Magnolia Oil & Gas (NYSE: MGY) EVP Yang settles PSUs, gets new RSU and PSU grants

Rhea-AI Filing Summary

Magnolia Oil & Gas EVP and General Counsel Timothy D. Yang reported multiple equity compensation transactions on February 5, 2026. He converted 49,532 performance share units into Class A common stock after the compensation committee certified 140.46% of his target PSUs as earned based on relative total shareholder return.

One-half of the earned PSUs was settled in cash, reflected by a 24,766-share sale at $23.985 per share and 9,746 shares withheld at $26.21 for taxes. Yang also received 42,122 restricted stock units vesting in three installments in 2027, 2028, and 2029, and 42,122 new performance share units tied to relative total shareholder return for a period from January 1, 2026 through December 31, 2028. Following these transactions, he directly owned 691,817 Class A shares and 42,122 PSUs.

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^*

Yang Timothy D.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP - GENERAL COUNSEL & SEC

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/05/2026		M		49,532(1)	A	(1)	684,207	D
Class A Common Stock	02/05/2026		F		9,746	D	$26.21	674,461	D
Class A Common Stock	02/05/2026		D		24,766(2)	D	$23.985	649,695	D
Class A Common Stock	02/05/2026		A		42,122(3)	A	$0	691,817	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
Performance Share Units	(1)	02/05/2026		M			49,532(1)	(1)	(1)	Class A Common Stock	49,532(1)	$0	0	D
Performance Share Units	(4)	02/05/2026		A		42,122		(4)	(4)	Class A Common Stock	42,122	$0	42,122	D

Explanation of Responses:

1. Reflects performance share units ("PSUs"), the grant of which was previously reported in Table II of Mr. Yang's Form 4 filed on February 15, 2023 (the "Prior Form 4"). Each PSU, to the extent earned, represented a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"), or the cash equivalent thereof, and the officer could earn between 0% and 150% of the target number of PSUs reported on the Prior Form 4, based on the Company's relative total shareholder return performance for the specified period and subject to the officer's continued employment through the date of settlement of the PSUs. On February 5, 2026, the Compensation Committee certified that the Company's relative total shareholder return performance resulted in the officer earning 140.46% of the target number of PSUs (the "Earned PSUs").

2. Reflects the cash settlement of one-half of the Earned PSUs.

3. Reflects restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan, as amended from time to time (the "Plan"). Each RSU represents a contingent right to receive one share of Class A Common Stock of the Company. The RSUs will vest in three substantially equal installments on March 1, 2027, 2028, and 2029, subject to the officer's continued employment through the applicable vesting date.

4. Reflects PSUs granted under the Plan. Each PSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, or the cash equivalent thereof, and the officer may earn between 0% and 200% of the target number of PSUs reported above, based on the Compensation Committee's certification of the relative total shareholder return of the Company measured against a peer group of companies for the performance period commencing January 1, 2026 and ending December 31, 2028 and subject to the officer's continued employment through the date of settlement of the PSUs (which will occur within 60 days following the conclusion of the performance period).

	/s/ Timothy D. Yang	02/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did MGY EVP Timothy Yang report on February 5, 2026?

Timothy D. Yang reported converting 49,532 performance share units into Magnolia Oil & Gas Class A common stock. He also sold 24,766 shares for cash, had 9,746 shares withheld for taxes, and received grants of 42,122 restricted stock units and 42,122 new performance share units.

How many Magnolia Oil & Gas shares does Timothy Yang own after these Form 4 transactions?

After the reported transactions, Timothy D. Yang directly owned 691,817 shares of Magnolia Oil & Gas Class A common stock. He also held 42,122 performance share units, each representing a potential future share or cash equivalent subject to performance and continued employment conditions.

What are the key terms of Timothy Yang’s new RSU grant at Magnolia Oil & Gas (MGY)?

Yang received 42,122 restricted stock units under Magnolia’s Long Term Incentive Plan. Each RSU represents one Class A share and vests in three substantially equal installments on March 1 of 2027, 2028, and 2029, conditioned on his continued employment through each vesting date.

How are Timothy Yang’s new performance share units at Magnolia Oil & Gas earned?

The 42,122 new performance share units may pay out between 0% and 200% of target, depending on Magnolia’s relative total shareholder return versus a peer group from January 1, 2026 through December 31, 2028. Payout also requires Yang’s continued employment through PSU settlement.

Why did Magnolia Oil & Gas withhold 9,746 shares from Timothy Yang on February 5, 2026?

The 9,746 Magnolia Oil & Gas Class A shares reported with transaction code “F” were withheld at a price of $26.21 per share. This represents shares retained by the company to satisfy tax obligations arising from Yang’s equity award transactions on that date.

How were Timothy Yang’s previously granted PSUs at Magnolia Oil & Gas settled?

Previously granted performance share units were certified at 140.46% of target based on relative total shareholder return. They converted into 49,532 shares of Class A common stock, with half effectively settled in cash through a 24,766-share sale and related tax withholding transactions.