Evans James B. 4

What Happened

• James B. Evans, Chief Technical Officer of Northern Oil & Gas (NOG), had 5,073 performance-based restricted stock units (PSUs) vest and settle into 5,073 shares on Feb 9, 2026 (award/acquisition at $0.00 per share).
• To satisfy tax withholding obligations, 2,685 of those shares were withheld/disposed at $25.88 per share, generating approximately $69,488 in withholding proceeds.
• This was a vesting/settlement of PSUs (not an open-market purchase or discretionary sale); the net increase in Evans’s holdings from the transaction was 2,388 shares.

Key Details

• Transaction date: 2026-02-09; Form 4 filed: 2026-02-11 (timely filing).
• Award: 5,073 shares acquired at $0.00 (PSUs for the 2023–2025 performance period tied to TSR) (Footnote F1).
• Tax withholding/disposition: 2,685 shares withheld at $25.88 per share, totaling ~$69,488 (Footnote F2; $25.88 reflects the last closing price used, per filing Footnote F3).
• Shares owned after transaction: Not specified in the information provided on this filing.
• Transaction codes: A = Award/Acquisition (vesting settlement of PSUs); F = shares withheld to satisfy tax obligations.

Context

• These shares resulted from the vesting and settlement of performance-based RSUs tied to the issuer’s total shareholder return versus peers for the 2023–2025 performance period — a common form of executive compensation.
• The withholding of shares for taxes is a routine, administrative action (cashless tax withholding) and should not be interpreted as an open-market sale or a direct signal about the insider’s view of the stock.