8-K - NOG - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2026

NORTHERN OIL AND GAS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-33999	95-3848122
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification No.)
4350 Baker Road, Suite 400<br> <br>Minnetonka, Minnesota	55343
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (952) 476-9800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
Common Stock, par value $0.001	NOG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

On February 23, 2026, Northern Oil and Gas Inc. (“Northern”) and Infinity Natural Resources, LLC (“INR Holdings” and, together with Northern, the “Buyers”) completed their previously announced acquisitions (the “Antero Acquisitions”) of (i) certain rights, title and interests in upstream oil and gas properties, rights and related assets located in the State of Ohio (the “Upstream Assets”) from Antero Resources Corporation, Antero Minerals LLC and Monroe Pipeline LLC (collectively, the “Upstream Sellers”), pursuant to that certain purchase and sale agreement (the “Upstream Purchase Agreement”), dated December 5, 2025, by and among INR Holdings, Northern and the Upstream Sellers, for a combined cash purchase price of approximately $800 million and (ii) certain gathering, compression and transportation systems, water facilities and systems, equipment and related assets located in the counties of Belmont, Guernsey, Monroe, Noble and Washington, Ohio (the “Midstream Assets”) from Antero Midstream LLC, Antero Water LLC and Antero Treatment LLC (collectively, the “Midstream Sellers”) pursuant to that certain purchase and sale agreement (the “Midstream Purchase Agreement” and, together with the Upstream Purchase Agreement, the “Antero Purchase Agreements”), dated December 5, 2025, by and among INR Holdings, Northern and the Midstream Sellers, for a combined cash purchase price of approximately $400 million.

The foregoing descriptions of the Upstream Purchase Agreement and Midstream Purchase Agreement and the transactions contemplated thereby are not complete and are qualified in their entirety by reference to the full text of each of the Upstream Purchase Agreement and Midstream Purchase Agreement, copies of which were attached as Exhibit 2.1 and Exhibit 2.2, respectively, to Northern’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 8, 2025. The summary of the Antero Acquisitions and the Antero Purchase Agreements set forth under Item 1.01 of Northern’s Current Report on Form 8-K filed with the SEC on December 8, 2025 is incorporated herein by reference.

Item 1.01	Entry Into a Material Definitive Agreement.

Antero Upstream Purchase Agreement Amendment

Under the Upstream Purchase Agreement, INR Holdings was to acquire an undivided 51% interest, and Northern was to acquire an undivided 49% interest, in the Upstream Assets. On February 22, 2026, the Buyers and Upstream Sellers entered into an amendment to the Upstream Purchase Agreement (the “Upstream Amendment”), pursuant to which, among other amendments, INR Holdings will acquire an undivided 60% interest, and Northern will acquire an undivided 40% interest, in the Upstream Assets. As a result of the Upstream Amendment, INR Holdings’ share of the unadjusted purchase price for the Upstream Assets is $480 million, and Northern’s share of the purchase price for the Upstream Assets is $320 million (in each case, subject to adjustment in accordance with the terms of the Upstream Purchase Agreement).

Antero Midstream Purchase Agreement Amendment

Under the Midstream Purchase Agreement, INR Holdings was to acquire an undivided 51% interest, and Northern was to acquire an undivided 49% interest, in the Midstream Assets. On February 22, 2026, the Buyers and Midstream Sellers entered into an amendment to the Midstream Purchase Agreement (the “Midstream Amendment” and, together with the Upstream Amendment, the “Antero Purchase Agreements Amendments”), pursuant to which, among other amendments, INR Holdings will acquire an undivided 60% interest, and Northern will acquire an undivided 40% interest, in the Midstream Assets. As a result of the Midstream Amendment, INR Holdings’ share of the unadjusted purchase price for the Midstream Assets is $240 million, and Northern’s share of the purchase price for the Midstream Assets is $160 million (in each case, subject to adjustment in accordance with the terms of the Midstream Purchase Agreement).

The foregoing descriptions of the Upstream Amendment and Midstream Amendment and the transactions contemplated thereby are not complete and are qualified in their entirety by reference to the full text of each of the Upstream Amendment and Midstream Amendment, copies of which are filed herewith as Exhibit 2.3 and Exhibit 2.4, respectively, and are incorporated herein by reference.

Credit Agreement Amendment

On February 23, 2026, Northern entered into an amendment (the “Credit Agreement Amendment”) to its Fourth Amended and Restated Credit Agreement, dated as of November 5, 2025, governing Northern’s revolving credit facility with Wells Fargo Bank, National Association, as administrative agent and collateral agent, and the lenders from time to time party thereto. Pursuant to the Credit Agreement Amendment, an interim borrowing base redetermination was completed and: (i) the borrowing base will increase from $1.8 billion to $1.975 billion and (ii) the elected commitment amount will increase from $1.6 billion to $1.8 billion.

The foregoing description of the Credit Agreement Amendment is not complete and is qualified in its entirety by reference to the full text of the Credit Agreement Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 2.01	Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note and in Item 1.01 of this Current Report on Form 8-K under the headings “Anterro Upstream Purchase Agreement Amendment” and “Antero Midstream Purchase Agreement Amendment” is incorporated by reference into this Item 2.01.

Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K under the heading “Credit Agreement Amendment” is incorporated by reference into this Item 2.03.

Item 7.01	Regulation FD Disclosure.

On February 23, 2026, Northern issued a press release announcing the closing of the Antero Acquisitions. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information furnished in this Current Report pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing of Northern under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br> <br>Number	Description
2.1*	Purchase and Sale Agreement, dated as of December 5, 2025, by and among Antero Resources Corporation, Antero Minerals LLC and Monroe Pipeline LLC, as sellers, and Infinity Natural Resources, LLC and Northern Oil and Gas, Inc., as buyers (incorporated by reference to Exhibit 2.1 to the Northern Oil and Gas, Inc. Current Report on Form 8-K filed with the SEC on December 8, 2025).
2.2*	Purchase and Sale Agreement, dated as of December 5, 2025, by and among Antero Midstream LLC, Antero Water LLC and Antero Treatment LLC, as sellers, and Infinity Natural Resources, LLC and Northern Oil and Gas, Inc., as buyers (incorporated by reference to Exhibit 2.2 to the Northern Oil and Gas, Inc. Current Report on Form 8-K filed with the SEC on December 8, 2025).
2.3*	Amendment No. 1 to the Purchase and Sale Agreement, dated as of February 22, 2026, by and among Antero Resources Corporation, Antero Minerals LLC and Monroe Pipeline LLC, as sellers, and Infinity Natural Resources, LLC and Northern Oil and Gas, Inc., as buyers.
2.4*	Amendment No. 1 to the Purchase and Sale Agreement, dated as of February 22, 2026, by and among Antero Midstream LLC, Antero Water LLC and Antero Treatment LLC, as sellers, and Infinity Natural Resources, LLC and Northern Oil and Gas, Inc., as buyers.
10.1*	First Amendment to the Fourth Amended and Restated Credit Agreement among Northern Oil and Gas, Inc., Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto, dated February 23, 2026.
99.1	Press Release, dated February 23, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
*	Certain of the schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request. Certain personally identifiable information has also been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NORTHERN OIL AND GAS, INC.
By:	/s/ Erik J. Romslo
	Erik J. Romslo
	Chief Legal Officer and Secretary

Dated: February 23, 2026

EX-2.3

Exhibit 2.3

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is dated as of February 22, 2026, by and between Antero Resources Corporation, a Delaware corporation (“Antero Resources”), Antero Minerals LLC, a Delaware limited liability company (“Antero Minerals”) and Monroe Pipeline LLC, a Delaware limited liability company (“Monroe Pipeline” and together with Antero Resources and Antero Minerals, collectively, “Seller”), on the one hand, Infinity Natural Resources LLC, a Delaware limited liability company (“Infinity”), and Northern Oil and Gas, Inc., a Delaware corporation (“NOG”, and together with Infinity, collectively, “Buyer”), on the other hand. Seller, Infinity and NOG are each a “Party”, and collectively the “Parties”. Capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the Purchase Agreement (as hereinafter defined).

RECITALS

WHEREAS, the Parties entered into that certain Purchase and Sale Agreement, dated December 5, 2025 (as amended by this Amendment, and as may be further amended from time to time, the “Purchase Agreement”), whereby, among other things, Seller agreed to sell, and Buyer agreed to purchase, the Assets.

WHEREAS, the Parties desire to amend the Purchase Agreement as more specifically set forth in this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and of the mutual promises, representations, warranties, covenants, conditions, and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound by the terms hereof, agree as follows:

1.	Amendment to Section 1.1. Effective as of the original Execution Date,<br>Section 1.1 (Defined Terms) to the Purchase Agreement is hereby amended as follows:
(a).	The definition of “Buyer Pro Rata Share” is hereby amended and restated in its entirety with the<br>following: ““Buyer Pro Rata Share” means, with respect to (a) Infinity, 60%, and (b) NOG, 40%.”
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(b).	The definition of “Infinity Assets” is hereby amended and restated in its entirety with the<br>following: ““Infinity Assets” means (a) an undivided 60% of all right, title and interest in and to the Specified Assets, and (b) all right, title and interest in and to the Infinity Only Assets.”<br>
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(c).	The definition of “NOG Assets” is hereby amended and restated in its entirety with the following:<br>““NOG Assets” means an undivided 40% of all right, title and interest in and to the Specified Assets.”
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(d).	The definition of “Assets” is hereby amended by adding the following as the final two subparts of<br>such definition:
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i.	“(s) all lessor royalties, overriding royalty interest,<br>non-participating royalty interests, production payments, net profits interests, carried interests, reversionary interests and all other Royalties and any other similar interests located within the Sale Area,<br>including those set forth on Exhibit A-1; and
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ii.	(t) the spill response trailers located on the Andes pad and Krupa pad.”
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2.	Amendment to Section 7.1(f). Effective as of the original Execution Date,<br>Section 7.1(f) (Conduct of Business) to the Purchase Agreement is hereby amended and restated in its entirety with the provision set forth on Annex I.
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3.	Amendment to Exhibit A-1. Effective as of the original Execution<br>Date, Exhibit A-1 (Leases; Mineral Interests) to the Purchase Agreement is hereby amended by adding the overriding royalty interests listed on Annex II Part 1 and the leases on Annex II Part<br>2.
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4.	Amendment to Exhibit B. Effective as of the original Execution Date, Exhibit B (Wells; Well PadLocations) to the Purchase Agreement is hereby amended by adding the Wells listed on Annex III Part 1.
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5.	Amendment to Exhibit B. Effective as of the original Execution Date, Exhibit B (P&A Wells) to<br>the Purchase Agreement is hereby amended by adding the Wells listed on Annex III Part 2.
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6.	Amendment to Exhibit E. Effective as of the original Execution Date, Exhibit E (TransferredVehicles) to the Purchase Agreement is hereby amended by adding the Transferred Vehicles listed on Annex IV.
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7.	Amendment to Exhibit O. Effective as of the original Execution Date, Exhibit O (Certain ApplicableContracts) to the Purchase Agreement is hereby amended by deleting the contracts listed on Annex V.
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8.	Amendment to Schedule 1.1(cc). Effective as of the original Execution Date, Schedule 1.1(cc) (CertainExcluded Assets) to the Purchase Agreement is hereby amended as set forth on Annex VI.
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9.	Amendment to Schedule 7.5. Effective as of the original Execution Date, the Purchase Agreement is hereby<br>amended by adding Annex VII as Schedule 7.5 (Assumed Litigation) to the Purchase Agreement.
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10.	Amendment to Schedule 8.4. Effective as of the original Execution Date, Schedule 8.4 (Consents)<br>to the Purchase Agreement is hereby amended by deleting the contracts listed on Annex VIII.
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11.	Amendment to Schedules 8.7 (Litigation) and 8.18(a) (Royalties and WorkingInterest Payments). Schedule 8.7 (Litigation) and Schedule 8.18(a) (Royalties and Working Interest Payments) to the Purchase Agreement is hereby amended to add the matter set forth on Annex IX.<br>
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12.	Amendment to Schedule 8.8(a). Effective as of the original Execution Date, Schedule 8.8(a) (MaterialContracts) to the Purchase Agreement is hereby amended as set forth on Annex X.
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13.	Direction Under Section 16.4 of the Purchase Agreement. The Parties acknowledge and<br>agree that Infinity hereby directs Seller pursuant to Section 16.4 of the Purchase Agreement to convey certain Assets to INR Ohio, LLC pursuant to the Instruments of Conveyance, and further pursuant to the terms thereof that Infinity and INR<br>Ohio, LLC shall be jointly and severally liable for any and all obligations of Infinity as Buyer under the Purchase Agreement with respect thereto.
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14.	Mutual Acknowledgement. The Parties acknowledge and agree to the matters set forth on Annex XI.<br>
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15.	Compliance with the Purchase Agreement. The Parties acknowledge and agree that this Amendment is in<br>compliance with the Purchase Agreement, having been prepared pursuant to Section 16.12 of the Purchase Agreement, and constitutes a valid amendment, binding on the Parties.
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16.	Incorporation by Reference. Sections 1.2 (References and Rules of Construction), 16.1<br>(Exhibits and Schedules), 16.4 (Assignment), 16.10 (Entire Agreement; Conflicts), 16.11 (Parties in Interest), 16.12 (Amendment), 16.13 (Waiver; Rights Cumulative), 16.14 (Conflict of Law Jurisdiction,Venue; Jury Waiver), 16.16 (Severability) and 16.17 (Counterparts) of the Purchase Agreement are incorporated herein by reference and shall apply to the terms and provisions of this Amendment and the Parties mutatismutandis.
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[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first set forth above.

SELLER:
ANTERO RESOURCES CORPORATION
Name:	/s/ Brendan Krueger
By:	Brendan Krueger
Title:	Chief Financial Officer and Treasurer
ANTERO MINERALS LLC
Name:	/s/ Brendan Krueger
By:	Brendan Krueger
Title:	Chief Financial Officer and Treasurer
MONROE PIPELINE LLC
Name:	/s/ Brendan Krueger
By:	Brendan Krueger
Title:	Chief Financial Officer and Treasurer

Signature Page to First Amendment to Purchase and Sale Agreement

BUYER:
INFINITY NATURAL RESOURCES LLC
Name:	/s/ Zack Arnold
By:	Zack Arnold
Title:	President and Chief Executive Officer
NORTHERN OIL AND GAS, INC.
Name:	/s/ Nicholas O’Grady
By:	Nicholas O’ Grady
Title:	Chief Executive Officer

Signature Page to First Amendment to Purchase and Sale Agreement

EX-2.4

Exhibit 2.4

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is dated as of February 22, 2026, by and between Antero Midstream LLC, a Delaware limited liability company (“Antero Midstream”), Antero Water LLC, a Delaware limited liability company (“Antero Water”), and Antero Treatment LLC, a Delaware limited liability company (“Antero Treatment” and together with Antero Midstream and Antero Water, collectively, “Seller”), on the one hand, Infinity Natural Resources LLC, a Delaware limited liability company (“Infinity”), and Northern Oil and Gas, Inc., a Delaware corporation (“NOG”, and together with Infinity, collectively, “Buyer”), on the other hand. Seller, Infinity and NOG are each a “Party”, and collectively the “Parties”. Capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the Purchase Agreement (as hereinafter defined).

RECITALS

WHEREAS, the Parties desire to amend the Purchase Agreement as more specifically set forth in this Amendment.

AGREEMENT

1.	Amendment to Section 1.1. Effective as of the original Execution Date,<br>Section 1.1 (Defined Terms) to the Purchase Agreement is hereby amended as follows:
(a).	The definition of “Buyer Pro Rata Share” is hereby amended and restated in its entirety with the<br>following: ““Buyer Pro Rata Share” means, with respect to (a) Infinity, 60%, and (b) NOG, 40%.”
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(b).	The definition of “Infinity Assets” is hereby amended and restated in its entirety with the<br>following: ““Infinity Assets” means (a) an undivided 60% of all right, title and interest in and to the Specified Assets, and (b) all right, title and interest in and to the Infinity Only Assets.”<br>
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(c).	The definition of “NOG Assets” is hereby amended and restated in its entirety with the following:<br>““NOG Assets” means an undivided 40% of all right, title and interest in and to the Specified Assets.”
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2.	Amendment to Section 5.1(c). Effective as of the original Execution Date,<br>Section 5.1(c) (Conduct of Business) to the Purchase Agreement is hereby amended and restated in its entirety with the language set forth on Annex I – Part I.
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3.	Amendment to Section 5.5. Effective as of the original Execution Date,<br>Section 5.5 (Reserved) to the Purchase Agreement is hereby amended and restated in its entirety with the provision set forth on Annex I – Part II.
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4.	Amendment to Exhibit E. Effective as of the original Execution Date, Exhibit E (TransferredVehicles) to the Purchase Agreement is hereby amended by adding the Transferred Vehicles listed on Annex II
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5.	Amendment to Schedule 5.2. Effective as of the original Execution Date, Schedule 5.2 (GovernmentalBonds) to the Purchase Agreement is hereby amended and restated in its entirety as set forth on Annex III.
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6.	Amendment to Schedule 6.8(a). Effective as of the original Execution Date, Schedule 6.8(a) (MaterialContracts) to the Purchase Agreement is hereby amended by adding the contract listed on Annex IV.
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7.	Amendment to Schedule 6.30(a). Effective as of the original Execution Date, Schedule 6.30(a) (Laborand Employment Matters) to the Purchase Agreement is hereby amended by adding the employees listed on Annex V.
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8.	Amendment to Schedule 14.1. Effective as of the original Execution Date, Schedule 14.1 (BusinessEmployees) to the Purchase Agreement is hereby amended by adding the employees listed on Annex V.
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9.	Direction Under Section 15.4 of the Purchase Agreement. The Parties acknowledge and<br>agree that Infinity hereby directs Seller pursuant to Section 15.4 of the Purchase Agreement to convey certain Assets to INR Midstream, LLC pursuant to the Instruments of Conveyance, and further pursuant to the terms thereof that Infinity and<br>INR Midstream, LLC shall be jointly and severally liable for any and all obligations of Infinity as Buyer under the Purchase Agreement with respect thereto.
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10.	Compliance with the Purchase Agreement. The Parties acknowledge and agree that this Amendment is in<br>compliance with the Purchase Agreement, having been prepared pursuant to Section 15.12 of the Purchase Agreement, and constitutes a valid amendment, binding on the Parties.
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11.	Incorporation by Reference. Sections 1.2 (References and Rules of Construction), 15.1<br>(Exhibits and Schedules), 15.4 (Assignment), 15.10 (Entire Agreement; Conflicts), 15.11 (Parties in Interest), 15.12 (Amendment), 15.13 (Waiver; Rights Cumulative), 15.14 (Conflict of Law Jurisdiction,Venue; Jury Waiver), 15.16 (Severability) and 15.17 (Counterparts) of the Purchase Agreement are incorporated herein by reference and shall apply to the terms and provisions of this Amendment and the Parties mutatismutandis.
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[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first set forth above.

SELLER:
ANTERO MIDSTREAM LLC
Name:	/s/ Justin Agnew
By:	Justin Agnew
Title:	Chief Financial Officer and Vice President – Finance
ANTERO WATER LLC
Name:	/s/ Justin Agnew
By:	Justin Agnew
Title:	Chief Financial Officer and Vice President – Finance
ANTERO TREATMENT LLC
Name:	/s/ Justin Agnew
By:	Justin Agnew
Title:	Chief Financial Officer and Vice President – Finance

Signature Page to First Amendment to Purchase and Sale Agreement

BUYER:
INFINITY NATURAL RESOURCES LLC
Name:	/s/ Zack Arnold
By:	Zack Arnold
Title:	President and Chief Executive Officer
NORTHERN OIL AND GAS, INC.
Name:	/s/ Nicholas O’Grady
By:	Nicholas O’ Grady
Title:	Chief Executive Officer

Signature Page to First Amendment to Purchase and Sale Agreement

EX-10.1

Exhibit 10.1

Execution Version

FIRST AMENDMENT TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of February 23, 2026, is among NORTHERN OIL AND GAS, INC., a Delaware corporation (the “Borrower”), each of the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

RECITALS

A. The Borrower, the Administrative Agent and the Lenders are party to that certain Fourth Amended and Restated Credit Agreement dated as of November 5, 2025 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower.

B. Simultaneously with the First Amendment Effective Date (as defined below), the Borrower intends to acquire certain Oil and Gas Properties, which have an aggregate value of more than 5% of the Borrowing Base, from Antero Resources Corporation, Antero Minerals LLC and Monroe Pipeline LLC (such acquisition, the “Specified Acquisition”), and the Borrower is requesting an Interim Redetermination of the Borrowing Base;

C. The Borrower, the Administrative Agent and the Lenders party hereto have agreed to (i) amend certain provisions of the Credit Agreement, (ii) increase the Borrowing Base to $1,975,000,000 and (iii) increase the Aggregate Elected Commitment Amount to $1,800,000,000, in each case as more fully set forth herein.

D. By executing and delivering a signature page to this Amendment, each Lender will, upon the First Amendment Effective Date, have the Commitments in the principal amount set forth on Exhibit A attached hereto.

E. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms. Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Amendment, shall have the meaning ascribed such term in the Credit Agreement after giving effect to this Amendment. Unless otherwise indicated, all references to sections in this Amendment refer to sections in the Credit Agreement as amended by this Amendment.

Section 2. Amendments to Credit Agreement. The Credit Agreement is hereby amended effective as of the First Amendment Effective Date (as defined below) as follows:

2.1 Section 1.02 of the Credit Agreement is hereby amended by adding the following new defined terms in proper alphabetical order as follows:

“First Amendment” means that certain First Amendment to Fourth Amended and Restated Credit Agreement, dated as of February 23, 2026, by and among the Borrower, the Lenders party thereto and the Administrative Agent.

“First Amendment Effective Date” shall have the meaning given to such term in the First Amendment.

2.2 Section 1.02 of the Credit Agreement is hereby amended by amending and restating the following defined term as follows:

“Aggregate Elected Commitment Amount” means, at any time, an amount equal to the sum of the aggregate Elected Commitments, as the same may be increased, reduced or terminated pursuant to Section 2.06(c). The Aggregate Elected Commitment Amount as of the First Amendment Effective Date is $1,800,000,000.

2.3 The second sentence of Section 2.03 of the Credit Agreement is hereby amended and restated in its entirety as follows:

To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a SOFR Borrowing, not later than 11:00 a.m., Houston time, three U.S. Government Securities Business Days before the date of the proposed Borrowing (or such later time as may be approved by the Administrative Agent in its sole discretion, but in any event not later than 12:00 noon, Houston time, one Business Day before the date of the proposed Borrowing) or (b) in the case of a Base Rate Borrowing, not later than 12:00 noon, Houston time, one Business Day before the date of the proposed Borrowing; provided that no such notice shall be required for any deemed request of a Base Rate Borrowing to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e).

2.4 Annex I to the Credit Agreement is hereby amended and restated in its entirety as set forth on Exhibit A attached hereto.

Section 3. Borrowing Base Redetermination; Elected Commitment Amount Increase. Subject to the satisfaction or waiver in writing of each of the conditions set forth in Section 4 below and in reliance upon the representations, warranties, covenants and agreements contained in this Amendment, (a) the Administrative Agent and each Lender hereby redetermine and increase the Borrowing Base, effective as of the date hereof, to be $1,975,000,000, (b) the Administrative Agent, each Lender and the Borrower hereby agree and acknowledge that such redetermined Borrowing Base shall remain in effect until the date such Borrowing Base is otherwise adjusted pursuant to the terms of the Credit Agreement and (c) the Administrative Agent, each Lender and the Borrower hereby agree and acknowledge that the Aggregate Elected Commitment Amount, effective as of the date hereof, is increased to $1,800,000,000. The Borrower hereby accepts such Borrowing Base as so redetermined to be effective upon the First Amendment Effective Date. The redetermination provided for herein shall be deemed to constitute an Interim Redetermination requested by the Borrower pursuant to Section 2.07(b) of the Credit Agreement, and this Amendment shall constitute the New Borrowing Base Notice in accordance with Section 2.07(d) of the Credit Agreement.

Section 4. Conditions Precedent. This Amendment shall become effective on the date, when each of the following conditions is satisfied (the “First Amendment Effective Date”):

4.1 The Administrative Agent shall have executed and received from the Lenders and the Borrower, counterparts (in such number as may be requested by the Administrative Agent) of this Amendment signed on behalf of each such Person.

4.2 The Administrative Agent shall have received (i) a Reserve Report with respect to the Oil and Gas Properties to be acquired in the Specified Acquisition and (ii) an executed Reserve Report Certificate.

4.3 Immediately after giving effect to this Amendment, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing.

4.4 Each representation and warranty contained in Section 6 hereof shall be true and correct in all material respects (except for those which have a materiality qualifier, which are true and correct in all respects as so qualified), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date.

4.5 The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including, without limitation, fees payable to Lenders in respect of any increases to their respective Elected Commitments and the reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses in accordance with Section 12.03(a) of the Credit Agreement.

4.6 To the extent requested by a Lender, the Administrative Agent shall have received duly executed Notes payable to such Lender in a principal amount equal to its Elected Commitment Amount, dated as of the First Amendment Effective Date.

For purposes of determining compliance with the conditions specified in this Section 4, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed First Amendment Effective Date specifying its objection thereto. The Administrative Agent shall notify the Borrower and the Lenders of the First Amendment Effective Date, and such notice shall be conclusive and binding.

Section 5. Post-Closing Matters.

5.1 Pursuant to Section 8.14(a) of the Credit Agreement, within forty-five (45) days (or such later date as the Administrative Agent may agree in its sole discretion) following the First Amendment Effective Date, the Borrower shall, and shall cause each of its Restricted Subsidiaries to, grant to the Collateral Agent or its designee as security for the Secured Obligations a first-priority Lien on any additional Oil and Gas Properties of the Borrower and the Restricted Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Property is equal to or greater than 85% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the Reserve Report delivered pursuant to Section 4.2(i) above and the Reserve Report delivered to the Administrative Agent on November 5, 2025.

5.2 Within forty-five (45) days (or such later date as the Administrative Agent may agree in its sole discretion) following the First Amendment Effective Date, the Borrower shall have delivered title information to the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent, covering enough of the Oil and Gas Properties, so that the Administrative Agent shall have received reasonably satisfactory title information on at least 80% of the total value of the proved Oil and Gas Properties of the Borrower after giving effect to the Specified Acquisition.

Section 6. Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and the Lenders that:

6.1 Accuracy of Representations and Warranties. Each representation and warranty of each Credit Party contained in each Loan Document are true and correct in all material respects (except for those which have a materiality qualifier, which are true and correct in all respects as so qualified) on and as of the date hereof, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties continue to be true and correct in all material respects (except for those which have a materiality qualifier, which are true and correct in all respects as so qualified) as of such specified earlier date.

6.2 Due Authorization, No Conflicts. The execution, delivery and performance by the Borrower of this Amendment are within the Borrower’s corporate powers, have been duly authorized by necessary action, require no action by or in respect of, or filing with, any governmental body, agency or official (other than filings with the SEC required under applicable law) and do not violate or constitute a default under any provision of applicable law, the Second Lien Indenture or any agreement evidencing Material Debt binding upon any Credit Party, or result in the creation or imposition of any Lien upon any Property of any Credit Party.

6.3 Validity and Binding Effect. This Amendment constitutes the valid and binding obligations of the Borrower enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights generally, and subject to general principles of equity, regardless of whether considered in a proceeding in equity or law.

6.4 Absence of Defaults. No Default or Event of Default has occurred that is continuing immediately prior to and after giving effect to this Amendment.

Section 7. Elected Commitment Amounts and Term Commitments.

(a) Each Lender party hereto hereby agrees (i) to commit to provide its respective Elected Commitment and Term Commitment (if any), in each case, as set forth on Exhibit A to this Amendment, on the terms and subject to the conditions set forth below and (ii) that as of the First Amendment Effective Date, Annex I of the Credit Agreement is amended and restated in its entirety by replacing such Annex I with Exhibit A attached to this Amendment.

(b) On the First Amendment Effective Date, (i) each of the Lenders shall (and does hereby) assign to each other Lender, and (ii) each of the Lenders shall (and does hereby) purchase from each other Lender, at the principal amount thereof, such interests in the outstanding Loans and participations in Letters of Credit outstanding on the First Amendment Effective Date that will result in, after giving effect to all such assignments and purchases, such Loans and participations in Letters of Credit being held by the Lenders ratably in accordance with their Elected Commitment and Term Commitment (if any), respectively, after giving effect to this Amendment and as set forth on Annex I.

(c) Each Lender (i) confirms that it has received a copy of this Amendment, the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or agent thereunder and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

Section 8. Miscellaneous.

8.1 Confirmation. The Credit Agreement and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Security Instruments and all of the Collateral described therein do and shall continue to secure the payment of all Secured Obligations of the Credit Parties under the Loan Documents, in each case, as amended by this Amendment. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the First Amendment Effective Date, this Amendment shall for all purposes constitute a Loan Document. This Amendment does not constitute a novation of the obligations and liabilities under the Credit Agreement or evidence repayment of any such obligations and liabilities.

8.2 Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Amendment by fax, facsimile, as an attachment to an email or other similar electronic means shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Amendment shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention.

8.3 No Oral Agreement. This Amendment, the Credit Agreement and the other Loan Documents represent the final agreement among the parties hereto and thereto and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

8.4 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8.5 Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby in accordance with Section 12.03 of the Credit Agreement.

8.6 Severability. Any provision of this Amendment which is held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

8.7 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

8.8 Miscellaneous. Section 12.09(b), (c) and (d) of the Credit Agreement shall apply to this Amendment, mutatis mutandis.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed effective as of the day and year first above written.

BORROWER:
NORTHERN OIL AND GAS, INC.
By:	/s/ Chad Allen
Name:	Chad Allen
Title:	Chief Financial Officer

Signature Page to