DEF 14A of Magnolia Oil & Gas Corp, Mar 24, 2026

DEF 14A of Magnolia Oil & Gas Corp

Filed Mar 24, 2026 · FY20250001104659-26-033837

Open on EDGAR

  1. Timothy D. Yang Executive Vice President, Chief Legal and Commercial Officer, Corporate Secretary and Land

    | EXECUTIVE COMPENSATION | 48 | | 2025 Summary Compensation Table | 48 | | Grants of Plan-Based Awards for the 2025 Fiscal Year | 49 | | Outstanding Equity Awards at 2025 Fiscal Year-End | 51 | | Stock Vested in the 2025 Fiscal Year | 53 | | Pension Benefits | 53 | | Nonqualified Deferred Compensation | 53 | | Potential Payments Upon Termination or a Change of Control | 53 | | CEO PAY RATIO | 60 | | PAY VERSUS PERFORMANCE | 61 | | EQUITY COMPENSATION PLAN INFORMATION | 66 | | PROPOSAL 2• ADVISORY VOTE ON EXECUTIVE COMPENSATION | 67 | | Advisory Say-on-Pay Vote | 67 | | Vote Required and Board Recommendation | 67 | | PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 68 | | Audit Fees and Services | 68 | | Policy on Board Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditors | 69 | | Vote Required and Board Recommendation | 69 | | AUDIT COMMITTEE REPORT | 70 | | OTHER INFORMATION | 71 | | Other Business | 71 | | Director Nominees and Other Stockholder Proposals for the 2027 Annual Meeting | 71 | | Householding | 71 | | QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 72 | | ANNEX A: NON-GAAP FINANCIAL MEASURES | 76 |

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | Name | Age | Director Since | Principal Occupation | Independent | Committee Memberships | | Christopher G. Stavros Chairman of the Board | 62 | September 2022 | President and Chief Executive Officer of Magnolia | No | | | Dan F. Smith Lead Independent Director | 79 | May 2017 | Former Chief Executive Officer of Lyondell Chemical Company | Yes | ◾ Compensation ◾ Nominating & Governance | | Arcilia C. Acosta | 60 | May 2017 | Chief Executive Officer of CARCON Industries & Construction and Southwestern Testing Laboratories | Yes | ◾ Compensation ◾ Nominating & Governance (Chair) | | Edward P. Djerejian | 87 | May 2017 | Former U.S. Ambassador and Founding Director of Rice University’s Baker Institute for Public Policy | Yes | ◾ Compensation (Chair) ◾ Nominating & Governance | | David M. Khani | 62 | February 2024 | Former Chief Financial Officer of EQT Corporation | Yes | ◾ Audit ◾ Compensation | | James R. Larson | 76 | July 2018 | Former Chief Financial Officer of Anadarko Petroleum Corporation | Yes | ◾ Audit (Chair) ◾ Nominating & Governance | | R. Lewis Ropp | 66 | January 2025 | Former Senior Managing Director and Senior Equity Partner of Barrow Hanley Global Investors | Yes | ◾ Audit | | Shandell M. Szabo | 51 | May 2024 | Former Vice President of U.S. Exploration and Onshore Exploration at Anadarko Petroleum Corporation | Yes | ◾ Audit |

  4. Our Executive Compensation Practices

    | | What We Do | | What We Don’t Do | | | A majority of our Named Executive Officers’ compensation is at risk | | We do not have employment agreements | | | At least 50 percent of our Named Executive Officers’ long term equity-based compensation each year is subject to performance-based vesting conditions | | We do not have single trigger equity award vesting upon a change in control (unless the successor company fails to assume the awards) | | | Payouts under our annual bonus program and our performance-based equity awards are capped at a maximum earning opportunity | | We do not allow hedging of our Common Stock or, without prior consent, pledging of Common Stock by our employees | | | We maintain a clawback policy that requires us to recoup certain incentive-based compensation in the event of certain financial restatements | | We do not use overlapping performance metrics in our annual cash bonus program and our long term equity-based awards | | | We maintain stock ownership guidelines for executives and non-employee directors | | We do not provide excise tax gross-ups | | | We use an independent compensation consultant | | We do not provide excessive perquisites or other benefits | | | We conduct an annual say-on-pay vote | | We do not have any defined benefit or supplemental executive retirement plans |

  5. Executive Compensation Components

    | | Base Salary | Annual Bonus Program | Long Term Equity-Based Compensation | | | Purpose | Provide market competitive level of fixed compensation for the fundamental duties required of the position to attract and retain talent | Motivate and reward performance achievement against annual quantitative and qualitative performance metrics | Reward creation of long term stockholder value and achievements consistent with our long term business strategies Align Named Executive Officer compensation with changes in stockholder value | | | Named Executive Officer 2025 Target Pay Mix The Compensation Committee reviews target total direct compensation for each Named Executive Officer to ensure that it is appropriately positioned, taking into consideration the individual Named Executive Officer’s experience, performance, duties and responsibilities, tenure in the role, internal pay equity, and other relevant factors. For 2025, the Named Executive Officers’ target pay mix is set forth below: | | | | | | | Base Salary | Annual Bonus Program | Long Term Equity-Based Compensation | | | CEO Target Pay Mix | 13% | 23% | Time-Based RSUs 32% | PSUs 32% | | | | | | | | Average of All Other Named Executive Officers (“NEOs’’) Target Pay Mix | 19% | 26% | Time-Based RSUs 27.5% | PSUs 27.5% | | | | | | |

  6. Information about Director Nominees

    Information about Director Nominees Based on recommendations from the Company’s Nominating and Corporate Governance Committee (the “Governance Committee”), the Board has nominated the eight individuals named below for election as directors at the Annual Meeting:

  7. Information about Director Nominees

    | Christopher G. Stavros President, Chief Executive Officer, and Chairman of the Board Age: 62 Director Since: September 2022 | Christopher G. Stavros has served as our President and Chief Executive Officer and as a director since September 2022 and became Chairman of the Board in July 2025. Before his appointment to the position of President and Chief Executive Officer, Mr. Stavros was Magnolia’s Executive Vice President and Chief Financial Officer from the Company’s inception in July 2018 until September 2022. Prior to joining Magnolia, Mr. Stavros served as Senior Vice President and Chief Financial Officer of Occidental Petroleum Corporation, whose principal businesses consist of oil and gas, chemical, and midstream and marketing segments (“Occidental”). Mr. Stavros joined Occidental in 2005 and was named Chief Financial Officer in 2014, having previously served as Vice President, Investor Relations and Treasurer. Mr. Stavros retired from Occidental in May 2017. Prior to joining Occidental, Mr. Stavros was a Senior Analyst at UBS with coverage of the oil and gas sector. Mr. Stavros received his Bachelor of Science in Business Administration from Boston University and received his Master of Business Administration from the University of Rochester. Mr. Stavros is well-qualified to serve as a director due to his more than 35 years of experience in the Energy and Financial industries. As a senior executive officer of the Company since our inception, Mr. Stavros is committed to the principles of the business model established when Magnolia was founded, and his in-depth understanding of Magnolia’s day-to-day operations provides an important perspective on the Board. |

  8. Information about Director Nominees

    | Dan F. Smith Lead Independent Director Age: 79 Director Since: May 2017 Committees: Compensation Nominating & Corporate Governance | Dan F. Smith was appointed as our Lead Independent Director in July 2025 and previously served as independent Chairman of the Board beginning in September 2022. Mr. Smith is a retired Chief Executive Officer of Lyondell Chemical Company, which operated in the chemicals, polymers, and fuels business segments (“Lyondell”), and its wholly owned subsidiaries Millennium Chemicals Inc. and Equistar Chemicals, LP., a position he held from December 1996 until his retirement in December 2007. From June 2007 to December 2007, Mr. Smith was also Chairman of Lyondell. Mr. Smith began his career as an engineer with Atlantic Richfield Company in 1968. He was elected President of Lyondell in August 1994 and Chief Executive Officer in December 1996. Mr. Smith has served as a director and Chairman of the Board of Orion Engineered Carbons, S.A. since 2014. Mr. Smith has previously served on the boards of directors of Kraton Corp., where he was Chairman of the Board from 2008 until the company was sold in 2022, Nexeo Solutions, Inc., Northern Tier Energy GP LLC, and the general partner of Valerus Compression Services, L.P. (doing business as Axip Energy Services, L.P.). He also serves as a member of the College of Engineering Advisory Council at Lamar University. Mr. Smith is a graduate of Lamar University with a Bachelor of Science in Chemical Engineering. Mr. Smith is well-qualified to serve as a director because of his significant directorship experience and broad experience in Energy and Energy-related sectors. |

  9. Information about Director Nominees

    | Magnolia Oil & Gas | 7 | 2026 Proxy Statement |

  10. Information about Director Nominees

    | Arcilia C. Acosta Independent Age: 60 Director Since: May 2017 Committees: Compensation Nominating & Corporate Governance (Chair) | Arcilia C. Acosta has served as Chief Executive Officer of CARCON Industries and Construction, a full-service construction firm, since 2000. Ms. Acosta is the founder and Chief Executive Officer of Southwestern Testing Laboratories, a geotechnical engineering and construction materials testing firm, which position she has held since 2003. She is a celebrated 30-year business veteran, entrepreneur, nationally recognized speaker, philanthropist and mother. Ms. Acosta has held board-level positions with some of Texas’s most successful corporations. She currently serves on the board of directors of Vistra Corporation, a retail electricity and power generation company located in 18 states across the United States and the District of Columbia. She also served on the board of directors of Veritex Holdings, Inc. from January 2021 until its acquisition by Huntington Bank in October 2025. She served on the board of TPG Pace Energy Holdings Corp. and for more than ten years on the board of Energy Future Holdings Corporation. From 2013 until it was acquired in 2019, she served as a member of the board of directors of Legacy Texas Financial Group, N.A., a bank holding company. From July 2018 through February 2020, Ms. Acosta served as a director of ONE Gas, Incorporated, a publicly traded natural gas distribution company and one of the largest natural gas utilities in the United States. Texas Governor Greg Abbott has appointed Ms. Acosta to numerous positions, including: in March 2016, to the Texas Higher Education Coordinating Board, the state’s authority on public higher education, for a three-year term; in March 2020, to the Strike Force to Open Texas, as one of 40 members from across the state appointed to this special advisory council; in April 2021, to the Board of Regents of the Texas Tech University System, with a term expiring in January 2027 and where she currently serves as chair of the Facilities Committee and is the immediate past chair of the Audit Committee; and in November 2022, as one of three co-chairs of the 2023 Texas Inaugural Committee. In 2021, Ms. Acosta was honored with the U.S. Presidential Volunteer Service Award. She has served as a commencement speaker for four notable Texas universities. Ms. Acosta holds a Bachelor of Arts degree from Texas Tech University and a Bank Board Director Certification from Southern Methodist University Southwest School of Banking. She is a graduate of the Harvard University Business School Corporate Governance Program. Ms. Acosta is well-qualified to serve as a director because of her broad range of experience and directorships. With over 25 years of experience as a Chief Executive Officer in the Construction and Engineering industries, Ms. Acosta excels as a high performing leader with the business acumen and analytical skills needed to drive transformation. She also has over 17 years of experience as a board member on publicly traded corporate boards, where she has served as chair of audit, governance, and risk committees. |

  11. Information about Director Nominees

    | Magnolia Oil & Gas | 8 | 2026 Proxy Statement |

  12. Information about Director Nominees

    | Edward P. Djerejian Independent Age: 87 Director Since: May 2017 Committees: Compensation (Chair) Nominating & Corporate Governance | Edward P. Djerejian served in the U.S. Foreign Service for eight presidents, from John F. Kennedy in 1962 to William J. Clinton in 1994. Prior to his nomination by President Clinton as U.S. ambassador to Israel, in which position he served from 1993 to 1994, he was assistant secretary of state for Near Eastern affairs in both the George H.W. Bush and the Clinton administrations from 1991 to 1993. He was the U.S. ambassador to the Syrian Arab Republic from 1988 to 1991. He also served as special assistant to President Ronald Reagan and deputy press secretary for foreign affairs in the White House from 1985 to 1986. After his retirement from government service in 1994, he became founding director of Rice University’s Baker Institute for Public Policy, a premier nonpartisan public policy think tank, which he led for 28 years until June 2022. He was appointed a senior fellow at the Middle East Initiative at Harvard Kennedy School’s Belfer Center for Science and International Affairs in June 2022. He has been awarded the Presidential Distinguished Service Award, the Department of State’s Distinguished Honor Award, and numerous other honors, including the Ellis Island Medal of Honor and the Anti-Defamation League’s Moral Statesman Award. He is also a recipient of the Association of Rice Alumni’s Gold Medal and is a life member of the Baker Institute’s Board of Advisors. In 2011, Mr. Djerejian was elected a fellow of the American Academy of Arts and Sciences. He has been a member of the Board of Trustees of the Carnegie Corporation of New York since 2011, where he has served as Vice Chairman and Chairman of the Audit Committee. Mr. Djerejian previously served as a director of Occidental from 1996 to 2015, serving as Chairman of the Board from 2013 to 2015, and as a director of Baker Hughes Incorporated and Global Industries, Ltd., where he was Chairman of the Governance Committee. He also served on the board of directors of The Mexico Fund, Inc. from 2013 to 2025. He holds a Bachelor of Science and a Doctor of Humane Letters, honoris causa, from Georgetown University, as well as a Doctor of Laws, honoris causa, from Middlebury College. Mr. Djerejian is well-qualified to serve as a director because of his significant directorship experience. |

  13. Information about Director Nominees

    | david m. khani Independent Age: 62 Director Since: February 2024 Committees: Audit Compensation | David M. Khani served as Chief Financial Officer of EQT Corporation, a leading independent natural gas producer with an asset base in the core of the Appalachian Basin (“EQT Corp.”), from January 2020 until July 2023. Prior to joining EQT Corp., Mr. Khani served as the Executive Vice President and Chief Financial Officer of CONSOL Energy, an energy company whose businesses during his tenure included natural gas, exploration and production, and coal mining (“CONSOL”), from March 2013 to December 2019, and as Vice President, Finance at CONSOL from September 2011 to March 2013. In addition, Mr. Khani served as Chief Financial Officer and as a member of the board of directors of CNX Midstream Partners LLC (formerly, CONE Midstream LLC), a midstream affiliate of CONSOL and joint venture with Noble Energy (“CNX”), from September 2014 until January 2018; as a member of the board of directors of CNX Coal Resources, a coal mining affiliate of CONSOL, from July 2015 to August 2017; and as Chief Financial Officer and as a member of the board of directors of CONSOL Coal Resources, a coal mining affiliate of CONSOL, from August 2017 to December 2019. Before his time at CONSOL, Mr. Khani was a research director and senior managing director at FBR & Co., an investment banking and capital markets firm, from 1998 to 2011. He began his career as an equity research associate analyst at Prudential Financial, Inc., from 1995 to 1998, and at Lehman Brothers, Inc., from 1993 to 1995. He has been a chartered financial analyst (CFA) for 25 years. Mr. Khani holds a Bachelor of Arts in Biological Sciences from State University of New York—Binghamton and a Master of Business Administration in Corporate Accounting and Finance from the University of Rochester. Mr. Khani has deep industry knowledge across the Energy and Natural Resources spectrum, including exploration and production, power, midstream, oilfield services, and metals and mining. He also has significant experience in environmental, social, and governance (“ESG”) initiatives, as well as financial and capital markets expertise, that make him well-qualified to serve on Magnolia’s Board. |

  14. Information about Director Nominees

    | Magnolia Oil & Gas | 9 | 2026 Proxy Statement |

  15. Information about Director Nominees

    | James R. Larson Independent Age: 76 Director Since: July 2018 Committees: Audit (Chair) Nominating & Corporate Governance | James R. Larson served as an independent director of CSI Compressco GP LLC, and its predecessor CSI Compressco GP Inc., general partner of CSI Compressco L.P., a provider of compression services and equipment for natural gas and oil production, gathering, transportation, processing, and storage (“CSI Compressco”), from July 2011 until April 2024, when CSI Compressco was acquired by Kodiak Gas Services, Inc. During his tenure on the CSI Compressco board, Mr. Larson also served as Chairman of its Audit Committee since July 2011 and served as a member of its Conflicts Committee from April 2012 until January 2021 and as Chairman of its Conflicts Committee since August 2021. From September 2005 until his retirement on January 1, 2006, Mr. Larson served as senior vice president of Anadarko Petroleum Corporation, an independent exploration and production company (“Anadarko”). From December 2003 to September 2005, Mr. Larson served as Senior Vice President, Finance and Chief Financial Officer of Anadarko. From 2002 to 2003, Mr. Larson served as Senior Vice President, Finance of Anadarko, where he oversaw treasury, investor relations, internal audits, and acquisitions and divestitures. From 1995 to 2002, Mr. Larson served as Vice President and Controller of Anadarko, where he was responsible for accounting, financial reporting, budgeting, forecasting, and tax. Prior to that, he held various tax and financial positions within Anadarko after joining the company in 1981. Mr. Larson is a current member of the American Institute of Certified Public Accountants, Financial Executives International, and the Tax Executives Institute. Mr. Larson also served on the board of directors of EV Management, LLC, the general partner of EV Energy GP, L.P., which is the former general partner of EV Energy Partners, L.P., from September 2006 until June 2018. He received his Bachelor of Business Administration from the University of Iowa. Mr. Larson has over 42 years of experience in the Oil and Natural Gas business and has served as Chief Financial Officer of a large independent oil and natural gas company. We believe that his knowledge of the industry, finance, and accounting makes him well-qualified to serve as a director. |

  16. Information about Director Nominees

    | Magnolia Oil & Gas | 10 | 2026 Proxy Statement |

  17. Information about Director Nominees

    | R. Lewis Ropp Independent Age: 66 Director Since: January 2025 Committees: Audit | R. Lewis Ropp has served as an independent director of Entergy Corporation, an electricity service provider, since August 2025, where he currently serves on the Audit and Corporate Governance Committees. Mr. Ropp previously was a Senior Managing Director and Senior Equity Partner of Barrow Hanley Global Investors, a diversified investment management firm (“Barrow Hanley”), where he served as a Lead Equity Portfolio Manager involved in strategy, new business development, marketing, and client service, from October 2001 until June 2024, at which time he retired. During his time at Barrow Hanley, Mr. Ropp also served as a member of the Executive Committee from 2017 to 2024. Before Barrow Hanley, Mr. Ropp was a research analyst covering exploration and production companies at Howard, Weil, Labouisse, Freidrichs, Inc., from 1998 to 1999, and at Frost Securities, Inc. from 1999 to 2001, where he served as a managing director. Mr. Ropp began his career in 1981 in the oil and gas industry as an operations manager at The Hargett Companies (later acquired by Weatherford, Inc.) and as an associate project engineer at Baker Hughes Company. He was a process team leader at Shell Oil Company from 1990 to 1997 where he oversaw field development, evaluation, well stimulation and workover, economics, and completion design. As a former commissioned officer of the Louisiana Army National Guard, Mr. Ropp is an honorably discharged U.S. veteran and a recipient of the National Defense Service Medal for service during Desert Storm. From 2017 until 2020, Mr. Ropp served on the United Nations Principles for Responsible Investment Oil & Gas Advisory Committee, leading the engagement conversation with industry CEOs on transition risks for oil and gas companies to a low-carbon environment. Mr. Ropp served on the board of the non-profit SAMS, USA from 2007 to 2024, serving as treasurer and chair of the audit and investment committees; on the board of directors of Leukemia Texas from 2009 to 2024, serving as treasurer and chair of the finance and audit committees; and on the board of Texas Water Mission from 2010 to 2016. Mr. Ropp received a Bachelor of General Studies in 1982 and a Bachelor of Science in Mechanical Engineering in 1990, both from the University of Louisiana, and a Master of Science in Engineering in 1995 and a Master of Business Administration in 1997, both from Tulane University. Mr. Ropp is well qualified to serve as a director because of his strong background in both the Finance industry and oil and gas operations and engineering, and his unique perspective of having worked in management positions in both the oil service industry and for a major integrated oil company. In addition, a significant focus of Mr. Ropp’s professional career in the Energy industry was on safety and environmental compliance, where he helped design processes and lead health, safety and environmental (HS&E) teams for both upstream and downstream organizations. |

  18. Information about Director Nominees

    | Magnolia Oil & Gas | 11 | 2026 Proxy Statement |

  19. Information about Director Nominees

    | ShANDELL M. SZABO Independent Age: 51 Director Since: May 2024 Committees: Audit | Shandell M. Szabo has served as an independent director of Talos Energy, Inc., an energy company focused on offshore oil and gas exploration and production (“Talos”), since February 2023, where she serves on the Audit Committee and as chairperson of the Safety, Sustainability and Corporate Responsibility Committee. Ms. Szabo previously served on Talos’s Compensation Committee and as co-chair of the Technical Committee. Beginning in February 2020, Ms. Szabo served on the board of directors of EnVen Energy Corporation, which was a private operator of deepwater platforms in the Gulf of Mexico that was acquired by Talos in February 2023, and she served as Chair of the Risk Committee and a member of the Governance Committee until the acquisition. Prior to that, Ms. Szabo served nearly 20 years with Anadarko, until its acquisition by Occidental in August 2019, in various roles of steadily increasing responsibility throughout Anadarko’s U.S. onshore portfolio and deepwater Gulf of Mexico, including Vice President of U.S. Exploration from 2018 to 2019, Vice President of Onshore Exploration from 2016 to 2018, Director of Investor Relations from 2015 to 2016, General Manager of Development, Eaglebine/Base Assets from 2013 to 2015, Geoscience Development Manager, East Texas/North Louisiana from 2011 to 2013, and Regional Geology Manager, Gulf of Mexico Exploration from 2008 to 2010. She began her career at Exxon Mobil Corporation in 1998 in various subsurface and geoscience positions in basins in the U.S. onshore and Gulf of Mexico. Ms. Szabo serves on the Montgomery County executive leadership team for Blood Cancer United, previously the Leukemia and Lymphoma Society, and is a former Chair of its Student Visionary of the Year Campaign. She is an Advisory Council member of the United Way of Greater Houston. Ms. Szabo received her Bachelor of Science from the University of Michigan and her Master of Science from Texas Christian University, both in Environmental Science with a concentration in Geology. Ms. Szabo is well-qualified to serve as a director because of her over 27 years of involvement in the Oil and Gas industry, including her geologic and technical background and her leadership experience in upstream operations, exploration and development, finance, and corporate communications. |

  20. Board Leadership Structure

    | ◾ | Coordinates the annual performance review and evaluation of the Chief Executive Officer in consultation with the chairperson of the Compensation Committee; |

  21. Board Leadership Structure

    | ◾ | Facilitates the Board’s ability to monitor management’s execution of the Company’s long-term strategy; and |

  22. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program We believe that director compensation should be structured to attract and retain qualified directors. The Compensation Committee recommends to the Board for approval general principles for determining the form and amount of non-employee director compensation and, subject to such principles, evaluates annually the status of non-employee director compensation in relation to comparable U.S. companies (in terms of size, business sector, and other factors), and reports findings and recommendations to the Board for approval. In early 2025, the Compensation Committee reviewed the competitiveness of our non-employee director compensation program as compared to the 2025 Compensation Peer Group (described below under “Compensation Discussion and Analysis—Setting Executive Compensation—Compensation Peer Group”) with its independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”). Based on this review, it was determined that the compensation for regular Board service was competitively positioned near the market median, but that adjustments to the supplemental retainers for certain Board leadership positions and committee service were warranted to further align with the Compensation Peer Group median compensation level. As a result, effective February 12, 2025, the Compensation Committee recommended, and the Board approved, the Company’s 2025 non-employee director compensation program as set forth below:

  23. Non-Employee Director Compensation Program

    | Compensation Element | 2024 | 2025 | | Annual Cash Retainer | $85,000 | $85,000 | | Annual Equity Retainer | $165,000 | $165,000 | | Supplemental Retainer for Audit Committee Chair | $25,000 | $25,000 | | Supplemental Retainer for Compensation Committee Chair | $20,000 | $20,000 | | Supplemental Retainer for Governance Committee Chair | $15,000 | $20,000 | | Supplemental Retainer for Audit Committee Members (other than the Audit Committee Chair) | $5,000 | $5,000 | | Supplemental Retainer for Compensation and Governance Committee Members (other than the Committee Chairs) | n/a | $5,000 | | Supplemental Retainer for Non-Executive Chairman / Lead Independent Director (1) | $50,000 | $50,000 | | Supplemental Equity Retainer for Non-Executive Chairman / Lead Independent Director (1) | $75,000 | $75,000 |

  24. Non-Employee Director Compensation Program

    | (1) Effective July 29, 2025, Mr. Smith transitioned from non-executive Chairman of the Board to the position of Lead Independent Director, and the Board determined it was appropriate to retain the cash and equity supplemental retainers at the same levels for the Lead Independent Director for the remainder of the current Board term. Please see “Corporate Governance—Board Leadership Structure” for further discussion of Mr. Smith’s role and responsibilities as Lead Independent Director. |

  25. Non-Employee Director Compensation Program

    The following discussion further describes the components of our non-employee director compensation program:

  26. Equity Awards

    Equity Awards Each non-employee director who is elected at an Annual Meeting of Stockholders receives an annual equity award in the form of restricted stock units (“RSUs”) granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan, as amended from time to time (the “Long Term Incentive Plan”). In determining the number of RSUs subject to the annual equity awards granted to our non-employee directors in 2025, we divided the annual equity award target value of $165,000 by the 20-day average closing price of our Common Stock up to and including May 6, 2025, the last trading day before our 2025 Annual Meeting of Stockholders. Based on this calculation, each non-employee director who was elected at the 2025 Annual Meeting of Stockholders received an annual equity award of 7,940 RSUs granted on May 7, 2025, except for Mr. Smith, who received an annual equity award at that time equal to 11,549 RSUs, which was comprised of his annual equity retainer and his supplemental equity retainer. If a non-employee director first joins the Board other than at an Annual Meeting of Stockholders, the director will receive an initial equity award in the form of RSUs upon such non-employee director’s appointment to the Board, with the amount of the award pro-rated to reflect the period of time remaining in the Board term during which the appointment occurs. Mr. Ropp received such an initial RSU award upon his appointment to the Board in January 2025. In determining the number of RSUs subject to the initial RSU award granted Mr. Ropp, we divided the annual equity award target grant value of $165,000 by the 20-day average closing price of our Common Stock up to and including January 6, 2025 (the last trading day before Mr. Ropp’s appointment), and then multiplied that number by a fraction representing the remainder of the then-current Board term. Based on this calculation, Mr. Ropp received an initial equity award of 2,247 RSUs granted on January 7, 2025. RSUs granted to non-employee directors (including the 2025 annual equity awards and the initial equity award granted to Mr. Ropp) generally vest in full and are settled in shares of our Common Stock on the earlier to occur of (i) the first anniversary of the date of grant, and (ii) the day preceding the Company’s next Annual Meeting of Stockholders, in each case, subject to the non-employee director’s continued service on the Board and the other terms and conditions of the Long Term Incentive Plan and the applicable award agreement. If, in connection with or following a change in control, a non-employee director ceases to serve as a Board member or other service provider, the RSUs will vest in full. In the event of a change in control in which the successor company does not assume the RSUs, the RSUs will vest in full on the date of the change in control if the director has continued to provide services through that date. Non-employee directors are eligible to participate in a nonqualified deferred compensation plan that gives them the option to defer the settlement date of RSUs until the earlier of (i) the date on which such non-employee director ceases to serve on the Board, or (ii) the consummation of a change in control of the Company. No above-market earnings are received on deferrals under the non-qualified deferred compensation plan. Ms. Acosta and Messrs. Khani and Ropp participated in the non-qualified deferred compensation plan during 2025. The non-employee directors are eligible to receive dividend equivalents with respect to outstanding RSUs they hold that have not been forfeited or settled as of any dividend record date, which are generally paid in cash at the same time the Company pays such dividend to its stockholders. With respect to RSU awards granted prior to 2022, if a non-employee director elected to defer the settlement date of the underlying RSUs, then the non-employee director is instead credited with a number of whole or fractional additional RSUs equal to the aggregate value of the cash dividend equivalents the director would have received with respect to such deferred RSUs (including any additional RSUs previously credited on such deferred RSUs) held on any dividend record date, divided by the closing price of our Common Stock on the dividend payment date. These additional RSUs are paid out at the time specified for the deferred RSUs. As of December 31, 2025, Ms. Acosta held 12,040 RSUs (including 1,040 additional RSUs credited as dividend equivalents) in the nonqualified deferred compensation plan.

  27. Changes to 2026 Compensation

    | ◾ | Increased the annual equity retainer from $165,000 to $185,000 to position total non-employee director compensation near the median of the Compensation Peer Group. |

  28. Director Compensation Table

    Director Compensation Table The following table contains information about our non-employee directors’ compensation for the 2025 fiscal year:

  29. Director Compensation Table

    | | Fees Earned | | | | | or Paid | Stock | | | | in Cash | Awards | Total | | Name | ($) | ($) (1) | ($) | | Arcilia C. Acosta | $108,833 | $164,199 | $273,032 | | Edward P. Djerejian | $109,417 | $164,199 | $273,616 | | David M. Khani | $93,255 | $164,199 | $257,454 | | James R. Larson | $114,417 | $164,199 | $278,616 | | R. Lewis Ropp (2) | $88,500 | $218,060 | $306,560 | | Dan F. Smith (3) | $144,417 | $238,833 | $383,250 | | Shandell M. Szabo | $90,000 | $164,199 | $254,199 |

  30. Director Compensation Table

    | (1) Reflects the aggregate grant date fair value of the RSU awards granted to our non-employee directors during 2025, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), determined without regard to forfeitures, and does not reflect the actual value that may be recognized by each non-employee director. See Note 12—Stock Based Compensation to our audited financial statements included in our 2025 Form 10-K, for a discussion of the assumptions used in determining the FASB ASC Topic 718 grant date fair value of these awards. |

  31. Director Compensation Table

    The grant date fair value of each 2025 annual RSU award granted to our non-employee directors was based on a per share price of $20.68, which was the closing price of our Common Stock on May 7, 2025, the grant date of the awards. The 2025 annual RSU award granted to each non-employee director was comprised of 7,940 RSUs (11,549 RSUs for Mr. Smith), and, as of December 31, 2025, each non-employee director listed in the table above held 7,940 unvested RSUs (except Mr. Smith, who held 11,549 unvested RSUs). All such unvested RSUs are scheduled to vest on May 7, 2026, subject to the non-employee director’s continued service through such date. In connection with his appointment to the Board, Mr. Ropp also received an initial equity award equal to 2,247 RSUs with a grant date fair value of $23.97 per share, which was the closing price of our Common Stock on January 7, 2025, the grant date of his initial equity award. This RSU award vested in full on May 7, 2025. As of December 31, 2025, our non-employee directors held the following amounts in the nonqualified deferred compensation plan: (a) Ms. Acosta held 12,040 RSUs (including 1,040 additional RSUs credited as dividend equivalents), (b) Mr. Khani held 16,302 RSUs (including 7,940 unvested RSUs), and (c) Mr. Ropp held 10,187 RSUs (including 7,940 unvested RSUs).

  32. Director Compensation Table

    | (2) Mr. Ropp was appointed as a non-employee director of the Board, effective January 7, 2025, and was elected to a one-year term at our 2025 Annual Meeting of Stockholders. |

  33. Director Compensation Table

    | (3) Effective July 29, 2025, Mr. Smith transitioned from non-executive Chairman of the Board to the position of Lead Independent Director. Please see “Corporate Governance—Board Leadership Structure” for further discussion of Mr. Smith’s role and responsibilities as Lead Independent Director. |

  34. Director Compensation Table

    | Magnolia Oil & Gas | 29 | 2026 Proxy Statement |

  35. Compensation Program Aligned with Best Practices and Business Strategy

    | our objective: | | we accomplish this objective through: | | Compensation design SUPPORTS BUSINESS OBJECTIVES: | | Magnolia’s objective is to generate stock market value | | ■ Consistent organic production growth ■ High full-cycle operating margins ■ An efficient capital program with short economic paybacks ■ Significant free cash flow after capital expenditures ■ Effective reinvestment of free cash flow | | ■ Annual incentive bonus program design tied to Operating Margin, Free Cash Flow Percentage, and Net Debt to EBITDAX metrics ■ Time-based RSU awards aligned with changes in stock value over a multi-year period ■ PSU awards tied to relative total stockholder return (“TSR”) performance |

  36. Compensation Program Aligned with Best Practices and Business Strategy

    | | What We Do | | What We Don’t Do | | | A majority of our Named Executive Officers’ compensation is at risk | | We do not have employment agreements | | | At least 50 percent of our Named Executive Officers’ long term equity-based compensation each year is subject to performance-based vesting conditions | | We do not have single trigger equity award vesting upon a change in control (unless the successor company fails to assume the awards) | | | Payouts under our annual bonus program and our performance-based long term equity awards are capped at a maximum earning opportunity | | We do not allow hedging of our Common Stock or, without prior consent, pledging of Common Stock by our employees | | | We maintain a clawback policy that requires us to recoup certain incentive-based compensation in the event of certain financial restatements | | We do not use overlapping performance metrics in our annual cash bonus program and our long term equity-based awards | | | We maintain stock ownership guidelines for executives and non-employee directors | | We do not provide excise tax gross-ups | | | We use an independent compensation consultant | | We do not provide excessive perquisites or other benefits | | | We conduct an annual say-on-pay vote | | We do not have any defined benefit or supplemental executive retirement plans |

  37. Key Highlights and Impacts for 2025 Compensation

    | A significant majority of compensation awarded in 2025 aligns with stockholder interests through stock price and total stockholder return performance | | ◾ 50 percent of each Named Executive Officer’s long term equity-based compensation granted in 2025 was in the form of RSUs, which vest ratably over three years subject to continued employment, to support sustaining and increasing stockholder value. ◾ The remaining 50 percent of each Named Executive Officer’s long term equity-based compensation granted in 2025 was in the form of PSUs subject to achievement of relative TSR goals and continued service requirements tied to a three year performance period, to provide additional alignment with stockholders. ◾ In February 2025 and February 2026, we made certain design changes to our equity awards, including those held by our Named Executive Officers, as further described in the section below entitled “—2025 Compensation Decisions—Long Term Equity-Based Compensation—Recent Equity Award Design Changes.” |

  38. Compensation Philosophy and Objectives

    | Compensation Objective | How We Accomplish this Objective | | Be Competitive | ■ We maintain market-competitive compensation programs in line with the compensation of similarly situated positions at companies in our Compensation Peer Group. | | Pay for Performance | ■ The majority of our executives’ compensation is in the form of variable, at-risk compensation. ■ Our 2025 annual bonus program is tied to specific Company financial objectives. ■ At least 50 percent of our Named Executive Officers’ long term equity-based compensation is subject to performance-based vesting conditions tied to relative TSR metrics. | | Align with Stockholders’ Interests | ■ Our 2025 annual bonus program primarily focuses on financial metrics we believe will lead to value creation and are strongly aligned with our business strategy. ■ We provide a significant portion of compensation in the form of long term equity-based awards that are granted annually and vest over multiple years. ■ The relative TSR measures used in our PSU awards appropriately balance incentivizing top-tier relative performance with a minimum performance threshold and a capped maximum earning opportunity. |

  39. Setting Executive Compensation

    | ◾ | Alignment of Named Executive Officer compensation with short term and long term Company performance; |

  40. Setting Executive Compensation

    | ◾ | Competitiveness of compensation with Compensation Peer Group (as defined below) companies, internal pay equity among individuals with similar expertise levels and experience, and the unique skill sets of the individual; |

  41. Setting Executive Compensation

    | ◾ | Data and analysis provided by the Compensation Committee’s independent compensation consultant; |

  42. Independent Compensation Consultant

    Independent Compensation Consultant Under its charter, the Compensation Committee has the sole discretion to retain or obtain advice from, oversee, and terminate any compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation, and oversight of any work of any such adviser retained by the Compensation Committee. The Compensation Committee has engaged FW Cook as its compensation consultant for evaluating executive officer compensation since 2018. FW Cook regularly presents materials to the Compensation Committee regarding current trends on executive pay for public companies in the oil and gas industry. FW Cook also provides peer group review and recommendations, benchmarking of Named Executive Officer and non-employee director compensation, and assessment of anticipated proxy advisory firm evaluations. FW Cook assists in the design of incentive and other compensation programs and provides ongoing support with respect to regulatory developments and other considerations that affect compensation and benefit programs generally, as requested by the Compensation Committee. FW Cook provides no services to Magnolia or its management other than the services provided to the Compensation Committee in its capacity as the Compensation Committee’s independent adviser on executive and director compensation matters. FW Cook reports exclusively to the Compensation Committee. The Compensation Committee most recently reviewed FW Cook’s performance and independence in October 2025 and determined that there were no conflicts of interest as a result of this engagement. Specifically, the Compensation Committee determined that FW Cook was an independent adviser based on the factors outlined by the NYSE. The Compensation Committee continues to monitor the independence of its compensation consultant on a periodic basis.

  43. Compensation Peer Group

    Compensation Peer Group The Compensation Committee maintains a peer group comprised of companies that compete with us for executive talent (the “Compensation Peer Group”). The composition of the Compensation Peer Group is reviewed periodically. In October 2024, the Compensation Committee asked FW Cook to review the Company’s Compensation Peer Group for continued appropriateness. FW Cook’s framework identifies companies in the E&P industry that are publicly traded on major U.S. stock exchanges and generally focuses on companies between one-fourth times and four times Magnolia’s size in market capitalization, revenue, total assets, and earnings before interest, taxes, depreciation, and amortization (“EBITDA”). When assessing the appropriateness of peers, market capitalization was used as the primary selection criteria. The screening framework then eliminated companies with unique business characteristics, such as ownership

  44. Compensation Peer Group

    | Magnolia Oil & Gas | 34 | 2026 Proxy Statement |

  45. Compensation Peer Group

    structure or operating model. Asset focus—for example, natural gas versus oil or offshore versus onshore—was not a limiting factor when selecting compensation peers as we believe companies across the E&P industry compete for similar executive talent and exhibit similar compensable factors. Based on FW Cook’s screening process, the Compensation Committee adopted the Compensation Peer Group below for purposes of evaluating 2025 compensation (the “2025 Compensation Peer Group”) for Named Executive Officers. The Company was positioned slightly above the median of the 2025 Compensation Peer Group for market capitalization.

  46. Compensation Peer Group

    | 2025 Compensation Peer Group (1) | | | | Chord Energy Corporation | Gulfport Energy Corporation | Range Resources Corporation | | Civitas Resources, Inc. (2) | Kosmos Energy Ltd. | SM Energy Company (2) | | CNX Resources Corporation | Matador Resources Company | Talos Energy Inc. | | Comstock Resources, Inc. | Murphy Oil Corporation | Vital Energy, Inc. (3) | | | Permian Resources Corporation | |

  47. Compensation Peer Group

    | (1) Callon Petroleum Company was removed from the prior Compensation Peer Group established for 2024 compensation purposes because it was acquired by APA Corporation in April 2024. |

  48. Compensation Peer Group

    | (2) In January 2026, Civitas Resources, Inc. and SM Energy Company closed an all-stock merger transaction, with the combined company continuing as SM Energy Company. |

  49. Compensation Peer Group

    | (3) In December 2025, Vital Energy, Inc. was acquired by Crescent Energy Company. |

  50. Compensation Peer Group

    | Magnolia Oil & Gas | 35 | 2026 Proxy Statement |

  51. Key Components of our Compensation Policy

    | Compensation Element | Purpose | Description and Valuation | | Base Salary | Provide market competitive level of fixed compensation for the fundamental duties required of the position to attract and retain talent | Provides a base level of financial security and compensates executive officers for their skills, capabilities, experience, and leadership Reflects the responsibilities of the role, expected contributions to Company success, internal pay equity, and relative position to the market | | Annual Cash Bonus Awards | Motivate and reward performance achievement against annual quantitative and qualitative performance metrics | For 2025, our annual cash bonus program was comprised of the following components: ◾ 75 percent tied to quantitative performance metrics of Operating Margin, Free Cash Flow Percentage, and Net Debt to EBITDAX, each weighted at 25 percent, and ◾ 25 percent tied to qualitative performance metrics designed to focus the Named Executive Officers on executing on Company-wide performance goals Each Named Executive Officer’s bonus is capped at 100 percent of the officer’s total annual bonus opportunity | | Long Term Incentive Program ■ Time-based RSUs ■ PSUs tied to relative TSR performance | Reward creation of long term stockholder value and achievements consistent with our long term business strategies | Builds a consistent ownership stake in Magnolia that aligns the interests of executive officers and stockholders ◾ RSUs have a three year continued service requirement for full vesting that provides a retention incentive ◾ PSUs motivate improvement in stockholder value to further align executive and stockholder interests, with the number of shares ultimately received dependent upon our relative TSR performance over the three year performance period | | | Align Named Executive Officer compensation with changes in stockholder value | |

  52. Base Salary

    Base Salary The Compensation Committee reviews the base salary of each Named Executive Officer annually. For 2025, the Compensation Committee reviewed base salary data for similarly situated executives in the 2025 Compensation Peer Group and, in February 2025, approved new annual base salary rates for the Named Executive Officers. Taking into account data from various compensation surveys of general and energy industry practices and to aid in retention of the Company’s high-caliber workforce, corporate salary increases of approximately 3 percent, on average, were approved for 2025 across the Company for eligible employees, with greater increases for a small number of special cases and promotions as needed. This was slightly lower than the 4 percent salary increases we generally awarded our workforce in 2024 due primarily to lower inflation and stable unemployment after a period of economic instability. The approximately 3 percent salary increases for Messrs. Stavros, Corales, and Yang are in line with the base salary adjustment pool provided to Magnolia’s general employee population to align with the projected peer market range. Magnolia believes that the 2025 base salary rates for the Named Executive Officers appropriately reflect Magnolia’s positioning and performance as compared to the 2025 Compensation Peer Group and current industry conditions, including the Company’s robust performance in 2024, wage growth, and labor market conditions. The 2025 base salary rates for the Named Executive Officers are as follows:

  53. Annual Incentive Program

    Annual Incentive Program For 2025, our Named Executive Officers were eligible to earn cash bonus awards under the annual short term incentive program (the “2025 Bonus Program”) established by the Compensation Committee and administered pursuant to our Long Term Incentive Plan. In October 2024, FW Cook provided the Compensation Committee with an overview of developing incentive plan design and payout trends within the oil and gas industry and a summary of peer group practices for annual incentive plan design, which informed the design of our 2025 Bonus Program. The awards under the 2025 Bonus Program are based upon the level of achievement across certain quantitative Company performance metrics, which emphasize Company financial performance and support our business strategy and investor proposition, as well as a qualitative performance assessment by the Compensation Committee. In February 2025, the Compensation Committee approved the potential bonus amounts, expressed as a percentage of base salary, that may be earned by each Named Executive Officer under the 2025 Bonus Program, referred to as the “maximum bonus goal percentage.” The Compensation Committee did not make any adjustments to the maximum bonus goal percentages of the Named Executive Officers for 2025. To calculate the total annual bonus opportunity, the 2025 maximum bonus goal percentages are applied to the base salary rates of the Named Executive Officers in effect as of December 31, 2025. The total annual bonus opportunity for each Named Executive Officer in the 2025 Bonus Program was as follows:

  54. Annual Incentive Program

    | | Maximum Bonus | | Maximum Bonus | | | | Goal Percentage | 2024 Total Annual | Goal Percentage | 2025 Total Annual | | | for 2024 | Bonus Opportunity | for 2025 | Bonus Opportunity | | Named Executive Officer | (% of Base Salary) | (Dollar Amount) | (% of Base Salary) | (Dollar Amount) | | Christopher G. Stavros | 180% | $1,530,000 | 180% | $1,575,000 | | Brian M. Corales | 135% | $708,750 | 135% | $730,080 | | Timothy D. Yang | 135% | $708,750 | 135% | $730,080 |

  55. Annual Incentive Program

    The maximum payout under the 2025 Bonus Program is equal to 100 percent of the total annual bonus opportunity for each Named Executive Officer, and the Compensation Committee aims to establish maximum performance objectives (described in greater detail in the tables below) that are sufficiently rigorous that the expected annual bonus pool funding will, on average, be less than 100 percent of the total annual bonus opportunity amount, with only the top performing employees expected to have an opportunity to earn the maximum.

  56. Annual Incentive Program

    | Magnolia Oil & Gas | 37 | 2026 Proxy Statement |

  57. Annual Incentive Program

    In February 2025, the Compensation Committee approved the performance metrics for the 2025 Bonus Program, as well as the weightings and minimum and maximum performance objectives for each metric, as follows:

  58. Annual Incentive Program

    | Metric | Weighting | What It Is | Why We Use It | | Quantitative Performance Metrics | | | | | Operating Margin | | Operating income, as presented on the Company’s consolidated statement of operations, as a percentage of our total revenue, excluding the effects from non-recurring items as determined by the Compensation Committee | These three quantitative metrics were selected to focus our Named Executive Officers on capital efficiency and returns to align with stockholder interests and our communicated strategic priorities | | Free Cash Flow Percentage | | Earnings before interest, taxes, depreciation, amortization, and exploration expense, adjusted for certain unusual or non-recurring items (“Adjusted EBITDAX”) (as reconciled to our public releases), minus drilling and completion capital (excluding leasehold and acquisition capital) as a percentage of Adjusted EBITDAX | | | Net Debt to EBITDAX | | Total long term principal debt, less unrestricted cash and cash equivalents, at the end of each quarter divided by annualized Adjusted EBITDAX for the respective quarter (as reconciled to our public releases); at the end of the year, the final Net Debt to EBITDAX is calculated as the average of the preceding four quarters | | | Qualitative Performance Metrics | | | | | Assessment by the Compensation Committee based on Company-Wide Performance Goals | | An assessment by the Compensation Committee of objectives with respect to key Company-wide goals of importance to Magnolia, focusing on specific activities and contributions by the Named Executive Officer | This assessment focuses the Named Executive Officers on executing on Company-wide performance goals in order to promote the advancement of objectives related to our annual financial outlook and capital plan to support long term strategy and increase stockholder value |

  59. Annual Incentive Program

    In 2025, after reviewing peer company incentive plan practices with FW Cook, the Compensation Committee made no changes to the three quantitative Company performance metrics that collectively comprise 75 percent of the 2025 annual bonus awards or to their respective weightings. The Compensation Committee determined that the three financial performance metrics of Operating Margin, Free Cash Flow Percentage, and Net Debt to EBITDAX (the latter of which was added as a metric in 2024) continued to appropriately align with Magnolia’s strategy and goals. In addition, the

  60. Annual Incentive Program

    | Magnolia Oil & Gas | 38 | 2026 Proxy Statement |

  61. Annual Incentive Program

    Compensation Committee continued to believe that parity in the weighting between the 2025 quantitative metrics was appropriate such that Operating Margin, Free Cash Flow Percentage, and Net Debt to EBITDAX each comprised 25 percent of the total award opportunity in the 2025 Bonus Program. The Compensation Committee monitors our performance against the quantitative objectives and discusses progress against those objectives at each committee meeting. For each of the three quantitative components, the 2025 Bonus Program provides a range of performance outcomes between the specified minimum and maximum performance levels, which are established at the beginning of the year and are generally based on the Company’s approved annual budget and operating plan, along with a corresponding payout range. In setting the performance level goals and related payouts for 2025 bonuses, the Compensation Committee used the same specified minimum and maximum performance levels and payout ranges for the Free Cash Flow Percentage and Net Debt to EBITDAX metrics as those used for the 2024 bonus program. The Compensation Committee decided to make certain adjustments to the specified minimum and maximum performance levels (but not the payout range) for the Operating Margin metric for the 2025 Bonus Program to better reflect the projected range of outcomes under various commodity pricing scenarios due to continued market volatility. For the 2025 Operating Margin metric, the specified minimum performance level was set at 20 percent (compared to 30 percent for the 2024 bonus program) and the specified maximum performance level was set at 40 percent (compared to 50 percent for 2024 bonus program). The specified performance levels and the corresponding payout range for each quantitative component for 2025 is set forth in the table below entitled “Performance Outcomes.” The minimum specified performance level for each quantitative component for 2025 reflects the level of performance the Compensation Committee believes must be met before any payout for each such metric is warranted. No amount is earned with respect to a quantitative component of the 2025 Bonus Program if the minimum performance level for that component is not obtained, and a minimum payment equal to a specified percentage of the potential payout amount attributable to each quantitative component for 2025 is earned if the performance actually attained meets the respective minimum specified performance level. The maximum specified performance level for each quantitative component for 2025 challenges management to achieve exceptional performance. If the maximum specified outcome for a quantitative component is achieved or exceeded, then the maximum amount attributable to that component will be paid. For actual performance outcomes falling within the performance level range for each of the quantitative components, the Compensation Committee determines the actual amount earned:

  62. Annual Incentive Program

    | ◾ | For the Operating Margin and Net Debt to EBITDAX components, using linear interpolation between the minimum and maximum potential payout amounts. |

  63. Annual Incentive Program

    | ◾ | For the Free Cash Flow Percentage component, using linear interpolation within specified payout brackets, which are described in the “Performance Outcomes” table below. These payout brackets are non-linear by design, resulting in a greater rate of penalty the further away results are from the maximum specified performance level, with linear interpolation applied within each bracket. |

  64. Annual Incentive Program

    The qualitative performance portion of the 2025 Bonus Program focuses on objectives related to key Company-wide performance goals of importance to the Company in order to further motivate Named Executive Officers to pursue value creation by executing on our annual financial outlook and capital plan. This portion of the award, which continued to be weighted 25 percent, is intended to incentivize the Named Executive Officers to take proactive measures to achieve long and short term goals and create stockholder value, based on a wide range of considerations that may change over the course of the year, and highlights the importance of individual contributions towards the achievement of overall Company goals.

  65. Annual Incentive Program

    | Magnolia Oil & Gas | 39 | 2026 Proxy Statement |

  66. Annual Incentive Program

    In February 2026, the Compensation Committee evaluated the Company’s performance on the pre-established quantitative and qualitative performance metrics for 2025 and made the following determinations with respect to Named Executive Officer awards:

  67. Annual Incentive Program

    | Performance Outcomes | | | | | | | | Metric | Weight | Specified Performance Levels and Payout Range | Maximum Weighted Outcome | Actual 2025 Result | Funding Result | Weighted Score | | Operating Margin | 25% | | 0% to 25% | 33% | 76% | 19% | | | | | | | | | | Free Cash Flow Percentage | 25% | | 0% to 25% | 49% | 100% | 25% | | | | | | | | | | | | | | | | | | Net Debt to EBITDAX | 25% | | 0% to 25% | 0.1 | 100% | 25% | | | | | | | | | | Qualitative Goal Assessment | 25% | | 0% to 25% | Significant Success | Up to 100% | Up to 25% | | TOTAL | 100% | — | 0% to 100% | — | — | Up to 94% |

  68. Annual Incentive Program

    | Magnolia Oil & Gas | 40 | 2026 Proxy Statement |

  69. Annual Incentive Program

    In connection with performing the qualitative performance assessment for the Named Executive Officers, the Compensation Committee recognized that the Company achieved significant success in several areas, including:

  70. Annual Incentive Program

    | ◾ | We substantially improved the business through the completion of approximately $67 million of bolt-on oil and gas property acquisitions. |

  71. Annual Incentive Program

    | ◾ | We achieved year-over-year total production growth of 11 percent. |

  72. Annual Incentive Program

    | ◾ | In Giddings, we increased our drilling feet per day by 8 percent, marking the sixth consecutive year of improvement. |

  73. Annual Incentive Program

    | ◾ | Through ongoing cost savings and optimization efforts, we achieved a 7 percent reduction in our lease operating expenses (“LOE”) for 2025 compared to 2024 levels. |

  74. Annual Incentive Program

    | ◾ | We increased our annual cash dividend by 15 percent for 2025, supported by executing on our business plan and strategy. |

  75. Annual Incentive Program

    | ◾ | We repurchased approximately 8.9 million shares during 2025, reducing our diluted weighted average share count outstanding by roughly 4.4 percent. |

  76. Annual Incentive Program

    | ◾ | We returned nearly $322 million to our stockholders during 2025—or 75 percent of our total free cash flow(1)—including $116 million in the form of cash dividends and distributions and $206 million through share repurchases. |

  77. Annual Incentive Program

    | ◾ | For the second year in a row, we went an entire year without an injury requiring time away from work. |

  78. Annual Incentive Program

    | (1) A reconciliation of free cash flow to the nearest GAAP measure is set forth in Annex A. Full year 2025 return to stockholders includes $205.5 million of share repurchases, $113.1 million of dividends to Class A stockholders, and $3.3 million of distributions to Class B stockholders. |

  79. Annual Incentive Program

    After assessing the Named Executive Officers’ respective leadership and contributions in these areas, the Compensation Committee determined that it was appropriate to certify the following payout amounts for each Named Executive Officer under the 2025 Bonus Program.

  80. Annual Incentive Program

    | | Mr. Stavros | Mr. Corales | Mr. Yang | | Qualitative Assessment (Weighted Score) | 25% | 25% | 25% | | Quantitative Metrics (Weighted Score) | 69% | 69% | 69% | | Total Funding Result | 94% | 94% | 94% |

  81. Annual Incentive Program

    The Compensation Committee ultimately approved payouts under the 2025 Bonus Program equal to each Named Executive Officer’s total annual bonus opportunity multiplied by the “Total Funding Result” specified for that officer in the table above. The actual amounts paid to our Named Executive Officers with respect to the 2025 Bonus Program are disclosed in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column for 2025.

  82. Long Term Equity-Based Compensation

    Long Term Equity-Based Compensation

  83. Equity Grant Practices

    Equity Grant Practices The Company maintains the Long Term Incentive Plan, which allows us to grant equity-based awards to employees and directors. The Company’s long-standing practice has been to grant our Named Executive Officers long term equity-based incentive awards under the Long Term Incentive Plan on a predetermined schedule, typically each February at the Compensation Committee’s first meeting of any new fiscal year. The Compensation Committee determines the amount of these awards, as well as the mix of time- and performance-based awards. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, and Magnolia does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  84. Equity Awards Granted in 2025

    Equity Awards Granted in 2025 In February 2025, the Compensation Committee approved annual long term equity-based compensation awards for the 2025 fiscal year, with the same award mix as in 2024. Each Named Executive Officer received approximately 50 percent of such awards in the form of time-based RSUs vesting pro-rata over three years, and approximately 50 percent of such awards in the form of PSUs that are subject to a relative TSR performance metric.

  85. Equity Awards Granted in 2025

    | Magnolia Oil & Gas | 41 | 2026 Proxy Statement |

  86. Equity Awards Granted in 2025

    The awards granted to our Named Executive Officers in 2025 are set forth in the following table:

  87. Equity Awards Granted in 2025

    | | | | 2025 Annual Long Term | | | | 2024 Annual LTI | 2025 Annual LTI | Equity-Based Awards (2) | | | Named Executive | Target Amount | Target Amount | RSUs | PSUs | | Officer | (Dollar Value) (1) | (Dollar Value) (1) | | (Target Number) | | Christopher G. Stavros | $6,000,000 | $5,000,000 | 100,684 | 100,684 | | Brian M. Corales | $2,500,000 | $1,800,000 | 36,246 | 36,246 | | Timothy D. Yang | $1,750,000 | $1,800,000 | 36,246 | 36,246 |

  88. Equity Awards Granted in 2025

    | (1) The Compensation Committee reviewed long term incentive award data for similarly situated executives in the 2025 Compensation Peer Group with FW Cook and decided to set the 2025 “Annual LTI Target Amount” for each Named Executive Officer as a specified dollar amount that would competitively position their target total direct compensation relative to the applicable market data. For 2024, the “Annual LTI Target Amount” for each Named Executive Officer was similarly determined based on a specified dollar amount, with Messrs. Stavros and Corales each receiving larger 2024 long term equity-based compensation grants intended to enhance their equity ownership given their relatively short tenure in their respective roles and to further align officer and stockholder interests. |

  89. Equity Awards Granted in 2025

    | (2) The amount awarded to each Named Executive Officer was determined by dividing the officer’s “Annual LTI Amount” by $24.83, which was the 20 day average closing price of our Common Stock for the period ending February 11, 2025, to calculate a target number of shares. Each Named Executive Officer then received an equal number of RSUs and PSUs. |

  90. Equity Awards Granted in 2025

    The Compensation Committee believes that RSU awards subject to solely time-based vesting conditions support sustaining and increasing stockholder value. During 2025, the Company granted RSUs to all Company employees, including the Named Executive Officers, to drive an ownership mentality, with every employee receiving at least 1,000 RSUs. Subject to continued service with us, the 2025 RSUs will vest in three substantially equal annual installments beginning on the first anniversary of the March 1, 2025 vesting commencement date. If the vesting conditions are satisfied, then settlement in the form of our Common Stock will occur within 60 days following the vesting date. The Compensation Committee believes that PSU awards subject to achievement of a relative TSR metric provide additional alignment between the interests of management and stockholders and motivate management to enhance Company performance. Each 2025 PSU, to the extent earned, represents a contingent right to receive a share of Common Stock, and the officer may earn between 0 percent and 150 percent of the target number of PSUs awarded, based on the Company’s TSR relative to a peer group of companies (the “TSR Peer Group”) over a three year performance period commencing January 1, 2025 and ending December 31, 2027. In addition to the TSR conditions, vesting of the PSUs is subject to the officer’s continued employment through the date of settlement of the PSUs (which occurs within 60 days following the conclusion of the performance period). The TSR Peer Group is comprised of oil and gas exploration and production companies with a market capitalization between $1.0 billion and $10.0 billion. Because Magnolia’s combination of size, capital structure, operational footprint, and business characteristics are unique to the industry, the Compensation Committee carefully considered, for each potential peer company, the individual characteristics that investors use to categorize their investments—such as market capitalization, enterprise value, debt levels, amount of production, and production mix—and sought to create a peer group that on average looks similar to Magnolia. Based on this evaluation, the following companies comprise the 2025 TSR Peer Group:

  91. Equity Awards Granted in 2025

    | 2025 TSR Peer Group (1) | | | | APA Corporation | Devon Energy Corporation | Murphy Oil Corporation | | Chord Energy Corporation | EOG Resources, Inc. | Range Resources Corporation | | Civitas Resources, Inc. (2) | Kosmos Energy Ltd. | SM Energy Company (2) | | CNX Resources Corporation | Matador Resources Company | Talos Energy Inc. | | Coterra Energy Inc. | | Vital Energy, Inc. (3) |

  92. Equity Awards Granted in 2025

    | (1) The 2025 TSR Peer Group is the same as the original TSR Peer Group established for the 2024 PSU awards, except that Marathon Oil Corporation was not included due to its acquisition by ConocoPhillips in November 2024. |

  93. Equity Awards Granted in 2025

    | (2) In January 2026, Civitas Resources, Inc. (“Civitas”) and SM Energy Company (“SM Energy”) closed an all-stock merger transaction, with the combined company continuing as SM Energy and continuing as a member of the TSR Peer Group. For purposes of the 2025 PSU awards, Civitas’s TSR is measured as of the date of consummation of the transaction. |

  94. Equity Awards Granted in 2025

    | (3) In December 2025, Vital Energy, Inc. (“Vital”) was acquired by Crescent Energy Company, which resulted in the removal of Vital from the 2025 TSR Peer Group. |

  95. Equity Awards Granted in 2025

    | Magnolia Oil & Gas | 42 | 2026 Proxy Statement |

  96. Equity Awards Granted in 2025

    In the event of a merger or other business combination of two peer group members, the surviving, resulting or successor entity will continue to be treated as a member of the TSR Peer Group, provided the common stock or similar equity security of such company is listed or traded on a national securities exchange through the last day of the performance period. In addition, if a peer group company is acquired or becomes a private company, (1) during the first year of the performance period, the company is removed from the TSR Peer Group, or (2) on or after the first anniversary of the performance period commencement date, the company’s TSR is measured as of the date of consummation of such acquisition. If a peer group company files for bankruptcy, liquidates due to insolvency, or is delisted, the company’s TSR is deemed to be negative 100 percent and, if multiple peer group companies file for bankruptcy, liquidate, or are delisted during the performance period, such members will be ranked in the order of when such event occurs, with earlier bankruptcies, liquidations, and delistings ranking lower than later ones. TSR is calculated as the change in stock price plus dividends over the performance period, assuming that the dividends were reinvested in the applicable company. At the end of the performance period, the companies in the TSR Peer Group, including the Company, will be arranged by their respective TSRs to determine relative TSR. Payout of the PSU awards is determined in accordance with the following schedule:

  97. Equity Awards Granted in 2025

    | | Relative TSR Performance | Earned PSUs | | Level | (Percentile Rank v. Peers) | (% of Target) | | < Threshold | < 30th percentile | 0% | | Threshold | 30th percentile | 50% | | Target | 50th percentile | 100% | | Maximum | ≥ 80th percentile | 150% |

  98. Equity Awards Granted in 2025

    The percentage of the target number of PSUs that become earned PSUs for performance between threshold, target and maximum achievement levels will be calculated using linear interpolation.

  99. Recent Equity Award Design Changes

    Recent Equity Award Design Changes In 2025 and 2026, we made certain design changes to our equity awards to align with market practices and stockholder interests and to support our objective of attracting and retaining highly qualified employees. In February 2025, we made the following changes:

  100. Recent Equity Award Design Changes

    | ◾ | Cash-Settlement Feature: With respect to outstanding cliff-vested performance restricted stock unit (“PRSU”) awards and the PSU awards that have been granted beginning in 2025 and in prior years, in each case, held by the Named Executive Officers, the Compensation Committee determined that these awards would be settled 50 percent in the form of cash and 50 percent in shares of stock, instead of being fully stock settled. This change was made to provide a certain amount of liquidity to the Company’s Named Executive Officers with respect to their equity holdings. |

  101. Recent Equity Award Design Changes

    | ◾ | Treatment Upon Qualified Retirement: The Compensation Committee also implemented a new retirement benefit program, available to Magnolia’s entire employee population, as part of our long term equity-based awards that applies to RSU and PSU awards that have been granted beginning in 2025, as well as outstanding awards granted in prior years. Effective February 12, 2025, we revised our RSU and PSU award agreements to provide for continued vesting and payout of such awards upon an employee’s qualified retirement event—specifically the employee’s termination of employment under certain conditions at a time when the employee’s age plus years of service with the Company collectively equals at least 70, provided the employee has reached at least age 55 and has at least five years of continuous employment or service. The Company believes this “Rule of 70” appropriately recognizes and balances an employee’s age and tenure with the Company, while the requirement to provide at least six months prior written notice of retirement further facilitates the Company’s succession planning process. The continued vesting and payout is also subject to a retiree’s compliance with customary restrictive covenants, including non-solicitation and non-competition provisions, during the original vesting period of the award. In addition, the PSUs that may ultimately be earned by a qualified retiree remain subject to actual achievement of the relative TSR vesting conditions determined following the end of the applicable performance period. |

  102. Recent Equity Award Design Changes

    For a further discussion of the new retirement provisions, as well as the treatment of outstanding long term equity-based incentive awards in the event of a Named Executive Officer’s termination of employment or in the event of the occurrence of a change in control, please see the section below titled “Executive Compensation—Potential Payments Upon Termination or a Change of Control.” In connection with the annual long term equity-based compensation grants for the 2026 fiscal year, in February 2026, the Compensation Committee determined to utilize the same award mix for its Named Executive Officers as in 2025, with one-half of the annual grant in the form of RSUs and the other one-half of the annual grant in the form of PSUs, with two

  103. Recent Equity Award Design Changes

    | Magnolia Oil & Gas | 43 | 2026 Proxy Statement |

  104. Recent Equity Award Design Changes

    adjustments to the payout opportunity design for the PSUs to further align with stockholder interests, industry compensation practices, and our investor value proposition. As part of a holistic review of our PSU program, the Compensation Committee approved the following adjustments:

  105. Recent Equity Award Design Changes

    | ◾ | Maximum Payout Opportunity for 2026 PSUs: For PSUs granted in 2026, the Compensation Committee increased the maximum payout for new awards from 150 percent to 200 percent of the target number of PSUs awarded to better align with the maximum payout opportunity within the Compensation Peer Group. In light of the higher maximum earning opportunity, we increased the performance requirement to receive a maximum payout from the 80th percentile to the 85th percentile. |

  106. Recent Equity Award Design Changes

    | ◾ | Target Performance Requirement for 2026 PSUs: For the 2026 PSU awards, the Company also increased the performance requirement to receive a target payout from the 50th percentile to the 55th percentile. |

  107. Recent Equity Award Design Changes

    | ◾ | TSR Payout Cap for 2024, 2025 and 2026 PSUs: The Company’s business model and investor value proposition is built on a conservative balance sheet that allows Magnolia to drive strong performance through the business cycle. As a result, our stock price and financial performance will typically outperform our industry peers during periods of flat and/or declining commodity prices, which, in turn, provides less opportunity to rebound when commodity prices recover. The Company’s conservative business profile, when combined with an absolute TSR payout cap on performance equity awards, could contribute to situations in which the Company’s outperformance during periods of declining stock price results in PSUs being capped at target without a corresponding opportunity to outperform in periods of rebounding stock prices. This could encourage the executive team to pursue a riskier or more leveraged business strategy. In light of this, for PSUs granted in 2026 as well as outstanding 2024 and 2025 PSU awards, the Compensation Committee removed the absolute TSR payout cap from these awards. |

  108. Recent Equity Award Design Changes

    The Compensation Committee retains broad discretion under the Long Term Incentive Plan and the award agreements governing outstanding PSU awards to limit payouts under such awards in the future as part of its TSR certification process if the facts and circumstances at the time warrant such a decision.

  109. Performance of 2023 PSU Awards

    Performance of 2023 PSU Awards With respect to the Company’s 2023 PSUs with a performance period that ended December 31, 2025, the Compensation Committee certified on February 5, 2026 that the Company’s relative TSR performance for that period placed Magnolia in the 74th percentile compared to the applicable TSR Peer Group, with an absolute TSR of 2.8 percent, resulting in 140.46 percent of the target award being earned. Additional information regarding the Named Executive Officers’ outstanding equity awards as of December 31, 2025 can be found in the section below titled “Executive Compensation—Outstanding Equity Awards at 2025 Fiscal Year-End.”

  110. Severance and Change in Control Benefits

    Severance and Change in Control Benefits We have not entered into any employment agreements with our Named Executive Officers. We maintain both a severance and change in control plan for officers of the Company at the Vice President level and above, called the Magnolia Oil & Gas Corporation Executive Severance and Change in Control Plan (the “Executive Severance Plan”), and a broad-based severance plan for all other full-time employees of the Company. The Board believes that the plans are a valuable addition to the Company’s comprehensive compensation and benefits package and assist in retaining a dedicated and cohesive workforce by mitigating uncertainty. The Board also believes that the Executive Severance Plan helps us to maintain market-competitive compensation and benefits for our management team, as most of Magnolia’s peers and employers across the broader industry maintain formal arrangements providing cash severance payments in various scenarios. In adopting the market-based plans and making determinations regarding the payment and benefit levels and triggering events addressed, Magnolia consulted with FW Cook and its outside legal advisers to ensure the benefits provided are competitive for its industry and commensurate with those provided at peer companies. Magnolia believes that post-termination payments and benefits, including those provided in connection with a change in control, are important in aligning management’s interests with those of stockholders and permit management to focus their attention and energy on making the best objective business decisions that are in the interest of the Company without allowing personal considerations related to possible job loss to cloud the decision-making process. The Executive Severance Plan does not provide for any single trigger payments or benefits solely upon the occurrence of a change in control. In addition, all of our long term equity-based incentive awards provide for double trigger vesting acceleration in connection with a change in control, except in certain limited situations such as when the successor company or its parent fails to assume outstanding awards. In the event of certain qualifying terminations of employment not in connection with or occurring during a specified period following a change in control, severance payments and benefits are provided under the Executive Severance Plan at a reduced level and any accelerated vesting of outstanding equity awards occurs only on a pro-rata basis reflecting the officer’s period of service with Magnolia. Please see “Executive Compensation—Potential Payments Upon Termination or a Change of Control” for more information regarding these arrangements.

  111. Severance and Change in Control Benefits

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  112. Clawback Policy

    misconduct or fraudulent activity and, in either case, a lower incentive payment would have been made to the executive officer based upon the restated financial results. We maintain the Magnolia Oil & Gas Corporation Clawback Policy (the “Clawback Policy”) in compliance with the final clawback rules adopted by the SEC to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the related NYSE listing standards. In accordance with the terms of the Clawback Policy, in the event the Company is required to prepare an accounting restatement, the Compensation Committee will require recoupment of any overpayment of applicable incentive-based compensation “received” (as defined in the Clawback Policy) by a covered executive during the three completed fiscal years immediately preceding the accounting restatement date. The Clawback Policy provides the Compensation Committee with discretion to determine the method or methods for recouping any overpayment, including through reimbursement, recovery of gains, offset, cancellation of equity awards, or taking other remedial or recovery actions permitted by law. Our Long Term Incentive Plan provides that all plan awards may be subject to our written clawback policies, including the Clawback Policy, and any such policy may subject awards (and amounts paid or realized with respect to awards) to reduction, cancelation, forfeiture or recoupment. Long term equity-based incentive awards granted to our Named Executive Officers also specifically provide that, to the extent required by applicable law or any Board policy, shares of stock issued under those awards, along with any gains realized, are subject to forfeiture, repurchase, recoupment and cancellation. Certain equity awards also provide that, in the event an individual’s employment is terminated for “Cause,” all unpaid amounts, whether or not vested, subject to such award will terminate automatically and be forfeited. For these purposes, the applicable definition of Cause includes the individual’s material breach of Magnolia’s Code of Business Conduct and Ethics, conviction of a felony or a crime involving moral turpitude, and other bad acts described more fully in the “Executive Compensation—Potential Payments Upon Termination or a Change of Control—Applicable Definitions” section of this proxy statement.

  113. Compensation Risk Assessment

    | ◾ | There is an appropriate balance between fixed and variable pay, cash and equity, and short and long term incentives. |

  114. Compensation Risk Assessment

    | ◾ | Our compensation programs are designed to appropriately mitigate risk because (i) all employees have the same compensation structure that is aligned with the risk profile and compensation strategy of the Company, with capped earning opportunities, (ii) the annual bonus is based on metrics that tie to the Company’s business model and strategy and all employees are paid out of the same incentive bonus pool, (iii) we grant long term equity-based compensation awards annually that vest over multiple years, and (iv) all elements of compensation are evaluated based on market competitive practices. |

  115. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth information with respect to the compensation of our Named Executive Officers for the years ended December 31, 2023, December 31, 2024, and December 31, 2025:

  116. 2025 Summary Compensation Table

    | | | | | | Non-Equity | | | | | | | | Stock | Incentive Plan | All Other | | | Name and Principal | | Salary | Bonus | Awards | Compensation | Compensation | Total | | Position | Year | ($) | ($) | ($) (1) | ($) (2) | ($) (3) | ($) | | Christopher G. Stavros | 2025 | $870,192 | — | $4,314,309 | $1,480,500 | $28,000 | $6,693,001 | | President, Chief Executive | 2024 | $826,539 | — | $6,130,110 | $1,377,000 | $27,600 | $8,361,249 | | Officer, and Chairman | 2023 | $722,615 | — | $3,692,755 | $1,015,600 | $26,400 | $5,457,370 | | of the Board | | | | | | | | | Brian M. Corales | 2025 | $537,762 | — | $1,553,141 | $686,300 | $28,000 | $2,805,203 | | Senior Vice President and | 2024 | $497,539 | — | $2,554,185 | $637,900 | $27,600 | $3,717,224 | | Chief Financial Officer | 2023 | $379,373 | — | $1,078,134 | $391,100 | $26,400 | $1,875,007 | | Timothy D. Yang | 2025 | $537,762 | — | $1,553,141 | $686,300 | $28,000 | $2,805,203 | | Executive Vice President, | 2024 | $521,192 | — | $1,787,921 | $637,900 | $27,600 | $2,974,613 | | Chief Legal and Commercial Officer, | 2023 | $501,450 | $25,300 | $1,684,209 | $587,300 | $26,400 | $2,824,659 | | Corporate Secretary and Land | | | | | | | |

  117. 2025 Summary Compensation Table

    | (1) The amounts shown for 2025 reflect the full aggregate grant date fair value of stock-based awards granted during 2025, computed in accordance with FASB ASC Topic 718, determined without regard to forfeitures, and do not reflect the actual value that may be recognized by each Named Executive Officer. On February 12, 2025, the Named Executive Officers received the following annual grants: (a) time-based RSUs with a grant date fair value per share of $22.98, which is the closing price of our Common Stock on the grant date, and (b) PSUs subject to both continued service and performance vesting conditions. The PSUs are considered to be subject to market conditions as defined in FASB ASC Topic 718 and have a grant date fair value, determined as of the grant date using a Monte Carlo simulation based on the probable outcome of achieving the performance target, of $19.87 per share. For assumptions made in the valuation of the awards reported in this column, see also Note 12—Stock Based Compensation to our audited financial statements included in our 2025 Form 10-K. For a further description of these awards, see “Compensation Discussion and Analysis—2025 Compensation Decisions—Long Term Equity-Based Compensation.” |

  118. 2025 Summary Compensation Table

    Each of the Named Executive Officers’ outstanding equity awards were modified during 2025, as further described in the section above entitled “Compensation Discussion and Analysis—2025 Compensation Decisions—Long Term Equity-Based Compensation—Recent Equity Award Design Changes.” With respect to such modified awards held by our Named Executive Officers, there was no “incremental fair value” under FASB ASC Topic 718 associated with the modification.

  119. 2025 Summary Compensation Table

    | (2) The amounts shown for 2025 reflect bonus payments earned in 2025 and paid to the Named Executive Officers in March 2026 pursuant to our 2025 Bonus Program, which amounts were determined based on achievements with respect to certain quantitative and qualitative performance objectives. See “Compensation Discussion and Analysis—2025 Compensation Decisions—Annual Incentive Program” for more information regarding the 2025 Bonus Program. |

  120. 2025 Summary Compensation Table

    | (3) For 2025, “All Other Compensation” includes Company-paid 401(k) plan matching and non-elective contributions. The aggregate annual amount paid by the Company with respect to any perquisites or other personal benefits to any Named Executive Officer is less than $10,000 per individual officer, and therefore such amounts are not included in the table. |

  121. 2025 Summary Compensation Table

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  122. Grants of Plan-Based Awards for the 2025 Fiscal Year

    Grants of Plan-Based Awards for the 2025 Fiscal Year The following table sets forth information concerning grants of plan-based awards to the Named Executive Officers during the 2025 fiscal year for services performed in 2025. For a further description of these awards, including performance and service vesting conditions, see “Compensation Discussion and Analysis—2025 Compensation Decisions—Annual Incentive Program” and “—Long Term Equity-Based Compensation.”

  123. Grants of Plan-Based Awards for the 2025 Fiscal Year

    | | | Estimated Possible Payouts | | | Estimated Future Payouts | | | | | | | | Under Non-Equity Incentive Plan | | | Under Equity Incentive Plan | | | | | | | | Awards (1) | | | Awards (2) | | | | | | | | | | | | | | All Other | | | | | | | | | | | Stock Awards: | Grant | | | | | | | | | | Number of Shares | Date Fair | | | | | | | | | | of Stock or | Value of | | | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Stock Awards | | Name | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#)(3) | ($)(4) | | Christopher G. | | $354,375 | $1,575,000 | $1,575,000 | — | — | — | — | — | | Stavros | 2/12/2025 | — | — | — | 50,342 | 100,684 | 151,026 | — | $2,000,591 | | | 2/12/2025 | — | — | — | — | — | — | 100,684 | $2,313,718 | | Brian M. | | $164,268 | $730,080 | $730,080 | — | — | — | — | — | | Corales | 2/12/2025 | — | — | — | 18,123 | 36,246 | 54,369 | — | $720,208 | | | 2/12/2025 | — | — | — | — | — | — | 36,246 | $832,933 | | Timothy D. | | $164,268 | $730,080 | $730,080 | — | — | — | — | — | | Yang | 2/12/2025 | — | — | — | 18,123 | 36,246 | 54,369 | — | $720,208 | | | 2/12/2025 | — | — | — | — | — | — | 36,246 | $832,933 |

  124. Grants of Plan-Based Awards for the 2025 Fiscal Year

    | (1) Reflects possible cash payouts under our 2025 Bonus Program, which is administered pursuant to our Long Term Incentive Plan and is described in further detail in “Compensation Discussion and Analysis—2025 Compensation Decisions—Annual Incentive Program.” |

  125. Grants of Plan-Based Awards for the 2025 Fiscal Year

    There is no “Target” payout level under the 2025 Bonus Program; however, the “Target” level reported in this table reflects each Named Executive Officer’s maximum bonus goal percentage multiplied by the officer’s annual salary rate in effect on December 31, 2025 and is also the “Maximum” possible total bonus payment that each Named Executive Officer could receive under the 2025 Bonus Program, referred to as the total annual bonus opportunity. In other words, payouts under the 2025 Bonus Program can range from 0 percent up to 100 percent of a Named Executive Officer’s total annual bonus opportunity if performance meets or exceeds the maximum possible performance level for all performance metrics. Each of the three quantitative performance measures under the 2025 Bonus Program—Operating Margin, Free Cash Flow Percentage, and Net Debt to EBITDAX—comprises 25 percent of the total annual bonus opportunity and includes a range of performance outcomes between specified minimum and maximum performance levels, along with a corresponding payout range. Please see the “Performance Outcomes” table in the section titled “Compensation Discussion and Analysis—2025 Compensation Decisions—Annual Incentive Program” for information on the applicable minimum performance levels and corresponding minimum payout levels that apply with respect to each of the three quantitative measures (for example, for the Operating Margin component, if the 20 percent minimum performance level was attained, then 30 percent of the potential payout amount attributable to that component (i.e., 25 percent of the total annual bonus opportunity) would be earned—specifically, 7.5 percent of the total bonus opportunity). The aggregate amount that may be earned by each Named Executive Officer if only the minimum specified performance level for each of the three quantitative performance measures is attained is reported in the “Threshold” column above as the minimum amount payable for a certain level of performance under the plan. However, payouts less than the “Threshold” amount reported could be paid under the 2025 Bonus Program if at least minimum performance was attained for some but not all of the quantitative components. No amount will be paid with respect to any quantitative component of the award if the minimum specified performance level for that component is not achieved. If the maximum specified performance level for a quantitative component is achieved or exceeded, then the maximum amount attributable to that component will be paid. For actual performance outcomes falling within the minimum and maximum specified performance levels for each of the quantitative components, the Compensation Committee determines the actual payout amount for that component using linear interpolation between the minimum and maximum potential payment amounts or, in the case of the Free Cash Flow Percentage metric, using linear interpolation within specified payout brackets. There are no specified performance levels with respect to the qualitative performance objective portion, which comprises 25 percent of the award. The amounts actually paid to the Named Executive Officers for 2025 with respect to the 2025 Bonus Program are disclosed in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column.

  126. Grants of Plan-Based Awards for the 2025 Fiscal Year

    | Magnolia Oil & Gas | 49 | 2026 Proxy Statement |

  127. Grants of Plan-Based Awards for the 2025 Fiscal Year

    | (2) Reflects the potential number of PSUs that may be earned with respect to the PSUs granted to the Named Executive Officers in 2025 under our Long Term Incentive Plan, which awards are subject to both continued service and performance vesting conditions. The Named Executive Officers may earn from 0 percent to 150 percent of the target award based on our cumulative stockholder return relative to the TSR Peer Group for the performance period beginning January 1, 2025, and ending on December 31, 2027, with vesting occurring subject to continued employment or service through the date of settlement of the award. The “Threshold” level reported in this table is based on the lowest possible earned amount of 50 percent of target, although the minimum potential payout is zero. The “Maximum” level reported is based on the highest possible earned amount of 150 percent of target. Linear interpolation is used between the Threshold, Target, and Maximum potential payout amounts. The Named Executive Officers are eligible to receive cash dividend equivalents with respect to the target number of outstanding PSUs they hold that have not been forfeited or settled as of any dividend record date, which are paid at the same time the Company pays the related dividends to its stockholders. If PSUs in excess of the target number are ultimately earned due to satisfaction of the applicable performance conditions, then an additional dividend equivalent amount will be paid at the time the PSUs are settled to account for the dividend amounts that would have been paid on the additional earned PSUs. Under the terms of the 2025 PSUs, 50 percent of the earned PSUs will be settled in shares of Company stock and 50 percent of the earned PSUs will be settled in cash in an amount, for each such earned PSU, equal to the average closing price of the Company’s stock as measured over the 20 day period ending on the date of the Compensation Committee’s certification of the level of achievement of the performance criteria. |

  128. Grants of Plan-Based Awards for the 2025 Fiscal Year

    | (3) Reflects the number of RSUs granted to the Named Executive Officers in 2025 under our Long Term Incentive Plan, which awards are subject to continued service vesting conditions. These RSUs vest in substantially equal one-third installments on the first, second, and third anniversaries of March 1, 2025, which is the vesting commencement date. The Named Executive Officers are eligible to receive cash dividend equivalents with respect to outstanding RSUs they hold that have not been forfeited or settled as of any dividend record date, which are paid at the same time the Company pays the related dividends to its stockholders. |

  129. Grants of Plan-Based Awards for the 2025 Fiscal Year

    | (4) Reflects the full aggregate grant date fair value of stock-based awards granted during 2025, computed in accordance with FASB ASC Topic 718, determined without regard to forfeitures, and does not reflect the actual value that may be recognized by each Named Executive Officer. For the PSUs, which are considered to be subject to market conditions as defined in FASB ASC Topic 718, the grant date fair value per share was determined using a Monte Carlo simulation based on the probable outcome of achieving the performance target, and is $19.87 per share. For the RSUs, the grant date fair value was based on a per share price of $22.98, which is the closing price of our Common Stock on the grant date. For assumptions made in the valuation of the awards, see also Note 12—Stock Based Compensation to our audited financial statements included in our 2025 Form 10-K. |

  130. Grants of Plan-Based Awards for the 2025 Fiscal Year

    Each of the Named Executive Officers’ outstanding equity awards were modified during 2025, as further described in the section above entitled “Compensation Discussion and Analysis—2025 Compensation Decisions—Long Term Equity-Based Compensation—Recent Equity Award Design Changes.” With respect to such modified awards held by our Named Executive Officers, there was no “incremental fair value” under FASB ASC Topic 718 associated with the modification.

  131. Grants of Plan-Based Awards for the 2025 Fiscal Year

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  132. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information about our Named Executive Officers’ outstanding equity awards at December 31, 2025. See also “—Potential Payments Upon Termination or a Change of Control” for additional information regarding the treatment of these awards upon certain terminations of employment or the occurrence of a change in control.

  133. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Stock Awards | | | | | | | | | | Equity Incentive | | | | | | Equity Incentive | Plan Awards: | | | | | | Plan Awards: | Market or Payout | | | | Number of Shares | Market Value of | Number of Unearned | Value of Unearned | | | | or Units of Stock | Shares or Units | Shares, Units or Other | Shares, Units or Other | | | | That Have | of Stock That | Rights That Have | Rights That Have | | | Grant | Not Vested | Have Not Vested | Not Vested | Not Vested | | Name | Date | (#) | ($) (7) | (#) | ($) (7) | | Christopher G. Stavros | 2/16/2022 | 300(1) | $6,567 | — | — | | | 2/13/2023 | 134,377(2) | $2,941,513 | — | — | | | 2/13/2024 | 98,571(3) | $2,157,719 | 221,784(4) | $4,854,852 | | | 2/12/2025 | 100,684(5) | $2,203,973 | 100,684(6) | $2,203,973 | | Brian M. Corales | 2/16/2022 | 300(1) | $6,567 | — | — | | | 2/13/2023 | 39,233(2) | $858,810 | — | — | | | 2/13/2024 | 41,071(3) | $899,044 | 92,409(4) | $2,022,833 | | | 2/12/2025 | 36,246(5) | $793,425 | 36,246(6) | $793,425 | | Timothy D. Yang | 2/16/2022 | 300(1) | $6,567 | — | — | | | 2/13/2023 | 61,287(2) | $1,341,572 | — | — | | | 2/13/2024 | 28,750(3) | $629,338 | 64,686(4) | $1,415,977 | | | 2/12/2025 | 36,246(5) | $793,425 | 36,246(6) | $793,425 |

  134. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) Reflects RSUs granted to each Named Executive Officer on February 16, 2022, of which 300 RSUs subject to each award remained unvested as of December 31, 2025. These RSUs vested or vest in four equal installments on March 1, 2023, 2024, 2025, and 2026, subject to continued service through the vesting dates. |

  135. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (2) Includes the following awards: |

  136. Outstanding Equity Awards at 2025 Fiscal Year-End

    | a. | RSUs granted to each Named Executive Officer on February 13, 2023, of which the following amounts remained unvested as of December 31, 2025: (i) 25,774 RSUs for Mr. Stavros, (ii) 7,525 RSUs for Mr. Corales, and (iii) 11,755 RSUs for Mr. Yang. These RSUs vested or vest in three substantially equal installments on March 1, 2024, 2025, and 2026, subject to continued service through the vesting dates. |

  137. Outstanding Equity Awards at 2025 Fiscal Year-End

    | b. | PSUs granted to each Named Executive Officer on February 13, 2023, in the following target award amounts: (i) 77,319 target PSUs for Mr. Stavros, (ii) 22,574 target PSUs for Mr. Corales, and (iii) 35,264 target PSUs for Mr. Yang. Under the terms of these PSUs, a Named Executive Officer could earn from 0 percent to 150 percent of the target award based on our cumulative stockholder return relative to the TSR Peer Group for the performance period beginning January 1, 2023 and ending on December 31, 2025, with vesting occurring subject to continued employment or service through the date of settlement of the award. On February 5, 2026, the Compensation Committee certified that our performance as of December 31, 2025 placed us in the 74th percentile as compared to the TSR Peer Group, with an absolute TSR of 2.8 percent, resulting in 140.46 percent of the target award being earned as of December 31, 2025, and the number of PSUs reported in the table above reflects that result. These PSUs remained subject solely to continued service vesting conditions following December 31, 2025 and were settled in February 2026. |

  138. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (3) Reflects RSUs granted to each Named Executive Officer on February 13, 2024, which vested or vest in three substantially equal installments on March 1, 2025, 2026, and 2027, subject to continued service through the vesting dates. |

  139. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (4) Reflects PSUs granted to each Named Executive Officer on February 13, 2024, all of which remained unvested as of December 31, 2025, in the following target amounts: (i) 147,856 target PSUs for Mr. Stavros, (ii) 61,606 target PSUs for Mr. Corales, and (iii) 43,124 target PSUs for Mr. Yang. Under the terms of these PSUs, a Named Executive |

  140. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Magnolia Oil & Gas | 51 | 2026 Proxy Statement |

  141. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Officer could earn from 0 percent to 150 percent of the target award granted based on our cumulative stockholder return relative to the TSR Peer Group for the performance period beginning January 1, 2024, and ending on December 31, 2026, with vesting occurring subject to continued employment or service through the date of settlement of the award. Pursuant to SEC rules, the number of PSUs reported in the table above reflects 150 percent of the target number of awarded PSUs, which is the maximum performance level, determined based on our relative TSR performance for the performance period, assuming such period ended on December 31, 2025. If the performance period for these awards ended on December 31, 2025, our performance would place us in the 84th percentile as compared to the TSR Peer Group, which would result in a payout of 150 percent of target. The number of PSUs ultimately earned based on actual performance over the full performance period may be significantly different than the reported amount. |

  142. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (5) Reflects the total number of RSUs granted to each Named Executive Officer on February 12, 2025, all of which remained unvested as of December 31, 2025. These RSUs vested or vest in three substantially equal installments on March 1, 2026, 2027, and 2028, subject to continued service through the vesting dates. |

  143. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (6) Reflects PSUs granted to each Named Executive Officer on February 12, 2025, all of which remained unvested as of December 31, 2025, in the following target amounts: (i) 100,684 target PSUs for Mr. Stavros, (ii) 36,246 target PSUs for Mr. Corales, and (iii) 36,246 target PSUs for Mr. Yang. Under the terms of these PSUs, a Named Executive Officer could earn from 0 percent to 150 percent of the target award granted based on our cumulative stockholder return relative to the TSR Peer Group for the performance period beginning January 1, 2025, and ending on December 31, 2027, with vesting occurring subject to continued employment or service through the date of settlement of the award. Pursuant to SEC rules, the number of PSUs reported in the table above reflects 100 percent of the target number of awarded PSUs, which is the next higher performance level (target) based on our relative TSR performance for the performance period, assuming such period ended on December 31, 2025. If the performance period for these awards ended on December 31, 2025, our performance would place us in the 44th percentile as compared to the TSR Peer Group, which would result in a payout of 85 percent of target. The number of PSUs ultimately earned based on actual performance over the full performance period may be significantly different than the reported amount. |

  144. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (7) Calculated by multiplying the number of RSUs or PSUs, as applicable, reported in the preceding column by the closing price of our Common Stock on the NYSE on December 31, 2025 (the last trading day of fiscal year 2025), which was $21.89. Under the terms of the outstanding PSUs, 50 percent of the earned PSUs are settled in shares of Company stock and 50 percent of the earned PSUs are settled in cash in an amount, for each such earned PSU, equal to the average closing price of the Company’s stock as measured over the 20 day period ending on the date of the Compensation Committee’s certification of the level of achievement of the performance criteria. |

  145. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Magnolia Oil & Gas | 52 | 2026 Proxy Statement |

  146. Stock Vested in the 2025 Fiscal Year

    Stock Vested in the 2025 Fiscal Year The following table contains information regarding the vesting during 2025 of RSUs and PRSUs previously granted to our Named Executive Officers. The Company does not grant stock options and, therefore, no stock options were exercised by our Named Executive Officers during 2025.

  147. Stock Vested in the 2025 Fiscal Year

    | | Stock Awards | | | | Number of Shares | Value Realized on | | | Acquired on Vesting | Vesting | | Name | (#)(1) | ($)(2) | | Christopher G. Stavros | 144,459 | $3,251,375 | | Brian M. Corales | 36,318 | $812,734 | | Timothy D. Yang | 75,182 | $1,698,812 |

  148. Stock Vested in the 2025 Fiscal Year

    | (1) Reflects the gross number of shares acquired upon vesting of RSUs and PRSUs during 2025, without reduction for any shares withheld to satisfy applicable tax obligations. In addition, includes the following gross number of shares subject to cliff-vesting PRSUs that were settled in cash during 2025: (a) for Mr. Stavros, 26,062 PRSUs, (b) for Mr. Corales, 3,134 PRSUs, and (c) for Mr. Yang, 18,432 PRSUs. |

  149. Stock Vested in the 2025 Fiscal Year

    | (2) Represents the value of RSUs and PRSUs that vested during 2025. For each vesting stock award included in the table above, the vesting date was March 1, 2025. For RSUs and PRSUs settled in stock, the amount reported in this column was calculated by multiplying (a) the number of RSUs or PRSUs that vested, by (b) the closing price of our Common Stock on the applicable vesting date or, if the vesting date was not a NYSE trading day, the next trading day (specifically, a per share price of $22.26 was used, which was the closing price of our stock on March 3, 2025, since March 1, 2025 was not a trading day). |

  150. Stock Vested in the 2025 Fiscal Year

    With respect to cliff-vesting PRSUs that vested during 2025, 50 percent of the total award amount was settled in cash on the vesting date in an amount, for each such earned PRSU, equal to the average closing price of the Company’s stock as measured over the 20 day period ending on the vesting date. This resulted in the following aggregate amounts that are also included in this column: (i) with respect to Mr. Stavros’s 26,062 cash-settled PRSUs, $615,858 in cash, (ii) with respect to Mr. Corales’s 3,134 cash-settled PRSUs, $74,058 in cash, and (iii) with respect to Mr. Yang’s 18,432 cash-settled PRSUs, $435,557 in cash. All other shares reported in the table above, less the number of shares withheld to satisfy applicable tax obligations, were retained by the Named Executive Officers and were not sold; therefore, the economic value of the reported shares (other than with respect to the shares subject to the cliff-vesting PRSUs settled in cash) has not in fact been realized by any Named Executive Officer, and the Named Executive Officers continue to hold such shares subject to the risk of changes in the value of the shares until such time as they are actually sold or their value is otherwise actually realized.

  151. Pension Benefits

    Pension Benefits We have never sponsored or maintained any defined benefit or actuarial pension plans providing for payments or other benefits at, following, or in connection with retirement.

  152. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We did not have any plan providing for the deferral of compensation by Named Executive Officers on a basis that is not tax qualified during the last completed fiscal year.

  153. Potential Payments Upon Termination or a Change of Control

    Potential Payments Upon Termination or a Change of Control We maintain the Magnolia Oil & Gas Corporation Executive Severance and Change in Control Plan (the “Executive Severance Plan”), which was adopted by the Board effective August 1, 2023. The Executive Severance Plan covers eligible officers, including the Named Executive Officers, and provides for certain potential payments and benefits in connection with specified qualifying terminations of employment. The award agreements governing our outstanding long term equity-based incentive awards also address accelerated vesting of awards in the event of certain qualifying terminations of employment or a Change in Control.

  154. Potential Payments Upon Termination or a Change of Control

    | Magnolia Oil & Gas | 53 | 2026 Proxy Statement |

  155. Potential Payments Upon Termination or a Change of Control

    Please see “Compensation Discussion and Analysis—2025 Compensation Decisions—Long Term Equity-Based Compensation” and “—Other Compensation—Severance and Change in Control Benefits” for additional discussion regarding these arrangements. We have not entered into any employment agreements with our Named Executive Officers, and the only other potential payments or benefits to our Named Executive Officers in connection with a termination of employment or Change in Control are pursuant to non-discriminatory benefit plans generally available to all our salaried employees.

  156. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information:

  157. CEO Pay Ratio

    | | Total Compensation | CEO to Median Employee | | | for 2025 | Pay Ratio | | President, Chief Executive Officer, and Chairman of the Board | $6,693,001(1) | 31.16 to 1 | | Median Employee | $214,806(2) | (for every $1 earned by the Median Employee, our President, Chief Executive Officer, and Chairman of the Board earns $31.16) |

  158. CEO Pay Ratio

    | (1) With respect to the total compensation of our President, Chief Executive Officer, and Chairman of the Board, we used the amount reported for Mr. Stavros for 2025 in the “Total” column of our 2025 Summary Compensation Table included in this proxy statement. |

  159. CEO Pay Ratio

    | (2) Total compensation for 2025 for our Median Employee was calculated by adding together the following elements of such employee’s compensation for fiscal year 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K: (a) the Median Employee’s salary paid during 2025; (b) the Median Employee’s cash bonus compensation for fiscal year 2025; (c) the grant date fair value, calculated in accordance with FASB ASC Topic 718, of RSUs granted to the Median Employee during 2025; and (d) the amount of Company-paid contributions made on the Median Employee’s behalf to our 401(k) plan for 2025. No amounts were included with respect to premiums or other amounts paid by us for health and welfare benefits under our non-discriminatory benefit plans. |

  160. CEO Pay Ratio

    Consistent with Instruction 2 to Item 402(u) of Regulation S-K, for purposes of providing the annual pay ratio disclosure, Magnolia may use the same “median employee” for up to three consecutive years, and calculate and disclose total compensation for that employee each year during the period; provided that, during the last completed fiscal year, there has been no change to the employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. We have reviewed our employee population and employee compensation arrangements for 2025 and believe that there have been no changes that would significantly impact our pay ratio disclosure. As of December 26, 2025 (the last pay date of our most recently completed fiscal year), we determined that our employee population (including all full-time, part-time, temporary, and seasonal employees, but excluding Mr. Stavros as well as any individuals classified by us as independent contractors or leased employees) consisted of 262 individuals located in the United States, representing an insignificant increase in our total employee population for the year of less than 4 percent. As a result, we used the same Median Employee for this 2025 CEO pay ratio disclosure as we did for our 2023 and 2024 CEO pay ratio disclosure. The methodology used to originally identify the median of the annual total compensation of our employees (excluding Mr. Stavros) for purposes of our 2023 CEO pay ratio disclosure was as follows:

  161. CEO Pay Ratio

    | ◾ | As of our selected Median Employee identification date of December 29, 2023 (the last pay date of the year), we determined that our employee population (including all full-time, part-time, temporary, and seasonal employees, other than Mr. Stavros) consisted of 246 individuals located in the United States. We did not include any individuals classified by us as independent contractors or leased employees for payroll tax or employment law purposes as of December 29, 2023. |

  162. CEO Pay Ratio

    | ◾ | We then used the amount of salary and other wages from our payroll records as reported to the Internal Revenue Service in box 5 of Form W-2 for fiscal year 2023, which amount was consistently applied for each of the 246 employees included in the calculation, to rank the compensation of all such employees. In making this determination, we elected to annualize the box 5 compensation (other than any one-time payments) of any full-time or part-time employees who did not work the full fiscal year. We selected as our Median Employee an individual whose applicable Form W-2 compensation was within $687 of the exact median compensation amount. |

  163. CEO Pay Ratio

    The foregoing pay ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and the SEC guidance promulgated thereunder.

  164. CEO Pay Ratio

    | Magnolia Oil & Gas | 60 | 2026 Proxy Statement |

  165. CEO Pay Ratio

    As required by Item 402(v) of Regulation S-K, we are providing the following information:

  166. CEO Pay Ratio

    | | Chazen | | Stavros | | Average | Average | | | | | | | | | | | Summary | Compensation | Value of Initial Fixed $100 | | | | | | | | | | Compensation | Actually Paid | Investment Based on: | | | Company | | | Summary | Compensation | Summary | Compensation | Table Total | to Non-PEO | Company | Peer Group | Company | Selected | | | Compensation | Actually | Compensation | Actually | for Non-PEO | Named | Total | Total | Net Income | Measure: | | | Table | Paid to | Table | Paid to | Named | Executive | Stockholder | Stockholder | (Loss) | Operating | | Year | Total for | PEO 1 | Total for | PEO 2 | Executive | Officers | Return | Return | (in thousands) | Margin | | (1) | PEO 1 | (2) | PEO 2 | (3) | Officers | (4) | (5) | (6) | (7) | (8) | | 2025 | n/a | n/a | $6,693,001 | $6,870,992 | $2,805,203 | $2,873,208 | $340.23 | $243.15 | $337,279 | 33% | | 2024 | n/a | n/a | $8,361,249 | $11,829,952 | $3,322,897 | $3,888,777 | $353.85 | $248.50 | $397,330 | 39% | | 2023 | n/a | n/a | $5,457,370 | $4,321,974 | $2,210,315 | $1,782,860 | $315.38 | $251.01 | $442,604 | 45% | | 2022 | $308,927 | $308,927 | $3,662,058 | $5,922,767 | $1,744,762 | $2,698,019 | $340.05 | $242.38 | $1,050,249 | 63% | | 2021 | $349,162 | $349,162 | n/a | n/a | $2,443,348 | $8,179,867 | $268.77 | $166.74 | $559,716 | 56% |

  167. CEO Pay Ratio

    | (1) We have never sponsored or maintained any defined benefit or actuarial pension plans, and therefore no pension value adjustments were made to the compensation actually paid amounts set forth in this table. To date, we have not granted any option awards to any Named Executive Officer. The Company began paying dividends in 2021. |

  168. CEO Pay Ratio

    Fair value amounts included in the table above and in the following footnotes are computed in accordance with FASB ASC 718 and, for any awards subject to market conditions, the fair value as of a given date was calculated based upon the probable outcome of such conditions as of such date. In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the tables above. For PSUs with a relative TSR metric, the fair values as of each measurement date (prior to the end of the performance period) were determined using a Monte Carlo simulation pricing model, with assumptions and methodologies that are generally consistent with those used to estimate fair value at grant. The range of estimates used in the Monte Carlo calculations are as follows: (a) for PSUs granted in 2019, expected volatility of 87.06 percent and risk-free interest rate of 0.10 percent as of December 31, 2020; (b) for PSUs granted in 2020, (i) expected volatility of 66.73 percent and risk-free interest rate of 0.13 percent as of December 31, 2020, and (ii) expected volatility of 51.94 percent and risk-free interest rate of 0.39 percent as of December 31, 2021; (c) for PSUs granted in 2023, (i) expected volatility of 44.65 percent and risk-free interest rate of 4.13 percent as of December 31, 2023, and (ii) expected volatility of 28.32 percent and risk-free interest rate of 4.08 percent as of December 31, 2024; (d) for PSUs granted in 2024, (i) expected volatility of 31.22 percent and risk-free interest rate of 4.16 as of December 31, 2024, and (ii) expected volatility of 37.60 percent and risk-free interest rate of 3.42 percent as of December 31, 2025; and (e) for PSUs granted in 2025, expected volatility of 33.25 percent and risk-free interest rate of 3.41 percent as of December 31, 2025. For a discussion of the assumptions made in the valuation of these awards at grant, see Note 12—Stock Based Compensation to our audited financial statements included in our 2025 Form 10-K and in our Form 10-Ks for prior years, as applicable.

  169. CEO Pay Ratio

    | (2) Mr. Stephen Chazen, who served as our Chairman, President and Chief Executive Officer from the date of our Business Combination until September 20, 2022, is included as PEO 1 for fiscal years 2022 and 2021. He received no equity awards from the Company during his tenure. As a result, no amounts have been deducted from or added to the Summary Compensation Table Total amounts reported for him in the preceding column, and therefore the compensation actually paid to Mr. Chazen during fiscal years 2022 and 2021 is identical to the Summary Compensation Table total amounts for such fiscal years. |

  170. CEO Pay Ratio

    | Magnolia Oil & Gas | 61 | 2026 Proxy Statement |

  171. CEO Pay Ratio

    | (3) Mr. Stavros was appointed as our President and Chief Executive Officer effective September 21, 2022 and is included as PEO 2 for fiscal years 2022 through 2025. From the Summary Compensation Table Total amount reported for him in the preceding column, the following amounts were deducted and added for him for 2025 as indicated below: |

  172. CEO Pay Ratio

    | | Deducted: | Added: | Added: | Added: | Added: | Subtracted: | Added: | | | | | | Change in | | | | | | | | | | Fair Value | | Change in | Fair Value of | Dollar Value of | | | | | | (from End of | | Fair Value | Prior Years' | any Dividends | | | | | Fair Value | Prior Fiscal | | (from End of | Stock Awards | Paid on | | | | | of Covered | Year) of | | Prior Year) | that Failed to | Unvested Stock | | | | Aggregate | Year Stock | Prior Years’ | Fair Value | of Prior | Meet | Awards during | | | | Grant Date | Awards | Stock | of Covered | Years’ Stock | Applicable | Covered Year | | | | Fair Value of | Outstanding | Awards | Year Stock | Awards that | Vesting | Not Otherwise | | | | Stock Awards | and | Outstanding | Awards that | Vested | Conditions | Included in | | | | Granted | Unvested as | and Unvested | Vested During | during | during the | Total | | | | During the | of End of | as of End of | the Covered | Covered | Covered Year | Compensation | TOTAL | | | Covered | Covered | Covered | Year as of the | Year as of the | at End of | for the | CAP EQUITY | | Year | Year | Year | Year | Vesting Date | Vesting Date | Covered Year | Covered Year | VALUE | | 2025 | $4,314,309 | $4,373,039 | $(152,862) | n/a | $(126,089) | n/a | $398,212 | $4,492,300 |

  173. CEO Pay Ratio

    | (4) For fiscal year 2025, the calculation of the average compensation of non-PEO Named Executive Officers includes compensation information for Messrs. Corales and Yang. For fiscal years 2022 through 2024, the calculation of the average compensation of non-PEO Named Executive Officers includes compensation information for Messrs. Corales, Yang, and Steven Millican, our former Senior Vice President, Operations. In connection with the cessation of Mr. Millican’s employment with the Company effective October 28, 2024, his Total Summary Compensation Table amounts for 2024 include over $1.7 million in severance payments and benefits, and he also received pro-rata vesting of 59,873 shares underlying his outstanding equity awards, with all remaining unvested shares forfeited at the time of his departure from the Company. For fiscal year 2021, the calculation of the average compensation of non-PEO Named Executive Officers includes compensation information for Messrs. Stavros, Yang, and Millican. |

  174. CEO Pay Ratio

    From the Average Summary Compensation Table Total amounts reported in the preceding column, the following average amounts were deducted and added for such individuals for 2025 as indicated below:

  175. CEO Pay Ratio

    | | Deducted: | Added: | Added: | Added: | Added: | Subtracted: | Added: | | | | | | | Fair | | | | | | | | | | Value of | | | | | | | | | Change in | Covered | | | | | | | | | Fair Value | Year | Change in | Fair Value of | Dollar Value of | | | | | | (from End of | Stock | Fair Value | Prior Years' | any Dividends | | | | | Fair Value | Prior Fiscal | Awards | (from End of | Stock Awards | Paid on | | | | | of Covered | Year) of | that | Prior Year) | that Failed to | Unvested Stock | | | | | Year Stock | Prior Years’ | Vested | of Prior | Meet | Awards during | | | | | Awards | Stock | during | Years’ Stock | Applicable | Covered Year | | | | | Outstanding | Awards | the | Awards that | Vesting | Not Otherwise | | | | Aggregate Grant | and | Outstanding | Covered | Vested | Conditions | Included in | | | | Date Fair Value | Unvested as | and Unvested | Year as | during | during the | Total | | | | of Stock Awards | of End of | as of End of | of the | Covered | Covered Year | Compensation | TOTAL | | | Granted During | Covered | Covered | Vesting | Year as of the | at End of | for the | CAP EQUITY | | Year | the Covered Year | Year | Year | Date | Vesting Date | Covered Year | Covered Year | VALUE | | 2025 | $1,553,141 | $1,574,284 | $(50,150) | n/a | $(47,667) | n/a | $144,680 | $1,621,147 |

  176. CEO Pay Ratio

    | (5) Assumes an investment of $100 was made in the Company's Common Stock on December 31, 2020, and measures cumulative total stockholder return (including the reinvestment of dividends) from that date through and including December 31 of the specified year. |

  177. CEO Pay Ratio

    | (6) Assumes an investment of $100 was made in the S&P Oil & Gas Exploration and Production ETF on December 31, 2020, and measures cumulative total stockholder return (including the reinvestment of dividends) from that date through and including December 31 of the specified year. |

  178. CEO Pay Ratio

    | (7) Reflects the Company’s net income reflected in the Company’s audited GAAP financial statements for each specified fiscal year. |

  179. CEO Pay Ratio

    | (8) Reflects the Company’s operating margin for each specified fiscal year. Please refer to “Compensation Discussion and Analysis—2025 Compensation Decisions—Annual Incentive Program” for information regarding how we calculate operating margin. In determining operating margin for purposes of our 2023 Bonus Program and as reported in the table above for 2023, the Compensation Committee excluded approximately $15.7 million related to a proved property impairment related to a natural gas property located in St. Martin Parish, Louisiana. No exclusions were made for any other year included in the table. |

  180. CEO Pay Ratio

    | Magnolia Oil & Gas | 62 | 2026 Proxy Statement |

  181. Relationship Between Compensation Actually Paid to PEO 1 and Performance Measures in PvP Table

    Relationship Between Compensation Actually Paid to PEO 1 and Performance Measures in PvP Table Our former Chairman, President and Chief Executive Officer, Mr. Chazen (PEO 1 in the table above), invested a portion of his personal net worth in shares of our Common Stock, both prior to and in connection with the completion of our Business Combination, and he continued to make periodic investments in our stock during his tenure. Mr. Chazen also agreed to receive base salary amounts from the Company well below the market median for his position and to not participate in our annual cash incentive and long term equity-based compensation programs. Due to his substantial holdings in our Common Stock, the Compensation Committee believes he was appropriately aligned with stockholder interests and motivated to drive successful performance outcomes for our Company. As of September 20, 2022, when his service as Chairman, President and Chief Executive Officer ended, Mr. Chazen held approximately 3.75 percent of our Class A Common Stock. For these reasons, no amount of the compensation actually paid to Mr. Chazen in 2022 and prior years was designed to be linked to Company performance, and there is no relationship between his compensation and the performance measures set forth in the table above.

  182. Compensation Actually Paid and Company Cumulative TSR; Comparison of Company Cumulative TSR and Peer Group Cumulative TSR

    Compensation Actually Paid and Company Cumulative TSR; Comparison of Company Cumulative TSR and Peer Group Cumulative TSR As stated below under “—Tabular List of Performance Measures,” relative total stockholder return is one of the most important performance measures we used to determine compensation actually paid in 2025, although the peer group used to calculate relative TSR for purposes of our PSU awards is different than the industry index included for purposes of the table above. Please see “Compensation Discussion and Analysis—2025 Compensation Decisions—Long Term Equity-Based Compensation” for the description of how we use relative TSR in our executive compensation program.

  183. Compensation Actually Paid and Company Cumulative TSR; Comparison of Company Cumulative TSR and Peer Group Cumulative TSR

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  184. Compensation Actually Paid and Company Net Income

    Compensation Actually Paid and Company Net Income SEC rules require the comparison of compensation actually paid to net income. Due to the impacts of recorded oil and natural gas property impairments on our financial results, we do not believe that reported net income is necessarily reflective of our financial performance in any given period. Further, the Company does not use net income to determine compensation or incentive plan payouts.

  185. Compensation Actually Paid and Company Operating Margin

    Compensation Actually Paid and Company Operating Margin

  186. Compensation Actually Paid and Company Operating Margin

    | (1) Excludes for 2023, approximately $15.7 million related to a proved property impairment related to a natural gas property located in St. Martin Parish, Louisiana. No exclusions were made for 2021, 2022, 2024, or 2025. |

  187. Compensation Actually Paid and Company Operating Margin

    | Magnolia Oil & Gas | 64 | 2026 Proxy Statement |

  188. Compensation Actually Paid and Company Operating Margin

    The Company chose operating margin as its Company Selected Measure for purposes of these disclosures, as operating margin has comprised a significant portion of the potential bonus amounts that may be earned by the Named Executive Officers under our annual short term incentive program for fiscal years 2021 through 2025. Specifically:

  189. Compensation Actually Paid and Company Operating Margin

    | | | | | Bonus Amount Attributable | | | Weighting of Operating | | Operating Margin | to Operating Margin Earned | | Year | Margin Component | Goal | Results (1) | and Funded | | 2025 | 25% | 20% (minimum) and 40% (maximum) | 33% | 76% | | 2024 | 25% | 30% (minimum) and 50% (maximum) | 39% | 61% | | 2023 | 40% | 30% (minimum) and 50% (maximum) | 45% | 83% | | 2022 | 50% | 30% (minimum) and 50% (maximum) | 63% | 100% | | 2021 | 50% | 25% (minimum) and 50% (maximum) | 56% | 100% |

  190. Compensation Actually Paid and Company Operating Margin

    | (1) Excludes for 2023, approximately $15.7 million related to a proved property impairment related to a natural gas property located in St. Martin Parish, Louisiana. No exclusions were made for 2021, 2022, 2024, or 2025. When the Compensation Committee set the performance goal for the Operating Margin component for 2025, it adjusted the performance level range to better align with the projected range of outcomes under various commodity price scenarios to address continued market volatility. |

  191. Compensation Actually Paid and Company Operating Margin

    Magnolia believes this metric is an important indicator of the Company’s overall financial performance and its goal of generating capital efficiency and returns to align with stockholder interests and our communicated strategic priorities. Please refer to our “Compensation Discussion and Analysis—2025 Compensation Decisions—Annual Incentive Program” for a further description of how we use operating margin in our executive compensation program.

  192. Tabular List of Performance Measures

    | Most Important Performance Measures to Determine 2025 Compensation Actually Paid | | Operating Margin | | Free Cash Flow Percentage | | Net Debt to EBITDAX | | Relative Total Stockholder Return |

  193. Director Nominees and Other Stockholder Proposals for the 2027 Annual Meeting

    Director Nominees and Other Stockholder Proposals for the 2027 Annual Meeting All director nominations and stockholder proposals for consideration at the 2027 Annual Meeting of Stockholders must be submitted in writing to our Corporate Secretary at our principal executive offices at Nine Greenway Plaza, Suite 1300, Houston, Texas 77046. Timing and other requirements are summarized below, and additional detail can be found in our Bylaws and/or certain rules adopted by the SEC, as applicable.

  194. Director Nominees and Other Business Not for Inclusion in our Proxy Statement (Advance Notice Bylaws)

    Director Nominees and Other Business Not for Inclusion in our Proxy Statement (Advance Notice Bylaws) Under our Bylaws, and as SEC regulations permit, you must follow certain notice and other procedures to nominate a person for election as a director or to introduce an item of business at a meeting of our stockholders. For our 2027 Annual Meeting of Stockholders, we must receive such notice no earlier than the close of business on January 8, 2027 and no later than the close of business on February 7, 2027. If circumstances change and we hold the 2027 Annual Meeting of Stockholders more than 30 days before or more than 60 days after the one-year anniversary date of the Annual Meeting, which we do not currently expect, any notice must be received no earlier than the close of business on the 120th day before the meeting and no later than the later of (i) the close of business on the 90th day before the meeting or (ii) the close of business on the 10th day following the day on which public announcement of the date of the Annual Meeting of Stockholders was first made. If we hold a special meeting, we must receive the notice no later than the close of business on the 10th day following the day on which public announcement of the date of the meeting is first made. The notice is required to contain certain information set forth in our Bylaws about the nominee or the proposed business, as applicable, and the stockholder making the nomination or proposal. We will disregard any nomination or proposal that does not comply with these requirements.