Stavros Christopher G 4
4 · Magnolia Oil & Gas Corp · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Magnolia (MGY) CEO Stavros G Exercises PSUs, Sells Shares
What Happened
Stavros Christopher G, CEO and Chairman of Magnolia Oil & Gas (MGY), converted 108,603 performance-based derivative awards (PSUs) on Feb 5, 2026 and completed related settlements. The filing shows disposition/withholding of 75,669 shares (21,368 shares withheld for taxes valued at $560,055 and 54,301 shares disposed to the issuer valued at $1,302,409), totaling about $1.86 million. On the same date he was granted new long-term incentives: 121,103 restricted stock units (RSUs) and 121,102 PSUs under the company’s plan.
Key Details
- Transaction date: February 5, 2026 (Form 4 filed Feb 9, 2026) — filing appears timely.
- Converted/Exercised: 108,603 PSUs (earned from a prior 2023 grant; earned at 140.46% of target per the filing).
- Cash/Share settlements and withholdings: 21,368 shares withheld for taxes at $26.21 = $560,055 (tax withholding); 54,301 shares disposed to issuer at $23.98 = $1,302,409 (related to the cash settlement mechanics). Combined disposed/withheld shares = 75,669; combined value ≈ $1,862,464.
- New awards: 121,103 RSUs (vest in three equal installments March 1, 2027–2029) and 121,102 PSUs (performance period 2026–2028, 0–200% payout possible).
- Shares owned after transaction: not specified in the excerpted data.
- Footnotes of note: F1–F2 explain the 2023 PSU certification and that one-half of Earned PSUs were cash-settled; F3 describes the RSU vesting schedule; F4 describes the new PSU grant and performance period.
Context
- These were not open-market purchases or sales driven by a trade order; they reflect performance award settlement mechanics: earned PSUs were converted/cash-settled and some shares were surrendered/withheld to cover taxes or settle the award (a common, routine outcome after award vesting).
- New RSU and PSU grants are standard long-term incentive awards and do not by themselves indicate a buy/sell signal.
- For retail investors, purchases are typically more informative than routine settlements; this filing mainly documents award settlement and new granted awards rather than an outright voluntary market sale or purchase.
Insider Transaction Report
Form 4
Stavros Christopher G
DirectorCEO & CHAIRMAN
Transactions
- Exercise/Conversion
Class A Common Stock
[F1]2026-02-05+108,603→ 1,000,975 total - Tax Payment
Class A Common Stock
2026-02-05$26.21/sh−21,368$560,055→ 979,607 total - Disposition to Issuer
Class A Common Stock
[F2]2026-02-05$23.98/sh−54,301$1,302,409→ 925,306 total - Award
Class A Common Stock
[F3]2026-02-05+121,103→ 1,046,409 total - Exercise/Conversion
Performance Share Units
[F1]2026-02-05−108,603→ 0 total→ Class A Common Stock (108,603 underlying) - Award
Performance Share Units
[F4]2026-02-05+121,102→ 121,102 total→ Class A Common Stock (121,102 underlying)
Footnotes (4)
- [F1]Reflects performance share units ("PSUs"), the grant of which was previously reported in Table II of Mr. Stavros's Form 4 filed on February 15, 2023 (the "Prior Form 4"). Each PSU, to the extent earned, represented a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"), or the cash equivalent thereof, and the officer could earn between 0% and 150% of the target number of PSUs reported on the Prior Form 4, based on the Company's relative total shareholder return performance for the specified period and subject to the officer's continued employment through the date of settlement of the PSUs. On February 5, 2026, the Compensation Committee certified that the Company's relative total shareholder return performance resulted in the officer earning 140.46% of the target number of PSUs (the "Earned PSUs").
- [F2]Reflects the cash settlement of one-half of the Earned PSUs.
- [F3]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 of the Company. The RSUs will vest in three substantially equal installments on March 1, 2027, 2028, and 2029, subject to the officer's continued employment through the applicable vesting date.
- [F4]Reflects PSUs granted under the Plan. Each PSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, or the cash equivalent thereof, and the officer may earn between 0% and 200% of the target number of PSUs reported above, based on the Compensation Committee's certification of the relative total shareholder return of the Company measured against a peer group of companies for the performance period commencing January 1, 2026 and ending December 31, 2028 and subject to the officer's continued employment through the date of settlement of the PSUs (which will occur within 60 days following the conclusion of the performance period).
Signature
/s/ Timothy D. Yang, Attorney-in-Fact|2026-02-09