Welcome to our dedicated page for Magnolia Oil & Gas SEC filings (Ticker: MGY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Magnolia Oil & Gas Corporation filings document formal disclosures for a Delaware oil and gas exploration and production company with operations centered in South Texas. Recent 8-K filings furnish quarterly financial and operational results, earnings presentation materials and Regulation FD disclosures related to production, drilling and completion capital, cash flow measures and commodity sales.
Proxy and annual meeting filings describe board elections, advisory executive compensation votes, auditor ratification, equity award information and stockholder voting outcomes. The filing record also addresses governance, executive compensation and capital return matters tied to the company's common stock structure.
Magnolia Oil & Gas Corporation is conducting an underwritten offering of $1,000,000,000 of Class A common stock, with underwriters holding a 30‑day option for an additional $150,000,000. The company plans to use net proceeds, together with new debt, RBL borrowings and cash, to fund the cash portion of a pending acquisition.
Under a purchase agreement signed July 19, 2026, Magnolia will acquire WildFire Intermediate Holdings for approximately $2.65 billion in cash, 32,203,000 Magnolia Class A shares and the assumption of $600 million of 7.500% senior notes due 2029. The target’s assets span about 810,000 net acres in Texas with significant proved reserves.
Magnolia expects preliminary second‑quarter 2026 capital expenditures of $125 million and production of 106 Mboe/d (about 40% oil). The seller expects capex of $110–120 million and production of 53 Mboe/d (about 70% oil). An amended reserve‑based revolving credit facility will provide up to $2.25 billion of commitments with a $2.0 billion borrowing base.
Magnolia Oil & Gas Corporation has filed a universal shelf registration allowing it to offer, from time to time after effectiveness, Class A common stock, preferred stock, warrants and units in one or more offerings. As a well-known seasoned issuer, Magnolia may add and offer additional securities, including secondary securities, by prospectus supplement.
The company is an independent oil and natural gas producer focused on the Eagle Ford Shale and Austin Chalk formations in South Texas, operating a single reportable segment. Capital allocation emphasizes spending within cash flow, moderate and predictable production growth, low financial leverage, and returning capital through dividends and share repurchases.
Magnolia’s charter authorizes 1,300,000,000 shares of Class A common stock and 1,000,000 shares of preferred stock; as of July 16, 2026, 183,705,434 Class A shares were outstanding. Net proceeds from any primary offerings will be used for general corporate purposes, including working capital, debt repayment or refinancing, capital expenditures, acquisitions and investments, with specific uses detailed in future prospectus supplements.
Magnolia Oil & Gas Corporation, through Magnolia Oil & Gas Operating LLC, is acquiring 100% of the limited liability company interests of WildFire Intermediate Holdings, LLC from WildFire Energy I LLC, indirectly adding mostly contiguous assets covering approximately 810,000 net acres in multiple East Texas counties targeting the Eagle Ford, Austin Chalk and Woodbine formations. For the three months ended June 30, 2026, the Seller expects production of 53 Mboe/d (approximately 70% oil). As of December 31, 2025, the Seller’s Proved Developed Reserves were 139.8 MMBoe, including 100.3 MMBbls of oil, and total Proved Reserves were 271.2 MMBoe, including 196.5 MMBbls of oil.
As of June 30, 2026, Magnolia had cash and cash equivalents of approximately $295.9 million and no borrowings outstanding under its senior secured reserve-based revolving credit facility. For that quarter, Magnolia currently expects capital expenditures of $125 million and total net production of 106 Mboe/d (approximately 40% oil), while the Seller expects capital expenditures between $110 million and $120 million and total net production of 53 Mboe/d. These financial and operational figures are preliminary, unaudited estimates subject to change. The company also provides WildFire’s audited 2024–2025 financial statements, unaudited 2026 interim statements, pro forma combined financial information, an independent reserves report, and auditor and petroleum engineer consents for use in future securities offerings.
Magnolia Oil & Gas Corporation agreed to acquire WildFire Energy’s parent company for a total value of approximately $4.06 billion, inclusive of debt. Consideration includes $2,650 million in cash, 32,203,000 Class A shares and the assumption of $600 million of 7.500% Senior Notes due 2029. Closing is subject to customary conditions, including Hart-Scott-Rodino antitrust clearance, and is anticipated in late third quarter 2026.
Magnolia plans to fund the transaction with cash on hand and a balanced mix of debt and equity, supported by an amended senior secured reserve-based revolving credit facility with maximum commitments of $2.25 billion, an initial borrowing base of $2.0 billion and borrowing capacity of $1.75 billion, plus a committed $1.50 billion 364-day unsecured bridge term loan facility.
The deal adds about 810,000 net acres in the Eagle Ford and Austin Chalk and roughly 37 MBOPD of oil production, taking pro forma oil output to about 79 MBOPD. Magnolia expects more than $100 million in annual run-rate synergies by year-end 2027 and projects cumulative free cash flow above $4.5 billion through 2030, supporting a 9% increase in its quarterly dividend to $0.18 per share.
Magnolia Oil & Gas Corp director Arcilia Acosta received an equity-based award rather than trading shares in the market. She acquired 72 fully vested restricted stock units linked to dividend equivalent rights on previously deferred RSUs in connection with a June 1, 2026 cash dividend on Class A common stock. Each RSU represents a right to one share, bringing her direct holdings to 134,641 shares of Class A common stock after the transaction.
Magnolia Oil & Gas Corp director Shandell Szabo bought 86 shares of Class A Common Stock in an open‑market transaction. The shares were purchased at a price of $27.439 per share. After this transaction, Szabo directly owns 20,710 shares of Magnolia Oil & Gas Class A Common Stock.
The filing notes that these reported purchases may be matchable against previously reported sales by Szabo, and $391.45 was disgorged to the issuer in connection with this filing.
Acosta Arcilia reported acquisition or exercise transactions in this Form 4 filing.
Magnolia Oil & Gas Corp director Arcilia Acosta received an equity grant of 6,320 shares of Class A Common Stock in the form of restricted stock units. The award was granted at no cash cost and increases her direct holdings to 134,569 shares.
The RSUs vest on the earlier of the day before the company’s next annual stockholder meeting at which directors are elected or the first anniversary of the grant date, as long as she continues serving as a director until that vesting date.
DJEREJIAN EDWARD P reported acquisition or exercise transactions in this Form 4 filing.
Magnolia Oil & Gas Corp director Edward P. Djerejian received an equity award of 6,320 restricted stock units (RSUs) of Class A common stock. The award was granted at no cash cost to him as part of the company’s Long Term Incentive Plan.
Each RSU represents a right to receive one share of Class A common stock, subject to vesting. The RSUs vest on the earlier of the day before the next annual stockholder meeting at which directors are elected or the first anniversary of the grant date, assuming he continues to serve as a director. Following this grant, he directly holds 116,745 shares.
Ropp Ralph Lewis reported acquisition or exercise transactions in this Form 4 filing.
Magnolia Oil & Gas Corp director Ralph Lewis Ropp received an equity award of 6,320 Class A share-equivalent restricted stock units. The RSUs were granted at no cash cost under the company’s Long Term Incentive Plan and will vest on the earlier of the day before the next director election meeting or the first anniversary of the grant date, subject to continued board service. Following this award, Ropp directly holds 21,007 shares of Class A common stock.
SMITH DAN F reported acquisition or exercise transactions in this Form 4 filing.
Magnolia Oil & Gas Corp director Dan F. Smith received a grant of 8,028 restricted stock units (RSUs) of Class A common stock as equity compensation. The award was made at a stated price of $0.00 per share and increases his directly held position to 127,232 shares.
Each RSU represents the right to receive one share of Class A common stock. The RSUs will vest on the earlier of the day before the company’s next annual shareholder meeting at which directors are elected, or the first anniversary of the grant date, as long as he continues to serve as a director through that vesting date.