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
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Unregistered Sales of Equity Securities and Use of Proceeds
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
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.
Share Repurchase
The following table sets forth the Company’s share repurchase activities for each period presented:
| Period | Number of Shares of Class A Common Stock Purchased | Average Price Paid per Share | Total Number of Shares of Class A Common Stock Purchased as Part of Publicly Announced Program | Maximum Number of Shares of Class A Common Stock that May Yet Be Purchased Under the Program (1) |
|---|---|---|---|---|
| January 1, 2026 - March 31, 2026 | 1,235,000 | $25.97 | 1,235,000 | 11,638,131 |
| April 1, 2026 - June 30, 2026 | 1,725,000 | 28.60 | 1,725,000 | 9,913,131 |
| July 1, 2026 - July 31, 2026 | — | — | — | 9,913,131 |
| August 1, 2026 - August 31, 2026 | 980,000 | 26.79 | 980,000 | 8,933,131 |
| September 1, 2026 - September 30, 2026 | 1,320,000 | 25.72 | 1,320,000 | 7,613,131 |
| Total | 5,260,000 | $26.92 | 5,260,000 | 7,613,131 |
(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.
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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.