WildFire group reports 11.96% Magnolia Oil stake

A Warburg Pincus and Kayne Anderson–backed group reports 11.96% beneficial ownership of Magnolia Oil & Gas Class A shares.

Rhea-AI Filing Summary

Magnolia Oil & Gas Corp (MGY) has a new large stockholder group reporting on a Schedule 13G. A group of investment entities led by WildFire Energy I LLC, together with Hawkwood HoldCo, certain Warburg Pincus entities and Kayne Anderson Capital Advisors, report beneficial ownership of 32,203,000 shares of Class A common stock, representing 11.96% of the class. The shares are directly held by WildFire Energy I LLC, and the Warburg and Kayne entities disclose they jointly control WildFire and may be deemed to share voting and dispositive power over these shares. The ownership percentage is calculated using 236,968,592 shares outstanding as of August 3, 2026, increased by the 32,203,000 shares issued to WildFire Energy I LLC on September 10, 2026.

Key Figures

Shares beneficially owned: 32,203,000 shares Beneficial ownership percentage: 11.96% Shares outstanding baseline: 236,968,592 shares +3 more

6 metrics

Shares beneficially owned 32,203,000 shares Class A common stock directly held by WildFire Energy I LLC

Beneficial ownership percentage 11.96% Percentage of Magnolia Oil & Gas Class A common stock

Shares outstanding baseline 236,968,592 shares Class A common stock outstanding as of August 3, 2026

Issuance to WildFire Energy I LLC 32,203,000 shares Class A common stock issued on September 10, 2026

Shared voting power 32,203,000 shares Shares over which the Reporting Persons have shared voting power

Shared dispositive power 32,203,000 shares Shares over which the Reporting Persons have shared dispositive power

Key Terms

beneficial ownership, dispositive power, shared voting power, Schedule 13G, +2 more

6 terms

beneficial ownership financial

"The filing of this Statement shall not be deemed an admission of beneficial ownership"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

dispositive power financial

"may be deemed to share voting and dispositive power with respect to the reported securities"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

shared voting power financial

"Shared Voting Power 32,203,000.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

Schedule 13G regulatory

"This statement is being jointly filed by each of the persons below pursuant to Rule 13d-1(k)"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

registered investment adviser financial

"Kayne Anderson Capital Advisors, L.P. ... as a registered investment adviser"

A registered investment adviser (RIA) is a firm or individual legally registered with regulators to give personalized investment advice and manage clients' money, with a duty to put clients’ interests ahead of their own. Think of an RIA as a licensed financial guide who must disclose fees, conflicts and how they are paid; that transparency and legal duty matter to investors because it reduces the risk of hidden costs or biased recommendations.

Rule 13d-1(k) regulatory

"jointly filed by each of the persons below pursuant to Rule 13d-1(k)"

FAQ

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

What percentage of Magnolia Oil & Gas (MGY) does the reporting group own?

The reporting group discloses beneficial ownership of 11.96% of Magnolia Oil & Gas Class A common stock, based on 236,968,592 shares outstanding as of August 3, 2026, plus 32,203,000 shares issued to WildFire Energy I LLC on September 10, 2026.

How many Magnolia Oil & Gas (MGY) shares does WildFire Energy I LLC hold?

WildFire Energy I LLC directly holds 32,203,000 shares of Magnolia Oil & Gas Class A common stock. The Warburg Pincus and Kayne Anderson investment entities disclose that they jointly control WildFire Energy I LLC and may share voting and dispositive power over these shares.

How was the 11.96% ownership in MGY calculated?

The 11.96% ownership is calculated using 236,968,592 shares of Class A common stock outstanding as of August 3, 2026, as reported in Magnolia Oil & Gas’s Form 10-Q, and then increased by the 32,203,000 shares issued to WildFire Energy I LLC on September 10, 2026.

Who are the reporting persons on this Schedule 13G for MGY?

The Schedule 13G is jointly filed by WildFire Energy I LLC, Hawkwood HoldCo, L.P., Hawkwood HoldCo GP, LLC, Warburg Pincus & Company US, LLC, and Kayne Anderson Capital Advisors, L.P., together referred to as the Reporting Persons.

Do the reporting entities have shared voting power over MGY shares?

Yes. The filing shows shared voting power over 32,203,000 shares and shared dispositive power over 32,203,000 shares. The Warburg Pincus and Kayne Anderson entities jointly control WildFire Energy I LLC and may be deemed to share these powers.

What type of filing is this Schedule 13G for Magnolia Oil & Gas (MGY)?

This is a Schedule 13G, which reports beneficial ownership of Magnolia Oil & Gas Class A common stock by a group of institutional investors. It is a disclosure of holdings, not a transaction report or a registration of new securities.

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

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Available on EDGAR 09/16/2026 - 04:31 PM Accepted by SEC EDGAR 09/16/2026 - 04:30 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Magnolia Oil & Gas Corp

(Name of Issuer)

Class A Common Stock, par value $0.0001

(Title of Class of Securities)

559663109

(CUSIP Number)

09/10/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 559663109

1

Names of Reporting Persons

WildFire Energy I LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 32,203,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 32,203,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

32,203,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

11.96 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The reported percentage is calculated based on 236,968,592 shares of Class A common stock ("Common Stock") outstanding as of August 3, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission ("SEC") on August 6, 2026, as increased by 32,203,000 shares of Common Stock issued to the Reporting Person on September 10, 2026.

SCHEDULE 13G

CUSIP Number(s): 559663109

1

Names of Reporting Persons

Hawkwood HoldCo, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 32,203,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 32,203,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

32,203,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

11.96 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The reported percentage is calculated based on 236,968,592 shares of Common Stock outstanding as of August 3, 2026, as reported in the Issuer's Form 10-Q filed with the SEC on August 6, 2026, as increased by 32,203,000 shares of Common Stock issued to WildFire Energy I LLC on September 10, 2026.

SCHEDULE 13G

CUSIP Number(s): 559663109

1

Names of Reporting Persons

Hawkwood HoldCo GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 32,203,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 32,203,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

32,203,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

11.96 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The reported percentage is calculated based on 236,968,592 shares of Common Stock outstanding as of August 3, 2026, as reported in the Issuer's Form 10-Q filed with the SEC on August 6, 2026, as increased by 32,203,000 shares of Common Stock issued to WildFire Energy I LLC on September 10, 2026.

SCHEDULE 13G

CUSIP Number(s): 559663109

1

Names of Reporting Persons

Warburg Pincus & Company US, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 32,203,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 32,203,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

32,203,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

11.96 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The reported percentage is calculated based on 236,968,592 shares of Common Stock outstanding as of August 3, 2026, as reported in the Issuer's Form 10-Q filed with the SEC on August 6, 2026, as increased by 32,203,000 shares of Common Stock issued to WildFire Energy I LLC on September 10, 2026.

SCHEDULE 13G

CUSIP Number(s): 559663109

1

Names of Reporting Persons

Kayne Anderson Capital Advisors, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 32,203,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 32,203,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

32,203,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

11.96 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: The reported percentage is calculated based on 236,968,592 shares of Common Stock outstanding as of August 3, 2026, as reported in the Issuer's Form 10-Q filed with the SEC on August 6, 2026, as increased by 32,203,000 shares of Common Stock issued to WildFire Energy I LLC on September 10, 2026.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Magnolia Oil & Gas Corp
(b)	Address of issuer's principal executive offices: Nine Greenway Plaza, Suite 1300, Houston, Texas 77046
Item 2.
(a)	Name of person filing: This statement is being jointly filed by each of the persons below pursuant to Rule 13d-1(k) promulgated by the SEC pursuant to Section 13 of the Act, all of whom together are referred to herein as the "Reporting Persons": (i) WildFire Energy I LLC; (ii) Hawkwood HoldCo, L.P.; (iii) Hawkwood HoldCo GP, LLC; (iv) Warburg Pincus & Company US, LLC; and (v) Kayne Anderson Capital Advisors, L.P.
(b)	Address or principal business office or, if none, residence: (i) The address of WildFire Energy I LLC is 920 Memorial City Way, Suite 1400, Houston, TX 77024. (ii) The address of Hawkwood HoldCo, L.P., Hawkwood HoldCo GP, LLC and Warburg Pincus & Company US, LLC is c/o Warburg Pincus LLC, 450 Lexington Ave, New York, NY 10017. (iii) The address of Kayne Anderson Capital Advisors, L.P. is 2121 Avenue of the Stars, 9th Floor, Los Angeles, CA 90067.
(c)	Citizenship: See response to row 4 on each cover page hereto.
(d)	Title of class of securities: Class A Common Stock, par value $0.0001
(e)	CUSIP Number(s): 559663109
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See response to row 9 on each cover page hereto. The reported securities are directly held by WildFire Energy I LLC. Hawkwood HoldCo, L.P., Kayne Private Energy Income Fund II, L.P., Kayne Private Energy Income Fund II-B, L.P., Kayne Anderson Energy Fund VIII, L.P. and certain management individuals hold 100% of the equity interests in WildFire Energy I LLC. Warburg Pincus & Company US, LLC ("Warburg Pincus") is the general partner of Warburg Pincus Partners II (US), L.P., which is the managing member of Warburg Pincus Partners (E&P) XI LLC, which is the sole member of Warburg Pincus (E&P) XI LLC, which is the general partner of Warburg Pincus (E&P) XI, L.P., which is the general partner of Warburg Pincus Private Equity (E&P) XI - A, L.P., which is the managing member of Hawkwood HoldCo GP, LLC, which is the general partner of Hawkwood HoldCo, L.P., which holds the securities on behalf of various funds and accounts indirectly managed by Warburg Pincus (collectively, the "Warburg Entities"). Kayne Private Energy Income Fund II, L.P., Kayne Private Energy Income Fund II-B, L.P. and Kayne Anderson Energy Fund VIII, L.P. are managed, with discretion to purchase or sell securities, by Kayne Anderson Capital Advisors, L.P. (or controlled affiliates thereof) (collectively, the "Kayne Entities"), as a registered investment adviser. The Warburg Entities and Kayne Entities jointly control WildFire Energy I LLC. Accordingly, the Warburg Entities and the Kayne Entities may be deemed to share voting and dispositive power with respect to the reported securities. The filing of this Statement shall not be deemed an admission of beneficial ownership by any of the Reporting Persons for purposes of Section 13(d) or 13(g), or for any other purpose.
(b)	Percent of class: See response to row 11 on each cover page hereto.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See response to row 5 on each cover page hereto.
	(ii) Shared power to vote or to direct the vote: See response to row 6 on each cover page hereto.
	(iii) Sole power to dispose or to direct the disposition of: See response to row 7 on each cover page hereto.
	(iv) Shared power to dispose or to direct the disposition of: See response to row 8 on each cover page hereto.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

WildFire Energy I LLC

Signature:	/s/ Anthony F. Bahr
Name/Title:	Anthony F. Bahr / Chief Executive Officer
Date:	09/16/2026

Hawkwood HoldCo, L.P.

Signature:	/s/ Hawkwood HoldCo GP, LLC
Name/Title:	Hawkwood HoldCo GP, LLC / General Partner
Date:	09/16/2026

Signature:	/s/ Warburg Pincus Private Equity (E&P) XI - A, L.P.
Name/Title:	Warburg Pincus Private Equity (E&P) XI - A, L.P. / Managing Member
Date:	09/16/2026

Signature:	/s/ Warburg Pincus (E&P) XI, L.P.
Name/Title:	Warburg Pincus (E&P) XI, L.P. / General Partner
Date:	09/16/2026

Signature:	/s/ Warburg Pincus (E&P) XI LLC
Name/Title:	Warburg Pincus (E&P) XI LLC / General Partner
Date:	09/16/2026

Signature:	/s/ Warburg Pincus Partners (E&P) XI LLC
Name/Title:	Warburg Pincus Partners (E&P) XI LLC / Sole Member
Date:	09/16/2026

Signature:	/s/ Warburg Pincus Partners II (US), L.P.
Name/Title:	Warburg Pincus Partners II (US), L.P. / Managing Member
Date:	09/16/2026

Signature:	/s/ Warburg Pincus & Company US, LLC
Name/Title:	Warburg Pincus & Company US, LLC / General Partner
Date:	09/16/2026

Signature:	/s/ Harsha Marti
Name/Title:	Harsha Marti / Authorized Signatory
Date:	09/16/2026

Hawkwood HoldCo GP, LLC

Signature:	/s/ Warburg Pincus Private Equity (E&P) XI - A, L.P.
Name/Title:	Warburg Pincus Private Equity (E&P) XI - A, L.P. / Managing Member
Date:	09/16/2026

Signature:	/s/ Warburg Pincus (E&P) XI, L.P.
Name/Title:	Warburg Pincus (E&P) XI, L.P. / General Partner
Date:	09/16/2026

Signature:	/s/ Warburg Pincus (E&P) XI LLC
Name/Title:	Warburg Pincus (E&P) XI LLC / General Partner
Date:	09/16/2026

Signature:	/s/ Warburg Pincus Partners (E&P) XI LLC
Name/Title:	Warburg Pincus Partners (E&P) XI LLC / Sole Member
Date:	09/16/2026

Signature:	/s/ Warburg Pincus Partners II (US), L.P.
Name/Title:	Warburg Pincus Partners II (US), L.P. / Managing Member
Date:	09/16/2026

Signature:	/s/ Warburg Pincus & Company US, LLC
Name/Title:	Warburg Pincus & Company US, LLC / General Partner
Date:	09/16/2026

Signature:	/s/ Harsha Marti
Name/Title:	Harsha Marti / Authorized Signatory
Date:	09/16/2026

Warburg Pincus & Company US, LLC

Signature:	/s/ Harsha Marti
Name/Title:	Harsha Marti / Authorized Signatory
Date:	09/16/2026

Kayne Anderson Capital Advisors, L.P.

Signature:	/s/ Daniel Weingeist
Name/Title:	Daniel Weingeist / Authorized Signatory
Date:	09/16/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement, dated September 16, 2026, by and among the Reporting Persons.