Magnolia Oil & Gas (MGY) director receives 6,320 RSUs as equity award

Rhea-AI Filing Summary

LARSON JAMES R reported acquisition or exercise transactions in this Form 4 filing.

Magnolia Oil & Gas Corp director James R. Larson received an equity award of 6,320 restricted stock units (RSUs) of Class A Common Stock. The RSUs were granted at no cash cost as part of the company’s Long Term Incentive Plan and increase his direct holdings to 97,295 shares.

Each RSU represents the right to receive one share of Class A Common Stock. The award will 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, if he continues serving as a director through that date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider LARSON JAMES R

Role null

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

Holdings After Transaction: Class A Common Stock — 97,295 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs granted: 6,320 units Transaction price per share: $0.0000 per share Shares held after grant: 97,295 shares +1 more

4 metrics

RSUs granted 6,320 units Equity award of restricted stock units to director

Transaction price per share $0.0000 per share Reported grant price for RSUs

Shares held after grant 97,295 shares Director’s Class A Common Stock holdings following transaction

Security type Class A Common Stock Underlying security for RSUs

Key Terms

restricted stock units, Long Term Incentive Plan, Class A Common Stock, contingent right, +1 more

5 terms

restricted stock units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

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.

Class A Common Stock financial

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

contingent right financial

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

vesting date financial

"The RSUs will vest on the earlier of the day preceding the next annual meeting or the first anniversary of the grant date, subject to continued service through the applicable vesting date"

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^*

LARSON JAMES R

(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	97,295	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 James R. Larson?

Magnolia Oil & Gas reported that director James R. Larson received 6,320 restricted stock units as an equity grant. These RSUs were awarded at no cash cost and increase his direct Class A Common Stock holdings to 97,295 shares after the transaction.

How many Magnolia Oil & Gas (MGY) shares does James R. Larson hold after this Form 4?

After this equity award, James R. Larson holds 97,295 shares of Magnolia Oil & Gas Class A Common Stock. This reflects the addition of 6,320 restricted stock units granted under the company’s Long Term Incentive Plan, assuming one share per RSU when vested.

What are the vesting terms of the RSUs granted to the Magnolia Oil & Gas (MGY) director?

The 6,320 RSUs granted to the Magnolia Oil & Gas director vest on the earlier of the day before the next annual stockholder meeting electing directors, or the first anniversary of the grant date, provided he continues serving as a director through that vesting date.

What does each RSU represent in the Magnolia Oil & Gas (MGY) Form 4 filing?

Each restricted stock unit in this filing represents a contingent right to receive one share of Magnolia Oil & Gas Class A Common Stock. The shares are delivered only upon vesting, subject to the director’s continued service on the company’s board.

Was there any cash paid for the RSUs in the Magnolia Oil & Gas (MGY) Form 4?

No cash was paid for these RSUs; the transaction price per share is reported as 0.0000. The award reflects stock-based compensation granted to the director under Magnolia Oil & Gas Corporation’s Long Term Incentive Plan rather than an open-market purchase.