Magnolia Oil & Gas (MGY) CEO uses 42,863 shares for tax withholding

Rhea-AI Filing Summary

Magnolia Oil & Gas Corp CEO and Chairman Christopher G. Stavros reported a tax-withholding disposition of 42,863 shares of Class A common stock at $28.55 per share. This reflects shares withheld to cover tax obligations rather than an open-market sale, leaving him with 1,003,546 shares held directly after the transaction.

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^*

Stavros Christopher G

(Last) (First) (Middle)

C/O MAGNOLIA OIL AND 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		F		42,863	D	$28.55	1,003,546	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:

	/s/ Timothy D. Yang, Attorney-in-Fact	03/04/2026
	** 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.

FAQ

What insider transaction did Magnolia Oil & Gas (MGY) report on this Form 4?

Magnolia Oil & Gas reported a Form 4 for CEO and Chairman Christopher G. Stavros showing a tax-withholding disposition of 42,863 shares of Class A common stock at $28.55 per share, executed to satisfy tax obligations rather than as an open-market sale.

Did the Magnolia Oil & Gas (MGY) CEO sell shares on the open market?

No, the CEO’s Form 4 shows a tax-withholding disposition coded “F,” meaning 42,863 shares were withheld at $28.55 per share to cover tax liabilities, rather than being sold in an open-market transaction to third-party buyers.

How many Magnolia Oil & Gas (MGY) shares does the CEO hold after this Form 4 transaction?

After the tax-withholding disposition, CEO and Chairman Christopher G. Stavros directly holds 1,003,546 shares of Magnolia Oil & Gas Class A common stock, as reported in the Form 4’s “shares beneficially owned following reported transaction” field.

What does transaction code “F” mean in the Magnolia Oil & Gas (MGY) Form 4?

Transaction code “F” on the Form 4 indicates payment of an exercise price or tax liability by delivering securities. Here, 42,863 Magnolia Oil & Gas Class A shares were used to satisfy tax obligations at a reference price of $28.55 per share.

Who is the insider involved in this Magnolia Oil & Gas (MGY) Form 4 filing?

The insider is Christopher G. Stavros, CEO and Chairman of Magnolia Oil & Gas. He reported a non-derivative transaction involving a tax-withholding disposition of 42,863 Class A common stock shares while retaining 1,003,546 shares directly afterward.