What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2025-10-30 · 122 added, 199 removed, 347 unchanged (48% of the section changed)

3 unchanged sentences

(In thousands)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

ASSETS (Unaudited) (Audited)

2 unchanged sentences

$ 124,372 $ 266,785

Accounts receivable

Trade receivables

160,767 116,530

Drilling advances

Joint interest receivables 32,064 33,952

Income tax receivable 1,325 24,291

Other current assets

5 unchanged sentences

Total property, plant and equipment, net 2,586,479 2,424,152

Deferred financing costs, net 5,939 7,022

Deferred tax assets 3,170 77,637

Other long-term assets 38,336 36,505

Total other assets 39,131 103,977

TOTAL ASSETS $ 2,944,478 $ 2,903,092

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Asset retirement obligations, net of current 187,471 186,038

Deferred tax liabilities 18,525 20,674

Other long-term liabilities 18,629 15,926

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Class A Common Stock, $ 0.0001 par value, 1,300,000 shares authorized, 234,287 shares issued and 185,374 shares outstanding in 2026 and 228,908 shares issued and 181,230 shares outstanding in 2025

Class B Common Stock, $ 0.0001 par value, 225,000 shares authorized, 5,523 shares issued and outstanding in 2025 and 2024

Class B Common Stock, $ 0.0001 par value, 225,000 shares authorized, 0 shares issued and outstanding in 2026 and 5,523 shares issued and outstanding in 2025

Additional paid-in capital 1,962,082 1,903,459

2 unchanged sentences

Retained earnings 1,036,099 966,747

Accumulated other comprehensive loss ( 1,587 ) ( 1,610 )

Noncontrolling interest — 59,215

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(In thousands, except per share data)

Three Months Ended Nine Months Ended

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

Three Months Ended

March 31, 2026 March 31, 2025

Oil revenues $ 257,329 $ 245,534

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Other income (expense), net ( 36 ) 1,215

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

Total other expense, net ( 6,040 ) ( 4,037 )

INCOME BEFORE INCOME TAXES 121,724 131,785

9 unchanged sentences

Diluted 183,279 188,664

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 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

COMPREHENSIVE INCOME:

NET INCOME ATTRIBUTABLE TO CLASS A COMMON STOCK $ 99,825 $ 102,927

Other comprehensive income, net of tax:

Postretirement benefits 23 —

COMPREHENSIVE INCOME ATTRIBUTABLE TO CLASS A COMMON STOCK $ 99,848 $ 102,927

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

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Common Stock Class B

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

For the Nine Months Ended September 30, 2024

Common Stock Additional Paid In Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders’ Equity Noncontrolling Interest Total

For the Three Months Ended March 31, 2025

Shares Value Shares Value Shares Value

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Common stock issued related to stock based compensation and other, net 463 — — — ( 4,716 ) — — — — ( 4,716 ) ( 139 ) ( 4,855 )

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

Changes in ownership interest adjustment — — — — 1,116 — — — — 1,116 ( 1,116 ) —

Class A Common Stock repurchases — — — — — 2,150 ( 51,978 ) — — ( 51,978 ) — ( 51,978 )

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 ($ 0.150 per share)

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Net income — — — — — — — 102,927 — 102,927 3,721 106,648

Balance, September 30, 2024

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 Nine Months Ended September 30, 2025

For the Three Months Ended March 31, 2026

Balance, December 31, 2025 228,908 $ 23 5,523 $ 1 $ 1,903,459 47,678 $ ( 928,662 ) $ 966,747 $ ( 1,610 ) $ 1,939,958 $ 59,215 $ 1,999,173

1 unchanged sentence

Common stock issued related to stock based compensation and other, net 606 — — — ( 7,956 ) — — — — ( 7,956 ) — ( 7,956 )

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

Changes in ownership interest adjustment — — — — 39,577 — — — — 39,577 ( 39,577 ) —

Class A Common Stock repurchases — — — — — 1,235 ( 32,075 ) — — ( 32,075 ) — ( 32,075 )

Class B Common Stock purchase and cancellations — — ( 750 ) — — — — — — — ( 19,793 ) ( 19,793 )

Conversion of Class B Common Stock to Class A Common Stock 4,773 1 ( 4,773 ) ( 1 ) — — — — — — — —

Dividends declared ($ 0.165 per share)

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Net income — — — — — — — 99,825 — 99,825 1,011 100,836

Balance, September 30, 2025

Other comprehensive income — — — — — — — — 23 23 — 23

Balance, March 31, 2026

234,287 $ 24 — $ — $ 1,962,082 48,913 $ ( 960,737 ) $ 1,036,099 $ ( 1,587 ) $ 2,035,881 $ — $ 2,035,881

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( In thousands)

Nine Months Ended

September 30, 2025 September 30, 2024

Three Months Ended

March 31, 2026 March 31, 2025

CASH FLOWS FROM OPERATING ACTIVITIES

2 unchanged sentences

Depreciation, depletion and amortization 113,359 105,853

Exploration expenses, non-cash 125 1

Asset retirement obligations accretion 1,857 1,556

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Accrued liabilities ( 6,568 ) 11,875

Drilling advances 2,261 ( 1,285 )

Other assets and liabilities, net 21,053 83

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Notes to Consolidated Financial Statements

Description of Business and Basis of Presentation

Organization and Basis of Presentation

Organization and Nature of Operations

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Operating results for the periods presented are not necessarily indicative of expected results for the full year.

Certain reclassifications of prior period financial statements have been made to conform to current reporting practices.

The consolidated financial statements include the accounts of the Company and its subsidiaries after elimination of intercompany transactions and balances.

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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

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 .

As of March 31, 2026, 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 2025 Form 10-K.

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):

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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 $ 119.6 million as of September 30, 2025 and $ 123.8 million as of December 31, 2024.

Receivables from contracts with customers totaled $ 160.8 million as of March 31, 2026 and $ 116.5 million as of December 31, 2025.

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 2025 Form 10-K.

2026 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.

During the three months ended March 31, 2026, the Company completed various bolt-on property acquisitions of certain oil and natural gas assets totaling $ 155.0 million in cash.

2025 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.

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 in cash.

The Company accounted for the 2026 and 2025 acquisitions as asset acquisitions.

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Recurring Fair Value Measurements

Fair value at September 30, 2025

(In thousands) Level 1 Level 2 Level 3 Total

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

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 )

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.

The fair value of the Senior Notes at March 31, 2026 and December 31, 2025 was $ 413.1 million and $ 412.4 million, respectively.

The fair value is based on unadjusted quoted prices in an active market, which is considered a Level 1 input in the fair value hierarchy.

The carrying value of the Senior Notes, net of unamortized deferred financing costs, was $ 393.4 million and $ 393.3 million as of March 31, 2026 and December 31, 2025, respectively, and is included in “Long-term debt, net” 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.

The fair value of the liability for future cash-settled stock based compensation was $ 7.4 million and $ 5.6 million as of March 31, 2026 and December 31, 2025, respectively, and is included in “Other current liabilities” and “Other long-term liabilities” on the Company’s consolidated balance sheets.

Nonrecurring Fair Value Measurements

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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.

For further detail, see Note 11—Stock Based Compensation .

There were no other material nonrecurring fair value measurements as of March 31, 2026 or December 31, 2025.

Other Current Liabilities

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

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

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

(In thousands) March 31, 2026 December 31, 2025

Accrued capital expenditures $ 48,825 $ 21,378

Current operating lease liabilities 19,456 18,212

Accrued ad valorem taxes 17,965 4,822

Other 65,752 70,872

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

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

(In thousands) March 31, 2026 December 31, 2025

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.

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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.

As of March 31, 2026, the Company was in compliance with all covenants under 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.

The unamortized portion of the deferred financing costs is included in “Other long-term assets” on the Company’s consolidated balance sheets as of March 31, 2026 and December 31, 2025.

The Company recognized interest expense related to the RBL Facility of $ 0.8 million for each of the three months ended March 31, 2026 and 2025.

The Company did no t have any outstanding borrowings under the RBL Facility as of March 31, 2026.

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

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The 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 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.

The unamortized portion of the deferred financing costs is included as a reduction to the carrying value of the Senior Notes, which has been recorded as “Long-term debt, net” on the Company’s consolidated balance sheets as of March 31, 2026 and December 31, 2025.

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

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

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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.

In November 2023, the Company acquired certain oil and natural gas producing properties including leasehold and mineral interests in the Giddings area.

The acquisition included a maximum of $ 40.0 million in additional contingent cash consideration based on future commodity prices.

The contingent consideration was 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.

All of the tranches of the contingent consideration were settled as of December 31, 2025 and the final tranche did not require a payment.

The Company recognized a gain of $ 1.4 million on the revaluation of the contingent consideration for the three months ended March 31, 2025.

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 Nine Months Ended

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

Three Months Ended

(In thousands) March 31, 2026 March 31, 2025

Federal $ 3,851 $ 12,145

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The Company is subject to U.S.

federal income tax and margin tax in the state of Texas.

federal income tax, Texas state margin tax, and Louisiana corporate income tax.

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.

The Company’s effective tax rates for the three months ended March 31, 2026 and 2025 were 17.2 % and 19.1 %, respectively.

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

On July 4, 2025, the U.S.

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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.

The impacts are reflected in the Company’s income tax provision for the quarter ended March 31, 2026, which resulted in a decrease in current tax expense offset by an increase in deferred tax expense.

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.

At March 31, 2026, there were 234.3 million shares of Class A Common Stock issued and 185.4 million shares of Class A Common Stock outstanding.

The holders of Class A 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.

1 unchanged sentence

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.

Class B Common Stock and Noncontrolling Interest

In February 2026, the Magnolia LLC Unit Holders redeemed 4.8 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 such shares of Class A Common Stock were subsequently sold by the Magnolia LLC Unit Holders to the public.

In addition, Magnolia LLC repurchased and subsequently cancelled the remaining 0.7 million Magnolia LLC Units (and a corresponding number of shares of Class B Common Stock) owned by Magnolia LLC Unit Holders for $ 19.8 million.

Noncontrolling interest in Magnolia’s consolidated subsidiaries includes amounts attributable to Magnolia LLC Units that were issued to the Magnolia LLC Unit Holders.

As of March 31, 2026, the aforementioned transactions eliminated the Company’s noncontrolling interest and Magnolia owned 100.0 % of the interest in Magnolia LLC.

Share Repurchase Program

As of March 31, 2026, the Company’s board of directors had authorized a share repurchase program of up to 60.0 million shares of Class A Common Stock.

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.

The Company had repurchased 48.4 million shares under the program at a cost of $ 945.4 million and had 11.6 million shares of Class A Common Stock remaining under its share repurchase authorization as of March 31, 2026.

Dividends and Distributions

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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 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:

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, 2026 and the year ended December 31, 2025, 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)

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(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 10, 2026 March 2, 2026 $ 0.165 $ 31,384 $ 30,473 $ 911

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(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 %.

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.

The Company’s board of directors adopted the “Magnolia Oil & Gas Corporation Long Term Incentive Plan” (as amended, 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, 2026.

The Company grants stock based compensation awards in the form of restricted stock units (“RSU”), performance restricted stock units (“PRSU”), and performance share units (“PSU”) 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.

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 $ 12.2 million and $ 6.5 million for the three months ended March 31, 2026 and 2025, 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.

The total income tax benefit recognized for stock that vested during the three months ended March 31, 2026 and 2025 was $ 5.7 million and $ 3.4 million, respectively.

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

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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.

The following table presents a summary of Magnolia’s unvested equity-classified RSU, PRSU, and PSU activity for the three months ended March 31, 2026.

Stock Units Performance Restricted

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Granted 787,056 26.17 — — 211,333 36.65

Modified — — — — ( 193,871 ) 22.36

Adjusted for performance multiple (2)

— — — — 52,553 24.69

Vested ( 707,530 ) 21.87 ( 306 ) 23.01 ( 182,435 ) 24.69

Forfeited ( 7,853 ) 23.50 — — — —

Unvested at September 30, 2025

Unvested at March 31, 2026

1,672,521 $ 24.00 3,259 $ 21.88 595,663 $ 27.43

(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.

(1) In February 2026, the Company modified the performance conditions of PSUs granted in 2024 and 2025, resulting in additional compensation expense of $ 0.7 million that will be recognized prospectively over the remaining service periods.

The modification affected fourteen grantees.

(2) Upon completion of the performance period for the PSUs granted in 2023, a performance multiple of 140 % was applied to each of the grants resulting in additional PSUs earned in 2026.

The weighted average grant date fair values of the RSUs and PSUs granted during the three months ended March 31, 2025 were $ 23.00 and $ 19.87 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 .

The Company grants service-based RSU awards to employees, which generally vest and settle ratably over a three-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.

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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 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 aggregate fair values of RSUs that vested during the three months ended March 31, 2026 and 2025 were $ 20.2 million and $ 10.9 million, respectively.

Unrecognized compensation expense related to unvested RSUs as of March 31, 2026 was $ 32.8 million, which the Company expects to recognize over a weighted average period of 2.2 years.

Performance Restricted Stock Units and Performance Share Units

The Company previously granted PRSUs to certain employees.

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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.

Compensation expense for the PRSU awards is based upon the 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 was $ 5.4 million.

The aggregate fair value of PRSUs that vested during the three months ended March 31, 2026 and the unrecognized compensation expense related to unvested PRSUs as of March 31, 2026 were 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 200 % 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.

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

In addition to satisfaction of 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, 2026 was $ 4.8 million.

Unrecognized compensation expense related to unvested equity-classified PSUs as of March 31, 2026 was $ 9.8 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 granted during the respective periods.

Three Months Ended

Equity-classified PSU Grant Date Fair Value Assumptions March 31, 2026 March 31, 2025

Expected term (in years)

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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.

The following table presents a summary of Magnolia’s unvested liability-classified PSU activity for the three months ended March 31, 2026.

Unvested at December 31, 2025

Granted 101,620

Modified 193,871

Unvested at September 30, 2025

Performance Stock Units

Adjusted for performance multiple (1)

Vested ( 94,921 )

Unvested at March 31, 2026

(1) Upon completion of the performance period for the PSUs granted in 2023, a performance multiple of 140 % was applied to each of the grants resulting in additional PSUs earned in 2026.

Performance Share 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 200 % 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

In addition to satisfaction of 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.

The aggregate fair value of liability-classified PSUs that vested during the three months ended March 31, 2026 was $ 2.3 million.

Unrecognized compensation expense related to unvested liability-classified PSUs as of March 31, 2026 was $ 5.1 million, which the Company expects to recognize over a weighted average period of 1.3 years.

The following table summarizes the Monte Carlo simulation assumptions used to remeasure the fair value of the liability-classified PSUs during the three months ended March 31, 2026.

Liability-classified PSU Remeasurement Fair Value Assumptions March 31, 2026

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 Nine Months Ended

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

Three Months Ended

(In thousands, except per share data) March 31, 2026 March 31, 2025

Net income attributable to Class A Common Stock $ 99,825 $ 102,927

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$ 0.54 $ 0.54

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.

For the three months ended March 31, 2026 and 2025, the Company excluded 2.6 million and 5.5 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.

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.”

Supplemental Cash Flow

For the three months ended March 31, 2026 and 2025, 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 Information

Supplemental cash flow disclosures are presented below:

Nine Months Ended

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

Three Months Ended

(In thousands) March 31, 2026 March 31, 2025

Supplemental cash items:

Cash paid for income taxes $ 8,400 $ 17,202

Cash paid (received) for income taxes, net $ ( 19,116 ) $ —

Cash paid for interest 441 441

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Accrued capital expenditures 48,825 40,955

Net liabilities assumed in connection with acquisitions — 6,997

Supplemental non-cash lease operating activity:

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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.

On May 1, 2026, the Company’s board of directors declared a quarterly cash dividend of $ 0.165 per share of Class A Common Stock payable on June 1, 2026 to shareholders or members of record, as applicable, as of May 12, 2026.

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