Northern Oil and Gas, Inc. (NYSE: NOG) (“NOG” or “Company”) today announced the Company’s third quarter results.
MANAGEMENT COMMENTS
“The third quarter was a record for NOG, and the drivers matter as much as the results. We set new highs for total production, natural gas volumes and Adjusted EBITDA, and generated nearly $150 million of Free Cash Flow even as activity increased across our oil-weighted basins. Our assets are self-funding their own growth and still generating substantial excess cash, and we’re putting that cash to work. We cut total debt by more than $100 million, brought leverage below 1.5 times a quarter ahead of our year-end goal, and continued buying back our own shares,” stated Nick O’Grady, Chief Executive Officer.
“With every region performing, we are raising full-year production guidance while holding our capital budget unchanged. Put simply, we expect to deliver more for the same capital. Our shares, like many in our sector, trade at a deep discount to the value of the assets underneath them. We don’t see that as a setback. We see it as an opportunity which we intend to seize upon. This quarter’s records are not a ceiling. We are a company run by investors, for investors, and we intend to keep delivering like one.”
FINANCIAL RESULTS
Oil and natural gas sales for the third quarter were $697.7 million. Third quarter GAAP net loss was $111.8 million or $1.06 per diluted share, driven by non-cash mark-to-market losses on derivatives. Third quarter Adjusted Net Income was $142.2 million or $1.32 per adjusted diluted share. Adjusted EBITDA in the third quarter was $444.5 million, an 11% increase from the second quarter of 2026, driven primarily by increased production volumes. See “Non-GAAP Financial Measures” below.
PRODUCTION
Third quarter 2026 production averaged 156,239 Boe per day, a 19% increase from the third quarter of 2025. Oil represented approximately 48% of total production in the third quarter at an average of 74,837 Bbls per day. During the quarter, NOG added 23.9 net wells to production, compared to 12.7 net wells in the second quarter, excluding major acquisitions. Year to date, the Company has added 53.7 net wells to production.
Well performance continues to be strong across all of NOG’s basins. Appalachian volumes set another production record as the wells from our completed joint development program in West Virginia continue to outperform and our Utica joint development begins to accelerate activity. Consistent with the first half of 2026, in the third quarter NOG’s Uinta Assets continued to outperform versus internal estimates both on legacy production as well as on the 2026 development program.
PRICING
During the third quarter, NOG’s unhedged net realized oil price was $82.83 per Bbl. The Company’s average differential to WTI prices was $2.84, as compared to $3.03 in the second quarter of 2026 and improved by 27% from the third quarter of 2025. NOG’s unhedged net realized gas price in the third quarter was $2.84 per Mcf, representing a 98% realization compared with Henry Hub pricing. Natural gas realizations have improved meaningfully year to date as Waha pricing has normalized and NGL realizations continue to show strength.
HEDGING
In the third quarter, the Company recorded a non-cash unrealized mark-to-market loss on derivatives of approximately $308.0 million, driven by changes to the value of the Company’s derivatives portfolio. Realized hedge losses were $51.4 million as gains on the Company’s natural gas hedges were more than offset by losses on the Company’s crude oil hedges.
OPERATING COSTS
Lease operating costs were $143.5 million in the third quarter of 2026, or $9.98 per Boe, 2% higher on a per unit basis compared to the third quarter of 2025, driven in part by higher processing costs. Production taxes were $48.3 million in the third quarter of 2026, compared to $28.7 million in the third quarter of 2025 due to higher revenues derived by higher oil prices as well as record gas volumes. Third quarter general and administrative (“G&A”) costs totaled $18.0 million or $1.25 per Boe, as compared to $1.17 per Boe in the third quarter of 2025. The increase was primarily driven by higher general corporate costs to support the Company’s growth initiatives. NOG’s adjusted cash G&A costs, which excludes non-cash share-based compensation and acquisition cost amounts of $4.5 million and $0.9 million, respectively, totaled $12.6 million or $0.88 per Boe in the third quarter, down $0.06 per Boe compared to the second quarter of 2026.
CAPITAL EXPENDITURES AND ACQUISITIONS
Capital expenditures for the third quarter were $247.3 million (excluding non-budgeted acquisitions and other). This was comprised of $190.7 million of total drilling and completion (“D&C”) capital on organic assets, and $56.5 million of Ground Game activity, inclusive of associated development costs. Normalized well costs on the Company’s AFE elections improved 2.9% quarter over quarter averaging approximately $739 per lateral foot in the third quarter, as compared to $761 in the second quarter of 2026. NOG’s Williston Basin spending was 33% of the capital expenditures for the third quarter followed by the Permian at 31%, Appalachian at 16%, the Duvernay at 11% and the Uinta at 9%.
LIQUIDITY AND CAPITAL RESOURCES
NOG had total liquidity of $1.6 billion as of September 30, 2026, consisting of $1,577.0 million of committed borrowing availability under its Revolving Credit Facility and $26.4 million of cash on hand. The Company has a weighted average debt maturity of 5.3 years and its earliest maturity is not until 2029. NOG exited the quarter with a net debt to annualized Adjusted EBITDA ratio of 1.47 times.
In August, NOG issued $500 million of 7.5% Senior Notes due 2034 in an oversubscribed offering. Proceeds of the offering were used to pay down a portion of the outstanding balance under the Company’s revolving credit facility and for general corporate purposes.
In November, the Company completed its semi-annual borrowing base redetermination under its reserves-based revolving credit facility (the “Facility”). In connection with the redetermination, the elected commitment and borrowing base remain unchanged at $1.8 billion and $1.975 billion, respectively.
SHAREHOLDER RETURNS
In August 2026, the Company’s board of directors declared a cash dividend on the Company’s common stock in the amount of $0.45 per share. The dividend was paid on October 30, 2026, to stockholders of record as of the close of business on September 29, 2026.
In November 2026, the Company’s board of directors declared a cash dividend on the Company’s common stock in the amount of $0.45 per share. The dividend will be paid on January 29, 2027, to stockholders of record as of the close of business on December 30, 2026.
During the third quarter, the Company repurchased 667,989 shares of its common stock at an average price of $23.96, including commissions.
In July 2026, NOG’s Board of Directors authorized a $150.0 million increase to the Company’s common stock repurchase program, which provides a current total repurchase capacity of approximately $227.2 million as of September 30, 2026.
2026 ANNUAL GUIDANCE
NOG is raising its annual production guidance for the year to reflect outperformance in the third quarter. The Company is maintaining its Capital Expenditures budget guidance but expects Cap Ex to trend toward the high-end of the range based on current activity levels. Ranges for operating costs, production taxes and cash G&A have been adjusted to reflect costs incurred year to date. Ranges for oil differentials and gas realizations have been adjusted for year to date actuals and expectations for the fourth quarter.
|
|
Previous Guidance (August 2026) |
|
Revised FY 2026 Guidance |
|
Annual Production (2-stream, Boe per day) |
143,000 – 148,000 |
|
147,000 – 150,000 |
|
Annual Oil Production (Bbls per day) |
71,500 – 73,500 |
|
71,750 – 73,500 |
|
Total Budgeted Capital Expenditures ($ in millions) |
$850 – $900 |
|
$850 – $900 |
|
Net Total Wells Turned-in-Line |
74.0 – 76.0 |
|
74.0 – 76.0 |
|
Operating Expenses and Differentials |
|
|
|
|
LOE/Production Expenses (per Boe) |
$9.70 – $9.80 |
|
$9.75 – $9.85 |
|
Production Taxes (as a percentage of Oil & Gas Sales) |
7.5% – 8.0% |
|
7.00% – 7.25% |
|
Oil Differential to NYMEX WTI (per Bbl) |
($5.00 – $5.40) |
|
($4.00 – $4.50) |
|
Gas Realization as a Percentage of NYMEX Henry Hub (per Mcf) |
70.0% – 75.0% |
|
77.5% – 82.5% |
|
DD&A Rate (per Boe) |
$15.00 – $15.50 |
|
$15.00 – $15.50 |
|
General and Administrative Expense (per Boe): |
|
|
|
|
Non-Cash |
$0.25 – $0.30 |
|
$0.25 – $0.30 |
|
Cash (excluding transaction costs on non-budgeted acquisitions) |
$0.83 – $0.86 |
|
$0.85 – $0.90 |
THIRD QUARTER 2026 RESULTS
The following tables set forth selected operating and financial data for the periods indicated.
|
|
Three Months Ended September 30, |
||||||||||
|
|
|
2026 |
|
|
|
2025 |
|
|
% Change |
||
|
Net Production: |
|
|
|
|
|
|
|
||||
|
Oil (MBbl) |
|
6,885 |
|
|
|
6,656 |
|
|
3 |
% |
|
|
Natural Gas (MMcf) |
|
44,932 |
|
|
|
32,407 |
|
|
|
39 |
% |
|
Total (MBoe) |
|
14,374 |
|
|
|
12,057 |
|
|
|
19 |
% |
|
|
|
|
|
|
|
||||||
|
Average Daily Production: |
|
|
|
|
|
||||||
|
Oil (Bbl) |
|
74,837 |
|
|
|
72,348 |
|
|
|
3 |
% |
|
Natural Gas (Mcf) |
|
488,391 |
|
|
|
352,250 |
|
|
|
39 |
% |
|
Total (Boe) |
|
156,239 |
|
|
|
131,054 |
|
|
|
19 |
% |
|
|
|
|
|
|
|
||||||
|
Average Sales Prices: |
|
|
|
|
|
||||||
|
Oil (per Bbl) |
$ |
82.83 |
|
|
$ |
61.08 |
|
|
|
36 |
% |
|
Effect of Gain (Loss) on Settled Oil Derivatives on Average Price (per Bbl) |
|
(10.51 |
) |
|
|
4.78 |
|
|
|
(320 |
)% |
|
Oil Net of Settled Oil Derivatives (per Bbl) |
|
72.32 |
|
|
|
65.86 |
|
|
|
10 |
% |
|
|
|
|
|
|
|
||||||
|
Natural Gas and NGLs (per Mcf) |
|
2.84 |
|
|
|
2.52 |
|
|
|
13 |
% |
|
Effect of Gain on Settled Natural Gas Derivatives on Average Price (per Mcf) |
|
0.47 |
|
|
|
0.73 |
|
|
|
(36 |
)% |
|
Natural Gas and NGLs Net of Settled Natural Gas and NGL Derivatives (per Mcf) |
|
3.31 |
|
|
|
3.25 |
|
|
|
2 |
% |
|
|
|
|
|
|
|
||||||
|
Realized Price on a Boe Basis Excluding Settled Commodity Derivatives |
|
48.54 |
|
|
|
40.49 |
|
|
|
20 |
% |
|
Effect of Gain (Loss) on Settled Commodity Derivatives on Average Price (per Boe) |
|
(3.58 |
) |
|
|
4.59 |
|
|
|
(178 |
)% |
|
Realized Price on a Boe Basis Including Settled Commodity Derivatives |
|
44.96 |
|
|
|
45.08 |
|
|
|
— |
% |
|
|
|
|
|
|
|
||||||
|
Costs and Expenses (per Boe): |
|
|
|
|
|
||||||
|
Production Expenses |
$ |
9.98 |
|
|
$ |
9.81 |
|
|
|
2 |
% |
|
Production Taxes |
|
3.36 |
|
|
|
2.38 |
|
|
|
41 |
% |
|
General and Administrative Expenses |
|
1.25 |
|
|
|
1.17 |
|
|
|
7 |
% |
|
Depletion, Depreciation, Amortization and Accretion |
|
14.47 |
|
|
|
16.53 |
|
|
|
(12 |
)% |
|
|
|
|
|
|
|
||||||
|
Net Producing Wells at Period End |
|
1,391.2 |
|
|
|
1,174.2 |
|
|
|
18 |
% |
HEDGING UPDATE
NOG hedges portions of its expected production volumes to increase the predictability of its cash flow and to help maintain a strong financial position. The following table summarizes NOG’s open crude oil commodity derivative contracts scheduled to settle after September 30, 2026.
|
|
|
Crude Oil Commodity Derivative Swaps(1) |
|
Crude Oil Commodity Derivative Collars |
|||||||||||||||||
|
Contract Period |
|
Volume (Bbls/Day) |
|
Weighted Average Price ($/Bbl) |
|
Collar Sub-Floor Volume (Bbls/Day) |
|
Collar Floor Volume (Bbls/Day) |
|
Collar Ceiling Volume (Bbls/Day) |
|
Weighted Average Sub-Floor Price ($/Bbl) |
|
Weighted Average Floor Price ($/Bbl) |
|
Weighted Average Ceiling Price ($/Bbl) |
|||||
|
2026(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Q4 |
|
19,745 |
|
|
68.26 |
|
2,250 |
|
19,187 |
|
26,680 |
|
|
47.22 |
|
|
62.34 |
|
|
71.44 |
|
|
2027(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Q1 |
|
12,375 |
|
$ |
72.14 |
|
5,000 |
|
9,250 |
|
9,250 |
|
$ |
47.50 |
|
$ |
63.81 |
|
$ |
77.64 |
|
|
Q2 |
|
9,950 |
|
|
70.49 |
|
5,500 |
|
9,750 |
|
9,750 |
|
|
48.64 |
|
|
64.13 |
|
|
76.88 |
|
|
Q3 |
|
5,500 |
|
|
70.50 |
|
3,421 |
|
6,842 |
|
6,842 |
|
|
50.85 |
|
|
66.46 |
|
|
78.80 |
|
|
Q4 |
|
5,500 |
|
|
70.50 |
|
3,000 |
|
6,000 |
|
6,000 |
|
|
51.67 |
|
|
67.43 |
|
|
79.82 |
|
|
2028(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Q1 |
|
500 |
|
$ |
70.04 |
|
— |
|
— |
|
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
|
Q2 |
|
500 |
|
|
70.04 |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Q3 |
|
500 |
|
|
70.04 |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Q4 |
|
500 |
|
|
70.04 |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2029(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Q1 |
|
500 |
|
$ |
70.04 |
|
— |
|
— |
|
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
|
Q2 |
|
500 |
|
|
70.04 |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Q3 |
|
500 |
|
|
70.04 |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Q4 |
|
500 |
|
|
70.04 |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
_____________ |
|
|
(1) |
Includes derivative contracts entered into as of October 27, 2026. This table does not include volumes subject to swaptions and call options, which are crude oil derivative contracts NOG has entered into which may increase swapped volumes at the option of NOG’s counterparties. This table also does not include basis swaps. |
The following table summarizes NOG’s open natural gas commodity derivative contracts scheduled to settle after September 30, 2026.
|
|
|
Natural Gas Commodity Derivative Swaps(1) |
|
Natural Gas Commodity Derivative Collars |
||||||||||||
|
Contract Period |
|
Volume (MMBTU/Day) |
|
Weighted Average Price ($/MMBTU) |
|
Collar Floor Volume (MMBTU/Day) |
|
Collar Ceiling Volume (MMBTU/Day) |
|
Weighted Average Floor Price ($/MMBTU) |
|
Weighted Average Ceiling Price ($/MMBTU) |
||||
|
2026(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Q4 |
|
131,685 |
|
|
4.16 |
|
160,214 |
|
160,214 |
|
|
3.35 |
|
|
5.03 |
|
|
2027(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Q1 |
|
79,167 |
|
$ |
3.98 |
|
67,500 |
|
67,500 |
|
$ |
3.00 |
|
$ |
4.85 |
|
|
Q2 |
|
80,879 |
|
|
3.98 |
|
55,604 |
|
55,604 |
|
|
3.00 |
|
|
4.44 |
|
|
Q3 |
|
80,000 |
|
|
3.98 |
|
55,000 |
|
55,000 |
|
|
3.00 |
|
|
4.44 |
|
|
Q4 |
|
64,783 |
|
|
3.94 |
|
39,837 |
|
39,837 |
|
|
3.04 |
|
|
4.41 |
|
|
2028(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Q1 |
|
28,077 |
|
$ |
3.83 |
|
9,890 |
|
9,890 |
|
$ |
3.50 |
|
$ |
4.17 |
|
|
Q2 |
|
20,220 |
|
|
3.83 |
|
10,110 |
|
10,110 |
|
|
3.50 |
|
|
4.17 |
|
|
Q3 |
|
20,000 |
|
|
3.83 |
|
10,000 |
|
10,000 |
|
|
3.50 |
|
|
4.17 |
|
|
Q4 |
|
16,630 |
|
|
3.85 |
|
10,000 |
|
10,000 |
|
|
3.50 |
|
|
4.07 |
|
|
2029(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Q1 |
|
— |
|
$ |
— |
|
9,889 |
|
9,889 |
|
$ |
3.50 |
|
$ |
3.88 |
|
|
Q2 |
|
— |
|
|
— |
|
10,110 |
|
10,110 |
|
|
3.50 |
|
|
3.88 |
|
|
Q3 |
|
— |
|
|
— |
|
10,000 |
|
10,000 |
|
|
3.50 |
|
|
3.88 |
|
|
Q4 |
|
— |
|
|
— |
|
6,630 |
|
6,630 |
|
|
3.50 |
|
|
3.88 |
|
|
_____________ |
|
|
(1) |
Includes derivative contracts entered into as of October 27, 2026. This table does not include volumes subject to swaptions and call options, which are natural gas derivative contracts NOG has entered into which may increase swapped volumes at the option of NOG’s counterparties. This table also does not include basis swaps. |
The following table summarizes NOG’s open NGL commodity derivative contracts scheduled to settle after September 30, 2026.
|
Natural Gas Liquids Commodity Derivative Swaps(1) |
||||
|
|
|
Swaps |
||
|
Contract Period |
|
Volume (BBL/Day) |
|
Weighted Average Price ($/BBL) |
|
2026(1) |
|
|
|
|
|
Q4 |
|
875 |
|
33.32 |
|
2027(1) |
|
|
|
|
|
Q1 |
|
725 |
|
$ 32.30 |
|
Q2 |
|
650 |
|
30.73 |
|
Q3 |
|
625 |
|
30.69 |
|
Q4 |
|
575 |
|
30.87 |
|
_____________ |
|
|
(1) |
Includes derivative contracts entered into as of October 27, 2026. |
The following table presents NOG’s settlements on commodity derivative instruments and unsettled gains and losses on open commodity derivative instruments for the periods presented, which is included in the revenue section of NOG’s statement of operations:
|
|
Three Months Ended September 30, |
||||||
|
(In thousands) |
|
2026 |
|
|
|
2025 |
|
|
Cash Received (Paid) on Settled Derivatives, Net |
$ |
(51,403 |
) |
|
$ |
55,390 |
|
|
Non-Cash Mark-to-Market Gain (Loss) on Derivatives |
|
(308,047 |
) |
|
|
15,379 |
|
|
Gain (Loss) on Commodity Derivatives, Net |
$ |
(359,450 |
) |
|
$ |
70,769 |
|
CAPITAL EXPENDITURES & DRILLING ACTIVITY
|
(In thousands, except for net well data and dollars per foot) |
|
Three Months Ended September 30, 2026 |
|
|
Capital Expenditures Incurred: |
|
|
|
|
Organic Drilling and Development Capital Expenditures |
|
$ |
190,739 |
|
Ground Game Acquisition Capital Expenditures, Inclusive of Development Costs |
|
$ |
56,515 |
|
Other |
|
$ |
4,947 |
|
Non-Budgeted Acquisitions |
|
$ |
8,272 |
|
|
|
|
|
|
Net Wells Added to Production |
|
|
23.9 |
|
|
|
|
|
|
Net Producing Wells (Period-End) |
|
|
1,391.2 |
|
|
|
|
|
|
Net Wells in Process (Period-End) |
|
|
45.8 |
|
|
|
|
|
|
Weighted Average Gross AFE for Wells Elected to |
|
$ |
10,610 |
|
Weighted Average Gross AFE for Wells Elected to, normalized for lateral length ($ per foot) |
|
$ |
739 |
THIRD QUARTER 2026 EARNINGS RELEASE CONFERENCE CALL
In conjunction with NOG’s release of its financial and operating results, investors, analysts and other interested parties are invited to listen to a conference call with management on Friday, November 6, 2026 at 8:00 a.m. Central Time.
Those wishing to listen to the conference call may do so via webcast or phone as follows:
Webcast: https://events.q4inc.com/attendee/139482049
Dial-In Number: (833) 461-5787 (US/Canada) and (585) 542-9983 (International)
Conference ID: 139482049 – NOG Third Quarter 2026 Earnings Conference Call
Replay Dial-In Number: (833) 309-1852 (US/Canada) and (929) 828-5978 (International)
Replay Access Code: 139482049 – Replay will be available through November 5, 2027
ABOUT NOG
Northern Oil and Gas (NOG) is the largest publicly traded dedicated non-operator in the United States, built on a differentiated strategy of acquiring non-operated minority working interests and mineral rights across the premier basins of North America. By combining deep industry relationships with disciplined capital allocation, NOG has built a scaled, diversified portfolio that generates durable production and strong cash flow for its shareholders. More information about NOG can be found at www.noginc.com.
SAFE HARBOR
This press release contains forward-looking statements regarding future events and future results that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this release regarding NOG’s financial position, operating and financial performance, business strategy, dividend plans and practices, plans and objectives of management for future operations, industry conditions, indebtedness covenant compliance, capital expenditures, production, cash flow, borrowing base under NOG’s Revolving Credit Facility, NOG’s intention or ability to pay or increase dividends on its capital stock, and impairment are forward-looking statements. When used in this release, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “continue,” “anticipate,” “target,” “could,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating or making assumptions about actual or potential future production, sales, market size, collaborations, cash flows, and trends or operating results also constitute such forward-looking statements.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond NOG’s control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: changes in crude oil and natural gas prices, the pace of drilling and completions activity on NOG’s current properties and properties pending acquisition; infrastructure constraints and related factors affecting NOG’s properties; general economic or industry conditions, whether internationally, nationally and/or in the communities in which NOG conducts business, including any future economic downturn, cost inflation, supply chain disruptions, the impact of continued or further inflation, disruption in the financial markets, changes in the interest rate environment and actions taken by OPEC and other oil producing countries as it pertains to the global supply and demand of, and prices for, crude oil, natural gas and NGLs; ongoing legal disputes over, and potential shutdown of, the Dakota Access Pipeline; NOG’s ability to identify and consummate additional development opportunities and potential or pending acquisition transactions, the projected capital efficiency savings and other operating efficiencies and synergies resulting from NOG’s acquisition transactions, integration and benefits of property acquisitions, or the effects of such acquisitions on NOG’s cash position and levels of indebtedness; changes in NOG’s reserves estimates or the value thereof; disruption to NOG’s business due to acquisitions and other significant transactions; changes in local, state, and federal laws, regulations or policies that may affect NOG’s business or NOG’s industry (such as the effects of tax law changes, and changes in environmental, health, and safety regulation and regulations addressing climate change, and trade policy and tariffs), and similar changes in foreign jurisdictions where NOG currently operates or in the future may operate, including Canada; conditions of the securities markets; exchange rate fluctuations; risks associated with NOG’s 3.625% convertible senior notes due 2029 (the “Convertible Notes”), including the potential impact that the Convertible Notes may have on NOG’s financial position and liquidity, potential dilution, and that provisions of the Convertible Notes could delay or prevent a beneficial takeover of NOG; the potential impact of the capped call transactions undertaken in tandem with the Convertible Notes issuances, including counterparty risk; increasing attention to environmental, social and governance matters; NOG’s ability to raise or access capital on acceptable terms; cyber-incidents could have a material adverse effect on NOG’s business, financial condition or results of operations; changes in accounting principles, policies or guidelines; events beyond NOG’s control, including a global or domestic health crisis, acts of terrorism, political or economic instability or armed conflict in oil and gas producing regions and shipping channels, including the joint U.S.-Israel strikes on Iran, continued instability in the Middle East and the effects of any changes to conditions in or impacting Venezuela; and other economic, competitive, governmental, regulatory and technical factors affecting NOG’s operations, products and prices. Additional information concerning potential factors that could affect future results is included in the section entitled “Item 1A. Risk Factors” and other sections of NOG’s most recent Annual Report on Form 10-K for the year ended December 31, 2025, and Quarterly Report on Form 10-Q, as updated from time to time in amendments and subsequent reports filed with the SEC, which describe factors that could cause NOG’s actual results to differ from those set forth in the forward-looking statements.
NOG has based these forward-looking statements on its current expectations and assumptions about future events. While management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond NOG’s control. Accordingly, results actually achieved may differ materially from expected results described in these statements. NOG does not undertake, and specifically disclaims, any duty to update or revise any forward-looking statements, except as may be required by the federal securities laws.
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) |
|||||||||||||||
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||||||
|
(In thousands, except share and per share data) |
|
2026 |
|
|
|
2025 |
|
|
|
2026 |
|
|
|
2025 |
|
|
Revenues |
|
|
|
|
|
|
|
||||||||
|
Oil and Gas Sales |
$ |
697,693 |
|
|
$ |
482,243 |
|
|
$ |
1,908,344 |
|
|
$ |
1,633,564 |
|
|
Gain (Loss) on Commodity Derivatives, Net |
|
(359,450 |
) |
|
|
70,769 |
|
|
|
(828,324 |
) |
|
|
221,350 |
|
|
Other Revenues |
|
7,662 |
|
|
|
3,625 |
|
|
|
16,149 |
|
|
|
10,631 |
|
|
Total Revenues |
|
345,905 |
|
|
|
556,637 |
|
|
|
1,096,169 |
|
|
|
1,865,545 |
|
|
|
|
|
|
|
|
|
|
||||||||
|
Operating Expenses |
|
|
|
|
|
|
|
||||||||
|
Production Expenses |
|
143,481 |
|
|
|
118,316 |
|
|
|
400,317 |
|
|
|
353,786 |
|
|
Production Taxes |
|
48,312 |
|
|
|
28,688 |
|
|
|
132,354 |
|
|
|
100,373 |
|
|
General and Administrative Expenses |
|
18,005 |
|
|
|
14,102 |
|
|
|
65,708 |
|
|
|
44,210 |
|
|
Legal Settlement Expense |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
33,091 |
|
|
Depletion, Depreciation, Amortization and Accretion |
|
207,930 |
|
|
|
199,351 |
|
|
|
597,913 |
|
|
|
610,783 |
|
|
Impairment of Oil and Gas Assets |
|
— |
|
|
|
318,674 |
|
|
|
268,276 |
|
|
|
434,250 |
|
|
Other Expenses |
|
5,034 |
|
|
|
3,267 |
|
|
|
10,805 |
|
|
|
9,366 |
|
|
Total Operating Expenses |
|
422,762 |
|
|
|
682,398 |
|
|
|
1,475,373 |
|
|
|
1,585,859 |
|
|
|
|
|
|
|
|
|
|
||||||||
|
Income (Loss) From Operations |
|
(76,857 |
) |
|
|
(125,761 |
) |
|
|
(379,204 |
) |
|
|
279,686 |
|
|
|
|
|
|
|
|
|
|
||||||||
|
Other Income (Expense) |
|
|
|
|
|
|
|
||||||||
|
Interest Expense, Net |
|
(43,740 |
) |
|
|
(42,910 |
) |
|
|
(127,767 |
) |
|
|
(130,649 |
) |
|
Gain (Loss) on Unsettled Interest Rate Derivatives, Net |
|
1,231 |
|
|
|
(131 |
) |
|
|
4,271 |
|
|
|
(274 |
) |
|
Loss on Foreign Currency Transactions |
|
(458 |
) |
|
|
— |
|
|
|
(5,113 |
) |
|
|
— |
|
|
Loss on Extinguishment of Debt |
|
— |
|
|
|
— |
|
|
|
(14 |
) |
|
|
— |
|
|
Loss on Contingent Consideration |
|
(5,637 |
) |
|
|
— |
|
|
|
(2,955 |
) |
|
|
— |
|
|
Total Other Expense, Net |
|
(48,604 |
) |
|
|
(43,041 |
) |
|
|
(131,578 |
) |
|
|
(130,923 |
) |
|
|
|
|
|
|
|
|
|
||||||||
|
Income (Loss) Before Income Taxes |
|
(125,461 |
) |
|
|
(168,802 |
) |
|
|
(510,782 |
) |
|
|
148,763 |
|
|
|
|
|
|
|
|
|
|
||||||||
|
Income Tax Expense (Benefit) |
|
(13,656 |
) |
|
|
(39,728 |
) |
|
|
(112,758 |
) |
|
|
39,270 |
|
|
|
|
|
|
|
|
|
|
||||||||
|
Net Income (Loss) |
$ |
(111,805 |
) |
|
$ |
(129,074 |
) |
|
$ |
(398,024 |
) |
|
$ |
109,493 |
|
|
|
|
|
|
|
|
|
|
||||||||
|
Net Income (Loss) Attributable to Common Stockholders |
$ |
(111,805 |
) |
|
$ |
(129,074 |
) |
|
$ |
(398,024 |
) |
|
$ |
109,493 |
|
|
|
|
|
|
|
|
|
|
||||||||
|
Net Income (Loss) Per Common Share – Basic |
$ |
(1.06 |
) |
|
$ |
(1.33 |
) |
|
$ |
(3.85 |
) |
|
$ |
1.12 |
|
|
Net Income (Loss) Per Common Share – Diluted |
$ |
(1.06 |
) |
|
$ |
(1.33 |
) |
|
$ |
(3.85 |
) |
|
$ |
1.10 |
|
|
Weighted Average Common Shares Outstanding – Basic |
|
105,942,922 |
|
|
|
97,123,889 |
|
|
|
103,466,227 |
|
|
|
97,909,414 |
|
|
Weighted Average Common Shares Outstanding – Diluted |
|
105,942,922 |
|
|
|
97,123,889 |
|
|
|
103,466,227 |
|
|
|
99,405,539 |
|
|
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) |
|||||||||||||||
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||||||
|
(In thousands, except share and per share data) |
|
2026 |
|
|
|
2025 |
|
|
|
2026 |
|
|
|
2025 |
|
|
Net Income (Loss) |
$ |
(111,805 |
) |
|
$ |
(129,074 |
) |
|
$ |
(398,024 |
) |
|
$ |
109,493 |
|
|
Other Comprehensive Loss: |
|
|
|
|
|
|
|
||||||||
|
Foreign Currency Translation Adjustment |
|
(795 |
) |
|
|
— |
|
|
|
(3,959 |
) |
|
|
— |
|
|
Total Other Comprehensive Loss |
|
(795 |
) |
|
|
— |
|
|
|
(3,959 |
) |
|
|
— |
|
|
Comprehensive Income (Loss) |
$ |
(112,600 |
) |
|
$ |
(129,074 |
) |
|
$ |
(401,983 |
) |
|
$ |
109,493 |
|
|
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) |
|||||||
|
(In thousands, except par value and share data) |
September 30, 2026 |
|
December 31, 2025 |
||||
|
Assets |
|
|
|
||||
|
Current Assets: |
|
|
|
||||
|
Cash and Cash Equivalents |
$ |
26,420 |
|
|
$ |
14,299 |
|
|
Accounts Receivable, Net |
|
413,826 |
|
|
|
349,927 |
|
|
Advances, Prepaid Expenses, and Other |
|
29,160 |
|
|
|
37,061 |
|
|
Derivative Instruments |
|
13,960 |
|
|
|
166,678 |
|
|
Income Tax Receivable |
|
18,804 |
|
|
|
18,066 |
|
|
Total Current Assets |
|
502,170 |
|
|
|
586,031 |
|
|
|
|
|
|
||||
|
Property and Equipment: |
|
|
|
||||
|
Oil and Natural Gas Properties, Full Cost Method of Accounting |
|
|
|
||||
|
Proved |
|
12,693,634 |
|
|
|
11,441,786 |
|
|
Unproved |
|
297,796 |
|
|
|
86,034 |
|
|
Less – Accumulated Depletion and Impairment |
|
(7,646,679 |
) |
|
|
(6,784,649 |
) |
|
Total Oil and Natural Gas Properties, Net |
|
5,344,751 |
|
|
|
4,743,171 |
|
|
Other Property and Equipment, Net |
|
2,227 |
|
|
|
3,196 |
|
|
Total Property and Equipment, Net |
|
5,346,978 |
|
|
|
4,746,367 |
|
|
|
|
|
|
||||
|
Derivative Instruments |
|
838 |
|
|
|
3,036 |
|
|
Other Noncurrent Assets, Net |
|
13,888 |
|
|
|
73,941 |
|
|
|
|
|
|
||||
|
Total Assets |
$ |
5,863,874 |
|
|
$ |
5,409,375 |
|
|
|
|
|
|
||||
|
Liabilities and Stockholders’ Equity |
|||||||
|
Current Liabilities: |
|
|
|
||||
|
Accounts Payable |
$ |
208,422 |
|
|
$ |
218,620 |
|
|
Accrued Liabilities and Other |
|
449,819 |
|
|
|
320,673 |
|
|
Derivative Instruments |
|
199,588 |
|
|
|
— |
|
|
Total Current Liabilities |
|
857,829 |
|
|
|
539,293 |
|
|
|
|
|
|
||||
|
Long-term Debt, Net |
|
2,616,224 |
|
|
|
2,395,393 |
|
|
Deferred Tax Liability |
|
134,395 |
|
|
|
247,645 |
|
|
Derivative Instruments |
|
362,295 |
|
|
|
48,102 |
|
|
Contingent Consideration |
|
12,131 |
|
|
|
— |
|
|
Asset Retirement Obligations |
|
56,349 |
|
|
|
50,831 |
|
|
Other Noncurrent Liabilities |
|
1,371 |
|
|
|
1,770 |
|
|
|
|
|
|
||||
|
Total Liabilities |
$ |
4,040,594 |
|
|
$ |
3,283,034 |
|
|
|
|
|
|
||||
|
Commitments and Contingencies |
|
|
|
||||
|
|
|
|
|
||||
|
Stockholders’ Equity |
|
|
|
||||
|
Common Stock, Par Value $0.001; 270,000,000 Shares Authorized; 105,897,210 Shares Outstanding at 9/30/2026 97,265,559 Shares Outstanding at 12/31/2025 |
|
508 |
|
|
|
499 |
|
|
Additional Paid-In Capital |
|
1,743,476 |
|
|
|
1,644,563 |
|
|
Retained Earnings |
|
83,255 |
|
|
|
481,279 |
|
|
Accumulated Other Comprehensive Loss |
|
(3,959 |
) |
|
|
— |
|
|
Total Stockholders’ Equity |
|
1,823,280 |
|
|
|
2,126,341 |
|
|
Total Liabilities and Stockholders’ Equity |
$ |
5,863,874 |
|
|
$ |
5,409,375 |
|
Non-GAAP Financial Measures
Adjusted Net Income, Adjusted EBITDA and Free Cash Flow are non-GAAP measures. NOG defines Adjusted Net Income as income before income taxes, excluding (i) (gain) loss on unsettled commodity derivatives, net of tax, (ii) (gain) loss on extinguishment of debt, net of tax, (iii) contingent consideration (gain) loss, net of tax, (iv) acquisition transaction costs, net of tax, (v) (gain) loss on unsettled interest rate derivatives, net of tax, (vi) (gain) loss on foreign currency transactions and (vii) impairment of long-lived assets, net of tax. NOG defines Adjusted EBITDA as net income before (i) interest expense, (ii) income taxes, (iii) depreciation, depletion, amortization and accretion, (iv) non-cash stock-based compensation expense, (v) (gain) loss on extinguishment of debt, (vi) contingent consideration (gain) loss (vii) acquisition transaction costs, (viii) (gain) loss on unsettled interest rate derivatives, (ix) (gain) loss on unsettled commodity derivatives, (x) (gain) loss on foreign currency transactions, (xi) impairment of long-lived assets, and (xii) other non-cash adjustments. NOG defines Free Cash Flow as cash flows from operations before changes in working capital and other items, less (i) capital expenditures, excluding non-budgeted acquisitions and changes in accrued capital expenditures and other items. A reconciliation of each of these measures to the most directly comparable GAAP measure is included below.
Management believes the use of these non-GAAP financial measures provides useful information to investors to gain an overall understanding of current financial performance. Management believes Adjusted Net Income and Adjusted EBITDA provide useful information to both management and investors by excluding certain expenses and unrealized commodity gains and losses that management believes are not indicative of NOG’s core operating results. Management believes that Free Cash Flow is useful to investors as a measure of a company’s ability to internally fund its budgeted capital expenditures, to service or incur additional debt, and to measure success in creating stockholder value. In addition, these non-GAAP financial measures are used by management for budgeting and forecasting as well as subsequently measuring NOG’s performance, and management believes it is providing investors with financial measures that most closely align to its internal measurement processes. The non-GAAP financial measures included herein may be defined differently than similar measures used by other companies and should not be considered an alternative to, or more meaningful than, the comparable GAAP measures. From time to time NOG provides forward-looking Free Cash Flow estimates or targets; however, NOG is unable to provide a quantitative reconciliation of the forward looking non-GAAP measure to its most directly comparable forward looking GAAP measure because management cannot reliably quantify certain of the necessary components of such forward looking GAAP measure. The reconciling items in future periods could be significant.
|
Reconciliation of Adjusted Net Income |
|||||||
|
|
Three Months Ended September 30, |
||||||
|
(In thousands, except share and per share data) |
|
2026 |
|
|
|
2025 |
|
|
Loss Before Income Taxes |
$ |
(125,461 |
) |
|
$ |
(168,802 |
) |
|
Add: |
|
|
|
||||
|
Impact of Selected Items: |
|
|
|
||||
|
Acquisition Transaction Costs |
|
902 |
|
|
|
165 |
|
|
(Gain) Loss on Unsettled Commodity Derivatives |
|
308,047 |
|
|
|
(15,379 |
) |
|
(Gain) Loss on Unsettled Interest Rate Derivatives |
|
(1,231 |
) |
|
|
131 |
|
|
Loss on Contingent Consideration |
|
5,637 |
|
|
|
— |
|
|
Loss on Foreign Currency Transactions |
|
458 |
|
|
|
— |
|
|
Impairment of Oil and Gas Assets |
|
— |
|
|
|
318,674 |
|
|
Adjusted Income Before Adjusted Income Tax Expense |
|
188,352 |
|
|
|
134,789 |
|
|
|
|
|
|
||||
|
Adjusted Income Tax Expense (1) |
|
(46,146 |
) |
|
|
(33,023 |
) |
|
|
|
|
|
||||
|
Adjusted Net Income (non-GAAP) |
$ |
142,206 |
|
|
$ |
101,766 |
|
|
|
|
|
|
||||
|
Weighted Average Shares Outstanding – Basic |
|
105,942,922 |
|
|
|
97,123,889 |
|
|
Weighted Average Shares Outstanding – Diluted |
|
105,942,922 |
|
|
|
97,123,889 |
|
|
Add: |
|
|
|
||||
|
Dilutive Effect of Restricted Stock and Contingently Issuable Shares (2) |
|
1,973,782 |
|
|
|
1,721,481 |
|
|
Weighted Average Shares Outstanding – Adjusted Diluted |
|
107,916,704 |
|
|
|
98,845,370 |
|
|
|
|
|
|
||||
|
Income Before Income Taxes Per Common Share – Basic |
$ |
(1.18 |
) |
|
$ |
(1.74 |
) |
|
Add: |
|
|
|
||||
|
Impact of Selected Items |
|
2.96 |
|
|
|
3.13 |
|
|
Impact of Income Tax |
$ |
(0.44 |
) |
|
$ |
(0.34 |
) |
|
Adjusted Net Income Per Common Share – Basic |
$ |
1.34 |
|
|
$ |
1.05 |
|
|
|
|
|
|
||||
|
Income Before Income Taxes Per Common Share – Adjusted Diluted |
$ |
(1.16 |
) |
|
$ |
(1.71 |
) |
|
Add: |
|
|
|
||||
|
Impact of Selected Items |
|
2.91 |
|
|
|
3.07 |
|
|
Impact of Income Tax |
|
(0.43 |
) |
|
|
(0.33 |
) |
|
Adjusted Net Income Per Common Share – Adjusted Diluted |
$ |
1.32 |
|
|
$ |
1.03 |
|
|
______________ |
|
|
(1) |
For the three months ended September 30, 2026 and September 30, 2025, this represents a tax impact using an estimated tax rate of 24.5%. |
|
(2) |
Weighted average shares outstanding – diluted, on a GAAP basis, does not include the dilutive effect of restricted stock and contingently issuable shares when the Company is in a loss position. As a result, for purposes of this calculation, the Company includes the dilutive shares attributable to the restricted stock and contingently issuable shares. |
|
Reconciliation of Adjusted EBITDA |
|||||||
|
|
Three Months Ended September 30, |
||||||
|
(In thousands) |
|
2026 |
|
|
|
2025 |
|
|
Net Loss |
$ |
(111,805 |
) |
|
$ |
(129,074 |
) |
|
Add: |
|
|
|
||||
|
Interest Expense, Net |
|
43,740 |
|
|
|
42,975 |
|
|
Income Tax Benefit |
|
(13,656 |
) |
|
|
(39,728 |
) |
|
Depreciation, Depletion, Amortization and Accretion |
|
207,930 |
|
|
|
199,351 |
|
|
Non-Cash Stock-Based Compensation |
|
4,455 |
|
|
|
4,016 |
|
|
Other Adjustments |
|
— |
|
|
|
6,000 |
|
|
Acquisition Transaction Costs |
|
902 |
|
|
|
165 |
|
|
(Gain) Loss on Unsettled Commodity Derivatives |
|
308,047 |
|
|
|
(15,379 |
) |
|
(Gain) Loss on Unsettled Interest Rate Derivatives |
|
(1,231 |
) |
|
|
131 |
|
|
Loss on Contingent Consideration |
|
5,637 |
|
|
|
— |
|
|
Loss on Foreign Currency Transactions |
|
458 |
|
|
|
— |
|
|
Impairment of Oil and Gas Assets |
|
— |
|
|
|
318,674 |
|
|
Adjusted EBITDA |
$ |
444,477 |
|
|
$ |
387,131 |
|
|
Reconciliation of Free Cash Flow |
|||||||
|
|
Three Months Ended September 30, |
||||||
|
(In thousands) |
|
2026 |
|
|
|
2025 |
|
|
Net Cash Provided by Operating Activities |
$ |
397,699 |
|
|
|
423,120 |
|
|
Changes in Working Capital and Other Items |
|
2,158 |
|
|
|
(30,295 |
) |
|
Less: Capital Expenditures (1) |
|
(251,298 |
) |
|
|
(273,931 |
) |
|
Free Cash Flow |
$ |
148,559 |
|
|
$ |
118,894 |
|
|
_______________ |
|
|
(1) |
Capital expenditures are calculated as follows: |
|
|
Three Months Ended September 30, |
||||||
|
(In thousands) |
|
2026 |
|
|
|
2025 |
|
|
Cash Paid for Capital Expenditures |
$ |
239,191 |
|
|
352,339 |
|
|
|
Changes in Non-Budgeted Acquisitions, inclusive of Acquisition Transaction Costs |
|
1,735 |
|
|
|
(79,536 |
) |
|
Changes in Accrued Capital Expenditures and Other |
|
10,372 |
|
|
|
1,128 |
|
|
Capital Expenditures |
$ |
251,298 |
|
|
$ |
273,931 |
|
View source version on businesswire.com: https://www.businesswire.com/news/home/20261105289307/en/
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