Magnolia Oil & Gas (MGY) director awarded 8,028 RSUs in equity grant

Rhea-AI Filing Summary

SMITH DAN F reported acquisition or exercise transactions in this Form 4 filing.

Magnolia Oil & Gas Corp director Dan F. Smith received a grant of 8,028 restricted stock units (RSUs) of Class A common stock as equity compensation. The award was made at a stated price of $0.00 per share and increases his directly held position to 127,232 shares.

Each RSU represents the right to receive one share of Class A common stock. The RSUs will vest on the earlier of the day before the company’s next annual shareholder meeting at which directors are elected, or the first anniversary of the grant date, as long as he continues to serve as a director through that vesting date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SMITH DAN F

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	8,028	$0.00	--

Holdings After Transaction: Class A Common Stock — 127,232 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs granted: 8,028 RSUs Price per RSU: $0.00 per share Shares held after grant: 127,232 shares +1 more

4 metrics

RSUs granted 8,028 RSUs Grant of restricted stock units to director on May 8, 2026

Price per RSU $0.00 per share Stated transaction price for RSU grant

Shares held after grant 127,232 shares Total Class A common stock directly owned after transaction

Vesting condition Earlier of next director meeting minus one day or 1-year anniversary RSUs vesting schedule subject to continued board service

Key Terms

restricted stock units, Long Term Incentive Plan, Class A common stock, vesting date

4 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 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.

vesting date financial

"subject to the director's 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^*

SMITH DAN F

(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		8,028(1)	A	$0	127,232	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 did Magnolia Oil & Gas (MGY) director Dan F. Smith receive in this Form 4?

Dan F. Smith received 8,028 restricted stock units in Magnolia Oil & Gas Class A common stock. These RSUs are a form of equity compensation granted under the company’s Long Term Incentive Plan and will convert into shares after vesting.

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

After the RSU grant, Dan F. Smith holds 127,232 shares of Magnolia Oil & Gas Class A common stock. This figure reflects his direct ownership position as reported following the May 8, 2026 equity award.

What are the vesting terms of Dan F. Smith’s new Magnolia Oil & Gas (MGY) RSUs?

The RSUs vest on the earlier of the day before the next Magnolia Oil & Gas annual shareholder meeting at which directors are elected, or the first anniversary of the grant date, assuming Smith continues serving as a director until vesting.

Does Dan F. Smith pay for the Magnolia Oil & Gas (MGY) RSUs granted in this filing?

No cash payment is required from Dan F. Smith for this RSU grant, which is reported at a price of $0.00 per share. The award is part of his director compensation rather than an open-market purchase of MGY stock.

What plan governs the RSU grant to Magnolia Oil & Gas (MGY) director Dan F. Smith?

The RSU grant was made under the Magnolia Oil & Gas Corporation Long Term Incentive Plan. This plan provides equity-based awards like RSUs to directors and other participants as part of the company’s long-term compensation structure.