Magnolia Oil & Gas Corp 10-Q

Item 5. Other Information Trading Arrangements During the three and six months ended June 30, 2023 no director or officer of Magnolia adopted or terminated any Rule 10b5–1 trading arrangement or any non-Rule 10b5–1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K. Adoption of Executive Severance Plan On July 31, 2023, the Company’s board of directors adopted the Magnolia Oil & Gas Corporation Executive Severance and Change in Control Plan (the “Executive Severance Plan”), effective as of August 1, 2023, covering eligible executives, including the Company’s named executive officers (the “NEOs”), Christopher G. Stavros, President and Chief Executive Officer, Brian M. Corales, Senior Vice President and Chief Financial Officer, Timothy D. Yang, Executive Vice President, General Counsel, Corporate Secretary and Land, and Steve F. Millican, Senior Vice President, Operations. The Executive Severance Plan will be administered by the Compensation Committee of the board of directors. Upon a termination of a participant’s employment by the Company without Cause or due to the participant’s resignation for Good Reason (each as defined in the Executive Severance Plan) (each, a “Qualifying Termination”), the participant will be eligible to receive, subject to the execution and non-revocation of a release of claims and continued compliance with restrictive covenants, the following: (a) a cash payment equal to the product of (i) 2.0 for Mr. Stavros, or 1.5 for the other NEOs (the “Applicable Severance Multiple”), multiplied by (ii) the sum of the participant’s base salary and total bonus opportunity, payable in a lump sum; (b) a prorated portion of the participant’s total bonus opportunity, payable in a lump sum; (c) payment of any unpaid annual bonus in respect of any completed prior calendar year, payable in a lump sum; (d) during the 24-month period for Mr. Stavros, or the 18-month period for the other NEOs, following termination of employment (the “Applicable Benefit Period”), payment or reimbursement of the participant’s COBRA premiums; and (e) outplacement benefits for up to 18 months. In the event of a Qualifying Termination during the 24-month period following a Change in Control (as defined in the Executive Severance Plan), (a) the Applicable Severance Multiple and the Applicable Benefit Period will increase accordingly (to 3.0 and 36 months, respectively, for Mr. Stavros, and to 2.5 and 30 months, respectively, for the other NEOs), and (b) any unvested equity awards (i) that are subject to time-based vesting will accelerate and fully vest as of the date of termination, or (ii) that are subject to performance-based vesting will accelerate and vest as of the date of termination based on the greater of target and actual performance measured as of the date of the Change in Control. The Executive Severance Plan provides for a 12-month post-employment non-compete and non-solicit, as well as other customary restrictive covenants. The foregoing description of the Executive Severance Plan does not purport to be complete and is qualified in its entirety by reference to the Executive Severance Plan, which is attached to this Quarterly Report on Form 10-Q as Exhibit 10.2 and incorporated herein by reference. 26 Item 6. Exhibits The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q: Exhibit Number Description 3.1* Second Amended and Restated Certificate of Incorporation of the Company, dated as of July 31, 2018 (incorporated herein by reference to Exhibit 3.1 filed with the Current Report on Form 8-K filed on August 6, 2018 (File No. 001-38083)). 3.2* Bylaws of the Company (incorporated herein by reference to Exhibit 3.3 filed with the Registration Statement on Form S-1 filed on April 17, 2017 (File No. 333-217338)). 10.1** Form of 2023 Non-Employee Director Restricted Stock Unit Grant Notice and attached Form of Restricted Stock Unit Agreement under the Magnolia Oil & Gas Corporation Long Term Incentive Plan, as amended. 10.2** Magnolia Oil & Gas Co rporation E xecutive Severance and Change in Control Plan. 31.1** Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2** Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1*** Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS** XBRL Instance Document. 101.SCH** XBRL Taxonomy Extension Schema Document. 101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF** XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB** XBRL Taxonomy Extension Label Linkbase Document. 101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document. 104** Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101). * Incorporated herein by reference as indicated. ** Filed herewith. *** Furnished herewith. 27 SIGNATURES Pursuant to the requirements 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. MAGNOLIA OIL & GAS CORPORATION Date: August 2, 2023 By: /s/ Christopher Stavros Christopher Stavros Chief Executive Officer (Principal Executive Officer) Date: August 2, 2023 By: /s/ Brian Corales Brian Corales Chief Financial Officer (Principal Financial Officer) 28