Item 5. Other Information
Item 5. Other Information
Trading Arrangements
During the three months ended September 30, 2024, no director or officer of Magnolia adopted , modified, 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) and (c) of Regulation S-K.
Officer Departure
Effective October 28, 2024, the employment of Mr. Steve F. Millican, the Company’s Senior Vice President, Operations, ended.
Director Resignation
On October 28, 2024, John B. Walker, a non-employee member of the Company’s board of directors, notified the Company of his intent to resign from the Board, effective October 31, 2024. Mr. John B. Walker’s decision was not the result of any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
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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)).
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.
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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: October 31, 2024 By: /s/ Christopher Stavros
Christopher Stavros
Chief Executive Officer (Principal Executive Officer)
Date: October 31, 2024 By: /s/ Brian Corales
Brian Corales
Chief Financial Officer (Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.