NOG Strengthens Presence in Ohio and Boosts Financial Flexibility
Northern Oil and Gas, Inc. today announced the successful closing of a significant acquisition of non-operated properties in the heart of the Ohio Utica Shale, alongside the completion of a revised and expanded reserves-based lending facility. These strategic moves underscore NOG’s ongoing commitment to enhancing its portfolio of high-quality hydrocarbon assets while maintaining financial flexibility to support both organic growth and accretive acquisitions.
UTICA SHALE ACQUISITION: Strategic Expansion in a Core Hydrocarbon Basin
On February 23, 2026, Northern Oil and Gas officially closed on its previously announced acquisition of upstream and midstream interests in the Ohio Utica Shale from Antero Resources Corporation and Antero Midstream Corporation (collectively “Antero”). This acquisition represents a critical step in NOG’s strategy to expand its presence in premier hydrocarbon-producing basins, with a particular focus on high-quality, non-operated assets that generate stable cash flows.
Under the terms of the joint acquisition, NOG acquired a 40% interest in the Ohio Utica Shale assets, with INR increasing its stake to 60% in the transaction. The closing payment by NOG totaled $464.5 million in cash, which incorporated an initial $58.8 million deposit made at the time of signing. The final amount reflects customary and preliminary purchase price adjustments and remains subject to post-closing settlements between NOG and Antero.
The acquisition strengthens NOG’s portfolio in one of the most prolific shale plays in the United States. The Ohio Utica Shale is known for its deep hydrocarbon potential and strong production economics, offering both liquids-rich and dry gas opportunities. By securing non-operated positions in the core of the basin, NOG gains exposure to an established operator-led development program while maintaining a low-risk ownership profile. Non-operated assets allow NOG to benefit from the cash flow and production growth generated by operators without assuming the operational risks and capital requirements associated with full field development.
The acquired assets include both upstream production and midstream infrastructure, providing NOG with diversified exposure across the energy value chain. Upstream assets contribute directly to production and cash flow, while midstream holdings offer long-term fee-based revenue opportunities, enhancing the overall stability of returns. The joint ownership structure with INR further strengthens the investment by pooling resources and leveraging operational expertise to maximize asset performance.
Funding for the acquisition came from a combination of NOG’s cash on hand, free cash flow generated from ongoing operations, and borrowings under its revolving credit facility. This diversified funding approach reflects NOG’s disciplined capital allocation strategy, balancing liquidity management with strategic growth initiatives.
Financial Implications and Strategic Rationale
The acquisition is expected to be immediately accretive to NOG’s financial performance, contributing to both production volumes and cash flow. By adding high-quality non-operated assets in the Ohio Utica Shale, NOG not only expands its production footprint but also enhances its ability to generate stable free cash flow, which is critical for funding future acquisitions, debt reduction, and shareholder returns.
Northern Oil and Gas operates under a strategic model focused on non-operated minority interests in premier hydrocarbon basins across the contiguous United States. This model emphasizes capital efficiency and risk mitigation, allowing the company to generate exposure to high-return assets without the operational burdens typically associated with exploration and production. The Ohio Utica acquisition exemplifies this strategy, providing significant upside potential while preserving NOG’s conservative risk profile.
The transaction aligns with the company’s broader objective of optimizing its portfolio of producing assets. By selectively acquiring non-operated properties in regions with robust production histories and operator-led development programs, NOG can enhance its production base, increase reserve life, and strengthen its long-term financial position. These acquisitions also create potential for future expansion through strategic bolt-on opportunities, further solidifying NOG’s position in key basins.
CREDIT FACILITY EXPANSION: Supporting Growth and Liquidity
Concurrently with the acquisition, Northern Oil and Gas executed an amendment to the credit agreement governing its reserves-based lending facility, due 2030, with Wells Fargo serving as administrative agent and an existing syndicate of 18 lenders. The amendment, effective February 23, 2026, increased the elected commitment amount to $1.8 billion, up from $1.6 billion, while the borrowing base rose to $1.975 billion from $1.8 billion. Importantly, all other terms and conditions of the facility remain substantially unchanged.
The expanded revolving credit facility provides NOG with increased financial flexibility, enabling the company to support ongoing acquisitions, fund capital expenditures, and maintain liquidity for operational needs. By proactively securing additional borrowing capacity, NOG strengthens its balance sheet and positions itself to respond efficiently to market opportunities and industry dynamics. The combination of the new facility and the Ohio Utica acquisition reflects NOG’s disciplined approach to capital management, ensuring that strategic growth initiatives are fully supported without compromising financial stability.
This credit facility also reinforces NOG’s relationship with a broad syndicate of leading financial institutions, demonstrating continued confidence in the company’s business model and operational strategy. The reserves-based structure of the facility aligns borrowing capacity with the value of the company’s producing assets, offering a prudent mechanism for managing leverage while supporting long-term growth initiatives.
ABOUT NORTHERN OIL AND GAS
Northern Oil and Gas, Inc. is a real asset-focused company with a primary investment strategy centered on acquiring and managing non-operated minority working interests and mineral interests in premier hydrocarbon-producing basins throughout the contiguous United States. NOG’s approach prioritizes high-quality, cash-flow-generating assets with upside potential, allowing the company to maximize value creation while minimizing operational risk.
The company’s portfolio spans multiple leading basins, including the Bakken, Permian, and Utica Shales, each characterized by established production, proven operators, and strong economics. By focusing on non-operated interests, NOG leverages the expertise of established operators while maintaining a capital-efficient model, generating stable revenue streams and long-term growth potential.
NOG’s disciplined acquisition strategy is complemented by a conservative approach to financial management. Through careful capital allocation, strategic debt management, and prudent reserve-based lending practices, the company ensures that growth initiatives are both sustainable and accretive to shareholder value. The combination of high-quality assets, experienced operator partnerships, and a strong balance sheet positions Northern Oil and Gas as a leading participant in the U.S. independent oil and gas sector.
Strategic Outlook and Market Implications
The closing of the Ohio Utica Shale acquisition, coupled with the expansion of the revolving credit facility, represents a major milestone in NOG’s growth trajectory. As the company continues to identify and acquire high-quality non-operated assets, it remains committed to balancing strategic expansion with prudent financial management. The acquisition provides immediate scale in a core hydrocarbon basin and enhances the company’s ability to generate sustainable cash flow, which is critical for reinvestment, debt reduction, and potential shareholder returns.
In the broader context of the U.S. oil and gas market, Northern Oil and Gas’ strategy highlights the value of non-operated assets as a means to gain exposure to high-growth basins while mitigating operational risk. As operators continue to develop the Utica Shale and other prolific regions, NOG’s non-operated interests position the company to benefit from production growth, commodity price recovery, and expanding midstream infrastructure.
Looking ahead, NOG’s management has emphasized the importance of disciplined capital deployment, portfolio optimization, and risk-adjusted growth. The combination of acquisitions like the Ohio Utica Shale transaction and a robust, flexible credit facility ensures that the company is well-equipped to navigate the evolving energy landscape, capture accretive opportunities, and deliver long-term value to shareholders.
