Magnolia Oil & Gas Corporation (“Magnolia”) announced today the pricing of its previously announced underwritten public offering (the “Offering”) of 46,315,790 shares of its Class A common stock (“Common Stock”) at a price to the public of $23.75 per share. Additionally, Magnolia has granted the underwriters a 30-day option to purchase up to an additional 6,947,368 shares of its Common Stock at the public offering price, less underwriting discounts and commissions.
The closing of the Offering is expected to occur on July 22, 2026, and is conditioned upon the satisfaction of customary closing conditions. Magnolia intends to use the net proceeds from the Offering, together with proceeds from a concurrent issuance by Magnolia Oil & Gas Operating LLC (“Magnolia Operating”) and Magnolia Oil & Gas Finance Corp., each a wholly-owned subsidiary of Magnolia, of new senior notes, borrowings under Magnolia Operating’s revolving credit facility and cash on hand, to fund the cash consideration payable by Magnolia Operating in its acquisition of 100% of the issued and outstanding limited liability company interests of WildFire Intermediate Holdings, LLC from WildFire Energy I LLC (the “Pending Acquisition”).
J.P. Morgan and Goldman Sachs & Co. LLC are acting as the joint book-running managers for the Offering. Citigroup, Wells Fargo Securities, BofA Securities, Capital One Securities, Fifth Third Securities, KeyBanc Capital Markets, MUFG, PNC Capital Markets LLC, Regions Securities LLC, Scotiabank, and Truist Securities are also acting as joint book-running managers.
The Offering is being made pursuant to an effective shelf registration statement on Form S-3, which became effective upon filing with the Securities and Exchange Commission (the “SEC”) on July 20, 2026. The Offering will be made only by means of a preliminary prospectus supplement and the accompanying base prospectus, copies of which may be obtained on the SEC’s website at www.sec.gov. Alternatively, the joint book-running managers will arrange to send you the preliminary prospectus supplement and related base prospectus if you request them by contacting:
J.P. Morgan
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
Email: prospectus-eq_fi@jpmchase.com
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Magnolia
Magnolia (MGY) is a publicly traded oil and gas exploration and production company with operations primarily 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. Magnolia strives to generate high pre‐tax margins and consistent free cash flow allowing for strong cash returns to its shareholders.
Forward-Looking Statements
The information in this press release 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. All statements, other than statements of present or historical fact included in this press release, regarding the completion of the Offering, the Pending Acquisition, Magnolia’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used in this press release, the words could, should, will, may, believe, anticipate, intend, estimate, expect, project, the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events. Except as otherwise required by applicable law, Magnolia disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Magnolia cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Magnolia, incident to the development, production, gathering and sale of oil, natural gas and natural gas liquids. In addition, Magnolia cautions you that the forward looking statements contained in this press release are subject to the following factors: (i) the expected timetable for completing the Pending Acquisition, the results, effects and benefits of the Pending Acquisition, future opportunities for Magnolia, other plans and expectations with respect to the Pending Acquisition, and the anticipated impact of the Pending Acquisition on the Magnolia’s results of operations, financial position, growth opportunities and competitive position; (ii) the market prices of oil, natural gas, natural gas liquids (“NGLs”), and other products or services; (iii) 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; (iv) the outcome of any legal proceedings that may be instituted against Magnolia; (v) Magnolia’s ability to realize the anticipated benefits of its acquisitions, which may be affected by, among other things, competition and the ability of Magnolia to grow and manage growth profitably; (vi) legislative, regulatory, or policy changes, including those following the change in presidential administrations; (vii) geopolitical and business conditions in key regions of the world; (viii) cybersecurity threats, including increased use of artificial intelligence technologies; and (ix) the possibility that Magnolia may be adversely affected by other economic, business, and/or competitive factors, including inflation. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in Magnolia’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Magnolia’s SEC filings are available publicly on the SEC’s website at www.sec.gov.
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