NYSEEnergyOil & Gas Exploration & ProductionS&P SmallCap 600
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Close of Nov 06, 2026 · end-of-day data
MGY 8-K filings, explained
Every material Form 8-K Magnolia Oil & Gas has filed with the SEC since October 30, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Magnolia Oil & Gas reported third-quarter 2026 net income of $80.5 million, or $0.35 per diluted share, compared with $78.2 million, or $0.40 per share, a year earlier. Total revenue rose to $513.9 million from $324.9 million, while adjusted net income was $166.3 million, or $0.71 per share, after excluding $68.7 million of WildFire acquisition costs and a $39.9 million unrealized derivative loss. The board also raised the share repurchase authorization by 15 million shares, leaving 22.6 million shares available, which matters to shareholders because it gives the company more room to buy back stock.
Q3 2026 net income was $80.5 million versus $78.2 million a year earlier; diluted EPS was $0.35 versus $0.40.
Adjusted EBITDAX was $392.0 million versus $218.8 million; adjusted EPS was $0.71.
The company repurchased 2.3 million shares for $60.2 million in the quarter and raised its authorization by 15 million shares to 22.6 million remaining.
Q4 2026 guidance calls for total production of 159 to 161 Mboe/d and D&C capital spending of about $235 million.
Magnolia Oil & Gas provided an interim update after closing its acquisition of WildFire Energy, reporting approximately $1.9 billion of net debt at the end of the third quarter, lower than expected. The company also issued fourth-quarter 2026 production, capital spending and cost guidance for the first full quarter including WildFire, and said it expects one-time transaction and integration costs of approximately $65 to $75 million in the third quarter.
Net debt of approximately $1.9 billion at end of Q3 2026; leverage below 1.0x net debt to 2027E EBITDA at current strip prices
Q4 2026 guidance: production of 159 to 161 Mboe/d (49% to 50% oil) and D&C capital spending of approximately $235 million
One-time transaction and integration costs of approximately $65 to $75 million expected in Q3 2026
Purchased approximately 2.3 million shares in Q3 2026; about 267 million shares outstanding at quarter-end
Magnolia Oil & Gas completed its acquisition of WildFire Energy I LLC on September 10, 2026. The purchase price combined $2,570 million in cash, subject to final customary adjustments, 32,203,000 shares of Magnolia common stock, and the assumption of WildFire's $600.0 million 7.500% Senior Notes due 2029. The filing states that the share issuance was made under a Securities Act exemption and that resale registration rights were granted to the seller.
Acquisition completed September 10, 2026, with cash consideration of $2,570 million subject to final customary adjustments.
Equity consideration of 32,203,000 shares of common stock issued to seller WildFire Energy I LLC, with a 30-day lock-up on those shares.
Magnolia assumed the $600.0 million 7.500% Senior Notes due 2029, which mature October 15, 2029.
Magnolia Midstream LLC became a guarantor of Magnolia's 6.875% Senior Notes due 2032 and 6.625% Senior Notes due 2034.
On August 5, 2026, Magnolia's operating subsidiaries closed a $500.0 million offering of 6.625% senior notes due August 15, 2034. The proceeds, along with a July 22, 2026 Class A stock offering, revolving credit borrowings and cash on hand, are to fund the cash consideration for the pending acquisition of WildFire Intermediate Holdings, LLC. The notes add a fixed debt obligation tied to that deal, which must be redeemed if the acquisition is not completed by March 19, 2027.
$500.0 million principal at 6.625% per year, maturing August 15, 2034, with interest paid semi-annually starting February 15, 2027.
Proceeds, with July 22, 2026 stock offering proceeds, revolver borrowings and cash on hand, fund the cash payment for 100% of WildFire Intermediate Holdings, LLC from WildFire Energy I LLC.
Notes must be redeemed at issue price plus accrued interest if the acquisition is not completed by March 19, 2027, or if Magnolia Operating decides not to pursue it.
Holders may require repurchase at 101% of principal plus accrued interest upon certain changes of control.
Magnolia Oil & Gas reported second quarter 2026 net income of $181.8 million, or $0.97 per diluted share, up from $81.0 million, or $0.41 per share, a year earlier, on revenue of $478.8 million. The company raised its standalone full-year 2026 production growth guidance to 6% from 5% and is funding its pending WildFire Energy acquisition with about half debt and half equity.
Q2 2026 net income $181.8 million vs. $81.0 million in Q2 2025; diluted EPS $0.97 vs. $0.41
Total revenues $478.8 million vs. $319.0 million; production 106.1 thousand Boe/d, up 8% year over year
Full-year 2026 standalone production growth guidance raised to 6% from 5%
WildFire acquisition expected to close late in the third quarter of 2026; 53.3 million shares sold for net proceeds of $1.23 billion and $500 million of 6.625% senior notes due 2034 issued
Magnolia Oil & Gas agreed on July 19, 2026 to acquire WildFire Energy's intermediate holding company, with total consideration the company values at approximately $4.06 billion including WildFire's debt. The deal requires $2.65 billion in cash and 32.2 million Magnolia shares, and closing is expected late in the third quarter of 2026, subject to conditions including HSR antitrust clearance. The company also raised its quarterly dividend 9% to $0.18 per share and plans a new $2.25 billion revolving credit facility to fund the deal.
Cash consideration of $2,650 million plus 32,203,000 Magnolia Class A common shares, and assumption of $600 million of 7.500% Senior Notes due 2029
Amended and restated reserve-based revolving credit facility with $2.25 billion maximum commitments and $1.75 billion borrowing capacity, effective upon closing
$1.50 billion senior unsecured 364-day bridge facility committed by lenders; $200 million escrow deposit made on signing
Quarterly dividend raised to $0.18 per share from $0.165, payable in the third quarter of 2026; closing expected late in Q3 2026
Magnolia Oil & Gas reported first quarter 2026 net income of $100.8 million, down 5% from $106.6 million a year earlier, while diluted earnings per share were flat at $0.54. Revenue rose to $358.5 million from $350.3 million, and production grew 6% to 102.6 thousand barrels of oil equivalent per day. The company reiterated its 2026 capital and production growth guidance and said it made about $155 million of bolt-on acquisitions in the quarter.
Net income $100.8 million versus $106.6 million a year earlier; diluted EPS $0.54 in both periods
Total revenues $358.5 million versus $350.3 million; adjusted EBITDAX $252.9 million versus $248.4 million
Bolt-on acquisitions of about $155 million covering roughly 6,200 net acres; $51.9 million spent on share repurchases
Full-year 2026 total capital spending reiterated at $440 million to $480 million, with production growth of about 5%; quarterly dividend of $0.165 per share payable June 1, 2026
Magnolia Oil & Gas reported fourth-quarter 2025 net income of $71.4 million, down from $88.7 million a year earlier, and full-year net income of $337.3 million, down from $397.3 million. Production grew 11% to a quarterly record of 103.8 thousand barrels of oil equivalent per day, and the company raised its dividend 10% and expanded its buyback authorization, but lower earnings per share matter most to shareholders.
Q4 2025 diluted EPS was $0.37 versus $0.44 in Q4 2024; full-year diluted EPS was $1.73 versus $1.94.
Q4 2025 total revenues were $317.6 million versus $326.6 million in Q4 2024.
Quarterly dividend raised 10% to $0.165 per Class A share, payable March 2, 2026.
2026 guidance: D&C capital of $440 million to $480 million and full-year production growth of approximately 5%.
Magnolia Oil & Gas reported third quarter 2025 net income of $78.2 million, or $0.40 per diluted share, down from $105.9 million, or $0.52, a year earlier. Total revenue fell to $324.9 million from $333.1 million, while production rose 11% to a quarterly record of 100.5 thousand barrels of oil equivalent per day, which the company said it reached with strong natural gas and NGL prices. The company reiterated its full-year 2025 production growth outlook of about 10%.
Net income $78.2 million vs. $105.9 million; diluted EPS $0.40 vs. $0.52
Total revenue $324.9 million vs. $333.1 million; adjusted EBITDAX $218.8 million vs. $243.6 million
Average daily production 100.5 thousand boe/d, up 11%; full-year 2025 production growth outlook of about 10% reiterated
Repurchased 2.15 million Class A shares for $51.4 million; quarterly dividend of $0.15 per share payable December 1, 2025
Magnolia Oil & Gas reported second quarter 2025 net income of $81.0 million, down from $105.1 million a year earlier, and diluted EPS of $0.41 versus $0.51. Total revenues were $319.0 million compared with $336.7 million, while production rose 9% to 98.2 thousand barrels of oil equivalent per day, and the company raised its full-year production growth outlook to about 10%. For shareholders, the weaker revenue and earnings contrast with higher output and continued buybacks and dividends.
Q2 2025 net income was $81.0 million versus $105.1 million, and diluted EPS was $0.41 versus $0.51.
Total revenues were $319.0 million versus $336.7 million; adjusted EBITDAX was $223.2 million versus $246.1 million.
Full-year 2025 production growth guidance was raised to about 10% from 7% to 9%, with D&C capital maintained at $430 million to $470 million.
The company repurchased 2.2 million shares for $48.7 million in the quarter and closed about $40 million of bolt-on acquisitions in late June and early July.
Magnolia Oil & Gas reported first quarter 2025 net income of $106.6 million, or $0.54 per diluted share, up from $97.6 million, or $0.46, a year earlier. The company raised its full-year 2025 production growth guidance to 7% to 9% from 5% to 7%, and lowered its drilling and completions capital budget to $430 million to $470 million from $460 million to $490 million.
Q1 2025 total revenues were $350.3 million, compared with $319.4 million in Q1 2024.
Average daily production reached 96.5 thousand barrels of oil equivalent per day, up 14% from a year earlier.
The company repurchased 2.2 million Class A shares for $52.0 million in the quarter and declared a $0.15 per share dividend payable June 2, 2025.
Second quarter 2025 production is estimated at approximately 97 thousand barrels of oil equivalent per day.
Magnolia Oil & Gas reported fourth-quarter 2024 net income of $88.7 million, down 22% from $113.9 million a year earlier, and diluted EPS of $0.44 versus $0.53. Full-year 2024 net income was $397.3 million, down 10%, while total revenues rose to $1.32 billion from $1.23 billion and production grew 9%. The company also raised its quarterly dividend 15% to $0.15 per share and guided to 2025 total production growth of 5% to 7% on D&C capital of $460 million to $490 million.
Q4 2024 net income $88.7 million (down 22%); diluted EPS $0.44 versus $0.53; Q4 total revenues $326.6 million versus $322.6 million
Full-year 2024 net income $397.3 million (down 10%); diluted EPS $1.94 versus $2.04; full-year total revenues $1.32 billion versus $1.23 billion
Quarterly dividend raised 15% to $0.15 per Class A share, payable March 3, 2025, to holders of record as of February 14, 2025
2025 guidance: D&C capital of $460 million to $490 million and full-year total production growth of 5% to 7%
Magnolia Oil & Gas Corporation appointed R. Lewis Ropp as an independent director effective January 7, 2025, filling a board vacancy, and he joined the Audit Committee. The filing describes his prior roles in investment management and oil and gas operations, and it discloses his director compensation, including an initial restricted stock unit award valued at approximately $165,000 before proration.
Appointed January 7, 2025, effective immediately, to fill a Board vacancy; serves until the 2025 annual meeting of stockholders
Also appointed to the Audit Committee; the Board determined he is independent under NYSE standards
Initial restricted stock unit award valued at approximately $165,000 at grant, prorated for partial-year service
Retired from Barrow Hanley Global Investors in June 2024, after serving there from October 2001
Magnolia Oil & Gas Operating LLC and Magnolia Oil & Gas Finance Corp. closed a private offering of $400.0 million of 6.875% senior notes due December 1, 2032, on November 26, 2024. The company used the proceeds in connection with redeeming all of its outstanding 6.00% senior notes due 2026 at 101.000% of principal plus accrued interest, which satisfies and discharges that indenture. The filing shows a refinancing that adds new debt while retiring older debt, and the 8-K does not state the company's overall debt level or the effect on its results.
$400.0 million of 6.875% senior notes due December 1, 2032, issued under an indenture with Regions Bank as trustee
Interest payable semi-annually on June 1 and December 1, starting June 1, 2025
Redeemed all 6.00% senior notes due 2026 at 101.000% of principal, plus accrued and unpaid interest, following a notice delivered November 14, 2024
New notes are general unsecured senior obligations, guaranteed on a senior unsecured basis by the guarantors
Magnolia Oil & Gas Operating LLC, a subsidiary of Magnolia Oil & Gas Corporation, amended and restated its senior secured reserve-based revolving credit facility on November 13, 2024. The new facility sets maximum commitments of $1.5 billion and an initial borrowing base of $800.0 million, with a maturity of November 13, 2029, subject to an earlier date tied to its 2026 notes. The filing does not include shareholder-level financial results, so its direct effect on shareholders is limited to the terms of the company's borrowing arrangements.
Maximum commitments of $1.5 billion, with a $50.0 million letter of credit sublimit and an initial borrowing base of $800.0 million
Maturity is November 13, 2029, or 91 days before the stated maturity of the 6.0% Senior Notes due 2026 if those notes exceed $50 million outstanding
Covenants include a leverage ratio below 3.50 to 1.00 and a current ratio above 1.00 to 1.00; the borrowing base is redetermined semi-annually
Full agreement filed as Exhibit 10.1, with certain schedules omitted
Magnolia Oil & Gas reported third quarter 2024 results on October 30, 2024. Total revenue rose from $315.7 million a year earlier to $333.1 million, and production grew 10%, but net income fell 10% and diluted earnings per share fell from $0.54 to $0.52, so the headline profit measures moved in opposite directions. The company also said fourth quarter capital spending is expected to be about $125 million, bringing 2024 capital spending to about $470 million.
Total revenue was $333.1 million, up from $315.7 million in the third quarter of 2023.
Net income attributable to Class A common stock was $99.8 million, or $0.52 per diluted share, versus $0.54 a year earlier; total net income fell 10% to $105.9 million.
Adjusted EBITDAX was $243.6 million, up 2% from $239.0 million; free cash flow was $126.1 million.
Fourth quarter production is expected to be about 93 Mboe/d, and 2024 capital spending is expected to be about $470 million, within the $450 million to $480 million budget range.
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