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Magnolia Oil & Gas Corp

Magnolia Oil & Gas CorpMGY财报

NYSE · 能源 · 原油和天然气

Imperial Oil Limited is a Canadian petroleum company. It is Canada's second-largest integrated oil company that is also occasionally known as Imperial Esso. It is majority-owned by American oil company ExxonMobil, with a 69.6% ownership stake in the company. It is a producer of crude oil, diluted bitumen, and natural gas. Imperial Oil is one of Canada's major petroleum refiners and petrochemical producers. It supplies Esso-brand service stations.

What changed in Magnolia Oil & Gas Corp's 10-K — 2024 vs 2025

Top changes in Magnolia Oil & Gas Corp's 2025 10-K

152 paragraphs added · 150 removed · 124 edited across 6 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

53 edited+13 added−11 removed176 unchanged
Magnolia may be required to assume the risk of the physical condition of the properties in addition to the risk that the properties may not perform in accordance with its expectations. Additionally, the success of future acquisitions will depend on Magnolia’s ability to integrate effectively the then-acquired business into its then-existing operations.
Magnolia may be required to assume the risk of the physical condition of the properties in addition to the risk that the properties may not perform in accordance with its expectations. Additionally, the success of future acquisitions will depend on Magnolia’s ability to effectively integrate the then-acquired business into its then-existing operations.
Magnolia’s failure to achieve consolidation savings, to incorporate the additionally acquired assets into its then-existing operations successfully, or to minimize any unforeseen operational difficulties, or the failure to acquire future assets at all, could have a material adverse effect on its financial condition and results of operations.
Magnolia’s failure to achieve consolidation savings, to successfully incorporate the additionally acquired assets into its then-existing operations, or to minimize any unforeseen operational difficulties, or the failure to acquire future assets at all, could have a material adverse effect on its financial condition and results of operations.
Increasing attention from governmental and regulatory bodies, investors, consumers, industry, and other stakeholders on combating climate change, together with changes in consumer and industrial/commercial behavior, societal expectations on companies to address climate change, investor and societal expectations regarding voluntary climate-related disclosures, preferences and attitudes with respect to the generation and consumption of energy, the use of hydrocarbons, and the use of products manufactured with, or powered by, hydrocarbons, may result in the enactment of climate change-related regulations, policies and initiatives (at the government, regulator, corporate and/or investor community levels), including alternative energy requirements, new fuel consumption standards, energy conservation and emissions reductions measures and responsible energy development; technological advances with respect to the generation, transmission, storage and consumption of energy (including advances in wind, solar, and hydrogen power, as well as battery technology); enhanced disclosure obligations with respect to GHGs; increased availability of, and increased demand 24 from consumers and industry for, energy sources other than oil and natural gas (including wind, solar, nuclear, and geothermal sources, as well as electric vehicles); and development of, and increased demand from consumers and industry for, lower-emission products and services (including electric vehicles and renewable residential and commercial power supplies), as well as more efficient products and services.
Increasing attention from governmental and regulatory bodies, investors, consumers, industry, and other stakeholders on combating climate change, together with changes in consumer and industrial/commercial behavior, societal expectations on companies to address climate change, investor and societal expectations regarding voluntary climate-related disclosures, preferences and attitudes with respect to the generation and consumption of energy, the use of hydrocarbons, and the use of products manufactured with, or powered by, hydrocarbons, may result in the enactment of climate change-related regulations, policies and initiatives (at the government, regulator, corporate and/or investor community levels), including alternative energy requirements, new fuel consumption standards, energy conservation and emissions reductions measures and responsible energy development; technological advances with respect to the generation, transmission, storage and consumption of energy (including advances in wind, solar, and hydrogen power, as well as battery technology); enhanced disclosure obligations with respect to GHGs; increased availability of, and increased demand from consumers and industry for, energy sources other than oil and natural gas (including wind, solar, nuclear, and geothermal sources, as well as electric vehicles); and development of, and increased demand from consumers and industry for, lower-emission products and services (including electric vehicles and renewable residential and commercial power supplies), as well as more efficient products and services.
The RBL Facility limits the amounts Magnolia can borrow up to the lesser of the aggregate elected commitment amount and the borrowing base amount, which, in the case of the latter, the lenders determine, in good faith, in accordance with their respective 27 usual and customary oil and natural gas lending criteria, based upon the loan value of the proved oil and natural gas reserves located within the geographic boundaries of the United States included in the most recent reserve report provided to the lenders.
The RBL Facility limits the amounts Magnolia can borrow up to the lesser of the aggregate elected commitment amount and the borrowing base amount, which, in the case of the latter, the lenders determine, in good faith, in accordance with their respective usual and customary oil and natural gas lending criteria, based upon the loan value of the proved oil and natural gas reserves located within the geographic boundaries of the United States included in the most recent reserve report provided to the lenders.
If the Company is able to bring wells back online, there is no assurance that such wells will be as productive following recommencement as they were prior to being shut in. 17 Drilling for and producing oil and natural gas are high risk activities with many uncertainties that could adversely affect Magnolia’s business, financial condition, or results of operations.
If the Company is able to bring wells back online, there is no assurance that such wells will be as productive following recommencement as they were prior to being shut in. Drilling for and producing oil and natural gas are high risk activities with many uncertainties that could adversely affect Magnolia’s business, financial condition, or results of operations.
This may also potentially result in a reduction of available capital funding for potential development projects, impacting the Company’s future financial results. In addition, in recent years, companies across all industries are facing increasing scrutiny from certain investors, employees, customers, lenders and other stakeholders related to their sustainability practices, particularly with respect to climate change.
This may also potentially result in a reduction of available capital funding for potential development projects, impacting the Company’s future financial results. In addition, in recent years, companies across all industries are facing scrutiny from certain investors, employees, customers, lenders and other stakeholders related to their sustainability practices, particularly with respect to climate change.
The concentration of Magnolia’s assets 19 in a limited geographic area also increases its exposure to changes in local laws and regulations, certain lease stipulations designed to protect wildlife and unexpected events that may occur in the region such as natural disasters, severe weather events, seismic events, industrial accidents, or labor difficulties.
The concentration of Magnolia’s assets in a limited geographic area also increases its exposure to changes in local laws and regulations, certain lease stipulations designed to protect wildlife and unexpected events that may occur in the region such as natural disasters, severe weather events, seismic events, industrial accidents, or labor difficulties.
In addition, any 21 such negative effect on production volumes, or significant increases in costs, could have a material adverse effect on cash flow and profitability. Furthermore, if Magnolia is unable to secure drilling rigs, it may not be able to drill all of its acreage before its leases expire.
In addition, any such negative effect on production volumes, or significant increases in costs, could have a material adverse effect on cash flow and profitability. Furthermore, if Magnolia is unable to secure drilling rigs, it may not be able to drill all of its acreage before its leases expire.
Magnolia’s management team and board may determine to secure and deploy development capital at a faster or slower pace than currently assumed. Actual future production, oil prices, natural gas prices, NGL prices, revenues, taxes other than income taxes, development expenditures, operating expenses, and quantities of recoverable oil and natural gas reserves may vary from Magnolia’s estimates.
Magnolia’s management team and board of directors may determine to secure and deploy development capital at a faster or slower pace than currently assumed. Actual future production, oil prices, natural gas prices, NGL prices, revenues, taxes other than income taxes, development expenditures, operating expenses, and quantities of recoverable oil and natural gas reserves may vary from Magnolia’s estimates.
Magnolia’s assets are located in areas that may be prone to severe weather events, including hurricanes, winter storms, floods, and major tropical storms. These events could adversely affect or delay demand for the Company’s products or cause the Company to incur significant costs in preparing for, or responding to, the effects thereof.
Magnolia’s assets are located in areas that may be prone to severe weather events, including hurricanes, winter storms, floods, and major tropical storms. These events could adversely affect or delay demand for the Company’s products or cause the 25 Company to incur significant costs in preparing for, or responding to, the effects thereof.
If Magnolia is unable to replace such production, the value of its reserves will decrease, and its business, financial condition, and results of operations would be materially and adversely affected. Properties that Magnolia decides to drill may not yield oil or natural gas in commercially viable quantities.
If Magnolia is unable to replace such production, the value of its reserves will decrease, and its business, financial condition, and results of operations would be materially and adversely affected. 20 Properties that Magnolia decides to drill may not yield oil or natural gas in commercially viable quantities.
In addition, at the 26th conference of parties (“COP26”) in September 2021, the United States and the European Union jointly announced the Global Methane Pledge, a pact that aims to reduce global methane emissions at least 30% below 2020 levels by 2030, including “all feasible reductions” in the energy sector.
In addition, at the 26th conference of parties in September 2021, the United States and the European Union jointly announced the Global Methane Pledge, a pact that aims to reduce global methane emissions at least 30% below 2020 levels by 2030, including “all feasible reductions” in the energy sector.
Magnolia depends on the services of its senior management and technical personnel. Magnolia does not maintain, nor does Magnolia plan to obtain, any insurance against the loss of any of these individuals. The loss of the services of its senior management could have a material adverse effect on Magnolia’s business, financial condition, and results of operations.
Magnolia depends on the services of its senior management and technical personnel. Magnolia does not maintain, nor does Magnolia plan to obtain, any insurance against the loss of any of these individuals. The loss of the services of its senior management 21 could have a material adverse effect on Magnolia’s business, financial condition, and results of operations.
Due to the concentrated nature of Magnolia’s portfolio of properties, a number of its properties could experience any of the same conditions at the same time, resulting in a relatively greater impact on its results of operations than they might have on other companies that have a more diversified portfolio of properties.
Due to the concentrated nature of Magnolia’s portfolio of properties, a number of its 19 properties could experience any of the same conditions at the same time, resulting in a relatively greater impact on its results of operations than they might have on other companies that have a more diversified portfolio of properties.
Such developments may also adversely impact, among other things, the Company’s stock price and access to capital markets, and the availability of necessary third-party services and facilities, which may increase the Company’s operational costs and adversely affect the Company’s ability to successfully carry out the Company’s business strategy.
Such developments may also adversely impact, among other things, the Company’s stock price and access to capital markets, and the availability of necessary third-party services and facilities, which may increase the Company’s operational costs and adversely affect the Company’s ability to 24 successfully carry out the Company’s business strategy.
Magnolia’s principal asset is its controlling equity interest in Magnolia LLC, and Magnolia is accordingly dependent upon distributions from Magnolia LLC to pay taxes and cover its corporate and other overhead expenses. 28 Magnolia is a holding company and its principal asset is its controlling equity interest in Magnolia LLC. Magnolia has no independent means of generating revenue.
Magnolia’s principal asset is its controlling equity interest in Magnolia LLC, and Magnolia is accordingly dependent upon distributions from Magnolia LLC to pay taxes and cover its corporate and other overhead expenses. Magnolia is a holding company and its principal asset is its controlling equity interest in Magnolia LLC. Magnolia has no independent means of generating revenue.
Moreover, there can be no assurance that reserves will ultimately be produced or that proved undeveloped reserves will be developed within the periods anticipated. 18 Actual future prices and costs may differ materially from those used in the present value estimate.
Moreover, there can be no assurance that reserves will ultimately be produced or that proved undeveloped reserves will be developed within the periods anticipated. Actual future prices and costs may differ materially from those used in the present value estimate.
The difficulties Magnolia faces drilling horizontal wells include landing its wellbore in the desired drilling zone, staying in the desired drilling zone while drilling horizontally through the formation, running its casing the entire length of the wellbore, and being able to run tools and other equipment consistently through the horizontal wellbore.
The difficulties 16 Magnolia faces drilling horizontal wells include landing its wellbore in the desired drilling zone, staying in the desired drilling zone while drilling horizontally through the formation, running its casing the entire length of the wellbore, and being able to run tools and other equipment consistently through the horizontal wellbore.
Such expectations 25 and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many sustainability matters.
Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many sustainability matters.
There is no way to predict in advance of drilling and testing whether any particular prospect will yield oil or natural gas in sufficient quantities to recover drilling or completion costs or to be economically viable.
There is no certain way to predict in advance of drilling and testing whether any particular prospect will yield oil or natural gas in sufficient quantities to recover drilling or completion costs, or to be economically viable.
Properties Magnolia has acquired or will acquire may not produce as projected, and Magnolia may be unable to determine reserve potential, identify liabilities associated with such properties, or obtain protection from sellers against such liabilities.
Properties Magnolia has acquired or will acquire may not produce as projected, and Magnolia may be unable to 18 determine reserve potential, identify liabilities associated with such properties, or obtain protection from sellers against such liabilities.
Magnolia’s operations are subject to stringent and complex federal, state, and local laws and regulations governing the discharge of materials into the environment, health and safety aspects of the Company’s operations or otherwise relating to environmental protection.
Magnolia’s operations are subject to stringent and complex federal, state, and local laws and regulations governing the discharge of materials into the environment, health and safety aspects of the Company’s operations, or otherwise relating to 22 environmental protection.
Risks Related to Environmental, Regulatory, and Political Conditions Magnolia’s operations are subject to environmental and occupational health and safety laws and regulations that may 22 expose the Company to significant costs and liabilities.
Risks Related to Environmental, Regulatory, and Political Conditions Magnolia’s operations are subject to environmental and occupational health and safety laws and regulations that may expose the Company to significant costs and liabilities.
The final rule gives states, along with federal tribes that wish to regulate existing sources, until March 2026 to develop and submit their plans for reducing methane emissions from existing sources. The final emissions guidelines under Subpart OOOOc provide until 2029 for existing sources to comply. The final rule is subject to ongoing litigation but remains in effect.
The final rule gives states, along with federal tribes that wish to regulate existing sources, until March 2026 to develop and submit their plans for reducing methane emissions from existing sources. The final emissions guidelines under Subpart OOOOc provided until 2029 for existing sources to comply. The final rule is subject to ongoing litigation but remains in effect.
Further, many factors may curtail, delay, or cancel scheduled drilling projects, including: • delays imposed by, or resulting from, permitting activities, compliance with regulatory requirements, including limitations on wastewater disposal, emission of GHGs, and hydraulic fracturing; • pressure or irregularities in geological formations; • sustained periods of low oil and natural gas prices; • shortages of or delays in obtaining equipment and qualified personnel; • access to water for hydraulic fracturing activities and waste disposal or recycling services at a reasonable cost and in accordance with applicable environmental regulations; • equipment failures, accidents, or other unexpected operational events; • lack of available gathering facilities or delays in construction of gathering facilities; • lack of available capacity on interconnecting transmission pipelines; • adverse weather conditions; • issues related to compliance with environmental regulations; • environmental or safety hazards, such as oil and natural gas leaks, oil spills, pipeline and tank ruptures, and unauthorized discharges of brine, well stimulation and completion fluids, toxic gases, or other pollutants into the surface and subsurface environment; • limited availability of financing on acceptable terms; • title issues; • other market limitations in Magnolia’s industry; • the impact on worldwide economic activity of an epidemic, pandemic, outbreak, or other public health event; and • changes in the supply chain of the Company’s vendors that may adversely impact the supply of key components.
Further, many factors may curtail, delay, or cancel scheduled drilling projects, including: • delays imposed by, or resulting from, permitting activities, compliance with regulatory requirements, including limitations on wastewater disposal, emission of GHGs, and hydraulic fracturing; 17 • pressure or irregularities in geological formations; • sustained periods of low oil and natural gas prices; • shortages of or delays in obtaining equipment and qualified personnel; • access to water for hydraulic fracturing activities and waste disposal or recycling services at a reasonable cost and in accordance with applicable environmental regulations; • equipment failures, accidents, or other unexpected operational events; • lack of available gathering facilities or delays in construction of gathering facilities; • lack of available capacity on interconnecting transmission pipelines; • adverse weather conditions; • issues related to compliance with environmental regulations; • environmental or safety hazards, such as oil and natural gas leaks, oil spills, pipeline and tank ruptures, and unauthorized discharges of brine, well stimulation and completion fluids, toxic gases, or other pollutants into the surface and subsurface environment; • limited availability of financing on acceptable terms; • title issues; • other market limitations in Magnolia’s industry; • tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments; • the impact on worldwide economic activity of an epidemic, pandemic, outbreak, or other public health event; and • changes in the supply chain of the Company’s vendors that may adversely impact the supply of key components.
Negative public perception could cause the permits Magnolia needs to conduct the Company’s operations to be withheld, delayed, or burdened by requirements that restrict the Company’s ability to profitably conduct the Company’s business. In addition, various officials and candidates at the federal, state, and local levels, have made climate-related pledges or proposed banning hydraulic fracturing altogether.
Negative public perception could cause the permits the Company needs to conduct its operations to be withheld, delayed, or burdened by requirements that restrict the Company’s ability to profitably conduct the Company’s business. In addition, various officials and candidates at the federal, state, and local levels, have made climate-related pledges or proposed banning hydraulic fracturing altogether.
As of December 31, 2024, the Company had $400.0 million of principal debt related to the 2032 Senior Notes outstanding and no outstanding borrowings related to the RBL Facility.
As of December 31, 2025, the Company had $400.0 million of principal debt related to the 2032 Senior Notes outstanding and no outstanding borrowings related to the RBL Facility.
As of December 31, 2024, the Company had no borrowings during the year or outstanding at the end of the period related to the RBL Facility, and therefore there were no restrictions under the RBL Facility on the ability of Magnolia LLC and its subsidiaries to transfer funds to Magnolia.
As of December 31, 2025, the Company had no borrowings during the year or outstanding at the end of the period related to the RBL Facility, and therefore there were no restrictions under the RBL Facility on the ability of Magnolia LLC and its subsidiaries to transfer 28 funds to Magnolia.
The final rule establishes “Emissions Guidelines,” creating a Subpart OOOOc that requires states to develop plans to reduce methane emissions from existing sources that must be at least as effective as presumptive standards set by the EPA. The final rule also creates a new third-party monitoring program to flag large emissions events, referred to as “super emitters”.
The final rule established “Emissions Guidelines,” creating a Subpart OOOOc that requires states to develop plans to reduce methane emissions from existing sources that must be at least as effective as presumptive standards set by the EPA. The final rule also created a new third-party monitoring program to flag large emissions events, referred to as “super emitters”.
As of December 31, 2024, the Company had a borrowing base amount of $800.0 million, a borrowing capacity amount of $450.0 million, and no borrowings. The RBL Facility requires periodic borrowing base redeterminations based on reserve reports.
As of December 31, 2025, the Company had a borrowing base amount of $800.0 million, a borrowing capacity amount of $450.0 million, and no borrowings. 27 The RBL Facility requires periodic borrowing base redeterminations based on reserve reports.
Magnolia normally sells its production to a relatively small number of customers, as is customary in the oil and natural gas business. In 2024, there were three purchasers who accounted for an aggregate 67% of the total revenue attributable to Magnolia’s assets. The loss of any significant purchaser could adversely affect Magnolia’s revenues in the short-term.
Magnolia normally sells its production to a relatively small number of customers, as is customary in the oil and natural gas business. In 2025, there were two purchasers who accounted for an aggregate 61% of the total revenue attributable to Magnolia’s assets. The loss of any significant purchaser could adversely affect Magnolia’s revenues in the short-term.
In December 2023, the EPA published a final rule to strengthen the existing emissions reduction requirements in Subpart OOOOa, expand reduction requirements for new, modified and reconstructed oil and natural gas sources in Subpart OOOOb, and impose methane emissions limitations on existing oil and natural gas sources nationwide for the first time.
In December 2023, the EPA announced a final rule later published on March 8, 2024, to strengthen the existing emissions reduction requirements in Subpart OOOOa, expand reduction requirements for new, modified and reconstructed oil and natural gas sources in Subpart OOOOb, and impose methane emissions limitations on existing oil and natural gas sources nationwide for the first time.
Although for many years, inflation in the 16 United States had been relatively low, there was a significant increase in inflation beginning in the second half of 2021, which has continued into 2024, due to a substantial increase in money supply, a stimulative fiscal policy, the Russia-Ukraine war, and worldwide supply chain disruptions.
Although for many years, inflation in the United States had been relatively low, there was a significant increase in inflation beginning in the second half of 2021 due to a substantial increase in money supply, a stimulative fiscal policy, the Russia-Ukraine war, and worldwide supply chain disruptions.
Several states have already enacted or are otherwise considering legislation to regulate hydraulic fracturing practices through more stringent permitting, fluid disclosure, and well construction requirements on hydraulic-fracturing operations or otherwise seek to ban fracturing activities altogether.
Several states have already enacted or are otherwise considering legislation to regulate hydraulic fracturing practices through more stringent permitting, fluid disclosure, and well construction requirements on hydraulic-fracturing operations or otherwise seek to ban fracturing activities altogether. However, no bans on hydraulic-fracturing activities are pending in Texas.
The occurrence of an event that is not fully covered by insurance could have a material adverse effect on Magnolia’s business, financial condition, and results of operations. Magnolia’s operations are subject to a series of risks arising from the threat of climate change. The threat of climate change continues to attract considerable attention globally.
The occurrence of an event that is not fully covered by insurance could have a material adverse effect on Magnolia’s business, financial condition, and results of operations. Magnolia’s operations are subject to a series of risks arising from evolving standards regulating greenhouse gases and volatile organic compounds emissions. The threat of climate change continues to attract considerable attention globally.
Magnolia may not be able to keep pace with technological developments in its industry. The oil and gas industry is characterized by rapid and significant technological advancement and the introduction of new products and services using new technologies.
Magnolia may not be able to keep pace with technological developments in its industry. The oil and gas industry is characterized by rapid and significant technological advancement and the introduction of new products and services using new technologies, including through the use of artificial intelligence and other emerging technologies.
A write-down constitutes a non-cash impairment charge to earnings. Long-term declines in commodity prices may adversely affect proved reserve values, which may result in a proved property impairment of Magnolia’s properties, which could have a material adverse effect on results of operations for the periods in which such charges are taken.
Long-term declines in commodity prices may adversely affect proved reserve values, which may result in a proved property impairment of Magnolia’s properties, which could have a material adverse effect on results of operations for the periods in which such charges are taken.
Although these provisions were largely unchanged in recent federal tax legislation such as the Inflation Reduction Act of 2022, Congress could consider, and could include, some or all of these proposals as part of future tax reform legislation.
Although these provisions were largely unchanged in recent federal tax legislation such as the One Big Beautiful Bill Act of 2025, Congress could consider, and could include, some or all of these proposals as part of future tax reform legislation.
Consequently, it may not reflect the prices ordinarily received or that will be received for oil and natural gas production because of varying market conditions, and it also may not reflect the actual costs that will be required to produce or develop the oil and natural gas properties.
Consequently, it may not reflect the prices ordinarily received or that will be received for oil and natural gas production because of varying market conditions, and it also may not reflect the actual costs that will be required to produce or develop the oil and natural gas properties. Magnolia is subject to U.S. federal, state, and local income taxes.
Therefore, proved undeveloped reserves may not be ultimately developed or produced. As of December 31, 2024, Magnolia’s assets contained 42.4 MMboe of proved undeveloped reserves consisting of 14.2 MMBbls of oil, 78.4 Bcf of natural gas, and 15.1 MMBbls of NGLs. Development of these proved undeveloped reserves may take longer and require higher levels of capital expenditures than anticipated.
Therefore, proved undeveloped reserves may not be ultimately developed or produced. As of December 31, 2025, Magnolia’s assets contained 43.6 MMboe of proved undeveloped reserves consisting of 15.2 MMBbls of oil, 86.8 Bcf of natural gas, and 13.9 MMBbls of NGLs. Development of these proved undeveloped reserves may take longer and require higher levels of capital expenditures than anticipated.
In addition, the Supreme Court’s decision in Loper Bright Enterprises v. Raimondo to end the concept of general deference to regulatory agency interpretations of laws introduces new complexity for federal agencies and administration of climate change policy and regulatory programs.
Raimondo to end the concept of general deference to regulatory agency interpretations of laws introduces new complexity for federal agencies and administration of climate change policy and regulatory programs.
Accounting rules require that Magnolia periodically review the carrying value of its properties for possible impairment. Based on prevailing commodity prices, specific market factors, circumstances at the time of prospective impairment reviews, the continuing evaluation of development plans, production data, economics, and other factors, Magnolia may be required to write-down the carrying value of its properties.
Based on prevailing commodity prices, specific market factors, circumstances at the time of prospective impairment reviews, the continuing evaluation of development plans, production data, economics, and other factors, Magnolia may be required to write-down the carrying value of its properties. A write-down constitutes a non-cash impairment charge to earnings.
However, in January 2025, President Trump issued an executive order directing the notice to the United Nations of the United States’ immediate withdrawal from the Paris Agreement and all other agreements made under the United Nations Framework Convention on Climate Change. As a result, the full impact of these actions remains unclear at this time.
However, in January 2025, President Trump issued an executive order directing the notice to the United Nations of the United States’ immediate withdrawal from the Paris Agreement and all other agreements made under the United Nations Framework Convention on Climate Change. The withdrawal became effective in January 2026.
Magnolia’s business could be adversely affected by security threats, including cybersecurity threats, and related disruptions. Magnolia relies heavily on its information systems, and the availability and integrity of these systems is essential to conducting Magnolia’s business and operations.
Magnolia relies heavily on its information systems, and the availability and integrity of these systems is essential to conducting Magnolia’s business and operations.
Risks Related to Financing and Liquidity Magnolia may not be able to generate sufficient cash to service all of its indebtedness and may be forced to take other actions to satisfy debt obligations, which may not be successful.
Outcomes from these audits could have an adverse effect on the Company’s financial condition and results of operations. 26 Risks Related to Financing and Liquidity Magnolia may not be able to generate sufficient cash to service all of its indebtedness and may be forced to take other actions to satisfy debt obligations, which may not be successful.
According to the Bureau of Labor Statistics, inflation rose to a peak of 9.1% in June 2022, and has since decreased to 2.9% as of December 2024.
Inflationary pressures have moderated from recent highs but remain elevated relative to historical levels. According to the Bureau of Labor Statistics, inflation rose to a peak of 9.1% in June 2022, and has since decreased to 2.7% as of December 2025.
In the United States, no comprehensive climate change legislation regulating the emission of GHGs or directly imposing a price on carbon has been implemented at the federal level. However, federal regulators, state and local governments, and private parties have taken (or announced that they plan to take) actions that have or may have a significant influence on the Company’s operations.
However, federal regulators, state and local governments, and private parties have taken (or announced that they plan to take) actions that have or may have a significant influence on the Company’s operations, and legislation and regulations continue to evolve.
Furthermore, there is no certainty that Magnolia will be able to convert proved undeveloped reserves to developed reserves, or that undeveloped reserves will be economically viable or technically feasible to produce. 20 Certain factors could require Magnolia to write-down the carrying values of its properties, including commodity prices decreasing to a level such that future undiscounted cash flows from its properties are less than their carrying value.
Certain factors could require Magnolia to write-down the carrying values of its properties, including commodity prices decreasing to a level such that future undiscounted cash flows from its properties are less than their carrying value. Accounting rules require that Magnolia periodically review the carrying value of its properties for possible impairment.
Magnolia’s operations involve utilizing some of the latest drilling and completion (“D&C”) techniques.
Part of Magnolia’s business strategy involves using some of the latest available horizontal drilling and completion techniques, which involve risks and uncertainties in their application. Magnolia’s operations involve utilizing some of the latest drilling and completion (“D&C”) techniques.
Magnolia’s future effective tax rates could be subject to volatility or adversely affected by a number of factors, including changes in the valuation of Magnolia’s deferred tax assets and liabilities, expected timing and amount of the release of any tax valuation allowances, tax effects of stock based compensation, or 26 changes in tax laws, regulations, or interpretations thereof.
Magnolia’s future effective tax rates could be subject to volatility or adversely affected by a number of factors, including tax effects of stock based compensation, or changes in tax laws, regulations, or interpretations thereof. In addition, Magnolia may be subject to audits of its income, sales, and other transaction taxes by U.S. federal, state, and local taxing authorities.
In addition, any projected future decreases in Magnolia’s operating results due to inflation could adversely affect Magnolia’s future business, financial condition, results of operations, liquidity, and ability to finance planned capital expenditures. Part of Magnolia’s business strategy involves using some of the latest available horizontal drilling and completion techniques, which involve risks and uncertainties in their application.
In addition, any projected future decreases in Magnolia’s operating results due to inflation could adversely affect Magnolia’s future business, financial condition, results of operations, liquidity, and ability to finance planned capital expenditures. Magnolia’s business could be adversely affected by security threats, including cybersecurity threats, and related disruptions.
If there are widespread public health crises, epidemics, and outbreaks of infectious diseases across the United States and other locations across the world and related responsive measures are imposed, and if such events reduce demand for oil and natural gas, available storage and transportation capacity for the Company’s production may be limited or unavailable in the future.
If any events reduce demand for oil and natural gas, available storage and transportation capacity for the Company’s production may be limited or unavailable in the future.
This program requires the EPA to impose a “Waste Emissions Charge” on certain oil and gas sources that are already required to report emissions under EPA’s Greenhouse Gas Reporting Program. To implement the program, in May 2024, the EPA finalized revisions to the Greenhouse Gas Reporting Program for the oil and natural gas sector.
Among other things, the Inflation Reduction Act amended the Clean Air Act to include a Methane Emissions and Waste Reduction Incentive Program for petroleum and natural gas systems. This program required the EPA to impose a Waste Emissions Charge (“WEC”) on certain oil and gas sources that are already required to report emissions under EPA’s Greenhouse Gas Reporting Program.
Removed
In addition, the Magnolia LLC Unit Holders are generally not subject to U.S. federal, state, or local income taxes other than certain state franchise taxes. Magnolia is subject to U.S. federal, state, and local income taxes.
Added
There is no certainty that Magnolia will be able to convert proved undeveloped reserves to developed reserves, or that undeveloped reserves will be economically viable or technically feasible to produce.
Removed
In addition, delays in the development of reserves could cause Magnolia to have to reclassify proved undeveloped reserves as unproved reserves.
Added
The increased use of artificial intelligence (“AI”) technologies, both by the Company and by third parties, may introduce additional cybersecurity and operational risks. AI-enabled applications and services may rely on large volumes of data, third-party models, and cloud-based infrastructure, which could increase exposure to data privacy, security, and intellectual property risks.
Removed
Additionally, in August 2022, the Inflation Reduction Act of 2022 was signed into law. Among other things, the Inflation Reduction Act amends the Clean Air Act to include a Methane Emissions and Waste Reduction Incentive Program for petroleum and natural gas systems.
Added
In addition, threat actors may increasingly leverage AI-enabled techniques to enhance the scale, speed, and sophistication of cyberattacks, including social engineering, phishing, and automated exploitation.
Removed
The emissions reported under the Greenhouse Gas Reporting Program will be the basis for any payments under the Methane Emissions Reduction Program. However, petitions for reconsideration to the EPA are 23 pending and litigation in the D.C. Circuit challenging the revisions have commenced. In November 2024, the EPA finalized a regulation to implement the Inflation Reduction Act’s Waste Emissions Charge.
Added
While Magnolia seeks to manage these risks through its cybersecurity and risk management programs, there can be no assurance that such measures will prevent all AI-related security incidents, which could have a material adverse effect on the Company’s business, financial position, results of operations, or cash flows.
Removed
The Waste Emissions Charge for 2024 is $900 per ton emitted over annual methane emissions thresholds, and increases to $1,200 in 2025, and $1,500 in 2026. In January 2025, industry associations challenged the Waste Emissions Charge rule in the D.C. Circuit.
Added
In the United States, no comprehensive climate change legislation regulating the emission of GHGs or directly imposing a price on carbon has been implemented at the federal level.
Removed
The emissions fee and funding provisions of the Inflation Reduction Act and related legislation could increase operating costs within the oil and gas industry and accelerate the transition away from fossil fuels, which could in turn adversely affect Magnolia’s business and results of operations.
Added
However, in March 2025, the EPA announced its intention to reconsider the March 8, 2024 rule, including Subparts OOOOb and OOOOc, with a final rule expected in or around July 2026.
Removed
However, in January 2025, President Trump issued an executive order directing the heads of all federal agencies to identify and begin the processes to suspend, revise, or rescind all agency actions that are unduly burdensome on the identification, development, or use of domestic energy resources. Consequently, future implementation and enforcement of these final rules remains uncertain at this time.
Added
A subsequent rule finalized on November 26, 2025, and published on December 3, 2025, gives states, along with federal tribes that wish to regulate existing sources, until January 2027 to develop and submit their plans for reducing methane emissions from existing sources. Additionally, in August 2022, the Inflation Reduction Act of 2022 was signed into law.
Removed
COP26 concluded with the finalization of the Glasgow Climate Pact, which stated long-term global goals (including those in the Paris Agreement) to limit the increase in the global average temperature and emphasized reductions in GHG emissions.
Added
To implement the program, in May 2024, the EPA finalized revisions to the Greenhouse Gas Reporting Program for the oil and natural gas sector. However, in March 2025, President Trump signed 23 Congress’ Joint Resolution of Disapproval of the WEC, and in May 2025, EPA issued a final rule to remove the WEC regulations from the Code of Federal Regulations.
Removed
At the 27th conference of parties in November 2022, the United States agreed, in conjunction with the European Union and a number of other partner countries, to develop standards for monitoring and reporting methane emissions to help create a market for low methane-intensity natural gas.
Added
In July 2025, the One Big Beautiful Bill Act of 2025 delayed the effective date of the WEC until 2034.
Removed
At the 28th conference of parties in December 2023, member countries entered into an agreement that calls for actions toward achieving, at a global scale, a tripling of renewable energy capacity and doubling energy efficiency improvements by 2030.
Added
In addition, in September 2025, EPA proposed to permanently remove program obligations from the Greenhouse Gas Reporting Program for most source categories, and suspend program obligations for some sources subject to subpart W (which applies to emission sources in certain segments of the petroleum and natural gas industry) until 2034.
Removed
In addition, Magnolia may be subject to audits of its income, sales, and other transaction taxes by U.S. federal, state, and local taxing authorities. Outcomes from these audits could have an adverse effect on the Company’s financial condition and results of operations.
Added
Under the proposed rule, facilities in the natural gas distribution segment of subpart W would no longer report to EPA after reporting year 2024. The future implementation and enforcement of these proposed and final rules remains uncertain at this time.
Added
In addition, the United States did not send an official delegation to the 30th conference of the parties. The full impact of these actions remains unclear at this time. In addition, the Supreme Court’s decision in Loper Bright Enterprises v.
Added
At the same time, recent political developments could subject the Company to increased risk of criticism or litigation risks from certain “anti-ESG” parties. Such sentiment may focus on the Company’s GHG reduction initiatives, which anti-ESG proponents may assert as unlawful, political, or polarizing in nature.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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The Company is not aware of any material risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition.
The Company is not aware of any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition.
The IRP is reviewed annually and specifies the process for identifying a cybersecurity incident, conducting the initial investigation, classifying incident severity, documenting and communicating information to the appropriate parties, responding to and remediating the incident, and ongoing training.
The IRP is reviewed annually and specifies the process for identifying a cybersecurity incident, conducting the initial investigation, classifying incident severity, documenting and communicating information to the appropriate parties, responding to and remediating the incident, 29 and ongoing training.
In addition to performing its annual assessment of the overall cybersecurity risk as part of the Company’s Enterprise Risk Assessment evaluation, Magnolia constantly assesses its cybersecurity risks by considering the likelihood of occurrence and the potential impact on the business.
In addition to performing its annual assessment of the overall cybersecurity risk as part of the Company’s Enterprise Risk Assessment evaluation, Magnolia constantly assesses its cybersecurity risks by evaluating the likelihood of occurrence and the potential impact on the business.
In the event of a cybersecurity incident, the IRP would be initiated to inform management, the Audit Committee, and the board of directors, as necessary. The Company also has contracted retainers with third party vendors in the event they are required to assist during a major cybersecurity incident. Cybersecurity risks are an important subset of Magnolia’s overall risk management process.
In the event of a cybersecurity incident, the IRP provides a process for the escalation of information about the incident to management, the Audit Committee, and the board of directors, as necessary. The Company also has contracted retainers with third party vendors in the event they are required to assist during a major cybersecurity incident.
The Company considers the complexity of and reliance on cyber-connected systems in its risk assessment and prioritization. Magnolia’s information security management processes and controls are based upon industry leading frameworks, including the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF). Through recurring internal audits, controls are regularly reviewed, tested, and enhanced to promote best practices.
Management of cybersecurity risks is an important subset of Magnolia’s overall risk management process. The Company considers the complexity of and reliance on cyber-connected systems in its risk assessment and prioritization. Magnolia’s information security management processes and controls are based upon industry leading frameworks, including the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF).
Item 1C. Cybersecurity Risk Management and Strategy The Company has a robust, risk-based cybersecurity program, designed to protect the Company’s data as well as data belonging to its customers and partners.
Item 1C. Cybersecurity Risk Management and Strategy The Company has a robust, risk-based cybersecurity program, designed to protect the Company’s operations and information assets.
Magnolia uses email and spam filtering and requires mandatory security awareness training for all employees, which is reinforced through periodic simulated phishing tests. 29 The Company uses a backup and recovery methodology that supports the replication of data across multiple secure data centers with the intent to prevent local and cloud backup data from accidental destruction and unavailability in the event of data loss or a major cyber event.
The Company uses a backup and recovery methodology that supports the replication of data across multiple secure data centers with the intent to prevent local and cloud backup data from accidental destruction and unavailability in the event of data loss or a major cyber event.
Magnolia engages third party consultants to benchmark its internal cybersecurity posture against the NIST CSF, perform external penetration tests, and facilitate simulated cyberattacks and incident responses. Additionally, third party service providers perform continuous managed detection and response activities. Security due diligence is performed when considering purchasing third party software and utilizing third party hosted providers.
Through recurring internal audits, controls are regularly reviewed, tested, and enhanced to promote best practices. Magnolia engages third party consultants to benchmark its internal cybersecurity posture against the NIST CSF, perform external penetration tests, and facilitate simulated cyberattacks and incident responses. Additionally, third party service providers perform continuous managed detection and response activities.
This evaluation considers the security architecture, confidentiality and criticality of data, as well as methods and practices used by third party vendors to encrypt, transmit, store, back up, and recover data. Governance The Audit Committee of the board of directors has oversight of the Company’s risk management, including cybersecurity.
Security due diligence is performed when considering purchasing third party software and utilizing third party hosted providers. This evaluation considers the security architecture, confidentiality and criticality of data, as well as methods and practices used by third party vendors to encrypt, transmit, store, back up, and recover data.
The Company utilizes security vulnerability scanning software and 24/7 monitoring in an effort to detect and prevent significant cybersecurity threats.
The Company utilizes security vulnerability scanning software and 24/7 monitoring in an effort to detect and prevent significant cybersecurity threats. Magnolia uses email and spam filtering and requires mandatory security awareness training for all employees, which is reinforced through periodic simulated phishing tests.
Added
Governance The Audit Committee of the board of directors has oversight of the Company’s risk management, including cybersecurity.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Khani spent the first 18 years of his career at various investment banking and capital market firms, including FBR & Co., Prudential Financial, Inc., and Lehman Brothers, Inc. 31 James R.
Khani spent the first 18 years of his 31 career at various investment banking and capital market firms, including FBR & Co., Prudential Financial, Inc., and Lehman Brothers, Inc. James R.
Corales serves as Magnolia’s Senior Vice President and Chief Financial Officer. Prior to this appointment in November 2022, Mr. Corales served as the Company’s Vice President, Investor Relations since November 2018. Prior to joining the Company in November 2018, Mr.
Corales serves as Magnolia’s Senior Vice President and Chief Financial Officer. Prior to this appointment in November 2022, Mr. Corales served as the Company’s Vice President, Investor Relations since November 2018. Before joining the Company in 2018, Mr.
Lewis Ropp was a Senior Managing Director and Senior Equity Partner of Barrow Hanley Global Investors, a diversified investment management firm (“Barrow Hanley”), from October 2001 until June 2024, at which time he retired. From 2017 until 2020, Mr.
Ropp previously was a Senior Managing Director and Senior Equity Partner of Barrow Hanley Global Investors, a diversified investment management firm (“Barrow Hanley”), from October 2001 until June 2024, at which time he retired. From 2017 until 2020, Mr.
Acosta is currently a member of the board of directors of Vistra Corporation and Veritex Holdings, Inc. Edward P. Djerejian served in the U.S. Foreign Service for eight presidents, from John F. Kennedy in 1962 to William J. Clinton in 1994.
Acosta is currently a member of the board of directors of Vistra Corporation. Edward P. Djerejian served in the U.S. Foreign Service for eight presidents, from John F. Kennedy in 1962 to William J. Clinton in 1994.
Szabo has served as an independent director of Talos Energy, Inc., an energy company focused on offshore oil and gas exploration and production (“Talos”), since February 2023, where she serves on the Compensation and Safety, Sustainability and Corporate Responsibility Committees and co-chairs the Technical Committee. Beginning in February 2020, Ms.
Szabo has served as an independent director of Talos Energy, Inc., an energy company focused on offshore oil and gas exploration and production (“Talos”), since February 2023, where she currently serves on the Audit Committee and as the chairperson of the Safety, Sustainability and Corporate Responsibility Committee. Beginning in February 2020, Ms.
Item 4. Mine Safety Disclosures Not applicable. 30 Information About Magnolia’s Executive Officers and Directors The following table sets forth, as of February 19, 2025, the names, ages, and positions held by Magnolia’s executive officers and directors: Name Age Position Christopher G. Stavros 61 President, Chief Executive Officer and Director Brian M.
Item 4. Mine Safety Disclosures Not applicable. 30 Information About Magnolia’s Executive Officers and Directors The following table sets forth, as of February 12, 2026, the names, ages, and positions held by Magnolia’s executive officers and directors: Name Age Position Christopher G. Stavros 62 President, Chief Executive Officer and Chairman of the Board Brian M.
Yang served as General Counsel and Corporate Secretary of Newfield Exploration Company, an independent exploration and production company, from July 2015 through September 2018, and as General Counsel, Chief Compliance Officer, and Secretary of Sabine Oil & Gas Corporation from February 2013 to July 2015. Dan F.
Yang served as General Counsel and Corporate Secretary of Newfield Exploration Company, an independent exploration and production company, from July 2015 through September 2018, and as General Counsel, Chief Compliance Officer, and Secretary of Sabine Oil & Gas Corporation from February 2013 to July 2015. Dan F. Smith has served as a member of Magnolia’s board of directors since 2017.
Yang serves Magnolia as Executive Vice President, General Counsel, Corporate Secretary and Land. Mr. Yang joined Magnolia in September 2018. Prior to joining Magnolia, Mr.
Yang serves Magnolia as Executive Vice President, General Counsel, Corporate Secretary and Land. Before joining the Company in 2018, Mr.
Stavros is Magnolia’s President and Chief Executive Officer and serves as a member of the Company’s board of directors. Before his appointment to this position in September 2022, he served as Magnolia’s Executive Vice President and Chief Financial Officer since the Company’s inception. Prior to joining the Company, Mr.
Before his appointment to the position of President and Chief Executive Officer, he served as Magnolia’s Executive Vice President and Chief Financial Officer from the Company’s inception in July 2018 until September 2022. Before joining the Company, Mr.
Corales 46 Senior Vice President and Chief Financial Officer Timothy D. Yang 53 Executive Vice President, General Counsel, Corporate Secretary and Land Dan F. Smith 78 Chairman Arcilia C. Acosta 59 Director Edward P. Djerejian 85 Director David M. Khani 61 Director James R. Larson 75 Director R. Lewis Ropp 65 Director Shandell M. Szabo 50 Director Christopher G.
Corales 46 Senior Vice President and Chief Financial Officer Timothy D. Yang 54 Executive Vice President, General Counsel, Corporate Secretary and Land Dan F. Smith 79 Lead Independent Director Arcilia C. Acosta 60 Director Edward P. Djerejian 86 Director David M. Khani 62 Director James R. Larson 76 Director R. Lewis Ropp 66 Director Shandell M.
Acosta is the Chief Executive Officer of CARCON Industries & Construction, a full-service construction firm, and is also the founder and Chief Executive Officer of Southwestern Testing Laboratories (STL Engineers), a geotechnical engineering and construction materials testing firm, both of which are based in Dallas, Texas. Ms.
Smith is currently a director and Chairman of the Board of Orion Engineered Carbons, S.A. Arcilia C. Acosta has served as Chief Executive Officer of CARCON Industries and Construction, a full-service construction firm, since 2000. Ms. Acosta is also the founder and Chief Executive Officer of Southwestern Testing Laboratories (STL Engineers), a position she has held since 2003. Ms.
Removed
Smith has served as a Director on Magnolia’s board since 2018 and as its Chairman since 2022.
Added
Szabo 51 Director Christopher G. Stavros has served as Magnolia’s President and Chief Executive Officer and as a member of Magnolia’s board of directors since September 2022 and became Chairman of the Board in July 2025.
Removed
Smith is currently a director and Chairman of the board of Orion Engineered Carbons, S.A. Arcilia C.
Added
He was Chairman of the Board from September 2022 to July 2025 and became Lead Independent Director in July 2025.
Added
Lewis Ropp has served as an independent director of Entergy Corporation, an electricity service provider, since August 2025, where he currently serves on the Audit and Corporate Governance Committees. Mr.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Comparative Stock Performance The performance graph below compares the cumulative total stockholder return (including the reinvestment of dividends) for the Company’s Class A Common Stock to that of the Standard and Poor’s (“S&P”) 500 Index and the SPDR S&P 500 Oil & Gas Exploration and Production ETF.
Comparative Stock Performance The performance graph below compares the cumulative total stockholder return (including the reinvestment of dividends) for the Company’s Class A Common Stock to that of the Standard and Poor’s (“S&P”) 500 Index and the SPDR S&P Oil & Gas Exploration and Production ETF.
The graph assumes an 33 investment of $100 was made in the Company’s Class A Common Stock and in each of the S&P 500 Index and the SPDR S&P 500 Oil & Gas Exploration and Production ETF on December 31, 2019. Note: The stock price performance of Magnolia’s Class A Common Stock is not necessarily indicative of future performance .
The graph assumes an investment of $100 was made in the Company’s Class A Common Stock and in each of the S&P 500 Index and the SPDR S&P Oil & Gas Exploration and Production ETF on December 31, 2020. 33 Note: The stock price performance of Magnolia’s Class A Common Stock is not necessarily indicative of future performance .
Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Market Information Magnolia’s Class A Common Stock are currently traded on the NYSE under the ticker symbol “MGY.” As of February 14, 2025, there were 10 holders of record of Magnolia’s Class A Common Stock, and 5 holders of record of the Company’s Class B Common Stock, par value $0.0001 per share.
Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Market Information Magnolia’s Class A Common Stock is currently traded on the NYSE under the ticker symbol “MGY.” As of February 9, 2026, there were 9 holders of record of Magnolia’s Class A Common Stock, and 5 holders of record of the Company’s Class B Common Stock, par value $0.0001 per share.
The program does not require purchases to be made within a particular time frame. On February 12, 2025, the Company’s board of directors increased the share repurchase authorization by an additional 10.0 million shares of Class A Common Stock, which increased the total share repurchase authorization to 50.0 million shares.
The program does not require purchases to be made within a particular time frame. On February 5, 2026, the Company’s board of directors increased the share repurchase authorization by an additional 10.0 million shares of Class A Common Stock, which increased the total share repurchase authorization to 60.0 million.
Issuer Purchases of Equity Securities The following table sets forth the Company’s share repurchase activities for the year ended December 31, 2024: Period Number of Shares of Class A Common Stock Purchased Average Price Paid per Share Total Number of Shares of Class A Common Stock Purchased as Part of Publicly Announced Program Maximum Number of Shares of Class A Common Stock that May Yet be Purchased Under the Program (1) January 1, 2024 - September 30, 2024 5,300,000 $ 23.97 5,300,000 3,918,105 October 1, 2024 - October 31, 2024 575,000 26.04 575,000 3,343,105 November 1, 2024 - November 30, 2024 420,000 27.35 420,000 2,923,105 December 1, 2024 - December 31, 2024 1,180,000 24.87 1,180,000 1,743,105 Total 7,475,000 $ 24.46 7,475,000 1,743,105 (1) As of December 31, 2024, the Company’s board of directors had authorized a share repurchase program of up to 40.0 million shares of Class A Common Stock.
Issuer Purchases of Equity Securities The following table sets forth the Company’s share repurchase activities for the year ended December 31, 2025: Period Number of Shares of Class A Common Stock Purchased Average Price Paid per Share Total Number of Shares of Class A Common Stock Purchased as Part of Publicly Announced Program Maximum Number of Shares of Class A Common Stock that May Yet be Purchased Under the Program (1) January 1, 2025 - September 30, 2025 6,509,974 $ 23.36 6,509,974 5,233,131 October 1, 2025 - October 31, 2025 650,000 23.14 650,000 4,583,131 November 1, 2025 - November 30, 2025 810,000 22.46 810,000 3,773,131 December 1, 2025 - December 31, 2025 900,000 22.43 900,000 2,873,131 Total 8,869,974 $ 23.17 8,869,974 2,873,131 (1) As of December 31, 2025, the Company’s board of directors had authorized a share repurchase program of up to 50.0 million shares of Class A Common Stock.
Removed
During the twelve months ended December 31, 2024, outside of the share repurchase program, Magnolia LLC repurchased and subsequently canceled a total of 3.5 million Magnolia LLC Units with an equal number of shares of corresponding Class B Common Stock for cash consideration of $89.7 million at an average price of $25.62 per share.
Added
Dividend Policy Future dividends are at the discretion of the Company’s board of directors, and the board of directors may change the dividend amount from time to time based on the Company's outlook for commodity prices, liquidity, debt levels, capital resources, and other factors.
Removed
There is no public market for the Class B Common Stock. For further detail, see Note 11—Stockholders’ Equity in the notes to the consolidated financial statements included in this Annual Report on Form 10-K.
Added
The board of directors intends to continue the payment of dividends to the holders of the Company’s common stock in the future; however, the Company can provide no assurance that dividends will be authorized or declared in the future or as to the amount or type of any future dividends.
Added
The board of directors’ determination with respect to any such dividends, including the record date, the payment date, and the actual amount of the dividend, will depend upon the Company’s profitability and financial condition, contractual restrictions, restrictions imposed by applicable law, and other factors that the board of directors deems relevant at the time of such determination.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Income tax expense. The following table summarizes the Company’s income tax expense for the periods indicated.
The following table summarizes the Company’s income tax expense for the periods indicated.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
The Company’s ongoing plan is to spend within cash flow on drilling and completing wells while maintaining low financial leverage. During 2024, Magnolia operated two rigs. The Company’s gradual and measured approach toward the development of the Giddings area has created operating efficiencies leading to higher production in 2024.
The Company’s ongoing plan is to spend within cash flow on drilling and completing wells while maintaining low financial leverage. During 2025, Magnolia operated two rigs. The Company’s gradual and measured approach toward the development of the Giddings area has created operating efficiencies leading to higher production in 2025.
During the year ended December 31, 2024, the Company declared and paid cash dividends to holders of its Class A Common Stock totaling $97.6 million. Additionally, $7.8 million was distributed to the Magnolia LLC Unit Holders. During the year ended December 31, 2023, the Company declared cash dividends to holders of its Class A Common Stock totaling $87.8 million.
During the year ended December 31, 2024, the Company declared and paid cash dividends to holders of its Class A Common Stock totaling $97.6 million. Additionally, $7.8 million was distributed to the Magnolia LLC Unit Holders.
The activity during the year ended December 31, 2024 was largely driven by the number of operated and non-operated drilling rigs. The number of operated drilling rigs is largely dependent on commodity prices and the Company’s strategy of maintaining spending to accommodate the Company’s business model.
The activity during the year ended December 31, 2025 was largely driven by the number of operated and non-operated drilling rigs. The number of operated drilling rigs is largely dependent on commodity prices and the Company’s strategy of maintaining spending to accommodate the Company’s business model.
As of December 31, 2024, the Company had $400.0 million of principal debt related to the 2032 Senior Notes outstanding and no outstanding borrowings related to the RBL Facility.
As of December 31, 2025, the Company had $400.0 million of principal debt related to the 2032 Senior Notes outstanding and no outstanding borrowings related to the RBL Facility.
The Company’s ongoing plan is to continue to spend within cash flow on drilling and completing wells while maintaining low financial leverage. Capital Requirements As of December 31, 2024, the Company’s board of directors had authorized a share repurchase program of up to 40.0 million shares of Class A Common Stock.
The Company’s ongoing plan is to continue to spend within cash flow on drilling and completing wells while maintaining low financial leverage. Capital Requirements As of December 31, 2025, the Company’s board of directors had authorized a share repurchase program of up to 50.0 million shares of Class A Common Stock.
During the year ended December 31, 2024, Magnolia LLC repurchased and subsequently canceled 3.5 million Magnolia LLC Units with an equal number of shares of corresponding Class B Common Stock for $89.7 million of cash consideration. As of December 31, 2024, Magnolia owned approximately 97.2% of the interest in Magnolia LLC and the noncontrolling interest was 2.8%.
During the year ended December 31, 2024, Magnolia LLC repurchased and subsequently canceled 3.5 million Magnolia LLC Units with an equal number of shares of corresponding Class B Common Stock for $89.7 million of cash consideration. As of December 31, 2025, Magnolia owned approximately 97.0% of the interest in Magnolia LLC and the noncontrolling interest was 3.0%.
This section of this Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
This section of this Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
Magnolia also recognized net income of $397.3 million, which includes noncontrolling interest of $31.3 million related to the Magnolia LLC Units (and corresponding shares of Class B Common Stock) held by certain affiliates of EnerVest for the year ended December 31, 2024.
Magnolia also recognized net income of $337.3 million, which includes noncontrolling interest of $12.0 million related to the Magnolia LLC Units (and corresponding shares of Class B Common Stock) held by certain affiliates of EnerVest for the year ended December 31, 2025.
During the years ended December 31, 2024 and 2023, the Company repurchased 7.5 million and 9.6 million shares under this authorization, for a total cost of approximately $182.8 million and $207.0 million, respectively.
During the years ended December 31, 2025 and 2024, the Company repurchased 8.9 million and 7.5 million shares under this authorization, for a total cost of approximately $205.5 million and $182.8 million, respectively.
On February 12, 2025, the Company’s board of directors increased the share repurchase authorization by an additional 10.0 million shares of Class A Common Stock, which increased total share repurchase authorization to 50.0 million.
On February 5, 2026, the Company’s board of directors increased the share repurchase authorization by an additional 10.0 million shares of Class A Common Stock, which increased the total share repurchase authorization to 60.0 million.
Acquisitions During the year ended December 31, 2024, the Company completed various leasehold, mineral rights, and property acquisitions totaling $165.4 million primarily in the Giddings area. During the year ended December 31, 2023, the Company completed various leasehold, mineral rights, and property acquisitions totaling $355.5 million primarily in the Giddings area.
Acquisitions During the year ended December 31, 2025, the Company completed various leasehold, mineral rights, and property acquisitions totaling $66.6 million primarily in the Giddings area. During the year ended December 31, 2024, the Company completed various leasehold, mineral rights, and property acquisitions totaling $165.4 million primarily in the Giddings area.
On February 12, 2025, the Company’s board of directors increased the share repurchase authorization by an additional 10.0 million shares of Class A Common Stock, which increased the total share repurchase authorization to 50.0 million shares. 35 As of December 31, 2024, Magnolia owned approximately 97.2% of the interest in Magnolia LLC and the noncontrolling interest was 2.8%.
On February 5, 2026, the Company’s board of directors increased the share repurchase authorization by an additional 10.0 million shares of Class A Common Stock, which increased the total share repurchase authorization to 60.0 million. As of December 31, 2025, Magnolia owned approximately 97.0% of the interest in Magnolia LLC and the noncontrolling interest was 3.0%.
The program does not require purchases to be made within a particular timeframe. The Company had repurchased 38.3 million shares under the program at a cost of $707.8 million and had 1.7 million shares of Class A Common Stock remaining under its share repurchase authorization as of December 31, 2024.
The program does not require purchases to be made within a particular timeframe. The Company had repurchased 47.1 million shares under the program at a cost of $913.3 million and had 2.9 million shares of Class A Common Stock remaining under its share repurchase authorization as of December 31, 2025.
During the year ended December 31, 2024, the Company declared cash dividends to holders of its Class A Common Stock totaling $97.6 million. As of December 31, 2024, the Company’s board of directors had authorized a share repurchase program of up to 40.0 million shares of Class A Common Stock.
During the year ended December 31, 2025, the Company declared cash dividends to holders of its Class A Common Stock totaling $113.1 million. 35 As of December 31, 2025, the Company’s board of directors had authorized a share repurchase program of up to 50.0 million shares of Class A Common Stock.
As of December 31, 2024, the Company has $710.0 million of liquidity comprised of the $450.0 million of borrowing capacity under the RBL Facility, and $260.0 million of cash and cash equivalents. 39 Cash and Cash Equivalents At December 31, 2024, Magnolia had $260.0 million of cash and cash equivalents.
As of December 31, 2025, the Company has $716.8 million of liquidity comprised of the $450.0 million of borrowing capacity under the RBL Facility, and $266.8 million of cash and cash equivalents. 39 Cash and Cash Equivalents At December 31, 2025, Magnolia had $266.8 million of cash and cash equivalents.
Finally, these reserves are the basis for Magnolia’s supplemental oil and natural gas disclosures. Reserves are calculated using an unweighted arithmetic average of commodity prices in effect on the first day of each of the previous 12 months, held flat for the life of the production, except where prices are defined by contractual arrangements.
Reserves are calculated using an unweighted arithmetic average of commodity prices in effect on the first day of each of the previous 12 months, held flat for the life of the production, except where prices are defined by contractual arrangements.
As of December 31, 2024, Magnolia held an interest in approximately 2,674 gross (1,818 net) wells, with total production of 89.7 thousand barrels of oil equivalent per day (“Mboe/d”) for the year ended December 31, 2024.
As of December 31, 2025, Magnolia held an interest in approximately 2,867 gross (1,948 net) wells, with total production of 99.8 thousand barrels of oil equivalent per day (“Mboe/d”) for the year ended December 31, 2025.
A 9% increase in NGL production increased revenues for the year ended December 31, 2024 by $15.0 million compared to the same period in the prior year, partially offset by a 2% decrease in average prices which decreased revenues by $2.6 million. Operating Expenses and Other Income (Expense) .
A 15% increase in NGL production increased revenues for the year ended December 31, 2025 by $27.1 million compared to the same period in the prior year, partially offset by a 1% decrease in average prices that decreased revenues by $2.4 million. Operating Expenses and Other Expense .
Additions to Oil and Natural Gas Properties The following table sets forth the Company’s capital expenditures for the years ended December 31, 2024 and 2023. Years Ended (In thousands) December 31, 2024 December 31, 2023 Drilling and completion $ 477,000 $ 421,623 Leasehold acquisition costs 9,729 3,267 Total capital expenditures $ 486,729 $ 424,890 During 2024, Magnolia operated two rigs.
Additions to Oil and Natural Gas Properties The following table sets forth the Company’s capital expenditures for the years ended December 31, 2025 and 2024. Years Ended (In thousands) December 31, 2025 December 31, 2024 Drilling and completion $ 460,667 $ 477,000 Leasehold acquisition costs 8,810 9,729 Total capital expenditures $ 469,477 $ 486,729 During 2025, Magnolia operated two rigs.
Magnolia recognized net income attributable to Class A Common Stock of $366.0 million, or $1.94 per diluted common share, for the year ended December 31, 2024.
Magnolia recognized net income attributable to Class A Common Stock of $325.3 million, or $1.73 per diluted common share, for the year ended December 31, 2025.
Sources and Uses of Cash and Cash Equivalents The following table presents the sources and uses of the Company’s cash and cash equivalents for the periods presented: Years Ended (In thousands) December 31, 2024 December 31, 2023 SOURCES OF CASH AND CASH EQUIVALENTS Net cash provided by operating activities $ 920,850 $ 855,789 Proceeds from issuance of long-term debt 400,000 — Net sources of cash and cash equivalents 1,320,850 855,789 USES OF CASH AND CASH EQUIVALENTS Redemption of long-term debt $ (404,000) $ — Acquisitions (165,424) (355,499) Additions to oil and natural gas properties (486,729) (424,890) Changes in working capital associated with additions to oil and natural gas properties (2,385) (33,793) Class A Common Stock repurchases (183,375) (205,320) Class B Common Stock purchases and cancellations (89,670) — Dividends paid (97,620) (88,077) Distributions to noncontrolling interest owners (9,133) (14,065) Cash paid for debt issuance costs (12,713) — Other (10,873) (8,465) Net uses of cash and cash equivalents (1,461,922) (1,130,109) NET CHANGE IN CASH AND CASH EQUIVALENTS $ (141,072) $ (274,320) Sources of Cash and Cash Equivalents Net Cash Provided by Operating Activities Operating cash flows are the Company’s primary source of liquidity and are impacted, in the short term and long term, by oil and natural gas prices.
Sources and Uses of Cash and Cash Equivalents The following table presents the sources and uses of the Company’s cash and cash equivalents for the periods presented: Years Ended (In thousands) December 31, 2025 December 31, 2024 SOURCES OF CASH AND CASH EQUIVALENTS Net cash provided by operating activities $ 878,639 $ 920,850 Proceeds from issuance of long-term debt — 400,000 Net sources of cash and cash equivalents 878,639 1,320,850 USES OF CASH AND CASH EQUIVALENTS Redemption of long-term debt $ — $ (404,000) Acquisitions (66,588) (165,424) Additions to oil and natural gas properties (469,477) (486,729) Changes in working capital associated with additions to oil and natural gas properties (10,368) (2,385) Class A Common Stock repurchases (205,471) (183,375) Class B Common Stock purchases and cancellations — (89,670) Dividends paid (113,096) (97,620) Distributions to noncontrolling interest owners (3,500) (9,133) Cash paid for debt issuance costs — (12,713) Other (3,403) (10,873) Net uses of cash and cash equivalents (871,903) (1,461,922) NET CHANGE IN CASH AND CASH EQUIVALENTS $ 6,736 $ (141,072) Sources of Cash and Cash Equivalents Net Cash Provided by Operating Activities Operating cash flows are the Company’s primary source of liquidity and are impacted, in the short term and long term, by oil and natural gas prices.
The Company’s primary uses of cash have been for development of the Company’s oil and natural gas properties, returning capital to shareholders, bolt-on acquisitions of oil and natural gas properties, and general working capital needs.
Liquidity and Capital Resources Magnolia’s primary source of liquidity and capital has been its cash flows from operations. The Company’s primary uses of cash have been for development of the Company’s oil and natural gas properties, returning capital to shareholders, bolt-on acquisitions of oil and natural gas properties, and general working capital needs.
Despite the inherent imprecision in these engineering estimates, Magnolia’s reserves are used throughout the Company’s financial statements. For example, since Magnolia uses the unit-of-production method to amortize its oil and natural gas properties, the quantity of reserves could significantly impact Magnolia’s DD&A expense. A material adverse change in the estimated volumes of reserves could result in property impairments.
For example, since Magnolia uses the unit-of-production method to amortize its oil and natural gas properties, the quantity of reserves could significantly impact Magnolia’s DD&A expense. A material adverse change in the estimated volumes of reserves could result in property impairments. Finally, these reserves are the basis for Magnolia’s supplemental oil and natural gas disclosures.
Gathering, transportation, and processing costs are costs incurred to deliver oil, natural gas, and NGLs to the market. These expenses can vary based on the volume of oil, natural gas, and NGLs produced as well as the cost of commodity processing.
The decrease in lease operating expenses per boe was due to higher production. Gathering, transportation, and processing (“GTP”) costs are costs incurred to deliver oil, natural gas, and NGLs to the market. These expenses can vary based on the volume of oil, natural gas, and NGLs produced as well as the cost of commodity processing.
Undrilled locations can be classified as undeveloped reserves only if a plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time. All of Magnolia’s proved undeveloped reserves as of December 31, 2024, that are included in this Annual Report, are planned to be developed within one year.
Undrilled locations can be classified as undeveloped reserves only if a plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time.
Years Ended (In thousands, except per unit data) December 31, 2024 December 31, 2023 Operating Expenses: Lease operating expenses $ 180,881 $ 155,491 Gathering, transportation, and processing 39,832 44,327 Taxes other than income 71,862 65,565 Exploration expenses 1,374 5,445 Asset retirement obligations accretion 6,729 4,039 Depreciation, depletion and amortization 414,487 324,790 Impairment of oil and natural gas properties — 15,735 General and administrative expenses 88,733 77,102 Total operating costs and expenses $ 803,898 $ 692,494 Other Income (Expense): Interest expense, net $ (14,371) $ (33) Loss on extinguishment of debt (8,796) — Other income, net 4,322 15,360 Total other income (expense), net $ (18,845) $ 15,327 Average Operating Costs per boe: Lease operating expenses $ 5.51 $ 5.17 Gathering, transportation, and processing 1.21 1.47 Taxes other than income 2.19 2.18 Exploration expenses 0.04 0.18 Asset retirement obligations accretion 0.20 0.13 Depreciation, depletion and amortization 12.62 10.81 Impairment of oil and natural gas properties — 0.52 General and administrative expenses 2.70 2.57 Lease operating expenses are the costs incurred in the operation of producing properties, including expenses for utilities, direct labor, water disposal, workover rigs, workover expenses, materials, and supplies.
Years Ended (In thousands, except per unit data) December 31, 2025 December 31, 2024 Operating Expenses: Lease operating expenses $ 186,559 $ 180,881 Gathering, transportation, and processing 67,096 39,832 Taxes other than income 76,452 71,862 Exploration expenses 962 1,374 Asset retirement obligations accretion 6,800 6,729 Depreciation, depletion and amortization 437,757 414,487 General and administrative expenses 97,038 88,733 Total operating costs and expenses $ 872,664 $ 803,898 Other Expense: Interest expense, net $ (21,617) $ (14,371) Loss on extinguishment of debt — (8,796) Other income (expense), net (153) 4,322 Total other expense, net $ (21,770) $ (18,845) Average Operating Costs per boe: Lease operating expenses $ 5.12 $ 5.51 Gathering, transportation, and processing 1.84 1.21 Taxes other than income 2.10 2.19 Exploration expenses 0.03 0.04 Asset retirement obligations accretion 0.19 0.20 Depreciation, depletion and amortization 12.02 12.62 General and administrative expenses 2.66 2.70 Lease operating expenses are the costs incurred in the operation of producing properties, including expenses for utilities, direct labor, water disposal, workover rigs, workover expenses, materials, and supplies.
A 17% decrease in average prices decreased revenues for the year ended December 31, 2024 by $17.4 million compared to the same period in the prior year, partially offset by a 7% increase in natural gas production which increased revenues by $5.6 million. 37 NGL revenues for the year ended December 31, 2024 were $12.4 million higher than the year ended December 31, 2023.
A 15% decrease in average prices decreased 2025 revenues by $161.0 million compared to the same period in the prior year, partially offset by a 4% increase in oil production that increased revenues by $32.4 million. Natural gas revenues for the year ended December 31, 2025 were $100.0 million higher than the year ended December 31, 2024.
Business Overview As of December 31, 2024, Magnolia’s assets in South Texas included 79,067 gross (54,936 net) acres in the Karnes area and 738,840 gross (549,121 net) acres in the Giddings area.
Business Overview As of December 31, 2025, Magnolia’s assets in South Texas included 79,350 gross (55,370 net) acres in the Karnes area and 738,880 gross (557,990 net) acres in the Giddings area.
Interest expense, net, during the year ended December 31, 2024 was $14.3 million higher than the year ended December 31, 2023, driven by lower interest income realized during 2024 as a result of lower cash balances. During the year ended December 31, 2024, the Company recognized a loss of $8.8 million on the extinguishment of the 2026 Senior Notes.
Interest expense, net, during the year ended December 31, 2025 was $7.2 million higher than the year ended December 31, 2024, driven by lower interest income realized during 2025 as a result of lower interest rates and cash balances.
For the Years Ended (In thousands) December 31, 2024 December 31, 2023 Current income tax expense $ 25,541 $ 31,852 Deferred income tax expense 70,272 75,356 Income tax expense $ 95,813 $ 107,208 For the year ended December 31, 2024, income tax expense was $11.4 million lower than the year ended December 31, 2023, primarily a result of additional tax credits and a decrease in income before income taxes, partially offset by an increase in controlling interest.
For the Years Ended (In thousands) December 31, 2025 December 31, 2024 Current income tax expense $ (16,698) $ 25,541 Deferred income tax expense 96,830 70,272 Income tax expense $ 80,132 $ 95,813 For the year ended December 31, 2025, income tax expense was $15.7 million lower than the year ended December 31, 2024, primarily a result of additional tax credits and a decrease in income before income taxes.
Years Ended (In thousands, except per unit data) December 31, 2024 December 31, 2023 Production: Oil (MBbls) 14,019 12,608 Natural gas (MMcf) 58,746 55,085 NGLs (MBbls) 9,024 8,266 Total (Mboe) 32,834 30,054 Average daily production: Oil (Bbls/d) 38,302 34,541 Natural gas (Mcf/d) 160,508 150,918 NGLs (Bbls/d) 24,655 22,645 Total (boe/d) 89,709 82,340 Production (% of total): Oil 43 % 42 % Natural gas 30 % 31 % NGLs 27 % 27 % Revenues: Oil revenues $ 1,046,675 $ 958,388 Natural gas revenues 90,277 102,054 Natural gas liquids revenues 178,934 166,537 Total revenues $ 1,315,886 $ 1,226,979 Revenue (% of total): Oil 80 % 78 % Natural gas 7 % 8 % NGLs 13 % 14 % Average Price: Oil (per barrel) $ 74.66 $ 76.02 Natural gas (per Mcf) 1.54 1.85 NGLs (per barrel) 19.83 20.15 Oil revenues for the year ended December 31, 2024 were $88.3 million higher than the year ended December 31, 2023.
Years Ended (In thousands, except per unit data) December 31, 2025 December 31, 2024 Production: Oil (MBbls) 14,531 14,019 Natural gas (MMcf) 68,917 58,746 NGLs (MBbls) 10,407 9,024 Total (Mboe) 36,424 32,834 Average daily production: Oil (Bbls/d) 39,810 38,302 Natural gas (Mcf/d) 188,814 160,508 NGLs (Bbls/d) 28,513 24,655 Total (boe/d) 99,793 89,709 Production (% of total): Oil 40 % 43 % Natural gas 32 % 30 % NGLs 28 % 27 % Revenues: Oil revenues $ 918,027 $ 1,046,675 Natural gas revenues 190,252 90,277 Natural gas liquids revenues 203,566 178,934 Total revenues $ 1,311,845 $ 1,315,886 Revenue (% of total): Oil 70 % 80 % Natural gas 15 % 7 % NGLs 15 % 13 % Average Price: Oil (per barrel) $ 63.18 $ 74.66 Natural gas (per Mcf) 2.76 1.54 NGLs (per barrel) 19.56 19.83 Oil revenues for the year ended December 31, 2025 were $128.6 million lower than the year ended December 31, 2024.
An 11% increase in oil production increased revenues for the year ended December 31, 2024 by $105.4 million compared to the same period in the prior year, partially offset by a 2% decrease in average prices which decreased revenues by $17.1 million.
A 79% increase in average prices increased 2025 revenues by $71.9 million compared to the same period in the prior year, and a 17% increase in natural gas production increased revenues by $28.1 million. 37 NGL revenues for the year ended December 31, 2025 were $24.6 million higher than the year ended December 31, 2024.
Lease operating expenses for the year ended December 31, 2024 were $25.4 million, or $0.34 per boe, higher than the year ended December 31, 2023, due to an increase in chemicals, compression, operating and maintenance costs and payroll expense associated with a higher well count in addition to higher workover activity.
Lease operating expenses for the year ended December 31, 2025 were $5.7 million higher, and $0.39 per boe lower, than the year ended December 31, 2024, due to an increase in surface repair and maintenance, contract labor, and equipment rentals associated with higher well count, offset by broad cost reduction initiatives.
During the year ended December 31, 2024, cash provided by operating activities was positively impacted by the timing of collections and the increase in oil, natural gas, and NGL production, partially offset by lower realized oil, natural gas, and NGL prices.
Net cash provided by operating activities totaled $878.6 million and $920.9 million for the years ended December 31, 2025 and 2024, respectively. During the year ended December 31, 2025, cash provided by operating activities decreased due to lower realized oil prices and receipts timing, partially offset by increased production, higher realized natural gas prices, and favorable payments timing.
See Note 10—Income Taxes in the notes to the consolidated financial statements included in this Annual Report on Form 10-K for further detail. Liquidity and Capital Resources Magnolia’s primary source of liquidity and capital has been its cash flows from operations.
The decrease in current tax expense and increase in deferred tax expense were primarily due to the acceleration of tax deductions from the passage of the One Big Beautiful Bill Act of 2025. See Note 10—Income Taxes in the notes to the consolidated financial statements included in this Annual Report on Form 10-K for further detail.
Depreciation, depletion and amortization (“DD&A”) during the year ended December 31, 2024 was $89.7 million, or $1.81 per boe, higher than the year ended December 31, 2023 due to increased production and a higher depreciable cost basis. During the year ended December 31, 2024, the Company did not recognize any impairments.
The decrease in taxes other than income per boe was due to higher production. 38 Depreciation, depletion and amortization (“DD&A”) during the year ended December 31, 2025 was $23.3 million higher, and $0.60 per boe lower, than the year ended December 31, 2024 due to higher production that increased overall DD&A.
Results of Operations Factors Affecting the Comparability of the Historical Financial Results Magnolia’s historical financial condition and results of operations for the periods presented may not be comparable, either from period to period or going forward, as a result of the following factors: • In November 2024, the Company amended and restated the RBL Facility, redeemed all of the 2026 Senior Notes that bore interest at 6.0% per annum, and issued the 2032 Senior Notes that bear interest at 6.875% per annum. • In November 2023, the Company acquired certain oil and gas producing properties including leasehold and mineral interests in the Giddings area for approximately $264.1 million, subject to customary purchase price adjustments, and an additional contingent cash consideration of up to $40.0 million through January 2026 based on future commodity prices.
Results of Operations Factors Affecting the Comparability of the Historical Financial Results Magnolia’s historical financial condition and results of operations for the periods presented may not be comparable, either from period to period or going forward, as a result of the Company’s redemption of its 2026 Senior Notes that bore interest at 6.0% per annum and its issuance of the 2032 Senior Notes that bear interest at 6.875% per annum, both of which occurred in November 2024. 36 Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 Oil, Natural Gas and NGL Sales Revenues.
Taxes other than income for the year ended December 31, 2024 were $6.3 million, or $0.01 per boe, higher than the year ended December 31, 2023, primarily due to an increase in production taxes as a result of the increase in oil and NGL revenues, which was partially offset by the decrease in natural gas revenues. 38 Exploration expenses are geological and geophysical costs that include seismic surveying costs, costs of expired or abandoned leases, and delay rentals.
Taxes other than income for the year ended December 31, 2025 were $4.6 million higher, and $0.09 per boe lower, than the year ended December 31, 2024, primarily due to an increase in ad valorem taxes as a result of higher market value of new wells brought online.
The gathering, transportation, and processing costs for the year ended December 31, 2024 were $4.5 million, or $0.26 per boe, lower than the year ended December 31, 2023, primarily due to contractual changes and lower natural gas and NGL pricing while the change per boe was due to the increase in natural gas and NGL production.
The GTP costs for the year ended December 31, 2025 were $27.3 million, or $0.63 per boe, higher than the year ended December 31, 2024, driven by higher production and natural gas prices and changes to certain gathering and processing contracts, which resulted in a higher portion of Magnolia’s GTP costs being recognized as expense versus a reduction to Magnolia’s natural gas revenues.
Other income, net, during the year ended December 31, 2024 was $11.0 million lower than the year ended December 31, 2023.
During the year ended December 31, 2024, the Company recognized a loss of $8.8 million on the extinguishment of the 2026 Senior Notes. Other income (expense), net, during the year ended December 31, 2025 was $(0.2) million compared to $4.3 million during the year ended December 31, 2024.
During the same time period, cash paid for dividends was $88.1 million, inclusive of dividends on vested non-participating securities. Additionally, $10.0 million was distributed to the Magnolia LLC Unit Holders.
During the year ended December 31, 2025, the Company declared and paid cash dividends to holders of its Class A Common Stock totaling $113.1 million. Additionally, $3.3 million was distributed to the Magnolia LLC Unit Holders.
Removed
Market Conditions Update Commodity prices experienced significant volatility in recent years, impacted by the Russia-Ukraine war, actions taken by OPEC, and the continued instability and conflict in the Middle East. Global conflict and supply chain disruptions drove high oil and natural gas prices in 2022.
Added
Market Conditions Update Commodity prices continue to experience volatility driven by geopolitical and macroeconomic factors, including the ongoing Russia-Ukraine conflict, OPEC and OPEC+ production decisions, continued instability in the Middle East, and evolving developments involving Venezuela, including changes to sanctions, export levels, and global oil supply dynamics. These factors have contributed to uncertainty in global energy markets and price fluctuations.
Removed
Beginning in 2023, due to the easing of global geopolitically driven supply fears along with record high U.S. production, natural gas and NGL prices significantly declined and oil prices weakened.
Added
During 2024 and 2025, despite this volatility, lower well costs and improved operating efficiencies enabled Magnolia to increase drilling, completion, and production activity, supporting high-margins while maintaining a disciplined capital program. The macroeconomic and geopolitical environment remains uncertain and continues to evolve. Inflationary pressures have moderated from recent highs but remain elevated relative to historical levels.
Removed
In 2024, despite continued commodity price volatility, lower well costs combined with improved operating efficiencies allowed for more wells to be drilled, completed, and turned in line helping to support Magnolia's overall high-margin growth from a disciplined capital program.
Added
Interest rates also remain high, and global trade tensions have intensified, including the implementation of new and expanded tariffs. These factors continue to contribute to cost uncertainty and may impact operating results. Additionally, changes in international energy policy, including sanctions regimes and trade restrictions affecting major oil-producing countries such as Venezuela, could impact global supply, commodity prices, and operating costs.
Removed
The transaction was accounted for as an asset acquisition.
Added
The Company continues to closely monitor developments in geopolitical conditions, international trade relations, tariff policies, and energy market dynamics, any of which could adversely affect operating results, financial condition, and future cash flows.
Removed
As a result of the factors listed above, the historical results of operations and period-to-period comparisons of these results and certain financial data may not be comparable or indicative of future results. 36 Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 Oil, Natural Gas and NGL Sales Revenues.
Added
The decrease in DD&A per boe was due to reserve growth exceeding the increase in the underlying cost basis.
Removed
Natural gas revenues for the year ended December 31, 2024 were $11.8 million lower than the year ended December 31, 2023.
Added
General and administrative expenses during the year ended December 31, 2025 were $8.3 million higher, and $0.04 per boe lower, than the year ended December 31, 2024 due to an increase in payroll-related expenses and equity compensation, including changes from the modification of stock based compensation awards in 2025, partially offset by certain one-time costs incurred in 2024.
Removed
The Company is also party to a number of percent-of-proceeds arrangements that track closely to natural gas and NGL pricing and affect the cost of commodity processing.
Added
The decrease in other income (expense) for the year ended December 31, 2025 as compared to the same period in the prior year was primarily comprised of the loss on sale of other assets in 2025 and loss on asset retirement obligation settlements, partially offset by the revaluation of the contingent consideration. Income tax expense.
Removed
The exploration expenses for the year ended December 31, 2024 were $4.1 million, or $0.14 per boe, lower than the year ended December 31, 2023, due to decreased spending on seismic licenses.
Added
All of Magnolia’s proved undeveloped reserves as of December 31, 2025, that are included in this Annual Report on Form 10-K, are planned to be developed within one year. Despite the inherent imprecision in these engineering estimates, Magnolia’s reserves are used throughout the Company’s financial statements.
Removed
For the year ended December 31, 2023, the Company recognized a $15.7 million proved property impairment related to the Highlander property. General and administrative expenses during the year ended December 31, 2024 were $11.6 million, or $0.13 per boe, higher than the year ended December 31, 2023 primarily driven by increased corporate payroll expenses and other non-recurring costs.
Removed
In 2023, the Company recognized a gain on earnout payment associated with the sale of the Company’s 35% membership interest in Ironwood Eagle Ford Midstream LLC and a gain on sale of the Company’s 84.7% interest in Highlander, with no such gains in 2024. In addition, the decrease is impacted by the change in revaluation of the contingent consideration.
Removed
Net cash provided by operating activities totaled $920.9 million and $855.8 million for the years ended December 31, 2024 and 2023, respectively.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+0 added−0 removed3 unchanged
The Company is subject to market risk exposure related to changes in interest rates on borrowings under the RBL Facility. Interest on borrowings under the RBL Facility is based on the SOFR rate or alternative base rate plus an applicable margin. At December 31, 2024, the Company had no borrowings outstanding under the RBL Facility.
The Company is subject to market risk exposure related to changes in interest rates on borrowings under the RBL Facility. Interest on borrowings under the RBL Facility is based on the SOFR rate or alternative base rate plus an applicable margin. At December 31, 2025, the Company had no borrowings outstanding under the RBL Facility.
A $1.00 per barrel increase (decrease) in the weighted average oil price for the year ended December 31, 2024 would have increased (decreased) the Company’s revenues by approximately $14.0 million and a $0.10 per Mcf increase (decrease) in the weighted average natural gas price for the year ended December 31, 2024 would have increased (decreased) Magnolia’s revenues by approximately $5.9 million. 43
A $1.00 per barrel increase (decrease) in the weighted average oil price for the year ended December 31, 2025 would have increased (decreased) the Company’s revenues by approximately $14.5 million and a $0.10 per Mcf increase (decrease) in the weighted average natural gas price for the year ended December 31, 2025 would have increased (decreased) Magnolia’s revenues by approximately $6.9 million. 43

Other MGY 10-K year-over-year comparisons