# Magnolia Oil & Gas Corp (MGY)

Informational only - not investment advice.

CIK: 0001698990
SIC: 1311 Crude Petroleum & Natural Gas
SIC breadcrumb: [Mining](/division/B/) > [SIC Major Group 13](/major-group/13/) > [SIC 1311 Crude Petroleum & Natural Gas](/industry/1311/)
Latest 10-K filed: 2026-02-12
SEC page: https://www.sec.gov/edgar/browse/?CIK=1698990
Filing source: https://www.sec.gov/Archives/edgar/data/1698990/000169899026000005/mgy-20251231.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 1311845000 | USD | 2025 | 2026-02-12 |
| Net income | 325252000 | USD | 2025 | 2026-02-12 |
| Assets | 2903092000 | USD | 2025 | 2026-02-12 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-12. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001698990.json. Derived margins are computed from the extracted annual SEC facts.

| Metric | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | 403,194,000 |  | 942,156,000 | 541,303,000 | 1,078,351,000 | 1,694,493,000 | 1,226,979,000 | 1,315,886,000 | 1,311,845,000 |
| Net income | 1,532,195 |  | 50,196,000 | -1,208,390,000 | 417,282,000 | 893,837,000 | 388,301,000 | 366,027,000 | 325,252,000 |
| Operating income | 190,011,000 |  | 127,502,000 | -1,925,666,000 | 602,594,000 | 1,073,786,000 | 534,485,000 | 511,988,000 | 439,181,000 |
| Assets | 653,937,462 | 3,433,523,000 | 3,466,406,000 | 1,453,420,000 | 1,746,742,000 | 2,572,585,000 | 2,756,216,000 | 2,820,835,000 | 2,903,092,000 |
| Stockholders' equity |  | 2,707,955,000 | 2,728,529,000 | 839,422,000 | 1,045,249,000 | 1,740,191,000 | 1,882,668,000 | 1,967,326,000 | 1,999,173,000 |
| Cash and cash equivalents | 851,466 | 135,758,000 | 182,633,000 | 192,561,000 | 366,982,000 | 675,441,000 | 401,121,000 | 260,049,000 | 266,785,000 |
| Net margin | 0.38% |  | 5.33% |  | 38.70% | 52.75% | 31.65% | 27.82% | 24.79% |
| Operating margin | 47.13% |  | 13.53% |  | 55.88% | 63.37% | 43.56% | 38.91% | 33.48% |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001698990.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2019-Q1 | 2019-03-31 |  |  | 0.08 | reported discrete quarter |
| 2019-Q2 | 2019-06-30 |  |  | 0.12 | reported discrete quarter |
| 2019-Q3 | 2019-09-30 |  |  | 0.05 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 | 280,291,000 | 91,492,000 |  | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 315,678,000 | 102,030,000 |  | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 322,628,000 | 98,445,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 319,417,000 | 85,086,000 |  | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 336,725,000 | 95,559,000 |  | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 333,135,000 | 99,784,000 |  | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 326,609,000 | 85,598,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 350,300,000 | 102,927,000 |  | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 318,981,000 | 78,117,000 |  | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 324,935,000 | 75,456,000 |  | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 317,628,000 | 68,753,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 358,511,000 | 99,825,000 |  | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1698990/000169899026000010/mgy-20260331.htm

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization.
Confidence: high
Filing date: 2026-05-07
Report date: 2026-03-31

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding the Company’s future financial position, business strategy, budgets, projected revenues, projected costs, and plans and objectives of management for future operations, are forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “plan,” “believe,” or “continue” or similar terminology. Although Magnolia believes that the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, Magnolia’s assumptions about:

•legislative, regulatory, or policy changes, including those following the change in presidential administrations;

•the market prices of oil, natural gas, natural gas liquids (“NGLs”), and other products or services;

•the supply and demand for oil, natural gas, NGLs, and other products or services, including impacts of actions taken by OPEC and other state-controlled oil companies;

•production and reserve levels;

•the timing and extent of the Company’s success in discovering, developing, producing and estimating reserves;

•geopolitical and business conditions in key regions of the world;

•drilling risks;

•economic and competitive conditions;

14

•the availability of capital resources;

•capital expenditures and other contractual obligations;

•weather conditions;

•inflation rates;

•the availability of goods and services;

•cybersecurity threats, including increased use of artificial intelligence technologies;

•the occurrence of property acquisitions or divestitures;

•the integration of acquisitions; and

•the securities or capital markets and related risks such as general credit, liquidity, market, and interest-rate risks.

All of Magnolia’s forward-looking information is subject to risks and uncertainties that could cause actual results to differ materially from the results expected. Although it is not possible to identify all factors, these risks and uncertainties include the risk factors and the timing of any of those risk factors identified in the reports that the Company has filed and may file with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the period ended December 31, 2025 (the “2025 Form 10-K”).

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s unaudited consolidated financial statements and the related notes thereto.

Overview 

Magnolia Oil & Gas Corporation (the “Company” or “Magnolia”) is an independent oil and natural gas company engaged in the acquisition, development, exploration, and production of oil, natural gas, and NGL reserves that operates in one reportable segment located in the United States. The Company’s oil and natural gas properties are located primarily in the Karnes and Giddings areas in South Texas, where the Company primarily targets the Eagle Ford Shale and the Austin Chalk formations. Magnolia’s objective is to generate stock market value over the long term through consistent organic production growth, high full cycle operating margins, an efficient capital program with short economic paybacks, significant free cash flow after capital expenditures, and effective reinvestment of free cash flow. The Company’s allocation of capital prioritizes reinvesting in its business to achieve moderate and predictable annual volume growth balanced with returning capital to its shareholders through dividends and share repurchases.

Magnolia’s business model prioritizes prudent and disciplined capital allocation, free cash flow, and financial stability. The Company’s ongoing plan is to spend within cash flow on drilling and completing wells while maintaining low financial leverage. The Company’s gradual and measured approach toward the development of the Giddings area has created operating efficiencies leading to higher production.

Market Conditions Update

Commodity prices continue to experience volatility driven by geopolitical conflict, evolving global supply-demand dynamics, and macroeconomic uncertainty. Most notably, the escalation of military conflict involving Iran has materially disrupted global energy markets, including significantly constraining the movement of global crude oil and refined product exports through the Strait of Hormuz. These developments, together with the ongoing Russia-Ukraine conflict, OPEC and OPEC+ production decisions, and changes in sanctions and trade restrictions affecting major oil-producing countries such as Russia, Iran, and Venezuela, have increased the risk of supply interruptions and contributed to substantial price volatility and uncertainty in global energy markets.

The macroeconomic and geopolitical environment remains uncertain and continues to evolve. In combination with geopolitical risks — including sanctions regimes, trade restrictions, tariff policies that remain subject to legal, regulatory, and policy uncertainty, and the potential for prolonged or expanded disruptions to global energy supply chains — these conditions continue to increase uncertainty with respect to commodity prices, operating costs, and capital availability. The Company continues to closely monitor developments in geopolitical conditions, international trade relations, tariff policies, and energy market dynamics, any of which could adversely affect operating results, financial condition, and future cash flows.

15

Business Overview

As of March 31, 2026, Magnolia’s assets in South Texas included 60,187 gross (39,935 net) acres in the Karnes area, and 741,586 gross (561,950 net) acres in the Giddings area. As of March 31, 2026, Magnolia held an interest in approximately 2,890 gross (1,960 net) wells, with total production of 102.6 thousand barrels of oil equivalent per day for the three months ended March 31, 2026.

Magnolia recognized net income attributable to Class A Common Stock of $99.8 million, or $0.54 per diluted common share, for the three months ended March 31, 2026. Magnolia recognized net income of $100.8 million, which includes noncontrolling interest of $1.0 million related to the Magnolia LLC Units (and corresponding shares of Class B Common Stock) held by certain affiliates of EnerVest, for the three months ended March 31, 2026.

During the three months ended March 31, 2026, the Company declared and paid cash dividends and distributions totaling $31.4 million.

As of March 31, 2026, the Company’s board of directors had authorized a share repurchase program of up to 60.0 million shares of Class A Common Stock. The program does not require purchases to be made within a particular timeframe. The Company had repurchased 48.4 million shares under the program at a cost of $945.4 million and had 11.6 million shares of Class A Common Stock remaining under its share repurchase authorization as of March 31, 2026.

As of March 31, 2026, Magnolia owned 100.0% of the interest in Magnolia LLC.

16

Results of Operations

Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

Oil, Natural Gas and NGL Sales Revenues

The following table provides the components of Magnolia’s revenues for the periods indicated, as well as each period’s respective average prices and production volumes. This table shows production on a boe basis in which natural gas is converted to an equivalent barrel of oil based on a ratio of six Mcf to one barrel. This ratio may not be reflective of the current price ratio between the two products.

Three Months Ended

(In thousands, except per unit data)

March 31, 2026

March 31, 2025

Production:

Oil (MBbls)

3,661 

3,517 

Natural gas (MMcf)

17,383 

16,492 

NGLs (MBbls)

2,673 

2,424 

Total (Mboe)

9,231 

8,689 

Average daily production:

Oil (Bbls/d)

40,678 

39,078 

Natural gas (Mcf/d)

193,143 

183,248 

NGLs (Bbls/d)

29,696 

26,930 

Total (boe/d)

102,564 

96,549 

Production (% of total):

Oil

40 

%

40 

%

Natural gas

31 

%

32 

%

NGLs

29 

%

28 

%

Revenues:

Oil revenues

$

257,329 

$

245,534 

Natural gas revenues

51,800 

51,367 

Natural gas liquids revenues

49,382 

53,399 

Total revenues

$

358,511 

$

350,300 

Revenues (% of total):

Oil

72 

%

70 

%

Natural gas

14 

%

15 

%

NGLs

14 

%

15 

%

Average Price:

Oil (per barrel)

$

70.29 

$

69.81 

Natural gas (per Mcf)

2.98 

3.11 

NGLs (per barrel)

18.48 

22.03 

Oil revenues for the three months ended March 31, 2026 were $11.8 million higher than the three months ended March 31, 2025. A 4% increase in oil production increased first quarter 2026 revenues by $10.1 million compared to the same period in the prior year, and a 1% increase in average prices increased revenues by $1.7 million.

Natural gas revenues for the three months ended March 31, 2026 were $0.4 million higher than the three months ended March 31, 2025. A 5% increase in natural gas production increased first quarter 2026 revenues by $2.7 million compared to the same period in the prior year, partially offset by a 4% decrease in average prices that decreased revenues by $2.3 million.

17

NGL revenues for the three months ended March 31, 2026 were $4.0 million lower than the three months ended March 31, 2025. A 16% decrease in average prices decreased first quarter 2026 revenues by $8.6 million compared to the same period in the prior year, partially offset by a 10% increase in NGL production that increased revenues by $4.6 million.

Operating Expenses and Other Expense

The following table summarizes the Company’s operating expenses and other expense for the periods indicated.

Three Months Ended

(In thousands, except per unit data)

March 31, 2026

March 31, 2025

Operating Expenses:

Lease operating expenses

$

47,751 

$

47,075 

Gathering, transportation and processing

18,207 

14,953 

Taxes other than income

16,387 

20,105 

Exploration expenses

1,742 

348 

Asset retirement obligations accretion

1,857 

1,556 

Depreciation, depletion and amortization

113,359 

105,853 

General and administrative expenses

31,444 

24,588 

Total operating expenses

$

230,747 

$

214,478 

Other Expense:

Interest expense, net

$

(6,004)

$

(5,252)

Other income (expense), net

(36)

1,215 

Total other expense, net

$

(6,040)

$

(4,037)

Average Operating Costs per boe:

Lease operating expenses

$

5.17 

$

5.42 

Gathering, transportation and processing

1.97 

1.72 

Taxes other than income

1.78 

2.31 

Exploration expenses

0.19 

0.04 

Asset retirement obligations accretion

0.20 

0.18 

Depreciation, depletion and amortization

12.28 

12.18 

General and administrative expenses

3.41 

2.83 

Lease operating expenses are costs incurred in the operation of producing properties, including expenses for utilities, direct labor, water disposal, workover rigs, workover expenses, materials, and supplies. Lease operating expenses for the three months ended March 31, 2026 were $0.7 million higher, and $0.25 per boe lower, than the three months ended March 31, 2025. The increase

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization.
Confidence: high

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s consolidated financial statements and the related notes thereto included in this Form 10-K.

This section of this Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Overview 

Magnolia Oil & Gas Corporation (the “Company” or “Magnolia”) is an independent oil and natural gas company engaged in the acquisition, development, exploration, and production of oil, natural gas, and natural gas liquid reserves that operates in one reportable segment located in the United States. The Company’s oil and natural gas properties are located primarily in the Karnes and Giddings areas in South Texas, where the Company primarily targets the Eagle Ford Shale and the Austin Chalk formations. Magnolia’s objective is to generate stock market value over the long term through consistent organic production growth, high full cycle operating margins, an efficient capital program with short economic paybacks, significant free cash flow after capital expenditures, and effective reinvestment of free cash flow. The Company’s allocation of capital prioritizes reinvesting in its business to achieve moderate and predictable annual volume growth, balanced with returning capital to its shareholders through dividends and share repurchases.

Magnolia’s business model prioritizes prudent and disciplined capital allocation, free cash flow, and financial stability. The Company’s ongoing plan is to spend within cash flow on drilling and completing wells while maintaining low financial leverage. During 2025, Magnolia operated two rigs. The Company’s gradual and measured approach toward the development of the Giddings area has created operating efficiencies leading to higher production in 2025.

Market Conditions Update

Commodity prices continue to experience volatility driven by geopolitical and macroeconomic factors, including the ongoing Russia-Ukraine conflict, OPEC and OPEC+ production decisions, continued instability in the Middle East, and evolving developments involving Venezuela, including changes to sanctions, export levels, and global oil supply dynamics. These factors have contributed to uncertainty in global energy markets and price fluctuations.

During 2024 and 2025, despite this volatility, lower well costs and improved operating efficiencies enabled Magnolia to increase drilling, completion, and production activity, supporting high-margins while maintaining a disciplined capital program.

The macroeconomic and geopolitical environment remains uncertain and continues to evolve. Inflationary pressures have moderated from recent highs but remain elevated relative to historical levels. Interest rates also remain high, and global trade tensions have intensified, including the implementation of new and expanded tariffs. These factors continue to contribute to cost uncertainty and may impact operating results. Additionally, changes in international energy policy, including sanctions regimes and trade restrictions affecting major oil-producing countries such as Venezuela, could impact global supply, commodity prices, and operating costs. The Company continues to closely monitor developments in geopolitical conditions, international trade relations, tariff policies, and energy market dynamics, any of which could adversely affect operating results, financial condition, and future cash flows.

Business Overview

As of December 31, 2025, Magnolia’s assets in South Texas included 79,350 gross (55,370 net) acres in the Karnes area and 738,880 gross (557,990 net) acres in the Giddings area. As of December 31, 2025, Magnolia held an interest in approximately 2,867 gross (1,948 net) wells, with total production of 99.8 thousand barrels of oil equivalent per day (“Mboe/d”) for the year ended December 31, 2025.

Magnolia recognized net income attributable to Class A Common Stock of $325.3 million, or $1.73 per diluted common share, for the year ended December 31, 2025. Magnolia also recognized net income of $337.3 million, which includes noncontrolling interest of $12.0 million related to the Magnolia LLC Units (and corresponding shares of Class B Common Stock) held by certain affiliates of EnerVest for the year ended December 31, 2025.

During the year ended December 31, 2025, the Company declared cash dividends to holders of its Class A Common Stock totaling $113.1 million.

35

As of December 31, 2025, the Company’s board of directors had authorized a share repurchase program of up to 50.0 million shares of Class A Common Stock. The program does not require purchases to be made within a particular timeframe. The Company had repurchased 47.1 million shares under the program at a cost of $913.3 million and had 2.9 million shares of Class A Common Stock remaining under its share repurchase authorization as of December 31, 2025. On February 5, 2026, the Company’s board of directors increased the share repurchase authorization by an additional 10.0 million shares of Class A Common Stock, which increased the total share repurchase authorization to 60.0 million.

As of December 31, 2025, Magnolia owned approximately 97.0% of the interest in Magnolia LLC and the noncontrolling interest was 3.0%.

Results of Operations

Factors Affecting the Comparability of the Historical Financial Results

Magnolia’s historical financial condition and results of operations for the periods presented may not be comparable, either from period to period or going forward, as a result of the Company’s redemption of its 2026 Senior Notes that bore interest at 6.0% per annum and its issuance of the 2032 Senior Notes that bear interest at 6.875% per annum, both of which occurred in November 2024.

36

Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

Oil, Natural Gas and NGL Sales Revenues. The following table provides the components of Magnolia’s revenues for the periods indicated, as well as each period’s respective average prices and production volumes. This table shows production on a boe basis in which natural gas is converted to an equivalent barrel of oil based on a ratio of six Mcf to one barrel. This ratio may not be reflective of the current price ratio between the two products.

Years Ended

(In thousands, except per unit data)

December 31, 2025

December 31, 2024

Production:

Oil (MBbls)

14,531 

14,019 

Natural gas (MMcf)

68,917 

58,746 

NGLs (MBbls)

10,407 

9,024 

Total (Mboe)

36,424 

32,834 

Average daily production:

Oil (Bbls/d)

39,810 

38,302 

Natural gas (Mcf/d)

188,814 

160,508 

NGLs (Bbls/d)

28,513 

24,655 

Total (boe/d)

99,793 

89,709 

Production (% of total):

Oil

40 

%

43 

%

Natural gas

32 

%

30 

%

NGLs

28 

%

27 

%

Revenues:

Oil revenues

$

918,027 

$

1,046,675 

Natural gas revenues

190,252 

90,277 

Natural gas liquids revenues

203,566 

178,934 

Total revenues

$

1,311,845 

$

1,315,886 

Revenue (% of total):

Oil

70 

%

80 

%

Natural gas

15 

%

7 

%

NGLs

15 

%

13 

%

Average Price:

Oil (per barrel)

$

63.18 

$

74.66 

Natural gas (per Mcf)

2.76 

1.54 

NGLs (per barrel)

19.56 

19.83 

Oil revenues for the year ended December 31, 2025 were $128.6 million lower than the year ended December 31, 2024. A 15% decrease in average prices decreased 2025 revenues by $161.0 million compared to the same period in the prior year, partially offset by a 4% increase in oil production that increased revenues by $32.4 million.

Natural gas revenues for the year ended December 31, 2025 were $100.0 million higher than the year ended December 31, 2024. A 79% increase in average prices increased 2025 revenues by $71.9 million compared to the same period in the prior year, and a 17% increase in natural gas production increased revenues by $28.1 million.

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NGL revenues for the year ended December 31, 2025 were $24.6 million higher than the year ended December 31, 2024. A 15% increase in NGL production increased revenues for the year ended December 31, 2025 by $27.1 million compared to the same period in the prior year, partially offset by a 1% decrease in average prices that decreased revenues by $2.4 million.

Operating Expenses and Other Expense. The following table summarizes the Company’s operating expenses and other income (expense) for the periods indicated.

Years Ended

(In thousands, except per unit data)

December 31, 2025

December 31, 2024

Operating Expenses:

Lease operating expenses

$

186,559 

$

180,881 

Gathering, transportation, and processing

67,096 

39,832 

Taxes other than income

76,452 

71,862 

Exploration expenses

962 

1,374 

Asset retirement obligations accretion

6,800 

6,729 

Depreciation, depletion and amortization

437,757 

414,487 

General and administrative expenses

97,038 

88,733 

Total operating costs and expenses

$

872,664 

$

803,898 

Other Expense:

Interest expense, net

$

(21,617)

$

(14,371)

Loss on extinguishment of debt

— 

(8,796)

Other income (expense), net

(153)

4,322 

Total other expense, net

$

(21,770)

$

(18,845)

Average Operating Costs per boe:

Lease operating expenses

$

5.12 

$

5.51 

Gathering, transportation, and processing

1.84 

1.21 

Taxes other than income

2.10 

2.19 

Exploration expenses

0.03 

0.04 

Asset retirement obligations accretion

0.19 

0.20 

Depreciation, depletion and amortization

12.02 

12.62 

General and administrative expenses

2.66 

2.70 

Lease operating expenses are the costs incurred in the operation of producing properties, including expenses for utilities, direct labor, water disposal, workover rigs, workover expenses, materials, and supplies. Lease operating expenses for the year ended December 31, 2025 were $5.7 million higher, and $0.39 per boe lower, than the year ended December 31, 2024, due to an increase in surface repair and maintenance, contract labor, and equipment rentals associated with higher well count, offset by broad cost reduction initiatives. The decrease in lease operating expenses per boe was due to higher production.

Gathering, transportation, and processing (“GTP”) costs are costs incurred to deliver oil, natural gas, and NGLs to the market. These expenses can vary based on the volume of oil, natural gas, and NGLs produced as well as the cost of commodity processing. The GTP costs for the year ended December 31, 2025 were $27.3 million, or $0.63 per boe, higher than the year ended December 31, 2024, driven by higher production and natural gas prices and changes to certain gathering and processing contracts, which resulted in a higher portion of Magnolia’s GTP costs being recognized as expense versus a reduction to Magnolia’s natural gas revenues.

Taxes other than income include production, ad valorem, and franchise taxes. These taxes are based on rates primarily established by state and local taxing authorities. Production taxes are based on the market value of production. Ad valorem taxes are based on the fair market value of the mineral interests or business assets. Taxes other than income for the year ended December 31, 2025 were $4.6 million higher, and $0.09 per boe lower, than the year ended December 31, 2024, primarily due to an increase in ad valorem taxes as a result of higher market value of new wells brought online. The decrease in taxes other than income per boe was due to higher production.

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Depreciation, depletion and amortization (“DD&A”) during the year ended December 31, 2025 was $23.3 million higher, and $0.60 per boe lower, than the year ended December 31, 2024 due to higher production that increased overall DD&A. The decrease in DD&A per boe was due to reserve growth exceeding the increase in the underlying cost basis.

General and administrative expenses during the year ended December 31, 2025 were $8.3 million higher, and $0.04 per boe lower, than the year ended December 31, 2024 due to an increase in payroll-related expenses and equity compensation, including changes from the modification of stock based compensation awards in 2025, partially offset by certain one-time costs incurred in 2024.

Interest expense, net, during the year ended December 31, 2025 was $7.2 million higher than the year ended December 31, 2024, driven by lower interest income realized during 2025 as a result of lower interest rates and cash balances.

During the year ended December 31, 2024, the Company recognized a loss of $8.8 million on the extinguishment of the 2026 Senior Notes.

Other income (expense), net, during the year ended December 31, 2025 was $(0.2) million compared to $4.3 million during the year ended December 31, 2024. The decrease in other income (expense) for the year ended December 31, 2025 as compared to the same period in the prior year was primarily comprised of the loss on sale of other assets in 2025 and loss on asset retirement obligation settlements, partially offset by the revaluation of the contingent consideration.

Income tax expense. The following table summarizes the Company’s income tax expense for the periods indicated.

For the Years Ended

 (In thousands)

December 31, 2025

December 31, 2024

Current income tax expense

$

(16,698)

$

25,541 

Deferred income tax expense

96,830 

70,272 

Income tax expense

$

80,132 

$

95,813 

For the year ended December 31, 2025, income tax expense was $15.7 million lower than the year ended December 31, 2024, primarily a result of additional tax credits and a decrease in income before income taxes. The decrease in current tax expense and increase in deferred tax expense were primarily due to the acceleration of tax deductions from the passage of the One Big Beautiful Bill Act of 2025. See Note 10—Income Taxes in the notes to the consolidated financial statements included in this Annual Report on Form 10-K for further detail.

Liquidity and Capital Resources

Magnolia’s primary source of liquidity and capital has been its cash flows from operations. The Company’s primary uses of cash have been for development of the Company’s oil and natural gas properties, returning capital to shareholders, bolt-on acquisitions of oil and natural gas properties, and general working capital needs.

The Company may also utilize borrowings under other various financing sources available to Magnolia, including the RBL Facility and the issuance of equity or debt securities through public offerings or private placements, to fund Magnolia’s acquisitions and long-term liquidity needs. Magnolia’s ability to complete future offerings of equity and debt securities and the timing of these offerings will depend upon various factors, including prevailing market conditions and the Company’s financial condition.

Material cash commitments include $27.5 million in interest payments paid each year through 2032, along with contractual obligations discussed in Note 9—Commitments and Contingencies in the notes to the consolidated financial statements included in this Annual Report on Form 10-K. The Company anticipates its current cash balance, cash flows from operations, and its available sources of liquidity to be sufficient to meet the Company’s cash requirements. In the event of a sustained market deterioration, Magnolia may need additional liquidity, which would require the Company to evaluate available alternatives and take appropriate actions.

As of December 31, 2025, the Company had $400.0 million of principal debt related to the 2032 Senior Notes outstanding and no outstanding borrowings related to the RBL Facility. As of December 31, 2025, the Company has $716.8 million of liquidity comprised of the $450.0 million of borrowing capacity under the RBL Facility, and $266.8 million of cash and cash equivalents.

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Cash and Cash Equivalents

At December 31, 2025, Magnolia had $266.8 million of cash and cash equivalents. The Company’s cash and cash equivalents are maintained with various financial institutions in the United States. Deposits with these institutions may exceed the amount of insurance provided on such deposits. However, the Company regularly monitors the financial stability of its financial institutions and believes that the Company is not exposed to any significant default risk.

Sources and Uses of Cash and Cash Equivalents

The following table presents the sources and uses of the Company’s cash and cash equivalents for the periods presented:

Years Ended

(In thousands)

December 31, 2025

December 31, 2024

SOURCES OF CASH AND CASH EQUIVALENTS

Net cash provided by operating activities

$

878,639 

$

920,850 

Proceeds from issuance of long-term debt

— 

400,000 

Net sources of cash and cash equivalents

878,639 

1,320,850 

USES OF CASH AND CASH EQUIVALENTS

Redemption of long-term debt

$

— 

$

(404,000)

Acquisitions

(66,588)

(165,424)

Additions to oil and natural gas properties

(469,477)

(486,729)

Changes in working capital associated with additions to oil and natural gas properties

(10,368)

(2,385)

Class A Common Stock repurchases

(205,471)

(183,375)

Class B Common Stock purchases and cancellations

— 

(89,670)

Dividends paid

(113,096)

(97,620)

Distributions to noncontrolling interest owners

(3,500)

(9,133)

Cash paid for debt issuance costs

— 

(12,713)

Other

(3,403)

(10,873)

Net uses of cash and cash equivalents

(871,903)

(1,461,922)

NET CHANGE IN CASH AND CASH EQUIVALENTS

$

6,736 

$

(141,072)

Sources of Cash and Cash Equivalents

Net Cash Provided by Operating Activities

Operating cash flows are the Company’s primary source of liquidity and are impacted, in the short term and long term, by oil and natural gas prices. The factors that determine operating cash flows are largely the same as those that affect net earnings or net losses, with the exception of certain non-cash expenses such as DD&A, stock based compensation, amortization of deferred financing costs, revaluation of contingent consideration, impairment of oil and natural gas properties, asset retirement obligations accretion, and deferred taxes.

Net cash provided by operating activities totaled $878.6 million and $920.9 million for the years ended December 31, 2025 and 2024, respectively. During the year ended December 31, 2025, cash provided by operating activities decreased due to lower realized oil prices and receipts timing, partially offset by increased production, higher realized natural gas prices, and favorable payments timing.

Proceeds from Issuance of Long-term Debt

During the year ended December 31, 2024, the Company received $400.0 million from the issuance of the 2032 Senior Notes. For more detail, refer to Note 7—Long-term Debt.

40

Uses of Cash and Cash Equivalents

Redemption of Long-term Debt

During the year ended December 31, 2024, the Company paid $404.0 million to redeem the 2026 Senior Notes. For more detail, refer to Note 7—Long-term Debt.

Acquisitions

During the year ended December 31, 2025, the Company completed various leasehold, mineral rights, and property acquisitions totaling $66.6 million primarily in the Giddings area.

During the year ended December 31, 2024, the Company completed various leasehold, mineral rights, and property acquisitions totaling $165.4 million primarily in the Giddings area.

Additions to Oil and Natural Gas Properties

The following table sets forth the Company’s capital expenditures for the years ended December 31, 2025 and 2024.

Years Ended

(In thousands)

December 31, 2025

December 31, 2024

Drilling and completion

$

460,667 

$

477,000 

Leasehold acquisition costs

8,810 

9,729 

Total capital expenditures

$

469,477 

$

486,729 

During 2025, Magnolia operated two rigs. The activity during the year ended December 31, 2025 was largely driven by the number of operated and non-operated drilling rigs. The number of operated drilling rigs is largely dependent on commodity prices and the Company’s strategy of maintaining spending to accommodate the Company’s business model. The Company’s ongoing plan is to continue to spend within cash flow on drilling and completing wells while maintaining low financial leverage.

Capital Requirements

As of December 31, 2025, the Company’s board of directors had authorized a share repurchase program of up to 50.0 million shares of Class A Common Stock. On February 5, 2026, the Company’s board of directors increased the share repurchase authorization by an additional 10.0 million shares of Class A Common Stock, which increased the total share repurchase authorization to 60.0 million. The program does not require purchases to be made within a particular timeframe and whether the Company undertakes these additional repurchases is ultimately subject to numerous considerations, market conditions, and other factors. During the years ended December 31, 2025 and 2024, the Company repurchased 8.9 million and 7.5 million shares under this authorization, for a total cost of approximately $205.5 million and $182.8 million, respectively.

During the year ended December 31, 2024, Magnolia LLC repurchased and subsequently canceled 3.5 million Magnolia LLC Units with an equal number of shares of corresponding Class B Common Stock for $89.7 million of cash consideration. As of December 31, 2025, Magnolia owned approximately 97.0% of the interest in Magnolia LLC and the noncontrolling interest was 3.0%.

During the year ended December 31, 2025, the Company declared and paid cash dividends to holders of its Class A Common Stock totaling $113.1 million. Additionally, $3.3 million was distributed to the Magnolia LLC Unit Holders. During the year ended December 31, 2024, the Company declared and paid cash dividends to holders of its Class A Common Stock totaling $97.6 million. Additionally, $7.8 million was distributed to the Magnolia LLC Unit Holders. The amount and frequency of future dividends is subject to the discretion of the Company’s board of directors and primarily depends on earnings, capital expenditures, debt covenants, and various other factors.

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Critical Accounting Policies and Estimates

Magnolia prepares its financial statements and the accompanying notes in conformity with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions about future events that affect the reported amounts in the financial statements and the accompanying notes. Magnolia identifies certain accounting policies as critical based on, among other things, their impact on the portrayal of Magnolia’s financial condition, results of operations, or liquidity and the degree of difficulty, subjectivity, and complexity in their deployment. Critical accounting policies cover accounting matters that are inherently uncertain because the future resolution of such matters is unknown. Management routinely discusses the development, selection, and disclosure of each of the critical accounting policies. The following is a discussion of Magnolia’s most critical accounting policies and estimates.

Reserves Estimates

Proved oil and natural gas reserves are those quantities of oil, natural gas, and NGLs which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced, or the operator must be reasonably certain that it will commence within a reasonable time. Estimated proved developed oil and natural gas reserves can be expected to be recovered through existing wells with existing equipment and operating methods or where the cost of the required equipment is relatively minor compared to the cost of a new well.

Proved undeveloped reserves are proved reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage are limited to those that are directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances. Undrilled locations can be classified as undeveloped reserves only if a plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time. All of Magnolia’s proved undeveloped reserves as of December 31, 2025, that are included in this Annual Report on Form 10-K, are planned to be developed within one year.

Despite the inherent imprecision in these engineering estimates, Magnolia’s reserves are used throughout the Company’s financial statements. For example, since Magnolia uses the unit-of-production method to amortize its oil and natural gas properties, the quantity of reserves could significantly impact Magnolia’s DD&A expense. A material adverse change in the estimated volumes of reserves could result in property impairments. Finally, these reserves are the basis for Magnolia’s supplemental oil and natural gas disclosures.

Reserves are calculated using an unweighted arithmetic average of commodity prices in effect on the first day of each of the previous 12 months, held flat for the life of the production, except where prices are defined by contractual arrangements. These historical prices often do not approximate the average price that the Company expects to receive for its oil and natural gas production in the future. Operating costs, production and ad valorem taxes, and future development costs are based on current costs with no escalation. Actual costs may be materially higher or lower than the costs utilized in the estimate.

Magnolia has elected not to disclose probable and possible reserves in this filing.

Long-lived Asset Impairments

Long-lived assets used in operations are assessed for impairment whenever changes in facts and circumstances indicate a possible significant deterioration in future cash flows expected to be generated by an asset group. Individual assets are grouped for impairment purposes based on a judgmental assessment of the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. If there is an indication that the carrying amount of an asset may not be recovered, the asset is assessed by management through an established process in which changes to significant assumptions such as prices, volumes, and future development plans are reviewed. If, upon review, the sum of the undiscounted pre-tax cash flows is less than the carrying value of the asset group, the carrying value is written down to estimated fair value. Because there usually is a lack of quoted market prices for long-lived assets, the fair value of impaired assets is assessed by management using the income approach.

Under the income approach, the fair value of each asset group is estimated based on the present value of expected future cash flows. The income approach is dependent on a number of factors including estimates of forecasted revenue and operating costs, proved reserves, the success of future exploration for and development of unproved reserves, discount rates, and other variables. Key assumptions used in developing a discounted cash flow model described above include estimated quantities of crude oil and natural gas reserves; estimates of market prices considering forward commodity price curves as of the measurement date; and estimates of

42

operating, administrative, and capital costs adjusted for inflation. The resulting future cash flows are discounted using a discount rate believed to be consistent with those applied by market participants.

Although the fair value estimate of each asset group is based on assumptions the Company believes to be reasonable, those assumptions are inherently unpredictable and uncertain, and actual results could differ from the estimate. Negative revisions of estimated reserves quantities, increases in future cost estimates, or sustained decreases in oil or natural gas prices could lead to a reduction in expected future cash flows and possibly an impairment of long-lived assets in future periods.

Income Taxes

The Company is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income or loss of Magnolia LLC. The amount of income taxes recorded by the Company requires interpretations of complex rules related to the Company’s partnership structure and regulations of various tax jurisdictions throughout the United States. Deferred tax assets and liabilities are recognized based on the tax effects of temporary differences between the carrying amounts on the consolidated financial statements and the tax basis of assets and liabilities, as measured using currently enacted tax rates. These differences will result in taxable income or deductions in future years when the reported amounts of the assets or liabilities are recovered or settled, respectively. Considerable judgment is required in predicting when these events may occur and whether recovery of an asset is more likely than not. Magnolia records deferred tax assets and associated valuation allowances, when appropriate, to reflect amounts more likely than not to be realized based upon Company analysis. Additionally, federal and state income tax returns are generally not filed before the consolidated financial statements are prepared. Therefore, Magnolia estimates the tax basis of its assets and liabilities at the end of each period, as well as the effects of tax rate changes, tax credits, and net operating and capital loss carryforwards and carrybacks, if any. Adjustments related to differences between the estimates used by the Company and the actual amounts reported are recorded in the periods in which the Company’s income tax returns are filed. These adjustments and changes in estimates of asset recovery and liability settlement as well as significant enacted tax rate changes could have an impact on the Company’s results of operations. Please refer to Part II, Item 8, Note 2—Summary of Significant Accounting Policies and Note 10—Income Taxes in the notes to the consolidated financial statements included in this Annual Report on Form 10-K for additional discussion.