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Magnolia Oil & Gas (MGY) director receives 6,320 RSUs as equity award

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ropp Ralph Lewis reported acquisition or exercise transactions in this Form 4 filing.

Magnolia Oil & Gas Corp director Ralph Lewis Ropp received an equity award of 6,320 Class A share-equivalent restricted stock units. The RSUs were granted at no cash cost under the company’s Long Term Incentive Plan and will vest on the earlier of the day before the next director election meeting or the first anniversary of the grant date, subject to continued board service. Following this award, Ropp directly holds 21,007 shares of Class A common stock.

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Insider Ropp Ralph Lewis
Role Director
Type Security Shares Price Value
Grant/Award Class A Common Stock 6,320 $0.00 $0.00
Holdings After Transaction: Class A Common Stock — 21,007 shares (Direct)
Footnotes (1)
  1. F1. Reflects restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"). The RSUs will vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Company at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the director's continued service through the applicable vesting date.
RSUs granted 6,320 units Equity award on May 8, 2026
Grant price $0.0000 per share Compensation grant, no cash paid
Shares held after grant 21,007 shares Post-transaction Class A common stock holdings
Vesting schedule Earlier of next director election meeting minus one day or first anniversary Subject to continued board service
restricted stock units financial
"Reflects restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
RSUs financial
"Each RSU represents a contingent right to receive one share of Class A common stock"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
Long Term Incentive Plan financial
"RSUs granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan")"
A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.
Class A common stock financial
"Each RSU represents a contingent right to receive one share of Class A common stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Magnolia Oil & Gas (MGY) director Ralph Lewis Ropp report on this Form 4?

Ralph Lewis Ropp reported an award of 6,320 restricted stock units representing Magnolia Oil & Gas Class A common shares. These were granted at no cash cost as director compensation under the company’s Long Term Incentive Plan, increasing his direct holdings disclosed in the filing.

Is the 6,320-share transaction for Magnolia Oil & Gas (MGY) a purchase or an award?

The 6,320 shares are a grant of restricted stock units, not an open-market purchase. The Form 4 labels the transaction with code “A” for grant or award, meaning the director received these units as compensation rather than buying them in the market.

When do the newly granted Magnolia Oil & Gas (MGY) RSUs to Ralph Lewis Ropp vest?

The RSUs vest on the earlier of the day before the next Magnolia Oil & Gas annual stockholder meeting at which directors are elected, or the first anniversary of the grant date. Vesting remains contingent on the director’s continued service through that date.

How many Magnolia Oil & Gas (MGY) shares does Ralph Lewis Ropp hold after this Form 4 transaction?

After the award of 6,320 restricted stock units, Ralph Lewis Ropp is reported as directly holding 21,007 shares of Magnolia Oil & Gas Class A common stock. This post-transaction figure comes directly from the Form 4’s ownership table for his non-derivative holdings.

What does each RSU granted to Ralph Lewis Ropp by Magnolia Oil & Gas (MGY) represent?

Each RSU represents a contingent right to receive one share of Magnolia Oil & Gas Class A common stock upon vesting. The units carry no immediate share delivery or cash payment and are subject to vesting conditions based on continued board service described in the award footnote.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Ropp Ralph Lewis

(Last)(First)(Middle)
C/O MAGNOLIA OIL & GAS CORPORATION
NINE GREENWAY PLAZA, SUITE 1300

(Street)
HOUSTON TEXAS 77046

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Magnolia Oil & Gas Corp [ MGY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock05/08/2026A6,320(1)A$021,007D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Reflects restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"). The RSUs will vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Company at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the director's continued service through the applicable vesting date.
/s/ Timothy D. Yang, Attorney-in-Fact05/12/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)