Magnolia Oil & Gas (MGY) CEO reports PSU vesting, stock sale and fresh equity grants

Rhea-AI Filing Summary

Magnolia Oil & Gas CEO Christopher G. Stavros reported multiple equity compensation transactions. On February 5, 2026, 108,603 performance share units previously granted were settled into Class A common stock after the compensation committee certified performance at 140.46% of the target award.

One-half of the earned performance units was settled in cash, while 21,368 shares were withheld at $26.21 per share to cover taxes and 54,301 shares were sold at $23.985 per share. After these moves, he directly held 925,306 shares before receiving 121,103 new restricted stock units.

Those 121,103 restricted stock units were granted at no cost and will vest in three equal installments on March 1 of 2027, 2028, and 2029, subject to continued employment. He also received 121,102 new performance share units tied to relative total shareholder return over 2026–2028.

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^*

Stavros Christopher G

(Last) (First) (Middle)

C/O MAGNOLIA OIL AND 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
X	Officer (give title below)		Other (specify below)
	CEO & CHAIRMAN

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		108,603(1)	A	(1)	1,000,975	D
Class A Common Stock	02/05/2026		F		21,368	D	$26.21	979,607	D
Class A Common Stock	02/05/2026		D		54,301(2)	D	$23.985	925,306	D
Class A Common Stock	02/05/2026		A		121,103(3)	A	$0	1,046,409	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			108,603(1)	(1)	(1)	Class A Common Stock	108,603(1)	$0	0	D
Performance Share Units	(4)	02/05/2026		A		121,102		(4)	(4)	Class A Common Stock	121,102	$0	121,102	D

Explanation of Responses:

1. Reflects performance share units ("PSUs"), the grant of which was previously reported in Table II of Mr. Stavros'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, Attorney-in-Fact	02/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did MGY CEO Christopher Stavros report on February 5, 2026?

Christopher Stavros reported settlement of 108,603 previously granted performance share units into Class A common stock, tax withholding of 21,368 shares at $26.21, an open-market sale of 54,301 shares at $23.985, and new grants of 121,103 restricted stock units and 121,102 performance share units.

How many Magnolia Oil & Gas (MGY) shares does the CEO hold after these Form 4 trades?

After the reported transactions, Christopher Stavros directly held 1,046,409 shares of Magnolia Oil & Gas Class A common stock. This figure reflects the net result of the PSU settlement, tax withholding, share sale, and the addition of newly granted restricted stock units reported in the filing.

What performance outcome triggered the Magnolia Oil & Gas PSUs earned by the CEO?

The performance share units vested after Magnolia Oil & Gas’s relative total shareholder return led to 140.46% of the target PSU award being earned. This result was certified by the compensation committee on February 5, 2026, based on the company’s performance over the specified measurement period.

How are the new MGY restricted stock units for the CEO scheduled to vest?

The 121,103 restricted stock units granted to Christopher Stavros will vest in three substantially equal installments on March 1, 2027, March 1, 2028, and March 1, 2029. Vesting is conditioned on his continued employment with Magnolia Oil & Gas through each applicable vesting date.

What are the terms of the new Magnolia Oil & Gas performance share units granted to the CEO?

The 121,102 newly granted performance share units may pay out between 0% and 200% of target. Payout depends on certified relative total shareholder return versus a peer group for the January 1, 2026 to December 31, 2028 period, and continued employment through settlement.

Did the MGY CEO’s Form 4 include cash settlement of any performance share units?

Yes. The filing notes that one-half of the earned performance share units was settled in cash rather than stock. This cash settlement followed the compensation committee’s certification that 140.46% of the target number of PSUs had been earned based on relative total shareholder return performance.