[Form 4] Magnolia Oil & Gas Corporation Insider Trading Activity

Rhea-AI Filing Summary

Magnolia Oil & Gas director Arcilia Acosta received 71 fully vested restricted stock units (RSUs) on September 2, 2025, recorded on a Form 4 filed September 3, 2025. The filing states these RSUs were issued under the company's Long Term Incentive Plan as dividend equivalent rights tied to previously deferred RSUs following a cash dividend payment to Class A common stockholders. Each RSU represents a contingent right to one share of Class A common stock. After the reported transaction, the reporting person beneficially owns 147,339 shares of Class A common stock. The Form 4 was signed by an attorney-in-fact.

Insights

Corporate Governance Expert

TL;DR: Director received dividend-equivalent RSUs; routine compensation adjustment tied to dividend payment, showing alignment with shareholder distributions.

The Form 4 discloses a grant of 71 fully vested RSUs issued as dividend equivalents on previously deferred RSUs under the Long Term Incentive Plan. This is a mechanical issuance following a cash dividend and does not indicate a new compensation policy or discretionary award. The additional RSUs are fully vested and convert one-for-one into Class A shares, modestly increasing the director's share count to 147,339. Documentation was executed by an attorney-in-fact.

Securities Analyst

TL;DR: Small, nondiscretionary issuance; limited investor impact given size and nature of the transaction.

The 71 RSUs reflect dividend equivalent rights on deferred RSUs paid after a cash dividend to Class A holders. Because each RSU equals one share and they are fully vested, the event affects outstanding insider holdings but is immaterial relative to typical market capitalization. The filing lists beneficial ownership at 147,339 shares, providing transparency on insider holdings as required by Section 16.

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^*

Acosta Arcilia

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		A		71(1)	A	$0	147,339	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 additional fully-vested restricted stock units ("RSUs") issued under the Magnolia Oil & Gas Corporation Long Term Incentive Plan with respect to dividend equivalent rights on previously deferred RSUs held by the reporting person, in connection with the payment of cash dividends to holders of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation on September 2, 2025. Each RSU represents a contingent right to receive one share of Class A Common Stock.

	/s/ Timothy D. Yang, Attorney-in-Fact	09/03/2025
	** 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).
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