Magnolia Oil & Gas Corp

7. Other Current Liabilities

The following table provides detail of the Company’s other current liabilities as of the periods presented:

8. Asset Retirement Obligations

The following table summarizes the changes in the Company’s asset retirement obligations for the periods presented:

At September 30, 2026 and December 31, 2025, the current portion of the total asset retirement obligations balance was $3.0 million and $0.9 million, respectively, and is included in “Other current liabilities” on the Company’s consolidated balance sheets.

Asset retirement obligations reflect the present value of the estimated future costs associated with the plugging and abandonment of oil and natural gas wells, removal of equipment and facilities from leased acreage, and land restoration in accordance with applicable local, state, and federal laws. Inherent in the fair value calculation of asset retirement obligations are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, and timing of settlement. To the extent future revisions to these assumptions impact the value of the existing asset retirement obligations liability, a corresponding offsetting adjustment is made to the oil and natural gas property balance.

9. Long-term Debt

The Company’s long-term debt is comprised of the following:

Credit Facility

The existing revolving credit facility was entered into by and among Magnolia Operating, as borrower, Magnolia Intermediate, as its holding company, the banks, financial institutions, and other lending institutions from time to time party thereto, as lenders, the other parties from time to time party thereto and Citibank, N.A., as administrative agent, collateral agent, issuing bank, and swingline lender. On July 19, 2026, Magnolia Operating executed a third amendment and restatement of its senior secured reserve-based revolving credit facility (the “RBL Facility”) that amends the existing revolving credit facility in its entirety and provides for, among other things, maximum commitments in an aggregate principal amount of $2.25 billion with a letter of credit facility with a $100.0 million sublimit and a swingline facility with a $50.0 million sublimit, with an initial borrowing base of $2.0 billion, subject to semi-annual redeterminations, and borrowing capacity of $1.75 billion, and extend the maturity date to the earlier of (x) the fifth anniversary of the effectiveness of the RBL Facility, which occurred on September 10, 2026, and (y) the date that is 91 days prior to the stated maturity date of the WildFire Senior Notes (or, to the extent earlier than the fifth anniversary of the effectiveness of the RBL Facility, the date that is 91 days prior to the stated maturity date of any indebtedness that refinances the WildFire Senior Notes and that is permitted under the RBL Facility) if the outstanding aggregate principal amount of such notes equals or exceeds $100.0 million on such date. The RBL Facility is guaranteed by certain parent companies and subsidiaries of

Magnolia LLC and is collateralized by certain of Magnolia Operating’s oil and natural gas properties. The RBL Facility matures on September 10, 2031, subject to the springing maturity described above.

Borrowings under the RBL Facility bear interest, at Magnolia Operating’s option, at a rate per annum equal to either the term SOFR rate or the alternative base rate plus the applicable margin. Additionally, Magnolia Operating is required to pay a commitment fee quarterly in arrears in respect of unused commitments under the RBL Facility. The applicable margin and the commitment fee rate are calculated based upon the utilization levels of the RBL Facility as a percentage of elected lender commitments then in effect during non-investment grade periods or based upon the applicable credit ratings of Magnolia Operating during investment grade periods. The RBL Facility contains certain affirmative and negative covenants customary for financings of this type, including compliance with a leverage ratio of less than or equal to 3.50 to 1.00 and a current ratio of greater than or equal to 1.00 to 1.00. As of September 30, 2026, the Company was in compliance with all covenants under the RBL Facility.

During the nine months ended September 30, 2026, the Company incurred approximately $14.0 million of lender and transaction fees related to the modification, which were recorded as deferred financing costs and will be amortized prospectively over the remaining term of the RBL Facility.

Deferred financing costs in connection with the RBL Facility are amortized on a straight-line basis over a period offive years from September 2026 to September 2031 and included in “Interest expense, net” in the Company’s consolidated statements of operations. The unamortized portion of the deferred financing costs is included in “Other long-term assets” on the Company’s consolidated balance sheets as of September 30, 2026 and December 31, 2025.

The Company recognized interest expense related to the RBL Facility, including its previous amendments, of $2.8 million and $0.8 million for the three months ended September 30, 2026 and 2025, respectively, and $4.4 million and $2.4 million for the nine months ended September 30, 2026 and 2025, respectively.

The Company had outstanding borrowings of $435.0 million under the RBL Facility as of September 30, 2026.

Senior Notes

On November 26, 2024, the Issuers issued and sold $400.0 million aggregate principal amount of 2032 Senior Notes in a private placement under Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The 2032 Senior Notes were issued under the Indenture, dated as of November 26, 2024 (the “2032 Notes Indenture”), by and among the Issuers, the Company, the guarantors named therein, and Regions Bank, as trustee. The 2032 Senior Notes are guaranteed on a senior unsecured basis by the Company, Magnolia LLC, Magnolia Oil & Gas Holdings LLC, Magnolia Intermediate and Magnolia Midstream LLC and may be guaranteed by certain future subsidiaries of the Company. The 2032 Senior Notes will mature on December 1, 2032 and bear interest at the rate of 6.875% per annum.

At any time prior to December 1, 2027, the Issuers may, on any one or more occasions, redeem all or a part of the 2032 Senior Notes at a redemption price equal to 100% of the principal amount of the 2032 Senior Notes redeemed, plus a “make whole” premium in addition to accrued and unpaid interest, if any, to, but excluding, the date of redemption. After December 1, 2027, the Issuers may redeem all or a part of the 2032 Senior Notes based on principal plus a set premium, as set forth in the 2032 Notes Indenture, including any accrued and unpaid interest.

On August 5, 2026, the Issuers issued and sold $500.0 million of 2034 Senior Notes in a private placement under Rule 144A and Regulation S under the Securities Act. The 2034 Senior Notes were issued under the Indenture, dated as of August 5, 2026 (the “2034 Notes Indenture”), by and among the Issuers, the Company, the guarantors named therein, and Regions Bank, as trustee. The 2034 Senior Notes are guaranteed on a senior unsecured basis by the Company, Magnolia LLC, Magnolia Oil & Gas Holdings LLC, Magnolia Intermediate and Magnolia Midstream LLC and may be guaranteed by certain future subsidiaries of the Company. The 2034 Senior Notes mature on August 15, 2034 and pay interest at the rate of 6.625% per annum.

At any time prior to August 15, 2029, the Issuers may, on any one or more occasions, redeem all or a part of the 2034 Senior Notes at a redemption price equal to 100% of the principal amount of the 2034 Senior Notes redeemed, plus a “make whole” premium in addition to accrued and unpaid interest, if any, to, but excluding, the date of redemption. After August 15, 2029, the Issuers may redeem all or a part of the 2034 Senior Notes based on principal plus a set premium, as set forth in the 2034 Notes Indenture, including any accrued and unpaid interest.

During the nine months ended September 30, 2026, the Company incurred approximately $9.7 million in fees to third parties associated with the issuance of the 2034 Senior Notes which were recorded as deferred financing costs.

On September 10, 2026, in connection with the WildFire Acquisition, Magnolia Operating assumed the WildFire Senior Notes with an outstanding principal balance of $600.0 million, which was recorded at fair value of $618.8 million. The WildFire Senior Notes mature on October 15, 2029 and pay interest at the rate of 7.500% per annum.

Premiums and deferred financing costs are amortized using the effective interest method over the term of the respective indentures governing the WildFire Senior Notes, 2032 Senior Notes, and 2034 Senior Notes (collectively, the “Senior Notes”) and are included in “Interest expense, net” in the Company’s consolidated statements of operations. The unamortized portion of the premiums and deferred financing costs are included as an increase or reduction to the carrying value of the Senior Notes, which has been recorded as “Long-term debt, net” on the Company’s consolidated balance sheets as of September 30, 2026 and December 31, 2025.

The Company recognized interest expense related to the Senior Notes of $14.5 million and $7.1 million for the three months ended September 30, 2026 and 2025, respectively, and $28.6 million and $21.2 million for the nine months ended September 30, 2026 and 2025, respectively.

10. Commitments and Contingencies

Legal Matters

From time to time, the Company is or may become involved in litigation in the ordinary course of business. As of September 30, 2026, there were no material pending legal proceedings to which the Company is a party or of which any of its property is the subject.

Matters that are probable of unfavorable outcome to Magnolia and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, Magnolia’s estimates of the outcomes of such matters and its experience in contesting, litigating and settling similar matters. The Company does not believe the outcome of any such disputes or legal actions will have a material effect on its consolidated statements of operations, balance sheet, or cash flows after consideration of recorded accruals. Actual amounts could differ materially from management’s estimates.

Environmental Matters

The Company, as an owner or lessee and operator of oil and natural gas properties, is subject to various federal, state, and local laws and regulations, and in certain cases permits, relating to discharge of materials into, and the protection of, the environment. These laws, regulations, and permits may, among other things, impose liability on a lessee under an oil and natural gas lease for the cost of pollution clean-up resulting from operations and subject the lessee to liability for pollution damages. In some instances, the Company may be directed to suspend or cease operations in an affected area. The Company maintains insurance coverage, which it believes is customary in the industry, although the Company is not fully insured against all environmental risks.

Contingencies

In November 2023, the Company acquired certain oil and natural gas producing properties including leasehold and mineral interests in the Giddings area. The acquisition included a maximum of $40.0 million in additional contingent cash consideration based on future commodity prices. The contingent consideration was payable inthree tranches based on average NYMEX WTI prices for (i) the period beginning July 1, 2023 through December 31, 2023, (ii) the year ending December 31, 2024, and (iii) the year ending December 31, 2025. The first tranche was settled for $2.7 million in January 2024 and the second tranche was settled for $2.8 million in January 2025. All of the tranches of the contingent consideration were settled as of December 31, 2025 and the final tranche did not require a payment.

The Company recognized a gain of $0.5 million and $4.5 million on the revaluation of the contingent consideration for the three and nine months ended September 30, 2025, respectively. Gains and losses on revaluation are included in “Other income (expense), net” on the Company’s consolidated statements of operations.

11. Income Taxes

The Company’s income tax provision consists of the following components:

The Company is subject to U.S. federal income tax, Texas state margin tax, and Louisiana corporate income tax. The Company estimates its annual effective tax rate in recording its quarterly provision for income taxes in the various jurisdictions in which it operates. The Company’s effective tax rates for the three months ended September 30, 2026 and 2025 were 22.8% and 18.0%, respectively, and 20.8% and 19.2% for the nine months ended September 30, 2026 and 2025, respectively. The primary differences between the annual effective tax rates and the statutory rate of 21.0% are state taxes, tax credits, and other permanent differences.

On July 4, 2025, the U.S. enacted legislation referred to as the One Big Beautiful Bill Act, which contains certain significant changes to U.S. corporate income tax laws and is generally effective for tax years beginning after December 31, 2024. These changes include, among others, the immediate deduction of domestic research and development (“R&D”) expenses, the option to retroactively deduct previously capitalized R&D expenses, and 100% bonus depreciation for property acquired after January 19, 2025. The impacts reflected in the Company’s income tax provision resulted in a decrease in current tax expense offset by an increase in deferred tax expense.

12. Stockholders’ Equity

Equity Offering

On July 22, 2026, the Company completed an underwritten public offering of 53.3 million shares of its Class A Common Stock in which the Company received net cash proceeds of approximately $1.2 billion after underwriting discounts and commissions of $39.4 million. The Company used the net proceeds from the equity offering to fund a portion of the aggregate purchase price of the WildFire Acquisition.

WildFire Acquisition

In connection with the closing of the WildFire Acquisition, the Company issued 32.2 million shares of Class A Common Stock to the WildFire Seller. As of September 30, 2026, the WildFire Seller owned 12% of the Company’s outstanding Class A Common Stock.

Class A Common Stock

At September 30, 2026, there were 319.8 million shares of Class A Common Stock issued and 266.9 million shares of Class A Common Stock outstanding. The holders of Class A Common Stock vote together as a single class on all matters and are entitledone vote for each share held. There is no cumulative voting with respect to the election of directors, which results in the holders of more than 50% of the Company’s outstanding common shares being able to elect all of the directors. In the event of a liquidation, dissolution, or winding up of the Company, the holders of the Class A Common Stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The holders of the Class A Common Stock have no preemptive or other subscription rights, and there are no sinking fund provisions applicable to such shares.

Class B Common Stock and Noncontrolling Interest

Noncontrolling interest in Magnolia’s consolidated subsidiaries included amounts attributable to Magnolia LLC Units that were issued to the Magnolia LLC Unit Holders.

In February 2026, the Magnolia LLC Unit Holders redeemed 4.8 million Magnolia LLC Units (and a corresponding number of shares of Class B Common Stock) for an equivalent number of shares of Class A Common Stock and such shares of Class A Common Stock were subsequently sold by the Magnolia LLC Unit Holders to the public. In addition, Magnolia LLC repurchased and subsequently cancelled the remaining 0.7 million Magnolia LLC Units (and a corresponding number of shares of Class B Common Stock) owned by Magnolia LLC Unit Holders for $19.8 million. As of September 30, 2026, the aforementioned transactions eliminated the Company’s noncontrolling interest.

Share Repurchase Program

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. In addition, the Company may repurchase shares pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit the Company to repurchase shares at times that may otherwise be prohibited under the Company’s Amended Insider Trading and Regulation FD Policy. The share repurchase program does not require purchases to be made within a particular time frame. The Company had repurchased 52.4 million shares under the program at a cost of $1.1 billion and had 7.6 million shares of Class A Common Stock remaining under its share repurchase authorization as of September 30, 2026. 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 total share repurchase authorization to 75.0 million shares.

Dividends and Distributions

The Company’s board of directors periodically declares dividends payable on issued and outstanding shares of Class A Common Stock, and a corresponding distribution from Magnolia LLC to Magnolia LLC Unit Holders. Dividends in excess of retained earnings are recorded as a reduction of additional paid-in capital and distributions to the Magnolia LLC Unit Holders were recorded as a reduction of noncontrolling interest.

The following table sets forth information with respect to cash dividends and distributions declared by the Company’s board of directors during the nine months ended September 30, 2026 and the year ended December 31, 2025, on its own behalf and in its capacity as the managing member of Magnolia LLC, on issued and outstanding shares of Class A Common Stock and Magnolia LLC Units:

(1) Per share of Class A Common Stock and per Magnolia LLC Unit.

(2) Reflects total cash dividend and distribution payments made, or to be made, to holders of Class A Common Stock and Magnolia LLC Unit Holders (other than the Company) as of the applicable record date.

13. Stock Based Compensation

The Company’s board of directors adopted the “Magnolia Oil & Gas Corporation Long Term Incentive Plan” (as amended, the “Plan”), effective as of July 17, 2018. A total of 16.8 million shares of Class A Common Stock have been authorized for issuance under the Plan as of September 30, 2026. The Company grants stock based compensation awards in the form of restricted stock units (“RSU”), performance restricted stock units (“PRSU”), and performance share units (“PSU”) to eligible employees and directors to enhance the Company’s ability to attract, retain, and motivate persons who make important contributions to the Company by providing these individuals with equity ownership opportunities. Shares issued as a result of awards granted under the Plan are generally new shares of Class A Common Stock. The Company’s awards provide for accelerated vesting upon retirement under specific conditions.

Stock based compensation expense is recognized net of forfeitures within “General and administrative expenses,” “Lease operating expenses,” and “Transaction and integration costs” on the consolidated statements of operations and was $9.8 million and $7.3 million for the three months ended September 30, 2026 and 2025, respectively, and $31.7 million and $21.2 million for the nine months ended September 30, 2026 and 2025, respectively. The Company has elected to account for forfeitures of awards granted under the Plan as they occur in determining compensation expense. The total income tax benefit recognized for stock that vested during the nine months ended September 30, 2026 and 2025 was $7.3 million and $3.7 million, respectively.

On February 12, 2025, certain PSUs were modified to be 50% settled in cash. In accordance with ASC 718, the Company reclassified 50% of the impacted PSUs from equity-classified awards to liability-classified awards, resulting in a reclassification of $2.0 million from equity to liability. The modification resulted in additional compensation expense of $0.4 million recognized within “General and administrative expenses” on the consolidated statements of operations. The modification affected three grantees.

Equity-Classified Stock Based Compensation

The following table presents a summary of Magnolia’s unvested equity-classified RSU, PRSU, and PSU activity for the nine months ended September 30, 2026.

(1)In February 2026, the Company modified the performance conditions of PSUs granted in 2024 and 2025, resulting in additional compensation expense of $0.7 million that will be recognized prospectively over the remaining service periods. The modification affected fourteen grantees.

(2)Upon completion of the performance period for the PSUs granted in 2023, a performance multiple of 140% was applied to each of the grants resulting in 52,553 additional PSUs earned in 2026. In September 2026, the Company modified certain PSUs granted in 2024, in which a performance multiple of 150% was applied to modified awards prior to the end of the performance period on December 31, 2026, resulting in 39,120 additional PSUs. This resulted in additional compensation expense of $0.5 million that will be recognized prospectively over the remaining service period. The modification affected eight grantees. The modified awards remain subject to continued service through the end of the performance period.

The weighted average grant date fair values of the RSUs and PSUs granted during the nine months ended September 30, 2025 were $22.83 and $19.87 per share, respectively.

Restricted Stock Units

The Company grants service-based RSU awards to employees, which generally vest and settle ratably over athree-year service period, and to non-employee directors, which vest in full afterone year. Non-employee directors may elect to defer the RSU settlement date. RSUs represent the right to receive shares of Class A Common Stock at the end of the vesting period equal to the number of RSUs that vest. RSUs are subject to restrictions on transfer and are generally subject to a risk of forfeiture if the award recipient ceases to be an employee or director of the Company prior to vesting of the award. Compensation expense for the service-based RSU awards is based upon the grant date market value of the award and such costs are recorded on a straight-line basis over the requisite service period for each separately vesting portion of the award, as if the award was, in-substance, multiple awards. The aggregate fair values of RSUs that vested during the nine months ended September 30, 2026 and 2025 were $23.4 million and $12.3 million, respectively. Unrecognized compensation expense related to unvested RSUs as of September 30, 2026 was $22.1 million, which the Company expects to recognize over a weighted average period of 2.0 years.

Performance Restricted Stock Units and Performance Share Units

The Company previously granted PRSUs to certain employees. Each PRSU represents the contingent right to receiveone share of Class A Common Stock once the PRSU is both vested and earned. PRSUs generally vest and settle either ratably over athree-year service period or at the end of athree-year service period, in each case, subject to the recipient’s continued employment or service through each applicable vesting date. Each PRSU is earned based on whether Magnolia’s stock price achieves a target average stock price for any 20 consecutive trading days during thefive-year performance period (“Performance Condition”). If PRSUs are not earned by the end of thefive-year performance period, the PRSUs will be forfeited and no shares of Class A Common Stock will be issued, even if the vesting conditions have been met. Compensation expense for the PRSU awards is based upon the grant date fair market value of the award, calculated using a Monte Carlo simulation, and such costs are recorded on a straight-line basis over the requisite service period for each separately vesting portion of the award, as if the award was, in-substance, multiple awards, as applicable. The aggregate fair values of PRSUs that vested during the nine months ended September 30, 2026 and 2025 were $0.1 million and $5.5 million, respectively.

The Company grants equity-classified PSUs to certain employees. Each equity-classified PSU, to the extent earned, represents the contingent right to receiveone share of Class A Common Stock and the awardee may earn between zero and 200% of the target number of the equity-classified PSUs granted based on the total shareholder return (“TSR”) of the Class A Common Stock relative to the TSR achieved by a specific industry peer group over athree-year performance period. In addition to satisfaction of the TSR conditions, vesting of the equity-classified PSUs is subject to the awardee’s continued employment through the date of settlement of the equity-classified PSUs (unless an employee elects to retire under certain qualifying conditions), which will occur within 60 days following the end of the performance period. The aggregate fair value of equity-classified PSUs that vested during the nine months ended September 30, 2026 was $4.8 million. Unrecognized compensation expense related to unvested equity-classified PSUs as of September 30, 2026 was $5.9 million, which the Company expects to recognize over a weighted average period of 1.9 years.

The following table summarizes the Monte Carlo simulation assumptions used to calculate the grant date fair value of the equity-classified PSUs granted during the respective periods.

Liability-Classified Stock Based Compensation

The following table presents a summary of Magnolia’s unvested liability-classified PSU activity for the nine months ended September 30, 2026.

(1)Upon completion of the performance period for the PSUs granted in 2023, a performance multiple of 140% was applied to each of the grants resulting in additional PSUs earned in 2026.

Performance Share Units

The Company grants liability-classified PSUs to certain employees. Each liability-classified PSU, to the extent earned, represents the contingent right to receive cash in lieu of each share of Class A Common Stock and the awardee may earn between zero and 200% of the target number of liability-classified PSUs granted based on the TSR of the Class A Common Stock relative to the TSR achieved by a specific industry peer group over athree-year performance period. In addition to satisfaction of the TSR conditions, vesting of the liability-classified PSUs is subject to the awardee’s continued employment through the date of settlement of the liability-classified PSUs (unless an employee elects to retire under certain qualifying conditions), which will occur within 60 days following the end of the performance period. The aggregate fair value of liability-classified PSUs that vested during the nine months ended September 30, 2026 was $2.3 million. Unrecognized compensation expense related to unvested liability-classified PSUs as of September 30, 2026 was $0.8 million, which the Company expects to recognize over a weighted average period of 1.6 years.

The following table summarizes the Monte Carlo simulation assumptions used to remeasure the fair value of the liability-classified PSUs during the nine months ended September 30, 2026.

14. Earnings Per Share

The Company’s unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are deemed participating securities, and therefore dividends and net income allocated to such awards have been deducted from earnings in computing basic and diluted net income per share under the two-class method. Diluted net income per share attributable to Class A Common Stock is calculated under both the two-class method and the treasury stock method and the more dilutive of the two calculations is presented.

The components of basic and diluted net income per share attributable to Class A Common Stock are as follows:

For the nine months ended September 30, 2026, the Company excluded 0.9 million of weighted average shares of Class A Common Stock issuable upon the exchange of Class B Common Stock (and corresponding Magnolia LLC Units) as the effect was anti-dilutive. For both the three and nine months ended September 30, 2025, the Company excluded 5.5 million of weighted average shares of Class A Common Stock issuable upon the exchange of Class B Common Stock (and corresponding Magnolia LLC Units) as the effect was anti-dilutive.

15. Related Party Transactions

As of September 30, 2026, WildFire Energy I LLC, held more than 10% of the Company’s Class A Common Stock and qualified as a principal owner of the Company, as defined in ASC 850, “Related Party Disclosures.”

As part of the WildFire Acquisition, the Company entered into a transition services agreement with WildFire Energy LLC, a fully owned subsidiary of WildFire Energy I LLC, wherein WildFire Energy LLC will provide certain administrative services during the transition period, which may last until March 10, 2027 (the “Transition Services Agreement”). The monthly service fee is a maximum of $2.7 million. In addition, the Company agreed to provide severance for certain WildFire employees not hired by Magnolia during the transition service period, subject to certain conditions, up to a maximum of $9.0 million (the “Severance Agreement”).

For the nine months ended September 30, 2026, the Company incurred $3.1 million in association with the Severance Agreement and Transition Services Agreement of which $2.5 million is included within “Transaction and integration costs” and $0.6 million is included within “Lease operating expenses” on the Company’s consolidated statements of operations.

16. Supplemental Cash Flow Information

Supplemental cash flow disclosures are presented below:

17. Subsequent Events

On October 28, 2026, the Company’s board of directors declared a quarterly cash dividend of $0.18 per share of Class A Common Stock payable on December 1, 2026 to shareholders, as applicable, as of November 10, 2026.

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 total share repurchase authorization to 75.0 million shares.