Northern Oil & Gas, Inc 8-K, filed Dec 8, 2025

Northern Oil & Gas, Inc. (NOG)

8-K 2025-12-08 For: 2025-12-05

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Added on April 12, 2026

About this 8-K

Northern Oil & Gas, Inc filed this 8-K on December 8, 2025, reporting on events of December 5, 2025.

Items reported

Item 1.01: Entered into a material agreement
Item 7.01: Regulation FD disclosure
Item 9.01: Financial statements and exhibits

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Exhibit 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.

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.

99.1		Press Release, dated December 8, 2025.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).


	NORTHERN OIL AND GAS, INC.

	By:	/s/ Erik J. Romslo
		Erik J. Romslo
		Chief Legal Officer and Secretary

Dated: December 8, 2025


		Page

ARTICLE I DEFINITIONS AND INTERPRETATION			1
1.1	Defined Terms		1
1.2	References and Rules of Construction		29

ARTICLE II PURCHASE AND SALE			30
2.1	Purchase and Sale		30
2.2	Excluded Assets		30
2.3	Revenues and Expenses		31

ARTICLE III PURCHASE PRICE			32
3.1	Purchase Price		32
3.2	Deposit		32
3.3	Adjustments to Purchase Price		32
3.4	Preliminary Settlement Statement		34
3.5	Final Settlement Statement		35
3.6	Disputes		35
3.7	Allocation of Purchase Price / Allocated Values		36
3.8	Allocation of Consideration for Tax Purposes		36
3.9	Withholding		37

ARTICLE IV ACCESS; DISCLAIMERS			37
4.1	Access		37
4.2	Confidentiality		39
4.3	Disclaimers		40

ARTICLE V TITLE MATTERS; CASUALTY; TRANSFER RESTRICTIONS			42
5.1	Exclusive Title Remedy		42
5.2	Notice of Title Defects; Defect Adjustments		43
5.3	Casualty Loss		49
5.4	Preferential Purchase Rights, Tag-Along Rights and Consents to Assign		49

ARTICLE VI ENVIRONMENTAL MATTERS			51
6.1	Notice of Environmental Defects		51
6.2	NORM, Wastes and Other Substances		54

ARTICLE VII CERTAIN AGREEMENTS			54
7.1	Conduct of Business		54
7.2	Governmental Bonds		58
7.3	Record Retention		58
7.4	Amendment of Schedules		59
7.5	Assumed Litigation		59
7.6	HSR Act		59
7.7	R&W Insurance Policy		60


7.8	Replacement of Insurance	60
7.9	Successor Operator	61
7.10	Notifications	61
7.11	Cooperation with Financing	61
7.12	Financial Information	64
7.13	Buyer Financing	65
7.14	Capacity Side Letter	67
7.15	NOG JDA	67
7.16	Consent Decree Obligations	67

ARTICLE VIII REPRESENTATIONS AND WARRANTIES OF SELLER		69
8.1	Organization, Existence and Qualification	69
8.2	Authority, Approval and Enforceability	70
8.3	No Conflicts	70
8.4	Consents	71
8.5	Bankruptcy	71
8.6	Foreign Person	71
8.7	Litigation	71
8.8	Material Contracts	71
8.9	No Violation of Laws	73
8.10	Preferential Rights	73
8.11	Imbalances	73
8.12	Current Commitments	73
8.13	Environmental	74
8.14	Taxes	74
8.15	Brokers’ Fees	76
8.16	Suspense Funds	76
8.17	Special Warranty of Title	76
8.18	Royalties and Working Interest Payments	76
8.19	Wells	77
8.20	Credit Support	77
8.21	Non-Consent Operations	77
8.22	Casualty Loss and Condemnation	77
8.23	Advance Payments	77
8.24	Lease Status	78
8.25	Permits	78
8.26	Payout Balances	79
8.27	Reserved	79
8.28	Specified Matters	79
8.29	Reserved	79
8.30	Personal Property	79
8.31	Regulatory Matters	79
8.32	Reserved	80
8.33	Reserved	80
8.34	Sufficiency of Assets	80
8.35	Gathering System Property	80
8.36	Absence of Changes	81


8.37	Lease Operating Statements	82
8.38	Employee Benefit Plans	82
8.39	Labor and Employment Matters	82
8.40	Affiliate Arrangements	83

ARTICLE IX REPRESENTATIONS AND WARRANTIES OF BUYER		84
9.1	Organization, Existence and Qualification	84
9.2	Authority, Approval and Enforceability	84
9.3	No Conflicts	84
9.4	Consents	84
9.5	Bankruptcy	84
9.6	Litigation	85
9.7	Financing	85
9.8	Regulatory	86
9.9	Independent Evaluation	86
9.10	Brokers’ Fees	86
9.11	Accredited Investor	87
9.12	Due Diligence	87
9.13	Business Use, Bargaining Position	87

ARTICLE X BUYER’S CONDITIONS TO CLOSING		87
10.1	Representations	87
10.2	Performance	88
10.3	No Legal Proceedings	88
10.4	Title Defects and Environmental Defects	88
10.5	Closing Certificate	88
10.6	Closing Deliverables	88
10.7	HSR Act	88
10.8	Concurrent PSA	88

ARTICLE XI SELLER’S CONDITIONS TO CLOSING		89
11.1	Representations	89
11.2	Performance	89
11.3	No Legal Proceedings	89
11.4	Title Defects and Environmental Defects	89
11.5	Closing Certificate	89
11.6	Closing Deliverables	89
11.7	HSR Act	89
11.8	Concurrent PSA	89

ARTICLE XII CLOSING		90
12.1	Date of Closing	90
12.2	Place of Closing	90
12.3	Failure to Close	90
12.4	Closing Obligations	90
12.5	Records	92
12.6	Recording	92
12.7	Post-Closing Obligations	92


ARTICLE XIII TERMINATION; DEFAULT AND REMEDIES		93
13.1	Right of Termination	93
13.2	Effect of Termination	94
13.3	Return of Documentation and Confidentiality	96

ARTICLE XIV ASSUMPTION; INDEMNIFICATION; SURVIVAL		96
14.1	Assumption by Buyer	96
14.2	Indemnities of Buyer	98
14.3	Retained Liabilities of Seller	98
14.4	Express Negligence	98
14.5	Exclusive Remedy	99
14.6	Indemnification Procedures	99
14.7	Survival	101
14.8	Waiver of Right to Rescission	101
14.9	Insurance	102
14.10	Non-Compensatory Damages	102
14.11	Disclaimer of Application of Anti-Indemnity Statutes	102

ARTICLE XV EMPLOYEES		102
15.1	Employee Matters	102

ARTICLE XVI MISCELLANEOUS		106
16.1	Exhibits and Schedules	106
16.2	Expenses	106
16.3	Taxes	106
16.4	Assignment	111
16.5	Preparation of Agreement	111
16.6	Publicity	111
16.7	Notices	112
16.8	Further Cooperation	114
16.9	No Recourse	114
16.10	Entire Agreement; Conflicts	114
16.11	Parties in Interest	115
16.12	Amendment	115
16.13	Waiver; Rights Cumulative	115
16.14	Conflict of Law Jurisdiction, Venue; Jury Waiver	115
16.15	Like-Kind Exchange	116
16.16	Severability	116
16.17	Counterparts	117
16.18	Time is of the Essence	117
16.19	Seller Joint and Several Liability; Buyer Several Liability	117
16.20	Buyer Representative	117
16.21	Debt Financing Sources	117


Exhibit A-1	—	Leases; Mineral Interests
Exhibit A-2	—	Rights-of-Way
Exhibit A-3	—	Surface Fee
Exhibit B	—	Wells; Well Pad Locations
Exhibit C	—	Monroe Gathering Systems
Exhibit D	—	Inventory
Exhibit E	—	Transferred Vehicles
Exhibit F	—	Assigned Surface
Exhibit G	—	Allocated Values
Exhibit H	—	Form of Assignment and Bill of Sale
Exhibit I	—	Form of Deed
Exhibit J	—	Form of R&W Insurance Policy
Exhibit K	—	R&W Conditional Binder
Exhibit L	—	[Reserved]
Exhibit M	—	Form of Seller’s Certificate
Exhibit N	—	Form of Buyer’s Certificate
Exhibit O	—	Certain Applicable Contracts
Exhibit P	—	Form of Transition Services Agreement
Exhibit Q	—	Specified Contracts
Exhibit R	—	Specified Inventory
Exhibit S	—	[Reserved]
Exhibit T	—	Consent Decree
Exhibit U	—	Capacity Side Letter

SCHEDULES:

Schedule 1.1A	—	Seller Knowledge Persons
Schedule 1.1B	—	Infinity Knowledge Persons
Schedule 1.1C	—	NOG Knowledge Persons
Schedule 1.1(cc)	—	Certain Excluded Assets
Schedule 7.1	—	Conduct of Business
Schedule 7.2	—	Governmental Bonds
Schedule 7.5	—	Assumed Litigation
Schedule 8.4	—	Consents
Schedule 8.7	—	Litigation
Schedule 8.8(a)	—	Material Contracts
Schedule 8.8(b)	—	Material Contract Matters
Schedule 8.9	—	No Violation of Laws
Schedule 8.10	—	Preferential Rights
Schedule 8.11	—	Imbalances
Schedule 8.12	—	Current Commitments
Schedule 8.13	—	Environmental
Schedule 8.14	—	Asset Taxes


Schedule 8.16	—	Suspense Funds
Schedule 8.18	—	Royalties and Working Interest Payments
Schedule 8.19(a)	—	Wells P&A
Schedule 8.19(b)	—	Wells Compliance
Schedule 8.19(c)	—	Wells P&A Compliance
Schedule 8.19(d)	—	Wells Allowables
Schedule 8.20	—	Credit Support
Schedule 8.21	—	Non-Consent Operations
Schedule 8.23	—	Advance Payments
Schedule 8.25(a)	—	Permits
Schedule 8.25(b)	—	APDs
Schedule 8.26	—	Payout Balances
Schedule 8.28	—	Specified Matters
Schedule 8.30	—	Personal Property
Schedule 8.32	—	No Transfer
Schedule 8.34	—	Sufficiency of Assets
Schedule 8.35(a)	—	Monroe Gathering Systems Owned Real Property
Schedule 8.35(b)	—	Monroe Gathering Systems Leased Real Property
Schedule 8.35(c)	—	Gathering Systems Rights-of-Way and Permits
Schedule 8.35(d)	—	Monroe Gathering Systems
Schedule 8.36	—	Absence of Changes
Schedule 8.37		Lease Operating Statements
Schedule 8.38	—	Employee Benefit Plans
Schedule 8.39(a)	—	Labor and Employment Matters
Schedule 8.40	—	Affiliate Arrangements
Schedule 14.3	—	Retained Liabilities of Seller
Schedule 15.1	—	Business Employees
Schedule PE	—	Permitted Encumbrances


SELLER:

ANTERO RESOURCES CORPORATION

By:		/s/ Brendan Krueger
Name: Brendan Krueger
Title: Chief Financial Officer and Treasurer

ANTERO MINERALS LLC

By:		/s/ Brendan Krueger
Name: Brendan Krueger
Title: Chief Financial Officer and Treasurer

MONROE PIPELINE LLC

By:		/s/ Brendan Krueger
Name: Brendan Krueger
Title: Chief Financial Officer and Treasurer


BUYER:

INFINITY NATURAL RESOURCES LLC

By:		/s/ Zack Arnold
Name: Zack Arnold
Title: President and Chief Executive Officer

NORTHERN OIL AND GAS, INC.

By:		/s/ Nicholas O’Grady
Name: Nicholas O’Grady
Title: Chief Executive Officer


ARTICLE VI REPRESENTATIONS AND WARRANTIES OF SELLER		43
6.1	Organization, Existence and Qualification	43
6.2	Authority, Approval and Enforceability	44
6.3	No Conflicts	44
6.4	Consents	45
6.5	Bankruptcy	45
6.6	Foreign Person	45
6.7	Litigation	45
6.8	Material Contracts	45
6.9	No Violation of Laws	47
6.10	Preferential Rights	47
6.11	Imbalances	47
6.12	Capital Commitments	47
6.13	Environmental	47
6.14	Taxes	48
6.15	Brokers’ Fees	48
6.16	Credit Support	49
6.17	Casualty Loss and Condemnation	49
6.18	Permits	49
6.19	Reserved	49
6.20	Specified Matters	49
6.21	Reserved	49
6.22	Personal Property	50
6.23	Regulatory Matters	50
6.24	Sufficiency of Assets	50
6.25	Reserved	50
6.26	Throughput Data	50
6.27	Property	50
6.28	Absence of Changes	52
6.29	Employee Benefit Plans	52
6.30	Labor and Employment Matters	53
6.31	Affiliate Arrangements	53

ARTICLE VII REPRESENTATIONS AND WARRANTIES OF BUYER		54
7.1	Organization, Existence and Qualification	54
7.2	Authority, Approval and Enforceability	54
7.3	No Conflicts	54
7.4	Consents	54
7.5	Bankruptcy	55
7.6	Litigation	55
7.7	Financing	55
7.8	Regulatory	56
7.9	Independent Evaluation	56
7.10	Brokers’ Fees	57
7.11	Accredited Investor	57
7.12	Due Diligence	57
7.13	Business Use, Bargaining Position	57


ARTICLE VIII BUYER’S CONDITIONS TO CLOSING		57
8.1	Representations	57
8.2	Performance	58
8.3	No Legal Proceedings	58
8.4	Closing Certificate	58
8.5	Closing Deliverables	58
8.6	HSR Act	58
8.7	Concurrent PSA	58

ARTICLE IX SELLER’S CONDITIONS TO CLOSING		58
9.1	Representations	58
9.2	Performance	59
9.3	No Legal Proceedings	59
9.4	Closing Certificate	59
9.5	Closing Deliverables	59
9.6	HSR Act	59
9.7	Concurrent PSA	59

ARTICLE X CLOSING		59
10.1	Date of Closing	59
10.2	Place of Closing	59
10.3	Failure to Close	59
10.4	Closing Obligations	60
10.5	Records	61
10.6	Recording	61
10.7	Post-Closing Obligations	61

ARTICLE XI TERMINATION; DEFAULT AND REMEDIES		62
11.1	Right of Termination	62
11.2	Effect of Termination	63
11.3	Return of Documentation and Confidentiality	64

ARTICLE XII [RESERVED]		65

ARTICLE XIII ASSUMPTION; INDEMNIFICATION; SURVIVAL		65
13.1	Assumption by Buyer	65
13.2	Indemnities of Buyer	66
13.3	[reserved]	66
13.4	Express Negligence	66
13.5	Exclusive Remedy	67
13.6	Indemnification Procedures	68
13.7	Survival	69
13.8	Waiver of Right to Rescission	70
13.9	Insurance	70
13.10	Non-Compensatory Damages	70
13.11	Disclaimer of Application of Anti-Indemnity Statutes	70


ARTICLE XIV EMPLOYEES		70
14.1	Employee Matters	70

ARTICLE XV MISCELLANEOUS		74
15.1	Exhibits and Schedules	74
15.2	Expenses	74
15.3	Taxes	74
15.4	Assignment	77
15.5	Preparation of Agreement	77
15.6	Publicity	78
15.7	Notices	78
15.8	Further Cooperation	80
15.9	No Recourse	80
15.10	Entire Agreement; Conflicts	80
15.11	Parties in Interest	81
15.12	Amendment	81
15.13	Waiver; Rights Cumulative	81
15.14	Conflict of Law Jurisdiction, Venue; Jury Waiver	81
15.15	Like-Kind Exchange	82
15.16	Severability	83
15.17	Counterparts	83
15.18	Time is of the Essence	83
15.19	Seller Joint and Several Liability; Buyer Several Liability	83
15.20	Buyer Representative	83
15.21	Debt Financing Sources	83


EXHIBITS:

Exhibit A	—	Gas Gathering System
Exhibit B	—	Water Facilities
Exhibit C	—	Rights-of-Way
Exhibit D	—	Inventory
Exhibit E	—	Transferred Vehicles
Exhibit F	—	Assigned Surface
Exhibit G	—	Allocated Values
Exhibit H	—	Form of Assignment and Bill of Sale
Exhibit I	—	Form of Deed
Exhibit J	—	Form of R&W Insurance Policy
Exhibit K	—	R&W Conditional Binder
Exhibit L	—	[Reserved]
Exhibit M	—	Form of Seller’s Certificate
Exhibit N	—	Form of Buyer’s Certificate
Exhibit O	—	Certain Applicable Contracts
Exhibit P	—	Form of Transition Services Agreement
Exhibit Q	—	Specified Contracts
Exhibit R	—	Specified Inventory


Schedule 6.22	—	Property
Schedule 6.24	—	Sufficiency of Assets
Schedule 6.26	—	Throughput Data
Schedule 6.27(a)	—	Gathering Systems Owned Real Property
Schedule 6.27(b)	—	Gathering Systems Leased Real Property
Schedule 6.27(c)	—	Gathering Systems Rights-of-Way and Permits
Schedule 6.27(d)	—	Gathering Systems
Schedule 6.28	—	Absence of Changes
Schedule 6.29(a)	—	Employee Benefit Plans
Schedule 6.30(a)	—	Labor and Employment Matters
Schedule 6.31	—	Affiliate Arrangements
Schedule 14.1	—	Business Employees
Schedule PE	—	Permitted Encumbrances


SELLER:

ANTERO MIDSTREAM LLC

By:		/s/ Justin Agnew
Name:		Justin Agnew
Title:		Chief Financial Officer and Vice President - Finance

ANTERO WATER LLC

By:		/s/ Justin Agnew
Name:		Justin Agnew
Title:		Chief Financial Officer and Vice President - Finance

ANTERO TREATMENT LLC

By:		/s/ Justin Agnew
Name:		Justin Agnew
Title:		Chief Financial Officer and Vice President - Finance