What changed in this filing

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Item 1. Financial Statements

2025-07-31 compared with 2025-05-01 · 125 added, 79 removed, 425 unchanged (32% of the section changed)

3 unchanged sentences

(In thousands)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

ASSETS (Unaudited) (Audited)

42 unchanged sentences

(In thousands, except per share data)

Three Months Ended

March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Oil revenues $ 226,345 $ 275,331 $ 471,879 $ 534,514

30 unchanged sentences

Consolidated Statements of Changes in Equity (Unaudited)

(In thousands)

(In thousands) Class A

Common Stock Class B

Common Stock Additional Paid In Capital Treasury Stock Retained Earnings Total Stockholders’ Equity Noncontrolling Interest Total

For the Three Months Ended March 31, 2024

For the Three Months Ended June 30, 2024

Shares Value Shares Value Shares Value

Balance, December 31, 2023 214,497 $ 21 21,827 $ 2 $ 1,743,930 31,333 $ ( 538,445 ) $ 486,162 $ 1,691,670 $ 190,998 $ 1,882,668

Balance, March 31, 2024 215,177 $ 22 21,827 $ 2 $ 1,745,157 33,683 $ ( 591,175 ) $ 547,261 $ 1,701,267 $ 196,517 $ 1,897,784

Stock based compensation expense, net of forfeitures — — — — 4,449 — — — 4,449 347 4,796

2 unchanged sentences

Class A Common Stock repurchases — — — — — 1,000 ( 25,939 ) — ( 25,939 ) — ( 25,939 )

Class B Common Stock purchases and cancellations — — ( 3,000 ) — — — — — — ( 76,740 ) ( 76,740 )

Conversion of Class B Common Stock to Class A Common Stock 7,869 1 ( 7,869 ) ( 1 ) — — — — — — —

Dividends declared ($ 0.13 per share)

4 unchanged sentences

Net income — — — — — — — 95,559 95,559 9,554 105,113

Balance, June 30, 2024

223,167 $ 23 10,958 $ 1 $ 1,815,798 34,683 $ ( 616,747 ) $ 619,000 $ 1,818,075 $ 100,281 $ 1,918,356

For the Three Months Ended June 30, 2025

Balance, March 31, 2025 228,627 $ 23 5,523 $ 1 $ 1,878,837 40,958 $ ( 773,673 ) $ 828,607 $ 1,933,795 $ 55,529 $ 1,989,324

Stock based compensation expense, net of forfeitures — — — — 6,586 — — — 6,586 195 6,781

Common stock issued related to stock based compensation and other, net 46 — — — ( 95 ) — — — ( 95 ) ( 3 ) ( 98 )

Changes in ownership interest adjustment — — — — 785 — — — 785 ( 785 ) —

Class A Common Stock repurchases — — — — — 2,210 ( 48,683 ) — ( 48,683 ) — ( 48,683 )

Dividends declared ($ 0.15 per share)

— — — — — — — ( 28,350 ) ( 28,350 ) — ( 28,350 )

For the Three Months Ended March 31, 2025

Distributions to noncontrolling interest owners — — — — — — — — — ( 1,014 ) ( 1,014 )

Adjustment to deferred taxes — — — — ( 165 ) — — — ( 165 ) — ( 165 )

Tax impact of equity transactions — — — — — — ( 477 ) — ( 477 ) — ( 477 )

Net income — — — — — — — 78,117 78,117 2,911 81,028

Balance, June 30, 2025

228,673 $ 23 5,523 $ 1 $ 1,885,948 43,168 $ ( 822,833 ) $ 878,374 $ 1,941,513 $ 56,833 $ 1,998,346

The accompanying notes are an integral part of these consolidated financial statements.

Magnolia Oil & Gas Corporation

Consolidated Statements of Changes in Equity (Unaudited)

(In thousands) Class A

Common Stock Class B

Common Stock Additional Paid In Capital Treasury Stock Retained Earnings Total Stockholders’ Equity Noncontrolling Interest Total

For the Six Months Ended June 30, 2024

Shares Value Shares Value Shares Value

Balance, December 31, 2023 214,497 $ 21 21,827 $ 2 $ 1,743,930 31,333 $ ( 538,445 ) $ 486,162 $ 1,691,670 $ 190,998 $ 1,882,668

1 unchanged sentence

Common stock issued related to stock based compensation and other, net 801 1 — — ( 6,721 ) — — — ( 6,720 ) ( 807 ) ( 7,527 )

Changes in ownership interest adjustment — — — — 29,434 — — — 29,434 ( 29,434 ) —

Class A Common Stock repurchases — — — — — 3,350 ( 78,302 ) — ( 78,302 ) — ( 78,302 )

Class B Common Stock purchases and cancellations — — ( 3,000 ) — — — — — — ( 76,740 ) ( 76,740 )

Conversion of Class B Common Stock to Class A Common Stock 7,869 1 ( 7,869 ) ( 1 ) — — — — — — —

Dividends declared ($ 0.26 per share)

— — — — — — — ( 47,807 ) ( 47,807 ) — ( 47,807 )

Distributions to noncontrolling interest owners — — — — — — — — — ( 6,648 ) ( 6,648 )

Adjustment to deferred taxes — — — — ( 2,915 ) — — — ( 2,915 ) — ( 2,915 )

Tax impact of equity transactions — — — — 43,463 — — — 43,463 — 43,463

Net income — — — — — — — 180,645 180,645 22,065 202,710

Balance, June 30, 2024

223,167 $ 23 10,958 $ 1 $ 1,815,798 34,683 $ ( 616,747 ) $ 619,000 $ 1,818,075 $ 100,281 $ 1,918,356

For the Six Months Ended June 30, 2025

Balance, December 31, 2024 228,164 $ 23 5,523 $ 1 $ 1,880,243 38,808 $ ( 721,279 ) $ 754,591 $ 1,913,579 $ 53,747 $ 1,967,326

Stock based compensation expense, net of forfeitures — — — — 11,514 — — — 11,514 340 11,854

Common stock issued related to stock based compensation and other, net 509 — — — ( 4,810 ) — — — ( 4,810 ) ( 142 ) ( 4,952 )

Modification and cash-settlement of stock based compensation — — — — ( 3,157 ) — — — ( 3,157 ) — ( 3,157 )

7 unchanged sentences

Net income — — — — — — — 181,044 181,044 6,632 187,676

Balance, March 31, 2025

Balance, June 30, 2025

228,673 $ 23 5,523 $ 1 $ 1,885,948 43,168 $ ( 822,833 ) $ 878,374 $ 1,941,513 $ 56,833 $ 1,998,346

3 unchanged sentences

( In thousands)

Three Months Ended

March 31, 2025 March 31, 2024

Six Months Ended

June 30, 2025 June 30, 2024

CASH FLOWS FROM OPERATING ACTIVITIES

18 unchanged sentences

Acquisitions ( 39,653 ) ( 150,172 )

Deposits for acquisitions of oil and natural gas properties — ( 13,150 )

Additions to oil and natural gas properties ( 231,455 ) ( 247,063 )

4 unchanged sentences

Class A Common Stock repurchases ( 100,932 ) ( 80,018 )

Class B Common Stock purchases and cancellations — ( 76,740 )

Dividends paid ( 57,261 ) ( 47,830 )

33 unchanged sentences

Summary of Significant Accounting Policies

As of March 31, 2025, the Company’s significant accounting policies are consistent with those discussed in Note 2—Summary of Significant Accounting Policies of its consolidated financial statements contained in the Company’s 2024 Form 10-K, with the exception of the Company’s policies on stock based compensation, which are updated below.

As of June 30, 2025, the Company’s significant accounting policies are consistent with those discussed in Note 2—Summary of Significant Accounting Policies of its consolidated financial statements contained in the Company’s 2024 Form 10-K, with the exception of the Company’s policies on stock based compensation, which are updated below.

Stock Based Compensation

22 unchanged sentences

The Company’s receivables consist mainly of trade receivables from commodity sales and joint interest billings due from owners on properties the Company operates.

Receivables from contracts with customers totaled $ 127.3 million as of March 31, 2025 and $ 123.8 million as of December 31, 2024.

Receivables from contracts with customers totaled $ 123.4 million as of June 30, 2025 and $ 123.8 million as of December 31, 2024.

For further detail regarding the Company’s revenue recognition policies, please refer to Note 2—Summary of Significant Accounting Policies of the consolidated financial statements contained in the Company’s 2024 Form 10-K.

2025 Acquisitions

During the three months ended March 31, 2025, the Company completed various bolt-on property acquisitions of certain oil and natural gas assets totaling $ 24.1 million.

During the six months ended June 30, 2025, the Company completed various bolt-on property acquisitions of certain oil and natural gas assets totaling $ 39.7 million.

2024 Acquisitions

In April 2024, the Company completed the acquisition of certain oil and natural gas producing properties, including leasehold and mineral interests, in the Giddings area for $ 120.4 million.

During the three months ended March 31, 2024, the Company paid a $ 12.5 million deposit related to this acquisition.

The remaining consideration was funded at closing with cash on hand.

Additionally, during the three months ended March 31, 2024, the Company completed various bolt-on property acquisitions of certain oil and natural gas assets totaling $ 13.4 million.

The Company accounted for the aforementioned acquisitions as asset acquisitions.

Additionally, during the six months ended June 30, 2024, the Company completed various bolt-on property acquisitions of certain oil and natural gas assets totaling $ 29.8 million.

The Company accounted for the 2025 and 2024 acquisitions as asset acquisitions.

Fair Value Measurements

10 unchanged sentences

Recurring Fair Value Measurements

Fair value at March 31, 2025

Fair value at June 30, 2025

(In thousands) Level 1 Level 2 Level 3 Total

2 unchanged sentences

Contingent consideration (see Note 8 )

— 3,159 — 3,159

Liability-classified stock based compensation (see Note 11 )

8 unchanged sentences

Long-Term Debt

The fair value of the 2032 Senior Notes at March 31, 2025 and December 31, 2024 is based on unadjusted quoted prices in an active market.

The carrying value of the 2032 Senior Notes, net of unamortized deferred financing costs, was $ 392.7 million and $ 392.5 million as of March 31, 2025 and December 31, 2024, and is included in “Long-term debt, net” on the Company’s consolidated balance sheets.

The fair value of the 2032 Senior Notes at June 30, 2025 and December 31, 2024 is based on unadjusted quoted prices in an active market.

The carrying value of the 2032 Senior Notes, net of unamortized deferred financing costs, was $ 392.9 million and $ 392.5 million as of June 30, 2025 and December 31, 2024, respectively, and is included in “Long-term debt, net” on the Company’s consolidated balance sheets.

Contingent Consideration

8 unchanged sentences

For further detail, see Note 11—Stock Based Compensation in the notes to the consolidated financial statements.

There were no other material nonrecurring fair value measurements as of March 31, 2025 or December 31, 2024.

There were no other material nonrecurring fair value measurements as of June 30, 2025 or December 31, 2024.

Other Current Liabilities

The following table provides detail of the Company’s other current liabilities for the periods presented:

(In thousands) March 31, 2025 December 31, 2024

(In thousands) June 30, 2025 December 31, 2024

Accrued capital expenditures $ 34,515 $ 31,745

4 unchanged sentences

The Company’s long-term debt is comprised of the following:

(In thousands) March 31, 2025 December 31, 2024

(In thousands) June 30, 2025 December 31, 2024

Revolving credit facility $ — $ —

14 unchanged sentences

The RBL Facility contains certain affirmative and negative covenants customary for financings of this type, including compliance with a leverage ratio of less than 3.50 to 1.00 and a current ratio of greater than 1.00 to 1.00.

As of March 31, 2025, the Company was in compliance with all covenants under the RBL Facility.

As of June 30, 2025, the Company was in compliance with all covenants under the RBL Facility.

During the year ended December 31, 2024, the Company incurred approximately $ 5.2 million of lender and transaction fees related to the modification, which were recorded as deferred financing costs and will be amortized prospectively over the remaining term of the RBL Facility.

Deferred financing costs in connection with the RBL Facility are amortized on a straight-line basis over a period of five years from November 2024 to November 2029 and included in “Interest expense, net” in the Company’s consolidated statements of operations.

The Company recognized interest expense related to the RBL Facility, including its previous amendments of $ 0.8 million and $ 1.0 million for the three months ended March 31, 2025 and 2024, respectively.

The unamortized portion of the deferred financing costs is included in “Deferred financing costs, net” on the Company’s consolidated balance sheets as of March 31, 2025 and December 31, 2024.

The Company did no t have any outstanding borrowings under the RBL Facility as of March 31, 2025.

The Company recognized interest expense related to the RBL Facility, including its previous amendments, of $ 0.8 million and $ 1.0 million for the three months ended June 30, 2025 and 2024, respectively, and $ 1.6 million and $ 2.1 million for the six months ended June 30, 2025 and 2024, respectively.

The unamortized portion of the deferred financing costs is included in “Deferred financing costs, net” on the Company’s consolidated balance sheets as of June 30, 2025 and December 31, 2024.

The Company did no t have any outstanding borrowings under the RBL Facility as of June 30, 2025.

On November 26, 2024, the Issuers issued and sold $ 400.0 million aggregate principal amount of 2032 Senior Notes in a private placement under Rule 144A and Regulation S under the Securities Act of 1933, as amended.

2 unchanged sentences

The 2032 Senior Notes will mature on December 1, 2032 and bear interest at the rate of 6.875 % per annum.

The Company paid $ 7.6 million in fees to third parties which were recorded as deferred financing costs.

During the year ended December 31, 2024, the Company paid $ 7.6 million in fees to third parties which were recorded as deferred financing costs.

Deferred financing costs are amortized using the effective interest method over the term of the 2032 Senior Notes and are included in “Interest expense, net” in the Company’s consolidated statements of operations.

The unamortized portion of the deferred financing costs is included as a reduction to the carrying value of the 2032 Senior Notes, which has been recorded as “Long-term debt, net” on the Company’s consolidated balance sheets as of March 31, 2025 and December 31, 2024.

The Company recognized interest expense related to the 2032 Senior Notes and 2026 Senior Notes, collectively, of $ 7.1 million and $ 6.6 million for the three months ended March 31, 2025 and 2024, respectively.

The Company recognized interest expense related to the 2032 Senior Notes and 2026 Senior Notes, collectively, of $ 7.1 million and $ 6.7 million for the three months ended June 30, 2025 and 2024, respectively, and $ 14.1 million and $ 13.3 million for the six months ended June 30, 2025 and 2024, respectively.

At any time prior to December 1, 2027, the Issuers may, on any one or more occasions, redeem all or a part of the 2032 Senior Notes at a redemption price equal to 100 % of the principal amount of the 2032 Senior Notes redeemed, plus a “make whole” premium on accrued and unpaid interest, if any, to, but excluding, the date of redemption.

8 unchanged sentences

The Co-Defendants retain all such liability.

A mineral owner in a Magnolia operated well in Karnes County, Texas filed a complaint with the Texas Railroad Commission (the “Commission”) challenging the validity of the permit to drill such well by questioning the long-standing process by which the Commission granted the permit.

After the Commission affirmed the granting of the permit, and after judicial review of the Commission’s order by the 53rd Judicial District Court Travis County, Texas (the “District Court”), the District Court reversed and remanded the Commission’s order.

Upon appeal to the Third Court of Appeals in Austin, Texas (the “Court of Appeals”), the Court of Appeals reversed in part and affirmed in part the District Court’s ruling and remanded the matter to the Commission.

The plaintiffs filed a petition for review with the Supreme Court of Texas in late 2023.

On January 24, 2025, Magnolia and the mineral owner settled this litigation, pursuant to which the actions pending before all courts were dismissed.

Matters that are probable of unfavorable outcome to Magnolia and which can be reasonably estimated are accrued.

12 unchanged sentences

The first tranche was settled for $ 2.7 million in January 2024 and the second tranche was settled for $ 2.8 million in January 2025.

The remaining maximum contingent cash consideration as of March 31, 2025 is $ 34.5 million.

The Company recognized a gain of $ 1.4 million and a loss of $ 4.2 million on the revaluation of the remaining tranches for the three months ended March 31, 2025 and 2024, respectively.

The third remaining tranche is valued at $ 0.5 million and the remaining maximum contingent cash consideration is $ 34.5 million as of June 30, 2025.

The Company recognized a gain of $ 2.7 million and $ 1.0 million on the revaluation of the remaining tranches for the three months ended June 30, 2025 and 2024, respectively.

The Company recognized a gain of $ 4.0 million and a loss of $ 3.2 million on the revaluation of the remaining tranches for the six months ended June 30, 2025 and 2024, respectively.

Gains and losses on revaluation are included in “Other income (expense), net” on the Company’s consolidated statements of operations.

Refer to Note 5—Fair Value Measurements for additional information.

The Company’s income tax provision consists of the following components:

Three Months Ended

(In thousands) March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

(In thousands) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Federal $ 3,854 $ 9,878 $ 16,000 $ 20,858

8 unchanged sentences

The Company estimates its annual effective tax rate in recording its quarterly provision for income taxes in the various jurisdictions in which it operates.

The Company’s effective tax rates for the three months ended March 31, 2025 and 2024 were 19.1 % and 17.2 %, respectively.

The Company’s effective tax rates for the three months ended June 30, 2025 and 2024 were 20.5 % and 20.3 %, respectively and 19.7 % and 18.9 % for the six months ended June 30, 2025 and 2024, respectively.

The primary differences between the annual effective tax rate and the statutory rate of 21.0% are income attributable to noncontrolling interest, state taxes, and tax credits.

As of March 31, 2025, the Company’s total gross deferred tax assets were $ 73.6 million.

As of June 30, 2025, the Company’s total gross deferred tax assets were $ 57.1 million.

Management assessed whether it is more-likely-than-not that the Company will generate sufficient taxable income to realize its deferred income tax assets, including the investment in partnership and net operating loss carryforwards.

1 unchanged sentence

The Company considered, among other things, the overall business environment, its historical earnings and losses, current industry trends, and its outlook for future years.

As of March 31, 2025, the Company maintains a valuation allowance of $ 7.8 million, the majority of which offsets a deferred tax asset associated with a tax capital loss that will expire in 2028, unless offset by future capital gains.

As of June 30, 2025, the Company maintains a valuation allowance of $ 7.8 million, the majority of which offsets a deferred tax asset associated with a tax capital loss that will expire in 2028, unless offset by future capital gains.

On July 4, 2025, the U.S.

enacted legislation referred to as the One Big Beautiful Bill Act (“OBBB”), which contains certain significant changes to U.S.

corporate income tax laws and is generally effective for tax years beginning after December 31, 2024.

These changes include, among others, the immediate deduction of domestic research and development (“R&D”) expenses, the option to retroactively deduct previously capitalized R&D expenses, and 100% bonus depreciation for property acquired after January 19, 2025.

The Company is currently evaluating the full effects of the legislation on its annual effective tax rate and cash tax position, but it expects the OBBB to reduce the Company’s current federal tax expense with a corresponding increase in deferred tax expense.

As the OBBB was signed into law after the close of the Company’s second quarter, the impacts are not included in the Company’s operating results for the quarter ended June 30, 2025.

Stockholders’ Equity

Class A Common Stock

At March 31, 2025, there were 228.6 million shares of Class A Common Stock issued and 187.7 million shares of Class A Common Stock outstanding.

At June 30, 2025, there were 228.7 million shares of Class A Common Stock issued and 185.5 million shares of Class A Common Stock outstanding.

The holders of Class A Common Stock and Class B Common Stock vote together as a single class on all matters and are entitled one vote for each share held.

3 unchanged sentences

Class B Common Stock

At March 31, 2025, there were 5.5 million shares of Class B Common Stock issued and outstanding.

At June 30, 2025, there were 5.5 million shares of Class B Common Stock issued and outstanding.

Holders of Class B Common Stock vote together as a single class with holders of Class A Common Stock on all matters properly submitted to a vote of the stockholders.

4 unchanged sentences

Share Repurchases

As of March 31, 2025, the Company’s board of directors had authorized a share repurchase program of up to 50.0 million shares of Class A Common Stock.

As of June 30, 2025, the Company’s board of directors had authorized a share repurchase program of up to 50.0 million shares of Class A Common Stock.

In addition, the Company may repurchase shares pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit the Company to repurchase shares at times that may otherwise be prohibited under the Company’s insider trading policy.

The share repurchase program does not require purchases to be made within a particular time frame.

The Company had repurchased 40.4 million shares under the program at a cost of $ 759.8 million and had 9.6 million shares of Class A Common Stock remaining under its share repurchase authorization as of March 31, 2025.

The Company had repurchased 42.6 million shares under the program at a cost of $ 808.5 million and had 7.4 million shares of Class A Common Stock remaining under its share repurchase authorization as of June 30, 2025.

During the six months ended June 30, 2024, Magnolia LLC repurchased and subsequently canceled 3.0 million Magnolia LLC Units with an equal number of shares of corresponding Class B Common Stock for $ 76.7 million of cash consideration (the “Class B Common Stock Repurchase”).

Magnolia funded the Class B Common Stock Repurchase with cash on hand.

During the same period, the Magnolia LLC Unit Holders redeemed 7.9 million Magnolia LLC Units (and a corresponding number of shares of Class B Common Stock) for an equivalent number of shares of Class A Common Stock and subsequently sold these shares to the public.

Magnolia did not receive any proceeds from the sale of shares of Class A Common Stock by the Magnolia LLC Unit Holders.

Dividends and Distributions

1 unchanged sentence

Dividends in excess of retained earnings are recorded as a reduction of additional paid-in capital and distributions to the Magnolia LLC Unit Holders are recorded as a reduction of noncontrolling interest.

The following table sets forth information with respect to cash dividends and distributions declared by the Company’s board of directors during the three months ended March 31, 2025 and the year ended December 31, 2024, on its own behalf and in its capacity as the managing member of Magnolia LLC, on issued and outstanding shares of Class A Common Stock and Magnolia LLC Units:

The following table sets forth information with respect to cash dividends and distributions declared by the Company’s board of directors during the six months ended June 30, 2025 and the year ended December 31, 2024, on its own behalf and in its capacity as the managing member of Magnolia LLC, on issued and outstanding shares of Class A Common Stock and Magnolia LLC Units:

Distribution Amount per share (1)

4 unchanged sentences

(In thousands, except per share amounts)

May 12, 2025 June 2, 2025 $ 0.15 $ 29,179 $ 28,350 $ 829

February 14, 2025 March 3, 2025 $ 0.15 $ 29,740 $ 28,911 $ 829

8 unchanged sentences

The noncontrolling interest percentage is affected by various equity transactions such as issuances and repurchases of Class A Common Stock, the exchange of Class B Common Stock (and corresponding Magnolia LLC Units) for Class A Common Stock, or the cancellation of Class B Common Stock (and corresponding Magnolia LLC Units).

As of March 31, 2025, Magnolia owned approximately 97.1 % of the interest in Magnolia LLC and the noncontrolling interest was approximately 2.9 %.

As of June 30, 2025, Magnolia owned approximately 97.1 % of the interest in Magnolia LLC and the noncontrolling interest was approximately 2.9 %.

Stock Based Compensation

The Company’s board of directors adopted the Plan, effective as of July 17, 2018.

A total of 16.8 million shares of Class A Common Stock have been authorized for issuance under the Plan as of March 31, 2025.

A total of 16.8 million shares of Class A Common Stock have been authorized for issuance under the Plan as of June 30, 2025.

The Company grants stock based compensation awards in the form of RSUs, PRSUs, and PSUs to eligible employees and directors to enhance the Company’s ability to attract, retain, and motivate persons who make important contributions to the Company by providing these individuals with equity ownership opportunities.

1 unchanged sentence

The Company’s awards provide for accelerated vesting upon retirement under specific conditions.

Stock based compensation expense is recognized net of forfeitures within “General and administrative expenses” and “Lease operating expenses” on the consolidated statements of operations and was $ 6.5 million and $ 4.7 million for the three months ended March 31, 2025 and 2024, respectively.

Stock based compensation expense is recognized net of forfeitures within “General and administrative expenses” and “Lease operating expenses” on the consolidated statements of operations and was $ 7.3 million and $ 4.8 million for the three months ended June 30, 2025 and 2024, respectively, and $ 13.9 million and $ 9.5 million for the six months ended June 30, 2025 and 2024, respectively.

The Company has elected to account for forfeitures of awards granted under the Plan as they occur in determining compensation expense.

The total income tax benefit recognized for stock that vested during the three months ended March 31, 2025 and 2024 was $ 3.4 million and $ 4.8 million, respectively.

The total income tax benefit recognized for stock that vested during the six months ended June 30, 2025 and 2024 was $ 3.6 million and $ 5.5 million, respectively.

On February 12, 2025, certain PSUs were modified to be 50 % settled in cash.

3 unchanged sentences

Equity-Classified Stock Based Compensation

The following table presents a summary of Magnolia’s equity-classified unvested RSU, PRSU, and PSU activity for the three months ended March 31, 2025.

The following table presents a summary of Magnolia’s equity-classified unvested RSU, PRSU, and PSU activity for the six months ended June 30, 2025.

Stock Units Performance Restricted

7 unchanged sentences

Forfeited ( 37,048 ) 22.56 ( 131 ) 19.16 — —

Unvested at March 31, 2025

Unvested at June 30, 2025

1,620,227 $ 22.01 4,665 $ 22.34 514,212 $ 21.58

(1) 47,628 PRSUs were settled in cash for $ 1.1 million during the three months ended March 31, 2025.

The weighted average grant date fair values of the RSUs and PSUs granted during the three months ended March 31, 2024 were $ 20.36 and $ 21.12 per share, respectively.

(1) 47,628 PRSUs were settled in cash for $ 1.1 million during the six months ended June 30, 2025.

The weighted average grant date fair values of the RSUs and PSUs granted during the six months ended June 30, 2024 were $ 20.70 and $ 21.12 per share, respectively.

Restricted Stock Units

4 unchanged sentences

Compensation expense for the service-based RSU awards is based upon the grant date market value of the award and such costs are recorded on a straight-line basis over the requisite service period for each separately vesting portion of the award, as if the award was, in-substance, multiple awards.

The aggregate fair value of RSUs that vested during the three months ended March 31, 2025 and 2024 were $ 10.9 million and $ 7.9 million, respectively.

Unrecognized compensation expense related to unvested RSUs as of March 31, 2025 was $ 32.5 million, which the Company expects to recognize over a weighted average period of 2.1 years.

The aggregate fair value of RSUs that vested during the six months ended June 30, 2025 and 2024 were $ 11.9 million and $ 11.1 million, respectively.

Unrecognized compensation expense related to unvested RSUs as of June 30, 2025 was $ 27.9 million, which the Company expects to recognize over a weighted average period of 1.9 years.

Performance Restricted Stock Units and Performance Stock Units

5 unchanged sentences

Compensation expense for the PRSU awards is based upon grant date fair market value of the award, calculated using a Monte Carlo simulation, and such costs are recorded on a straight-line basis over the requisite service period for each separately vesting portion of the award, as if the award was, in-substance, multiple awards, as applicable.

The aggregate fair value of PRSUs that vested during the three months ended March 31, 2025 and 2024 were $ 5.4 million and $ 14.9 million, respectively.

Unrecognized compensation expense related to unvested PRSUs as of March 31, 2025 was $ 0.1 million, which the Company expects to recognize over a weighted average period of 1.0 years.

The aggregate fair value of PRSUs that vested during the six months ended June 30, 2025 and 2024 were $ 5.4 million and $ 15.0 million, respectively.

Unrecognized compensation expense related to unvested PRSUs as of June 30, 2025 was $ 0.1 million, which the Company expects to recognize over a weighted average period of 0.8 years.

The Company grants equity-classified PSUs to certain employees.

1 unchanged sentence

In addition to the TSR conditions, vesting of the equity-classified PSUs is subject to the awardee’s continued employment through the date of settlement of the equity-classified PSUs (unless an employee elects to retire under certain qualifying conditions), which will occur within 60 days following the end of the performance period.

The aggregate fair value of equity-classified PSUs that vested during the three months ended March 31, 2024 was $ 0.1 million.

Unrecognized compensation expense related to unvested equity-classified PSUs as of March 31, 2025 was $ 6.8 million, which the Company expects to recognize over a weighted average period of 1.9 years.

The following table summarizes the Monte Carlo simulation assumptions used to calculate the grant date fair value of the equity-classified PSUs in 2025 and 2024.

Three Months Ended

Equity-classified PSU Grant Date Fair Value Assumptions March 31, 2025 March 31, 2024

No equity-classified PSUs vested during the six months ended June 30, 2025.

The aggregate fair value of equity-classified PSUs that vested during the six months ended June 30, 2024 was $ 0.1 million.

Unrecognized compensation expense related to unvested equity-classified PSUs as of June 30, 2025 was $ 5.4 million, which the Company expects to recognize over a weighted average period of 1.7 years.

The following table summarizes the Monte Carlo simulation assumptions used to calculate the grant date fair value of the equity-classified PSUs.

Six Months Ended

Equity-classified PSU Grant Date Fair Value Assumptions June 30, 2025 June 30, 2024

Expected term (in years)

3 unchanged sentences

Liability-Classified Stock Based Compensation

The following table presents a summary of Magnolia’s unvested liability-classified PSU activity for the three months ended March 31, 2025.

The following table presents a summary of Magnolia’s unvested liability-classified PSU activity for the six months ended June 30, 2025.

Unvested at December 31, 2024

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Modified 193,871

Unvested at March 31, 2025

Unvested at June 30, 2025

Performance Stock Units

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In addition to the TSR conditions, vesting of the liability-classified PSUs is subject to the awardee’s continued employment through the date of settlement of the liability-classified PSUs (unless an employee elects to retire under certain qualifying conditions), which will occur within 60 days following the end of the performance period.

No liability-classified PSUs vested during the three months ended March 31, 2025 and 2024.

Unrecognized compensation expense related to unvested liability-classified PSUs as of March 31, 2025 was $ 7.5 million, which the Company expects to recognize over a weighted average period of 1.6 years.

The following table summarizes the Monte Carlo simulation assumptions used to remeasure the fair value of the liability-classified PSUs as of March 31, 2025.

Liability-classified PSU Remeasurement Fair Value Assumptions March 31, 2025

No liability-classified PSUs vested during the six months ended June 30, 2025 and 2024.

Unrecognized compensation expense related to unvested liability-classified PSUs as of June 30, 2025 was $ 5.7 million, which the Company expects to recognize over a weighted average period of 1.4 years.

The following table summarizes the Monte Carlo simulation assumptions used to remeasure the fair value of the liability-classified PSUs as of June 30, 2025.

Liability-classified PSU Remeasurement Fair Value Assumptions June 30, 2025

Expected term (in years)

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The components of basic and diluted net income per share attributable to Class A Common Stock are as follows:

Three Months Ended

(In thousands, except per share data) March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

(In thousands, except per share data) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Net income attributable to Class A Common Stock $ 78,117 $ 95,559 $ 181,044 $ 180,645

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$ 0.41 $ 0.51 $ 0.95 $ 0.97

For the three months ended March 31, 2025 and 2024, the Company excluded 5.5 million and 21.8 million, respectively, of weighted average shares of Class A Common Stock issuable upon the exchange of Class B Common Stock (and corresponding Magnolia LLC Units) as the effect was anti-dilutive.

For the three months ended June 30, 2025 and 2024, the Company excluded 5.5 million and 16.2 million, respectively, of weighted average shares of Class A Common Stock issuable upon the exchange of Class B Common Stock (and corresponding Magnolia LLC Units) as the effect was anti-dilutive.

For the six months ended June 30, 2025 and 2024, the Company excluded 5.5 million and 19.0 million, respectively, of weighted average shares of Class A Common Stock issuable upon the exchange of Class B Common Stock (and corresponding Magnolia LLC Units) as the effect was anti-dilutive.

Related Party Transactions

For the three months ended March 31, 2025 and 2024, there were no material related party transactions with an entity that held more than 10% of the Company’s common stock or qualified as a principal owner of the Company, as defined in ASC 850, “Related Party Disclosures.”

For the six months ended June 30, 2025 and 2024, there were no material related party transactions with an entity that held more than 10% of the Company’s common stock or qualified as a principal owner of the Company, as defined in ASC 850, “Related Party Disclosures.”

Supplemental Cash Flow

Supplemental cash flow disclosures are presented below:

Three Months Ended

(In thousands) March 31, 2025 March 31, 2024

Six Months Ended

(In thousands) June 30, 2025 June 30, 2024

Supplemental cash items:

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Subsequent Events

On April 29, 2025, the Company’s board of directors declared a quarterly cash dividend of $ 0.15 per share of Class A Common Stock, and Magnolia LLC declared a cash distribution of $ 0.15 per Magnolia LLC Unit to each holder of Magnolia LLC Units, each payable on June 2, 2025 to shareholders or members of record, as applicable, as of May 12, 2025.

On July 29, 2025, the Company’s board of directors declared a quarterly cash dividend of $ 0.15 per share of Class A Common Stock, and Magnolia LLC declared a cash distribution of $ 0.15 per Magnolia LLC Unit to each holder of Magnolia LLC Units, each payable on September 2, 2025 to shareholders or members of record, as applicable, as of August 11, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements