Magnolia Oil & Gas Corporation

Item 8.01 Other Events. On July 22, 2026, Magnolia Oil & Gas Operating LLC (“Magnolia Operating”) and Magnolia Oil & Gas Finance Corp. (“Finance Corp.” and, together with Magnolia Operating, the “Issuers”), each an indirect subsidiary of Magnolia Oil & Gas Corporation (the “Company”), issued a press release in accordance with Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), announcing that, subject to market conditions and other factors, the Issuers intend to offer for sale $500 million in aggregate principal amount of senior unsecured notes due 2034 (the “Notes”) in a private offering (the “Notes Offering”) to eligible purchasers that is exempt from registration under the Securities Act. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. As previously disclosed, on July 20, 2026, the Company priced a public offering of 46,315,790 shares of Class A common stock, par value $0.0001 per share (“Common Stock”), at a price to the public of $23.75 per share, less underwriting discounts and commission (the “Equity Offering”), the net proceeds of which will be used to fund the cash consideration payable by the Company in its acquisition of 100% of the issued and outstanding limited liability company interests of WildFire Intermediate Holdings, LLC from WildFire Energy I LLC. On July 21, 2026, the underwriters exercised their option to purchase an additional 6,947,368 shares of Common Stock at the public offering price, less underwriting discounts and commissions (the “Option Exercise”). The Equity Offering, including the Option Exercise, is expected to close on July 22, 2026. The information contained in this Current Report on Form 8-K, including Exhibit 99.1, does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Notes in the offering or any other securities of the Issuers, and none of such information shall constitute an offer, solicitation or sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.