Latest developments
Recent company filings, newest first. Excerpts retain the original wording.
September 14, 2026Contracts8-K
Entry into a material agreement
Original filing excerpt · Item 1.01, 2.01, 2.03, 3.02, 7.01
Entry into a Material Definitive Agreement. The information set forth in the “Introductory Note” of this Current Report is hereby incorporated by reference into this
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Target Notes and Supplemental Indenture 2029 Notes On September 26, 2024, Target issued $600.0 million aggregate principal amount of 7.500% Senior Notes due 2029 (the “2029 Notes”), pursuant to an indenture, dated as of September 26, 2024 (as amended or supplemented from time to time, the “Indenture”), among Target, the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The 2029 Notes are the general unsecured, senior obligations of the Buyer. The 2029 Notes are guaranteed on a senior unsecured basis by the guarantors party thereto and may be guaranteed by certain future subsidiaries of the Buyer. The 2029 Notes will mature on October 15, 2029.
The 2029 Notes bear interest at the rate of 7.500% per annum, payable semi-annually in arrears on each April 15 and October 15. At any time prior to October 15, 2026, the Buyer may redeem up to 40% of the aggregate principal amount of the 2029 Notes, with an amount of cash not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 107.500% of the principal amount of the 2029 Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if at least 60% of the aggregate principal amount of the 2029 Notes originally issued under the Indenture on the issue date remains outstanding immediately after such redemption and the redemption occurs within 180 days of the closing date of such equity offering.
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Completion of Acquisition or Disposition of Assets. The information set forth in the “Introductory Note” and
of this Current Report is hereby incorporated by reference into this
As discussed in the Introductory Note, on September 10, 2026, the Acquisition was completed upon the terms and subject to the conditions of the Purchase Agreement. As consideration for the Acquisition and the transactions contemplated by the Purchase Agreement, the purchase price was comprised of (i) Cash Consideration of $2,570 million, subject to final customary adjustments, (ii) Equity Consideration of 32,203,000 shares of common stock and (iii) the assumption of the 2029 Notes. The foregoing description of the Purchase Agreement is a summary only and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in the “Introductory Note” and
of this Current Report is hereby incorporated by reference into this
Unregistered Sales of Equity Securities. The information set forth in the “Introductory Note” and
of this Current Report regarding the Equity Consideration is hereby incorporated by reference into this
The issuance of shares of common stock was completed in reliance upon the exemption from the registration requirements of the Securities Act, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.
Regulation FD Disclosure. On September 10, 2026, Magnolia issued a press release announcing the closing of the Acquisition. The full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information furnished pursuant to this
(including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filings under the Securities Act, unless specifically identified therein as being incorporated therein by reference. You should not assume that the information contained herein or the accompanying exhibits is accurate as of any date other than the date of each such document. Our business, financial condition, results of operations, prospects and assumptions that were utilized may have changed since those dates.
August 5, 2026Contracts8-K
Entry into a material agreement
Original filing excerpt · Item 1.01, 2.03
Entry into a Material Definitive Agreement. On August 5, 2026, Magnolia Oil & Gas Operating LLC (“Magnolia Operating”) and Magnolia Oil & Gas Finance Corp. (“Finance Corp.” and, together with Magnolia Operating, the “Issuers”) closed the previously announced private offering (the “Notes Offering”) of $500.0 million aggregate principal amount of 6.625% senior notes due 2034 (the “New Notes”). The New Notes were issued under the Indenture, dated as of August 5, 2026 (the “Closing Date”) (the “Indenture”), by and among the Issuers, Magnolia Oil & Gas Corporation (“Magnolia”), Magnolia Oil & Gas Parent LLC (“Magnolia LLC”), Magnolia Oil & Gas Holdings LLC (“Magnolia Holdings”) and Magnolia Oil & Gas Intermediate LLC (“Magnolia Intermediate,” and together with Magnolia, Magnolia LLC and Magnolia Holdings, the “Guarantors”) and Regions Bank, as trustee (the “Trustee”).
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The New Notes are the general unsecured, senior obligations of the Issuers. The New Notes are guaranteed on a senior unsecured basis by the Guarantors and may be guaranteed by certain future subsidiaries of the Issuers. The New Notes will mature on August 15, 2034. The New Notes bear interest at the rate of 6.625% per annum, payable semi-annually in arrears on each February 15 and August 15, commencing February 15, 2027. […]
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information required by
relating to the New Notes and the Indenture is contained in
of this Current Report on Form 8-K above and is incorporated into this
August 5, 2026Results8-K
Results of operations and financial condition
Original filing excerpt · Item 2.02, 7.01
Results of Operations and Financial Condition. On August 5, 2026, Magnolia Oil & Gas Corporation (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing its financial and operational results for the quarter ended June 30, 2026. The information furnished pursuant to this
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(including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Regulation FD Disclosure On August 5, 2026, the Company provided information in an earnings presentation on its website, www.magnoliaoilgas.com, regarding its financial and operational results for the quarter ended June 30, 2026. The earnings presentation, which is attached hereto as Exhibit 99.2, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.
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July 23, 2026Company update8-K
Other events
Original filing excerpt · Item 8.01
Other Events. On July 20, 2026, Magnolia Oil & Gas Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, as representative of the several underwriters listed in Schedule 1 thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell 46,315,790 shares of its Class A common stock, par value $0.0001 per share (“Common Stock”), at a price to the public of $23.75 per share (the “Equity Offering”). Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 6,947,368 shares (the “Option Shares”) of Common Stock from the Company, which option was fully exercised by the Underwriters on July 21, 2026.
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The Equity Offering was made pursuant to a registration statement on Form S-3 (File No. 333-297575), which was filed with the U.S. Securities and Exchange Commission on July 20, 2026 and became effective upon filing, as supplemented by a preliminary prospectus supplement dated July 20, 2026 and a final prospectus supplement dated July 20, 2026. The Equity Offering, including the sale of the Option Shares, closed on July 22, 2026. […]
July 22, 2026Company update8-K
Other events
Original filing excerpt · Item 8.01
Other Events. On July 22, 2026, Magnolia Oil & Gas Operating LLC (“Magnolia”) and Magnolia Oil & Gas Finance Corp. (“Finance Corp.” and, together with Magnolia, the “Issuers”), issued a press release in accordance with Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), announcing that the Issuers have priced the previously announced private offering of $500 million in aggregate principal amount of 6.625% senior unsecured notes due 2034 (the “Notes”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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The information contained in this Current Report on Form 8-K, including Exhibit 99.1, does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Notes in the offering or any other securities of the Issuers, and none of such information shall constitute an offer, solicitation or sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
July 22, 2026Company update8-K
Other events
Original filing excerpt · Item 8.01
Other Events. On July 22, 2026, Magnolia Oil & Gas Operating LLC (“Magnolia Operating”) and Magnolia Oil & Gas Finance Corp. (“Finance Corp.” and, together with Magnolia Operating, the “Issuers”), each an indirect subsidiary of Magnolia Oil & Gas Corporation (the “Company”), issued a press release in accordance with Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), announcing that, subject to market conditions and other factors, the Issuers intend to offer for sale $500 million in aggregate principal amount of senior unsecured notes due 2034 (the “Notes”) in a private offering (the “Notes Offering”) to eligible purchasers that is exempt from registration under the Securities Act.
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A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. As previously disclosed, on July 20, 2026, the Company priced a public offering of 46,315,790 shares of Class A common stock, par value $0.0001 per share (“Common Stock”), at a price to the public of $23.75 per share, less underwriting discounts and commission (the “Equity Offering”), the net proceeds of which will be used to fund the cash consideration payable by the Company in its acquisition of 100% of the issued and outstanding limited liability company interests of WildFire Intermediate Holdings, LLC from WildFire Energy I LLC. On July 21, 2026, the underwriters exercised their option to purchase an additional 6,947,368 shares of Common Stock at the public offering price, less underwriting discounts and commissions (the “Option Exercise”).
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July 20, 2026Company update8-K
Other events
Original filing excerpt · Item 8.01
Other Events. As previously disclosed in the Current Report on Form 8-K of Magnolia Oil & Gas Corporation, a Delaware corporation (“Magnolia”), filed with the Securities and Exchange Commission (the “Commission”) on July 19, 2026, Magnolia and Magnolia Oil & Gas Operating LLC, a Delaware limited liability company (“Buyer”), entered into a purchase and sale agreement with WildFire Energy I LLC, a Delaware limited liability company (“Seller”), pursuant to which Buyer agreed to purchase from Seller 100% of the issued and outstanding limited liability company interests of WildFire Intermediate Holdings, LLC, a Delaware limited liability company (the “Acquisition”).
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For purposes of incorporating by reference into future registration statements to be filed with the Commission and other offering documents, Magnolia is filing (i) certain updated disclosure as set forth in Exhibit 99.1, which is incorporated hereby by reference, and (ii) the following: (a) the audited financial statements of Seller as of and for the years ended December 31, 2025 and 2024, as set forth in Exhibit 99.2, which is incorporated herein by reference; (b) the unaudited condensed financial statements of Seller as of and for the three months ended March 31, 2026 and 2025, as set forth in Exhibit 99.3, which is incorporated herein by reference; […]
July 20, 2026Contracts8-K
Entry into a material agreement
Original filing excerpt · Item 1.01, 2.03, 3.02, 7.01
Entry Into a Material Definitive Agreement. Purchase Agreement On July 19, 2026, Magnolia Oil & Gas Corporation, a Delaware corporation (“Magnolia”), and Magnolia Oil & Gas Operating LLC, a Delaware limited liability company (“Buyer” and, together with Magnolia, the “Buyer Parties”), entered into a purchase and sale agreement (the “Purchase Agreement”) with WildFire Energy I LLC, a Delaware limited liability company (“Seller”), pursuant to which Buyer agreed to purchase from Seller 100% of the issued and outstanding limited liability company interests (the “Acquired Interests”) of WildFire Intermediate Holdings, LLC (“Target”).
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As consideration for the purchase of the Acquired Interests and the transactions contemplated by the Purchase Agreement (collectively, the “Acquisition”), the purchase price shall be comprised of (i) cash in the amount of $2,650 million (the “Cash Consideration”), subject to certain customary adjustments as set forth in the Purchase Agreement, and (ii) 32,203,000 shares of Magnolia’s Class A common stock (“common stock”), par value $0.0001 (the “Equity Consideration”), as well as the assumption of $600 million of the Target’s outstanding 7.500% Senior Notes due 2029. The obligations of the parties to complete the Acquisition are subject to the satisfaction or waiver of customary closing conditions set forth in the Purchase Agreement, including the expiration or termination of all applicable waiting periods (“HSR Clearance”) imposed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
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, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in
of this Current Report regarding the Third Amended and Restated RBL Facility is hereby incorporated by reference into this
Unregistered Sales of Equity Securities. The information set forth in
of this Current Report regarding the Equity Consideration is hereby incorporated by reference into this
Any issuance of shares of common stock will be completed in reliance upon the exemption from the registration requirements of the Securities Act, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.
Regulation FD Disclosure. On July 20, 2026, Magnolia issued a press release announcing the entry into the Purchase Agreement. The full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. Also on July 20, 2026 , as announced in the press release, Magnolia will be hosting an investor call beginning at 8:00 a.m. Eastern Time to discuss the Acquisition. A copy of the investor call presentation is furnished as Exhibit 99.2 to this Current Report and is incorporated herein by reference.
The investor call webcast and presentation will be available both live and for subsequent replay via the Events & Presentations page of Magnolia’s website at https://www.magnoliaoilgas.com/investors/events-and-presentations. Information contained on or accessible from Magnolia’s website is not, and shall not be deemed to be, incorporated by reference into this Current Report. The information furnished pursuant to this
(including Exhibit 99.1 and Exhibit 99.2) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filings under the Securities Act, unless specifically identified therein as being incorporated therein by reference. You should not assume that the information contained herein or the accompanying exhibits is accurate as of any date other than the date of each such document. Our business, financial condition, results of operations, prospects and assumptions that were utilized may have changed since those dates. Forward-Looking Statements This Current Report contains forward-looking statements within the meaning of the federal securities laws.
Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Magnolia. These risks include, but are not limited to: the delay or failure to consummate the Acquisition with the Seller due to unsatisfied closing conditions, such as HSR Clearance delay, or other factors; the ultimate amount of Cash Consideration to be paid or Equity Consideration to be issued in the Acquisition due to purchase price adjustments; the risk that, if acquired, the business of the Target does not perform consistent with Magnolia’s expectations; and the other risks identified in Magnolia’s 2025 Annual Report on Form 10-K and its other filings with the Securities and Exchange Commission (the “SEC”).
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May 8, 2026Shareholders8-K
Shareholder voting results
Original filing excerpt · Item 5.07
Submission of Matters to a Vote of Security Holders. (a) Magnolia Oil & Gas Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 8, 2026. (b) The following actions were taken at the Annual Meeting, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and the final number of votes cast for, votes withheld or cast against, abstentions and broker non-votes for each proposal is set forth below: 1. Each of the eight (8) nominees for director was elected to serve a one (1) year term, commencing on the date of the Annual Meeting.
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The final voting results were as follows: Nominees For Withheld Broker Non-Votes Christopher G. Stavros 172,835,380 2,812,423 3,800,061 Dan F. Smith 170,323,036 5,324,767 3,800,061 Arcilia C. Acosta 159,322,189 16,325,614 3,800,061 Edward P. Djerejian 170,064,029 5,583,774 3,800,061 David M. Khani 174,592,767 1,055,036 3,800,061 James R.
Larson 168,811,411 6,836,392 3,800,061 R. Lewis Ropp 174,593,907 1,053,896 3,800,061 Shandell M. Szabo 174,593,837 1,053,966 3,800,061 2. The stockholders approved an advisory, non-binding resolution regarding the compensation of the Company’s named executive officers for 2025 (the “say-on-pay vote”). The final voting results were as follows: For Against Abstentions Broker Non-Votes 172,184,401 3,156,663 306,739 3,800,061 3. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified.
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Latest results
Original excerpts. Reporting periods, units and comparisons are retained in the text.
Revenue
Management’s Discussion and Analysis of Financial Condition and Results of Operations FORWARD-LOOKING STATEMENTS This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding the Company’s future financial position, business strategy, budgets, projected revenues, projected costs, and plans and objectives of management for future operations, are forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management.
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The Company had repurchased 50.1 million shares under the program at a cost of $994.7 million and had 9.9 million shares of Class A Common Stock remaining under its share repurchase authorization as of June 30, 2026. As of June 30, 2026, Magnolia owned 100.0% of the interest in Magnolia LLC. 19 Results of Operations Three and Six Months Ended June 30, 2026 Compared to the Three and Six Months Ended June 30, 2025 Oil, Natural Gas and NGL Sales Revenues The following table provides the components of Magnolia’s revenues for the periods indicated, as well as each period’s respective average prices and production volumes. This table shows production on a boe basis in which natural gas is converted to an equivalent barrel of oil based on a ratio of six Mcf to one barrel.
Cash flow & liquidity
Important factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, Magnolia’s assumptions about: • legislative, regulatory, or policy changes, including those following the change in presidential administrations; • the market prices of oil, natural gas, natural gas liquids (“NGLs”), and other products or services; 17 • the supply and demand for oil, natural gas, NGLs, and other products or services, including impacts of actions taken by OPEC and other state-controlled oil companies; • production and reserve levels; • the timing and extent of the Company’s success in discovering, developing, producing and estimating reserves; • geopolitical and business conditions in key regions of the world; • drilling risks; • economic and competitive conditions; • the availability of capital resources; • capital expenditures and other contractual obligations; • weather conditions; […]
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Overview Magnolia Oil & Gas Corporation (the “Company” or “Magnolia”) is an independent oil and natural gas company engaged in the acquisition, development, exploration, and production of oil, natural gas, and NGL reserves that operates in one reportable segment located in the United States. The Company’s oil and natural gas properties are located primarily in the Karnes and Giddings areas in South Texas, where the Company primarily targets the Eagle Ford Shale and the Austin Chalk formations. Magnolia’s objective is to generate stock market value over the long term through consistent organic production growth, high full cycle operating margins, an efficient capital program with short economic paybacks, significant free cash flow after capital expenditures, and effective reinvestment of free cash flow.
Management commentary
Management’s Discussion and Analysis of Financial Condition and Results of Operations FORWARD-LOOKING STATEMENTS This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding the Company’s future financial position, business strategy, budgets, projected revenues, projected costs, and plans and objectives of management for future operations, are forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management.
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In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “plan,” “believe,” or “continue” or similar terminology. Although Magnolia believes that the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, Magnolia’s assumptions about: • legislative, regulatory, or policy changes, including those following the change in presidential administrations; • the market prices of oil, natural gas, natural gas liquids (“NGLs”), and other products or services; 17 • the supply and demand for oil, natural gas, NGLs, and other products or services, including impacts of actions taken by OPEC and other state-controlled oil companies; • production and reserve levels; • the timing and extent of the Company’s success in discovering, developing, producing and estimating reserves; • geopolitical and business conditions in key regions of the world; • drilling risks; • economic and competitive conditions; • the availability of capital resources; • capital expenditures and other contractual obligations; • weather conditions; • inflation rates; • the availability of goods and services; • cybersecurity threats, including increased use of artificial intelligence technologies; • the occurrence of property acquisitions or divestitures; • the actual consummation of the WildFire Acquisition and the expected timetable for completion thereof, the results, effects and benefits of the WildFire Acquisition, future opportunities for the Company, other plans and expectations with respect to the WildFire Acquisition, and the anticipated impact of the WildFire Acquisition on the Company’s results of operations, financial position, growth opportunities and competitive position; • the integration of acquisitions, including the WildFire Acquisition; and • the securities or capital markets and related risks such as general credit, liquidity, market, and interest-rate risks.
All of Magnolia’s forward-looking information is subject to risks and uncertainties that could cause actual results to differ materially from the results expected. Although it is not possible to identify all factors, these risks and uncertainties include the risk factors and the timing of any of those risk factors identified this Quarterly Report on Form 10-Q and in the reports that the Company has filed and may file with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the period ended December 31, 2025 (the “2025 Form 10-K”). Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s unaudited consolidated financial statements and the related notes thereto.
Overview Magnolia Oil & Gas Corporation (the “Company” or “Magnolia”) is an independent oil and natural gas company engaged in the acquisition, development, exploration, and production of oil, natural gas, and NGL reserves that operates in one reportable segment located in the United States. The Company’s oil and natural gas properties are located primarily in the Karnes and Giddings areas in South Texas, where the Company primarily targets the Eagle Ford Shale and the Austin Chalk formations. Magnolia’s objective is to generate stock market value over the long term through consistent organic production growth, high full cycle operating margins, an efficient capital program with short economic paybacks, significant free cash flow after capital expenditures, and effective reinvestment of free cash flow.
The Company’s allocation of capital prioritizes reinvesting in its business to achieve moderate and predictable annual volume growth balanced with returning capital to its shareholders through dividends and share repurchases. Magnolia’s business model prioritizes prudent and disciplined capital allocation, free cash flow, and financial stability. The Company’s ongoing plan is to spend within cash flow on drilling and completing wells while maintaining low financial leverage. […]
Key risks
Annual risk disclosures
Risk Factors, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Item 7A—Quantitative and Qualitative Disclosures About Market Risk. All subsequent written and oral forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements above. Except as required by law, Magnolia assumes no duty to update or revise its forward-looking statements based on changes in internal estimates or expectations or otherwise. 4 PART I Items 1 and 2. Business and Properties Overview Magnolia Oil & Gas Corporation (either individually or together with its consolidated subsidiaries, as the context requires, “the Company” or “Magnolia”) is an independent oil and natural gas company engaged in the acquisition, development, exploration, and production of oil, natural gas, and natural gas liquid (“NGL”) reserves.
The Company’s oil and natural gas properties are located primarily in the Karnes and Giddings areas in South Texas, where the Company targets the Eagle Ford Shale and Austin Chalk formations. Magnolia focuses on generating value for shareholders through steady, moderate annual production growth resulting from its disciplined and efficient philosophy toward capital spending. The Company strives to generate high pre‐tax margins and consistent free cash flow allowing for strong returns of capital to its shareholders through dividends and share repurchases. Magnolia’s principal asset is a controlling equity interest in Magnolia LLC. As the managing member of Magnolia LLC, the Company operates and controls all of the business and affairs of Magnolia LLC and, through Magnolia LLC and its subsidiaries, conducts business.
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Magnolia consolidates the financial results of Magnolia LLC and its subsidiaries and records non-controlling interests for the economic interest in Magnolia LLC held by the Magnolia LLC Unit Holders. As of December 31, 2025, Magnolia owned a 97.0% interest in Magnolia LLC and the noncontrolling interest was 3.0%. Available Information Magnolia, which is incorporated in Delaware, has its principal executive offices located at Nine Greenway Plaza, Suite 1300, Houston, Texas 77046. Magnolia’s website is located at www.magnoliaoilgas.com. Magnolia furnishes or files with the Securities and Exchange Commission (the “SEC”) its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K. Magnolia makes these documents available free of charge at www.magnoliaoilgas.com under the “Investors” tab as soon as reasonably practicable after they are filed or furnished with the SEC.
Information on Magnolia’s website is not incorporated by reference into this Annual Report on Form 10-K or any of the Company’s other filings with the SEC. Magnolia’s Class A Common Stock, par value $0.0001 per share, is listed and traded on the New York Stock Exchange (“NYSE”) under the symbol “MGY.” Strategy Magnolia’s business model prioritizes prudent and disciplined capital allocation, free cash flow, and financial stability. The Company’s ongoing plan is to spend well within cash flow on drilling and completing wells while maintaining low financial leverage. The Company is well positioned to reduce or increase operations given the significant flexibility within its capital program as the Company has no long-term service obligations.
The Company’s long-term strategy is centered around the following value creation principles: • generate moderate annual organic production growth, • maintain an efficient capital program with short economic paybacks, • maintain a conservative financial leverage profile, • generate high full-cycle operating margins, • generate significant free cash flow after capital expenditures, and • effectively reinvest free cash flow to maximize shareholder returns. For additional detail regarding the Company’s 2025 results, strategy, and its capital resources and liquidity, please see Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operation s of this Annual Report on Form 10-K. Segment Information and Geographic Area The Company operates in one reportable segment engaged in the acquisition, development, exploration, and production of oil and natural gas properties located in the United States.
Magnolia’s operations are conducted predominantly in one geographic area of the United States. Magnolia’s oil and natural gas properties are located primarily in the Karnes and Giddings areas in South Texas where the Company targets the Eagle Ford Shale and the Austin Chalk formations. For additional segment information please see Part 5 II, Item 8, Note 1 —Organization and Basis of Presentation in the notes to the consolidated financial statements included in this Annual Report on Form 10-K. […]
Quarterly risk disclosures
The quarterly report's own risk disclosure is shown below. No changes have been inferred by comparing reports.
Risk Factors In addition to the below, please refer to Part I, Item 1A—Risk Factors of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“2025 Form 10-K”), and Part I, Item 3—Quantitative and Qualitative Disclosures About Market Risk of this Quarterly Report on Form 10-Q. Any of these factors could result in a significant or material adverse effect on Magnolia’s business, results of operations, or financial condition. Except as provided below, there have been no material changes to the Company’s risk factors since its 2025 Form 10-K. Additional risk factors not presently known to the Company or that the Company currently deems immaterial may also impair its business, results of operations, or financial condition.
Risks Related to the WildFire Acquisition The WildFire Acquisition is subject to a number of conditions to the obligations of Magnolia and WildFire Energy I LLC (the “WildFire Seller”) to complete such acquisition, which, if not fulfilled, or not fulfilled in a timely manner, may result in termination of the WildFire Purchase Agreement.
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25 The WildFire Purchase Agreement contains a number of conditions to the consummation of the WildFire Acquisition, including, among others: • the expiration or termination of the applicable waiting period under the HSR Act (“HSR Approval”); • the absence of orders or injunctions that prohibit the consummation of the applicable acquisition; • subject to certain exceptions, the accuracy of representations and warranties with respect to Magnolia’s businesses and the WildFire Seller’s business, including, with respect to the WildFire Seller, representations and warranties regarding ownership and operation of the Seller, which generally must be true and correct as of the closing of the WildFire Purchase Agreement except for inaccuracies that would not, in the aggregate, have a material adverse effect; and • subject to specified materiality thresholds in the WildFire Purchase Agreement, the aggregate values of title defects (less any offsetting title benefits), environmental defects, casualty losses, and exclusions related to the exercise of third-party consents or preferential purchase rights applicable to the WildFire Seller shall not exceed 15% of the unadjusted aggregate purchase price.
If any of these conditions are not satisfied or waived prior to October 13, 2026 (or if all such conditions other than the HSR Approval are satisfied or waived by October 13, 2026, prior to March 12, 2027), it is possible that the WildFire Purchase Agreement may be terminated. The WildFire Purchase Agreement may also be subject to termination if at any time a final, non-appealable order or injunction prohibits the consummation of the WildFire Acquisition. In addition, satisfying the conditions to and the consummation of the WildFire Acquisition may take longer and could cost more than Magnolia or the WildFire Seller expects. Many of the conditions to the consummation of the WildFire Acquisition are not within Magnolia’s control or the WildFire Seller’s control, and the parties cannot predict when or if these conditions will be satisfied.
Any delay in completing the WildFire Acquisition may adversely affect the cost savings and other benefits that Magnolia expects to achieve if the WildFire Acquisition and the integration of the parties’ respective businesses are completed within the expected timeframe. If the WildFire Acquisition is consummated, Magnolia may be unable to successfully integrate WildFire into the business or achieve the anticipated benefits of the WildFire Acquisition. Magnolia’s ability to achieve the anticipated benefits of the WildFire Acquisition will depend in part upon whether the Company can integrate WildFire into the existing business in an efficient and effective manner. Magnolia may not be able to accomplish this integration process successfully.
The successful acquisition of producing properties, including WildFire, requires an assessment of several factors, including: • recoverable reserves; • future natural gas and oil prices and their appropriate differentials; • availability and cost of transportation of production to markets; • availability and cost of drilling equipment and of skilled personnel; • development and operating costs including access to water and potential environmental and other liabilities; and • regulatory, permitting and similar matters. The accuracy of these assessments is inherently uncertain. In connection with these assessments, Magnolia has performed a review of the subject properties that the Company believes to be generally consistent with industry practices. The review was based on the Company’s analysis of historical production data, assumptions regarding capital expenditures and anticipated production declines.
Data used in such review was furnished by the WildFire Seller or obtained from publicly available sources. […]
Annual report details
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Only the extracted annual management discussion is evaluated using dictionary version 1.1. Score = (positive − negative) ÷ matched terms × 100. Quarterly reports and current filings are excluded. This lexical measure does not assess financial health and may not fully capture context or negation.
Management’s Discussion and Analysis of Financial Condition and Results of Operation s of this Annual Report on Form 10-K. Segment Information and Geographic Area The Company operates in one reportable segment engaged in the acquisition, development, exploration, and production of oil and natural gas properties located in the United States. Magnolia’s operations are conducted predominantly in one geographic area of the United States. Magnolia’s oil and natural gas properties are located primarily in the Karnes and Giddings areas in South Texas where the Company targets the Eagle Ford Shale and the Austin Chalk formations. For additional segment information please see Part 5 II, Item 8, Note 1 —Organization and Basis of Presentation in the notes to the consolidated financial statements included in this Annual Report on Form 10-K.
Properties As of December 31, 2025, Magnolia’s assets consisted of a total leasehold position of 818,230 gross (613,360 net) acres, including 79,350 gross (55,370 net) acres in the Karnes area and 738,880 gross (557,990 net) acres in the Giddings area. As of December 31, 2025, Magnolia had 2,867 gross (1,948 net) wells with total production of 99.8 Mboe/d for the year ended December 31, 2025. During 2025, Magnolia operated two rigs. Approximately 40%, 32%, and 28% of production from Magnolia’s assets was attributable to oil, natural gas, and NGLs, respectively, for the year ended December 31, 2025. The Giddings area is comprised of oil and natural gas assets primarily located in Brazos, Burleson, Fayette, Grimes, Lee, Milam, Robertson, and Washington Counties, Texas.
The Austin Chalk formation produces along a northeast-to-southwest trend that is approximately parallel to the Texas Gulf Coast. There are several notable producing areas along the Austin Chalk trend, the largest of which is the Giddings area. The Giddings area has seen two major drilling cycles. The first cycle began in the late 1970s and into the early 1980s and consisted primarily of vertical well drilling. The second cycle ran through much of the 1990s and involved primarily horizontal well drilling. Recent improvements in drilling and completion technologies have unlocked new development opportunities in the Giddings area.
Wells drilled across the Giddings area have demonstrated strong economic viability. Future development results may allow for further expansion of existing location inventory throughout the leasehold. The Karnes area is comprised of oil and natural gas assets primarily located in Dewitt, Dimmit, Gonzales, Karnes, and Zavala Counties, Texas, in the core of the Eagle Ford Shale. The acreage comprising the Karnes area also includes the Austin Chalk formation overlying the Eagle Ford Shale. The Austin Chalk formation has shown itself to be an independent reservoir from the Eagle Ford Shale and represents a very attractive development target. The Karnes area includes a well-known, low-risk acreage position that has been developed with a focus on maximizing returns and improving operational efficiencies.
Reserve Data Estimated Proved Reserves The estimates of Magnolia’s proved oil and natural gas reserves included in this Annual Report on Form 10-K are as of December 31, 2025. The Company’s proved reserves volumes are based on evaluations prepared by the independent petroleum engineering firm of Miller and Lents, in accordance with Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers and definitions and guidelines established by the SEC. Miller and Lents was selected for its historical experience and expertise in evaluating hydrocarbon resources.
Proved oil and natural gas reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. Oil and natural gas prices applied in estimating proved reserves are determined using an unweighted arithmetic average of the first-day-of-the-month price for each of the 12 months within the reporting period.
Proved reserves are sub-divided into two categories, proved developed and proved undeveloped. […]