MGY 8-K: Press release and earnings presentation furnished

Rhea-AI Filing Summary

Magnolia Oil & Gas Corporation furnished materials announcing its financial and operational results for the quarter ended September 30, 2025. The company submitted a press release (Exhibit 99.1) and an earnings presentation (Exhibit 99.2) as part of its current report.

The disclosures under Items 2.02 and 7.01 were furnished and are not deemed filed under Section 18 of the Exchange Act or incorporated by reference into Securities Act or Exchange Act filings.

8-K Event Classification

3 items: 2.02, 7.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 29, 2025

Magnolia Oil & Gas Corporation
(Exact name of registrant as specified in its charter)
Delaware			001-38083			81-5365682
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification Number)
			Nine Greenway Plaza, Suite 1300 Houston, Texas 77046
(Address of principal executive offices, including zip code)
			(713) 842-9050
Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to section 12(b) of the Act:
Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A Common Stock, par value $0.0001 Per Share			MGY			New York Stock Exchange

Item 2.02    Results of Operations and Financial Condition.

On October 29, 2025, Magnolia Oil & Gas Corporation (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing its financial and operational results for the quarter ended September 30, 2025.

The information furnished pursuant to this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 7.01    Regulation FD Disclosure

On October 29, 2025, the Company provided information in an earnings presentation on its website, www.magnoliaoilgas.com, regarding its financial and operational results for the quarter ended September 30, 2025.

The earnings presentation, which is attached hereto as Exhibit 99.2, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit
Number			Description
99.1			Press Release
99.2			Earnings Presentation
104			Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			MAGNOLIA OIL & GAS CORPORATION
Date: October 29, 2025			By:       /s/ Timothy D. Yang
			Name:  Timothy D. Yang
			Title:    Executive Vice President,              General Counsel, Corporate Secretary and Land

2

FAQ

What did MGY announce in this 8-K?

MGY furnished a press release and an earnings presentation announcing financial and operational results for the quarter ended September 30, 2025.

Which exhibits are included with MGY's 8-K?

The filing includes Exhibit 99.1 (Press Release), Exhibit 99.2 (Earnings Presentation), and Exhibit 104 (Cover Page Inline XBRL).

Are MGY’s materials filed or furnished?

They were furnished under Items 2.02 and 7.01 and are not deemed filed under Section 18 of the Exchange Act or incorporated by reference.

Which 8-K items does MGY use here?

The company used Item 2.02 (Results of Operations and Financial Condition) and Item 7.01 (Regulation FD Disclosure).

When was the event reported by MGY?

The earliest event reported was on October 29, 2025.

Where can investors access MGY’s presentation?

The earnings presentation is available on www.magnoliaoilgas.com and attached as Exhibit 99.2.

What is MGY’s trading symbol and exchange?

MGY’s Class A Common Stock trades on the NYSE under the symbol MGY.