| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Stavros Christopher G | CEO & CHAIRMAN, Director | C/O MAGNOLIA OIL AND GAS CORPORATION, NINE GREENWAY PLAZA, SUITE 1300, HOUSTON | /s/ Timothy D. Yang, Attorney-in-Fact | 09 Feb 2026 | 0001613357 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MGY | Class A Common Stock | Options Exercise | +108,603 | +12% | 1,000,975 | 05 Feb 2026 | Direct | F1 | ||
| transaction | MGY | Class A Common Stock | Tax liability | $560,055 | -21,368 | -2.1% | $26.21 | 979,607 | 05 Feb 2026 | Direct | |
| transaction | MGY | Class A Common Stock | Disposed to Issuer | $1,302,409 | -54,301 | -5.5% | $23.98 | 925,306 | 05 Feb 2026 | Direct | F2 |
| transaction | MGY | Class A Common Stock | Award | $0 | +121,103 | +13% | $0.000000 | 1,046,409 | 05 Feb 2026 | Direct | F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MGY | Performance Share Units | Options Exercise | $0 | -108,603 | -100% | $0.000000 | 0 | 05 Feb 2026 | Class A Common Stock | 108,603 | Direct | F1 | |
| transaction | MGY | Performance Share Units | Award | $0 | +121,102 | $0.000000 | 121,102 | 05 Feb 2026 | Class A Common Stock | 121,102 | Direct | F4 |
| Id | Content |
|---|---|
| F1 | 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"). |
| F2 | Reflects the cash settlement of one-half of the Earned PSUs. |
| F3 | 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. |
| F4 | 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). |