Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information required by

Entry into a Material Definitive Agreement. On August 5, 2026, Magnolia Oil & Gas Operating LLC (“Magnolia Operating”) and Magnolia Oil & Gas Finance Corp. (“Finance Corp.” and, together with Magnolia Operating, the “Issuers”) closed the previously announced private offering (the “Notes Offering”) of $500.0 million aggregate principal amount of 6.625% senior notes due 2034 (the “New Notes”). The New Notes were issued under the Indenture, dated as of August 5, 2026 (the “Closing Date”) (the “I…

Results of Operations and Financial Condition. On August 5, 2026, Magnolia Oil & Gas Corporation (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing its financial and operational results for the quarter ended June 30, 2026. The information furnished pursuant to this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as…

Other Events. On July 20, 2026, Magnolia Oil & Gas Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, as representative of the several underwriters listed in Schedule 1 thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell 46,315,790 shares of its Class A common stock, par value $0.0001 per share (“Common Stock”), at a price to the public of $23.75 per share (the “Equity Offering”).…

Other Events. On July 22, 2026, Magnolia Oil & Gas Operating LLC (“Magnolia Operating”) and Magnolia Oil & Gas Finance Corp. (“Finance Corp.” and, together with Magnolia Operating, the “Issuers”), each an indirect subsidiary of Magnolia Oil & Gas Corporation (the “Company”), issued a press release in accordance with Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), announcing that, subject to market conditions and other factors, the Issuers intend to offer for sal…

Entry Into a Material Definitive Agreement. Purchase Agreement On July 19, 2026, Magnolia Oil & Gas Corporation, a Delaware corporation (“Magnolia”), and Magnolia Oil & Gas Operating LLC, a Delaware limited liability company (“Buyer” and, together with Magnolia, the “Buyer Parties”), entered into a purchase and sale agreement (the “Purchase Agreement”) with WildFire Energy I LLC, a Delaware limited liability company (“Seller”), pursuant to which Buyer agreed to purchase from Seller 100% of th…

Any issuance of shares of common stock will be completed in reliance upon the exemption from the registration requirements of the Securities Act, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.

Regulation FD Disclosure. On July 20, 2026, Magnolia issued a press release announcing the entry into the Purchase Agreement. The full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. Also on July 20, 2026 , as announced in the press release, Magnolia will be hosting an investor call beginning at 8:00 a.m. Eastern Time to discuss the Acquisition. A copy of the investor call presentation is furnished as Exhibit 99.2 to this Current Report a…

Results of Operations and Financial Condition. On May 6, 2026, Magnolia Oil & Gas Corporation (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing its financial and operational results for the quarter ended March 31, 2026. The information furnished pursuant to this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as a…

Results of Operations and Financial Condition. On February 5, 2026, Magnolia Oil & Gas Corporation (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing its financial and operational results for the fourth quarter and full-year ended December 31, 2025. The information furnished pursuant to this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securiti…

Results of Operations and Financial Condition. On October 29, 2025, Magnolia Oil & Gas Corporation (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing its financial and operational results for the quarter ended September 30, 2025. The information furnished pursuant to this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1…

Results of Operations and Financial Condition. On July 30, 2025, Magnolia Oil & Gas Corporation (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing its financial and operational results for the quarter ended June 30, 2025. The information furnished pursuant to this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as…

Results of Operations and Financial Condition. On April 30, 2025, Magnolia Oil & Gas Corporation (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing its financial and operational results for the quarter ended March 31, 2025. The information furnished pursuant to this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, a…

Results of Operations and Financial Condition. On February 18, 2025, Magnolia Oil & Gas Corporation (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing its financial and operational results for the fourth quarter and full-year ended December 31, 2024. The information furnished pursuant to this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securit…

Director — Mr. Ropp: The excerpt details the compensation and equity award terms for a new director's appointment, which is a routine board composition change rather than an executive departure.

Termination of a Material Definitive Agreement. On November 26, 2024, in connection with the closing of the sale of the New Notes and pursuant to a notice of redemption delivered on November 14, 2024, the Issuers redeemed all of the outstanding 6.00% senior notes due 2026 (the “2026 Notes”) at a redemption price of 101.000% of the principal amount thereof, plus accrued and unpaid interest (the “Redemption”), in accordance with that certain Indenture, dated as of July 31, 2018 (as amended, sup…

Entry into a Material Definitive Agreement. Indenture and New Notes On November 26, 2024, Magnolia Oil & Gas Operating LLC (“Magnolia Operating”) and Magnolia Oil & Gas Finance Corp. (“Finance Corp.” and, together with Magnolia Operating, the “Issuers”) closed the previously announced private offering of $400.0 million aggregate principal amount of 6.875% senior notes due 2032 (the “New Notes”). The New Notes were issued under the Indenture, dated as of November 26, 2024 (the “Closing Date”)…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information required by

Entry into a Material Definitive Agreement. On November 13, 2024, Magnolia Oil & Gas Operating LLC (“Magnolia Operating”), a wholly-owned indirect subsidiary of Magnolia and Oil & Gas Corporation, amended and restated its existing senior secured reserve-based revolving credit facility (the “Amended and Restated RBL Facility”) in its entirety, providing for, among other things, maximum commitments in an aggregate principal amount of $1.5 billion with a letter of credit facility with a $50.0 mi…

Other Events. Notes Offering On November 12, 2024, Magnolia Oil & Gas Operating LLC (“Magnolia Operating”) and Magnolia Oil & Gas Finance Corp. (“Finance Corp.” and, together with Magnolia Operating, the “Issuers”), each an indirect subsidiary of Magnolia Oil & Gas Corporation, issued a press release in accordance with Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), announcing that, subject to market conditions and other factors, the Issuers intend to offer for…

Results of Operations and Financial Condition. On October 30, 2024, Magnolia Oil & Gas Corporation (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing its financial and operational results for the quarter ended September 30, 2024. The information furnished pursuant to this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1…

Results of Operations and Financial Condition. On July 31, 2024, Magnolia Oil & Gas Corporation (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing its financial and operational results for the quarter ended June 30, 2024. The information furnished pursuant to this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as…

Results of Operations and Financial Condition. On May 7, 2024, Magnolia Oil & Gas Corporation (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing its financial and operational results for the quarter ended March 31, 2024. The information furnished pursuant to this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as a…