Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 19, 2023, the Board of Directors (the "Board") of Northern Oil and Gas, Inc. (the "Company") adopted and approved, effective immediately, the amended and restated bylaws (as amended and restated, the "Amended and Restated Bylaws") of the Company. The Amended and Restated Bylaws, among other things:

•revise procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at annual meetings of the stockholders of the Company, including, among other things, by (1) requiring that a notice of nominations or business be delivered within a window of 120 days and 90 days prior to the anniversary of the preceding year's annual meeting, rather than at any time 90 days prior to the anniversary of the preceding year's annual meeting, (2) requiring delivery of a completed D&O questionnaire and nominee agreement from each nominee, and (3) adding a requirement that a stockholder seeking to nominate director(s) at an annual meeting deliver to the Company reasonable evidence that it has complied with the requirements of Rule 14a-19 of the Exchange Act within eight business days of the meeting;

•clarify the power of the Board to postpone any meeting of stockholders;

•clarify the powers of the Board and the chair of a stockholder meeting to establish rules for the conduct of any meeting of stockholders;

•establish that special meetings of the Board may be called by a majority of the Board (rather than by any single director); and

•make certain administrative, modernizing and clarifying changes, including making updates to reflect recent amendments to the Delaware General Corporation Law and adopting gender-neutral terms when referring to particular positions, offices or title holders, such as the adoption of the title of "Chairperson" in place of "Chairman".

The foregoing description of the Amended and Restated Bylaws is not complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

   Exhibit Number                                Description
              3.1       Amended and Restated Bylaws of Northern Oil and Gas, Inc.
                104     Cover Page Interactive Data File (formatted as Inline XBRL).

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