WildFire reports 32.2M Magnolia Oil stake

Magnolia Oil & Gas Corp (MGY) reported that WildFire Energy I LLC directly holds 32,203,000 shares of its Class A common stock, making associated reporting entities ten percent owners.

Rhea-AI Filing Summary

Magnolia Oil & Gas Corp (MGY) reported that WildFire Energy I LLC directly holds 32,203,000 shares of its Class A common stock, making associated reporting entities ten percent owners. The Warburg Entities and the Kayne Entities jointly control WildFire Energy I LLC and each disclaims beneficial ownership beyond its pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider WildFire Energy I LLC, Hawkwood HoldCo, L.P., Hawkwood HoldCo GP, LLC, Warburg Pincus & Co US, LLC, KAYNE ANDERSON CAPITAL ADVISORS LP

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
holding	Class A Common Stock F1, F2, F3	--	--	--

Holdings After Transaction: Class A Common Stock — 32,203,000 shares (Direct)

Footnotes (3)

1. F1. The reported securities are directly held by WildFire Energy I LLC (the "Shareholder"). Hawkwood HoldCo, L.P., Kayne Private Energy Income Fund II, L.P., Kayne Private Energy Income Fund II-B, L.P., Kayne Anderson Energy Fund VIII, L.P. and certain management individuals hold 100% of the equity interests in the Shareholder. The Warburg Entities and the Kayne Entities (each as defined below) jointly control the Shareholder.
2. F2. Warburg Pincus & Company US, LLC ("Warburg Pincus") is the general partner of Warburg Pincus Partners II (US), L.P., which is the managing member of Warburg Pincus Partners (E&P) XI LLC, which is the sole member of Warburg Pincus (E&P) XI LLC, which is the general partner of Warburg Pincus (E&P) XI, L.P., which is the general partner of Warburg Pincus Private Equity (E&P) XI - A, L.P., which is the managing member of Hawkwood HoldCo GP, LLC, which is the general partner of Hawkwood HoldCo, L.P., which holds the securities on behalf of various funds and accounts indirectly managed by Warburg Pincus (the entities in this footnote 2, the "Warburg Entities"). Each of the Warburg Entities disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Warburg Entities are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
3. F3. Kayne Private Energy Income Fund II, L.P., Kayne Private Energy Income Fund II-B, L.P. and Kayne Anderson Energy Fund VIII, L.P. are managed, with discretion to purchase or sell securities, by Kayne Anderson Capital Advisors, L.P. (or controlled affiliates thereof) (collectively, the "Kayne Entities"), as a registered investment adviser. Each of the Kayne Entities disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Kayne Entities are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

Key Figures

Class A Common Stock held: 32,203,000 shares Reporting persons classified as ten percent owners: 5 entities Form type: Form 3 (Initial Statement of Beneficial Ownership)

3 metrics

Class A Common Stock held 32,203,000 shares Directly held by WildFire Energy I LLC as of September 10, 2026

Reporting persons classified as ten percent owners 5 entities WildFire Energy I LLC and four affiliated entities

Form type Form 3 (Initial Statement of Beneficial Ownership) Initial Section 16 ownership report for Magnolia Oil & Gas Corp

Key Terms

ten percent owner, beneficial ownership, pecuniary interest, registered investment adviser

4 terms

ten percent owner regulatory

"each is identified as a ten percent owner of Magnolia Oil & Gas Corp"

beneficial ownership regulatory

"disclaims beneficial ownership of the securities reported herein"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of its pecuniary interest therein"

registered investment adviser regulatory

"Kayne Anderson Capital Advisors, L.P. ... as a registered investment adviser"

A registered investment adviser (RIA) is a firm or individual legally registered with regulators to give personalized investment advice and manage clients' money, with a duty to put clients’ interests ahead of their own. Think of an RIA as a licensed financial guide who must disclose fees, conflicts and how they are paid; that transparency and legal duty matter to investors because it reduces the risk of hidden costs or biased recommendations.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership stake in MGY does WildFire Energy I LLC report on this Form 3?

WildFire Energy I LLC reports direct ownership of 32,203,000 shares of Magnolia Oil & Gas Corp Class A common stock, as of September 10, 2026, making the associated reporting entities ten percent owners under Section 16 rules.

Who are the reporting persons on Magnolia Oil & Gas (MGY) Form 3?

The reporting persons are WildFire Energy I LLC, Hawkwood HoldCo, L.P., Hawkwood HoldCo GP, LLC, Warburg Pincus & Co US, LLC, and Kayne Anderson Capital Advisors LP, each identified as a ten percent owner of Magnolia Oil & Gas Corp.

How are Warburg Pincus-related entities connected to MGY’s shareholding?

Warburg Pincus & Company US, LLC and affiliated entities (the Warburg Entities) indirectly manage Hawkwood HoldCo, L.P., which participates in WildFire Energy I LLC. The Warburg Entities disclaim beneficial ownership except to the extent of their pecuniary interest.

What role do the Kayne Entities play in Magnolia Oil & Gas (MGY) ownership?

Kayne Private Energy Income Fund II, L.P., related funds, and Kayne Anderson Energy Fund VIII, L.P. are managed by Kayne Anderson Capital Advisors, L.P. as registered investment adviser and, as the Kayne Entities, jointly control WildFire Energy I LLC while disclaiming beneficial ownership beyond pecuniary interests.

Does this MGY Form 3 report any recent insider buy or sell transactions?

No. The Form 3 records a holding of 32,203,000 Class A shares by WildFire Energy I LLC as of September 10, 2026, but does not report any specific purchase or sale transactions by the reporting persons.

Who jointly controls the main MGY shareholder WildFire Energy I LLC?

WildFire Energy I LLC is jointly controlled by the Warburg Entities and the Kayne Entities, as described in the footnotes. Various funds and certain management individuals hold 100% of WildFire Energy I LLC’s equity interests.

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Available on EDGAR 09/16/2026 - 04:31 PM Accepted by SEC EDGAR 09/16/2026 - 04:30 PM Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

WildFire Energy I LLC

(Last) (First) (Middle)

920 MEMORIAL CITY WAY

SUITE 1400

(Street)

HOUSTON TEXAS 77024

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
09/10/2026

3. Issuer Name and Ticker or Trading Symbol
Magnolia Oil & Gas Corp [ MGY ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	32,203,000	D(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

WildFire Energy I LLC

(Last) (First) (Middle)

920 MEMORIAL CITY WAY

SUITE 1400

(Street)

HOUSTON TEXAS 77024

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Hawkwood HoldCo, L.P.

(Last) (First) (Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

NEW YORK NEW YORK 10017

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Hawkwood HoldCo GP, LLC

(Last) (First) (Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

NEW YORK NEW YORK 10017

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Warburg Pincus & Co US, LLC

(Last) (First) (Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

NEW YORK NEW YORK 10017

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KAYNE ANDERSON CAPITAL ADVISORS LP

(Last) (First) (Middle)

2121 AVENUE OF THE STARS

9TH FLOOR

(Street)

LOS ANGELES CALIFORNIA 90067

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The reported securities are directly held by WildFire Energy I LLC (the "Shareholder"). Hawkwood HoldCo, L.P., Kayne Private Energy Income Fund II, L.P., Kayne Private Energy Income Fund II-B, L.P., Kayne Anderson Energy Fund VIII, L.P. and certain management individuals hold 100% of the equity interests in the Shareholder. The Warburg Entities and the Kayne Entities (each as defined below) jointly control the Shareholder.

2. Warburg Pincus & Company US, LLC ("Warburg Pincus") is the general partner of Warburg Pincus Partners II (US), L.P., which is the managing member of Warburg Pincus Partners (E&P) XI LLC, which is the sole member of Warburg Pincus (E&P) XI LLC, which is the general partner of Warburg Pincus (E&P) XI, L.P., which is the general partner of Warburg Pincus Private Equity (E&P) XI - A, L.P., which is the managing member of Hawkwood HoldCo GP, LLC, which is the general partner of Hawkwood HoldCo, L.P., which holds the securities on behalf of various funds and accounts indirectly managed by Warburg Pincus (the entities in this footnote 2, the "Warburg Entities"). Each of the Warburg Entities disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Warburg Entities are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

3. Kayne Private Energy Income Fund II, L.P., Kayne Private Energy Income Fund II-B, L.P. and Kayne Anderson Energy Fund VIII, L.P. are managed, with discretion to purchase or sell securities, by Kayne Anderson Capital Advisors, L.P. (or controlled affiliates thereof) (collectively, the "Kayne Entities"), as a registered investment adviser. Each of the Kayne Entities disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Kayne Entities are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

Remarks:

Information with respect to each of the Reporting Persons is given solely by such Reporting Persons, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

	See Exhibit 99.1	09/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)