Magnolia Oil & Gas (MGY) CFO logs PSU vesting, stock sale and new equity awards

Rhea-AI Filing Summary

Magnolia Oil & Gas Corp SVP & Chief Financial Officer Brian Corales reported multiple equity award transactions on February 5, 2026. A block of 31,708 performance share units earned under a prior award converted into the same number of Class A common shares. One-half of the earned PSUs was settled in cash, and 15,854 shares of Class A common stock were sold at $23.985 per share, while 6,239 shares were withheld at $26.21 per share to cover obligations. Corales also received 40,016 restricted stock units that vest in three equal installments on March 1 of 2027, 2028, and 2029, plus a new grant of 40,016 performance share units tied to relative total shareholder return for a performance period from January 1, 2026 through December 31, 2028. After these transactions, he directly holds 233,094 shares of Class A common stock and 40,016 PSUs.

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

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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^*

Corales Brian

(Last) (First) (Middle)

C/O MAGNOLIA OIL & GAS CORPORATION

NINE GREENWAY PLAZA, SUITE 1300

(Street)

HOUSTON TX 77046

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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

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

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

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	02/05/2026		M		31,708(1)	A	(1)	215,171	D
Class A Common Stock	02/05/2026		F		6,239	D	$26.21	208,932	D
Class A Common Stock	02/05/2026		D		15,854(2)	D	$23.985	193,078	D
Class A Common Stock	02/05/2026		A		40,016(3)	A	$0	233,094	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
Performance Share Units	(1)	02/05/2026		M			31,708(1)	(1)	(1)	Class A Common Stock	31,708(1)	$0	0	D
Performance Share Units	(4)	02/05/2026		A		40,016		(4)	(4)	Class A Common Stock	40,016	$0	40,016	D

Explanation of Responses:

1. Reflects performance share units ("PSUs"), the grant of which was previously reported in Table II of Mr. Corales's Form 4 filed on February 15, 2023 (the "Prior Form 4"). Each PSU, to the extent earned, represented a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"), or the cash equivalent thereof, and the officer could earn between 0% and 150% of the target number of PSUs reported on the Prior Form 4, based on the Company's relative total shareholder return performance for the specified period and subject to the officer's continued employment through the date of settlement of the PSUs. On February 5, 2026, the Compensation Committee certified that the Company's relative total shareholder return performance resulted in the officer earning 140.46% of the target number of PSUs (the "Earned PSUs").

2. Reflects the cash settlement of one-half of the Earned PSUs.

3. Reflects restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan, as amended from time to time (the "Plan"). Each RSU represents a contingent right to receive one share of Class A Common Stock of the Company. The RSUs will vest in three substantially equal installments on March 1, 2027, 2028, and 2029, subject to the officer's continued employment through the applicable vesting date.

4. Reflects PSUs granted under the Plan. Each PSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, or the cash equivalent thereof, and the officer may earn between 0% and 200% of the target number of PSUs reported above, based on the Compensation Committee's certification of the relative total shareholder return of the Company measured against a peer group of companies for the performance period commencing January 1, 2026 and ending December 31, 2028 and subject to the officer's continued employment through the date of settlement of the PSUs (which will occur within 60 days following the conclusion of the performance period).

	/s/ Timothy D. Yang , Attorney-in-Fact	02/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did MGY CFO Brian Corales report on February 5, 2026?

Brian Corales reported PSU vesting, share sales, tax withholding and new grants. 31,708 performance share units converted into Class A common stock, with part settled in cash, some shares sold, and additional restricted stock units and new PSUs granted under the company’s long-term incentive plan.

How many Magnolia Oil & Gas (MGY) shares did the CFO sell or dispose of?

The CFO disposed of 15,854 shares of Class A common stock in an open-market sale at $23.985 per share. An additional 6,239 shares were withheld at $26.21 per share in a transaction coded “F,” typically used for shares withheld to satisfy tax or similar obligations.

How many Magnolia Oil & Gas (MGY) shares does the CFO own after these transactions?

After the reported transactions, Brian Corales directly owns 233,094 shares of Magnolia Oil & Gas Class A common stock. He also holds 40,016 performance share units, which may convert into additional shares or cash depending on future performance and continued employment conditions.

What new restricted stock units did the MGY CFO receive and when do they vest?

The CFO received 40,016 restricted stock units under Magnolia Oil & Gas’s long-term incentive plan. Each unit represents one Class A share and will vest in three substantially equal installments on March 1, 2027, March 1, 2028, and March 1, 2029, subject to continued employment.

What performance conditions apply to the new Magnolia Oil & Gas PSUs granted to the CFO?

The 40,016 new performance share units can pay out between 0% and 200% of target. Vesting depends on the Compensation Committee certifying Magnolia’s relative total shareholder return versus a peer group over January 1, 2026 to December 31, 2028, plus the CFO’s continued employment through settlement.

How were the previously granted Magnolia Oil & Gas PSUs for the CFO determined to have vested?

Previously granted PSUs were tied to Magnolia’s relative total shareholder return. On February 5, 2026, the Compensation Committee certified performance at 140.46% of target, resulting in the Earned PSUs. Half were settled in cash and half in shares, leading to related stock and cash transactions.