Yang Timothy D. 4
4 · Magnolia Oil & Gas Corp · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Magnolia (MGY) EVP Timothy Yang Exercises Derivatives, Sells Shares
What Happened
- Timothy D. Yang, EVP, General Counsel & SEC of Magnolia Oil & Gas (MGY), had performance share units (PSUs) from a prior grant certified at 140.46% of target and was paid/settled on Feb 5, 2026. A portion of the earned PSUs was cash-settled and the remainder converted into shares. As part of the settlement, 24,766 shares were disposed to the issuer for $23.98/share (total $594,013) and 9,746 shares were surrendered to cover tax withholding at $26.21/share (total $255,443). He was also granted 42,122 restricted stock units (RSUs) under the company’s long-term incentive plan (no immediate cash value; vesting in three equal installments in 2027–2029).
Key Details
- Transaction date: Feb 5, 2026; Form 4 filed Feb 9, 2026 (appears timely).
- Sales/settlements: 24,766 shares sold to issuer @ $23.98 = $594,013.
- Tax withholding: 9,746 shares surrendered @ $26.21 = $255,443 (code F).
- Derivative conversion/exercise: 49,532 PSUs were settled/exercised (code M); one-half of the Earned PSUs were cash-settled (footnote).
- New awards: 42,122 RSUs granted (code A); PSUs granted for a later performance period also reported (footnote).
- Shares owned after the transactions: not provided in the excerpt of the filing.
- Footnotes: F1–F4 explain that the Feb 5 activity reflects earned PSUs (from a 2023 grant), cash settlement of half the Earned PSUs, newly granted RSUs (vest 2027–2029), and new PSUs for the 2026–2028 performance period.
Context
- This was largely an award settlement and standard net-share/tax-withholding process rather than an open-market buy or sell for investment reasons. The PSUs were performance-based (earned at 140.46% of target) and half were paid in cash per the company’s settlement practice; the rest resulted in issuance and immediate surrender of shares to cover taxes/settlement. RSUs awarded will vest over future years and are not immediate purchases.
Insider Transaction Report
Form 4
Yang Timothy D.
EVP, CHIEF LEGAL & COMM & SEC
Transactions
- Exercise/Conversion
Class A Common Stock
[F1]2026-02-05+49,532→ 684,207 total - Tax Payment
Class A Common Stock
2026-02-05$26.21/sh−9,746$255,443→ 674,461 total - Disposition to Issuer
Class A Common Stock
[F2]2026-02-05$23.98/sh−24,766$594,013→ 649,695 total - Award
Class A Common Stock
[F3]2026-02-05+42,122→ 691,817 total - Exercise/Conversion
Performance Share Units
[F1]2026-02-05−49,532→ 0 total→ Class A Common Stock (49,532 underlying) - Award
Performance Share Units
[F4]2026-02-05+42,122→ 42,122 total→ Class A Common Stock (42,122 underlying)
Footnotes (4)
- [F1]Reflects performance share units ("PSUs"), the grant of which was previously reported in Table II of Mr. Yang'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|2026-02-09