Magnolia Oil & Gas (MGY) director granted 6,320 RSUs in equity award

Rhea-AI Filing Summary

Khani David M. reported acquisition or exercise transactions in this Form 4 filing.

Magnolia Oil & Gas Corp director David M. Khani received an equity grant of 6,320 restricted stock units (RSUs) of Class A common stock on May 8, 2026. Each RSU represents one share and will vest on the earlier of the day before the next director election meeting or the first anniversary of the grant date, subject to his continued board service. Following this award, Khani directly holds 22,622 shares, including the RSUs.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Khani David M.

Role null

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

Holdings After Transaction: Class A Common Stock — 22,622 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSUs granted: 6,320 shares Price per RSU: $0.00 per share Shares after transaction: 22,622 shares +1 more

4 metrics

RSUs granted 6,320 shares Restricted stock units granted May 8, 2026

Price per RSU $0.00 per share Grant price for RSU award

Shares after transaction 22,622 shares Total direct holdings following RSU grant

Transaction code A Grant, award, or other acquisition

Key Terms

restricted stock units, Long Term Incentive Plan, Class A Common Stock

3 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.

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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^*

Khani David M.

(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	22,622	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 Corp (MGY) report for David M. Khani?

Magnolia Oil & Gas reported that director David M. Khani received 6,320 restricted stock units. These RSUs are a stock-based compensation grant, not an open-market purchase or sale, and were awarded at a price of $0.00 per unit under the company’s long-term incentive plan.

How many Magnolia Oil & Gas (MGY) shares does David M. Khani hold after this Form 4 transaction?

After the RSU grant, David M. Khani holds 22,622 shares of Class A common stock. This total reflects his direct beneficial ownership immediately following the award, including the newly granted 6,320 restricted stock units that each represent a contingent right to one share.

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

The RSUs vest on the earlier of two dates. They vest either the day before the next annual stockholder meeting at which directors are elected, or on the first anniversary of the grant date, in each case conditioned on Khani’s continued service as a director through vesting.

Is the Magnolia Oil & Gas (MGY) RSU grant to David M. Khani a market purchase or sale?

No, the transaction is a compensation-related grant, not a market trade. The Form 4 uses transaction code “A” for a grant or award acquisition, and the RSUs were issued at a price of $0.00 per unit under the company’s long-term incentive plan.

Under what plan were the RSUs in this Magnolia Oil & Gas (MGY) Form 4 granted?

The RSUs were granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan. This plan provides equity-based awards such as restricted stock units to directors, with each RSU in this grant representing a contingent right to receive one share of Class A common stock.