Every 8-K that Magnolia Oil & Gas Corporation (MGY) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow MGY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full MGY filings page.
Magnolia Oil & Gas Corp (MGY) said it completed its acquisition of WildFire Energy and sold non-core assets in Dimmit and Zavala counties for $47.5 million plus 616 net acres in Gonzales County. The divested assets included approximately 1.4 Mboe/d of next-twelve-month production. Third-quarter net debt was approximately $1.9 billion; the company repurchased approximately 2.3 million shares, with approximately 267 million shares outstanding at quarter-end. At current strip pricing, net debt to 2027E EBITDA was below 1.0x, more than a year sooner than expected when the acquisition was announced.
Estimated third-quarter production is 116 to 118 Mboe/d, with approximately 42% oil; fourth-quarter production is expected at 159 to 161 Mboe/d, with 49% to 50% oil, and D&C capital spending of approximately $235 million. For 2027, Magnolia estimates 4% to 5% growth in both oil and total production from a second-quarter 2026 pro forma base, with D&C capital spending of $900 million to $950 million. It expects $65 million to $75 million of transaction and integration costs in the third quarter and purchased approximately $14 million of 3D seismic during the quarter, to be reflected as exploration expense.
Magnolia Oil & Gas Corporation (MGY) completed its previously announced acquisition of WildFire Intermediate Holdings LLC on September 10, 2026. Total consideration is approximately $4.1 billion, including $2.57 billion in cash, 32,203,000 Class A shares and the assumption of $600 million of 7.500% Senior Notes due 2029.
Immediately after closing, WildFire entities were merged into Magnolia Oil & Gas Operating LLC, which assumed the 2029 Notes under a supplemental indenture, and Magnolia Midstream LLC became a guarantor of Magnolia’s 2032 and 2034 senior notes. A Registration Rights Agreement grants WildFire’s seller shelf, demand and piggy-back registration rights for the equity consideration, subject to a 30‑day lock-up.
Unaudited pro forma data show Magnolia shareholders owning about 88% of the combined equity and WildFire’s owner about 12%. As of December 31, 2025, pro forma proved reserves would total 481.4 MMboe, and the standardized measure of discounted future net cash flows would be about $6.59 billion versus $2.52 billion for Magnolia standalone.
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.
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, through Magnolia Oil & Gas Operating LLC, is acquiring 100% of the limited liability company interests of WildFire Intermediate Holdings, LLC from WildFire Energy I LLC, indirectly adding mostly contiguous assets covering approximately 810,000 net acres in multiple East Texas counties targeting the Eagle Ford, Austin Chalk and Woodbine formations. For the three months ended June 30, 2026, the Seller expects production of 53 Mboe/d (approximately 70% oil). As of December 31, 2025, the Seller’s Proved Developed Reserves were 139.8 MMBoe, including 100.3 MMBbls of oil, and total Proved Reserves were 271.2 MMBoe, including 196.5 MMBbls of oil.
As of June 30, 2026, Magnolia had cash and cash equivalents of approximately $295.9 million and no borrowings outstanding under its senior secured reserve-based revolving credit facility. For that quarter, Magnolia currently expects capital expenditures of $125 million and total net production of 106 Mboe/d (approximately 40% oil), while the Seller expects capital expenditures between $110 million and $120 million and total net production of 53 Mboe/d. These financial and operational figures are preliminary, unaudited estimates subject to change. The company also provides WildFire’s audited 2024–2025 financial statements, unaudited 2026 interim statements, pro forma combined financial information, an independent reserves report, and auditor and petroleum engineer consents for use in future securities offerings.
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.
Magnolia Oil & Gas Corporation held its 2026 Annual Meeting of Stockholders on May 8, 2026. Stockholders elected eight directors to one-year terms, with leading nominees such as Shandell M. Szabo receiving 174,593,837 votes for and 1,053,966 withheld.
Stockholders approved an advisory say-on-pay resolution covering 2025 executive compensation, with 172,184,401 votes for, 3,156,663 against and 306,739 abstentions. They also ratified the appointment of KPMG LLP as independent registered public accounting firm for the 2026 fiscal year, with 178,579,318 votes for, 589,404 against and 279,142 abstentions.
Magnolia Oil & Gas Corporation reported first quarter 2026 results showing modest growth in volumes and cash flow while stepping up capital returns and acquisitions. Total net income was $100.8 million, with net income attributable to Class A stock of $99.8 million, or $0.54 per diluted share, flat versus a year ago. Adjusted EBITDAX was $252.9 million, and drilling and completion capital of $128.7 million represented about 51% of adjusted EBITDAX.
Production averaged 102.6 Mboe/d, up 6% year over year, including oil volumes of 40.7 Mbbls/d, up 4%. Giddings field volumes grew 9% to 83.9 Mboe/d. Operating income margin was 36%, and free cash flow reached $145.6 million. Magnolia returned $83.3 million, or 57% of free cash flow, to shareholders through $51.9 million of share repurchases for 2.0 million shares and dividends of $0.165 per share.
The company closed bolt-on acquisitions in Karnes and Giddings for approximately $155 million, adding about 6,200 net acres and 500 boe/d of low-decline production and increasing working interest in key areas. Magnolia ended the quarter with $124.4 million of cash, an undrawn $450 million revolver, and reiterated 2026 guidance for roughly 5% total production growth and full-year D&C capital of $440–$480 million.
Magnolia Oil & Gas Corporation filed a current report to furnish its latest earnings materials. The company issued a press release and an earnings presentation covering its financial and operational results for the fourth quarter and full year ended December 31, 2025.
Both the press release (Exhibit 99.1) and the earnings presentation (Exhibit 99.2) are furnished under Items 2.02 and 7.01, meaning they are not treated as filed for liability purposes or automatically incorporated into other Securities Act or Exchange Act filings.
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.