Magnolia Oil & Gas (NYSE: MGY) plans $4.06B WildFire Energy acquisition
Rhea-AI Filing Summary
Magnolia Oil & Gas Corporation agreed to acquire WildFire Energy’s parent company for a total value of approximately $4.06 billion, inclusive of debt. Consideration includes $2,650 million in cash, 32,203,000 Class A shares and the assumption of $600 million of 7.500% Senior Notes due 2029. Closing is subject to customary conditions, including Hart-Scott-Rodino antitrust clearance, and is anticipated in late third quarter 2026.
Magnolia plans to fund the transaction with cash on hand and a balanced mix of debt and equity, supported by an amended senior secured reserve-based revolving credit facility with maximum commitments of $2.25 billion, an initial borrowing base of $2.0 billion and borrowing capacity of $1.75 billion, plus a committed $1.50 billion 364-day unsecured bridge term loan facility.
The deal adds about 810,000 net acres in the Eagle Ford and Austin Chalk and roughly 37 MBOPD of oil production, taking pro forma oil output to about 79 MBOPD. Magnolia expects more than $100 million in annual run-rate synergies by year-end 2027 and projects cumulative free cash flow above $4.5 billion through 2030, supporting a 9% increase in its quarterly dividend to $0.18 per share.
Positive
- Announced acquisition of WildFire Energy valued at approximately $4.06 billion, materially expanding Magnolia’s Eagle Ford and Austin Chalk footprint and scale in South Texas.
- Management expects annual run-rate synergies above $100 million by year-end 2027 and projects cumulative free cash flow over $4.5 billion through 2030, enhancing capacity for shareholder returns.
- The board approved a 9% increase in the regular quarterly dividend to $0.18 per share starting in the third quarter of 2026, alongside plans to continue repurchasing at least 1% of outstanding shares per quarter.
Negative
- The transaction structure includes assumption of $600 million of 7.500% Senior Notes due 2029 and potential borrowing of up to $1.50 billion under a bridge facility, increasing leverage until targeted debt reduction is achieved.
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FAQ
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UNITED
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry Into a Material Definitive Agreement.
Purchase Agreement
On July 19, 2026, Magnolia Oil & Gas Corporation, a Delaware corporation (“Magnolia”), and Magnolia Oil & Gas Operating LLC, a Delaware limited liability company (“Buyer” and, together with Magnolia, the “Buyer Parties”), entered into a purchase and sale agreement (the “Purchase Agreement”) with WildFire Energy I LLC, a Delaware limited liability company (“Seller”), pursuant to which Buyer agreed to purchase from Seller 100% of the issued and outstanding limited liability company interests (the “Acquired Interests”) of WildFire Intermediate Holdings, LLC (“Target”).
As consideration for the purchase of the Acquired Interests and the transactions contemplated by the Purchase Agreement (collectively, the “Acquisition”), the purchase price shall be comprised of (i) cash in the amount of $2,650 million (the “Cash Consideration”), subject to certain customary adjustments as set forth in the Purchase Agreement, and (ii) 32,203,000 shares of Magnolia’s Class A common stock (“common stock”), par value $0.0001 (the “Equity Consideration”), as well as the assumption of $600 million of the Target’s outstanding 7.500% Senior Notes due 2029.
The obligations of the parties to complete the Acquisition are subject to the satisfaction or waiver of customary closing conditions set forth in the Purchase Agreement, including the expiration or termination of all applicable waiting periods (“HSR Clearance”) imposed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. In connection with and upon execution of the Purchase Agreement, Buyer deposited with an escrow agent a cash deposit equal to $200 million to assure the Buyer Parties’ and Seller’s performance of their respective obligations thereunder and therein, pursuant to an escrow agreement among the Buyer Parties, Seller, and the escrow agent.
The Purchase Agreement has been included with this Current Report on Form 8-K (this “Current Report”) to provide investors and security holders with information regarding the terms of the transactions contemplated therein. They are not intended to provide any other factual information about the Buyer Parties, Seller, Target or the Acquired Interests. The representations, warranties, covenants and agreements contained in the Purchase Agreement are solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and security holders. Magnolia security holders should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the Buyer Parties, Seller, Target or the Acquired Interests. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in Magnolia’s public disclosures.
The foregoing descriptions of the Purchase Agreement and the transactions contemplated thereby are not complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, a copy of which is filed herewith as Exhibit 2.1 and is incorporated herein by reference.
Registration Rights Agreement
Under the Purchase Agreement, Magnolia and Seller agreed to enter into a registration rights agreement, in substantially the form attached as Exhibit N to the Purchase Agreement in connection with the closing of the Acquisition (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, Magnolia will agree to register under the Securities Act of 1933, as amended (the “Securities Act”), the resale of any shares of common stock to be issued as the Equity Consideration. The Registration Rights Agreement provides for certain underwritten demand, “piggy-back” and shelf registration rights, subject to certain customary limitations. Additionally, Seller will agree to a 30-day lock-up period with respect to shares of common stock received in the Acquisition. Magnolia will also agree to pay certain expenses of Seller incurred in connection with the exercise of its rights under the Registration Rights Agreement and indemnify Seller for certain securities law matters in connection with any registration statement filed pursuant thereto.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by the full text of the form of Registration Rights Agreement attached as Exhibit N to the Purchase Agreement, which is filed herewith as Exhibit 2.1 and is incorporated herein by reference.
Third Amended and Restated RBL Facility
On July 19, 2026, Buyer executed a third amendment and restatement of its senior secured reserve-based revolving credit facility (the “Amended and Restated RBL Facility”) in its entirety, which upon the satisfaction of customary conditions, including the execution and delivery of definitive documentation with respect to the Amended and Restated RBL Facility and the consummation of the Acquisition, will provide 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 and borrowing capacity of $1.75 billion that are subject to adjustments to the extent oil and gas assets are excluded from the Acquisition, and extend the maturity date to the earlier of (x) the fifth anniversary of the effectiveness of the Amended and Restated RBL Facility and (y) the date that is 91 days prior to the stated maturity date of Target’s 7.50% Senior Notes due 2029 (or, to the extent earlier than the fifth anniversary of the effectiveness of the Amended and Restated RBL Facility, the date that is 91 days prior to the stated maturity date of any refinancing indebtedness in respect thereof that is permitted under the Amended and Restated RBL Facility) if the outstanding aggregate principal amount of such notes equals or exceeds $100.0 million on such date. The Amended and Restated RBL Facility is guaranteed by certain parent companies and subsidiaries of Buyer and is collateralized by certain of Buyer’s oil and natural gas properties and has a borrowing base subject to semi-annual redetermination.
Borrowings under the Amended and Restated RBL Facility bear interest, at Buyer’s option, at a rate per annum equal to either the term SOFR rate or the alternative base rate plus the applicable margin. Additionally, Buyer is required to pay a commitment fee quarterly in arrears in respect of unused commitments under the Amended and Restated RBL Facility. The applicable margin and the commitment fee rate are calculated, at Buyer’s option, based upon the utilization levels of the Amended and Restated RBL Facility as a percentage of unused lender commitments then in effect during non-investment grade periods or based upon the applicable credit rating of Buyer during investment grade periods.
The Amended and Restated RBL Facility contains certain affirmative and negative covenants customary for financings of this type, including compliance with a leverage ratio of less than 3.50 to 1.00 and a current ratio of greater than 1.00 to 1.00.
The foregoing summary of the Amended and Restated RBL Facility does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Amended and Restated RBL Facility, which is filed herewith as Exhibit 10.1.
Bridge Facility Commitment Letter
On July 19, 2026, Buyer entered into a commitment letter (the “Commitment Letter”) among Buyer and the lenders party thereto, pursuant to which the lenders have committed to provide an aggregate initial principal amount of up to $1.50 billion in senior unsecured loans under a senior 364-day unsecured bridge term loan facility (the “Bridge Facility”) subject to certain conditions. In the event that certain financing arrangements cannot be obtained at all or on terms satisfactory to Buyer, Buyer may borrow under the Bridge Facility, subject to the satisfaction of customary conditions, including the execution and delivery of definitive documentation with respect to the Bridge Facility in accordance with the terms set forth in the Commitment Letter and the consummation of the Acquisition.
Item 2.03, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report regarding the Third Amended and Restated RBL Facility is hereby incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report regarding the Equity Consideration is hereby incorporated by reference into this Item 3.02. Any issuance of shares of common stock will be 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.
Item 7.01. Regulation FD Disclosure.
On July 20, 2026, Magnolia issued a press release announcing the entry into the Purchase Agreement. The full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
Also on July 20, 2026, as announced in the press release, Magnolia will be hosting an investor call beginning at 8:00 a.m. Eastern Time to discuss the Acquisition. A copy of the investor call presentation is furnished as Exhibit 99.2 to this Current Report and is incorporated herein by reference. The investor call webcast and presentation will be available both live and for subsequent replay via the Events & Presentations page of Magnolia’s website at https://www.magnoliaoilgas.com/investors/events-and-presentations. Information contained on or accessible from Magnolia’s website is not, and shall not be deemed to be, incorporated by reference into this Current Report.
The information furnished pursuant to this Item 7.01 (including Exhibit 99.1 and Exhibit 99.2) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filings under the Securities Act, unless specifically identified therein as being incorporated therein by reference. You should not assume that the information contained herein or the accompanying exhibits is accurate as of any date other than the date of each such document. Our business, financial condition, results of operations, prospects and assumptions that were utilized may have changed since those dates.
Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of the federal securities laws. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Magnolia. These risks include, but are not limited to: the delay or failure to consummate the Acquisition with the Seller due to unsatisfied closing conditions, such as HSR Clearance delay, or other factors; the ultimate amount of Cash Consideration to be paid or Equity Consideration to be issued in the Acquisition due to purchase price adjustments; the risk that, if acquired, the business of the Target does not perform consistent with Magnolia’s expectations; and the other risks identified in Magnolia’s 2025 Annual Report on Form 10-K and its other filings with the Securities and Exchange Commission (the “SEC”). Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. The forward-looking statements in this Current Report are made as of the date hereof, and Magnolia does not undertake any obligation to update the forward-looking statements as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1* | Purchase and Sale Agreement, dated as of July 19, 2026 by and among Magnolia Oil & Gas Corporation and Magnolia Oil & Gas Operating LLC, as buyers, and WildFire Energy I LLC, as seller. | |
| 10.1* | Third Amended and Restated Credit Agreement, dated as of July 19, 2026, by and among Magnolia Oil & Gas Intermediate LLC, Magnolia Oil & Gas Operating LLC, the banks, financial institutions and other lending institutions party thereto, and Citibank, N.A., as Administrative Agent and Collateral Agent. | |
| 99.1 | Press Release issued July 20, 2026. | |
| 99.2 | Investor Presentation, dated July 20, 2026. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) | |
| * | Certain of the schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| MAGNOLIA OIL & GAS CORPORATION | ||
| Date: July 20, 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
| · | Magnolia Oil & Gas Announces Acquisition of WildFire Energy, More than Doubling Giddings Acreage |
| · | Highly Accretive Acquisition Creates Dominant Eagle Ford/Austin Chalk Position in South Texas By Combining Two High-Quality, Complementary Assets |
| · | Magnolia’s Differentiated, Proven and Highly Investable Business Model Remains Unchanged |
| · | Sustainable Asset Quality & Improved Free Cash Flow Supports Immediate 9% Dividend Increase |
HOUSTON, TX, July 20, 2026 – Magnolia Oil & Gas Corporation (NYSE: MGY) (“Magnolia” or “the Company”) announced today that the Company has entered into a definitive purchase agreement to acquire WildFire Energy (“WildFire”) for approximately $4.06 billion, inclusive of WildFire’s debt and subject to customary purchase price adjustments (the “Acquisition”). The Acquisition has been unanimously approved by Magnolia’s board of directors.
“The acquisition of the WildFire oil and gas properties and acreage is a natural and strategic fit and most notably, it makes our business better by extending our runway of advantaged profitability and significant free cash flow generation,” said Magnolia’s Chairman, President and CEO Chris Stavros. “This transaction is the culmination of our extensive subsurface understanding, experience, and the demonstration of our proven resource capture in the Giddings field. With more than 1.25 million net acres and upside development opportunities across multiple benches including the Austin Chalk, Eagle Ford and Woodbine, this transaction creates a premier position in South Texas by combining two high-quality and complementary assets near Gulf Coast markets which offer premium pricing for our products. As we are acquiring a large position with similar financial and operating characteristics that we understand well, importantly this allows Magnolia to continue to execute on its differentiated and successful business model.
“The combination of our technical understanding of Giddings and our strong balance sheet put us in a unique position to execute on larger M&A in our own backyard. WildFire is not only a hand in glove fit for Magnolia, but it also offers unmatched benefits while meeting several important characteristics we look for – focused, high-quality assets with concentrated scale, a low capital reinvestment rate providing moderate production growth, high operating margins, and steady free cash flow allowing for consistent and significant shareholder returns. WildFire has a large, low-decline oily PDP base with historic development centered on the Eagle Ford. While there are significant future Eagle Ford development opportunities, our technical teams see extensive future potential in the Austin Chalk with further upside in the Woodbine as well as other appraisal opportunities that should expand on our success in Giddings since 2018.
“Together with the acquired WildFire assets, Magnolia’s adjacent and overlapping acreage creates a larger, contiguous position with additional infrastructure benefits, estimated to provide at least $100 million in cost savings and annual synergies that enhance our free cash flow. We expect the transaction to be immediately and highly accretive to our key per share financial metrics including cash flow, free cash flow and earnings, in addition to enhancing our D&C capital reinvestment rate. Our strong confidence in the high-quality and capability of the WildFire assets and higher free cash flow generation supports improved shareholder returns driving an immediate increase of 9 percent in our quarterly dividend to 18 cents per share, payable in the third quarter of this year. The combination of these two high-quality businesses improves our position for sustained growth, strengthens our financial returns, and increases our dividend-per-share payout capacity, creating improved long-term value for our shareholders.”
Strategic, Operational and Financial Benefits
| · | Acquisition Maintains Magnolia’s Differentiated, Proven and Highly Investable Business Model – The transaction supports and reinforces Magnolia’s business model, which is unchanged. On a pro forma basis, the Company plans to limit capital spending to 55 percent of annual adjusted EBITDAX, which is expected to deliver moderate total company and oil production growth on an annual basis with high pre-tax operating margins. Magnolia’s continued disciplined approach toward capital spending should generate consistent and significant amounts of free cash flow, a substantial amount of which will be returned to shareholders. This includes the continued payment of our safe, sustainable and growing dividend and ongoing share repurchases of at least 1 percent of our outstanding shares per quarter. The increase in Magnolia’s debt to execute the transaction should be viewed as temporary as our significant free cash flow generation above the Company’s shareholder return program allows for a swift and steady reduction of leverage and in-line with Magnolia’s conservative financial policy. |
| · | Strong Fit and Overlap Enhances our Giddings Asset with Unmatched High-Quality Concentration of Scale and Duration – The Acquisition adds approximately 810,000 net acres in Giddings, further strengthening Magnolia’s already significant development inventory in this area. Magnolia’s pro forma position in Giddings now totals more than 1.25 million net acres (1.55+ million gross acres) creating a premier position of concentrated scale and expanding our high-quality resource development opportunities across the Austin Chalk, Eagle Ford and Woodbine formations while allowing for capture of further operational efficiencies. |
| · | High-Margin, Low-Decline Production – The acquired assets contribute approximately 53,000 Boe/d of production, with an oil weighting of roughly 70 percent with a relatively low and attractive 29 percent base oil decline rate. These oily assets generate strong cash operating margins with access to premium Gulf Coast pricing while enhancing free cash flow generation and lowering our corporate reinvestment rate. |
| · | Immediately and Highly Accretive to Key Financial Metrics – Magnolia expects the transaction to be immediately and highly accretive to our key per share financial metrics including cash flow, free cash flow and earnings, in addition to enhancing corporate operating margins and our D&C capital reinvestment rate. |
| · | Meaningful Synergies – The Company expects to realize greater than $100 million in annual synergies and cost savings through development and operational efficiencies, as well as reduced pro forma corporate general and administrative (G&A) expenses. The estimated net present value of these synergies is approximately $700 million. Operational enhancements include longer lateral development, application of Magnolia's extensive subsurface knowledge and drilling and completion expertise, shared facilities and infrastructure, supply chain and logistics pricing, and streamlined field operations that eliminate overlap. |
| · | Significant Infrastructure Included – Included in the transaction is a sand mine that supplies approximately 80 percent of Magnolia’s annual sand consumption, inclusive of 100 percent of WildFire’s sand requirements together with other third-party sand sales. Additionally, over 500 miles of gas gathering pipelines in Giddings are included in the transaction further benefiting operating margins. |
| · | Enhanced Free Cash Flow Supports Improved and Consistent Strong Shareholder Returns – Strong free cash flow accretion from the transaction and our confidence in the high-quality and capability of the assets leads to an immediate 9 percent increase in the quarterly dividend to $0.18 per share from $0.165 per share, payable in the third quarter of 2026. In addition to the increase in our regular quarterly dividend, Magnolia will maintain its ongoing program of share repurchases of at least 1 percent of the outstanding shares per quarter. |
Magnolia Second Quarter 2026 Operations Update
Magnolia’s second quarter total production averaged 106.1 Mboe/d with oil production of 41.9 Mbo/d. D&C capital for the second quarter was $125 million, and the Company ended the quarter with $296 million of cash on the balance sheet. Based on Magnolia’s strong second quarter production, the Company is increasing its full year 2026 annual production growth guidance (Magnolia standalone) to 6 percent from 5 percent.
Further details on the impact of the Acquisition to Magnolia’s 2026 production and capital spending will be provided after closing, which is expected to occur late in the third quarter of 2026.
Transaction Details
Under the terms of the agreement, the transaction is valued at approximately $4.06 billion. WildFire owners will receive 32.2 million shares of Magnolia’s Class A Common Stock and Magnolia is assuming WildFire’s $600 million of outstanding notes due in 2029. The Company intends to fund the remaining amount through a combination of cash on hand, and a balanced mix of debt and new Common equity. Magnolia has obtained committed financing from JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc. and Wells Fargo Bank, N.A. in connection with this transaction and has amended and increased the Company’s secured credit facility to a $2 billion borrowing base and with elected commitments of $1.75 billion contingent upon closing the transaction.
Advisors
In connection with this transaction, Magnolia has retained J.P. Morgan Securities LLC and Moelis & Company LLC as lead financial advisors and Citigroup as a financial advisor. Kirkland & Ellis LLP acted as Magnolia’s legal advisor. WildFire has retained Jefferies LLC as lead financial advisor and BofA Securities, Inc. as a financial advisor. Troutman Pepper Locke acted as WildFire’s legal advisor.
Conference Call
Magnolia Oil & Gas Corporation (NYSE: MGY) will host a conference call and webcast to discuss the transaction on Monday, July 20 at 7:00 a.m. Central Time (8:00 a.m. Eastern Time).
Join the webcast by visiting Magnolia’s website at www.magnoliaoilgas.com/investors/events-and-presentations and clicking on the webcast link or by dialing 1-844-701-1059. Materials related to the transaction will be made available in the Investors section of the website prior to the call. The Company will post a replay of the webcast on its website following the call.
About Magnolia Oil & Gas
Magnolia (MGY) is a publicly traded oil and gas exploration and production company with operations primarily concentrated 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. The Company strives to generate high pre-tax operating margins and consistent free cash flow allowing for strong cash returns to our shareholders. For more information, visit www.magnoliaoilgas.com.
Cautionary Note Regarding 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 consummation of the Acquisition and the transactions contemplated thereby, the expected synergies of the Acquisition, Magnolia’s share repurchase program, Magnolia’s strategy, future operations, financial position, estimated revenues and losses, projected costs and capital expenditures, 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 Acquisition, the results, effects and benefits of the Acquisition, future opportunities for Magnolia, other plans and expectations with respect to the Acquisition, and the anticipated impact of the 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.
Investors
Tom Fitter
713-331-4802
tfitter@mgyoil.com
Media
Art Pike
713-842-9057
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Christina Kuhl
713-314-4849
ckuhl@mgyoil.com
Exhibit 99.2
Magnolia Oil & Gas to Acquire WildFire Energy Highly Accretive Acquisition Creates Premier Eagle Ford & Austin Chalk Asset Position in South Texas July 20 , 2026 Christopher Stavros – Chairman, President & CEO Brian Corales – Senior Vice President & CFO Tom Fitter – Vice President, Investor Relations
Pro Forma $9.11 $4.06 $5.05 Enterprise Value ($ Bn) 79 37 42 Q2 2026 Oil Production (MBOPD) 159 53 106 Q2 2026 Production (MBOEPD) ~50% ~70% ~40% Oil Percentage ~1,252,000 1 ~810,000 ~562,000 Net Giddings Acreage Highly Accretive Acquisition Creates Premier Eagle Ford/Austin Chalk Position 2 Acquisition Overview » Total Purchase Price: ~$4.06 Bn » Funded with Balanced Mix of Cash and Equity (including 32.2 MM Shares of Magnolia’s Class A Common Stock to WildFire owners) » Adds Significant Acreage (~810,000 net acres) in Eagle Ford & Austin Chalk Providing Concentration of Quality Resource in the Giddings Field » Adds ~37 MBOPD of Oil Production and Improves Oil Mix to ~50% » Highly Accretive to All Key Financial Metrics, including: Operating Margins, Cash Flow and FCF per share, and EPS » Estimated Annual Run - rate Synergy Capture of >$100 MM by YE2027 » Increased FCF Supports Immediate Dividend Increase of 9% » Unanimously approved by Magnolia’s Board of Directors » Anticipated closing late Q3 2026 1) Approximately 120,000 net acres overlap with respective ownership in different formations Magnolia Oil & Gas to Acquire WildFire Energy Strong Strategic Fit With Highly Contiguous Acreage in Giddings Existing Acreage Acquired Acreage Increased WI Acquired Sand Mine
Magnolia’s Differentiated & Proven Business Model is Unchanged 3 Magnolia Oil & Gas to Acquire WildFire Energy x Maintain Conservative Leverage – Focus on Steady Reduction of Debt from WildFire Acquisition – Minimizes Risk & Provides Greater Financial Flexibility x Limit Capital Spending to <=55% of Adjusted EBITDAX ̶ Provides Consistent Free Cash Flow Generation x Deliver Moderate Production Growth – High - Quality Assets Drive Low Reinvestment Rate Providing Both Moderate Oil & Total Volume Growth x Generate High Pre - tax Operating Margins x Consistently Return a Substantial Portion of Our Free Cash Flow to Shareholders – Provide a Safe, Sustainable Dividend with a Long - term Compound Annual Growth Rate of ~10% – Share Repurchases of At Least 1% of Outstanding Shares Per Quarter Capital Allocation Priorities 1) D&C Capital of <=55% of Adjusted EBITDAX 2) Safe, Sustainable and Growing Dividend 3) Consistent Share Repurchases of At Least 1% of Outstanding Shares per Quarter 5) Small, Bolt - on Acquisitions that Improve the Business 4) Debt Reduction – Reduce Leverage to <= 0.5x Net Debt/EBITDA Differentiated & Proven Business Model
Acquisition Improves on Magnolia’s Unique E&P Platform Creates the Dominant Eagle Ford/Austin Chalk E&P Company through Combining Two High - Quality, Complementary Assets Substantial Increase in Duration of High - Return Development Opportunities through Expanded Eagle Ford and Austin Chalk Resource Optionality and Long - Lateral Optimization Magnolia’s Subsurface and D&C Technical Expertise in Giddings Expected to Lower Well Costs & Enhance Production Performance Utilizes Excess Balance Sheet Capacity with Clear Pathway to Reduce Debt in the Short Term and Maintain Strong Liquidity Significant Accretion Across All Key Financial Metrics Driven by Higher Oil Production Mix, Attractive Cost Structure & Operating Synergies Providing Strong Free Cash Flow Generation x x x x x 4 Improves on Industry - leading Reinvestment Economics Extending Sustainable Free Cash Flow Generation and Return of Capital x Magnolia Oil & Gas to Acquire WildFire Energy Existing Acreage Acquired Acreage Increased WI Acquired Sand Mine
Concentrated & High - Quality Scale in Eagle Ford/Austin Chalk 1,292 810 725 602 576 489 321 223 178 119 94 90 Eagle Ford/Austin Chalk Net Acreage 2 (thousand net acres) Transaction Positions Magnolia as the Largest Acreage Holder in the Eagle Ford/Austin Chalk Trend and a Top Oil Producer in the Advantageous South Texas Region 1) Approximately 120,000 net acres overlap with respective ownership in different formations. Includes Magnolia’s Giddings and Kar nes area net acreage. 2) Source: Enverus as of 7/9/2026. 5 Magnolia Oil & Gas to Acquire WildFire Energy
42 79 Magnolia Pro Forma 562 1,252 Magnolia Pro Forma 167 306 Magnolia Pro Forma Acquisition Creates Dominant Position in the Giddings Field Area 1) Approximately 120,000 net acres overlap with respective ownership in different formations 2) Represents Q2 2026 Oil Production 3) Represents YE 2025 Proved Developed Reserves Giddings Net Acreage 1 (‘000 acres) Proved Developed Reserves 3 ( MMBoe ) Oil Production 2 (Mbo/d) 39% Oil 54% Oil 6 Magnolia Oil & Gas to Acquire WildFire Energy Significant Additional Acreage, Oil Production & Reserves Support Future Resource Optionality
Synergy Capture to Drive Higher Margins & Free Cash Flow Complementary Assets & Operations Lead to Significant Synergy Capture ($ MM) D&C and Facilities Field Operations Corporate G&A Total Estimated Synergies by YE 2027 $60 $20 $20 >$100 MM Annual >$100 Million of Annual Synergies by YE 2027 Drilling, Completions & Facilities • Extended Laterals and Materials Benefit • Applying MGY Drilling & Completion Expertise & Technology • Supply Chain & Logistics Pricing • Shared Facilities & Infrastructure Field Operations • Acquired Sand Mine – Majority of Sand Needs Now Self - Supplied with Additional Margin Capture from Third Party Sales • Acquired ~500 Miles of Gas Gathering Pipelines • Reduced OpEx (LOE and GP&T) on WildFire Assets & Increased field synergies with significant acreage overlap Corporate G&A • Limited incremental G&A PV - 10 of Synergies ~$700 MM 7 Magnolia Oil & Gas to Acquire WildFire Energy
□ Significant Free Cash Flow Generation Provides Clear Pathway to Reduce Debt While Maintaining Strong Return of Capital to Shareholders and In - line with Magnolia’s Business Model □ Expect to Achieve Net Debt/EBITDA of <=1.0x by YE 2027 1 Increase in Free Cash Flow Supports Pathway to Reduce Debt Cumulative Free Cash Flow ($ MM) 1 1) Assumes strip pricing as of July 15, 2026. Forecasted free cash flow numbers are non - GAAP financial measures. Due to their f orward - looking nature, management cannot reliably predict certain of the necessary components of the most directly comparable forward - looking GAAP measures, such as working capital changes. Accordingly, Magnolia is unable to present a quantitative reconciliation of such forward - looking non - GAAP financial measures to their most directly comparable forward - looking GAAP financial measures. Amounts excluded from this non - GAAP measure in future periods could be signi ficant. $0 $1,000 $2,000 $3,000 $4,000 2H 2026 2027 2028 2029 2030 8 Magnolia Oil & Gas to Acquire WildFire Energy >$4.5 Bn Cumulative FCF Through 2030 1
$0.28 $0.40 $0.46 $0.52 $0.60 $0.66 2021 2022 2023 2024 2025 2026 Pre Wildfire 2026 Pro Forma Asset Quality & Improved Free Cash Flow Supports 9% Dividend Increase $0.72 □ Magnolia has a strong track record of consistent return of capital to shareholders □ Our confidence in the high - quality and capability of the WildFire assets and higher free cash flow generation supports improved shareholder returns ▪ Raising our regular quarterly dividend by 9%, to $0.18/share per quarter from $0.165 per share, payable in Q3 2026 ▪ We expect to maintain our ongoing share repurchases of at least 1% of outstanding shares per quarter after closing 9 Acquisition Supports Significant Return of Capital to Shareholders Magnolia Oil & Gas to Acquire WildFire Energy Annualized Dividend Per Share
2018 2019 2020 2021 2022 2023 2024 2025 2026 YTD History of Significant Return of Capital to Shareholders □ Magnolia has returned ~40% of its current market cap over the past 8 years □ Improved and durable return of capital focuses on compounding per share value through consistent share repurchases and safe, sustainable dividend growth Inception Cumulative Return of Capital ($MM) $79 $108 $467 $908 $1,213 ~$2 Billion Returned to Shareholders Share Repurchases Dividends $1,591 $1,913 10 $1,996 Magnolia Oil & Gas to Acquire WildFire Energy
Disclaimer FORWARD LOOKING STATEMENTS The information in this presentation 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 statement s of present or historical fact included in this presentation, regarding the consummation of the Acquisition and the transactions contempl ate d thereby, the expected synergies of the Acquisition, Magnolia’s share repurchase program, Magnolia’s strategy, future operat ion s, financial position, estimated revenues and losses, projected costs and capital expenditures, prospects, plans and objectives of managem ent are forward looking statements. When used in this presentation, the words could, should, will, may, believe, anticipate, inte nd , estimate, expect, project, the negative of such terms and other similar expressions are intended to identify forward - looking statements, a lthough not all forward - looking statements contain such identifying words. These forward - looking statements are based on managem ent’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 refle ct events or circumstances after the date of this presentation. Magnolia cautions you that these forward - looking statements are subject to al l of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Magnolia , i ncident to the development, production, gathering and sale of oil, natural gas and natural gas liquids. In addition, Magnolia cautions you t hat the forward looking statements contained in this presentation are subject to the following factors: ( i ) the expected timetable for completing the Acquisition, the results, effects and benefits of the Acquisition, future opportunities for Magnolia, other plans and expecta tio ns with respect to the Acquisition, and the anticipated impact of the Pending Acquisition on Magnolia’s results of operations , f inancial position, growth opportunities and competitive position; (ii) the market prices of oil, natural gas, natural gas liquids (“NGLs”), and oth er products or services; (iii) the supply and demand for oil, natural gas, NGLs, and other products or services, including im pac ts 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 thing s, competition and the ability of Magnolia to grow and manage growth profitably; (vi) legislative, regulatory, or policy changes, including thos e f ollowing the change in presidential administrations; (vii) geopolitical and business conditions in key regions of the world; (vi ii) cybersecurity threats, including increased use of artificial intelligence technologies; and (ix) the possibility that Magnolia may be adver sel y affected by other economic, business, and/or competitive factors, including inflation. Should one or more of the risks or u nce rtainties described in this presentation occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially f rom those expressed in any forward - looking statements. Additional information concerning these and other factors that may impact th e operations and projections discussed herein can be found in Magnolia’s filings with the SEC, including its Annual Report on Form 10 - K for t he fiscal year ended December 31, 2025. Magnolia’s SEC filings are available publicly on the SEC’s website at www.sec.gov. NON - GAAP FINANCIAL MEASURES This presentation includes non - GAAP financial measures, including adjusted net income, free cash flow, adjusted EBITDAX, adjuste d cash operating costs, adjusted cash operating margin and return on capital employed. Magnolia believes these metrics are us efu l because they allow Magnolia to more effectively evaluate its operating performance and compare the results of its operations from per iod to period and against its peers without regard to accounting methods or capital structure. Magnolia does not consider these n on - GAAP measures in isolation or as an alternative to similar financial measures determined in accordance with GAAP. The computations of these non - GAAP measures may not be comparable to other similarly titled measures of other companies. Adjusted net income and adjusted EBITDAX should not be considered an alternative to, or more meaningful than, net income as d ete rmined in accordance with GAAP. Certain items excluded from free cash flow, adjusted net income, adjusted EBITDAX, adjusted c ash operating costs, adjusted cash operating margin, adjusted operating margin and return on capital employed are significant com pon ents in understanding and assessing a company’s financial performance and should not be construed as an inference that its re sul ts will be unaffected by unusual or non - recurring terms. As performance measures, adjusted net income, adjusted EBITDAX, adjusted cash operating costs, adjusted cash operating margin an d return on capital employed may be useful to investors in facilitating comparisons to others in the Company’s industry becau se certain items can vary substantially in the oil and gas industry from company to company depending upon accounting methods, book valu e o f assets, and capital structure, among other factors. Management believes excluding these items facilitates investors and ana lys ts in evaluating and comparing the underlying operating and financial performance of our business from period to period by eliminat ing differences caused by the existence and timing of certain expense and income items that would not otherwise be apparent on a GA AP basis. As a liquidity measure, management believes free cash flow is useful for investors and widely accepted by those following the oi l and gas industry as financial indicators of a company’s ability to generate cash to internally fund drilling and completion ac tivities, fund acquisitions, and service debt. Our presentation of adjusted net income, adjusted EBITDAX, free cash flow, adjusted cash oper ati ng costs, adjusted cash operating margin and return on capital employed may not be comparable to similar measures of other co mpa nies in our industry. Reconciliations of non - GAAP measures included herein to the nearest corresponding GAAP measure are included in thi s presentation. INDUSTRY AND MARKET DATA This presentation has been prepared by Magnolia and includes market data and other statistical information from sources belie ved by Magnolia to be reliable, including independent industry publications, governmental publications or other published indepen de nt sources. Some data is also based on the good faith estimates of Magnolia, which are derived from its review of internal sourc es as well as the independent sources described above. Although Magnolia believes these sources are reliable, it has not indepen den tly verified the information and cannot guarantee its accuracy and completeness. 11 Magnolia Oil & Gas to Acquire WildFire Energy