Stavros Christopher G 4

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.