02/09/2026 | Press release | Distributed by Public on 02/09/2026 15:07
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Share Units | (1) | 02/05/2026 | M | 31,708(1) | (1) | (1) | Class A Common Stock | 31,708(1) | $ 0 | 0 | D | ||||
| Performance Share Units | (4) | 02/05/2026 | A | 40,016 | (4) | (4) | Class A Common Stock | 40,016 | $ 0 | 40,016 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Corales Brian C/O MAGNOLIA OIL & GAS CORPORATION NINE GREENWAY PLAZA, SUITE 1300 HOUSTON, TX 77046 |
SVP & CHIEF FINANCIAL OFFICER | |||
| /s/ Timothy D. Yang , Attorney-in-Fact | 02/09/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Reflects performance share units ("PSUs"), the grant of which was previously reported in Table II of Mr. Corales'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"). |
| (2) | Reflects the cash settlement of one-half of the Earned PSUs. |
| (3) | 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. |
| (4) | 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). |