Corales Brian 4

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.