MAGNOLIA OIL & GAS CORP filed this 10-Q on May 01, 2025
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Magnolia Oil & Gas Corp (Form: 10-Q, Received: 05/01/2025 16:01:56)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025
OR
☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File Number: 001-38083
Magnolia Oil & Gas Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware81-5365682
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
Nine Greenway Plaza, Suite 1300
77046
Houston,
Texas
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (713) 842-9050
Securities registered pursuant to section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.0001MGYNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
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. ☐


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒
As of April 28, 2025, there were 186,948,932 shares of Class A Common Stock, $0.0001 par value per share, and 5,523,479 shares of Class B Common Stock, $0.0001 par value per share, outstanding.


GLOSSARY OF CERTAIN TERMS AND CONVENTIONS USED HEREIN

The following are definitions of certain other terms and conventions that are used in this Quarterly Report on Form 10-Q:

The “Company” or “Magnolia.” Magnolia Oil & Gas Corporation (either individually or together with its consolidated subsidiaries, as the context requires, including Magnolia Oil & Gas Holdings LLC, Magnolia LLC, Magnolia Intermediate, Magnolia Operating, and Magnolia Oil & Gas Finance Corp.).

“Magnolia Intermediate.” Magnolia Oil & Gas Intermediate LLC.

“Magnolia LLC.” Magnolia Oil & Gas Parent LLC.

“Magnolia LLC Units.” Units representing limited liability company interests in Magnolia LLC.

“Magnolia Operating.” Magnolia Oil & Gas Operating LLC.

“EnerVest.” EnerVest, Ltd.

“Karnes County Assets.” Certain right, title, and interest in certain oil and natural gas assets located primarily in the Karnes County portion of the Eagle Ford Shale formation in South Texas.

“Class A Common Stock.” Magnolia’s Class A Common Stock, par value $0.0001 per share.

“Class B Common Stock.” Magnolia’s Class B Common Stock, par value $0.0001 per share.

“Issuers.” Magnolia Operating and Magnolia Oil & Gas Finance Corp., a wholly owned subsidiary of Magnolia Operating, as it relates to the 2026 Senior Notes and the 2032 Senior Notes.

“Magnolia LLC Unit Holders.” EnerVest Energy Institutional Fund XIV-A, L.P., a Delaware limited partnership, EnerVest Energy Institutional Fund XIV-WIC, L.P., a Delaware limited partnership, EnerVest Energy Institutional Fund XIV-2A, L.P., a Delaware limited partnership, EnerVest Energy Institutional Fund XIV-3A, L.P., a Delaware limited partnership, and EnerVest Energy Institutional Fund XIV-C-AIV, L.P., a Delaware limited partnership.

“RBL Facility.” Senior secured reserve-based revolving credit facility, as amended November 13, 2024.

“2026 Senior Notes.” 6.0% Senior Notes due 2026.

“2032 Senior Notes.” 6.875% Senior Notes due 2032.

“OPEC.” The Organization of the Petroleum Exporting Countries.


Table of Contents





PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Magnolia Oil & Gas Corporation
Consolidated Balance Sheets
(In thousands)
March 31, 2025December 31, 2024
ASSETS(Unaudited)(Audited)
CURRENT ASSETS
Cash and cash equivalents
$247,558 $260,049 
Accounts receivable
157,870 147,901 
Drilling advances
656 2,275 
Other current assets
891 599 
Total current assets406,975 410,824 
PROPERTY, PLANT AND EQUIPMENT
Oil and natural gas properties4,549,181 4,403,210 
Other28,702 18,716 
Accumulated depreciation, depletion and amortization(2,221,761)(2,115,892)
Total property, plant and equipment, net2,356,122 2,306,034 
OTHER ASSETS
Deferred financing costs, net6,661 7,022 
Deferred tax assets65,758 77,637 
Other long-term assets33,098 19,318 
Total other assets105,517 103,977 
TOTAL ASSETS$2,868,614 $2,820,835 
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable$172,396 $181,073 
Other current liabilities (Note 6)
132,721 109,188 
Total current liabilities305,117 290,261 
LONG-TERM LIABILITIES
Long-term debt, net392,700 392,513 
Asset retirement obligations, net of current163,126 161,295 
Other long-term liabilities18,347 9,440 
Total long-term liabilities574,173 563,248 
COMMITMENTS AND CONTINGENCIES (Note 8)
EQUITY
Class A Common Stock, $0.0001 par value, 1,300,000 shares authorized, 228,627 shares issued and 187,669 shares outstanding in 2025 and 228,164 shares issued and 189,356 shares outstanding in 2024
23 23 
Class B Common Stock, $0.0001 par value, 225,000 shares authorized, 5,523 shares issued and outstanding in 2025 and 2024
1 1 
Additional paid-in capital1,878,837 1,880,243 
Treasury Stock, at cost, 40,958 shares and 38,808 shares in 2025 and 2024, respectively
(773,673)(721,279)
Retained earnings828,607 754,591 
Noncontrolling interest55,529 53,747 
      Total equity1,989,324 1,967,326 
TOTAL LIABILITIES AND EQUITY$2,868,614 $2,820,835 

The accompanying notes are an integral part of these consolidated financial statements.
1

Magnolia Oil & Gas Corporation
Consolidated Statements of Operations (Unaudited)
(In thousands, except per share data)
Three Months Ended
March 31, 2025March 31, 2024
REVENUES
Oil revenues$245,534 $259,182 
Natural gas revenues51,367 21,095 
Natural gas liquids revenues53,399 39,140 
Total revenues350,300 319,417 
OPERATING EXPENSES
Lease operating expenses47,075 46,150 
Gathering, transportation and processing14,953 8,537 
Taxes other than income20,105 17,898 
Exploration expenses348 25 
Asset retirement obligations accretion1,556 1,618 
Depreciation, depletion and amortization105,853 97,076 
General and administrative expenses24,588 23,555 
Total operating expenses214,478 194,859 
OPERATING INCOME135,822 124,558 
OTHER EXPENSE
Interest expense, net(5,252)(2,312)
Other income (expense), net1,215 (4,313)
Total other expense, net(4,037)(6,625)
INCOME BEFORE INCOME TAXES131,785 117,933 
Income tax expense25,137 20,336 
NET INCOME106,648 97,597 
LESS: Net income attributable to noncontrolling interest3,721 12,511 
NET INCOME ATTRIBUTABLE TO CLASS A COMMON STOCK$102,927 $85,086 
NET INCOME PER SHARE OF CLASS A COMMON STOCK
Basic$0.54 $0.46 
Diluted$0.54 $0.46 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic188,653 182,368 
Diluted188,664 182,424 

The accompanying notes are an integral part of these consolidated financial statements.
2

Magnolia Oil & Gas Corporation
Consolidated Statements of Changes in Equity (Unaudited)
(In thousands)
Class A
Common Stock		Class B
Common Stock		Additional Paid In CapitalTreasury StockRetained EarningsTotal Stockholders’ EquityNoncontrolling InterestTotal
Equity
For the Three Months Ended March 31, 2024
SharesValueSharesValueSharesValue
Balance, December 31, 2023214,497 $21 21,827 $2 $1,743,930 31,333 $(538,445)$486,162 $1,691,670 $190,998 $1,882,668 
Stock based compensation expense, net of forfeitures— — — — 4,159 — — — 4,159 499 4,658 
Common stock issued related to stock based compensation and other, net680 1 — — (6,588)— — — (6,587)(792)(7,379)
Changes in ownership interest adjustment— — — — 3,862 — — — 3,862 (3,862)— 
Class A Common Stock repurchases— — — — — 2,350 (52,363)— (52,363)— (52,363)
Dividends declared ($0.13 per share)
— — — — — — — (23,987)(23,987)— (23,987)
Distributions to noncontrolling interest owners— — — — — — — — — (2,837)(2,837)
Adjustment to deferred taxes— — — — (206)— — — (206)— (206)
Tax impact of equity transactions— — — — — — (367)— (367)— (367)
Net income— — — — — — — 85,086 85,086 12,511 97,597 
Balance, March 31, 2024
215,177 $22 21,827 $2 $1,745,157 33,683 $(591,175)$547,261 $1,701,267 $196,517 $1,897,784 
For the Three Months Ended March 31, 2025
Balance, December 31, 2024228,164 $23 5,523 $1 $1,880,243 38,808 $(721,279)$754,591 $1,913,579 $53,747 $1,967,326 
Stock based compensation expense, net of forfeitures— — — — 4,929 — — — 4,929 145 5,074 
Common stock issued related to stock based compensation and other, net 463 — — — (4,716)— — — (4,716)(139)(4,855)
Modification and cash-settlement of stock based compensation— — — — (3,157)— — — (3,157)— (3,157)
Changes in ownership interest adjustment— — — — 1,116 — — — 1,116 (1,116)— 
Class A Common Stock repurchases— — — — — 2,150 (51,978)— (51,978)— (51,978)
Dividends declared ($0.15 per share)
— — — — — — — (28,911)(28,911)— (28,911)
Distributions to noncontrolling interest owners— — — — — — — — — (829)(829)
Adjustment to deferred taxes— — — — 422 — — — 422 — 422 
Tax impact of equity transactions— — — — — — (416)— (416)— (416)
Net income— — — — — — — 102,927 102,927 3,721 106,648 
Balance, March 31, 2025
228,627 $23 5,523 $1 $1,878,837 40,958 $(773,673)$828,607 $1,933,795 $55,529 $1,989,324 

The accompanying notes are an integral part of these consolidated financial statements.
3

Magnolia Oil & Gas Corporation
Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
Three Months Ended
March 31, 2025March 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME$106,648 $97,597 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization105,853 97,076 
Exploration expenses, non-cash123 1 
Asset retirement obligations accretion1,556 1,618 
Amortization of deferred financing costs532 1,089 
Deferred income tax expense12,342 8,708 
(Gain) loss on revaluation of contingent consideration(1,352)4,205 
Stock based compensation6,550 4,658 
Other230 2,921 
Changes in operating assets and liabilities:
Accounts receivable(9,968)(9,341)
Accounts payable(8,678)19,424 
Accrued liabilities11,875 (17,246)
Drilling advances1,620 (1,251)
Other assets and liabilities, net(2,841)1,473 
Net cash provided by operating activities224,490 210,932 
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions(24,144)(13,359)
Deposits for acquisitions of oil and natural gas properties— (13,150)
Additions to oil and natural gas properties(131,168)(120,986)
Changes in working capital associated with additions to oil and natural gas properties9,210 20,244 
Other investing30 (57)
Net cash used in investing activities(146,072)(127,308)
CASH FLOW FROM FINANCING ACTIVITIES
Class A Common Stock repurchases(52,393)(51,201)
Dividends paid(28,911)(24,010)
Distributions to noncontrolling interest owners(829)(2,837)
Other financing activities(8,776)(7,380)
Net cash used in financing activities(90,909)(85,428)
NET CHANGE IN CASH AND CASH EQUIVALENTS(12,491)(1,804)
Cash and cash equivalents – Beginning of period260,049 401,121 
Cash and cash equivalents – End of period$247,558 $399,317 
The accompanying notes are an integral part of these consolidated financial statements.
4

Magnolia Oil & Gas Corporation
Notes to Consolidated Financial Statements

1. Description of Business and Basis of Presentation

Organization and Nature of Operations

Magnolia Oil & Gas Corporation (either individually or together with its consolidated subsidiaries, as the context requires, 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 (“NGL”) reserves. 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 Austin Chalk formations. Magnolia’s objective is to generate stock market value over the long term through steady 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.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, certain disclosures normally included in an Annual Report on Form 10-K have been omitted. The consolidated financial statements and related notes included in this Quarterly Report should be read in conjunction with the Company’s consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the period ended December 31, 2024 (the “2024 Form 10-K”). Except as disclosed herein, there have been no material changes to the information disclosed in the notes to the consolidated financial statements included in the Company’s 2024 Form 10-K.

In the opinion of management, all normal, recurring adjustments and accruals considered necessary to present fairly, in all material respects, the Company’s interim financial results have been included. Operating results for the periods presented are not necessarily indicative of expected results for the full year.

The consolidated financial statements include the accounts of the Company and its subsidiaries after elimination of intercompany transactions and balances. The Company’s interests in oil and natural gas exploration and production ventures and partnerships are proportionately consolidated. The Company reflects a noncontrolling interest representing the interest owned by the Magnolia LLC Unit Holders through their ownership of Magnolia LLC Units in the consolidated financial statements. The noncontrolling interest is presented as a component of equity. See Note 10—Stockholders’ Equity for further discussion of the noncontrolling interest.

Segment Information

The Company operates in one reportable segment engaged in the acquisition, development, exploration, and production of oil and natural gas properties (“Operating segment”). Magnolia’s operations are conducted predominantly in one geographic area of the United States. The Operating segment sells oil, natural gas, and NGLs which are disaggregated on the Company’s consolidated statements of operations. The profit or loss metric used to evaluate segment performance is net income reported on the Company’s consolidated statements of operations. The measure of segment assets is reported on the Company’s consolidated balance sheets as Total Assets. Significant segment expenses are the same as those in the consolidated statements of operations.

2. Summary of Significant Accounting Policies
    
As of March 31, 2025, the Company’s significant accounting policies are consistent with those discussed in Note 2—Summary of Significant Accounting Policies of its consolidated financial statements contained in the Company’s 2024 Form 10-K, with the exception of the Company’s policies on stock based compensation, which are updated below.

Stock Based Compensation

Magnolia maintains the “Magnolia Oil & Gas Corporation Long Term Incentive Plan” (as amended, the “Plan”), pursuant to which eligible employees and directors may be granted awards in the form of restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”) and performance stock units (“PSUs”). RSUs granted are valued on the date of the grant using the quoted market price of Magnolia’s Class A Common Stock. Liability-classified and equity-classified PSUs and PRSUs granted are valued based on the grant date fair value determined using Monte Carlo simulations, which use a probabilistic approach for estimating the fair value of the awards. Liability-classified PSUs are remeasured at fair value using Monte Carlo simulations until settlement. RSUs, PSUs, and PRSUs are expensed on a straight-line basis over the requisite service period. The requisite service period may be subject to
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acceleration upon employee retirement under certain conditions. The Company records expense associated with the fair value of stock based compensation under the fair value recognition provisions of ASC Topic 718, “Compensation-Stock Compensation” and that expense is included within “General and administrative expenses” and “Lease operating expenses” in the accompanying consolidated statements of operations. The Company accounts for forfeitures as they occur. These plans and related accounting policies are defined and described more fully in Note 11—Stock Based Compensation.

Recent Accounting Pronouncements

In December 2023, the Financial Standards Accounting Board (“FASB”) issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” requiring disclosure of specified information about certain costs and expenses. ASU 2024-03 is effective for annual periods beginning January 1, 2027, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures.

3. Revenue Recognition

Magnolia’s revenues include the sale of crude oil, natural gas, and NGLs. The Company has concluded that disaggregating revenue by product type appropriately depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors and has reflected this disaggregation of revenue on the Company’s consolidated statements of operations for all periods presented. The Company’s receivables consist mainly of trade receivables from commodity sales and joint interest billings due from owners on properties the Company operates. Receivables from contracts with customers totaled $127.3 million as of March 31, 2025 and $123.8 million as of December 31, 2024. For further detail regarding the Company’s revenue recognition policies, please refer to Note 2—Summary of Significant Accounting Policies of the consolidated financial statements contained in the Company’s 2024 Form 10-K.

4. Acquisitions

2025 Acquisitions

During the three months ended March 31, 2025, the Company completed various bolt-on property acquisitions of certain oil and natural gas assets totaling $24.1 million.

2024 Acquisitions

In April 2024, the Company completed the acquisition of certain oil and natural gas producing properties, including leasehold and mineral interests, in the Giddings area for $120.4 million. During the three months ended March 31, 2024, the Company paid a $12.5 million deposit related to this acquisition. The remaining consideration was funded at closing with cash on hand.

Additionally, during the three months ended March 31, 2024, the Company completed various bolt-on property acquisitions of certain oil and natural gas assets totaling $13.4 million.

The Company accounted for the aforementioned acquisitions as asset acquisitions.

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5. Fair Value Measurements

Certain of the Company’s assets and liabilities are carried at fair value and measured either on a recurring or nonrecurring basis. The Company’s fair value measurements are based either on actual market data or assumptions that other market participants would use in pricing an asset or liability in an orderly transaction, using the valuation hierarchy prescribed by GAAP under Accounting Standards Codification (“ASC”) 820.

The three levels of the fair value hierarchy under ASC 820 are as follows:

Level 1 - Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used.

Level 2 - Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation.

The Company has other financial instruments consisting primarily of receivables, payables, and other current assets and liabilities that approximate fair value due to the nature of the instruments and their relatively short maturities. Non-financial assets and liabilities initially measured at fair value include assets acquired and liabilities assumed in business combinations and asset retirement obligations.

Recurring Fair Value Measurements

Fair value at March 31, 2025
(In thousands)Level 1Level 2Level 3Total
Liabilities
Long-term debt (see Note 7)
$399,200 $— $— $399,200 
Contingent consideration (see Note 8)
— 3,159 — 3,159 
Liability-classified stock based compensation (see Note 11)
— 3,509 — 3,509 

Fair value at December 31, 2024
(In thousands)Level 1Level 2Level 3Total
Liabilities
Long-term debt (see Note 7)
$396,808 $— $— $396,808 
Contingent consideration (see Note 8)
— 7,269 — 7,269 
Liability-classified stock based compensation (see Note 11)
— — — — 

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Long-Term Debt

The fair value of the 2032 Senior Notes at March 31, 2025 and December 31, 2024 is based on unadjusted quoted prices in an active market. The carrying value of the 2032 Senior Notes, net of unamortized deferred financing costs, was $392.7 million and $392.5 million as of March 31, 2025 and December 31, 2024, and is included in “Long-term debt, net” on the Company’s consolidated balance sheets.

Contingent Consideration

The fair value of the contingent consideration is estimated using observable market data (NYMEX WTI forward price curve) and Monte Carlo simulation models. The fair value of the contingent consideration is included in “Other current liabilities” on the Company’s consolidated balance sheets.

Liability-Classified Stock Based Compensation

The fair value of the liability for future cash-settled stock based compensation is estimated using observable market data (the total shareholder return (“TSR”) of the Class A Common Stock relative to the TSR achieved by a specific industry peer group) and Monte Carlo simulation models. The fair value of the liability for future cash-settled stock based compensation is included in “Other current liabilities” and “Other long-term liabilities” on the Company’s consolidated balance sheets.

Nonrecurring Fair Value Measurements

Certain of the Company’s assets and liabilities are measured at fair value on a nonrecurring basis. Specifically, equity-classified stock based compensation is not measured at fair value on an ongoing basis but is subject to fair value calculations in certain circumstances. For further detail, see Note 11—Stock Based Compensation in the notes to the consolidated financial statements. There were no other material nonrecurring fair value measurements as of March 31, 2025 or December 31, 2024.

6. Other Current Liabilities

The following table provides detail of the Company’s other current liabilities for the periods presented:
(In thousands)March 31, 2025December 31, 2024
Accrued capital expenditures$40,955 $31,745 
Current operating lease liabilities18,757 12,210 
Other73,009 65,233 
Total other current liabilities$132,721 $109,188 
7. Long-term Debt

The Company’s long-term debt is comprised of the following:
(In thousands)March 31, 2025December 31, 2024
Revolving credit facility$— $— 
Senior Notes due 2032400,000 400,000 
Total long-term debt400,000 400,000 
Less: Unamortized deferred financing cost (7,300)(7,487)
Long-term debt, net$392,700 $392,513 

Credit Facility

The original RBL Facility was entered into by and among Magnolia Operating, as borrower, Magnolia Intermediate, as its holding company, the banks, financial institutions, and other lending institutions from time to time party thereto, as lenders, the other parties from time to time party thereto and Citibank, N.A., as administrative agent, collateral agent, issuing bank, and swingline lender. On February 16, 2022, Magnolia Operating, as borrower, amended and restated the original RBL Facility in its entirety (the “2022 RBL Facility”). On November 13, 2024, Magnolia Operating, as borrower, amended and restated the 2022 RBL Facility in its entirety, providing for maximum commitments in an aggregate principal amount of $1.5 billion with a letter of credit facility with a $50.0 million sublimit, with an initial borrowing base of $800.0 million and borrowing capacity of $450.0 million. The RBL Facility is
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guaranteed by certain parent companies and subsidiaries of Magnolia LLC and is collateralized by certain of Magnolia Operating’s oil and natural gas properties. The RBL Facility matures on November 13, 2029, subject to certain conditions.

Borrowings under the RBL Facility bear interest, at Magnolia Operating’s option, at a rate per annum equal to either the term SOFR rate or the alternative base rate plus the applicable margin. Additionally, Magnolia Operating is required to pay a commitment fee quarterly in arrears in respect of unused commitments under the RBL Facility. The applicable margin and the commitment fee rate are calculated based upon the utilization levels of the RBL Facility as a percentage of unused lender commitments then in effect. The RBL Facility contains certain affirmative and negative covenants customary for financings of this type, including compliance with a leverage ratio of less than 3.50 to 1.00 and a current ratio of greater than 1.00 to 1.00. As of March 31, 2025, the Company was in compliance with all covenants under the RBL Facility.

During the year ended December 31, 2024, the Company incurred approximately $5.2 million of lender and transaction fees related to the modification, which were recorded as deferred financing costs and will be amortized prospectively over the remaining term of the RBL Facility.

Deferred financing costs in connection with the RBL Facility are amortized on a straight-line basis over a period of five years from November 2024 to November 2029 and included in “Interest expense, net” in the Company’s consolidated statements of operations. The Company recognized interest expense related to the RBL Facility, including its previous amendments of $0.8 million and $1.0 million for the three months ended March 31, 2025 and 2024, respectively. The unamortized portion of the deferred financing costs is included in “Deferred financing costs, net” on the Company’s consolidated balance sheets as of March 31, 2025 and December 31, 2024.

The Company did not have any outstanding borrowings under the RBL Facility as of March 31, 2025.

Senior Notes

On November 26, 2024, the Issuers issued and sold $400.0 million aggregate principal amount of 2032 Senior Notes in a private placement under Rule 144A and Regulation S under the Securities Act of 1933, as amended. The 2032 Senior Notes were issued under the Indenture, dated as of November 26, 2024 (the “Indenture”), by and among the Issuers, the Company, the guarantors named therein, and Regions Bank, as trustee. The 2032 Senior Notes are guaranteed on a senior unsecured basis by the Company, Magnolia LLC, Magnolia Oil & Gas Holdings LLC, and Magnolia Intermediate and may be guaranteed by certain future subsidiaries of the Company. The 2032 Senior Notes will mature on December 1, 2032 and bear interest at the rate of 6.875% per annum.

The Company paid $7.6 million in fees to third parties which were recorded as deferred financing costs. Deferred financing costs are amortized using the effective interest method over the term of the 2032 Senior Notes and are included in “Interest expense, net” in the Company’s consolidated statements of operations. The unamortized portion of the deferred financing costs is included as a reduction to the carrying value of the 2032 Senior Notes, which has been recorded as “Long-term debt, net” on the Company’s consolidated balance sheets as of March 31, 2025 and December 31, 2024.

The Company recognized interest expense related to the 2032 Senior Notes and 2026 Senior Notes, collectively, of $7.1 million and $6.6 million for the three months ended March 31, 2025 and 2024, respectively.

At any time prior to December 1, 2027, the Issuers may, on any one or more occasions, redeem all or a part of the 2032 Senior Notes at a redemption price equal to 100% of the principal amount of the 2032 Senior Notes redeemed, plus a “make whole” premium on accrued and unpaid interest, if any, to, but excluding, the date of redemption. After December 1, 2027, the Issuers may redeem all or a part of the 2032 Senior Notes based on principal plus a set premium, as set forth in the Indenture, including any accrued and unpaid interest.

8. Commitments and Contingencies

Legal Matters

From time to time, the Company is or may become involved in litigation in the ordinary course of business.

Certain of the Magnolia LLC Unit Holders and EnerVest Energy Institutional Fund XIV-C, L.P. (collectively the “Co-Defendants”) and the Company have been named as defendants in a lawsuit where the plaintiffs claim to be entitled to a minority working interest in certain Karnes County Assets. The litigation is in the pre-trial stage. The exposure related to this litigation is currently not reasonably estimable. The Co-Defendants retain all such liability.

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A mineral owner in a Magnolia operated well in Karnes County, Texas filed a complaint with the Texas Railroad Commission (the “Commission”) challenging the validity of the permit to drill such well by questioning the long-standing process by which the Commission granted the permit. After the Commission affirmed the granting of the permit, and after judicial review of the Commission’s order by the 53rd Judicial District Court Travis County, Texas (the “District Court”), the District Court reversed and remanded the Commission’s order. Upon appeal to the Third Court of Appeals in Austin, Texas (the “Court of Appeals”), the Court of Appeals reversed in part and affirmed in part the District Court’s ruling and remanded the matter to the Commission. The plaintiffs filed a petition for review with the Supreme Court of Texas in late 2023. On January 24, 2025, Magnolia and the mineral owner settled this litigation, pursuant to which the actions pending before all courts were dismissed.

Matters that are probable of unfavorable outcome to Magnolia and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, Magnolia’s estimates of the outcomes of such matters and its experience in contesting, litigating and settling similar matters. The Company does not believe the outcome of any such disputes or legal actions will have a material effect on its consolidated statements of operations, balance sheet, or cash flows after consideration of recorded accruals. Actual amounts could differ materially from management’s estimates.

Environmental Matters

The Company, as an owner or lessee and operator of oil and natural gas properties, is subject to various federal, state, and local laws and regulations, and in certain cases permits, relating to discharge of materials into, and the protection of, the environment. These laws, regulations, and permits may, among other things, impose liability on a lessee under an oil and natural gas lease for the cost of pollution clean-up resulting from operations and subject the lessee to liability for pollution damages. In some instances, the Company may be directed to suspend or cease operations in an affected area. The Company maintains insurance coverage, which it believes is customary in the industry, although the Company is not fully insured against all environmental risks.

Contingencies

In November 2023, the Company completed the acquisition of certain oil and natural gas producing properties and mineral interests located in the Giddings area. The seller may receive up to a maximum of $40.0 million in additional contingent cash consideration based on future commodity prices. The contingent consideration is payable in three tranches based on average NYMEX WTI prices for (i) the period beginning July 1, 2023 through December 31, 2023, (ii) the year ending December 31, 2024, and (iii) the year ending December 31, 2025. The first tranche was settled for $2.7 million in January 2024 and the second tranche was settled for $2.8 million in January 2025. The remaining maximum contingent cash consideration as of March 31, 2025 is $34.5 million.

The Company recognized a gain of $1.4 million and a loss of $4.2 million on the revaluation of the remaining tranches for the three months ended March 31, 2025 and 2024, respectively. Gains and losses on revaluation are included in “Other income (expense), net” on the Company’s consolidated statements of operations.

9. Income Taxes

The Company’s income tax provision consists of the following components:

Three Months Ended
 (In thousands)March 31, 2025March 31, 2024
Current:
Federal$12,145 $10,981 
State650 647 
Total current12,795 11,628 
Deferred:
Federal11,780 8,225 
State562 483 
Total deferred12,342 8,708 
Income tax expense$25,137 $20,336 

The Company is subject to U.S. federal income tax and margin tax in the state of Texas. The Company estimates its annual effective tax rate in recording its quarterly provision for income taxes in the various jurisdictions in which it operates. The Company’s effective tax rates for the three months ended March 31, 2025 and 2024 were 19.1% and 17.2%, respectively. The primary differences between the annual effective tax rate and the statutory rate of 21.0% are income attributable to noncontrolling interest, state taxes, and tax credits.
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As of March 31, 2025, the Company’s total gross deferred tax assets were $73.6 million. Management assessed whether it is more-likely-than-not that the Company will generate sufficient taxable income to realize its deferred income tax assets, including the investment in partnership and net operating loss carryforwards. In making this determination, the Company considered all available positive and negative evidence and made certain assumptions. The Company considered, among other things, the overall business environment, its historical earnings and losses, current industry trends, and its outlook for future years. As of March 31, 2025, the Company maintains a valuation allowance of $7.8 million, the majority of which offsets a deferred tax asset associated with a tax capital loss that will expire in 2028, unless offset by future capital gains.

10. Stockholders’ Equity

Class A Common Stock

At March 31, 2025, there were 228.6 million shares of Class A Common Stock issued and 187.7 million shares of Class A Common Stock outstanding. The holders of Class A Common Stock and Class B Common Stock vote together as a single class on all matters and are entitled one vote for each share held. There is no cumulative voting with respect to the election of directors, which results in the holders of more than 50% of the Company’s outstanding common shares being able to elect all of the directors. In the event of a liquidation, dissolution, or winding up of the Company, the holders of the Class A Common Stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The holders of the Class A Common Stock have no preemptive or other subscription rights, and there are no sinking fund provisions applicable to such shares.

Class B Common Stock

At March 31, 2025, there were 5.5 million shares of Class B Common Stock issued and outstanding. Holders of Class B Common Stock vote together as a single class with holders of Class A Common Stock on all matters properly submitted to a vote of the stockholders. The holders of Class B Common Stock generally have the right to exchange all or a portion of their shares of Class B Common Stock, together with an equal number of Magnolia LLC Units, for the same number of shares of Class A Common Stock or, at Magnolia LLC’s option, an equivalent amount of cash. Upon the future redemption or exchange of Magnolia LLC Units held by any holder of Class B Common Stock, a corresponding number of shares of Class B Common Stock held by such holder of Class B Common Stock will be canceled. In the event of a liquidation, dissolution, or winding up of Magnolia LLC, the holders of the Class B Common Stock, through their ownership of Magnolia LLC Units, are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of units of Magnolia LLC, if any, having preference over the common units. The holders of the Class B Common Stock have no preemptive or other subscription rights, and there are no sinking fund provisions applicable to such shares.

Share Repurchases

As of March 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. In addition, the Company may repurchase shares pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit the Company to repurchase shares at times that may otherwise be prohibited under the Company’s insider trading policy. The share repurchase program does not require purchases to be made within a particular time frame. The Company had repurchased 40.4 million shares under the program at a cost of $759.8 million and had 9.6 million shares of Class A Common Stock remaining under its share repurchase authorization as of March 31, 2025.

Dividends and Distributions

The Company’s board of directors periodically declares dividends payable on issued and outstanding shares of Class A Common Stock, and a corresponding distribution from Magnolia LLC to Magnolia LLC Unit Holders. Dividends in excess of retained earnings are recorded as a reduction of additional paid-in capital and distributions to the Magnolia LLC Unit Holders are recorded as a reduction of noncontrolling interest.

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The following table sets forth information with respect to cash dividends and distributions declared by the Company’s board of directors during the three months ended March 31, 2025 and the year ended December 31, 2024, on its own behalf and in its capacity as the managing member of Magnolia LLC, on issued and outstanding shares of Class A Common Stock and Magnolia LLC Units:

Record Date
Payment Date
Dividend/
Distribution Amount per share (1)
Distributions by Magnolia LLC (2)
Dividends Declared
by the Company
Distributions to Magnolia LLC Unit Holders
(In thousands, except per share amounts)
February 14, 2025March 3, 2025$0.15 $29,740 $28,911 $829 
November 8, 2024December 2, 2024$0.13 $25,814 $25,096 $718 
August 9, 2024September 3, 2024$0.13 $26,119 $24,694 $1,425 
May 13, 2024June 3, 2024$0.13 $26,657 $23,820 $2,837 
February 16, 2024March 1, 2024$0.13 $26,824 $23,987 $2,837 
(1)    Per share of Class A Common Stock and per Magnolia LLC Unit.
(2)    Reflects total cash dividend and distribution payments made, or to be made, to holders of Class A Common Stock and Magnolia LLC Unit Holders (other than the Company) as of the applicable record date.

Noncontrolling Interest

Noncontrolling interest in Magnolia’s consolidated subsidiaries includes amounts attributable to Magnolia LLC Units that were issued to the Magnolia LLC Unit Holders. The noncontrolling interest percentage is affected by various equity transactions such as issuances and repurchases of Class A Common Stock, the exchange of Class B Common Stock (and corresponding Magnolia LLC Units) for Class A Common Stock, or the cancellation of Class B Common Stock (and corresponding Magnolia LLC Units). As of March 31, 2025, Magnolia owned approximately 97.1% of the interest in Magnolia LLC and the noncontrolling interest was approximately 2.9%.

11. Stock Based Compensation

The Company’s board of directors adopted the Plan, effective as of July 17, 2018. A total of 16.8 million shares of Class A Common Stock have been authorized for issuance under the Plan as of March 31, 2025. The Company grants stock based compensation awards in the form of RSUs, PRSUs, and PSUs to eligible employees and directors to enhance the Company’s ability to attract, retain, and motivate persons who make important contributions to the Company by providing these individuals with equity ownership opportunities. Shares issued as a result of awards granted under the Plan are generally new shares of Class A Common Stock. The Company’s awards provide for accelerated vesting upon retirement under specific conditions.

Stock based compensation expense is recognized net of forfeitures within “General and administrative expenses” and “Lease operating expenses” on the consolidated statements of operations and was $6.5 million and $4.7 million for the three months ended March 31, 2025 and 2024, respectively. The Company has elected to account for forfeitures of awards granted under the Plan as they occur in determining compensation expense. The total income tax benefit recognized for stock that vested during the three months ended March 31, 2025 and 2024 was $3.4 million and $4.8 million, respectively.

On February 12, 2025, certain PSUs were modified to be 50% settled in cash. In accordance with ASC 718, the Company reclassified 50% of the impacted PSUs from equity-classified awards to liability-classified awards, resulting in a reclassification of $2.0 million from equity to liability. The modification resulted in additional compensation expense of $0.4 million recognized within “General and administrative expenses” on the consolidated statements of operations. The modification affected three grantees.

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Equity-Classified Stock Based Compensation

The following table presents a summary of Magnolia’s equity-classified unvested RSU, PRSU, and PSU activity for the three months ended March 31, 2025.

Restricted
Stock Units		Performance Restricted
Stock Units		Performance
Stock Units
UnitsWeighted Average Grant Date Fair ValueUnitsWeighted Average Grant Date Fair ValueUnitsWeighted Average Grant Date Fair Value
Unvested at December 31, 2024
1,408,980 $21.44 245,527 $19.25 528,281 $22.45 
Granted719,886 23.00 — — 179,802 19.87 
Modified— — — — (193,871)22.36 
Vested (1)
(490,618)21.31 (237,447)19.16 — — 
Forfeited(11,276)22.12 — — — — 
Unvested at March 31, 2025
1,626,972 $22.16 8,080 $22.16 514,212 $21.58 
(1)47,628 PRSUs were settled in cash for $1.1 million during the three months ended March 31, 2025.
The weighted average grant date fair values of the RSUs and PSUs granted during the three months ended March 31, 2024 were $20.36 and $21.12 per share, respectively.

Restricted Stock Units

The Company grants service-based RSU awards to employees, which generally vest and settle ratably over a three-year or four-year service period, and to non-employee directors, which vest in full after one year. Non-employee directors may elect to defer the RSU settlement date. RSUs represent the right to receive shares of Class A Common Stock at the end of the vesting period equal to the number of RSUs that vest. RSUs are subject to restrictions on transfer and are generally subject to a risk of forfeiture if the award recipient ceases to be an employee or director of the Company prior to vesting of the award. Compensation expense for the service-based RSU awards is based upon the grant date market value of the award and such costs are recorded on a straight-line basis over the requisite service period for each separately vesting portion of the award, as if the award was, in-substance, multiple awards. The aggregate fair value of RSUs that vested during the three months ended March 31, 2025 and 2024 were $10.9 million and $7.9 million, respectively. Unrecognized compensation expense related to unvested RSUs as of March 31, 2025 was $32.5 million, which the Company expects to recognize over a weighted average period of 2.1 years.

Performance Restricted Stock Units and Performance Stock Units

The Company previously granted PRSUs to certain employees. Each PRSU represents the contingent right to receive one share of Class A Common Stock once the PRSU is both vested and earned. PRSUs generally vest and settle either ratably over a three-year service period or at the end of a three-year service period, in each case, subject to the recipient’s continued employment or service through each applicable vesting date. Each PRSU is earned based on whether Magnolia’s stock price achieves a target average stock price for any 20 consecutive trading days during the five-year performance period (“Performance Condition”). If PRSUs are not earned by the end of the five-year performance period, the PRSUs will be forfeited and no shares of Class A Common Stock will be issued, even if the vesting conditions have been met. Compensation expense for the PRSU awards is based upon grant date fair market value of the award, calculated using a Monte Carlo simulation, and such costs are recorded on a straight-line basis over the requisite service period for each separately vesting portion of the award, as if the award was, in-substance, multiple awards, as applicable. The aggregate fair value of PRSUs that vested during the three months ended March 31, 2025 and 2024 were $5.4 million and $14.9 million, respectively. Unrecognized compensation expense related to unvested PRSUs as of March 31, 2025 was $0.1 million, which the Company expects to recognize over a weighted average period of 1.0 years.

The Company grants equity-classified PSUs to certain employees. Each equity-classified PSU, to the extent earned, represents the contingent right to receive one share of Class A Common Stock and the awardee may earn between zero and 150% of the target number of the equity-classified PSUs granted based on the total shareholder return (“TSR”) of the Class A Common Stock relative to the TSR achieved by a specific industry peer group over a three-year performance period. In addition to the TSR conditions, vesting of the equity-classified PSUs is subject to the awardee’s continued employment through the date of settlement of the equity-classified PSUs (unless an employee elects to retire under certain qualifying conditions), which will occur within 60 days following the end of the performance period. The aggregate fair value of equity-classified PSUs that vested during the three months ended March 31, 2024 was $0.1 million. Unrecognized compensation expense related to unvested equity-classified PSUs as of March 31, 2025 was $6.8 million, which the Company expects to recognize over a weighted average period of 1.9 years.

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The following table summarizes the Monte Carlo simulation assumptions used to calculate the grant date fair value of the equity-classified PSUs in 2025 and 2024.
Three Months Ended
Equity-classified PSU Grant Date Fair Value AssumptionsMarch 31, 2025March 31, 2024
Expected term (in years)
2.882.88
Expected volatility38.62%45.09%
Risk-free interest rate4.28%4.35%
Dividend yield2.37%2.48%

Liability-Classified Stock Based Compensation

The following table presents a summary of Magnolia’s unvested liability-classified PSU activity for the three months ended March 31, 2025.
Performance
Stock Units
Unvested at December 31, 2024
— 
Granted86,588 
Modified193,871 
Vested— 
Forfeited— 
Unvested at March 31, 2025
280,459 

Performance Stock Units

The Company grants liability-classified PSUs to certain employees. Each liability-classified PSU, to the extent earned, represents the contingent right to receive cash in lieu of each share of Class A Common Stock and the awardee may earn between zero and 150% of the target number of liability-classified PSUs granted based on the TSR of the Class A Common Stock relative to the TSR achieved by a specific industry peer group over a three-year performance period. In addition to the TSR conditions, vesting of the liability-classified PSUs is subject to the awardee’s continued employment through the date of settlement of the liability-classified PSUs (unless an employee elects to retire under certain qualifying conditions), which will occur within 60 days following the end of the performance period. No liability-classified PSUs vested during the three months ended March 31, 2025 and 2024. Unrecognized compensation expense related to unvested liability-classified PSUs as of March 31, 2025 was $7.5 million, which the Company expects to recognize over a weighted average period of 1.6 years.

The following table summarizes the Monte Carlo simulation assumptions used to remeasure the fair value of the liability-classified PSUs as of March 31, 2025.

Liability-classified PSU Remeasurement Fair Value AssumptionsMarch 31, 2025
Expected term (in years)
0.75 - 2.75
Expected volatility
28.76% - 36.28%
Risk-free interest rate
3.81% - 4.04%
Dividend yield
2.47%
12. Earnings Per Share

The Company’s unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are deemed participating securities, and therefore dividends and net income allocated to such awards have been deducted from earnings in computing basic and diluted net income per share under the two-class method. Diluted net income per share attributable to Class A Common Stock is calculated under both the two-class method and the treasury stock method and the more dilutive of the two calculations is presented.

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The components of basic and diluted net income per share attributable to Class A Common Stock are as follows:
Three Months Ended
(In thousands, except per share data)March 31, 2025March 31, 2024
Basic:
Net income attributable to Class A Common Stock$102,927 $85,086 
Less: Dividends and net income allocated to participating securities1,610 1,101 
Net income, net of participating securities$101,317 $83,985 
Weighted average number of common shares outstanding during the period - basic188,653 182,368 
Net income per share of Class A Common Stock - basic
$0.54 $0.46 
Diluted:
Net income attributable to Class A Common Stock$102,927 $85,086 
Less: Dividends and net income allocated to participating securities1,610 1,101 
Net income, net of participating securities$101,317 $83,985 
Weighted average number of common shares outstanding during the period - basic188,653 182,368 
Add: Dilutive effect of stock based compensation and other11 56 
Weighted average number of common shares outstanding during the period - diluted188,664 182,424 
Net income per share of Class A Common Stock - diluted
$0.54 $0.46 
For the three months ended March 31, 2025 and 2024, the Company excluded 5.5 million and 21.8 million, respectively, of weighted average shares of Class A Common Stock issuable upon the exchange of Class B Common Stock (and corresponding Magnolia LLC Units) as the effect was anti-dilutive.

13. Related Party Transactions

For the three months ended March 31, 2025 and 2024, there were no material related party transactions with an entity that held more than 10% of the Company’s common stock or qualified as a principal owner of the Company, as defined in ASC 850, “Related Party Disclosures.”

14. Supplemental Cash Flow

Supplemental cash flow disclosures are presented below:

Three Months Ended
(In thousands)March 31, 2025March 31, 2024
Supplemental cash items:
Cash paid for income taxes$— $— 
Cash paid for interest441 12,588 
Supplemental non-cash investing and financing activity:
Accrued capital expenditures40,955 54,375 
Net liabilities assumed in connection with acquisitions— 6,968 
Supplemental non-cash lease operating activity:
Right-of-use assets obtained in exchange for operating lease obligations16,877 2,440 

15. Subsequent Events

On April 29, 2025, the Company’s board of directors declared a quarterly cash dividend of $0.15 per share of Class A Common Stock, and Magnolia LLC declared a cash distribution of $0.15 per Magnolia LLC Unit to each holder of Magnolia LLC Units, each payable on June 2, 2025 to shareholders or members of record, as applicable, as of May 12, 2025.

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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;

•the availability of capital resources;

•capital expenditures and other contractual obligations;

•weather conditions;

•inflation rates;

•the availability of goods and services;

•cyber attacks;

•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, 2024 (the “2024 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.

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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 steady 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 experienced significant volatility in recent years, impacted by the Russia-Ukraine war, actions taken by OPEC, and the continued instability and conflict in the Middle East. In 2024, despite the price volatility, lower well costs combined with improved operating efficiencies allowed for more wells to be drilled, completed, and turned in line helping to support Magnolia’s overall high-margin growth from a disciplined capital program. In 2025, the macroeconomic and geopolitical outlook remains complex and continues to evolve amid persistent inflationary pressures, high interest rates, and escalating trade tensions, including recently imposed tariffs. Magnolia will continue to monitor changes in international trade relations and trade policy, including those related to tariffs, which could adversely impact results.

Business Overview

As of March 31, 2025, Magnolia’s assets in South Texas included 79,067 gross (54,936 net) acres in the Karnes area, and 739,943 gross (549,967 net) acres in the Giddings area. As of March 31, 2025, Magnolia held an interest in approximately 2,684 gross (1,818 net) wells, with total production of 96.5 thousand barrels of oil equivalent per day for the three months ended March 31, 2025.

Magnolia recognized net income attributable to Class A Common Stock of $102.9 million, or $0.54 per diluted common share, for the three months ended March 31, 2025. Magnolia recognized net income of $106.6 million, which includes noncontrolling interest of $3.7 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, 2025.

During the three months ended March 31, 2025, the Company declared cash dividends to holders of its Class A Common Stock totaling $28.9 million.

As of March 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 time frame. The Company had repurchased 40.4 million shares under the program at a cost of $759.8 million and had 9.6 million shares of Class A Common Stock remaining under its share repurchase authorization as of March 31, 2025.

As of March 31, 2025, Magnolia owned approximately 97.1% of the interest in Magnolia LLC and the noncontrolling interest was approximately 2.9%.

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. As a result, the historical results of operations and period-to-period comparisons of these results and certain financial data may not be comparable or indicative of future results.

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Three Months Ended March 31, 2025 Compared to the Three Months Ended March 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.
Three Months Ended
(In thousands, except per unit data)March 31, 2025March 31, 2024
Production:
Oil (MBbls)3,517 3,415 
Natural gas (MMcf)16,492 13,749 
NGLs (MBbls)2,424 2,009 
Total (Mboe)8,689 7,715 
Average daily production:
Oil (Bbls/d)39,078 37,531 
Natural gas (Mcf/d)183,248 151,086 
NGLs (Bbls/d)26,930 22,072 
Total (boe/d)96,549 84,784 
Production (% of total):
Oil40 %44 %
Natural gas32 %30 %
NGLs28 %26 %
Revenues:
Oil revenues$245,534 $259,182 
Natural gas revenues51,367 21,095 
Natural gas liquids revenues53,399 39,140 
Total revenues$350,300 $319,417 
Revenues (% of total):
Oil70 %81 %
Natural gas15 %7 %
NGLs15 %12 %
Average Price:
Oil (per barrel)$69.81 $75.89 
Natural gas (per Mcf)3.11 1.53 
NGLs (per barrel)22.03 19.49 
Oil revenues for the three months ended March 31, 2025 were $13.6 million lower than for the three months ended March 31, 2024. An 8% decrease in average price decreased first quarter 2025 revenues by $20.7 million compared to the same period in the prior year, while a 3% increase in oil production increased revenues by $7.1 million.

Natural gas revenues for the three months ended March 31, 2025 were $30.3 million higher than the three months ended March 31, 2024. A 103% increase in average price increased first quarter 2025 revenues by $21.7 million compared to the same period in the prior year, and a 20% increase in natural gas production increased revenues by $8.6 million.

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NGL revenues for the three months ended March 31, 2025 were $14.3 million higher than the three months ended March 31, 2024. A 13% increase in average price increased first quarter 2025 revenues by $5.1 million compared to the same period in the prior year, and a 21% increase in NGL production increased revenues by $9.2 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, 2025March 31, 2024
Operating Expenses:
Lease operating expenses$47,075 $46,150 
Gathering, transportation and processing14,953 8,537 
Taxes other than income20,105 17,898 
Exploration expenses348 25 
Asset retirement obligations accretion1,556 1,618 
Depreciation, depletion and amortization105,853 97,076 
General and administrative expenses24,588 23,555 
Total operating expenses$214,478 $194,859 
Other Expense:
Interest expense, net$(5,252)$(2,312)
Other income (expense), net1,215 (4,313)
Total other expense, net$(4,037)$(6,625)
Average Operating Costs per boe:
Lease operating expenses$5.42 $5.98 
Gathering, transportation and processing1.72 1.11 
Taxes other than income2.31 2.32 
Exploration expenses0.04 — 
Asset retirement obligations accretion0.18 0.21 
Depreciation, depletion and amortization12.18 12.58 
General and administrative expenses2.83 3.05 

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, 2025 were $0.9 million higher, and $0.56 per boe lower, compared to the three months ended March 31, 2024, with the overall increase due to higher production and well count. The per boe decrease was the result of a broad cost reduction initiative in 2024 resulting in cost improvements in most expense categories including surface repair and maintenance, contract labor, equipment rentals, and fluid hauling.

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 three months ended March 31, 2025 were $6.4 million, and $0.61 per boe, higher than the three months ended March 31, 2024, primarily due to higher production and natural gas and NGL prices. In addition, as a result of changes to certain processing contracts, a higher portion of Magnolia’s GTP costs is recognized as expense as compared to a reduction to Magnolia’s natural gas and NGL revenues between periods.

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 three months ended March 31, 2025 were $2.2 million higher, and $0.01 per boe lower, compared to the three months ended March 31, 2024, primarily due to an increase in production taxes as a result of the increase in natural gas and NGL revenues.

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Depreciation, depletion and amortization (“DD&A”) during the three months ended March 31, 2025 was $8.8 million higher, and $0.40 per boe lower, than the three months ended March 31, 2024. Increased production increased overall DD&A, and an increase in oil and natural gas reserves decreased DD&A per boe.

General and administrative expenses (“G&A”) during the three months ended March 31, 2025 were $1.0 million higher, and $0.22 per boe lower, than the three months ended March 31, 2024. G&A increased due to an increase in fees, licenses, and overall labor costs, including changes from the modification of stock based compensation awards in 2025. The increases to G&A were partially offset by lower professional services and one-time costs incurred in 2024. G&A per boe decreased due to higher production.

Interest expense, net, during the three months ended March 31, 2025 was $2.9 million higher than the three months ended March 31, 2024, primarily driven by lower interest income realized during 2025 as a result of lower interest rates and cash balances.

Other income, net, during the three months ended March 31, 2025 was $1.2 million compared to other expense, net of $4.3 million during the three months ended March 31, 2024. The change year-over-year is primarily comprised of the revaluation of the contingent consideration liability associated with the acquisition of certain oil and gas producing properties in the Giddings area in the fourth quarter of 2023.

Income Tax Expense

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

Three Months Ended
(In thousands)March 31, 2025March 31, 2024
Current income tax expense$12,795 $11,628 
Deferred income tax expense12,342 8,708 
Income tax expense$25,137 $20,336 

For the three months ended March 31, 2025, income tax expense was $4.8 million higher than the three months ended March 31, 2024, comprised of movements in both current and deferred income taxes. This was driven by a $1.2 million increase in current income tax expense and a $3.6 million increase in deferred income tax expense, primarily due to an increase in income before income taxes, an increased controlling interest, and the statutory reduction in accelerated depreciation of capital expenditures. See Note 9— Income Taxes in the notes to the Company’s consolidated financial statements included in this Quarterly Report on Form 10-Q 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. 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.

As of March 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 March 31, 2025, the Company had $697.6 million of liquidity comprised of the $450.0 million of borrowing capacity under the RBL Facility, and $247.6 million of cash and cash equivalents.

Cash and Cash Equivalents

At March 31, 2025, Magnolia had $247.6 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.

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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:
Three Months Ended
(In thousands)March 31, 2025March 31, 2024
SOURCES OF CASH AND CASH EQUIVALENTS
Net cash provided by operating activities$224,490 $210,932 
USES OF CASH AND CASH EQUIVALENTS
Acquisitions$(24,144)$(13,359)
Deposits for acquisitions of oil and natural gas properties— (13,150)
Additions to oil and natural gas properties(131,168)(120,986)
Changes in working capital associated with additions to oil and natural gas properties9,210 20,244 
Class A Common Stock repurchases(52,393)(51,201)
Dividends paid(28,911)(24,010)
Distributions to noncontrolling interest owners(829)(2,837)
Other(8,746)(7,437)
Net uses of cash and cash equivalents(236,981)(212,736)
NET CHANGE IN CASH AND CASH EQUIVALENTS$(12,491)$(1,804)
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, 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 $224.5 million and $210.9 million for the three months ended March 31, 2025 and 2024, respectively. During the three months ended March 31, 2025, cash provided by operating activities was positively impacted by increased production and an increase in realized natural gas and NGL prices, partially offset by the timing of receipts and payments and a decrease in realized oil prices.

Uses of Cash and Cash Equivalents

Acquisitions

The Company made individually insignificant bolt-on acquisitions during each of the three months ended March 31, 2025 and 2024. In addition, during the three months ended March 31, 2024, Magnolia paid $13.2 million in deposits for acquisitions that closed in the second quarter of 2024.

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Additions to Oil and Natural Gas Properties

The following table sets forth the Company’s capital expenditures for the periods presented:
Three Months Ended
(In thousands)March 31, 2025March 31, 2024
Drilling and completion$130,439 $118,979 
Leasehold acquisition costs729 2,007 
Total capital expenditures$131,168 $120,986 

During the first quarter of 2025, Magnolia operated two 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 March 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 time frame and whether the Company undertakes these additional repurchases is ultimately subject to numerous considerations, market conditions, and other factors. During each of the three months ended March 31, 2025 and 2024, the Company repurchased 2.2 million and 2.4 million shares for a total cost of approximately $52.0 million and $52.4 million, respectively.

As of March 31, 2025, Magnolia owned approximately 97.1% of the interest in Magnolia LLC and the noncontrolling interest was approximately 2.9%.

During the three months ended March 31, 2025, the Company declared and paid cash dividends to holders of its Class A Common Stock totaling $28.9 million. Additionally, $0.8 million was distributed to the Magnolia LLC Unit Holders. During the three months ended March 31, 2024, the Company declared and paid cash dividends to holders of its Class A Common Stock totaling $24.0 million. Additionally, $2.8 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

For variable rate debt, interest rate changes generally do not affect the fair market value of such debt, but do impact future earnings and cash flows, assuming other factors are held constant. The Company is subject to market risk exposure related to changes in interest rates on borrowings under the RBL Facility. Interest on borrowings under the RBL Facility is based on the SOFR rate or alternative base rate plus an applicable margin. At March 31, 2025, the Company had no borrowings outstanding under the RBL Facility.

Commodity Price Risk

Magnolia’s primary market risk exposure is to the prices it receives for its oil, natural gas, and NGL production. The prices the Company ultimately realizes for its oil, natural gas, and NGLs are based on a number of variables, including prevailing index prices attributable to the Company’s production and certain differentials to those index prices. Pricing for oil, natural gas, and NGLs has historically been volatile and unpredictable, and this volatility is expected to continue in the future. The prices the Company receives for production depend on factors outside of its control, including physical markets, supply and demand, financial markets, and national and international policies. A $1.00 per barrel increase (decrease) in the weighted average oil price for the three months ended March 31, 2025 would have increased (decreased) the Company’s revenues by approximately $14.1 million on an annualized basis and a $0.10 per Mcf increase (decrease) in the weighted average natural gas price for the three months ended March 31, 2025 would have increased (decreased) the Company’s revenues by approximately $6.6 million on an annualized basis.
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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Exchange Act, Magnolia has evaluated, under the supervision and with the participation of its management, including Magnolia’s principal executive officer and principal financial officer, the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2025. Based on such evaluation, Magnolia’s principal executive officer and principal financial officer have concluded that as of such date, the Company’s disclosure controls and procedures were effective. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by it in reports that it files under the Exchange Act is accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure and is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC.

Changes in Internal Control over Financial Reporting

There were no changes in the system of internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

See Part I, Item 1, Note 8—Commitments and Contingencies to the consolidated financial statements, which is incorporated herein by reference.

From time to time, the Company is party to certain legal actions and claims arising in the ordinary course of business. While the outcome of these events cannot be predicted with certainty, management does not currently expect these matters to have a materially adverse effect on the financial position or results of operations of the Company.

Item 1A. Risk Factors

Please refer to Part I, Item 1A—Risk Factors of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“2024 Form 10-K”), and Part I, Item 3—Quantitative and Qualitative Disclosures About Market Risk of this Quarterly Report on Form 10-Q. Any of these factors could result in a significant or material adverse effect on Magnolia’s business, results of operations, or financial condition. There have been no material changes to the Company’s risk factors since its 2024 Form 10-K. Additional risk factors not presently known to the Company or that the Company currently deems immaterial may also impair its business, results of operations, or financial condition.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth the Company’s share repurchase activities for each period presented:
PeriodNumber of Shares of Class A Common Stock PurchasedAverage Price Paid per ShareTotal Number of Shares of Class A Common Stock Purchased as Part of Publicly Announced Program
Maximum Number of Shares of Class A Common Stock that May Yet Be Purchased Under the Program (1)
January 1, 2025 - January 31, 2025500,000 $25.09 500,000 1,243,105 
February 1, 2025 - February 28, 2025585,000 23.71 585,000 10,658,105 
March 1, 2025 - March 31, 20251,065,000 24.00 1,065,000 9,593,105 
Total2,150,000 $24.18 2,150,000 9,593,105 
(1)As of December 31, 2024, the Company’s board of directors had authorized a share repurchase program of up to 40.0 million shares of Class A Common Stock. The program does not require purchases to be made within a particular time frame. On February 12, 2025, 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 50.0 million shares.

23

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Trading Arrangements

During the three months ended March 31, 2025 no director or officer of Magnolia adopted, modified, or terminated any Rule 10b5–1 trading arrangement or any non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) and (c) of Regulation S-K.
24

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q:

Exhibit
Number		Description
3.1*
3.2*
10.1*
10.2*
10.3*
31.1**
31.2**
32.1***
101.INS**XBRL Instance Document.
101.SCH**XBRL Taxonomy Extension Schema Document.
101.CAL**XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**XBRL Taxonomy Extension Presentation Linkbase Document.
104**Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101).
*    Incorporated herein by reference as indicated.
**    Filed herewith.
***    Furnished herewith.

25


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 thereunto duly authorized.

MAGNOLIA OIL & GAS CORPORATION
Date: May 1, 2025By:/s/ Christopher Stavros
Christopher Stavros
Chief Executive Officer (Principal Executive Officer)
Date: May 1, 2025By:/s/ Brian Corales
Brian Corales
Chief Financial Officer (Principal Financial Officer)

26

Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Christopher Stavros, Chief Executive Officer of Magnolia Oil & Gas Corporation, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Magnolia Oil & Gas Corporation (the "registrant");
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date: May 1, 2025By:/s/ Christopher Stavros
Christopher Stavros
Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Brian Corales, Chief Financial Officer of Magnolia Oil & Gas Corporation, certify that:
1.    I have reviewed this Quarterly Report on Form 10-Q of Magnolia Oil & Gas Corporation (the "registrant");
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date: May 1, 2025By:/s/ Brian Corales
Brian Corales
Chief Financial Officer
(Principal Financial Officer)

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Magnolia Oil & Gas Corporation (the “Company”) on Form 10-Q for the period ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Christopher Stavros and Brian Corales, Principal Executive Officer and Principal Financial Officer, respectively, of the Company, certify, in the capacity and on the date indicated below, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: May 1, 2025By:/s/ Christopher Stavros
Christopher Stavros
Chief Executive Officer
(Principal Executive Officer )

Date: May 1, 2025By:/s/ Brian Corales
Brian Corales
Chief Financial Officer
(Principal Financial Officer)
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