Magnolia Oil & Gas (NYSE: MGY) director granted 76 RSUs; now holds 147,415 shares

Rhea-AI Filing Summary

Magnolia Oil & Gas Corporation reported an insider equity award for a director. On December 1, 2025, the reporting person received 76 fully vested restricted stock units (RSUs) of Class A common stock at a price of $0 per share. These RSUs were issued under the company’s Long Term Incentive Plan as dividend equivalent rights tied to previously deferred RSUs, in connection with a cash dividend paid on Class A common stock on that date.

After this transaction, the director beneficially owns 147,415 shares of Magnolia Oil & Gas Class A common stock in direct ownership. Each RSU represents a contingent right to receive one share of Class A common stock.

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^*

Acosta Arcilia

(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)
12/01/2025

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	12/01/2025		A		76(1)	A	$0	147,415	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 additional fully-vested restricted stock units ("RSUs") issued under the Magnolia Oil & Gas Corporation Long Term Incentive Plan with respect to dividend equivalent rights on previously deferred RSUs held by the reporting person, in connection with the payment of cash dividends to holders of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation on December 1, 2025. Each RSU represents a contingent right to receive one share of Class A Common Stock.

	/s/ Timothy D. Yang, Attorney-in-Fact	12/02/2025
	** 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.
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FAQ

What insider transaction did Magnolia Oil & Gas (MGY) disclose in this Form 4?

The filing discloses that a director received 76 fully vested RSUs of Magnolia Oil & Gas Class A common stock on December 1, 2025 as part of an equity award.

Why were the 76 RSUs granted to the Magnolia Oil & Gas (MGY) director?

The 76 RSUs were issued as dividend equivalent rights on previously deferred RSUs in connection with a cash dividend paid to holders of Magnolia Oil & Gas Class A common stock on December 1, 2025.

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

Each RSU represents a contingent right to receive one share of Magnolia Oil & Gas Class A common stock.

How many Magnolia Oil & Gas (MGY) shares does the reporting person own after this transaction?

Following the reported transaction, the director beneficially owns 147,415 shares of Magnolia Oil & Gas Class A common stock in direct ownership.

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

No cash consideration was paid for the equity award; the 76 RSUs were recorded at a price of $0 per share as part of the company’s long-term incentive compensation.