Magnolia Oil & Gas (MGY) director Dan F. Smith sells 18,000 shares in open market

Rhea-AI Filing Summary

Magnolia Oil & Gas Corp director Dan F. Smith reported an open‑market sale of 18,000 shares of Class A common stock on March 9, 2026. The weighted average sale price was $29.012 per share, with individual trades between $29.01 and $29.03. After this transaction, he directly owns 119,204 shares of Magnolia Oil & Gas common stock.

Insights

Equity markets analyst

Director executes modest open‑market sale while retaining a sizable equity stake.

Director Dan F. Smith sold 18,000 shares of Magnolia Oil & Gas Class A common stock in an open‑market transaction at a weighted average price of $29.012 per share. The trades occurred within a narrow range of $29.01 to $29.03.

Following the sale, Smith continues to hold 119,204 shares, indicating he retains a substantial position. The filing does not reference option exercises, tax‑related sales, or a trading plan, so this appears as a straightforward portfolio decision. On its own, the transaction is routine and not thesis‑changing.

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^*

SMITH DAN F

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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	03/09/2026		S		18,000	D	$29.012(1)	119,204	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. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.01 to $29.03, inclusive. The reported person undertakes to provide to the Company, any Company security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

	/s/ Timothy D. Yang, Attorney-in-Fact	03/11/2026
	** 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 for Dan F. Smith?

Magnolia Oil & Gas reported that director Dan F. Smith sold 18,000 shares of Class A common stock. The sale was an open‑market transaction, disclosed on Form 4, and reflects a routine portfolio move rather than a change in control or role.

At what price did Dan F. Smith sell Magnolia Oil & Gas (MGY) shares?

Dan F. Smith sold his Magnolia Oil & Gas shares at a weighted average price of $29.012 per share. According to the filing, individual trade prices ranged from $29.01 to $29.03, providing a narrow execution band around the reported average.

How many Magnolia Oil & Gas (MGY) shares does Dan F. Smith hold after the sale?

After the reported sale, Dan F. Smith directly owns 119,204 shares of Magnolia Oil & Gas Class A common stock. This remaining stake indicates he continues to have significant equity exposure to the company despite the recent share disposition.

Was the Magnolia Oil & Gas (MGY) insider sale a market transaction?

Yes. The Form 4 describes the transaction as an open‑market sale of Magnolia Oil & Gas Class A common stock. Shares were sold in multiple trades on the market, rather than through a private block transfer or option exercise-related mechanism.

Did the Magnolia Oil & Gas (MGY) Form 4 mention a trading plan for the sale?

The Form 4 footnote focuses on the weighted average sale price and trade price range between $29.01 and $29.03. It does not reference a Rule 10b5‑1 trading plan or any pre‑arranged selling program for this particular transaction.