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 2025 Annual Meeting of Stockholders, including any adjournment or postponement of that meeting (the “Annual Meeting”).

Details of the 2025 Annual Meeting of Stockholders

The proxy materials, including this proxy statement, the proxy card and the 2024 Form 10-K, are being distributed or made available on or about March 20, 2025, to our stockholders of record as of the close of business on March 10, 2025 (the “Record Date”). The proxy statement and the 2024 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/MGY2025. In addition, information on how to obtain access to this list of stockholders will be available during the ten days preceding the Annual Meeting on our website at www.magnoliaoilgas.com/investors. 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 for the 2025 Annual Meeting previously mailed or made available to stockholders entitled to vote at the Annual Meeting.

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 2024 and beyond as we strive to develop oil and natural gas resources safely and responsibly. We plan to make data regarding our 2024 emissions available in our 2025 sustainability report, which we anticipate releasing in the summer of 2025.

​ Environmental Highlights

■Managing Greenhouse Gas Emissions: From 2019 to 2023, we reduced our Greenhouse Gas (GHG) intensity rate (our Scope 1 GHG emissions as a percentage of our gross operated production) by 12 percent.

■Efforts to Minimize Flaring: From 2019 to 2023, we reduced our flaring intensity rate (the amount of gas flared as a percentage of our total production) by 86 percent.

■Reducing Methane and Volatile Organic Compounds (“VOC”) Emissions: We continue to focus on methods to reduce our direct methane emissions, such as using low- and no-bleed pneumatic controllers across our operations.

■Lessening Surface Impacts: From 2022 to 2023, we reduced the number of hydrocarbon spills in our operations by 24 percent.

■Managing Drilling and Hydraulic Fracturing Operations Responsibly: We have made significant investments in electrification across our field operations to secure service for our facilities, upgrade the electric grid in areas where we operate, and provide power stabilization for our current and future developments.

Social Highlights

■Valuing Safety: In 2024, our full-time field employees each received an average of approximately 60 hours of safety training designed to enhance their skills.

■Fostering Workforce Opportunities: Magnolia is committed to creating and maintaining a workplace in which all employees have an opportunity to participate and contribute to the success of the business and are valued for their expertise, experience, and ideas.

■Developing a Winning Team and an Ownership Culture: For the second year in a row, Magnolia was recognized as a top workplace in the annual Houston Chronicle Top Workplaces survey, placing tenth among participating mid-sized companies in the greater Houston area in 2024 based on employee feedback on workplace satisfaction in several areas.

■Supporting Our Communities: We make a $1,000 donation annually on each employee's behalf to the charitable organization of their choice, and in 2024 the Company contributed $252,000 towards employee-directed donations to local and national non-profits.

Governance Highlights

■Valuing Independence: An independent, non-executive director serves as Chairman of the Board. All Board committees are comprised entirely of independent directors.

■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 2024, 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 2024, along with total stockholder return (“TSR”) and stock price appreciation 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 Board recommends that the advisory say-on-pay vote to approve executive compensation be held on an annual basis every year, as it believes this frequency best enables stockholders to timely express their views on Magnolia’s executive compensation program and provides the Board and the Compensation Committee with current guidance on stockholder sentiment.

The Audit Committeehas 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, 2025.