What changed in this filing

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Item 1. Financial Statements

2025-10-30 compared with 2025-07-31 · 86 added, 90 removed, 460 unchanged (28% of the section changed)

3 unchanged sentences

(In thousands)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

ASSETS (Unaudited) (Audited)

42 unchanged sentences

(In thousands, except per share data)

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Oil revenues $ 230,530 $ 265,682 $ 702,409 $ 800,195

15 unchanged sentences

Other income (expense), net ( 661 ) 7,286 309 4,018

Total other expense, net ( 5,848 ) ( 2,469 ) ( 9,885 ) ( 9,095 )

Total other income (expense), net ( 6,023 ) 3,430 ( 15,909 ) ( 5,665 )

INCOME BEFORE INCOME TAXES 95,441 132,442 329,191 382,256

15 unchanged sentences

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

For the Three Months Ended June 30, 2024

For the Three Months Ended September 30, 2024

Shares Value Shares Value Shares Value

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

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

Stock based compensation expense, net of forfeitures — — — — 4,487 — — — 4,487 220 4,707

10 unchanged sentences

Net income — — — — — — — 99,784 99,784 6,128 105,912

Balance, June 30, 2024

Balance, September 30, 2024

228,117 $ 23 5,523 $ 1 $ 1,879,447 36,633 $ ( 665,472 ) $ 694,090 $ 1,908,089 $ 52,483 $ 1,960,572

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

For the Three Months Ended September 30, 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

Stock based compensation expense, net of forfeitures — — — — 5,762 — — — 5,762 173 5,935

8 unchanged sentences

Net income — — — — — — — 75,456 75,456 2,777 78,233

Balance, June 30, 2025

Balance, September 30, 2025

228,894 $ 23 5,523 $ 1 $ 1,897,184 45,318 $ ( 874,713 ) $ 925,749 $ 1,948,244 $ 58,171 $ 2,006,415

5 unchanged sentences

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

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

Shares Value Shares Value Shares Value

12 unchanged sentences

Net income — — — — — — — 280,429 280,429 28,193 308,622

Balance, June 30, 2024

Balance, September 30, 2024

228,117 $ 23 5,523 $ 1 $ 1,879,447 36,633 $ ( 665,472 ) $ 694,090 $ 1,908,089 $ 52,483 $ 1,960,572

For the Six Months Ended June 30, 2025

For the Nine Months Ended September 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

10 unchanged sentences

Net income — — — — — — — 256,499 256,499 9,409 265,908

Balance, June 30, 2025

Balance, September 30, 2025

228,894 $ 23 5,523 $ 1 $ 1,897,184 45,318 $ ( 874,713 ) $ 925,749 $ 1,948,244 $ 58,171 $ 2,006,415

3 unchanged sentences

( In thousands)

Six Months Ended

June 30, 2025 June 30, 2024

Nine Months Ended

September 30, 2025 September 30, 2024

CASH FLOWS FROM OPERATING ACTIVITIES

6 unchanged sentences

Deferred income tax expense 78,650 51,958

(Gain) loss on revaluation of contingent consideration ( 4,004 ) 3,200

Gain on revaluation of contingent consideration ( 4,511 ) ( 3,808 )

Stock based compensation 21,167 14,161

51 unchanged sentences

Summary of Significant Accounting Policies

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.

As of September 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

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ASU 2023-09 is effective for annual periods beginning January 1, 2025, with early adoption permitted.

The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures.

The adoption of this standard will not have a material impact on the Company’s financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

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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 $ 123.4 million as of June 30, 2025 and $ 123.8 million as of December 31, 2024.

Receivables from contracts with customers totaled $ 119.6 million as of September 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 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.

During the nine months ended September 30, 2025, the Company completed various bolt-on property acquisitions of certain oil and natural gas assets totaling $ 64.4 million in cash.

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.

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.

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 in cash.

Additionally, during the nine months ended September 30, 2024, the Company completed various bolt-on property acquisitions of certain oil and natural gas assets totaling $ 44.6 million in cash.

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

11 unchanged sentences

Recurring Fair Value Measurements

Fair value at June 30, 2025

Fair value at September 30, 2025

(In thousands) Level 1 Level 2 Level 3 Total

12 unchanged sentences

Long-Term Debt

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.

The fair value of the 2032 Senior Notes at September 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 $ 393.1 million and $ 392.5 million as of September 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 June 30, 2025 or December 31, 2024.

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

The Company’s other current liabilities are comprised of the following:

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

Accrued capital expenditures $ 40,183 $ 31,745

Current operating lease liabilities 18,472 12,210

Accrued ad valorem taxes 17,965 4,822

Other 61,109 60,411

2 unchanged sentences

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

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

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

Revolving credit facility $ — $ —

6 unchanged sentences

On February 16, 2022, Magnolia Operating, as borrower, amended and restated the original RBL Facility in its entirety (the “2022 RBL Facility”).

On November 13, 2024, Magnolia Operating, as borrower, amended and restated the 2022 RBL Facility in its entirety, providing for maximum commitments in an aggregate principal amount of $ 1.5 billion with a letter of credit facility with a $ 50.0 million sublimit, with an initial borrowing base of $ 800.0 million and borrowing capacity of $ 450.0 million.

The RBL Facility is

guaranteed by certain parent companies and subsidiaries of Magnolia LLC and is collateralized by certain of Magnolia Operating’s oil and natural gas properties.

On November 13, 2024, Magnolia Operating, as borrower, amended and restated the 2022 RBL Facility in its

entirety, providing for maximum commitments in an aggregate principal amount of $ 1.5 billion with a letter of credit facility with a $ 50.0 million sublimit, with an initial borrowing base of $ 800.0 million and borrowing capacity of $ 450.0 million.

The RBL Facility is guaranteed by certain parent companies and subsidiaries of Magnolia LLC and is collateralized by certain of Magnolia Operating’s oil and natural gas properties.

The RBL Facility matures on November 13, 2029, subject to certain conditions.

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

As of September 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 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.

The Company recognized interest expense related to the RBL Facility, including its previous amendments, of $ 0.8 million and $ 1.1 million for the three months ended September 30, 2025 and 2024, respectively, and $ 2.4 million and $ 3.1 million for the nine months ended September 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 September 30, 2025 and December 31, 2024.

The Company did no t have any outstanding borrowings under the RBL Facility as of September 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.

4 unchanged sentences

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 June 30, 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 $ 6.7 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.

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 September 30, 2025 and 2024, respectively, and $ 21.2 million and $ 20.0 million for the nine months ended September 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.

22 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 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.

As of September 30, 2025, the remaining tranche is not expected to result in a payment.

The Company recognized a gain of $ 0.5 million and $ 7.0 million on the revaluation of the remaining tranches for the three months ended September 30, 2025 and 2024, respectively.

The Company recognized a gain of $ 4.5 million and $ 3.8 million on the revaluation of the remaining tranches for the nine months ended September 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.

1 unchanged sentence

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

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

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

Federal $ ( 31,997 ) $ ( 910 ) $ ( 15,998 ) $ 19,948

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 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 Company’s effective tax rates for the three months ended September 30, 2025 and 2024 were 18.0 % and 20.0 %, respectively, and 19.2 % and 19.3 % for the nine months ended September 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 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.

In making this determination, the Company considered all available positive and negative evidence and made certain assumptions.

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 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.

enacted legislation referred to as the One Big Beautiful Bill Act, 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.

The impacts are reflected in the Company’s income tax provision for the quarter ended September 30, 2025, which resulted in a decrease in current tax expense offset by an increase in deferred tax expense.

Stockholders’ Equity

Class A Common Stock

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.

At September 30, 2025, there were 228.9 million shares of Class A Common Stock issued and 183.6 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 June 30, 2025, there were 5.5 million shares of Class B Common Stock issued and outstanding.

At September 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 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.

As of September 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 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”).

The Company had repurchased 44.8 million shares under the program at a cost of $ 859.9 million and had 5.2 million shares of Class A Common Stock remaining under its share repurchase authorization as of September 30, 2025.

During the nine months ended September 30, 2024, Magnolia LLC repurchased and subsequently canceled 3.5 million Magnolia LLC Units with an equal number of shares of corresponding Class B Common Stock for $ 89.7 million of cash consideration (the “Class B Common Stock Repurchase”).

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

4 unchanged sentences

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 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:

The following table sets forth information with respect to cash dividends and distributions declared by the Company’s board of directors during the nine months ended September 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)

August 11, 2025 September 2, 2025 $ 0.15 $ 28,910 $ 28,081 $ 829

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

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

As of September 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 June 30, 2025.

A total of 16.8 million shares of Class A Common Stock have been authorized for issuance under the Plan as of September 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 $ 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.

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 $ 4.7 million for the three months ended September 30, 2025 and 2024, respectively, and $ 21.2 million and $ 14.2 million for the nine months ended September 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 six months ended June 30, 2025 and 2024 was $ 3.6 million and $ 5.5 million, respectively.

The total income tax benefit recognized for stock that vested during the nine months ended September 30, 2025 and 2024 was $ 3.7 million and $ 5.6 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 six months ended June 30, 2025.

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

Stock Units Performance Restricted

7 unchanged sentences

Forfeited ( 42,425 ) 22.54 ( 362 ) 19.19 — —

Unvested at June 30, 2025

Unvested at September 30, 2025

1,613,153 $ 22.00 3,605 $ 22.02 514,212 $ 21.58

(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.

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

The weighted average grant date fair values of the RSUs and PSUs granted during the nine months ended September 30, 2024 were $ 20.79 and $ 21.12 per share, respectively.

Restricted Stock Units

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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 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.

The aggregate fair value of RSUs that vested during the nine months ended September 30, 2025 and 2024 were $ 12.3 million and $ 11.5 million, respectively.

Unrecognized compensation expense related to unvested RSUs as of September 30, 2025 was $ 23.2 million, which the Company expects to recognize over a weighted average period of 1.8 years.

Performance Restricted Stock Units and Performance Stock Units

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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 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 aggregate fair value of PRSUs that vested during the nine months ended September 30, 2025 and 2024 were $ 5.5 million and $ 15.1 million, respectively.

Unrecognized compensation expense related to unvested PRSUs as of September 30, 2025 was insignificant.

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.

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.

No equity-classified PSUs vested during the nine months ended September 30, 2025.

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

Unrecognized compensation expense related to unvested equity-classified PSUs as of September 30, 2025 was $ 4.3 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 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

Nine Months Ended

Equity-classified PSU Grant Date Fair Value Assumptions September 30, 2025 September 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 six months ended June 30, 2025.

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

Unvested at December 31, 2024

1 unchanged sentence

Modified 193,871

Unvested at June 30, 2025

Unvested at September 30, 2025

Performance Stock Units

2 unchanged sentences

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 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

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

Unrecognized compensation expense related to unvested liability-classified PSUs as of September 30, 2025 was $ 5.2 million, which the Company expects to recognize over a weighted average period of 1.0 years.

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

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

Expected term (in years)

6 unchanged sentences

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

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

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

Net income attributable to Class A Common Stock $ 75,456 $ 99,784 $ 256,499 $ 280,429

12 unchanged sentences

$ 0.40 $ 0.52 $ 1.36 $ 1.50

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.

For the three months ended September 30, 2025 and 2024, the Company excluded 5.5 million and 10.5 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 nine months ended September 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.

Related Party Transactions

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.”

For the nine months ended September 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:

Six Months Ended

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

Nine Months Ended

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

Supplemental cash items:

7 unchanged sentences

Subsequent Events

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.

On October 28, 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 December 1, 2025 to shareholders or members of record, as applicable, as of November 10, 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