Dirlam Adam A. 4

What Happened

• Adam A. Dirlam, President of Northern Oil & Gas (NOG), received 11,642 shares upon vesting/settlement of performance-based restricted stock units (PSUs) on Feb 9, 2026. The filing shows an acquisition at $0.00 per share for the award (typical for RSUs).
• To satisfy tax withholding, 5,814 of those vested shares were withheld/disposed at $25.88 per share, generating $150,466 in tax withholding. Net shares retained by Dirlam from this vesting were 5,828 (11,642 acquired minus 5,814 withheld).

Key Details

• Transaction date: 2026-02-09; Form 4 filed: 2026-02-11 (timely, within two business days).
• Award (code A): 11,642 shares acquired upon PSU vesting; acquisition price recorded as $0.00.
• Withholding (code F): 5,814 shares withheld at $25.88/share for taxes = $150,466.
• Net shares retained from the vesting: 5,828.
• Footnotes: F1 — these were performance-based RSUs tied to the issuer’s TSR vs. a peer group for the 2023–2025 period; F2 — shares were withheld to satisfy tax obligations; F3 — $25.88 reflects the last closing price on or before the surrender date.
• Shares owned after the transaction: not reported in this filing.

Context

• This was a settlement of performance-based equity, not an open-market sale or purchase; the withheld shares represent routine tax withholding rather than a discretionary sale. Performance RSU vesting is a standard form of executive compensation and does not by itself indicate the insider’s trading intent.