Magnolia Oil & Gas Corp 10-Q

Item 1. Financial Statements Magnolia Oil & Gas Corporation Consolidated Balance Sheets (In thousands) September 30, 2025 December 31, 2024 ASSETS (Unaudited) (Audited) CURRENT ASSETS Cash and cash equivalents $ 280,485 $ 260,049 Accounts receivable 187,472 147,901 Drilling advances 14 2,275 Other current assets 1,518 599 Total current assets 469,489 410,824 PROPERTY, PLANT AND EQUIPMENT Oil and natural gas properties 4,833,995 4,403,210 Other 20,488 18,716 Accumulated depreciation, depletion and amortization ( 2,439,519 ) ( 2,115,892 ) Total property, plant and equipment, net 2,414,964 2,306,034 OTHER ASSETS Deferred financing costs, net 5,939 7,022 Deferred tax assets 3,170 77,637 Other long-term assets 30,022 19,318 Total other assets 39,131 103,977 TOTAL ASSETS $ 2,923,584 $ 2,820,835 LIABILITIES AND EQUITY CURRENT LIABILITIES Accounts payable $ 181,200 $ 181,073 Other current liabilities ( Note 6) 137,729 109,188 Total current liabilities 318,929 290,261 LONG-TERM LIABILITIES Long-term debt, net 393,064 392,513 Asset retirement obligations, net of current 184,349 161,295 Other long-term liabilities 20,827 9,440 Total long-term liabilities 598,240 563,248 COMMITMENTS AND CONTINGENCIES ( Note 8) EQUITY Class A Common Stock, $ 0.0001 par value, 1,300,000 shares authorized, 228,894 shares issued and 183,576 shares outstanding in 2025 and 228,164 shares issued and 189,356 shares outstanding in 2024 23 23 Class B Common Stock, $ 0.0001 par value, 225,000 shares authorized, 5,523 shares issued and outstanding in 2025 and 2024 1 1 Additional paid-in capital 1,897,184 1,880,243 Treasury Stock, at cost, 45,318 shares and 38,808 shares in 2025 and 2024, respectively ( 874,713 ) ( 721,279 ) Retained earnings 925,749 754,591 Noncontrolling interest 58,171 53,747 Total equity 2,006,415 1,967,326 TOTAL LIABILITIES AND EQUITY $ 2,923,584 $ 2,820,835 The accompanying notes are an integral part of these consolidated financial statements. 1 Magnolia Oil & Gas Corporation Consolidated Statements of Operations (Unaudited) (In thousands, except per share data) Three Months Ended Nine Months Ended September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 REVENUES Oil revenues $ 230,530 $ 265,682 $ 702,409 $ 800,195 Natural gas revenues 43,169 22,207 137,386 61,871 Natural gas liquids revenues 51,236 45,246 154,422 127,211 Total revenues 324,935 333,135 994,217 989,277 OPERATING EXPENSES Lease operating expenses 48,553 44,444 139,218 134,945 Gathering, transportation and processing 17,744 10,676 49,186 27,668 Taxes other than income 20,383 18,269 59,291 56,011 Exploration expenses 131 491 841 918 Asset retirement obligations accretion 1,838 1,749 4,957 5,112 Depreciation, depletion and amortization 110,618 107,336 323,552 309,155 General and administrative expenses 24,204 21,158 72,072 67,547 Total operating expenses 223,471 204,123 649,117 601,356 OPERATING INCOME 101,464 129,012 345,100 387,921 OTHER EXPENSE Interest expense, net ( 5,362 ) ( 3,856 ) ( 16,218 ) ( 9,683 ) Other income (expense), net ( 661 ) 7,286 309 4,018 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 Income tax expense 17,208 26,530 63,283 73,634 NET INCOME 78,233 105,912 265,908 308,622 LESS: Net income attributable to noncontrolling interest 2,777 6,128 9,409 28,193 NET INCOME ATTRIBUTABLE TO CLASS A COMMON STOCK $ 75,456 $ 99,784 $ 256,499 $ 280,429 NET INCOME PER SHARE OF CLASS A COMMON STOCK Basic $ 0.40 $ 0.52 $ 1.36 $ 1.50 Diluted $ 0.40 $ 0.52 $ 1.36 $ 1.50 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING Basic 184,737 187,859 186,621 185,065 Diluted 184,749 187,871 186,633 185,096 The accompanying notes are an integral part of these consolidated financial statements. 2 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 Equity For the Three Months Ended September 30, 2024 Shares Value Shares Value Shares Value 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 Common stock issued related to stock based compensation and other, net 15 — — — ( 140 ) — — — ( 140 ) ( 7 ) ( 147 ) Changes in ownership interest adjustment — — — — 39,667 — — — 39,667 ( 39,667 ) — Class A Common Stock repurchases — — — — — 1,950 ( 48,725 ) — ( 48,725 ) — ( 48,725 ) Class B Common Stock purchases and cancellations — — ( 500 ) — — — — — — ( 12,930 ) ( 12,930 ) Conversion of Class B Common Stock to Class A Common Stock 4,935 — ( 4,935 ) — — — — — — — — Dividends declared ($ 0.13 per share) — — — — — — — ( 24,694 ) ( 24,694 ) — ( 24,694 ) Distributions to noncontrolling interest owners — — — — — — — — — ( 1,542 ) ( 1,542 ) Adjustment to deferred taxes — — — — ( 7,918 ) — — — ( 7,918 ) — ( 7,918 ) Tax impact of equity transactions — — — — 27,553 — — — 27,553 — 27,553 Net income — — — — — — — 99,784 99,784 6,128 105,912 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 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 Common stock issued related to stock based compensation and other, net 221 — — — 4,858 — — — 4,858 ( 3 ) 4,855 Changes in ownership interest adjustment — — — — 780 — — — 780 ( 780 ) — Class A Common Stock repurchases — — — — — 2,150 ( 51,419 ) — ( 51,419 ) — ( 51,419 ) Dividends declared ($ 0.15 per share) — — — — — — — ( 28,081 ) ( 28,081 ) — ( 28,081 ) Distributions to noncontrolling interest owners — — — — — — — — — ( 829 ) ( 829 ) Adjustment to deferred taxes — — — — ( 164 ) — — — ( 164 ) — ( 164 ) Tax impact of equity transactions — — — — — — ( 461 ) — ( 461 ) — ( 461 ) Net income — — — — — — — 75,456 75,456 2,777 78,233 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 The accompanying notes are an integral part of these consolidated financial statements. 3 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 Equity For the Nine Months Ended September 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 Stock based compensation expense, net of forfeitures — — — — 13,095 — — — 13,095 1,066 14,161 Common stock issued related to stock based compensation and other, net 816 1 — — ( 6,861 ) — — — ( 6,860 ) ( 813 ) ( 7,673 ) Changes in ownership interest adjustment — — — — 69,101 — — — 69,101 ( 69,101 ) — Class A Common Stock repurchases — — — — — 5,300 ( 127,027 ) — ( 127,027 ) — ( 127,027 ) Class B Common Stock purchases and cancellations — — ( 3,500 ) — — — — — — ( 89,670 ) ( 89,670 ) Conversion of Class B Common Stock to Class A Common Stock 12,804 1 ( 12,804 ) ( 1 ) — — — — — — — Dividends declared ($ 0.39 per share) — — — — — — — ( 72,501 ) ( 72,501 ) — ( 72,501 ) Distributions to noncontrolling interest owners — — — — — — — — — ( 8,190 ) ( 8,190 ) Adjustment to deferred taxes — — — — ( 10,834 ) — — — ( 10,834 ) — ( 10,834 ) Tax impact of equity transactions — — — — 71,016 — — — 71,016 — 71,016 Net income — — — — — — — 280,429 280,429 28,193 308,622 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 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 Stock based compensation expense, net of forfeitures — — — — 17,276 — — — 17,276 513 17,789 Common stock issued related to stock based compensation and other, net 730 — — — 48 — — — 48 ( 146 ) ( 98 ) Modification and cash-settlement of stock based compensation — — — — ( 3,157 ) — — — ( 3,157 ) — ( 3,157 ) Changes in ownership interest adjustment — — — — 2,681 — — — 2,681 ( 2,681 ) — Class A Common Stock repurchases — — — — — 6,510 ( 152,080 ) — ( 152,080 ) — ( 152,080 ) Dividends declared ($ 0.45 per share) — — — — — — — ( 85,341 ) ( 85,341 ) — ( 85,341 ) Distributions to noncontrolling interest owners — — — — — — — — — ( 2,671 ) ( 2,671 ) Adjustment to deferred taxes — — — — 93 — — — 93 — 93 Tax impact of equity transactions — — — — — — ( 1,354 ) — ( 1,354 ) — ( 1,354 ) Net income — — — — — — — 256,499 256,499 9,409 265,908 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 The accompanying notes are an integral part of these consolidated financial statements. 4 Magnolia Oil & Gas Corporation Consolidated Statements of Cash Flows (Unaudited) ( In thousands) Nine Months Ended September 30, 2025 September 30, 2024 CASH FLOWS FROM OPERATING ACTIVITIES NET INCOME $ 265,908 $ 308,622 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 323,552 309,155 Exploration expenses, non-cash 125 1 Asset retirement obligations accretion 4,957 5,112 Amortization of deferred financing costs 1,619 3,305 Deferred income tax expense 78,650 51,958 Gain on revaluation of contingent consideration ( 4,511 ) ( 3,808 ) Stock based compensation 21,167 14,161 Other 2,522 2,921 Changes in operating assets and liabilities: Accounts receivable ( 39,576 ) 50,579 Accounts payable 131 ( 35,915 ) Accrued liabilities 18,987 ( 485 ) Drilling advances 2,261 ( 1,285 ) Other assets and liabilities, net ( 5,549 ) ( 6,098 ) Net cash provided by operating activities 670,243 698,223 CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions ( 64,359 ) ( 164,995 ) Additions to oil and natural gas properties ( 350,503 ) ( 351,935 ) Changes in working capital associated with additions to oil and natural gas properties 8,437 455 Other investing 5,782 ( 539 ) Net cash used in investing activities ( 400,643 ) ( 517,014 ) CASH FLOW FROM FINANCING ACTIVITIES Class A Common Stock repurchases ( 152,181 ) ( 128,133 ) Class B Common Stock purchases and cancellations — ( 89,670 ) Dividends paid ( 85,341 ) ( 72,524 ) Distributions to noncontrolling interest owners ( 2,671 ) ( 8,190 ) Other financing activities ( 8,971 ) ( 7,674 ) Net cash used in financing activities ( 249,164 ) ( 306,191 ) NET CHANGE IN CASH AND CASH EQUIVALENTS 20,436 ( 124,982 ) Cash and cash equivalents – Beginning of period 260,049 401,121 Cash and cash equivalents – End of period $ 280,485 $ 276,139 The accompanying notes are an integral part of these consolidated financial statements. 5 Magnolia Oil & Gas Corporation Notes to Consolidated Financial Statements 1. Description of Business and Basis of Presentation Organization and Nature of Operations 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 primarily targets the Eagle Ford Shale and Austin Chalk formations. Magnolia’s objective is to generate stock market value over the long term through steady 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. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, certain disclosures normally included in an Annual Report on Form 10-K have been omitted. The consolidated financial statements and related notes included in this Quarterly Report should be read in conjunction with the Company’s consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the period ended December 31, 2024 (the “2024 Form 10-K”). Except as disclosed herein, there have been no material changes to the information disclosed in the notes to the consolidated financial statements included in the Company’s 2024 Form 10-K. In the opinion of management, all normal, recurring adjustments and accruals considered necessary to present fairly, in all material respects, the Company’s interim financial results have been included. Operating results for the periods presented are not necessarily indicative of expected results for the full year. The consolidated financial statements include the accounts of the Company and its subsidiaries after elimination of intercompany transactions and balances. The Company’s interests in oil and natural gas exploration and production ventures and partnerships are proportionately consolidated. The Company reflects a noncontrolling interest representing the interest owned by the Magnolia LLC Unit Holders through their ownership of Magnolia LLC Units in the consolidated financial statements. The noncontrolling interest is presented as a component of equity. See Note 10—Stockholders’ Equity for further discussion of the noncontrolling interest. Segment Information The Company operates in one reportable segment engaged in the acquisition, development, exploration, and production of oil and natural gas properties (“Operating segment”). Magnolia’s operations are conducted predominantly in one geographic area of the United States. The Operating segment sells oil, natural gas, and NGLs which are disaggregated on the Company’s consolidated statements of operations. The profit or loss metric used to evaluate segment performance is net income reported on the Company’s consolidated statements of operations. The measure of segment assets is reported on the Company’s consolidated balance sheets as Total Assets. Significant segment expenses are the same as those in the consolidated statements of operations. 2. Summary of Significant Accounting Policies 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 Magnolia maintains the “Magnolia Oil & Gas Corporation Long Term Incentive Plan” (as amended, the “Plan”), pursuant to which eligible employees and directors may be granted awards in the form of restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”) and performance stock units (“PSUs”). RSUs granted are valued on the date of the grant using the quoted market price of Magnolia’s Class A Common Stock. Liability-classified and equity-classified PSUs and PRSUs granted are valued based on the grant date fair value determined using Monte Carlo simulations, which use a probabilistic approach for estimating the fair value of the awards. Liability-classified PSUs are remeasured at fair value using Monte Carlo simulations until settlement. RSUs, PSUs, and PRSUs are expensed on a straight-line basis over the requisite service period. The requisite service period may be subject to 6 acceleration upon employee retirement under certain conditions. The Company records expense associated with the fair value of stock based compensation under the fair value recognition provisions of ASC Topic 718, “Compensation-Stock Compensation” and that expense is included within “General and administrative expenses” and “Lease operating expenses” in the accompanying consolidated statements of operations. The Company accounts for forfeitures as they occur. These plans and related accounting policies are defined and described more fully in Note 11—Stock Based Compensation . Recent Accounting Pronouncements In December 2023, the Financial Standards Accounting Board (“FASB”) issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual periods beginning January 1, 2025, with early adoption permitted. 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): Disaggregation of Income Statement Expenses” requiring disclosure of specified information about certain costs and expenses. ASU 2024-03 is effective for annual periods beginning January 1, 2027, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures. 3. Revenue Recognition Magnolia’s revenues include the sale of crude oil, natural gas, and NGLs. The Company has concluded that disaggregating revenue by product type appropriately depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors and has reflected this disaggregation of revenue on the Company’s consolidated statements of operations for all periods presented. 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 $ 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. 4. Acquisitions 2025 Acquisitions 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 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. 7 5. Fair Value Measurements Certain of the Company’s assets and liabilities are carried at fair value and measured either on a recurring or nonrecurring basis. The Company’s fair value measurements are based either on actual market data or assumptions that other market participants would use in pricing an asset or liability in an orderly transaction, using the valuation hierarchy prescribed by GAAP under Accounting Standards Codification (“ASC”) 820. The three levels of the fair value hierarchy under ASC 820 are as follows: Level 1 - Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level 2 - Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. The Company has other financial instruments consisting primarily of receivables, payables, and other current assets and liabilities that approximate fair value due to the nature of the instruments and their relatively short maturities. Non-financial assets and liabilities initially measured at fair value include assets acquired and liabilities assumed in business combinations and asset retirement obligations. Recurring Fair Value Measurements Fair value at September 30, 2025 (In thousands) Level 1 Level 2 Level 3 Total Liabilities Long-term debt (see Note 7 ) $ 412,072 $ — $ — $ 412,072 Contingent consideration (see Note 8 ) — — — — Liability-classified stock based compensation (see Note 11 ) — 5,410 — 5,410 Fair value at December 31, 2024 (In thousands) Level 1 Level 2 Level 3 Total Liabilities Long-term debt (see Note 7 ) $ 396,808 $ — $ — $ 396,808 Contingent consideration (see Note 8 ) — 7,269 — 7,269 Liability-classified stock based compensation (see Note 11 ) — — — — 8 Long-Term Debt 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 The fair value of the contingent consideration is estimated using observable market data (NYMEX WTI forward price curve) and Monte Carlo simulation models. The fair value of the contingent consideration is included in “Other current liabilities” on the Company’s consolidated balance sheets. Liability-Classified Stock Based Compensation The fair value of the liability for future cash-settled stock based compensation is estimated using observable market data (the total shareholder return (“TSR”) of the Class A Common Stock relative to the TSR achieved by a specific industry peer group) and Monte Carlo simulation models. The fair value of the liability for future cash-settled stock based compensation is included in “Other current liabilities” and “Other long-term liabilities” on the Company’s consolidated balance sheets. Nonrecurring Fair Value Measurements Certain of the Company’s assets and liabilities are measured at fair value on a nonrecurring basis. Specifically, equity-classified stock based compensation is not measured at fair value on an ongoing basis but is subject to fair value calculations in certain circumstances. 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 September 30, 2025 or December 31, 2024. 6. Other Current Liabilities 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 Total other current liabilities $ 137,729 $ 109,188 7. Long-term Debt The Company’s long-term debt is comprised of the following: (In thousands) September 30, 2025 December 31, 2024 Revolving credit facility $ — $ — Senior Notes due 2032 400,000 400,000 Total long-term debt 400,000 400,000 Less: Unamortized deferred financing cost ( 6,936 ) ( 7,487 ) Long-term debt, net $ 393,064 $ 392,513 Credit Facility The original RBL Facility was entered into by and among Magnolia Operating, as borrower, Magnolia Intermediate, as its holding company, the banks, financial institutions, and other lending institutions from time to time party thereto, as lenders, the other parties from time to time party thereto and Citibank, N.A., as administrative agent, collateral agent, issuing bank, and swingline lender. 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 9 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. Borrowings under the RBL Facility bear interest, at Magnolia Operating’s option, at a rate per annum equal to either the term SOFR rate or the alternative base rate plus the applicable margin. Additionally, Magnolia Operating is required to pay a commitment fee quarterly in arrears in respect of unused commitments under the RBL Facility. The applicable margin and the commitment fee rate are calculated based upon the utilization levels of the RBL Facility as a percentage of unused lender commitments then in effect. 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 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 $ 1.1 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. Senior Notes 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. The 2032 Senior Notes were issued under the Indenture, dated as of November 26, 2024 (the “Indenture”), by and among the Issuers, the Company, the guarantors named therein, and Regions Bank, as trustee. The 2032 Senior Notes are guaranteed on a senior unsecured basis by the Company, Magnolia LLC, Magnolia Oil & Gas Holdings LLC, and Magnolia Intermediate and may be guaranteed by certain future subsidiaries of the Company. The 2032 Senior Notes will mature on December 1, 2032 and bear interest at the rate of 6.875 % per annum. 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 September 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 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. After December 1, 2027, the Issuers may redeem all or a part of the 2032 Senior Notes based on principal plus a set premium, as set forth in the Indenture, including any accrued and unpaid interest. 8. Commitments and Contingencies Legal Matters From time to time, the Company is or may become involved in litigation in the ordinary course of business. 10 Certain of the Magnolia LLC Unit Holders and EnerVest Energy Institutional Fund XIV-C, L.P. (collectively the “Co-Defendants”) and the Company have been named as defendants in a lawsuit where the plaintiffs claim to be entitled to a minority working interest in certain Karnes County Assets. The litigation is in the pre-trial stage. The exposure related to this litigation is currently not reasonably estimable. The Co-Defendants retain all such liability. Matters that are probable of unfavorable outcome to Magnolia and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, Magnolia’s estimates of the outcomes of such matters and its experience in contesting, litigating and settling similar matters. The Company does not believe the outcome of any such disputes or legal actions will have a material effect on its consolidated statements of operations, balance sheet, or cash flows after consideration of recorded accruals. Actual amounts could differ materially from management’s estimates. Environmental Matters The Company, as an owner or lessee and operator of oil and natural gas properties, is subject to various federal, state, and local laws and regulations, and in certain cases permits, relating to discharge of materials into, and the protection of, the environment. These laws, regulations, and permits may, among other things, impose liability on a lessee under an oil and natural gas lease for the cost of pollution clean-up resulting from operations and subject the lessee to liability for pollution damages. In some instances, the Company may be directed to suspend or cease operations in an affected area. The Company maintains insurance coverage, which it believes is customary in the industry, although the Company is not fully insured against all environmental risks. Contingencies In November 2023, the Company completed the acquisition of certain oil and natural gas producing properties and mineral interests located in the Giddings area. The seller may receive up to a maximum of $ 40.0 million in additional contingent cash consideration based on future commodity prices. The contingent consideration is payable in three tranches based on average NYMEX WTI prices for (i) the period beginning July 1, 2023 through December 31, 2023, (ii) the year ending December 31, 2024, and (iii) the year ending December 31, 2025. 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. 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. Refer to Note 5—Fair Value Measurements for additional information. 9. Income Taxes The Company’s income tax provision consists of the following components: Three Months Ended Nine Months Ended (In thousands) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 Current: Federal $ ( 31,997 ) $ ( 910 ) $ ( 15,998 ) $ 19,948 State ( 291 ) 430 631 1,728 Total current ( 32,288 ) ( 480 ) ( 15,367 ) 21,676 Deferred: Federal 49,253 26,180 77,172 50,125 State 243 830 1,478 1,833 Total deferred 49,496 27,010 78,650 51,958 Income tax expense $ 17,208 $ 26,530 $ 63,283 $ 73,634 The Company is subject to U.S. federal income tax and margin tax in the state of Texas. 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 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. 11 On July 4, 2025, the 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 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. 10. Stockholders’ Equity Class A Common Stock 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. There is no cumulative voting with respect to the election of directors, which results in the holders of more than 50 % of the Company’s outstanding common shares being able to elect all of the directors. In the event of a liquidation, dissolution, or winding up of the Company, the holders of the Class A Common Stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The holders of the Class A Common Stock have no preemptive or other subscription rights, and there are no sinking fund provisions applicable to such shares. Class B Common Stock 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. The holders of Class B Common Stock generally have the right to exchange all or a portion of their shares of Class B Common Stock, together with an equal number of Magnolia LLC Units, for the same number of shares of Class A Common Stock or, at Magnolia LLC’s option, an equivalent amount of cash. Upon the future redemption or exchange of Magnolia LLC Units held by any holder of Class B Common Stock, a corresponding number of shares of Class B Common Stock held by such holder of Class B Common Stock will be canceled. In the event of a liquidation, dissolution, or winding up of Magnolia LLC, the holders of the Class B Common Stock, through their ownership of Magnolia LLC Units, are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of units of Magnolia LLC, if any, having preference over the common units. The holders of the Class B Common Stock have no preemptive or other subscription rights, and there are no sinking fund provisions applicable to such shares. Share Repurchases 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 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. During the same period, the Magnolia LLC Unit Holders redeemed 12.8 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 The Company’s board of directors periodically declares dividends payable on issued and outstanding shares of Class A Common Stock, and a corresponding distribution from Magnolia LLC to Magnolia LLC Unit Holders. 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. 12 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: Record Date Payment Date Dividend/ Distribution Amount per share (1) Distributions by Magnolia LLC (2) Dividends Declared by the Company Distributions to Magnolia LLC Unit Holders (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 February 14, 2025 March 3, 2025 $ 0.15 $ 29,740 $ 28,911 $ 829 November 8, 2024 December 2, 2024 $ 0.13 $ 25,814 $ 25,096 $ 718 August 9, 2024 September 3, 2024 $ 0.13 $ 26,119 $ 24,694 $ 1,425 May 13, 2024 June 3, 2024 $ 0.13 $ 26,657 $ 23,820 $ 2,837 February 16, 2024 March 1, 2024 $ 0.13 $ 26,824 $ 23,987 $ 2,837 (1) Per share of Class A Common Stock and per Magnolia LLC Unit. (2) Reflects total cash dividend and distribution payments made, or to be made, to holders of Class A Common Stock and Magnolia LLC Unit Holders (other than the Company) as of the applicable record date. Noncontrolling Interest Noncontrolling interest in Magnolia’s consolidated subsidiaries includes amounts attributable to Magnolia LLC Units that were issued to the Magnolia LLC Unit Holders. 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 September 30, 2025, Magnolia owned approximately 97.1 % of the interest in Magnolia LLC and the noncontrolling interest was approximately 2.9 %. 11. 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 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. Shares issued as a result of awards granted under the Plan are generally new shares of Class A Common Stock. 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 $ 4.7 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 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. In accordance with ASC 718, the Company reclassified 50 % of the impacted PSUs from equity-classified awards to liability-classified awards, resulting in a reclassification of $ 2.0 million from equity to liability. The modification resulted in additional compensation expense of $ 0.4 million recognized within “General and administrative expenses” on the consolidated statements of operations. The modification affected three grantees. 13 Equity-Classified Stock Based Compensation 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. Restricted Stock Units Performance Restricted Stock Units Performance Stock Units Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Unvested at December 31, 2024 1,408,980 $ 21.44 245,527 $ 19.25 528,281 $ 22.45 Granted 798,495 22.83 — — 179,802 19.87 Modified — — — — ( 193,871 ) 22.36 Vested (1) ( 551,897 ) 21.71 ( 241,560 ) 19.21 — — Forfeited ( 42,425 ) 22.54 ( 362 ) 19.19 — — 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 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 The Company grants service-based RSU awards to employees, which generally vest and settle ratably over a three-year or four-year service period, and to non-employee directors, which vest in full after one year . Non-employee directors may elect to defer the RSU settlement date. RSUs represent the right to receive shares of Class A Common Stock at the end of the vesting period equal to the number of RSUs that vest. RSUs are subject to restrictions on transfer and are generally subject to a risk of forfeiture if the award recipient ceases to be an employee or director of the Company prior to vesting of the award. 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 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 The Company previously granted PRSUs to certain employees. Each PRSU represents the contingent right to receive one share of Class A Common Stock once the PRSU is both vested and earned. PRSUs generally vest and settle either ratably over a three-year service period or at the end of a three-year service period, in each case, subject to the recipient’s continued employment or service through each applicable vesting date. Each PRSU is earned based on whether Magnolia’s stock price achieves a target average stock price for any 20 consecutive trading days during the five-year performance period (“Performance Condition”). If PRSUs are not earned by the end of the five-year performance period, the PRSUs will be forfeited and no shares of Class A Common Stock will be issued, even if the vesting conditions have been met. 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 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. Each equity-classified PSU, to the extent earned, represents the contingent right to receive one share of Class A Common Stock and the awardee may earn between zero and 150 % of the target number of the equity-classified PSUs granted based on the total shareholder return (“TSR”) of the Class A Common Stock relative to the TSR achieved by a specific industry peer group over a three-year performance period. 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 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. 14 The following table summarizes the Monte Carlo simulation assumptions used to calculate the grant date fair value of the equity-classified PSUs. Nine Months Ended Equity-classified PSU Grant Date Fair Value Assumptions September 30, 2025 September 30, 2024 Expected term (in years) 2.88 2.88 Expected volatility 38.62 % 45.09 % Risk-free interest rate 4.28 % 4.35 % Dividend yield 2.37 % 2.48 % Liability-Classified Stock Based Compensation The following table presents a summary of Magnolia’s unvested liability-classified PSU activity for the nine months ended September 30, 2025. Performance Stock Units Unvested at December 31, 2024 — Granted 86,588 Modified 193,871 Vested — Forfeited — Unvested at September 30, 2025 280,459 Performance Stock Units The Company grants liability-classified PSUs to certain employees. Each liability-classified PSU, to the extent earned, represents the contingent right to receive cash in lieu of each share of Class A Common Stock and the awardee may earn between zero and 150 % of the target number of liability-classified PSUs granted based on the TSR of the Class A Common Stock relative to the TSR achieved by a specific industry peer group over a three-year performance period. 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 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) 0.25 - 2.25 Expected volatility 32.16 % - 37.26 % Risk-free interest rate 3.54 % - 3.94 % Dividend yield 2.51 % 12. Earnings Per Share The Company’s unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are deemed participating securities, and therefore dividends and net income allocated to such awards have been deducted from earnings in computing basic and diluted net income per share under the two-class method. Diluted net income per share attributable to Class A Common Stock is calculated under both the two-class method and the treasury stock method and the more dilutive of the two calculations is presented. 15 The components of basic and diluted net income per share attributable to Class A Common Stock are as follows: Three Months Ended Nine Months Ended (In thousands, except per share data) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 Basic: Net income attributable to Class A Common Stock $ 75,456 $ 99,784 $ 256,499 $ 280,429 Less: Dividends and net income allocated to participating securities 969 1,219 3,567 3,533 Net income, net of participating securities $ 74,487 $ 98,565 $ 252,932 $ 276,896 Weighted average number of common shares outstanding during the period - basic 184,737 187,859 186,621 185,065 Net income per share of Class A Common Stock - basic $ 0.40 $ 0.52 $ 1.36 $ 1.50 Diluted: Net income attributable to Class A Common Stock $ 75,456 $ 99,784 $ 256,499 $ 280,429 Less: Dividends and net income allocated to participating securities 969 1,219 3,567 3,532 Net income, net of participating securities $ 74,487 $ 98,565 $ 252,932 $ 276,897 Weighted average number of common shares outstanding during the period - basic 184,737 187,859 186,621 185,065 Add: Dilutive effect of stock based compensation and other 12 12 12 31 Weighted average number of common shares outstanding during the period - diluted 184,749 187,871 186,633 185,096 Net income per share of Class A Common Stock - diluted $ 0.40 $ 0.52 $ 1.36 $ 1.50 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. 13. Related Party Transactions 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.” 16 14. Supplemental Cash Flow Supplemental cash flow disclosures are presented below: Nine Months Ended (In thousands) September 30, 2025 September 30, 2024 Supplemental cash items: Cash paid for income taxes $ 8,400 $ 17,202 Cash paid for interest 15,449 25,781 Supplemental non-cash investing and financing activity: Accrued capital expenditures 40,183 34,585 Net liabilities assumed in connection with acquisitions — 6,997 Supplemental non-cash lease operating activity: Right-of-use assets obtained in exchange for operating lease obligations 24,166 10,008 15. Subsequent Events 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.