Current Report · Items 1.01, 2.01, 2.03, 3.02, 7.01, 9.01 · 8-K

Magnolia Oil & Gas Corporation

MGYNYSEEQUITYCurrent

Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Unregistered Sales of Equity Securities · Regulation FD Disclosure

Item 1.01 Entry into a Material Definitive Agreement. The information set forth in the “Introductory Note” of this Current Report is hereby incorporated by reference into this Item 1.01.…

Filed Sep 14, 2026Accepted Sep 14, 2026, 4:10 PM EDTCIK 1698990Accession 0001104659-26-107498

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Company context

Magnolia (MGY) is a publicly traded oil and gas exploration and production company with operations primarily concentrated in South Texas in the core of the Eagle Ford Shale and Austin Chalk formations. Magnolia focuses on generating value for shareholders by delivering steady, moderate annual production growth resulting from its disciplined and efficient philosophy toward capital spending. The Company strives to generate high pre-tax operating margins and consistent free cash flow allowing for strong cash returns to our shareholders. For more information, visit www.magnoliaoilgas.com.

Current securities

MGYNYSE · EQUITY · Current

Historical securities (5)

ACEL.WSNYSE · WARRANT · Historical · closed Jul 22, 2020 MGY.WSNYSE · WARRANT · Historical · closed Dec 3, 2024 TPGE.WSNYSE · WARRANT · Historical · closed Dec 3, 2024 TPGHNYSE · EQUITY · Historical · closed Nov 20, 2019 TPGH.UNNYSE · UNIT · Historical · closed Nov 20, 2019

Recent company filings

Disclosure sections

Items 1.01, 2.01, 2.03, 3.02, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement

Item 1.01 Entry into a Material Definitive Agreement. The information set forth in the “Introductory Note” of this Current Report is hereby incorporated by reference into this Item 1.01. Target Notes and Supplemental Indenture 2029 Notes On September 26, 2024, Target issued $600.0 million aggregate principal amount of 7.500% Senior Notes due 2029 (the “2029 Notes”), pursuant to an indenture, dated as of September 26, 2024 (as amended or supplemented from time to time, the “Indenture”), among Target, the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The 2029 Notes are the general unsecured, senior obligations of the Buyer. The 2029 Notes are guaranteed on a senior unsecured basis by the guarantors party thereto and may be guaranteed by certain future subsidiaries of the Buyer. The 2029 Notes will mature on October 15, 2029. The 2029 Notes bear interest at the rate of 7.500% per annum, payable semi-annually in arrears on each April 15 and October 15. At any time prior to October 15, 2026, the Buyer may redeem up to 40% of the aggregate principal amount of the 2029 Notes, with an amount of cash not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 107.500% of the principal amount of the 2029 Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if at least 60% of the aggregate principal amount of the 2029 Notes originally issued under the Indenture on the issue date remains outstanding immediately after such redemption and the redemption occurs within 180 days of the closing date of such equity offering. On or after October 15, 2026, the Buyer may redeem the 2029 Notes, in whole or in part, at the redemption prices set forth in the Indenture, together with accrued and unpaid interest, if any, to, but excluding, the date of redemption. If the Buyer experiences certain kinds of changes of control, each holder of the 2029 Notes may require the Buyer to repurchase all or a portion of its 2029 Notes for cash at a price equal to 101% of the aggregate principal amount of such 2029 Notes, plus accrued and unpaid interest, if any, to the date of repurchase. 1 The Indenture contains covenants that, among other things and subject to certain exceptions and qualifications, limit the ability of the Buyer and of its restricted subsidiaries to: (i) incur or guarantee additional indebtedness or issue certain types of preferred stock; (ii) pay dividends on capital stock or redeem, repurchase or retire its capital stock or subordinated indebtedness; (iii) transfer or sell assets; (iv) make investments; (v) create certain liens; (vi) enter into agreements that restrict dividends or other payments from its restricted subsidiaries to the Buyer or any of their restricted subsidiaries; (vii) consolidate, merge or transfer all or substantially all of its assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries. Upon an Event of Default (as defined in the Indenture), the Trustee or holders of at least 25% in aggregate principal amount of the 2029 Notes then outstanding may declare the principal of and accrued and unpaid interest on the 2029 Notes to be due and payable immediately. WFE Supplemental Indenture On the Closing Date, the Buyer entered into that certain First Supplemental Indenture (the “WFE Supplemental Indenture”) to the Indenture, among Buyer, the guarantor party thereto and the Trustee pursuant to which (i) the Buyer assumed the obligations of the Target under the Indenture and the 2029 Notes issued pursuant thereto and (ii) a subsidiary guarantor of the Buyer became party to the Indenture and provided a guarantee thereof. The foregoing descriptions of the Indenture and WFE Supplemental Indenture are summaries only and are qualified in their entirety by reference to the Indenture and WFE Supplemental Indenture, copies of which are attached as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. 2032 Notes and 2034 Notes In connection with the Acquisition, on the Closing Date, the Buyer caused its subsidiary, Magnolia Midstream LLC, a Delaware limited liability company (“Magnolia Midstream”), to enter into the (i) First Supplemental Indenture with Regions Bank to add Magnolia Midstream as a guarantor to the Buyer’s 6.875% Senior Notes due 2032 (the “2032 Notes”) and (ii) First Supplemental Indenture (collectively, the “MGY Supplemental Indentures”) with Regions Bank to add Magnolia Midstream as a guarantor to the Buyer’s 6.625% Senior Notes due 2034 (the “2034 Notes”). The foregoing descriptions of the MGY Supplemental Indentures are summaries only and are qualified in their entirety by reference to each MGY Supplemental Indenture, copies of which are attached as Exhibit 4.3 and Exhibit 4.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. Registration Rights Agreement In connection with the closing of the Acquisition, Magnolia and Seller entered into a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, Magnolia will register under the Securities Act of 1933, as amended (the “Securities Act”), the resale of any shares of common stock to be issued as the Equity Consideration. The Registration Rights Agreement provides for certain underwritten demand, “piggy-back” and shelf registration rights, subject to certain customary limitations. Additionally, Seller has agreed to a 30-day lock-up period with respect to shares constituting the Equity Consideration. Magnolia has also agreed to pay certain expenses of Seller incurred in connection with the exercise of its rights under the Registration Rights Agreement and indemnify Seller for certain securities law matters in connection with any registration statement filed pursuant thereto. The foregoing description of the Registration Rights Agreement is a summary only and is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is attached as Exhibit 4.5 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.01Item 2.01 - Completion of Acquisition

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in the “Introductory Note” and Item 1.01 of this Current Report is hereby incorporated by reference into this Item 2.01. As discussed in the Introductory Note, on September 10, 2026, the Acquisition was completed upon the terms and subject to the conditions of the Purchase Agreement. As consideration for the Acquisition and the transactions contemplated by the Purchase Agreement, the purchase price was comprised of (i) Cash Consideration of $2,570 million, subject to final customary adjustments, (ii) Equity Consideration of 32,203,000 shares of common stock and (iii) the assumption of the 2029 Notes. The foregoing description of the Purchase Agreement is a summary only and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03Item 2.03 - Creation of Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in the “Introductory Note” and Item 1.01 of this Current Report is hereby incorporated by reference into this Item 2.03.

Item 3.02Item 3.02 - Unregistered Sales of Equity

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in the “Introductory Note” and Item 1.01 of this Current Report regarding the Equity Consideration is hereby incorporated by reference into this Item 3.02. The issuance of shares of common stock was completed in reliance upon the exemption from the registration requirements of the Securities Act, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.

Item 7.01Item 7.01 - Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 10, 2026, Magnolia issued a press release announcing the closing of the Acquisition. The full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information furnished pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filings under the Securities Act, unless specifically identified therein as being incorporated therein by reference. You should not assume that the information contained herein or the accompanying exhibits is accurate as of any date other than the date of each such document. Our business, financial condition, results of operations, prospects and assumptions that were utilized may have changed since those dates.

Filed exhibits (6)

EX-4.1 (by filename) tm2625234d1_ex4-1.htm

EX-4.1 2 tm2625234d1_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 EXECUTION VERSION INDENTURE dated as of September 26, 2024 among WILDFIRE INTERMEDIATE HOLDINGS, LLC Each of the Guarantors Party Hereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 7.500% SENIOR NOTES DUE 2029 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 50 Section 1.03 Rules of Construction 51 Section 1.04 Acts of Holders 52 Section 1.05 …

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EX-4.2 (by filename) tm2625234d1_ex4-2.htm

EX-4.2 3 tm2625234d1_ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE This FIRST SUPPLEMENTAL INDENTURE, dated as of September 10, 2026 (this “Supplemental Indenture”), is entered into by and among Magnolia Oil & Gas Operating LLC, a Delaware limited liability company (the “Company”), the party that is signatory hereto as Guarantor (the “Guaranteeing Subsidiary”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). W I T N E S S E T H: WHEREAS, WildFire Intermediate Holdings, LLC, a Delaware limited liability company (the “Issuer”), certain subsidiaries of the Issuer, as guarantors (the “Prior Guarantors”), and the Trustee have heretofore executed and delivered an indenture, dated as of September 26, 2024 (as amended, supplemented or modified from time to time, the “Indenture”) providing for the issuance of $600,000,000 aggregate principal amount of 7.500% Senior Notes due 2029 (the “Notes”); WHEREAS, on September 10, 2026, the Issuer and certain of the Prior Guarantors merged into the Company and each ceased to exist; WHEREAS, the Company is executing and delivering to the Trustee this Supplemental Indenture to become party to the …

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EX-4.3 (by filename) tm2625234d1_ex4-3.htm

EX-4.3 4 tm2625234d1_ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of September 10, 2026, among Magnolia Midstream LLC, a Delaware limited liability company (the “New Guarantor”), a Subsidiary of Magnolia Oil & Gas Operating LLC, a Delaware limited liability company (the “Company”), and Regions Bank, an Alabama banking corporation, as trustee (the “Trustee”). W I T N E S S E T H WHEREAS, the Company, Magnolia Oil & Gas Finance Corp. and certain subsidiaries and affiliates of the Company have heretofore executed and delivered to the Trustee an Indenture (as amended, supplemented or modified from time to time, the “Indenture”), dated as of November 26, 2024, providing for the issuance of an unlimited aggregate principal amount of 6.875% Senior Notes due 2032 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the New Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth …

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EX-4.4 (by filename) tm2625234d1_ex4-4.htm

EX-4.4 5 tm2625234d1_ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of September 10, 2026, among Magnolia Midstream LLC, a Delaware limited liability company (the “New Guarantor”), a Subsidiary of Magnolia Oil & Gas Operating LLC, a Delaware limited liability company (the “Company”), and Regions Bank, an Alabama banking corporation, as trustee (the “Trustee”). W I T N E S S E T H WHEREAS, the Company, Magnolia Oil & Gas Finance Corp. and certain subsidiaries and affiliates of the Company have heretofore executed and delivered to the Trustee an Indenture (as amended, supplemented or modified from time to time, the “Indenture”), dated as of August 5, 2026, providing for the issuance of an unlimited aggregate principal amount of 6.625% Senior Notes due 2034 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the New Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth her…

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EX-4.5 (by filename) tm2625234d1_ex4-5.htm

EX-4.5 6 tm2625234d1_ex4-5.htm EXHIBIT 4.5 Exhibit 4.5 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of September 10, 2026, by and among Magnolia Oil & Gas Corporation, a Delaware corporation (the “Company”), and each of the persons listed under the heading “Holders” on the signature pages attached hereto (the “Holders,” and each individually, a “Holder”). RECITALS WHEREAS, the Company, Magnolia Oil and Gas Operating LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, and WildFire Energy I LLC, a Delaware limited liability company (“WildFire”), entered into a Purchase and Sale Agreement, dated July 19, 2026 (the “Purchase Agreement”); WHEREAS, in connection with the closing of the transactions contemplated by the Purchase Agreement, on the date hereof, the Holders will receive, in the aggregate, 32,203,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), pursuant to the Purchase Agreement; and WHEREAS, resales by the Holders of the Common Stock may be required to be registered under the Securities Act and applic…

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EX-99.1 (by filename) tm2625234d1_ex99-1.htm

EX-99.1 8 tm2625234d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Magnolia Oil & Gas Completes Acquisition of WildFire Energy Houston, TX, September 10, 2026 - Magnolia Oil & Gas Corporation (NYSE: MGY) announced today that it has completed its previously announced acquisition of WildFire Energy. About Magnolia Oil & Gas Magnolia (MGY) is a publicly traded oil and gas exploration and production company with operations primarily concentrated in South Texas in the core of the Eagle Ford Shale and Austin Chalk formations. Magnolia focuses on generating value for shareholders by delivering steady, moderate annual production growth resulting from its disciplined and efficient philosophy toward capital spending. The Company strives to generate high pre-tax operating margins and consistent free cash flow allowing for strong cash returns to our shareholders. For more information, visit www.magnoliaoilgas.com. Contacts Investors Tom Fitter 713-331-4802 tfitter@mgyoil.com Media Christina Kuhl 713-314-4849 ckuhl@mgyoil.com

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