Corales Brian 4
4 · Magnolia Oil & Gas Corp · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Magnolia Oil & Gas (MGY) CFO Brian Corales Exercises PSUs and Sells Shares
What Happened
- Brian Corales, CFO of Magnolia Oil & Gas (MGY), had performance share units (PSUs) and restricted stock units (RSUs) settle on Feb 5, 2026. He was credited with 31,708 shares from PSUs (earned at 140.46% of target) and was granted 40,016 RSUs. To cover tax and settlement obligations, 6,239 shares were withheld/paid ($163,524) and 15,854 shares were surrendered to the issuer ($380,258), a total of 22,093 shares surrendered/withheld for $543,782. The RSUs (40,016) were granted at $0 and will vest in three annual installments (Mar 1, 2027–2029).
Key Details
- Transaction date: February 5, 2026; Form filed February 9, 2026 (filing not indicated as late).
- Prices/values reported: 6,239 shares withheld at $26.21 = $163,524; 15,854 shares surrendered at $23.98 = $380,258; combined = $543,782.
- Shares acquired: 40,016 RSUs (grant); 31,708 shares from PSU settlement (derivative conversion).
- Shares disposed: 22,093 total (6,239 withheld for taxes; 15,854 surrendered to issuer).
- Footnotes: PSUs were previously granted (Prior Form 4) and certified at 140.46% of target (F1). One-half of the Earned PSUs were cash-settled (F2). The 40,016 RSUs vest in 3 installments (F3). New PSUs granted for 2026–2028 performance period are described (F4).
- Shares owned after the transactions are not specified in the filing.
Context
- This was not an open-market sale by the insider for investment purposes; it reflects settlement of performance and restricted awards and routine withholding/surrender to satisfy tax and settlement obligations (common after PSU/RSU vesting).
- PSUs: performance-based awards that may be paid in stock or cash depending on performance and committee certification. RSUs: time-based grants that vest subject to continued employment.
- Transaction codes: M = exercise/conversion of derivative (PSUs), F = shares withheld for tax/payment, D = disposition to issuer, A = award/grant.
Insider Transaction Report
Form 4
Corales Brian
SVP & CHIEF FINANCIAL OFFICER
Transactions
- Exercise/Conversion
Class A Common Stock
[F1]2026-02-05+31,708→ 215,171 total - Tax Payment
Class A Common Stock
2026-02-05$26.21/sh−6,239$163,524→ 208,932 total - Disposition to Issuer
Class A Common Stock
[F2]2026-02-05$23.98/sh−15,854$380,258→ 193,078 total - Award
Class A Common Stock
[F3]2026-02-05+40,016→ 233,094 total - Exercise/Conversion
Performance Share Units
[F1]2026-02-05−31,708→ 0 total→ Class A Common Stock (31,708 underlying) - Award
Performance Share Units
[F4]2026-02-05+40,016→ 40,016 total→ Class A Common Stock (40,016 underlying)
Footnotes (4)
- [F1]Reflects performance share units ("PSUs"), the grant of which was previously reported in Table II of Mr. Corales'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