Magnolia Oil & Gas Corp SEC Filings

Magnolia Oil & Gas Corp director David M. Khani purchased 8,000 shares of Class A Common Stock on 2026-08-07 in a purchase classified as an open market or private transaction at $25.00 per share. Following this buy, he directly holds 30,622 shares.

Magnolia Oil & Gas Corporation reported sharply higher results for the quarter ended June 30, 2026. Total revenues were $478.8 million versus $319.0 million a year earlier, driven mainly by oil revenues of $373.8 million on higher realized oil prices of $98.13 per barrel and modest volume growth. Net income attributable to Class A common stock rose to $181.8 million, or $0.97 per diluted share, compared with $78.1 million, or $0.41 per share.

Average production reached 106,089 boe per day, up from 98,229 boe per day, while lease operating expenses were $5.01 per boe. For the first half of 2026, operating cash flow increased to $581.6 million, supporting $253.6 million of capital expenditures, $156.2 million of bolt‑on acquisitions, $82.6 million of Class A share repurchases and $61.2 million of dividends. Liquidity at June 30, 2026 totaled $745.9 million, including $295.9 million of cash and an undrawn $450.0 million RBL facility against $400.0 million of 6.875% 2032 senior notes.

Subsequent to quarter‑end, Magnolia agreed to acquire WildFire Intermediate Holdings in a transaction valued at approximately $4 billion, to be funded with $2.65 billion in cash, 32.2 million Class A shares and the assumption of $600 million of 7.50% notes, alongside a 53.3 million‑share equity offering raising about $1.2 billion and a $500 million issuance of 6.625% 2034 senior notes.

Magnolia Oil & Gas Operating LLC and Magnolia Oil & Gas Finance Corp. closed a previously announced private offering of $500.0 million aggregate principal amount of 6.625% senior notes due August 15, 2034, guaranteed on a senior unsecured basis by Magnolia Oil & Gas Corporation and certain affiliates.

The notes pay 6.625% interest semi-annually starting February 15, 2027, and the issuers plan to use the net proceeds, together with an equity offering, credit facility borrowings and cash on hand, to fund the cash consideration for acquiring 100% of WildFire Intermediate Holdings, LLC. If this acquisition does not close by March 19, 2027 or is abandoned, the notes must be redeemed at the issue price plus accrued interest. The notes include equity clawback and make-whole call features, a 101% change-of-control repurchase right for holders, and covenants limiting additional indebtedness, dividends, liens, asset sales, investments and affiliate transactions, with acceleration upon specified Events of Default.

Magnolia Oil & Gas Corporation reported strong second quarter 2026 results, with net income of $181.8 million and adjusted net income of $184.3 million, both more than doubling year over year. Diluted EPS was $0.97 and adjusted EPS $0.99. Adjusted EBITDAX was $370.3 million, up 66%, and free cash flow was $234.6 million. Total production averaged 106.1 Mboe/d, up 8%, including 41.9 Mbbls/d of oil, up 5%, and adjusted operating income margin reached 51%.

Drilling and completions capital was $125.0 million, 34% of adjusted EBITDAX, supporting low reinvestment and high cash generation. Magnolia returned $80.1 million to shareholders via $49.3 million of share repurchases (1.7 million shares) and dividends, and raised its quarterly dividend 9% to $0.18 per share (annualized $0.72). Cash at quarter-end was $295.9 million with an undrawn $450 million revolver. The company agreed to acquire WildFire Energy for $4.06 billion, adding ~53 Mboe/d of production and ~810,000 net Giddings acres, funded roughly half with equity (53.3 million new shares for $1.23 billion) and half with debt, including $500 million 6.625% notes due 2034. Standalone 2026 production growth guidance increased to 6%, with Q3 2026 D&C capital expected at ~$115 million.

Vanguard Portfolio Management LLC reports beneficial ownership of Magnolia Oil & Gas Corp common stock. Vanguard and certain affiliates beneficially own 15,517,234 shares, representing 8.39% of the class as of June 30, 2026.

Vanguard has sole voting power over 176,033 shares and sole dispositive power over 15,517,234 shares, with no shared voting or dispositive power. The position includes securities held by Vanguard funds and managed accounts over which Vanguard or specified affiliates exercise voting and/or dispositive authority. Vanguard indicates that various clients and funds have rights to dividends and sale proceeds, but no other single person has an interest in more than 5% of the class through these holdings.

Magnolia Oil & Gas Corporation entered into an Underwriting Agreement to issue and sell 46,315,790 Class A common shares at $23.75 per share, with underwriters fully exercising a 30-day option for an additional 6,947,368 shares; the equity offering closed on July 22, 2026.

The company expects to use net proceeds, together with new senior notes, revolving credit facility borrowings and cash on hand, to fund cash consideration for its pending acquisition of 100% of WildFire Intermediate Holdings, LLC. If that acquisition is not completed, it intends to use proceeds for general corporate purposes, including repayment of indebtedness and capital expenditures.

Magnolia Oil & Gas Operating LLC and its subsidiary Magnolia Oil & Gas Finance Corp. have priced a private offering of $500 million in aggregate principal amount of 6.625% senior unsecured notes due 2034. The closing of this notes offering is expected on August 5, 2026, subject to customary closing conditions.

The issuers intend to use the net proceeds, together with proceeds from a Class A common stock offering by Magnolia Oil & Gas Corporation, borrowings under a revolving credit facility and cash on hand, to fund the cash consideration for the pending acquisition of 100% of the limited liability company interests of WildFire Intermediate Holdings, LLC from WildFire Energy I LLC. The notes are not registered under the Securities Act and will be offered only to qualified institutional buyers and in transactions outside the United States pursuant to Regulation S.

Magnolia Oil & Gas Corporation, through subsidiaries Magnolia Oil & Gas Operating LLC and Magnolia Oil & Gas Finance Corp., intends to issue $500 million in senior unsecured notes due 2034 in a private offering to eligible purchasers, subject to market conditions and other factors.

The net proceeds from the notes, together with proceeds from Magnolia’s Class A common stock offering, borrowings under its revolving credit facility and cash on hand, are expected to fund the cash consideration for acquiring 100% of the limited liability company interests of WildFire Intermediate Holdings, LLC from WildFire Energy I LLC.

The equity financing was priced on July 20, 2026 at 46,315,790 Class A shares at $23.75 per share, with underwriters exercising an option on July 21, 2026 to purchase an additional 6,947,368 shares, with closing expected July 22, 2026, subject to customary conditions and risks described in Magnolia’s forward-looking statements.

Magnolia Oil & Gas Corporation is conducting a primary offering of 46,315,790 shares of Class A common stock at $23.75 per share, for gross proceeds of about $1.10 billion. After underwriting discounts, issuer proceeds per share are $23.0375, or about $1.07 billion before expenses; net proceeds are estimated at $1.07 billion, or $1.23 billion if the underwriters fully exercise a 6,947,368‑share option.

The company plans to use these funds, together with approximately $500 million of new long‑term debt, borrowings under an amended reserve‑based revolving credit facility and cash on hand, to finance the $2.65 billion cash portion of a pending acquisition of WildFire Intermediate Holdings, LLC, which also includes 32,203,000 Magnolia Class A shares and the assumption of $600 million of 7.500% notes. The acquisition covers about 810,000 net acres in Texas with combined pro forma proved reserves of 481,434 MBoe and 2025 pro forma production of 26.9 MMBbls of oil, 83.2 Bcf of gas and 13.0 MMBbls of NGLs.

Magnolia reports preliminary second‑quarter 2026 capital expenditures of $125 million and expected production of 106 Mboe/d (about 40% oil), while the seller expects 53 Mboe/d (about 70% oil). Risks highlighted include completion and integration of the acquisition, increased leverage from new debt and assumed notes, equity dilution from both this offering and acquisition shares, and customary regulatory and market uncertainties.