Magnolia Oil & Gas Corp
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
MGY$23.67+0.6%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001698990-26-000019
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001698990-26-000030
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 37 previous paragraphs and 32 current paragraphs.
20 unchanged; 8 reworded; 4 added; 9 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
Unregistered Sales of Equity Securities
Current report
On September 10, 2026, the Company issued 32,203,000 shares of Class A Common Stock to WildFire Seller in connection with the WildFire Acquisition. The issuance of shares of Class A Common Stock was 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.
Current report
Share Repurchase
Current report
The required disclosure under Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this report.
Removed paragraphs (9)
Previous report
The WildFire Acquisition is subject to a number of conditions to the obligations of Magnolia and WildFire Energy I LLC (the “WildFire Seller”) to complete such acquisition, which, if not fulfilled, or not fulfilled in a timely manner, may result in termination of the WildFire Purchase Agreement.
Previous report
The WildFire Purchase Agreement contains a number of conditions to the consummation of the WildFire Acquisition, including, among others:
Previous report
•the expiration or termination of the applicable waiting period under the HSR Act (“HSR Approval”);
Previous report
•the absence of orders or injunctions that prohibit the consummation of the applicable acquisition;
Previous report
•subject to certain exceptions, the accuracy of representations and warranties with respect to Magnolia’s businesses and the WildFire Seller’s business, including, with respect to the WildFire Seller, representations and warranties regarding ownership and operation of the Seller, which generally must be true and correct as of the closing of the WildFire Purchase Agreement except for inaccuracies that would not, in the aggregate, have a material adverse effect; and
Previous report
•subject to specified materiality thresholds in the WildFire Purchase Agreement, the aggregate values of title defects (less any offsetting title benefits), environmental defects, casualty losses, and exclusions related to the exercise of third-party consents or preferential purchase rights applicable to the WildFire Seller shall not exceed 15% of the unadjusted aggregate purchase price.
Previous report
If any of these conditions are not satisfied or waived prior to October 13, 2026 (or if all such conditions other than the HSR Approval are satisfied or waived by October 13, 2026, prior to March 12, 2027), it is possible that the WildFire Purchase Agreement may be terminated. The WildFire Purchase Agreement may also be subject to termination if at any time a final, non-appealable order or injunction prohibits the consummation of the WildFire Acquisition. In addition, satisfying the conditions to and the consummation of the WildFire Acquisition may take longer and could cost more than Magnolia or the WildFire Seller expects. Many of the conditions to the consummation of the WildFire Acquisition are not within Magnolia’s control or the WildFire Seller’s control, and the parties cannot predict when or if these conditions will be satisfied. Any delay in completing the WildFire Acquisition may adversely affect the cost savings and other benefits that Magnolia expects to achieve if the WildFire Acquisition and the integration of the parties’ respective businesses are completed within the expected timeframe.
Previous report
In addition, to the extent the WildFire Acquisition is not consummated, the proceeds from this offering will be applied to reduce indebtedness which may ultimately be reborrowed.
Reworded paragraphs (8)
Previous wording
If the WildFire Acquisition is consummated, Magnolia may be unable to successfully integrate WildFire into the business or achieve the anticipated benefits of the WildFire Acquisition.
Current wording
Magnolia may be unable to successfully integrate WildFire into the business or achieve the anticipated benefits of the WildFire Acquisition.
Previous wording
The accuracy of these assessments is inherently uncertain. In connection with these assessments, Magnolia has performed a review of the subject properties that the Company believes to be generally consistent with industry practices. The review was based on the Company’s analysis of historical production data, assumptions regarding capital expenditures and anticipated production declines. Data used in such review was furnished by the WildFire Seller or obtained from publicly available sources. Magnolia’s review may not reveal all existing or potential problems or permit the Company to fully assess the deficiencies and potential recoverable reserves for all of the acquired properties, and the reserves and production related to the WildFire Seller may differ materially after such data is reviewed further by Magnolia. Inspections will not always be performed on every well, and environmental conditions or issues are not necessarily observable even when an inspection is undertaken. Even when issues are identified, the WildFire Seller may be unwilling or unable to provide effective contractual protection against all or a portion of the underlying deficiencies. Magnolia is often not entitled to contractual indemnification for environmental liabilities and acquire properties on an “as is” basis, and, as is the case with certain liabilities associated with WildFire, Magnolia is entitled to indemnification for only certain environmental liabilities. The integration process may be subject to delays or changed circumstances, and Magnolia can give no assurance that WildFire will perform in accordance with the Company’s expectations or that the Company’s expectations with respect to integration or cost savings as a result of the WildFire Acquisition will materialize.
Current wording
The accuracy of these assessments is inherently uncertain. In connection with these assessments, Magnolia has performed a review of the subject properties that the Company believes to be generally consistent with industry practices. The review was based on the Company’s analysis of historical production data, assumptions regarding capital expenditures and anticipated production declines. Data used in such review was furnished by the WildFire Seller or obtained from publicly available sources. Magnolia’s review may not reveal all existing or potential problems or permit the Company to fully assess the deficiencies and potential recoverable reserves for all of the acquired properties, and the reserves and production related to WildFire may differ materially after such data is reviewed further by Magnolia. Inspections will not always be performed on every well, and environmental conditions or issues are not necessarily observable even when an inspection is undertaken. Even when issues are identified, the WildFire Seller may be unwilling or unable to provide effective contractual protection against all or a portion of the underlying deficiencies. Magnolia is often not entitled to contractual indemnification for environmental liabilities and acquires properties on an “as is” basis, and, as is the case with certain liabilities associated with the WildFire Acquisition, Magnolia is entitled to indemnification for only certain environmental liabilities. The integration process may be subject to delays or changed circumstances, and Magnolia can give no assurance that the WildFire Acquisition will perform in accordance with the Company’s expectations or that the Company’s expectations with respect to integration or cost savings as a result of the WildFire Acquisition will materialize.
Previous wording
Magnolia will incur significant transaction costs in connection with the WildFire Acquisition.
Current wording
Magnolia has incurred and is expected to continue to incur significant transaction and integration costs in connection with the WildFire Acquisition.
Previous wording
Securities class action and derivative lawsuits may be brought against us in connection with the WildFire Acquisition, which could result in substantial costs.
Current wording
Securities class action and derivative lawsuits may be brought against Magnolia in connection with the WildFire Acquisition, which could result in substantial costs.
Previous wording
The pendency of the WildFire Acquisition could adversely affect Magnolia’s business, results of operations and financial condition.
Current wording
The WildFire Acquisition could adversely affect Magnolia’s business, results of operations and financial condition.
Previous wording
The pendency of the WildFire Acquisition could cause disruptions in Magnolia’s business, which could have an adverse effect on Magnolia’s business, results of operations and financial condition. In particular, the attention of Magnolia’s management may be directed towards the WildFire Acquisition, including obtaining required approvals and other transaction-related considerations and may be diverted from our day-to-day business operations, and matters related to the WildFire Acquisition may require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to the Company. Any of these matters could adversely affect Magnolia’s business, or harm our results of operations, financial condition or cash flows, even after the WildFire Acquisition is consummated.
Current wording
The WildFire Acquisition could cause disruptions in Magnolia’s business, which could have an adverse effect on Magnolia’s business, results of operations and financial condition. In particular, the attention of Magnolia’s management may be directed towards the integration of WildFire and may be diverted from Magnolia’s day-to-day business operations. Any of these matters could adversely affect Magnolia’s business, or harm the Company’s results of operations, financial condition or cash flows.
Previous wording
(1)The Company’s board of directors has authorized a share repurchase program of up to 60.0 million shares of Class A Common Stock. The program does not require purchases to be made within a particular time frame.
Current wording
(1)As of September 30, 2026, the Company’s board of directors had authorized a share repurchase program of up to 60.0 million shares of Class A Common Stock. The program does not require purchases to be made within a particular time frame. On November 2, 2026, the Company’s board of directors increased the share repurchase authorization by an additional 15.0 million shares of Class A Common Stock, which increased the remaining total authorization to 22.6 million shares.
Previous wording
During the six months ended June 30, 2026, outside of the share repurchase program, Magnolia LLC repurchased and subsequently canceled a total of 0.7 million Magnolia LLC Units with an equal number of shares of corresponding Class B Common Stock for cash consideration of $19.8 million at an average price of $26.39 per share. For further detail, see Note 10—Stockholders’ Equity in the notes to the consolidated financial statements included in this Quarterly Report on Form 10-Q.
Current wording
During the nine months ended September 30, 2026, outside of the share repurchase program, Magnolia LLC repurchased and subsequently canceled a total of 0.7 million Magnolia LLC Units with an equal number of shares of corresponding Class B Common Stock for cash consideration of $19.8 million at an average price of $26.39 per share. For further detail, see Note 12—Stockholders’ Equity in the notes to the consolidated financial statements included in this Quarterly Report on Form 10-Q.