Northern Oil and Gas : Proxy Statement

4350 Baker Road ● Suite 400 Minnetonka, Minnesota 55343

April 14, 2022

Dear Stockholder:

We are pleased to invite you to attend the 2022 Annual Meeting of Stockholders of Northern Oil and Gas, Inc., a Delaware corporation (the "Company," "we," "our" or "us"), to be conducted online on Wednesday, May 25, 2022, commencing at 1:00 p.m. Central Time.

The meeting will be completely virtual. Hosting a virtual meeting provides expanded access, improved communication and cost savings for our stockholders and us and enables stockholder participation from any location around the world. In addition to attendance via the Internet, stockholders have an opportunity to hear all portions of the official meeting, submit written questions during the meeting, vote electronically during the open poll portion of the meeting, and listen to any live responses to stockholder questions immediately following the formal meeting.

You may attend the meeting, vote your shares and submit questions electronically during the meeting via live webcast by logging in at:www.virtualshareholdermeeting.com/NOG2022. We recommend that you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts.

The formal notice of the meeting and proxy statement follow this cover letter. Enclosed with this proxy statement are your proxy card, a return envelope and a copy of our Annual Report on Form 10-K, for the year ended December 31, 2021.

We hope you are able to attend the meeting.

Thank you.

Northern Oil and Gas, Inc.

Bahram Akradi

Chairman of the Board of Directors

NORTHERN OIL AND GAS, INC.

4350 Baker Road ● Suite 400 Minnetonka, Minnesota 55343

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 25, 2022

To the Stockholders of Northern Oil and Gas, Inc.:

Notice is hereby given that the 2022 Annual Meeting of Stockholders of Northern Oil and Gas, Inc., a Delaware corporation (the "Company," "we," "our" or "us"), will be conducted online atwww.virtualshareholdermeeting.com/NOG2022, on Wednesday, May 25, 2022, at 1:00 p.m. Central Time (the "Annual Meeting"). The Annual Meeting is being held for the following purposes:

• 1. To elect seven directors to serve until the Annual Meeting of Stockholders in 2023;

• 2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and

• 3. To approve, on an advisory basis, the compensation paid to our named executive officers.

Only stockholders of record at the close of business on March 28, 2022, are entitled to notice of, and to vote at, the Annual Meeting, or any adjournment(s) or postponement(s) thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting. The following proxy materials and information are available for you to review online atwww.northernoil.com/investors/news-events/annual-meeting: (i) our notice of annual meeting and proxy statement (which includes instructions on how to attend and vote your shares electronically during the Annual Meeting); (ii) our Annual Report on Form 10-K for the year ended December 31, 2021; and (iii) our form of proxy card.

Your vote is important. You may vote your shares via the Internet both before and during the Annual Meeting, or by telephone or mail in advance. Please refer to the section "Voting Instructions" for detailed voting instructions. Whether or not you are able to attend the meeting virtually, we urge you to vote your shares in advance of the meeting as promptly as possible.

We look forward to you joining us during the Annual Meeting.

On behalf of the Board of Directors,

Bahram Akradi

Chairman of the Board of Directors

Minnetonka, Minnesota

April 14, 2022

[This page intentionally left blank]

TABLE OF CONTENTS

Page
THE ANNUAL MEETING	1
VOTING INSTRUCTIONS	2
CORPORATE GOVERNANCE	4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	7
PROPOSAL 1: ELECTION OF DIRECTORS	10
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC	13
ACCOUNTANTS
AUDIT COMMITTEE REPORT	15
PROPOSAL 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS	16
EXECUTIVE COMPENSATION	17
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	31
NORTHERN OIL AND GAS, INC. FORM 10-K	31
HOUSEHOLDING	32
STOCKHOLDER PROPOSALS FOR 2022 ANNUAL MEETING	32
OTHER MATTERS	32

i