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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 5, 2026
Magnolia Oil & Gas Corporation
(Exact name of registrant as specified in its charter)
Delaware001-3808381-5365682
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
Nine Greenway Plaza, Suite 1300
Houston, Texas 77046
(Address of principal executive offices, including zip code)
(713) 842-9050
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.0001 Per ShareMGYNew York Stock Exchange



Item 2.02    Results of Operations and Financial Condition.

On February 5, 2026, Magnolia Oil & Gas Corporation (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing its financial and operational results for the fourth quarter and full-year ended December 31, 2025.
The information furnished pursuant to this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 7.01    Regulation FD Disclosure

On February 5, 2026, the Company provided information in an earnings presentation on its website, www.magnoliaoilgas.com, regarding its financial and operational results for the fourth quarter and full-year ended December 31, 2025.
The earnings presentation, which is attached hereto as Exhibit 99.2, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit
NumberDescription
99.1
99.2
104Cover Page Interactive Data File (formatted as inline XBRL)






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MAGNOLIA OIL & GAS CORPORATION
Date: February 5, 2026
By:       /s/ Timothy D. Yang
Name:  Timothy D. Yang
Title:    Executive Vice President,
             General Counsel, Corporate Secretary and Land

2
Exhibit 99.1
Magnolia Oil & Gas Corporation Announces 2025 Fourth Quarter and Year End Results

HOUSTON, TX, February 5, 2026 - Magnolia Oil & Gas Corporation (“Magnolia,” “we,” “our,” or the “Company”) (NYSE: MGY) today announced its financial and operational results for the fourth quarter and full year 2025.

Fourth Quarter 2025 Summary Financial Results:
(In millions, except per share data)
For the
Quarter Ended
December 31, 2025
For the
Quarter Ended
December 31, 2024
Percentage increase (decrease)
Net income$71.4 $88.7 (20)%
Adjusted net income (1)
71.4 95.4 (25)%
Earnings per share - diluted0.37 0.44 (16)%
Adjusted EBITDAX (1)
215.7 235.8 (9)%
Capital expenditures - D&C116.5 131.6 (11)%
Average daily production (Mboe/d)103.8 93.1 11 %
Cash balance as of period end$266.8 $260.0 %
Diluted weighted average total shares outstanding (2)
188.0 196.2 (4)%


Full Year 2025 Summary Financial Results:
(In millions, except per share data)
For the
Year Ended
December 31, 2025
For the
Year Ended
December 31, 2024
Percentage increase (decrease)
Net income$337.3 $397.3 (15)%
Adjusted net income (1)
335.7 400.9 (16)%
Earnings per share - diluted1.73 1.94 (11)%
Adjusted EBITDAX (1)
906.1 953.3 (5)%
Capital expenditures - D&C460.7 477.0 (3)%
Average daily production (Mboe/d)99.8 89.7 11 %
Cash balance as of period end$266.8 $260.0 %
Diluted weighted average total shares outstanding (2)
191.1 200.0 (4)%



Fourth Quarter and Full Year 2025 Highlights:

Fourth quarter and full year 2025 total net income was $71.4 million and $337.3 million, respectively, and total adjusted net income(1) was $71.4 million and $335.7 million, respectively, and providing full year operating income margins of 33%. The diluted weighted average shares outstanding(2) for the fourth quarter and full year 2025 was 188.0 million and 191.1 million, respectively, representing a year-over-year decline of 4% for both periods.

Adjusted EBITDAX(1) was $215.7 million during the fourth quarter of 2025, with drilling and completions (“D&C”) capital of $116.5 million. Adjusted EBITDAX for the full year 2025 was $906.1 million with total D&C capital of $460.7 million, representing a reinvestment rate of 51% of adjusted EBITDAX.

Net cash provided by operating activities was $208.4 million during the fourth quarter of 2025 and $878.6 million during full year 2025. The Company generated free cash flow(1) of $74.7 million during the fourth quarter of 2025 and $426.6 million during full year 2025.

Total production in the fourth quarter of 2025 grew 11% from fourth quarter 2024 levels to 103.8 thousand barrels of oil equivalent per day (“Mboe/d”), exceeding our earlier guidance and establishing a new quarterly record. Full year 2025 production volumes averaged 99.8 Mboe/d representing year-over-year volume growth of 11% and full year production per share growth of 16%. Fourth quarter oil production grew to 40.7 thousand barrels of oil per day (“Mbbls/d”), also a
1


quarterly record for Magnolia, leading to full year 2025 oil production of 39.8 Mbbls/d and year-over-year oil growth of approximately 4%.

Total fourth quarter 2025 production at Giddings was 83.6 Mboe/d climbing by 16% compared to the prior year period, and inclusive of oil production growth of 10%. Giddings volumes were broadly supported by strong well performance throughout the field and part of which originated from newly delineated areas.

Magnolia added 49.8 million barrels of oil equivalent (“MMboe”) of proved developed reserves in 2025, representing additions from the Company’s drilling program, and which excluded reserves related to acquisitions and price-related revisions. These organic proved developed reserve additions provide a reserve replacement ratio of 137% of our 2025 production and leading to organic proved developed Finding and Development (“F&D”) costs of $9.25 per barrel of oil equivalent for 2025.

Magnolia purchased 2.4 million Class A Common shares during the fourth quarter for $53.4 million, representing approximately 1.3% of our outstanding shares. Total share repurchases during 2025 amounted to 8.9 million Class A Common shares, leading to a 4.4% reduction in the Company’s diluted weighted average total shares outstanding(2) compared to the prior year. Magnolia’s Board of Directors has increased the existing share repurchase authorization by an additional 10 million shares, bringing the total remaining authorization to 12.9 million Class A Common shares, which are specifically designated toward open market share repurchases.

As previously announced, the Board of Directors declared a cash dividend of $0.165 per share of Class A common stock, and a cash distribution of $0.165 per Class B unit, payable on March 2, 2026, to shareholders of record as of February 10, 2026. This quarterly dividend payment represents a 10% increase compared to the previous rate, and providing an annualized dividend rate of $0.66 per share. This is the fifth consecutive year that Magnolia has raised its dividend rate after first initiating a dividend payment in 2021. Delivering a safe, sustainable, and growing dividend is an important element of Magnolia’s investment proposition.

Magnolia returned 110%(3) and 75%(4) of the free cash flow generated during the fourth quarter and full year 2025, respectively, to the Company’s shareholders through a combination of share repurchases and dividends. In addition to the significant return of cash to shareholders, Magnolia completed several small bolt-on oil and gas property acquisitions during 2025 totaling $66.6 million. We started 2025 with $260.0 million of cash on our balance sheet and ended the year with $266.8 million of cash and an undrawn $450 million revolving credit facility.


“Magnolia delivered another year of exceptional and consistent performance in 2025, marked by the steady execution of our capital-efficient business model and our high quality assets,” said Chairman, President, and CEO Chris Stavros. “I am especially proud of the unwavering dedication and focus shown by both our operating teams in the field and our Houston staff. Their continued hard work and perseverance is a significant factor behind Magnolia’s success.

“We continually remind the financial community that Magnolia’s primary goals and objectives are to be the most efficient operator of our best-in-class oil and gas assets, to generate the highest returns on those assets, and while employing the least amount of capital for drilling and completing wells, no matter the product prices. Last year was another example of our successful delivery on these goals. We returned 75 percent of the free cash flow generated during 2025 to our shareholders through our secure and growing cash dividend and our ongoing share repurchase program. And, we continued to enhance and expand our asset base through opportunistic bolt-on acquisitions stemming from our accumulated subsurface knowledge and experience, near areas where we operate and understand well.

“We achieved double-digit production growth with less capital than originally planned, completed approximately $67 million of bolt-on acquisitions furthering our resource opportunity set, repurchased 4 percent of our outstanding shares, and recently announced a 10 percent increase in our dividend — our fifth consecutive annual increase. Magnolia ended 2025 on a strong note, with record quarterly oil and gas volumes, resulting in 11 percent year-over-year production growth. Notably, this was all accomplished organically, as our cash on the balance sheet increased during the year, while generating a sector leading return on capital employed of 18 percent during 2025.

“As we enter 2026, Magnolia is well-positioned and consistently guided by the principles of our business model. Our high-quality assets and strategy of continued capital spending discipline, proactive cost management and pursuit of further operational efficiencies should serve us well during periods of product price volatility. Our consistent policy of low leverage and lack of commodity hedges is central to our strategy, providing us with downside protection while allowing for upside to product prices and the ability to generate value through commodity cycles.”

2


Operational Update

Fourth quarter and full-year 2025 total company production averaged 103.8 and 99.8 Mboe/d, representing a 11 percent year over year increase for both periods. Giddings production represented 79 percent of total company volumes during 2025. Fourth quarter and full-year 2025 production from Giddings both increased by 16 percent, compared to the prior year periods with Giddings oil production growing by 10 percent compared to fourth quarter 2024. Last year’s production volume growth benefited from continued strong well performance throughout Magnolia’s assets with exceptional well results in Giddings, part of which originated from a new development area.

Magnolia’s fourth quarter and full year 2025 capital spending on drilling, completions and associated facilities was $116.5 million and $460.7 million, respectively. Magnolia delivered a more capital efficient program during 2025, with our drilling and completions team continuing to generate productivity gains in 2025 which included an 8 percent year-over-year improvement in drilling feet per day and a 6 percent increase in completed feet per day in Giddings. The Company also spent less capital during 2025 because of stronger than expected well performance allowing us to defer several completions into 2026. Additionally, lease operating expenses declined by 7 percent to $5.12 per boe during the full year 2025 compared to 2024 levels as the Company continues to drive down operating costs in the field and across our assets.

Magnolia plans to operate two drilling rigs and one completion crew during 2026 and expects to maintain this level of activity throughout year. While this year’s activity is expected to have similar characteristics to the 2025 operating plan, lower anticipated overall well costs combined with improved operating efficiencies is expected to allow for more wells to be drilled, completed and turned in line lending support to Magnolia’s overall high-margin growth. The Company’s current development program utilizing two operated rigs and one completion crew has been consistently in place for the last five years, driving total Company production growth by greater than 50 percent and more than doubling our production volumes in Giddings.

Approximately 75 to 80 percent of our 2026 activity is expected to consist of multi-well development pads in the Giddings area with the remainder focused on the Karnes area. The development program at Giddings consists of drilling multi-well pads throughout our core 240,000 net acre development area. This creates a balanced and efficient program providing more consistent year-over-year results. Magnolia plans to continue to allocate a modest amount of capital toward appraisal activities throughout our large acreage footprint in south Texas designed to further enhance our resource opportunity set and to further de-risk our sizable acreage position particularly in Giddings.


2025 Oil and Gas Reserves

Magnolia’s total 2025 proved reserves increased 10 percent to 210.2 MMboe from 191.7 MMboe at year end 2024 replacing 151 percent(5) of our 2025 production. Magnolia books only one year of proved undeveloped reserves and as a result 79 percent of its 2025 proved reserves were developed. The proved undeveloped reserves represent what we plan to convert to the proved developed category during 2026 as part of our capital and activity program.

Magnolia’s total proved developed reserves at year end 2025 were 166.6 MMboe. Excluding acquisitions, sales, and price-related revisions, the Company added 49.8 MMboe of proved developed reserves during the year. Total costs incurred excluding property acquisition costs, exploration expenses and asset retirement obligations were $460.7 million in 2025 resulting in organic proved developed F&D costs of $9.25 per boe. During the three-year period from 2023 to 2025, Magnolia’s organic proved developed F&D costs averaged $9.85 per boe.

Additional Guidance

Magnolia currently estimates its total 2026 D&C capital spending to be in the range of $440 to $480 million and that is comparable to last year, which includes an estimate of non-operated capital that is similar to 2025. The Company currently expects this year’s capital spending program and activity to deliver full-year total production growth of approximately 5 percent for 2026. First quarter 2026 D&C capital spending is estimated at approximately $125 million and is expected to be the highest quarterly rate of spending for the year. Total production for the first quarter is estimated to be approximately 102 Mboe/d which includes approximately 1.5 Mboe/d of downtime impact resulting from the recent winter storm, all of which has been fully restored.

Oil price differentials are anticipated to be approximately a $3 per barrel discount to Magellan East Houston and Magnolia remains completely unhedged for all its oil and natural gas production. The fully diluted share count for the first quarter of 2026 is expected to be approximately 187 million shares, which is 4 percent reduction from first quarter 2025 levels.

3


Annual Report on Form 10-K

Magnolia's financial statements and related footnotes will be available in its Annual Report on Form 10-K for the year ended December 31, 2025, which is expected to be filed with the U.S. Securities and Exchange Commission (“SEC”) on February 12, 2026.



(1) Adjusted net income, adjusted EBITDAX, free cash flow, return on capital employed are non-GAAP financial measures. For reconciliations to the most comparable GAAP measures, please see “Non-GAAP Financial Measures” at the end of this press release.
(2) Weighted average total shares outstanding include diluted weighted average shares of Class A Common Stock outstanding during the period and shares of Class B Common Stock, which are anti-dilutive in the calculation of weighted average number of common shares outstanding.
(3) Fourth quarter 2025 return to shareholders includes $53.4 million of share repurchases, $27.8 million of dividends to Class A shareholders, and $0.8 million of distributions to Class B shareholders, divided by the quarterly free cash flow (reconciled on page 14).
(4) Full year 2025 return to shareholders includes $205.5 million of share repurchases, $113.1 million of dividends to Class A shareholders, and $3.3 million of distributions to Class B shareholders, divided by the annual free cash flow (reconciled on page 14).
(5) Calculated as the sum of the 2025 change in total proved reserves of 18.5 MMboe and 2025 production of 36.4 MMboe divided by 2025 production.
4


Conference Call and Webcast

Magnolia will host an investor conference call on Friday, February 6, 2026 at 10:00 am Central (11:00 am Eastern) to discuss these operating and financial results. Interested parties may join the webcast by visiting Magnolia's website at www.magnoliaoilgas.com/investors/events-and-presentations and clicking on the webcast link or by dialing 1-844-701-1059. A replay of the webcast will be posted on Magnolia's website following completion of the call.


About Magnolia Oil & Gas Corporation

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


Cautionary Note Regarding Forward-Looking Statements

The information in this press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding Magnolia’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used in this press release, the words could, should, will, may, believe, anticipate, intend, estimate, expect, project, the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events. Except as otherwise required by applicable law, Magnolia disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Magnolia cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Magnolia, incident to the development, production, gathering and sale of oil, natural gas and natural gas liquids. In addition, Magnolia cautions you that the forward looking statements contained in this press release are subject to the following factors: (i) the market prices of oil, natural gas, NGLs, and other products or services; (ii) the supply and demand for oil, natural gas, NGLs, and other products or services, including impacts of actions taken by OPEC and other state-controlled oil companies; (iii) the outcome of any legal proceedings that may be instituted against Magnolia; (iv) Magnolia’s ability to realize the anticipated benefits of its acquisitions, which may be affected by, among other things, competition and the ability of Magnolia to grow and manage growth profitably; (v) legislative, regulatory, or policy changes, including those following the change in presidential administrations; (vi) geopolitical and business conditions in key regions of the world; (vii) cybersecurity threats, including increased use of artificial intelligence technologies; and (viii) the possibility that Magnolia may be adversely affected by other economic, business, and/or competitive factors, including inflation. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in Magnolia’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which is expected to be filed with the SEC on February 12, 2026. Magnolia’s SEC filings are available publicly on the SEC’s website at www.sec.gov.


Contacts for Magnolia Oil & Gas Corporation

Investors
Tom Fitter
(713) 331-4802
tfitter@mgyoil.com

Media
Art Pike
(713) 842-9057
apike@mgyoil.com



Magnolia Oil & Gas Corporation
5


Operating Highlights
 
For the Quarters Ended
For the Years Ended
 December 31, 2025December 31, 2024December 31, 2025December 31, 2024
Production:
Oil (MBbls)3,747 3,572 14,531 14,019 
Natural gas (MMcf)18,089 15,371 68,917 58,746 
Natural gas liquids (MBbls)2,788 2,431 10,407 9,024 
Total (Mboe)9,550 8,565 36,424 32,834 
Average daily production:
Oil (Bbls/d)40,730 38,821 39,810 38,302 
Natural gas (Mcf/d)196,618 167,079 188,814 160,508 
Natural gas liquids (Bbls/d)30,299 26,428 28,513 24,655 
Total (boe/d)103,799 93,096 99,793 89,709 
Revenues (in thousands):
Oil revenues$215,618 $246,480 $918,027 $1,046,675 
Natural gas revenues52,865 28,406 190,252 90,277 
Natural gas liquids revenues49,144 51,723 203,566 178,934 
Total revenues$317,627 $326,609 $1,311,845 $1,315,886 
Average sales price:
Oil (per Bbl)$57.54 $69.01 $63.18 $74.66 
Natural gas (per Mcf)2.92 1.85 2.76 1.54 
Natural gas liquids (per Bbl)17.63 21.27 19.56 19.83 
Total (per boe)$33.26 $38.13 $36.01 $40.08 
NYMEX WTI (per Bbl)$59.13 $70.28 $64.77 $75.72 
NYMEX Henry Hub (per MMBtu)$3.55 $2.80 $3.43 $2.27 
Realization to benchmark:
Oil (% of WTI)97 %98 %98 %99 %
Natural gas (% of Henry Hub)82 %66 %80 %68 %
Operating expenses (in thousands):
Lease operating expenses$47,341 $45,936 $186,559 $180,881 
Gathering, transportation, and processing17,910 12,164 67,096 39,832 
Taxes other than income17,161 15,852 76,452 71,862 
Depreciation, depletion and amortization114,205 105,332 437,757 414,487 
Operating costs per boe:
Lease operating expenses$4.96 $5.36 $5.12 $5.51 
Gathering, transportation, and processing1.88 1.42 1.84 1.21 
Taxes other than income1.80 1.85 2.10 2.19 
Depreciation, depletion and amortization11.96 12.30 12.02 12.62 
6


Magnolia Oil & Gas Corporation
Consolidated Statements of Operations
(In thousands, except per share data)
For the Quarters Ended
For the Years Ended
 December 31, 2025December 31, 2024December 31, 2025December 31, 2024
REVENUES 
Oil revenues$215,618 $246,480 $918,027 $1,046,675 
Natural gas revenues52,865 28,406 190,252 90,277 
Natural gas liquids revenues49,144 51,723 203,566 178,934 
Total revenues317,627 326,609 1,311,845 1,315,886 
OPERATING EXPENSES
Lease operating expenses47,341 45,936 186,559 180,881 
Gathering, transportation and processing17,910 12,164 67,096 39,832 
Taxes other than income17,161 15,852 76,452 71,862 
Exploration expenses120 456 962 1,374 
Asset retirement obligations accretion1,843 1,618 6,800 6,729 
Depreciation, depletion and amortization114,205 105,332 437,757 414,487 
General and administrative expenses24,966 21,184 97,038 88,733 
Total operating costs and expenses223,546 202,542 872,664 803,898 
OPERATING INCOME94,081 124,067 439,181 511,988 
OTHER EXPENSE
Interest expense, net(5,399)(4,688)(21,617)(14,371)
Loss on extinguishment of debt— (8,796)— (8,796)
Other income (expense), net(463)304 (153)4,322 
Total other expense, net(5,862)(13,180)(21,770)(18,845)
INCOME BEFORE INCOME TAXES88,219 110,887 417,411 493,143 
INCOME TAX EXPENSE
Current income tax expense(1,332)3,865 (16,698)25,541 
Deferred income tax expense18,180 18,314 96,830 70,272 
Total income tax expense16,848 22,179 80,132 95,813 
NET INCOME71,371 88,708 337,279 397,330 
LESS: Net income attributable to noncontrolling interest2,618 3,110 12,027 31,303 
NET INCOME ATTRIBUTABLE TO CLASS A COMMON STOCK$68,753 $85,598 $325,252 $366,027 
NET INCOME PER SHARE OF CLASS A COMMON STOCK
Basic$0.37 $0.44 $1.73 $1.94 
Diluted$0.37 $0.44 $1.73 $1.94 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic182,495 190,635 185,581 186,465 
Diluted182,507 190,647 185,593 186,492 
WEIGHTED AVERAGE NUMBER OF CLASS B SHARES OUTSTANDING(1)
5,523 5,523 5,523 13,497 
(1) Shares of Class B Common Stock, and corresponding Magnolia LLC Units, are anti-dilutive in the calculation of weighted average number of common shares outstanding.
7


Magnolia Oil & Gas Corporation
Summary Cash Flow Data
(In thousands)
For the Quarters Ended For the Years Ended
December 31, 2025December 31, 2024December 31, 2025December 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME$71,371 $88,708 $337,279 $397,330 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization114,205 105,332 437,757 414,487 
Asset retirement obligations accretion1,843 1,618 6,800 6,729 
Amortization of deferred financing costs550 1,154 2,169 4,459 
Deferred income tax expense (benefit)18,180 18,314 96,830 70,272 
Gain on revaluation of contingent consideration— (504)(4,511)(4,312)
Stock based compensation6,088 4,502 27,256 18,663 
Loss on extinguishment of debt— 8,796 — 8,796 
Other216 — 2,864 2,922 
Net change in operating assets and liabilities(4,059)(5,293)(27,805)1,504 
Net cash provided by operating activities208,394 222,627 878,639 920,850 
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions(2,228)(429)(66,588)(165,424)
Additions to oil and natural gas properties(118,973)(134,794)(469,477)(486,729)
Changes in working capital associated with additions to oil and natural gas properties(18,805)(2,840)(10,368)(2,385)
Other investing(96)(45)5,686 (584)
Net cash used in investing activities(140,102)(138,108)(540,747)(655,122)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt— 400,000 — 400,000 
Redemption of long-term debt— (404,000)— (404,000)
Class A Common Stock repurchases(53,290)(55,242)(205,471)(183,375)
Class B Common Stock purchases and cancellations— — — (89,670)
Dividends paid(27,753)(25,096)(113,096)(97,620)
Distributions to noncontrolling interest owners(829)(943)(3,500)(9,133)
Cash paid for debt issuance costs— (12,713)— (12,713)
Other financing activities(120)(2,615)(9,089)(10,289)
Net cash used in financing activities(81,992)(100,609)(331,156)(406,800)
NET CHANGE IN CASH AND CASH EQUIVALENTS(13,700)(16,090)6,736 (141,072)
Cash and cash equivalents – Beginning of period280,485 276,139 260,049 401,121 
Cash and cash equivalents – End of period$266,785 $260,049 $266,785 $260,049 

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Magnolia Oil & Gas Corporation
Summary Balance Sheet Data
(In thousands)
December 31, 2025December 31, 2024
Cash and cash equivalents$266,785 $260,049 
Other current assets175,650 150,775 
Property, plant and equipment, net2,424,152 2,306,034 
Other assets36,505 103,977 
Total assets$2,903,092 $2,820,835 
Current liabilities$288,030 $290,261 
Long-term debt, net393,251 392,513 
Other long-term liabilities222,638 170,735 
Stockholders’ equity1,939,958 1,913,579 
Noncontrolling interest59,215 53,747 
Total liabilities and equity$2,903,092 $2,820,835 



9


Magnolia Oil & Gas Corporation
Costs Incurred, Proved Developed Reserves, Organic F&D Cost Per Boe, and Organic Reserve Replacement Ratio

The following tables summarize the Company's costs incurred in oil and gas property acquisition, exploration and development activities, reconciliation of changes in proved developed reserves, and calculation of organic proved developed F&D cost per boe and organic reserve replacement ratio for the years ended December 31, 2025, 2024, and 2023.

For the Years EndedThree Year Total
(In thousands)December 31, 2025December 31, 2024December 31, 2023
Costs incurred:
Proved property acquisition costs$47,122 $68,761 $326,150 $442,033 
Unproved properties acquisition costs28,880 101,791 68,177 198,848 
Total acquisition costs76,002 170,552 394,327 640,881 
Exploration and development costs480,757 490,564 471,238 1,442,559 
Total costs incurred556,759 661,116 865,565 2,083,440 
Less: Total acquisition costs(76,002)(170,552)(394,327)(640,881)
Less: Asset retirement obligations(10,519)(2,461)(41,177)(54,157)
Less: Exploration expenses(761)(1,374)(5,171)(7,306)
Less: Leasehold acquisition costs(8,810)(9,729)(3,267)(21,806)
Drilling and completions capital(A)$460,667 $477,000 $421,623 $1,359,290 


For the Years EndedThree Year Total
(In MMboe)December 31, 2025December 31, 2024December 31, 2023
Proved developed reserves:
Beginning of period149.3 135.2 125.6 125.6 
End of period166.6 149.3 135.2 166.6 
Increase in proved developed reserves17.3 14.1 9.6 41.0 
Production(B)36.4 32.8 30.1 99.3 
Increase in proved developed reserves plus production53.7 46.9 39.7 140.3 
Less: Purchases of reserves in place, net of sales(2.1)(4.1)(10.9)(17.1)
Increase in proved developed reserves, excluding acquisitions, net of sales51.6 42.8 28.8 123.2 
Plus (Less): Price-related revisions(1.8)1.5 15.1 14.8 
Increase in proved developed reserves, excluding acquisitions, sales, and price-related revisions
(C)49.8 44.3 43.9 138.0 

For the Years EndedThree Year Average
December 31, 2025December 31, 2024December 31, 2023
Organic proved developed F&D cost per boe(A)/(C)$9.25 $10.77 $9.60 $9.85 
Organic reserve replacement ratio(C)/(B)137 %135 %146 %139 %
10


Magnolia Oil & Gas Corporation
Non-GAAP Financial Measures


Reconciliation of net income to adjusted EBITDAX

In this press release, we refer to adjusted EBITDAX, a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements, such as industry analysts, investors, lenders, and rating agencies. We define adjusted EBITDAX as net income before interest expense, income taxes, depreciation, depletion and amortization, amortization of intangible assets, exploration expenses, and accretion of asset retirement obligations, adjusted to exclude the effect of certain items included in net income. Adjusted EBITDAX is not a measure of net income in accordance with GAAP.

Our management believes that adjusted EBITDAX is useful because it allows them to more effectively evaluate our operating performance and compare the results of our operations from period to period and against our peers without regard to our financing methods or capital structure. We also believe that securities analysts, investors, and other interested parties may use adjusted EBITDAX in the evaluation of our Company. We exclude the items listed above from net income in arriving at adjusted EBITDAX because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDAX should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as an indicator of our operating performance or liquidity. Certain items excluded from adjusted EBITDAX are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of adjusted EBITDAX. Our presentation of adjusted EBITDAX should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Our computations of adjusted EBITDAX may not be comparable to other similarly titled measures of other companies.

The following table presents a reconciliation of net income to adjusted EBITDAX, our most directly comparable financial measure, calculated and presented in accordance with GAAP:
For the Quarters Ended
For the Years Ended
(In thousands)December 31, 2025December 31, 2024December 31, 2025December 31, 2024
NET INCOME$71,371 $88,708 $337,279 $397,330 
Interest expense, net5,399 4,688 21,617 14,371 
Income tax expense16,848 22,179 80,132 95,813 
EBIT$93,618 $115,575 $439,028 $507,514 
Depreciation, depletion and amortization114,205 105,332 437,757 414,487 
Asset retirement obligations accretion1,843 1,618 6,800 6,729 
EBITDA$209,666 $222,525 $883,585 $928,730 
Exploration expenses120 456 962 1,374 
EBITDAX$209,786 $222,981 $884,547 $930,104 
Gain on revaluation of contingent consideration— (504)(4,511)(4,312)
Loss on sale of assets— — 2,522 — 
Loss on extinguishment of debt— 8,796 — 8,796 
Non-cash stock based compensation expense5,889 4,502 23,550 18,663 
Adjusted EBITDAX$215,675 $235,775 $906,108 $953,251 

11


Magnolia Oil & Gas Corporation
Non-GAAP Financial Measures

Reconciliation of net income to adjusted net income

Our presentation of adjusted net income is a non-GAAP measure because it excludes the effect of certain items included in net income. Management uses adjusted net income to evaluate our operating and financial performance because it eliminates the impact of certain items that management does not consider to be representative of the Company’s on-going business operations. As a performance measure, adjusted net income may be useful to investors in facilitating comparisons to others in the Company’s industry because certain items can vary substantially in the oil and gas industry from company to company depending upon accounting methods, book value of assets, and capital structure, among other factors. Management believes adjusting these items facilitates investors and analysts in evaluating and comparing the underlying operating and financial performance of our business from period to period by eliminating differences caused by the existence and timing of certain expense and income items that would not otherwise be apparent on a GAAP basis. However, our presentation of adjusted net income may not be comparable to similar measures of other companies in our industry.
For the Quarters Ended
For the Years Ended
(In thousands)December 31, 2025December 31, 2024December 31, 2025December 31, 2024
NET INCOME$71,371 $88,708 $337,279 $397,330 
Adjustments:
Gain on revaluation of contingent consideration— (504)(4,511)(4,312)
Loss on sale of assets— — 2,522 — 
Loss on extinguishment of debt— 8,796 — 8,796 
Change in estimated income tax (1)
— (1,609)382 (870)
ADJUSTED NET INCOME$71,371 $95,391 $335,672 $400,944 
Diluted weighted average shares of Class A Common Stock outstanding during the period182,507 190,647 185,593 186,492 
Weighted average shares of Class B Common Stock outstanding during the period (2)
5,523 5,523 5,523 13,497 
Total weighted average shares of Class A and B Common Stock, including dilutive impact of other securities (2)
188,030 196,170 191,116 199,989 
(1) Represents corporate income taxes at an assumed annual effective tax rate of 19.2% and 19.4% for the quarters and years ended December 31, 2025 and 2024, respectively.
(2) Shares of Class B Common Stock, and corresponding Magnolia LLC Units, are anti-dilutive in the calculation of weighted average number of common shares outstanding.
12



Magnolia Oil & Gas Corporation
Non-GAAP Financial Measures

Reconciliation of revenue to adjusted cash operating margin and to operating income margin

Our presentation of adjusted cash operating margin and total adjusted cash operating costs are supplemental non-GAAP financial measures that are used by management. Total adjusted cash operating costs exclude the impact of non-cash activity. We define adjusted cash operating margin per boe as total revenues per boe less operating expenses per boe. Management believes that total adjusted cash operating costs per boe and adjusted cash operating margin per boe provide relevant and useful information, which is used by our management in assessing the Company’s profitability and comparability of results to our peers.

As a performance measure, total adjusted cash operating costs and adjusted cash operating margin may be useful to investors in facilitating comparisons to others in the Company’s industry because certain items can vary substantially in the oil and gas industry from company to company depending upon accounting methods, book value of assets, and capital structure, among other factors. Management believes excluding these items facilitates investors and analysts in evaluating and comparing the underlying operating and financial performance of our business from period to period by eliminating differences caused by the existence and timing of certain expense and income items that would not otherwise be apparent on a GAAP basis. However, our presentation of adjusted cash operating margin may not be comparable to similar measures of other companies in our industry.

For the Quarters Ended
For the Years Ended
(In $/boe)December 31, 2025December 31, 2024December 31, 2025December 31, 2024
Revenue$33.26 $38.13 $36.01 $40.08 
Total cash operating costs:
Lease operating expenses (1)
(4.87)(5.30)(5.03)(5.44)
Gathering, transportation and processing(1.88)(1.42)(1.84)(1.21)
Taxes other than income(1.80)(1.85)(2.10)(2.19)
Exploration expenses(0.01)(0.05)(0.03)(0.04)
General and administrative expenses (2)
(2.08)(2.00)(2.10)(2.20)
Total adjusted cash operating costs(10.64)(10.62)(11.10)(11.08)
Adjusted cash operating margin$22.62 $27.51 $24.91 $29.00 
Margin (%)68 %72 %69 %72 %
Non-cash costs:
Depreciation, depletion and amortization$(11.96)$(12.30)$(12.02)$(12.62)
Asset retirement obligations accretion(0.19)(0.19)(0.19)(0.20)
Non-cash stock based compensation(0.62)(0.54)(0.65)(0.57)
Total non-cash costs(12.77)(13.03)(12.86)(13.39)
Operating income margin$9.85 $14.48 $12.06 $15.61 
Margin (%)30 %38 %33 %39 %
(1) Lease operating expenses exclude non-cash stock based compensation of $0.9 million, or $0.09 per boe, and $0.5 million, or $0.06 per boe, for the quarters ended December 31, 2025 and 2024, respectively, and $3.2 million, or $0.09 per boe, and $2.3 million, or $0.07 per boe for the years ended December 31, 2025 and 2024, respectively.
(2) General and administrative expenses exclude non-cash stock based compensation of $5.0 million, or $0.53 per boe, and $4.0 million, or $0.47 per boe, for the quarters ended December 31, 2025 and 2024, respectively, and $20.3 million, or $0.56 per boe, and $16.4 million, or $0.50 per boe, for the years ended December 31, 2025 and 2024, respectively.
13



Magnolia Oil & Gas Corporation
Non-GAAP Financial Measures

Reconciliation of net cash provided by operating activities to free cash flow

Free cash flow is a non-GAAP financial measure. Free cash flow is defined as cash flows from operations before net change in operating assets and liabilities less additions to oil and natural gas properties and changes in working capital associated with additions to oil and natural gas properties. Management believes free cash flow is useful for investors and widely accepted by those following the oil and gas industry as financial indicators of a company’s ability to generate cash to internally fund drilling and completion activities, fund acquisitions, and service debt. It is also used by research analysts to value and compare oil and gas exploration and production companies and is frequently included in published research when providing investment recommendations. Free cash flow is used by management as an additional measure of liquidity. Free cash flow is not a measure of financial performance under GAAP and should not be considered an alternative to cash flows from operating, investing, or financing activities.

For the Quarters EndedFor the Years Ended
(In thousands)December 31, 2025December 31, 2024December 31, 2025December 31, 2024
Net cash provided by operating activities$208,394 $222,627 $878,639 $920,850 
Add back: net change in operating assets and liabilities4,059 5,293 27,805 (1,504)
Cash flows from operations before net change in operating assets and liabilities212,453 227,920 906,444 919,346 
Additions to oil and natural gas properties(118,973)(134,794)(469,477)(486,729)
Changes in working capital associated with additions to oil and natural gas properties(18,805)(2,840)(10,368)(2,385)
Free cash flow$74,675 $90,286 $426,599 $430,232 

14



Magnolia Oil & Gas Corporation
Non-GAAP Financial Measures

Calculation of return on capital employed

The Company defines “Return on Capital Employed” or “ROCE” as operating income divided by average debt and equity for the period. Management believes that ROCE is useful to investors as a performance measure when comparing our profitability and the efficiency with which management has employed capital over time relative to other companies. Our presentation of ROCE may not be comparable to similar measures of other companies in our industry.

For the Quarters EndedFor the Years Ended
(In thousands)December 31, 2025December 31, 2024December 31, 2025December 31, 2024
Operating income (A)$94,081 $124,067 $439,181 $511,988 
Debt - beginning of period393,064 394,793 392,513 392,839 
Total equity - beginning of period2,006,415 1,960,572 1,967,326 1,882,668 
Capital employed - beginning of period2,399,479 2,355,365 2,359,839 2,275,507 
Debt - end of period393,251 392,513 393,251 392,513 
Total equity - end of period1,999,173 1,967,326 1,999,173 1,967,326 
Capital employed - end of period2,392,424 2,359,839 2,392,424 2,359,839 
Average capital employed (B)$2,395,952 $2,357,602 $2,376,132 $2,317,673 
Return on average capital employed (A/B)3.9 %5.3 %18.5 %22.1 %
15
Fourth Quarter & Full Year 2025 Earnings Presentation February 5, 2026 Christopher Stavros – Chairman, President & CEO Brian Corales – Senior Vice President & CFO Tom Fitter – Director, Investor Relations


 
Disclaimer FORWARD LOOKING STATEMENTS The information in this presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this presentation, regarding Magnolia’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used in this presentation, the words could, should, will, may, believe, anticipate, intend, estimate, expect, project, the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events. Except as otherwise required by applicable law, Magnolia disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this presentation. Magnolia cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Magnolia, incident to the development, production, gathering and sale of oil, natural gas and natural gas liquids. In addition, Magnolia cautions you that the forward looking statements contained in this presentation are subject to the following factors: (i) the market prices of oil, natural gas, NGLs, and other products or services; (ii) the supply and demand for oil, natural gas, NGLs, and other products or services, including impacts of actions taken by OPEC and other state-controlled oil companies; (iii) the outcome of any legal proceedings that may be instituted against Magnolia; (iv) Magnolia’s ability to realize the anticipated benefits of its acquisitions, which may be affected by, among other things, competition and the ability of Magnolia to grow and manage growth profitably; (v) legislative, regulatory, or policy changes, including those following the change in presidential administrations; (vi) geopolitical and business conditions in key regions of the world; (vii) cybersecurity threats, including increased use of artificial intelligence technologies; and (viii) the possibility that Magnolia may be adversely affected by other economic, business, and/or competitive factors, including inflation. Should one or more of the risks or uncertainties described in this presentation occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in Magnolia’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which is expected to be filed with the SEC on February 12, 2026. Magnolia’s SEC filings are available publicly on the SEC’s website at www.sec.gov. NON-GAAP FINANCIAL MEASURES This presentation includes non-GAAP financial measures, including adjusted net income, free cash flow, adjusted EBITDAX, adjusted cash operating costs, adjusted cash operating margin and return on capital employed. Magnolia believes these metrics are useful because they allow Magnolia to more effectively evaluate its operating performance and compare the results of its operations from period to period and against its peers without regard to accounting methods or capital structure. Magnolia does not consider these non-GAAP measures in isolation or as an alternative to similar financial measures determined in accordance with GAAP. The computations of these non-GAAP measures may not be comparable to other similarly titled measures of other companies. Adjusted net income and adjusted EBITDAX should not be considered an alternative to, or more meaningful than, net income as determined in accordance with GAAP. Certain items excluded from free cash flow, adjusted net income, adjusted EBITDAX, adjusted cash operating costs, adjusted cash operating margin, adjusted operating margin and return on capital employed are significant components in understanding and assessing a company’s financial performance and should not be construed as an inference that its results will be unaffected by unusual or non-recurring terms. As performance measures, adjusted net income, adjusted EBITDAX, adjusted cash operating costs, adjusted cash operating margin and return on capital employed may be useful to investors in facilitating comparisons to others in the Company’s industry because certain items can vary substantially in the oil and gas industry from company to company depending upon accounting methods, book value of assets, and capital structure, among other factors. Management believes excluding these items facilitates investors and analysts in evaluating and comparing the underlying operating and financial performance of our business from period to period by eliminating differences caused by the existence and timing of certain expense and income items that would not otherwise be apparent on a GAAP basis. As a liquidity measure, management believes free cash flow is useful for investors and widely accepted by those following the oil and gas industry as financial indicators of a company’s ability to generate cash to internally fund drilling and completion activities, fund acquisitions, and service debt. Our presentation of adjusted net income, adjusted EBITDAX, free cash flow, adjusted cash operating costs, adjusted cash operating margin and return on capital employed may not be comparable to similar measures of other companies in our industry. A free cash flow reconciliation is shown on page 21, adjusted EBITDAX reconciliation is shown on page 22, adjusted net income is shown on page 23, adjusted cash operating costs and adjusted cash operating margin reconciliations are shown on page 15 and ROCE is shown on page 25 of the presentation. INDUSTRY AND MARKET DATA This presentation has been prepared by Magnolia and includes market data and other statistical information from sources believed by Magnolia to be reliable, including independent industry publications, governmental publications or other published independent sources. Some data is also based on the good faith estimates of Magnolia, which are derived from its review of internal sources as well as the independent sources described above. Although Magnolia believes these sources are reliable, it has not independently verified the information and cannot guarantee its accuracy and completeness. Fourth Quarter & Full Year 2025 Earnings Presentation 2


 
Fourth Quarter and Full Year 2025 Highlights & Announcements OperationsFinancial Corporate • 2025 total adjusted net income of $336 MM and operating income margin of 33% • 2025 adjusted EBITDAX of $906 MM with a 51% capital reinvestment rate • D&C capital of $461 MM and free cash flow (FCF) of $427 MM • 2025 Return on Capital Employed (ROCE) of 18% • Returned 75% of free cash flow, or ~$322 MM, to shareholders during 2025, including ~$205 MM of share repurchases and dividends of ~$116 MM • Recent dividend increase of 10% to $0.66 per share on an annualized basis • Announced increase to our open market share repurchase authorization of 10 million shares • Full-year 2025 total production of 99.8 Mboe/d providing YoY growth of 11%, and exceeding earlier guidance, with annual oil production of 39.8 Mbbls/d and YoY growth of 4% • Giddings full-year 2025 total production growth of 16% and oil production growth of 9% • Organic reserves replacement ratio of 137% of production with an organic proved developed Finding & Development (F&D) cost of $9.25/boe Fourth Quarter & Full Year 2025 Earnings Presentation 3 Continuing to execute a differentiated business model focused on enhancing per share value


 
Magnolia’s Consistent Business Model Return Substantial Portion of Our Free Cash Flow to Shareholders and Allocate Some Excess Cash Toward Small, Bolt-on Acquisitions that Improve the Business Long-term dividend per share compound annual growth rate of ~10% and share repurchases of at least 1% per quarter High Quality Assets Drive Low Capital Reinvestment Rate that Grows the Business Limit Capital Spending to 55% of Annual Adjusted EBITDAX Maintain Conservative Financial Leverage to Provide Financial Flexibility Through Cycle Strong balance sheet, with minimal net debt, provides ability for counter cyclical investing to increase per share value Deliver Mid-Single Digit Long-Term Production Growth with Significant Free Cash Flow 2026E Total Production Growth of ~5% Fourth Quarter & Full Year 2025 Earnings Presentation 4


 
Low Reinvestment Rate with Strong Production Growth (1) Source: FactSet (2021 – 2025E) as of 1/28/2026. Reinvestment Rate is exploration and development capital divided by operating cash flow. Production growth per share is calculated as the 5-year growth rate of annual production divided by weighted average diluted shares outstanding in each respective year. Peers include: APA, AR, CHRD, COP, CTRA, DVN, EOG, EQT, FANG, MTDR, MUR, OVV, OXY, PR, RRC, and SM. Magnolia’s Focused Development has Provided a More Capital Efficient Program Compared to Peers Fourth Quarter & Full Year 2025 Earnings Presentation Production Growth Per Share1 (5-Year CAGR)5-Year Average Reinvestment Rate1 41% 44% 45% 46% 47% 48% 49% 50% 52% 53% 54% 56% 56% 57% 60% 61% 65% 17% 14% 12% 11% 10% 10% 9% 7% 7% 4% 2% 2% 1% 1% 0% -2% -5% 5


 
High Pre-tax Operating Margins Operating Margin (1) (5-Year Average)  Magnolia has consistently delivered one of the highest operating margins relative to peers  High-quality asset base and focus on maintaining low costs support top-tier operating margins  High-margin production supports free cash flow generation and strong return of capital to shareholders (1) Source: FactSet (2021 – 2025E) as of 1/28/2026. Operating margin is EBIT divided by revenue by year. Peers include: APA, AR, CHRD, COP, CTRA, DVN, EOG, EQT, EXE, FANG, MTDR, MUR, OVV, OXY, PR, RRC, and SM. Fourth Quarter & Full Year 2025 Earnings Presentation 49% 48% 46% 45% 42% 42% 42% 40% 39% 36% 32% 31% 30% 30% 26% 26% 25% 6


 
0.1 0.3 0.4 0.7 0.8 0.8 0.9 1.0 1.0 1.1 1.2 1.2 1.3 1.4 1.4 1.5 1.7 1.8 2.2 Low Leverage Drives Financial Flexibility Net Debt / EBITDA (2026E) (1) (1) Source: FactSet (2026E) as of 1/28/2026. Net debt is calculated as the difference between cash and total principal long-term debt. Peers include: APA, AR, CHRD, COP, CRGY, CTRA, DVN, EOG, EQT, EXE, FANG, MTDR, MUR, OVV, OXY, PR, RRC, and SM. Fourth Quarter & Full Year 2025 Earnings Presentation Magnolia has the strongest balance sheet in the industry 7


 
History of Top-Tier Return on Capital Employed  Low reinvestment rate and continued business model execution - low leverage, disciplined capital spending and high pre-tax margins are critical to sustaining high returns  Sharp focus on managing costs and ongoing share repurchases has had a meaningful beneficial impact to Magnolia’s corporate returns 34% 18% 2021 - 2025 2025 5-Year Average Annual Historical ROCE Fourth Quarter & Full Year 2025 Earnings Presentation 8


 
Sizable & Consistent Cash Return to Shareholders 2018 2019 2020 2021 2022 2023 2024 2025  Magnolia has a strong track record of returning capital to shareholders  Returned ~40% of current market cap over the past seven years  Focus on compounding per share value through share count reduction and safe, sustainable dividend growth Fourth Quarter & Full Year 2025 Earnings Presentation Inception Cumulative Return of Capital ($MM) $79 $108 $467 $908 $1,213 >$1.9 Billion Returned to Shareholders Share Repurchases Dividends $1,591 $1,913 9


 
Fourth Quarter & Full Year 2025 Key Financial Metrics (1) Q4 2025 ROCE annualized, 2025 represents full year actual ROCE. (2) Weighted average total shares outstanding include diluted weighted average shares of Class A Common Stock outstanding during the period and shares of Class B Common Stock, which are anti-dilutive in the calculation of weighted average number of common shares outstanding. Fourth Quarter & Full Year 2025 Earnings Presentation 10 Metric Q4 2025 YoY % Change 2025 YoY % Change Total Production (Mboe/d) 103.8 11% 99.8 11% Oil Production (Mbbls/d) 40.7 5% 39.8 4% Revenue ($ MM) $318 (3%) $1,312 0% Adjusted EBITDAX ($ MM) $216 (9%) $906 (5%) Adjusted Net Income ($ MM) $71 (25%) $336 (16%) D&C Capex ($ MM) $117 (11%) $461 (3%) D&C Capital % of Adjusted EBITDAX 54% (2%) 51% 1% Return on Capital Employed (ROCE) (1) 16% (5%) 18% (4%) Free Cash Flow ($ MM) $75 (17%) $427 (1%) Cash Balance ($ MM) $267 3% $267 3% Diluted Weighted Average Shares Outstanding (MM)(2) 188.0 (4%) 191.1 (4%)


 
260 906 41 67 117 205 469 267 0 200 400 600 800 1,000 1,200 Cash 12/31/2024 Cash Flow from Operations Changes in Working Capital and Other Acquisitions Dividends and Distributions Share Repurchases DC&F Capital & Leasehold Cash 12/31/2025 (1) (2) (3) (4) 2025 Cash Flow Reconciliation Fourth Quarter & Full Year 2025 Earnings Presentation (1) Cash flow from operations before changes in working capital. (2) Comprised of ($38) million of working capital changes including capital accruals and ($3) million in other investing and financing activities. (3) Includes $113 million of dividends paid to Class A shareholders and $4 million of distributions to noncontrolling interest holders. (4) Comprised of $205 million Class A Common Stock repurchases. 11 $ In M ill io ns


 
(1) Class A share reduction includes 3.6 million non-compete shares that were paid in lieu of stock in 2021. Includes both Class A and Class B share repurchases. History of Significant & Consistent Share Repurchases 7.0 4.5 25.3 15.5 9.6 11.0 8.9 (81.8) 2019 2020 2021 2022 2023 2024 2025 Total 0 10 20 30 40 50 60 70 80 90 Fourth Quarter & Full Year 2025 Earnings Presentation 12 Magnolia has reduced its diluted share count by approximately 27% Magnolia’s Consistent Share Repurchases (1) (million shares repurchased)


 
Track Record of a Safe, Sustainable and Growing Dividend  Magnolia’s dividend has grown at a double-digit rate over the past 5 years  Sustainable dividend growth supported through product price cycles  Dividend per share payout capacity is enhanced by moderate production growth and ongoing share repurchases, leading to higher than peer average dividend growth Fourth Quarter & Full Year 2025 Earnings Presentation 13 $0.28 $0.40 $0.46 $0.52 $0.60 $0.66 2021 2022 2023 2024 2025 2026E Dividend Payout Per Share CAGR Has Exceeded 15%


 
Summary Balance Sheet Fourth Quarter & Full Year 2025 Earnings Presentation 14 (in thousands) December 31, 2025 December 31, 2024 Cash and cash equivalents $266,785 $260,049 Other current assets 175,650 150,775 Property, plant and equipment, net 2,424,152 2,306,034 Other assets 36,505 103,977 Total assets $2,903,092 $2,820,835 Current liabilities $288,030 $290,261 Long-term debt, net 393,251 392,513 Other long-term liabilities 222,638 170,735 Total equity 1,999,173 1,967,326 Total liabilities and equity $2,903,092 $2,820,835


 
Margins and Cost Structure Fourth Quarter & Full Year 2025 Earnings Presentation (1) Lease operating expenses exclude non-cash stock based compensation of $0.9 million, or $0.09 per boe, and $0.5 million, or $0.06 per boe, for the quarters ended December 31, 2025 and 2024, respectively, and $3.2 million, or $0.09 per boe, and $2.3 million, or $0.07 per boe for the years ended December 31, 2025 and 2024, respectively. (2) General and administrative expenses exclude non-cash stock based compensation of $5.0 million, or $0.53 per boe, and $4.0 million, or $0.47 per boe, for the quarters ended December 31, 2025 and 2024, respectively, and $20.3 million, or $0.56 per boe, and $16.4 million, or $0.50 per boe, for the years ended December 31, 2025 and 2024, respectively. 15 $ / Boe, unless otherwise noted For the Quarters Ended For the Years Ended December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 Revenue $33.26 $38.13 $36.01 $40.08 Total Cash Operating Costs: Lease Operating Expenses (1) (4.87) (5.30) (5.03) (5.44) Gathering, Transportation & Processing (1.88) (1.42) (1.84) (1.21) Taxes Other Than Income (1.80) (1.85) (2.10) (2.19) Exploration Expenses (0.01) (0.05) (0.03) (0.04) General & Administrative Expenses (2) (2.08) (2.00) (2.10) (2.20) Total Adjusted Cash Operating Costs (10.64) (10.62) (11.10) (11.08) Adjusted Cash Operating Margin $22.62 $27.51 $24.91 $29.00 Margin % 68% 72% 69% 72% Non-Cash Costs: Depreciation, Depletion, and Amortization (11.96) (12.30) (12.02) (12.62) Asset Retirement Obligations Accretion (0.19) (0.19) (0.19) (0.20) Non-Cash Stock Based Compensation (0.62) (0.54) (0.65) (0.57) Total Non-Cash Costs (12.77) (13.03) (12.86) (13.39) Operating Income Margin $9.85 $14.48 $12.06 $15.61 Margin % 30% 38% 33% 39%


 
Oil & Gas Reserves Detail Fourth Quarter & Full Year 2025 Earnings Presentation (In thousands) For the Years Ended Three Year Total December 31, 2025 December 31, 2024 December 31, 2023 Costs incurred: Proved property acquisition costs $47,122 $68,761 $326,150 $442,033 Unproved properties acquistions costs 28,880 101,791 68,177 $198,848 Total acquisition costs $76,002 $170,552 $394,327 $640,881 Exploration and development costs 480,757 490,564 471,238 $1,442,559 Total costs incurred $556,759 $661,116 $865,565 $2,083,440 Less: Total acquisition costs (76,002) (170,552) (394,327) ($640,881) Less: Asset retirement obligations (10,519) (2,461) (41,177) ($54,157) Less: Exploration expenses (761) (1,374) (5,171) ($7,306) Less: Leasehold acquisition costs (8,810) (9,729) (3,267) ($21,806) Drilling and completion capital (A) $460,667 $477,000 $421,623 $1,359,290 Proved developed reserves (MMboe): Beginning of period 149.3 135.2 125.6 125.6 End of period 166.6 149.3 135.2 166.6 Increase in proved developed reserves 17.3 14.1 9.6 41.0 Production (B) 36.4 32.8 30.1 99.3 Increase in proved developed reserves plus production 53.7 46.9 39.7 140.3 Less: Purchase of reserves in place, net of sales (2.1) (4.1) (10.9) (17.1) Increase in proved developed reserves, excluding acquisitions, net of sales 51.6 42.8 28.8 123.2 Plus (Less): Price-related revisions (1.8) 1.5 15.1 14.8 Increase in proved developed reserves, excluding acquisitions, sales, and price- related revisions (C) 49.8 44.3 43.9 138.0 Organic proved developed F&D cost per boe (A)/(B) $9.25 $10.77 $9.60 $9.85 Organic reserve replacement ratio (C)/(B) 137% 135% 146% 139% 16


 
FY2026 & First Quarter 2026 Operating Plan & Guidance Fourth Quarter & Full Year 2025 Earnings Presentation 2026E Production & Capital Production Growth YoY 2026 Total Growth ~5% D&C Capital FY 2026 Capital $440 - $480 Million 2026 Operating Plan ~2 Rigs / ~1 Completion Crew 2026E Capital ~20-25% Karnes ~75-80% Giddings First Quarter 2026 Guidance Production ~102 Mboe/d D&C Capital Spending ~$125 Million Oil Differential (To Magellan East Houston) ($3) Bbl Fully Diluted Share Count ~187 million 17


 
Summary Investment Highlights Fourth Quarter & Full Year 2025 Earnings Presentation (1) Liquidity defined as cash plus availability under revolving credit facility as of 12/31/2025. 18 Giddings Karnes High Quality Assets Positioned for Success • Leading position in the Giddings area with low capital reinvestment rate, low breakevens and substantial running room • Coveted position in the Karnes area in the core of the Eagle Ford • Generate consistent, ongoing annual free cash flow and since Magnolia’s inception • Strong operating margins through the commodity cycle Positive Free Cash Flow and Industry Leading Margins Multiple Levers of Growth Strong Balance Sheet & Conservative Financial Policy • Steady organic growth through proven drilling program while remaining well within cash flow • Clean balance sheet with low debt and strong free cash flow enables Magnolia to pursue accretive bolt-on acquisitions • Conservative leverage profile with only $400 million of total debt outstanding, $133 million of net debt and $267 million of cash • Substantial liquidity of $717 million1


 
Appendix


 
Magnolia’s Commitment to Sustainability Review our 2025 Sustainability Report at https://www.magnoliaoilgas.com/sustainability. Fourth Quarter & Full Year 2025 Earnings Presentation Safeguarding the Environment 21-percent reduction in gross Scope 1 greenhouse gas intensity rate since 2020, despite production growth 68-percent reduction in gas flared as a percent of total production since 2020 39,000 truckloads of water removed from local roads in 2024 through new infrastructure Supporting Employees and Communities $304 million in royalty, lease, and surface payments to Texas residents; $107 million in tax payments to Texas communities $521 million in payments made to local vendors and service providers Recognized as Top Workplace in Houston Chronicle Top Workplaces Survey Governing with Integrity 50-percent refreshment rate with 4 directors with 5 or fewer years of tenure on Board of Directors 3 new directors with specific oil & gas industry and executive leadership experience 98 percent of shareholders approved say-on-pay proposal at 2025 Annual Meeting 20


 
Free Cash Flow Reconciliations Fourth Quarter & Full Year 2025 Earnings Presentation 21 (in thousands) For the Quarters Ended For the Years Ended December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 Net cash provided by operating activities $208,394 $222,627 $878,639 $920,850 Add back: net change in operating assets and liabilities 4,059 5,293 27,805 (1,504) Cash flows from operations before net change in operating assets and liabilities $212,453 $227,920 $906,444 $919,346 Additions to oil and natural gas properties (118,973) (134,794) (469,477) (486,729) Changes in working capital associated with additions to oil and natural gas properties (18,805) (2,840) (10,368) (2,385) Free cash flow $74,675 $90,286 $426,599 $430,232


 
Adjusted EBITDAX Reconciliations Fourth Quarter & Full Year 2025 Earnings Presentation 22 (in thousands) For the Quarters Ended For the Years Ended December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 Net income $71,371 $88,708 $337,279 $397,330 Interest expense, net 5,399 4,688 21,617 14,371 Income tax expense 16,848 22,179 80,132 95,813 EBIT $93,618 $115,575 $439,028 $507,514 Depreciation, depletion and amortization 114,205 105,332 437,757 414,487 Asset retirement obligations accretion 1,843 1,618 6,800 6,729 EBITDA $209,666 $222,525 $883,585 $928,730 Exploration expenses 120 456 962 1,374 EBITDAX $209,786 $222,981 $884,547 $930,104 Gain on revaluation of contingent consideration - (504) (4,511) (4,312) Loss on sale of assets - - 2,522 - Loss on extinguishment of debt - 8,796 - 8,796 Non-cash stock-based compensation expense 5,889 4,502 23,550 18,663 Adjusted EBITDAX $215,675 $235,775 $906,108 $953,251


 
Adjusted Net Income Reconciliation Fourth Quarter & Full Year 2025 Earnings Presentation 23 (1) Represents corporate income taxes at an assumed annual effective tax rate of 19.2% and 19.4% for the quarters and years ended December 31, 2025 and 2024, respectively. (2) Shares of Class B Common Stock, and corresponding Magnolia LLC Units, are anti-dilutive in the calculation of weighted average number of common shares outstanding. (in thousands) For the Quarters Ended For the Years Ended December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 Net income $71,371 $88,708 $337,279 $397,330 Adjustments: Gain on revaluation of contingent consideration - (504) (4,511) (4,312) Loss on sale of assets - - 2,522 - Loss on extinguishment of debt - 8,796 - 8,796 Change in estimated income tax(1) - (1,609) 382 (870) Adjusted Net Income $71,371 $95,391 $335,672 $400,944 (in thousands) For the Quarters Ended For the Years Ended Total Share Count December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 Diluted weighted average shares of Class A Common Stock outstanding during the period 182,507 190,647 185,593 186,492 Weighted average shares of Class B Common Stock outstanding during the period (2) 5,523 5,523 5,523 13,497 Total weighted average shares of Class A and B Common Stock, including dilutive impact of other securities (2) 188,030 196,170 191,116 199,989


 
Capital Structure & Liquidity Overview $400 $450 2025 2026 2027 2028 2029 2030 2031 2032 Fourth Quarter & Full Year 2025 Earnings Presentation (1) Net debt is calculated as the difference between cash and total long-term debt, excluding unamortized deferred financing cost. (2) Liquidity defined as cash plus availability under revolving credit facility. (3) Total Equity includes noncontrolling interest. 24 Capitalization & Liquidity ($MM) Debt Maturity Schedule ($MM) Credit Facility (Undrawn as of 12/31/25) 6.875% Senior Unsecured Notes Capital Structure Overview  Maintaining low financial leverage profile ‒ Currently have a net debt(1) position of $133 MM ‒ Net debt(1) / Q4 annualized adjusted EBITDAX of 0.2x  Current Liquidity of $717 million, including fully undrawn credit facility (2)  No debt maturities until senior unsecured notes mature in 2032 Capitalization Summary As of 12/31/2025 Cash and Cash Equivalents $267 Revolving Credit Facility $0 6.875% Senior Notes Due 2032 $400 Total Principal Debt Outstanding $400 Total Equity (3) $1,999 Net Debt / Q4 Annualized Adjusted EBITDAX 0.2x Net Debt / Total Book Capitalization 6% Liquidity Summary As of 12/31/2025 Cash and Cash Equivalents $267 Credit Facility Availability $450 Liquidity (2) $717


 
Return on Capital Employed Fourth Quarter & Full Year 2025 Earnings Presentation 25 (in thousands) For the Quarters Ended For the Years Ended December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 December 31, 2023 December 31, 2022 December 31, 2021 Operating income $94,081 $124,067 $439,181 $511,988 $534,485 $1,073,786 $602,594 Less: Impairment - - - - $15,735 - - Transaction Costs - - - - - - 11,189 Operating income (A) $94,081 $124,067 $439,181 $511,988 $550,220 $1,073,786 $613,783 Debt - beginning of period 393,064 394,793 392,513 392,839 390,383 388,087 391,115 Total equity - beginning of period 2,006,415 1,960,572 1,967,326 1,882,668 1,740,191 1,045,249 839,422 Capital employed - beginning of period 2,399,479 2,355,365 2,359,839 2,275,507 2,130,574 1,433,336 1,230,537 Debt - end of period 393,251 392,513 393,251 392,513 392,839 390,383 388,087 Total equity - end of period 1,999,173 1,967,326 1,999,173 1,967,326 1,882,668 1,740,191 1,045,249 Capital employed - end of period 2,392,424 2,359,839 2,392,424 2,359,839 2,275,507 2,130,574 1,433,336 Average capital employed (B) $2,395,952 $2,357,602 $2,376,132 $2,317,673 $2,203,041 $1,781,955 $1,331,937 Return on average capital employed (A/B) 3.9% 5.3% 18.5% 22.1% 25.0% 60.3% 46.1%


 
Combined Karnes Giddings Combined Karnes Giddings For the Quarter Ended December 31, 2025 For the Quarter Ended December 31, 2024 Production: Oil (MBbls) 3,747 1,106 2,641 3,572 1,163 2,409 Natural gas (MMcf) 18,089 2,296 15,793 15,371 2,418 12,953 Natural gas liquids (MBbls) 2,788 370 2,418 2,431 394 2,037 Total (Mboe) 9,550 1,859 7,691 8,565 1,961 6,604 Average Daily Production Volume: Oil (MBbls/d) 40.7 12.0 28.7 38.8 12.6 26.2 Natural gas (MMcf/d) 196.6 25.0 171.6 167.1 26.3 140.8 Natural gas liquids (MBbls/d) 30.3 4.0 26.3 26.4 4.3 22.1 Total (MBoe/d) 103.8 20.2 83.6 93.1 21.3 71.8 Oil & Gas Production Results Fourth Quarter & Full Year 2025 Earnings Presentation 26