UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
As previously disclosed in the Current Report on Form 8-K of Magnolia Oil & Gas Corporation, a Delaware corporation (“Magnolia”), filed with the Securities and Exchange Commission (the “Commission”) on July 19, 2026, Magnolia and Magnolia Oil & Gas Operating LLC, a Delaware limited liability company (“Buyer”), entered into a purchase and sale agreement with WildFire Energy I LLC, a Delaware limited liability company (“Seller”), pursuant to which Buyer agreed to purchase from Seller 100% of the issued and outstanding limited liability company interests of WildFire Intermediate Holdings, LLC, a Delaware limited liability company (the “Acquisition”).
For purposes of incorporating by reference into future registration statements to be filed with the Commission and other offering documents, Magnolia is filing (i) certain updated disclosure as set forth in Exhibit 99.1, which is incorporated hereby by reference, and (ii) the following:
| (a) | the audited financial statements of Seller as of and for the years ended December 31, 2025 and 2024, as set forth in Exhibit 99.2, which is incorporated herein by reference; |
| (b) | the unaudited condensed financial statements of Seller as of and for the three months ended March 31, 2026 and 2025, as set forth in Exhibit 99.3, which is incorporated herein by reference; |
| (c) | the unaudited pro forma combined financial information of Magnolia as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025, which gives effect to the Acquisition as if it had been consummated on January 1, 2025, as set forth in Exhibit 99.4, which is incorporated herein by reference; and |
| (d) | the report of Netherland, Sewell & Associates, Inc., independent petroleum engineers, relating to the historical reserve estimates of Seller as of December 31, 2025, as set forth in Exhibit 99.5, which is incorporated herein by reference. |
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial statements of businesses acquired. |
The audited financial statements of Seller as of and for the years ended December 31, 2025 and 2024 and the unaudited condensed financial statements of Seller as of and for the three months ended March 31, 2026 and 2025 are filed herewith and attached hereto as Exhibits 99.2 and 99.3, respectively, and are incorporated herein by reference.
| (b) | Pro forma financial information. |
The unaudited pro forma combined financial information of Magnolia as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025 is filed herewith and attached hereto as Exhibit 99.4 and is incorporated herein by reference.
| (d) | Exhibits. |
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: July 20, 2026 | By: | /s/ Timothy D. Yang |
| Name: Timothy D. Yang | ||
| Title: Executive Vice President, Chief Legal and Commercial Officer, Corporate Secretary and Land | ||