such breach or attempted violation of such covenants and agreements, as well as to recover from the Participant any and all costs and expenses sustained or incurred by the Company or an Affiliate in obtaining such an injunction, including reasonable attorneys’ fees. The parties to this Agreement agree that no bond or other security shall be required in connection with such injunction. Any exercise by either of the parties to this Agreement of its rights pursuant to this Section 14 shall be cumulative and in addition to any other remedies to which such party may be entitled. As an actual and potential equity owner of the Company, a corporation incorporated under the laws of Delaware, the Participant acknowledges and agrees that the covenants set forth in Section 11 and 12 are a necessary condition and appropriate consideration for the receipt of the opportunity to participate in additional equity interests in the Company pursuant to this Agreement. Accordingly, should the provisions of Section 11 or 12 be deemed unenforceable as written in a contested proceeding to which the Company and the Participant are a party, the Participant acknowledges and agrees that the rights to receive payment of cash or shares pursuant this Agreement will be null and void, and the Participant will be required to repay to the Company on demand the after-tax value of any shares or cash previously delivered in satisfaction of the Company’s obligations pursuant to this Agreement. In addition, in the event of a Restrictive Covenant Breach, no additional amount of cash or shares otherwise payable under this Agreement after the date of such breach will be payable, and all future rights to payments under this Agreement will be canceled automatically.

15.    Notices. All notices and other communications under this Agreement shall be in writing and shall be delivered to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company, unless otherwise designated by the Company in a written notice to the Participant (or other holder):

Exhibit A-7

Northern Oil and Gas, Inc.

Attn: Chief Legal Officer

        4350 Baker Road, Suite 400

        Minnetonka, Minnesota 55343

If to the Participant, at the Participant’s last known address on file with the Company.

Any notice that is delivered personally or by overnight courier or telecopier in the manner provided herein shall be deemed to have been duly given to the Participant when it is mailed by the Company or, if such notice is not mailed to the Participant, upon receipt by the Participant. Any notice that is addressed and mailed in the manner herein provided shall be conclusively presumed to have been given to the party to whom it is addressed at the close of business, local time of the recipient, on the fourth day after the day it is so placed in the mail.

16.    Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, the Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, grant or award notifications and agreements, account statements and all other forms of communications) in connection with this and any other Award made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet to which the Participant has access. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that the Participant’s electronic signature is the same as, and shall have the same force and effect as, the Participant’s manual signature.

17.    Corporate Acts. The existence of this Award shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger, consolidation or other business combination of the Company, any issue of debt or equity securities, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

18.    Entire Agreement; Amendment. This Agreement, together with the Plan, constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to this Award; provided, however, that (a) the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any employment, consulting and/or severance agreement between the Company (or an Affiliate or other entity) and the Participant in effect as of the date a determination is to be made under this Agreement; and (b) if the Participant has entered into any written agreement with the Company or an Affiliate regarding the arbitration of disputes (including as part of an employment agreement) (such agreement, an “Arbitration Agreement”), then this Agreement shall be subject to the dispute resolution procedures set forth in the Arbitration Agreement. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that adversely affects the rights of the Participant shall be effective only if it is in writing and signed by both the Participant and an authorized officer of the Company.

19.    Severability and Waiver. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect. In the event that any provision in this Agreement is held to be unenforceable by a court of competent jurisdiction because it exceeds the maximum time, geographical, or occupational limitations permitted by applicable law, then such provision(s) shall be and hereby are reformed to the maximum time, geographical, and occupational limitations as may be permitted by applicable law. Waiver by any party of any breach of this Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right. The failure of any party to take action by reason of such breach or to exercise any such right shall not deprive the party of the right to take action at any time while or after such breach or condition giving rise to such rights continues.

20.    Clawback. Notwithstanding any provision in this Agreement or the Plan to the contrary, to the extent required by (a) applicable law, including the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any SEC rule or any applicable securities exchange listing standards (a “Legal Requirement”) and/or (b) any policy that may be adopted or amended by the Board from time to time to the extent required to comply with such Legal Requirement, all settlements in respect of this Award shall be subject to

Exhibit A-8

forfeiture, recoupment and/or cancellation to the extent necessary to comply with such Legal Requirement. In addition, in the event of a Restrictive Covenant Breach, in addition to any remedies set forth in Section 14 or as otherwise allowed by law, the Participant will be required to repay to the Company on demand the after-tax value of any shares or cash previously delivered in satisfaction of the Company’s obligations pursuant to this Agreement within the twelve (12) months prior to the date of the Restrictive Covenant Breach.

21.    Arbitration. Other than as set forth in Section 14, any dispute, controversy, or claim between the Participant, on the one hand, and the Company, on the other hand, arising out of, under, pursuant to, or in any way relating to the Participant’s employment or other service relationship with the Company, including, without limitation, this Agreement, shall be submitted to and resolved by confidential and binding arbitration (“Arbitration”) administered by JAMS and conducted pursuant to its Employment and Arbitration Rules & Procedures then in effect. The Arbitration hearing shall take place in Harris County, Texas (or such other location agreed to by the parties). Such Arbitration shall be before three (3) neutral arbitrators (the “Panel”) licensed to practice law and familiar with employment disputes. Any award rendered in any Arbitration shall be final and binding upon the parties to the Arbitration and not subject to judicial review except as required by law. The Panel may enter a default decision against any party who fails to participate in the Arbitration. The administration fees and expenses of the Arbitration shall be borne by the parties in accordance with and pursuant to JAMS’ Employment and Arbitration Rules & Procedures then in effect. To submit a matter to Arbitration, the party seeking redress shall notify in writing, the party against whom such redress is sought, describe the nature of such claim, the provision of this Agreement that has been allegedly violated and the material facts surrounding such claim. The Panel shall render a single written, reasoned decision. The decision of the Panel shall be binding upon the parties to the Arbitration, and after the completion of such Arbitration, the parties to the Arbitration may only institute litigation regarding this Agreement for the sole purpose of enforcing the determination of the Arbitration hearing or, with respect to the Company, to seek injunctive or equitable relief pursuant to the terms of Section 14. The Panel shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of the agreement to arbitrate, including any claim that all or part of this Agreement is void or voidable and any claim that an issue is not subject to arbitration. All proceedings conducted pursuant to the agreement to arbitrate, including any order, decision or award of the arbitrator, shall be kept confidential by all parties except to the extent such disclosure is necessary to any legal proceeding, required by law, or in a proceeding to enforce any rights under this Agreement. The Participant acknowledges that, by signing this Agreement, the Participant is waiving any right that the Participant may have to a jury trial or a court trial related to this Agreement.

22.    Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN, EXCLUSIVE OF THE CONFLICT OF LAWS PROVISIONS OF DELAWARE LAW.

23.    Successors and Assigns. The Company may assign any of its rights under this Agreement without the Participant’s consent. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the Person(s) to whom this Award may be transferred by will or the laws of descent or distribution.

24.    Headings; References; Interpretation. Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. Any and all Exhibits, Annexes or Attachments referred to in this Agreement, including, for the avoidance of doubt, the Grant Notice and Exhibit B attached thereto, are, by such reference, incorporated herein and made a part hereof for all purposes. Unless the context requires otherwise, all references to laws, regulations, contracts, agreements and instruments refer to such laws, regulations, contracts, agreements and instruments as they may be amended from time to time, and references to particular provisions of laws or regulations include a reference to the corresponding provisions of any succeeding law or regulation. Unless otherwise specified, all references to “dollars” or “$” in this Agreement refer to United States dollars. The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Agreement, including, for the avoidance of doubt, the Grant Notice and Exhibit B attached thereto, and not to any particular provision hereof. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely. All references to “including” shall be construed as meaning “including without limitation.” Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.

25.    Counterparts. The Grant Notice may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Delivery of an executed

Exhibit A-9

counterpart of the Grant Notice by facsimile or portable document format (.pdf) attachment to electronic mail shall be effective as delivery of a manually executed counterpart of the Grant Notice.

26.    Section 409A. Notwithstanding anything herein or in the Plan to the contrary, this Award is intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. Nevertheless, to the extent that the Committee determines that this Award is not exempt from Section 409A of the Code, then, if the Participant is deemed to be a “specified employee” within the meaning of Section 409A of the Code, as determined by the Committee, at a time when the Participant becomes eligible for settlement of the Earned Amount pursuant to this Agreement upon the Participant’s “separation from service” within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (a) the date that is six months following the Participant’s separation from service and (b) the Participant’s death. Notwithstanding the foregoing, the Company and its Affiliates make no representations that this Award is exempt from or compliant with Section 409A of the Code and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

[Remainder of Page Intentionally Blank]

Exhibit A-10

EXHIBIT B

PERFORMANCE GOAL FOR

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD

(COMPOUND ANNUALIZED TSR)

This Exhibit B to the Grant Notice contains the performance requirements and methodology applicable to this Award. Subject to the terms and conditions set forth in the Plan and the Agreement, the portion of the Target Amount subject to this Award, if any, that becomes the Earned Amount during the Performance Period will be determined in accordance with this Exhibit B. Capitalized terms used but not defined herein or in the Agreement shall have the same meaning assigned to them in the Plan.

1.    Performance Goal.

(a)    The Performance Goal applicable to this Award shall be cumulative compound, annualized total shareholder return (“Compound Annualized TSR”). Initially, total shareholder return (“TSR”) will be calculated as the quotient of (X plus Y) divided by Z, where:

•    “X” equals the difference between (i) the average closing price (the “ACP”) of a Share for the 20 consecutive trading days ending with the last trading day of the Performance Period, minus (ii) the ACP of a Share for the 20 consecutive trading days ending with the last trading day before the start of the Performance Period;

•    “Y” equals the cumulative amount of dividends and distributions declared in respect of a Share and having a record date during the Performance Period; and

•    “Z” equals the ACP of a Share for the 20 consecutive trading days ending with the last trading day before the start of the Performance Period.

The Company’s TSR will then be converted into a Compound Annualized TSR by determining the annual rate of return that would yield the TSR over the Performance Period as follows:

Compound Annualized TSR = (1 + TSR) ^ (1/N) – 1

N = Number of years in the Performance Period (which will equal 3, unless the calculation is determined as of the date of a Change in Control in connection with the Participant’s termination pursuant to Section 2(d) of the Agreement).

The Committee, in its sole discretion, will equitably adjust the Compound Annualized TSR calculation as necessary for stock splits or other stock dividends.

(b)    Example:

•    ACP of NOG common stock over the last 20 trading days of 202X = $30.00

•    Cumulative dividends paid for which a record date occurred during the performance period (1/1/202X+1 through 12/31/202X+3) = $5.00

•    ACP of NOG common stock over the last 20 trading days of 202X+3 = $38.00

•    TSR = ($38.00 – $30.00 + $5.00) / $30.00 = 43.33%

•    Compound Annualized TSR = (1 + 43.3%) ^ (1/3) – 1 = 12.75%

2.    Compound Annualized TSR. Subject to the satisfaction of the Service Requirement, the percentage of the Target Amount that becomes the Earned Amount will be determined in accordance with table set forth below. On the Payout Determination Date, the Committee, in its sole discretion, will review, analyze and certify the achievement of the Company’s Compound Annualized TSR by multiplying the Target Amount by the applicable

Exhibit B-1

multiplier set forth in the table below based on the Compound Annualized TSR calculated in accordance with this Exhibit B:

Performance Level	Compound Annualized TSR	Earned Amount - (Percentage of Target Amount Performance Vested)*
Maximum	≥ 16%	[166.67%
Target	12%	100%
Threshold	8%	33.33%
< Threshold	< 8%	0%]

*The percentage of the Target Amount that becomes the Earned Amount for performance between the threshold and target achievement levels or between the target and maximum achievement levels will be calculated using linear interpolation. For purposes of clarity, no portion of the Target Amount will become the Earned Amount if the Company does not attain at least the threshold level of Compound Annualized TSR performance for the Performance Period. Any portion of the Target Amount that does not become the Earned Amount in accordance with the Agreement, including this Exhibit B, and all rights arising from such Target Amount and from being a holder thereof will terminate automatically on the Payout Determination Date without further action by the Company and will terminate and be forfeited without further notice and at no cost to the Company.

3.    Additional Factors or Information Regarding Methodology. Consistent with the terms of the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the terms of the Plan or the Agreement, including this Exhibit B, shall be within the sole discretion of the Committee, and shall be final, conclusive, and binding upon all persons.

Exhibit B-2

EX-10.19

Exhibit 10.19

NORTHERN OIL AND GAS, INC.

AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN

PERFORMANCE-BASED SHARE APPRECIATION AWARD GRANT NOTICE

Pursuant to the terms and conditions of the Northern Oil and Gas, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Plan”), Northern Oil and Gas, Inc. (the “Company”) hereby grants to the individual listed below (“you” or the “Participant”) the following performance-based share appreciation award (this “Award”) set forth below in this Performance-Based Share Appreciation Award Grant Notice (this “Grant Notice”) in order to increase your equity investment in the Company to further align your interests as a senior leader of the Company with the economic interests of the Company’s shareholders. This Award is subject to the terms and conditions set forth herein, in the Performance-Based Share Appreciation Award Agreement attached hereto as Exhibit A (the “Agreement”) and in the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

Participant:	_____________________
Date of Grant:	(the “Date of Grant”).
Award Type and Description:	Other Stock-Based Award pursuant to Section 11 of the Plan. With respect to the Performance Period as defined below, your right to receive the number of Shares or cash, as applicable, calculated in accordance with Section 1(b) of the Agreement shall vest and become earned and nonforfeitable upon (i) your satisfaction of the “Service Requirement” set forth below and (ii) the Committee’s certification of the achievement of the Performance Goal (defined below). The amount payable in respect of the increase in value of the Company’s common stock (“Common Stock”) during the Performance Period upon satisfaction of the foregoing requirements and set forth on Exhibit B attached hereto is referred to herein as the “Earned Amount.”
Target Percentage of Total Pool:	_____% (the “Target Percentage”) of the Total Pool (defined below).
Total Pool:	The “Total Pool” for the Performance Period is the sum of the First Level Pool and the Second Level Pool, each as described in Exhibit B attached hereto.
Performance Period:	The period commencing as of January 1, 2023, and ending December 31, 2027 (the “Performance Period”).

Service Requirement:	Except as provided in Section 2 of the Agreement, the Service Requirement will be satisfied so long as you remain in continuous Service, as applicable, from the Date of Grant through the last day of the Performance Period; provided, that, the Award will be forfeited for no consideration if your employment is terminated by the Company for Cause between the last day of the Performance Period and the Payout Determination Date (as defined in the Agreement). Notwithstanding anything to the contrary in the Agreement, for purposes of the Award, unless the Company expressly agrees otherwise in writing, the date of termination of your employment with the Company will be the date that the Company delivers to you or receives from you, as applicable, a written notice of such termination; provided, that in the event of your resignation for Good Reason the date of termination of your employment will be your final date of employment with the Company. For purposes of this Grant Notice and the Agreement attached hereto as Exhibit A, “Service” means, prior to any written notice of termination, the provision of services by the Participant to the Company or any Affiliate in any Service Provider capacity. A Service Provider’s Service shall be deemed to have terminated either upon the earliest of (i) the delivery of a written notice of termination (other than for Good Reason, as described below), (ii) an actual cessation of providing services to the Company or any Affiliate or (iii) upon the entity to which the Service Provider provides services ceasing to be an Affiliate. Except as otherwise provided in this Grant Notice, the Agreement or the Plan, Service shall not be deemed terminated in the case of (w) your delivery of a notice of resignation for Good Reason; (x) any approved leave of absence; (y) transfers among the Company and any Affiliates in any Service Provider capacity; or (z) any change in status so long as the individual remains in the service of the Company or any Affiliate in any Service Provider capacity.
Performance Goal:	The “Performance Goal” for the Performance Period is based on the Company’s achievement of at least the Initial Return Target, as described in Exhibit B attached hereto.
Settlement:	The Earned Amount shall be settled in either cash, Shares, or a combination of cash and Shares, in each case in accordance with Section 4 of the Agreement.

By your signature below, you agree to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice. You acknowledge that you have reviewed the Agreement, the Plan and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan and this Grant Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee regarding any questions or determinations that arise under the Agreement, the Plan or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.

[Signature Page Follows]

2

IN WITNESS WHEREOF, the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, and the Participant has executed this Grant Notice, effective for all purposes as provided above.

NORTHERN OIL AND GAS, INC.

By:

Title:

Name:

PARTICIPANT

Name:

Signature Page to

Performance-Based Share Appreciation Award Grant Notice

EXHIBIT A

PERFORMANCE-BASED SHARE APPRECIATION AWARD AGREEMENT

This Performance-Based Share Appreciation Award Agreement (together with the Grant Notice to which this Agreement is attached and Exhibit B attached thereto, this “Agreement”) is made as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached by and between Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.

1.    Award.

(a)    In consideration of the Participant’s past and/or continued Service and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the Date of Grant, the Company hereby grants to the Participant the Target Percentage set forth in the Grant Notice on the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference as a part of this Agreement. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

(b)    This Award represents the right to receive the Earned Amount as set forth in Section 2, subject to the terms and conditions set forth in this Agreement and the Plan.

2.    Vesting and Forfeiture.

(a)    The Earned Amount in respect of the Target Percentage shall vest and become payable based on (i) the Participant’s satisfaction of the Service Requirement and (ii) the extent to which the Company has satisfied the Performance Goal set forth in the Grant Notice, which shall be determined by the Committee in its sole discretion as of the date the Committee certifies the level of achievement of the Performance Goal with respect to the Performance Period, which shall be no later than 30 days following the end of the Performance Period (the date of such certification, a “Payout Determination Date”).

(b)    In the event of the Participant’s Restrictive Covenant Breach (as defined below) or a termination of the Participant’s Service due to the Participant’s termination by the Company for Cause or by the Participant without Good Reason (as defined below), any portion of the Target Percentage or Earned Amount (if any) (and all rights arising from the Award or from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company.

(c)    Upon a termination of Participant’s Service due to the (i) termination by the Company without Cause, (ii) Participant’s resignation for Good Reason or (iii) Participant’s resignation due to Normal Retirement (as defined below), in each case (x) within twenty four (24) months following the first day of the Performance Period, any portion of the Earned Amount (if any) (and all rights arising from the Award or from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company, or (y) more than twenty-four (24) months following the first day of the Performance Period, a pro-rated portion of the Earned Amount will become vested at the end of the Performance Period based on and to the extent to which the Company has satisfied the Performance Goal set forth in the Grant Notice, which shall be determined by the Committee in its sole good faith discretion as of the Payout Determination Date, with such portion determined by multiplying the Earned Amount by a fraction, (A) the numerator of which equals the number of completed calendar months that the Participant was providing Services during the Performance Period and (B) the denominator of which equals the number of calendar months in the Performance Period (such payout, a “Pro-rated Performance Payout”).  Upon a termination of Participant’s Service due to the Participant’s death or Disability at any time during the Performance Period, a Pro-rated Performance Payout will become vested at the end of the Performance Period.

     For purposes of this Agreement, “Good Reason” has the meaning set forth in the Participant’s employment agreement or any other agreement governing the Participant’s service relationship with the Company or, in the absence of such agreement or the use of such term in such agreement, means any one of the following without the Participant’s prior written consent: (i) a material diminution of the Participant’s authority or duties (including, without limitation, (1) the continuous assignment to the Participant of any duties materially inconsistent with the Participant’s position with the Company, or (2) a material diminution in the nature or status of the Participant’s responsibilities); provided, however, that in no event will the Board’s strategic determination that the financial condition of the Company warrants a reduction in M&A activity, expenditures or capital allocations be considered a diminution in responsibility or authority for this purpose; (ii) the Company effects a material diminution of the

Exhibit A-1

Participant’s base compensation, unless such diminution is pursuant to a reduction of no more than twenty-five percent (25%) applied consistently (on a percentage basis) across-the-board to all senior executive officers of the Company; (iii) the removal of the Participant from the Participant’s current position with the Company, (iv) any requirement that the Participant, without the Participant’s prior written consent, move the Participant’s regular office to a location more than 100 miles from the Company’s current offices in Minnetonka, MN; or (v) any material breach by the Company of any employment agreement between the Company and the Participant or any other material agreement in writing between the Participant and the Company. Notwithstanding the foregoing, no event or condition described above shall constitute Good Reason unless, (i) within 90 days following the Participant’s actual knowledge of the event which the Participant determines constitutes Good Reason, the Participant notifies the Company in writing that the Participant has determined a Good Reason exists and specifies the event creating Good Reason, (ii) following receipt of such notice, the Company fails to remedy such event within 30 days, and (iii) the Participant terminates employment with the Company immediately following the expiration of such 30-day period. Both conditions must be met for the Participant to have a Good Reason to terminate the Participant’s employment.

    For purposes of this Agreement, “Normal Retirement” has the meaning set forth in the Participant’s employment agreement or any other agreement governing the Participant’s service relationship with the Company or, in the absence of such agreement or the use of such term in such agreement, means the termination of the Participant’s Service due to the Participant’s voluntary retirement on or after the date that the Participant attains age fifty-five (55) and the attainment of ten (10) years of Service, and at a time when no grounds for termination for Cause exist.

For purposes of this Agreement, “Restrictive Covenant Breach” means, as determined in the Board’s sole good faith discretion, the Participant’s breach of any provision set forth in Sections 11 or 12 hereof, of any other restrictive covenant obligations set forth in any agreement between the Participant and the Company or any of its Affiliates or any notice obligations set forth in an employment agreement with the Company or any of its Affiliates.

(d)    Notwithstanding Section 2(c) above, upon the termination of the Participant’s Service due to the Participant’s (i) death or Disability, (ii) termination by the Company without Cause, or (iii) resignation for Good Reason, in each case on or within twenty-four (24) months following a Change in Control, the Award shall immediately vest and become the Earned Amount based on the extent to which the Company has satisfied the Performance Goal set forth in the Grant Notice as of the date of the Change in Control.

(e)    Except as otherwise provided in this Section 2, any rights with respect to the Award will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company.

3.    Adjustments for Changes in Capitalization. Consistent with the Plan, in the event of any equity restructuring (within the meaning of FASB ASC Topic 718) that causes the per share value of Shares to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, the Committee shall make such adjustments as it deems equitable and appropriate to the number and kind of Shares or other securities subject to this Award as well as the terms of the Performance Goal. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of the Participant. In either case, any such adjustment shall be conclusive and binding for all purposes of the Plan. 

4.    Payment or Settlement of this Award. As soon as administratively practicable following the Committee’s certification of the level of attainment of the Performance Goal on the Payout Determination Date, but in no event later than 15 days following the Payout Determination Date, the Company shall deliver to the Participant (a) an amount in cash equal to the Earned Amount, (b) a number of Shares equal to the Earned Amount, with the number of Shares measured based on the Trailing 20-Day Average Price (as defined in Exhibit A) as of the last trading day of the Performance Period and rounded (to the nearest whole number), or (c) a combination of cash and Shares, with such method of payment or settlement determined by the Committee in its sole discretion. Neither this Section 4 nor any action taken pursuant to or in accordance with this Agreement shall be construed to create a trust or a funded or secured obligation of any kind.

5.    Tax Withholding. To the extent that the receipt, vesting or settlement of this Award results in compensation income or wages to the Participant for federal, state, local and/or foreign tax purposes, the Company or an Affiliate may withhold and deduct from any amounts otherwise payable to the Participant in settlement of the Earned Amount hereunder any federal, state, local and/or foreign taxes as may be required pursuant to any law or governmental regulation or rules. In the discretion of the Committee, withholding may be satisfied by Share withholding, with the amount of tax liability determined based on a rate up to the maximum tax rate applicable to the Participant. The Participant acknowledges and agrees that none of the Board, the Committee, the Company or an

Exhibit A-2

Affiliate have made any representation or warranty as to the tax consequences to the Participant as a result of the receipt, vesting or settlement of this Award pursuant to this Agreement. The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of this Award and that the Participant has been advised, and hereby is advised, to consult a tax advisor. The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or an Affiliate or any of their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.

6.    Non-Transferability. During the lifetime of the Participant, no portion of this Award or any interest or right therein may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution. Neither this Award nor any interest or right therein shall be liable for the debts, contracts or engagements of the Participant or the Participant’s successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

7.    Compliance with Applicable Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of Shares hereunder will be subject to compliance with all applicable requirements of applicable law with respect to such securities and with the requirements of any stock exchange or market system upon which the Shares may then be listed. No Shares will be issued hereunder if such issuance would constitute a violation of any applicable law or regulation or the requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, Shares will not be issued hereunder unless (a) a registration statement under the Securities Act is in effect at the time of such issuance with respect to the Shares to be issued or (b) in the opinion of legal counsel to the Company, the Shares to be issued are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of any Shares hereunder will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance of Shares hereunder, the Company may require the Participant to satisfy any requirements that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company.

8.    Rights as a Stockholder. The Participant shall have no rights as a stockholder of the Company with respect to any Shares that may become deliverable hereunder unless and until the Participant has become the holder of record of such Shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such Shares, except as otherwise specifically provided for in the Plan or this Agreement.

9.    Execution of Receipts and Releases. Any issuance or transfer of cash, Shares or other property to the Participant or the Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such Person hereunder. As a condition precedent to such settlement or issuance upon a Participant’s termination of Service, the Company may require the Participant or the Participant’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt therefor in such form as it shall determine appropriate; provided, however, that any review period under such release will not modify the date of settlement with respect to the Earned Amount.

10.    No Right to Continued Service or Awards. For purposes of this Agreement, the Participant shall be considered to be in the employment of the Company until such time the Company (or an Affiliate, or a corporation or other entity, or a parent or subsidiary of such corporation or other entity assuming or substituting a new award for the Award) or the Participant delivers a notice of termination as described therein or, in the case of a resignation for Good Reason, the Participant actually terminates employment following a resignation for Good Reason. Without limiting the scope of the preceding sentence, it is specifically provided that the Participant shall be considered to have terminated employment with the Company or an Affiliate at the time such entity or other organization that employs the Participant ceases to be considered an Affiliate within the meaning of that term as provided in the Plan such that, immediately following the termination of such “Affiliate” status, the Participant is no longer employed by the Company or an Affiliate. Nothing in the adoption of the Plan, nor the grant of this Award thereunder pursuant to this Agreement, shall confer upon the Participant the right to continued employment by, or a continued service relationship with, the Company or an Affiliate, or any other entity, or affect in any way the right of the Company or any such Affiliate, or any other entity to terminate such employment or other service relationship at any time. Any question as to whether and when there has been a termination of the Participant’s employment with the Company or an Affiliate or other entity, and the cause of such termination, shall be determined by the Committee, and its determination shall be final and binding on all parties. The grant of this Award is a one-time

Exhibit A-3

benefit and does not create any contractual or other right to receive a grant of Awards or benefits in lieu of Awards in the future. Any future Awards will be granted at the sole discretion of the Company.

(a)    Except as expressly permitted by this Agreement, the Participant shall not disclose any Confidential Information to any person or entity and shall not use any Confidential Information except for the benefit of the Company. The Participant acknowledges and agrees that the Participant would inevitably use and disclose Confidential Information in violation of this Section 11 if the Participant were to violate any of the covenants set forth in Section 12. The Participant shall follow all Company policies and protocols regarding the security of all documents and other materials containing Confidential Information (regardless of the medium on which Confidential Information is stored). Except to the extent required for the performance of the Participant’s duties on behalf of the Company, the Participant shall not remove from facilities of the Company any information, property, equipment, drawings, notes, reports, manuals, invention records, computer software, customer information, or other data or materials that relate in any way to the Confidential Information, whether paper or electronic and whether produced by the Participant or obtained by the Company. The covenants of this Section 11(a) shall apply to all Confidential Information, whether now known or later to become known to the Participant during the period that the Participant is employed by or affiliated with the Company.

(b)    Notwithstanding any provision of Section 11(a) to the contrary, the Participant may make the following disclosures and uses of Confidential Information:

(i)    disclosures to other employees, officers or directors of the Company who have a need to know the information in connection with the business of the Company;

(ii)    disclosures to customers and suppliers when, in the reasonable and good faith belief of the Participant, such disclosure is in connection with the Participant’s performance of the Participant’s duties under this Agreement and is in the best interests of the Company;

(iii)    disclosures and uses that are approved in writing by the Board [or the Chief Executive Officer of the Company]; or

(iv)    disclosures to a person or entity that has (x) been retained by the Company to provide services to the Company and (y) agreed in writing to abide by the terms of a confidentiality agreement.

(c)    Upon request of the Company, the Participant shall promptly and permanently surrender and deliver to the Company all documents (including electronically stored information) and all copies thereof and all other materials of any nature containing or pertaining to all Confidential Information and any other Company property (including any Company-issued computer, mobile device or other equipment) in the Participant’s possession, custody or control and the Participant shall not retain any such documents or other materials or property of the Company. Within ten (10) days of any such request, the Participant shall certify to the Company in writing that all such documents, materials and property have been returned to the Company.

(d)    “Confidential Information” means all confidential, competitively valuable, non-public or proprietary information that is conceived, made, developed or acquired by or disclosed to the Participant (whether conveyed orally or in writing), individually or in conjunction with others, during the period that the Participant is employed by or otherwise affiliated with the Company (whether during business hours or otherwise and whether on the Company’s premises or otherwise) including: (i) technical information of the Company, its Affiliates, its investors, customers, vendors, suppliers or other third parties, including computer programs, software, databases, data, ideas, know-how, formulae, compositions, processes, discoveries, machines, inventions (whether patentable or not), designs, developmental or experimental work, techniques, improvements, work in process, research or test results, original works of authorship, training programs and procedures, diagrams, charts, business and product development plans, and similar items; (ii) information relating to the Company’s businesses or properties, products or services (including all such information relating to corporate opportunities, operations, future plans, methods of doing business, business plans, strategies for developing business and market share, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or acquisition targets or their requirements, the identity of key contacts within customers’ organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks) or pursuant to which the Company owes a confidentiality obligation; and (iii) other valuable, confidential information and trade secrets the Company, its Affiliates, its customers or other third parties including, but not limited to, type curves, well performance algorithms, equations to simulate investment underwriting, proprietary geological analysis and relevant data. Moreover, all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voice mail, electronic databases, maps, drawings, architectural renditions, models and all other writings or materials of any type including or embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other

Exhibit A-4

similar forms of expression are and shall be the sole and exclusive property of the Company and be subject to the same restrictions on disclosure applicable to all Confidential Information pursuant to this Agreement. For purposes of this Agreement, Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of a disclosure or wrongful act of the Participant or any of the Participant’s agents; (B) was available to the Participant on a non-confidential basis before its disclosure by the Company; (C) becomes available to the Participant on a non-confidential basis from a source other than the Company; provided, however, that such source is not bound by a confidentiality agreement with, or other obligation with respect to confidentiality to, the Company; or (D) is required to be disclosed by applicable law.

(e)    Notwithstanding the foregoing, nothing in this Agreement or in any other agreement between the Participant and the Company shall prohibit or restrict the Participant from lawfully: (i) making any disclosure of relevant and necessary information or documents in any action, investigation, or proceeding relating to this Agreement, or as required by law or legal process, including with respect to possible violations of law, (ii) participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information to, any governmental agency, legislative body or any self-regulatory organization, including, but not limited to, the Department of Justice, the SEC, the Congress, and any agency Inspector General, (iii) accepting any SEC Awards, or (iv) making other disclosures under the whistleblower provisions of federal law or regulation. In addition, nothing in this Agreement or any other agreement or Company policy prohibits or restricts the Participant from initiating communications with, or responding to any inquiry from, any administrative, governmental, regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation. The Participant does not need the prior authorization of the Company to make any such reports or disclosures and the Participant will not be required to notify the Company that such reports or disclosures have been made. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and (2) solely for the purpose of reporting or investigating a suspected violation of law; (B) is made to the individual’s attorney in relation to a lawsuit for retaliation against the individual for reporting a suspected violation of law; or (C) is made in a complaint or other document filed in a lawsuit or proceeding, if such filing is made under seal. Nothing in this Agreement requires the Participant to obtain prior authorization before engaging in any conduct described in this paragraph, or to notify the Company that the Participant has engaged in any such conduct.

12.    Non-Competition; Non-Solicitation; Non-Disparagement. In consideration for the grant of equity incentive Award represented by this Agreement, and as an equity owner of the Company, the Participant agrees that the Participant will not directly or indirectly, as an employee, officer, director, shareholder, proprietor, agent, partner, recruiter, consultant, independent contractor or in any other individual or representative capacity engage in any of the Restricted Activities in any area within which the Company conducts or is pursuing Company Business, unless such Restricted Activity has previously been approved in writing by the Board after the Participant has provided the Board with full written disclosure of the relevant facts.

(a)    “Restricted Period” means, during the period commencing on the Date of Grant and continuing until the earlier of (i) eighteen (18) months following the termination of the Participant's rights to participate in potential payouts under this Agreement, regardless of the reason for such termination or (ii) eighteen (18) months following the delivery of a written notice of termination of Participant’s service.

(b)    “Restricted Activities” means and includes the following:

(i)    Conducting, engaging or participating, directly or indirectly, as an employee, agent, independent contractor, consultant, advisor, partner, shareholder, investor, lender, underwriter or in any other similar capacity, in any business that directly competes with any part of the Company Business (as defined below); provided, however, that for purposes of this Section 12(b)(i) only, the term Company Business shall be narrowly construed and geographically limited to the states of Ohio, North Dakota, South Dakota, Montana, Texas, New Mexico and Pennsylvania or any other shale play in which the Company conducts Company Business, or any other state in which the Company conducts activities outside of oil and gas as part of the Company Business or has taken material steps in preparation to conduct (and at such time reasonably expects to conduct) Company Business as of the date of termination of Participant’s Service with the Company;

(ii)    Recruiting, hiring, and/or attempting to recruit or hire, directly or by assisting others, any other employee, temporary or permanent contract, part time or full time of the Company or otherwise soliciting any other employee of the Company for any purposes that would directly or indirectly interfere or conflict with the other employee’s employment by the Company. For purposes of this covenant any “other employee” shall refer to employees who provide services to the Company and who are still actively employed by the Company at the time of the attempted recruiting or hiring, or were so employed at any time within six (6) months prior to the time of such attempted recruiting or hiring;

Exhibit A-5

(iii)    Using, disclosing, publishing, copying, distributing or communicating any Confidential Information and Trade Secrets (as defined below) to, or for the use or benefit of the Participant or any other person or entity other than the Company; and

(iv)    Directly or indirectly interfering with the Company’s relationship with any person or entity who, on the date of the Participant’s termination of employment or during the eighteen (18)-month period immediately preceding such date of termination, is a customer, shareholder, investor, creditor, client, or vendor or Affiliate thereof.

(c)    The Participant agrees that at no time during the Participant’s potential participation in payments pursuant to the Agreement or other ownership of an equity interest in the Company or thereafter shall the Participant make, or cause or assist any other person to make, any statement or other communication to any third party which impugns or attacks, or is otherwise critical of, the reputation, business or character of the Company or its Affiliates or any of its respective directors, officers or employees. Similarly, the Company agrees that at no time following the termination of the Participant’s employment shall the Board or the Company’s executive officers (as defined in Section 16 of the Exchange Act) make, cause or assist any other person to make, any statement or other communication to any third party which impugns or attacks, or is otherwise critical of, the reputation, performance or character of the Participant. However, the foregoing shall not apply to: (i) any person’s statements as a witness in a legal proceeding (as may be ordered by any regulatory agency or court or as otherwise required by law), or (ii) as may be necessary for either party to prosecute any claims relating to the enforcement of this Agreement.

(d)    The Company and the Participant acknowledge that the provisions contained in this Section 12 shall not prevent the Participant or the Participant’s Affiliates from owning solely as an investment, directly or indirectly, securities of any publicly traded corporation engaged in the Company’s Business if the Participant and the Participant’s Affiliates do not, directly or indirectly, beneficially own in the aggregate more than five percent (5%) of all classes of outstanding equity securities of such entity.

(e)    The Participant and the Company agree that the limitations as to time and scope of activity to be restrained are reasonable and do not impose a greater restraint on the Participant than is necessary to protect the property rights and other business interests of Company.

(f)    During the Participant’s potential participation in payments pursuant to the Agreement or other ownership of an equity interest in the Company and thereafter, the Participant shall reasonably cooperate with the Company in any internal inquiry or investigation or administrative, regulatory, or judicial proceeding as reasonably requested by the Company (including, without limitation, the Participant being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information, and turning over to the Company all relevant documents that are or may come into the Participant’s possession, all at times and on schedules that are reasonably consistent with the Participant’s other permitted activities and commitments).

13.    For purposes of this Agreement, the following definitions apply:

(a)    “Company Business” shall mean, except as otherwise provided in Section 12(b)(i), the acquisition, exploration, and development of properties containing oil and natural gas resources for purposes of oil and natural gas production, including minority investment strategies, or other business activities that the Company conducts or has taken material steps in preparation to conduct (and reasonably expects to conduct) at the time of termination; provided, however, that, for so long as the Company does not have any operated oil and gas assets and has not undertaken affirmative steps to engage in operated oil and gas activities, Participant shall not be prohibited from working for businesses that primarily focus on operated oil and gas activities provided the Participant does not engage in or provide services with respect to any non-operated oil and gas investments.

(b)    “Confidential Information and Trade Secrets” may be written, verbal or recorded by electronic, magnetic or other methods, whether or not expressly identified as “Confidential” by the Company, and includes, but is not limited to, the following information and materials:

(i)    Financial information of any kind pertaining to the Company, including, without limitation, information about the profit margins, profitability, pricing, income and expenses of the Company or any of its products or lines of business and also including, without limitation, any and all information and records relating to the Company’s contracts or transactions with, or charges, prices or sales to, its customers, including invoices, proposals, confirmations, bills of ladings, statements, accounting records, bids, payment records or any other information or documents regarding amounts charged to or paid by customers, for any products or services which form any part of the Company Business;

Exhibit A-6

(ii)    All information about and all communications received from, sent to or exchanged between the Company and any person or entity which has purchased, licensed, exchanged or otherwise entered into a transaction with the Company, or to which the Company has made a proposal with respect to the purchase, sale, license, exchange or other transaction involving any component, products or services which form any part of the Company Business;

(iii)    All of the Company’s technical data and any information pertaining to the Company Business, including, by way of example, research and development, scientific studies or analyses, details or training methods, and oil and gas technology;

(iv)    All customer contact information, which includes information about the identity and location of individuals with decision-making authority at the customer and the particular preferences, needs or requirements of the customer, or such individual, with respect to any of the products, goods, services or equipment which comprise any part of the Company Business, and all information about the particular needs or requirements of a customer based on its geographical, economic or other factors; and

(v)    Employee lists, phone numbers and addresses, pay rates, benefits and compensation packages, training programs and manuals, and other confidential information regarding the Company’s personnel.

(vi)    Notwithstanding the foregoing, “Confidential Information,” for purposes of this Agreement, shall not extend to any information: (A) that is or becomes in the public domain through no wrongful act or fault of the Participant; (B) that was already known to the Participant prior to employment with the Company; (C) that is obtained by the Participant from a third party who is not under a duty of nondisclosure owed to the Company; (D) to which the Participant would not otherwise have access by virtue of the Participant’s employment or other service relationship with the Company and was independently developed by the Participant without any use of or reliance on any information that, without giving effect to this clause, would be considered Confidential Information and Trade Secrets of the Company; or (E) is required to be disclosed by law; provided, however, that prior to such disclosure the Participant shall deliver timely notice to the Company of such required disclosure and assist the Company in seeking protective relief thereof.

14.    Legal and Equitable Remedies. The Participant acknowledges that a violation or attempted breach of any of the Participant’s covenants and agreements in this Agreement (including, without limitation, Sections 11 and 12) will cause such damage as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law, and accordingly, the parties hereto agree that the Company and an Affiliate shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining the Participant or the affiliates, partners or agents of the Participant from such breach or attempted violation of such covenants and agreements, as well as to recover from the Participant any and all costs and expenses sustained or incurred by the Company or an Affiliate in obtaining such an injunction, including reasonable attorneys’ fees. The parties to this Agreement agree that no bond or other security shall be required in connection with such injunction. Any exercise by either of the parties to this Agreement of its rights pursuant to this Section 14 shall be cumulative and in addition to any other remedies to which such party may be entitled. As an actual and potential equity owner of the Company, a corporation incorporated under the laws of Delaware, the Participant acknowledges and agrees that the covenants set forth in Section 11 and 12 are a necessary condition and appropriate consideration for the receipt of the opportunity to participate in additional equity interests in the Company pursuant to this Agreement. Accordingly, should the provisions of Section 11 or 12 be deemed unenforceable as written in a contested proceeding to which the Company and the Participant are a party, the Participant acknowledges and agrees that the rights to receive payment of cash or shares pursuant this Agreement will be null and void, and the Participant will be required to repay to the Company on demand the after-tax value of any shares or cash previously delivered in satisfaction of the Company’s obligations pursuant to this Agreement. In addition, in the event of a Restrictive Covenant Breach, no additional amount of cash or shares otherwise payable under this Agreement after the date of such breach will be payable, and all future rights to payments under this Agreement will be canceled automatically.

15.    Notices. All notices and other communications under this Agreement shall be in writing and shall be delivered to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company, unless otherwise designated by the Company in a written notice to the Participant (or other holder):

Exhibit A-7

Northern Oil and Gas, Inc.
Attn: Chief Legal Officer

4350 Baker Road, Suite 400

Minnetonka, Minnesota 55343

    If to the Participant, at the Participant’s last known address on file with the Company.

Any notice that is delivered personally or by overnight courier or telecopier in the manner provided herein shall be deemed to have been duly given to the Participant when it is mailed by the Company or, if such notice is not mailed to the Participant, upon receipt by the Participant. Any notice that is addressed and mailed in the manner herein provided shall be conclusively presumed to have been given to the party to whom it is addressed at the close of business, local time of the recipient, on the fourth day after the day it is so placed in the mail.

16.    Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, the Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, grant or award notifications and agreements, account statements and all other forms of communications) in connection with this and any other Award made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet to which the Participant has access. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that the Participant’s electronic signature is the same as, and shall have the same force and effect as, the Participant’s manual signature.

17.    Corporate Acts. The existence of this Award shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger, consolidation or other business combination of the Company, any issue of debt or equity securities, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

18.    Entire Agreement; Amendment. This Agreement, together with the Plan, constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to this Award; provided, however, that (a) the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any employment, consulting and/or severance agreement between the Company (or an Affiliate or other entity) and the Participant in effect as of the date a determination is to be made under this Agreement; and (b) if the Participant has entered into any written agreement with the Company or an Affiliate regarding the arbitration of disputes (including as part of an employment agreement) (such agreement, an “Arbitration Agreement”), then this Agreement shall be subject to the dispute resolution procedures set forth in the Arbitration Agreement. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that adversely affects the rights of the Participant shall be effective only if it is in writing and signed by both the Participant and an authorized officer of the Company.

19.    Severability and Waiver. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect. In the event that any provision in this Agreement is held to be unenforceable by a court of competent jurisdiction because it exceeds the maximum time, geographical, or occupational limitations permitted by applicable law, then such provision(s) shall be and hereby are reformed to the maximum time, geographical, and occupational limitations as may be permitted by applicable law. Waiver by any party of any breach of this Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right. The failure of any party to take action by reason of such breach or to exercise any such right shall not deprive the party of the right to take action at any time while or after such breach or condition giving rise to such rights continues.

20.    Clawback. Notwithstanding any provision in this Agreement or the Plan to the contrary, to the extent required by (a) applicable law, including the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any SEC rule or any applicable securities exchange listing standards (a “Legal Requirement”) and/or (b) any policy that may be adopted or amended by the Board from time to time to the extent

Exhibit A-8

required to comply with such Legal Requirement, all settlements in respect of this Award shall be subject to forfeiture, recoupment and/or cancellation to the extent necessary to comply with such Legal Requirement. In addition, in the event of a Restrictive Covenant Breach, in addition to any remedies set forth in Section 14 or as otherwise allowed by law, the Participant will be required to repay to the Company on demand the after-tax value of any shares or cash previously delivered in satisfaction of the Company’s obligations pursuant to this Agreement within the twelve (12) months prior to the date of the Restrictive Covenant Breach.

21.    Arbitration. Other than as set forth in Section 14, any dispute, controversy, or claim between the Participant, on the one hand, and the Company, on the other hand, arising out of, under, pursuant to, or in any way relating to the Participant’s employment or other service relationship with the Company, including, without limitation, this Agreement, shall be submitted to and resolved by confidential and binding arbitration (“Arbitration”) administered by JAMS and conducted pursuant to its Employment and Arbitration Rules & Procedures then in effect. The Arbitration hearing shall take place in Harris County, Texas (or such other location agreed to by the parties). Such Arbitration shall be before three (3) neutral arbitrators (the “Panel”) licensed to practice law and familiar with employment disputes. Any award rendered in any Arbitration shall be final and binding upon the parties to the Arbitration and not subject to judicial review except as required by law. The Panel may enter a default decision against any party who fails to participate in the Arbitration. The administration fees and expenses of the Arbitration shall be borne by the parties in accordance with and pursuant to JAMS’ Employment and Arbitration Rules & Procedures then in effect. To submit a matter to Arbitration, the party seeking redress shall notify in writing, the party against whom such redress is sought, describe the nature of such claim, the provision of this Agreement that has been allegedly violated and the material facts surrounding such claim. The Panel shall render a single written, reasoned decision. The decision of the Panel shall be binding upon the parties to the Arbitration, and after the completion of such Arbitration, the parties to the Arbitration may only institute litigation regarding this Agreement for the sole purpose of enforcing the determination of the Arbitration hearing or, with respect to the Company, to seek injunctive or equitable relief pursuant to the terms of Section 14. The Panel shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of the agreement to arbitrate, including any claim that all or part of this Agreement is void or voidable and any claim that an issue is not subject to arbitration. All proceedings conducted pursuant to the agreement to arbitrate, including any order, decision or award of the arbitrator, shall be kept confidential by all parties except to the extent such disclosure is necessary to any legal proceeding, required by law, or in a proceeding to enforce any rights under this Agreement. The Participant acknowledges that, by signing this Agreement, the Participant is waiving any right that the Participant may have to a jury trial or a court trial related to this Agreement.

22.    Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN, EXCLUSIVE OF THE CONFLICT OF LAWS PROVISIONS OF DELAWARE LAW.

23.    Successors and Assigns. The Company may assign any of its rights under this Agreement without the Participant’s consent. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the Person(s) to whom this Award may be transferred by will or the laws of descent or distribution.

24.    Headings; References; Interpretation. Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. Any and all Exhibits, Annexes or Attachments referred to in this Agreement, including, for the avoidance of doubt, the Grant Notice and Exhibit B attached thereto, are, by such reference, incorporated herein and made a part hereof for all purposes. Unless the context requires otherwise, all references to laws, regulations, contracts, agreements and instruments refer to such laws, regulations, contracts, agreements and instruments as they may be amended from time to time, and references to particular provisions of laws or regulations include a reference to the corresponding provisions of any succeeding law or regulation. Unless otherwise specified, all references to “dollars” or “$” in this Agreement refer to United States dollars. The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Agreement, including, for the avoidance of doubt, the Grant Notice and Exhibit B attached thereto, and not to any particular provision hereof. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely. All references to “including” shall be construed as meaning “including without limitation.” Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.

Exhibit A-9

25.    Counterparts. The Grant Notice may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of the Grant Notice by facsimile or portable document format (.pdf) attachment to electronic mail shall be effective as delivery of a manually executed counterpart of the Grant Notice.

26.    Section 409A. Notwithstanding anything herein or in the Plan to the contrary, this Award is intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. Nevertheless, to the extent that the Committee determines that this Award is not exempt from Section 409A of the Code, then, if the Participant is deemed to be a “specified employee” within the meaning of Section 409A of the Code, as determined by the Committee, at a time when the Participant becomes eligible for settlement of the Earned Amount pursuant to this Agreement upon the Participant’s “separation from service” within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (a) the date that is six months following the Participant’s separation from service and (b) the Participant’s death. Notwithstanding the foregoing, the Company and its Affiliates make no representations that this Award is exempt from or compliant with Section 409A of the Code and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

[Remainder of Page Intentionally Blank]

Exhibit A-10

EXHIBIT B

PERFORMANCE GOAL FOR

PERFORMANCE-BASED SHARE APPRECIATION AWARD

This Exhibit B to the Grant Notice contains the performance requirements and methodology applicable to this Award. Subject to the terms and conditions set forth in the Plan and the Agreement, the calculation of the Earned Amount during the Performance Period will be determined in accordance with this Exhibit B. Capitalized terms used but not defined herein or in the Agreement shall have the same meaning assigned to them in the Plan.

1.    Performance Goal. The Performance Goal applicable to this Award shall be based on an increase in the Company’s Final Adjusted Market Capitalization (as defined below) relative to its Initial Market Capitalization (as defined below).

(a)    “Initial Market Capitalization” will equal the number of shares (“Shares”) of Common Stock outstanding at the beginning of the Performance Period multiplied by the price per Share, measured based on the average of the closing price of the Common Stock on the New York Stock Exchange for the 20 consecutive trading days (“Trailing 20-Day Average Price”) ending with the last trading day before the Performance Period.

(b)    “Final Adjusted Market Capitalization” will equal:

(i)    the number of Shares outstanding at the end of the Performance Period multiplied by the price per Share, measured based on the Trailing 20-Day Average Price ending with the last trading day of the Performance Period (the “Final Price”); plus

(ii)    any dividends declared that have a Record Date during the Performance Period; plus

(iii)    the Company’s gain (or minus the Company’s loss) on repurchases of Common Stock during the Performance Period, calculated as (a) the number of Shares repurchased during the Performance Period, multiplied by the Final Price, minus (b) the actual consideration paid by the Company for repurchases of Common Stock during the Performance Period; minus

(iv)    the repurchase and conversion adjustments, which will equal the sum of: (a) the value of any Common Stock issued for cash consideration (determined based on the actual price received for such Common Stock), (b) the value of any Common Stock issued as consideration in an acquisition or other transaction or upon conversion of, or in exchange for, preferred stock or debt of the Company (determined based on the Trailing 20-Day Average Price ending with the last trading day before the date of issuance of such Common Stock), but without any adjustment for stock issued pursuant to any Company equity incentive plan, and (c) the value of any Common Stock issued upon exercise of, or in exchange for, warrants of the Company (determined based on the Trailing 20-Day Average Price ending with the last trading day before the date of issuance of such Common Stock) less the warrant exercise price or other cash received by the Company in connection with such exercise or exchange; in each case, to the extent occurring during the Performance Period.

See Attachment A for an illustrative example calculation of Adjusted Market Capitalization.

2.    Calculation of the Earned Amount. On the Payout Determination Date, the Committee, in its sole discretion, will review, analyze and certify the Final Adjusted Market Capitalization relative to the Initial Market Capitalization and, based on any such increase, the Earned Amount, calculated as the sum of the amounts calculated pursuant to clauses (a) and (b) below, will become payable, subject to the satisfaction of the Service Requirement:

(a)    If the Final Adjusted Market Capitalization represents a compound, annualized rate of return of at least 11.6% (the value representing such return, the “First Return Target”) during the Performance Period, the Earned Amount pursuant to this clause (a) will be equal to the product of (i) the Target Percentage multiplied by (ii) the First Level Pool (as defined below).

(b)    If the Final Adjusted Market Capitalization exceeds the First Return Target, then the Earned Amount pursuant to this clause (b) will equal to the product of (i) the Target Percentage multiplied by (ii) Second Level Pool (as defined below), provided that for purposes of this calculation, the Final Adjusted Market Capitalization will be capped at the amount that would result in a compound, annualized rate of return of 16.8% during the Performance Period.

Exhibit B-1

For purposes of clarity, the Earned Amount will be zero if the Final Adjusted Market Capitalization does not equal the First Return Target. Except as expressly set forth above, the Award and all rights from being a holder thereof will terminate automatically on the Payout Determination Date without further action by the Company and will terminate and be forfeited without further notice and at no cost to the Company.

3.    Calculation of the Total Pool. The Total Pool applicable to this Award is calculated as the sum of (a) 1.5% multiplied by the difference between Final Adjusted Market Capitalization and Initial Market Capitalization, capped at $30 million (the “First Level Pool”) plus (b) 1.25% multiplied by the difference between the Final Adjusted Market Capitalization and the First Return Target, capped at $15 million (the “Second Level Pool”).

4.    Change in Control. In the event of a Change in Control, the Compensation Committee will evaluate the Company’s actual compound, annualized rate of return at the Change in Control date based on the value realized in the Change in Control to determine whether the First Return Target (as adjusted for the date of the Change in Control) has been met and will determine whether the First Level Pool will be funded and the size of the Second Level Pool.

5.    Additional Factors or Information Regarding Methodology. Consistent with the terms of the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the terms of the Plan or the Agreement, including this Exhibit B, shall be within the sole discretion of the Committee, and shall be final, conclusive, and binding upon all persons.

Exhibit B-2

ATTACHMENT A

EXAMPLE CALCULATION:

ADJUSTED MARKET CAPITALIZATION

FOR ILLUSTRATIVE PURPOSES ONLY

Attachment A-1

EX-10.20

Exhibit 10.20

NORTHERN OIL AND GAS, INC.

AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN

RESTRICTED STOCK AWARD GRANT NOTICE

    Pursuant to the terms and conditions of the Northern Oil and Gas, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Plan”), Northern Oil and Gas, Inc. (the “Company”) hereby grants to the individual listed below (“you” or the “Participant”) the following restricted stock award (this “Award”) set forth below in this Restricted Stock Award Grant Notice (this “Grant Notice”) in order to increase your equity investment in the Company to further align your interests as a senior leader of the Company with the economic interests of the Company’s shareholders. This Award is subject to the terms and conditions set forth herein, in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Agreement”) and in the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

Participant:	_____________________
Date of Grant:	(the “Date of Grant”).
Award Type and Description:	Restricted Stock Award pursuant to Section 9 of the Plan.
Number of Shares of Restricted Stock:	_____________________ (the “Restricted Shares”).
Vesting Schedule:	The Restricted Shares will vest in equal annual installments on each of the first four (4) anniversaries of the Date of Grant, subject to the Participant’s continued Service through each applicable vesting date, except as provided in Section 2 of the Agreement.
Service Requirement:	Except as provided in Section 2 of the Agreement, the Service Requirement will be satisfied so long as you remain in continuous Service from the Date of Grant through each applicable vesting date; provided, that, any unvested portion of the Award will be forfeited for no consideration if your employment is terminated by the Company for Cause. Notwithstanding anything to the contrary in the Agreement, for purposes of the Award, unless the Company expressly agrees otherwise in writing, the date of termination of your employment with the Company will be your final date of employment with the Company. For purposes of this Grant Notice and the Agreement attached hereto as Exhibit A, “Service” means, prior to any written notice of termination, the provision of services by the Participant to the Company or any Affiliate in any Service Provider capacity. A Service Provider’s Service shall be deemed to have terminated either upon the earliest of (i) an actual cessation of providing services to the Company or any Affiliate or (ii) upon the entity to which the Service Provider provides services ceasing to be an Affiliate. Except as otherwise provided in this Grant Notice, the Agreement or the Plan, Service shall not be deemed terminated in the case of (x) any approved leave of absence; (y) transfers among the Company and any Affiliates in any Service Provider capacity; or (z) any change in status so long as the individual remains in the service of the Company or any Affiliate in any Service Provider capacity.

By your signature below, you agree to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice. You acknowledge that you have reviewed the Agreement, the Plan and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan and this Grant Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee regarding any questions or determinations that arise under the Agreement, the Plan or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, and the Participant has executed this Grant Notice, effective for all purposes as provided above.

NORTHERN OIL AND GAS, INC.

By:

Title:

Name:

PARTICIPANT

Name:

Signature Page to

Restricted Stock Award Grant Notice

EXHIBIT A

RESTRICTED STOCK AWARD AGREEMENT

This Restricted Stock Award Agreement (together with the Grant Notice to which this Agreement is attached, this “Agreement”) is made as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached by and between Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.

1.    Award.

(a)    In consideration of the Participant’s past and/or continued Service and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the Date of Grant, the Company hereby grants to the Participant the Restricted Shares set forth in the Grant Notice on the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference as a part of this Agreement. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

(b)    This Award represents the grant of Restricted Shares as set forth in Section 2, subject to the terms and conditions set forth in this Agreement and the Plan.

2.    Vesting and Forfeiture.

(a)    Except as otherwise provided in this Section 2, the Restricted Shares will vest based on (i) the Participant’s satisfaction of the Service Requirement and (ii) to the extent to which the Vesting Schedule set forth in the Grant Notice has been satisfied.

(b)    In the event of (i) the Participant’s Restrictive Covenant Breach (as defined below), (ii) a termination of the Participant’s Service in circumstances not contemplated by another subsection of this Section 2, or (iii) the Participant’s attempt to transfer any Restricted Shares in a manner contrary to the Restrictions, all unvested Restricted Shares will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company and must be returned to the Company for cancellation.

(c)    Upon the termination of the Participant’s Service due to the Participant’s death or Disability, the unvested Restricted Shares will immediately and fully vest.

(d)    Upon the termination of the Participant’s Service due to the Participant’s resignation due to Normal Retirement (as defined below), the unvested Restricted Shares will continue to vest in accordance with the vesting schedule contemplated in the Grant Notice attached hereto, subject to Section 2(b).

(e)    Upon the termination of the Participant's Service due to (i) a termination by the Company without Cause or (ii) resignation by the Participant for Good Reason (as defined below), a prorated portion of the Restricted Shares will immediately become vested, calculated by multiplying (A) the number of Restricted Shares that would have otherwise vested during the twelve (12) month period following the date of termination by (B) a fraction equal to the number of days the Executive was employed during the period from the most recent vesting date under such award (or, if no such vesting date has yet occurred, then the grant date) to the date of termination, over the total number of days between the most recent vesting date under such award (or, if no such vesting date has yet occurred, then the grant date) and the next scheduled vesting date under such award.

(f)    Definitions:

(i)    For purposes of this Agreement, “Good Reason” has the meaning set forth in the Participant’s employment agreement or any other agreement governing the Participant’s service relationship with the Company or, in the absence of such agreement or the use of such term in such agreement, means any one of the following without the Participant’s prior written consent: (i) a material diminution of the Participant’s authority or duties (including, without limitation, (1) the continuous assignment to the Participant of any duties materially inconsistent with the Participant’s position with the Company, or (2) a material diminution in the nature or status of the Participant’s responsibilities); provided, however, that in no event will the Board’s strategic determination that

the financial condition of the Company warrants a reduction in M&A activity, expenditures or capital allocations be considered a diminution in responsibility or authority for this purpose; (ii) the Company effects a material diminution of the Participant’s base compensation,unless such diminution is pursuant to a reduction of no more than twenty-five percent (25%) applied consistently (on a percentage basis) across-the-board to all senior executive officers of the Company; (iii) the removal of the Participant from the Participant’s current position with the Company, (iv) any requirement that the Participant, without the Participant’s prior written consent, move the Participant’s regular office to a location more than 100 miles from the Company’s current offices in Minnetonka, MN; or (v) any material breach by the Company of any employment agreement between the Company and the Participant or any other material agreement in writing between the Participant and the Company. Notwithstanding the foregoing, no event or condition described above shall constitute Good Reason unless, (i) within 90 days following the Participant’s actual knowledge of the event which the Participant determines constitutes Good Reason, the Participant notifies the Company in writing that the Participant has determined a Good Reason exists and specifies the event creating Good Reason, (ii) following receipt of such notice, the Company fails to remedy such event within 30 days, and (iii) the Participant terminates his employment with the Company immediately following the expiration of such 30-day period. Both conditions must be met for the Participant to have a Good Reason to terminate the Participant’s employment.

(ii)    For purposes of this Agreement, “Normal Retirement” has the meaning set forth in the Participant’s employment agreement or any other agreement governing the Participant’s service relationship with the Company or, in the absence of such agreement or the use of such term in such agreement, means the termination of the Participant’s Service due to the Participant’s voluntary retirement on or after the date that the Participant attains age fifty-five (55) and the attainment of ten (10) years of Service, and at a time when no grounds for termination for Cause exist; provided, in each case, that, prior to termination of the Participant’s Service due to the Participant’s voluntary retirement, the Participant has (i) complied with the advance notice requirements in the Participant’s employment agreement and (ii) completed in good faith any transition duties and responsibilities as reasonably determined by the Company in connection with the Participant’s impending retirement.

(iii)    For purposes of this Agreement, “Restrictive Covenant Breach” means, as determined in the Board’s sole good faith discretion, the Participant’s breach of any provision set forth in Sections 10 or 11 hereof, of any other restrictive covenant obligations set forth in any agreement between the Participant and the Company or any of its Affiliates or any other obligations set forth in an employment agreement with the Company or any of its Affiliates, including any notice obligations in any employment agreement.

(g)    Notwithstanding Section 2(c) above, upon the termination of the Participant’s Service due to (i) termination by the Company without Cause, or (ii) resignation by the Participant for Good Reason (as defined below), in each case on or within twenty-four (24) months following a Change in Control, the unvested Restricted Shares shall immediately and fully vest.

3.    Delivery of Shares. As soon as administratively practicable following the Grant Date, the Company will issue the Participant one or more certificates for, or cause its transfer agent to maintain a book entry account reflecting the issuance of, the Restricted Shares. The Secretary of the Company, or the Company’s transfer agent, will hold the certificate(s) for the Restricted Shares, or cause such Restricted Shares to be maintained as restricted shares in a book entry account, until the Restricted Shares either vest or are forfeited as provided in Section 2. Any certificate(s) issued for Restricted Shares will bear the legend specified in Section 8, and any book entry accounts that reflect the issuance of such Restricted Shares will be accompanied by comparable stop transfer instructions. Your right to receive this Award is conditioned upon your execution and delivery to the Company of all stock powers or other instruments of assignment that may be necessary to permit transfer to the Company of all or a portion of the Restricted Shares if such Restricted Shares are forfeited in whole or in part. Neither this Section 3 nor any action taken pursuant to or in accordance with this Agreement shall be construed to create a trust or a funded or secured obligation of any kind.

4.    Tax Withholding. To the extent that the receipt, vesting or settlement of this Award results in compensation income or wages to the Participant for federal, state, local and/or foreign tax purposes, the Company or an Affiliate may withhold and deduct from any amounts otherwise payable to the Participant in settlement of the Restricted Shares hereunder any federal, state, local and/or foreign taxes as may be required pursuant to any law or governmental regulation or rules. In the discretion of the Committee, withholding may be satisfied by Share withholding, with the amount of tax liability determined based on a rate up to the maximum tax rate applicable to the Participant. The Participant acknowledges and agrees that none of the Board, the Committee, the Company or an Affiliate have made any representation or warranty as to the tax consequences to the Participant as a result of the receipt, vesting or settlement of this Award pursuant to this Agreement. The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of this Award and that the Participant has been advised, and hereby is advised, to consult a tax advisor. The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or an Affiliate or any of their respective managers,

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directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.

5.    Section 83(b) Election. The Participant may make and file with the Internal Revenue Service an election under Section 83(b) of the Code with respect to the grant of the Restricted Shares hereunder, electing to include in the Participant’s gross income as of the Grant Date the Fair Market Value of the Restricted Shares as of the Grant Date. The Participant shall promptly provide a copy of such election to the Company. If the Participant makes and files such an election, the Participant shall make such arrangements in accordance with Section 4 as are satisfactory to the Company to provide for the timely payment of all applicable withholding taxes. The Participant is strongly encouraged to seek the advice of the Participant’s own tax consultants in connection with the Restricted Shares granted pursuant to the Plan and this Agreement, and the advisability of filing an election under Section 83(b) of the Code. The Participant acknowledges that it is the Participant’s sole responsibility and not the responsibility of the Company or any Affiliate to timely file an election under Section 83(b) of the Code, even if the Participant requests the Company, an Affiliate or other representative to make this filing on the Participant’s behalf.

6.    Applicable Restrictions.

(a)    Beginning on the Grant Date, you shall have all rights and privileges of a stockholder of the Company with respect to the Restricted Shares except as follows (the “Restrictions”):

(i)    dividends and other distributions declared and paid with respect to the Restricted Shares before they vest shall be subject to Section 6(c);

(ii)    none of the Restricted Shares may be sold, transferred, assigned, pledged or otherwise encumbered, subjected to a levy or attachment or disposed of before they vest other than a transfer upon the Participant’s death in accordance with the Participant’s will, by the laws of descent and distribution or pursuant to a beneficiary designation submitted in accordance with Section 6(d) of the Plan; and

(iii)    all or a portion of the Restricted Shares may be forfeited in accordance with Section 2.

(b)    Any attempt to transfer or dispose of any Restricted Shares in a manner contrary to the Restrictions shall be void and of no effect.

(c)    Any dividends or distributions, including regular cash dividends, payable or distributable with respect to or in exchange for outstanding but unvested Restricted Shares, including any Shares or other property or securities distributable as the result of any equity restructuring or other change in corporate capitalization described in Section 12(a) of the Plan, shall be retained and held by the Company subject to the same Restrictions, vesting conditions and other terms of this Agreement to which the underlying Restricted Shares are subject. At the time the underlying Restricted Shares vest, the Company shall deliver to you (without interest) the portion of such retained dividends and distributions that relate to the Shares that have vested (less any required withholding). In the event that the underlying Restricted Shares are forfeited, the portion of such retained dividends and distributions that relate to such Shares shall also be forfeited.

7.    Release of Unrestricted Shares. Upon the vesting of Restricted Shares and the corresponding lapse of the Restrictions, and after the Company has determined that all conditions to the release of unrestricted Shares, including Section 4 of this Agreement, have been satisfied, it shall release to the Participant the unrestricted Shares, as evidenced by issuance of a stock certificate without restrictive legend, by electronic delivery of such Shares to a brokerage account designated by the Participant, or by an unrestricted book-entry registration of such Shares with the Company’s transfer agent.

8.    Restrictive Legend. Any certificate representing Restricted Shares shall bear the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER, AND THE POSSIBLE FORFEITURE OF SUCH SHARES TO NORTHERN OIL AND GAS, INC. WITHOUT CONSIDERATION, AS SET FORTH IN A RESTRICTED STOCK AWARD AGREEMENT BETWEEN NORTHERN OIL AND GAS, INC. AND THE REGISTERED OWNER OF THE SHARES REPRESENTED BY THIS CERTIFICATE. A COPY OF SUCH AGREEMENT IS ON FILE WITH THE SECRETARY OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE REGISTERED OWNER.

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The Participant agrees that in order to ensure compliance with the restrictions referred to in this Agreement, the Company may issue appropriate “stop transfer” instructions to its transfer agent. The Company shall not be required (i) to transfer on its books any Shares that have purportedly been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any transferee to whom such Shares shall have been purportedly sold or transferred in violation of any of the provisions of this Agreement.

9.    No Right to Continued Service or Awards. Nothing in the adoption of the Plan, nor the grant of this Award thereunder pursuant to this Agreement, shall confer upon the Participant the right to continued employment by, or a continued service relationship with, the Company or an Affiliate, or any other entity, or affect in any way the right of the Company or any such Affiliate, or any other entity to terminate such employment or other service relationship at any time. Any question as to whether and when there has been a termination of the Participant’s employment with the Company or an Affiliate or other entity, and the cause of such termination, shall be determined by the Committee, and its determination shall be final and binding on all parties. The grant of this Award is a one-time benefit and does not create any contractual or other right to receive a grant of Awards or benefits in lieu of Awards in the future. Any future Awards will be granted at the sole discretion of the Company.

10.    Confidential Information.During the period in which the Participant is an equity owner in the Company or holder of this Award, the Company may provide the Participant with, and the Participant will have access to, Confidential Information (as defined below). In consideration of the Participant’s receipt of and access to such Confidential Information, and as a condition of the Participant receiving a grant of additional equity incentives from the Company, the Participant shall comply with this Section 10.

(a)    Except as expressly permitted by this Agreement, the Participant shall not disclose any Confidential Information to any person or entity and shall not use any Confidential Information except for the benefit of the Company. The Participant acknowledges and agrees that the Participant would inevitably use and disclose Confidential Information in violation of this Section 10 if the Participant were to violate any of the covenants set forth in Section 11. The Participant acknowledges and agrees that the Participant would inevitably use and disclose Confidential Information in violation of this Section 10 if the Participant were to violate any of the covenants set forth in Section 11. The Participant shall follow all Company policies and protocols regarding the security of all documents and other materials containing Confidential Information (regardless of the medium on which Confidential Information is stored). Except to the extent required for the performance of the Participant’s duties on behalf of the Company, the Participant shall not remove from facilities of the Company any information, property, equipment, drawings, notes, reports, manuals, invention records, computer software, customer information, or other data or materials that relate in any way to the Confidential Information, whether paper or electronic and whether produced by the Participant or obtained by the Company. The covenants of this Section 10(a) shall apply to all Confidential Information, whether now known or later to become known to the Participant during the period that the Participant is employed by or affiliated with the Company.

(b)    Notwithstanding any provision of Section 10(a) to the contrary, the Participant may make the following disclosures and uses of Confidential Information:

(i)    disclosures to other employees, officers or directors of the Company who have a need to know the information in connection with the business of the Company;

(ii)    disclosures to customers and suppliers when, in the reasonable and good faith belief of the Participant, such disclosure is in connection with the Participant’s performance of the Participant’s duties under this Agreement and is in the best interests of the Company;

(iii)    disclosures and uses that are approved in writing by the Board [or the Chief Executive Officer of the Company]; or

(iv)    disclosures to a person or entity that has (x) been retained by the Company to provide services to the Company and (y) agreed in writing to abide by the terms of a confidentiality agreement.

(c)    Upon request of the Company, the Participant shall promptly and permanently surrender and deliver to the Company all documents (including electronically stored information) and all copies thereof and all other materials of any nature containing or pertaining to all Confidential Information and any other Company property (including any Company-issued computer, mobile device or other equipment) in the Participant’s possession, custody or control and the Participant shall not retain any such documents or other materials or property of the Company. Within ten (10) days of any such request, the Participant shall certify to the Company in writing that all such documents, materials and property have been returned to the Company.

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(d)    “Confidential Information” means all confidential, competitively valuable, non-public or proprietary information that is conceived, made, developed or acquired by or disclosed to the Participant (whether conveyed orally or in writing), individually or in conjunction with others, during the period that the Participant is employed by or otherwise affiliated with the Company (whether during business hours or otherwise and whether on the Company’s premises or otherwise) including: (i) technical information of the Company, its Affiliates, its investors, customers, vendors, suppliers or other third parties, including computer programs, software, databases, data, ideas, know-how, formulae, compositions, processes, discoveries, machines, inventions (whether patentable or not), designs, developmental or experimental work, techniques, improvements, work in process, research or test results, original works of authorship, training programs and procedures, diagrams, charts, business and product development plans, and similar items; (ii) information relating to the Company’s businesses or properties, products or services (including all such information relating to corporate opportunities, operations, future plans, methods of doing business, business plans, strategies for developing business and market share, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or acquisition targets or their requirements, the identity of key contacts within customers’ organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks) or pursuant to which the Company owes a confidentiality obligation; and (iii) other valuable, confidential information and trade secrets the Company, its Affiliates, its customers or other third parties including, but not limited to, type curves, well performance algorithms, equations to simulate investment underwriting, proprietary geological analysis and relevant data. Moreover, all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voice mail, electronic databases, maps, drawings, architectural renditions, models and all other writings or materials of any type including or embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression are and shall be the sole and exclusive property of the Company and be subject to the same restrictions on disclosure applicable to all Confidential Information pursuant to this Agreement. For purposes of this Agreement, Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of a disclosure or wrongful act of the Participant or any of the Participant’s agents; (B) was available to the Participant on a non-confidential basis before its disclosure by the Company; (C) becomes available to the Participant on a non-confidential basis from a source other than the Company; provided, however, that such source is not bound by a confidentiality agreement with, or other obligation with respect to confidentiality to, the Company; or (D) is required to be disclosed by applicable law.

(e)    Notwithstanding the foregoing, nothing in this Agreement or in any other agreement between the Participant and the Company shall prohibit or restrict the Participant from lawfully: (i) making any disclosure of relevant and necessary information or documents in any action, investigation, or proceeding relating to this Agreement, or as required by law or legal process, including with respect to possible violations of law, (ii) participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information to, any governmental agency, legislative body or any self-regulatory organization, including, but not limited to, the Department of Justice, the SEC, the Congress, and any agency Inspector General, (iii) accepting any SEC Awards, or (iv) making other disclosures under the whistleblower provisions of federal law or regulation. In addition, nothing in this Agreement or any other agreement or Company policy prohibits or restricts the Participant from initiating communications with, or responding to any inquiry from, any administrative, governmental, regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation. The Participant does not need the prior authorization of the Company to make any such reports or disclosures and the Participant will not be required to notify the Company that such reports or disclosures have been made. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and (2) solely for the purpose of reporting or investigating a suspected violation of law; (B) is made to the individual’s attorney in relation to a lawsuit for retaliation against the individual for reporting a suspected violation of law; or (C) is made in a complaint or other document filed in a lawsuit or proceeding, if such filing is made under seal. Nothing in this Agreement requires the Participant to obtain prior authorization before engaging in any conduct described in this paragraph, or to notify the Company that the Participant has engaged in any such conduct.

11.    Non-Competition; Non-Solicitation; Non-Disparagement. In consideration for the grant of equity incentive Award represented by this Agreement, and as an equity owner of the Company, the Participant agrees that the Participant will not directly or indirectly, as an employee, officer, director, shareholder, proprietor, agent, partner, recruiter, consultant, independent contractor or in any other individual or representative capacity engage in any of the Restricted Activities in any area within which the Company conducts or is pursuing Company Business, unless such Restricted Activity has previously been approved in writing by the Board after the Participant has provided the Board with full written disclosure of the relevant facts.

(a)    “Restricted Period” means, during the period commencing on the Date of Grant and continuing until the earlier of (i) eighteen (18) months following the termination of the Participant's rights to participate in

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potential payouts under this Agreement, regardless of the reason for such termination or (ii) eighteen (18) months following the delivery of a written notice of termination of Participant’s service.

(b)    “Restricted Activities” means and includes the following:

(i)    Conducting, engaging or participating, directly or indirectly, as an employee, agent, independent contractor, consultant, advisor, partner, shareholder, investor, lender, underwriter or in any other similar capacity, in any business that directly competes with any part of the Company Business (as defined below); provided, however, that for purposes of this Section 12(b)(i) only, the term Company Business shall be narrowly construed and geographically limited to the states of Ohio, North Dakota, South Dakota, Montana, Texas, New Mexico and Pennsylvania or any other shale play in which the Company conducts Company Business, or any other state in which the Company conducts activities outside of oil and gas as part of the Company Business or has taken material steps in preparation to conduct (and at such time reasonably expects to conduct) Company Business as of the date of termination of Participant’s Service with the Company;

(ii)    Recruiting, hiring, and/or attempting to recruit or hire, directly or by assisting others, any other employee, temporary or permanent contract, part time or full time of the Company or otherwise soliciting any other employee of the Company for any purposes that would directly or indirectly interfere or conflict with the other employee’s employment by the Company. For purposes of this covenant any “other employee” shall refer to employees who provide services to the Company and who are still actively employed by the Company at the time of the attempted recruiting or hiring, or were so employed at any time within six (6) months prior to the time of such attempted recruiting or hiring;

(iii)    Using, disclosing, publishing, copying, distributing or communicating any Confidential Information and Trade Secrets (as defined below) to, or for the use or benefit of the Participant or any other person or entity other than the Company; and

(iv)    Directly or indirectly interfering with any person or entity who, on the date of the Participant’s termination of employment or during the eighteen (18)-month period immediately preceding such date of termination, is a customer, shareholder, investor, creditor, client, or vendor or Affiliate thereof.

(c)    The Participant agrees that at no time during the Participant’s potential participation in payments pursuant to the Agreement or other ownership of an equity interest in the Company or thereafter shall the Participant make, or cause or assist any other person to make, any statement or other communication to any third party which impugns or attacks, or is otherwise critical of, the reputation, business or character of the Company or its Affiliates or any of its respective directors, officers or employees. Similarly, the Company agrees that at no time following the termination of the Participant’s employment shall the Board or the Company’s executive officers (as defined in Section 16 of the Exchange Act) make, cause or assist any other person to make, any statement or other communication to any third party which impugns or attacks, or is otherwise critical of, the reputation, performance or character of the Participant. However, the foregoing shall not apply to: (i) any person’s statements as a witness in a legal proceeding (as may be ordered by any regulatory agency or court or as otherwise required by law), or (ii) as may be necessary for either party to prosecute any claims relating to the enforcement of this Agreement.

(d)    The Company and the Participant acknowledge that the provisions contained in this Section 11 shall not prevent the Participant or the Participant’s Affiliates from owning solely as an investment, directly or indirectly, securities of any publicly traded corporation engaged in the Company’s Business if the Participant and the Participant’s Affiliates do not, directly or indirectly, beneficially own in the aggregate more than five percent (5%) of all classes of outstanding equity securities of such entity.

(e)    The Participant and the Company agree that the limitations as to time and scope of activity to be restrained are reasonable and do not impose a greater restraint on the Participant than is necessary to protect the property rights and other business interests of Company.

(f)    During the Participant’s potential participation in payments pursuant to the Agreement or other ownership of an equity interest in the Company and thereafter, the Participant shall reasonably cooperate with the Company in any internal inquiry or investigation or administrative, regulatory, or judicial proceeding as reasonably requested by the Company (including, without limitation, the Participant being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information, and turning over to the Company all relevant documents that are or may come into the Participant’s possession, all at times and on schedules that are reasonably consistent with the Participant’s other permitted activities and commitments).

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For purposes of this Agreement, the following definitions apply:

(g)    “Company Business” shall mean, except as otherwise provided in Section 8(b)(i), the acquisition, exploration, and development of properties containing oil and natural gas resources for purposes of oil and natural gas production, including minority investment strategies, or other business activities that the Company conducts or has taken material steps in preparation to conduct (and reasonably expects to conduct) at the time of termination; provided, however, that, for so long as the Company does not have any operated oil and gas assets and has not undertaken affirmative steps to engage in operated oil and gas activities, Participant shall not be prohibited from working for businesses that primarily focus on operated oil and gas activities provided the Participant does not engage in or provide services with respect to any non-operated oil and gas investments.

(h)    “Confidential Information and Trade Secrets” may be written, verbal or recorded by electronic, magnetic or other methods, whether or not expressly identified as “Confidential” by the Company, and includes, but is not limited to, the following information and materials:

(i)    Financial information of any kind pertaining to the Company, including, without limitation, information about the profit margins, profitability, pricing, income and expenses of the Company or any of its products or lines of business and also including, without limitation, any and all information and records relating to the Company’s contracts or transactions with, or charges, prices or sales to, its customers, including invoices, proposals, confirmations, bills of ladings, statements, accounting records, bids, payment records or any other information or documents regarding amounts charged to or paid by customers, for any products or services which form any part of the Company Business;

(ii)    All information about and all communications received from, sent to or exchanged between the Company and any person or entity which has purchased, licensed, exchanged or otherwise entered into a transaction with the Company, or to which the Company has made a proposal with respect to the purchase, sale, license, exchange or other transaction involving any component, products or services which form any part of the Company Business;

(iii)    All of the Company’s technical data and any information pertaining to the Company Business, including, by way of example, research and development, scientific studies or analyses, details or training methods, and oil and gas technology;

(iv)    All customer contact information, which includes information about the identity and location of individuals with decision-making authority at the customer and the particular preferences, needs or requirements of the customer, or such individual, with respect to any of the products, goods, services or equipment which comprise any part of the Company Business, and all information about the particular needs or requirements of a customer based on its geographical, economic or other factors; and

(v)    Employee lists, phone numbers and addresses, pay rates, benefits and compensation packages, training programs and manuals, and other confidential information regarding the Company’s personnel.

(vi)    Notwithstanding the foregoing, “Confidential Information,” for purposes of this Agreement, shall not extend to any information: (A) that is or becomes in the public domain through no wrongful act or fault of the Participant; (B) that was already known to the Participant prior to employment with the Company; (C) that is obtained by the Participant from a third party who is not under a duty of nondisclosure owed to the Company; (D) to which the Participant would not otherwise have access by virtue of the Participant’s employment or other service relationship with the Company and was independently developed by the Participant without any use of or reliance on any information that, without giving effect to this clause, would be considered Confidential Information and Trade Secrets of the Company; or (E) is required to be disclosed by law; provided, however, that prior to such disclosure the Participant shall deliver timely notice to the Company of such required disclosure and assist the Company in seeking protective relief thereof.

12.    Legal and Equitable Remedies. The Participant acknowledges that a violation or attempted breach of any of the Participant’s covenants and agreements in this Agreement (including, without limitation, Sections 10 and 11) will cause such damage as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law, and accordingly, the parties hereto agree that the Company and an Affiliate shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining the Participant or the affiliates, partners or agents of the Participant from such breach or attempted violation of such covenants and agreements, as well as to recover from the Participant any and all costs and expenses sustained or incurred by the Company or an Affiliate in obtaining such an injunction, including reasonable attorneys’ fees. The parties to this Agreement agree that no bond or other security shall be required in connection with such injunction. Any exercise by either of the parties to this Agreement of its rights pursuant to this Section 12

9

shall be cumulative and in addition to any other remedies to which such party may be entitled. As an actual and potential equity owner of the Company, a corporation incorporated under the laws of Delaware, the Participant acknowledges and agrees that the covenants set forth in Section 10 and 11 are a necessary condition and appropriate consideration for the receipt of the opportunity to participate in additional equity interests in the Company pursuant to this Agreement. Accordingly, should the provisions of Section 10 and 11 be deemed unenforceable as written in a contested proceeding to which the Company and the Participant are a party, the Participant acknowledges and agrees that the rights to receive payment of cash or shares pursuant this Agreement will be null and void, and the Participant will be required to repay to the Company on demand the after-tax value of any shares or cash previously delivered in satisfaction of the Company’s obligations pursuant to this Agreement. In addition, in the event of a Restrictive Covenant Breach, no additional amount of cash or shares otherwise payable under this Agreement after the date of such breach, or any right to vesting of Restricted Shares, will be payable or vested, as applicable, and all future rights to payments or vesting under this Agreement will be canceled automatically.

13.    Notices. All notices and other communications under this Agreement shall be in writing and shall be delivered to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company, unless otherwise designated by the Company in a written notice to the Participant (or other holder):

Northern Oil and Gas, Inc.
Attn: Chief Legal Officer

4350 Baker Road, Suite 400

Minnetonka, Minnesota 55343

    If to the Participant, at the Participant’s last known address on file with the Company.

Any notice that is delivered personally or by overnight courier or telecopier in the manner provided herein shall be deemed to have been duly given to the Participant when it is mailed by the Company or, if such notice is not mailed to the Participant, upon receipt by the Participant. Any notice that is addressed and mailed in the manner herein provided shall be conclusively presumed to have been given to the party to whom it is addressed at the close of business, local time of the recipient, on the fourth day after the day it is so placed in the mail.

14.    Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, the Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, grant or award notifications and agreements, account statements and all other forms of communications) in connection with this and any other Award made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet to which the Participant has access. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that the Participant’s electronic signature is the same as, and shall have the same force and effect as, the Participant’s manual signature.

15.    Corporate Acts. The existence of this Award shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger, consolidation or other business combination of the Company, any issue of debt or equity securities, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

16.    Entire Agreement; Amendment. This Agreement, together with the Plan, constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to this Award; provided, however, that (a) the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any employment, consulting and/or severance agreement between the Company (or an Affiliate or other entity) and the Participant in effect as of the date a determination is to be made under this Agreement; and (b) if the Participant has entered into any written agreement with the Company or an Affiliate regarding the arbitration of disputes (including as part of an employment agreement) (such agreement, an “Arbitration Agreement”), then this Agreement shall be subject to the dispute resolution procedures set forth in the Arbitration Agreement. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that

10

adversely affects the rights of the Participant shall be effective only if it is in writing and signed by both the Participant and an authorized officer of the Company.

17.    Severability and Waiver. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect. In the event that any provision in this Agreement is held to be unenforceable by a court of competent jurisdiction because it exceeds the maximum time, geographical, or occupational limitations permitted by applicable law, then such provision(s) shall be and hereby are reformed to the maximum time, geographical, and occupational limitations as may be permitted by applicable law. Waiver by any party of any breach of this Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right. The failure of any party to take action by reason of such breach or to exercise any such right shall not deprive the party of the right to take action at any time while or after such breach or condition giving rise to such rights continues.

18.    Clawback. Notwithstanding any provision in this Agreement or the Plan to the contrary, to the extent required by (a) applicable law, including the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any SEC rule or any applicable securities exchange listing standards (a “Legal Requirement”) and/or (b) any policy that may be adopted or amended by the Board from time to time to the extent required to comply with such Legal Requirement, all settlements in respect of this Award shall be subject to forfeiture, recoupment and/or cancellation to the extent necessary to comply with such Legal Requirement. In addition, in the event of a Restrictive Covenant Breach, in addition to any remedies set forth in Section 12 or as otherwise allowed by law, the Participant will be required to repay to the Company on demand the after-tax value of any shares or cash previously delivered in satisfaction of the Company’s obligations pursuant to this Agreement within the twelve (12) months prior to the date of the Restrictive Covenant Breach.

19.    Arbitration. Other than as set forth in Section 12, any dispute, controversy, or claim between the Participant, on the one hand, and the Company, on the other hand, arising out of, under, pursuant to, or in any way relating to the Participant’s employment or other service relationship with the Company, including, without limitation, this Agreement, shall be submitted to and resolved by confidential and binding arbitration (“Arbitration”) administered by JAMS and conducted pursuant to its Employment and Arbitration Rules & Procedures then in effect. The Arbitration hearing shall take place in Harris County, Texas (or such other location agreed to by the parties). Such Arbitration shall be before three (3) neutral arbitrators (the “Panel”) licensed to practice law and familiar with employment disputes. Any award rendered in any Arbitration shall be final and binding upon the parties to the Arbitration and not subject to judicial review except as required by law. The Panel may enter a default decision against any party who fails to participate in the Arbitration. The administration fees and expenses of the Arbitration shall be borne by the parties in accordance with and pursuant to JAMS’ Employment and Arbitration Rules & Procedures then in effect. To submit a matter to Arbitration, the party seeking redress shall notify in writing, the party against whom such redress is sought, describe the nature of such claim, the provision of this Agreement that has been allegedly violated and the material facts surrounding such claim. The Panel shall render a single written, reasoned decision. The decision of the Panel shall be binding upon the parties to the Arbitration, and after the completion of such Arbitration, the parties to the Arbitration may only institute litigation regarding this Agreement for the sole purpose of enforcing the determination of the Arbitration hearing or, with respect to the Company, to seek injunctive or equitable relief pursuant to the terms of Section 12. The Panel shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of the agreement to arbitrate, including any claim that all or part of this Agreement is void or voidable and any claim that an issue is not subject to arbitration. All proceedings conducted pursuant to the agreement to arbitrate, including any order, decision or award of the arbitrator, shall be kept confidential by all parties except to the extent such disclosure is necessary to any legal proceeding, required by law, or in a proceeding to enforce any rights under this Agreement. The Participant acknowledges that, by signing this Agreement, the Participant is waiving any right that the Participant may have to a jury trial or a court trial related to this Agreement.

20.    Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN, EXCLUSIVE OF THE CONFLICT OF LAWS PROVISIONS OF DELAWARE LAW.

21.    Successors and Assigns. The Company may assign any of its rights under this Agreement without the Participant’s consent. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the Person(s) to whom this Award may be transferred by will or the laws of descent or distribution.

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22.    Headings; References; Interpretation. Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. Any and all Exhibits, Annexes or Attachments referred to in this Agreement, including, for the avoidance of doubt, the Grant Notice attached thereto, are, by such reference, incorporated herein and made a part hereof for all purposes. Unless the context requires otherwise, all references to laws, regulations, contracts, agreements and instruments refer to such laws, regulations, contracts, agreements and instruments as they may be amended from time to time, and references to particular provisions of laws or regulations include a reference to the corresponding provisions of any succeeding law or regulation. Unless otherwise specified, all references to “dollars” or “$” in this Agreement refer to United States dollars. The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Agreement, including, for the avoidance of doubt, the Grant Notice attached thereto, and not to any particular provision hereof. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely. All references to “including” shall be construed as meaning “including without limitation.” Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.

23.    Counterparts. The Grant Notice may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of the Grant Notice by facsimile or portable document format (.pdf) attachment to electronic mail shall be effective as delivery of a manually executed counterpart of the Grant Notice.

24.    Section 409A. Notwithstanding anything herein or in the Plan to the contrary, this Award is intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. Nevertheless, to the extent that the Committee determines that this Award is not exempt from Section 409A of the Code, then, if the Participant is deemed to be a “specified employee” within the meaning of Section 409A of the Code, as determined by the Committee, at a time when the Participant becomes eligible for settlement of the Earned Amount pursuant to this Agreement upon the Participant’s “separation from service” within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (a) the date that is six months following the Participant’s separation from service and (b) the Participant’s death. Notwithstanding the foregoing, the Company and its Affiliates make no representations that this Award is exempt from or compliant with Section 409A of the Code and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

[Remainder of Page Intentionally Blank]

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-271933, 333-263108, 333-255065, 333-225832, 333-225835 and 333-227945 on Form S-3, Registration Statement Number 333-216887 on Form S-4, and Registration Statement Nos. 333-188999, 333-205617, 333-212929, 333-227948 and 333-272287 on Form S-8 of our reports dated February 23, 2024 relating to the financial statements of Northern Oil and Gas, Inc. and the effectiveness of Northern Oil and Gas, Inc.’s internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2023.

/s/ DELOITTE & TOUCHE, LLP

Minneapolis, Minnesota

February 23, 2024

EX-23.2

Exhibit 23.2

CONSENT OF CAWLEY, GILLESPIE & ASSOCIATES, INC.

Northern Oil and Gas, Inc.

4350 Baker Road – Suite 400

Minnetonka, Minnesota 55343

The undersigned hereby consents to the references to our firm in the form and context in which they appear in the Annual Report on Form 10-K of Northern Oil and Gas, Inc. for the year ended December 31, 2023 (the “Annual Report”).  We hereby further consent to the inclusion in the Annual Report of estimates of oil and gas reserves contained in our report dated, January 26, 2024 and to the inclusion of such report as an exhibit to the Annual Report.  We further consent to the incorporation by reference thereof into Northern Oil and Gas, Inc.’s Registration Statements on Form S-3 (File Nos. 333-271933, 333-263108, 333-255065, 333-225832, 333-225835 and 333-227945), Form S-4 (File Nos. 333-216887), and Form S-8 (File Nos. 333-188999, 333-205617, 333-212929, 333-227948 and 333-272287).

CAWLEY, GILLESPIE & ASSOCIATES, INC.

/s/ Matthew K. Regan, P.E.

Vice President

Austin, Texas

February 22, 2024

EX-24.1

Exhibit 24.1

Northern Oil and Gas, Inc.

Power of Attorney

The undersigned director of Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), does hereby make, constitute and appoint Nicholas O’Grady and Chad Allen, and either of them, the undersigned’s true and lawful attorneys-in-fact and agents, with power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director of the Company to an Annual Report on Form 10-K for the fiscal year ended December 31, 2023 or other applicable form, and any amendments thereto, to be filed by the Company with the U.S. Securities and Exchange Commission, Washington, D.C. (the “SEC”), and to file the same with all exhibits thereto and other supporting documents in connection therewith with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of February 23, 2024.

/s/ Bahram Akradi

Northern Oil and Gas, Inc.

Power of Attorney

The undersigned director of Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), does hereby make, constitute and appoint Nicholas O’Grady and Chad Allen, and either of them, the undersigned’s true and lawful attorneys-in-fact and agents, with power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director of the Company to an Annual Report on Form 10-K for the fiscal year ended December 31, 2023 or other applicable form, and any amendments thereto, to be filed by the Company with the U.S. Securities and Exchange Commission, Washington, D.C. (the “SEC”), and to file the same with all exhibits thereto and other supporting documents in connection therewith with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of February 22, 2024.

/s/ Lisa Bromiley

Northern Oil and Gas, Inc.

Power of Attorney

The undersigned director of Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), does hereby make, constitute and appoint Nicholas O’Grady and Chad Allen, and either of them, the undersigned’s true and lawful attorneys-in-fact and agents, with power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director of the Company to an Annual Report on Form 10-K for the fiscal year ended December 31, 2023 or other applicable form, and any amendments thereto, to be filed by the Company with the U.S. Securities and Exchange Commission, Washington, D.C. (the “SEC”), and to file the same with all exhibits thereto and other supporting documents in connection therewith with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of February 21, 2024.

/s/ Ernie Easley

Northern Oil and Gas, Inc.

Power of Attorney

The undersigned director of Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), does hereby make, constitute and appoint Nicholas O’Grady and Chad Allen, and either of them, the undersigned’s true and lawful attorneys-in-fact and agents, with power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director of the Company to an Annual Report on Form 10-K for the fiscal year ended December 31, 2023 or other applicable form, and any amendments thereto, to be filed by the Company with the U.S. Securities and Exchange Commission, Washington, D.C. (the “SEC”), and to file the same with all exhibits thereto and other supporting documents in connection therewith with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of February 21, 2024.

/s/ Michael Frantz

Northern Oil and Gas, Inc.

Power of Attorney

The undersigned director of Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), does hereby make, constitute and appoint Nicholas O’Grady and Chad Allen, and either of them, the undersigned’s true and lawful attorneys-in-fact and agents, with power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director of the Company to an Annual Report on Form 10-K for the fiscal year ended December 31, 2023 or other applicable form, and any amendments thereto, to be filed by the Company with the U.S. Securities and Exchange Commission, Washington, D.C. (the “SEC”), and to file the same with all exhibits thereto and other supporting documents in connection therewith with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of February 21, 2024.

/s/ William Kimble

Northern Oil and Gas, Inc.

Power of Attorney

The undersigned director of Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), does hereby make, constitute and appoint Nicholas O’Grady and Chad Allen, and either of them, the undersigned’s true and lawful attorneys-in-fact and agents, with power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director of the Company to an Annual Report on Form 10-K for the fiscal year ended December 31, 2023 or other applicable form, and any amendments thereto, to be filed by the Company with the U.S. Securities and Exchange Commission, Washington, D.C. (the “SEC”), and to file the same with all exhibits thereto and other supporting documents in connection therewith with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of February 21, 2024.

/s/ Jack King

Northern Oil and Gas, Inc.

Power of Attorney

The undersigned director of Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), does hereby make, constitute and appoint Nicholas O’Grady and Chad Allen, and either of them, the undersigned’s true and lawful attorneys-in-fact and agents, with power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director of the Company to an Annual Report on Form 10-K for the fiscal year ended December 31, 2023 or other applicable form, and any amendments thereto, to be filed by the Company with the U.S. Securities and Exchange Commission, Washington, D.C. (the “SEC”), and to file the same with all exhibits thereto and other supporting documents in connection therewith with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of February 21, 2024.

/s/ Stuart Lasher

Northern Oil and Gas, Inc.

Power of Attorney

The undersigned director of Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), does hereby make, constitute and appoint Nicholas O’Grady and Chad Allen, and either of them, the undersigned’s true and lawful attorneys-in-fact and agents, with power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director of the Company to an Annual Report on Form 10-K for the fiscal year ended December 31, 2023 or other applicable form, and any amendments thereto, to be filed by the Company with the U.S. Securities and Exchange Commission, Washington, D.C. (the “SEC”), and to file the same with all exhibits thereto and other supporting documents in connection therewith with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of February 21, 2024.

/s/ Jennifer Pomerantz

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Nicholas O’Grady, certify that:

1.I have reviewed this annual report on Form 10-K of Northern Oil and Gas, Inc. for the year ended December 31, 2023;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:  February 23, 2024	By:  /s/ Nicholas O’Grady
	Nicholas O’Grady Principal Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Chad Allen, certify that:

1.I have reviewed this annual report on Form 10-K of Northern Oil and Gas, Inc. for the year ended December 31, 2023;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:  February 23, 2024	By:  /s/ Chad Allen
	Chad Allen Principal Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Northern Oil and Gas, Inc. (the “Company”), on Form 10-K for the period ended December 31, 2023, as filed with the United States Securities and Exchange Commission on the date hereof, (the “Report”), each of the undersigned officers of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  February 23, 2024	By:  /s/ Nicholas O’Grady
	Nicholas O’Grady Principal Executive Officer

Dated:  February 23, 2024	By:  /s/ Chad Allen
	Chad Allen Principal Financial Officer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-97

Exhibit 97

CLAWBACK POLICY

NORTHERN OIL AND GAS, INC.

Effective Date: June 29, 2023

PURPOSE

Northern Oil and Gas, Inc. (the “Company”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directors (the “Board”) has therefore adopted this policy, which provides for the recoupment of certain executive compensation in the event that the Company is required to prepare an accounting restatement of its financial statements due to material noncompliance with any financial reporting requirement under the federal securities laws (this “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules promulgated thereunder, and the listing standards of The New York Stock Exchange (the “NYSE”), or other national securities exchange on which the Company’s securities are listed.

ADMINISTRATION

This Policy shall be administered by the Compensation Committee of the Board (the “Compensation Committee”). Any determinations made by the Compensation Committee shall be final and binding on all affected individuals.

COVERED EXECUTIVES

This Policy applies to the Company’s current and former executive officers (as determined by the Compensation Committee in accordance with Section 10D of the Exchange Act, the rules promulgated thereunder, and the listing standards of the NYSE or other national securities exchange on which the Company’s securities are listed) and such other senior executives or employees who may from time to time be deemed subject to this Policy by the Compensation Committee (collectively, the “Covered Executives”). This Policy shall be binding and enforceable against all Covered Executives.

RECOUPMENT; ACCOUNTING RESTATEMENT

In the event that the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including (i) any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (each an “Accounting Restatement”), the Compensation Committee will reasonably promptly require reimbursement or forfeiture of the Overpayment (as defined below) received by any Covered Executive (x) after beginning service as a Covered Executive, (y) who served as a Covered Executive at any time during the performance period for the applicable Incentive-Based Compensation (as defined below), and (z) during the three (3) completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement and any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three (3) completed fiscal years.

INCENTIVE-BASED COMPENSATION

For purposes of this Policy, “Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, including, but not limited to: (i) non-equity incentive plan awards that are earned solely or in part by satisfying a financial reporting measure performance goal; (ii) bonuses paid from a bonus pool, where the size of the pool is determined solely or in part by satisfying a financial reporting measure performance goal; (iii) other cash awards based on satisfaction of a

financial reporting measure performance goal; (iv) restricted stock, restricted stock units, stock options, stock appreciation rights, and performance share units that are granted or vest solely or in part based on satisfaction of a financial reporting measure performance goal; and (v) proceeds from the sale of shares acquired through an incentive plan that were granted or vested solely or in part based on satisfaction of a financial reporting measure performance goal.

Compensation that would not be considered Incentive-Based Compensation includes, but is not limited to: (i) salaries; (ii) bonuses paid solely based on satisfaction of subjective standards, such as demonstrating leadership, and/or completion of a specified employment period; (iii) non-equity incentive plan awards earned solely based on satisfaction of strategic or operational measures; (iv) wholly time-based equity awards; and (v) discretionary bonuses or other compensation that is not paid from a bonus pool that is determined by satisfying a financial reporting measure performance goal.

A financial reporting measure is: (i) any measure that is determined and presented in accordance with the accounting principles used in preparing financial statements, or any measure derived wholly or in part from such measure, such as revenues, EBITDA, or net income or (ii) stock price and total stockholder return. Financial reporting measures include, but are not limited to: revenues; net income; operating income; profitability of one or more reportable segments; financial ratios (e.g., debt-to-EBITDA, accounts receivable turnover); net assets or net asset value per share; earnings before interest, taxes, depreciation and amortization; funds from operations and adjusted funds from operations; liquidity measures (e.g., working capital, operating cash flow, free cash flow); return measures (e.g., return on invested capital, return on assets); earnings measures (e.g., earnings per share); any financial reporting measure on a per BOE or other per unit basis, where such financial reporting measure is subject to an accounting restatement; any of such financial reporting measures relative to a peer group, where the Company’s financial reporting measure is subject to an accounting restatement; and tax basis income.

OVERPAYMENT: AMOUNT SUBJECT TO RECOVERY

The amount to be recovered will be the amount of Incentive-Based Compensation received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts, and must be computed without regard to any taxes paid (the “Overpayment”). Incentive-Based Compensation is deemed “received” in the Company’s fiscal period during which the financial reporting measure specified in the incentive-based compensation award is attained, even if the vesting, payment or grant of the incentive-based compensation occurs after the end of that period.

For Incentive-Based Compensation based on stock price or total stockholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in the Accounting Restatement, the amount must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total stockholder return upon which the Incentive-Based Compensation was received, and the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the exchange on which the Company’s securities are listed.

METHOD OF RECOUPMENT

The Compensation Committee will determine, in its sole discretion, the method or methods for recouping any Overpayment hereunder which may include, without limitation:

•requiring reimbursement of cash Incentive-Based Compensation previously paid;

•seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards granted as Incentive-Based Compensation;

•offsetting any or all of the Overpayment from any compensation otherwise owed by the Company to the Covered Executive;

•cancelling outstanding vested or unvested equity awards; and/or

2

•taking any other remedial or recovery action permitted by law, as determined by the Compensation Committee.

LIMITATION ON RECOVERY; NO ADDITIONAL PAYMENTS

    The right to recovery will be limited to Overpayments received during the three (3) completed fiscal yearsprior to the date on which the Company is required to prepare an Accounting Restatement and any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three (3) completed fiscal years. In no event shall the Company be required to award Covered Executives an additional payment if the restated or accurate financial results would have resulted in a higher Incentive-Based Compensation payment.

NO INDEMNIFICATION

The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive-Based Compensation.

INTERPRETATION

The Compensation Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and the applicable rules or standards adopted by the Securities and Exchange Commission or the NYSE or any other national securities exchange on which the Company’s securities are listed.

EFFECTIVE DATE

This Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”) and shall apply to Incentive-Based Compensation (including Incentive-Based Compensation granted pursuant to arrangements existing prior to the Effective Date). Notwithstanding the foregoing, this Policy shall only apply to Incentive-Based Compensation received (as determined pursuant to this Policy) on or after the effective date of Section 303A.14 of the NYSE Listed Company Manual.

AMENDMENT; TERMINATION

The Board may amend this Policy from time to time in its discretion. The Board may terminate this Policy at any time.

OTHER RECOUPMENT RIGHTS

    The Board intends that this Policy will be applied to the fullest extent of the law. The Compensation Committee may require that any employment or service agreement, cash-based bonus plan or program, equity award agreement, or similar agreement entered into on or after the adoption of this Policy shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, cash-based bonus plan or program, or similar agreement and any other legal remedies available to the Company.

IMPRACTICABILITY

The Compensation Committee shall recover any Overpayment in accordance with this Policy except to the extent that the Compensation Committee determines such recovery would be impracticable because:

3

(A) The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered;

(B) Recovery would violate home country law of the Company where that law was adopted prior to November 28, 2022; or

(C) Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.

SUCCESSORS

This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.

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EX-99.1

Exhibit 99.1

CAWLEY, GILLESPIE & ASSOCIATES, INC.

PETROLEUM CONSULTANTS

6500 RIVER PLACE BLVD, SUITE 3-200
AUSTIN, TEXAS 78730-1111
512-249-7000 306 WEST SEVENTH STREET, SUITE 302
FORT WORTH, TEXAS 76102-4987
817-336-2461
www.cgaus.com 1000 LOUISIANA STREET, SUITE 1900
HOUSTON, TEXAS 77002-5008
713-651-9944

January 26, 2024

Mr. James Evans

Chief Technical Officer

Northern Oil & Gas, Inc

4350 Baker Road, Suite 400

Minnetonka, MN 55343

Re:	Evaluation Summary – SEC Price Case Northern Oil & Gas, Inc. Interests Total Proved Reserves Various Oil and Gas Properties in the United States As of December 31, 2023
	Pursuant to the Guidelines of the Securities and Exchange Commission for Reporting Corporate Reserves and Future Net Revenue

Dear Mr. Evans:

As requested, this report was completed on January 26, 2024 for Northern Oil & Gas Inc. (“NOG”) for the purpose of submitting our audit of your reserve estimates and economic forecasts attributable to the subject interests. We audited 100% of NOG’s proved reserves, which are made up of oil and gas properties in various fields throughout Montana, New Mexico, North Dakota, Pennsylvania, South Dakota and Texas. This report, with an effective date of December 31, 2023, was prepared using constant prices and costs and conforms to the guidelines of the Securities and Exchange Commission (SEC). The results of this evaluation are presented in the composite summary below:

		Proved Developed Producing	Proved Developed Non-Producing	Proved Developed	Proved Undeveloped	Total Proved
Net Reserves
Oil	– Mbbl	118,633.9	3,230.9	121,864.8	48,477.0	170,341.8
Gas	– MMcf	662,079.0	15,899.1	677,978.1	338,137.9	1,016,116.0
NGL	– Mbbl	0.0	0.0	0.0	0.0	0.0
Net Revenue
Oil	– M$	8,934,573.1	244,071.4	9,178,644.5	3,684,177.2	12,862,821.4
Gas	– M$	2,146,060.4	44,795.4	2,190,855.8	954,367.0	3,145,222.4
NGL	– M$	0.0	0.0	0.0	0.0	0.0
Severance Taxes	– M$	827,191.6	21,241.5	848,433.1	339,193.2	1,187,626.1
Ad Valorem Taxes	– M$	82,831.8	2,648.8	85,480.6	37,256.0	122,736.6
Operating Expenses	– M$	4,028,473.6	82,421.3	4,110,894.9	1,206,113.6	5,317,008.4
Future Development Costs	– M$	125,878.8	17,141.5	143,020.3	1,215,384.4	1,358,405.0
Net Operating Income (BFIT)	– M$	6,016,254.5	165,413.7	6,181,668.2	1,840,595.1	8,022,263.8
Discounted @ 10%     (Present Worth)	– M$	3,899,734.0	113,577.0	4,013,311.0	990,772.7	5,004,083.7

Future revenue is prior to deducting state production taxes and ad valorem taxes. Future net cash flow is after deducting these taxes, future development costs and operating expenses, but before consideration of federal income taxes. In accordance with SEC guidelines, the future net cash flow has been discounted at an annual rate of ten percent to determine its “present worth”. The present worth is shown to indicate the effect of time on the value of money and should not be construed as being the fair market value of the properties by Cawley, Gillespie & Associates, Inc. (“CG&A”).

The oil reserves include oil and condensate. Oil volumes are expressed in barrels (42 U.S. gallons). Gas volumes are expressed in thousands of standard cubic feet (Mcf) at contract temperature and pressure base.

The estimates presented are for proved reserves only and do not include any probable or possible reserves nor have any values been attributed to interest in acreage beyond the location for which undeveloped reserves have been estimated.

Hydrocarbon Pricing

The base oil and gas prices calculated for December 31, 2023 were $78.22 per barrel and $2.637 per MMBTU, respectively. As specified by the SEC, a company must use a 12-month average price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period. The base oil price is based upon WTI-Cushing spot prices (EIA) and the base gas price is based upon Henry Hub spot prices (Platt’s Gas Daily), during 2023.

Adjustments to oil and gas prices were applied based upon calculations derived from regional averages or provided by your office. Oil price differentials include adjustments for basis differential, transportation, and/or crude quality corrections. Gas Price differentials include adjustments for basis differential, liquids and the BTU heating value of gas.

After these adjustments, the net realized prices over the life of the proved properties was estimated to be $75.512 per barrel for oil and $3.095 per MCF for gas. All economic factors were held constant in accordance with SEC guidelines. All pricing adjustments were supplied by NOG and reviewed by CG&A for accuracy and completeness.

Economic Parameters

Ownership was accepted as furnished and has not been independently confirmed. CG&A reviewed oil and gas price differentials, gas shrinkage, ad valorem taxes, severance taxes, lease operating expenses and future development costs calculated and prepared by NOG. Lease operating expenses were calculated based on historical lease operating statements. All economic parameters, including lease operating expenses and future development costs, were held constant (not escalated) throughout the life of these properties.

SEC Conformance and Regulations

The reserve classifications and the economic considerations used herein conform to the criteria of the SEC. The reserves and economics are predicated on regulatory agency classifications, rules, policies, laws, taxes and royalties currently in effect except as noted herein. NOG’s operations may be subject to various levels of governmental controls and regulations. These controls and regulations may include matters relating to land tenure, drilling, production practices, environmental protection, marketing and pricing policies, royalties, various taxes and levies including income tax and are subject to change from time to time. Such changes in governmental regulations and policies may cause volumes of reserves actually recovered and amounts of income actually received to differ significantly from the estimated quantities.

This evaluation includes 1,427 proved undeveloped locations, of which 1,367 are commercial based on SEC pricing (32 Appalachian Basin, 491 Permian Basin and 844 Williston Basin). Each of the commercial drilling locations proposed as part of NOG’s development plans conforms to the proved undeveloped standards as set forth by the SEC. In our opinion, NOG and their operating partners have indicated they have every intent to complete this development plan as scheduled. Furthermore, NOG has demonstrated that they have the proper company staffing, financial backing and prior development success to ensure the development plan will be fully executed.

Reserve Estimation Methods

Reserves for proved developed producing wells were estimated using production performance methods for the vast majority of properties. Certain new producing properties with very little production history were forecast using a combination of production performance and analogy to offset production, both of which are considered to provide a relatively high degree of accuracy.

Non-producing reserve estimates, for both developed and undeveloped properties, were forecast using either volumetric or analogy methods, or a combination of both. These methods provide a relatively high degree of accuracy for predicting proved developed non-producing and proved undeveloped reserves for NOG properties, due to the mature nature

of their properties targeted for development and an abundance of subsurface control data. The assumptions, data, methods and procedures used herein are appropriate for the purpose served by this report.

Audit Opinion

In our opinion, the Company’s estimates of future reserves for the audited properties were prepared in accordance with generally accepted petroleum engineering and evaluation principles for the estimation of future reserves as set forth in the Society of Petroleum Engineers' Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information. Furthermore, we found no bias in the utilization and analysis of data in estimates for these properties.

In our opinion, the overall proved reserves and future net cash flows as estimated by the Company based on the SEC pricing scenario are, in the aggregate, reasonable within the established audit tolerance guidelines of (+ or -) 10 percent as set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserve Information promulgated by the Society of Petroleum Engineers.

It should be understood that our audit does not constitute a complete reserve study of the gas properties. In the conduct of our audit, we have not independently verified the accuracy and completeness of information and data furnished with respect to ownership interests, gas production, costs and timing of development and agreements relating to current and future operations and sales of production. Furthermore, if in the course of our examination something came to our attention which brought into question the validity or sufficiency of any of such information, we did not rely on such information until we had properly resolved our questions or independently verified such information.

General Discussion

The estimates and forecasts were based upon interpretations of data furnished by your office and available from our files. To some extent information from public records has been used to check and/or supplement these data. The basic engineering and geological data were subject to third party reservations and qualifications. Nothing has come to our attention, however, that would cause us to believe that we are not justified in relying on such data. All estimates represent our best judgment based on the data available at the time of preparation. Reserves estimates will generally be revised as additional geologic or engineering data become available or as economic conditions change. Moreover, estimates of reserves may increase or decrease as a result of future operations, effects of regulation by governmental agencies or geopolitical or economic risks. As a result, the estimates of oil and gas reserves have an intrinsic uncertainty. The reserves included in this report are therefore estimates only and should not be construed as being exact quantities. They may or may not be actually recovered, and if recovered, the revenues therefrom, and the actual costs related thereto, could be more or less than the estimated amounts.

An on-site field inspection of the properties has not been performed. The mechanical operation or condition of the wells and their related facilities have not been examined nor have the wells been tested by Cawley, Gillespie & Associates, Inc. Possible environmental liability related to the properties has not been investigated nor considered. The cost of plugging and the salvage value of equipment at abandonment have been included on commercial proved wells at the end of the economic life of the cases in the SEC pricing evaluation.

Cawley, Gillespie & Associates, Inc. is a Texas Registered Engineering Firm (F-693), made up of independent registered professional engineers and geologists that have provided petroleum consulting services to the oil and gas industry for over 60 years. This evaluation was supervised by W. Todd Brooker, President at Cawley, Gillespie & Associates, Inc. and a State of Texas Licensed Professional Engineer (License #83462). Mr. Brooker received his Bachelor of Science degree in Petroleum Engineering from the University of Texas at Austin in 1989, and joined CG&A as a reservoir engineer in 1992. We do not own an interest in the properties or in Northern Oil & Gas, Inc. and are not employed on a contingent basis. We have used all methods and procedures that we consider necessary under the circumstances to prepare this report. Our work-papers and related data utilized in the preparation of these estimates are available in our office.

Yours very truly,

CAWLEY, GILLESPIE & ASSOCIATES, INC.

Texas Registered Engineering Firm F-693

Mathew K, Regan, P. E.

Vice President

CAWLEY, GILLESPIE & ASSOCIATES, INC.

PETROLEUM CONSULTANTS

6500 RIVER PLACE BLVD, SUITE 3-200
AUSTIN, TEXAS 78730-1111
512-249-7000 306 WEST SEVENTH STREET, SUITE 302
FORT WORTH, TEXAS 76102-4987
817-336-2461
www.cgaus.com 1000 LOUISIANA STREET, SUITE 1900
HOUSTON, TEXAS 77002-5008
713-651-9944

Professional Qualifications of Primary Technical Person

The audit summarized by this report was conducted by a proficient team of geologists and reservoir engineers who integrate geological, geophysical, engineering and economic data to produce high quality reserve estimates and economic forecasts. This report was supervised by Todd Brooker, President of Cawley, Gillespie & Associates (CG&A).

Prior to joining CG&A, Mr. Brooker worked in Gulf of Mexico drilling and production engineering at Chevron. Mr. Brooker has been an employee of CG&A since 1992. His responsibilities include reserve and economic evaluations, fair market valuations, field studies, pipeline resource studies and acquisition/divestiture analysis. His reserve reports are routinely used for public company SEC disclosures. His experience includes significant projects in both conventional and unconventional resources in every major U.S. producing basin and abroad, including oil and gas shale plays, coalbed methane fields, waterfloods and complex, faulted structures.

Mr. Brooker graduated with honors from the University of Texas at Austin in 1989 with a Bachelor of Science degree in Petroleum Engineering, and is a registered Professional Engineer in the State of Texas (License #83462). He is also a member of the Society of Petroleum Engineers.

Based on his educational background, professional training and more than 25 years of experience, Mr. Brooker has the qualifications to lead CG&A to continue to deliver independent, professional, ethical and reliable engineering and geological services to the petroleum industry.

CAWLEY, GILLESPIE & ASSOCIATES, INC.

TEXAS REGISTERED ENGINEERING FIRM F-693

XML

COVER - USD ($) $ in Billions	12 Months Ended
	Dec. 31, 2023	Feb. 21, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-33999
Entity Registrant Name	NORTHERN OIL AND GAS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-3848122
Entity Address, Address Line One	4350 Baker Road
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Minnetonka
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55343
City Area Code	952
Local Phone Number	476-9800
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	NOG
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 3.1
Entity Common Stock, Shares Outstanding		100,873,127
Documents Incorporated by Reference	Portions of the definitive proxy statement related to the registrant’s 2024 Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated by reference into Part III of this report for the year ended December 31, 2023.
Document Fiscal Period Focus	FY
Amendment Flag	false
Document Fiscal Year Focus	2023
Entity Central Index Key	0001104485

XML

AUDIT INFORMATION	12 Months Ended
	Dec. 31, 2023
Auditor Information [Abstract]
Auditor Firm ID	34
Auditor Name	Deloitte & Touche LLP
Auditor Location	Minneapolis, Minnesota

XML

BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current Assets:
Cash and Cash Equivalents	$ 8,195	$ 2,528
Accounts Receivable, Net	370,531	271,336
Advances to Operators	49,210	8,976
Prepaid Expenses and Other	2,489	2,014
Derivative Instruments	75,733	35,293
Income Tax Receivable	3,249	338
Total Current Assets	509,407	320,485
Oil and Natural Gas Properties, Full Cost Method of Accounting
Proved	8,428,518	6,492,683
Unproved	36,785	41,565
Other Property and Equipment	8,069	6,858
Total Property and Equipment	8,473,372	6,541,106
Less – Accumulated Depreciation, Depletion and Impairment	(4,541,808)	(4,058,180)
Total Property and Equipment, Net	3,931,563	2,482,926
Derivative Instruments	10,725	12,547
Acquisition Deposit	17,094	43,000
Other Noncurrent Assets, Net	15,466	16,220
Total Assets	4,484,255	2,875,178
Current Liabilities:
Accounts Payable	192,672	128,582
Accrued Liabilities	147,943	121,737
Accrued Interest	26,219	24,347
Derivative Instruments	16,797	58,418
Contingent Consideration	0	10,107
Other Current Liabilities	2,130	1,781
Total Current Liabilities	385,761	344,972
Long-term Debt, Net	1,835,554	1,525,413
Derivative Instruments	105,831	225,905
Deferred Tax Liability	68,488	0
Asset Retirement Obligations	38,203	31,582
Other Noncurrent Liabilities	2,741	2,045
Total Liabilities	2,436,578	2,129,917
Commitments and Contingencies
Stockholders’ Equity
Common Stock, par value $0.001; 135,000,000 authorized; 100,761,148 shares outstanding at 12/31/2023 85,165,807 shares outstanding at 12/31/2022	503	487
Additional Paid-In Capital	2,124,963	1,745,532
Retained Deficit	(77,790)	(1,000,759)
Total Stockholders’ Equity	2,047,676	745,260
Total Liabilities and Stockholders’ Equity	$ 4,484,255	$ 2,875,178

XML

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	135,000,000	135,000,000
Common stock, shares outstanding (in shares)	100,761,148	85,165,807

XML

STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenues
Revenue from Contract with Customer, Product and Service [Extensible Enumeration]	Oil and Gas Sales, Other Revenue	Oil and Gas Sales, Other Revenue	Oil and Gas Sales, Other Revenue
Gain (Loss) on Commodity Derivatives, Net	$ 259,250	$ (415,262)	$ (478,193)
Total Revenues	2,166,259	1,570,535	496,899
Operating Expenses
Production Expenses	347,006	260,676	170,817
Production Taxes	160,118	158,194	76,954
General and Administrative Expenses	46,801	47,201	30,341
Depletion, Depreciation, Amortization and Accretion	486,024	251,272	140,828
Other Expenses	4,448	0	0
Total Operating Expenses	1,044,397	717,343	418,940
Income From Operations	1,121,862	853,192	77,959
Other Income (Expense)
Interest Expense, Net of Capitalization	(135,664)	(80,331)	(59,020)
Gain (Loss) on Interest Rate Derivatives, Net	(1,017)	993	1,043
Gain (Loss) on the Extinguishment of Debt, Net	659	810	(13,087)
Contingent Consideration Gain (Loss)	10,107	1,859	(292)
Other Income (Expense)	4,795	(185)	(9)
Total Other Income (Expense)	(121,120)	(76,854)	(71,365)
Income Before Income Taxes	1,000,742	776,338	6,594
Income Tax Expense	77,773	3,101	233
Net Income	922,969	773,237	6,361
Cumulative Preferred Stock Dividend	0	(9,803)	(14,761)
Premium on Repurchase of Preferred Stock	0	(35,731)	0
Net Income (Loss) Attributable to Common Stockholders	$ 922,969	$ 727,703	$ (8,400)
Net Loss Per Common Share - Basic (in dollars per share)	$ 10.09	$ 9.26	$ (0.13)
Net Loss Per Common Share - Diluted (in dollars per share)	$ 10.03	$ 8.92	$ (0.13)
Weighted Average Shares Outstanding - Basic (in shares)	91,483,687	78,557,216	62,989,543
Weighted Average Shares Outstanding - Diluted (in shares)	92,060,947	86,675,365	62,989,543
Oil and Gas Sales
Revenues
Oil and Gas Sales	$ 1,897,779	$ 1,985,798	$ 975,089
Other Revenue
Revenues
Oil and Gas Sales	$ 9,230	$ 0	$ 3

XML

STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash Flows From Operating Activities
Net Income	$ 922,969	$ 773,237	$ 6,361
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depletion, Depreciation, Amortization and Accretion	486,024	251,272	140,828
Amortization of Debt Issuance Costs	8,096	4,975	3,764
(Gain) Loss on Extinguishment of Debt	(659)	(810)	13,087
Amortization of Bond Premium on Long-term Debt	(1,475)	(2,125)	(413)
Loss on the Sale of Other Property & Equipment	0	185	17
Deferred Income Taxes	76,858	(571)	233
Unrealized (Gain) Loss on Derivative Instruments	(200,314)	(41,180)	311,328
(Gain) Loss on Contingent Consideration	(10,107)	(1,859)	292
Share-Based Compensation Expense	5,660	5,656	3,621
Other	2,404	2,038	3,162
Changes in Working Capital and Other Items:
Accounts Receivable, Net	(101,317)	(74,904)	(122,160)
Prepaid and Other Expenses	(474)	(720)	(1,999)
Accounts Payable	(15,236)	(338)	14,091
Accrued Liabilities	9,154	9,955	12,318
Accrued Interest	1,738	3,607	11,937
Net Cash Provided By Operating Activities	1,183,321	928,418	396,467
Cash Flows From Investing Activities
Acquisitions of and Capital Expenditures on Oil and Natural Gas Properties	(1,844,040)	(1,355,197)	(593,228)
Acquisition Deposit	(17,094)	(43,000)	(40,650)
Purchases of Other Property and Equipment	(1,212)	(4,579)	(556)
Net Cash Used For Investing Activities	(1,862,346)	(1,402,777)	(634,434)
Cash Flows From Financing Activities
Advances on Revolving Credit Facility	998,224	1,260,000	554,000
Repayments on Revolving Credit Facility	(1,156,224)	(996,000)	(1,031,000)
Purchase of Capped Call	0	(36,100)	0
Issuance of Convertible Notes	0	482,971	0
Repayments of Second Lien Notes	0	0	(295,918)
Repayments of Senior Unsecured Promissory Note	0	0	(130,000)
Issuance of Senior Notes	492,840	0	763,500
Repurchase of Senior Notes	(18,436)	(24,907)	0
Debt Issuance Costs Paid	(11,896)	(7,388)	(17,611)
Issuance of Common Stock	514,749	0	438,077
Common Stock Dividends Paid	(123,945)	(51,602)	(4,938)
Repurchases of Common Stock	(8,004)	(54,502)	0
Repurchase of Preferred Stock	0	(81,236)	0
Preferred Stock Dividends Paid	0	(21,664)	(29,212)
Restricted Stock Surrenders - Tax Obligations	(2,616)	(2,206)	(839)
Net Cash Provided By Financing Activities	684,692	467,367	246,059
Net Increase (Decrease) in Cash and Cash Equivalents	5,667	(6,992)	8,092
Cash and Cash Equivalents – Beginning of Period	2,528	9,519	1,428
Cash and Cash Equivalents – End of Period	$ 8,195	$ 2,528	$ 9,519

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STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Common Stock	Preferred Stock	Additional Paid-in Capital	Retained Earnings (Deficit)
Balance at beginning of period (in shares) at Dec. 31, 2020		45,908,779	2,218,732
Balance at beginning of period at Dec. 31, 2020	$ (223,304)	$ 448	$ 2	$ 1,556,602	$ (1,780,357)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Common Stock (in shares)		339,653
Issuance of Common Stock	0
Restricted Stock Forfeitures (in shares)		(14,355)
Restricted Stock Forfeitures	1			1
Share Based Compensation	3,903			3,903
Equity Offerings, Net of Issuance Costs (in shares)		31,125,000
Equity Offerings, Net of Issuance Costs	438,077	$ 31		438,045
Restricted Stock Surrenders - Tax Obligations (in shares)		(60,611)
Restricted Stock Surrenders - Tax Obligations	(839)			(839)
Issuance of Common Stock Warrants	30,512			30,512
Contingent Consideration Settlements (in shares)		43,455
Contingent Consideration Settlements	785			785
Preferred Stock Dividends	(29,212)			(29,212)
Common Stock Dividends Declared	(11,149)			(11,149)
Net Income	6,361				6,361
Balance at end of period (in shares) at Dec. 31, 2021		77,341,921	2,218,732
Balance at end of period at Dec. 31, 2021	215,135	$ 479	$ 2	1,988,649	(1,773,996)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Common Stock (in shares)		125,789
Issuance of Common Stock	0
Restricted Stock Forfeitures (in shares)		(2,615)
Restricted Stock Forfeitures	0
Share Based Compensation	5,873			5,873
Restricted Stock Surrenders - Tax Obligations (in shares)		(89,620)
Restricted Stock Surrenders - Tax Obligations	(2,206)			(2,206)
Conversion of convertible securities (in shares)		7,376,739	(1,643,732)
Conversion of convertible securities	0	$ 7	$ (2)	(6)
Acquisition of Oil and Natural Gas Properties	17,870			17,870
Repurchases of Common Stock (in shares)		(1,909,097)
Repurchases of Common Stock	(54,502)	$ (2)		(54,500)
Purchase of Capped Calls	(36,100)			(36,100)
Repurchases of Preferred Stock (in shares)			(575,000)
Repurchases of Preferred Stock	(81,236)		$ (1)	(81,236)
Preferred Stock Dividends	(21,664)			(21,664)
Common Stock Warrant Exchange Agreement warrant (in shares)		2,322,690
Common Stock Warrant Exchange Agreement - Reliance Warrants	0	$ 2		(2)
Common Stock Dividends Declared	(71,148)			(71,148)
Net Income	773,237				773,237
Balance at end of period (in shares) at Dec. 31, 2022		85,165,807	0
Balance at end of period at Dec. 31, 2022	745,260	$ 487	$ 0	1,745,532	(1,000,759)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Common Stock (in shares)		468,268
Issuance of Common Stock	0
Restricted Stock Forfeitures (in shares)		13,404
Restricted Stock Forfeitures	(54)			(54)
Share Based Compensation	5,994			5,994
Equity Offerings, Net of Issuance Costs (in shares)		15,122,500
Equity Offerings, Net of Issuance Costs	514,749	$ 15		514,734
Restricted Stock Surrenders - Tax Obligations (in shares)		(98,052)
Restricted Stock Surrenders - Tax Obligations	(2,616)			(2,616)
Repurchases of Common Stock (in shares)		(287,751)
Repurchases of Common Stock	(8,004)			(8,004)
Common Stock Warrant Exchange Agreement warrant (in shares)		403,780
Deferred Taxes Related to Capped Calls	8,370			8,370
Common Stock Dividends Declared	(138,992)			(138,992)
Net Income	922,969				922,969
Balance at end of period (in shares) at Dec. 31, 2023		100,761,148	0
Balance at end of period at Dec. 31, 2023	$ 2,047,676	$ 503	$ 0	$ 2,124,963	$ (77,790)

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ORGANIZATION AND NATURE OF BUSINESS

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND NATURE OF BUSINESS

ORGANIZATION AND NATURE OF BUSINESS

Northern Oil and Gas, Inc. (the “Company,” “Northern,” “our” and words of similar import), a Delaware corporation, is an independent energy company engaged in the acquisition, exploration, development and production of oil and natural gas properties in the United States, primarily in the Williston Basin, the Permian Basin and the Appalachian Basin.  The Company’s common stock trades on the New York Stock Exchange under the symbol “NOG”.

The Company’s principal business is crude oil and natural gas exploration, development, and production with operations in the United States.  The Company’s primary strategy is investing in non-operated minority working and mineral interests in oil and gas properties, with a core area of focus in three premier basins within the United States.

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SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  In connection with preparing the financial statements for the year ended December 31, 2023, the Company has evaluated subsequent events through the date of this filing and determined (i) that there were no subsequent events which required recognition in the financial statements through the date of this filing and (ii) to include the disclosure in Note 14 regarding subsequent events.

Use of Estimates

The preparation of financial statements under GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The most significant estimates relate to proved crude oil and natural gas reserves, which includes limited control over future development plans as a non-operator, estimates relating to certain crude oil and natural gas revenues and expenses, fair value of derivative instruments, fair value of contingent consideration, acquisition date fair values of assets acquired and liabilities assumed, impairment of crude oil and natural gas properties, asset retirement obligations and deferred income taxes. 

Management’s estimates and assumptions were based on historical data and consideration of future market conditions. Given the uncertainty inherent in any projection, actual results may differ from the estimates and assumptions used, and conditions may change, which could materially affect amounts reported in the financial statements.

Reclassifications

Certain prior period balances in the statements of cash flows have been reclassified to conform to the current year presentation. Such reclassifications had no impact on net income (loss), cash flows or stockholders’ equity (deficit) previously reported.

Cash and Cash Equivalents

The Company considers highly liquid investments with insignificant interest rate risk and original maturities to the Company of three months or less to be cash equivalents.  Cash equivalents consist primarily of interest-bearing bank accounts.  The Company’s cash positions represent assets held in checking and money market accounts. Cash and cash equivalents are generally available on a daily or weekly basis and are highly liquid in nature.

Accounts Receivable

Accounts receivable are carried on a gross basis, with no discounting. The Company regularly reviews all aged accounts receivable for collectability and establishes an allowance as necessary for individual balances. Accounts receivable not expected to be collected within the next twelve months are included within Other Noncurrent Assets, Net in the balance sheets.

The allowance for doubtful accounts was $4.0 million and $4.9 million as of December 31, 2023 and 2022, respectively. 

As of December 31, 2023 and 2022, the Company included accounts receivable of $2.4 million and $3.2 million, respectively, in Other Noncurrent Assets, Net due to their long-term nature.

Advances to Operators

The Company participates in the drilling of crude oil and natural gas wells with other working interest partners.  Due to the capital intensive nature of crude oil and natural gas drilling activities, the working interest partner responsible for conducting the drilling operations may request advance payments from other working interest partners for their share of the costs.  The Company expects such advances to be applied by working interest partners against joint interest billings for its share of drilling operations within 90 days from when the advance is paid.

Other Property and Equipment

Property and equipment that are not crude oil and natural gas properties are recorded at cost and depreciated using the straight-line method over their estimated useful lives of three to seven years.  Expenditures for replacements, renewals, and betterments are capitalized.  Maintenance and repairs are charged to operations as incurred.  Long-lived assets, other than crude oil and natural gas properties, are evaluated for impairment to determine if current circumstances and market conditions indicate the carrying amount may not be recoverable.  The Company has not recognized any impairment losses on non-crude oil and natural gas long-lived assets.

Oil and Gas Properties

The Company follows the full cost method of accounting for crude oil and natural gas operations whereby all costs related to the exploration and development of crude oil and natural gas properties are capitalized into a single cost center (“full cost pool”).  Such costs include land acquisition costs, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling directly related to acquisition, and exploration activities.  Internal costs that are capitalized are directly attributable to acquisition, exploration and development activities and do not include costs related to production, general corporate overhead or similar activities.  Costs associated with production and general corporate activities are expensed in the period incurred.  Capitalized costs are summarized as follows for the years ended December 31, 2023, 2022 and 2021, respectively:

	December 31,
(In thousands)	2023		2022		2021
Capitalized Certain Payroll and Other Internal Costs	$	1,036	$	1,045	$	1,353
Capitalized Interest Costs	2,999		3,365		1,103
Total	$	4,036	$	4,410	$	2,456

As of December 31, 2023, the Company held leasehold and other oil and gas interests in the United States in the Williston Basin, Permian Basin and Appalachian Basin.

Proceeds from property sales will generally be credited to the full cost pool, with no gain or loss recognized, unless such a sale would significantly alter the relationship between capitalized costs and the proved reserves attributable to these costs.  A significant alteration would typically involve a sale of 25% or more of the proved reserves related to a single full cost pool.  In the years ended December 31, 2023, 2022 and 2021, there were no property sales that resulted in a significant alteration.

Under the full cost method of accounting, the Company is required to perform a ceiling test each quarter.  The test determines a limit, or ceiling, on the net book value of the proved oil and gas properties.  Net capitalized costs are limited to the lower of unamortized cost net of deferred income taxes, or the cost center ceiling.  The proved oil and natural gas properties, net balance was $3.9 billion as of December 31, 2023. The cost center ceiling is defined as the sum of (a) estimated future net revenues, discounted at 10% per annum, from proved reserves, based on the trailing twelve-month unweighted average of the first-day-of-the-month price, adjusted for any contract provisions or financial derivatives designated as hedges for accounting purposes, if any, that hedge the Company’s oil and natural gas revenue, and excluding the estimated abandonment costs for properties with asset retirement obligations recorded in the balance sheet, (b) the cost of properties not being amortized, if any, and (c) the lower of cost or market value of unproved properties included in the cost being amortized, including related deferred taxes for differences between the book and tax basis of the oil and natural gas properties.  If the net book value, including related deferred taxes, exceeds the ceiling, an impairment or non-cash writedown is required.

The Company did not have any ceiling test impairment for the years ended December 31, 2023, 2022 and 2021. Impairment charges affect the Company’s reported net income but do not reduce the Company’s cash flow.

The Company computes the provision for depletion of oil and natural gas properties using the unit-of-production method based upon production and estimates of proved reserve quantities. Unproved costs and related carrying costs are excluded from the depletion base until the properties associated with these costs are considered proved or impaired. The following table presents depletion and depletion per BOE sold of the Company’s proved oil and natural gas properties for the periods presented:

	Year Ended December 31,
(In thousands)	2023		2022		2021
Depletion of Proved Oil and Natural Gas Properties	$	482,306	$	248,252	$	138,759
Depletion per BOE Produced	$	13.37	$	9.01	$	7.07

The Company believes that the majority of its unproved costs will become subject to depletion within the next five years by proving up reserves relating to the acreage through exploration and development activities, by impairing the acreage that will expire before the Company can explore or develop it further or by determining that further exploration and development activity will not occur. The timing by which all other properties will become subject to depletion will be dependent upon the timing of future drilling activities and delineation of its reserves.

Capitalized costs associated with impaired unproved properties, which includes leases that have expired or have been deemed uneconomic, and capitalized costs related to properties having proved reserves, plus the estimated future development costs and asset retirement costs, are included in the depletion calculation.  Under this method, depletion is calculated at the end of each period by multiplying total production for the period by a depletion rate.  The depletion rate is determined by dividing the total unamortized cost base plus future development costs by net equivalent proved reserves at the beginning of the period.  The costs of unproved properties are withheld from the depletion base until such time as they are either developed or otherwise transferred to the full cost pool.  When proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion and full cost ceiling calculations.  For the years ended December 31, 2023, 2022 and 2021, unproved properties of $5.2 million, $8.7 million, and $3.0 million, respectively, were impaired.

Asset Retirement Obligations

The Company records a liability equal to the fair value of the estimated cost to retire an asset upon initial recognition.  The asset retirement liability is recorded in the period in which the obligation meets the definition of a liability.  When the liability is initially recorded, the Company increases the carrying amount of oil and natural gas properties by an amount equal to the original liability.  The liability is accreted to its present value each period, and the capitalized cost is depreciated consistent with depletion of proved properties. Upon settlement of the liability or the sale of the well, the liability is relieved.  These liability amounts may change because of changes in asset lives, estimated costs of abandonment or legal or statutory remediation requirements.

Business Combinations

The Company accounts for its acquisitions that qualify as a business using the acquisition method. Under the acquisition method, assets acquired and liabilities assumed are recognized and measured at their fair values. The use of fair value accounting requires the use of significant judgment since some transaction components do not have fair values that are readily determinable. The excess, if any, of the purchase price over the net fair value amounts assigned to assets acquired and liabilities assumed is recognized as goodwill. Conversely, if the fair value of assets acquired exceeds the purchase price, including liabilities assumed, the excess is immediately recognized in earnings as a bargain purchase gain.

Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, receivables, payables, commodity derivative assets and liabilities, contingent consideration, and long-term debt. The carrying amounts of cash and cash equivalents, receivables and payables approximate fair value due to the highly liquid or short-term nature of these instruments. The fair values of the Company’s derivative instruments assets and liabilities are based on a third-party industry-standard pricing model using contract terms and prices and assumptions and inputs that are substantially observable in active markets throughout the full term of the instruments, including forward oil price curves, discount rates, volatility factors and credit risk adjustments. The fair values of the Company’s contingent consideration liabilities are determined by a third-party valuation specialist using Monte Carlo simulations that include observable market data.

The carrying amount of long-term debt associated with borrowings outstanding under the Company’s Revolving Credit Facility approximates fair value as borrowings bear interest at variable rates. The carrying amounts of the Company’s Senior Notes and Convertible Notes (see Note 4 below) may not approximate fair value because carrying amounts are net of unamortized premiums and debt issuance costs, and the Senior Notes and Convertible Notes bear interest at fixed rates. See Note 11 for additional discussion.

Debt Issuance Costs

Debt issuance costs related to our Senior Notes and Convertible Notes are included as a deduction from the carrying amount of long-term debt in the balance sheets and are amortized to interest expense using the effective interest method over the term of the related debt. Debt issuance costs related to the Revolving Credit Facility are included in other noncurrent assets and are amortized to interest expense on a straight-line basis over the term of the agreement.

Debt Premiums

Debt premiums related to the Company’s Senior Notes are included as an addition to the carrying amount of the long-term debt in the balance sheets and are amortized to interest expense using the effective interest method over the term of the related notes.

Revenue Recognition

The Company’s revenues are primarily derived from its interests in the sale of oil and natural gas production. The Company recognizes revenue from its interests in the sales of crude oil and natural gas in the period that its performance obligations are satisfied. Performance obligations are satisfied when the customer obtains control of the product, when the Company has no further obligations to perform related to the sale, when the transaction price has been determined and when collectability is probable. The sales of oil and natural gas are made under contracts which the third-party operators of the wells have negotiated with customers, which typically include variable consideration that is based on pricing tied to local indices and volumes delivered in the current month. The Company receives payment from the sale of oil and natural gas production from one to three months after delivery. At the end of each month when the performance obligation is satisfied, the variable consideration can be reasonably estimated and amounts due from customers are accrued in trade receivables, net in the balance sheets. Variances between the Company’s estimated revenue and actual payments are recorded in the month the payment is received, however, differences have been and are insignificant. Accordingly, the variable consideration is not constrained.

The Company does not disclose the value of unsatisfied performance obligations under its contracts with customers as it applies the practical exemption, which applies to variable consideration that is recognized as control of the product is transferred to the customer. Since each unit of product represents a separate performance obligation, future volumes are wholly unsatisfied, and disclosure of the transaction price allocated to remaining performance obligations is not required.

The Company’s oil is typically sold at delivery points under contract terms that are common in our industry. The Company’s natural gas produced is delivered by the well operators to various purchasers at agreed upon delivery points under a limited number of contract types that are also common in our industry. Regardless of the contract type, the terms of these contracts compensate the well operators for the value of the oil and natural gas at specified prices, and then the well operators will remit payment to the Company for its share in the value of the oil and natural gas sold.

A wellhead imbalance liability equal to the Company’s share is recorded to the extent that the Company’s well operators have sold volumes in excess of its share of remaining reserves in an underlying property. However, for the years ended December 31, 2023, 2022 and 2021, the Company’s natural gas production was in balance, meaning its cumulative portion of natural gas production taken and sold from wells in which it has an interest equaled its entitled interest in natural gas production from those wells.

The Company’s disaggregated revenue has two primary sources: oil sales and natural gas and NGL sales. Substantially all of the Company’s oil and natural gas sales come from three geographic areas in the United States: the Williston Basin (North Dakota and Montana), the Permian Basin (New Mexico and Texas), and the Appalachian Basin (Pennsylvania and Ohio). The following tables present the disaggregation of the Company’s oil revenues and natural gas and NGL revenues by basin for the years ended December 31, 2023, 2022 and 2021.

	Twelve Months Ended December 31, 2023
(In thousands)	Williston		Permian		Appalachian		Total
Oil Revenues	$	925,852	$	720,245	$	—	$	1,646,096
Natural Gas and NGL Revenues	114,497		101,386		35,800		251,682
Total	$	1,040,348	$	821,631	$	35,800	$	1,897,779

	Twelve Months Ended December 31, 2022
(In thousands)	Williston		Permian		Appalachian		Total
Oil Revenues	$	1,058,878	$	415,732	$	—	$	1,474,610
Natural Gas and NGL Revenues	260,462		116,034		134,692		511,188
Total	$	1,319,340	$	531,766	$	134,692	$	1,985,798

	Twelve Months Ended December 31, 2021
(In thousands)	Williston		Permian		Appalachian		Total
Oil Revenues	$	730,982	$	42,488	$	—	$	773,470
Natural Gas and NGL Revenues	141,425		7,386		52,808		201,619
Total	$	872,408	$	49,874	$	52,808	$	975,089

Concentrations of Market, Credit Risk and Other Risks

The future results of the Company’s crude oil and natural gas operations will be affected by the market prices of crude oil and natural gas.  The availability of a ready market for crude oil and natural gas products in the future will depend on numerous factors beyond the control of the Company, including weather, imports, marketing of competitive fuels, proximity and capacity of crude oil and natural gas pipelines and other transportation facilities, any oversupply or undersupply of crude oil, natural gas and liquid products, the regulatory environment, the economic environment, and other regional and political events, none of which can be predicted with certainty.

The Company operates in the exploration, development and production sector of the crude oil and natural gas industry.  The Company’s receivables include amounts due, indirectly via the third-party operators of the wells, from purchasers of its crude oil and natural gas production.  While certain of these customers, as well as third-party operators of the wells, are affected by periodic downturns in the economy in general or in their specific segment of the crude oil or natural gas industry, the Company believes that its level of credit-related losses due to such economic fluctuations have been immaterial.

As a non-operator, 100% of the Company’s wells are operated by third-party operating partners. As a result, the Company is highly dependent on the success of these third-party operators. If they are not successful in the exploration, development and production activities relating to the Company’s leasehold interests, or are unable or unwilling to perform, the Company’s financial condition and results of operation could be adversely affected. These risks are heightened in a low commodity price environment, which may present significant challenges to these third-party operators. The Company’s third-party operators will make decisions in connection with their operations that may not be in the Company’s best interests, and the Company may have little or no ability to exercise influence over the operational decisions of its third-party operators. For the years ended December 31, 2023, 2022 and 2021, the Company’s top four operators made up 38%, 39% and 50%, respectively, of total oil and natural gas sales.

The Company faces concentration risk due to the fact that substantially all of its oil and natural gas revenue is sourced from a limited number of geographic areas of operations. As a result, the Company is disproportionately exposed to risks that affect one or more of those areas in the Williston Basin (North Dakota and Montana), the Permian Basin (New Mexico and Texas), and the Appalachian Basin (Pennsylvania and Ohio).

The Company manages and controls market and counterparty credit risk. In the normal course of business, collateral is not required for financial instruments with credit risk. Financial instruments which potentially subject the Company to credit risk consist principally of cash balances and derivative financial instruments. The Company maintains cash and cash equivalents in bank deposit accounts which, at times, may exceed the federally insured limits. The Company has not experienced any significant losses from such investments. The Company attempts to limit the amount of credit exposure to any one financial

institution or company. The Company believes the credit quality of its counterparties is generally high. In the normal course of business, letters of credit or parent guarantees may be required for counterparties which management perceives to have a higher credit risk.

Stock-Based Compensation

The Company records expense associated with the fair value of stock-based compensation.  For fully vested stock and restricted stock grants, the Company calculates the stock-based compensation expense based upon estimated fair value on the date of grant.  In determining the fair value of performance-based share awards subject to market conditions, the Company utilizes a Monte Carlo simulation prepared by an independent third-party.  For stock options, the Company uses the Black-Scholes option valuation model to calculate stock-based compensation at the date of grant.  Option pricing models require the input of highly subjective assumptions, including the expected price volatility.  Changes in these assumptions can materially affect the fair value estimate.

Treasury Stock

Treasury stock is recorded at cost, which includes incremental direct transaction costs, and is retired upon acquisition as a result of share repurchases under the share repurchase program or from the withholding of shares of stock to satisfy employee tax withholding obligations that arise upon the lapse of restrictions on their stock-based awards at the employees’ election.

Income Taxes

The Company’s income tax expense, deferred tax assets and deferred tax liabilities reflect management’s best assessment of estimated current and future taxes to be paid.  The Company estimates for each interim reporting period the effective tax rate expected for the full fiscal year and uses that estimated rate in providing for income taxes on a current year-to-date basis.  The Company’s only taxing jurisdictions are the United States and the US states in which we operate.

Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future.  In evaluating the Company’s ability to recover its deferred tax assets, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations.  In projecting future taxable income, the Company begins with historical results and incorporates assumptions about the amount of future state and federal pretax operating income adjusted for items that do not have tax consequences.  The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates the Company is using to manage the underlying businesses.

Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all of the benefits of deferred tax assets will not be realized. In assessing the need for a valuation allowance for the Company’s deferred tax assets, a significant item of positive evidence considered was the cumulative book income in recent years. The Company had historically been in a cumulative book loss position, driven primarily by full cost ceiling test impairments during the prior periods. Additionally, at December 31, 2023, the Company had a net deferred tax liability (prior to consideration of valuation allowance) and estimates the deferred tax liabilities will reverse and create taxable income against which the deferred tax assets may be realized. The Company also considered negative evidence including the fact that the Company’s revenue, profitability and future growth are dependent upon prevailing and future prices for oil and natural gas, which continue to be volatile. Based on all factors considered, management released the valuation allowance against the Company’s federal and the majority of its state deferred tax assets at December 31, 2023. Accordingly, the valuation allowance against certain of the Company’s deferred tax assets at December 31, 2023 and 2022 was $1.9 million and $156.3 million, respectively.

Derivative Instruments and Price Risk Management

The Company uses derivative instruments to manage market risks resulting from fluctuations in the prices of crude oil and natural gas commodities.  The Company enters into derivative contracts, including price swaps, caps and floors, which require payments to (or receipts from) counterparties based on the differential between a fixed price and a variable price for a fixed quantity of the applicable commodity without the exchange of underlying volumes.  The notional amounts of these financial instruments are based on expected production from existing wells.  The Company may also use exchange traded futures contracts and option contracts to hedge the delivery price of commodities at a future date.

The Company recognizes derivative instruments as assets or liabilities in the balance sheet, measured at fair value and marked-to-market at the end of each period.  Any realized gains and losses on settled derivatives, as well as mark-to-market gains or losses, are aggregated and recorded to gain (loss) on derivative instruments, net on the statements of operations.  See Note 12 for a description of the derivative contracts into which the Company has entered.

Employee Benefit Plans

The Company sponsors a 401(k) defined contribution plan for the benefit of substantially all employees at the date of hire. The plan allows eligible employees to make pre-tax contributions up to 100% of their annual compensation, not to exceed annual limits established by the federal government. Employees are 100% vested in the employer contributions upon receipt.

Net Income (Loss) Per Common Share

Basic earnings per share (“EPS”) are computed by dividing net income (loss) attributable to common stockholders (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include shares issuable upon exercise of stock options or warrants and vesting of restricted stock awards, and shares issuable upon conversion of the Series A Preferred Stock (as defined below) or Convertible Notes (see Note 4). The number of potential common shares outstanding are calculated using the treasury stock or if-converted method.

In those reporting periods in which the Company has reported net income available to common stockholders, anti-dilutive shares generally are comprised of the restricted stock that has average unrecognized stock compensation expense greater than the average stock price. In those reporting periods in which the Company has a net loss, anti-dilutive shares are comprised of the impact of those number of shares that would have been dilutive had the Company had net income plus the number of common stock equivalents that would be anti-dilutive had the company had net income.

Restricted stock awards are excluded from the calculation of basic weighted average common shares outstanding until they vest. For restricted stock awards that vest based on achievement of performance and/or market conditions, the number of contingently issuable common shares included in diluted weighted-average common shares outstanding is based on the number of common shares, if any, that would be issuable under the terms of the arrangement if the end of the reporting period were the end of the contingency period, assuming the result would be dilutive.

Supplemental Cash Flow Information

The following reflects the Company’s supplemental cash flow information for the years ended December 31, 2023, 2022 and 2021:

	December 31,
(In thousands)	2023		2022		2021
Supplemental Cash Items:
Cash Paid During the Period for Interest, Net of Amount Capitalized	$	128,943	$	74,933	$	46,951
Cash Paid During the Period for Income Taxes	3,826		3,672		—
Non-cash Investing Activities:
Capital Expenditures on Oil and Natural Gas Properties Included in Accounts Payable and Accrued Liabilities	236,314		163,059		111,897
Capitalized Asset Retirement Obligations	5,413		3,917		6,950
Contingent Consideration	—		11,966		785
Compensation Capitalized on Oil and Gas Properties	280		218		282
Issuance of Common Stock Warrants - Acquisitions of Oil and Natural Gas Properties	—		17,870		30,512
Accrued Liabilities From Acquisitions of Oil and Natural Gas Properties	5,168		—		—
Other Property and Equipment Included in Accounts Payable	—		—		578
Non-cash Financing Activities:
Common Stock Dividends Declared, but not paid	40,496		19,546		6,210
Issuance of Common Stock for Preferred Stock Exchange	—		36,627		—
Issuance of Common Stock Warrants - Acquisitions of Oil and Natural Gas Properties	—		17,870		—
Issuance of Common Stock in Exchange for Warrants	13,328		76,904		—

Adopted and Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires the Company to disclose disaggregated jurisdictional and categorical information for the tax rate reconciliation, income taxes paid and other income tax related amounts. This guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The adoption is expected to enhance the Company's Notes to the Consolidated Financial Statements. The Company is currently evaluating the impact the new standard will have on its financial statements and related disclosure.

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires the Company to expand the breadth and frequency of segment disclosures to include additional information about significant segment expenses, the chief operating decision maker (CODM) and other items, and also require the annual disclosures on an interim basis. This guidance is effective for annual periods beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact the new standard will have on its financial statements and related disclosure.

In October 2023, the FASB issued ASU 2023-06 Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends GAAP to include 14 disclosure requirements that are currently required under SEC

Regulation S-X or Regulation S-K. Each amendment will be effective on the date on which the SEC removes the related disclosure requirement from SEC Regulation S-X or Regulation S-K. The Company is currently evaluating the impact the new standard will have on its financial statements and related disclosure.

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CRUDE OIL AND NATURAL GAS PROPERTIES

12 Months Ended

Dec. 31, 2023

Oil and Gas Exploration and Production Industries Disclosures [Abstract]

CRUDE OIL AND NATURAL GAS PROPERTIES

CRUDE OIL AND NATURAL GAS PROPERTIES

The book value of the Company’s crude oil and natural gas properties consists of all acquisition costs (including cash expenditures and the value of stock consideration), drilling costs and other associated capitalized costs.  Acquisitions are accounted for as purchases and, accordingly, the results of operations are included in the accompanying statements of operations from the closing date of the acquisition. Acquired assets and liabilities assumed are recorded based on their estimated fair value at the time of the acquisition.

2023 Acquisitions

During 2023, the Company completed the following larger bolt-on acquisitions (each as defined and described below): the MPDC Acquisition, the Forge Acquisition and the Novo Acquisition (collectively, the “2023 Bolt-on Acquisitions”).

During 2023, in addition to the 2023 Bolt-on Acquisitions, the Company acquired oil and natural gas properties through a number of smaller independent transactions for a total of $277.9 million.

MPDC Acquisition

On January 5, 2023, the Company completed its acquisition (the “MPDC Acquisition”) of certain oil and gas properties, interests and related assets from Midland Petro D.C. Partners, LLC and Collegiate Midstream LLC (collectively, “MPDC”), effective as of August 1, 2022. At closing, the Company acquired a 39.958% working interest in MPDC’s four-unit development project in the Permian Midland Basin, which includes an interest in gathering assets associated with the project.

The total consideration at closing was $319.9 million in cash. As a result of customary post-closing adjustments, the Company reduced its proved oil and natural gas properties and total consideration by $8.2 million subsequent to closing.

The results of operations from the acquisition from the January 5, 2023 closing date through December 31, 2023, represented approximately $157.0 million of revenue and $102.3 million of income from operations. The Company incurred $3.5 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations. The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

	(In thousands)
Fair value of net assets:
Proved oil and natural gas properties	$	320,395
Total assets acquired	320,395
Asset retirement obligations	(451)
Net assets acquired	$	319,944
Fair value of consideration paid for net assets:
Cash consideration	$	319,944
Total fair value of consideration transferred	$	319,944

Forge Acquisition

On June 30, 2023, the Company completed its acquisition (the “Forge Acquisition”) of Permian Delaware Basin assets from Forge Energy II Delaware, LLC (“Forge”), effective as of March 1, 2023. At closing, the Company acquired a 30% undivided stake in the assets sold by Forge, with Vital Energy, Inc., an unaffiliated third party, acquiring the other 70% and becoming the operator of the assets.

The total consideration at closing, net to the Company, was $167.9 million in cash. As a result of customary post-closing adjustments, the Company reduced its proved oil and natural gas properties and total consideration by $0.7 million subsequent to closing.

The results of operations from the acquisition from the June 30, 2023, closing date through December 31, 2023, represented approximately $46.0 million of revenue and $29.3 million of income from operations. The Company incurred $2.3 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations. The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

	(In thousands)
Fair value of net assets:
Proved oil and natural gas properties	$	164,925
Unproved oil and natural gas properties	3,892
Total assets acquired	168,817
Asset retirement obligations	(889)
Net assets acquired	$	167,928
Fair value of consideration paid for net assets:
Cash consideration	$	167,928
Total fair value of consideration transferred	$	167,928

Novo Acquisition

On August 15, 2023, the Company completed its acquisition (the “Novo Acquisition”) of certain Permian Delaware Basin assets of Novo Oil & Gas Holdings, LLC (“Novo”), effective as of May 1, 2023. At closing, the Company acquired a 33.33% undivided stake in the assets sold by Novo to Earthstone Energy Holdings, LLC (“Earthstone”), an unaffiliated third party, with Earthstone retaining the other 66.67% and becoming operator of the acquired assets.

The total consideration at closing, net to the Company, was $468.4 million in cash. As a result of customary post-closing adjustments, the Company reduced its proved oil and natural gas properties and total consideration by $1.2 million subsequent to closing.

The results of operations from the acquisition from the August 15, 2023 closing date through December 31, 2023, represented approximately $78.5 million of revenue and $40.9 million of income from operations. The Company incurred $4.6 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations. The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

	(In thousands)
Fair value of net assets:
Proved oil and natural gas properties	$	474,417
Total assets acquired	474,417
Asset retirement obligations	(813)
Accrued Liabilities	(5,168)
Net assets acquired	$	468,436
Fair value of consideration paid for net assets:
Cash consideration	$	468,436
Total fair value of consideration transferred	$	468,436

2022 Acquisitions

During 2022, the Company completed the following larger bolt-on acquisitions (each as defined and described below): the Veritas Acquisition, the Incline Acquisition, the Vital Acquisition, the Alpha Acquisition, and the Delaware Acquisition (collectively, the “2022 Bolt-on Acquisitions”).

During 2022, in addition to the 2022 Bolt-on Acquisitions, the Company acquired oil and natural gas properties through a number of smaller independent transactions for a total of $100.0 million.

Veritas Acquisition

On January 27, 2022, the Company completed the acquisition of certain non-operated oil and gas properties, interests and related assets in the Permian Basin from Veritas TM Resources, LLC, Veritas Permian Resources, LLC, Veritas Lone Star Resources, LLC, and Veritas MOC Resources, LLC, effective as of October 1, 2021 (the “Veritas Acquisition”).

The total consideration was $408.8 million, which included $390.9 million in cash and warrants to purchase 1,939,998 shares of the Company’s common stock, par value $0.001 per share, at an exercise price equal to $28.30 per share. The warrants had a total estimated fair value of $17.9 million. As a result of customary post-closing adjustments, the Company further decreased its proved oil and natural gas properties and total consideration by $3.1 million subsequent to closing.

The results of operations from the acquisition from the January 27, 2022 closing date through December 31, 2022, represented approximately $244.1 million of revenue and $168.0 million of income from operations. The Company incurred $7.3 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations. The following table reflects the fair values of the net assets and liabilities as of the date of acquisition:

	(In thousands)
Fair value of net assets:
Proved oil and natural gas properties	$	383,755
Unproved oil and natural gas properties	26,262
Total assets acquired	410,017
Asset retirement obligations	(1,219)
Net assets acquired	$	408,798
Fair value of consideration paid for net assets:
Cash consideration	$	390,928
Issuance of Common Stock Warrants (1.9 million shares at $28.30 per share)	17,870
Total fair value of consideration transferred	$	408,798

Incline Acquisition

On August 15, 2022, the Company completed the acquisition of certain non-operated oil and gas properties, interests and related assets in the Williston Basin from Incline Bakken, LLC, effective as of April 1, 2022 (the “Incline Acquisition”).

The total consideration at closing was $159.8 million, which includes $158.0 million in cash and $1.8 million in value attributable to potential additional contingent consideration (described in more detail below). As a result of customary post-closing adjustments, the Company reduced its proved oil and natural gas properties and total consideration by $7.5 million subsequent to closing.

The results of operations from the acquisition from the August 15, 2022 closing date through December 31, 2022, represented approximately $25.3 million of revenue and $17.0 million of income from operations. The Company incurred $1.1 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations. The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

	(In thousands)
Fair value of net assets:
Proved oil and natural gas properties	$	160,155
Total assets acquired	160,155
Asset retirement obligations	(319)
Net assets acquired	$	159,836
Fair value of consideration paid for net assets:
Cash consideration	$	157,977
Contingent consideration	1,850
Total fair value of consideration transferred	$	159,827

A contingent consideration liability arising from potential additional consideration in connection with the Incline Acquisition was recognized at its fair value. The seller had the potential to earn up to $5.0 million of additional cash consideration dependent upon NYMEX WTI oil pricing at the end of 2022. This contingent consideration was not earned, and there was no remaining liability as of December 31, 2022.

Vital Acquisition

On October 3, 2022, the Company completed the acquisition of certain non-operated oil and gas properties, interests and related assets in the Permian Midland Basin from Vital Energy, Inc. (formerly Laredo Petroleum, Inc.), effective as of August 1, 2022 (the “Vital Acquisition”).

The total consideration at closing was $110.1 million in cash. As a result of customary post-closing adjustments, the Company reduced its proved oil and natural gas properties and total consideration by $6.0 million subsequent to closing.

The results of operations from the acquisition from the October 3, 2022 closing date through December 31, 2022, represented approximately $9.4 million of revenue and $6.8 million of income from operations. The Company incurred $0.8 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations. The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

	(In thousands)
Fair value of net assets:
Proved oil and natural gas properties	$	110,258
Total assets acquired	110,258
Asset retirement obligations	(187)
Net assets acquired	$	110,071
Fair value of consideration paid for net assets:
Cash consideration	$	110,071
Total fair value of consideration transferred	$	110,071

Alpha Acquisition

On December 1, 2022, the Company completed the acquisition of certain non-operated oil and gas properties, interests and related assets in the Permian Delaware Basin from Alpha Energy Partners, effective as of September 1, 2022 (the “Alpha Acquisition”).

The total consideration at closing was $164.0 million, which includes $153.9 million in cash and $10.1 million in value attributable to potential additional contingent consideration (described in more detail below). As a result of customary post-closing adjustments, the Company may adjust its proved oil and natural gas properties and total consideration subsequent to closing.

The results of operations from the acquisition from the December 1, 2022 closing date through December 31, 2022, represented approximately $2.6 million of revenue and $1.5 million of income from operations. The Company incurred $1.3 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations. The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

	(In thousands)
Fair value of net assets:
Proved oil and natural gas properties	$	164,300
Total assets acquired	164,300
Asset retirement obligations	(278)
Net assets acquired	$	164,023
Fair value of consideration paid for net assets:
Cash consideration	$	153,916
Contingent consideration	10,107
Total fair value of consideration transferred	$	164,023

A contingent consideration liability arising from potential additional consideration in connection with the Alpha Acquisition was recognized at its fair value. The seller had the potential to earn additional cash consideration dependent upon average front month NYMEX WTI oil pricing during the first six months of 2023. The amount was to be determined on a sliding scale from zero additional consideration if such pricing was below $75.00 per barrel, up to $22.5 million of additional consideration if such pricing was at least $87.85 per barrel. This contingent consideration was not earned, and there was no remaining associated liability as of December 31, 2023. The acquisition date fair value of the potential additional consideration, totaling $10.1 million, was recorded within contingent consideration liabilities on the Company’s balance sheets. Changes in the fair value of the liability are recorded in other income (expense) on the Company’s statement of operations.

Delaware Acquisition

On December 16, 2022, the Company completed the acquisition of certain non-operated oil and gas properties, interests and related assets in the Permian Delaware Basin from a private seller, effective as of November 1, 2022 (the “Delaware Acquisition”).

The total consideration at closing was $131.6 million in cash. As a result of customary post-closing adjustments, the Company increased its proved oil and natural gas properties and total consideration by $0.1 million subsequent to closing.

The results of operations from the acquisition from the December 16, 2022 closing date through December 31, 2022, represented approximately $1.2 million of revenue and $0.7 million of income from operations. The Company incurred $1.3 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations. The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

	(In thousands)
Fair value of net assets:
Proved oil and natural gas properties	$	131,773
Total assets acquired	131,773
Asset retirement obligations	(155)
Net assets acquired	$	131,618
Fair value of consideration paid for net assets:
Cash consideration	$	131,618
Total fair value of consideration transferred	$	131,618

Pro Forma Information

The following summarized unaudited pro forma statement of operations information for the years ended December 31, 2023 and December 31, 2022 assumes that each of the 2023 Bolt-on Acquisitions and 2022 Bolt-on Acquisitions occurred as of January 1, 2022. The Company prepared the following summarized unaudited pro forma financial results for comparative purposes only. The summarized unaudited pro forma information may not be indicative of the results that would have occurred had the Company completed the acquisitions as of January 1, 2022, or that would be attained in the future.

	Year Ended December 31,		Year Ended December 31,
(In thousands)	2023		2022
Total Revenues	$	2,474,121	$	2,376,913
Net Income	$	1,177,068	$	1,414,369

Divestitures

From time-to-time the Company may divest assets. In addition, the Company may trade leasehold interests with operators to balance working interests in spacing units to facilitate and encourage a more expedited development of the Company’s acreage.

Unproved Properties

Unproved properties not being amortized comprise approximately 25,880 net acres and 27,663 net acres of undeveloped leasehold interests at December 31, 2023 and 2022, respectively.  The Company believes that the majority of its unproved costs will become subject to depletion within the next five years by proving up reserves relating to the acreage through exploration and development activities, by impairing the acreage that will expire before the Company can explore or develop it further or by determining that further exploration and development activity will not occur.  The timing by which all other properties will become subject to depletion will be dependent upon the timing of future drilling activities and delineation of its reserves.

Excluded costs for unproved properties are accumulated by year.  Costs are reflected in the full cost pool as the drilling costs are incurred or as costs are evaluated and deemed impaired and transferred into the full cost pool.  The Company anticipates these excluded costs will be included in the depletion computation over the next five years.  The Company is unable to predict the future impact on depletion rates.   The following is a summary of capitalized costs excluded from depletion at December 31, 2023 by year incurred.

	December 31,
(In thousands)	2023		2022		2021		Prior Years
Property Acquisition	$	2,064	$	12,865	$	12,097	$	9,759
Development	—		—		—		—
Total	$	2,064	$	12,865	$	12,097	$	9,759

The Company historically has acquired unproved properties by purchasing individual or small groups of leases directly from mineral owners, landmen or lease brokers, which leases historically have not been subject to specified drilling projects, and by

purchasing lease packages in identified project areas controlled by specific operators.  The Company generally participates in drilling activities on a heads up basis by electing whether to participate in each well on a well-by-well basis at the time wells are proposed for drilling.

The Company assesses all items classified as unproved property on an annual basis, or if certain circumstances exist, more frequently, for possible impairment or reduction in value.  The assessment includes consideration of the following factors, among others:  intent to drill, remaining lease term, geological and geophysical evaluations, drilling results and activity, the assignment of proved reserves, and the economic viability of development if proved reserves are assigned.  During any period in which these factors indicate an impairment, the cumulative costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to depletion and amortization.

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LONG TERM DEBT

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

LONG TERM DEBT

LONG-TERM DEBT

The Company’s long-term debt consists of the following:

	December 31, 2023
(In thousands)	Principal Balance		Unamortized Net Premium (Discount)		Debt Issuance Costs, Net		Long-term Debt, Net
Revolving Credit Facility (1)	$	161,000	$	—	$	—	$	161,000
Senior Notes due 2028	705,108		8,376		(9,366)		704,117
Convertible Notes due 2029	500,000		—		(14,214)		485,786
Senior Notes due 2031	500,000		(6,600)		(8,749)		484,651
Total	$	1,866,108	$	1,776	$	(32,330)	$	1,835,554
	December 31, 2022
	Principal Balance		Unamortized Net Premium		Debt Issuance Costs, Net		Long-term Debt, Net
Revolving Credit Facility (1)	$	319,000	$	—	$	—	$	319,000
Senior Notes due 2028	724,235		10,682		(11,946)		722,972
Convertible Notes due 2029	500,000		—		(16,558)		483,442
Total	$	1,543,235	$	10,682	$	(28,504)	$	1,525,413

_______________

(1)Debt issuance costs related to the Company’s Revolving Credit Facility of $10.6 million and $10.9 million as of December 31, 2023 and 2022, are recorded in “Other Noncurrent Assets, Net” in the balance sheets.

Revolving Credit Facility

On June 7, 2022, the Company entered into a Third Amended and Restated Credit Agreement (as amended, modified, or supplemented through the date of this filing, the “Revolving Credit Facility”) with Wells Fargo Bank, National Association, as administrative agent and collateral agent (“Agent”), and the lenders from time to time party thereto, which amended and restated the Company’s prior revolving credit facility that was entered into on November 22, 2019. The Revolving Credit Facility is scheduled to mature on June 7, 2027.

The Revolving Credit Facility is comprised of revolving loans and letters of credit and is subject to a borrowing base with maximum loan value to be assigned to the proved reserves attributable to the Company and its subsidiaries’ (if any) oil and gas properties. As of December 31, 2023, the borrowing base was $1.8 billion and the aggregate elected commitment amount was $1.25 billion. The Company’s borrowing availability under the Revolving Credit Facility is set at the lesser of the borrowing base and the elected commitment amount. The borrowing base will be redetermined semiannually on or around April 1st and October 1st, with one interim “wildcard” redetermination available to each of the Company and the Agent (acting at the direction of the lenders holding at least two-thirds of commitments and loans outstanding under the Revolving Credit Facility) between scheduled redeterminations. Upon an acquisition of oil and gas properties with an aggregate value exceeding 5% of the borrowing base, the Company may request an additional redetermination. The scheduled redeterminations are based on a

December 31st or June 30th reserve report, as applicable, prepared under the supervision of the Company’s chief engineer and, in the case of the December 31st reserve report, audited by an approved petroleum engineer (reasonably acceptable to the Agent). The Company has the option to seek commitments for term loans, which such term loans (if obtained) are capped at the least of (i) the borrowing base minus the aggregate elected commitment amount minus the then-outstanding principal amount of term loans, (ii) the aggregate elected commitment amount minus the then-outstanding principal amount of term loans and (iii) $500.0 million. Such term loans are subject to certain other terms of the Revolving Credit Facility.

At the Company’s option, borrowings under the Revolving Credit Facility shall bear interest at the base rate or SOFR plus an applicable margin. Base rate loans bear interest at a rate per annum equal to the greatest of: (i) the Agent bank’s prime rate; (ii) the federal funds effective rate plus 50 basis points; and (iii) the adjusted SOFR rate for a one-month interest period plus 100 basis points. The applicable margin for base rate loans ranges from 125 to 225 basis points, and the applicable margin for SOFR loans ranges from 225 to 325 basis points, in each case depending on the percentage of the borrowing base utilized.

The Revolving Credit Facility contains negative covenants that limit the Company’s ability, among other things, to pay dividends, incur additional indebtedness, sell assets, enter into certain derivatives contracts, change the nature of its business or operations, merge, consolidate, or make certain types of investments. In addition, the Revolving Credit Facility requires that the Company comply with the following financial covenants: (i) as of the date of determination, the ratio of total net debt to EBITDAX (as defined in the Revolving Credit Facility) shall be no more than 3.50 to 1.00, measured on a rolling four quarter basis, and (ii) the current ratio (defined as consolidated current assets including unused amounts of the total commitments, but excluding non-cash assets under FASB Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging (“ASC 815”), divided by consolidated current liabilities excluding current non-cash obligations under ASC 815, current maturities under the Revolving Credit Facility and current maturities of any long-term debt) shall not be less than 1.00 to 1.00. The Company is in compliance with these financial covenants as of December 31, 2023.

The Company’s obligations under the Revolving Credit Facility may be accelerated, subject to customary grace and cure periods, upon the occurrence of certain Events of Default (as defined in the Revolving Credit Facility). Such Events of Default include customary events for a financing agreement of this type, including, without limitation, payment defaults, the inaccuracy of representations and warranties, defaults in the performance of affirmative or negative covenants, defaults on other indebtedness of the Company or its subsidiaries, defaults related to judgments and the occurrence of a Change in Control (as defined in the Revolving Credit Facility).

The Company’s obligations under the Revolving Credit Facility are secured by mortgages on not less than 90% of the value of proven reserves associated with the oil and gas properties included in the determination of the borrowing base. Additionally, the Company entered into a Guaranty and Collateral Agreement in favor of the Agent for the secured parties, pursuant to which the Company’s obligations under the Revolving Credit Facility are secured by a first priority security interest in substantially all of the Company’s assets.

Senior Notes due 2028

On February 18, 2021, the Company and Wilmington Trust, National Association, as trustee, entered into an indenture (the “2028 Notes Indenture”), pursuant to which the Company issued $550.0 million in aggregate principal amount of 8.125% senior unsecured notes due 2028 (the “Original 2028 Notes”). On November 15, 2021, the Company issued an additional $200.0 million aggregate principal amount of 8.125% senior notes due 2028 (the “Additional 2028 Notes” and, together with the Original 2028 Notes, the “Senior Notes due 2028”). The proceeds of the Senior Notes due 2028 were used primarily to refinance existing indebtedness, and for general corporate purposes.

During 2023, the Company repurchased and retired $19.1 million in aggregate principal amount of the Senior Notes due 2028 in open market transactions for a total of $18.4 million in cash, plus accrued interest. During 2022, the Company repurchased and retired $25.8 million in aggregate principal amount of the Senior Notes due 2028 in open market transactions for a total of $24.9 million in cash, plus accrued interest.

The Senior Notes due 2028 will mature on March 1, 2028. Interest is payable semi-annually in arrears on each March 1 and September 1 to holders of record on the February 15 and August 15 immediately preceding the related interest payment date, at a rate of 8.125% per annum. Prior to March 1, 2024, the Company may redeem all or a part of the Senior Notes due 2028 at a redemption price equal to 100% of the principal amount of the Senior Notes due 2028 redeemed, plus an applicable make-whole premium and accrued and unpaid interest to the redemption date. On or after March 1, 2024, the Company may redeem all or a part of the Senior Notes due 2028 at redemption prices (expressed as percentages of principal amount) equal to

104.063% for the twelve-month period beginning on March 1, 2024, 102.031% for the twelve-month period beginning on March 1, 2025, and 100% beginning on March 1, 2026, plus accrued and unpaid interest to the redemption date.

If a Change of Control Triggering Event (as defined in the 2028 Notes Indenture) occurs, each holder of Senior Notes due 2028 may require the Company to repurchase all or any part of that holder’s the Senior Notes due 2028 for cash at a price equal to 101% of the aggregate principal amount of the Senior Notes due 2028 repurchased, plus any accrued and unpaid interest on the Senior Notes due 2028 repurchased to, but excluding, the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date on or prior to the date of purchase).

The 2028 Notes Indenture contains covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries, if any, to: (i) incur or guarantee additional indebtedness or issue certain types of preferred stock; (ii) pay dividends or distributions in respect of equity interests or redeem, repurchase or retire equity securities or subordinated indebtedness; (iii) transfer or sell certain assets; (iv) make investments; (v) create liens to secure indebtedness; (vi) enter into agreements that restrict dividends or other payments from any non-guarantor subsidiary to the Company; (vii) consolidate with or merge with or into, or sell substantially all of the Company’s assets to, another person; (viii) enter into transactions with affiliates; and (ix) create unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications, and many of these covenants will be terminated if the Senior Notes due 2028 achieve an investment grade rating from either Moody’s Investors Services, Inc. or S&P Global Ratings.

The 2028 Notes Indenture contains customary events of default, including, but not limited to: (i) default for 30 days in the payment when due of interest on the Senior Notes due 2028; (ii) default in payment when due of the principal of, or premium, if any, on the Senior Notes due 2028; (iii) failure by the Company or certain of its subsidiaries, if any, to comply with certain of their respective obligations, covenants or agreements contained in the Senior Notes due 2028 or the 2028 Notes Indenture, subject to certain notice and grace periods; (iv) failure by the Company or any of its restricted subsidiaries to pay indebtedness within any applicable grace period or the acceleration of any such indebtedness if the total amount of such indebtedness exceeds $35.0 million; (v) failure by the Company or any of its restricted subsidiaries that is a Significant Subsidiary (as defined in the 2028 Notes Indenture) to pay final non-appealable judgments aggregating in excess of $35.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (vi) except as permitted by the 2028 Notes Indenture, any guarantee of the Senior Notes due 2028 is held in any judicial proceeding to be unenforceable or invalid, or ceases for any reason to be in full force and effect, or is denied or disaffirmed by a Guarantor (as defined in the 2028 Notes Indenture); and (vii) certain events of bankruptcy or insolvency described in the 2028 Notes Indenture with respect to the Company and its restricted subsidiaries that are Significant Subsidiaries.

Convertible Notes due 2029

On October 14, 2022, the Company and Wilmington Trust, National Association, as trustee, entered into an indenture (the “Convertible Notes Indenture”), pursuant to which the Company issued $500.0 million in aggregate principal amount of 3.625% convertible senior notes due 2029 (the “Convertible Notes”). The proceeds of the Convertible Notes were used to refinance existing indebtedness and for other general corporate purposes. The Convertible Notes mature on April 15, 2029, unless earlier repurchased, redeemed or converted. The Convertible Notes accrue interest at a rate of 3.625% per annum, payable semi-annually in arrears on April 15 and October 15 of each year.

Before October 16, 2028, noteholders have the right to convert their Convertible Notes only upon the occurrence of certain events. From and after October 16, 2028, noteholders may convert their Convertible Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will have the right to elect to settle conversions either entirely in cash or in a combination of cash and shares of its common stock. However, upon conversion of any Convertible Notes, the conversion value, which will be determined over a period of 40 trading days, will be paid in cash up to at least the principal amount of the Convertible Notes being converted. The initial conversion rate was 26.3104 shares of common stock per $1,000 principal amount of Convertible Notes, which represented an initial conversion price of approximately $38.01 per share of common stock. The conversion rate and conversion price are subject to customary anti-dilution and other adjustments upon the occurrence of certain events. As of December 31, 2023, the conversion rate was 26.5253 shares of common stock per $1,000 principal amount of Convertible Notes, which represented a conversion price of approximately $37.70 per share of common stock. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Convertible Notes Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

The Convertible Notes are redeemable, in whole or in part (subject to certain limitations), at the Company’s option at any time, and from time to time, on or after April 15, 2026 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Convertible Notes to be redeemed, plus accrued

and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any Convertible Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Convertible Note, in which case the conversion rate applicable to the conversion of that Convertible Note will be increased in certain circumstances if it is converted after it is called for redemption.

If certain corporate events that constitute a “Fundamental Change” (as defined in the Convertible Notes Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require the Company to repurchase their Convertible Notes at a cash repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.

The Convertible Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Convertible Notes Indenture), which include the following: (i) certain payment defaults on the Convertible Notes (which, in the case of a default in the payment of interest on the Convertible Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Convertible Notes Indenture within specified periods of time; (iii) the Company’s failure to comply with certain covenants in the Convertible Notes Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and any subsidiaries that the Company may form or acquire in the future, taken as a whole, to another person; (iv) a default by the Company in certain of its other obligations or agreements under the Convertible Notes Indenture or the Convertible Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Convertible Notes Indenture; (v) certain defaults by the Company or any subsidiaries that the Company may form or acquire in the future with respect to indebtedness for borrowed money of at least $50.0 million; (vi) the rendering of certain judgments against the Company or any of its subsidiaries for the payment of at least $50.0 million, where such judgments are not paid, discharged or stayed within 60 days after the date on which the right to appeal has expired or on which all rights to appeal have been extinguished; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of the Company’s significant subsidiaries that the Company may form or acquire in the future.

If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to any significant subsidiary that the Company may form or acquire in the future) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Convertible Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of Convertible Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Convertible Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Convertible Notes Indenture consists exclusively of the right of the noteholders to receive special interest on the Convertible Notes for up to 365 days at a specified rate per annum not exceeding 0.25% on the principal amount of the Convertible Notes for the first 180 days and, thereafter, at a specified rate per annum not exceeding 0.50% on the principal amount of the Convertible Notes.

Capped Call Transactions

In October 2022, in connection with the Convertible Notes offering described above, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers of the Convertible Notes and/or their respective affiliates and/or other financial institutions. The Company paid $36.1 million in total consideration to enter into the Capped Call Transactions. The Capped Call Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Convertible Notes, the number of shares of common stock initially underlying the Convertible Notes. The Capped Call Transactions are expected generally to reduce potential dilution to the common stock upon any conversion of Convertible Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of such converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions was initially approximately $52.17 per share of common stock, which represents a premium of 75% over the last reported sale price of the common stock of $29.81 per share on October 11, 2022, and is subject to certain customary adjustments under the terms of the Capped Call Transactions. As of December 31, 2023, the cap price of the Capped Call Transactions was approximately $51.74 per share of common stock.

Senior Notes due 2031

On May 15, 2023, the Company and Wilmington Trust, National Association, as trustee, entered into an indenture (the “2031 Notes Indenture” and, together with the 2028 Notes Indenture, the “Senior Notes Indentures”) pursuant to which the Company issued $500.0 million in aggregate principal amount of the Company’s 8.750% senior notes due 2031 (the “Senior Notes due 2031” and, collectively with the Senior Notes Due 2028, the “Senior Notes”). The proceeds of the Senior Notes due 2031 were used primarily to refinance existing indebtedness, and for general corporate purposes.

The Senior Notes due 2031 will mature on June 15, 2031. Interest is payable semi-annually in arrears on each June 15 and December 15, commencing December 15, 2023, to holders of record on the June 1 and December 1 immediately preceding the related interest payment date, at a rate of 8.750% per annum. Prior to June 15, 2026, the Company may redeem up to 35% of the aggregate principal amount of Senior Notes due 2031, upon not less than 10 or more than 60 days’ notice, at a redemption price of 108.750% of the principal amount of the Senior Notes due 2031 redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more equity offerings by the Company, provided that (i) at least 65% of the aggregate principal amount of Senior Notes due 2031 issued under the 2031 Notes Indenture (including any Additional Notes (as defined in the 2031 Notes Indenture) but excluding the Senior Notes due 2031 held by the Company and its Subsidiaries (as defined in the 2031 Notes Indenture)) remains outstanding immediately after the occurrence of such redemption (unless all Senior Notes due 2031 are redeemed substantially concurrently) and (ii) the redemption occurs within 180 days of the date of the closing of each such equity offering. In addition, prior to June 15, 2026, the Company may redeem all or a part of the Senior Notes due 2031, on any one or more occasions, upon not less than 10 or more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Senior Notes due 2031 redeemed, plus an applicable make-whole premium and accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

On or after June 15, 2026, the Company may redeem all or a part of the Senior Notes due 2031, at redemption prices (expressed as percentages of principal amount) equal to 104.375% for the twelve-month period beginning on June 15, 2026, 102.188% for the twelve-month period beginning on June 15, 2027, and 100% beginning on June 15, 2028, plus accrued and unpaid interest to the redemption date.

If a Change of Control Triggering Event (as defined in the 2031 Notes Indenture) occurs, each holder of Senior Notes due 2031 may require the Company to repurchase all or any part of that holder’s Senior Notes due 2031 for cash at a price equal to 101% of the aggregate principal amount of the Senior Notes due 2031 repurchased, plus any accrued and unpaid interest on the Senior Notes due 2031 repurchased to, but excluding, the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date on or prior to the date of purchase).

The 2031 Notes Indenture contains covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries, if any, to: (i) incur or guarantee additional indebtedness or issue certain types of preferred stock; (ii) pay dividends or distributions in respect of equity interests or redeem, repurchase or retire equity securities or subordinated indebtedness; (iii) transfer or sell certain assets; (iv) make investments; (v) create liens to secure indebtedness; (vi) enter into agreements that restrict dividends or other payments from any non-guarantor subsidiary to the Company; (vii) consolidate with or merge with or into, or sell substantially all of the Company’s assets to, another person; (viii) enter into transactions with affiliates; and (ix) create unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications, and many of these covenants will be terminated if the Senior Notes due 2031 achieve an investment grade rating from either Moody’s Investors Service, Inc. or S&P Global Ratings.

The 2031 Notes Indenture contains customary events of default, including, but not limited to: (i) default for 30 days in the payment when due of interest on the Senior Notes due 2031; (ii) default in payment when due of the principal of, or premium, if any, on the Senior Notes due 2031; (iii) failure by the Company or certain of its subsidiaries, if any, to comply with certain of their respective obligations, covenants or agreements contained in the Senior Notes due 2031 or the 2031 Notes Indenture, subject to certain notice and grace periods; (iv) failure by the Company or any of its restricted subsidiaries to pay indebtedness within any applicable grace period or the acceleration of any such indebtedness if the total amount of such indebtedness exceeds $35.0 million; (v) failure by the Company or any of its restricted subsidiaries that is a Significant Subsidiary (as defined in the 2031 Notes Indenture) to pay final non-appealable judgments aggregating in excess of $35.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (vi) except as permitted by the 2031 Notes Indenture, any guarantee of the Senior Notes due 2031 is held in any judicial proceeding to be unenforceable or invalid, or ceases for any reason to be in full force and effect, or is denied or disaffirmed by a Guarantor (as defined in the 2031 Notes Indenture); and (vii) certain events of

bankruptcy or insolvency described in the 2031 Notes Indenture with respect to the Company and its restricted subsidiaries that are Significant Subsidiaries.

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COMMON AND PREFERRED STOCK

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

COMMON AND PREFERRED STOCK

COMMON AND PREFERRED STOCK

Common Stock

The Company is authorized to issue up to 135,000,000 shares of common stock, par value $0.001 per share. As of December 31, 2023 and 2022, the Company had 100,761,148 and 85,165,807 shares of common stock issued and outstanding, respectively.

Preferred Stock

The Company is authorized to issue up to 5,000,000 shares of preferred stock, par value $0.001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2023 and 2022, the Company had zero shares of preferred stock issued and outstanding.

Conversion

On November 8, 2022, the Company exercised in full its mandatory conversion rights (the “Mandatory Conversion Exercise”) on its 6.500% Series A Perpetual Cumulative Convertible Preferred Stock (“Series A Preferred Stock”) to convert such shares of Series A Preferred Stock into shares of the Company’s common stock. The outstanding shares of Series A Preferred Stock automatically converted to shares of common stock on November 15, 2022 (the “Mandatory Conversion Date”). Holders of Series A Preferred Stock received 4.4878 shares of common stock and a cash payment of $6.3337 for each share of Series A Preferred Stock converted on the Mandatory Conversion Date. On the Mandatory Conversion Date, 1,643,732 outstanding shares of Series A Preferred Stock converted into an aggregate of 7,376,739 shares of common stock. Cash was paid in lieu of fractional shares of common stock. As a result, there were no remaining shares of Series A Preferred Stock outstanding as of December 31, 2023 and 2022.

2023 Activity

Common Stock

During the year ended December 31, 2023, 98,052 shares of common stock were surrendered by certain employees of the Company to cover tax obligations in connection with their restricted stock awards.  The total value of these shares was approximately $2.6 million, which is based on the market prices on the dates the shares were surrendered.

In March 2023, the Company issued 403,780 shares of common stock in exchange for the surrender and cancellation of a portion of the warrants originally issued by the Company at closing of the Veritas Acquisition, which immediately prior to their cancellation were exercisable for an aggregate of approximately 824,602 shares of common stock at an exercise price of $27.4946 per share.

In May 2023, the Company closed an underwritten public offering of 7,647,500 shares of its common stock at a price of $29.40 per share, after deducting underwriting discounts. This offering resulted in net proceeds of approximately $224.7 million, after deducting underwriting discounts and commissions.

In October 2023, the Company closed an underwritten public offering of 7,475,000 shares of its common stock at a price of $38.88 per share, after deducting underwriting discounts. This offering resulted in net proceeds of approximately $290.6 million, after deducting underwriting discounts and commissions.

Dividends

In February 2023, the Company’s board of directors declared a cash dividend on the Company’s common stock in the amount of $0.34 per share. The dividend was paid on April 28, 2023 to stockholders of record as of the close of business on March 30, 2023.

In May 2023, the Company’s board of directors declared a cash dividend on the Company’s common stock in the amount of $0.37 per share. The dividend was paid on July 31, 2023 to stockholders of record as of the close of business on June 29, 2023.

In August 2023, the Company’s board of directors declared a cash dividend on the Company’s common stock in the amount of $0.38 per share. The dividend was paid on October 31, 2023 to stockholders of record as of the close of business on September 28, 2023.

In October 2023, the Company’s board of directors declared a cash dividend on the Company’s common stock in the amount of $0.40 per share. The dividend was paid on January 31, 2024 to stockholders of record as of the close of business on December 28, 2023.

On February 5, 2024, the Company’s board of directors declared a cash dividend on the Company’s common stock in the amount of $0.40 per share. The dividend is payable on April 30, 2024 to stockholders of record as of the close of business on March 28, 2024.

During the years ended December 31, 2023 and 2022, the Company paid zero and $21.7 million respectively, in aggregate dividends on the Series A Preferred Stock.

Stock Repurchase Program

In May 2022, the Company’s board of directors approved a stock repurchase program to acquire up to $150.0 million of the Company’s outstanding common stock.  The stock repurchase program allows the Company to repurchase its shares from time to time in the open market, block transactions and in negotiated transactions.

During the year ended December 31, 2023 the Company repurchased 287,751 shares of its common stock under the stock repurchase program at a total cost of $8.0 million. During the year ended December 31, 2022, the Company repurchased 1,909,097 shares of its common stock under the stock repurchase program at a total cost of $54.5 million.

The Company’s accounting policy upon the repurchase of shares is to deduct its par value from common stock and to reflect any excess of cost over par value as a deduction from Additional Paid-in Capital. All repurchased shares are included in the Company’s pool of authorized but unissued shares.

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STOCK-BASED COMPENSATION AND WARRANTS

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION AND WARRANTS

STOCK-BASED COMPENSATION AND WARRANTS

Stock-Based Compensation

The Company maintains the Amended and Restated 2018 Equity Incentive Plan (the “2018 Plan”) for the purpose of making equity-based awards to employees, directors and other eligible persons. As of December 31, 2023, there were 3,004,716 shares available for future awards or settlement of awards under the 2018 Plan.

The Company recognizes the fair value of stock-based compensation awards expected to vest over the requisite service period as a charge against earnings, net of amounts capitalized. The Company’s stock-based compensation awards are accounted for as equity instruments and are included in the “General and administrative expenses” line item in the statements of operations. The Company capitalizes a portion of stock-based compensation for employees who are directly involved in the acquisition of oil and natural gas properties into the full cost pool. Capitalized stock-based compensation is included in the “Oil and natural gas properties” line item in the balance sheet.

Issuances made pursuant to the 2018 Plan are summarized as follows:

The Company issues share-based awards in the form of restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and share appreciation awards (“SARs”), subject to various vesting conditions as compensation to executive officers, employees and directors of the Company. Typically, RSAs issued to employees and executive officers contain a service condition only and generally vest over three or four years. Typically, RSUs and SARs contain both a service and market condition. Market conditions can be an absolute total shareholder return (“TSR”), the Company’s TSR ranking among its peer companies or the Company’s market capitalization growth measured over a defined performance period. Grantees’ continued employment through the end of the performance period is required for such RSUs and SARs to vest. RSAs issued to directors generally vest either immediately or over one year, subject to continued service and provided that any performance and/or market conditions are also met.

For awards subject to service and/or performance vesting conditions, the grant-date fair value is established based on the closing price of the Company’s common stock on such date. Stock-based compensation expense for awards subject to only service conditions is recognized on a straight-line basis over the service period. Stock-based compensation expense for awards subject to both service and performance conditions are recognized on a graded basis if it is probable that the performance condition will be achieved. The Company accounts for forfeitures of awards granted under these plans as they occur in determining stock-based compensation expense.

For awards subject to a market condition, the grant-date fair value is estimated using a Monte Carlo valuation model. The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether it becomes probable that these conditions will be achieved or not, and stock-based compensation expense for any such awards is not reversed if vesting does not actually occur. The Monte Carlo model is based on random projections of stock price paths and must be repeated numerous times to achieve a probabilistic assessment. Expected volatility is calculated based on the historical volatility and implied volatility of the Company’s common stock, and the risk-free interest rate is based on U.S. Treasury yield curve rates with maturities consistent with the three-year vesting period.

Service-Based RSAs

During 2023, 2022 and 2021, 468,268, 125,789 and 339,653 shares, respectively, of service-based RSAs were granted to executive officers, employees and directors under the 2018 Equity Plan. The weighted average grant date fair value of service-based RSAs was $35.19 per share, $26.34 per share and $16.45 per share for the years ended December 31, 2023, 2022, and 2021, respectively.

The following table reflects the outstanding service-based RSAs and activity related thereto for the year ended December 31, 2023:

	Service-based Awards
	Number of Shares	Weighted-average Grant Date Fair Value
Outstanding at December 31, 2022	316,333	$	16.39
Shares granted	468,268	35.19
Shares forfeited	(13,404)	19.06
Shares vested	(273,475)	10.16
Outstanding at December 31, 2023	497,722	$	27.45

At December 31, 2023, there was $11.3 million of total unrecognized compensation expense related to unvested RSAs. That cost is expected to be recognized over a weighted average period of 1.8 years. For the years ended December 31, 2023, 2022 and 2021, the total fair value of the Company’s restricted stock awards vested was $6.2 million, $4.6 million and $1.8 million, respectively.

Performance Equity Awards

In April 2022, the Company granted performance equity awards under its 2022 executive compensation program to certain executive officers. The awards were subject to a market condition, which was based on a comparison of the Company versus a defined peer group with respect to total shareholder return based on the last 20 trading days of 2022 compared to the same period of 2021 (“2022 TSR Awards”). Depending on the Company’s TSR relative to the defined peer group, the award recipients in the aggregate could earn between zero and $2.4 million in the form of awards expected to be settled in restricted shares of the Company’s common stock with service-based vesting over three years. In January 2023, the Company issued 74,220 restricted shares of common stock in settlement of these awards, with service-based vesting over three years. The shares are included in the table above.

In December 2023, the Company granted performance equity awards, in the form of RSUs, that are subject to the achievement of either an absolute TSR or a comparison of the Company’s TSR versus a defined peer group based on the last 20 trading days of 2025 compared to the same period of 2022 (“2023 TSR Awards”). The number of RSUs issued as a target amount on the grant date was 83,710. Depending on the Company’s stock performance, the number of common shares grantees shall be entitled to receive following the end of the performance period on December 31, 2025, can range from zero to 166% of the target amount. The grant-date fair value for these awards ranges from $35.73 per share to $52.41 per share. For the year ended

December 31, 2023, the compensation expenses associated with these awards were immaterial. As of December 31, 2023, the unrecognized compensation expenses were $3.7 million, which will be amortized over the remaining performance period.

The following table reflects the outstanding 2023 TSR Awards and activity related thereto for the year ended December 31, 2023:

	2023 TSR Awards
	Number of Units	Weighted-average Grant Date Fair Value
Outstanding at December 31, 2022	—	$	—
Units granted	83,710	44.49
Units forfeited	—	—
Units vested	—	—
Outstanding at December 31, 2023	83,710	$	44.49

In December 2023, the Company also granted performance equity awards, in the form of appreciation rights (“SARs”), that are subject to the achievement of an annualized adjusted market capitalization appreciation rate measured based on the last 20 trading days of 2027 compared to the same period of 2022 (“2023 SARs Awards”). The final payout will be a dollar amount, settleable in cash, shares or a combination of both at the Company’s option. The Company plans to settle the 2023 SARs Awards by issuing a number of common shares equal to the payout amount divided by the trailing 20-day average price as of the last trading day of 2027. In 2023, the Company issued SARs with an aggregate grant-date fair value of $6.0 million. For the year ended December 31, 2023, the compensation expenses associated with these awards were immaterial. As of December 31, 2023, the unrecognized compensation expenses for these awards were $6.0 million, which will be amortized over the remaining performance period.

The Company used Monte Carlo simulation models, described above, to estimate (i) the fair value of the 2022 TSR Awards and 2023 TSR Awards based on the expected outcome of the Company’s absolute TSR as well as TSR relative to the defined peer group and (ii) the fair value of the SARs based on the expected outcome of the Company’s market capitalization appreciation rate. The assumptions used for the Monte Carlo model were as follows:

	2022			2023
	TSR Awards			TSR Awards			SAR Awards
Risk-free interest rate	1.69		%	4.23		%	3.92		%
Dividend yield	2.40		%	—		%	4.30		%
Expected volatility	56.94		%	56.40		%	72.30		%
Company’s closing stock price on grant date	$	24.98		$	37.07		$	37.07

Warrants

In January 2022, the Company issued common stock warrants as a part of the Veritas Acquisition as purchase consideration. These warrants gave holders the right to purchase 1,939,998 shares of the Company’s common stock at an exercise price equal to $28.30 per share (subject to certain anti-dilution adjustments), had a total fair value of $17.9 million at issuance, and are generally exercisable from April 27, 2022 until January 27, 2029. The fair value of the warrants at issuance was determined by utilizing an Option Pricing Model, which used the market value of the Company’s common stock on the issue date, an exercise price of $28.30, an implied volatility of 60%, a risk-free rate of 2.14% and an implied dividend yield of 3.00%.

In March 2023, the Company issued 403,780 shares of common stock in exchange for the surrender and cancellation of a portion of the warrants originally issued by the Company at closing of the Veritas Acquisition, which immediately prior to their cancellation were exercisable for an aggregate of approximately 824,602 shares of common stock at an exercise price of $27.4946 per share. Neither the Company nor the holders paid any cash consideration in the transaction.

The following table reflects the outstanding warrants and activity related thereto for the year ended December 31, 2023:

	Warrants
	Number of Warrants	Weighted-average Exercise Price
Outstanding at December 31, 2022	1,996,829	$	27.49
Issued	—	—
Anti-Dilution Adjustments for Common Stock Dividends	51,736	27.05
Exercised	—	—
Cancelled	(824,602)	27.49
Expired	—	—
Outstanding at December 31, 2023	1,223,963	$	26.33

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RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2023

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

Preferred Stock Repurchase

During February 2022, the Company entered into and closed three separate stock repurchase agreements pursuant to which the Company repurchased an aggregate of 71,894 shares of the Company’s Series A Preferred Stock, on identical financial terms from each party for an aggregate purchase price of approximately $9.5 million in cash. Of the total amount, 21,894 shares were repurchased from affiliates of TRT Holdings, Inc., for $2.9 million in cash. Two of the Company’s directors were employed by TRT Holdings, Inc., which together with its affiliates beneficially owned more than 10% of our outstanding common stock at the time of the transactions described in this paragraph.

The Company’s Audit Committee is responsible for approving all transactions involving related parties.

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COMMITMENTS & CONTINGENCIES

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS & CONTINGENCIES

COMMITMENTS & CONTINGENCIES

Litigation

The Company is engaged in various proceedings incidental to the normal course of business. Due to their nature, such legal proceedings involve inherent uncertainties, including but not limited to, court rulings, negotiations between affected parties and governmental intervention.  Based upon the information available to the Company and discussions with legal counsel, it is the Company’s opinion that the outcome of the various legal actions and claims that are incidental to its business will not have a material impact on the Company’s financial position, results of operations or cash flows.  Such matters, however, are subject to many uncertainties, and the outcome of any matter is not predictable with assurance.

The Company’s interests in certain crude oil and natural gas leases from the State of North Dakota are subject to an ongoing dispute over the ownership of minerals underlying the bed of the Missouri River within the boundaries of the Fort Berthold Reservation.  The ongoing dispute is between the State of North Dakota and three affiliated tribes, both of whom have purported to lease mineral rights in tracts of riverbed within the reservation boundaries. In the event the ongoing dispute results in a final judgment that is adverse to the Company’s interests, the Company would be required to reverse approximately $2.4 million in revenue (net of accrued taxes) that has been accrued since the first quarter of 2013 based on the Company’s purported interest in the crude oil and natural gas leases at issue. Due to the long-term nature of this title dispute, the $2.4 million in accounts receivable is included in “Other Noncurrent Assets, Net” in the balance sheets. The Company fully maintains the validity of its interests in the crude oil and natural gas leases.

Delivery Commitments

As of December 31, 2023, the Company had certain agreements associated with the Company’s Appalachian Basin properties which require the Company to deliver firm quantities of natural gas to certain third parties, which we seek to fulfill with products from existing reserves. In the event we are not able to meet these firm commitments, we are subject to deficiency payments.

The estimable future commitments under these volume commitment agreements as of December 31, 2023 are as follows:

(in Bcf)	Commitment Volumes
2024	18.4
2025	3.2
Total	21.6

The Company recognizes any deficiency payments in the period in which the underdelivery takes place pursuant to the agreements and the related liability has been incurred. For the years ended December 31, 2023, 2022 and 2021, the Company made deficiency payments totaling $8.9 million, $8.5 million and $0.7 million, respectively. These amounts are recognized in operating expenses in the Company’s Statement of Operations. The amount and timing of any such deficiency payments that may be incurred in the future cannot be accurately estimated.

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ASSET RETIREMENT OBLIGATIONS

12 Months Ended

Dec. 31, 2023

Asset Retirement Obligation [Abstract]

ASSET RETIREMENT OBLIGATIONS

ASSET RETIREMENT OBLIGATIONS

The Company has asset retirement obligations associated with the future plugging and abandonment of proved properties and related facilities.  Initially, the fair value of a liability for an asset retirement obligation (“ARO”) is recorded in the period in which it is incurred and a corresponding increase in the carrying amount of the related long-lived asset.  The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset.  If the liability is settled for an amount other than the recorded amount, an adjustment to the full cost pool is recognized.  The Company has no assets that are legally restricted for purposes of settling asset retirement obligations.

Inherent in the fair value calculation are numerous assumptions and judgments including the ultimate retirement costs, inflation factors, credit-adjusted risk-free discount rates, timing of retirement, and changes in the legal, regulatory, environmental and political environments.  To the extent future revisions to these assumptions impact the present value of the existing ARO, a corresponding adjustment is made to the oil and gas property balance.  For example, as the Company analyzes actual plugging and abandonment information, the Company may revise its estimate of current costs, the assumed annual inflation of the costs and/or the assumed productive lives of its wells.

The following table summarizes the Company’s asset retirement obligation transactions recorded during the years ended December 31, 2023 and 2022.

	December 31,
(in thousands)	2023		2022
Beginning Asset Retirement Obligations	$	33,082	$	28,012
Liabilities Acquired During the Period	2,203		2,158
Liabilities Incurred During the Period	2,191		1,014
Revision of Estimates	1,019		276
Accretion of Discount on Asset Retirement Obligations	2,395		1,980
Liabilities Settled During the Period	(1,001)		(359)
Ending Asset Retirement Obligations	$	39,889	$	33,082

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INCOME TAXES

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating losses and tax credit carry-forwards. Under this method, deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income (loss) in the period that includes the enactment date.

The income tax provision (benefit) for the years ended December 31, 2023, 2022, and 2021 consists of the following:

(In thousands)	2023		2022		2021
Current
Federal	$	—	$	—	$	—
State	915		3,101		233
Deferred
Federal	209,168		164,453		130
State	22,035		20,627		(3,984)
Valuation Allowance	(154,345)		(185,080)		3,854
Total Tax Expense	$	77,773	$	3,101	$	233

The following is a reconciliation of the reported amount of income tax benefit for the years ended December 31, 2023, 2022, and 2021 to the amount of income tax expenses that would result from applying the statutory rate to pretax income (loss).

(In thousands)	2023			2022			2021
Income (Loss) Before Taxes and NOL	$	1,000,742		$	776,338		$	6,594
Federal Statutory Rate	21.00		%	21.00		%	21.00		%
Taxes Computed at Federal Statutory Rates	210,156			163,031			1,385
State Tax (Benefit), Net of Federal Taxes	24,769			20,270			(3,752)
Deferred Tax Adjustment	(3,527)			3,532			(1,488)
Perm Differences	720			1,347			234
Valuation Allowance	(154,345)			(185,080)			3,854
Reported Tax Expense	$	77,773		$	3,101		$	233

A valuation allowance is established to reduce deferred tax assets if it is determined that it is more likely than not that the related tax benefit will not be realized. On a quarterly basis, management evaluates the need for and adequacy of valuation allowances based on the expected realizability of the deferred tax assets and adjusts the amount of such allowances, if necessary. During 2023, in evaluating whether it was more likely than not that the Company’s net deferred tax assets were realized through future net income, management considered all available positive and negative evidence, including (i) its earnings history, (ii) its future reversal of existing temporary differences, including the ability to recover net operating loss carry-forwards against future taxable income from deferred tax liabilities, (iii) the projected future income and results of operations, and (iv) its ability to use tax planning strategies. Based on all the evidence available, management determined it was more likely than not that the net deferred tax assets, other than the deferred tax asset related to certain of the Company’s state net operating loss carryforward, were realizable. The Company’s valuation allowance at December 31, 2023 and December 31, 2022 was $1.9 million and $156.3 million, respectively.

At December 31, 2023, the Company had a net operating loss carryforward for federal income tax purposes of $573.0 million, which is net of the IRC Section 382 limitation, and gross state NOL carryforwards of $712.9 million. The determination of the state NOL carryforwards is dependent upon apportionment percentages, state income tax rates, and state laws that can change from year to year and that can thereby impact the amount of the deferred tax asset related to such carryforwards. If unutilized, all of the federal net operating losses will expire from 2031 to 2037, except for $326.7 million of federal net operating losses that have an indefinite life. If unutilized, all of the state net operating losses will expire from 2023 to 2043, except for $193.7 million of state net operating losses that have an indefinite life.

The significant components of the Company’s deferred tax assets (liabilities) were as follows:

	Year Ended December 31,
(in thousands)	2023		2022
Net Operating Loss (NOLs) and Tax Credit Carryforwards	$	146,039	$	134,103
Share Based Compensation	864		901
Accrued Interest	1,006		1,019
Allowance for Doubtful Accounts	927		1,143
Crude Oil and Natural Gas Properties and Other Properties	(278,993)		(43,415)
Interest Carryforwards	43,328		10,050
Derivative Instruments	8,386		52,891
Other	11,836		(424)
Total Net Deferred Tax Assets (Liabilities) Before Valuation Allowance	(66,607)		156,269
Valuation Allowance	(1,881)		(156,269)
Total Net Deferred Tax Assets (Liabilities)	$	(68,488)	$	—

Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. The Company has no liabilities for unrecognized tax benefits.

The Company’s policy is to recognize potential interest and penalties accrued related to unrecognized tax benefits within income tax expense. For the years ended December 31, 2023, 2022 and 2021, the Company did not recognize any interest or penalties in its statements of operations, nor did it have any interest or penalties accrued in its balance sheet at December 31, 2023 and 2022 relating to unrecognized benefits.

The tax years 2023, 2022, 2021 and 2020 remain open to examination for federal income tax purposes and by the other major taxing jurisdictions to which the Company is subject. Additionally, NOLs from 2011-2023 could be adjusted in the future when such NOLs are utilized.

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FAIR VALUE

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE

FAIR VALUE

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.  The Company uses a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Financial Assets and Liabilities

As required, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.  The Company’s assessment of the significance of a particular input requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.  The following

tables set forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2023 and 2022.

	Fair Value Measurements at
	December 31, 2023 Using
(In thousands)	Quoted Prices In Active Markets for Identical Assets (Liabilities) (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Commodity Derivatives – Current Assets	$	—	$	75,733	$	—
Commodity Derivatives – Noncurrent Assets	—		10,725		—
Commodity Derivatives – Current Liabilities	—		(16,797)		—
Commodity Derivatives – Noncurrent Liabilities	—		(105,831)		—
Total	$	—	$	(36,169)	$	—

	Fair Value Measurements at
	December 31, 2022 Using
(In thousands)	Quoted Prices In Active Markets for Identical Assets (Liabilities) (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Commodity Derivatives – Current Assets	$	—	$	34,276	$	—
Commodity Derivatives – Noncurrent Assets	—		12,547		—
Commodity Derivatives – Current Liabilities	—		(58,418)		—
Commodity Derivatives – Noncurrent Liabilities	—		(225,905)		—
Interest Rate Derivatives – Noncurrent Assets	—		1,017		—
Contingent Consideration - Current Liabilities	—		(10,107)		—
Total	$	—	$	(246,590)	$	—

Subsequent to the issuance of the Company’s financial statements as of and for the period ended December 31, 2022, the Company identified an immaterial error in the presentation of the Fair Value footnote disclosure in which the line item “Contingent Consideration – Current Liabilities” was improperly presented as a positive value as opposed to a negative value. Accordingly, within the “Contingent Consideration – Current Liabilities” line included in the table above, the Company has corrected the amount in the line item and total for the table as of December 31, 2022. Management evaluated the materiality of this error from quantitative and qualitative perspectives and concluded the error was immaterial to the prior period. The error did not impact the balance sheet, statement of operations, statement of cash flows, or statement of stockholder’s equity.

Commodity Derivatives. The Level 2 instruments presented in the tables above consist of commodity derivative instruments (see Note 12).  The fair value of the Company’s commodity derivative instruments is determined based upon future prices, volatility and time to maturity, among other things.  Counterparty statements are utilized to determine the value of the commodity derivative instruments and are reviewed and corroborated using various methodologies and significant observable inputs.  The Company’s and the counterparties’ nonperformance risk is evaluated.  The fair value of commodity derivative contracts is reflected in the balance sheet.  The current derivative asset and liability amounts represent the fair values expected to be settled in the subsequent twelve months.

Interest Rate Derivatives. The Level 2 instruments presented in the tables above consist of interest rate derivative instruments (see Note 12).  The fair value of the Company’s interest rate derivative instruments is determined based upon contracted notional amounts, active market-quoted interest yield curves, and time to maturity, among other things. Counterparty statements are utilized to determine the value of the interest rate derivative instruments and are reviewed and corroborated using various methodologies and significant observable inputs.  The Company’s and the counterparties’ nonperformance risk is

evaluated.  The fair value of interest rate derivative contracts is reflected in the balance sheets.  The current derivative asset and liability amounts represent the fair values expected to be settled in the subsequent twelve months.

Contingent Consideration. These Level 2 instruments presented in the tables above consist of contingent consideration liabilities that were potentially payable by the Company in connection with the Alpha Acquisition (see Note 3). The fair value of these liabilities was estimated using observable market data (NYMEX WTI forward price curve) and Monte Carlo simulation models. The acquisition date fair values were recorded within contingent consideration liabilities on the Company’s balance sheets. Changes in the fair value of the liability are recorded in other income (expense) in the Company’s statement of operations.

Fair Value of Other Financial Instruments

The carrying amounts of cash equivalents, receivables and payables approximate fair value due to the highly liquid or short-term nature of these instruments.

Long-term debt is not presented at fair value in the balance sheets, as it is recorded at carrying value, net of unamortized debt issuance costs and unamortized premium (see Note 4).  The fair value of the Company’s Senior Notes due 2028, Senior Notes due 2031 and Convertible Notes was $735.1 million, $508.8 million and $587.5 million, respectively, at December 31, 2023. These fair values are based on market quotes that represent Level 2 inputs.

There is no active market for the Revolving Credit Facility. The recorded value of the Revolving Credit Facility approximates its fair value because of its floating rate structure based on the SOFR spread, secured interest, and the Company’s borrowing base utilization. The fair value measurement for the Revolving Credit Facility represents Level 2 inputs.

Non-Financial Assets and Liabilities

The Company estimates asset retirement obligations pursuant to the provisions of FASB ASC Topic 410, Asset Retirement and Environmental Obligations. The initial measurement of AROs at fair value is calculated using discounted cash flow techniques and based on internal estimates of future retirement costs associated with oil and natural gas properties.  Given the unobservable nature of the inputs, including plugging costs and reserve lives, the initial measurement of the AROs liability is deemed to use Level 3 inputs.  AROs incurred and acquired during the year ended December 31, 2023 were approximately $4.4 million.

The Company issued common stock warrants as a part of the Veritas Acquisition as purchase consideration. The common stock warrants issued grant holders the right to purchase 1,939,998 shares of the Company’s common stock at an exercise price equal to $28.30 per share (subject to certain adjustments), which are generally exercisable from April 27, 2022 until January 27, 2029. See Note 6 for additional information regarding these warrants. The fair value of the common stock warrants consideration was determined by utilizing an Option Pricing Model. These non-recurring fair value measurements are primarily determined using inputs that are observable or can be corroborated by observable market data (Level 2 inputs).

The Company accounts for acquisitions of oil and natural gas properties under the acquisition method of accounting. Accordingly, the Company conducts assessments of net assets acquired and recognizes amounts for identifiable assets acquired and liabilities assumed at the estimated acquisition date fair values, while transaction costs associated with the acquisitions are expensed as incurred. The Company makes various assumptions in estimating the fair values of assets acquired and liabilities assumed. The most significant assumptions relate to the estimated fair value of oil and natural gas properties. The fair value of these properties is measured using a discounted cash flow model that converts future cash flows to a single discounted amount. These assumptions represent Level 3 inputs under the fair value hierarchy. See Note 3 for additional discussion of the Company’s acquisitions of oil and natural gas properties during the year ended December 31, 2023 and discussion of the significant inputs to the valuations.

Though the Company believes the methods used to estimate fair value are consistent with those used by other market participants, the use of other methods or assumptions could result in a different estimate of fair value. There were no transfers of financial assets or liabilities between Level 1, Level 2 or Level 3 inputs for the years ended December 31, 2023 and 2022.

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DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT

12 Months Ended

Dec. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT

DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT

The Company utilizes various commodity price derivative instruments to (i) reduce the effects of volatility in price changes on the crude oil and natural gas commodities it produces and sells, (ii) reduce commodity price risk and (iii) provide a base level of cash flow in order to assure it can execute at least a portion of its capital spending. In addition, from time to time the Company utilizes interest rate swaps to mitigate exposure to changes in interest rates on the Company’s variable-rate indebtedness.

All derivative instruments are recorded in the Company’s balance sheet as either assets or liabilities measured at their fair value (see Note 11).  The Company has not designated any derivative instruments as hedges for accounting purposes and does not enter into such instruments for speculative trading purposes.  If a derivative does not qualify as a hedge or is not designated as a hedge, the changes in the fair value are recognized in the Company’s statements of operations as a gain or loss on derivative instruments.  Mark-to-market gains and losses represent changes in fair values of derivatives that have not been settled.  The Company’s cash flow is only impacted when the actual settlements under the derivative contracts result in making or receiving a payment to or from the counterparty.  These cash settlements represent the cumulative gains and losses on the Company’s derivative instruments for the periods presented and do not include a recovery of costs that were paid to acquire or modify the derivative instruments that were settled.

The Company has master netting agreements on individual derivative instruments with certain counterparties and therefore the current asset and liability are netted in the balance sheet and the non-current asset and liability are netted in the balance sheet for contracts with these counterparties.

Commodity Derivative Instruments

The following table presents settlements on commodity derivative instruments and unsettled gains and losses on open commodity derivative instruments for the periods presented which is recorded in the revenue section of our financial statements:

	Year ended December 31,
(In thousands)	2023		2022		2021
Cash Received (Paid) on Settled Derivatives	$	57,919	$	(455,450)	$	(165,823)
Non-Cash Mark-to-Market Gain (Loss) on Derivatives	201,331		40,187		(312,370)
Gain (Loss) on Commodity Derivatives, Net	$	259,250	$	(415,262)	$	(478,193)

The following table summarizes open commodity derivative positions as of December 31, 2023, for commodity derivatives that were entered into through December 31, 2023, for the settlement period presented:

	2024		2025		2026		2027
Oil:
WTI NYMEX - Swaps:
Volume (Bbl)	7,958,865		2,223,187		1,069,557		—
Weighted-Average Price ($/Bbl)	$	74.13	$	71.91	$	68.94	$	—
WTI NYMEX - Swaptions(1)(2):
Volume (Bbl)	—		1,426,075		3,052,495		—
Weighted-Average Price ($/Bbl)	$	—	$	66.41	$	65.01	$	—
WTI NYMEX - Call Options(1)(2):
Volume (Bbl)	1,806,210		5,096,640		3,102,500		2,190,000
Weighted-Average Price ($/Bbl)	$	71.57	$	75.96	$	72.59	$	80.00
WTI NYMEX - Put Options:
Volume (Bbl)	136,500		—		—		—
Weighted-Average Price ($/Bbl)	$	75.00	$	—	$	—	$	—
WTI NYMEX - Collars:
Collar Put Volume (Bbl)	5,470,001		811,539		159,342		—
Collar Call Volume (Bbl)	7,089,089		1,129,962		175,307
Weighted-average floor price (Bbl)	$	69.83	$	67.76	$	62.50	$	—
Weighted-average ceiling price (Bbl)	$	83.31	$	77.16	$	70.25	$	—
Argus American Crude WTI Midland to WTI NYMEX - Basis Swaps:
Volume (Bbl)	6,211,786		4,106,276		2,094,291		—
Weighted-Average Differential ($/Bbl)	$	1.15	$	1.04	$	1.06	$	—
Natural Gas:
Henry Hub NYMEX - Swaps:
Volume (MMBtu)	38,440,787		2,260,000		—		—
Weighted-Average Price ($/MMBtu)	$	3.52	$	3.90	$	—	$	—
Henry Hub NYMEX - Swaptions:
Volume (MMBtu)	—		7,300,000		—		—
Weighted-Average Price ($/MMBtu)	$	—	$	3.88	$	—	$	—
Waha Swaps:
Volume (MMBtu)	1,830,000		1,825,000		1,825,000		—
Weighted-Average Price ($/MMBtu)	$	3.20	$	3.20	$	3.20	$	—
Waha Inside FERC to Henry Hub - Basis Swaps:
Volume (MMBtu)	19,032,000		16,728,000		10,950,000		—
Weighted-Average Differential ($/MMBtu)	$	(0.80)	$	(0.86)	$	(0.78)	$	—
Henry Hub NYMEX - Call Options:
Volume (MMBtu)	6,158,050		12,207,700		—		—
Weighted-Average Price ($/MMBtu)	$	3.85	$	3.73	$	—	$	—
Henry Hub NYMEX - Collars:
Collar Put Volume (MMBtu)	21,644,086		26,694,006		15,192,303		—
Collar Call Volume (MMBtu)	21,644,086		26,694,006		15,192,303		—
Weighted-average floor price ($/MMBtu)	$	3.12	$	3.16	$	3.13	$	—
Weighted-average ceiling price ($/MMBtu)	$	4.91	$	5.37	$	5.66	$	—
NE - TETCO M2 - Basis Swaps:
Volume (MMBtu)	15,550,000		3,650,000		1,825,000		—
Weighted-Average Differential ($/MMBtu)	$	(0.99)	$	(1.01)	$	(1.14)	$	—

______________

(1)Swaptions are derivative contracts that give counterparties the option to extend certain derivative contracts for additional periods. Call Options are derivative contracts sold by the Company that give counterparties the option to exercise certain derivative contracts. The volumes and prices reflected as Swaptions and Call Options in this table will only be effective if the options are exercised by the applicable counterparties.

(2)In 2028, NOG has 366,000 Bbl open call option contracts at a weighted average price of $80.00 per Bbl.

Interest Rate Derivative Instruments

At times, the Company uses interest rate swaps to effectively convert a portion of its variable rate indebtedness to fixed rate indebtedness. As of December 31, 2023, the Company had no interest rate swaps. The settlement of these derivative instruments is recognized as a component of interest expense in the statements of operations. The mark-to-market component of these derivative instruments is recognized in gain (loss) on unsettled interest rate derivatives, net in the statements of operations.

Other Information Regarding Derivative Instruments

The following table sets forth the amounts, on a gross basis, and classification of the Company’s outstanding derivative financial instruments at December 31, 2023 and 2022, respectively.  Certain amounts may be presented on a net basis in the financial statements when such amounts are with the same counterparty and subject to a master netting arrangement:

(In thousands)		December 31, Estimated Fair Value
Type of Commodity	Balance Sheet Location	2023		2022
Derivative Assets:
Commodity Price Swap Contracts	Current Assets	$	61,323	$	30,513
Commodity Basis Swap Contracts	Current Assets	4,487		5,620
Commodity Price Collar Contracts	Current Assets	36,619		40,652
Commodity Price Call Option Contracts	Current Assets	17,964		—
Commodity Price Put Option Contracts	Current Assets	664		—
Interest Rate Swap Contracts	Current Assets	—		1,017
Commodity Price Swap Contracts	Noncurrent Assets	16,621		11,490
Commodity Basis Swap Contracts	Noncurrent Assets	1,874		547
Commodity Price Collar Contracts	Noncurrent Assets	26,841		29,538
Commodity Price Call Option Contracts	Noncurrent Assets	3,635		—
Total Derivative Assets		$	170,029	$	119,377
Derivative Liabilities:
Commodity Price Swap Contracts	Current Liabilities	$	(8,079)	$	(53,386)
Commodity Basis Swap Contracts	Current Liabilities	(6,796)		(4,407)
Commodity Price Swaptions Contracts	Current Liabilities	(1,496)		—
Commodity Price Collar Contracts	Current Liabilities	(14,370)		(29,218)
Commodity Price Call Option Contracts	Current Liabilities	(31,380)		(13,916)
Commodity Price Swap Contracts	Noncurrent Liabilities	(2,288)		(8,343)
Commodity Basis Swap Contracts	Noncurrent Liabilities	(8,922)		(3,071)
Commodity Price Collar Contracts	Noncurrent Liabilities	(18,849)		(33,210)
Commodity Price Call Option Contracts	Noncurrent Liabilities	(78,123)		(132,794)
Commodity Price Swaptions Contracts	Noncurrent Liabilities	(35,896)		(77,515)
Total Derivative Liabilities		$	(206,198)	$	(355,860)

The use of derivative transactions involves the risk that the counterparties will be unable to meet the financial terms of such transactions.  When the Company has netting arrangements with its counterparties that provide for offsetting payables against receivables from separate derivative instruments these assets and liabilities are netted in the balance sheet. The tables presented below provide reconciliation between the gross assets and liabilities and the amounts reflected in the balance sheet. The amounts presented exclude derivative settlement receivables and payables as of the balance sheet dates.

	Estimated Fair Value at December 31, 2023
(In thousands)	Gross Amounts of Recognized Assets (Liabilities)		Gross Amounts Offset in the Balance Sheet		Net Amounts of Assets (Liabilities) Presented in the Balance Sheet
Offsetting of Derivative Assets:
Current Assets	$	121,057	$	(45,324)	$	75,733
Non-Current Assets	48,971		(38,246)		10,725
Total Derivative Assets	$	170,029	$	(83,570)	$	86,459
Offsetting of Derivative Liabilities:
Current Liabilities	$	(62,120)	$	45,324	$	(16,797)
Non-Current Liabilities	(144,077)		38,246		(105,831)
Total Derivative Liabilities	$	(206,198)	$	83,570	$	(122,628)

	Estimated Fair Value at December 31, 2022
(In thousands)	Gross Amounts of Recognized Assets (Liabilities)		Gross Amounts Offset in the Balance Sheet		Net Amounts of Assets (Liabilities) Presented in the Balance Sheet
Offsetting of Derivative Assets:
Current Assets	$	77,802	$	(42,509)	$	35,293
Non-Current Assets	41,575		(29,028)		12,547
Total Derivative Assets	$	119,377	$	(71,537)	$	47,840
Offsetting of Derivative Liabilities:
Current Liabilities	$	(100,927)	$	42,509	$	(58,418)
Non-Current Liabilities	(254,933)		29,028		(225,905)
Total Derivative Liabilities	$	(355,860)	$	71,537	$	(284,324)

All of the Company’s outstanding derivative instruments are covered by International Swap Dealers Association Master Agreements (“ISDAs”) entered into with parties that are also lenders under the Company’s Revolving Credit Facility.  The Company’s obligations under the derivative instruments are secured pursuant to the Revolving Credit Facility, and no additional collateral had been posted by the Company as of December 31, 2023.  The ISDAs may provide that as a result of certain circumstances, such as cross-defaults, a counterparty may require all outstanding derivative instruments under an ISDA to be settled immediately.  See Note 11 for the aggregate fair value of all derivative instruments that were in a net liability position at December 31, 2023 and 2022.

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EARNINGS PER SHARE

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHARE

The reconciliation of the numerators and denominators used to calculate basic EPS and diluted EPS for the years ended December 31, 2023, 2022 and 2021 are as follows:

	December 31,
(In thousands, except share and per share data)	2023		2022		2021
Net Income	$	922,969	$	773,237	$	6,361
Less: Cumulative Dividends on Preferred Stock	—		9,803		14,761
Less: Premium on Repurchase of Preferred Stock	—		35,731		—
Net Income (Loss) Attributable to Common Stock	$	922,969	$	727,703	$	(8,400)
Weighted Average Common Shares Outstanding:
Weighted Average Common Shares Outstanding – Basic	91,483,687		78,557,216		62,989,543
Plus: Dilutive Effect of Restricted Stock, Preferred Stock, Convertible Notes, and Common Stock Warrants	577,260		8,118,149		—
Weighted Average Common Shares Outstanding – Diluted	92,060,947		86,675,365		62,989,543
Net Income (Loss) per Common Share:
Basic	$	10.09	$	9.26	$	(0.13)
Diluted	$	10.03	$	8.92	$	(0.13)

For the year ended December 31, 2021, the Company’s potentially dilutive securities, which include restricted stock and convertible preferred shares, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same.

The following securities have been excluded from the calculation of diluted weighted average common shares outstanding as the inclusion of these securities would have an anti-dilutive effect:

	December 31,
	2023	2022	2021
Restricted Stock Awards	—	—	150,011
Convertible Notes	—	—	—
Series A Preferred Stock (if converted)	—	—	9,758,871
Warrants	—	—	468,325
Total	—	—	10,377,207

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SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

In January 2024, the Company completed its acquisition of certain oil and gas properties, interests and related assets in the Delaware Basin from a private seller, effective as of November 1, 2023. The total consideration paid to the seller at closing included 107,657 shares of common stock and $147.0 million in cash, a portion of which was funded by a $17.1 million deposit paid at signing in November 2023. The cash closing consideration remains subject to customary post-closing adjustments.

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SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

12 Months Ended

Dec. 31, 2023

Extractive Industries [Abstract]

SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

SUPPLEMENTAL OIL AND GAS INFORMATION

(UNAUDITED)

Oil and Natural Gas Exploration and Production Activities

Oil and natural gas sales reflect the market prices of net production sold or transferred with appropriate adjustments for royalties, net profits interest, and other contractual provisions.  Production expenses include lifting costs incurred to operate and maintain productive wells and related equipment including such costs as operating labor, repairs and maintenance, materials, supplies and fuel consumed.  Production taxes include production and severance taxes. Depletion of crude oil and natural gas properties relates to capitalized costs incurred in acquisition, exploration, and development activities.  Results of operations do not include interest expense and general corporate amounts.  The results of operations for the Company’s crude oil and natural gas production activities are provided in the Company’s related statements of income.

Costs Incurred and Capitalized Costs

The costs incurred in crude oil and natural gas acquisition, exploration and development activities are highlighted in the table below.

	December 31,
(In thousands)	2023		2022		2021
Costs Incurred for the Year:
Proved Property Acquisition and Other	$	1,288,437	$	1,036,412	$	434,519
Unproved Property Acquisition	3,414		$	51,097	$	19,358
Development	639,203		386,972		202,325
Total	$	1,931,054	$	1,474,482	$	656,202

Excluded costs for unproved properties are accumulated by year.  Costs are reflected in the full cost pool as the drilling costs are incurred or as costs are evaluated and deemed impaired.  The Company anticipates these excluded costs will be included in the depletion computation over the next five years.  The Company is unable to predict the future impact on depletion rates.  The following is a summary of capitalized costs excluded from depletion at December 31, 2023 by year incurred.

	December 31,
(In thousands)	2023		2022		2021		Prior Years
Property Acquisition	$	2,064	$	12,865	$	12,097	$	9,759
Development	—		—		—		—
Total	$	2,064	$	12,865	$	12,097	$	9,759

Oil and Natural Gas Reserves and Related Financial Data

Information with respect to the Company’s crude oil and natural gas producing activities is presented in the following tables.  Reserve quantities, as well as certain information regarding future production and discounted cash flows, were determined by the Company and audited by Cawley, Gillespie & Associates, Inc., our third-party independent reserve engineers.

Oil and Natural Gas Reserve Data

The following tables present the Company’s estimates of its proved crude oil and natural gas reserves.  The Company emphasizes that reserves are approximations and are expected to change as additional information becomes available.  Reservoir engineering is a subjective process of estimating underground accumulations of crude oil and natural gas that cannot be measured in an exact way, and the accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment.

(In thousands)	Natural Gas (MCF)	Oil (BBLS)	BOE
Proved Developed and Undeveloped Reserves at December 31, 2020	159,641	96,025	122,632
Revisions of Previous Estimates	89,115	19,914	34,766
Extensions, Discoveries and Other Additions	32,432	12,759	18,164
Purchases of Minerals in Place	700,610	14,985	131,753
Production	(44,074)	(12,288)	(19,634)
Proved Developed and Undeveloped Reserves at December 31, 2021	937,724	131,395	287,682
Revisions of Previous Estimates	(14,678)	(2,787)	(5,233)
Extensions, Discoveries and Other Additions	54,431	22,563	31,635
Purchases of Minerals in Place	99,760	27,660	44,286
Production	(68,829)	(16,090)	(27,562)
Proved Developed and Undeveloped Reserves at December 31, 2022	1,008,407	162,741	330,808
Revisions of Previous Estimates	(166,121)	(33,954)	(61,641)
Extensions, Discoveries and Other Additions	67,796	28,123	39,422
Purchases of Minerals in Place	190,376	35,446	67,176
Production	(84,342)	(22,013)	(36,070)
Proved Developed and Undeveloped Reserves at December 31, 2023	1,016,116	170,342	339,695
Proved Developed Reserves:
December 31, 2021	498,558	87,505	170,598
December 31, 2022	611,856	112,626	214,602
December 31, 2023	677,979	121,865	234,861
Proved Undeveloped Reserves:
December 31, 2021	439,165	43,890	117,084
December 31, 2022	396,551	50,115	116,207
December 31, 2023	338,138	48,477	104,833

Proved reserves are estimated quantities of crude oil and natural gas, which geological and engineering data indicate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions.  Proved developed reserves are proved reserves that can be expected to be recovered through existing wells with existing equipment and operating methods.  Proved undeveloped reserves are included for reserves for which there is a high degree of confidence in their recoverability and they are scheduled to be drilled within the next five years.

Notable changes in proved reserves for the year ended December 31, 2023 included the following:

•Extensions and discoveries. In 2023, total extensions and discoveries of 39.4 MMBoe were primarily attributable to successful drilling operations as well as the addition of proved undeveloped locations. Included in these extensions and discoveries were 14.8 MMBoe as a result of successful drilling operations and 24.6 MMBoe as a result of additional proved undeveloped locations.

•Purchases of minerals in place. In 2023, total purchases of minerals in place of 67.2 MMBoe were primarily attributable to acquisitions of oil and natural gas properties (see Note 3).

•Revisions to previous estimates. In 2023, revisions to previous estimates decreased proved developed and undeveloped reserves by a net amount of 61.6 MMBoe. Included in these revisions were 28.3 MMBoe of downward adjustments caused by lower crude oil and natural gas prices, a 2.7 MMBoe downward adjustment attributable to increased operating costs, a 3.9 MMBoe downward adjustment attributable to well performance when comparing the Company’s reserve estimates at December 31, 2023 to December 31, 2022 and 26.7 MMBoe of downward adjustments related to the removal of undeveloped drilling locations related to the 5-year rule and other adjustments.

Notable changes in proved reserves for the year ended December 31, 2022 included the following:

•Extensions and discoveries. In 2022, total extensions and discoveries of 31.6 MMBoe were primarily attributable to successful drilling operations as well as the addition of proved undeveloped locations. Included in these extensions and discoveries were 13.3 MMBoe as a result of successful drilling operations and 18.3 MMBoe as a result of additional proved undeveloped locations.

•Purchases of minerals in place. In 2022, total purchases of minerals in place of 44.3 MMBoe were primarily attributable to acquisitions of oil and natural gas properties (see Note 3).

•Revisions to previous estimates. In 2022, revisions to previous estimates decreased proved developed and undeveloped reserves by a net amount of 5.2 MMBoe. Included in these revisions were 10.2 MMBoe of upward adjustments caused by higher crude oil and natural gas prices, a 1.0 MMBoe downward adjustment attributable to increased operating costs and 14.4 MMBoe of downward adjustments related to the removal of undeveloped drilling locations related to the 5-year rule and other adjustments.

Notable changes in proved reserves for the year ended December 31, 2021 included the following:

•Extensions and discoveries. In 2021, total extensions and discoveries of 18.2 MMBoe were primarily attributable to successful drilling operations as well as the addition of proved undeveloped locations. Included in these extensions and discoveries were 4.9 MMBoe as a result of successful drilling operations and 13.3 MMBoe as a result of additional proved undeveloped locations.

•Purchases of minerals in place. In 2021, total purchases of minerals in place of 131.8 MMBoe were primarily attributable to acquisitions of oil and natural gas properties (see Note 3).

•Revisions to previous estimates. In 2021, revisions to previous estimates increased proved developed and undeveloped reserves by a net amount of 34.8 MMBoe. Included in these revisions were 50.2 MMBoe of upward adjustments caused by higher crude oil and natural gas prices, a 1.1 MMBoe downward adjustment attributable to well performance when comparing the Company’s reserve estimates at December 31, 2021 to December 31, 2020 and 14.2 MMBoe of downward adjustments related to the removal of undeveloped drilling locations related to the 5-year rule and other adjustments.

Standardized Measure of Discounted Future Net Cash Inflows and Changes Therein

The following table presents a standardized measure of discounted future net cash flows relating to proved crude oil and natural gas reserves, and the changes in standardized measure of discounted future net cash flows relating to proved crude oil and natural gas were prepared in accordance with the provisions of ASC 932 Extractive Activities - Oil and Gas. Future cash inflows were computed by applying average prices of crude oil and natural gas for the last 12 months to estimated future production. Future production and development costs were computed by estimating the expenditures to be incurred in developing and producing the proved crude oil and natural gas reserves at the end of the year, based on year-end costs and assuming continuation of existing economic conditions.  Future income tax expenses were calculated by applying appropriate year-end tax rates to future pretax cash flows relating to proved crude oil and natural gas reserves, less the tax basis of properties involved and tax credits and loss carry forwards relating to crude oil and natural gas producing activities.  Future net cash flows are discounted at the rate of 10% annually to derive the standardized measure of discounted future cash flows. Actual future cash inflows may vary considerably, and the standardized measure does not necessarily represent the fair value of the Company’s crude oil and natural gas reserves. All estimated future costs to settle the Company’s asset retirement obligations have been included in our calculation of the standardized measure for each period presented.

	December 31,
(In thousands)	2023		2022		2021
Future Cash Inflows	$	16,008,048	$	22,452,776	$	11,339,861
Future Production Costs	(6,627,373)		(6,820,784)		(4,213,186)
Future Development Costs	(1,358,405)		(1,145,225)		(932,480)
Future Income Tax Expense	(1,380,854)		(2,764,111)		(947,303)
Future Net Cash Inflows	$	6,641,417	$	11,722,656	$	5,246,892
10% Annual Discount for Estimated Timing of Cash Flows	(2,485,180)		(5,285,758)		(2,356,783)
Standardized Measure of Discounted Future Net Cash Flows	$	4,156,237	$	6,436,898	$	2,890,109

The twelve-month average prices were adjusted to reflect applicable transportation and quality differentials on a well-by-well basis to arrive at realized sales prices used to estimate the Company’s reserves.  The price of other liquids is included in natural gas.  The prices for the Company’s reserve estimates were as follows:

	Natural Gas MCF		Oil Bbl
December 31, 2023	$	3.10	$	75.51
December 31, 2022	$	7.43	$	91.95
December 31, 2021	$	3.37	$	62.25

The expected tax benefits to be realized from utilization of the net operating loss and tax credit carryforwards are used in the computation of future income tax cash flows.  As a result of available net operating loss carryforwards and the remaining tax basis of its assets at December 31, 2023, the Company’s future income taxes were significantly reduced.

Changes in the Standardized Measure of Discounted Future Net Cash Flows at 10% per annum follow:

	December 31,
(In thousands)	2023		2022		2021
Beginning of Period	$	6,436,898	$	2,890,109	$	712,011
Sales of Oil and Natural Gas Produced, Net of Production Costs	(1,390,656)		(1,566,927)		(727,317)
Extensions and Discoveries	683,258		888,067		258,399
Previously Estimated Development Cost Incurred During the Period	327,768		147,439		85,526
Net Change of Prices and Production Costs	(3,241,176)		3,424,794		1,366,197
Change in Future Development Costs	(237,627)		141,884		(103,806)
Revisions of Quantity and Timing Estimates	(1,061,840)		(134,880)		607,774
Accretion of Discount	790,216		334,109		71,254
Change in Income Taxes	617,405		(1,014,277)		(450,455)
Purchases of Minerals in Place	1,200,155		1,157,060		940,910
Other	31,835		169,521		129,615
End of Period	$	4,156,237	$	6,436,898	$	2,890,109

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Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income	$ 922,969	$ 773,237	$ 6,361

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Insider Trading Arrangements	3 Months Ended
	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

The preparation of financial statements under GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The most significant estimates relate to proved crude oil and natural gas reserves, which includes limited control over future development plans as a non-operator, estimates relating to certain crude oil and natural gas revenues and expenses, fair value of derivative instruments, fair value of contingent consideration, acquisition date fair values of assets acquired and liabilities assumed, impairment of crude oil and natural gas properties, asset retirement obligations and deferred income taxes. 

Management’s estimates and assumptions were based on historical data and consideration of future market conditions. Given the uncertainty inherent in any projection, actual results may differ from the estimates and assumptions used, and conditions may change, which could materially affect amounts reported in the financial statements.

Reclassifications

Reclassifications

Certain prior period balances in the statements of cash flows have been reclassified to conform to the current year presentation. Such reclassifications had no impact on net income (loss), cash flows or stockholders’ equity (deficit) previously reported.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers highly liquid investments with insignificant interest rate risk and original maturities to the Company of three months or less to be cash equivalents.  Cash equivalents consist primarily of interest-bearing bank accounts.  The Company’s cash positions represent assets held in checking and money market accounts. Cash and cash equivalents are generally available on a daily or weekly basis and are highly liquid in nature.

Accounts Receivable

Accounts Receivable

Accounts receivable are carried on a gross basis, with no discounting. The Company regularly reviews all aged accounts receivable for collectability and establishes an allowance as necessary for individual balances. Accounts receivable not expected to be collected within the next twelve months are included within Other Noncurrent Assets, Net in the balance sheets.

Advances to Operators

Advances to Operators

The Company participates in the drilling of crude oil and natural gas wells with other working interest partners.  Due to the capital intensive nature of crude oil and natural gas drilling activities, the working interest partner responsible for conducting the drilling operations may request advance payments from other working interest partners for their share of the costs.  The Company expects such advances to be applied by working interest partners against joint interest billings for its share of drilling operations within 90 days from when the advance is paid.

Other Property and Equipment

Other Property and Equipment

Property and equipment that are not crude oil and natural gas properties are recorded at cost and depreciated using the straight-line method over their estimated useful lives of three to seven years.  Expenditures for replacements, renewals, and betterments are capitalized.  Maintenance and repairs are charged to operations as incurred.  Long-lived assets, other than crude oil and natural gas properties, are evaluated for impairment to determine if current circumstances and market conditions indicate the carrying amount may not be recoverable.

Oil and Gas Properties

Oil and Gas Properties

The Company follows the full cost method of accounting for crude oil and natural gas operations whereby all costs related to the exploration and development of crude oil and natural gas properties are capitalized into a single cost center (“full cost pool”).  Such costs include land acquisition costs, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling directly related to acquisition, and exploration activities.  Internal costs that are capitalized are directly attributable to acquisition, exploration and development activities and do not include costs related to production, general corporate overhead or similar activities.  Costs associated with production and general corporate activities are expensed in the period incurred.  Capitalized costs are summarized as follows for the years ended December 31, 2023, 2022 and 2021, respectively:

	December 31,
(In thousands)	2023		2022		2021
Capitalized Certain Payroll and Other Internal Costs	$	1,036	$	1,045	$	1,353
Capitalized Interest Costs	2,999		3,365		1,103
Total	$	4,036	$	4,410	$	2,456

As of December 31, 2023, the Company held leasehold and other oil and gas interests in the United States in the Williston Basin, Permian Basin and Appalachian Basin.

Proceeds from property sales will generally be credited to the full cost pool, with no gain or loss recognized, unless such a sale would significantly alter the relationship between capitalized costs and the proved reserves attributable to these costs.  A significant alteration would typically involve a sale of 25% or more of the proved reserves related to a single full cost pool.  In the years ended December 31, 2023, 2022 and 2021, there were no property sales that resulted in a significant alteration.

Under the full cost method of accounting, the Company is required to perform a ceiling test each quarter.  The test determines a limit, or ceiling, on the net book value of the proved oil and gas properties.  Net capitalized costs are limited to the lower of unamortized cost net of deferred income taxes, or the cost center ceiling.  The proved oil and natural gas properties, net balance was $3.9 billion as of December 31, 2023. The cost center ceiling is defined as the sum of (a) estimated future net revenues, discounted at 10% per annum, from proved reserves, based on the trailing twelve-month unweighted average of the first-day-of-the-month price, adjusted for any contract provisions or financial derivatives designated as hedges for accounting purposes, if any, that hedge the Company’s oil and natural gas revenue, and excluding the estimated abandonment costs for properties with asset retirement obligations recorded in the balance sheet, (b) the cost of properties not being amortized, if any, and (c) the lower of cost or market value of unproved properties included in the cost being amortized, including related deferred taxes for differences between the book and tax basis of the oil and natural gas properties.  If the net book value, including related deferred taxes, exceeds the ceiling, an impairment or non-cash writedown is required.

The Company did not have any ceiling test impairment for the years ended December 31, 2023, 2022 and 2021. Impairment charges affect the Company’s reported net income but do not reduce the Company’s cash flow.

The Company computes the provision for depletion of oil and natural gas properties using the unit-of-production method based upon production and estimates of proved reserve quantities. Unproved costs and related carrying costs are excluded from the depletion base until the properties associated with these costs are considered proved or impaired. The following table presents depletion and depletion per BOE sold of the Company’s proved oil and natural gas properties for the periods presented:

	Year Ended December 31,
(In thousands)	2023		2022		2021
Depletion of Proved Oil and Natural Gas Properties	$	482,306	$	248,252	$	138,759
Depletion per BOE Produced	$	13.37	$	9.01	$	7.07

The Company believes that the majority of its unproved costs will become subject to depletion within the next five years by proving up reserves relating to the acreage through exploration and development activities, by impairing the acreage that will expire before the Company can explore or develop it further or by determining that further exploration and development activity will not occur. The timing by which all other properties will become subject to depletion will be dependent upon the timing of future drilling activities and delineation of its reserves.

Capitalized costs associated with impaired unproved properties, which includes leases that have expired or have been deemed uneconomic, and capitalized costs related to properties having proved reserves, plus the estimated future development costs and asset retirement costs, are included in the depletion calculation.  Under this method, depletion is calculated at the end of each period by multiplying total production for the period by a depletion rate.  The depletion rate is determined by dividing the total unamortized cost base plus future development costs by net equivalent proved reserves at the beginning of the period.  The costs of unproved properties are withheld from the depletion base until such time as they are either developed or otherwise transferred to the full cost pool.  When proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion and full cost ceiling calculations.

Asset Retirement Obligations

Asset Retirement Obligations

The Company records a liability equal to the fair value of the estimated cost to retire an asset upon initial recognition.  The asset retirement liability is recorded in the period in which the obligation meets the definition of a liability.  When the liability is initially recorded, the Company increases the carrying amount of oil and natural gas properties by an amount equal to the original liability.  The liability is accreted to its present value each period, and the capitalized cost is depreciated consistent with depletion of proved properties. Upon settlement of the liability or the sale of the well, the liability is relieved.  These liability amounts may change because of changes in asset lives, estimated costs of abandonment or legal or statutory remediation requirements.

Business Combinations

Business Combinations

The Company accounts for its acquisitions that qualify as a business using the acquisition method. Under the acquisition method, assets acquired and liabilities assumed are recognized and measured at their fair values. The use of fair value accounting requires the use of significant judgment since some transaction components do not have fair values that are readily determinable. The excess, if any, of the purchase price over the net fair value amounts assigned to assets acquired and liabilities assumed is recognized as goodwill. Conversely, if the fair value of assets acquired exceeds the purchase price, including liabilities assumed, the excess is immediately recognized in earnings as a bargain purchase gain.

Financial Instruments

Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, receivables, payables, commodity derivative assets and liabilities, contingent consideration, and long-term debt. The carrying amounts of cash and cash equivalents, receivables and payables approximate fair value due to the highly liquid or short-term nature of these instruments. The fair values of the Company’s derivative instruments assets and liabilities are based on a third-party industry-standard pricing model using contract terms and prices and assumptions and inputs that are substantially observable in active markets throughout the full term of the instruments, including forward oil price curves, discount rates, volatility factors and credit risk adjustments. The fair values of the Company’s contingent consideration liabilities are determined by a third-party valuation specialist using Monte Carlo simulations that include observable market data.

The carrying amount of long-term debt associated with borrowings outstanding under the Company’s Revolving Credit Facility approximates fair value as borrowings bear interest at variable rates. The carrying amounts of the Company’s Senior Notes and Convertible Notes (see Note 4 below) may not approximate fair value because carrying amounts are net of unamortized premiums and debt issuance costs, and the Senior Notes and Convertible Notes bear interest at fixed rates.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.  The Company uses a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Financial Assets and Liabilities

As required, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.  The Company’s assessment of the significance of a particular input requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

Commodity Derivatives. The Level 2 instruments presented in the tables above consist of commodity derivative instruments (see Note 12).  The fair value of the Company’s commodity derivative instruments is determined based upon future prices, volatility and time to maturity, among other things.  Counterparty statements are utilized to determine the value of the commodity derivative instruments and are reviewed and corroborated using various methodologies and significant observable inputs.  The Company’s and the counterparties’ nonperformance risk is evaluated.  The fair value of commodity derivative contracts is reflected in the balance sheet.  The current derivative asset and liability amounts represent the fair values expected to be settled in the subsequent twelve months.

Interest Rate Derivatives. The Level 2 instruments presented in the tables above consist of interest rate derivative instruments (see Note 12).  The fair value of the Company’s interest rate derivative instruments is determined based upon contracted notional amounts, active market-quoted interest yield curves, and time to maturity, among other things. Counterparty statements are utilized to determine the value of the interest rate derivative instruments and are reviewed and corroborated using various methodologies and significant observable inputs.  The Company’s and the counterparties’ nonperformance risk is

evaluated.  The fair value of interest rate derivative contracts is reflected in the balance sheets.  The current derivative asset and liability amounts represent the fair values expected to be settled in the subsequent twelve months.

Contingent Consideration. These Level 2 instruments presented in the tables above consist of contingent consideration liabilities that were potentially payable by the Company in connection with the Alpha Acquisition (see Note 3). The fair value of these liabilities was estimated using observable market data (NYMEX WTI forward price curve) and Monte Carlo simulation models. The acquisition date fair values were recorded within contingent consideration liabilities on the Company’s balance sheets. Changes in the fair value of the liability are recorded in other income (expense) in the Company’s statement of operations.

Fair Value of Other Financial Instruments

The carrying amounts of cash equivalents, receivables and payables approximate fair value due to the highly liquid or short-term nature of these instruments.

Non-Financial Assets and Liabilities

The Company estimates asset retirement obligations pursuant to the provisions of FASB ASC Topic 410, Asset Retirement and Environmental Obligations. The initial measurement of AROs at fair value is calculated using discounted cash flow techniques and based on internal estimates of future retirement costs associated with oil and natural gas properties.  Given the unobservable nature of the inputs, including plugging costs and reserve lives, the initial measurement of the AROs liability is deemed to use Level 3 inputs.  AROs incurred and acquired during the year ended December 31, 2023 were approximately $4.4 million.

The Company issued common stock warrants as a part of the Veritas Acquisition as purchase consideration. The common stock warrants issued grant holders the right to purchase 1,939,998 shares of the Company’s common stock at an exercise price equal to $28.30 per share (subject to certain adjustments), which are generally exercisable from April 27, 2022 until January 27, 2029. See Note 6 for additional information regarding these warrants. The fair value of the common stock warrants consideration was determined by utilizing an Option Pricing Model. These non-recurring fair value measurements are primarily determined using inputs that are observable or can be corroborated by observable market data (Level 2 inputs).

The Company accounts for acquisitions of oil and natural gas properties under the acquisition method of accounting. Accordingly, the Company conducts assessments of net assets acquired and recognizes amounts for identifiable assets acquired and liabilities assumed at the estimated acquisition date fair values, while transaction costs associated with the acquisitions are expensed as incurred. The Company makes various assumptions in estimating the fair values of assets acquired and liabilities assumed. The most significant assumptions relate to the estimated fair value of oil and natural gas properties. The fair value of these properties is measured using a discounted cash flow model that converts future cash flows to a single discounted amount. These assumptions represent Level 3 inputs under the fair value hierarchy. See Note 3 for additional discussion of the Company’s acquisitions of oil and natural gas properties during the year ended December 31, 2023 and discussion of the significant inputs to the valuations.

Though the Company believes the methods used to estimate fair value are consistent with those used by other market participants, the use of other methods or assumptions could result in a different estimate of fair value.

Debt Issuance Costs

Debt Issuance Costs

Debt issuance costs related to our Senior Notes and Convertible Notes are included as a deduction from the carrying amount of long-term debt in the balance sheets and are amortized to interest expense using the effective interest method over the term of the related debt. Debt issuance costs related to the Revolving Credit Facility are included in other noncurrent assets and are amortized to interest expense on a straight-line basis over the term of the agreement.

Debt Premiums

Debt Premiums

Debt premiums related to the Company’s Senior Notes are included as an addition to the carrying amount of the long-term debt in the balance sheets and are amortized to interest expense using the effective interest method over the term of the related notes.

Revenue Recognition

Revenue Recognition

The Company’s revenues are primarily derived from its interests in the sale of oil and natural gas production. The Company recognizes revenue from its interests in the sales of crude oil and natural gas in the period that its performance obligations are satisfied. Performance obligations are satisfied when the customer obtains control of the product, when the Company has no further obligations to perform related to the sale, when the transaction price has been determined and when collectability is probable. The sales of oil and natural gas are made under contracts which the third-party operators of the wells have negotiated with customers, which typically include variable consideration that is based on pricing tied to local indices and volumes delivered in the current month. The Company receives payment from the sale of oil and natural gas production from one to three months after delivery. At the end of each month when the performance obligation is satisfied, the variable consideration can be reasonably estimated and amounts due from customers are accrued in trade receivables, net in the balance sheets. Variances between the Company’s estimated revenue and actual payments are recorded in the month the payment is received, however, differences have been and are insignificant. Accordingly, the variable consideration is not constrained.

The Company does not disclose the value of unsatisfied performance obligations under its contracts with customers as it applies the practical exemption, which applies to variable consideration that is recognized as control of the product is transferred to the customer. Since each unit of product represents a separate performance obligation, future volumes are wholly unsatisfied, and disclosure of the transaction price allocated to remaining performance obligations is not required.

The Company’s oil is typically sold at delivery points under contract terms that are common in our industry. The Company’s natural gas produced is delivered by the well operators to various purchasers at agreed upon delivery points under a limited number of contract types that are also common in our industry. Regardless of the contract type, the terms of these contracts compensate the well operators for the value of the oil and natural gas at specified prices, and then the well operators will remit payment to the Company for its share in the value of the oil and natural gas sold.

A wellhead imbalance liability equal to the Company’s share is recorded to the extent that the Company’s well operators have sold volumes in excess of its share of remaining reserves in an underlying property. However, for the years ended December 31, 2023, 2022 and 2021, the Company’s natural gas production was in balance, meaning its cumulative portion of natural gas production taken and sold from wells in which it has an interest equaled its entitled interest in natural gas production from those wells.

Concentrations of Market, Credit Risk and Other Risks

Concentrations of Market, Credit Risk and Other Risks

The future results of the Company’s crude oil and natural gas operations will be affected by the market prices of crude oil and natural gas.  The availability of a ready market for crude oil and natural gas products in the future will depend on numerous factors beyond the control of the Company, including weather, imports, marketing of competitive fuels, proximity and capacity of crude oil and natural gas pipelines and other transportation facilities, any oversupply or undersupply of crude oil, natural gas and liquid products, the regulatory environment, the economic environment, and other regional and political events, none of which can be predicted with certainty.

The Company operates in the exploration, development and production sector of the crude oil and natural gas industry.  The Company’s receivables include amounts due, indirectly via the third-party operators of the wells, from purchasers of its crude oil and natural gas production.  While certain of these customers, as well as third-party operators of the wells, are affected by periodic downturns in the economy in general or in their specific segment of the crude oil or natural gas industry, the Company believes that its level of credit-related losses due to such economic fluctuations have been immaterial.

As a non-operator, 100% of the Company’s wells are operated by third-party operating partners. As a result, the Company is highly dependent on the success of these third-party operators. If they are not successful in the exploration, development and production activities relating to the Company’s leasehold interests, or are unable or unwilling to perform, the Company’s financial condition and results of operation could be adversely affected. These risks are heightened in a low commodity price environment, which may present significant challenges to these third-party operators. The Company’s third-party operators will make decisions in connection with their operations that may not be in the Company’s best interests, and the Company may have little or no ability to exercise influence over the operational decisions of its third-party operators. For the years ended December 31, 2023, 2022 and 2021, the Company’s top four operators made up 38%, 39% and 50%, respectively, of total oil and natural gas sales.

The Company faces concentration risk due to the fact that substantially all of its oil and natural gas revenue is sourced from a limited number of geographic areas of operations. As a result, the Company is disproportionately exposed to risks that affect one or more of those areas in the Williston Basin (North Dakota and Montana), the Permian Basin (New Mexico and Texas), and the Appalachian Basin (Pennsylvania and Ohio).

The Company manages and controls market and counterparty credit risk. In the normal course of business, collateral is not required for financial instruments with credit risk. Financial instruments which potentially subject the Company to credit risk consist principally of cash balances and derivative financial instruments. The Company maintains cash and cash equivalents in bank deposit accounts which, at times, may exceed the federally insured limits. The Company has not experienced any significant losses from such investments. The Company attempts to limit the amount of credit exposure to any one financial

institution or company. The Company believes the credit quality of its counterparties is generally high. In the normal course of business, letters of credit or parent guarantees may be required for counterparties which management perceives to have a higher credit risk.

Stock-Based Compensation

Stock-Based Compensation

The Company records expense associated with the fair value of stock-based compensation.  For fully vested stock and restricted stock grants, the Company calculates the stock-based compensation expense based upon estimated fair value on the date of grant.  In determining the fair value of performance-based share awards subject to market conditions, the Company utilizes a Monte Carlo simulation prepared by an independent third-party.  For stock options, the Company uses the Black-Scholes option valuation model to calculate stock-based compensation at the date of grant.  Option pricing models require the input of highly subjective assumptions, including the expected price volatility.  Changes in these assumptions can materially affect the fair value estimate.

Treasury Stock

Treasury Stock

Treasury stock is recorded at cost, which includes incremental direct transaction costs, and is retired upon acquisition as a result of share repurchases under the share repurchase program or from the withholding of shares of stock to satisfy employee tax withholding obligations that arise upon the lapse of restrictions on their stock-based awards at the employees’ election.

Income Taxes

Income Taxes

The Company’s income tax expense, deferred tax assets and deferred tax liabilities reflect management’s best assessment of estimated current and future taxes to be paid.  The Company estimates for each interim reporting period the effective tax rate expected for the full fiscal year and uses that estimated rate in providing for income taxes on a current year-to-date basis.  The Company’s only taxing jurisdictions are the United States and the US states in which we operate.

Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future.  In evaluating the Company’s ability to recover its deferred tax assets, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations.  In projecting future taxable income, the Company begins with historical results and incorporates assumptions about the amount of future state and federal pretax operating income adjusted for items that do not have tax consequences.  The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates the Company is using to manage the underlying businesses.

Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all of the benefits of deferred tax assets will not be realized. In assessing the need for a valuation allowance for the Company’s deferred tax assets, a significant item of positive evidence considered was the cumulative book income in recent years. The Company had historically been in a cumulative book loss position, driven primarily by full cost ceiling test impairments during the prior periods. Additionally, at December 31, 2023, the Company had a net deferred tax liability (prior to consideration of valuation allowance) and estimates the deferred tax liabilities will reverse and create taxable income against which the deferred tax assets may be realized. The Company also considered negative evidence including the fact that the Company’s revenue, profitability and future growth are dependent upon prevailing and future prices for oil and natural gas, which continue to be volatile. Based on all factors considered, management released the valuation allowance against the Company’s federal and the majority of its state deferred tax assets at December 31, 2023. Accordingly, the valuation allowance against certain of the Company’s deferred tax assets at December 31, 2023 and 2022 was $1.9 million and $156.3 million, respectively.

Derivative Instruments and Price Risk Management

Derivative Instruments and Price Risk Management

The Company uses derivative instruments to manage market risks resulting from fluctuations in the prices of crude oil and natural gas commodities.  The Company enters into derivative contracts, including price swaps, caps and floors, which require payments to (or receipts from) counterparties based on the differential between a fixed price and a variable price for a fixed quantity of the applicable commodity without the exchange of underlying volumes.  The notional amounts of these financial instruments are based on expected production from existing wells.  The Company may also use exchange traded futures contracts and option contracts to hedge the delivery price of commodities at a future date.

The Company recognizes derivative instruments as assets or liabilities in the balance sheet, measured at fair value and marked-to-market at the end of each period.  Any realized gains and losses on settled derivatives, as well as mark-to-market gains or losses, are aggregated and recorded to gain (loss) on derivative instruments, net on the statements of operations.  See Note 12 for a description of the derivative contracts into which the Company has entered.

The Company utilizes various commodity price derivative instruments to (i) reduce the effects of volatility in price changes on the crude oil and natural gas commodities it produces and sells, (ii) reduce commodity price risk and (iii) provide a base level of cash flow in order to assure it can execute at least a portion of its capital spending. In addition, from time to time the Company utilizes interest rate swaps to mitigate exposure to changes in interest rates on the Company’s variable-rate indebtedness.

All derivative instruments are recorded in the Company’s balance sheet as either assets or liabilities measured at their fair value (see Note 11).  The Company has not designated any derivative instruments as hedges for accounting purposes and does not enter into such instruments for speculative trading purposes.  If a derivative does not qualify as a hedge or is not designated as a hedge, the changes in the fair value are recognized in the Company’s statements of operations as a gain or loss on derivative instruments.  Mark-to-market gains and losses represent changes in fair values of derivatives that have not been settled.  The Company’s cash flow is only impacted when the actual settlements under the derivative contracts result in making or receiving a payment to or from the counterparty.  These cash settlements represent the cumulative gains and losses on the Company’s derivative instruments for the periods presented and do not include a recovery of costs that were paid to acquire or modify the derivative instruments that were settled.

The Company has master netting agreements on individual derivative instruments with certain counterparties and therefore the current asset and liability are netted in the balance sheet and the non-current asset and liability are netted in the balance sheet for contracts with these counterparties.

Employee Benefit Plans

Employee Benefit Plans

The Company sponsors a 401(k) defined contribution plan for the benefit of substantially all employees at the date of hire. The plan allows eligible employees to make pre-tax contributions up to 100% of their annual compensation, not to exceed annual limits established by the federal government. Employees are 100% vested in the employer contributions upon receipt.

Net Income (Loss) Per Common Share

Net Income (Loss) Per Common Share

Basic earnings per share (“EPS”) are computed by dividing net income (loss) attributable to common stockholders (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include shares issuable upon exercise of stock options or warrants and vesting of restricted stock awards, and shares issuable upon conversion of the Series A Preferred Stock (as defined below) or Convertible Notes (see Note 4). The number of potential common shares outstanding are calculated using the treasury stock or if-converted method.

In those reporting periods in which the Company has reported net income available to common stockholders, anti-dilutive shares generally are comprised of the restricted stock that has average unrecognized stock compensation expense greater than the average stock price. In those reporting periods in which the Company has a net loss, anti-dilutive shares are comprised of the impact of those number of shares that would have been dilutive had the Company had net income plus the number of common stock equivalents that would be anti-dilutive had the company had net income.

Restricted stock awards are excluded from the calculation of basic weighted average common shares outstanding until they vest. For restricted stock awards that vest based on achievement of performance and/or market conditions, the number of contingently issuable common shares included in diluted weighted-average common shares outstanding is based on the number of common shares, if any, that would be issuable under the terms of the arrangement if the end of the reporting period were the end of the contingency period, assuming the result would be dilutive.

New Accounting Pronouncements

Adopted and Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires the Company to disclose disaggregated jurisdictional and categorical information for the tax rate reconciliation, income taxes paid and other income tax related amounts. This guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The adoption is expected to enhance the Company's Notes to the Consolidated Financial Statements. The Company is currently evaluating the impact the new standard will have on its financial statements and related disclosure.

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires the Company to expand the breadth and frequency of segment disclosures to include additional information about significant segment expenses, the chief operating decision maker (CODM) and other items, and also require the annual disclosures on an interim basis. This guidance is effective for annual periods beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact the new standard will have on its financial statements and related disclosure.

In October 2023, the FASB issued ASU 2023-06 Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends GAAP to include 14 disclosure requirements that are currently required under SEC

Regulation S-X or Regulation S-K. Each amendment will be effective on the date on which the SEC removes the related disclosure requirement from SEC Regulation S-X or Regulation S-K. The Company is currently evaluating the impact the new standard will have on its financial statements and related disclosure.

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SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of Capitalized Costs Related to the Exploration and Development of Crude Oil and Natural Gas Properties

Capitalized costs are summarized as follows for the years ended December 31, 2023, 2022 and 2021, respectively:

	December 31,
(In thousands)	2023		2022		2021
Capitalized Certain Payroll and Other Internal Costs	$	1,036	$	1,045	$	1,353
Capitalized Interest Costs	2,999		3,365		1,103
Total	$	4,036	$	4,410	$	2,456

The costs incurred in crude oil and natural gas acquisition, exploration and development activities are highlighted in the table below.

	December 31,
(In thousands)	2023		2022		2021
Costs Incurred for the Year:
Proved Property Acquisition and Other	$	1,288,437	$	1,036,412	$	434,519
Unproved Property Acquisition	3,414		$	51,097	$	19,358
Development	639,203		386,972		202,325
Total	$	1,931,054	$	1,474,482	$	656,202

The Company is unable to predict the future impact on depletion rates.  The following is a summary of capitalized costs excluded from depletion at December 31, 2023 by year incurred.

	December 31,
(In thousands)	2023		2022		2021		Prior Years
Property Acquisition	$	2,064	$	12,865	$	12,097	$	9,759
Development	—		—		—		—
Total	$	2,064	$	12,865	$	12,097	$	9,759

Schedule of Depletion and Depletion Per BOE Sold

The following table presents depletion and depletion per BOE sold of the Company’s proved oil and natural gas properties for the periods presented:

	Year Ended December 31,
(In thousands)	2023		2022		2021
Depletion of Proved Oil and Natural Gas Properties	$	482,306	$	248,252	$	138,759
Depletion per BOE Produced	$	13.37	$	9.01	$	7.07

Schedule of Disaggregation of Revenue

The following tables present the disaggregation of the Company’s oil revenues and natural gas and NGL revenues by basin for the years ended December 31, 2023, 2022 and 2021.

	Twelve Months Ended December 31, 2023
(In thousands)	Williston		Permian		Appalachian		Total
Oil Revenues	$	925,852	$	720,245	$	—	$	1,646,096
Natural Gas and NGL Revenues	114,497		101,386		35,800		251,682
Total	$	1,040,348	$	821,631	$	35,800	$	1,897,779

	Twelve Months Ended December 31, 2022
(In thousands)	Williston		Permian		Appalachian		Total
Oil Revenues	$	1,058,878	$	415,732	$	—	$	1,474,610
Natural Gas and NGL Revenues	260,462		116,034		134,692		511,188
Total	$	1,319,340	$	531,766	$	134,692	$	1,985,798

	Twelve Months Ended December 31, 2021
(In thousands)	Williston		Permian		Appalachian		Total
Oil Revenues	$	730,982	$	42,488	$	—	$	773,470
Natural Gas and NGL Revenues	141,425		7,386		52,808		201,619
Total	$	872,408	$	49,874	$	52,808	$	975,089

Schedule of Supplemental Cash Flow Information

The following reflects the Company’s supplemental cash flow information for the years ended December 31, 2023, 2022 and 2021:

	December 31,
(In thousands)	2023		2022		2021
Supplemental Cash Items:
Cash Paid During the Period for Interest, Net of Amount Capitalized	$	128,943	$	74,933	$	46,951
Cash Paid During the Period for Income Taxes	3,826		3,672		—
Non-cash Investing Activities:
Capital Expenditures on Oil and Natural Gas Properties Included in Accounts Payable and Accrued Liabilities	236,314		163,059		111,897
Capitalized Asset Retirement Obligations	5,413		3,917		6,950
Contingent Consideration	—		11,966		785
Compensation Capitalized on Oil and Gas Properties	280		218		282
Issuance of Common Stock Warrants - Acquisitions of Oil and Natural Gas Properties	—		17,870		30,512
Accrued Liabilities From Acquisitions of Oil and Natural Gas Properties	5,168		—		—
Other Property and Equipment Included in Accounts Payable	—		—		578
Non-cash Financing Activities:
Common Stock Dividends Declared, but not paid	40,496		19,546		6,210
Issuance of Common Stock for Preferred Stock Exchange	—		36,627		—
Issuance of Common Stock Warrants - Acquisitions of Oil and Natural Gas Properties	—		17,870		—
Issuance of Common Stock in Exchange for Warrants	13,328		76,904		—

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CRUDE OIL AND NATURAL GAS PROPERTIES (Tables)

12 Months Ended

Dec. 31, 2023

Oil and Gas Exploration and Production Industries Disclosures [Abstract]

Schedule of Fair Values of the Net Assets and Liabilities as of the Date of Acquisition

The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

	(In thousands)
Fair value of net assets:
Proved oil and natural gas properties	$	320,395
Total assets acquired	320,395
Asset retirement obligations	(451)
Net assets acquired	$	319,944
Fair value of consideration paid for net assets:
Cash consideration	$	319,944
Total fair value of consideration transferred	$	319,944

The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

	(In thousands)
Fair value of net assets:
Proved oil and natural gas properties	$	164,925
Unproved oil and natural gas properties	3,892
Total assets acquired	168,817
Asset retirement obligations	(889)
Net assets acquired	$	167,928
Fair value of consideration paid for net assets:
Cash consideration	$	167,928
Total fair value of consideration transferred	$	167,928

The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

	(In thousands)
Fair value of net assets:
Proved oil and natural gas properties	$	474,417
Total assets acquired	474,417
Asset retirement obligations	(813)
Accrued Liabilities	(5,168)
Net assets acquired	$	468,436
Fair value of consideration paid for net assets:
Cash consideration	$	468,436
Total fair value of consideration transferred	$	468,436

The following table reflects the fair values of the net assets and liabilities as of the date of acquisition:

	(In thousands)
Fair value of net assets:
Proved oil and natural gas properties	$	383,755
Unproved oil and natural gas properties	26,262
Total assets acquired	410,017
Asset retirement obligations	(1,219)
Net assets acquired	$	408,798
Fair value of consideration paid for net assets:
Cash consideration	$	390,928
Issuance of Common Stock Warrants (1.9 million shares at $28.30 per share)	17,870
Total fair value of consideration transferred	$	408,798

The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

	(In thousands)
Fair value of net assets:
Proved oil and natural gas properties	$	160,155
Total assets acquired	160,155
Asset retirement obligations	(319)
Net assets acquired	$	159,836
Fair value of consideration paid for net assets:
Cash consideration	$	157,977
Contingent consideration	1,850
Total fair value of consideration transferred	$	159,827

The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

	(In thousands)
Fair value of net assets:
Proved oil and natural gas properties	$	110,258
Total assets acquired	110,258
Asset retirement obligations	(187)
Net assets acquired	$	110,071
Fair value of consideration paid for net assets:
Cash consideration	$	110,071
Total fair value of consideration transferred	$	110,071

The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

	(In thousands)
Fair value of net assets:
Proved oil and natural gas properties	$	164,300
Total assets acquired	164,300
Asset retirement obligations	(278)
Net assets acquired	$	164,023
Fair value of consideration paid for net assets:
Cash consideration	$	153,916
Contingent consideration	10,107
Total fair value of consideration transferred	$	164,023

The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

	(In thousands)
Fair value of net assets:
Proved oil and natural gas properties	$	131,773
Total assets acquired	131,773
Asset retirement obligations	(155)
Net assets acquired	$	131,618
Fair value of consideration paid for net assets:
Cash consideration	$	131,618
Total fair value of consideration transferred	$	131,618

Schedule of Unaudited Pro Forma Information

The summarized unaudited pro forma information may not be indicative of the results that would have occurred had the Company completed the acquisitions as of January 1, 2022, or that would be attained in the future.

	Year Ended December 31,		Year Ended December 31,
(In thousands)	2023		2022
Total Revenues	$	2,474,121	$	2,376,913
Net Income	$	1,177,068	$	1,414,369

Schedule of Capitalized Costs Excluded from Depletion

The following is a summary of capitalized costs excluded from depletion at December 31, 2023 by year incurred.

	December 31,
(In thousands)	2023		2022		2021		Prior Years
Property Acquisition	$	2,064	$	12,865	$	12,097	$	9,759
Development	—		—		—		—
Total	$	2,064	$	12,865	$	12,097	$	9,759

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LONG TERM DEBT (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Long Term Debt

The Company’s long-term debt consists of the following:

	December 31, 2023
(In thousands)	Principal Balance		Unamortized Net Premium (Discount)		Debt Issuance Costs, Net		Long-term Debt, Net
Revolving Credit Facility (1)	$	161,000	$	—	$	—	$	161,000
Senior Notes due 2028	705,108		8,376		(9,366)		704,117
Convertible Notes due 2029	500,000		—		(14,214)		485,786
Senior Notes due 2031	500,000		(6,600)		(8,749)		484,651
Total	$	1,866,108	$	1,776	$	(32,330)	$	1,835,554
	December 31, 2022
	Principal Balance		Unamortized Net Premium		Debt Issuance Costs, Net		Long-term Debt, Net
Revolving Credit Facility (1)	$	319,000	$	—	$	—	$	319,000
Senior Notes due 2028	724,235		10,682		(11,946)		722,972
Convertible Notes due 2029	500,000		—		(16,558)		483,442
Total	$	1,543,235	$	10,682	$	(28,504)	$	1,525,413

_______________

(1)Debt issuance costs related to the Company’s Revolving Credit Facility of $10.6 million and $10.9 million as of December 31, 2023 and 2022, are recorded in “Other Noncurrent Assets, Net” in the balance sheets.

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STOCK-BASED COMPENSATION AND WARRANTS (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Outstanding RSAs and Related Activity

The following table reflects the outstanding service-based RSAs and activity related thereto for the year ended December 31, 2023:

	Service-based Awards
	Number of Shares	Weighted-average Grant Date Fair Value
Outstanding at December 31, 2022	316,333	$	16.39
Shares granted	468,268	35.19
Shares forfeited	(13,404)	19.06
Shares vested	(273,475)	10.16
Outstanding at December 31, 2023	497,722	$	27.45

The following table reflects the outstanding 2023 TSR Awards and activity related thereto for the year ended December 31, 2023:

	2023 TSR Awards
	Number of Units	Weighted-average Grant Date Fair Value
Outstanding at December 31, 2022	—	$	—
Units granted	83,710	44.49
Units forfeited	—	—
Units vested	—	—
Outstanding at December 31, 2023	83,710	$	44.49

Schedule of Performance Shares Valuation Assumptions

	2022			2023
	TSR Awards			TSR Awards			SAR Awards
Risk-free interest rate	1.69		%	4.23		%	3.92		%
Dividend yield	2.40		%	—		%	4.30		%
Expected volatility	56.94		%	56.40		%	72.30		%
Company’s closing stock price on grant date	$	24.98		$	37.07		$	37.07

Schedule of Warrant Activity

The following table reflects the outstanding warrants and activity related thereto for the year ended December 31, 2023:

	Warrants
	Number of Warrants	Weighted-average Exercise Price
Outstanding at December 31, 2022	1,996,829	$	27.49
Issued	—	—
Anti-Dilution Adjustments for Common Stock Dividends	51,736	27.05
Exercised	—	—
Cancelled	(824,602)	27.49
Expired	—	—
Outstanding at December 31, 2023	1,223,963	$	26.33

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COMMITMENTS & CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Long-term Purchase Commitment

The estimable future commitments under these volume commitment agreements as of December 31, 2023 are as follows:

(in Bcf)	Commitment Volumes
2024	18.4
2025	3.2
Total	21.6

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ASSET RETIREMENT OBLIGATIONS (Tables)

12 Months Ended

Dec. 31, 2023

Asset Retirement Obligation [Abstract]

Schedule of Asset Retirement Obligation Transactions

The following table summarizes the Company’s asset retirement obligation transactions recorded during the years ended December 31, 2023 and 2022.

	December 31,
(in thousands)	2023		2022
Beginning Asset Retirement Obligations	$	33,082	$	28,012
Liabilities Acquired During the Period	2,203		2,158
Liabilities Incurred During the Period	2,191		1,014
Revision of Estimates	1,019		276
Accretion of Discount on Asset Retirement Obligations	2,395		1,980
Liabilities Settled During the Period	(1,001)		(359)
Ending Asset Retirement Obligations	$	39,889	$	33,082

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INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Income Tax Expense Provision (Benefit)

The income tax provision (benefit) for the years ended December 31, 2023, 2022, and 2021 consists of the following:

(In thousands)	2023		2022		2021
Current
Federal	$	—	$	—	$	—
State	915		3,101		233
Deferred
Federal	209,168		164,453		130
State	22,035		20,627		(3,984)
Valuation Allowance	(154,345)		(185,080)		3,854
Total Tax Expense	$	77,773	$	3,101	$	233

Schedule of Reconciliation of Reported Amount of Income Tax Expense (Benefit)

The following is a reconciliation of the reported amount of income tax benefit for the years ended December 31, 2023, 2022, and 2021 to the amount of income tax expenses that would result from applying the statutory rate to pretax income (loss).

(In thousands)	2023			2022			2021
Income (Loss) Before Taxes and NOL	$	1,000,742		$	776,338		$	6,594
Federal Statutory Rate	21.00		%	21.00		%	21.00		%
Taxes Computed at Federal Statutory Rates	210,156			163,031			1,385
State Tax (Benefit), Net of Federal Taxes	24,769			20,270			(3,752)
Deferred Tax Adjustment	(3,527)			3,532			(1,488)
Perm Differences	720			1,347			234
Valuation Allowance	(154,345)			(185,080)			3,854
Reported Tax Expense	$	77,773		$	3,101		$	233

Schedule of Components of Deferred Tax Asset (Liability)

The significant components of the Company’s deferred tax assets (liabilities) were as follows:

	Year Ended December 31,
(in thousands)	2023		2022
Net Operating Loss (NOLs) and Tax Credit Carryforwards	$	146,039	$	134,103
Share Based Compensation	864		901
Accrued Interest	1,006		1,019
Allowance for Doubtful Accounts	927		1,143
Crude Oil and Natural Gas Properties and Other Properties	(278,993)		(43,415)
Interest Carryforwards	43,328		10,050
Derivative Instruments	8,386		52,891
Other	11,836		(424)
Total Net Deferred Tax Assets (Liabilities) Before Valuation Allowance	(66,607)		156,269
Valuation Allowance	(1,881)		(156,269)
Total Net Deferred Tax Assets (Liabilities)	$	(68,488)	$	—

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FAIR VALUE (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Financial Instruments Measured at Fair Value on Recurring Basis

The following

tables set forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2023 and 2022.

	Fair Value Measurements at
	December 31, 2023 Using
(In thousands)	Quoted Prices In Active Markets for Identical Assets (Liabilities) (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Commodity Derivatives – Current Assets	$	—	$	75,733	$	—
Commodity Derivatives – Noncurrent Assets	—		10,725		—
Commodity Derivatives – Current Liabilities	—		(16,797)		—
Commodity Derivatives – Noncurrent Liabilities	—		(105,831)		—
Total	$	—	$	(36,169)	$	—

	Fair Value Measurements at
	December 31, 2022 Using
(In thousands)	Quoted Prices In Active Markets for Identical Assets (Liabilities) (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Commodity Derivatives – Current Assets	$	—	$	34,276	$	—
Commodity Derivatives – Noncurrent Assets	—		12,547		—
Commodity Derivatives – Current Liabilities	—		(58,418)		—
Commodity Derivatives – Noncurrent Liabilities	—		(225,905)		—
Interest Rate Derivatives – Noncurrent Assets	—		1,017		—
Contingent Consideration - Current Liabilities	—		(10,107)		—
Total	$	—	$	(246,590)	$	—

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DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT (Tables)

12 Months Ended

Dec. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Non-Cash Gains or Losses on Derivative Contracts

The following table presents settlements on commodity derivative instruments and unsettled gains and losses on open commodity derivative instruments for the periods presented which is recorded in the revenue section of our financial statements:

	Year ended December 31,
(In thousands)	2023		2022		2021
Cash Received (Paid) on Settled Derivatives	$	57,919	$	(455,450)	$	(165,823)
Non-Cash Mark-to-Market Gain (Loss) on Derivatives	201,331		40,187		(312,370)
Gain (Loss) on Commodity Derivatives, Net	$	259,250	$	(415,262)	$	(478,193)

Schedule of Weighted Average Price of Open Commodity Derivative Contracts

The following table summarizes open commodity derivative positions as of December 31, 2023, for commodity derivatives that were entered into through December 31, 2023, for the settlement period presented:

	2024		2025		2026		2027
Oil:
WTI NYMEX - Swaps:
Volume (Bbl)	7,958,865		2,223,187		1,069,557		—
Weighted-Average Price ($/Bbl)	$	74.13	$	71.91	$	68.94	$	—
WTI NYMEX - Swaptions(1)(2):
Volume (Bbl)	—		1,426,075		3,052,495		—
Weighted-Average Price ($/Bbl)	$	—	$	66.41	$	65.01	$	—
WTI NYMEX - Call Options(1)(2):
Volume (Bbl)	1,806,210		5,096,640		3,102,500		2,190,000
Weighted-Average Price ($/Bbl)	$	71.57	$	75.96	$	72.59	$	80.00
WTI NYMEX - Put Options:
Volume (Bbl)	136,500		—		—		—
Weighted-Average Price ($/Bbl)	$	75.00	$	—	$	—	$	—
WTI NYMEX - Collars:
Collar Put Volume (Bbl)	5,470,001		811,539		159,342		—
Collar Call Volume (Bbl)	7,089,089		1,129,962		175,307
Weighted-average floor price (Bbl)	$	69.83	$	67.76	$	62.50	$	—
Weighted-average ceiling price (Bbl)	$	83.31	$	77.16	$	70.25	$	—
Argus American Crude WTI Midland to WTI NYMEX - Basis Swaps:
Volume (Bbl)	6,211,786		4,106,276		2,094,291		—
Weighted-Average Differential ($/Bbl)	$	1.15	$	1.04	$	1.06	$	—
Natural Gas:
Henry Hub NYMEX - Swaps:
Volume (MMBtu)	38,440,787		2,260,000		—		—
Weighted-Average Price ($/MMBtu)	$	3.52	$	3.90	$	—	$	—
Henry Hub NYMEX - Swaptions:
Volume (MMBtu)	—		7,300,000		—		—
Weighted-Average Price ($/MMBtu)	$	—	$	3.88	$	—	$	—
Waha Swaps:
Volume (MMBtu)	1,830,000		1,825,000		1,825,000		—
Weighted-Average Price ($/MMBtu)	$	3.20	$	3.20	$	3.20	$	—
Waha Inside FERC to Henry Hub - Basis Swaps:
Volume (MMBtu)	19,032,000		16,728,000		10,950,000		—
Weighted-Average Differential ($/MMBtu)	$	(0.80)	$	(0.86)	$	(0.78)	$	—
Henry Hub NYMEX - Call Options:
Volume (MMBtu)	6,158,050		12,207,700		—		—
Weighted-Average Price ($/MMBtu)	$	3.85	$	3.73	$	—	$	—
Henry Hub NYMEX - Collars:
Collar Put Volume (MMBtu)	21,644,086		26,694,006		15,192,303		—
Collar Call Volume (MMBtu)	21,644,086		26,694,006		15,192,303		—
Weighted-average floor price ($/MMBtu)	$	3.12	$	3.16	$	3.13	$	—
Weighted-average ceiling price ($/MMBtu)	$	4.91	$	5.37	$	5.66	$	—
NE - TETCO M2 - Basis Swaps:
Volume (MMBtu)	15,550,000		3,650,000		1,825,000		—
Weighted-Average Differential ($/MMBtu)	$	(0.99)	$	(1.01)	$	(1.14)	$	—

______________

(1)Swaptions are derivative contracts that give counterparties the option to extend certain derivative contracts for additional periods. Call Options are derivative contracts sold by the Company that give counterparties the option to exercise certain derivative contracts. The volumes and prices reflected as Swaptions and Call Options in this table will only be effective if the options are exercised by the applicable counterparties.

(2)In 2028, NOG has 366,000 Bbl open call option contracts at a weighted average price of $80.00 per Bbl.

Schedule of Classification of Outstanding Financial Instruments

The following table sets forth the amounts, on a gross basis, and classification of the Company’s outstanding derivative financial instruments at December 31, 2023 and 2022, respectively.  Certain amounts may be presented on a net basis in the financial statements when such amounts are with the same counterparty and subject to a master netting arrangement:

(In thousands)		December 31, Estimated Fair Value
Type of Commodity	Balance Sheet Location	2023		2022
Derivative Assets:
Commodity Price Swap Contracts	Current Assets	$	61,323	$	30,513
Commodity Basis Swap Contracts	Current Assets	4,487		5,620
Commodity Price Collar Contracts	Current Assets	36,619		40,652
Commodity Price Call Option Contracts	Current Assets	17,964		—
Commodity Price Put Option Contracts	Current Assets	664		—
Interest Rate Swap Contracts	Current Assets	—		1,017
Commodity Price Swap Contracts	Noncurrent Assets	16,621		11,490
Commodity Basis Swap Contracts	Noncurrent Assets	1,874		547
Commodity Price Collar Contracts	Noncurrent Assets	26,841		29,538
Commodity Price Call Option Contracts	Noncurrent Assets	3,635		—
Total Derivative Assets		$	170,029	$	119,377
Derivative Liabilities:
Commodity Price Swap Contracts	Current Liabilities	$	(8,079)	$	(53,386)
Commodity Basis Swap Contracts	Current Liabilities	(6,796)		(4,407)
Commodity Price Swaptions Contracts	Current Liabilities	(1,496)		—
Commodity Price Collar Contracts	Current Liabilities	(14,370)		(29,218)
Commodity Price Call Option Contracts	Current Liabilities	(31,380)		(13,916)
Commodity Price Swap Contracts	Noncurrent Liabilities	(2,288)		(8,343)
Commodity Basis Swap Contracts	Noncurrent Liabilities	(8,922)		(3,071)
Commodity Price Collar Contracts	Noncurrent Liabilities	(18,849)		(33,210)
Commodity Price Call Option Contracts	Noncurrent Liabilities	(78,123)		(132,794)
Commodity Price Swaptions Contracts	Noncurrent Liabilities	(35,896)		(77,515)
Total Derivative Liabilities		$	(206,198)	$	(355,860)

 The amounts presented exclude derivative settlement receivables and payables as of the balance sheet dates.

	Estimated Fair Value at December 31, 2023
(In thousands)	Gross Amounts of Recognized Assets (Liabilities)		Gross Amounts Offset in the Balance Sheet		Net Amounts of Assets (Liabilities) Presented in the Balance Sheet
Offsetting of Derivative Assets:
Current Assets	$	121,057	$	(45,324)	$	75,733
Non-Current Assets	48,971		(38,246)		10,725
Total Derivative Assets	$	170,029	$	(83,570)	$	86,459
Offsetting of Derivative Liabilities:
Current Liabilities	$	(62,120)	$	45,324	$	(16,797)
Non-Current Liabilities	(144,077)		38,246		(105,831)
Total Derivative Liabilities	$	(206,198)	$	83,570	$	(122,628)

	Estimated Fair Value at December 31, 2022
(In thousands)	Gross Amounts of Recognized Assets (Liabilities)		Gross Amounts Offset in the Balance Sheet		Net Amounts of Assets (Liabilities) Presented in the Balance Sheet
Offsetting of Derivative Assets:
Current Assets	$	77,802	$	(42,509)	$	35,293
Non-Current Assets	41,575		(29,028)		12,547
Total Derivative Assets	$	119,377	$	(71,537)	$	47,840
Offsetting of Derivative Liabilities:
Current Liabilities	$	(100,927)	$	42,509	$	(58,418)
Non-Current Liabilities	(254,933)		29,028		(225,905)
Total Derivative Liabilities	$	(355,860)	$	71,537	$	(284,324)

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EARNINGS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of Reconciliation of the Numerators and Denominators Used to Calculate Basic EPS and Diluted EPS

The reconciliation of the numerators and denominators used to calculate basic EPS and diluted EPS for the years ended December 31, 2023, 2022 and 2021 are as follows:

	December 31,
(In thousands, except share and per share data)	2023		2022		2021
Net Income	$	922,969	$	773,237	$	6,361
Less: Cumulative Dividends on Preferred Stock	—		9,803		14,761
Less: Premium on Repurchase of Preferred Stock	—		35,731		—
Net Income (Loss) Attributable to Common Stock	$	922,969	$	727,703	$	(8,400)
Weighted Average Common Shares Outstanding:
Weighted Average Common Shares Outstanding – Basic	91,483,687		78,557,216		62,989,543
Plus: Dilutive Effect of Restricted Stock, Preferred Stock, Convertible Notes, and Common Stock Warrants	577,260		8,118,149		—
Weighted Average Common Shares Outstanding – Diluted	92,060,947		86,675,365		62,989,543
Net Income (Loss) per Common Share:
Basic	$	10.09	$	9.26	$	(0.13)
Diluted	$	10.03	$	8.92	$	(0.13)

Schedule of Securities Excluded from the Calculation of Diluted Weighted Average Common Shares Outstanding

The following securities have been excluded from the calculation of diluted weighted average common shares outstanding as the inclusion of these securities would have an anti-dilutive effect:

	December 31,
	2023	2022	2021
Restricted Stock Awards	—	—	150,011
Convertible Notes	—	—	—
Series A Preferred Stock (if converted)	—	—	9,758,871
Warrants	—	—	468,325
Total	—	—	10,377,207

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SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED) (Tables)

12 Months Ended

Dec. 31, 2023

Extractive Industries [Abstract]

Schedule of Costs Incurred in Crude Oil and Natural Gas Acquisition, Exploration and Development Activities

Capitalized costs are summarized as follows for the years ended December 31, 2023, 2022 and 2021, respectively:

	December 31,
(In thousands)	2023		2022		2021
Capitalized Certain Payroll and Other Internal Costs	$	1,036	$	1,045	$	1,353
Capitalized Interest Costs	2,999		3,365		1,103
Total	$	4,036	$	4,410	$	2,456

The costs incurred in crude oil and natural gas acquisition, exploration and development activities are highlighted in the table below.

	December 31,
(In thousands)	2023		2022		2021
Costs Incurred for the Year:
Proved Property Acquisition and Other	$	1,288,437	$	1,036,412	$	434,519
Unproved Property Acquisition	3,414		$	51,097	$	19,358
Development	639,203		386,972		202,325
Total	$	1,931,054	$	1,474,482	$	656,202

The Company is unable to predict the future impact on depletion rates.  The following is a summary of capitalized costs excluded from depletion at December 31, 2023 by year incurred.

	December 31,
(In thousands)	2023		2022		2021		Prior Years
Property Acquisition	$	2,064	$	12,865	$	12,097	$	9,759
Development	—		—		—		—
Total	$	2,064	$	12,865	$	12,097	$	9,759

Schedule of Estimates of Its Proved Crude Oil and Natural Gas Reserves

The following tables present the Company’s estimates of its proved crude oil and natural gas reserves.  The Company emphasizes that reserves are approximations and are expected to change as additional information becomes available.  Reservoir engineering is a subjective process of estimating underground accumulations of crude oil and natural gas that cannot be measured in an exact way, and the accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment.

(In thousands)	Natural Gas (MCF)	Oil (BBLS)	BOE
Proved Developed and Undeveloped Reserves at December 31, 2020	159,641	96,025	122,632
Revisions of Previous Estimates	89,115	19,914	34,766
Extensions, Discoveries and Other Additions	32,432	12,759	18,164
Purchases of Minerals in Place	700,610	14,985	131,753
Production	(44,074)	(12,288)	(19,634)
Proved Developed and Undeveloped Reserves at December 31, 2021	937,724	131,395	287,682
Revisions of Previous Estimates	(14,678)	(2,787)	(5,233)
Extensions, Discoveries and Other Additions	54,431	22,563	31,635
Purchases of Minerals in Place	99,760	27,660	44,286
Production	(68,829)	(16,090)	(27,562)
Proved Developed and Undeveloped Reserves at December 31, 2022	1,008,407	162,741	330,808
Revisions of Previous Estimates	(166,121)	(33,954)	(61,641)
Extensions, Discoveries and Other Additions	67,796	28,123	39,422
Purchases of Minerals in Place	190,376	35,446	67,176
Production	(84,342)	(22,013)	(36,070)
Proved Developed and Undeveloped Reserves at December 31, 2023	1,016,116	170,342	339,695
Proved Developed Reserves:
December 31, 2021	498,558	87,505	170,598
December 31, 2022	611,856	112,626	214,602
December 31, 2023	677,979	121,865	234,861
Proved Undeveloped Reserves:
December 31, 2021	439,165	43,890	117,084
December 31, 2022	396,551	50,115	116,207
December 31, 2023	338,138	48,477	104,833

Schedule of Standardized Measure of Discounted Future Net Cash Flows

The following table presents a standardized measure of discounted future net cash flows relating to proved crude oil and natural gas reserves, and the changes in standardized measure of discounted future net cash flows relating to proved crude oil and natural gas were prepared in accordance with the provisions of ASC 932 Extractive Activities - Oil and Gas. Future cash inflows were computed by applying average prices of crude oil and natural gas for the last 12 months to estimated future production. Future production and development costs were computed by estimating the expenditures to be incurred in developing and producing the proved crude oil and natural gas reserves at the end of the year, based on year-end costs and assuming continuation of existing economic conditions.  Future income tax expenses were calculated by applying appropriate year-end tax rates to future pretax cash flows relating to proved crude oil and natural gas reserves, less the tax basis of properties involved and tax credits and loss carry forwards relating to crude oil and natural gas producing activities.  Future net cash flows are discounted at the rate of 10% annually to derive the standardized measure of discounted future cash flows. Actual future cash inflows may vary considerably, and the standardized measure does not necessarily represent the fair value of the Company’s crude oil and natural gas reserves. All estimated future costs to settle the Company’s asset retirement obligations have been included in our calculation of the standardized measure for each period presented.

	December 31,
(In thousands)	2023		2022		2021
Future Cash Inflows	$	16,008,048	$	22,452,776	$	11,339,861
Future Production Costs	(6,627,373)		(6,820,784)		(4,213,186)
Future Development Costs	(1,358,405)		(1,145,225)		(932,480)
Future Income Tax Expense	(1,380,854)		(2,764,111)		(947,303)
Future Net Cash Inflows	$	6,641,417	$	11,722,656	$	5,246,892
10% Annual Discount for Estimated Timing of Cash Flows	(2,485,180)		(5,285,758)		(2,356,783)
Standardized Measure of Discounted Future Net Cash Flows	$	4,156,237	$	6,436,898	$	2,890,109

Schedule of Prices for Reserve Estimates

The prices for the Company’s reserve estimates were as follows:

	Natural Gas MCF		Oil Bbl
December 31, 2023	$	3.10	$	75.51
December 31, 2022	$	7.43	$	91.95
December 31, 2021	$	3.37	$	62.25

Schedule of Changes in the Standardized Measure of Discounted Future Net Cash Flows at 10%

Changes in the Standardized Measure of Discounted Future Net Cash Flows at 10% per annum follow:

	December 31,
(In thousands)	2023		2022		2021
Beginning of Period	$	6,436,898	$	2,890,109	$	712,011
Sales of Oil and Natural Gas Produced, Net of Production Costs	(1,390,656)		(1,566,927)		(727,317)
Extensions and Discoveries	683,258		888,067		258,399
Previously Estimated Development Cost Incurred During the Period	327,768		147,439		85,526
Net Change of Prices and Production Costs	(3,241,176)		3,424,794		1,366,197
Change in Future Development Costs	(237,627)		141,884		(103,806)
Revisions of Quantity and Timing Estimates	(1,061,840)		(134,880)		607,774
Accretion of Discount	790,216		334,109		71,254
Change in Income Taxes	617,405		(1,014,277)		(450,455)
Purchases of Minerals in Place	1,200,155		1,157,060		940,910
Other	31,835		169,521		129,615
End of Period	$	4,156,237	$	6,436,898	$	2,890,109

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SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Allowance for doubtful accounts	$ 4,000,000	$ 4,900,000
Period for advance payments to be applied against joint interest billings	90 days
Impairment of Other Current Assets	$ 0
Minimum percentage of proved reserves sold to be considered a significant alteration	25.00%
Capitalized costs, proved properties, net	$ 3,900,000,000
Discount rate	10.00%
Impairment losses on oil and gas properties	$ 0	0	$ 0
Capitalized costs related to expired leases subject to depletion	5,200,000	8,700,000	$ 3,000,000
Valuation allowance against deferred tax assets	$ 1,881,000	$ 156,269,000
Maximum percentage of annual contributions per employee	100.00%
Vested percentage	100.00%
Oil and Gas Sales | Top Four Operators | Revenue Benchmark | Operator Concentration Risk
Property, Plant and Equipment [Line Items]
Concentration risk percentage	38.00%	39.00%	50.00%
Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years
Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	7 years
Other Noncurrent Assets
Property, Plant and Equipment [Line Items]
Accounts receivable	$ 2,400,000	$ 3,200,000

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SIGNIFICANT ACCOUNTING POLICIES - Oil and Gas Properties (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Capitalized Certain Payroll and Other Internal Costs	$ 1,036	$ 1,045	$ 1,353
Capitalized Interest Costs	2,999	3,365	1,103
Total	$ 4,036	$ 4,410	$ 2,456

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SIGNIFICANT ACCOUNTING POLICIES - Depletion and Depletion per BOE Sold (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) $ / bbl	Dec. 31, 2022 USD ($) $ / bbl	Dec. 31, 2021 USD ($) $ / bbl
Accounting Policies [Abstract]
Depletion of Proved Oil and Natural Gas Properties | $	$ 482,306	$ 248,252	$ 138,759
Depletion per BOE Sold (in dollars per barrel) | $ / bbl	13.37	9.01	7.07

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SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Oil Revenues
Disaggregation of Revenue [Line Items]
Revenues	$ 1,646,096	$ 1,474,610	$ 773,470
Natural Gas and NGL Revenues
Disaggregation of Revenue [Line Items]
Revenues	251,682	511,188	201,619
Oil and Gas Sales
Disaggregation of Revenue [Line Items]
Revenues	1,897,779	1,985,798	975,089
Williston | Oil Revenues
Disaggregation of Revenue [Line Items]
Revenues	925,852	1,058,878	730,982
Williston | Natural Gas and NGL Revenues
Disaggregation of Revenue [Line Items]
Revenues	114,497	260,462	141,425
Williston | Oil and Gas Sales
Disaggregation of Revenue [Line Items]
Revenues	1,040,348	1,319,340	872,408
Permian | Oil Revenues
Disaggregation of Revenue [Line Items]
Revenues	720,245	415,732	42,488
Permian | Natural Gas and NGL Revenues
Disaggregation of Revenue [Line Items]
Revenues	101,386	116,034	7,386
Permian | Oil and Gas Sales
Disaggregation of Revenue [Line Items]
Revenues	821,631	531,766	49,874
Appalachian | Oil Revenues
Disaggregation of Revenue [Line Items]
Revenues	0	0	0
Appalachian | Natural Gas and NGL Revenues
Disaggregation of Revenue [Line Items]
Revenues	35,800	134,692	52,808
Appalachian | Oil and Gas Sales
Disaggregation of Revenue [Line Items]
Revenues	$ 35,800	$ 134,692	$ 52,808

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SIGNIFICANT ACCOUNTING POLICIES - Supplemental Cash Flow Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Supplemental Cash Items:
Cash Paid During the Period for Interest, Net of Amount Capitalized	$ 128,943,000	$ 74,933,000	$ 46,951,000
Cash Paid During the Period for Income Taxes	3,826,000	3,672,000	0
Non-cash Investing Activities:
Capital Expenditures on Oil and Natural Gas Properties Included in Accounts Payable and Accrued Liabilities	236,314,000	163,059,000	111,897,000
Capitalized Asset Retirement Obligations	5,413,000	3,917,000	6,950,000
Contingent Consideration	0	11,966,000	785,000
Compensation Capitalized on Oil and Gas Properties	280,000	218,000	282,000
Issuance of Common Stock Warrants - Acquisitions of Oil and Natural Gas Properties	0	17,870,000	30,512,000
Accrued Liabilities From Acquisitions of Oil and Natural Gas Properties	5,168,000	0	0
Other Property and Equipment Included in Accounts Payable	0	0	578,000
Non-cash Financing Activities:
Common Stock Dividends Declared, but not paid	40,496,000	19,546,000	6,210,000
Issuance of Common Stock for Preferred Stock Exchange	0	36,627,000	0
Issuance of Common Stock Warrants - Acquisitions of Oil and Natural Gas Properties	0	17,870,000	0
Common Stock
Non-cash Financing Activities:
Issuance of Common Stock in Exchange for Warrants	$ 13,328,000	$ 76,904,000	$ 0

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CRUDE OIL AND NATURAL GAS PROPERTIES - Narrative (Details) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Oct. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Aug. 15, 2023
Asset Acquisition [Line Items]
Consideration transferred	$ 36.1
Novo Acquisition
Asset Acquisition [Line Items]
Transaction costs				$ 4.6
Independent Transactions
Asset Acquisition [Line Items]
Consideration transferred		$ 277.9	$ 100.0

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CRUDE OIL AND NATURAL GAS PROPERTIES - MPDC Acquisition (Details) - MPDC $ in Thousands		12 Months Ended
	Jan. 05, 2023 USD ($) unit	Dec. 31, 2023 USD ($)
Asset Acquisition [Line Items]
Ownership interest acquired	39.958%
Number of units acquired | unit	4
Business combination, consideration transferred	$ 319,944
Cash consideration payable adjustment	(8,200)
Revenue since acquisition		$ 157,000
Income from operations since acquisition		$ 102,300
Transaction costs	$ 3,500

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CRUDE OIL AND NATURAL GAS PROPERTIES - Fair Values of the Net Assets and Liabilities as off the Date of Acquisition (Details) - USD ($) $ in Thousands	Aug. 15, 2023	Jun. 30, 2023	Jan. 05, 2023	Dec. 16, 2022	Dec. 01, 2022	Oct. 03, 2022	Aug. 15, 2022	Jan. 27, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Fair value of net assets:
Proved oil and natural gas properties									$ 8,428,518	$ 6,492,683
Unproved oil and natural gas properties									36,785	41,565
Asset retirement obligations									$ (39,889)	$ (33,082)	$ (28,012)
MPDC
Fair value of net assets:
Proved oil and natural gas properties			$ 320,395
Total assets acquired			320,395
Asset retirement obligations			(451)
Net assets acquired			319,944
Fair value of consideration paid for net assets:
Cash consideration			319,944
Total fair value of consideration transferred			$ 319,944
Forge Acquisition
Fair value of net assets:
Proved oil and natural gas properties		$ 164,925
Unproved oil and natural gas properties		3,892
Total assets acquired		168,817
Asset retirement obligations		(889)
Net assets acquired		167,928
Fair value of consideration paid for net assets:
Cash consideration		167,928
Total fair value of consideration transferred		$ 167,928
Novo Acquisition
Fair value of net assets:
Proved oil and natural gas properties	$ 474,417
Total assets acquired	474,417
Asset retirement obligations	(813)
Accrued Liabilities	(5,168)
Net assets acquired	468,436
Fair value of consideration paid for net assets:
Cash consideration	468,436
Total fair value of consideration transferred	$ 468,436
Veritas
Fair value of net assets:
Proved oil and natural gas properties								$ 383,755
Unproved oil and natural gas properties								26,262
Total assets acquired								410,017
Asset retirement obligations								(1,219)
Net assets acquired								408,798
Fair value of consideration paid for net assets:
Cash consideration								390,928
Issuance of common stock warrants								17,870
Total fair value of consideration transferred								$ 408,798
Incline
Fair value of net assets:
Total assets acquired							$ 160,155
Asset retirement obligations							(319)
Net assets acquired							159,836
Fair value of consideration paid for net assets:
Cash consideration							157,977
Total fair value of consideration transferred							$ 159,827
Vital
Fair value of net assets:
Total assets acquired						$ 110,258
Asset retirement obligations						(187)
Net assets acquired						110,071
Fair value of consideration paid for net assets:
Cash consideration						110,071
Total fair value of consideration transferred						$ 110,071
Alpha
Fair value of net assets:
Total assets acquired					$ 164,300
Asset retirement obligations					(278)
Net assets acquired					164,023
Fair value of consideration paid for net assets:
Total fair value of consideration transferred					$ 164,023
Delaware
Fair value of net assets:
Total assets acquired				$ 131,773
Asset retirement obligations				(155)
Net assets acquired				131,618
Fair value of consideration paid for net assets:
Total fair value of consideration transferred				$ 131,618

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CRUDE OIL AND NATURAL GAS PROPERTIES - Forgo Acquisition (Details) - USD ($) $ in Thousands		6 Months Ended
	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2023
Vital Energy, Inc. | Forge Energy II Delaware, LLC
Asset Acquisition [Line Items]
Ownership percentage of the parent company	70.00%
Forge Acquisition
Asset Acquisition [Line Items]
Ownership interest acquired	30.00%
Business combination, consideration transferred	$ 167,928
Cash consideration payable adjustment		$ 700
Revenue since acquisition			$ 46,000
Income from operations since acquisition			$ 29,300
Transaction costs	$ 2,300

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CRUDE OIL AND NATURAL GAS PROPERTIES - Novo Acquisition (Details) - USD ($) $ in Thousands			5 Months Ended	6 Months Ended
	Aug. 15, 2023	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2023
Novo Acquisition | Earthstone Energy Holdings, LLC
Asset Acquisition [Line Items]
Ownership percentage of the parent company	66.67%
Novo Acquisition
Asset Acquisition [Line Items]
Ownership interest acquired	33.33%
Business combination, consideration transferred	$ 468,436
Cash deposit	(1,200)
Revenue since acquisition			$ 78,500
Income from operations since acquisition			$ 40,900
Transaction costs	$ 4,600
Forge Acquisition
Asset Acquisition [Line Items]
Ownership interest acquired		30.00%
Business combination, consideration transferred		$ 167,928
Revenue since acquisition				$ 46,000
Income from operations since acquisition				$ 29,300
Transaction costs		$ 2,300

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CRUDE OIL AND NATURAL GAS PROPERTIES - 2022 Acquisition (Details) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Oct. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Asset Acquisition [Line Items]
Consideration transferred	$ 36.1
Independent Transactions
Asset Acquisition [Line Items]
Consideration transferred		$ 277.9	$ 100.0

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CRUDE OIL AND NATURAL GAS PROPERTIES - Veritas Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands		11 Months Ended
	Jan. 27, 2022	Dec. 31, 2022	Dec. 31, 2023
Business Acquisition [Line Items]
Common stock, par value (in dollars per share)		$ 0.001	$ 0.001
Veritas
Business Acquisition [Line Items]
Business combination, consideration transferred	$ 408,798
Cash consideration	$ 390,900
Acquisition, shares issued (in shares)	1,939,998
Common stock, par value (in dollars per share)	$ 0.001
Business acquisition, share price (in dollars per share)	$ 28.30
Issuance of common stock warrants	$ 17,870
Cash consideration payable adjustment	(3,100)
Revenue since acquisition		$ 244,100
Income from operations since acquisition		$ 168,000
Transaction costs	$ 7,300

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CRUDE OIL AND NATURAL GAS PROPERTIES - Incline Acquisition (Details) - Incline - USD ($) $ in Thousands		5 Months Ended
	Aug. 15, 2022	Dec. 31, 2022
Asset Acquisition [Line Items]
Business combination, consideration transferred	$ 159,827
Cash consideration		$ 158,000
Contingent consideration	1,850
Cash consideration payable adjustment		$ (7,500)
Revenue since acquisition	25,300
Income from operations since acquisition	17,000
Transaction costs	1,100
Additional cash contingent consideration	$ 5,000

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CRUDE OIL AND NATURAL GAS PROPERTIES - Vital Acquisition (Details) - Vital - USD ($) $ in Millions		13 Months Ended
	Oct. 03, 2022	Dec. 31, 2023
Asset Acquisition [Line Items]
Cash consideration	$ 110.1
Cash consideration payable adjustment	(6.0)
Revenue since acquisition		$ 9.4
Income from operations since acquisition		$ 6.8
Transaction costs	$ 0.8

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CRUDE OIL AND NATURAL GAS PROPERTIES - Alpha Acquisition (Details) - Alpha $ in Thousands	Dec. 01, 2022 USD ($) $ / bbl
Asset Acquisition [Line Items]
Business combination, consideration transferred	$ 164,023
Cash consideration	153,916
Contingent consideration	10,107
Revenue since acquisition	2,600
Income from operations since acquisition	1,500
Minimum
Asset Acquisition [Line Items]
Additional cash contingent consideration	$ 0
Average front month WTI oil price (in usd per barrel) | $ / bbl	75.00
Maximum
Asset Acquisition [Line Items]
Additional cash contingent consideration	$ 22,500
Average front month WTI oil price (in usd per barrel) | $ / bbl	87.85

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CRUDE OIL AND NATURAL GAS PROPERTIES - Delaware Acquisition (Details) - Delaware - USD ($) $ in Thousands		13 Months Ended
	Dec. 16, 2022	Dec. 31, 2023	Dec. 01, 2022
Asset Acquisition [Line Items]
Cash consideration	$ 131,618
Cash consideration payable adjustment		$ 100
Revenue since acquisition	1,200
Income from operations since acquisition	$ 700
Transaction costs			$ 1,300

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CRUDE OIL AND NATURAL GAS PROPERTIES - Pro Forma Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Oil and Gas Exploration and Production Industries Disclosures [Abstract]
Total Revenues	$ 2,474,121	$ 2,376,913
Net Income	$ 1,177,068	$ 1,414,369

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CRUDE OIL AND NATURAL GAS PROPERTIES - Unproved Properties (Details) - a	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Oil and Gas Exploration and Production Industries Disclosures [Abstract]
Area of unproven leasehold interests	25,880	27,663
Anticipated future period over which excluded costs will become subject to depletion	5 years

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CRUDE OIL AND NATURAL GAS PROPERTIES - Capitalized Costs Excluded from Depletion (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Oil and Gas Exploration and Production Industries Disclosures [Abstract]
Property Acquisition	$ 2,064	$ 12,865	$ 12,097	$ 9,759
Development	0	0	0	0
Total	$ 2,064	$ 12,865	$ 12,097	$ 9,759

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LONG TERM DEBT - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Line of Credit Facility [Line Items]
Principal Balance	$ 1,866,108	$ 1,543,235
Unamortized Net Premium (Discount)	1,776	10,682
Debt Issuance Costs, Net	(32,330)	(28,504)
Long-term Debt, Net	1,835,554	1,525,413
Senior Notes due 2028 | Unsecured Debt
Line of Credit Facility [Line Items]
Principal Balance	705,108	724,235
Unamortized Net Premium (Discount)	8,376	10,682
Debt Issuance Costs, Net	(9,366)	(11,946)
Long-term Debt, Net	704,117	722,972
Convertible Notes due 2029
Line of Credit Facility [Line Items]
Principal Balance	500,000
Unamortized Net Premium (Discount)	0
Debt Issuance Costs, Net	(14,214)
Long-term Debt, Net	485,786
Convertible Notes due 2029 | Unsecured Debt
Line of Credit Facility [Line Items]
Principal Balance		500,000
Unamortized Net Premium (Discount)		0
Debt Issuance Costs, Net		(16,558)
Long-term Debt, Net		483,442
Senior Notes due 2031
Line of Credit Facility [Line Items]
Principal Balance	500,000
Unamortized Net Premium (Discount)	(6,600)
Debt Issuance Costs, Net	(8,749)
Long-term Debt, Net	484,651
Revolving Credit Facility
Line of Credit Facility [Line Items]
Principal Balance	161,000	319,000
Unamortized Net Premium (Discount)	0	0
Debt Issuance Costs, Net	0	0
Long-term Debt, Net	161,000	319,000
Revolving Credit Facility | Other Noncurrent Assets
Line of Credit Facility [Line Items]
Debt Issuance Costs, Net	$ (10,600)	$ (10,900)

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LONG TERM DEBT - Revolving Credit Facility (Details)		12 Months Ended
	Nov. 22, 2019	Dec. 31, 2023 USD ($)	Jun. 07, 2022
Revolving Credit Facility
Debt Instrument [Line Items]
Covenant compliance, debt to EBITDAX ratio	3.50
Covenant compliance, current ratio	1.00
Security interests as a percent of properties	90.00%
Revolving Credit Facility | Base Rate | Minimum
Debt Instrument [Line Items]
Interest rate margin in effect during period		1.25%
Revolving Credit Facility | Base Rate | Maximum
Debt Instrument [Line Items]
Interest rate margin in effect during period		2.25%
Revolving Credit Facility | Federal Funds
Debt Instrument [Line Items]
Interest rate margin in effect during period	0.50%
Revolving Credit Facility | SOFR
Debt Instrument [Line Items]
Interest rate margin in effect during period		1.00%
Revolving Credit Facility | SOFR | Minimum
Debt Instrument [Line Items]
Interest rate margin in effect during period		2.25%
Revolving Credit Facility | SOFR | Maximum
Debt Instrument [Line Items]
Interest rate margin in effect during period		3.25%
Revolving Credit Facility | Third Amended And Restated Credit Agreement
Debt Instrument [Line Items]
Current borrowing capacity		$ 1,800,000,000
Maximum borrowing capacity		1,250,000,000
Redetermination based on commitments outstanding, percent			0.6666
Aggregate value of acquisition of oil and gas properties compared to borrowing base, percent			0.05
Term Loan | Third Amended And Restated Credit Agreement
Debt Instrument [Line Items]
Maximum borrowing capacity of term loans		$ 500,000,000

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LONG TERM DEBT - Senior Notes due 2028 (Details) - USD ($)		3 Months Ended	12 Months Ended
	Feb. 18, 2021	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Nov. 15, 2021
Debt Instrument [Line Items]
Repayments of unsecured notes			$ 18,436,000	$ 24,907,000	$ 0
Senior Notes due 2028 | Unsecured Debt
Debt Instrument [Line Items]
Aggregate principal amount	$ 550,000,000					$ 200,000,000
Interest rate percentage	8.125%					8.125%
Principal repaid			19,100,000	$ 25,800,000
Repayments of unsecured notes		$ 24,900,000	$ 18,400,000
Default period	30 days
Acceleration threshold amount	$ 35,000,000
Judgment discharge or stay period	60 days
Senior Notes due 2028 | Unsecured Debt | Period One
Debt Instrument [Line Items]
Redemption price, percentage of principal amount redeemed	100.00%
Senior Notes due 2028 | Unsecured Debt | Period Two
Debt Instrument [Line Items]
Redemption price percentage	104.063%
Senior Notes due 2028 | Unsecured Debt | Period Three
Debt Instrument [Line Items]
Redemption price percentage	102.031%
Senior Notes due 2028 | Unsecured Debt | Period Four
Debt Instrument [Line Items]
Redemption price percentage	100.00%
Senior Notes due 2028 | Unsecured Debt | Debt Instrument, Redemption, Period Five
Debt Instrument [Line Items]
Redemption price percentage	101.00%

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LONG TERM DEBT - Convertible Noted due 2029 (Details)		12 Months Ended
	Oct. 14, 2022 USD ($) day $ / shares	Dec. 31, 2023 $ / shares
Common Stock
Debt Instrument [Line Items]
Initial conversion price | $ / shares	$ 38.01	$ 37.70
Convertible Notes due 2029 | Unsecured Debt
Debt Instrument [Line Items]
Aggregate principal amount | $	$ 500,000,000
Interest rate percentage		3.625%
Debt to shares conversion ratio	0.0263104	0.0264567
Convertible Notes due 2029 | Convertible Debt
Debt Instrument [Line Items]
Threshold trading days | day	40
Threshold percentage of stock price trigger	130.00%
Cure period	30 days
Judgment discharge or stay period	60 days
Indebtedness for borrowed money | $	$ 50,000,000
Amount of minimum unpaid judgements | $	$ 50,000,000
Percentage of aggregate principal amount	25.00%
Period of the special interest rate	365 days
Special interest rate for the first period	0.25%
Period of second special interest rate	180 days
Special interest rate for the second period	0.50%
Convertible Notes due 2029 | Convertible Debt | Period One
Debt Instrument [Line Items]
Threshold trading days | day	20
Threshold consecutive trading days | day	30

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LONG TERM DEBT - Capped Call Transactions (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended
	Oct. 11, 2022	Oct. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Consideration transferred		$ 36.1
Company's closing stock price on grant date (in dollars per share)			$ 37.07	$ 24.98
Premium over last reported sale	75.00%
Interest Rate Cap
Debt Instrument [Line Items]
Company's closing stock price on grant date (in dollars per share)	$ 52.17		$ 51.74
Interest Rate Cap | Common Stock
Debt Instrument [Line Items]
Offering price (in dollars per share)	$ 29.81

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LONG TERM DEBT - Senior Notes due 2031 (Details) - Unsecured Debt - USD ($)	Jun. 15, 2026	May 15, 2023
Period Two | Forecast
Debt Instrument [Line Items]
Acceleration threshold amount	$ 35,000,000
Senior Notes due 2031
Debt Instrument [Line Items]
Aggregate principal amount		$ 500,000,000
Interest rate percentage		8.75%
Senior Notes due 2031 | Forecast
Debt Instrument [Line Items]
Debt redemption price percent of principal amount	102.188%
Redemption price percentage	100.00%
Senior Notes due 2031 | Period One
Debt Instrument [Line Items]
Interest rate percentage		8.75%
Percentage of aggregate principal amount		35.00%
Debt instrument redemption notice term		10 days
Debt redemption price percent of principal amount		108.75%
Debt redemption least price percent of principal amount		65.00%
Senior Notes due 2031 | Period One | Forecast
Debt Instrument [Line Items]
Debt instrument redemption notice term	60 days
Period of second special interest rate	180 days
Redemption price percentage	100.00%
Senior Notes due 2031 | Period Two | Forecast
Debt Instrument [Line Items]
Debt redemption price percent of principal amount	104.375%
Redemption price percentage	101.00%

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COMMON AND PREFERRED STOCK (Details) - USD ($)			1 Months Ended					12 Months Ended
	Feb. 05, 2024	Nov. 15, 2022	Oct. 31, 2023	Aug. 31, 2023	May 31, 2023	Mar. 31, 2023	Feb. 28, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Nov. 08, 2022	May 31, 2022	Jan. 27, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares authorized (in shares)								135,000,000	135,000,000
Common stock, par value (in dollars per share)								$ 0.001	$ 0.001
Common stock, shares outstanding (in shares)								100,761,148	85,165,807
Common stock, shares, issued (in shares)								100,761,148	85,165,807
Preferred stock, shares authorized (in shares)								5,000,000
Preferred stock, shares issued (in shares)								0
Preferred stock, shares outstanding (in shares)								0
Preferred stock, dividend rate, percentage								6.50%
Common stock, dividends declared (in dollars per share)			$ 0.40	$ 0.38	$ 0.37		$ 0.34
Preferred Stock Dividends Paid								$ 0	$ (21,664,000)	$ (29,212,000)
Stock repurchase program, amount approved												$ 150,000,000
Shares repurchased (in shares)								287,751	1,909,097
Common stock repurchased								$ 8,000,000	$ 54,500,000
Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, dividends declared (in dollars per share)	$ 0.40
Underwritten Public Offering
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued in transaction (in shares)			7,475,000		7,647,500
Offering price (in dollars per share)			$ 38.88		$ 29.40
Net proceeds from sale of stock			$ 290,600,000		$ 224,700,000
Veritas
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, par value (in dollars per share)													$ 0.001
Issuance of shares, net of issuance costs (in shares)						403,780
Class of warrant or right, number of securities called by warrants or rights (in shares)						824,602
Class of warrant or right, exercise price of warrants or rights (in dollars per share)						$ 27.4946		$ 26.33	$ 27.49
Series A Preferred Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Preferred stock, par value (in dollars per share)								$ 0.001
Preferred Stock Dividends Paid								$ 0	$ (21,700,000)
Convertible Preferred Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock received per share (in shares)											$ 4.4878
Cash payment per share (in dollars per share)											$ 6.3337
Number of shares converted (in shares)		1,643,732
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued upon conversion (in shares)		7,376,739
Shares withheld for tax withholding								98,052
Amount of tax withholding								$ 2,600,000

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STOCK-BASED COMPENSATION AND WARRANTS - Narrative (Details) $ / shares in Units, $ in Thousands		1 Months Ended			12 Months Ended
	Jan. 27, 2022 USD ($) $ / shares shares	Mar. 31, 2023 $ / shares shares	Jan. 31, 2023 shares	Apr. 30, 2022 day	Dec. 31, 2023 USD ($) day $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares
Veritas
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Acquisition, shares issued (in shares)	1,939,998
Business acquisition, share price (in dollars per share) | $ / shares	$ 28.30
Issuance of common stock warrants | $	$ 17,870
Expected volatility	60.00%
Risk-free interest rate	2.14%
Dividend yield	3.00%
Issuance of shares, net of issuance costs (in shares)		403,780
Class of warrant or right, number of securities called by warrants or rights (in shares)		824,602
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares		$ 27.4946			$ 26.33	$ 27.49
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense | $					$ 11,300
Unrecognized compensation expense, recognized period					1 year 9 months 18 days
Fair value of vested awards | $					$ 6,200	$ 4,600	$ 1,800
Service-based Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted (in shares)					468,268
Weighted-average grant date fair value of awards granted (in dollars per share) | $ / shares					$ 35.19	$ 26.34	$ 16.45
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			3 years		3 years
Awards granted (in shares)					83,710
Weighted-average grant date fair value of awards granted (in dollars per share) | $ / shares					$ 44.49
Share-based payment arrangement, total shareholder return, threshold trading days | day				20
Shares issued to executives (in shares)			74,220
Expected volatility					56.40%	56.94%
Risk-free interest rate					4.23%	1.69%
Dividend yield					0.00%	2.40%
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted (in shares)					83,710
Unrecognized compensation expense | $					$ 3,700
Share-based payment arrangement, total shareholder return, threshold trading days | day					20
SAR Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense | $					$ 6,000
Share-based payment arrangement, total shareholder return, threshold trading days | day					20
Share-based compensation arrangement by share-based payment award, equity instruments other than options, granted in period, fair value | $					$ 6,000
Expected volatility					72.30%
Risk-free interest rate					3.92%
Dividend yield					4.30%
Employees And Officers | Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					3 years
Directors | Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					1 year
Minimum | Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, total shareholder return | $					$ 0
Minimum | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average grant date fair value of awards granted (in dollars per share) | $ / shares					$ 35.73
Percentage of increase in awards					0.00%
Minimum | Employees And Officers | Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					3 years
Maximum | Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, total shareholder return | $					$ 2,400
Maximum | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average grant date fair value of awards granted (in dollars per share) | $ / shares					$ 52.41
Percentage of increase in awards					166.00%
Maximum | Employees And Officers | Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					4 years
2018 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for future awards (in shares)					3,004,716
2018 Equity Incentive Plan | Service-based Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted (in shares)					468,268	125,789	339,653
Weighted-average grant date fair value of awards granted (in dollars per share) | $ / shares					$ 35.19

XML

STOCK-BASED COMPENSATION AND WARRANTS - Summary of Outstanding RSAs and Related Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Service-based Awards
Number of Shares
Outstanding at beginning of period (in shares)	316,333
Shares granted (in shares)	468,268
Shares forfeited (in shares)	(13,404)
Shares vested (in shares)	(273,475)
Outstanding at end of period (in shares)	497,722	316,333
Weighted-average Grant Date Fair Value
Outstanding at beginning of the period (in dollars per share)	$ 16.39
Shares granted (in dollars per share)	35.19	$ 26.34	$ 16.45
Shares forfeited (in dollars per share)	19.06
Shares vested (in dollars per share)	10.16
Outstanding at end of the period (in dollars per share)	$ 27.45	$ 16.39
Performance Shares
Number of Shares
Outstanding at beginning of period (in shares)	0
Shares granted (in shares)	83,710
Shares forfeited (in shares)	0
Shares vested (in shares)	0
Outstanding at end of period (in shares)	83,710	0
Weighted-average Grant Date Fair Value
Outstanding at beginning of the period (in dollars per share)	$ 0
Shares granted (in dollars per share)	44.49
Shares forfeited (in dollars per share)	0
Shares vested (in dollars per share)	0
Outstanding at end of the period (in dollars per share)	$ 44.49	$ 0

XML

STOCK-BASED COMPENSATION AND WARRANTS - Schedule of Performance Shares Valuation Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Company's closing stock price on grant date (in dollars per share)	$ 37.07	$ 24.98
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	4.23%	1.69%
Dividend yield	0.00%	2.40%
Expected volatility	56.40%	56.94%
SAR Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	3.92%
Dividend yield	4.30%
Expected volatility	72.30%

XML

STOCK-BASED COMPENSATION AND WARRANTS - Summary of Warrants Outstanding (Details) - Veritas	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Warrants
Outstanding at beginning of period (in shares) | shares	1,996,829
Issued (in shares) | shares	0
Anti-Dilution Adjustments for Common Stock (in shares) | shares	51,736
Exercised (in shares) | shares	0
Cancelled (in shares) | shares	(824,602)
Expired (in shares) | shares	0
Outstanding at end of period (in shares) | shares	1,223,963
Weighted-average Exercise Price
Outstanding at beginning of period, Weighted average exercise price (in dollars per share) | $ / shares	$ 27.49
Issued, Weighted average exercise price (in dollars per share) | $ / shares	0
Anti-Dilution Adjustments for Common Stock, Weighted average exercise price (in dollars per share) | $ / shares	27.05
Exercised, Weighted average exercise price (in dollars per share) | $ / shares	0
Cancelled, Weighted average exercise price (in dollars per share) | $ / shares	27.49
Expired, Weighted average exercise price (in dollars per share) | $ / shares	0
Outstanding at end of period, Weighted average exercise price (in dollars per share) | $ / shares	$ 26.33

XML

RELATED PARTY TRANSACTIONS (Details) - Affiliated Entity $ in Millions	1 Months Ended
	Feb. 28, 2022 USD ($) director agreement shares
Related Party Transaction [Line Items]
Number of preferred stock repurchase agreements | agreement	3
Preferred stock, repurchased (in shares) | shares	71,894
Preferred stock, repurchased, value | $	$ 9.5
TRT Holdings, Inc.
Related Party Transaction [Line Items]
Preferred stock, repurchased (in shares) | shares	21,894
Preferred stock, repurchased, value | $	$ 2.9
Directors
Related Party Transaction [Line Items]
Related parties owning more than 10% of outstanding stock | director	2

XML

COMMITMENTS & CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Loss Contingencies [Line Items]
Total deficiency payments	$ 8.9	$ 8.5	$ 0.7
Other Noncurrent Assets
Loss Contingencies [Line Items]
Possible revenue to be reversed due to pending litigation	$ 2.4	$ 3.2

XML

COMMITMENTS & CONTINGENCIES - Minimum Volume Commitments (Details) Bcf in Thousands	12 Months Ended
	Dec. 31, 2023 Bcf
Long-term Purchase Commitment, Minimum Volume Required, Maturity [Abstract]
2024	18,400
2025	3,200
Total	21,600

XML

ASSET RETIREMENT OBLIGATIONS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Asset retirement obligation [Roll Forward]
Beginning Asset Retirement Obligations	$ 33,082	$ 28,012
Liabilities Acquired During the Period	2,203	2,158
Liabilities Incurred During the Period	2,191	1,014
Revision of Estimates	1,019	276
Accretion of Discount on Asset Retirement Obligations	2,395	1,980
Liabilities Settled During the Period	(1,001)	(359)
Ending Asset Retirement Obligations	$ 39,889	$ 33,082

XML

INCOME TAXES - Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current
Federal	$ 0	$ 0	$ 0
State	915	3,101	233
Deferred
Federal	209,168	164,453	130
State	22,035	20,627	(3,984)
Valuation Allowance	(154,345)	(185,080)	3,854
Reported Tax Expense	$ 77,773	$ 3,101	$ 233

XML

INCOME TAXES - Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of reported amount of income tax expense (benefit) [Abstract]
Income (Loss) Before Taxes and NOL	$ 1,000,742	$ 776,338	$ 6,594
Federal Statutory Rate	21.00%	21.00%	21.00%
Taxes Computed at Federal Statutory Rates	$ 210,156	$ 163,031	$ 1,385
State Tax (Benefit), Net of Federal Taxes	24,769	20,270	(3,752)
Deferred Tax Adjustment	(3,527)	3,532	(1,488)
Perm Differences	720	1,347	234
Valuation Allowance	(154,345)	(185,080)	3,854
Reported Tax Expense	$ 77,773	$ 3,101	$ 233

XML

INCOME TAXES - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Valuation allowance	$ (1,881,000)	$ (156,269,000)
Interest or penalties expense	0	0	$ 0
Interest or penalties accrued	0	$ 0
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforward	573,000,000
Net operating losses with an indefinite life	326,700,000
State and Local
Operating Loss Carryforwards [Line Items]
Net operating loss carryforward	712,900,000
Net operating losses with an indefinite life	$ 193,700,000

XML

INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Net Operating Loss (NOLs) and Tax Credit Carryforwards	$ 146,039	$ 134,103
Share Based Compensation	864	901
Accrued Interest	1,006	1,019
Allowance for Doubtful Accounts	927	1,143
Crude Oil and Natural Gas Properties and Other Properties	(278,993)	(43,415)
Interest Carryforwards	43,328	10,050
Derivative Instruments	8,386	52,891
Other	11,836	(424)
Total Net Deferred Tax Assets (Liabilities) Before Valuation Allowance	(66,607)	156,269
Valuation Allowance	(1,881)	(156,269)
Deferred Tax Liability	$ (68,488)	0
Total Net Deferred Tax Assets (Liabilities)		$ 0

XML

FAIR VALUE - Assets and Liabilities Accounted for at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent Consideration – Current Liabilities	$ 0	$ (10,107)
Recurring | Quoted Prices In Active Markets for Identical Assets (Liabilities) (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets (liabilities)	0	0
Recurring | Quoted Prices In Active Markets for Identical Assets (Liabilities) (Level 1) | Commodity Derivatives | Current Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets (liabilities)	0	0
Recurring | Quoted Prices In Active Markets for Identical Assets (Liabilities) (Level 1) | Commodity Derivatives | Noncurrent Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets (liabilities)	0	0
Recurring | Quoted Prices In Active Markets for Identical Assets (Liabilities) (Level 1) | Commodity Derivatives | Current Liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets (liabilities)	0	0
Recurring | Quoted Prices In Active Markets for Identical Assets (Liabilities) (Level 1) | Commodity Derivatives | Noncurrent Liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets (liabilities)	0	0
Recurring | Quoted Prices In Active Markets for Identical Assets (Liabilities) (Level 1) | Interest Rate Derivatives | Noncurrent Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets (liabilities)		0
Recurring | Quoted Prices In Active Markets for Identical Assets (Liabilities) (Level 1) | Contingent Consideration | Current Liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent Consideration – Current Liabilities		0
Recurring | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets (liabilities)	(36,169)	(246,590)
Recurring | Significant Other Observable Inputs (Level 2) | Commodity Derivatives | Current Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets (liabilities)	75,733	34,276
Recurring | Significant Other Observable Inputs (Level 2) | Commodity Derivatives | Noncurrent Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets (liabilities)	10,725	12,547
Recurring | Significant Other Observable Inputs (Level 2) | Commodity Derivatives | Current Liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets (liabilities)	(16,797)	(58,418)
Recurring | Significant Other Observable Inputs (Level 2) | Commodity Derivatives | Noncurrent Liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets (liabilities)	(105,831)	(225,905)
Recurring | Significant Other Observable Inputs (Level 2) | Interest Rate Derivatives | Noncurrent Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets (liabilities)		1,017
Recurring | Significant Other Observable Inputs (Level 2) | Contingent Consideration | Current Liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent Consideration – Current Liabilities		(10,107)
Recurring | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets (liabilities)	0	0
Recurring | Significant Unobservable Inputs (Level 3) | Commodity Derivatives | Current Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets (liabilities)	0	0
Recurring | Significant Unobservable Inputs (Level 3) | Commodity Derivatives | Noncurrent Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets (liabilities)	0	0
Recurring | Significant Unobservable Inputs (Level 3) | Commodity Derivatives | Current Liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets (liabilities)	0	0
Recurring | Significant Unobservable Inputs (Level 3) | Commodity Derivatives | Noncurrent Liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets (liabilities)	$ 0	0
Recurring | Significant Unobservable Inputs (Level 3) | Interest Rate Derivatives | Noncurrent Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets (liabilities)		0
Recurring | Significant Unobservable Inputs (Level 3) | Contingent Consideration | Current Liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent Consideration – Current Liabilities		$ 0

XML

FAIR VALUE - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Jan. 27, 2022	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset retirement obligations incurred and acquired		$ 4.4
Fair value, net of derivative asset (liability) measured on recurring basis, unobservable inputs reconciliation, transfers, net		0.0	$ 0.0
Veritas
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Acquisition, shares issued (in shares)	1,939,998
Business acquisition, share price (in dollars per share)	$ 28.30
Senior Notes | Estimated Fair Value | Unsecured Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of long-term debt		735.1
Senior Notes due 2031 | Estimated Fair Value | Unsecured Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of long-term debt		508.8
Convertible Debt | Estimated Fair Value | Unsecured Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of long-term debt		$ 587.5

XML

DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT - Schedule of Non-cash Gains or Losses on Derivative Contracts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Cash Received (Paid) on Settled Derivatives	$ 57,919	$ (455,450)	$ (165,823)
Non-Cash Mark-to-Market Gain (Loss) on Derivatives	$ 201,331	$ 40,187	$ (312,370)
DerivativeGainLossStatementOfIncomeOrComprehensiveIncomeExtensibleEnumerationNotDisclosedFlag	Gain (Loss) on Commodity Derivatives, Net	Gain (Loss) on Commodity Derivatives, Net	Gain (Loss) on Commodity Derivatives, Net
Gain (Loss) on Commodity Derivatives, Net	$ 259,250	$ (415,262)	$ (478,193)

XML

DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT - Summary of Open Commodity Derivative Positions (Details)	Dec. 31, 2023 bbl MMBTU $ / bbl $ / barrel
WTI NYMEX - Swaps | 2024
Derivative [Line Items]
Volume | bbl	7,958,865
Weighted average price (in dollars per unit)	74.13
WTI NYMEX - Swaps | 2025
Derivative [Line Items]
Volume | bbl	2,223,187
Weighted average price (in dollars per unit)	71.91
WTI NYMEX - Swaps | 2026
Derivative [Line Items]
Volume | bbl	1,069,557
Weighted average price (in dollars per unit)	68.94
WTI NYMEX - Swaps | 2027
Derivative [Line Items]
Volume | bbl	0
Weighted average price (in dollars per unit)	0
WTI NYMEX - Swaptions | 2024
Derivative [Line Items]
Volume | bbl	0
Weighted average price (in dollars per unit)	0
WTI NYMEX - Swaptions | 2025
Derivative [Line Items]
Volume | bbl	1,426,075
Weighted average price (in dollars per unit)	66.41
WTI NYMEX - Swaptions | 2026
Derivative [Line Items]
Volume | bbl	3,052,495
Weighted average price (in dollars per unit)	65.01
WTI NYMEX - Swaptions | 2027
Derivative [Line Items]
Volume | bbl	0
Weighted average price (in dollars per unit)	0
WTI NYMEX - Call Options | 2024
Derivative [Line Items]
Volume | bbl	1,806,210
Weighted average price (in dollars per unit)	71.57
WTI NYMEX - Call Options | 2025
Derivative [Line Items]
Volume | bbl	5,096,640
Weighted average price (in dollars per unit)	75.96
WTI NYMEX - Call Options | 2026
Derivative [Line Items]
Volume | bbl	3,102,500
Weighted average price (in dollars per unit)	72.59
WTI NYMEX - Call Options | 2027
Derivative [Line Items]
Volume | bbl	2,190,000
Weighted average price (in dollars per unit)	80.00
WTI NYMEX - Call Options | 2028
Derivative [Line Items]
Volume | bbl	366,000
Weighted average price (in dollars per unit) | $ / barrel	80.00
WTI NYMEX - Put Options | 2024
Derivative [Line Items]
Volume | bbl	136,500
Weighted average price (in dollars per unit)	75.00
WTI NYMEX - Put Options | 2025
Derivative [Line Items]
Volume | bbl	0
Weighted average price (in dollars per unit)	0
WTI NYMEX - Put Options | 2026
Derivative [Line Items]
Volume | bbl	0
Weighted average price (in dollars per unit)	0
WTI NYMEX - Collar Put | 2024
Derivative [Line Items]
Volume | bbl	5,470,001
Weighted average floor price (in dollars per unit)	69.83
Weighted average ceiling price (in dollars per unit)	83.31
WTI NYMEX - Collar Put | 2025
Derivative [Line Items]
Volume | bbl	811,539
Weighted average floor price (in dollars per unit)	67.76
Weighted average ceiling price (in dollars per unit)	77.16
WTI NYMEX - Collar Put | 2026
Derivative [Line Items]
Volume | bbl	159,342
Weighted average floor price (in dollars per unit)	62.50
Weighted average ceiling price (in dollars per unit)	70.25
WTI NYMEX - Collar Put | 2027
Derivative [Line Items]
Volume | bbl	0
Weighted average floor price (in dollars per unit)	0
Weighted average ceiling price (in dollars per unit)	0
WTI NYMEX - Collar Call | 2024
Derivative [Line Items]
Volume | bbl	7,089,089
WTI NYMEX - Collar Call | 2025
Derivative [Line Items]
Volume | bbl	1,129,962
WTI NYMEX - Collar Call | 2026
Derivative [Line Items]
Volume | bbl	175,307
Argus American Crude WTI Midland to WTI NYMEX - Basis Swaps | 2024
Derivative [Line Items]
Volume | bbl	6,211,786
Weighted average price (in dollars per unit)	1.15
Argus American Crude WTI Midland to WTI NYMEX - Basis Swaps | 2025
Derivative [Line Items]
Volume | bbl	4,106,276
Weighted average price (in dollars per unit)	1.04
Argus American Crude WTI Midland to WTI NYMEX - Basis Swaps | 2026
Derivative [Line Items]
Volume | bbl	2,094,291
Weighted average price (in dollars per unit)	1.06
Henry Hub NYMEX - Swaps | 2024
Derivative [Line Items]
Volume | MMBTU	38,440,787
Weighted average price (in dollars per unit)	3.52
Henry Hub NYMEX - Swaps | 2025
Derivative [Line Items]
Volume | MMBTU	2,260,000
Weighted average price (in dollars per unit)	3.90
Henry Hub NYMEX - Swaps | 2026
Derivative [Line Items]
Volume | MMBTU	0
Weighted average price (in dollars per unit)	0
Henry Hub NYMEX - Swaps | 2027
Derivative [Line Items]
Volume | MMBTU	0
Weighted average price (in dollars per unit)	0
Henry Hub NYMEX - Swaptions | 2024
Derivative [Line Items]
Volume | MMBTU	0
Weighted average price (in dollars per unit)	0
Henry Hub NYMEX - Swaptions | 2025
Derivative [Line Items]
Volume | MMBTU	7,300,000
Weighted average price (in dollars per unit)	3.88
Henry Hub NYMEX - Swaptions | 2026
Derivative [Line Items]
Volume | MMBTU	0
Weighted average price (in dollars per unit)	0
Henry Hub NYMEX - Swaptions | 2027
Derivative [Line Items]
Volume | MMBTU	0
Weighted average price (in dollars per unit)	0
Waha Swaps | 2024
Derivative [Line Items]
Volume | MMBTU	1,830,000
Weighted average price (in dollars per unit)	3.20
Waha Swaps | 2025
Derivative [Line Items]
Volume | MMBTU	1,825,000
Weighted average price (in dollars per unit)	3.20
Waha Swaps | 2026
Derivative [Line Items]
Volume | MMBTU	1,825,000
Weighted average price (in dollars per unit)	3.20
Waha Swaps | 2027
Derivative [Line Items]
Volume | MMBTU	0
Weighted average price (in dollars per unit)	0
Waha Inside FERC to Henry Hub - Basis Swaps | 2024
Derivative [Line Items]
Volume | MMBTU	19,032,000
Weighted average differential (in dollars per unit)	(0.80)
Waha Inside FERC to Henry Hub - Basis Swaps | 2025
Derivative [Line Items]
Volume | MMBTU	16,728,000
Weighted average differential (in dollars per unit)	(0.86)
Waha Inside FERC to Henry Hub - Basis Swaps | 2026
Derivative [Line Items]
Volume | MMBTU	10,950,000
Weighted average differential (in dollars per unit)	(0.78)
Waha Inside FERC to Henry Hub - Basis Swaps | 2027
Derivative [Line Items]
Volume | MMBTU	0
Weighted average differential (in dollars per unit)	0
Henry Hub NYMEX - Call Option | 2024
Derivative [Line Items]
Volume | MMBTU	6,158,050
Weighted average differential (in dollars per unit)	3.85
Henry Hub NYMEX - Call Option | 2025
Derivative [Line Items]
Volume | MMBTU	12,207,700
Weighted average differential (in dollars per unit)	3.73
Henry Hub NYMEX - Call Option | 2026
Derivative [Line Items]
Volume | MMBTU	0
Weighted average differential (in dollars per unit)	0
Henry Hub NYMEX - Call Option | 2027
Derivative [Line Items]
Volume | MMBTU	0
Weighted average differential (in dollars per unit)	0
Henry Hub NYMEX - Collar Put | 2024
Derivative [Line Items]
Volume | MMBTU	21,644,086
Weighted average floor price (in dollars per unit)	3.12
Weighted average ceiling price (in dollars per unit)	4.91
Henry Hub NYMEX - Collar Put | 2025
Derivative [Line Items]
Volume | MMBTU	26,694,006
Weighted average floor price (in dollars per unit)	3.16
Weighted average ceiling price (in dollars per unit)	5.37
Henry Hub NYMEX - Collar Put | 2026
Derivative [Line Items]
Volume | MMBTU	15,192,303
Weighted average floor price (in dollars per unit)	3.13
Weighted average ceiling price (in dollars per unit)	5.66
Henry Hub NYMEX - Collar Put | 2027
Derivative [Line Items]
Weighted average floor price (in dollars per unit)	0
Weighted average ceiling price (in dollars per unit)	0
Henry Hub NYMEX - Collar Call | 2024
Derivative [Line Items]
Volume | MMBTU	21,644,086
Henry Hub NYMEX - Collar Call | 2025
Derivative [Line Items]
Volume | MMBTU	26,694,006
Henry Hub NYMEX - Collar Call | 2026
Derivative [Line Items]
Volume | MMBTU	15,192,303
NE - TETCO M2 - Basis Swaps | 2024
Derivative [Line Items]
Volume | MMBTU	15,550,000
Weighted average differential (in dollars per unit)	(0.99)
NE - TETCO M2 - Basis Swaps | 2025
Derivative [Line Items]
Volume | MMBTU	3,650,000
Weighted average differential (in dollars per unit)	(1.01)
NE - TETCO M2 - Basis Swaps | 2026
Derivative [Line Items]
Volume | MMBTU	1,825,000
Weighted average differential (in dollars per unit)	(1.14)
NE - TETCO M2 - Basis Swaps | 2027
Derivative [Line Items]
Volume | MMBTU	0
Weighted average differential (in dollars per unit)	0

XML

DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT - Summary of Classification of Outstanding Financial Instruments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Derivative Assets:
Gross amounts of recognized assets, offsetting of derivative assets	$ 170,029	$ 119,377
Derivative asset, current, statement of financial position [extensible enumeration]	Assets, Current	Assets, Current
Derivative asset statement of financial position extensible enumeration not disclosed flag	Total Derivative Assets	Total Derivative Assets
Derivative Liabilities:
Gross amounts of recognized assets (liabilities), offsetting of derivative liabilities	$ (206,198)	$ (355,860)
Derivative liability, current, statement of financial position [extensible enumeration]	Liabilities, Current	Liabilities, Current
Derivative liability statement of financial position extensible enumeration not disclosed flag	Total Derivative Liabilities	Total Derivative Liabilities
Current Assets
Derivative Assets:
Gross amounts of recognized assets, offsetting of derivative assets	$ 121,057	$ 77,802
Noncurrent Assets
Derivative Assets:
Gross amounts of recognized assets, offsetting of derivative assets	48,971	41,575
Current Liabilities
Derivative Liabilities:
Gross amounts of recognized assets (liabilities), offsetting of derivative liabilities	(62,120)	(100,927)
Noncurrent Liabilities
Derivative Liabilities:
Gross amounts of recognized assets (liabilities), offsetting of derivative liabilities	(144,077)	(254,933)
Commodity Price Swap Contracts | Current Assets
Derivative Assets:
Gross amounts of recognized assets, offsetting of derivative assets	61,323	30,513
Commodity Price Swap Contracts | Noncurrent Assets
Derivative Assets:
Gross amounts of recognized assets, offsetting of derivative assets	16,621	11,490
Commodity Price Swap Contracts | Current Liabilities
Derivative Liabilities:
Gross amounts of recognized assets (liabilities), offsetting of derivative liabilities	(8,079)	(53,386)
Commodity Price Swap Contracts | Noncurrent Liabilities
Derivative Liabilities:
Gross amounts of recognized assets (liabilities), offsetting of derivative liabilities	(2,288)	(8,343)
Commodity Basis Swap Contracts | Current Assets
Derivative Assets:
Gross amounts of recognized assets, offsetting of derivative assets	4,487	5,620
Commodity Basis Swap Contracts | Noncurrent Assets
Derivative Assets:
Gross amounts of recognized assets, offsetting of derivative assets	1,874	547
Commodity Basis Swap Contracts | Current Liabilities
Derivative Liabilities:
Gross amounts of recognized assets (liabilities), offsetting of derivative liabilities	(6,796)	(4,407)
Commodity Basis Swap Contracts | Noncurrent Liabilities
Derivative Liabilities:
Gross amounts of recognized assets (liabilities), offsetting of derivative liabilities	(8,922)	(3,071)
Commodity Price Collar Contracts | Current Assets
Derivative Assets:
Gross amounts of recognized assets, offsetting of derivative assets	36,619	40,652
Commodity Price Collar Contracts | Noncurrent Assets
Derivative Assets:
Gross amounts of recognized assets, offsetting of derivative assets	26,841	29,538
Commodity Price Collar Contracts | Current Liabilities
Derivative Liabilities:
Gross amounts of recognized assets (liabilities), offsetting of derivative liabilities	(14,370)	(29,218)
Commodity Price Collar Contracts | Noncurrent Liabilities
Derivative Liabilities:
Gross amounts of recognized assets (liabilities), offsetting of derivative liabilities	(18,849)	(33,210)
Commodity Price Swaptions Contracts | Current Liabilities
Derivative Liabilities:
Gross amounts of recognized assets (liabilities), offsetting of derivative liabilities	(1,496)	0
Commodity Price Swaptions Contracts | Noncurrent Liabilities
Derivative Liabilities:
Gross amounts of recognized assets (liabilities), offsetting of derivative liabilities	(35,896)	(77,515)
Commodity Price Call Option Contracts | Current Assets
Derivative Assets:
Gross amounts of recognized assets, offsetting of derivative assets	17,964	0
Commodity Price Call Option Contracts | Noncurrent Assets
Derivative Assets:
Gross amounts of recognized assets, offsetting of derivative assets	3,635	0
Commodity Price Call Option Contracts | Current Liabilities
Derivative Liabilities:
Gross amounts of recognized assets (liabilities), offsetting of derivative liabilities	(31,380)	(13,916)
Commodity Price Call Option Contracts | Noncurrent Liabilities
Derivative Liabilities:
Gross amounts of recognized assets (liabilities), offsetting of derivative liabilities	(78,123)	(132,794)
Commodity Price Put Option Contracts | Current Assets
Derivative Assets:
Gross amounts of recognized assets, offsetting of derivative assets	664	0
Interest Rate Swap Contracts | Current Assets
Derivative Assets:
Gross amounts of recognized assets, offsetting of derivative assets	$ 0	$ 1,017

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DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT - Summary of Exclude Derivative Settlement Receivables and Payables (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Offsetting of Derivative Assets:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Assets	$ 170,029	$ 119,377
Gross Amounts Offset on the Balance Sheet, Offsetting of Derivative Assets	(83,570)	(71,537)
Net Amounts of Assets (Liabilities) Presented on the Balance Sheet, Offsetting of Derivative Assets	86,459	47,840
Offsetting of Derivative Liabilities:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities	(206,198)	(355,860)
Gross Amounts Offset on the Balance Sheet, Offsetting of Derivative Liabilities	83,570	71,537
Net Amounts of Assets (Liabilities) Presented on the Balance Sheet, Offsetting of Derivative Liabilities	(122,628)	(284,324)
Current Assets
Offsetting of Derivative Assets:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Assets	121,057	77,802
Gross Amounts Offset on the Balance Sheet, Offsetting of Derivative Assets	(45,324)	(42,509)
Net Amounts of Assets (Liabilities) Presented on the Balance Sheet, Offsetting of Derivative Assets	75,733	35,293
Current Assets | Commodity Price Swap Contracts
Offsetting of Derivative Assets:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Assets	61,323	30,513
Current Assets | Commodity Basis Swap Contracts
Offsetting of Derivative Assets:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Assets	4,487	5,620
Current Assets | Commodity Price Collar Contracts
Offsetting of Derivative Assets:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Assets	36,619	40,652
Current Assets | Commodity Price Call Option Contracts
Offsetting of Derivative Assets:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Assets	17,964	0
Current Assets | Commodity Price Put Option Contracts
Offsetting of Derivative Assets:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Assets	664	0
Current Assets | Interest Rate Swap Contracts
Offsetting of Derivative Assets:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Assets	0	1,017
Noncurrent Assets
Offsetting of Derivative Assets:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Assets	48,971	41,575
Gross Amounts Offset on the Balance Sheet, Offsetting of Derivative Assets	(38,246)	(29,028)
Net Amounts of Assets (Liabilities) Presented on the Balance Sheet, Offsetting of Derivative Assets	10,725	12,547
Noncurrent Assets | Commodity Price Swap Contracts
Offsetting of Derivative Assets:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Assets	16,621	11,490
Noncurrent Assets | Commodity Basis Swap Contracts
Offsetting of Derivative Assets:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Assets	1,874	547
Noncurrent Assets | Commodity Price Collar Contracts
Offsetting of Derivative Assets:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Assets	26,841	29,538
Noncurrent Assets | Commodity Price Call Option Contracts
Offsetting of Derivative Assets:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Assets	3,635	0
Current Liabilities
Offsetting of Derivative Liabilities:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities	(62,120)	(100,927)
Gross Amounts Offset on the Balance Sheet, Offsetting of Derivative Liabilities	45,324	42,509
Net Amounts of Assets (Liabilities) Presented on the Balance Sheet, Offsetting of Derivative Liabilities	(16,797)	(58,418)
Current Liabilities | Commodity Price Swap Contracts
Offsetting of Derivative Liabilities:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities	(8,079)	(53,386)
Current Liabilities | Commodity Basis Swap Contracts
Offsetting of Derivative Liabilities:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities	(6,796)	(4,407)
Current Liabilities | Commodity Price Swaptions Contracts
Offsetting of Derivative Liabilities:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities	(1,496)	0
Current Liabilities | Commodity Price Collar Contracts
Offsetting of Derivative Liabilities:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities	(14,370)	(29,218)
Current Liabilities | Commodity Price Call Option Contracts
Offsetting of Derivative Liabilities:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities	(31,380)	(13,916)
Noncurrent Liabilities
Offsetting of Derivative Liabilities:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities	(144,077)	(254,933)
Gross Amounts Offset on the Balance Sheet, Offsetting of Derivative Liabilities	38,246	29,028
Net Amounts of Assets (Liabilities) Presented on the Balance Sheet, Offsetting of Derivative Liabilities	(105,831)	(225,905)
Noncurrent Liabilities | Commodity Price Swap Contracts
Offsetting of Derivative Liabilities:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities	(2,288)	(8,343)
Noncurrent Liabilities | Commodity Basis Swap Contracts
Offsetting of Derivative Liabilities:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities	(8,922)	(3,071)
Noncurrent Liabilities | Commodity Price Swaptions Contracts
Offsetting of Derivative Liabilities:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities	(35,896)	(77,515)
Noncurrent Liabilities | Commodity Price Collar Contracts
Offsetting of Derivative Liabilities:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities	(18,849)	(33,210)
Noncurrent Liabilities | Commodity Price Call Option Contracts
Offsetting of Derivative Liabilities:
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities	$ (78,123)	$ (132,794)

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EARNINGS PER SHARE - Reconciliation of the Numerators and Denominators Used to Calculate Basic EPS and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Net Income	$ 922,969	$ 773,237	$ 6,361
Less: Cumulative Dividends on Preferred Stock	0	9,803	14,761
Less: Premium on Repurchase of Preferred Stock	0	35,731	0
Net Income (Loss) Attributable to Common Stock	$ 922,969	$ 727,703	$ (8,400)
Weighted Average Common Shares Outstanding:
Weighted Average Common Shares Outstanding – Basic (in shares)	91,483,687	78,557,216	62,989,543
Plus: Dilutive Effect of Restricted Stock, Convertible Notes, and Common Stock Warrants (in shares)	577,260	8,118,149	0
Weighted Average Common Shares Outstanding - Diluted (in shares)	92,060,947	86,675,365	62,989,543
Net Income (Loss) per Common Share:
Basic (in dollars per share)	$ 10.09	$ 9.26	$ (0.13)
Diluted (in dollars per share)	$ 10.03	$ 8.92	$ (0.13)

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EARNINGS PER SHARE - Securities Excluded from the Calculation of Diluted Weighted Average Common Shares Outstanding (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	0	10,377,207
Restricted Stock Awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	0	150,011
Convertible Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	0	0
Series A Preferred Stock (if converted)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	0	9,758,871
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	0	468,325

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SUBSEQUENT EVENTS (Details) - Delaware Basin - Subsequent Event $ in Millions	1 Months Ended
	Jan. 31, 2024 USD ($) shares
Subsequent Event [Line Items]
Acquisition, shares issued (in shares) | shares	107,657
Cash consideration	$ 147.0
Cash deposit	$ 17.1

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SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED) - Costs Incurred (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Extractive Industries [Abstract]
Proved Property Acquisition and Other	$ 1,288,437	$ 1,036,412	$ 434,519
Unproved Property Acquisition	3,414	51,097	19,358
Development	639,203	386,972	202,325
Total	$ 1,931,054	$ 1,474,482	$ 656,202

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SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED) - Capitalized Costs (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Extractive Industries [Abstract]
Property Acquisition	$ 2,064	$ 12,865	$ 12,097	$ 9,759
Development	0	0	0	0
Total	$ 2,064	$ 12,865	$ 12,097	$ 9,759

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SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED) - Proved Reserve Data (Details) bbl in Thousands, Mcf in Thousands, Boe in Thousands	12 Months Ended
	Dec. 31, 2023 MMBoe Boe Mcf bbl	Dec. 31, 2023 MMBoe Boe bbl Mcf	Dec. 31, 2023 Boe MMBoe Mcf bbl	Dec. 31, 2023 MMBoe Boe Mcf bbl	Dec. 31, 2022 MMBoe Boe Mcf bbl	Dec. 31, 2022 MMBoe Boe Mcf bbl	Dec. 31, 2022 Boe MMBoe Mcf bbl	Dec. 31, 2022 MMBoe Boe Mcf bbl	Dec. 31, 2021 Boe MMBoe Mcf bbl
Natural Gas
Proved Developed and Undeveloped Reserves [Roll Forward]
Proved Developed and Undeveloped Reserves, Beginning Balance | Mcf	1,008,407				937,724				159,641
Revisions of Previous Estimates | Mcf	(166,121)				(14,678)				89,115
Extensions, Discoveries and Other Additions | Mcf	67,796				54,431				32,432
Purchases of Minerals in Place | Mcf	190,376				99,760				700,610
Production | Mcf	(84,342)				(68,829)				(44,074)
Proved Developed and Undeveloped Reserves, Ending Balance | Mcf	1,016,116				1,008,407				937,724
Proved Developed Reserves | Mcf	677,979	677,979	677,979	677,979	611,856	611,856	611,856	611,856	498,558
Proved Undeveloped Reserve | Mcf	338,138	338,138	338,138	338,138	396,551	396,551	396,551	396,551	439,165
Oil Revenues
Proved Developed and Undeveloped Reserves [Roll Forward]
Proved Developed and Undeveloped Reserves, Beginning Balance | bbl		162,741				131,395			96,025
Revisions of Previous Estimates | bbl		(33,954)				(2,787)			19,914
Extensions, Discoveries and Other Additions | bbl		28,123				22,563			12,759
Purchases of Minerals in Place | bbl		35,446				27,660			14,985
Production | bbl		(22,013)				(16,090)			(12,288)
Proved Developed and Undeveloped Reserves, Ending Balance | bbl		170,342				162,741			131,395
Proved Developed Reserves | bbl	121,865	121,865	121,865	121,865	112,626	112,626	112,626	112,626	87,505
Proved Undeveloped Reserve | bbl	48,477	48,477	48,477	48,477	50,115	50,115	50,115	50,115	43,890
Proved Developed and Undeveloped Reserve (Energy) [Roll Forward]
Revisions of Previous Estimates | MMBoe				61.6				(5.2)	34.8
Extensions, Discoveries and Other Additions | MMBoe				39.4				31.6
Purchases of Minerals in Place | MMBoe									131.8
Proved Developed Reserves | MMBoe	14.8	14.8	14.8	14.8	13.3	13.3	13.3	13.3
BOE
Proved Developed and Undeveloped Reserve (Energy) [Roll Forward]
Proved Developed and Undeveloped Reserves, Beginning Balance | Boe			330,808				287,682		122,632
Revisions of Previous Estimates | Boe			(61,641)				(5,233)		34,766
Extensions, Discoveries and Other Additions | Boe			39,422				31,635		18,164
Purchases of Minerals in Place			67,176	67.2			44,286	44.3	131,753
Production | Boe			(36,070)				(27,562)		(19,634)
Proved Developed and Undeveloped Reserves, Ending Balance | Boe			339,695				330,808		287,682
Proved Developed Reserves | Boe	234,861	234,861	234,861	234,861	214,602	214,602	214,602	214,602	170,598
Proved Undeveloped Reserves | Boe	104,833	104,833	104,833	104,833	116,207	116,207	116,207	116,207	117,084

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SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED) - Narrative (Details) - MMBoe	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reserve Quantities [Line Items]
Downward adjustment attributable to well performance	3.9
Downward adjustment attributable to removal of undeveloped drilling locations	26.7	(14.4)
Oil Revenues
Reserve Quantities [Line Items]
Extension and discoveries attributable to successful drilling	39.4	31.6
Proved Developed Reserves	14.8	13.3
Purchase of mineral in place			131.8
Increase (decrease) to proved reserves	61.6	(5.2)	34.8
Upward (downward) adjustment attributable to higher crude oil and natural gas prices	28.3	10.2	50.2
Downward adjustment due to well performance	(2.7)	(1.0)	(1.1)
Downward adjustment attributable to removal of undeveloped drilling locations			14.2
Additional Locations | Oil Revenues
Reserve Quantities [Line Items]
Proved Developed Reserves	24.6	18.3	13.3
Williston Basin | Oil Revenues
Reserve Quantities [Line Items]
Extension and discoveries attributable to successful drilling			18.2
Proved Developed Reserves			4.9

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SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED) - Future Net Cash Flows of Proved Reserves (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Extractive Industries [Abstract]
Future Cash Inflows	$ 16,008,048	$ 22,452,776	$ 11,339,861
Future Production Costs	(6,627,373)	(6,820,784)	(4,213,186)
Future Development Costs	(1,358,405)	(1,145,225)	(932,480)
Future Income Tax Expense	(1,380,854)	(2,764,111)	(947,303)
Future Net Cash Inflows	6,641,417	11,722,656	5,246,892
10% Annual Discount for Estimated Timing of Cash Flows	(2,485,180)	(5,285,758)	(2,356,783)
Standardized Measure of Discounted Future Net Cash Flows	$ 4,156,237	$ 6,436,898	$ 2,890,109	$ 712,011

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SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED) - Average Sales Prices (Details)	12 Months Ended
	Dec. 31, 2023 $ / bbl $ / Mcf	Dec. 31, 2022 $ / Mcf $ / bbl	Dec. 31, 2021 $ / Mcf $ / bbl
Natural Gas
Reserve Quantities [Line Items]
Average sale price (in dollars per volume unit) | $ / Mcf	3.10	7.43	3.37
Oil
Reserve Quantities [Line Items]
Average sale price (in dollars per volume unit) | $ / bbl	75.51	91.95	62.25

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SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED) - Standardized Measure of Discounted Future Net Cash Flows (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Roll Forward]
Beginning of Period	$ 6,436,898	$ 2,890,109	$ 712,011
Sales of Oil and Natural Gas Produced, Net of Production Costs	(1,390,656)	(1,566,927)	(727,317)
Extensions and Discoveries	683,258	888,067	258,399
Previously Estimated Development Cost Incurred During the Period	327,768
Previously Estimated Development Cost Incurred During the Period		147,439	85,526
Net Change of Prices and Production Costs	(3,241,176)	3,424,794	1,366,197
Change in Future Development Costs	(237,627)	141,884	(103,806)
Revisions of Quantity and Timing Estimates	(1,061,840)	(134,880)	607,774
Accretion of Discount	790,216	334,109	71,254
Change in Income Taxes	617,405	(1,014,277)	(450,455)
Purchases of Minerals in Place	1,200,155	1,157,060	940,910
Other	31,835	169,521	129,615
End of Period	$ 4,156,237	$ 6,436,898	$ 2,890,109