What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 129 added, 69 removed, 400 unchanged (33% of the section changed)

3 unchanged sentences

(In thousands)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

ASSETS (Unaudited) (Audited)

42 unchanged sentences

(In thousands, except per share data)

Three Months Ended

March 31, 2026 March 31, 2025

Three Months Ended Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Oil revenues $ 373,759 $ 226,345 $ 631,088 $ 471,879

10 unchanged sentences

General and administrative expenses 29,151 23,278 60,595 47,867

Transaction related costs 3,200 — 3,200 —

Total operating expenses 239,310 211,167 470,057 425,646

26 unchanged sentences

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

For the Three Months Ended June 30, 2025

Shares Value Shares Value Shares Value

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

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

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

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

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

Dividends declared ($ 0.150 per share)

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

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

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

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

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

Balance, June 30, 2025

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

For the Three Months Ended June 30, 2026

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

Stock based compensation expense, net of forfeitures — — — — 9,401 — — — — 9,401 — 9,401

Common stock issued related to stock based compensation and other, net 54 — — — ( 112 ) — — — — ( 112 ) — ( 112 )

Class A Common Stock repurchases — — — — — 1,725 ( 49,328 ) — — ( 49,328 ) — ( 49,328 )

Dividends declared ($ 0.165 per share)

— — — — — — — ( 30,773 ) — ( 30,773 ) — ( 30,773 )

Net income — — — — — — — 181,776 — 181,776 — 181,776

Other comprehensive income — — — — — — — — 32 32 — 32

Balance, June 30, 2026

234,341 $ 24 — $ — $ 1,971,371 50,638 $ ( 1,010,065 ) $ 1,187,102 $ ( 1,555 ) $ 2,146,877 $ — $ 2,146,877

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 Accumulated Other Comprehensive Loss Total Stockholders’ Equity Noncontrolling Interest Total

For the Six Months Ended June 30, 2025

Shares Value Shares Value Shares Value

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

10 unchanged sentences

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

Balance, March 31, 2025

Balance, June 30, 2025

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

For the Three Months Ended March 31, 2026

For the Six Months Ended June 30, 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

12 unchanged sentences

Other comprehensive income — — — — — — — — 55 55 — 55

Balance, March 31, 2026

Balance, June 30, 2026

234,341 $ 24 — $ — $ 1,971,371 50,638 $ ( 1,010,065 ) $ 1,187,102 $ ( 1,555 ) $ 2,146,877 $ — $ 2,146,877

3 unchanged sentences

( In thousands)

Three Months Ended

March 31, 2026 March 31, 2025

Six Months Ended

June 30, 2026 June 30, 2025

CASH FLOWS FROM OPERATING ACTIVITIES

59 unchanged sentences

Summary of Significant Accounting Policies

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.

As of June 30, 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

7 unchanged sentences

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

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

Receivables from contracts with customers totaled $ 159.5 million as of June 30, 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 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

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.

During the six months ended June 30, 2026 and June 30, 2025, the Company completed various bolt-on property acquisitions of certain oil and natural gas assets totaling $ 156.2 million and $ 39.7 million, respectively.

All acquisitions were settled in cash and accounted for as asset acquisitions.

Fair Value Measurements

11 unchanged sentences

Long-Term Debt

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 of the 2032 Senior Notes at June 30, 2026 and December 31, 2025 was $ 407.4 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.

The carrying value of the 2032 Senior Notes, net of unamortized deferred financing costs, was $ 393.6 million and $ 393.3 million as of June 30, 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 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.

The fair value of the liability for future cash-settled stock based compensation was $ 7.6 million and $ 5.6 million as of June 30, 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.

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, which is considered a Level 2 input in the fair value hierarchy.

3 unchanged sentences

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.

There were no other material nonrecurring fair value measurements as of June 30, 2026 or December 31, 2025.

Other Current Liabilities

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

(In thousands) June 30, 2026 December 31, 2025

Accrued capital expenditures $ 46,586 $ 21,378

4 unchanged sentences

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

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

(In thousands) June 30, 2026 December 31, 2025

Revolving credit facility $ — $ —

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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 March 31, 2026, the Company was in compliance with all covenants under the RBL Facility.

As of June 30, 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 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.

The unamortized portion of the deferred financing costs is included in “Other long-term assets” on the Company’s consolidated balance sheets as of June 30, 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 June 30, 2026 and 2025, and $ 1.6 million for each of the six months ended June 30, 2026 and 2025.

The Company did no t have any outstanding borrowings under the RBL Facility as of June 30, 2026.

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 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 were issued under the Indenture, dated as of November 26, 2024 (the “2032 Notes 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.

1 unchanged sentence

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 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.

The unamortized portion of the deferred financing costs is included as a reduction to the carrying value of the 2032 Senior Notes, which has been recorded as “Long-term debt, net” on the Company’s consolidated balance sheets as of June 30, 2026 and December 31, 2025.

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

23 unchanged sentences

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.

The Company recognized a gain of $ 2.7 million and $ 4.0 million on the revaluation of the contingent consideration for the three and six months ended June 30, 2025, respectively.

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

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

Three Months Ended

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

Three Months Ended Six Months Ended

(In thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Federal $ 2,146 $ 3,854 $ 5,997 $ 16,000

8 unchanged sentences

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

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

The Company’s effective tax rates for the three months ended June 30, 2026 and 2025 were 21.8 % and 20.5 %, respectively, and 20.2 % and 19.7 % for the six months ended June 30, 2026 and 2025, 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.

3 unchanged sentences

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 March 31, 2026, 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 three and six months ended June 30, 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 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.

At June 30, 2026, there were 234.3 million shares of Class A Common Stock issued and 183.7 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.

5 unchanged sentences

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.

As of June 30, 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.

As of June 30, 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.

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 Amended Insider Trading and Regulation FD Policy.

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

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.

The Company had repurchased 50.1 million shares under the program at a cost of $ 994.7 million and had 9.9 million shares of Class A Common Stock remaining under its share repurchase authorization as of June 30, 2026.

Dividends and Distributions

1 unchanged sentence

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

The following table sets forth information with respect to cash dividends and distributions declared by the Company’s board of directors during the three months ended March 31, 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:

The following table sets forth information with respect to cash dividends and distributions declared by the Company’s board of directors during the six months ended June 30, 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)

4 unchanged sentences

(In thousands, except per share amounts)

May 12, 2026 June 1, 2026 $ 0.165 $ 30,773 $ 30,773 $ —

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

7 unchanged sentences

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.

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

1 unchanged sentence

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

Stock based compensation expense is recognized net of forfeitures within “General and administrative expenses” and “Lease operating expenses” on the consolidated statements of operations and was $ 12.2 million and $ 6.5 million for the three months ended March 31, 2026 and 2025, 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 $ 9.7 million and $ 7.3 million for the three months ended June 30, 2026 and 2025, respectively, and $ 21.9 million and $ 13.9 million for the six months ended June 30, 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 three months ended March 31, 2026 and 2025 was $ 5.7 million and $ 3.4 million, respectively.

The total income tax benefit recognized for stock that vested during the six months ended June 30, 2026 and 2025 was $ 6.1 million and $ 3.6 million, respectively.

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

3 unchanged sentences

Equity-Classified Stock Based Compensation

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

The following table presents a summary of Magnolia’s unvested equity-classified RSU, PRSU, and PSU activity for the six months ended June 30, 2026.

Stock Units Performance Restricted

8 unchanged sentences

Forfeited ( 10,188 ) 23.58 — — — —

Unvested at March 31, 2026

Unvested at June 30, 2026

1,664,444 $ 24.20 — $ — 595,663 $ 27.43

2 unchanged sentences

(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.

The weighted average grant date fair values of the RSUs and PSUs granted during the six months ended June 30, 2025 were $ 22.82 and $ 19.87 per share, respectively.

Restricted Stock Units

4 unchanged sentences

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

The aggregate fair 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.

The aggregate fair values of RSUs that vested during the six months ended June 30, 2026 and 2025 were $ 21.7 million and $ 11.9 million, respectively.

Unrecognized compensation expense related to unvested RSUs as of June 30, 2026 was $ 27.4 million, which the Company expects to recognize over a weighted average period of 2.1 years.

Performance Restricted Stock Units and Performance Share Units

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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 aggregate fair value of PRSUs that vested during the six months ended June 30, 2026 and June 30, 2025 was $ 0.1 million and $ 5.4 million, respectively.

The Company grants equity-classified PSUs to certain employees.

1 unchanged sentence

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 aggregate fair value of equity-classified PSUs that vested during the six months ended June 30, 2026 was $ 4.8 million.

Unrecognized compensation expense related to unvested equity-classified PSUs as of June 30, 2026 was $ 7.1 million, which the Company expects to recognize over a weighted average period of 2.0 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

Six Months Ended

Equity-classified PSU Grant Date Fair Value Assumptions June 30, 2026 June 30, 2025

Expected term (in years)

3 unchanged sentences

Liability-Classified Stock Based Compensation

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

The following table presents a summary of Magnolia’s unvested liability-classified PSU activity for the six months ended June 30, 2026.

Unvested at December 31, 2025

2 unchanged sentences

Vested ( 94,921 )

Unvested at March 31, 2026

Unvested at June 30, 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.

3 unchanged sentences

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

The aggregate fair value of liability-classified PSUs that vested during the six months ended June 30, 2026 was $ 2.3 million.

Unrecognized compensation expense related to unvested liability-classified PSUs as of June 30, 2026 was $ 2.3 million, which the Company expects to recognize over a weighted average period of 1.5 years.

The following table summarizes the Monte Carlo simulation assumptions used to remeasure the fair value of the liability-classified PSUs during the six months ended June 30, 2026.

Liability-classified PSU Remeasurement Fair Value Assumptions June 30, 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

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

Three Months Ended Six Months Ended

(In thousands, except per share data) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Net income attributable to Class A Common Stock $ 181,776 $ 78,117 $ 281,601 $ 181,044

12 unchanged sentences

$ 0.97 $ 0.41 $ 1.51 $ 0.95

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.

For the six months ended June 30, 2026, the Company excluded 1.3 million 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 both the three and six months ended June 30, 2025, the Company excluded 5.5 million of weighted average shares of Class A Common Stock issuable upon the exchange of Class B Common Stock (and corresponding Magnolia LLC Units) as the effect was anti-dilutive.

Related Party Transactions

For the three months ended March 31, 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.”

For the six months ended June 30, 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:

Three Months Ended

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

Six Months Ended

(In thousands) June 30, 2026 June 30, 2025

Supplemental cash items:

6 unchanged sentences

Subsequent Events

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.

WildFire Acquisition

On July 19, 2026 (the “WildFire Execution Date”), Magnolia Oil & Gas Corporation and Magnolia Operating entered into that certain Purchase and Sale Agreement (the “WildFire Purchase Agreement,” and the transactions contemplated thereby, the “WildFire Acquisition”) with WildFire Energy I LLC, a Delaware limited liability company, pursuant to which Magnolia Operating agreed to acquire 100 % of the issued and outstanding limited liability company interests of WildFire Intermediate Holdings, LLC, a Delaware limited liability company (the “WildFire Acquisition”).

The transaction is valued at approximately $ 4 billion.

It was unanimously approved by the Magnolia’s Board of Directors.

Risk Factors for a discussion of risks related to the WildFire Acquisition.

The WildFire Acquisition will be funded with approximately $ 2.65 billion cash consideration, 32.2 million shares of Class A Common Stock, and the assumption of $ 600 million of WildFire’s 7.50 % Senior Notes due 2029 (the “WildFire Notes”).

The cash consideration will be comprised of cash on hand, the net proceeds from the issuance of the 2034 Senior Notes and the July 2026 Equity Offering, and borrowings under the Company’s revolving credit facility, each discussed below.

The WildFire Purchase Agreement contains customary representations, warranties and covenants by each of Magnolia and WildFire Seller (on behalf of itself and certain of its to be acquired subsidiaries).

The WildFire Acquisition has an effective date of June 1, 2026 and is expected to close within approximately 45 days following the WildFire Execution Date, subject to satisfaction or waiver of certain customary closing conditions, including the accuracy of the representations and warranties of each party, compliance by each party in all material respects with its covenants and the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”).

The WildFire Purchase Agreement contains certain customary termination rights.

Third Amended and Restated RBL Facility

On July 19, 2026, Magnolia Operating executed a third amendment and restatement of its senior secured reserve-based revolving credit facility (the “Amended and Restated RBL Facility”) that amends the RBL Facility in its entirety, which upon the satisfaction of customary conditions, including the execution and delivery of definitive documentation with respect to the Amended and Restated RBL Facility and the consummation of the WildFire Acquisition, will provide for, among other things, maximum commitments in an aggregate principal amount of $ 2.25 billion with a letter of credit facility with a $ 100 million sublimit and a swingline facility with a $ 50 million sublimit, with an initial borrowing base of $ 2 billion and borrowing capacity of $ 1.75 billion that are subject to adjustments to the extent oil and gas assets are excluded from the WildFire Acquisition, and extend the maturity date to the earlier of (x) the fifth anniversary of the effectiveness of the Amended and Restated RBL Facility and (y) the date that is 91 days prior to the stated maturity date of the WildFire Notes (or, to the extent earlier than the fifth anniversary of the effectiveness of the Amended and Restated RBL Facility, the date that is 91 days prior to the stated maturity date of any indebtedness that refinances the WildFire Notes and that is permitted under the Amended and Restated RBL Facility) if the outstanding aggregate principal amount of such notes equals or exceeds $ 100 million on such date.

Bridge Facility Commitment Letter

On July 19, 2026, Magnolia Operating entered into a commitment letter (the “Commitment Letter”) among Magnolia Operating and the lenders party thereto, pursuant to which the lenders committed to provide up to $ 1.50 billion of senior unsecured

loans under a senior 364 -day unsecured bridge term loan facility (the “Bridge Facility”), subject to certain conditions.

The Bridge Facility was intended solely as a backstop source of financing to support the consummation of the WildFire Acquisition in the event that permanent financing could not be obtained on acceptable terms.

Because Magnolia Operating has obtained the financing necessary to fund the WildFire Acquisition, it does not expect to borrow under the Bridge Facility.

Any borrowing under the Bridge Facility would have been subject to the satisfaction of customary conditions, including the execution and delivery of definitive documentation and the consummation of the WildFire Acquisition.

Equity Offering

On July 22, 2026, the Company completed an underwritten public offering of 53.3 million shares of its Class A Common Stock in which the Company received net cash proceeds of approximately $ 1.2 billion after underwriting discounts and commissions.

The Company intends to use the net proceeds from this equity offering to fund a portion of the aggregate purchase price of the WildFire Acquisition or, if the WildFire Acquisition is not consummated, for general corporate purposes, including repayment of outstanding indebtedness and to fund capital expenditures.

Senior Notes Issuance

On August 5, 2026, Magnolia Operating and Magnolia Oil & Gas Finance Corp.

issued $ 500 million of 6.625 % senior notes due 2034 (the “2034 Senior Notes”) in a 144A private placement.

The 2034 Senior Notes were issued at par resulting in aggregate net proceeds to the Company of approximately $ 492.5 million after deducting the debt issuance costs (excluding estimated offering expenses).

The Company intends to use the net proceeds from the 2034 Senior Notes to fund a portion of the purchase price of the WildFire Acquisition.

The 2034 Senior Notes mature on August 15, 2034 and pay interest at the rate of 6.625 % per year, payable on February 15 and August 15 of each year.

If (i) the consummation of the WildFire Acquisition does not occur on or before March 19, 2027 or (ii) prior thereto, Magnolia Operating notifies the trustee of the 2034 Senior Notes that it will not pursue the consummation of the WildFire Acquisition, Magnolia Operating will be required to redeem all notes then outstanding at a redemption price equal to 100 % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date upon which such notes will be redeemed.

Subsequent to June 30, 2026, the Company entered into costless collar derivative contracts for a portion of the Company’s expected oil production.

Production covered under these contracts includes 3.2 million barrels of oil in 2026 and 2.7 million barrels of oil in 2027, with established weighted average floor prices of $ 72.14 and $ 70.00 per barrel respectively, and weighted average ceiling prices of $ 91.09 and $ 83.28 per barrel, respectively.

Dividend Announcement

On July 29, 2026, the Company’s board of directors declared a quarterly cash dividend of $ 0.18 per share of Class A Common Stock payable on September 1, 2026 to shareholders, as applicable, as of August 10, 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