Magnolia Oil & Gas (MGY) CFO surrenders 15,916 shares for tax withholding

Rhea-AI Filing Summary

Magnolia Oil & Gas Corp’s senior vice president and chief financial officer, Brian Corales, reported a tax-withholding disposition of 15,916 shares of Class A common stock at $28.55 per share on March 2, 2026. After this transaction, he directly holds 217,178 shares.

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^*

Corales Brian

(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)
	SVP & CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		F		15,916	D	$28.55	217,178	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:

	/s/ Timothy D. Yang , Attorney-in-Fact	03/04/2026
	** 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.

FAQ

What insider transaction did Magnolia Oil & Gas (MGY) report for Brian Corales?

Magnolia Oil & Gas reported that SVP and CFO Brian Corales disposed of 15,916 shares of Class A common stock in a tax-withholding transaction. This type of disposition typically settles tax obligations related to equity awards rather than reflecting an open-market sale.

At what price were the Magnolia Oil & Gas (MGY) shares disposed of by the CFO?

The 15,916 Magnolia Oil & Gas Class A shares were disposed of at $28.55 per share in a tax-withholding transaction. This price is used to calculate the value of shares surrendered to satisfy tax liabilities arising from equity compensation.

How many Magnolia Oil & Gas (MGY) shares does Brian Corales hold after the Form 4 transaction?

Following the reported tax-withholding disposition, Brian Corales beneficially owns 217,178 shares of Magnolia Oil & Gas Class A common stock. This post-transaction balance reflects his remaining direct ownership after 15,916 shares were surrendered to cover associated tax obligations.

What does transaction code F mean in the Magnolia Oil & Gas (MGY) Form 4?

Transaction code F indicates a tax-withholding disposition, where shares are delivered to pay the exercise price or tax liability on an award. For Magnolia Oil & Gas, it shows shares were used to satisfy taxes rather than sold in a typical open-market trade.

Is the Magnolia Oil & Gas (MGY) CFO’s transaction considered a sale of shares?

The transaction is classified as a tax-withholding disposition, not a traditional open-market sale. Shares were delivered to satisfy tax obligations related to equity compensation, so it differs from a discretionary decision to sell shares on the open market.