Magnolia Oil & Gas Corp
For the period ended May 8, 2026. Filed Mar 24, 2026.
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May 8, 2026 · Filed Mar 24, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Magnolia Oil & Gas Corp****oration
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| | |
|---|---|
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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|---|---|---|
| | Christopher G. StavrosPresident, Chief Executive Officer, and Chairman of the Board | |
| Message from our CEO and Chairman Dear Stockholders of Magnolia Oil & Gas Corporation, On behalf of the Board of Directors (the “Board”) and employees of Magnolia Oil & Gas Corporation (“Magnolia,” the “Company,” “we,” “our,” and “us”), we cordially invite you to participate in our 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Friday, May 8, 2026, at 9:00 a.m. Central Time, via live webcast at www.virtualshareholdermeeting.com/MGY2026. The included Notice of 2026 Annual Meeting of Stockholders and this proxy statement serve as your guide to the business to be conducted during the Annual Meeting.In 2025, Magnolia continued to do more with less. We grew total company production by 11 percent to approximately 100 thousand barrels of oil equivalent (“BOE”) per day, with oil production growing by 4 percent. Better-than-expected well productivity during the first half of 2025 drove that growth, allowing us to save capital by deferring some well completions. Efficiency characterized drilling and completions activities in our Giddings area. Our team increased average drilled feet per day by 8 percent and average completed feet per day by 6 percent. We delivered all these results while reducing our lease operating expenses at the field level by 7 percent to $5.12 per BOE in 2025. Magnolia has maintained one of the lowest capital reinvestment rates among U.S. oil and gas producers over the past five years. That allowed us to generate free cash flow of $426.6 million(1) for the full year 2025. We remain consistently aligned with our investors as we returned approximately 75 percent(2) of that free cash flow to our stockholders through our growing base dividend and share repurchases of approximately 8.9 million shares in 2025, reducing our diluted share count by 4.4 percent. Finally, we completed approximately $67 million of bolt-on acquisitions, furthering our resource opportunity set.After capital expenditures, the significant return of cash to stockholders, and acquisitions, we ended the year with a cash balance of $267 million and just $400 million of long term debt. Magnolia’s balance sheet remains best-in-class in the industry, allowing us to navigate product price uncertainty while providing the liquidity and financial flexibility we need to pursue opportunistic bolt-on additions that enhance our portfolio.As we continue to grow our business, we remain focused on safeguarding the environment, supporting employees and communities, and governing with integrity. You can learn more about our governance endeavors focused on the environment, health and safety, and our community in our 2025 sustainability report. It includes details on our successful efforts to reduce our greenhouse gas intensity rate over the past five years, the financial support we provide local communities and vendors, and the experienced new directors we’ve added to our Board. I am proud of the ongoing focus on execution shown by the operating teams in our field locations and our Houston staff. As a team, we remain committed to efficient operation of our best-in-class oil and gas assets and to generating the highest return on those assets while spending the least amount of capital on drilling and completing wells.Your vote at this year’s Annual Meeting is important to Magnolia. We encourage you to sign and return your proxy card or vote by telephone or electronically over the Internet following the instructions on the Notice as soon as possible, to ensure your shares will be represented and voted at the Annual Meeting. Thank you for being a stockholder and for the trust you place in Magnolia. Sincerely, Christopher G. Stavros President, Chief Executive Officer, and Chairman of the Board | | |
| (1)A reconciliation of free cash flow to the nearest GAAP measure is set forth in Annex A.(2)Full year 2025 return to stockholders includes $205.5 million of share repurchases, $113.1 million of dividends to Class A stockholders, and $3.3 million of distributions to Class B stockholders, divided by the annual free cash flow (reconciled in Annex A). | ||
Forward-Looking Statements
This proxy statement includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical facts included or incorporated by reference in this proxy statement, including, without limitation, statements regarding Magnolia’s future financial position, business strategy, budgets, projected revenues, projected costs and plans and objectives of management for future operations, are forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “plan,” “believe,” or “continue” or similar terminology. Although Magnolia believes that the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to: (i) legislative, regulatory, or policy changes, including those following the change in presidential administrations; (ii) the market prices of oil, natural gas, natural gas liquids (“NGLs”), and other products or services; (iii) the supply and demand for oil, natural gas, NGLs, and other products or services, including the impacts of actions taken by OPEC and other state-controlled oil companies; (iv) production and reserve levels; (v) the timing and extent of the Company’s success in discovering, developing, producing, and estimating reserves; (vi) geopolitical and business conditions in key regions of the world; (vii) drilling risks; (viii) economic and competitive conditions; (ix) the availability of capital resources; (x) capital expenditures and other contractual obligations; (xi) weather conditions; (xii) inflation rates; (xiii) the availability of goods and services; (xiv) cybersecurity threats, including increased use of artificial intelligence technologies; (xv) the occurrence of property acquisitions or divestitures; (xvi) the integration of acquisitions; (xvii) the securities or capital markets and related risks such as general credit, liquidity, market, and interest-rate risks; and (xviii) other factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”). All of Magnolia’s forward-looking information is subject to risks and uncertainties that could cause actual results to differ materially from the results expected. Although it is not possible to identify all factors, these risks and uncertainties including the risk factors and the timing of any of those risk factors are further discussed in the reports that we have filed with the Securities and Exchange Commission (“SEC”), including our 2025 Form 10-K.
All subsequent written and oral forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements above. Except as otherwise required by applicable law, Magnolia assumes no duty to update or revise its forward-looking statements based on changes in internal estimates or expectations, to reflect events or circumstances after the date of this proxy statement, or otherwise.
Notice of 2026 Annual Meeting of Stockholders
March 24, 2026
To the Stockholders of Magnolia Oil & Gas Corporation:
NOTICE IS HEREBY GIVEN that the Magnolia Oil & Gas Corporation (“Magnolia,” the “Company,” “we,” “our” or “us”) 2026 Annual Meeting of Stockholders (the “Annual Meeting”) will be held on Friday, May 8, 2026, at 9:00 a.m. Central Time. The Annual Meeting will be held in a virtual meeting format only, conducted via live webcast at www.virtualshareholdermeeting.com/MGY2026, which allows us to provide real-time communication and easy access for stockholders and to facilitate participation since stockholders can join from any location. The Annual Meeting is being held for the following purposes:
| Proposal | Description | Board Recommendation |
|---|---|---|
| Proposal 1 | To elect eight directors to serve on our Board of Directors for a one year term, commencing on the date of the Annual Meeting | FOR each nominee |
| Proposal 2 | To approve an advisory, non-binding resolution regarding the compensation of Magnolia’s Named Executive Officers for 2025 (“say-on-pay vote”) | FOR |
| Proposal 3 | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2026 fiscal year | FOR |
We will also transact other business that may properly come before the Annual Meeting.
Voting
Only holders of record of Magnolia’s Common Stock at the close of business on March 9, 2026 (the “Record Date”) are entitled to receive notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof.
It is important that your shares are represented at the Annual Meeting and voted in accordance with your wishes. Even if you plan to attend the virtual Annual Meeting, we urge you to vote in advance electronically over the Internet or by telephone or, if you receive paper proxy materials, by completing and returning the enclosed proxy card.
| Internet | | Phone | | |||
|---|---|---|---|---|---|---|
| Go to www.proxyvote.com: You can use the Internet 24 hours a day to transmit your voting instructions. Have your proxy card or Notice of Internet Availability of Proxy Materials in hand when you access the website and follow the instructions. | | Call 1-800-690-6903: You can use any touchtone telephone. Have your proxy card in hand when you call and follow the instructions. | | If you received a printed copy of the proxy materials, you may submit your vote by completing, signing, and dating your proxy card and returning it in the prepaid envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. | ||
Notice of 2026 Annual Meeting of Stockholders
The Notice of Internet Availability of Proxy Materials for the 2026 Annual Meeting (the “Notice”), this proxy statement and the form of proxy card are first being sent or made available to stockholders on or about March 24, 2026, along with instructions on accessing our 2025 Form 10-K. The Notice, which will be mailed to most of our stockholders, provides instructions on how to access and review proxy materials over the Internet and submit proxies electronically. We believe the Notice process allows us to provide our stockholders with relevant information in a timely manner, while saving costs and reducing the environmental impact of our Annual Meeting. If you received the Notice and would instead prefer to receive a paper copy of the materials, you should follow the instructions for requesting such materials provided in the Notice.
We appreciate the confidence you have placed in us through your investment.
By order of the Board of Directors,
Timothy D. Yang**
**Executive Vice President, Chief Legal and Commercial Officer, Corporate Secretary and Land
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 8, 2026
The Notice of Internet Availability of Proxy Materials for the 2026 Annual Meeting (the “Notice”), the proxy statement for the 2026 Annual Meeting of Stockholders of Magnolia Oil & Gas Corporation (the “Annual Meeting”) and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) are available at: www.proxyvote.com.
You may vote electronically over the Internet using the instructions on the Notice, by telephone, or, if you received a paper copy of the proxy card, by signing and returning it in the envelope provided. You may revoke your proxy at any time before the Annual Meeting by following the instructions in this proxy statement. You may also attend the Annual Meeting virtually and vote on the Proposals when presented. You will need the 16-digit control number provided on your proxy card, voting instruction form, or Notice to vote at the Annual Meeting. See “Questions and Answers about the Annual Meeting” for information about voting by telephone or electronically over the Internet, how to revoke a proxy, and how to vote shares at the virtual Annual Meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.