NOG

Business Context and Reporting Period

Company: Northern Oil & Gas, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 5, 2025
Event: Entry into a Material Definitive Agreement (Fourth Amended and Restated Credit Agreement).

Key Financial Metrics and Debt Structure

This filing details the restructuring of the Company's revolving credit facility rather than reporting operational financial results (revenue, profit, or cash flow). Key debt metrics include:

• Facility Type: Revolving Credit Facility with Wells Fargo Bank, National Association.
• Initial Elected Commitment: $1.6 billion.
• Initial Borrowing Base: $1.8 billion (subject to semiannual redetermination).
• Maturity Date: November 5, 2030.
• Interest Rates: Base rate or SOFR plus applicable margins (75-175 bps for base rate; 175-275 bps for SOFR) based on utilization.
• Collateral: Mortgages on at least 85% of proven reserves and a first priority security interest in substantially all Company assets.

Material Changes Versus Prior Period

The new agreement replaces the prior revolving credit facility entered into on June 7, 2022. The filing does not provide comparative financial performance data (e.g., revenue or EBITDA changes) for the period.

Guidance, Covenants, and Risks

Financial Covenants:

• Net Debt to EBITDAX: Maximum ratio of 3.50 to 1.00 (measured on a rolling four-quarter basis).
• Current Ratio: Minimum ratio of 1.00 to 1.00 (calculated with specific adjustments for unused commitments and non-cash assets).

Negative Covenants:

• Limits on paying dividends, incurring additional indebtedness, selling assets, entering into certain derivatives, changing the nature of business, and mergers/consolidations.

Risks and Contingencies:

• Events of Default: Include payment defaults, inaccurate representations, covenant breaches, defaults on other indebtedness, judgments, and Change in Control.
• Acceleration: Obligations may be accelerated upon an Event of Default, subject to grace and cure periods.

Outlook: The filing does not contain management commentary on future production, pricing, or operational guidance.

Investor Verification Checklist

• Verify the current utilization rate of the $1.6 billion elected commitment against the $1.8 billion Borrowing Base.
• Confirm the Company's compliance with the 3.50x Net Debt to EBITDAX covenant as of the most recent quarter.
• Review the impact of the new facility on dividend policy given the negative covenants restricting dividend payments.
• Assess the valuation of proven reserves used to calculate the Borrowing Base, as this determines future borrowing capacity.
• Examine the full text of the Credit Agreement (Exhibit 10.1) for specific definitions of "EBITDAX" and "Current Ratio" adjustments.