Magnolia Oil & Gas (MGY) director receives 6,320 RSU award in Form 4 filing

Rhea-AI Filing Summary

DJEREJIAN EDWARD P reported acquisition or exercise transactions in this Form 4 filing.

Magnolia Oil & Gas Corp director Edward P. Djerejian received an equity award of 6,320 restricted stock units (RSUs) of Class A common stock. The award was granted at no cash cost to him as part of the company’s Long Term Incentive Plan.

Each RSU represents a right to receive one share of Class A common stock, subject to vesting. The RSUs vest on the earlier of the day before the next annual stockholder meeting at which directors are elected or the first anniversary of the grant date, assuming he continues to serve as a director. Following this grant, he directly holds 116,745 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider DJEREJIAN EDWARD P

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	6,320	$0.00	--

Holdings After Transaction: Class A Common Stock — 116,745 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs granted: 6,320 units Shares after transaction: 116,745 shares Grant price: $0.00 per share +2 more

5 metrics

RSUs granted 6,320 units Restricted stock units of Class A common stock

Shares after transaction 116,745 shares Direct holdings after RSU grant

Grant price $0.00 per share Equity compensation award, no cash paid by director

Transaction code A Grant, award, or other acquisition of non-derivative security

Vesting schedule Earlier of next director election meeting or 1 year Subject to continued board service through vesting date

Key Terms

restricted stock units ("RSUs"), Long Term Incentive Plan, contingent right, Class A common stock

4 terms

restricted stock units ("RSUs") financial

"Reflects restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Long Term Incentive Plan financial

"RSUs granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan")"

A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

contingent right financial

"Each RSU represents a contingent right to receive one share of Class A common stock"

Class A common stock financial

"Each RSU represents a contingent right to receive one share of Class A common stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DJEREJIAN EDWARD P

(Last) (First) (Middle)

C/O MAGNOLIA OIL & GAS CORPORATION

NINE GREENWAY PLAZA, SUITE 1300

(Street)

HOUSTON TEXAS 77046

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/08/2026		A		6,320(1)	A	$0	116,745	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"). The RSUs will vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Company at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the director's continued service through the applicable vesting date.

	/s/ Timothy D. Yang, Attorney-in-Fact	05/12/2026
	** 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 4 (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 4: SEC 1474 (03-26)

FAQ

What insider transaction did Magnolia Oil & Gas (MGY) report for Edward P. Djerejian?

Magnolia Oil & Gas reported that director Edward P. Djerejian received 6,320 restricted stock units of Class A common stock. These RSUs are a stock-based compensation grant under the company’s Long Term Incentive Plan rather than an open-market purchase of shares.

How many Magnolia Oil & Gas (MGY) shares does Edward P. Djerejian hold after this Form 4?

After this RSU grant, Edward P. Djerejian directly holds 116,745 shares of Magnolia Oil & Gas Class A common stock. This total includes the new award and reflects his position as reported in the latest Form 4 insider ownership filing.

What are the vesting terms of the Magnolia Oil & Gas (MGY) RSUs granted to Edward P. Djerejian?

The RSUs granted to Edward P. Djerejian vest on the earlier of the day before the next annual stockholder meeting where directors are elected or the first anniversary of the grant date, provided he continues serving as a director through the chosen vesting date.

Are the RSUs granted to Edward P. Djerejian an open-market purchase of Magnolia Oil & Gas (MGY) stock?

No, the RSUs granted to Edward P. Djerejian are a compensation award, not an open-market purchase. Each RSU represents a contingent right to receive one share of Class A common stock, subject to vesting conditions based on continued service on the board.

What plan governs the RSU award reported for Magnolia Oil & Gas (MGY) director Edward P. Djerejian?

The RSU award to Edward P. Djerejian was granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan. This plan provides equity-based compensation, and in this case each restricted stock unit corresponds to one share of Class A common stock upon vesting.