NORTHERN OIL & GAS, INC. 8-K

What Happened

• Northern Oil & Gas, Inc. announced on June 2, 2026 that it filed a prospectus supplement to its effective Form S-3ASR (File No. 333-296399) to register the resale of up to 3,689,413 shares of common stock.
• Those shares may be sold by the selling stockholder who received them in connection with the Parallax Acquisition under an asset purchase and sale agreement dated May 22, 2026 among Parallax Energy Operating Inc. (Seller), NOG Energy Canada, Ltd. (the Company’s Alberta subsidiary), and, for limited purposes, Northern Oil & Gas.
• The filing also provides a legal opinion from Kirkland & Ellis LLP (Exhibit 5.1) regarding the validity of the shares covered by the prospectus supplement.

Key Details

• 3,689,413 shares of common stock are covered by the resale prospectus supplement.
• The underlying asset purchase and sale agreement (PSA) is dated May 22, 2026 and involves Parallax Energy Operating Inc. and NOG Energy Canada, Ltd.
• The Company entered into a registration rights agreement at closing, obligating it to file the prospectus supplement (subject to certain restrictions).
• A legal opinion confirming the validity of the shares is attached as Exhibit 5.1 to the Form 8-K.

Why It Matters

• Registering these shares enables the selling stockholder to resell the shares received in the Parallax Acquisition, which can increase the number of shares available for trading (potentially affecting float and liquidity).
• The registration and accompanying legal opinion reduce regulatory and legal uncertainty around those issued shares, clearing a procedural step following the Parallax Acquisition.
• There are no earnings, executive changes, or financial terms disclosed in this filing; it focuses on share registration and related legal documentation.