MGY

EX-99.1

2 mgy-ex99d1.htm

EX-99.1

Exhibit 99.1

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Magnolia Oil & Gas Provides Interim Financial and Operations Update

After Closing the Acquisition of WildFire Energy

Schedules Conference Call for Third Quarter 2026 Results

Houston, TX, October 1, 2026 – Magnolia Oil & Gas Corporation (NYSE: MGY) announced today an interim financial and operational update following the recent completion of its acquisition of WildFire Energy.

“We are very pleased to have closed the acquisition of WildFire Energy and are well on our way with integrating these attractive assets to begin realizing the substantial benefits of this highly complementary transaction,” stated Magnolia’s Chairman, President and CEO Chris Stavros. “The acquisition is an important new chapter for Magnolia in creating the premier Eagle Ford and Austin Chalk operator while enhancing our concentration of scale, adding high-quality durable resource opportunity, and providing operational efficiencies across a large, contiguous South Texas asset base. The resulting expected improvement in free cash flow further reinforces Magnolia’s differentiated business model by improving our financial returns and expanding our capacity for the return of capital to our shareholders.

“Thanks to the strong efforts, continued dedication and close alignment of our teams, the integration of the assets and operations is executing smoothly and proceeding on track. As we noted when announcing the acquisition, we anticipate the combined business would generate mid-single digit organic annual growth of 4 to 5 percent for both oil volumes and total production, which is above our peer company average growth, and with a D&C capital reinvestment rate of well below 55 percent of adjusted EBITDAX. We plan to consistently return a substantial portion of our free cash flow to shareholders through our safe, sustainable and growing dividend and through the execution of share repurchases of at least 1 percent of outstanding shares per quarter. Ample excess free cash flow will go toward reducing debt to our target of 0.5x net debt to EBITDA or below, and we have already made meaningful progress on this goal. Highlighted below are several key milestones we have already achieved in the short period since announcing the WildFire acquisition in late July.”

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Key Milestones Achieved

●Sold non-core assets for total consideration of $47.5 million plus received 616 net acres in Gonzales County increasing our working interest in a contiguous block of undeveloped acreage acquired earlier this year

●Ended the third quarter 2026 with approximately $1.9 billion of net debt, which is below 1.0x net debt to 2027E EBITDA at current strip prices, and more than a full year ahead of our original plan

●Implemented additional hedges at attractive pricing using costless collars with more than half our oil production hedged through second quarter 2027. These instruments protect the execution of our business model, allowing us to continue to reduce debt while retaining exposure to higher prices

●Expect to realize at least one-third of estimated >$100 million annual run-rate synergies by year-end 2026

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Portfolio Optimization

During the third quarter, Magnolia closed the sale of non-core assets in Dimmit and Zavala counties for total consideration of $47.5 million plus 616 net acres in Gonzales County (Karnes area). The acreage received in Gonzales County is inside the contiguous block of primarily undeveloped acreage Magnolia consolidated during the first quarter of 2026. This addition increases Magnolia’s average operated working interest in this acreage to 98 percent helping provide significant duration in the Karnes area that complements our Giddings asset position. The assets divested in Dimmit and Zavala included approximately 1.4 Mboe/d (~84% oil) of next twelve-month production.

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Increased Working Interest in Gonzales County

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Strong Progress on Reducing Debt and Strengthening the Balance Sheet

Magnolia ended the third quarter with approximately $1.9 billion of net debt, lower than expected due to strong cash flow and proceeds received from the non-core asset sale. At current strip pricing, Magnolia’s leverage is below 1.0x net debt to 2027E EBITDA, more than a year sooner than expected at the time of announcing the WildFire acquisition. Magnolia can consistently pay its safe and growing dividend, repurchase at least 1 percent of its outstanding shares each quarter while continuing to reduce its leverage. During the third quarter, the Company purchased approximately 2.3 million shares after being restricted for a portion of the quarter. Total shares outstanding at the end of the third quarter are approximately 267 million shares.

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Production and Capital Outlook

Estimated production for the third quarter 2026 is expected to be 116 to 118 Mboe/d (~42% oil) after factoring in the closing of WildFire and the impact of divested non-core properties. D&C capital

mgy-20260805

0001698990false00016989902026-08-052026-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 5, 2026

Magnolia Oil & Gas Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-38083

81-5365682

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

Nine Greenway Plaza, Suite 1300

Houston, Texas 77046

(Address of principal executive offices, including zip code)

(713) 842-9050

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 Per Share

MGY

New York Stock Exchange

Item 2.02    Results of Operations and Financial Condition.

On August 5, 2026, Magnolia Oil & Gas Corporation (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing its financial and operational results for the quarter ended June 30, 2026.

The information furnished pursuant to this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 7.01    Regulation FD Disclosure

On August 5, 2026, the Company provided information in an earnings presentation on its website, www.magnoliaoilgas.com, regarding its financial and operational results for the quarter ended June 30, 2026.

The earnings presentation, which is attached hereto as Exhibit 99.2, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit

Number

Description

99.1

Press Release

99.2

Earnings Presentation

104

Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAGNOLIA OIL & GAS CORPORATION

Date: August 5, 2026

By:       /s/ Timothy D. Yang

Name:  Timothy D. Yang

Title:    EVP, Chief Legal & Commercial Officer, Corporate Secretary and Land

2

mgy-20260506

0001698990false00016989902026-05-062026-05-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 6, 2026

Magnolia Oil & Gas Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-38083

81-5365682

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

Nine Greenway Plaza, Suite 1300

Houston, Texas 77046

(Address of principal executive offices, including zip code)

(713) 842-9050

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 Per Share

MGY

New York Stock Exchange

Item 2.02    Results of Operations and Financial Condition.

On May 6, 2026, Magnolia Oil & Gas Corporation (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing its financial and operational results for the quarter ended March 31, 2026.

The information furnished pursuant to this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 7.01    Regulation FD Disclosure

On May 6, 2026, the Company provided information in an earnings presentation on its website, www.magnoliaoilgas.com, regarding its financial and operational results for the quarter ended March 31, 2026.

The earnings presentation, which is attached hereto as Exhibit 99.2, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit

Number

Description

99.1

Press Release

99.2

Earnings Presentation

104

Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAGNOLIA OIL & GAS CORPORATION

Date: May 6, 2026

By:       /s/ Timothy D. Yang

Name:  Timothy D. Yang

Title:    EVP, Chief Legal & Commercial Officer, Corporate Secretary and Land

2