Subsequent Events	6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events WildFire Acquisition On July 19, 2026 (the “WildFire Execution Date”), Magnolia Oil & Gas Corporation and Magnolia Operating entered into that certain Purchase and Sale Agreement (the “WildFire Purchase Agreement,” and the transactions contemplated thereby, the “WildFire Acquisition”) with WildFire Energy I LLC, a Delaware limited liability company, pursuant to which Magnolia Operating agreed to acquire 100% of the issued and outstanding limited liability company interests of WildFire Intermediate Holdings, LLC, a Delaware limited liability company (the “WildFire Acquisition”). The transaction is valued at approximately $4 billion. It was unanimously approved by the Magnolia’s Board of Directors. See Item 1A. Risk Factors for a discussion of risks related to the WildFire Acquisition. The WildFire Acquisition will be funded with approximately $2.65 billion cash consideration, 32.2 million shares of Class A Common Stock, and the assumption of $600 million of WildFire’s 7.50% Senior Notes due 2029 (the “WildFire Notes”). The cash consideration will be comprised of cash on hand, the net proceeds from the issuance of the 2034 Senior Notes and the July 2026 Equity Offering, and borrowings under the Company’s revolving credit facility, each discussed below. The WildFire Purchase Agreement contains customary representations, warranties and covenants by each of Magnolia and WildFire Seller (on behalf of itself and certain of its to be acquired subsidiaries). The WildFire Acquisition has an effective date of June 1, 2026 and is expected to close within approximately 45 days following the WildFire Execution Date, subject to satisfaction or waiver of certain customary closing conditions, including the accuracy of the representations and warranties of each party, compliance by each party in all material respects with its covenants and the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The WildFire Purchase Agreement contains certain customary termination rights. Third Amended and Restated RBL Facility On July 19, 2026, Magnolia Operating executed a third amendment and restatement of its senior secured reserve-based revolving credit facility (the “Amended and Restated RBL Facility”) that amends the RBL Facility in its entirety, which upon the satisfaction of customary conditions, including the execution and delivery of definitive documentation with respect to the Amended and Restated RBL Facility and the consummation of the WildFire Acquisition, will provide for, among other things, maximum commitments in an aggregate principal amount of $2.25 billion with a letter of credit facility with a $100 million sublimit and a swingline facility with a $50 million sublimit, with an initial borrowing base of $2 billion and borrowing capacity of $1.75 billion that are subject to adjustments to the extent oil and gas assets are excluded from the WildFire Acquisition, and extend the maturity date to the earlier of (x) the fifth anniversary of the effectiveness of the Amended and Restated RBL Facility and (y) the date that is 91 days prior to the stated maturity date of the WildFire Notes (or, to the extent earlier than the fifth anniversary of the effectiveness of the Amended and Restated RBL Facility, the date that is 91 days prior to the stated maturity date of any indebtedness that refinances the WildFire Notes and that is permitted under the Amended and Restated RBL Facility) if the outstanding aggregate principal amount of such notes equals or exceeds $100 million on such date. Bridge Facility Commitment Letter On July 19, 2026, Magnolia Operating entered into a commitment letter (the “Commitment Letter”) among Magnolia Operating and the lenders party thereto, pursuant to which the lenders committed to provide up to $1.50 billion of senior unsecured loans under a senior 364-day unsecured bridge term loan facility (the “Bridge Facility”), subject to certain conditions. The Bridge Facility was intended solely as a backstop source of financing to support the consummation of the WildFire Acquisition in the event that permanent financing could not be obtained on acceptable terms. Because Magnolia Operating has obtained the financing necessary to fund the WildFire Acquisition, it does not expect to borrow under the Bridge Facility. Any borrowing under the Bridge Facility would have been subject to the satisfaction of customary conditions, including the execution and delivery of definitive documentation and the consummation of the WildFire Acquisition. Equity Offering On July 22, 2026, the Company completed an underwritten public offering of 53.3 million shares of its Class A Common Stock in which the Company received net cash proceeds of approximately $1.2 billion after underwriting discounts and commissions. The Company intends to use the net proceeds from this equity offering to fund a portion of the aggregate purchase price of the WildFire Acquisition or, if the WildFire Acquisition is not consummated, for general corporate purposes, including repayment of outstanding indebtedness and to fund capital expenditures. Senior Notes Issuance On August 5, 2026, Magnolia Operating and Magnolia Oil & Gas Finance Corp. issued $500 million of 6.625% senior notes due 2034 (the “2034 Senior Notes”) in a 144A private placement. The 2034 Senior Notes were issued at par resulting in aggregate net proceeds to the Company of approximately $492.5 million after deducting the debt issuance costs (excluding estimated offering expenses). The Company intends to use the net proceeds from the 2034 Senior Notes to fund a portion of the purchase price of the WildFire Acquisition. The 2034 Senior Notes mature on August 15, 2034 and pay interest at the rate of 6.625% per year, payable on February 15 and August 15 of each year. If (i) the consummation of the WildFire Acquisition does not occur on or before March 19, 2027 or (ii) prior thereto, Magnolia Operating notifies the trustee of the 2034 Senior Notes that it will not pursue the consummation of the WildFire Acquisition, Magnolia Operating will be required to redeem all notes then outstanding at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date upon which such notes will be redeemed. Derivatives Subsequent to June 30, 2026, the Company entered into costless collar derivative contracts for a portion of the Company’s expected oil production. Production covered under these contracts includes 3.2 million barrels of oil in 2026 and 2.7 million barrels of oil in 2027, with established weighted average floor prices of $72.14 and $70.00 per barrel respectively, and weighted average ceiling prices of $91.09 and $83.28 per barrel, respectively. Dividend Announcement On July 29, 2026, the Company’s board of directors declared a quarterly cash dividend of $0.18 per share of Class A Common Stock payable on September 1, 2026 to shareholders, as applicable, as of August 10, 2026.

On July 19, 2026 (the “WildFire Execution Date”), Magnolia Oil & Gas Corporation and Magnolia Operating entered into that certain Purchase and Sale Agreement (the “WildFire Purchase Agreement,” and the transactions contemplated thereby, the “WildFire Acquisition”) with WildFire Energy I LLC, a Delaware limited liability company, pursuant to which Magnolia Operating agreed to acquire 100% of the issued and outstanding limited liability company interests of WildFire Intermediate Holdings, LLC, a Delaware limited liability company (the “WildFire Acquisition”). The transaction is valued at approximately $4 billion. It was unanimously approved by the Magnolia’s Board of Directors. See Item 1A. Risk Factors for a discussion of risks related to the WildFire Acquisition.

The WildFire Acquisition will be funded with approximately $2.65 billion cash consideration, 32.2 million shares of Class A Common Stock, and the assumption of $600 million of WildFire’s 7.50% Senior Notes due 2029 (the “WildFire Notes”). The cash consideration will be comprised of cash on hand, the net proceeds from the issuance of the 2034 Senior Notes and the July 2026 Equity Offering, and borrowings under the Company’s revolving credit facility, each discussed below.

The WildFire Purchase Agreement contains customary representations, warranties and covenants by each of Magnolia and WildFire Seller (on behalf of itself and certain of its to be acquired subsidiaries). The WildFire Acquisition has an effective date of June 1, 2026 and is expected to close within approximately 45 days following the WildFire Execution Date, subject to satisfaction or waiver of certain customary closing conditions, including the accuracy of the representations and warranties of each party, compliance by each party in all material respects with its covenants and the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The WildFire Purchase Agreement contains certain customary termination rights.

On July 19, 2026, Magnolia Operating executed a third amendment and restatement of its senior secured reserve-based revolving credit facility (the “Amended and Restated RBL Facility”) that amends the RBL Facility in its entirety, which upon the satisfaction of customary conditions, including the execution and delivery of definitive documentation with respect to the Amended and Restated RBL Facility and the consummation of the WildFire Acquisition, will provide for, among other things, maximum commitments in an aggregate principal amount of $2.25 billion with a letter of credit facility with a $100 million sublimit and a swingline facility with a $50 million sublimit, with an initial borrowing base of $2 billion and borrowing capacity of $1.75 billion that are subject to adjustments to the extent oil and gas assets are excluded from the WildFire Acquisition, and extend the maturity date to the earlier of (x) the fifth anniversary of the effectiveness of the Amended and Restated RBL Facility and (y) the date that is 91 days prior to the stated maturity date of the WildFire Notes (or, to the extent earlier than the fifth anniversary of the effectiveness of the Amended and Restated RBL Facility, the date that is 91 days prior to the stated maturity date of any indebtedness that refinances the WildFire Notes and that is permitted under the Amended and Restated RBL Facility) if the outstanding aggregate principal amount of such notes equals or exceeds $100 million on such date.

loans under a senior 364-day unsecured bridge term loan facility (the “Bridge Facility”), subject to certain conditions. The Bridge Facility was intended solely as a backstop source of financing to support the consummation of the WildFire Acquisition in the event that permanent financing could not be obtained on acceptable terms. Because Magnolia Operating has obtained the financing necessary to fund the WildFire Acquisition, it does not expect to borrow under the Bridge Facility. Any borrowing under the Bridge Facility would have been subject to the satisfaction of customary conditions, including the execution and delivery of definitive documentation and the consummation of the WildFire Acquisition.

On July 22, 2026, the Company completed an underwritten public offering of 53.3 million shares of its Class A Common Stock in which the Company received net cash proceeds of approximately $1.2 billion after underwriting discounts and commissions. The Company intends to use the net proceeds from this equity offering to fund a portion of the aggregate purchase price of the WildFire Acquisition or, if the WildFire Acquisition is not consummated, for general corporate purposes, including repayment of outstanding indebtedness and to fund capital expenditures.

On August 5, 2026, Magnolia Operating and Magnolia Oil & Gas Finance Corp. issued $500 million of 6.625% senior notes due 2034 (the “2034 Senior Notes”) in a 144A private placement. The 2034 Senior Notes were issued at par resulting in aggregate net proceeds to the Company of approximately $492.5 million after deducting the debt issuance costs (excluding estimated offering expenses). The Company intends to use the net proceeds from the 2034 Senior Notes to fund a portion of the purchase price of the WildFire Acquisition. The 2034 Senior Notes mature on August 15, 2034 and pay interest at the rate of 6.625% per year, payable on February 15 and August 15 of each year. If (i) the consummation of the WildFire Acquisition does not occur on or before March 19, 2027 or (ii) prior thereto, Magnolia Operating notifies the trustee of the 2034 Senior Notes that it will not pursue the consummation of the WildFire Acquisition, Magnolia Operating will be required to redeem all notes then outstanding at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date upon which such notes will be redeemed.

Subsequent to June 30, 2026, the Company entered into costless collar derivative contracts for a portion of the Company’s expected oil production. Production covered under these contracts includes 3.2 million barrels of oil in 2026 and 2.7 million barrels of oil in 2027, with established weighted average floor prices of $72.14 and $70.00 per barrel respectively, and weighted average ceiling prices of $91.09 and $83.28 per barrel, respectively.