Magnolia Oil & Gas (NYSE: MGY) prices $500M notes for WildFire acquisition

Q: What debt offering did Magnolia Oil & Gas (MGY) announce on July 22, 2026?

Magnolia announced a private offering of $500 million in aggregate principal amount of 6.625% senior unsecured notes due 2034 . These notes are being issued by Magnolia Oil & Gas Operating LLC and Magnolia Oil & Gas Finance Corp. as co-issuers.

Q: What are the key terms of Magnolia (MGY)'s new senior unsecured notes?

The new notes have an aggregate principal amount of $500 million , a 6.625% interest rate and mature in 2034 . They are senior unsecured obligations of the issuers and are being sold in a private offering rather than a registered public sale.

Q: How will Magnolia Oil & Gas (MGY) use the proceeds from the $500 million notes?

Magnolia intends to use net proceeds from the $500 million notes, along with equity offering proceeds, revolving credit facility borrowings and cash on hand, to fund the cash consideration for its pending acquisition of WildFire Intermediate Holdings, LLC .

Q: When is Magnolia (MGY)'s $500 million notes offering expected to close?

The issuers expect the notes offering to close on August 5, 2026 , conditioned on satisfaction of customary closing conditions. The closing date is therefore targeted but not guaranteed, depending on completion of these standard requirements.

Q: Are Magnolia (MGY)'s new senior notes registered under the Securities Act?

No. The notes have not been registered under the Securities Act or state securities laws and may not be offered or sold in the United States absent registration or a valid exemption from applicable registration requirements.

Q: Who will be eligible to purchase Magnolia Oil & Gas (MGY)'s new notes?

The issuers plan to offer and sell the notes only to qualified institutional buyers and in transactions conducted outside the United States pursuant to Regulation S under the Securities Act, consistent with a private offering structure.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Filing Explained

Magnolia has priced, but not closed, $500 million of 6.625% notes due 2034 to help fund the pending WildFire acquisition.

Magnolia Oil & Gas Corporation uses this Form 8-K to report that its subsidiaries have priced the notes, but the offering has not yet closed; if completed, the $500 million senior unsecured notes would add a debt obligation at 6.625% due in 2034 to funding for the pending WildFire acquisition.

The company also states that its Class A common stock offering closed on July 22, 2026, so those proceeds are now identified as part of the acquisition-funding package alongside the proposed notes, revolving-credit borrowings and cash.

The filing therefore changes the financing status from a planned debt component to a priced but still conditional component; it does not report that the notes have been issued or that the acquisition has closed.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Notes Offering Size: $500 million aggregate principal amount Coupon Rate: 6.625% Expected Closing Date: August 5, 2026 +2 more

5 metrics

Notes Offering Size $500 million aggregate principal amount Private offering of senior unsecured notes due 2034

Coupon Rate 6.625% Interest rate on the senior unsecured notes due 2034

Expected Closing Date August 5, 2026 Expected closing of the $500 million notes offering

Ownership in WildFire Intermediate Holdings, LLC 100% of issued and outstanding LLC interests Pending acquisition funded in part with notes proceeds

Equity Offering Closing Date July 22, 2026 Class A common stock offering by Magnolia Oil & Gas Corporation

Key Terms

Rule 135c, senior unsecured notes, Regulation S, qualified institutional buyers, +1 more

5 terms

Rule 135c regulatory

"issued a press release in accordance with Rule 135c under the Securities Act"

senior unsecured notes financial

"private offering of $500 million in aggregate principal amount of 6.625% senior unsecured notes due 2034"

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

Regulation S regulatory

"transactions outside the United States pursuant to Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

qualified institutional buyers financial

"plan to offer and sell the Notes only to qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

revolving credit facility financial

"borrowings under our revolving credit facility and cash on hand"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

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Understanding 8-K Material Events →

Available on EDGAR 07/22/2026 - 04:32 PM Accepted by SEC EDGAR 07/22/2026 - 04:32 PM

FAQ

What debt offering did Magnolia Oil & Gas (MGY) announce on July 22, 2026?

Magnolia announced a private offering of $500 million in aggregate principal amount of 6.625% senior unsecured notes due 2034. These notes are being issued by Magnolia Oil & Gas Operating LLC and Magnolia Oil & Gas Finance Corp. as co-issuers.

What are the key terms of Magnolia (MGY)'s new senior unsecured notes?

The new notes have an aggregate principal amount of $500 million, a 6.625% interest rate and mature in 2034. They are senior unsecured obligations of the issuers and are being sold in a private offering rather than a registered public sale.

How will Magnolia Oil & Gas (MGY) use the proceeds from the $500 million notes?

Magnolia intends to use net proceeds from the $500 million notes, along with equity offering proceeds, revolving credit facility borrowings and cash on hand, to fund the cash consideration for its pending acquisition of WildFire Intermediate Holdings, LLC.

When is Magnolia (MGY)'s $500 million notes offering expected to close?

The issuers expect the notes offering to close on August 5, 2026, conditioned on satisfaction of customary closing conditions. The closing date is therefore targeted but not guaranteed, depending on completion of these standard requirements.

Are Magnolia (MGY)'s new senior notes registered under the Securities Act?

No. The notes have not been registered under the Securities Act or state securities laws and may not be offered or sold in the United States absent registration or a valid exemption from applicable registration requirements.

Who will be eligible to purchase Magnolia Oil & Gas (MGY)'s new notes?

The issuers plan to offer and sell the notes only to qualified institutional buyers and in transactions conducted outside the United States pursuant to Regulation S under the Securities Act, consistent with a private offering structure.

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): July 22, 2026

Magnolia Oil & Gas Corporation
(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction
of incorporation)

001-38083

(Commission
File Number)

81-5365682
(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 8.01 Other Events.

On July 22, 2026, Magnolia Oil & Gas Operating LLC (“Magnolia”) and Magnolia Oil & Gas Finance Corp. (“Finance Corp.” and, together with Magnolia, the “Issuers”), issued a press release in accordance with Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), announcing that the Issuers have priced the previously announced private offering of $500 million in aggregate principal amount of 6.625% senior unsecured notes due 2034 (the “Notes”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1, does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Notes in the offering or any other securities of the Issuers, and none of such information shall constitute an offer, solicitation or sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Description

99.1	Press Release, dated July 22, 2026

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: July 22, 2026	By:	/s/ Timothy D. Yang
	Name:	Timothy D. Yang
	Title:	Executive Vice President, Chief Legal and Commercial Officer, Corporate Secretary and Land

Exhibit 99.1

Press Release

Magnolia Oil & Gas Operating LLC

Announces Pricing of Offering of $500 Million

Senior Notes

HOUSTON, TX, July 22, 2026 – Magnolia Oil & Gas Operating LLC (“Magnolia Operating”) and Magnolia Oil & Gas Finance Corp., a subsidiary of Magnolia Operating, (“Finance Corp.” and, together with Magnolia Operating, the “Issuers”) announced today the pricing of their previously announced private offering (the “Notes Offering”) of $500 million in aggregate principal amount of 6.625% senior unsecured notes due 2034 (the “Notes”).

The closing of the Notes Offering is expected to occur on August 5, 2026, and is conditioned upon the satisfaction of customary closing conditions. The Issuers intend to use the net proceeds from the Notes Offering, together with proceeds from the offering of Class A common stock by Magnolia Oil & Gas Corporation (“Magnolia”), which closed on July 22, 2026, borrowings under our revolving credit facility and cash on hand, to fund the cash consideration payable by us in our acquisition of 100% of the issued and outstanding limited liability company interests of WildFire Intermediate Holdings, LLC from WildFire Energy I LLC (the “Pending Acquisition”).

The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Issuers plan to offer and sell the Notes only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act.

This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other security of the Issuers, and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale, of the Notes or any other security of the Issuers in any jurisdiction in which such offer, solicitation or sale is unlawful. The Notes Offering is being made solely pursuant to a private offering memorandum and only to such persons and in such jurisdictions as are permitted under applicable law.

About Magnolia

Magnolia (MGY) is a publicly traded oil and gas exploration and production company with operations primarily in South Texas in the core of the Eagle Ford Shale and Austin Chalk formations. Magnolia focuses on generating value for shareholders by delivering steady, moderate annual production growth resulting from its disciplined and efficient philosophy toward capital spending. Magnolia strives to generate high pre-tax margins and consistent free cash flow allowing for strong cash returns to our shareholders.

Forward-Looking Statements

The information in this press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding the completion of the Notes Offering, the Pending Acquisition, Magnolia’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used in this press release, the words could, should, will, may, believe, anticipate, intend, estimate, expect, project, the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events. Except as otherwise required by applicable law, Magnolia disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Magnolia cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Magnolia, incident to the development, production, gathering and sale of oil, natural gas and natural gas liquids. In addition, Magnolia cautions you that the forward looking statements contained in this press release are subject to the following factors: (i) the expected timetable for completing the Pending Acquisition, the results, effects and benefits of the Pending Acquisition, future opportunities for Magnolia, other plans and expectations with respect to the Pending Acquisition, and the anticipated impact of the Pending Acquisition on Magnolia’s results of operations, financial position, growth opportunities and competitive position; (ii) the market prices of oil, natural gas, natural gas liquids (“NGLs”), and other products or services; (iii) the supply and demand for oil, natural gas, NGLs, and other products or services, including impacts of actions taken by OPEC and other state-controlled oil companies; (iv) the outcome of any legal proceedings that may be instituted against Magnolia; (v) Magnolia’s ability to realize the anticipated benefits of its acquisitions, which may be affected by, among other things, competition and the ability of Magnolia to grow and manage growth profitably; (vi) legislative, regulatory, or policy changes, including those following the change in presidential administrations; (vii) geopolitical and business conditions in key regions of the world; (viii) cybersecurity threats, including increased use of artificial intelligence technologies; and (ix) the possibility that Magnolia may be adversely affected by other economic, business, and/or competitive factors, including inflation. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in Magnolia’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Magnolia’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

Contacts

Investors

Tom Fitter

713-331-4802

tfitter@mgyoil.com

Media

Art Pike

713-842-9057

apike@mgyoil.com

Christina Kuhl

713-314-4849

ckuhl@mgyoil.com

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Press Releases

EX-99.1 EXHIBIT 99.1 11.4 KB