{"filing":{"accession_number":"0001193125-26-237800","cik":"0001104485","ticker":"NOG","company_name":"NORTHERN OIL \u0026 GAS, INC.","form":"8-K","filing_date":"2026-05-26","report_date":null,"primary_document":"d11850d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1104485/000119312526237800/d11850d8k.htm"},"events":[{"id":9001,"run_id":7901,"accession_number":"0001193125-26-237800","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Northern Oil \u0026 Gas entered into a material asset purchase agreement on May 22, 2026, to acquire oil and gas properties from Parallax Energy Operating Inc. for CA$237.0 million in cash plus CA$113.0 million in stock consideration, with potential contingent consideration of CA$25.0 million.","company_name":"NORTHERN OIL \u0026 GAS, INC.","ticker":"NOG","filing_date":"2026-05-26","form":"8-K","submitted_at":null,"items":[{"id":1472,"accession_number":"0001193125-26-237800","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Northern Oil \u0026 Gas entered into a material asset purchase agreement on May 22, 2026, to acquire oil and gas properties from Parallax Energy Operating Inc. for CA$237.0 million in cash plus CA$113.0 million in stock consideration, with potential contingent consideration of CA$25.0 million. This is a classic Item 1.01 material acquisition transaction involving substantial cash and equity consideration that would materially affect the registrant's asset base and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:09:57.258943+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1473,"accession_number":"0001193125-26-237800","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 discloses an unregistered issuance of stock consideration pursuant to a PSA (Purchase and Sale Agreement), relying on Section 4(a)(2) exemption. This is a classic dilutive equity issuance. The reference to Item 1.01 suggests this is part of an M\u0026A transaction, but the Item 3.02 disclosure itself focuses on the unregistered equity component, which is material to existing shareholders due to dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:09:57.258943+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1474,"accession_number":"0001193125-26-237800","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses a press release issued on May 26, 2026 regarding the \"Parallax Acquisition.\" Although filed under Item 7.01 (Regulation FD Disclosure) rather than the typical M\u0026A Items (1.01, 2.01), the substance of the disclosure concerns an acquisition, which is a material event. The reference to \"Parallax Acquisition\" indicates entry into or completion of a material acquisition activity that would affect a reasonable investor's assessment of the company.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:09:57.258943+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":1472,"accession_number":"0001193125-26-237800","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Northern Oil \u0026 Gas entered into a material asset purchase agreement on May 22, 2026, to acquire oil and gas properties from Parallax Energy Operating Inc. for CA$237.0 million in cash plus CA$113.0 million in stock consideration, with potential contingent consideration of CA$25.0 million. This is a classic Item 1.01 material acquisition transaction involving substantial cash and equity consideration that would materially affect the registrant's asset base and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:09:57.258943+00:00","company_name":"NORTHERN OIL \u0026 GAS, INC.","ticker":"NOG","filing_date":"2026-05-26"},{"id":1473,"accession_number":"0001193125-26-237800","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 discloses an unregistered issuance of stock consideration pursuant to a PSA (Purchase and Sale Agreement), relying on Section 4(a)(2) exemption. This is a classic dilutive equity issuance. The reference to Item 1.01 suggests this is part of an M\u0026A transaction, but the Item 3.02 disclosure itself focuses on the unregistered equity component, which is material to existing shareholders due to dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:09:57.258943+00:00","company_name":"NORTHERN OIL \u0026 GAS, INC.","ticker":"NOG","filing_date":"2026-05-26"},{"id":1474,"accession_number":"0001193125-26-237800","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses a press release issued on May 26, 2026 regarding the \"Parallax Acquisition.\" Although filed under Item 7.01 (Regulation FD Disclosure) rather than the typical M\u0026A Items (1.01, 2.01), the substance of the disclosure concerns an acquisition, which is a material event. The reference to \"Parallax Acquisition\" indicates entry into or completion of a material acquisition activity that would affect a reasonable investor's assessment of the company.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:09:57.258943+00:00","company_name":"NORTHERN OIL \u0026 GAS, INC.","ticker":"NOG","filing_date":"2026-05-26"}]}