NORTHERN OIL & GAS, INC. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. As of December 31, 2021, our management, including our principal executive officer and principal financial officer, had evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) pursuant to Rule 13a-15(b) under the Exchange Act. Based upon and as of the date of the evaluation, our principal executive officer and principal financial officer concluded that information required to be disclosed is recorded, processed, summarized and reported within the specified periods and is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow for timely decisions regarding required disclosure of material information required to be included in our periodic SEC reports. Based on the foregoing, our management determined that our disclosure controls and procedures were effective as of December 31, 2021. Changes in Internal Control over Financial Reporting No change in our Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended December 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management’s Annual Report on Internal Control over Financial Reporting The management of Northern Oil and Gas, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our Company’s financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on our evaluation under the framework in Internal Control-Integrated Framework, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021. The effectiveness of our Company’s internal control over financial reporting as of December 31, 2021, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report. 56 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Northern Oil and Gas, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Northern Oil and Gas, Inc. (the “Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 25, 2022, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Minneapolis, Minnesota February 25, 2022 57 Table of Contents Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Certain information required by this Part III is incorporated by reference from our definitive Proxy Statement for the Annual Meeting of Stockholders to be held in 2022 (the “Proxy Statement”), which we intend to file with the SEC pursuant to Regulation 14A within 120 days after December 31, 2021. Except for those portions specifically incorporated into this Annual Report on Form 10-K by reference to the Proxy Statement, no other portions of the Proxy Statement are deemed to be filed as part of this Annual Report on Form 10-K. Item 10. Directors, Executive Officers and Corporate Governance The information appearing under the headings “Proposal 1: Election of Directors,” “Corporate Governance” and “Delinquent Section 16(a) Reports” in the Proxy Statement is incorporated herein by reference. We have adopted a Code of Business Conduct and Ethics that applies to our chief executive officer, chief financial officer and persons performing similar functions. A copy is available on our website at www.northernoil.com. We intend to post on our website any amendments to, or waivers from, our Code of Business Conduct and Ethics pursuant to the rules of the SEC and New York Stock Exchange. Information About Our Executive Officers Our executive officers, their ages and offices held are as follows: Name Age Positions Nicholas O’Grady 43 Chief Executive Officer Chad Allen 40 Chief Financial Officer Adam Dirlam 38 President Michael Kelly 40 Chief Strategy Officer Erik Romslo 44 Chief Legal Officer & Secretary James Evans 38 Executive Vice President and Chief Engineer Nicholas O’Grady has served as our Chief Executive Officer since January 2020. Prior to that, he served as our Chief Financial Officer from June 2018 to September 2019, and as our Chief Financial Officer & President from September 2019 to December 2019. Mr. O’Grady has nearly two decades of finance experience, both as an investment banker and as a principal investor. Mr. O’Grady began his career in the Natural Resources investment banking group at Bank of America. Later moving to the hedge fund industry, he worked at firms such as Highbridge Capital Management. Prior to joining our company, he worked as a senior credit analyst and portfolio manager at Hudson Bay Capital Management from September 2014 to May 2018, where he focused on energy-related equities, public credit, private and direct investments. Previously, he worked as a portfolio manager at Bluecrest Capital Management from November 2013 to June 2014, and at Sigma Capital Management from April 2012 to October 2013. Mr. O’Grady holds a bachelor’s degree in both history and economics from Bowdoin College in Brunswick, Maine. Chad Allen has served as our as our Chief Financial Officer since January 2020. Prior to that, he served as our Chief Accounting Officer from August 2016 to December 2019, prior to which he served as the company’s Corporate Controller since joining Northern in August of 2013. Mr. Allen served as the company’s Interim Chief Financial Officer from January-May 2018. Prior to joining our company, Mr. Allen was in the audit practice with Grant Thornton LLP from 2010 to 2013, and in the audit practice at RSM US LLP (formerly McGladrey & Pullen, LLP) from 2004 to 2010. Mr. Allen holds a bachelor’s degree in accounting from Minnesota State University, Mankato and is a Certified Public Accountant. 58 Table of Contents Adam Dirlam has served as our President since December 2021 prior to which he served as our Chief Operating Officer since January 2020. Prior to that, he served as our Executive Vice President – Land & Operations since June 2018, prior to which he served as the company’s Senior Vice President of Land & Operations since 2013 and other various roles with the company since 2009. Prior to joining our company, Mr. Dirlam served in various finance and accounting roles for Honeywell International. Mr. Dirlam holds a bachelor’s degree from the University of St. Thomas and a master’s degree from the University of Minnesota - Carlson School of Management. Michael Kelly has served as our Chief Strategy Officer since February 2021. Prior to that, he served as our Executive Vice President of Finance since January 2020. Prior to joining our company, Mr. Kelly was a Partner at Seaport Global Securities, where he had worked since 2011. Most recently, Mr. Kelly was the Head of E&P Research at Seaport, covering over 30 companies in the exploration and production sector. Prior to Seaport, Mr. Kelly spent over five years working as an energy analyst for Kennedy Capital Management in St. Louis. Mr. Kelly earned his MBA at Washington University’s Olin School of Business and his undergraduate degree from Trinity University in San Antonio and is a CFA charterholder. Erik Romslo has served as our Chief Legal Counsel and Secretary since January 2020. Prior to that, he served as our General Counsel and Secretary from October 2011 to December 2019 and as an Executive Vice President from January 2013 to December 2019. Prior to joining our company, Mr. Romslo practiced law in the Minneapolis office of our outside counsel, Faegre Drinker Biddle & Reath LLP (formerly Faegre & Benson LLP), from 2005 until 2011, where he was a member of the Corporate group. Prior to joining Faegre, Mr. Romslo practiced law in the New York City office of Fried, Frank, Harris, Shriver & Jacobson LLP. Mr. Romslo holds a bachelor’s degree from St. Olaf College and a law degree from the New York University School of Law. James Evans has served as our Executive Vice President and Chief Engineer since February 2021. Prior to that, he served as our Senior Vice President of Engineering since January 2020 and as Vice President of Engineering since June 2018, prior to which he had served as the Company’s Reservoir Engineering Manager since 2015. Mr. Evans began his career as a Reservoir Engineer with Cabot Oil & Gas. Between 2009 and 2012 he worked for Cornerstone Natural Resources. More recently Mr. Evans worked for Fidelity Exploration. Mr. Evans holds a BS degree in Petroleum Engineering from Montana Tech. Item 11. Executive Compensation The information appearing under the headings “Executive Compensation” and “Compensation Committee Report,” and the information regarding compensation committee interlocks and insider participation under the heading “Corporate Governance,” in the Proxy Statement is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Securities Authorized for Issuance under Equity Compensation Plans The following table provides information with respect to our common shares issuable under our equity compensation plans as of December 31, 2021: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders 2018 Equity Incentive Plan — — 582,754 Equity compensation plans not approved by security holders — — — Total — $ — 582,754 59 Table of Contents The information appearing under the heading “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information appearing under the headings “Certain Relationships and Related Transactions” and “Corporate Governance” in the Proxy Statement is incorporated herein by reference. Item 14. Principal Accountant Fees and Services The information appearing under the headings “Registered Public Accountant Fees” and “Pre-Approval Policies and Procedures of Audit Committee” in the Proxy Statement is incorporated herein by reference. 60 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) Documents filed as part of this Report: 1 Financial Statements See Index to Financial Statements on page F-1. 2 Financial Statement Schedules All schedules have been omitted because they are either not applicable, not required or the information called for therein appears in the consolidated financial statements or notes thereto. (b) Exhibits: Exhibit No. Description Reference 2.1 Purchase and Sale Agreement, dated February 3, 2021, between Northern Oil and Gas, Inc. and Reliance Marcellus, LLC Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2021 2.2 Asset Purchase Agreement between Northern Oil and Gas, Inc. and Comstock Oil & Gas, LLC, dated October 6, 2021 Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 8, 2021 2.3 Purchase and Sale Agreement between Northern Oil and Gas, Inc., Veritas TM Resources, LLC, Veritas Permian Resources, LLC, Veritas Lone Star Resources, LLC, and Veritas MOC Resources, LLC, dated November 16, 2021 Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 16, 2021 3.1 Restated Certificate of Incorporation of Northern Oil and Gas, Inc. dated August 24, 2018 Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 27, 2018 3.2 Certificate of Amendment to the Restated Certificate of Incorporation of Northern Oil and Gas, Inc. dated September 18, 2020 Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 24, 2020 3.3 By-Laws of Northern Oil and Gas, Inc. Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 15, 2018 3.4 Certificate of Designations of 6.500% Series A Perpetual Cumulative Convertible Preferred Stock of Northern Oil and Gas, Inc., dated November 22, 2019 Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 26, 2019 3.5 Certificate of Amendment to the Certificate of Designations of 6.500% Series A Perpetual Cumulative Convertible Preferred Stock of Northern Oil and Gas, Inc., dated January 2, 2020 Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 6, 2020 3.6 Certificate of Amendment to the Certificate of Designations of 6.500% Series A Perpetual Cumulative Convertible Preferred Stock of Northern Oil and Gas, Inc., dated January 17, 2020 Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 22, 2020 4.1 Description of Northern Oil and Gas, Inc. Capital Stock Filed herewith 4.2 Form of certificate for the 6.500% Series A Perpetual Cumulative Convertible Preferred Stock Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 26, 2019 4.3 Indenture, dated May 15, 2018, between Northern Oil and Gas, Inc. and Wilmington Trust, National Association, as trustee (including Form of 8.50% Senior Secured Second Lien Notes due 2023) Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 18, 2018 4.4 First Supplemental Indenture, dated September 18, 2018, between Northern Oil and Gas, Inc. and Wilmington Trust, National Association, as trustee Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 18, 2018 61 Table of Contents 4.5 Second Supplemental Indenture, dated October 5, 2018, between Northern Oil and Gas, Inc. and Wilmington Trust, National Association, as trustee Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 9, 2018 4.6 Third Supplemental Indenture, dated November 22, 2019, between Northern Oil and Gas, Inc. and Wilmington Trust, National Association, as trustee Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 26, 2019 4.7 Fourth Supplemental Indenture, dated February 18, 2021, among Northern Oil and Gas, Inc. and Wilmington Trust, National Association, as trustee and collateral agent Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 23, 2021 4.8 Indenture, dated February 18, 2021, between Northern Oil and Gas, Inc. and Wilmington Trust, National Association, as trustee (including Form of 8.125% Senior Note due 2028) Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 23, 2021 4.9 First Supplemental Indenture, dated November 15, 2021, between Northern Oil and Gas, Inc. and Wilmington Trust, National Association, as trustee Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 15, 2021 4.10 Warrant to Purchase Common Shares, dated April 1, 2021, by and between Northern Oil and Gas, Inc. and Reliance Marcellus, LLC Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 6, 2021 4.11 Form of Warrant to Purchase Common Shares, dated January 27, 2022 Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January31, 2022 10.1 Letter Agreement, dated January 2, 2015 by and among Robert B. Rowling, Cresta Investments, LLC, Cresta Greenwood, LLC, TRT Holdings, Inc. and Northern Oil and Gas, Inc. Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 5, 2015 10.2 Letter Agreement, dated January 25, 2017 by and among TRT Holdings, Inc., Cresta Investments, LLC, Cresta Greenwood, LLC, Robert Rowling, Michael Popejoy, Michael Frantz and Northern Oil and Gas, Inc. Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 27, 2017 10.3 Amended and Restated Letter Agreement, dated as of May 15, 2018, by and among Robert B. Rowling, Cresta Investments, LLC, Cresta Greenwood, LLC, TRT Holdings, Inc., Bahram Akradi and Northern Oil and Gas, Inc. Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 18, 2018 10.4 Letter Agreement, dated July 21, 2017, by and between Northern Oil and Gas, Inc. and Bahram Akradi Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 24, 2017 10.5 Registration Rights Agreement, dated as of May 15, 2018, among Northern Oil and Gas, Inc. and the holders party thereto Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 18, 2018 10.6 Registration Rights Agreement, dated as of May 15, 2018, among Northern Oil and Gas, Inc. and TRT Holdings, Inc., Cresta Investments, LLC and Cresta Greenwood, LLC Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 18, 2018 10.7 Registration Rights Agreement, dated as of May 15, 2018, among Northern Oil and Gas, Inc. and TPG Specialty Lending, Inc., TOP III Finance 1, LLC and TAO Finance 1, LLC Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 18, 2018 10.8 Registration Right Agreement, dated October 5, 2018, between Northern Oil and Gas, Inc. and RBC Capital, LLC, as representative of the Initial Purchasers Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 9, 2018 10.9 Registration Rights Agreement, dated September 17, 2018, between Pivotal Williston Basin, LP, Pivotal Williston Basin II, LP, and Northern Oil and Gas, Inc. Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 18, 2018 10.10 Registration Rights Agreement, dated October 1, 2018, by and between WR Operating LLC and Northern Oil and Gas, Inc. Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 1, 2018 62 Table of Contents 10.11* Employment Agreement, dated May 24, 2018, between Northern Oil and Gas, Inc. and Nicholas O’Grady Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 31, 2018 10.12* Amended and Restated Employment Agreement, dated June 1, 2018, between Northern Oil and Gas, Inc. and Erik Romslo Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 7, 2018 10.13* Amended and Restated Employment Agreement, dated June 1, 2018, between Northern Oil and Gas, Inc. and Chad Allen Incorporated by reference to Exhibit 10.13 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2018 10.14* Amended and Restated Employment Agreement, dated June 1, 2018, between Northern Oil and Gas, Inc. and Adam Dirlam Incorporated by reference to Exhibit 10.14 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2018 10.15* Employment Agreement, dated December 17, 2019, between Northern Oil and Gas, Inc. and Mike Kelly Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 11, 2020 10.16* Amended and Restated Employment Agreement, dated January 27, 2020, between Northern Oil and Gas, Inc. and James Evans Incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 12, 2021 10.17* Northern Oil and Gas, Inc. 2013 Incentive Plan (as amended May 26, 2016) Incorporated by reference to Appendix B to the Registrant’s Definitive Proxy Statement filed with the SEC on April 22, 2016 10.18* Form of Restricted Stock Award Agreement (Double Trigger) under the Northern Oil and Gas, Inc. 2013 Incentive Plan Incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2013 10.19* Form of Restricted Stock Award Agreement (Performance Based) under the Northern Oil and Gas, Inc. 2013 Incentive Plan Incorporated by reference to Exhibit 10.15 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2018 10.20* Northern Oil and Gas, Inc. 2018 Equity Incentive Plan Incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 27, 2018 10.21* Form of Restricted Stock Award Agreement (Time-Based Single Trigger) under the Northern Oil and Gas, Inc. 2018 Equity Incentive Plan Incorporated by reference to Exhibit 10.34 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 18, 2019 10.22* Form of Restricted Stock Award Agreement (Time-Based Double Trigger) under the Northern Oil and Gas, Inc. 2018 Equity Incentive Plan Incorporated by reference to Exhibit 10.35 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 18, 2019 10.23* Form of Restricted Stock Award Agreement (Performance-Based Employees) under the Northern Oil and Gas, Inc. 2018 Equity Incentive Plan Incorporated by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 18, 2019 10.24* Form of Restricted Stock Award Agreement (Performance-Based Directors) under the Northern Oil and Gas, Inc. 2018 Equity Incentive Plan Incorporated by reference to Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 18, 2019 10.25 Senior Unsecured Promissory Note, dated July 1, 2019, by and among Northern Oil and Gas, Inc. and VEN Bakken, LLC Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 2, 2019 10.26 Second Amended and Restated Credit Agreement, dated November 22, 2019, by and among Northern Oil and Gas, Inc., Wells Fargo Bank, National Association, as administrative agent, and the Lenders party thereto Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 26, 2019 10.27 First Amendment to the Second Amended and Restated Credit Agreement, dated July 8, 2020, by and among Northern Oil and Gas, Inc., Wells Fargo Bank, National Association and the Lenders party thereto Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 13, 2020 10.28 Second Amendment to the Second Amended and Restated Credit Agreement, dated February 3, 2021, by and among Northern Oil and Gas, Inc. and Wells Fargo Bank, National Association and the Lenders party thereto Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2021 63 Table of Contents 10.29 Purchase Agreement, dated February 8, 2021, between Northern Oil and Gas, Inc. and BofA Securities, Inc., as representative of the several initial purchasers listed in Schedule I thereto Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 11, 2021 10.30 Exchange Agreement, dated as of February 20, 2020 among Northern Oil and Gas, Inc., TRT Holdings, Inc. and the other signatories thereto Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 21, 2021 10.31 Registration Rights Agreement, dated April 1, 2021, by and between Northern Oil and Gas, Inc. and Reliance Marcellus, LLC Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 6, 2021 10.32 Third Amendment to the Second Amended and Restated Credit Agreement, dated May 27, 2021, by and among Northern Oil and Gas, Inc. and Wells Fargo Bank, National Association and the Lenders party thereto Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 2, 2021 10.33 Purchase Agreement, dated November 9, 2021, between Northern Oil and Gas, Inc. and RBC Capital Markets, LLC, as representative of the several initial purchasers listed in Schedule 1 thereto. Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 10, 2021 10.34 Fourth Amendment to the Second Amended and Restated Credit Agreement, dated November 3, 2021, by and among Northern Oil and Gas, Inc. and Wells Fargo Bank, National Association and the Lenders party thereto Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 3, 2021 10.35 Fifth Amendment to the Second Amended and Restated Credit Agreement, dated November 8, 2021, by and among Northern Oil and Gas, Inc. and Wells Fargo Bank, National Association and the Lenders party thereto Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 8, 2021 10.36 Registration Rights Agreement, dated January 27, 2022, by and between Northern Oil and Gas, Inc. and Veritas Permian II, LLC and Veritas MOC Holdings, LLC Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January31, 2022 23.1 Consent of Independent Registered Public Accounting Firm Deloitte & Touche LLP Filed herewith 23.2 Consent of Cawley, Gillespie & Associates, Inc. Filed herewith 24.1 Powers of Attorney Filed herewith 31.1 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.2 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 32.1 Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith 99.1 Report of Cawley, Gillespie & Associates Filed herewith 101.INS XBRL Instance Document Filed herewith 101.SCH XBRL Taxonomy Extension Schema Document Filed herewith 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith 101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed herewith 101.LAB XBRL Taxonomy Extension Label Linkbase Document Filed herewith 64 Table of Contents 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith 104 The cover page from Northern Oil and Gas, Inc. Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL Filed herewith * Management contract or compensatory plan or arrangement required to be filed as an exhibit to this report. Item 16. Form 10-K Summary None. 65 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NORTHERN OIL AND GAS, INC. Date: February 25, 2022 By: /s/ Nicholas O’Grady Nicholas O’Grady, Chief Executive Officer; Principal Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated: Signature Title Date /s/ Nicholas O’Grady Chief Executive Officer, Principal Executive Officer February 25, 2022 Nicholas O’Grady /s/ Chad Allen Chief Financial Officer, Principal Financial & Accounting Officer February 25, 2022 Chad Allen * Director February 25, 2022 Bahram Akradi * Director February 25, 2022 Jack King * Director February 25, 2022 Robert Grabb * Director February 25, 2022 Lisa Bromiley * Director February 25, 2022 Ernie Easley * Director February 25, 2022 Michael Frantz * Director February 25, 2022 Michael Popejoy * Director February 25, 2022 Stuart Lasher * February 25, 2022 Jennifer Pomerantz Director * Nicholas O’Grady, by signing his name hereto, does hereby sign this document on behalf of each of the above-named directors of the registrant pursuant to Powers of Attorney duly executed by such persons. By /s/ Nicholas O’Grady Nicholas O’Grady Attorney-in-fact 66 Table of Contents NORTHERN OIL AND GAS, INC. INDEX TO FINANCIAL STATEMENTS Page Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) F- 2 Balance Sheets as of December 31, 2021 and 2020 F- 4 Statements of Operations for the Years Ended December 31, 2021, 2020 and 2019 F- 5 Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019 F- 6 Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2021, 2020 and 2019 F- 7 Notes to the Financial Statements F- 8 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Northern Oil and Gas, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Northern Oil and Gas, Inc. (the "Company") as of December 31, 2021 and 2020, the related statements of operations, stockholders’ equity (deficit), and cash flows, for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2022, expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Proved Oil and Natural Gas Properties – Oil and Natural Gas Reserves – Refer to Note 2 to the financial statements Critical Audit Matter Description The Company follows the full cost method of accounting for crude oil and natural gas operations. Therefore, the Company’s proved oil and natural gas properties are depleted using the units-of-production method based upon production and estimates of proved reserves quantities and are evaluated for impairment by performing a ceiling test each quarter. The ceiling test involves a comparison of net capitalized costs to the sum of the present value of the estimated future net cash flows from the Company’s oil and natural gas reserves. The estimation of the Company’s oil and natural gas reserves quantities and the related future net cash flows requires management to make significant estimates and assumptions since, as a non-operator, the Company has limited visibility into the timing of future production quantities associated with the five-year development plan. The Company engages a third-party independent reserve engineering firm to fully engineer management’s oil and natural gas reserve quantities using these estimates and assumptions and engineering data. Changes in these estimates, assumptions, or engineering data involve judgments which could have significant impact on the depletion calculation and proved oil and natural gas properties impairment evaluation. The proved oil and natural gas properties, net balance was $1,226.4 million as of December F-2 Table of Contents 31, 2021. Depletion, depreciation, amortization, and accretion expense was $140.8 million for the year ended December 31, 2021. Given the significant judgments made by management, particularly relating to the estimates and assumptions required due to limited visibility as a non-operator regarding future production quantities associated with the five-year development plan, performing audit procedures to evaluate the Company’s oil and natural gas reserve quantities and the related future net cash flows required a high degree of auditor judgment and an increased extent of effort. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s significant judgments and assumptions regarding oil and natural gas reserve quantities and the related future net cash flows included the following, among others: • We tested the operating effectiveness of controls related to the Company’s estimation of oil and natural gas reserve quantities and the related future net cash flows, including controls associated with the five-year development plan. • We evaluated the reasonableness of the future production quantities associated with management’s five-year development plan by comparing to: – Historical conversions of proved undeveloped oil and natural gas reserves into proved developed oil and natural gas reserves. – Internal communications to management and the Board of Directors. – Authorization and approval for expenditures. – External information regarding the ability of the operators of the oil and natural gas properties to develop proved undeveloped reserves considering current and forecasted liquidity of the operators obtained from publicly available information, level of drilling activity by operators in areas where the Company holds leasehold interests, and length of time required to drill and complete groups of wells. • We evaluated the Company’s estimates of future production volumes by completing a retrospective comparison to historical production. • We evaluated the experience, qualifications, and objectivity of management’s expert, a third-party independent reserve engineering firm engaged to fully engineer management’s oil and natural gas reserve quantities. /s/ Deloitte & Touche LLP Minneapolis, Minnesota February 25, 2022 We have served as the Company’s auditor since 2018. F-3 Table of Contents NORTHERN OIL AND GAS, INC. BALANCE SHEETS (In thousands, except par value and share data) December 31, 2021 December 31, 2020 Assets Current Assets: Cash and Cash Equivalents $ 9,519 $ 1,428 Accounts Receivable, Net 193,554 71,015 Advances to Operators 6,319 476 Prepaid Expenses and Other 3,417 1,420 Derivative Instruments 2,519 51,290 Total Current Assets 215,328 125,629 Property and Equipment: Oil and Natural Gas Properties, Full Cost Method of Accounting Proved 5,034,769 4,393,533 Unproved 24,998 10,031 Other Property and Equipment 2,616 2,451 Total Property and Equipment 5,062,383 4,406,015 Less – Accumulated Depreciation, Depletion and Impairment ( 3,809,041 ) ( 3,670,811 ) Total Property and Equipment, Net 1,253,342 735,204 Derivative Instruments 1,863 111 Acquisition Deposit 40,650 — Other Noncurrent Assets, Net 11,683 11,145 Total Assets $ 1,522,866 $ 872,089 Liabilities and Stockholders' Equity Current Liabilities: Accounts Payable $ 65,464 $ 35,803 Accrued Liabilities 105,590 68,673 Accrued Interest 20,498 8,341 Derivative Instruments 134,283 3,078 Contingent Consideration — 493 Other Current Liabilities 1,722 1,087 Current Portion of Long-term Debt — 65,000 Total Current Liabilities 327,557 182,475 Long-term Debt, Net 803,437 879,843 Derivative Instruments 147,762 14,659 Asset Retirement Obligations 25,865 18,366 Other Noncurrent Liabilities 3,110 50 Total Liabilities $ 1,307,731 $ 1,095,393 Commitments and Contingencies Stockholders' Equity (Deficit) Preferred Stock, Par Value $ 0.001 ; 5,000,000 Authorized 2,218,732 Shares Outstanding at 12/31/2021 2,218,732 Shares Outstanding at 12/31/2020 2 2 Common Stock, Par Value $ 0.001 ; 135,000,000 Authorized; 77,341,921 Shares Outstanding at 12/31/2021 45,908,779 Shares Outstanding at 12/31/2020 479 448 Additional Paid-In Capital 1,988,649 1,556,602 Retained Deficit ( 1,773,996 ) ( 1,780,356 ) Total Stockholders’ Equity (Deficit) 215,135 ( 223,304 ) Total Liabilities and Stockholders' Equity (Deficit) $ 1,522,866 $ 872,089 ___________ The accompanying notes are an integral part of these financial statements. F-4 Table of Contents NORTHERN OIL AND GAS, INC. STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2021, 2020, AND 2019 December 31, (In thousands, except share and per share data) 2021 2020 2019 Revenues Oil and Natural Gas Sales $ 975,089 $ 324,052 $ 601,218 Gain (Loss) on Derivative Instruments, Net ( 478,193 ) 228,141 ( 128,837 ) Other Revenue 3 17 21 Total Revenues 496,899 552,210 472,402 Operating Expenses Production Expenses 170,817 116,336 118,899 Production Taxes 76,954 29,783 57,771 General and Administrative Expenses 30,341 18,546 23,624 Depletion, Depreciation, Amortization and Accretion 140,828 162,120 210,201 Impairment of Other Current Assets — — 6,398 Impairment Expense — 1,066,668 — Total Operating Expenses 418,940 1,393,453 416,893 Income (Loss) From Operations 77,959 ( 841,243 ) 55,509 Other Income (Expense) Interest Expense, Net of Capitalization ( 59,020 ) ( 58,503 ) ( 79,229 ) Write-off of Debt Issuance Costs — ( 1,543 ) — Gain (Loss) on Unsettled Interest Rate Derivatives 1,043 ( 1,019 ) — Loss on the Extinguishment of Debt ( 13,087 ) ( 3,718 ) ( 23,187 ) Debt Exchange Derivative Gain (Loss) — — 1,390 Contingent Consideration Loss ( 292 ) ( 169 ) ( 29,512 ) Financing Expense — — ( 1,447 ) Other Income (Expense) ( 9 ) ( 12 ) 158 Total Other Income (Expense) ( 71,365 ) ( 64,964 ) ( 131,827 ) Income (Loss) Before Income Taxes 6,594 ( 906,207 ) ( 76,318 ) Income Tax Expense (Benefit) 233 ( 166 ) — Net Income (Loss) $ 6,361 $ ( 906,041 ) $ ( 76,318 ) Cumulative Preferred Stock Dividend ( 14,761 ) ( 15,266 ) ( 1,029 ) Net Loss Attributable to Common Shareholders $ ( 8,400 ) $ ( 921,307 ) $ ( 77,347 ) Net Loss Per Common Share – Basic $ ( 0.13 ) $ ( 21.55 ) $ ( 2.00 ) Net Loss Per Common Share – Diluted $ ( 0.13 ) $ ( 21.55 ) $ ( 2.00 ) Weighted Average Shares Outstanding – Basic 62,989,543 42,744,639 38,708,460 Weighted Average Shares Outstanding – Diluted 62,989,543 42,744,639 38,708,460 _________ The accompanying notes are an integral part of these financial statements. F-5 Table of Contents NORTHERN OIL AND GAS, INC. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021, 2020, AND 2019 December 31, (In thousands) 2021 2020 2019 Cash Flows From Operating Activities Net Income (Loss) $ 6,361 $ ( 906,041 ) $ ( 76,318 ) Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities: Depletion, Depreciation, Amortization and Accretion 140,828 162,120 210,201 Amortization of Debt Issuance Costs 3,764 5,172 5,307 Write-off of Debt Issuance Costs — 1,543 — Loss on Extinguishment of Debt 13,087 3,718 23,187 Amortization of Bond (Premium) Discount on Long-term Debt ( 413 ) ( 1,037 ) ( 2,705 ) Loss on the Sale of Other Property & Equipment 17 — — Deferred Income Taxes 233 210 210 Unrealized (Gain) Loss on Derivative Instruments 311,328 ( 38,858 ) 173,214 Gain on Debt Exchange Derivative — — ( 1,390 ) Loss on Contingent Consideration 292 169 29,512 PIK Interest on Second Lien Notes — — 1,742 Share-Based Compensation Expense 3,621 4,119 7,955 Impairment of Other Current Assets — — 6,398 Impairment Expense — 1,066,668 — Other 3,162 ( 234 ) ( 41 ) Changes in Working Capital and Other Items: Accounts Receivable, Net ( 122,160 ) 37,637 ( 11,542 ) Prepaid and Other Expenses ( 1,999 ) 546 3,997 Accounts Payable 14,091 ( 1,089 ) ( 16,928 ) Accrued Liabilities 12,318 342 27,166 Accrued Interest 11,937 ( 3,300 ) ( 3,084 ) Payment of Contingent Consideration — — ( 37,131 ) Net Cash Provided By Operating Activities 396,467 331,685 339,750 Cash Flows From Investing Activities Drilling and Development Capital Expenditures ( 182,798 ) ( 236,691 ) ( 338,788 ) Acquisition of Oil and Natural Gas Properties ( 410,430 ) ( 46,940 ) ( 229,182 ) Acquisition Deposit ( 40,650 ) — — Purchases of Other Property and Equipment ( 556 ) ( 295 ) ( 1,158 ) Net Cash Used For Investing Activities ( 634,434 ) ( 283,926 ) ( 569,128 ) Cash Flows From Financing Activities Advances on Revolving Credit Facility 554,000 78,000 953,000 Repayments on Revolving Credit Facility ( 1,031,000 ) ( 126,000 ) ( 513,000 ) Repayments of Second Lien Notes ( 295,918 ) ( 13,514 ) ( 227,470 ) Repayments of Senior Unsecured Notes ( 130,000 ) — — Issuance of Unsecured Notes due 2028 763,500 — — Debt Issuance Costs Paid ( 17,611 ) ( 446 ) ( 12,219 ) Debt Derivative Exchange Settlements — — ( 1,044 ) Contingent Consideration Settlements — — ( 11,278 ) Issuance of Common Stock 438,077 — — Common Stock Dividends Paid ( 4,938 ) — — Repurchases of Common Stock — — ( 15,108 ) Issuance of Preferred Stock — — 70,868 Preferred Stock Dividends Paid ( 29,212 ) — — Restricted Stock Surrenders - Tax Obligations ( 839 ) ( 439 ) ( 660 ) Net Cash Provided (Used) By Financing Activities 246,059 ( 62,399 ) 243,088 Net Increase (Decrease) in Cash and Cash Equivalents 8,092 ( 14,640 ) 13,710 Cash and Cash Equivalents – Beginning of Period 1,428 16,068 2,358 Cash and Cash Equivalents – End of Period $ 9,519 $ 1,428 $ 16,068 ______________ The accompanying notes are an integral part of these financial statements. F-6 Table of Contents NORTHERN OIL AND GAS, INC. STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE YEARS ENDED DECEMBER 31, 2021, 2020, AND 2019 (In thousands, except share data) Common Stock Preferred Stock Additional Paid-In Retained Earnings Total Stockholders' Equity Shares Amount Shares Amount Capital (Deficit) (Deficit) December 31, 2018 37,833,307 378 — — 1,226,371 ( 796,884 ) 429,865 Issuance of Common Stock 406,920 4 — — — — 4 Restricted Stock Forfeitures ( 101,314 ) ( 1 ) — — — — ( 1 ) Share Based Compensation — — — — 8,364 — 8,364 Restricted Stock Surrenders - Tax Obligations ( 27,185 ) — — — ( 660 ) — ( 660 ) Issuance of Preferred Stock, Net of Issuance Costs — — 1,500,000 2 145,867 — 145,868 Debt Exchange Agreements 724,238 7 — — 15,742 — 15,749 Acquisition of Oil and Natural Gas Properties 560,215 6 — — 11,703 — 11,708 Contingent Consideration Settlements 1,775,837 18 — — 39,154 — 39,171 Repurchases of Common Stock ( 563,500 ) ( 6 ) — — ( 15,102 ) — ( 15,108 ) Net Loss — — — — — ( 76,318 ) ( 76,318 ) December 31, 2019 40,608,518 $ 406 1,500,000 $ 2 $ 1,431,438 $ ( 873,203 ) $ 558,643 Issuance of Common Stock 460,382 2 — — — — 2 Restricted Stock Forfeitures ( 107,071 ) — — — — — — Share Based Compensation — — — — 4,612 — 4,612 Restricted Stock Surrenders - Tax Obligations ( 39,686 ) — — — ( 438 ) — ( 439 ) Issuance of Preferred Stock, Net of Issuance Costs — — 794,702 1 81,211 — 81,212 Debt Exchange Agreements 4,164,941 34 — — 37,135 — 37,169 Series A Preferred Exchange 526,695 5 ( 75,970 ) — 1,108 ( 1,113 ) — Acquisition of Oil and Natural Gas Properties 295,000 — — — 1,537 — 1,537 Net Loss — — — — — ( 906,041 ) ( 906,041 ) December 31, 2020 45,908,779 $ 448 2,218,732 $ 2 $ 1,556,602 $ ( 1,780,357 ) $ ( 223,304 ) Issuance of Common Stock 339,653 — — — — — — Restricted Stock Forfeitures ( 14,355 ) — — — 1 — 1 Share Based Compensation — — — — 3,903 — 3,903 Restricted Stock Surrenders - Tax Obligations ( 60,611 ) — — — ( 839 ) — ( 839 ) Equity Offerings, Net of Issuance Costs 31,125,000 31 — — 438,045 — 438,077 Issuance of Common Stock Warrants — — — — 30,512 — 30,512 Contingent Consideration Settlements 43,455 — — — 785 — 785 Preferred Stock Dividends — — — — ( 29,212 ) — ( 29,212 ) Common Stock Dividends Declared — — — — ( 11,149 ) — ( 11,149 ) Net Income — — — — — 6,361 6,361 December 31, 2021 77,341,921 479 2,218,732 2 $ 1,988,649 $ ( 1,773,996 ) $ 215,135 ___________ The accompanying notes are an integral part of these financial statements. F-7 Table of Contents NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2021 NOTE 1 ORGANIZATION AND NATURE OF BUSINESS Northern Oil and Gas, Inc. (the “Company,” “Northern,” “our” and words of similar import), a Delaware corporation, is an independent energy company engaged in the acquisition, exploration, exploitation, development and production of crude oil and natural gas properties. The Company’s common stock trades on the New York Stock Exchange under the symbol “NOG”. Northern’s principal business is crude oil and natural gas exploration, development, and production with operations in the United States. The Company’s primary strategy is investing in non-operated minority working and mineral interests in oil and gas properties in the United States. NOTE 2 SIGNIFICANT ACCOUNTING POLICIES These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In connection with preparing the financial statements for the year ended December 31, 2021, the Company has evaluated subsequent events for potential recognition and disclosure through the date of this filing and determined that there were no subsequent events which required recognition or disclosure in the financial statements through the date of this filing. Use of Estimates The preparation of financial statements under GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to proved crude oil and natural gas reserves, which includes limited control over future development plans as a non-operator, estimates relating to certain crude oil and natural gas revenues and expenses, fair value of derivative instruments, fair value of contingent consideration, acquisition date fair values of assets acquired and liabilities assumed, impairment of crude oil and natural gas properties, asset retirement obligations and deferred income taxes. Actual results may differ from those estimates. The Company considered the impact of the novel coronavirus 2019 (“COVID-19”) pandemic on the assumptions and estimates used by management in the financial statements for the reporting periods presented. Management’s estimates and assumptions were based on historical data and consideration of future market conditions. Given the uncertainty inherent in any projection, which is heightened by the possibility of unforeseen additional impacts from the COVID-19 pandemic, actual results may differ from the estimates and assumptions used, and conditions may change, which could materially affect amounts reported in the financial statements in the near term. Cash and Cash Equivalents Northern considers highly liquid investments with insignificant interest rate risk and original maturities to the Company of three months or less to be cash equivalents. Cash equivalents consist primarily of interest-bearing bank accounts. The Company’s cash positions represent assets held in checking and money market accounts. Cash and cash equivalents are generally available on a daily or weekly basis and are highly liquid in nature. Due to the balances being greater than $250,000, the Company does not have FDIC coverage on the entire amount of bank deposits. The Company believes this risk is minimal. In addition, the Company is subject to Security Investor Protection Corporation (“SIPC”) protection on a vast majority of its financial assets. Accounts Receivable Accounts receivable are carried on a gross basis, with no discounting. The Company regularly reviews all aged accounts receivable for collectability and establishes an allowance as necessary for individual balances. Accounts receivable not expected to be collected within the next twelve months are included within Other Noncurrent Assets, Net in the balance sheets. As of December 31, 2021 and 2020, the allowance for doubtful accounts was $ 3.9 million in both years. The amount charged to operations for doubtful accounts was $ 0.3 million, $ 0.3 million and zero for the years ended December 31, 2021, 2020 and F-8 Table of Contents 2019, respectively. As of December 31, 2021 and 2020, the amount charged against the allowance for doubtful accounts was $ 0.3 million and $ 1.0 million, respectively. As of December 31, 2021 and 2020, the Company included accounts receivable of $ 4.0 million and $ 4.4 million, respectively, in Other Noncurrent Assets, Net due to their long-term nature. Advances to Operators The Company participates in the drilling of crude oil and natural gas wells with other working interest partners. Due to the capital intensive nature of crude oil and natural gas drilling activities, the working interest partner responsible for conducting the drilling operations may request advance payments from other working interest partners for their share of the costs. The Company expects such advances to be applied by working interest partners against joint interest billings for its share of drilling operations within 90 days from when the advance is paid. Other Property and Equipment Property and equipment that are not crude oil and natural gas properties are recorded at cost and depreciated using the straight-line method over their estimated useful lives of three to seven years . Expenditures for replacements, renewals, and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Long-lived assets, other than crude oil and natural gas properties, are evaluated for impairment to determine if current circumstances and market conditions indicate the carrying amount may not be recoverable. The Company has no t recognized any impairment losses on non-crude oil and natural gas long-lived assets. Oil and Gas Properties The Company follows the full cost method of accounting for crude oil and natural gas operations whereby all costs related to the exploration and development of crude oil and natural gas properties are capitalized into a single cost center (“full cost pool”). Such costs include land acquisition costs, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling directly related to acquisition, and exploration activities. Internal costs that are capitalized are directly attributable to acquisition, exploration and development activities and do not include costs related to production, general corporate overhead or similar activities. Costs associated with production and general corporate activities are expensed in the period incurred. Capitalized costs are summarized as follows for the years ended December 31, 2021, 2020 and 2019, respectively: December 31, (In thousands) 2021 2020 2019 Capitalized Certain Payroll and Other Internal Costs $ 1,353 $ 1,159 $ 995 Capitalized Interest Costs 1,103 556 644 Total $ 2,456 $ 1,716 $ 1,638 As of December 31, 2021, the Company held leasehold and other oil and gas interests in the United States in the Williston Basin, Permian Basin and Appalachian Basin. Proceeds from property sales will generally be credited to the full cost pool, with no gain or loss recognized, unless such a sale would significantly alter the relationship between capitalized costs and the proved reserves attributable to these costs. A significant alteration would typically involve a sale of 25 % or more of the proved reserves related to a single full cost pool. In the years ended December 31, 2021, 2020 and 2019, there were no property sales that resulted in a significant alteration. Under the full cost method of accounting, the Company is required to perform a ceiling test each quarter. The test determines a limit, or ceiling, on the net book value of the proved oil and gas properties. Net capitalized costs are limited to the lower of unamortized cost net of deferred income taxes, or the cost center ceiling. The proved oil and natural gas properties, net balance was $ 1,226.4 million as of December 31, 2021. The cost center ceiling is defined as the sum of (a) estimated future net revenues, discounted at 10 % per annum, from proved reserves, based on the trailing twelve-month unweighted average of the first-day-of-the-month price, adjusted for any contract provisions or financial derivatives designated as hedges for accounting purposes, if any, that hedge the Company’s oil and natural gas revenue, and excluding the estimated abandonment costs for properties with asset retirement obligations recorded in the balance sheet, (b) the cost of properties not being amortized, if any, and (c) the lower of cost or market value of unproved properties included in the cost being amortized, including related deferred taxes for differences between the book and tax basis of the oil and natural gas properties. If the net book value, including related deferred taxes, exceeds the ceiling, an impairment or non-cash writedown is required. F-9 Table of Contents The Company did no t have any ceiling test impairment for the year ended December 31, 2021. The Company recorded a ceiling test impairment of $ 1,066.7 million for the year ended December 31, 2020. The Company did no t have any ceiling test impairment for the year ended December 31, 2019. Impairment charges affect the Company’s reported net income but do not reduce the Company’s cash flow. The Company computes the provision for depletion of oil and natural gas properties using the unit-of-production method based upon production and estimates of proved reserve quantities. Unproved costs and related carrying costs are excluded from the depletion base until the properties associated with these costs are considered proved or impaired. The following table presents depletion and depletion per BOE sold of the Company’s proved oil and natural gas properties for the periods presented: Year Ended December 31, (In thousands) 2021 2020 2019 Depletion of Proved Oil and Natural Gas Properties $ 138,759 $ 160,643 $ 209,050 Depletion per BOE Sold $ 7.07 $ 13.27 $ 14.84 The Company believes that the majority of its unproved costs will become subject to depletion within the next five years by proving up reserves relating to the acreage through exploration and development activities, by impairing the acreage that will expire before the Company can explore or develop it further or by determining that further exploration and development activity will not occur. The timing by which all other properties will become subject to depletion will be dependent upon the timing of future drilling activities and delineation of its reserves. Capitalized costs associated with impaired unproved properties, which includes leases that have expired or have been deemed uneconomic, and capitalized costs related to properties having proved reserves, plus the estimated future development costs and asset retirement costs, are depleted and amortized on the unit-of-production method. Under this method, depletion is calculated at the end of each period by multiplying total production for the period by a depletion rate. The depletion rate is determined by dividing the total unamortized cost base plus future development costs by net equivalent proved reserves at the beginning of the period. The costs of unproved properties are withheld from the depletion base until such time as they are either developed or abandoned. When proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion and full cost ceiling calculations. For the years ended December 31, 2021, 2020 and 2019, unproved properties of $ 3.0 million, $ 2.9 million, and $ 3.6 million, respectively, were impaired. Asset Retirement Obligations The Company accounts for its abandonment and restoration liabilities under Financial Accounting Standards Board (“FASB”) ASC Topic 410, “Asset Retirement and Environmental Obligations” (“FASB ASC 410”), which requires the Company to record a liability equal to the fair value of the estimated cost to retire an asset upon initial recognition. The asset retirement liability is recorded in the period in which the obligation meets the definition of a liability, which is generally when the asset is placed into service. When the liability is initially recorded, the Company increases the carrying amount of oil and natural gas properties by an amount equal to the original liability. The liability is accreted to its present value each period, and the capitalized cost is depreciated consistent with depletion of reserves. Upon settlement of the liability or the sale of the well, the liability is relieved. These liability amounts may change because of changes in asset lives, estimated costs of abandonment or legal or statutory remediation requirements. Business Combinations The Company accounts for its acquisitions that qualify as a business using the acquisition method under FASB ASC Topic 805, “Business Combinations.” Under the acquisition method, assets acquired and liabilities assumed are recognized and measured at their fair values. The use of fair value accounting requires the use of significant judgment since some transaction components do not have fair values that are readily determinable. The excess, if any, of the purchase price over the net fair value amounts assigned to assets acquired and liabilities assumed is recognized as goodwill. Conversely, if the fair value of assets acquired exceeds the purchase price, including liabilities assumed, the excess is immediately recognized in earnings as a bargain purchase gain. F-10 Table of Contents Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, receivables, payables, commodity derivative assets and liabilities, contingent consideration, debt exchange derivative liability, and long-term debt. The carrying amounts of cash equivalents, receivables and payables approximate fair value due to the highly liquid or short-term nature of these instruments. The fair values of the Company’s derivative instruments assets and liabilities are based on a third-party industry-standard pricing model using contract terms and prices and assumptions and inputs that are substantially observable in active markets throughout the full term of the instruments, including forward oil price curves, discount rates, volatility factors and credit risk adjustments. The fair values of the Company’s contingent consideration and debt exchange derivative liabilities are determined by a third-party valuation specialist using Monte Carlo simulations including significant inputs such as (i) the Company’s common stock price, (ii) risk-free rates based on U.S. Treasury rates, (iii) volatility of the Company’s common stock, and (iv) expected average daily trading volumes. The carrying amount of long-term debt associated with borrowings outstanding under the Company’s Revolving Credit Facility approximates fair value as borrowings bear interest at variable rates. The carrying amounts of the Company’s Unsecured Notes due 2028 (see Note 4 below) may not approximate fair value because carrying amounts are net of unamortized premiums and debt issuance costs, and the Unsecured Notes due 2028 bear interest at fixed rates. See Note 11 for additional discussion. Debt Issuance Costs Debt issuance costs related to our Unsecured Notes due 2028 are included as a deduction from the carrying amount of long-term debt in the balance sheets and are amortized to interest expense using the effective interest method over the term of the related debt. Debt issuance costs related to the Revolving Credit Facility are included in other noncurrent assets and are amortized to interest expense on a straight-line basis over the term of the agreement. Debt Premiums Debt premiums related to the Company’s Unsecured Notes due 2028 are included as an addition to the carrying amount of the long-term debt in the balance sheets and are amortized to interest expense using the effective interest method over the term of the related notes. Revenue Recognition The Company’s revenues are primarily derived from its interests in the sale of oil and natural gas production. The Company recognizes revenue from its interests in the sales of crude oil and natural gas in the period that its performance obligations are satisfied. Performance obligations are satisfied when the customer obtains control of product, when the Company has no further obligations to perform related to the sale, when the transaction price has been determined and when collectability is probable. The sales of oil and natural gas are made under contracts which the third-party operators of the wells have negotiated with customers, which typically include variable consideration that is based on pricing tied to local indices and volumes delivered in the current month. The Company receives payment from the sale of oil and natural gas production from one to three months after delivery. At the end of each month when the performance obligation is satisfied, the variable consideration can be reasonably estimated and amounts due from customers are accrued in trade receivables, net in the balance sheets. Variances between the Company’s estimated revenue and actual payments are recorded in the month the payment is received, however, differences have been and are insignificant. Accordingly, the variable consideration is not constrained. The Company does not disclose the value of unsatisfied performance obligations under its contracts with customers as it applies the practical exemption in accordance with FASB ASC Topic 606. The exemption, as described in ASC 606-10-50-14(a), applies to variable consideration that is recognized as control of the product is transferred to the customer. Since each unit of product represents a separate performance obligation, future volumes are wholly unsatisfied, and disclosure of the transaction price allocated to remaining performance obligations is not required. The Company’s oil is typically sold at delivery points under contracts terms that are common in our industry. The Company’s natural gas produced is delivered by the well operators to various purchasers at agreed upon delivery points under a limited number of contract types that are also common in our industry. Regardless of the contract type, the terms of these contracts compensate the well operators for the value of the oil and natural gas at specified prices, and then the well operators will remit payment to the Company for its share in the value of the oil and natural gas sold. A wellhead imbalance liability equal to the Company’s share is recorded to the extent that the Company’s well operators have sold volumes in excess of its share of remaining reserves in an underlying property. However, for the years ended F-11 Table of Contents December 31, 2021, 2020 and 2019, the Company’s natural gas production was in balance, meaning its cumulative portion of natural gas production taken and sold from wells in which it has an interest equaled its entitled interest in natural gas production from those wells. The Company’s disaggregated revenue has two primary sources: oil sales and natural gas and NGL sales. Substantially all of the Company’s oil and natural gas sales come from three geographic areas in the United States: the Williston Basin (North Dakota and Montana), the Appalachian Basin (Pennsylvania), and the Permian Basin (New Mexico and Texas). The following tables present the disaggregation of the Company’s oil revenues and natural gas and NGL revenues by basin for the years ended December 31, 2021, 2020 and 2019. Twelve Months Ended December 31, 2021 (In thousands) Williston Permian Appalachian Total Oil Revenues $ 730,982 $ 42,488 $ — $ 773,470 Natural Gas and NGL Revenues 141,425 7,386 52,808 201,619 Total $ 872,407 $ 49,874 $ 52,808 $ 975,089 Twelve Months Ended December 31, 2020 (In thousands) Williston Permian Appalachian Total Oil Revenues $ 304,754 $ 495 $ — $ 305,249 Natural Gas and NGL Revenues 18,773 30 — 18,802 Total $ 323,527 $ 525 $ — $ 324,052 Twelve Months Ended December 31, 2019 (In thousands) Williston Permian Appalachian Total Oil Revenues $ 574,616 $ — $ — $ 574,616 Natural Gas and NGL Revenues 26,601 — 26,601 Total $ 601,218 $ — $ — $ 601,218 Concentrations of Market, Credit Risk and Other Risks The future results of the Company’s crude oil and natural gas operations will be affected by the market prices of crude oil and natural gas. The availability of a ready market for crude oil and natural gas products in the future will depend on numerous factors beyond the control of the Company, including weather, imports, marketing of competitive fuels, proximity and capacity of crude oil and natural gas pipelines and other transportation facilities, any oversupply or undersupply of crude oil, natural gas and liquid products, economic disruptions resulting from the COVID-19 pandemic, the regulatory environment, the economic environment, and other regional and political events, none of which can be predicted with certainty. The Company operates in the exploration, development and production sector of the crude oil and natural gas industry. The Company’s receivables include amounts due, indirectly via the third-party operators of the wells, from purchasers of its crude oil and natural gas production. While certain of these customers, as well as third-party operators of the wells, are affected by periodic downturns in the economy in general or in their specific segment of the crude oil or natural gas industry, the Company believes that its level of credit-related losses due to such economic fluctuations have been immaterial. As a non-operator, 100% of the Company’s wells are operated by third-party operating partners. As a result, the Company is highly dependent on the success of these third-party operators. If they are not successful in the development, exploitation, production and exploration activities relating to the Company’s leasehold interests, or are unable or unwilling to perform, the Company’s financial condition and results of operation could be adversely affected. These risks are heightened in a low commodity price environment, which may present significant challenges to these third-party operators. The Company’s third-party operators will make decisions in connection with their operations that may not be in the Company’s best interests, and the Company may have little or no ability to exercise influence over the operational decisions of its third-party operators. For the years ended December 31, 2021, 2020 and 2019, the Company’s top four operators made up 50 %, 49 % and 51 %, respectively, of total oil and natural gas sales. F-12 Table of Contents The Company faces concentration risk due to the fact that a substantial majority of its oil and natural gas revenue is sourced from North Dakota. Recent acquisitions have diversified the Company’s portfolio to include Pennsylvania, New Mexico and Texas. But the Company remains disproportionately exposed to risks affecting a limited number of geographic areas of operations. The Company manages and controls market and counterparty credit risk. In the normal course of business, collateral is not required for financial instruments with credit risk. Financial instruments which potentially subject the Company to credit risk consist principally of temporary cash balances and derivative financial instruments. The Company maintains cash and cash equivalents in bank deposit accounts which, at times, may exceed the federally insured limits. The Company has not experienced any significant losses from such investments. The Company attempts to limit the amount of credit exposure to any one financial institution or company. The Company believes the credit quality of its counterparties is generally high. In the normal course of business, letters of credit or parent guarantees may be required for counterparties which management perceives to have a higher credit risk. Stock-Based Compensation The Company records expense associated with the fair value of stock-based compensation. For fully vested stock and restricted stock grants, the Company calculates the stock-based compensation expense based upon estimated fair value on the date of grant. In determining the fair value of performance-based share awards subject to market conditions, the Company utilizes a Monte Carlo simulation prepared by an independent third-party. For stock options, the Company uses the Black-Scholes option valuation model to calculate stock-based compensation at the date of grant. Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Changes in these assumptions can materially affect the fair value estimate. Treasury Stock Treasury stock is recorded at cost, which includes incremental direct transaction costs, and is retired upon acquisition as a result of share repurchases under the share repurchase program or from the withholding of shares of stock to satisfy employee tax withholding obligations that arise upon the lapse of restrictions on their stock-based awards at the employees’ election. Income Taxes The Company’s income tax expense, deferred tax assets and deferred tax liabilities reflect management’s best assessment of estimated current and future taxes to be paid. The Company estimates for each interim reporting period the effective tax rate expected for the full fiscal year and uses that estimated rate in providing for income taxes on a current year-to-date basis. The Company’s only taxing jurisdictions are the United States and the US states in which we operate. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating the Company’s ability to recover its deferred tax assets, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, the Company begins with historical results and incorporates assumptions about the amount of future state and federal pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates the Company is using to manage the underlying businesses. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all of the benefits of deferred tax assets will not be realized. In assessing the need for a valuation allowance for the Company’s deferred tax assets, a significant item of negative evidence considered was the cumulative book losses in recent years, driven primarily by the full cost ceiling impairments over that period. Additionally, the Company’s revenue, profitability and future growth are substantially dependent upon prevailing and future prices for oil and natural gas. The markets for these commodities continue to be volatile. Changes in oil and natural gas prices have a significant impact on the value of the Company’s reserves and on its cash flows. Due to these factors, management has placed a lower weight on the prospect of future earnings in its overall analysis of the valuation allowance. Accordingly, the valuation allowance against the Company’s deferred tax asset at December 31, 2021 and 2020 was $ 341.3 million and $ 337.5 million, respectively. F-13 Table of Contents Derivative Instruments and Price Risk Management The Company uses derivative instruments to manage market risks resulting from fluctuations in the prices of crude oil. The Company enters into derivative contracts, including price swaps, caps and floors, which require payments to (or receipts from) counterparties based on the differential between a fixed price and a variable price for a fixed quantity of crude oil without the exchange of underlying volumes. The notional amounts of these financial instruments are based on expected production from existing wells. The Company may also use exchange traded futures contracts and option contracts to hedge the delivery price of crude oil at a future date. The Company follows the provisions of FASB ASC Topic 815, “Derivatives and Hedging” as amended. It requires that all derivative instruments be recognized as assets or liabilities in the balance sheet, measured at fair value and marked-to-market at the end of each period. Any realized gains and losses on settled derivatives, as well as mark-to-market gains or losses, are aggregated and recorded to gain (loss) on derivative instruments, net on the statements of operations. See Note 12 for a description of the derivative contracts into which the Company has entered. Employee Benefit Plans The Company sponsors a 401(k) defined contribution plan for the benefit of substantially all employees at the date of hire. The plan allows eligible employees to make pre-tax contributions up to 100 % of their annual compensation, not to exceed annual limits established by the federal government. Employees are 100 % vested in the employer contributions upon receipt. Net Income (Loss) Per Common Share Basic earnings per share (“EPS”) are computed by dividing net income (loss) attributable to common stockholders (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include shares issuable upon exercise of stock options or warrants and vesting of restricted stock awards, and shares issuable upon conversion of the Series A Preferred Stock (see Note 5). The number of potential common shares outstanding are calculated using the treasury stock or if-converted method. In those reporting periods in which the Company has reported net income available to common stockholders, anti-dilutive shares generally are comprised of the restricted stock that has average unrecognized stock compensation expense greater than the average stock price. In those reporting periods in which the Company has a net loss, anti-dilutive shares are comprised of the impact of those number of shares that would have been dilutive had the Company had net income plus the number of common stock equivalents that would be anti-dilutive had the company had net income. Restricted stock awards are excluded from the calculation of basic weighted average common shares outstanding until they vest. For restricted stock awards that vest based on achievement of performance and/or market conditions, the number of contingently issuable common shares included in diluted weighted-average common shares outstanding is based on the number of common shares, if any, that would be issuable under the terms of the arrangement if the end of the reporting period were the end of the contingency period, assuming the result would be dilutive. F-14 Table of Contents Supplemental Cash Flow Information The following reflects the Company’s supplemental cash flow information for the years ended December 31, 2021, 2020 and 2019 : December 31, (In thousands) 2021 2020 2019 Supplemental Cash Items: Cash Paid During the Period for Interest, Net of Amount Capitalized $ 46,951 $ 55,109 $ 78,596 Non-cash Operating Activities: Contingent Consideration Settlements in Excess of Acquisition-date Liabilities — — 21,349 Non-cash Investing Activities: Oil and Natural Gas Properties Included in Accounts Payable and Accrued Liabilities 111,897 88,564 161,743 Capitalized Asset Retirement Obligations 6,950 710 4,042 Contingent Consideration 785 324 — Compensation Capitalized on Oil and Gas Properties 282 495 412 Issuance of Common Stock Warrants - Acquisitions of Oil and Natural Gas Properties 30,512 — — Issuance of Common Stock - Acquisitions of Oil and Natural Gas Properties — 1,537 11,708 Other Property and Equipment Included in Accounts Payable 578 — — Issuance of Unsecured VEN Bakken Note — — 128,660 Non-cash Financing Activities: Common Stock Dividends Declared 6,210 — — Issuance of Preferred Stock in Exchange for 8.5 % Second Lien Notes due 2023 — 81,212 75,000 Issuance of 8.50 % Second Lien Notes due 2023 - PIK Interest — — 3,480 Issuance of Common Stock for 2L Notes Repurchase — 37,169 — Issuance of Common Stock for Preferred Stock Exchange — 1,113 — Debt Exchange Derivative Liability Settlements — — 15,749 Contingent Consideration Settlements — — 17,822 New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”) followed by ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), issued in January 2021 to provide clarifying guidance regarding the scope of Topic 848. ASU 2020-04 was issued to provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. Generally, the guidance is to be applied as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. The Company F-15 Table of Contents has not elected to use the optional guidance and continues to evaluate the options provided by ASU 2020-04 and ASU 2021-01 and the impact the new standard will have on its financial statements and related disclosure. NOTE 3 CRUDE OIL AND NATURAL GAS PROPERTIES The book value of the Company’s crude oil and natural gas properties consists of all acquisition costs (including cash expenditures and the value of stock consideration), drilling costs and other associated capitalized costs. Acquisitions are accounted for as purchases and, accordingly, the results of operations are included in the accompanying statements of operations from the closing date of the acquisition. Acquired assets and liabilities assumed are recorded based on their estimated fair value at the time of the acquisition. Development capital expenditures and purchases of properties that were in accounts payable and not yet paid in cash at December 31, 2021 and 2020 were approximately $ 111.9 million and $ 88.6 million, respectively. 2021 Acquisitions During 2021, in addition to the Reliance Acquisition (defined below), CM Resources Acquisition (defined below) and the Comstock Acquisition (defined below), the Company acquired oil and natural gas properties, through a number of independent transactions, for a total of $ 37.9 million, excluding the associated development costs. Reliance Acquisition On April 1, 2021, the Company completed the acquisition of certain oil and gas properties, interests and related net assets from Reliance Marcellus, LLC (the “Reliance Acquisition”), effective July 1, 2020. At closing, the acquired assets included approximately 95.3 net producing wells and 24.9 net wells in progress, as well as approximately 61,712 net acres in the Appalachian Basin in Pennsylvania. In addition, the Company assumed minimum volume commitment contracts. The Reliance Acquisition was completed pursuant to the purchase and sale agreement between the Company and Reliance Marcellus, LLC (“Reliance”), dated February 3, 2021. The total consideration paid by the Company was $ 140.6 million, consisting of (i) warrants to purchase 3,250,000 shares of the Company’s common stock with an exercise price equal to $ 14.00 per share and a total estimated fair value of $ 30.5 million and (ii) cash purchase consideration of $ 110.1 million. The Reliance Acquisition was accounted for using the acquisition method under ASC Topic 805, Business Combinations, which requires all assets acquired and liabilities assumed to be recorded at fair value at the acquisition date. The results of operations from the acquisition from the April 1, 2021 closing date through December 31, 2021, represented approximately $ 52.8 million of revenue and $ 25.0 million of income from operations. Th e Company incurred $ 6.2 million o f transaction costs in connection with the acquisition, which are included in general and administrative expense in the statement of operations. The following table reflects the fair values of the net assets and liabilities as of the date of acquisition: (In thousands) Fair value of net assets: Proved oil and natural gas properties $ 139,644 Unproved oil and natural gas properties 10,912 Total assets acquired $ 150,556 Asset retirement obligations ( 6,549 ) Minimum volume commitment liability ( 3,443 ) Net assets acquired $ 140,564 Fair value of consideration paid for net assets: Cash consideration $ 110,052 Issuance of Warrants ( 3.2 million shares at $ 14.00 per share) 30,512 Total fair value of consideration transferred $ 140,564 F-16 Table of Contents CM Resources Acquisition On August 2, 2021, the Company completed the acquisition of certain non-operated oil and gas properties from CM Resources, LLC, effective as of April 1, 2021 (the “CM Resources Acquisition”) , for total estimated consideration of $ 101.7 million in cash. At closing, the acquired assets included approximately 6.5 net producing wells and 3.0 net wells in progress, as well as approximately 2,285 net acres in the Permian Basin. The CM Resources Acquisition was accounted for using the acquisition method under ASC Topic 805, Business Combinations, which requires all assets acquired and liabilities assumed to be recorded at fair value at the acquisition date. The results of operations from the acquisition from the August 2, 2021 closing date through December 31, 2021, represented approximately $ 32.5 million of revenue and $ 22.1 million of income from operations. The following table reflects the fair values of the net assets and liabilities as of the date of acquisition: (In thousands) Fair value of net assets: Proved oil and natural gas properties $ 101,869 Unproved oil and natural gas properties — Total assets acquired $ 101,869 Asset retirement obligations ( 179 ) Net assets acquired $ 101,691 Fair value of consideration paid for net assets: Cash consideration $ 101,691 Total fair value of consideration transferred $ 101,691 Pro Forma Information The following summarized unaudited pro forma statement of operations information for the years ended December 31, 2021 and December 31, 2020 assumes that the Reliance and CM Resources Acquisitions occurred as of January 1, 2020. The Company prepared the following summarized unaudited pro forma financial results for comparative purposes only. The summarized unaudited pro forma information may not be indicative of the results that would have occurred had the Company completed the acquisitions as of January 1, 2020, or that would be attained in the future. Year Ended December 31, Year Ended December 31, (In thousands) 2021 2020 Total Revenues $ 526,456 $ 602,951 Net Income (Loss) $ 17,281 $ ( 904,857 ) Comstock Acquisition On November 16, 2021, the Company completed the acquisition of certain oil and gas properties, interests and related assets from Comstock Oil & Gas, LLC (“Comstock”), effective as of October 1, 2021 (the “Comstock Acquisition”), for total estimated consideration of $ 150.5 million in cash. The acquisition was accounted for as an asset acquisition under ASC Topic 805 and the acquired assets consisted of approximately 65.9 net producing wells located primarily in Williams, McKenzie, Mountrail and Dunn Counties, North Dakota. Of the purchase price, 100 % was allocated to proved properties and the Company recognized approximately $ 1.7 million of asset retirement obligations. The Comstock Acquisition was completed pursuant to the purchase and sale agreement between the Company and Comstock, dated October 6, 2021. 2020 Acquisitions During 2020, the Company acquired oil and natural gas properties, through a number of independent transactions, for a total of $ 21.6 million, excluding the associated development costs. F-17 Table of Contents Divestitures From time-to-time the Company may divest assets. In addition, the Company may trade leasehold interests with operators to balance working interests in spacing units to facilitate and encourage a more expedited development of the Company’s acreage. Unproved Properties Unproved properties not being amortized comprise approximately 29,835 net acres and 16,464 net acres of undeveloped leasehold interests at December 31, 2021 and 2020, respectively. The Company believes that the majority of its unproved costs will become subject to depletion within the next five years by proving up reserves relating to the acreage through exploration and development activities, by impairing the acreage that will expire before the Company can explore or develop it further or by determining that further exploration and development activity will not occur. The timing by which all other properties will become subject to depletion will be dependent upon the timing of future drilling activities and delineation of its reserves. Excluded costs for unproved properties are accumulated by year. Costs are reflected in the full cost pool as the drilling costs are incurred or as costs are evaluated and deemed impaired. The Company anticipates these excluded costs will be included in the depletion computation over the next five years . The Company is unable to predict the future impact on depletion rates. The following is a summary of capitalized costs excluded from depletion at December 31, 2021 by year incurred. December 31, (In thousands) 2021 2020 2019 Prior Years Property Acquisition $ 15,991 $ 240 $ 4,664 $ 4,102 Development — — — — Total $ 15,991 $ 240 $ 4,664 $ 4,102 The Company historically has acquired unproved properties by purchasing individual or small groups of leases directly from mineral owners, landmen or lease brokers, which leases historically have not been subject to specified drilling projects, and by purchasing lease packages in identified project areas controlled by specific operators. The Company generally participates in drilling activities on a heads up basis by electing whether to participate in each well on a well-by-well basis at the time wells are proposed for drilling. The Company assesses all items classified as unproved property on an annual basis, or if certain circumstances exist, more frequently, for possible impairment or reduction in value. The assessment includes consideration of the following factors, among others: intent to drill, remaining lease term, geological and geophysical evaluations, drilling results and activity, the assignment of proved reserves, and the economic viability of development if proved reserves are assigned. During any period in which these factors indicate an impairment, the cumulative costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to depletion and amortization. NOTE 4 LONG-TERM DEBT The Company’s long-term debt consists of the following: F-18 Table of Contents (In thousands) December 31, 2021 December 31, 2020 Revolving Credit Facility $ 55,000 $ 532,000 Unsecured Notes due 2028 750,000 — Second Lien Notes due 2023 — 287,755 Unsecured VEN Bakken Note — 130,000 Total principal 805,000 949,755 Unamortized debt discounts and premiums 13,217 2,041 Unamortized debt issuance costs (1) ( 14,780 ) ( 6,953 ) Total debt 803,437 944,843 Less current portion of long-term debt — ( 65,000 ) Total long-term debt $ 803,437 $ 879,843 _____________________ (1) Debt issuance costs related to the Company’s Revolving Credit Facility of $ 5.7 million and $ 6.5 million as of December 31, 2021 and 2020, are recorded in “Other Noncurrent Assets, Net” in the balance sheets. During the years ended December 31, 2021 and 2020, the Company recorded a zero and $ 1.5 million write-off of debt issuance costs as a result of the reduction in the borrowing base under the Revolving Credit Facility. Revolving Credit Facility On November 22, 2019, the Company entered into a Second Amended and Restated Credit Agreement (the “Revolving Credit Facility”) with Wells Fargo Bank, National Association, as administrative agent (“Agent”), and the lenders from time to time party thereto, which amended and restated the Company’s prior revolving credit facility that was entered into on October 5, 2018. The Revolving Credit Facility is scheduled to mature on November 22, 2024. The Revolving Credit Facility is subject to a borrowing base with maximum loan value to be assigned to the proved reserves attributable to the Company and its subsidiaries’ (if any) oil and gas properties. As of December 31, 2021, the borrowing base was $ 850.0 million and the aggregate elected commitment amount was $ 750.0 million. In order to borrow in excess of the elected commitment amount, the Company would need to find new or existing lenders willing to provide the additional commitments. The borrowing base will be redetermined semiannually on or around April 1st and October 1st, with one interim “wildcard” redetermination available between scheduled redeterminations. The April 1st scheduled redetermination shall be based on a January 1st engineering report audited by a third-party (reasonably acceptable by the Agent). The aggregate elected commitment amount may be increased semi-annually upon each scheduled borrowing base redetermination, and up to two times between each scheduled redetermination. At the Company’s option, borrowings under the Revolving Credit Facility shall bear interest at the base rate or LIBOR plus an applicable margin. Base rate loans bear interest at a rate per annum equal to the greatest of: (i) the Agents’s prime rate; (ii) the federal funds effective rate plus 50 basis points; and (iii) the adjusted LIBOR rate for a one-month interest period plus 100 basis points. The applicable margin for base rate loans ranges from 100 to 200 basis points, and the applicable margin for LIBOR loans ranges from 200 to 300 basis points, in each case depending on the percentage of the borrowing base utilized. The Revolving Credit Facility contains negative covenants that limit the Company’s ability, among other things, to pay dividends, incur additional indebtedness, maintain excess cash liquidity, sell assets, enter into certain derivatives contracts, change the nature of its business or operations, merge, consolidate, or make certain types of investments. In addition, the Revolving Credit Facility requires that the Company comply with the following financial covenants: (i) as of the date of determination, the ratio of total net debt to EBITDAX (as defined in the Revolving Credit Facility) shall be no more than 3.50 to 1.00, measured on a pro forma rolling four quarter basis, and (ii) the current ratio (defined as consolidated current assets including unused amounts of the total commitments, but excluding non-cash assets under FASB ASC 815, divided by consolidated current liabilities excluding current non-cash obligations under FASB ASC 815 and current maturities under the Revolving Credit Facility) shall not be less than 1.00 to 1.00 . The Company is in compliance with these financial covenants as of December 31, 2021. The Company’s obligations under the Revolving Credit Facility may be accelerated, subject to customary grace and cure periods, upon the occurrence of certain Events of Default (as defined in the Revolving Credit Facility). Such Events of Default include customary events for a financing agreement of this type, including, without limitation, payment defaults, the inaccuracy of representations and warranties, defaults in the performance of affirmative or negative covenants, defaults on other F-19 Table of Contents indebtedness of us or the Company’s subsidiaries, defaults related to judgments and the occurrence of a Change in Control (as defined in the Revolving Credit Facility). The Company’s obligations under the Revolving Credit Facility are secured by mortgages on not less than 90 % of the value of proved reserves associated with the oil and gas properties included in the determination of the borrowing base. Additionally, the Company entered into a Guaranty and Collateral Agreement in favor of the Agent for the secured parties, pursuant to which the Company’s obligations under the Revolving Credit Facility are secured by a first priority security interest in substantially all of the Company’s assets. Unsecured Notes due 2028 On February 18, 2021, the Company and Wilmington Trust, National Association, as trustee, entered into an indenture (the “2028 Notes Indenture”), pursuant to which the Company issued $ 550.0 million in aggregate principal amount of 8.125 % senior unsecured notes due 2028 (the “Original 2028 Notes”). On November 15, 2021, the Company issued an additional $ 200.0 million aggregate principal amount of 8.125 % senior notes due 2028 (the “Additional 2028 Notes” and, together with the Original 2028 Notes, the “2028 Notes”). The proceeds of the 2028 Notes were used primarily to refinance existing indebtedness, and for general corporate purposes. The 2028 Notes will mature on March 1, 2028. Interest on the 2028 Notes is payable semi-annually in arrears on each March 1 and September 1, commencing September 1, 2021, to holders of record on the February 15 and August 15 immediately preceding the related interest payment date, at a rate of 8.125 % per annum. Prior to March 1, 2024, the Company may redeem all or a part of the 2028 Notes at a redemption price equal to 100 % of the principal amount of the 2028 Notes redeemed, plus an applicable make-whole premium and accrued and unpaid interest to the redemption date. On or after March 1, 2024, the Company may redeem all or a part of the 2028 Notes at redemption prices (expressed as percentages of principal amount) equal to 104.063 % for the twelve-month period beginning on March 1, 2024, 102.031 % for the twelve-month period beginning on March 1, 2025, and 100 % beginning on March 1, 2026, plus accrued and unpaid interest to the redemption date. The 2028 Notes Indenture contains covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries, if any, to: (i) incur or guarantee additional indebtedness or issue certain types of preferred stock; (ii) pay dividends or distributions in respect of equity interests or redeem, repurchase or retire equity securities or subordinated indebtedness; (iii) transfer or sell certain assets; (iv) make investments; (v) create liens to secure indebtedness; (vi) enter into agreements that restrict dividends or other payments from any non-guarantor subsidiary to the Company; (vii) consolidate with or merge with or into, or sell substantially all of the Company’s assets to, another person; (viii) enter into transactions with affiliates; and (ix) create unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications, and many of these covenants will be terminated if the 2028 Notes achieve an investment grade rating from either Moody’s Investors Services, Inc. or S&P Global Ratings. The 2028 Notes Indenture contains customary events of default, including, but not limited to: (i) default for 30 days in the payment when due of interest on the 2028 Notes; (ii) default in payment when due of the principal of, or premium, if any, on the 2028 Notes; (iii) failure by the Company or certain of its subsidiaries, if any, to comply with certain of their respective obligations, covenants or agreements contained in the 2028 Notes or the 2028 Notes Indenture, subject to certain notice and grace periods; (iv) failure by the Company or any of its restricted subsidiaries to pay indebtedness within any applicable grace period or the acceleration of any such indebtedness if the total amount of such indebtedness exceeds $ 35.0 million; (v) failure by the Company or any of its restricted subsidiaries that is a Significant Subsidiary (as defined in the 2028 Notes Indenture) to pay final non-appealable judgments aggregating in excess of $ 35.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (vi) except as permitted by the 2028 Notes Indenture, any guarantee of the 2028 Notes is held in any judicial proceeding to be unenforceable or invalid, or ceases for any reason to be in full force and effect, or is denied or disaffirmed by a Guarantor (as defined in the 2028 Notes Indenture); and (vii) certain events of bankruptcy or insolvency described in the 2028 Notes Indenture with respect to the Company and its restricted subsidiaries that are Significant Subsidiaries. Second Lien Notes due 2023 During February 2021, the Company completed a cash tender offer pursuant to which it redeemed and retired $ 272.1 million in aggregate principal amount of the Company’s 8.500 % senior secured second lien notes due 2023 (the “Second Lien Notes”). Immediately thereafter, there was $ 15.7 million in aggregate principal amount of Second Lien Notes remaining outstanding. In May 2021, the Company redeemed and retired the remaining $ 15.7 million in aggregate principal amount of the Second Lien Notes, and as a result the Second Lien Notes have been retired in full. F-20 Table of Contents Unsecured VEN Bakken Note due 2022 In January 2021, the Company repaid $ 65.0 million in aggregate principal amount under the Company’s 6.0 % senior unsecured promissory note due 2022 (the “Unsecured VEN Bakken Note”), which was a scheduled repayment thereunder. In February 2021, the Company used a portion of the proceeds from the 2028 Notes to repay the remaining $ 65.0 million in aggregate principal amount outstanding under the Unsecured VEN Bakken Note, and as a result the note has been retired in full. NOTE 5 COMMON AND PREFERRED STOCK Common Stock The company is authorized to issue up to 135,000,000 shares of common stock, par value $ 0.001 per share. As of December 31, 2021 and 2020, the Company had 77,341,921 and 45,908,779 shares of common stock issued and outstanding, respectively. In May 2021, the Company’s Board of Directors declared a cash dividend on the Company’s common stock in the amount of $ 0.03 per share. The dividend was paid on July 30, 2021 to stockholders of record as of the close of business on June 30, 2021. In August 2021, the Company’s Board of Directors declared a cash dividend on the Company’s common stock in the amount of $ 0.045 per share. The dividend was paid on October 29, 2021 to stockholders of record as of the close of business on September 30, 2021. In November 2021, the Company’s Board of Directors declared a cash dividend on the Company’s common stock in the amount of $ 0.08 per share. The dividend was paid on January 31, 2022 to stockholders of record as of the close of business on December 30, 2021. In January 2022, the Company’s Board of Directors declared a cash dividend on the Company’s common stock in the amount of $ 0.14 per share. The dividend is payable on April 29, 2022 to stockholders of record as of the close of business on March 30, 2022. In April 2021, in connection with the Reliance Acquisition, the Company issued warrants to purchase 3,250,000 shares of the Company’s common stock at an exercise price equal to $ 14.00 per share (subject to certain adjustments), which are generally exercisable from June 30, 2021 until April 1, 2028. The grant-date value of the common stock warrants consideration was determined by utilizing an Option Pricing Model. The common stock warrants are classified as equity on the consolidated balance sheet and therefore are not subject to recurring fair-value adjustments. The key inputs in applying the Option Pricing Model are as follows: the market value of the underlying stock which was determined based on the closing market price of the Company’s common shares on the acquisition date, the exercise price of $ 14.00 per share, volatility of 80 % and a risk-free rate of 1.34 %. As of December 31, 2021, anti-dilution adjustments under the warrants triggered by the Company’s common stock dividends had caused the number of common shares underlying the warrants to increase to 3,276,582 shares and the exercise price to decrease to $ 13.8864 per share. Preferred Stock The Company is authorized to issue up to 5,000,000 shares of preferred stock, par value $ 0.001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of December 31, 2021 and 2020, the Company had 2,218,732 shares of preferred stock issued and outstanding, respectively, all of which were shares of 6.500 % Series A Perpetual Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”). The terms of the Series A Preferred Stock are set forth in the Certificate of Designations for the Series A Preferred Stock (the “Certificate of Designations”), as originally filed with the Delaware Secretary of State on November 22, 2019, and as amended thereafter. The Series A Preferred Stock ranks senior to the Company’s common stock with respect to the payment of dividends and distribution of assets upon liquidation, dissolution or winding-up. Holders of the Series A Preferred Stock are entitled to receive, when, as and if declared by the board of directors of the Company, cumulative dividends in cash, at a rate of 6.500 % per annum on the sum of (i) the $ 100 liquidation preference per share of Series A Preferred Stock (the “Liquidation Preference”) and (ii) all accumulated and unpaid dividends (if any), payable semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2020. On May 15, 2021, the Company paid a dividend in the amount of $ 9.9163 per share to the holders of record of the Series A Preferred Stock as of May 1, 2021. This dividend, which totaled $ 22.0 million in the aggregate, was inclusive of all accrued and F-21 Table of Contents unpaid dividends from the original issue date of the Series A Preferred Stock. On November 15, 2021, the Company paid a dividend in the amount of $ 3.25 per share to the holders of record of the Series A Preferred Stock as of November 1, 2021. This dividend, which totaled $ 7.2 million in the aggregate, was inclusive of all accrued and unpaid dividends on the Series A Preferred Stock. As of December 31, 2021, the Company was current in the payment of dividends and there were $ 1.8 million of undeclared accumulated dividends on the Series A Preferred Stock. The Series A Preferred Stock is convertible at the holders’ option (an “Optional Conversion”) into common stock at a conversion rate set forth in the Certificate of Designations, subject to customary adjustments (including anti-dilution) as provided for therein. As of December 31, 2021, the conversion rate was 4.3984 shares of common stock for each share of Series A Preferred Stock (which is equivalent to a conversion price of $ 22.7355 . Holders may be entitled to additional shares of common stock or cash in connection with a conversion that occurs in connection with a Fundamental Change (as defined in the Certificate of Designations). The Series A Preferred Stock is convertible at the Company’s option (a “Mandatory Conversion”) if the closing sale price of the Company’s common stock equals or exceeds 145 % of the conversion price for at least 20 trading days (whether or not consecutive) in a period of 30 consecutive trading days. A Mandatory Conversion would also entitle the holder to a cash payment equal to eight semi-annual dividend payments, less an amount equal to all cash dividend payments made in respect of such holder’s shares of Series A Preferred Stock prior to such Mandatory Conversion. The occurrence of any Optional Conversion or Mandatory Conversion is subject to various terms and limitations set forth in the Certificate of Designations. The Certificate of Designations also sets forth additional information relating to the payment of dividends, voting, conversion rights, consent rights, liquidation rights, the ranking of the Series A Preferred Stock in comparison with the Company’s other securities, and other matters. 2021 Activity Common Stock On February 9, 2021, the Company closed an underwritten public offering of 14,375,000 shares of its common stock at a price to the public of $ 9.75 per share. This offering resulted in net proceeds of approximately $ 132.9 million, after deducting underwriting discounts and commissions and estimated offering expenses. On June 21, 2021, the Company closed an underwritten public offering of 5,750,000 shares of its common stock at a price to the public of $ 17.50 per share. This offering resulted in net proceeds of approximately $ 95.3 million, after deducting underwriting discounts and commissions and estimated offering expenses. On November 22, 2021, the Company closed an underwritten public offering of 11,000,000 shares of its common stock at a price to the public of $ 20.00 per share. This offering resulted in net proceeds of approximately $ 209.9 million, after deducting underwriting discounts and commissions and estimated offering expenses. Stock Repurchase Program In May 2011, the Company’s board of directors approved a stock repurchase program to acquire up to $ 150.0 million of the Company’s outstanding common stock. The stock repurchase program allows the Company to repurchase its shares from time to time in the open market, block transactions and in negotiated transactions. During the years ended December 31, 2021 and 2020, respectively, the Company did not repurchase shares of its common stock under the stock repurchase program. In 2019, the Company repurchased 0.6 million shares of its common stock under the stock repurchase program at a total cost of $ 16.3 million. Of the shares repurchased in 2019, $ 1.2 million was recorded as a settlement of contingent consideration liabilities in connection with a prior acquisition. The Company’s accounting policy upon the repurchase of shares is to deduct its par value from common stock and to reflect any excess of cost over par value as a deduction from Additional Paid-in Capital. All repurchased shares are now included in the Company’s pool of authorized but unissued shares. NOTE 6 STOCK-BASED COMPENSATION The Company maintains its 2018 Equity Incentive Plan (the “2018 Plan”), which replaced the Company’s prior 2013 Incentive Plan (the “2013 Plan”), for making equity-based awards to employees, directors and other eligible persons. No future awards F-22 Table of Contents will be made under the 2013 Plan. The 2013 Plan continues to govern awards that were made thereunder, which remain in effect pursuant to their terms. As of December 31, 2021, there were 582,754 shares available for future awards under the 2018 Plan. The Company recognizes the fair value of stock-based compensation awards expected to vest over the requisite service period as a charge against earnings, net of amounts capitalized. The Company’s stock-based compensation awards are accounted for as equity instruments and are included in the “General and administrative expenses” line item in the statements of operations. The Company capitalizes a portion of stock-based compensation for employees who are directly involved in the acquisition of oil and natural gas properties into the full cost pool. Capitalized stock-based compensation is included in the “Oil and natural gas properties” line item in the balance sheets. The 2018 Plan and 2013 Plan award types are summarized as follows: Restricted Stock Awards The Company issues restricted stock awards (“RSAs”) subject to various vesting conditions as compensation to executive officers, employees and directors of the Company. RSAs issued to employees and executive officers generally vest over three years , provided that any performance and/or market conditions are also met. RSAs issued to directors generally vest over one year , provided that any performance and/or market conditions are also met. For RSAs subject to service and/or performance vesting conditions, the grant-date fair value is established based on the closing price of the Company’s common stock on such date. Stock-based compensation expense for awards subject to only service conditions is recognized on a straight-line basis over the service period. Stock-based compensation expense for awards with both service and performance conditions is recognized on a graded basis only if it is probable that the performance condition will be achieved. The Company accounts for forfeitures of awards granted under these plans as they occur in determining stock-based compensation expense. For awards subject to a market condition, the grant-date fair value is estimated using a Monte Carlo valuation model. The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether it becomes probable that these conditions will be achieved or not, and stock-based compensation expense for any such awards is not reversed if vesting does not actually occur. The Monte Carlo model is based on random projections of stock price paths and must be repeated numerous times to achieve a probabilistic assessment. Expected volatility is calculated based on the historical volatility and implied volatility of the Company’s common stock, and the risk-free interest rate is based on U.S. Treasury yield curve rates with maturities consistent with the three -year vesting period. The key assumptions used in valuing these market-based awards were as follows: 2019 Risk-free interest rate 2.57 % Dividend yield — % Expected volatility 85.00 % During 2021, 2020 and 2019, 339,653 , 460,382 and 174,720 shares, respectively, of service-based RSAs were granted to executive officers, employees and directors under the 2013 and 2018 Equity Plans. The weighted average grant date fair value of service-based RSAs was $ 16.45 per share, $ 9.15 per share and $ 21.40 per share for the years ended December 31, 2021, 2020, and 2019, respectively. During 2019, RSAs subject to service, market, and performance-based vesting conditions were granted to employees and executive officers under the 2018 Plan. Vesting of these awards is contingent on the Company’s debt-adjusted cash flow per share as compared to specified targets (“2019 Performance Award I”). The weighted average grant date fair value of these service, performance, and market-based RSAs was $ 9.80 per share. Also during 2019, RSAs subject to service and market-based vesting conditions were granted to employees, executive officers, and directors under the 2018 Plan. Vesting of these awards is contingent on the Company’s stock price performance relative to specified targets (“2019 Performance Award II”). The weighted average grant date fair value of these service and market-based RSAs was $ 18.20 per share. The following table reflects the outstanding RSAs and activity related thereto for the year ended December 31, 2021: F-23 Table of Contents Service-based Awards Service and Performance-based Awards Service and Market-based Awards Service, Performance, and Market-based Awards Number of Shares Weighted-average Grant Date Fair Value Number of Shares Weighted-average Grant Date Fair Value Number of Shares Weighted-average Grant Date Fair Value Number of Shares Weighted-average Grant Date Fair Value Outstanding at December 31, 2020 268,602 $ 10.44 16,250 $ 27.00 5,245 $ 16.70 39,200 $ 9.80 Shares granted 339,653 16.45 — — — — — — Shares forfeited ( 13,355 ) 11.62 — — — — ( 1,000 ) 9.80 Shares vested ( 174,778 ) 14.23 ( 16,250 ) 27.00 ( 5,245 ) 16.70 ( 19,600 ) 9.80 Outstanding at December 31, 2021 420,122 $ 13.68 — $ — — $ — 18,600 $ 9.80 At December 31, 2021, there was $ 4.5 million of total unrecognized compensation expense related to unvested RSAs. That cost is expected to be recognized over a weighted average period of 0.91 years. For the years ended December 31, 2021, 2020 and 2019, the total fair value of the Company’s restricted stock awards vested was $ 1.8 million, $ 2.7 million and $ 6.6 million, respectively. NOTE 7 RELATED PARTY TRANSACTIONS The Company’s Audit Committee is responsible for approving all transactions involving related parties. NOTE 8 COMMITMENTS & CONTINGENCIES Litigation The Company is engaged in various proceedings incidental to the normal course of business. Due to their nature, such legal proceedings involve inherent uncertainties, including but not limited to, court rulings, negotiations between affected parties and governmental intervention. Based upon the information available to the Company and discussions with legal counsel, it is the Company’s opinion that the outcome of the various legal actions and claims that are incidental to its business will not have a material impact on the Company’s financial position, results of operations or cash flows. Such matters, however, are subject to many uncertainties, and the outcome of any matter is not predictable with assurance. The Company’s interests in certain crude oil and natural gas leases from the State of North Dakota are subject to an ongoing dispute over the ownership of minerals underlying the bed of the Missouri River within the boundaries of the Fort Berthold Reservation. The ongoing dispute is between the State of North Dakota and three affiliated tribes, both of whom have purported to lease mineral rights in tracts of riverbed within the reservation boundaries. In the event the ongoing dispute results in a final judgment that is adverse to the Company’s interests, the Company would be required to reverse approximately $ 4.0 million in revenue (net of accrued taxes) that has been accrued since the first quarter of 2013 based on the Company’s purported interest in the crude oil and natural gas leases at issue. Due to the long-term nature of this title dispute, the $ 4.0 million in accounts receivable is included in “Other Noncurrent Assets, Net” in the balance sheets. The Company fully maintains the validity of its interests in the crude oil and natural gas leases. Delivery Commitments As of December 31, 2021, the Company had certain agreements associated with the Company’s Appalachian basin properties which require the Company to deliver firm quantities of natural gas to certain third parties, which we seek to fulfill with products from existing reserves. In the event we are not able to meet these firm commitments, we are subject to deficiency payments. The estimable future commitments under these volume commitment agreements as of December 31, 2021 are as follows: F-24 Table of Contents (in Bcf) Commitment Volumes 2022 19.0 2023 19.0 2024 18.4 2025 3.2 Total 59.6 The Company recognizes any deficiency payments in the period in which the underdelivery takes place pursuant to the agreements and the related liability has been incurred. These amounts are recognized in operating expenses in the Company’s Statement of Operations. The amount and timing of any such deficiency payments that may be incurred in the future can not be accurately estimated. NOTE 9 ASSET RETIREMENT OBLIGATIONS The Company has asset retirement obligations associated with the future plugging and abandonment of proved properties and related facilities. Initially, the fair value of a liability for an asset retirement obligation (“ARO”) is recorded in the period in which it is incurred and a corresponding increase in the carrying amount of the related long-lived asset. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. If the liability is settled for an amount other than the recorded amount, an adjustment to the full cost pool is recognized. The Company has no assets that are legally restricted for purposes of settling asset retirement obligations. Inherent in the fair value calculation are numerous assumptions and judgments including the ultimate retirement costs, inflation factors, credit-adjusted risk-free discount rates, timing of retirement, and changes in the legal, regulatory, environmental and political environments. To the extent future revisions to these assumptions impact the present value of the existing ARO, a corresponding adjustment is made to the oil and gas property balance. For example, as the Company analyzes actual plugging and abandonment information, the Company may revise its estimate of current costs, the assumed annual inflation of the costs and/or the assumed productive lives of its wells. During 2021, the Company adjusted the assumed productive lives of certain of its wells. During 2020, there were no adjustments to the aforementioned assumptions requiring revisions of previous estimates. The following table summarizes the Company’s asset retirement obligation transactions recorded during the years ended December 31, 2021 and 2020. December 31, (in thousands) 2021 2020 Beginning Asset Retirement Obligations $ 19,181 $ 17,299 Liabilities Acquired During the Period 8,419 — Liabilities Incurred During the Period 3,075 688 Revision of Estimates ( 4,084 ) 21 Accretion of Discount on Asset Retirement Obligations 1,654 1,192 Liabilities Settled During the Period ( 233 ) ( 20 ) Ending Asset Retirement Obligations $ 28,012 $ 19,181 NOTE 10 INCOME TAXES Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating losses and tax credit carry-forwards. Under this method, deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income (loss) in the period that includes the enactment date. The income tax provision (benefit) for the years ended December 31, 2021, 2020, and 2019 consists of the following: F-25 Table of Contents (In thousands) 2021 2020 2019 Current Federal $ — $ ( 376 ) $ ( 210 ) State 233 — — Deferred Federal 130 ( 175,309 ) ( 16,676 ) State ( 3,984 ) ( 17,778 ) ( 3,578 ) Valuation Allowance 3,854 193,297 20,464 Total Tax Benefit $ 233 $ ( 166 ) $ — The following is a reconciliation of the reported amount of income tax benefit for the years ended December 31, 2021, 2020, and 2019 to the amount of income tax expenses that would result from applying the statutory rate to pretax income (loss). (In thousands) 2021 2020 2019 Income (Loss) Before Taxes and NOL $ 6,594 $ ( 906,207 ) $ ( 76,318 ) Federal Statutory Rate 21.00 % 21.00 % 21.00 % Taxes Computed at Federal Statutory Rates 1,385 ( 190,303 ) ( 16,027 ) State Tax (Benefit), Net of Federal Taxes ( 3,752 ) ( 20,881 ) ( 2,630 ) Deferred Tax Adjustment ( 1,488 ) 3,686 ( 1,891 ) Share Based Compensation Tax Deficiency — — 33 Net Operating Loss Adjustment — 12,494 — Other 234 1,541 51 Valuation Allowance 3,854 193,297 20,464 Reported Tax Expense (Benefit) $ 233 $ ( 166 ) $ — In 2020, the Company reduced its net operating loss deferred tax asset and related valuation allowance by $ 12.5 million due to changes from the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and the finalized IRC regulations, that increased the limitation on the amount of deductible interest expense. A valuation allowance is established to reduce deferred tax assets if it is determined that it is more likely than not that the related tax benefit will not be realized. On a quarterly basis, management evaluates the need for and adequacy of valuation allowances based on the expected realizability of the deferred tax assets and adjusts the amount of such allowances, if necessary. During 2021, in evaluating whether it was more likely than not that the Company’s net deferred tax assets were realized through future net income, management considered all available positive and negative evidence, including (i) its earnings history, (ii) its ability to recover net operating loss carry-forwards, (iii) the projected future income and results of operations, and (iv) its ability to use tax planning strategies. Based on all the evidence available, management determined it was more likely than not that the net deferred tax assets, other than the deferred tax asset related to the Company’s alternative minimum tax credit, were not realizable. The Company’s valuation allowance at December 31, 2021 was $ 341.3 million. At December 31, 2021, the Company had a net operating loss carryforward for federal income tax purposes of $ 592.9 million, which is net of the IRC Section 382 limitation, and state NOL carryforwards of $ 728.1 million. The determination of the state NOL carryforwards is dependent upon apportionment percentages and state laws that can change from year to year and that can thereby impact the amount of such carryforwards. If unutilized, all of the federal net operating losses will expire from 2031 to 2037, except for $ 280.1 million of federal net operating losses that have an indefinite life. If unutilized, all of the state net operating losses will expire from 2022 to 2037, except for $ 179.7 million of state net operating losses that have an indefinite life. The significant components of the Company’s deferred tax assets (liabilities) were as follows: F-26 Table of Contents Year Ended December 31, (in thousands) 2021 2020 Net Operating Loss (NOLs) and Tax Credit Carryforwards $ 150,736 $ 123,121 Share Based Compensation 570 93 Accrued Interest 1,031 1,012 Allowance for Doubtful Accounts 919 902 Crude Oil and Natural Gas Properties and Other Properties 124,531 222,668 Derivative Instruments 63,739 ( 10,104 ) Other ( 178 ) ( 198 ) Total Net Deferred Tax Assets (Liabilities) Before Valuation Allowance 341,348 337,494 Valuation Allowance ( 341,348 ) ( 337,494 ) Total Net Deferred Tax Assets $ — $ — Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. The Company has no liabilities for unrecognized tax benefits. The Company’s policy is to recognize potential interest and penalties accrued related to unrecognized tax benefits within income tax expense. For the years ended December 31, 2021, 2020 and 2019, the Company did no t recognize any interest or penalties in its statements of operations, no r did it have any interest or penalties accrued in its balance sheet at December 31, 2021 and 2020 relating to unrecognized benefits. The tax years 2021, 2020, 2019, and 2018 remain open to examination for federal income tax purposes and by the other major taxing jurisdictions to which the Company is subject. Additionally, NOLs from 2011-2017 could be adjusted in the future when such NOLs are utilized. NOTE 11 FAIR VALUE Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Financial Assets and Liabilities As required, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The following tables set forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2021 and 2020. F-27 Table of Contents Fair Value Measurements at December 31, 2021 Using (In thousands) Quoted Prices In Active Markets for Identical Assets (Liabilities) (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Commodity Derivatives – Current Assets $ — $ 2,519 $ — Commodity Derivatives – Noncurrent Assets — $ 1,740 — Commodity Derivatives – Current Liabilities — ( 134,183 ) — Commodity Derivatives – Noncurrent Liabilities — ( 147,762 ) — Interest Rate Derivatives – Noncurrent Assets — 123 — Interest Rate Derivatives – Current Liabilities — ( 100 ) — Total $ — $ ( 277,664 ) $ — Fair Value Measurements at December 31, 2020 Using (In thousands) Quoted Prices In Active Markets for Identical Assets (Liabilities) (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Commodity Derivatives – Current Assets $ — $ 51,290 $ — Commodity Derivatives – Noncurrent Assets — 111 — Commodity Derivatives – Current Liabilities — ( 2,504 ) — Commodity Derivatives – Noncurrent Liabilities — ( 14,214 ) — Interest Rate Derivatives – Current Liabilities — ( 574 ) — Interest Rate Derivatives – Noncurrent Liabilities — ( 445 ) — Total $ — $ 33,664 $ — Commodity Derivatives. The Level 2 instruments presented in the tables above consist of commodity derivative instruments (see Note 12). The fair value of the Company’s commodity derivative instruments is determined based upon future prices, volatility and time to maturity, among other things. Counterparty statements are utilized to determine the value of the commodity derivative instruments and are reviewed and corroborated using various methodologies and significant observable inputs. The Company’s and the counterparties’ nonperformance risk is evaluated. The fair value of commodity derivative contracts is reflected in the balance sheet. The current derivative asset and liability amounts represent the fair values expected to be settled in the subsequent twelve months. Interest Rate Derivatives. The Level 2 instruments presented in the tables above consist of interest rate derivative instruments (see Note 11). The fair value of the Company’s interest rate derivative instruments is determined based upon contracted notional amounts, active market-quoted LIBOR yield curves, and time to maturity, among other things. Counterparty statements are utilized to determine the value of the interest rate derivative instruments and are reviewed and corroborated using various methodologies and significant observable inputs. The Company’s and the counterparties’ nonperformance risk is evaluated. The fair value of interest rate derivative contracts is reflected in the balance sheets. The current derivative asset and liability amounts represent the fair values expected to be settled in the subsequent twelve months. Fair Value of Other Financial Instruments The carrying amounts of cash equivalents, receivables and payables approximate fair value due to the highly liquid or short-term nature of these instruments. F-28 Table of Contents Long-term debt is not presented at fair value in the balance sheets, as it is recorded at carrying value, net of unamortized debt issuance costs and unamortized premium (see Note 4). The fair value of the Company’s 2028 Notes was $ 796.9 million at December 31, 2021. The fair value of the Company’s 2028 Notes are based on market quotes that represent Level 2 inputs. There is no active market for the Revolving Credit Facility. The recorded value of the Revolving Credit Facility approximates its fair value because of its floating rate structure based on the LIBOR spread, secured interest, and the Company’s borrowing base utilization. The fair value measurement for the Revolving Credit Facility represents Level 2 inputs. Non-Financial Assets and Liabilities The Company estimates AROs pursuant to the provisions of ASC 410. The initial measurement of AROs at fair value is calculated using discounted cash flow techniques and based on internal estimates of future retirement costs associated with oil and natural gas properties. Given the unobservable nature of the inputs, including plugging costs and reserve lives, the initial measurement of the AROs liability is deemed to use Level 3 inputs. AROs incurred and acquired during the year ended December 31, 2021 were approximately $ 11.5 million. The Company issued common stock warrants in the Company as a part of the Reliance Acquisition as purchase consideration. The common stock warrants issued were to purchase 3,250,000 shares of the Company’s common stock at an exercise price equal to $ 14.00 per share (subject to certain adjustments), which are generally exercisable from June 30, 2021 until April 1, 2028. The fair value of the common stock warrants consideration was determined by utilizing an Option Pricing Model. These non-recurring fair value measurements are primarily determined using inputs observable or can be corroborated by observable market data (Level 2 inputs). The Company accounts for acquisitions of oil and natural gas properties under the acquisition method of accounting. Accordingly, the Company conducts assessments of net assets acquired and recognizes amounts for identifiable assets acquired and liabilities assumed at the estimated acquisition date fair values, while transaction costs associated with the acquisitions are expensed as incurred. The Company makes various assumptions in estimating the fair values of assets acquired and liabilities assumed. The most significant assumptions relate to the estimated fair value of oil and natural gas properties. The fair value of these properties is measured using a discounted cash flow model that converts future cash flows to a single discounted amount. These assumptions represent Level 3 inputs under the fair value hierarchy. See Note 3 for additional discussion of the Company’s acquisitions of oil and natural gas properties during the year ended December 31, 2021 and discussion of the significant inputs to the valuations. Though the Company believes the methods used to estimate fair value are consistent with those used by other market participants, the use of other methods or assumptions could result in a different estimate of fair value. There were no transfers of financial assets or liabilities between Level 1, Level 2 or Level 3 inputs for the years ended December 31, 2021 and 2020. NOTE 12 DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT The Company utilizes various commodity price derivative instruments to (i) reduce the effects of volatility in price changes on the crude oil and natural gas commodities it produces and sells, (ii) reduce commodity price risk and (iii) provide a base level of cash flow in order to assure it can execute at least a portion of its capital spending. In addition, from time to time the Company utilizes interest rate swaps to mitigate exposure to changes in interest rates on the Company’s variable-rate indebtedness. All derivative instruments are recorded in the Company’s balance sheet as either assets or liabilities measured at their fair value (see Note 11). The Company has not designated any derivative instruments as hedges for accounting purposes and does not enter into such instruments for speculative trading purposes. If a derivative does not qualify as a hedge or is not designated as a hedge, the changes in the fair value are recognized in the Company’s statements of operations as a gain or loss on derivative instruments. Mark-to-market gains and losses represent changes in fair values of derivatives that have not been settled. The Company’s cash flow is only impacted when the actual settlements under the derivative contracts result in making or receiving a payment to or from the counterparty. These cash settlements represent the cumulative gains and losses on the Company’s derivative instruments for the periods presented and do not include a recovery of costs that were paid to acquire or modify the derivative instruments that were settled. The Company has master netting agreements on individual derivative instruments with certain counterparties and therefore the current asset and liability are netted in the balance sheet and the non-current asset and liability are netted in the balance sheet for contracts with these counterparties. Commodity Derivative Instruments F-29 Table of Contents The following table presents settlements on commodity derivative instruments and unsettled gains and losses on open commodity derivative instruments for the periods presented which is recorded in the revenue section of our financial statements: Year ended December 31, (In thousands) 2021 2020 2019 Cash Received (Paid) on Settled Derivatives $ ( 165,823 ) $ 188,264 $ 44,377 Non-Cash Mark-to-Market Gain (Loss) on Derivatives ( 312,370 ) 39,878 ( 173,214 ) Gain (Loss) on Commodity Derivatives, Net $ ( 478,193 ) $ 228,141 $ ( 128,837 ) The following table summarizes open commodity derivative positions as of December 31, 2021, for commodity derivatives that were entered into through December 31, 2021, for the settlement period presented: F-30 Table of Contents 2022 2023 2024 2025 Oil: WTI NYMEX - Swaps: Volume (Bbl) 9,864,780 2,651,625 549,000 — Weighted-Average Price ($/Bbl) $ 60.58 $ 64.40 $ 63.82 $ — Brent ICE - Swaps: Volume (Bbl) 365,000 — — — Weighted-Average Price ($/Bbl) $ 55.00 $ — $ — $ — WTI NYMEX - Swaptions: Volume (Bbl) — 2,869,750 1,692,750 — Weighted-Average Price ($/Bbl) $ — $ 54.94 $ 62.25 $ — WTI NYMEX - Call Options: Volume (Bbl) $ — 730,000 3,264,210 730,000 Weighted-Average Price ($/Bbl) — $ 63.48 $ 57.22 $ 49.95 Natural Gas: Henry Hub NYMEX - Swaps: Volume (MMBtu) 30,237,291 5,900,000 2,562,000 — Weighted-Average Price ($/MMBtu) $ 3.27 $ 3.67 $ 3.22 $ — Waha Swaps: Volume (MMBtu) 1,375,000 900,000 — — Weighted-Average Price ($/MMBtu) $ 3.18 $ 3.62 $ — $ — Waha Inside FERC to Henry Hub - Basis Swaps: Volume (MMBtu) 365,000 — — — Weighted-Average Differential ($/MMBtu) $ ( 0.26 ) $ — $ — $ — Henry Hub NYMEX - Collars: Volume (MMBtu) 6,360,000 900,000 — — Weighted-average floor price ($/MMBtu) $ 3.64 $ 3.50 $ — $ — Weighted-average ceiling price ($/MMBtu) $ 7.21 $ 7.50 $ — $ — Columbia/TCO-POOL - Basis Swaps: Volume (MMBtu) — — — — Weighted-Average Differential ($/MMBtu) $ — $ — $ — $ — Dominion - App - Basis Swaps: Volume (MMBtu) 355,729 — — — Weighted-Average Differential ($/MMBtu) $ ( 0.64 ) $ — $ — $ — NE - TETCO M2 - Basis Swaps: Volume (MMBtu) 12,496,561 1,350,000 — — Weighted-Average Differential ($/MMBtu) $ ( 0.83 ) $ ( 0.83 ) $ — $ — ______________ (1) Swaptions are crude oil derivative contracts that give counterparties the option to extend certain derivative contracts for additional periods. Call Options are crude oil derivative contracts sold by the Company that give counterparties the option to exercise certain derivative contracts. The volumes and prices reflected as Swaptions and Call Options in this table will only be effective if the options are exercised by the applicable counterparties. Interest Rate Derivative Instruments The Company uses interest rate swaps to effectively convert a portion of its variable rate indebtedness to fixed rate indebtedness. As of December 31, 2021, the Company had interest rate swaps with a total notional amount of $ 200.0 million. The settlement of these derivative instruments is recognized as a component of interest expense in the statements of operations. F-31 Table of Contents The mark-to-market component of these derivative instruments is recognized in gain (loss) on unsettled interest rate derivatives, net in the statements of operations. Other Information Regarding Derivative Instruments The following table sets forth the amounts, on a gross basis, and classification of the Company’s outstanding derivative financial instruments at December 31, 2021 and 2020, respectively. Certain amounts may be presented on a net basis on the financial statements when such amounts are with the same counterparty and subject to a master netting arrangement: (In thousands) December 31, Estimated Fair Value Type of Commodity Balance Sheet Location 2021 2020 Derivative Assets: Commodity Price Swap Contracts Current Assets $ 4,272 $ 52,702 Commodity Basis Swap Contracts Current Assets 1,916 37 Interest Rate Swap Contracts Current Assets 89 — Commodity Price Swaptions Contracts Current Assets 3,020 — Commodity Price Collar Contracts Current Assets 1,963 — Commodity Price Swap Contracts Noncurrent Assets 3,619 3,479 Commodity Basis Swap Contracts Noncurrent Assets 309 — Commodity Price Collar Contracts Noncurrent Assets 407 — Interest Rate Swap Contracts Noncurrent Assets 123 — Total Derivative Assets $ 15,719 $ 56,218 Derivative Liabilities: Commodity Price Swap Contracts Current Liabilities $ ( 138,389 ) $ ( 3,434 ) Commodity Basis Swap Contracts Current Liabilities ( 1,309 ) ( 519 ) Commodity Price Swaptions Contracts Current Liabilities ( 3,020 ) — Interest Rate Swap Contracts Current Liabilities ( 189 ) ( 574 ) Commodity Price Collar Contracts Current Liabilities ( 119 ) — Commodity Price Swap Contracts Noncurrent Liabilities ( 8,465 ) ( 399 ) Commodity Basis Swap Contracts Noncurrent Liabilities ( 823 ) — Commodity Price Collar Contracts Noncurrent Liabilities ( 275 ) — Interest Rate Swap Contracts Noncurrent Liabilities — ( 445 ) Commodity Price Call Option Contracts Noncurrent Liabilities ( 71,815 ) — Commodity Price Swaptions Contracts Noncurrent Liabilities ( 68,980 ) ( 17,184 ) Total Derivative Liabilities $ ( 293,383 ) $ ( 22,554 ) The use of derivative transactions involves the risk that the counterparties will be unable to meet the financial terms of such transactions. When the Company has netting arrangements with its counterparties that provide for offsetting payables against receivables from separate derivative instruments these assets and liabilities are netted in the balance sheet. The tables presented below provide reconciliation between the gross assets and liabilities and the amounts reflected in the balance sheet. The amounts presented exclude derivative settlement receivables and payables as of the balance sheet dates. F-32 Table of Contents Estimated Fair Value at December 31, 2021 (In thousands) Gross Amounts of Recognized Assets (Liabilities) Gross Amounts Offset on the Balance Sheet Net Amounts of Assets (Liabilities) Presented on the Balance Sheet Offsetting of Derivative Assets: Current Assets $ 11,261 $ ( 8,742 ) $ 2,519 Non-Current Assets 4,458 ( 2,595 ) 1,863 Total Derivative Assets $ 15,719 $ ( 11,337 ) $ 4,382 Offsetting of Derivative Liabilities: Current Liabilities $ ( 143,025 ) $ 8,742 $ ( 134,283 ) Non-Current Liabilities ( 150,357 ) 2,595 ( 147,762 ) Total Derivative Liabilities $ ( 293,383 ) $ 11,337 $ ( 282,045 ) Estimated Fair Value at December 31, 2020 (In thousands) Gross Amounts of Recognized Assets (Liabilities) Gross Amounts Offset on the Balance Sheet Net Amounts of Assets (Liabilities) Presented on the Balance Sheet Offsetting of Derivative Assets: Current Assets $ 52,739 $ ( 1,449 ) $ 51,290 Non-Current Assets 3,479 ( 3,369 ) 111 Total Derivative Assets $ 56,218 $ ( 4,817 ) $ 51,401 Offsetting of Derivative Liabilities: Current Liabilities $ ( 4,527 ) $ 1,449 $ ( 3,078 ) Non-Current Liabilities ( 18,028 ) 3,369 ( 14,659 ) Total Derivative Liabilities $ ( 22,554 ) $ 4,817 $ ( 17,737 ) All of the Company’s outstanding derivative instruments are covered by International Swap Dealers Association Master Agreements (“ISDAs”) entered into with parties that are also lenders under the Company’s Revolving Credit Facility. The Company’s obligations under the derivative instruments are secured pursuant to the Revolving Credit Facility, and no additional collateral had been posted by the Company as of December 31, 2021. The ISDAs may provide that as a result of certain circumstances, such as cross-defaults, a counterparty may require all outstanding derivative instruments under an ISDA to be settled immediately. See Note 11 for the aggregate fair value of all derivative instruments that were in a net liability position at December 31, 2021 and 2020. NOTE 13 EARNINGS PER SHARE The reconciliation of the numerators and denominators used to calculate basic EPS and diluted EPS for the years ended December 31, 2021, 2020 and 2019 are as follows: F-33 Table of Contents December 31, (In thousands, except share and per share data) 2021 2020 2019 Net Income (Loss) $ 6,361 $ ( 906,041 ) $ ( 76,318 ) Less: Cumulative Dividends on Preferred Stock 14,761 15,266 1,029 Net Loss Attributable to Common Stock $ ( 8,400 ) $ ( 921,307 ) $ ( 77,347 ) Weighted Average Common Shares Outstanding: Weighted Average Common Shares Outstanding – Basic 62,989,543 42,744,639 38,708,460 Plus: Dilutive Effect of Stock Options, Restricted Stock and Preferred Shares — — — Weighted Average Common Shares Outstanding – Diluted 62,989,543 42,744,639 38,708,460 Net Loss per Common Share: Basic $ ( 0.13 ) $ ( 21.55 ) $ ( 2.00 ) Diluted $ ( 0.13 ) $ ( 21.55 ) $ ( 2.00 ) For the years ended December 31, 2021, 2020, and 2019, the Company’s potentially dilutive securities, which include stock options, restricted stock and convertible preferred shares, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common shareholders is the same. The following securities have been excluded from the calculation of diluted weighted average common shares outstanding as the inclusion of these securities would have an anti-dilutive effect: December 31, 2021 2020 2019 Restricted Stock Awards 150,011 98,595 67,304 Series A Preferred Stock (if converted) 9,758,871 9,899,376 7,079,907 Warrants 468,325 — — Total 10,377,207 9,997,971 7,147,211 NOTE 14 SUBSEQUENT EVENTS Veritas Acquisition On November 16, 2021, the Company entered into a purchase and sale agreement (the “PSA”) with Veritas TM Resources, LLC, Veritas Permian Resources, LLC, Veritas Lone Star Resources, LLC, and Veritas MOC Resources, LLC (collectively, “Veritas”) pursuant to which the Company agreed to acquire (the “Veritas Acquisition”) certain oil and gas properties, interests and related assets. The Company completed the closing of the Veritas Acquisition pursuant to the PSA on January 27, 2022, with an effective date of October 1, 2021. In accordance with the PSA, the Company paid closing consideration to Veritas in respect of the acquired assets consisting of $ 419.4 million in cash (which includes a $ 40.7 million cash deposit previously paid by the Company upon the execution of the PSA and held in escrow in accordance with the terms of the PSA) and warrants to purchase 1,939,998 shares of the Company’s common stock, par value $ 0.001 per share, at an exercise price equal to $ 28.30 per share. The warrants will be exercisable in whole or in part for the Company’s common stock by Veritas at any time beginning 90 days following the date of issuance and ending seven years from the date of issuance. The cash portion of the consideration is net of preliminary and customary purchase price adjustments and remains subject to final post-closing settlement between the Company and Veritas. F-34 Table of Contents SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED) Oil and Natural Gas Exploration and Production Activities Oil and natural gas sales reflect the market prices of net production sold or transferred with appropriate adjustments for royalties, net profits interest, and other contractual provisions. Production expenses include lifting costs incurred to operate and maintain productive wells and related equipment including such costs as operating labor, repairs and maintenance, materials, supplies and fuel consumed. Production taxes include production and severance taxes. Depletion of crude oil and natural gas properties relates to capitalized costs incurred in acquisition, exploration, and development activities. Results of operations do not include interest expense and general corporate amounts. The results of operations for the Company’s crude oil and natural gas production activities are provided in the Company’s related statements of income. Costs Incurred and Capitalized Costs The costs incurred in crude oil and natural gas acquisition, exploration and development activities are highlighted in the table below. December 31, (In thousands) 2021 2020 2019 Costs Incurred for the Year: Proved Property Acquisition and Other $ 434,519 $ 50,345 $ 375,145 Unproved Property Acquisition 19,358 770 9,540 Development 202,325 162,797 369,233 Total $ 656,202 $ 213,912 $ 753,918 Excluded costs for unproved properties are accumulated by year. Costs are reflected in the full cost pool as the drilling costs are incurred or as costs are evaluated and deemed impaired. The Company anticipates these excluded costs will be included in the depletion computation over the next five years. The Company is unable to predict the future impact on depletion rates. The following is a summary of capitalized costs excluded from depletion at December 31, 2021 by year incurred. December 31, (In thousands) 2021 2020 2019 Prior Years Property Acquisition $ 15,991 $ 240 $ 4,664 $ 4,102 Development — — — — Total $ 15,991 $ 240 $ 4,664 $ 4,102 Oil and Natural Gas Reserves and Related Financial Data Information with respect to the Company’s crude oil and natural gas producing activities is presented in the following tables. Reserve quantities, as well as certain information regarding future production and discounted cash flows, were determined by Cawley, Gillespie & Associates, Inc., our third-party independent reserve engineers, based on information provided by the Company. F-35 Table of Contents Oil and Natural Gas Reserve Data The following tables present the Company’s third-party independent reserve engineers estimates of its proved crude oil and natural gas reserves. The Company emphasizes that reserves are approximations and are expected to change as additional information becomes available. Reservoir engineering is a subjective process of estimating underground accumulations of crude oil and natural gas that cannot be measured in an exact way, and the accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. (In thousands) Natural Gas (MCF) Oil (BBLS) BOE Proved Developed and Undeveloped Reserves at December 31, 2018 135,066 112,973 135,484 Revisions of Previous Estimates ( 5,146 ) ( 15,497 ) ( 16,355 ) Extensions, Discoveries and Other Additions 22,019 19,992 23,662 Purchases of Minerals in Place 53,969 25,611 34,606 Production ( 16,591 ) ( 11,325 ) ( 14,091 ) Proved Developed and Undeveloped Reserves at December 31, 2019 189,318 131,754 163,307 Revisions of Previous Estimates ( 21,512 ) ( 33,289 ) ( 36,874 ) Extensions, Discoveries and Other Additions 8,308 6,921 8,306 Production ( 16,473 ) ( 9,361 ) ( 12,107 ) Proved Developed and Undeveloped Reserves at December 31, 2020 159,641 96,025 122,632 Revisions of Previous Estimates 89,115 19,914 34,766 Extensions, Discoveries and Other Additions 32,432 12,759 18,164 Purchases of Minerals in Place 700,610 14,985 131,753 Production ( 44,074 ) ( 12,288 ) ( 19,634 ) Proved Developed and Undeveloped Reserves at December 31, 2021 937,724 131,395 287,682 Proved Developed Reserves: December 31, 2018 82,315 62,497 76,216 December 31, 2019 116,846 77,160 96,634 December 31, 2020 114,060 65,135 84,145 December 31, 2021 498,558 87,505 170,598 Proved Undeveloped Reserves: December 31, 2018 52,752 50,476 59,268 December 31, 2019 72,473 54,594 66,673 December 31, 2020 45,581 30,890 38,487 December 31, 2021 439,165 43,890 117,084 Proved reserves are estimated quantities of crude oil and natural gas, which geological and engineering data indicate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed reserves are proved reserves that can be expected to be recovered through existing wells with existing equipment and operating methods. Proved undeveloped reserves are included for reserves for which there is a high degree of confidence in their recoverability and they are scheduled to be drilled within the next five years. F-36 Table of Contents Notable changes in proved reserves for the year ended December 31, 2021 included the following: • Extensions and discoveries . In 2021, total extensions and discoveries of 18.2 MMBoe were primarily attributable to successful drilling in the Williston Basin as well as the addition of proved undeveloped locations. Included in these extensions and discoveries were 4.9 MMBoe as a result of successful drilling in the Williston Basin and 13.3 MMBoe as a result of additional proved undeveloped locations. • Purchases of minerals in place . In 2021, total purchases of minerals in place of 131.8 MMBoe were primarily attributable to acquisitions of oil and natural gas properties (see Note 3). • Revisions to previous estimates . In 2021, revisions to previous estimates increased proved developed and undeveloped reserves by a net amount of 34.8 MMBoe. Included in these revisions were 50.2 MMBoe of upward adjustments caused by higher crude oil and natural gas prices, a 1.1 MMBoe downward adjustment attributable to well performance when comparing the Company’s reserve estimates at December 31, 2021 to December 31, 2020 and 14.2 MMBoe of downward adjustments related to the removal of undeveloped drilling locations related to the 5-year rule and other adjustments. Notable changes in proved reserves for the year ended December 31, 2020 included the following: • Extensions and discoveries . In 2020, total extensions and discoveries of 8.3 MMBoe were primarily attributable to successful drilling in the Williston Basin as well as the addition of proved undeveloped locations. Included in these extensions and discoveries were 3.1 MMBoe as a result of successful drilling in the Williston Basin and 5.2 MMBoe as a result of additional proved undeveloped locations. • Revisions to previous estimates . In 2020, revisions to previous estimates decreased proved developed and undeveloped reserves by a net amount of 36.9 MMBoe. Included in these revisions were 33.8 MMBoe of downward adjustments caused by lower crude oil and natural gas prices, a 0.7 MMBoe downward adjustment attributable to well performance when comparing the Company’s reserve estimates at December 31, 2020 to December 31, 2019 and 2.3 MMBoe of downward adjustments related to the removal of undeveloped drilling locations related to the 5-year rule. Notable changes in proved reserves for the year ended December 31, 2019 included the following: • Extensions and discoveries . In 2019, total extensions and discoveries of 23.7 MMBoe were primarily attributable to successful drilling in the Williston Basin as well as the addition of proved undeveloped locations. Included in these extensions and discoveries were 11.3 MMBoe as a result of successful drilling in the Williston Basin and 12.3 MMBoe as a result of additional proved undeveloped locations. • Purchases of minerals in place . In 2019, total purchases of minerals in place of 34.6 MMBoe were primarily attributable to acquisitions of oil and natural gas properties (see Note 3). • Revisions to previous estimates . In 2019, revisions to previous estimates decreased proved developed and undeveloped reserves by a net amount of 16.4 MMBoe. Included in these revisions were 9.8 MMBoe of downward adjustments caused by lower crude oil and natural gas prices, a 2.0 MMBoe downward adjustment attributable to well performance when comparing the Company’s reserve estimates at December 31, 2019 to December 31, 2018 and 4.6 MMBoe of downward adjustments related to the removal of undeveloped drilling locations related to the 5-year rule. F-37 Table of Contents Standardized Measure of Discounted Future Net Cash Inflows and Changes Therein The following table presents a standardized measure of discounted future net cash flows relating to proved crude oil and natural gas reserves, and the changes in standardized measure of discounted future net cash flows relating to proved crude oil and natural gas were prepared in accordance with the provisions of ASC 932 Extractive Activities - Oil and Gas . Future cash inflows were computed by applying average prices of crude oil and natural gas for the last 12 months to estimated future production. Future production and development costs were computed by estimating the expenditures to be incurred in developing and producing the proved crude oil and natural gas reserves at the end of the year, based on year-end costs and assuming continuation of existing economic conditions. Future income tax expenses were calculated by applying appropriate year-end tax rates to future pretax cash flows relating to proved crude oil and natural gas reserves, less the tax basis of properties involved and tax credits and loss carry forwards relating to crude oil and natural gas producing activities. Future net cash flows are discounted at the rate of 10% annually to derive the standardized measure of discounted future cash flows. Actual future cash inflows may vary considerably, and the standardized measure does not necessarily represent the fair value of the Company’s crude oil and natural gas reserves. December 31, (In thousands) 2021 2020 2019 Future Cash Inflows $ 11,339,861 $ 3,395,670 $ 7,059,586 Future Production Costs ( 4,213,186 ) ( 1,747,325 ) ( 2,868,762 ) Future Development Costs ( 932,480 ) ( 416,507 ) ( 855,041 ) Future Income Tax Expense ( 947,303 ) ( 3,273 ) ( 320,528 ) Future Net Cash Inflows $ 5,246,892 $ 1,228,565 $ 3,015,255 10% Annual Discount for Estimated Timing of Cash Flows ( 2,356,783 ) ( 516,554 ) ( 1,337,194 ) Standardized Measure of Discounted Future Net Cash Flows $ 2,890,109 $ 712,011 $ 1,678,061 The twelve-month average prices were adjusted to reflect applicable transportation and quality differentials on a well-by-well basis to arrive at realized sales prices used to estimate the Company’s reserves. The price of other liquids is included in natural gas. The prices for the Company’s reserve estimates were as follows: Natural Gas MCF Oil Bbl December 31, 2021 $ 3.37 $ 62.25 December 31, 2020 $ 1.61 $ 32.69 December 31, 2019 $ 2.12 $ 50.53 The expected tax benefits to be realized from utilization of the net operating loss and tax credit carryforwards are used in the computation of future income tax cash flows. As a result of available net operating loss carryforwards and the remaining tax basis of its assets at December 31, 2021, the Company’s future income taxes were significantly reduced. F-38 Table of Contents Changes in the Standardized Measure of Discounted Future Net Cash Flows at 10% per annum follow: December 31, (In thousands) 2021 2020 2019 Beginning of Period $ 712,011 $ 1,678,061 $ 1,879,643 Sales of Oil and Natural Gas Produced, Net of Production Costs ( 727,317 ) ( 177,932 ) ( 424,548 ) Extensions and Discoveries 258,399 52,232 282,528 Previously Estimated Development Cost Incurred During the Period 85,526 78,633 100,987 Net Change of Prices and Production Costs 1,366,197 ( 815,278 ) ( 680,119 ) Change in Future Development Costs ( 103,806 ) ( 150,991 ) ( 174,729 ) Revisions of Quantity and Timing Estimates 607,774 ( 280,481 ) ( 226,721 ) Accretion of Discount 71,254 182,202 218,023 Change in Income Taxes ( 450,455 ) 143,438 156,621 Purchases of Minerals in Place 940,910 — 338,289 Other 129,615 2,127 19,902 End of Period $ 2,890,109 $ 712,011 $ 1,678,061 F-39