Magnolia Oil & Gas Corp

The Board of Directors (the “Board”) of Magnolia Oil & Gas Corporation (“Magnolia,” the “Company,” “we,” “our” and “us”) is furnishing you this proxy statement in connection with the Company’s solicitation of proxies to be voted at our 2026 Annual Meeting of Stockholders, including any adjournment or postponement of that meeting (the “Annual Meeting”).

Details of the 2026 Annual Meeting of Stockholders

The proxy materials, including this proxy statement, the proxy card and the 2025 Form 10-K, are being distributed or made available on or about March 24, 2026, to our stockholders of record as of the close of business on March 9, 2026 (the “Record Date”). The proxy statement and the 2025 Form 10-K are available online at www.magnoliaoilgas.com/investors/filings/sec-filings, and our proxy materials may also be accessed at www.proxyvote.com.

Beginning 15 minutes prior to, and during, the virtual Annual Meeting, a complete list of our stockholders of record entitled to vote at the Annual Meeting will be available for viewing by stockholders for any purpose germane to the meeting at www.virtualshareholdermeeting.com/MGY2026. Stockholders requesting access to the list will be asked to provide the 16- digit control number found on their proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials previously mailed or made available to stockholders entitled to vote at the Annual Meeting. In addition, the Company will maintain this list of stockholders at its corporate offices in Houston, Texas for a period of ten days preceding the Annual Meeting, which list will be open to examination by any stockholder for any purpose germane to the Annual Meeting during ordinary business hours.

Summary Investment Highlights

Director Nominees

Board Demographics

Governance and Sustainability

In line with our core value of integrity, Magnolia is committed to strong corporate governance principles and practices. Our Board of Directors oversees our business affairs in the best interests of our stakeholders, including our stockholders, with a focus on our long term health and success as an organization. We also continue to make progress on key sustainability measures, building on our track record in 2025 and beyond as we strive to develop oil and natural gas resources safely and responsibly. We plan to make data regarding our 2025 emissions available in our 2026 sustainability report, which we anticipate releasing in the summer of 2026.

Environmental Highlights

■Managing Greenhouse Gas Emissions: From 2020 to 2024, we reduced our Greenhouse Gas (GHG) intensity rate (our Scope 1 GHG emissions as a percentage of our gross operated production) by 21 percent.

■Efforts to Minimize Flaring: From 2020 to 2024, we reduced our flaring intensity rate (the amount of gas flared as a percentage of our total production) by 68 percent. Because routine flaring is not consistent with our operational standards, we worked during integration to bring newly acquired assets that did not previously follow this approach into alignment with our standards.

■Monitoring Fugitive Emissions: In 2025, we enhanced the accuracy of our methane emissions reporting through several key initiatives, including a dedicated Leak Detection and Repair (“LDAR”) team comprised entirely of Magnolia employees, quarterly aerial surveys of all sites, and the installation of continuous methane monitoring devices at selected locations.

■Vapor Recovery Measures: We increased the vapor compression horsepower deployed in our field operations, growing capture capacity from 15 to 26 million cubic feet per day as we entered 2025.

■Reducing Diesel Use and Emissions: We utilize various systems in our drilling and hydraulic fracturing operations to reduce fuel consumption, extend equipment maintenance intervals, and reduce idle time.

Social Highlights

■Maintaining Safe Operations: In 2025, our full-time field employees, on average, received approximately 60 hours of Health, Safety, and Environmental training designed to enhance their skills.

■Developing a Winning Team and an Ownership Culture: For the third year in a row, Magnolia was recognized as a top workplace in the annual Houston Chronicle Top Workplaces survey, placing sixth among participating mid-sized companies in the greater Houston area in 2025 based on employee feedback on workplace satisfaction in several areas.

■Supporting Our Communities: In addition to making a $1,000 donation annually on each employee's behalf to the charitable organization of their choice, we contribute through our Field Giving Program to provide direct donations to non-profit organizations in local communities where Magnolia operates.

■Making Local Impacts: In 2025, over 90 percent of the new hires in our field locations came from the communities where they work or nearby locations and most continue to live in those communities. We further seek to make positive economic and social impacts in the areas where we operate through royalty, lease, and surface payments to Texas residents, tax payments to fund improvements in Texas communities, and our focus on sourcing and prioritizing Texas-based vendors and service providers to support our operations, whenever possible.

Governance Highlights

■Valuing Independence: Seven of our eight directors are independent, and all Board committees are comprised entirely of independent directors. An independent, non-executive director serves as Lead Independent Director.

■Annual Director Elections: All of our directors are elected on an annual basis.

■Promoting Strong Corporate Governance Practices: We regularly review our Board committee charters, Corporate Governance Guidelines, Code of Business Conduct and Ethics, and other governance documents.

■Actively Engaging with Stockholders: During 2025, we met with stockholders representing more than 60 percent of Magnolia’s outstanding shares.

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Our Executive Compensation Practices

In furtherance of our strategic priorities, we have designed our incentive programs to primarily focus on metrics that lead to value creation, such as Operating Margin, Free Cash Flow Percentage, and Net Debt to EBITDAX goals, which collectively comprised 75 percent of our annual cash bonus awards in 2025, along with total stockholder return (“TSR”) metrics, which are used in connection with our long term equity-based compensation program. In addition, the table below highlights practices we follow to promote good governance and create further alignment with our stockholders:

Executive Compensation Components

The Audit Committee has appointed KPMG, which has been our independent audit firm since February 2017, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.