Magnolia Oil & Gas Corp
For the period ended Sep 10, 2026. Filed Sep 14, 2026.
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Sep 10, 2026 · Filed Sep 14, 2026
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Contents
Introductory Note
As previously disclosed on July 20, 2026, Magnolia Oil & Gas Corporation, a Delaware corporation (“Magnolia”), and Magnolia Oil & Gas Operating LLC, a Delaware limited liability company (“Buyer”), 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 the issued and outstanding limited liability company interests (the “Acquisition”) of WildFire Intermediate Holdings, LLC (“Target”).
As consideration for the Acquisition and the transactions contemplated by the Purchase Agreement, the purchase price was comprised of (i) cash in the amount of $2,570 million, subject to final customary adjustments (the “Cash Consideration”), (ii) 32,203,000 shares of Magnolia’s Class A common stock (“common stock”), par value $0.0001 (the “Equity Consideration”) and (iii) the assumption of the 2029 Notes (as defined below).
The Acquisition closed on September 10, 2026 (the “Closing Date”). Immediately after the Acquisition closed, Target and certain subsidiaries of Target merged into Buyer and Buyer assumed the obligations under the 2029 Notes pursuant to the Supplemental Indenture (as defined below).
| Item 1.01 | Entry into a Material Definitive Agreement. |
The information set forth in the “Introductory Note” of this Current Report is hereby incorporated by reference into this Item 1.01.
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