MGY

SEC source: 0001104659-21-034017 · tm219222d1_4.xml · derivative · entry 3

EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner

EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner

EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner

EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner

EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner

EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner

EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner

EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner

EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 71,624,035

Underlying: Class A Common Stock · 14,165,779 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F4 · derivative.exercise_price: Represents: (i) 9,375,495 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 97,942 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 1,794,173 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 1,850,872 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 1,047,297 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "2021 Conversion Shares").

F4 · shares: Represents: (i) 9,375,495 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 97,942 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 1,794,173 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 1,850,872 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 1,047,297 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "2021 Conversion Shares").

F1 · price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F1 · derivative.exercise_date: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F9 · derivative.expiration_date: Not applicable.

F4 · derivative.underlying_shares: Represents: (i) 9,375,495 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 97,942 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 1,794,173 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 1,850,872 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 1,047,297 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "2021 Conversion Shares").

F2 · balance_after: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"). EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C").

F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder").

F6 · balance_after: Represents shares of Class B Common Stock held (prior to giving effect to the Issuer Transfer (defined below)) as follows: (i) 47,403,736 shares of Class B Common Stock held by EV XIV-A; (ii) 495,205 shares of Class B Common Stock held by EV XIV-WIC; (iii) 9,071,573 shares of Class B Common Stock held by EV XIV-2A; (iv) 9,358,253 shares of Class B Common Stock held by EV XIV-3A; and (v) 5,295,268 shares of Class B Common Stock held by EV XIV-C-AIV.

F10 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder.

F11 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

F12 · balance_after: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

SEC source: 0001104659-21-034017 · tm219222d1_4.xml · nonDerivative · entry 2

EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner

EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner

EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner

EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner

EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner

EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner

EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner

EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner

EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 29,503,847

F15 · shares: Represents shares of Class A Common Stock sold in a secondary public offering as follows: (i) 9,375,495 shares of Class A Common Stock sold by EV XIV-A; (ii) 97,942 shares of Class A Common Stock sold by EV XIV-WIC; (iii) 1,794,173 shares of Class A Common Stock sold by EV XIV-2A; (iv) 1,850,872 shares of Class A Common Stock sold by EV XIV-3A; (v) 1,047,297 shares of Class A Common Stock sold by EV XIV-C-AIV; and (vi) 5,384,221 shares of Class A Common Stock sold by EV XIV-C.

F6 · price: Represents shares of Class B Common Stock held (prior to giving effect to the Issuer Transfer (defined below)) as follows: (i) 47,403,736 shares of Class B Common Stock held by EV XIV-A; (ii) 495,205 shares of Class B Common Stock held by EV XIV-WIC; (iii) 9,071,573 shares of Class B Common Stock held by EV XIV-2A; (iv) 9,358,253 shares of Class B Common Stock held by EV XIV-3A; and (v) 5,295,268 shares of Class B Common Stock held by EV XIV-C-AIV.

F2 · balance_after: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"). EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C").

F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder").

F10 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder.

F11 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

F14 · balance_after: EV XIV-C owns of record 29,503,847 shares of Class A Common Stock.

SEC source: 0001104659-21-034017 · tm219222d1_4.xml · nonDerivative · entry 1

EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner

EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner

EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner

EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner

EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner

EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner

EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner

EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner

EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 49,053,847

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · shares: Represents: (i) 9,375,495 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 97,942 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 1,794,173 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 1,850,872 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 1,047,297 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "2021 Conversion Shares").

F1 · price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F2 · balance_after: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"). EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C").

F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder").

F5 · balance_after: Represents the 2021 Conversion Shares and 34,888,068 shares of Class A Common Stock held by EV XIV-C.

F10 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder.

F11 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

SEC source: 0001104659-21-034018 · tm219222d3_4.xml · derivative · entry 5

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 66,624,035

Underlying: Class A Common Stock · 5,000,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F9 · shares: Represents: (i) 3,309,206 shares of Class B Common Stock transferred to the Issuer by EV XIV-A; (ii) 34,570 shares of Class B Common Stock transferred to the Issuer by EV XIV-WIC; (iii) 633,277 shares of Class B Common Stock transferred to the Issuer by EV XIV-2A; (iv) 653,290 shares of Class B Common Stock transferred to the Issuer by EV XIV-3A; and (v) 910,693 shares of Class B Common Stock transferred to the Issuer by EV XIV-C-AIV (collectively, the "Issuer Transfer").

F8 · price: This amount represents the $10.50 secondary public offering price per share of Class A Common Stock less the underwriting discount of $0.34375 per share for shares sold pursuant to an underwritten public offering. The Issuer and the Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of Class B Common Stock under the Issuer Transfer.

F1 · derivative.exercise_date: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F10 · derivative.expiration_date: Not applicable.

F9 · derivative.underlying_shares: Represents: (i) 3,309,206 shares of Class B Common Stock transferred to the Issuer by EV XIV-A; (ii) 34,570 shares of Class B Common Stock transferred to the Issuer by EV XIV-WIC; (iii) 633,277 shares of Class B Common Stock transferred to the Issuer by EV XIV-2A; (iv) 653,290 shares of Class B Common Stock transferred to the Issuer by EV XIV-3A; and (v) 910,693 shares of Class B Common Stock transferred to the Issuer by EV XIV-C-AIV (collectively, the "Issuer Transfer").

F12 · balance_after: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F13 · balance_after: EV XIV-A owns of record 44,094,530 shares of Class B Common Stock; EV XIV-2A owns of record 8,438,296 shares of Class B Common Stock; EV XIV-3A owns of record 8,704,963 shares of Class B Common Stock; EV XIV-WIC owns of record 460,635 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 4,925,611 shares of Class B Common Stock.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F11 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0001104659-21-034018 · tm219222d3_4.xml · derivative · entry 4

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 71,624,035

Underlying: Class A Common Stock · 14,165,779 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F4 · shares: Represents: (i) 9,375,495 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 97,942 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 1,794,173 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 1,850,872 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 1,047,297 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "2021 Conversion Shares").

F1 · price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F1 · derivative.exercise_date: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F10 · derivative.expiration_date: Not applicable.

F4 · derivative.underlying_shares: Represents: (i) 9,375,495 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 97,942 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 1,794,173 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 1,850,872 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 1,047,297 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "2021 Conversion Shares").

F7 · balance_after: Represents shares of Class B Common Stock held (prior to giving effect to the Issuer Transfer (defined below)) as follows: (i) 47,403,736 shares of Class B Common Stock held by EV XIV-A; (ii) 495,205 shares of Class B Common Stock held by EV XIV-WIC; (iii) 9,071,573 shares of Class B Common Stock held by EV XIV-2A; (iv) 9,358,253 shares of Class B Common Stock held by EV XIV-3A; and (v) 5,295,268 shares of Class B Common Stock held by EV XIV-C-AIV.

F12 · balance_after: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F11 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0001104659-21-034018 · tm219222d3_4.xml · nonDerivative · entry 2

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 29,503,847

F15 · shares: Represents shares of Class A Common Stock sold in a secondary public offering as follows: (i) 9,375,495 shares of Class A Common Stock sold by EV XIV-A; (ii) 97,942 shares of Class A Common Stock sold by EV XIV-WIC; (iii) 1,794,173 shares of Class A Common Stock sold by EV XIV-2A; (iv) 1,850,872 shares of Class A Common Stock sold by EV XIV-3A; (v) 1,047,297 shares of Class A Common Stock sold by EV XIV-C-AIV; and (vi) 5,384,221 shares of Class A Common Stock sold by EV XIV-C.

F8 · price: This amount represents the $10.50 secondary public offering price per share of Class A Common Stock less the underwriting discount of $0.34375 per share for shares sold pursuant to an underwritten public offering. The Issuer and the Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of Class B Common Stock under the Issuer Transfer.

F14 · balance_after: EV XIV-C owns of record 29,503,847 shares of Class A Common Stock.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F11 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0001104659-21-034018 · tm219222d3_4.xml · nonDerivative · entry 1

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 49,053,847

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · shares: Represents: (i) 9,375,495 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 97,942 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 1,794,173 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 1,850,872 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 1,047,297 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "2021 Conversion Shares").

F1 · price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F5 · balance_after: Represents the 2021 Conversion Shares and 34,888,068 shares of Class A Common Stock held by EV XIV-C.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F11 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0001209191-21-016970 · doc4.xml · nonDerivative · entry 1

Chase Valerie · CIK 0001748399 · VP - CAO & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 59,945

SEC source: 0001209191-21-017021 · doc4.xml · nonDerivative · entry 1

Yang Timothy D. · CIK 0001627951 · EVP - General Counsel & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 350,238

SEC source: 0001209191-21-017029 · doc4.xml · nonDerivative · entry 1

Stavros Christopher G · CIK 0001613357 · Executive VP, CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 417,157

SEC source: 0001209191-21-016993 · doc4.xml · nonDerivative · entry 1

Millican Steve · CIK 0001757696 · SVP - Operations

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 189,472

SEC source: 0001209191-21-015225 · doc4.xml · nonDerivative · entry 1

Chase Valerie · CIK 0001748399 · VP - CAO & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 60,807

F1 · shares: Relates to restricted stock units previously granted on February 25, 2020, under the Magnolia Oil & Gas Corporation Long Term Incentive Plan, as amended from time to time, that vest or have vested in three substantially equal installments on February 25, 2021, 2022, and 2023, subject to the officer's continued employment through the applicable vesting date.

SEC source: 0001209191-21-015249 · doc4.xml · nonDerivative · entry 1

Yang Timothy D. · CIK 0001627951 · EVP - General Counsel & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 356,002

F1 · shares: Relates to restricted stock units previously granted on February 25, 2020, under the Magnolia Oil & Gas Corporation Long Term Incentive Plan, as amended from time to time, that vest or have vested in three substantially equal installments on February 25, 2021, 2022, and 2023, subject to the officer's continued employment through the applicable vesting date.

SEC source: 0001209191-21-015242 · doc4.xml · nonDerivative · entry 1

Stavros Christopher G · CIK 0001613357 · Executive VP, CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 425,349

F1 · shares: Relates to restricted stock units previously granted on February 25, 2020, under the Magnolia Oil & Gas Corporation Long Term Incentive Plan, as amended from time to time, that vest or have vested in three substantially equal installments on February 25, 2021, 2022, and 2023, subject to the officer's continued employment through the applicable vesting date.

SEC source: 0001209191-21-015233 · doc4.xml · nonDerivative · entry 1

Millican Steve · CIK 0001757696 · SVP - Operations

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 193,432

F1 · shares: Relates to restricted stock units previously granted on February 25, 2020, under the Magnolia Oil & Gas Corporation Long Term Incentive Plan, as amended from time to time, that vest or have vested in three substantially equal installments on February 25, 2021, 2022, and 2023, subject to the officer's continued employment through the applicable vesting date.

SEC source: 0001209191-21-012878 · doc4.xml · derivative · entry 3

Chase Valerie · CIK 0001748399 · VP - CAO & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,527

Underlying: Class A Common Stock · 19,527 shares

Expires not disclosed

F3 · derivative.exercise_price: Reflects PRSUs granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in full on March 1, 2024, subject to the officer's continued employment through that date.

F3 · derivative.exercise_date: Reflects PRSUs granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in full on March 1, 2024, subject to the officer's continued employment through that date.

F3 · derivative.expiration_date: Reflects PRSUs granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in full on March 1, 2024, subject to the officer's continued employment through that date.

SEC source: 0001209191-21-012878 · doc4.xml · derivative · entry 2

Chase Valerie · CIK 0001748399 · VP - CAO & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,327

Underlying: Class A Common Stock · 18,327 shares

Expires not disclosed

F2 · derivative.exercise_price: Reflects performance restricted stock units ("PRSUs") granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in three substantially equal installments on March 1, 2022, 2023, and 2024, subject to the officer's continued employment through the applicable vesting date.

F2 · derivative.exercise_date: Reflects performance restricted stock units ("PRSUs") granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in three substantially equal installments on March 1, 2022, 2023, and 2024, subject to the officer's continued employment through the applicable vesting date.

F3 · derivative.exercise_date: Reflects PRSUs granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in full on March 1, 2024, subject to the officer's continued employment through that date.

F2 · derivative.expiration_date: Reflects performance restricted stock units ("PRSUs") granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in three substantially equal installments on March 1, 2022, 2023, and 2024, subject to the officer's continued employment through the applicable vesting date.

SEC source: 0001209191-21-012878 · doc4.xml · nonDerivative · entry 1

Chase Valerie · CIK 0001748399 · VP - CAO & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 62,919

F1 · shares: Reflects restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan, as amended from time to time (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 in three substantially equal installments on March 1, 2022, 2023, and 2024, subject to the officer's continued employment through the applicable vesting date.

SEC source: 0001209191-21-012885 · doc4.xml · derivative · entry 3

Yang Timothy D. · CIK 0001627951 · EVP - General Counsel & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 78,124

Underlying: Class A Common Stock · 78,124 shares

Expires not disclosed

F3 · derivative.exercise_price: Reflects PRSUs granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in full on March 1, 2024, subject to the officer's continued employment through that date.

F3 · derivative.exercise_date: Reflects PRSUs granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in full on March 1, 2024, subject to the officer's continued employment through that date.

F3 · derivative.expiration_date: Reflects PRSUs granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in full on March 1, 2024, subject to the officer's continued employment through that date.

SEC source: 0001209191-21-012885 · doc4.xml · derivative · entry 2

Yang Timothy D. · CIK 0001627951 · EVP - General Counsel & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 76,924

Underlying: Class A Common Stock · 76,924 shares

Expires not disclosed

F2 · derivative.exercise_price: Reflects performance restricted stock units ("PRSUs") granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in three substantially equal installments on March 1, 2022, 2023, and 2024, subject to the officer's continued employment through the applicable vesting date.

F2 · derivative.exercise_date: Reflects performance restricted stock units ("PRSUs") granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in three substantially equal installments on March 1, 2022, 2023, and 2024, subject to the officer's continued employment through the applicable vesting date.

F3 · derivative.exercise_date: Reflects PRSUs granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in full on March 1, 2024, subject to the officer's continued employment through that date.

F2 · derivative.expiration_date: Reflects performance restricted stock units ("PRSUs") granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in three substantially equal installments on March 1, 2022, 2023, and 2024, subject to the officer's continued employment through the applicable vesting date.

SEC source: 0001209191-21-012885 · doc4.xml · nonDerivative · entry 1

Yang Timothy D. · CIK 0001627951 · EVP - General Counsel & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 362,005

F1 · shares: Reflects restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan, as amended from time to time (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 in three substantially equal installments on March 1, 2022, 2023, and 2024, subject to the officer's continued employment through the applicable vesting date.

SEC source: 0001209191-21-012887 · doc4.xml · derivative · entry 3

Stavros Christopher G · CIK 0001613357 · Executive VP, CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 110,520

Underlying: Class A Common Stock · 110,520 shares

Expires not disclosed

F3 · derivative.exercise_price: Reflects PRSUs granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in full on March 1, 2024, subject to the officer's continued employment through that date.

F3 · derivative.exercise_date: Reflects PRSUs granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in full on March 1, 2024, subject to the officer's continued employment through that date.

F3 · derivative.expiration_date: Reflects PRSUs granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in full on March 1, 2024, subject to the officer's continued employment through that date.

SEC source: 0001209191-21-012887 · doc4.xml · derivative · entry 2

Stavros Christopher G · CIK 0001613357 · Executive VP, CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 109,320

Underlying: Class A Common Stock · 109,320 shares

Expires not disclosed

F2 · derivative.exercise_price: Reflects performance restricted stock units ("PRSUs") granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in three substantially equal installments on March 1, 2022, 2023, and 2024, subject to the officer's continued employment through the applicable vesting date.

F2 · derivative.exercise_date: Reflects performance restricted stock units ("PRSUs") granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in three substantially equal installments on March 1, 2022, 2023, and 2024, subject to the officer's continued employment through the applicable vesting date.

F3 · derivative.exercise_date: Reflects PRSUs granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in full on March 1, 2024, subject to the officer's continued employment through that date.

F2 · derivative.expiration_date: Reflects performance restricted stock units ("PRSUs") granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in three substantially equal installments on March 1, 2022, 2023, and 2024, subject to the officer's continued employment through the applicable vesting date.

SEC source: 0001209191-21-012887 · doc4.xml · nonDerivative · entry 1

Stavros Christopher G · CIK 0001613357 · Executive VP, CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 439,371

F1 · shares: Reflects restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan, as amended from time to time (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 in three substantially equal installments on March 1, 2022, 2023, and 2024, subject to the officer's continued employment through the applicable vesting date.

SEC source: 0001209191-21-012882 · doc4.xml · derivative · entry 3

Millican Steve · CIK 0001757696 · SVP - Operations

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 43,268

Underlying: Class A Common Stock · 43,268 shares

Expires not disclosed

F3 · derivative.exercise_price: Reflects PRSUs granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in full on March 1, 2024, subject to the officer's continued employment through that date.

F3 · derivative.exercise_date: Reflects PRSUs granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in full on March 1, 2024, subject to the officer's continued employment through that date.

F3 · derivative.expiration_date: Reflects PRSUs granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in full on March 1, 2024, subject to the officer's continued employment through that date.

SEC source: 0001209191-21-012882 · doc4.xml · derivative · entry 2

Millican Steve · CIK 0001757696 · SVP - Operations

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 42,068

Underlying: Class A Common Stock · 42,068 shares

Expires not disclosed

F2 · derivative.exercise_price: Reflects performance restricted stock units ("PRSUs") granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in three substantially equal installments on March 1, 2022, 2023, and 2024, subject to the officer's continued employment through the applicable vesting date.

F2 · derivative.exercise_date: Reflects performance restricted stock units ("PRSUs") granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in three substantially equal installments on March 1, 2022, 2023, and 2024, subject to the officer's continued employment through the applicable vesting date.

F3 · derivative.exercise_date: Reflects PRSUs granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in full on March 1, 2024, subject to the officer's continued employment through that date.

F2 · derivative.expiration_date: Reflects performance restricted stock units ("PRSUs") granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 18, 2021 and ending February 17, 2026. The PRSUs are also subject to service-based vesting conditions and will vest in three substantially equal installments on March 1, 2022, 2023, and 2024, subject to the officer's continued employment through the applicable vesting date.

SEC source: 0001209191-21-012882 · doc4.xml · nonDerivative · entry 1

Millican Steve · CIK 0001757696 · SVP - Operations

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 199,213

F1 · shares: Reflects restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan, as amended from time to time (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 in three substantially equal installments on March 1, 2022, 2023, and 2024, subject to the officer's continued employment through the applicable vesting date.

SEC source: 0001104659-21-010373 · a4.xml · nonDerivative · entry 2

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 535,000

F3 · shares: Reflects 375,000 shares of the Class A Common Stock issued to Mr. Walker pursuant to a non-competition agreement entered into in connection with the Issuer's business combination with EnerVest, Ltd.'s South Texas Division.

SEC source: 0001209191-21-007255 · doc4.xml · nonDerivative · entry 1

Yang Timothy D. · CIK 0001627951 · EVP - General Counsel & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 360,805

SEC source: 0001209191-21-002088 · doc4.xml · nonDerivative · entry 1

Yang Timothy D. · CIK 0001627951 · EVP - General Counsel & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 362,453

SEC source: 0001209191-20-061155 · doc4.xml · nonDerivative · entry 1

Yang Timothy D. · CIK 0001627951 · EVP - General Counsel & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 364,101

SEC source: 0001209191-20-059995 · doc4.xml · nonDerivative · entry 1

CHAZEN STEPHEN I · CIK 0001026545 · Director · Chairman, President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,989,245

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.75 to $5.8187, inclusive. The reporting person undertakes to provide to Magnolia Oil & Gas Corporation, any security holder thereof, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within this range.

F2 · balance_after: The number of securities beneficially owned following the reported transaction includes 3,927 shares acquired under the Magnolia Oil & Gas Corporation Stock Purchase Program during the period from September 25, 2020 through November 20, 2020.

SEC source: 0001209191-20-056626 · doc4.xml · nonDerivative · entry 1

Yang Timothy D. · CIK 0001627951 · EVP - General Counsel & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 365,455

SEC source: 0001209191-20-056629 · doc4.xml · nonDerivative · entry 1

Millican Steve · CIK 0001757696 · SVP - Operations

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 198,013

SEC source: 0001209191-20-053179 · doc4.xml · nonDerivative · entry 1

Yang Timothy D. · CIK 0001627951 · EVP - General Counsel & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 366,809

SEC source: 0001209191-20-051702 · doc4.xml · nonDerivative · entry 1

CHAZEN STEPHEN I · CIK 0001026545 · Director · Chairman, President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,945,318

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.5770 to $5.6057 inclusive. The reporting person undertakes to provide to Magnolia Oil & Gas Corporation, any security holder thereof, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within this range.

F2 · balance_after: The number of securities beneficially owned following the reported transactions includes 3,733 shares acquired under the Magnolia Oil & Gas Corporation Stock Purchase Program during the period July 2, 2020 through September 11, 2020.

SEC source: 0001209191-20-049415 · doc4.xml · nonDerivative · entry 1

Yang Timothy D. · CIK 0001627951 · EVP - General Counsel & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 368,163

SEC source: 0001209191-20-045148 · doc4.xml · nonDerivative · entry 1

Chase Valerie · CIK 0001748399 · VP - CAO & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 61,719

SEC source: 0001209191-20-045151 · doc4.xml · nonDerivative · entry 1

Yang Timothy D. · CIK 0001627951 · EVP - General Counsel & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 369,517

SEC source: 0001209191-20-045158 · doc4.xml · nonDerivative · entry 1

Stavros Christopher G · CIK 0001613357 · Executive VP, CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 443,796

SEC source: 0001209191-20-045962 · doc4a.xml · nonDerivative · entry 1

Stavros Christopher G · CIK 0001613357 · Executive VP, CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 438,171

F1 · shares: This Form 4/A is being filed to report the corrected number of shares disposed of to satisfy certain tax withholding obligations and the resulting total number of securities beneficially owned by the reporting person following the reported transaction.

SEC source: 0001209191-20-040342 · doc4.xml · nonDerivative · entry 1

Yang Timothy D. · CIK 0001627951 · EVP - General Counsel & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 370,871

SEC source: 0001209191-20-039152 · doc4.xml · nonDerivative · entry 3

CHAZEN STEPHEN I · CIK 0001026545 · Director · Chairman, President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,906,585

F2 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.4699 to $5.5800, inclusive. The reporting person undertakes to provide to Magnolia Oil & Gas Corporation, any security holder thereof, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within this range.

SEC source: 0001209191-20-039152 · doc4.xml · nonDerivative · entry 2

CHAZEN STEPHEN I · CIK 0001026545 · Director · Chairman, President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,896,585

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.54 to $5.67, inclusive. The reporting person undertakes to provide to Magnolia Oil & Gas Corporation, any security holder thereof, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within this range.

SEC source: 0001209191-20-039152 · doc4.xml · nonDerivative · entry 1

CHAZEN STEPHEN I · CIK 0001026545 · Director · Chairman, President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,881,885

SEC source: 0001209191-20-038530 · doc4.xml · nonDerivative · entry 2

CHAZEN STEPHEN I · CIK 0001026545 · Director · Chairman, President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,881,585

F2 · balance_after: The number of securities beneficially owned includes shares acquired under the Magnolia Oil & Gas Corporation Stock Purchase Program on June 5, 2020 (554 shares) and June 19, 2020 (682 shares).

SEC source: 0001209191-20-038530 · doc4.xml · nonDerivative · entry 1

CHAZEN STEPHEN I · CIK 0001026545 · Director · Chairman, President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,866,585

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.8973 to $5.9217, inclusive. The reporting person undertakes to provide to Magnolia Oil & Gas Corporation, any security holder thereof, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within this range.

F2 · balance_after: The number of securities beneficially owned includes shares acquired under the Magnolia Oil & Gas Corporation Stock Purchase Program on June 5, 2020 (554 shares) and June 19, 2020 (682 shares).

SEC source: 0001209191-20-034223 · doc4.xml · nonDerivative · entry 1

Yang Timothy D. · CIK 0001627951 · EVP - General Counsel & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 372,225

SEC source: 0001209191-20-027462 · doc4.xml · nonDerivative · entry 1

DJEREJIAN EDWARD P · CIK 0001173584 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 89,798

F1 · shares: 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.

SEC source: 0001209191-20-027469 · doc4.xml · nonDerivative · entry 3

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 49,798

F2 · shares: 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.