Magnolia Oil & Gas Corp 8-K

What Happened

• On July 19–20, 2026 Magnolia Oil & Gas Corp (Magnolia) disclosed a purchase and sale agreement under which Magnolia Oil & Gas Operating LLC (Buyer) agreed to buy 100% of the issued and outstanding interests in WildFire Intermediate Holdings, LLC from WildFire Energy I LLC (Seller).
• In the July 20, 2026 8‑K Magnolia filed updated disclosure and incorporated by reference audited and unaudited financial statements of the Seller, unaudited pro forma combined financial information for Magnolia reflecting the transaction, and an independent reserves report.

Key Details

• Transaction: Buyer agreed to acquire 100% of WildFire Intermediate Holdings, LLC (disclosed July 19, 2026; 8‑K filed July 20, 2026).
• Seller financials: Audited statements for years ended December 31, 2025 and 2024 (Exhibit 99.2); unaudited condensed statements for the three months ended March 31, 2026 and 2025 (Exhibit 99.3).
• Pro forma: Unaudited pro forma combined financial information for the three months ended March 31, 2026 and for the year ended December 31, 2025, prepared as if the acquisition occurred January 1, 2025 (Exhibit 99.4).
• Reserves: Independent report from Netherland, Sewell & Associates on Seller’s historical reserves as of December 31, 2025 (Exhibit 99.5); consents from Grant Thornton LLP and Netherland, Sewell filed (Exhibits 23.1 & 23.2).

Why It Matters

• The filing supplies audited seller financials, pro forma combined results and an independent reserves evaluation—documents investors use to assess how the acquisition may affect Magnolia’s reported financials, production profile and reserves.
• Because the pro forma information is prepared as if the deal closed on January 1, 2025, investors can compare historical Magnolia results with the combined view to estimate potential impacts on revenue, cash flow and reserve metrics once the acquisition is reflected in Magnolia’s reports.