O'GRADY NICHOLAS L. 4

What Happened
Nicholas L. O'Grady, CEO and Director of Northern Oil & Gas (NOG), received 29,688 shares upon vesting and settlement of performance-based restricted stock units (PSUs) for the 2023–2025 performance period. To satisfy tax withholding on the vesting event, 14,607 of those shares were surrendered to the issuer at the last closing price of $25.88, generating a withholding value of $378,029. The grant/settlement shares show an acquisition price of $0.00 (they were awarded, not purchased), and the withheld shares are reported as a disposition for tax purposes.

Key Details

• Transaction date: 2026-02-09; Form 4 filed 2026-02-11 (filed within the typical two-business-day window).
• Award/acquired: 29,688 shares @ $0.00 (PSU vesting/settlement).
• Tax withholding/disposition: 14,607 shares withheld @ $25.88 = $378,029 (shares surrendered to satisfy taxes).
• Net shares delivered to O'Grady from this vesting: 29,688 − 14,607 = 15,081 shares (after withholding).
• Footnotes: PSUs are performance-based tied to the issuer’s TSR vs. peer group for 2023–2025 (F1); shares withheld represent tax withholding (F2); $25.88 reflects the last closing price used for the withheld-share valuation (F3).
• Shares owned after the transaction are not specified in the provided filing excerpt.

Context
This was not an open-market purchase or sale: it was the settlement of performance-based RSUs (award) and a routine share withholding to cover taxes. Such withholding transactions are common after vesting and generally reflect tax obligations rather than a CEO decision to sell stock for other reasons.