John B. Walker - 23 Sep 2024 Form 4 Insider Report for Magnolia Oil & Gas Corp (MGY)

Footnote F1

Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

Footnote F2

EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

Footnote F3

EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

Footnote F4

Represents: (i) 3,265,817 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 34,117 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 624,974 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 644,724 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 364,810 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "September 2024 Conversion Shares").

Footnote F5

Represents the September 2024 Conversion Shares and 4,164,961 shares of Class A Common Stock held by EV XIV-C.

Footnote F6

Represents 615,485 shares of Class A Common Stock held by Mr. Walker, including restricted stock units ("RSUs") granted to Mr. Walker under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan") that have been settled in shares of Class A Common Stock as of the date hereof, other than 6,364 RSUs which remain unvested. Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Issuer at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the recipient's continued service through the applicable vesting date.

Footnote F7

Represents shares of Class B Common Stock held (prior to giving effect to the September 2024 Transfer (as defined below)) as follows: (i) 3,986,590 shares of Class B Common Stock held by EV XIV-A; (ii) 41,639 shares of Class B Common Stock held by EV XIV-WIC; (iii) 762,906 shares of Class B Common Stock held by EV XIV-2A; (iv) 787,018 shares of Class B Common Stock held by EV XIV-3A; and (v) 445,326 shares of Class B Common Stock held by EV XIV-C-AIV.

Footnote F8

This amount represents the purchase price in the Block Trade (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of the Class B Common Stock under the September 2024 Transfer.

Footnote F9

Not applicable.

Footnote F10

Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Footnote F11

Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

Footnote F12

Represents shares of Class A Common Stock sold in a block trade transaction entered into by the Record Holders on September 23, 2024, which transaction closed on September 25, 2024 (the "Block Trade"), as follows: (i) 3,265,817 shares of Class A Common Stock sold by EV XIV-A; (ii) 34,117 shares of Class A Common Stock sold by EV XIV-WIC; (iii) 624,974 shares of Class A Common Stock sold by EV XIV-2A; (iv) 644,724 shares of Class A Common Stock sold by EV XIV-3A; (v) 364,810 shares of Class A Common Stock sold by EV XIV-C-AIV; and (vi) 2,065,558 shares of Class A Common Stock sold by EV XIV-C.

Footnote F13

EV XIV-C owns of record 2,099,403 shares of Class A Common Stock.

Footnote F14

Represents: (i) 330,921 shares of Class B Common Stock transferred by EV XIV-A; (ii) 3,457 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 63,328 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 65,329 shares of Class B Common Stock transferred by EV XIV-3A; and (v) 36,965 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "September 2024 Transfer").

Footnote F15

EV XIV-A owns of record 3,655,669 shares of Class B Common Stock; EV XIV-2A owns of record 699,578 shares of Class B Common Stock; EV XIV-3A owns of record 721,689 shares of Class B Common Stock; EV XIV-WIC owns of record 38,182 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 408,361 shares of Class B Common Stock.