mgy-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number: 001-38083

Magnolia Oil & Gas Corporation

(Exact Name of Registrant as Specified in its Charter)


Delaware		81-5365682
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Nine Greenway Plaza, Suite 1300		77046
Houston,	Texas
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (713) 842-9050


Securities registered pursuant to section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001	MGY	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 27, 2025, there were 183,152,540 shares of Class A Common Stock, $0.0001 par value per share, and 5,523,479 shares of Class B Common Stock, $0.0001 par value per share, outstanding.

GLOSSARY OF CERTAIN TERMS AND CONVENTIONS USED HEREIN

The following are definitions of certain other terms and conventions that are used in this Quarterly Report on Form 10-Q:

The “Company” or “Magnolia.” Magnolia Oil & Gas Corporation (either individually or together with its consolidated subsidiaries, as the context requires, including Magnolia Oil & Gas Holdings LLC, Magnolia LLC, Magnolia Intermediate, Magnolia Operating, and Magnolia Oil & Gas Finance Corp.).

“Magnolia Intermediate.” Magnolia Oil & Gas Intermediate LLC.

“Magnolia LLC.” Magnolia Oil & Gas Parent LLC.

“Magnolia LLC Units.” Units representing limited liability company interests in Magnolia LLC.

“Magnolia Operating.” Magnolia Oil & Gas Operating LLC.

“EnerVest.” EnerVest, Ltd.

“Karnes County Assets.” Certain right, title, and interest in certain oil and natural gas assets located primarily in the Karnes County portion of the Eagle Ford Shale formation in South Texas.

“Class A Common Stock.” Magnolia’s Class A Common Stock, par value $0.0001 per share.

“Class B Common Stock.” Magnolia’s Class B Common Stock, par value $0.0001 per share.

“Issuers.” Magnolia Operating and Magnolia Oil & Gas Finance Corp., a wholly owned subsidiary of Magnolia Operating, as it relates to the 2026 Senior Notes and the 2032 Senior Notes.

“Magnolia LLC Unit Holders.” EnerVest Energy Institutional Fund XIV-A, L.P., a Delaware limited partnership, EnerVest Energy Institutional Fund XIV-WIC, L.P., a Delaware limited partnership, EnerVest Energy Institutional Fund XIV-2A, L.P., a Delaware limited partnership, EnerVest Energy Institutional Fund XIV-3A, L.P., a Delaware limited partnership, and EnerVest Energy Institutional Fund XIV-C-AIV, L.P., a Delaware limited partnership.

“RBL Facility.” Senior secured reserve-based revolving credit facility, as amended November 13, 2024.

“2026 Senior Notes.” 6.0% Senior Notes due 2026.

“2032 Senior Notes.” 6.875% Senior Notes due 2032.

“OPEC.” The Organization of the Petroleum Exporting Countries.

Table of Contents

Page

PART I.

FINANCIAL INFORMATION

Item 1.

Financial Statements

Consolidated Balance Sheets

Consolidated Statements of Operations (unaudited)

Consolidated Statements of Changes in Equity (unaudited)

Consolidated Statements of Cash Flows (unaudited)

Notes to Consolidated Financial Statements (unaudited)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II.

OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Item 5.

Other Information

Item 6.

Exhibits

Signatures

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Magnolia Oil & Gas Corporation

Consolidated Balance Sheets

(In thousands)


	September 30, 2025		December 31, 2024
ASSETS	(Unaudited)		(Audited)
CURRENT ASSETS
Cash and cash equivalents	$	280,485	$	260,049
Accounts receivable	187,472		147,901
Drilling advances	14		2,275
Other current assets	1,518		599
Total current assets	469,489		410,824
PROPERTY, PLANT AND EQUIPMENT
Oil and natural gas properties	4,833,995		4,403,210
Other	20,488		18,716
Accumulated depreciation, depletion and amortization	(2,439,519)		(2,115,892)
Total property, plant and equipment, net	2,414,964		2,306,034
OTHER ASSETS
Deferred financing costs, net	5,939		7,022
Deferred tax assets	3,170		77,637
Other long-term assets	30,022		19,318
Total other assets	39,131		103,977
TOTAL ASSETS	$	2,923,584	$	2,820,835
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	181,200	$	181,073
Other current liabilities (Note 6)	137,729		109,188
Total current liabilities	318,929		290,261
LONG-TERM LIABILITIES
Long-term debt, net	393,064		392,513
Asset retirement obligations, net of current	184,349		161,295
Other long-term liabilities	20,827		9,440
Total long-term liabilities	598,240		563,248
COMMITMENTS AND CONTINGENCIES (Note 8)
EQUITY
Class A Common Stock, $0.0001 par value, 1,300,000 shares authorized, 228,894 shares issued and 183,576 shares outstanding in 2025 and 228,164 shares issued and 189,356 shares outstanding in 2024	23		23
Class B Common Stock, $0.0001 par value, 225,000 shares authorized, 5,523 shares issued and outstanding in 2025 and 2024	1		1
Additional paid-in capital	1,897,184		1,880,243
Treasury Stock, at cost, 45,318 shares and 38,808 shares in 2025 and 2024, respectively	(874,713)		(721,279)
Retained earnings	925,749		754,591
Noncontrolling interest	58,171		53,747
Total equity	2,006,415		1,967,326
TOTAL LIABILITIES AND EQUITY	$	2,923,584	$	2,820,835

The accompanying notes are an integral part of these consolidated financial statements.

Magnolia Oil & Gas Corporation

Consolidated Statements of Operations (Unaudited)

(In thousands, except per share data)


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
REVENUES
Oil revenues	$	230,530	$	265,682	$	702,409	$	800,195
Natural gas revenues	43,169		22,207		137,386		61,871
Natural gas liquids revenues	51,236		45,246		154,422		127,211
Total revenues	324,935		333,135		994,217		989,277
OPERATING EXPENSES
Lease operating expenses	48,553		44,444		139,218		134,945
Gathering, transportation and processing	17,744		10,676		49,186		27,668
Taxes other than income	20,383		18,269		59,291		56,011
Exploration expenses	131		491		841		918
Asset retirement obligations accretion	1,838		1,749		4,957		5,112
Depreciation, depletion and amortization	110,618		107,336		323,552		309,155
General and administrative expenses	24,204		21,158		72,072		67,547
Total operating expenses	223,471		204,123		649,117		601,356

OPERATING INCOME	101,464		129,012		345,100		387,921

OTHER EXPENSE
Interest expense, net	(5,362)		(3,856)		(16,218)		(9,683)
Other income (expense), net	(661)		7,286		309		4,018
Total other income (expense), net	(6,023)		3,430		(15,909)		(5,665)

INCOME BEFORE INCOME TAXES	95,441		132,442		329,191		382,256
Income tax expense	17,208		26,530		63,283		73,634
NET INCOME	78,233		105,912		265,908		308,622
LESS: Net income attributable to noncontrolling interest	2,777		6,128		9,409		28,193
NET INCOME ATTRIBUTABLE TO CLASS A COMMON STOCK	$	75,456	$	99,784	$	256,499	$	280,429

NET INCOME PER SHARE OF CLASS A COMMON STOCK
Basic	$	0.40	$	0.52	$	1.36	$	1.50
Diluted	$	0.40	$	0.52	$	1.36	$	1.50
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic	184,737		187,859		186,621		185,065
Diluted	184,749		187,871		186,633		185,096

The accompanying notes are an integral part of these consolidated financial statements.

Magnolia Oil & Gas Corporation

Consolidated Statements of Changes in Equity (Unaudited)


(In thousands)	Class A Common Stock			Class B Common Stock			Additional Paid In Capital		Treasury Stock			Retained Earnings		Total Stockholders’ Equity		Noncontrolling Interest		Total Equity
For the Three Months Ended September 30, 2024	Shares	Value		Shares	Value				Shares	Value
Balance, June 30, 2024	223,167	$	23	10,958	$	1	$	1,815,798	34,683	$	(616,747)	$	619,000	$	1,818,075	$	100,281	$	1,918,356
Stock based compensation expense, net of forfeitures	—	—		—	—		4,487		—	—		—		4,487		220		4,707
Common stock issued related to stock based compensation and other, net	15	—		—	—		(140)		—	—		—		(140)		(7)		(147)
Changes in ownership interest adjustment	—	—		—	—		39,667		—	—		—		39,667		(39,667)		—
Class A Common Stock repurchases	—	—		—	—		—		1,950	(48,725)		—		(48,725)		—		(48,725)
Class B Common Stock purchases and cancellations	—	—		(500)	—		—		—	—		—		—		(12,930)		(12,930)
Conversion of Class B Common Stock to Class A Common Stock	4,935	—		(4,935)	—		—		—	—		—		—		—		—
Dividends declared ($0.13 per share)	—	—		—	—		—		—	—		(24,694)		(24,694)		—		(24,694)
Distributions to noncontrolling interest owners	—	—		—	—		—		—	—		—		—		(1,542)		(1,542)
Adjustment to deferred taxes	—	—		—	—		(7,918)		—	—		—		(7,918)		—		(7,918)
Tax impact of equity transactions	—	—		—	—		27,553		—	—		—		27,553		—		27,553
Net income	—	—		—	—		—		—	—		99,784		99,784		6,128		105,912
Balance, September 30, 2024	228,117	$	23	5,523	$	1	$	1,879,447	36,633	$	(665,472)	$	694,090	$	1,908,089	$	52,483	$	1,960,572

For the Three Months Ended September 30, 2025
Balance, June 30, 2025	228,673	$	23	5,523	$	1	$	1,885,948	43,168	$	(822,833)	$	878,374	$	1,941,513	$	56,833	$	1,998,346
Stock based compensation expense, net of forfeitures	—	—		—	—		5,762

SEC Form 10-Q filed by Magnolia Oil & Gas Corporation