Northern Oil and Gas Inc美股招股说明书(2026-06-02版)

Northern Oil and Gas, Inc. 3,689,413 Shares of Common Stock This prospectus supplement to the registration of the potential offer and resale of up to 3,689,413 shares (the “Shares”) of our common stock, parvalue $0.001 per share (“common stock”), by the selling stockholder identified in the “Selling Stockholder” section of this prospectus supplement (the“Selling Stockholder”). The Selling Stockholder acquired the Shares on June1, 2026 pursuant to the PSA (as defined herein). We issued the Shares inreliance upon the exemption from registration afforded by Section4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), andareregistering the Shares pursuant to certain registration rights granted to the Selling Stockholder under the Registration Rights Agreement (as definedherein). For information regarding the Selling Stockholder, please refer to the section entitled “Selling Stockholder” on pageS-6 of this prospectussupplement. We are not offering any shares of common stock for sale under this prospectus supplement, and we will not receive any proceeds from the sale ofthe Shares by the Selling Stockholder. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “NOG.” On June1, 2026, the last sale price of ourcommon stock as reported on the NYSE was $22.37per share. This prospectus supplement should be read in conjunction with the prospectus. Any statement contained in the prospectus shall be deemed to bemodified or superseded to the extent this prospectus supplement modifies or supersedes such statement. This prospectus supplement is not completewithout, and may not be delivered or used except in connection with, the prospectus, including all amendments and supplements thereto. An investment in our common stock involves significant risks. You should carefully consider the matters describedunder the caption entitled “RiskFactors” beginning on pageS-4 of this prospectus supplement, as well as documentswe file with the Securities and Exchange Commission that are incorporated by reference in this prospectus supplementand the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is or are truthful or complete. Any representation to the contrary is acriminal offense. Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSRISK FACTORSUSE OF PROCEEDSSELLING STOCKHOLDERPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION Prospectus dated June1, 2026 ABOUT THIS PROSPECTUS WHERE YOU CAN FIND MORE INFORMATIONCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSRISK FACTORSTHE COMPANYUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF WARRANTS DESCRIPTION OF PURCHASE CONTRACTS DESCRIPTION OF UNITS PLAN OF DISTRIBUTION Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the prospectus are part of an “automatic shelf” registration statement that we filed with the Securities andExchange Commission (the “SEC”) as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act utilizing a “shelf” registrationprocess. This document is in two parts. The first part is this prospectus supplement,which describes certain matters relating to us and the SellingStockholder and the specific terms of this offering of shares of common stock by the Selling Stockholder. This prospectus supplement also adds to andupdates information contained in, or incorporated by reference into, the accompanying prospectus.The second part, the accompanying prospectus,provides more general information about us and securities we may offer from time to time, some of which may not apply to this offering. To the extentthere is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the prospectus orin any document incorporated by reference that was filed with the SEC before the date of this prospectus supplement, on the other hand, you should relyon the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another documenthaving a later date (for example, a document incorporated by reference in this prospectus supplement or in the prospectus after the date of thisprospectus supplement) the statement in the document having the later date modifies or supersedes the earlier statement. Any such statement so modifiedor superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or the accompanyingprospectus. We have not, and the Selling Stockholder has not, authorized any other person to provide you with different or additional inform