INAUGURAL ESG REPORT
SEPTEMBER 2022

This report provides detailed information about Northern Oil and Gas, Inc.’s 
(NOG, the Company, we, us, and our) Environmental, Social, and 
Governance (ESG) initiatives, discussion, and related key performance
indicators, as appropriate.
  
In the creation of this document, we considered various frameworks, including 
the Sustainability Accounting Standards Board’s (SASB) Oil and Gas 
Exploration and Production Sustainability Accounting Standards and other 
reporting frameworks and standards. Our actions and initiatives implemented 
to date endeavor to comply with standards as represented by SASB and other 
reporting frameworks and standards as appropriate.
This document covers the three years ended December 31 from 2019 through 
2021 where data and information are available, unless otherwise noted. 
For more information about our ongoing sustainability and ESG efforts, please 
visit our website, www.northernoil.com under the ESG section. Also, please see 
page 30 for our Safe Harbor language.
NORTHERN OIL & GAS, INC.

1
NOG is the largest U.S. publicly traded non-operated 
exploration and production company that engages in the 
acquisition, exploration, development and production of
oil and natural gas properties in the United States. Using a 
non-operating model, we invest in minority working and 
mineral interests in oil and gas properties, with core focus areas 
in three premier U.S. basins: the Permian, Williston and 
Appalachian. The Company is listed on the New York Stock 
Exchange (NYSE) under the symbol NOG. 
As a non-operator, we are in a position to diversify our 
investment exposure by selectively participating with 
experienced operators in the drilling of oil and gas wells.  In
addition to our participation in new wells, NOG actively 
pursues value enhancing acquisitions of existing producing 
properties, many with the potential for further development. 
NOG actively seeks out operators who have significant oil and 
gas operating experience, including employing the expertise 
to adhere to high ESG and regulatory standards.
In 2021, we created an ESG Task Force charged with proposing, 
implementing and monitoring adherence to ESG standards, 
and formally communicating its findings on an ongoing basis 
to our Chief Executive Officer (CEO) and our Board of Directors 
(the “Board”). This inaugural report is the result of their efforts to 
disclose our ESG performance record and discuss our plans to 
drive further alignment in the future with the various reporting 
frameworks. 
We invite our stakeholders to provide feedback and ask 
questions about this report and our ongoing ESG initiatives by 
emailing ir@northernoil.com or mailing to:
Northern Oil and Gas, Inc. 
4350 Baker Road, Suite 400 
Minnetonka, MN 55343
A LEADING NON-OPERATED E&P 
UNIQUELY POSITIONED FOR 
ONGOING SUCCESS

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Page 8    
Page 11   
Page 17  
CONTENTS
Joint Letter to Stakeholders
Our Business
Our Strategy
Environmental
Social
Governance

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JOINT LETTER TO 
STAKEHOLDERS
We are pleased to present NOG’s inaugural ESG report to our fellow stakeholders. In this 
report, we provide further transparency into our business practices and our steadfast 
commitment to ensuring NOG’s long-term sustainability. Directly supporting the 
Company’s ongoing success are the strategic oversight and support of our Board and 
our dedicated and talented team of employees. 
NOG holds oil and gas assets that are located in multiple prolific onshore basins in the 
United States.  As a non-operator, NOG does not have operational control over the 
drilling and production on its properties.  However, we strive to participate with proven 
and responsible third-party operators that strictly adhere to and report under all 
required regulatory requirements. In addition, we are focused on promoting safe 
operations that minimize adverse impacts on the environment and personnel. Finally, 
we seek to provide our employees with competitive and comprehensive compensation, 
benefits, and professional development programs. 
We take our commitment to promoting the long-term sustainability of NOG very
seriously. A key driver of our success as a non-operator has been the execution of
targeted high rate-of-return initiatives designed to improve our position in the 
marketplace. During 2021, we entered into four strategic acquisitions that helped us 
materially grow and diversify our business. We also substantially enhanced our financial 
position and instituted a meaningful shareholder return of capital program. 
In addition to supporting our stockholders, we are focused on ensuring we understand 
and meet the needs of our employees, business partners, and the wider community as 
we develop and execute on our ESG initiatives. We believe that ESG responsibility starts 
with our Board and executive team, and also extends to each and every one of our 
employees. As such, we have empowered our management to allocate the resources, 
focus and tools necessary to create a working environment that promotes effective ESG 
practices both inside and outside the organization. In 2021 we created a 
cross-functional team of employees and third-party advisors that were tasked with the 
development of our inaugural ESG report. This team will also monitor our adherence to 
our ESG standards and initiatives as we move forward.
We want to thank all our employees for their support of our targeted ESG efforts and 
we look forward to providing stakeholders with regular updates on our progress as we 
continue to build on NOG’s long-term sustainability.
Bahram Akradi
Chairman of the Board
Nicholas O’Grady
Chief Executive Officer

4
OUR BUSINESS
A DIVERSIFIED HIGH RETURN NON-OP E&P FRANCHISE
DIVERSIFIED ASSET BASE OF SCALE
Recent acquisitions have created a high return national non-op franchise that is benefitting from economies of scale.
Source: Company reserve report as of March 31, 2022, based on April 29, 2022 Nymex Strip pricing.
(1)          PUD Category includes 61.7 MMboe of reserves and $525.6 million of PV10 associated with WIP’S categorized as PUD.
Our Business
Our Business
Going forward, NOG is positioned to continue to capitalize on increased non-operated opportunities present in the “Shale 3.0”. 
Williston Basin: 180,000 Net Acres
Q1:22 Production 
     by Region
Q1:22 Production by
       Commodity
Permian Basin: 10,000 Net Acres
Marcellus Acres: 62,000 Net Acres

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PRODUCTION
CRUDE
METRIC
2019
2020
2021
CRUDE
2019
2019
0
0
5,000
Production (1)
Crude Oil, Bbls
11,325,418
9,361,138
12,288,358
131,754
96,025
131,395
761,477
789,619
934,002
Crude Oil, MBbls
Gross Acreage
Natural Gas, Mcf
16,590,774
16,473,287
44,073,941
189,318
159,641
937,723
182,854
183,527
245,431
Natural Gas, MMcf
Net Acreage
Equivalent, BOE
14,090,547
12,106,686
19,634,015
163,307
122,632
287,682
6,156
6,640
7,436
458.7
475.1
680.8
24
25
27
Equivalent, MBOE
Gross Producing Wells
Net Producing Wells
Employees
Proved Reserves (1),(2),(3)
Personnel (2)
Number of Sites (2)
SASB EM-EP-000.A
SASB EM-EP-000.B
75,000
10,000
150,000
15,000
225,000
20,000
300,000
2020
2020
2021
2021
NATURAL GAS
NATURAL GAS
MBOE
MBOE
PROVED RESERVES
1)
(      Equivalents are computed based on a conversion ratio of one BOE for each barrel of oil and one BOE for every 6,000 cubic feet (i.e., six Mcf) 
of natural gas. This reflects energy equivalence and not price equivalence as gas prices per Mcf often differ significantly from the energy 
equivalent amount of oil.
2)
(
     As of December 31.
3)
(
     Proved reserves quantities at each date are based on SEC-prescribed pricing as of such date, which represents the average prices at the 
beginning of each month in the 12-month period prior to the end of the reporting period, adjusted to reflect applicable transportation and 
quality differentials.  The average resulting prices used were as follows: 2019 – $50.53 per barrel of oil, $2.12 per Mcf of natural gas; 2020 – 
$32.69 per barrel of oil and $1.61 per Mcf of natural gas; and 2021 – $62.25 per barrel of oil and $3.37 per Mcf of natural gas.
Bbls = Barrels of oil 
MBbls = Thousands of barrels of oil 
Mcf = Thousands of cubic feet of natural gas
MMcf = Millions of cubic feet of natural gas
BOE = Barrels of oil equivalent (6 Mcf = 1 BOE)
MBOE = Thousands of BOE
Our Business
Our Business

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OUR STRATEGY
Our strategy is focused on continuing to grow our 
reserves, production, and free cash flow to create and 
return value to our stakeholders while ensuring the 
long-term sustainability of our business. We support our 
third-party operators in their continued efforts to promote 
a safe working environment and reduce their 
environmental footprint. We also remain squarely focused 
on supporting the needs of our employees and the local 
community and will continue to adhere to legal and ethical 
practices that support and enhance how we govern our 
business over the near and long term.
 
The key elements of our business strategy include the 
following:
As a non-operator, we seek to diversify our investment and 
operational risk through participation in a large number of 
oil and gas wells and with multiple operators across 
multiple basins. We also believe that we can further 
diversify our risk with acquisitions in multiple basins, 
focusing on accretive acquisitions of first-rate assets with 
top tier operators in the premier basins in the United 
States. 
We strive to be the natural consolidator and clearing house 
of non-operated working interests in leading oil and gas 
shale plays in the United States. We leverage our industry 
relationships, expertise and experience to capture and 
participate in the highest-return opportunities. Our “ground 
game” acquisition strategy is to build a strong presence in 
our core basins and seek to acquire additional lease 
positions or well bore interests at higher full-cycle rate of 
return to the contiguous acreage positions typically sought 
by larger producers and operators of oil and gas wells, 
focusing on near term drilling opportunities. We intend to 
continue these activities, while at the same time evaluating 
and pursuing larger non-operated asset packages that we 
believe can responsibly add significant production, cash 
flow and scale to existing operations.
We strive for financial strength and flexibility through the 
prudent management of our balance sheet. We have
significantly reduced our leverage over the last several 
years, and intend to maintain a low-leverage profile. Given 
the volatility of the commodity price environment, we 
employ an active commodity price risk management 
program to better enable us to execute our business plan 
over the entire commodity price cycle. This collectively 
benefits the long-term sustainability of our business model.
Diversify Our Risk Through Non-
Operated Participation in a Large 
Number of Wells and Multiple Basins
Build and Maintain a Strong Balance 
Sheet 
Our Strategy
Our Strategy
Accelerate Growth by Pursuing 
Value-Enhancing Acquisitions
6

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Ability to “Cherry-Pick” from over 90 operating partners across 1MM + gross acres in 3 basins. 
Superior flexibility to manage capital allocation and to do so quickly.
Costs limited to drilling, completion and acreage.
Our strategies are collectively aimed at building a diversified, low-leverage, cash generating business that can 
deliver meaningful returns to our investors. Further supporting our stockholders, we instituted a common stock 
cash dividend program in 2021 and intend to continue to grow stockholder returns over time.  
Stockholder Returns
Benefits of NOG’S Non-Operated Model
CAPITAL ALLOCATION FLEXIBILITY
Our Strategy
Our Strategy
Peer leading cost structure  & Corporate ROCE
Unit G&A costs >50% less than operating peers
Scalable Model: NOG has 32 employees.
HIGH RETURN WAY TO PLAY E&P SPACE 
NOG is capitalizing on industry 
strategy shift has operators focusing 
on free cash flow generation instead of 
growth. This has led to record level-non 
stop “Ground Game” opportunities.
Propietary database, built from 
participation in over 8,000 wells,
including -45% of all Bakken and 
Three Forks wells drilled in the Williston.
SHALE 3.0 BENEFICIARY
LEVERAGING EXPERIENCE

8
We are committed to protecting and preserving the 
environment in all aspects of our business. Our primary 
focus is investing in non-operated minority working and 
mineral interests in onshore oil and gas properties in the 
United States. We seek to participate with third-party 
operators who have significant experience in safely and 
efficiently developing and producing hydrocarbons in our 
core areas and share our desire to operate with a high 
regard for ESG. As in the past, our focus remains on 
collaborating with responsible operators that fully comply 
with regulatory requirements, while managing their 
operations to promote stewardship of and minimize
adverse impacts to the environment.
Significant studies and research have been devoted to 
climate change. A wide body of  research suggests that 
greenhouse gas emissions contribute to climate change 
and pose a threat to the environment, which is compelling 
all industries in the United States and abroad to examine 
how they operate. Recent scientific research and 
political debate has focused in part on carbon dioxide 
and methane incidental to oil and natural gas exploration 
and production.
The recent trend in environmental legislation and 
regulation generally is toward stricter standards, and this 
trend will likely continue. This includes laws and regulations 
that may:
•	 Require the acquisition of a permit or other 
authorization before construction or drilling 
commences and for certain other activities;
•	 Limit or prohibit construction, drilling and other 
activities on certain lands lying within wilderness and 
other protected areas; and 
•	 Impose substantial liabilities for pollution resulting 
from operations.
Studies by the International Energy Agency (IEA)
suggest that, even in a carbon-constrained future 
scenario, demand for natural gas will continue to 
grow for the next 10 years, and oil and natural gas will 
continue to make up approximately half of the overall 
energy mix for the next 20 years. Following Russia’s 
invasion of Ukraine, the IEA developed a plan for 
Europe to reduce its dependence on Russian gas. 
The plan emphasizes expansion of LNG and pipeline 
imports to support the EU’s energy security and climate 
goals.  In recent months, the United States has 
dramatically increased its LNG exports to Europe, 
reaching an all-time high.  Substantial incremental LNG 
export capacity is planned to come online over the 
next decade. 
The U.S. Energy Information Administration (EIA) reports 
that natural gas is an efficient and relatively clean 
burning fuel when produced without material 
methane leakage. Burning natural gas results in fewer 
CO2 emissions when compared to other fuels like coal 
and gasoline to produce an equivalent amount of 
energy.
During 2021, we announced four major acquisitions, 
including a transaction that closed in January 2022. 
Collectively, these transactions materially increased 
our scale in the Permian Basin, expanded our 
geographic footprint and materially grew our lower 
carbon emitting natural gas reserves. As a result, our 
proved oil and natural gas reserves as of December 31, 
2021 consisted of 46% crude oil and 54% natural gas, 
compared to 78% and 22%, respectively, at the end of 
2020. 
ENVIRONMENTAL 	
Climate Change
Evolving Our Product Mix
As such, we remain focused on supporting our 
third-party operators as they continue to identify 
and execute on opportunities to further reduce their 
environmental footprint – both today and well into the 
future.
Environmental
Environmental

9
As we are not the operator of our oil and natural gas 
assets, we do not report GHG emissions, air quality, 
water management or diversity impacts to any 
federal, state or local agencies. As such, we believe it 
is important to participate with and support 
responsible third-party operators with a proven track 
record of recognizing the significance of operating 
with integrity, preserving the environment and 
acknowledging the importance of providing ESG 
transparency through regular formal reporting as 
appropriate. A high-level overview of the ESG efforts of 
our five largest publicly traded operators, who operate 
fields that collectively represented more than 40% of 
our total BOE sales volumes for March 2022, is included 
below: 
Supporting Our Third-Party Operators
METRIC
Dedicate ESG section on website
	
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Explicit BoD level oversight on ESG
Formal ESG policies / principles
Standalone ESG report
Discloses ESG targets and track metrics
Alignment with ESG reporting frameworks 
SASB, GRI, 
AXPC, TCFD
SASB, GRI, 
IPIECA, UN SDG
SASB, GRI, 
AXPC, TCFD
SASB, GRI
SASB, TCFD, GRI,
IPIECA, UN SDG
EQT
CLR
OVV
CHRD
COP
Environmental
Environmental

10
The operator that currently represents the largest amount 
of our BOE sales volumes is EQT Corporation (EQT), which 
is the top producer of natural gas in the United States. In 
June 2021, EQT announced it was pursuing a full-scale 
replacement of its more than 8,000 natural gas-driven 
pneumatic devices across its asset base by the end of 
2022. Per EQT, this project alone represents a substantial 
majority of the methane abatement that is expected to 
result in EQT’s reducing its methane emissions intensity by 
approximately 65% versus 2018 levels. 
We will continue to support our third-party operators in 
their efforts to:
•	 Adhere with all federal, state, and local laws;
•	 Minimize air emissions, water usage, natural gas 
flaring, waste production, and spills and other 
accidents;
•	 Protect groundwater and wildlife in their areas of 
operations; and
•	 Responsibly invest in ongoing asset maintenance, 
decommissioning of assets, and additional field-level 
training as necessary so as to reduce any future  
environmental hazards.
Environmental
Environmental

11
The key to our past and future success is promoting 
a workforce culture that embraces integrity, honesty, 
and transparency with everyone with whom we 
interact, as well as fostering a trusting and respecting 
environment that embraces changes and progresses 
our Company forward in an innovative and positive 
way. We strive to attract, develop and retain the best 
talent and spend considerable time and resources to 
advance the professional development and security of 
our workforce, including providing attractive 
compensation and benefit programs. We also strongly 
believe in actively supporting the local community with 
both our time and resources. These values establish 
the foundation on which our culture has been built and 
represent the key expectations we have of our 
employees.
We are committed to a culture that empowers our 
workforce to foster a safe work environment, and 
recognize that strong health and safety practices have 
positive benefits for us and our stakeholders. We work 
to protect the occupational health and safety of our 
employees and consultants in all locations, with our 
primary workplace being our corporate office located 
in metro-Minneapolis, Minnesota. 
We are proud to provide a safe and secure workplace, 
and the policies and procedures we have 
implemented are intended to protect the health and 
well-being of our workforce and other onsite 
individuals. As a non-operator, in the capacity that we 
are able, we seek to:
•	 Strictly comply with all applicable environmental, 
health, and safety laws and regulations; 
•	 Provide our workforce with the resources and 
training necessary to perform their work safely 
and understand their individual accountability in 
maintaining a safe work environment;
•	 Subscribe to local weather and natural 
disaster alerts to stay informed and provide real 
time communications to safeguard our workforce; 
•	 Provide our workforce with relevant information 
and plans regarding proper procedures in the 
event of a fire, office lockdown, natural disaster, or 
other high-risk scenarios;
•	 Encourage open and honest conversations 
among management and employees regarding 
health, safety, and security concerns in the 
workplace; and
•	 Work with our third-party operators as 
appropriate to support the health or safety of 
their workers.
SOCIAL
WORKFORCE HEALTH & SAFETY
SASB EM-EP-320a.2
Social
Social

12
In response to the COVID-19 global pandemic declared in 
March 2020, we began to closely follow and adhere to 
guidance from both the U.S. Center of Disease Control, as 
well as state, county and local government officials. Our 
COVID-19 management plan was built around the need 
to support all employees in managing their personal and 
professional challenges. Frequent and transparent 
communications were the focus throughout the 
organization and with external stakeholders as 
appropriate. We instituted various measures to protect 
our workforce and our business operations, such as 
remote working and business travel restrictions. As a 
non-operator, substantially all of our employees’ work can 
be completed from home. We subsequently assessed and 
implemented appropriate return to office protocols based 
on guidelines and recommendations provided by the 
relevant authorities, and remain focused on making 
decisions aimed at protecting and furthering the interests 
of all stakeholders.  
We will continue to monitor the COVID-19 situation and 
follow the advice of government and health advisors, as 
appropriate to our business. We are pleased that through 
the date of publishing this report, our office operations 
have not been materially impacted by COVID-19.
We do not currently operate any of the physical oil and 
natural gas assets in which we own an interest and 
therefore do not report or record workplace incidents on 
behalf of our third-party operators. However, we monitor/
record injuries and work-related fatalities in our corporate 
office in Minnesota. In the last three years ended 
December 31, we are proud to have had zero workplace 
injuries or work-related fatalities.
NOG seeks to provide a secure workplace for all 
employees, consultants, and other individuals that 
interact within its corporate office.  
We do not tolerate or condone violence, the threat of 
violence, intimidation, harassment, or other disruptive 
conditions that may impact the safety, security, and 
wellbeing of any persons in the workplace. We have 
implemented security procedures that strive to ensure 
an individual’s safety while in our corporate office. In the 
event of an incident, violation, or emergency, we report the 
situation to the appropriate authorities as needed and 
collect appropriate information for our own records.
NOG is committed to providing a workplace environment 
free of discrimination and harassment, where all individuals 
are treated with respect and dignity, can contribute fully, 
and have equal opportunities. This commitment extends to 
our workforce and applies to every aspect of the 
employment relationship, including recruitment, selection, 
promotion, training, salaries, benefits, discipline and 
performance appraisals. Finally, our commitment applies to 
our corporate office and extends outside of our office (such 
as off-site client meetings, business travel, firm-sanctioned 
social events and to electronic communications). 
We value and treat all employees, consultants, vendors, 
contractors, service providers, and business partners 
equally. We prohibit discrimination or harassment on the 
basis of any grounds prohibited by law, including the 
following:
•	 Age; 
•	 Creed (includes religion); 
•	 Sex (gender, including gender identity); 
•	 Sexual orientation;
•	 Family status; 
•	 Marital status;
•	 Disability (including mental, physical, developmental or 
learning disabilities); 
•	 Race; 
•	 National origin; 
•	 Ethnicity
•	 Color; 
•	 Association or relationship with a person identified by 
one of the above; and 
•	 Perception that one of the above grounds applies. 
COVID-19 Response
WORKFORCE MANAGEMENT
Workplace Incidents & Security
Social
Social

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NOG strives to create an exciting, challenging and 
rewarding work environment that allows our employees to 
flourish. We want our employees to be productive 
members of our team that through their dedication, 
creativity, perseverance and efforts, will help our Company 
prosper. 
A key tenet in our ability to succeed depends on recruiting 
and retaining top talent in the industry. We operate on the 
fundamental philosophy that people are our most valuable 
asset, as every person who works for us has the potential 
to impact our success. We believe employees choose 
working at NOG in part due to our engaging culture, 
competitive compensation and benefits, and professional 
development opportunities. We keep our employees and 
personnel actively engaged through the following 
mechanisms:
•	 Regular all-employee meetings and departmental 
meetings; 
•	 Weekly executive management team meetings; 
•	 Press releases communicated to employees;
•	 Encouragement of employees to listen to quarterly 
earnings calls; 
•	 Frequent corporate email communications; and 
•	 All full-time employees undergo a formal annual 
performance review.
We have a comprehensive and competitive compensation 
and benefits package to attract and retain our 
employees. We present employees with a complete 
summary of their benefits at the time of employment. 
Some of our benefits include:
•	 Industry-competitive base wages and 
performance-based incentive compensation;
•	 401(k), including a Company match program of 100% 
of up to 8% of compensation for employee 
contributions;
•	 Health care insurance (medical, dental and vision) 
with deductibles 100% paid by NOG;
•	 Company-paid long-term disability, short-term 
disability, and term life insurance; 
•	 Company-supported health savings accounts and 
flexible spending accounts;
•	 Company-supported tuition reimbursement program;
•	 Paid time off and vacation; and
•	 Paid family leave.
EMPLOYEE RECRUITMENT, 
ENGAGEMENT & RETENTION
Social
Social

14
NOG reviews industry compensation surveys to 
benchmark and compare our employees’ compensation to 
ensure our compensation practices remain competitive so 
we can attract and retain high quality talent.
We recognize the importance of investing in our 
employees’ professional development, and are 
committed to ensuring that all employees are prepared 
for every aspect of their day-to-day roles. We strive to 
develop and retain high-performing, diverse talent, which 
helps ensure our leadership reflects our workforce. We are 
focused on growing our leaders from within and training on 
best practices concerning inclusion and other employee 
centric imperatives. 
We encourage all employees to increase their job-related 
skills and knowledge through accredited educational 
programs that contribute to the employee’s professional 
development. Our support comes in the form of funding of 
continuing educational programs and opportunities.
We value diversity and inclusion throughout our talent 
acquisition, management, and professional development 
practices, at all levels of our workforce, including senior 
management and the Board. We seek to attract and
develop top talent to support our growth and success 
based on merit and qualification, and we promote 
diversity and inclusion throughout our organization. Our 
staff’s diversity is reflected in our employees where 41% 
were women as of December 31, 2021.
As an equal opportunity employer, our policies and
practices support diversity of thought, perspective, sexual 
orientation, gender, gender identity and expression, race, 
ethnicity, culture and professional experience, among 
others. Our Board believes that its members should also 
reflect diversity in professional experience, cultural 
experience, gender and ethnic background. These factors, 
together with the director qualifications criteria noted in 
the Governance section of this report, are considered by 
the Nominating and Corporate Governance Committee in 
assessing potential new directors.
Employee Demographics 
2019
Units
2020
2021
24
#
25
27
62% (15)
% (#)
64% (16)
59% (16)
38% (9)
% (#)
36% (9)
41% (11)
79% (19)
21% (5)
% (#)
% (#)
80% (20)
20% (5)
67% (18)
33% (9)
Number of employees
Employees who are Male
Employees who are Female
Employees Under the age of 40
Employees: Age of 40 or over
Social
Social
DIVERSITY & INCLUSION
Following is a breakout of our employee demographics as of December 31 for the periods shown:

15
We remain committed to regular and collaborative 
stakeholder engagement, and we identify stakeholders 
as those groups upon whom our success depends, as well 
as those who are affected by our business. We view this 
area of active engagement as a key tenet of effective and 
responsible corporate citizenship.
 
A variety of methods are utilized to engage in 
communication with our stakeholders, including broad 
dissemination of information through the use of press 
releases, quarterly earnings conference calls, corporate 
presentations, and other events and materials available 
through our website. We also leverage more
interpersonal methods of communications, including 
participation in investor conferences and other in-person, 
telephonic, and web-based meetings. Following 
interactions with our stakeholders, we provide feedback 
throughout the organization to promote further alignment 
with our stakeholders’ interests, as appropriate. 
None of our net proved reserves are located in or near 
areas of conflict. In addition, approximately 12% of our 
net proved reserves are on lands of indigenous peoples. 
We support our operators in their activities in support of 
indigenous peoples and will continue to comply with all 
appropriate rules and regulations in support of any 
indigenous peoples that our operations are located within.
We respect and uphold basic human rights in the 
workplace. As such, we do not tolerate harassment and 
prohibit any form of discrimination.
We respect employee privacy and freedom of expression, 
particularly, but not limited to, when exercising an 
employee’s right to stop unsafe work and report violations 
of Company policy. Finally, we are committed to providing 
STAKEHOLDER ENGAGEMENT
SECURITY, HUMAN RIGHTS &
RIGHTS OF INDIGENOUS PEOPLES
SASB EM-EP-210a.1
SASB EM-EP-210a.2
Social
Social

16
fair wages and benefits in compliance with national, state 
and local laws, as applicable.
We are committed to stakeholder involvement in the 
development, implementation and evaluation of our 
policies, and invite stakeholder engagement with respect 
thereto. As of the date of this report, we are not aware of 
any salient risks posed to human rights by our business 
operations or interactions. 
We strive to support charitable and volunteer 
organizations in our local community to improve the quality 
of life for those living in the area. Along with our 
corporate initiatives, we view the support of our employees 
who volunteer their time with charitable organizations as 
critical and we will continue supporting their efforts.
In 2021, NOG’s ESG Task Force established a volunteer 
employee charity committee. The committee encompasses 
15 employees and represents 56% of the non-executive 
employees at the Company.
The following summarizes the structure of NOG’s charitable 
monetary giving efforts:
•	 Approximately 70% is focused on corporate initiatives 
that support key organizations/causes that align with 
our corporate values and further long-term 
relationships that support the Twin City metropolitan 
region.
•	 Approximately 25% is focused on matching donations 
to individual causes that our employees are passionate 
about.
•	 The remaining approximately 5% of funds will serve as a 
reserve fund to enable sponsorship or ad hoc donations 
that supports our non-monetary giving (“Time & Talent”) 
objectives.
In support of our charitable efforts, we have formed a 
sub-committee of employees that lead/organize our Time & 
Talent efforts. Examples include, but are not limited to, 
fundraiser walks/races, community cleanups/builds, and 
other activities.
PHILANTHROPY & COMMUNITY
ENGAGEMENT 
Social
Social

17
ENVIRONMENTAL, SOCIAL AND 
GOVERNANCE (ESG) OVERSIGHT
CORPORATE GOVERNANCE 
GUIDELINES AND OTHER
RESOURCES
We leverage sound corporate governance practices that 
promote accountability and good decision making, which 
is key to our long-term success. Our Board and its 
committees are responsible for our strategy and 
governance. We are committed to conducting our business 
with honesty and integrity in accordance with appropriate 
legal and ethical standards, and we expect our employees 
to exemplify these principles as they conduct their work 
activities. We appreciate our employees’ collective efforts 
as we strive to further promote the long-term sustainability 
of our Company. 
NOG’s Board and management acknowledge the 
importance of and are committed to providing further 
transparency on ESG matters. Our Nominating and 
Corporate Governance (NCG) Committee provides 
strategic oversight of our ESG reporting and related 
sustainability efforts. The NCG Committee meets 
regularly to consider all matters brought before it,
including ESG. 
To further enhance NOG’s and our Board’s governance of 
ESG matters, in fiscal year 2021 we formed a managerial 
ESG Task Force composed of a multi-disciplinary team of 
employees and third-party advisors. This team is 
responsible for evaluating risks and opportunities, 
developing policies, practices, information and 
communications, and providing recommendations and 
reports related to ESG to our CEO and to the Board 
through the NCG Committee.
Our Board has adopted Corporate Governance 
Guidelines as a general framework to assist the Board in 
fulfilling its responsibility for the business and affairs of NOG 
to be managed by or under the direction of the Board.
In discharging responsibilities as a director, a director is 
entitled to rely in good faith on reports or other information 
provided by our management, independent auditors, and 
other persons as to matters the director reasonably 
believes to be within such other person’s professional or 
expert competence and who has been selected with 
reasonable care by or on behalf of the Company. Our 
Board’s principal responsibility is one of oversight.  
Our management team is responsible for:
•	 Implementing NOG’s strategic plan; 
•	 Identifying and managing risk; 
•	 Making and keeping the books and records of the 
Company; 
•	 Preparing our financial statements and determining 
that they are complete, accurate, and in accordance 
with generally accepted accounting principles; 
•	 Establishing satisfactory disclosure controls and 
internal controls over financial reporting; and 
•	 Timely reporting to the Board.  
Our independent auditor is responsible for auditing NOG’s 
financial statements and the effectiveness of the 
Company’s internal control over financial reporting.  
Our internal and outside counsel are responsible for 
assuring compliance with laws and regulations and the 
Company’s corporate governance policies.
We maintain a Corporate Governance section on our 
website that includes copies of NOG’s corporate 
governance documents, which can be found on our 
website, www.northernoil.com under the Governance 
section. Corporate governance documents available on 
the website include our Corporate Governance 
Guidelines, Corporate Bylaws, charters for the committees 
of our Board, Code of Business Conduct and Ethics, Insider 
Trading Policy and Whistleblower Hotline.
GOVERNANCE
Governance
Governance

18
As it relates to our Insider Trading Policy, NOG and its 
directors, officers and employees must act in a manner 
that does not misuse material financial or other 
information that has not been publicly disclosed. Failure to 
do so runs contrary to our values and integrity. Maintaining 
the confidence of holders of the Company’s securities and 
the public markets is important. The principle underlying 
our Insider Trading Policy is fairness in dealings with other 
persons, which requires that NOG representatives not take 
personal advantage of undisclosed information to the 
detriment of others who do not have the information. 
Compliance with the policy is an individual responsibility.   
No director, officer, employee, contractor or consultant 
(“Covered Persons”) of the Company or its subsidiaries may, 
directly, or indirectly through family members or other 
persons or entities, trade in the Company’s securities 
unless they are sure that they do not possess material 
nonpublic information. No Covered Person may disclose 
material nonpublic information to others who might use 
it for trading or pass it along to others who might trade. 
Besides the Company’s securities, Covered Persons may 
not trade in securities of any other company unless they 
are sure that they do not possess any material nonpublic 
information about that company that was obtained in the 
course of their employment with NOG, such as information 
about a major transaction being considered or 
negotiated. The full Insider Trading Policy is available on 
NOG’s website.
We do not have a classified Board as all Directors are 
elected each year at the annual meeting by our 
stockholders. Each director’s term lasts until the 
upcoming Annual Meeting of Stockholders and until he or 
she is succeeded by another qualified director who has 
been elected. There are no familial relationships between 
any of our directors and executive officers.  
Our Board has overall responsibility for the selection of 
candidates for nomination or appointment to the Board. 
The NCG Committee will recommend director candidates 
to the Board for nomination or appointment. Our Board’s 
policy is to encourage selection of directors who will
contribute to NOG’s overall corporate goals. The Board 
and the NCG Committee will annually review the 
experience and characteristics appropriate for Board 
members and director candidates in light of the Board’s 
composition at the time, and the skills and expertise 
needed for effective operation of the Board and its
committees.
The criteria the Board considers, based on the 
recommendations of the NCG Committee, include:
1.	 Ethics: Directors should be persons of good reputation 
and character who conduct themselves in 
accordance with high personal and professional 
ethical standards, including the policies set forth in the 
Company’s Code of Business Conduct and Ethics. 
2.	 Conflicts of Interest: Each director should not, by 
reason of any other position, activity or relationship, 
be subject to any conflict of interest that would impair 
the director’s ability to fulfill the responsibilities of a 
member of the Board.
3.	 Independence: The Board considers whether directors 
and nominees are considered independent under the 
standards of the NYSE, and the heightened 
independence standards for audit committees and 
compensation committee under the securities laws.
4.	 Business and Professional Activities: Directors should 
maintain a professional life active enough to keep 
them in contact with the markets and/or the industry 
in which the Company is active. A significant position 
or title change is seen as reason to review a director’s 
membership on the Board.
5.	 Experience, Qualifications and Skills: Directors should 
have the educational background, experience, 
qualifications and skills relevant for effective oversight 
of the Company’s management, which may include 
experience at senior executive levels in comparable 
companies, public service, professional service firms, or 
educational institutions.
BOARD COMPOSITION
Governance
Governance
Selection of Board Nominees

19
Our Board currently consists of eight members, all of whom 
have significant relevant qualifications and experience. 
We believe our Board shares a common vision, while at the 
same time bringing diversity in thought, background and 
skills to their oversight of NOG.
Our Board has determined that each current director and 
director nominee is an “independent director” as defined 
by the NYSE. To make this determination, the Board 
considers all relevant facts and circumstances indicating 
whether a director has a material relationship with the 
company either directly or as a partner, stockholder or 
officer of an organization that doesbusiness with the 
Company. Material relationships can include commercial, 
banking, consulting, legal, accounting, charitable and 
familial relationships. In addition, eachdirector must 
complete an annual questionnaire to disclose, among 
other things, information regarding ownership in the 
Company, compensation received from the Company (if 
any) and any relationship a director has either directly or 
indirectly through a family member or otherwise with 
certain board or Company advisors or other companies 
with whom our Company does business. 
6.	 Time/Participation: Directors should have the time 
and willingness to perform their duties and 
responsibilities effectively, including time to study 
informational and background materials and to 
prepare for meetings. Directors should attempt to 
arrange their schedules to allow them to attend all 
scheduled Board and committee meetings.  The Board 
considers the participation of and contributions to the 
activities of the Board for any director recommended 
for re-nomination.
7.	 Board Evaluation: The Board will consider the results 
of an annual Board evaluation in its Board refreshment 
strategy.
8.	 Overboarding: Accepting a directorship with another 
company that the director did not hold when elected 
or appointed to the Board will be seen as a reason 
to review a director’s membership on the Board. No 
director may serve on more than four public company 
boards (including NOG’s Board). No director that is 
an executive officer of a public company may serve 
on more than two public company boards (including 
NOG’s Board). In addition, unless the Board has 
specifically determined that such service would not 
impair effective Audit Committee service, no member 
of the Audit Committee may serve simultaneously on 
the audit committee of more than three public 
companies (including NOG’s Audit Committee).
9.	 Diversity: Our Board believes that diversity, 
including gender, race and ethnicity, brings a diversity 
of viewpoints to the Board that is important to the 
effectiveness of the Board’s oversight of the Company.
Board Qualifications
Board Independence and Diversity
Topic
Metric
100%
71% Male / 29% Female
~7 years
~55 years
~15%
Independence (%)
Gender diversity (%)
Average tenure
Average age
Shareholder representation on Board 
(1)    As of March 28, 2022.
Governance
Governance
10.	Tenure/Retirement: The Board does not believe that 
there should be a fixed term or retirement age for 
directors, but considers each director’s tenure and the 
average tenure of the Board.
The following summarizes our Board’s composition:

20
During the 2021 fiscal year, our Board held four meetings, 
our Audit Committee held four meetings, our 
Compensation Committee held two meetings, and our 
Nominating and Corporate Governance  Committee held 
two meetings.  Each board member attended at least 75% 
of the aggregate of the Board meetings held in 2021 and 
the respective committee meetings held in 2021 for which 
he or she was a committee member.
Each of our Board members are expected to discharge 
his or her director duties, including duties as a member of 
a committee on which they serve, in good faith and in a 
manner the director reasonably believes to be in the best 
interests of the Company. 
The authority and responsibilities of the Board include:
•	 Strategic Plan: To set the direction of NOG and 
monitor management to ensure that the Company 
achieves its objectives; to review, monitor and approve 
the overall operating, financial and strategic plans, 
operating goals and performance of the Company.
BOARD PRACTICES
Board Duties and Responsibilities
Governance
Governance
•	 Reporting and Compliance Systems: To ensure 
that NOG management maintains an effective 
system for timely reporting to the Board or 
appropriate Board committees and to the public 
as required on the following: 
•	 The Company’s financial and business plans, 
strategies and objectives; 
•	 The financial results and condition of NOG and 
its business segments; 
•	 Significant accounting, regulatory, competitive, 
litigation and other external issues affecting the 
Company; and 
•	 Systems of control which promote accurate 
and timely reporting of financial information to 
stockholders and compliance with laws and 
corporate policies. 
•	 Risk Oversight: To understand the principal risks 
associated with NOG’s business on an ongoing 
basis, and oversee the key risk decisions of 
management, which includes comprehending the 
appropriate balance between risks and rewards.

21
Governance
Governance
•	 Disclose Relationships: To disclose promptly to the 
Board any existing or proposed relationships with 
NOG (other than service as a Board member or on 
Board committees) which could be required to be 
disclosed or could affect the independence of the 
director under applicable listing standards. This 
includes direct relationships between the Company 
and the director and his or her family members, 
and indirect relationships between NOG and any 
business, nonprofit or other organization in which 
the director is a general partner or manager, officer, 
or significant stockholder, or is materially financially 
interested.
•	 Shareholder Engagement: To ensure that NOG 
maintains an active dialogue with shareholders so 
that their perspectives are thoughtfully considered; 
and to review shareholder proposals properly 
submitted and, based on the recommendations of 
the NCG Committee, respond as appropriate.  
•	 Annual Shareholders Meeting: To attend NOG’s 
annual shareholders meeting unless unusual 
circumstances make attendance impractical.
•	 Corporate Culture: To devise and maintain a human 
capital management system and a corporate 
culture that promote compliance with legal and 
regulatory requirements and the ethical conduct of 
the Company’s business.
•	 Sustainability: To promote the long-term 
sustainable growth of NOG, including considering 
the social and environmental goals of the 
Company.
•	 Compensation: To select, evaluate, and 
compensate the Company’s CEO and other 
executive officers and to approve the compensation 
of directors, based on the recommendations of the 
Compensation Committee.
•	 Management Succession Planning: To approve, 
based on the recommendations of the 
Compensation Committee, a management 
succession plan. 
•	 Board Evaluation: To review the results of the annual 
board evaluation conducted by the NCG 
Committee to determine whether the Board and its 
committees are functioning effectively.
•	 Corporate Governance Documents: To review and 
approve any amendments to NOG’s certificate of 
incorporation, bylaws, code of ethics, these 
corporate governance guidelines, and other 
corporate governance policies, based on the 
recommendations of the NCG Committee.

22
Board Leadership Structure and Role in 
Risk Oversight
Board Committees
The roles of Chief Executive Officer and Chairman of the 
Board of NOG are currently held by different individuals. 
This separation recognizes the differences between the 
two roles and the value of having the distinct and different 
perspectives and experiences of a separate Chief 
Executive Officer and Chairman of the Board. The 
non-executive Chairman is responsible for, among other 
things, developing the agenda and procedures for the 
board’s work, presiding over meetings of the full board and 
executive sessions of the independent directors, acting as 
a liaison between the board and management, 
coordinating the director recruitment process, leading 
succession planning efforts and facilitating 
communications with investors.
NOG’s management is responsible for defining the 
various risks we face, formulating risk management policies 
and procedures while managing our risk exposure. It is our 
Board’s responsibility to monitor our risk management 
processes by informing itself concerning our material risks 
and evaluating whether management has reasonable 
NOG’s Board has standing audit, compensation and 
nominating and governance committees. All three 
committees consist solely of independent directors. The 
following shows the current membership of the committees 
and who serves as chair for each committee:
controls in place to address the material risks. The Audit 
Committee is primarily responsible for monitoring 
management’s responsibility in the area of risk oversight, 
and the non-executive chairman also plays a key role in 
this regard given his regular communications with 
management. Management regularly reports to our Audit 
Committee on risk management, which in turn reports on 
the matters discussed at the committee level to the full 
board. The Audit Committee and full Board focus on the 
material risks our Company faces to assess whether 
management has reasonable controls in place to address 
these risks. Our Board believes this division of 
responsibilities provides an effective and efficient 
approach for addressing risk management.
Governance
Governance
Board Members
Audit
Compensation
Nominating 
and Corporate 
Governance
Bahram Akradi
Lisa Bromiley
Roy Easley
Michael Frantz
Stuart Lasher
Jack King
Chair
Member
Bill Kimble 
Jennifer Pomerantz

23
Audit Committee
Overview
The purposes of the Audit Committee are to:
•	 Oversee the accounting and financial reporting 
processes of the Company and audits of NOG’s 
financial statements.  
•	 Assist the Board in fulfilling its oversight responsibilities 
regarding the: 
•	 	Integrity of the Company’s financial statements; 
•	 NOG’s compliance with legal and regulatory 
requirements; and
•	 Qualifications, independence and performance of 
the independent registered public accounting firm 
engaged for the purpose of preparing or issuing 
an audit report or performing other audit, review or 
attest services for the Company (the “independent 
registered public accounting firm”);
•	 Annually, prepare an Audit Committee Report and 
publish the report in the Company’s proxy statement 
for its annual meetings of stockholders, in accordance 
with applicable rules and regulations; and
•	 Perform such other functions as the Board may assign 
to the Audit Committee from time to time.
The Compensation Committee aids NOG’s directors in 
fulfilling their responsibility to stockholders to ensure that 
our executive officers are compensated within the
Company’s compensation philosophy and objectives.
The Compensation Committee assists the Company in 
managing executive compensation that:
•	 Supports NOG’s overall business strategy and 
objectives;
•	 Attracts, retains and motivates the best executives in 
the industry;
•	 Promotes the Company’s pay-for-performance 
philosophy; and
•	 Ensures that NOG’s compensation programs and 
practices are of the highest quality and designed with 
full consideration of all accounting, tax, securities law, 
and other regulatory requirements.
Nominating and Corporate Governance 
Committee
The primary purposes of the Nominating and Corporate 
Governance Committee are to:
•	 Establish and maintain reasonable qualifications for 
persons serving as directors;
•	 Identify individuals qualified to become Board 
members;
•	 Nominate qualified candidates for election to the 
Board and appointment to fill vacancies on the Board;
•	 Maintain a set of corporate governance guidelines 
applicable to NOG;
•	 Oversee ESG and sustainability matters within the 
Company; and
•	 Oversee the evaluation of the Board and 
management.
Our Compensation Committee is responsible for 
establishing director and executive officer compensation, 
as well as policies and programs to ensure that they are 
consistent with our compensation philosophy and 
principles of corporate governance. The Compensation 
Committee is authorized to make plan awards to our 
employees to recognize individual and Company-wide 
achievements as the committee deems appropriate. Our 
Compensation Committee has historically reviewed and 
approved base salary and incentive compensation levels, 
employment agreements and benefits for all executive 
officers.
Our compensation program seeks to reward our 
management for maximizing stockholder value and 
ensuring the long-term stability of our Company. Our 
compensation program is intended to reward individual 
accomplishments, team success and corporate results. It 
also recognizes the varying responsibilities and  
contributions of each employee and is intended to foster 
an ownership mentality among our management team.
COMPENSATION PRACTICES
Governance
Governance
Compensation Committee

24
In 2021, we held a stockholder advisory vote on the 
compensation paid to our named executive officers for 
2020, which resulted in approximately 99% of the votes 
cast approving such compensation. Our Compensation 
Committee evaluated the results of last year’s advisory 
vote on executive compensation and, given the support 
expressed by stockholders, did not make any specific 
changes to our executive compensation program as a 
result thereof.
The Compensation Committee makes the final 
determination of all compensation paid to our named 
executive officers and directs all compensation decisions 
affecting our executive officers. While management may 
provide recommendations and input, the Compensation 
Committee has no obligation to accept management’s 
recommendations, and meets regularly in executive 
session to discuss and ultimately set executive 
compensation amounts and programs. Our Chief 
Executive Officer is not present during voting or 
deliberations regarding his compensation.
To recruit and retain the most qualified and competent 
individuals as senior executives, we strive to maintain a 
compensation program that is competitive in our market 
and with respect to the general profession of our 
executives. We remain committed to hiring and retaining 
qualified, motivated employees at all levels within the 
organization while ensuring that all forms of 
compensation are aligned with business needs. Our 
compensation program is intended to reward exceptional 
organizational and individual performance. Our 
compensation system is designed to support the 
successful attainment of our vision, values and business 
objectives.
The following compensation objectives are considered 
in setting the compensation components for our senior 
executives
•	 Attract and retain key executives responsible not only 
for our continued growth and profitability, but also for 
ensuring proper corporate governance and carrying 
out the goals and plans of our Company;
•	 Motivate management to enhance long-term 
stockholder value and to align our executives’ interests 
with those of our stockholders;
Topic
Year / Metric
2019 – 97%, 2020 – 96%, 2021 – 99%
No (1)
Yes
Yes
Say on pay support (%)
Clawback policy
Anti-hedging policy
Anti-pledging policy
(1)   To date, we have not adopted a formal clawback policy to recoup incentive-based compensation upon the occurrence of a financial restatement, misconduct, or other specified 
events. However, under the terms of our equity compensation plans, awards thereunder and any compensation associated therewith may be made subject to forfeiture, recovery by 
the Company or other action pursuant to any compensation recovery policy adopted by the board of directors at any time, including in response to the requirements of Section 10D of 
the Exchange Act and any implementing rules and regulations thereunder, or as otherwise required by law, and any award agreement may be unilaterally amended by the 
Compensation Committee to comply with any such clawback policy. We continue to evaluate the practical, administrative and other implications of implementing and enforcing a 
clawback policy, and intend to adopt a clawback policy in compliance with Section 10D of the Exchange Act once additional guidance is promulgated by the SEC.
Role of Executives in Establishing 
Compensation
Executive Compensation Philosophy
Governance
Governance

25
•	 Correlate a portion of management’s compensation 
to financial and operating performance;
•	 Evaluate and rate performance relative to the existing 
market conditions during the measurement period; 
and
•	 Set compensation and incentive levels that reflect 
competitive market practices.
The principal components of our executive compensation 
program have historically been base salary, annual 
short-term incentive bonuses and long-term incentive 
awards. We have sought to blend elements of 
compensation in order to formulate compensation 
packages that provide competitive pay, reward the 
achievement of financial, operational and strategic 
objectives on a short- and long-term basis, and align the 
interests of our executive officers and other senior 
personnel with those of our stockholders.
We have traditionally utilized stock incentives as a means 
to align the interests of our management with the 
interests of our stockholders and motivate our 
management to enhance stockholder value. Stock 
issuances to date have been designed to serve as both 
short-term rewards and long-term incentives. As a result, 
each of our named executive officers who have served 
with the Company for at least one year holds a significant 
number of shares of our outstanding common stock. 
Director compensation elements are designed to:
•	 Ensure alignment with long-term stockholder interests;
•	 Ensure we can attract and retain outstanding director 
candidates;
•	 Recognize the substantial time commitments 
necessary to oversee the affairs of our Company; and
•	 Support the independence of thought and action 
expected of directors.
Non-employee director compensation levels are reviewed 
by the Compensation Committee each year, and 
resulting recommendations are presented to the full Board 
for approval. While all of our current directors are 
non-employees of NOG, if there are directors who are also 
employees they would not receive additional pay for 
serving as directors.
Non-employee directors generally receive compensation 
consisting of both cash and equity, although certain 
directors have elected to receive compensation entirely 
in equity. A significant portion of director compensation 
is paid in equity to align director compensation with the 
long-term interests of stockholders. Non-employee 
directors are also reimbursed for reasonable expenses 
incurred to attend Board meetings or other functions 
relating to their responsibilities as a director. 
Non-Employee Director Compensation
Topic
Yes
Yes
Yes
Yes
No
Annual election of Directors
Proxy access
Shareholder ability to amend bylaws
One share – one vote
Poison pill plan in place
SHAREHOLDER RIGHTS
Governance
Governance

26
BUSINESS ETHICS & 
TRANSPARENCY
SASB EM-EP-510a.1
We are committed to conducting our business in 
accordance with the highest ethical standards, including 
complying with all applicable laws, rules and 
regulations, as well as our internal policies and procedures. 
Our non-operated interests in oil and gas assets are 
focused on prolific hydrocarbon-producing regions 
located on the mainland of the United States. As a result, 
none of our net proved reserves are located in countries 
with the 20 lowest rankings in Transparency International’s 
Corruption Perception Index.
We have a Financial Code of Ethics that has been 
effective since 2007 that sets forth the ethical principles 
by which corporate officers and executive management of 
NOG or, if no person holds any of such offices, the person 
or persons performing similar functions (the “Senior 
Financial Officers”) are expected to conduct themselves 
when performing their duties and responsibilities. The 
Senior Financial Officers also must comply with the 
Company’s Code of Business Conduct and Ethics.
The policy of the Company is to comply strictly with all 
laws governing operations and to conduct its affairs in 
keeping with the highest moral, legal and ethical 
standards. In particular, senior executives and financial 
officers hold an important and elevated role in maintaining 
a commitment to (i) honest and ethical conduct, (ii) full, 
fair, accurate timely and understandable disclosure in the 
Company’s public communications, and (iii) compliance 
with applicable governmental rules and regulations.
Our Code of Business Conduct and Ethics (the “Code”) 
was amended and restated in early in 2022. The Code sets 
forth NOG’s expectations regarding the conduct of all 
directors of the Company, as well as all executive and 
other officers, employees, independent contractors and 
agents of the Company (collectively, employees), while 
acting on NOG’s behalf and also is designed to provide 
guidelines for dealing with fellow employees, customers, 
stockholders, competitors, the communities where we 
work, conflicts of interest, illegal or unethical behavior and 
trading in NOG’s securities. The Board may amend the 
Code at any time, consistent with requirements of 
applicable laws, rules and regulations. Our Board provides 
oversight designed to help ensure ethical business 
practices throughout the organization and with all external 
stakeholders. 
In conducting his/her duties to and responsibilities for 
NOG, each Senior Financial Officer shall:
•	 Engage in only honest and ethical conduct, including 
the ethical handling of actual or apparent conflicts of 
interest between personal and professional 
relationships;
•	 Avoid conflicts of interest by disclosing to the full 
Board any material transaction or relationship that 
reasonably could be expected to give rise to such a 
conflict; and complying with the procedures, 
limitations, additional disclosure and reporting 
obligations and other requirements that the Board 
may establish to mitigate or eliminate the conflict of 
interest or its effects on the Company;
•	 Provide full, fair, accurate, timely and understandable 
disclosure in reports and documents that the 
Company files with, or submits to, the United States 
Securities and Exchange Commission and in other 
public communications that the Company makes;
•	 Comply in all material respects with all applicable 
laws, rules and regulations of national, state, provincial 
and local governments;
•	 Act in good faith, responsibly, with due care and 
diligence, without misrepresenting material facts or 
allowing his/her independent judgment on behalf of 
the Company to be subordinated to other interests; 
and
•	 Promote ethical behavior by others in the work 
environment.
Financial Code of Ethics
Honest and Ethical Conduct
Code of Conduct and Ethics
Our Strategy
Governance

27
The Code is located on our website, www.northernoil.com 
in the Governance section. The Code addresses a wide 
range of business practices and procedures and sets out 
basic principles to guide all directors, officers, and 
employees of NOG. 
The Code governs our business decisions and actions. The 
integrity, reputation and profitability of NOG ultimately 
depends upon the individual actions of our employees and 
directors. The Code serves to assist in defining our ethical 
principles, and is not all-encompassing. Each employee 
and each director have the personal responsibility to apply 
the Code in good faith and with reasonable business 
judgment. We enforce the Code equitably – any employee 
who does not adhere to the Code we view as acting 
outside the scope of his/her employment. All employees 
and directors are expected to read and to familiarize 
themselves with the Code and our other policies, 
standards and procedures that are applicable to them. 
NOG proactively promotes ethical behavior and allows 
submission of complaints or concerns regarding 
violation of the Code either orally or in writing. Employees 
are expected to report violations of applicable laws, rules 
and regulations, the Code or any other code, policy or 
procedure of the Company to appropriate personnel. 
Per the Code, under no circumstance shall our relations 
with government officials and employees be conducted in 
any manner that would subject the Company to 
embarrassment or reproach if publicly disclosed. Gifts, 
social amenities, reasonable entertainment and other 
courtesies can be extended to government officials or 
employees only to the extent clearly appropriate under 
applicable customs and practices. Any expenses incurred 
by an employee or a director in connection therewith is 
expected to be specifically designated as such on the 
employee’s or director’s related expense account and 
Social Amenities, Gifts and
Entertainment
Our Strategy
Governance
specifically reviewed and approved by an officer (or, if the 
employee is an officer, another officer) of NOG.
No funds or assets of the Company are to be paid, loaned, 
given or otherwise transferred, directly or indirectly, to any 
government official or employee or to any entity in which 
a government official or an employee is known to have a 
material interest.

28
No funds or assets of the Company shall be used, directly 
or indirectly, for federal, state or local political contributions 
or for political contributions outside the United States, 
even where permitted by applicable laws, without the prior 
written approval of our Chief Executive Officer. The Board 
of Directors is immediately advised of all such political 
contributions, if any. To communicate our views on 
legislative and regulatory matters affecting our operations 
and industry, we may engage in the legislative and 
regulatory processes through various trade associations.
Studies by the IEA suggest that, even in a 
carbon-constrained future scenario, demand for natural 
gas will continue to grow for the next 10 years, and oil and 
natural gas will continue to make up approximately half of 
the overall energy mix for the next 20 years. During 2021, 
we executed on four major acquisitions, including a 
transaction that closed in January 2022 that were 
designed to expand our geographic footprint, enhance 
our product mix, and – most importantly – drive 
increased cash flow generation to support our long-term 
cash dividend payout strategy. Our proved oil and 
natural gas reserves as of December 31, 2021 consisted of 
46% crude oil and 54% natural gas, compared to 78% and 
22%, at the end of 2020.
 
We are heavily impacted by movements in crude oil prices, 
which also influence natural gas and natural gas liquids 
prices. The price we receive for our production significantly 
impacts our revenue, profitability, access to capital, and 
future rate of growth. Oil and natural gas are commodities, 
and their prices are subject to wide fluctuations in 
response to relatively minor changes in supply and 
demand. The prices we receive for our production depend 
on numerous factors beyond our control, including the 
direction of any future climate change regulations. 
Our property interests are not operated by us and involve 
other third-party working interest owners. While we have 
limited ability to influence or control the operations or 
future development of such properties, we seek operators 
focused on compliance with environmental, safety, climate 
change and other considerations.
We continuously evaluate the business to identify risks and 
opportunities. We consider multiple pricing scenarios when 
forming our forecast, budget, and long-term plans. These 
same principles also apply as we pursue the acquisition 
of additional compelling non-operated, producing assets 
generating cash flow at attractive valuations with upside 
potential and optimization opportunities. 
Actions prohibited by the Code involving directors or 
executive officers must be reported to the Audit 
Committee. Actions prohibited by the Code involving 
anyone other than a director or executive officer is 
expected to be reported to the reporting person’s 
supervisor or the Chief Legal Officer. Alternatively, 
employees may report such complaints or concerns 
anonymously through NOG’s Whistleblower Hotline, the 
number for which is: 1 (877) 771-4098.
Our procedures are in no way intended to limit employee 
reporting of alleged violations relating to accounting or 
auditing matters to proper governmental and regulatory 
authorities.
We do not permit retaliation of any kind for good faith 
reports of possible ethical or legal violations or of other 
material information. The Company shall not discharge, 
demote, suspend, threaten, harass or in any manner
discriminate against an employee in the terms and 
conditions of employment based upon any lawful actions 
of such employee with respect to good faith reporting of 
such possible violations.
Reporting Illegal or Unethical Behavior
Protection for Reporting Persons
Political involvement
RESERVES VALUATION AND 
CAPITAL EXPENDITURES
SASB EM-EP-420a.4
Governance
Governance

29
The oil and natural gas industry has become increasingly 
dependent on digital technologies to conduct certain 
exploration, development, production, processing, and 
financial activities. We depend on digital technology to 
estimate quantities of oil and natural gas reserves, 
manage operations, process and record financial and 
operating data, analyze seismic and drilling information, 
and communicate with our employees and third-party 
partners.
We have agreements with third parties for hardware, 
software, telecommunications and other information
technology services in connection with our business. In 
addition, we have proprietary software systems, 
management techniques and other information 
technologies (IT)  incorporating software licensed from third 
parties. It is possible that we, or these third parties, could 
incur interruptions from cyber security attacks, computer 
viruses or malware, or that third party service providers 
could cause a breach of our data. We believe that we 
have positive relations with our related vendors and 
maintain adequate anti-virus and malware software and 
controls, and we utilize various procedures and controls 
to monitor and mitigate our potential exposure to threats 
that could impact our data security and privacy.
We seek to identify legal, governmental, and other 
external regulatory requirements for their relevancy to our 
IT practices. We perform testing of our IT control 
environment to ensure compliance with our policies and 
practices as part of our annual audit process.  We also 
maintain insurance coverage to protect us from various 
risks related to cyber security and IT matters.  Overall, 
we strive to ensure our internal network architecture and 
applications are configured and documented – and most 
importantly protected – to support the reliable storage, 
processing, and transfer of sensitive data.
Our oil and natural gas exploration, production and 
related operations are subject to extensive rules and 
regulations promulgated by federal, state, tribal and local 
authorities and agencies, and which continue to evolve. 
This includes the potential for required permits for drilling 
operations, drilling bonds and reports concerning 
operations and other requirements relating to the
exploration and production of oil and natural gas. There 
can also be statutes or regulations addressing 
conservation matters, including provisions for the 
unitization or pooling of oil and natural gas properties, the 
location of wells, the method of drilling and casing wells, 
the surface use and restoration of properties upon which 
wells are drilled, the sourcing and disposal of water used in 
the process of drilling, completion and abandonment, the 
establishment of maximum rates of production from wells, 
and the regulation of spacing, plugging and 
abandonment of such wells. 
At times regulatory agencies have also imposed price 
controls and limitations on production by restricting the 
rate of flow of crude oil and natural gas from wells below 
actual production capacity in order to conserve supplies of 
crude oil and natural gas. Additional proposals and 
proceedings that affect the oil and natural gas industry 
are regularly considered by Congress, the states, the 
Federal Energy Regulatory Commission (FERC), other 
regulatory agencies and the courts. The implementation 
of new, or the modification of existing, laws or regulations 
could have a material adverse effect on us, such as 
diminishing the demand for our products through 
legislative enactment of proposed new penalties, fines 
and/or taxes on carbon that could have the effect of 
raising prices to the end user. 
MANAGEMENT OF THE LEGAL & 
REGULATORY ENVIRONMENT
DATA SECURITY & PRIVACY
SASB EM-EP-530a.1
Governance
Governance

SAFE HARBOR
This report 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 (the “Securities Act”) and the Securities 
Exchange Act of 1934, as amended (the “Exchange Act”). 
All statements other than statements of historical facts 
included in this report regarding NOG’s dividend plans 
and practices, financial position, operating and financial 
performance, business strategy, plans and objectives of 
management for future operations, industry conditions, 
indebtedness covenant compliance, capital expenditures, 
production, and cash flow are forward-looking statements. 
When used in this report, 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.
 
Forward-looking statements involve inherent risks and 
uncertainties, and important factors (many of which are 
beyond our company’s control) that could cause 
actual results to differ materially from those set forth in 
the forward-looking statements, including the following: 
changes in NOG’s capitalization; changes in crude oil and 
natural gas prices; the pace of drilling and completions 
activity on NOG’s properties; NOG’s ability to acquire 
additional development opportunities; 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; 
infrastructure constraints and related factors affecting 
NOG’s properties; cost inflation or supply chain disruption; 
ongoing legal disputes over and potential shutdown of the 
Dakota Access Pipeline; the COVID-19 pandemic and its 
related economic repercussions and effect on the oil and 
natural gas industry; general economic or industry 
conditions, nationally and/or in the communities in which 
NOG conducts business; changes in the interest rate 
environment, legislation or regulatory requirements; 
conditions of the securities markets; NOG’s ability to raise 
or access capital; cyber-related risks; changes in 
accounting principles, policies or guidelines; and financial 
or political instability, health-related epidemics, acts of 
war or terrorism, 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 and subsequent 
Quarterly Reports 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. NOG does not undertake any duty to update or 
revise any forwardlooking statements, except as may be 
required by the federal securities laws.
30

4350 Baker Road, Ste 400
Minnetonka, MN 55343
(952) 476-9800
ir@northernoil.com