Allen Chad W 4

What Happened
Chad W. Allen, Chief Financial Officer of Northern Oil & Gas (NOG), received 6,179 shares on 2026-02-09 upon vesting and settlement of performance-based restricted stock units (PSUs) covering the 2023–2025 performance period. To satisfy tax withholding obligations, 3,213 of those shares were surrendered to the issuer at an effective price of $25.88 per share, a withholding value of $83,152. Net new shares retained by Allen from this settlement were 2,966 shares (6,179 acquired minus 3,213 withheld).

Key Details

• Transaction date: 2026-02-09. Filing date: 2026-02-11 (timely within the standard 2-business-day window).
• Award/acquisition: 6,179 shares acquired upon PSU vesting (Transaction code A).
• Tax withholding: 3,213 shares withheld/surrendered to issuer to satisfy tax obligations (Transaction code F) at $25.88/share = $83,152 (price reflects last close).
• Shares owned after transaction: not specified in the provided filing.
• Footnotes: PSUs were performance-based and tied to the issuer’s TSR vs. a peer group for the 2023–2025 period; withheld shares were used to satisfy taxes; price is last closing price on or before surrender date.

Context
This was a compensation-related settlement of performance-based RSUs, not an open-market sale or purchase. The withholding of shares to cover taxes is routine and does not indicate a market sale of shares for cash. The primary disclosure is that Allen realized PSUs that vested subject to performance metrics, resulting in a modest net increase in his shareholding.