Yang Timothy D. 4

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.