Magnolia Oil & Gas Files Routine 8-K on Feb 6, 2024

TL;DR

**Magnolia Oil & Gas filed a routine 8-K, no major news.**

AI Summary

Magnolia Oil & Gas Corporation filed an 8-K on February 6, 2024, to report a current event. This filing indicates a routine update regarding the company's corporate information, specifically noting the date of the earliest event reported as February 6, 2024. For investors, this filing primarily serves as a confirmation of ongoing compliance with SEC regulations and does not disclose any new material financial or operational changes that would directly impact stock valuation.

Why It Matters

This filing is a standard compliance update and does not contain new material information that would immediately affect the stock price or investment thesis for Magnolia Oil & Gas Corporation.

Risk Assessment

Risk Level: low — This 8-K is a procedural filing and does not introduce new financial or operational risks to the company.

Analyst Insight

Investors should note this is a standard compliance filing and does not contain new material information requiring immediate action. Continue to monitor for subsequent filings or press releases for substantive updates.

Key Players & Entities

• Magnolia Oil & Gas Corporation (company) — the registrant filing the 8-K
• February 6, 2024 (date) — date of earliest event reported and filing date
• 001-38083 (string) — Commission File Number
• 81-5365682 (string) — I.R.S. Employer Identification Number

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 Per Share MGY New York Stock Exchan
• $165,000 — he time of grant equal to approximately $165,000, prorated to reflect his partial year o

Filing Documents

• mgy-20240206x8k.htm (8-K) — 42KB
• mgy-20240206xex99.htm (EX-99) — 20KB
• mgy-20240206xex99001.jpg (GRAPHIC) — 7KB
• 0001698990-24-000004.txt ( ) — 194KB
• mgy-20240206.xsd (EX-101.SCH) — 3KB
• mgy-20240206_lab.xml (EX-101.LAB) — 16KB
• mgy-20240206_pre.xml (EX-101.PRE) — 10KB
• mgy-20240206x8k_htm.xml (XML) — 5KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 6, 2024, the board of directors (the "Board") of Magnolia Oil & Gas Corporation (the "Company") increased the size of the Board from seven to eight directors and appointed David Khani to fill the vacancy created by such increase, effective immediately (the "Appointment Date"). The Board has determined that Mr. Khani qualifies as "independent" under the Company's Corporate Governance Guidelines and the independence standards of the New York Stock Exchange. Mr. Khani will serve as an independent director until the Company's 2024 annual meeting of stockholders. He was also appointed to the Board's Audit Committee. In connection with his appointment, the Company has entered or will enter into an indemnity agreement with Mr. Khani substantially in the form of its standard indemnity agreement with other Board members, which is incorporated by reference to Exhibit 10.1 hereto and incorporated by reference into this Item 5.02. Mr. Khani will be paid cash compensation in the same manner as the Company's other non-employee directors, prorated to reflect his partial year of service during the Board term that commenced May 3, 2023 (the "2023/2024 Board Term"). Upon his appointment to the Board, Mr. Khani will receive an initial equity award in the form of restricted stock units under the Company's Long Term Incentive Plan, with the value of such award at the time of grant equal to approximately $165,000, prorated to reflect his partial year of service during the 2023/2024 Board Term. The initial equity award will vest in full on the earlier to occur of (i) the day preceding the next annual meeting of stockholders of the Company at which directors are elected, or (ii) the first anniversary of the Appointment Date, subject to the terms of the Company's standard award agreement, which is incorporated by refer

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On February 6, 2024, the Company issued a press release announcing the appointment of Mr. Khani. A copy of the press release is included as Exhibit 99.1 hereto and incorporated herein by reference. The information furnished pursuant to this Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filings under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.4 filed with the Current Report on Form 8-K/A, filed on August 6, 2018 (File No. 001-38083)). 10.2 Form of 2023 Non-Employee Director Restricted Stock Unit Grant Notice and attached Form of Restricted Stock Unit Agreement under the Magnolia Oil & Gas Corporation Long Term Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.1 filed with the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 (File No. 001-38083)). 99.1 Press release dated February 6, 2024, of Magnolia Oil & Gas Corporation. 104 Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Timothy Magnolia Oil & Gas Corporation By: /s/ Timothy D. Yang Name: Timothy D. Yang Title: Executive Vice President, General Counsel, Corporate Secretary & Land Dated: February 6, 2024

View Full Filing

View this 8-K filing on SEC EDGAR