Magnolia Oil & Gas director granted 6,320 RSUs

Szabo Shandell reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Szabo Shandell reported acquisition or exercise transactions in this Form 4 filing.

Magnolia Oil & Gas Corp director Shandell Szabo received a grant of 6,320 restricted stock units (RSUs) of Class A common stock at no cost under the company’s Long Term Incentive Plan. Each RSU represents one share, vesting on the earlier of the day before the next director election meeting or the first anniversary of the grant date, subject to continued service. Following this award, Szabo directly holds 20,624 shares of Class A common stock.

Insider Trade Summary

Grant/Award: 6,320 shares

Grant/Award 1 txn

Insider Szabo Shandell

Role Director

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

Holdings After Transaction: Class A Common Stock — 20,624 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

RSUs granted: 6,320 RSUs Price per share: $0.0000 Shares held after: 20,624 shares +1 more

4 metrics

RSUs granted 6,320 RSUs Equity award to director on 2026-05-08

Price per share $0.0000 Grant price for RSU award

Shares held after 20,624 shares Director’s direct holdings following the transaction

Security title Class A Common Stock Underlying shares for RSUs

Key Terms

restricted stock units ("RSUs"), Long Term Incentive Plan, contingent right, vesting

4 terms

restricted stock units ("RSUs") financial

"Reflects restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

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.

contingent right financial

"Each RSU represents a contingent right to receive one share of Class A common stock"

vesting financial

"The RSUs will vest on the earlier of (a) the day preceding the next annual meeting of stockholders"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Magnolia Oil & Gas (MGY) director Shandell Szabo receive in this Form 4?

Director Shandell Szabo received a grant of 6,320 restricted stock units (RSUs) of Class A common stock. These units were awarded under Magnolia Oil & Gas Corporation’s Long Term Incentive Plan as equity-based compensation rather than a market purchase of shares.

How do the 6,320 RSUs for MGY’s director convert into Magnolia Oil & Gas shares?

Each of the 6,320 restricted stock units represents a contingent right to receive one share of Magnolia Oil & Gas Class A common stock. When the RSUs vest, the director will receive an equivalent number of shares, assuming all vesting conditions are satisfied.

When will the Magnolia Oil & Gas (MGY) RSUs granted to the director vest?

The RSUs will vest on the earlier of the day before the next Magnolia Oil & Gas annual stockholder meeting at which directors are elected, or the first anniversary of the grant date, provided the director continues serving through the applicable vesting date.

How many Magnolia Oil & Gas (MGY) shares does the director hold after this RSU grant?

After receiving the 6,320 RSU award, the director’s total direct holdings reported in the Form 4 are 20,624 shares of Magnolia Oil & Gas Class A common stock. This figure reflects the position immediately following the reported equity grant transaction.

Was cash paid for the Magnolia Oil & Gas (MGY) RSU award to the director?

No cash was paid for this award; the Form 4 lists a transaction price per share of 0.0000. The 6,320 restricted stock units were granted as part of Magnolia Oil & Gas Corporation’s equity-based Long Term Incentive Plan for director compensation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/12/2026 - 04:06 PM Learn about SEC filing dates

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
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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^*

Szabo Shandell

(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	20,624	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)