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0001698990false00016989902025-07-302025-07-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 30, 2025
Magnolia Oil & Gas Corporation
(Exact name of registrant as specified in its charter)
Delaware 001-38083 81-5365682
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
Nine Greenway Plaza, Suite 1300
Houston, Texas 77046
(Address of principal executive offices, including zip code)
(713) 842-9050
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, par value $0.0001 Per Share MGY New York Stock Exchange



Item 2.02    Results of Operations and Financial Condition.

On July 30, 2025, Magnolia Oil & Gas Corporation (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing its financial and operational results for the quarter ended June 30, 2025.
The information furnished pursuant to this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 7.01    Regulation FD Disclosure

On July 30, 2025, the Company provided information in an earnings presentation on its website, www.magnoliaoilgas.com, regarding its financial and operational results for the quarter ended June 30, 2025.
The earnings presentation, which is attached hereto as Exhibit 99.2, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit
Number Description
99.1
99.2
104 Cover Page Interactive Data File (formatted as inline XBRL)






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MAGNOLIA OIL & GAS CORPORATION
Date: July 30, 2025
By:       /s/ Timothy D. Yang
Name:  Timothy D. Yang
Title:    Executive Vice President,
             General Counsel, Corporate Secretary and Land

2
EX-99.1 2 q22025pressrelease.htm EX-99.1 Document
Exhibit 99.1
Magnolia Oil & Gas Corporation Announces Second Quarter 2025 Results

HOUSTON, TX, July 30, 2025 - Magnolia Oil & Gas Corporation (“Magnolia,” “we,” “our,” or the “Company”) (NYSE: MGY) today announced its financial and operational results for the second quarter of 2025.

Second Quarter 2025 Highlights:
(In millions, except per share data)
For the
Quarter Ended
June 30, 2025
For the
Quarter Ended
June 30, 2024
Percentage increase (decrease)
Net income $ 81.0  $ 105.1  (23) %
Adjusted net income(1)
$ 80.9  $ 104.3  (22) %
Earnings per share - diluted $ 0.41  $ 0.51  (20) %
Adjusted EBITDAX(1)
$ 223.2  $ 246.1  (9) %
Capital expenditures - D&C $ 95.2  $ 123.4  (23) %
Average daily production (Mboe/d) 98.2  90.2  %
Cash balance as of period end $ 251.8  $ 275.7  (9) %
Diluted weighted average total shares outstanding(2)
192.1  201.2  (5) %

Second Quarter 2025 Highlights:

•Magnolia reported second quarter 2025 net income attributable to Class A Common Stock of $78.1 million, or $0.41 per diluted share. Second quarter 2025 total net income was $81.0 million and total adjusted net income(1) was $80.9 million. Diluted weighted average total shares outstanding decreased by 5% to 192.1 million(2) compared to second quarter 2024.

•Adjusted EBITDAX(1) was $223.2 million during the second quarter of 2025. Total drilling and completions (“D&C”) capital was $95.2 million and below our earlier guidance. The second quarter D&C capital represented approximately 43% of adjusted EBITDAX.

•Net cash provided by operating activities was $198.7 million during the second quarter of 2025 and the Company generated free cash flow(1) of $107.5 million. Magnolia generated operating income as a percentage of revenue (pre-tax margin) of 34% during the second quarter.

•Total Company production volumes in the second quarter of 2025 grew by 9% on a year-over-year basis to 98.2 thousand barrels of oil equivalent per day (“Mboe/d”) including 40.0 thousand barrels of oil per day (“Mbbls/d”) about 5% higher compared to the prior year and establishing another quarterly record for both oil and total production. Giddings total production grew 11% year-over-year to 77.4 Mboe/d with oil volumes increasing by 4%. The better-than-expected production levels were the result of continued strong well performance and productivity.

•For consecutive quarters, we are increasing our full-year 2025 production growth guidance to approximately 10%, from a range of 7 to 9% previously. We expect this growth to be delivered within the same range of D&C capital of $430 to $470 million, demonstrating the ongoing efficiencies of our capital program.

•In late June and early July, Magnolia closed multiple oil and gas property acquisitions from small private operators for approximately $40 million(3) and encompassing roughly 18,000 net acres. These assets include total production of approximately 500 Mboe/d (~35% oil), in addition to attractive leasehold and royalty acres. Second quarter 2025 volumes did not include any production benefit from the recently acquired properties.

•Magnolia continues to appraise and learn more about its vast acreage position in the Giddings area which consists of more than 750,000 gross and 550,000 net acres. As a result of our successful appraisal program, continuing evaluation of our acreage position and multiple bolt-on property acquisitions, we are increasing the current development area for our Giddings asset by 20% to approximately 240,000 net acres, or more than 40% of the Company’s total net acreage position. Approximately 75% of the increase is a result of our ongoing appraisal program with the remainder coming from the recent bolt-on transactions.

1


•The Company repurchased 2.2 million of its Class A Common Stock during the second quarter for $48.7 million. Magnolia has 7.4 million Class A Common shares remaining under its current share repurchase authorization, which are specifically allocated toward open market share repurchases.

•As previously announced, the Board of Directors declared a cash dividend of $0.15 per share of Class A common stock, and a cash distribution of $0.15 per Class B unit, payable on September 2, 2025 to shareholders of record as of August 11, 2025.

•Magnolia returned $77.9 million(4), or 72% of the Company’s free cash flow(1), to shareholders during the second quarter through a combination of share repurchases and dividends. Together with the significant return of cash to shareholders, Magnolia ended the first quarter with $251.8 million of cash on the balance sheet and an undrawn $450 million revolving credit facility.

“Magnolia delivered another strong period of quarterly results, and we continued to execute on our business model as demonstrated by our financial and operating performance,” said Chairman, President, and CEO Chris Stavros. “The Company’s total production and oil production set a new quarterly record supported by solid ongoing well performance notably at our Giddings asset. We now expect that our resilient well productivity to help drive our full-year 2025 production growth to approximately 10 percent. Improved well performance and capital efficiencies has provided us with ongoing operational flexibility allowing us to maintain our capital spending in the range of $430 to $470 million while continuing to preserve several well completions into 2026. Strong well performance continues to drive our overall production higher while supporting our disciplined rate of capital reinvestment that has been well-below our self-imposed ceiling of 55 percent of our EBITDAX. Ongoing capital efficiencies have allowed us to generate consistent free cash flow throughout periods of product price volatility. The most recent quarter was a good example as we generated $107 million of free cash flow returning 72 percent of this free cash to our shareholders through our base dividend payment and ongoing share repurchase program.

“We were able to use some of the excess cash generated by the business to close on multiple oil and gas property acquisitions during late June and early July totaling about $40 million. These small bolt-on transactions added approximately 18,000 net acres in Giddings including roughly 500 barrels of oil equivalent per day of production. Importantly, we have deployed this same strategy in Giddings of ‘appraise, acquire, grow, and further exploit’ since our inception and as we have continued to gain significant subsurface knowledge and experience in the Giddings field. The pursuit of this strategy contributed to increasing our development area in Giddings by 20 percent to 240,000 net acres.

“Strong well productivity, capital efficiencies and high operating margins are all characteristics that are prevalent in Giddings. These high-quality attributes along with our continued focus, capital discipline and the competitive advantage gained through our accumulated knowledge in the field are responsible for much of Magnolia’s success. We will continue to look for opportunities over time to expand our presence and footprint within the field. Magnolia's top-tier assets and focused strategy, centered on prudent capital investment, steady production growth, robust pre-tax margins, and reliable free cash flow should continue to drive shareholder returns over the long term.”


Operational Update

Total Company production volumes in the second quarter of 2025 grew by 9 percent on a year-over-year basis to 98.2 Mboe/d including 40.0 Mbbls/d, both setting new quarterly production records for the Company. Second quarter Giddings total production increased by 11 percent, compared to the prior year period with Giddings oil production growing by 4 percent compared to the second quarter of 2024. Giddings production represented 79 percent of total Company volumes during the second quarter. Magnolia’s second quarter 2025 capital spending on drilling, completions, and associated facilities was $95.2 million.

Magnolia plans to continue to operate two drilling rigs and one completion crew during 2025 and expects to maintain this level of activity through the remainder of the year. The Company’s two operated rigs and one completion crew development program has been in place consistently for the last four years driving total Company production growth of more than 40 percent and more than doubling our production volumes in Giddings. Approximately 75 to 80 percent of the 2025 activity is expected to consist of multi-well development pads in the Giddings area combined with some appraisal wells intended to test some concepts and further de-risk our sizable acreage position. Our development program at Giddings consists of drilling multi-well pads throughout our core 240,000 net acre development area. This creates a balanced and efficient program that provides more consistent year-over-year results.
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Additional Guidance

The continued strong well performance leads us to raise our full-year 2025 total production growth guidance to approximately 10 percent, compared to our prior growth range of 7 to 9 percent. Magnolia is maintaining its total 2025 D&C capital spending in the range of $430 to $470 million. This includes an estimate of non-operated capital that is similar to 2024 levels. Third quarter 2025 D&C capital spending is estimated to be approximately $115 million with total production for the third quarter estimated to be approximately 99 Mboe/d inclusive of the small amount of volume associated with the recent bolt-on acquisitions.

Total company lease operating expenses (“LOE”) were $4.88 per boe during the second quarter of 2025, and significantly below both first quarter 2025 and last year’s second quarter levels of approximately $5.40 per boe. The sharp decline was driven by lower workover expense, and we expect LOE to normalize to roughly $5.25 per boe in the third quarter or about 5 percent below LOE levels seen in 2024.

Oil price differentials are anticipated to be approximately a $3 per barrel discount to Magellan East Houston and Magnolia remains completely unhedged for all its oil and natural gas production. The fully diluted share count for the third quarter of 2025 is expected to be approximately 191 million shares, which is 4 percent lower than third quarter 2024 levels.

Quarterly Report on Form 10-Q

Magnolia's financial statements and related footnotes will be available in its Quarterly Report on Form 10-Q for the three months ended June 30, 2025, which is expected to be filed with the U.S. Securities and Exchange Commission (“SEC”) on July 31, 2025.

Conference Call and Webcast

Magnolia will host an investor conference call on Thursday, July 31, 2025 at 10:00 a.m. Central (11:00 a.m. Eastern) to discuss these operating and financial results. Interested parties may join the webcast by visiting Magnolia's website at www.magnoliaoilgas.com/investors/events-and-presentations and clicking on the webcast link or by dialing 1-844-701-1059. A replay of the webcast will be posted on Magnolia's website following completion of the call.

About Magnolia Oil & Gas Corporation

Magnolia (MGY) is a publicly traded oil and gas exploration and production company with operations primarily in South Texas in the core of the Eagle Ford Shale and Austin Chalk formations. Magnolia focuses on generating value for shareholders by delivering steady, moderate annual production growth resulting from its disciplined and efficient philosophy toward capital spending. The Company strives to generate high pre‐tax margins and consistent free cash flow allowing for strong cash returns to our shareholders. For more information, visit www.magnoliaoilgas.com.












(1) Adjusted net income, adjusted EBITDAX, and free cash flow are non-GAAP financial measures. For reconciliations to the most comparable GAAP measures, please see “Non-GAAP Financial Measures” at the end of this press release.
(2) Weighted average total shares outstanding include diluted weighted average shares of Class A Common Stock outstanding during the period and shares of Class B Common Stock, which are anti-dilutive in the calculation of weighted average number of common shares outstanding.
(3) Acquisitions that closed in July are not included in our Q2 2025 financial statements.
(4) Includes $0.9 million of share repurchases incurred during the second quarter, but settled during the third quarter of 2025, and excludes $0.8 million of share repurchases incurred during the first quarter of 2025, but settled during the second quarter of 2025.
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Cautionary Note Regarding Forward-Looking Statements

The information in this press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding Magnolia’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used in this press release, the words could, should, will, may, believe, anticipate, intend, estimate, expect, project, the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events. Except as otherwise required by applicable law, Magnolia disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Magnolia cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Magnolia, incident to the development, production, gathering and sale of oil, natural gas and natural gas liquids. In addition, Magnolia cautions you that the forward looking statements contained in this press release are subject to the following factors: (i) the supply and demand for oil, natural gas, NGLs, and other products or services, including impacts of actions taken by OPEC and other state-controlled oil companies; (ii) the outcome of any legal proceedings that may be instituted against Magnolia; (iii) Magnolia’s ability to realize the anticipated benefits of its acquisitions, which may be affected by, among other things, competition and the ability of Magnolia to grow and manage growth profitably; (iv) changes in applicable laws or regulations; (v) geopolitical and business conditions in key regions of the world; and (vi) the possibility that Magnolia may be adversely affected by other economic, business, and/or competitive factors, including inflation and tariffs. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in Magnolia’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Magnolia’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

Contacts for Magnolia Oil & Gas Corporation
Investors
Tom Fitter
(713) 331-4802
tfitter@mgyoil.com
Media
Art Pike
(713) 842-9057
apike@mgyoil.com
4


Magnolia Oil & Gas Corporation
Operating Highlights
 
For the Quarters Ended
For the Six Months Ended
  June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Production:
Oil (MBbls) 3,639  3,453  7,156  6,868 
Natural gas (MMcf) 16,820  14,982  33,313  28,731 
Natural gas liquids (MBbls) 2,496  2,259  4,920  4,268 
Total (Mboe) 8,939  8,209  17,628  15,924 
Average daily production:
Oil (Bbls/d) 39,990  37,943  39,536  37,737 
Natural gas (Mcf/d) 184,840  164,641  184,048  157,863 
Natural gas liquids (Bbls/d) 27,432  24,824  27,182  23,448 
Total (boe/d) 98,229  90,207  97,394  87,496 
Revenues (in thousands):
Oil revenues $ 226,345  $ 275,331  $ 471,879  $ 534,514 
Natural gas revenues 42,850  18,569  94,218  39,664 
Natural gas liquids revenues 49,786  42,825  103,185  81,964 
Total Revenues $ 318,981  $ 336,725  $ 669,282  $ 656,142 
Average sales price:
Oil (per Bbl) $ 62.20  $ 79.74  $ 65.94  $ 77.83 
Natural gas (per Mcf) 2.55  1.24  2.83  1.38 
Natural gas liquids (per Bbl) 19.94  18.96  20.97  19.21 
Total (per boe) $ 35.68  $ 41.02  $ 37.97  $ 41.20 
NYMEX WTI (per Bbl) $ 63.71  $ 80.55  $ 67.55  $ 78.76 
NYMEX Henry Hub (per MMBtu) $ 3.44  $ 1.89  $ 3.55  $ 2.07 
Realization to benchmark:
Oil (% of WTI) 98  % 99  % 98  % 99  %
Natural Gas (% of Henry Hub) 74  % 66  % 80  % 67  %
Operating expenses (in thousands):
Lease operating expenses $ 43,590  $ 44,350  $ 90,665  $ 90,500 
Gathering, transportation and processing 16,489  8,455  31,442  16,992 
Taxes other than income 18,802  19,844  38,907  37,742 
Depreciation, depletion and amortization 107,082  104,743  212,935  201,819 
Operating costs per boe:
Lease operating expenses $ 4.88  $ 5.40  $ 5.14  $ 5.68 
Gathering, transportation and processing 1.84  1.03  1.78  1.07 
Taxes other than income 2.10  2.42  2.21  2.37 
Depreciation, depletion and amortization 11.98  12.76  12.08  12.67 
5


Magnolia Oil & Gas Corporation
Consolidated Statements of Operations
(In thousands, except per share data)

For the Quarters Ended
For the Six Months Ended
  June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
REVENUES  
Oil revenues $ 226,345  $ 275,331  $ 471,879  $ 534,514 
Natural gas revenues 42,850  18,569  94,218  39,664 
Natural gas liquids revenues 49,786  42,825  103,185  81,964 
Total revenues 318,981  336,725  669,282  656,142 
OPERATING EXPENSES
Lease operating expenses 43,590  44,350  90,665  90,500 
Gathering, transportation and processing 16,489  8,455  31,442  16,992 
Taxes other than income 18,802  19,844  38,907  37,742 
Exploration expenses 363  402  711  427 
Asset retirement obligations accretion 1,563  1,745  3,119  3,363 
Depreciation, depletion and amortization 107,082  104,743  212,935  201,819 
General and administrative expenses 23,278  22,835  47,867  46,390 
Total operating expenses 211,167  202,374  425,646  397,233 
OPERATING INCOME 107,814  134,351  243,636  258,909 
OTHER EXPENSE
Interest expense, net (5,604) (3,516) (10,856) (5,828)
Other income (expense), net (244) 1,047  971  (3,267)
Total other expense, net (5,848) (2,469) (9,885) (9,095)
INCOME BEFORE INCOME TAXES 101,966  131,882  233,751  249,814 
Current income tax expense 4,126  10,528  16,922  22,156 
Deferred income tax expense 16,812  16,241  29,153  24,948 
Total income tax expense 20,938  26,769  46,075  47,104 
NET INCOME 81,028  105,113  187,676  202,710 
LESS: Net income attributable to noncontrolling interest 2,911  9,554  6,632  22,065 
NET INCOME ATTRIBUTABLE TO CLASS A COMMON STOCK $ 78,117  $ 95,559  $ 181,044  $ 180,645 
NET INCOME PER COMMON SHARE
Basic $ 0.41  $ 0.51  $ 0.95  $ 0.97 
Diluted $ 0.41  $ 0.51  $ 0.95  $ 0.97 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic 186,518  184,937  187,579  183,652 
Diluted 186,530  184,965  187,591  183,694 
WEIGHTED AVERAGE NUMBER OF CLASS B SHARES OUTSTANDING (1)
5,523  16,213  5,523  19,020 
DILUTED WEIGHTED AVERAGE TOTAL SHARES OUTSTANDING (1)
192,053  201,178  193,114  202,714 
(1) Shares of Class B Common Stock, and corresponding Magnolia LLC Units, are anti-dilutive in the calculation of weighted average number of common shares outstanding.
6


Magnolia Oil & Gas Corporation
Summary Cash Flow Data
(In thousands)
For the Quarters Ended For the Six Months Ended
June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME $ 81,028  $ 105,113  $ 187,676  $ 202,710 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization 107,082  104,743  212,935  201,819 
Exploration expenses, non-cash —  125 
Asset retirement obligations accretion 1,563  1,745  3,119  3,363 
Amortization of deferred financing costs 540  1,100  1,072  2,189 
Deferred income tax expense 16,812  16,241  29,153  24,948 
(Gain) loss on revaluation of contingent consideration (2,652) (1,005) (4,004) 3,200 
Stock based compensation 7,302  4,796  13,852  9,454 
Other 2,524  —  2,750  2,921 
Net change in operating assets and liabilities (15,500) 36,665  (23,490) 29,724 
Net cash provided by operating activities 198,701  269,398  423,188  480,329 
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions (15,509) (123,663) (39,653) (150,172)
Additions to oil and natural gas properties (100,287) (126,077) (231,455) (247,063)
Changes in working capital associated with additions to oil and natural gas properties (6,440) (9,957) 2,770  10,287 
Other investing 5,739  (442) 5,771  (498)
Net cash used in investing activities (116,497) (260,139) (262,567) (387,446)
CASH FLOW FROM FINANCING ACTIVITIES
Class A Common Stock repurchases (48,539) (28,817) (100,932) (80,018)
Class B Common Stock purchases and cancellations —  (76,740) —  (76,740)
Dividends paid (28,350) (23,820) (57,261) (47,830)
Distributions to noncontrolling interest owners (1,014) (3,368) (1,842) (6,206)
Other financing activities (98) (148) (8,874) (7,527)
Net cash used in financing activities (78,001) (132,893) (168,909) (218,321)
NET CHANGE IN CASH AND CASH EQUIVALENTS 4,203  (123,634) (8,288) (125,438)
Cash and cash equivalents – Beginning of period 247,558  399,317  260,049  401,121 
Cash and cash equivalents – End of period $ 251,761  $ 275,683  $ 251,761  $ 275,683 

7



Magnolia Oil & Gas Corporation
Summary Balance Sheet Data
(In thousands)

June 30, 2025 December 31, 2024
Cash and cash equivalents $ 251,761  $ 260,049 
Other current assets 164,976  150,775 
Property, plant and equipment, net 2,355,555  2,306,034 
Other assets 88,356  103,977 
Total assets $ 2,860,648  $ 2,820,835 
Current liabilities $ 288,620  $ 290,261 
Long-term debt, net 392,880  392,513 
Other long-term liabilities 180,802  170,735 
Common stock 24  24 
Additional paid in capital 1,885,948  1,880,243 
Treasury stock (822,833) (721,279)
Retained earnings 878,374  754,591 
Noncontrolling interest 56,833  53,747 
Total liabilities and equity $ 2,860,648  $ 2,820,835 


8


Magnolia Oil & Gas Corporation
Non-GAAP Financial Measures


Reconciliation of net income to adjusted EBITDAX

In this press release, we refer to adjusted EBITDAX, a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements, such as industry analysts, investors, lenders, and rating agencies. We define adjusted EBITDAX as net income before interest expense, income taxes, depreciation, depletion and amortization, exploration expenses, and accretion of asset retirement obligations, adjusted to exclude the effect of certain items included in net income. Adjusted EBITDAX is not a measure of net income in accordance with GAAP.

Our management believes that adjusted EBITDAX is useful because it allows them to more effectively evaluate our operating performance and compare the results of our operations from period to period and against our peers without regard to our financing methods or capital structure. We also believe that securities analysts, investors, and other interested parties may use adjusted EBITDAX in the evaluation of our Company. We exclude the items listed above from net income in arriving at adjusted EBITDAX because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDAX should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as an indicator of our operating performance or liquidity. Certain items excluded from adjusted EBITDAX are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of adjusted EBITDAX. Our presentation of adjusted EBITDAX should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Our computations of adjusted EBITDAX may not be comparable to other similarly titled measures of other companies.

The following table presents a reconciliation of net income to adjusted EBITDAX, our most directly comparable financial measure, calculated and presented in accordance with GAAP:
For the Quarters Ended
(In thousands) June 30, 2025 June 30, 2024
NET INCOME $ 81,028  $ 105,113 
Interest expense, net 5,604  3,516 
Income tax expense 20,938  26,769 
EBIT 107,570  135,398 
Depreciation, depletion and amortization 107,082  104,743 
Asset retirement obligations accretion 1,563  1,745 
EBITDA 216,215  241,886 
Exploration expenses 363  402 
EBITDAX 216,578  242,288 
Non-cash stock based compensation expense 6,781  4,796 
Other income adjustment (1)
(130) (1,005)
Adjusted EBITDAX $ 223,229  $ 246,079 
(1) The quarter ended June 30, 2025 includes a negative adjustment of $2.7 million related to a gain on revaluation of contingent consideration and a positive adjustment of $2.5 million related to a loss on sale of other assets. The quarter ended June 30, 2024 includes a negative adjustment of $1.0 million related to a gain on revaluation of contingent consideration.

9




Magnolia Oil & Gas Corporation
Non-GAAP Financial Measures

Reconciliation of net income to adjusted net income

Our presentation of adjusted net income is a non-GAAP measures because it excludes the effect of certain items included in net income. Management uses adjusted net income to evaluate our operating and financial performance because it eliminates the impact of certain items that management does not consider to be representative of the Company’s on-going business operations. As a performance measure, adjusted net income may be useful to investors in facilitating comparisons to others in the Company’s industry because certain items can vary substantially in the oil and gas industry from company to company depending upon accounting methods, book value of assets, and capital structure, among other factors. Management believes adjusting these items facilitates investors and analysts in evaluating and comparing the underlying operating and financial performance of our business from period to period by eliminating differences caused by the existence and timing of certain expense and income items that would not otherwise be apparent on a GAAP basis. However, our presentation of adjusted net income may not be comparable to similar measures of other companies in our industry.

For the Quarters Ended
(In thousands) June 30, 2025 June 30, 2024
NET INCOME $ 81,028  $ 105,113 
Adjustments:
Other income adjustment (1)
(130) (1,005)
Change in estimated income tax (2)
26  205 
ADJUSTED NET INCOME $ 80,924  $ 104,313 
Diluted weighted average shares of Class A Common Stock outstanding during the period 186,530  184,965 
Weighted average shares of Class B Common Stock outstanding during the period (3)
5,523  16,213 
Total weighted average shares of Class A and B Common Stock, including dilutive impact of other securities (3)
192,053  201,178 
(1) The quarter ended June 30, 2025 includes a negative adjustment of $2.7 million related to a gain on revaluation of contingent consideration and a positive adjustment of $2.5 million related to a loss on sale of other assets. The quarter ended June 30, 2024 includes a negative adjustment of $1.0 million related to a gain on revaluation of contingent consideration.
(2) Represents corporate income taxes at an assumed annual effective tax rate of 19.9% and 20.4% for the quarters ended June 30, 2025 and 2024, respectively.
(3) Shares of Class B Common Stock, and corresponding Magnolia LLC Units, are anti-dilutive in the calculation of weighted average number of common shares outstanding.
10



Magnolia Oil & Gas Corporation
Non-GAAP Financial Measures

Reconciliation of revenue to adjusted cash operating margin and operating income margin

Our presentation of adjusted cash operating margin and total adjusted cash operating costs are supplemental non-GAAP financial measures that are used by management. Total adjusted cash operating costs exclude the impact of non-cash activity. We define adjusted cash operating margin per boe as total revenues per boe less cash operating costs per boe. Management believes that total adjusted cash operating costs per boe and adjusted cash operating margin per boe provide relevant and useful information, which is used by our management in assessing the Company’s profitability and comparability of results to our peers.

As a performance measure, total adjusted cash operating costs and adjusted cash operating margin may be useful to investors in facilitating comparisons to others in the Company’s industry because certain items can vary substantially in the oil and gas industry from company to company depending upon accounting methods, book value of assets, and capital structure, among other factors. Management believes excluding these items facilitates investors and analysts in evaluating and comparing the underlying operating and financial performance of our business from period to period by eliminating differences caused by the existence and timing of certain expense and income items that would not otherwise be apparent on a GAAP basis. However, our presentation of adjusted cash operating margin may not be comparable to similar measures of other companies in our industry.

For the Quarters Ended
(in $/boe) June 30, 2025 June 30, 2024
Revenue $ 35.68  $ 41.02 
Total cash operating costs:
Lease operating expenses (1)
(4.78) (5.33)
Gathering, transportation and processing (1.84) (1.03)
Taxes other than income (2.10) (2.42)
Exploration expenses (0.04) (0.05)
General and administrative expenses (2)
(1.94) (2.27)
Total adjusted cash operating costs (10.70) (11.10)
Adjusted cash operating margin $ 24.98  $ 29.92 
Margin (%) 70  % 73  %
Non-cash costs:
Depreciation, depletion and amortization $ (11.98) $ (12.76)
Asset retirement obligations accretion (0.17) (0.21)
Non-cash stock based compensation (0.76) (0.58)
Total non-cash costs (12.91) (13.55)
Operating income margin $ 12.07  $ 16.37 
Margin (%) 34  % 40  %
(1) Lease operating expenses exclude non-cash stock based compensation of $0.9 million, or $0.10 per boe, and $0.6 million, or $0.07 per boe, for the quarters ended June 30, 2025 and 2024, respectively.
(2) General and administrative expenses exclude non-cash stock based compensation of $5.9 million, or $0.66 per boe, and $4.2 million, or $0.51 per boe, for the quarters ended June 30, 2025 and 2024, respectively.


11



Magnolia Oil & Gas Corporation
Non-GAAP Financial Measures

Reconciliation of net cash provided by operating activities to free cash flow

Free cash flow is a non-GAAP financial measure. Free cash flow is defined as cash flows from operations before net change in operating assets and liabilities less additions to oil and natural gas properties and changes in working capital associated with additions to oil and natural gas properties. Management believes free cash flow is useful for investors and widely accepted by those following the oil and gas industry as financial indicators of a company’s ability to generate cash to internally fund drilling and completion activities, fund acquisitions, and service debt. It is also used by research analysts to value and compare oil and gas exploration and production companies and are frequently included in published research when providing investment recommendations. Free cash flow is used by management as an additional measure of liquidity. Free cash flow is not a measure of financial performance under GAAP and should not be considered an alternative to cash flows from operating, investing, or financing activities.

For the Quarters Ended
(In thousands) June 30, 2025 June 30, 2024
Net cash provided by operating activities $ 198,701  $ 269,398 
Add back: net change in operating assets and liabilities 15,500  (36,665)
Cash flows from operations before net change in operating assets and liabilities 214,201  232,733 
Additions to oil and natural gas properties (100,287) (126,077)
Changes in working capital associated with additions to oil and natural gas properties (6,440) (9,957)
Free cash flow $ 107,474  $ 96,699 

12
EX-99.2 3 mgy_2q25xearningspresent.htm EX-99.2 mgy_2q25xearningspresent
Second Quarter 2025 Earnings Presentation July 30, 2025 Christopher Stavros – Chairman, President & CEO Brian Corales – Senior Vice President & CFO Tom Fitter – Director, Investor Relations


 
Disclaimer FORWARD LOOKING STATEMENTS The information in this press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding Magnolia’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used in this press release, the words could, should, will, may, believe, anticipate, intend, estimate, expect, project, the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events. Except as otherwise required by applicable law, Magnolia disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Magnolia cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Magnolia, incident to the development, production, gathering and sale of oil, natural gas and natural gas liquids. In addition, Magnolia cautions you that the forward looking statements contained in this press release are subject to the following factors: (i) the supply and demand for oil, natural gas, NGLs, and other products or services, including impacts of actions taken by OPEC and other state-controlled oil companies; (ii) the outcome of any legal proceedings that may be instituted against Magnolia; (iii) Magnolia’s ability to realize the anticipated benefits of its acquisitions, which may be affected by, among other things, competition and the ability of Magnolia to grow and manage growth profitably; (iv) changes in applicable laws or regulations; (v) geopolitical and business conditions in key regions of the world; and (vi) the possibility that Magnolia may be adversely affected by other economic, business, and/or competitive factors, including inflation and tariffs. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in Magnolia’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Magnolia’s SEC filings are available publicly on the SEC’s website at www.sec.gov. NON-GAAP FINANCIAL MEASURES This presentation includes non-GAAP financial measures, including adjusted net income, free cash flow, adjusted EBITDAX, adjusted cash operating costs, adjusted cash operating margin and return on capital employed. Magnolia believes these metrics are useful because they allow Magnolia to more effectively evaluate its operating performance and compare the results of its operations from period to period and against its peers without regard to accounting methods or capital structure. Magnolia does not consider these non-GAAP measures in isolation or as an alternative to similar financial measures determined in accordance with GAAP. The computations of these non-GAAP measures may not be comparable to other similarly titled measures of other companies. Adjusted net income and adjusted EBITDAX should not be considered an alternative to, or more meaningful than, net income as determined in accordance with GAAP. Certain items excluded from free cash flow, adjusted net income, adjusted EBITDAX, adjusted cash operating costs, adjusted cash operating margin, adjusted operating margin and return on capital employed are significant components in understanding and assessing a company’s financial performance and should not be construed as an inference that its results will be unaffected by unusual or non-recurring terms. As performance measures, adjusted net income, adjusted EBITDAX, adjusted cash operating costs, adjusted cash operating margin and return on capital employed may be useful to investors in facilitating comparisons to others in the Company’s industry because certain items can vary substantially in the oil and gas industry from company to company depending upon accounting methods, book value of assets, and capital structure, among other factors. Management believes excluding these items facilitates investors and analysts in evaluating and comparing the underlying operating and financial performance of our business from period to period by eliminating differences caused by the existence and timing of certain expense and income items that would not otherwise be apparent on a GAAP basis. As a liquidity measure, management believes free cash flow is useful for investors and widely accepted by those following the oil and gas industry as financial indicators of a company’s ability to generate cash to internally fund drilling and completion activities, fund acquisitions, and service debt. Our presentation of adjusted net income, adjusted EBITDAX, free cash flow, adjusted cash operating costs, adjusted cash operating margin and return on capital employed may not be comparable to similar measures of other companies in our industry. A free cash flow reconciliation is shown on page 17, adjusted EBITDAX reconciliation is shown on page 18, adjusted net income is shown on page 19, adjusted cash operating costs and adjusted cash operating margin reconciliations are shown on page 11 and ROCE is shown on page 21 of the presentation. INDUSTRY AND MARKET DATA This presentation has been prepared by Magnolia and includes market data and other statistical information from sources believed by Magnolia to be reliable, including independent industry publications, governmental publications or other published independent sources. Some data is also based on the good faith estimates of Magnolia, which are derived from its review of internal sources as well as the independent sources described above. Although Magnolia believes these sources are reliable, it has not independently verified the information and cannot guarantee its accuracy and completeness. Second Quarter 2025 Earnings Presentation 2


 
Second Quarter 2025 Highlights & Announcements OperationsFinancial Corporate Total adjusted net income of $81 MM and operating income margin of 34% Adjusted EBITDAX of $223 MM with a 43% capital reinvestment rate D&C capital of $95 MM and free cash flow (FCF) of $107 MM Q2 2025 Annualized Return on Capital Employed (ROCE) of 18% Increasing our full-year 2025 production growth guidance to ~10%, from 7% - 9% due to ongoing strong well performance Closed multiple bolt-on acquisitions in late June/early July adding >18,000 net acres and ~500 Boe/d (~35% oil) for ~$40 MM(1) Giddings development area increased by 40,000 net acres or 20% to ~240,000 net acres (~75% from organic appraisal & ~25% from bolt-on acquisitions) Q2 2025 total production of 98.2 Mboe/d (company record) exceeding earlier guidance & oil production of 40.0 Mbbls/d (5% YoY growth) Giddings YoY total production growth of 11% and oil production growth of 4% YoY Continued strong well performance and solid operational execution Second Quarter 2025 Earnings Presentation 3 Giddings development area has increased to ~240,000 net acres (1) Acquisitions that closed in July are not included in Q2 2025 financial statements.


 
Giddings Bolt-On Acquisitions Second Quarter 2025 Earnings Presentation • Acquired >18,000 net acres in Giddings (>46,000 gross) in multiple transactions from small private operators for ~$40 million (1) – Includes ~500 BOEPD (~35% oil, ~68% liquids) of low decline PDP – Transactions closed in late June and early July • Increases Magnolia’s development opportunities through attractive new leases and incremental working interest in existing leases • Includes additional economic royalty interests • Transactions continue Magnolia’s successful strategy of bolt-on acreage acquisitions in Giddings Oil & Gas Property Acquisition Highlights Existing Acreage Acquired Acreage Increased WI 4(1) Acquisitions that closed in July are not included in Q2 2025 financial statements.


 
Magnolia’s Consistent Business Model Return Substantial Portion of Our Free Cash Flow to Shareholders and Allocate Some Excess Cash Toward Small, Bolt-on Acquisitions that Improve the Business Long-term dividend per share compound annual growth rate of ~10% and share repurchases of at least 1% per quarter High Quality Assets Drive Low Capital Reinvestment Rate that Grows the Business Limit Capital Spending to 55% of Annual Adjusted EBITDAX Maintain Conservative Financial Leverage to Provide Financial Flexibility Through Cycle Strong balance sheet, with minimal net debt, provides ability for counter cyclical investing to increase per share value Deliver Mid-Single Digit Long-Term Production Growth with Significant Free Cash Flow 2025 BOE Growth of ~10%, above long-term growth range due to asset outperformance Second Quarter 2025 Earnings Presentation 5


 
Second Quarter 2025 Key Financial Metrics (1) Q2 2025 ROCE annualized. (2) Weighted average total shares outstanding include diluted weighted average shares of Class A Common Stock outstanding during the period and shares of Class B Common Stock, which are anti-dilutive in the calculation of weighted average number of common shares outstanding. Second Quarter 2025 Earnings Presentation 6 Metric Q2 2025 YoY % Change Total Production (Mboe/d) 98.2 9% Oil Production (Mbbls/d) 40.0 5% Revenue ($ MM) $319 (5%) Adjusted EBITDAX ($ MM) $223 (9%) Adjusted Net Income ($ MM) $81 (22%) D&C Capex ($ MM) $95 (23%) D&C Capital % of Adjusted EBITDAX 43% (7%) Return on Capital Employed (ROCE) (1) 18% (5%) Free Cash Flow ($ MM) $107 11% Cash Balance ($ MM) $252 (9%) Diluted Weighted Average Shares Outstanding (MM) (2) 192.1 (5%)


 
248 214 16 16 29 49 100 252 0 100 200 300 400 500 Cash 3/31/2025 Cash Flow from Operations Changes in Working Capital and Other Acquisitions Dividends and Distributions Share Repurchases DC&F Capital & Leasehold Cash 6/30/2025 (1) (2) (3) (4) Second Quarter 2025 Cash Flow Reconciliation Second Quarter 2025 Earnings Presentation (1) Cash flow from operations before changes in working capital. (2) Comprised of ($22) million of working capital changes including capital accruals offset by $6 million in other investing and financing activities. (3) Includes $28 million of dividends paid to Class A shareholders and $1 million of distributions to noncontrolling interest holders. (4) Comprised of $49 million Class A Common Stock repurchases. 7 $ In M ill io ns


 
(1) Class A share reduction includes 3.6 million non-compete shares that were paid in lieu of stock in 2021. Includes both Class A and Class B share repurchases. History of Significant & Consistent Share Repurchases 7.0 4.5 25.3 15.5 9.6 11.0 4.4 (77.2) 2019 2020 2021 2022 2023 2024 2025 YTD Total 0 10 20 30 40 50 60 70 80 Second Quarter 2025 Earnings Presentation 8 Magnolia has reduced its diluted share count by approximately 25% Magnolia’s Consistent Share Repurchases (1) (million shares repurchased)


 
Track Record of a Safe, Sustainable and Growing Dividend • Magnolia’s dividend has grown at a double-digit rate over the past 4 years • Sustainable dividend growth supported even at lower product prices • Dividend per share payout capacity is enhanced by moderate production growth and ongoing share repurchases, leading to higher than peer average dividend growth • Target long-term average annual dividend growth of ~10% through commodity cycles Second Quarter 2025 Earnings Presentation 9 $0.28 $0.40 $0.46 $0.52 $0.60 2021 2022 2023 2024 2025E Dividend Payout Per Share CAGR Has Exceeded 16%


 
Summary Balance Sheet Second Quarter 2025 Earnings Presentation 10 (in thousands) June 30, 2025 December 31, 2024 Cash and cash equivalents $251,761 $260,049 Other current assets 164,976 150,775 Property, plant and equipment, net 2,355,555 2,306,034 Other assets 88,356 103,977 Total assets $2,860,648 $2,820,835 Current liabilities $288,620 $290,261 Long-term debt, net 392,880 392,513 Other long-term liabilities 180,802 170,735 Total equity 1,998,346 1,967,326 Total liabilities and equity $2,860,648 $2,820,835


 
Margins and Cost Structure Second Quarter 2025 Earnings Presentation (1) Lease operating expenses exclude non-cash stock based compensation of $0.9 million, or $0.10 per boe, and $0.6 million, or $0.07 per boe, for the quarters ended June 30, 2025 and 2024, respectively. (2) General and administrative expenses exclude non-cash stock based compensation of $5.9 million, or $0.66 per boe, and $4.2 million, or $0.51 per boe, for the quarters ended June 30, 2025 and 2024, respectively. 11 $ / Boe, unless otherwise noted For the Quarters Ended June 30, 2025 June 30, 2024 Revenue $35.68 $41.02 Total Cash Operating Costs: Lease Operating Expenses (1) (4.78) (5.33) Gathering, Transportation & Processing (1.84) (1.03) Taxes Other Than Income (2.10) (2.42) Exploration Expenses (2) (0.04) (0.05) General & Administrative Expenses (3) (1.94) (2.27) Total Adjusted Cash Operating Costs (10.70) (11.10) Adjusted Cash Operating Margin $24.98 $29.92 Margin % 70% 73% Non-Cash Costs: Depreciation, Depletion, and Amortization (11.98) (12.76) Asset Retirement Obligations Accretion (0.17) (0.21) Non-Cash Stock Based Compensation (0.76) (0.58) Total Non-Cash Costs (12.91) (13.55) Operating Income Margin $12.07 $16.37 Margin % 34% 40%


 
FY2025 & Third Quarter 2025 Operating Plan & Guidance Second Quarter 2025 Earnings Presentation 12 2025E Production & Capital Production Growth YoY 2025 Total Growth Raised to ~10% from range of 7% - 9% D&C Capital FY 2025 Capital Reiterated at $430 - $470 mm 2025 Operating Plan ~2 Rigs / ~1 Completion Crew 2025E Capital ~20-25% Karnes ~75-80% Giddings Third Quarter 2025 Guidance Production ~99 Mboe/d D&C Capital Spending ~$115 Million Oil Differential (To Magellan East Houston) ($3) Bbl Fully Diluted Share Count ~191 million


 
Summary Investment Highlights Second Quarter 2025 Earnings Presentation (1) Liquidity defined as cash plus availability under revolving credit facility as of 6/30/2025. 13 Giddings Karnes High Quality Assets Positioned for Success • Leading position in the Giddings area with low capital reinvestment rate, low breakevens and substantial running room • Coveted position in the Karnes area in the core of the Eagle Ford • Generate consistent, ongoing annual free cash flow and since Magnolia’s inception • Strong margins through the commodity cycle Positive Free Cash Flow and Industry Leading Margins Multiple Levers of Growth Strong Balance Sheet & Conservative Financial Policy • Steady organic growth through proven drilling program while remaining well within cash flow • Clean balance sheet with low debt and strong free cash flow enables Magnolia to pursue accretive bolt-on acquisitions • Conservative leverage profile with only $400 million of total debt outstanding and $148 million of net debt • Substantial liquidity of $702 million1


 
Appendix


 
Consistent & Sizable Cash Return to Shareholders 2018 2019 2020 2021 2022 2023 2024 2025 YTD • Magnolia has a strong track record of returning capital to shareholders • Returned ~40% of current market cap over prior seven years • Focus on compounding per share value through share count reduction and safe, sustainable dividend growth Second Quarter 2025 Earnings Presentation 15 Inception Cumulative Return of Capital ($MM) $79 $108 $467 $908 $1,213 >$1.7 Billion Returned to Shareholders Share Repurchases Dividends $1,591 $1,751


 
Magnolia’s Commitment to Sustainability Review our 2025 Sustainability Report at https://www.magnoliaoilgas.com/sustainability. Second Quarter 2025 Earnings Presentation Safeguarding the Environment 21-percent reduction in gross Scope 1 greenhouse gas intensity rate since 2020, despite production growth 68-percent reduction in gas flared as a percent of total production since 2020 39,000 truckloads of water removed from local roads in 2024 through new infrastructure Supporting Employees and Communities $304 million in royalty, lease, and surface payments to Texas residents; $107 million in tax payments to Texas communities $521 million in payments made to local vendors and service providers Recognized as Top Workplace in Houston Chronicle Top Workplaces Survey Governing with Integrity 50-percent refreshment rate with 4 directors with 5 or fewer years of tenure on Board of Directors 3 new directors with specific oil & gas industry and executive leadership experience 98 percent of shareholders approved say-on-pay proposal at 2025 Annual Meeting 16


 
Free Cash Flow Reconciliations Second Quarter 2025 Earnings Presentation 17 (in thousands) For the Quarters Ended June 30, 2025 June 30, 2024 Net cash provided by operating activities $198,701 $269,398 Add back: net change in operating assets and liabilities 15,500 (36,665) Cash flows from operations before net change in operating assets and liabilities $214,201 $232,733 Additions to oil and natural gas properties (100,287) (126,077) Changes in working capital associated with additions to oil and natural gas properties (6,440) (9,957) Free cash flow $107,474 $96,699


 
Adjusted EBITDAX Reconciliations Second Quarter 2025 Earnings Presentation 18 (in thousands) For the Quarters Ended June 30, 2025 June 30, 2024 Net income $81,028 $105,113 Interest expense, net 5,604 3,516 Income tax expense 20,938 26,769 EBIT $107,570 $135,398 Depreciation, depletion and amortization 107,082 104,743 Asset retirement obligations accretion 1,563 1,745 EBITDA $216,215 $241,886 Exploration expenses 363 402 EBITDAX $216,578 $242,288 Non-cash stock-based compensation expense 6,781 4,796 Other income adjustment(1) (130) (1,005) Adjusted EBITDAX $223,229 $246,079 (1) The quarter ended June 30, 2025 includes a negative adjustment of $2.7 million related to a gain on revaluation of contingent consideration and a positive adjustment of $2.5 million related to a loss on sale of other assets. The quarter ended June 30, 2024 includes a negative adjustment of $1.0 million related to a gain on revaluation of contingent consideration.


 
Adjusted Net Income Reconciliation Second Quarter 2025 Earnings Presentation (1) The quarter ended June 30, 2025 includes a negative adjustment of $2.7 million related to a gain on revaluation of contingent consideration and a positive adjustment of $2.5 million related to a loss on sale of other assets. The quarter ended June 30, 2024 includes a negative adjustment of $1.0 million related to a gain on revaluation of contingent consideration. (2) Represents corporate income taxes at an assumed annual effective tax rate of 19.9% and 20.4% for the quarters ended June 30, 2025 and 2024, respectively. (3) Shares of Class B Common Stock, and corresponding Magnolia LLC Units, are anti-dilutive in the calculation of weighted average number of common shares outstanding. 19 (in thousands) For the Quarters Ended June 30, 2025 June 30, 2024 Net income $81,028 $105,113 Adjustments: Other income adjustment(1) (130) (1,005) Change in estimated income tax(2) 26 205 Adjusted Net Income $80,924 $104,313 (in thousands) For the Quarters Ended Total Share Count June 30, 2025 June 30, 2024 Diluted weighted average shares of Class A Common Stock outstanding during the period 186,530 184,965 Weighted average shares of Class B Common Stock outstanding during the period (3) 5,523 16,213 Total weighted average shares of Class A and B Common Stock, including dilutive impact of other securities (3) 192,053 201,178


 
Capital Structure & Liquidity Overview $400 $450 2025 2026 2027 2028 2029 2030 2031 2032 Second Quarter 2025 Earnings Presentation (1) Net debt is calculated as the difference between cash and total long-term debt, excluding unamortized deferred financing cost. (2) Liquidity defined as cash plus availability under revolving credit facility. (3) Total Equity includes noncontrolling interest. 20 Capitalization & Liquidity ($MM) Debt Maturity Schedule ($MM) Credit Facility (Undrawn as of 6/30/25) 6.875% Senior Unsecured Notes Capital Structure Overview  Maintaining low financial leverage profile ‒ Currently have a net debt(1) position of $148 MM ‒ Net debt(1) / Q2 annualized adjusted EBITDAX of 0.2x  Current Liquidity of $702 million, including fully undrawn credit facility (2)  No debt maturities until senior unsecured notes mature in 2032 Capitalization Summary As of 6/30/2025 Cash and Cash Equivalents $252 Revolving Credit Facility $0 6.875% Senior Notes Due 2032 $400 Total Principal Debt Outstanding $400 Total Equity (3) $1,998 Net Debt / Q2 Annualized Adjusted EBITDAX 0.2x Net Debt / Total Book Capitalization 6% Liquidity Summary As of 6/30/2025 Cash and Cash Equivalents $252 Credit Facility Availability $450 Liquidity (2) $702


 
Return on Capital Employed Second Quarter 2025 Earnings Presentation 21 (in thousands) For the Quarters Ended June 30, 2025 June 30, 2024 Operating income $107,814 $134,351 Operating income (A) $107,814 $134,351 Debt - beginning of period 392,700 393,480 Stockholders' equity - beginning of period 1,989,324 1,897,784 Capital employed - beginning of period 2,382,024 2,291,264 Debt - end of period 392,880 394,131 Stockholders' equity - end of period 1,998,346 1,918,356 Capital employed - end of period 2,391,226 2,312,487 Average capital employed (B) $2,386,625 $2,301,876 Return on average capital employed (A/B) 4.5% 5.8%


 
Oil & Gas Production Results Second Quarter 2025 Earnings Presentation 22 Combined Karnes Giddings Combined Karnes Giddings For the Quarter Ended June 30, 2025 For the Quarter Ended June 30, 2024 Production: Oil (MBbls) 3,639 1,175 2,464 3,453 1,092 2,361 Natural gas (MMcf) 16,820 2,235 14,585 14,982 2,467 12,515 Natural gas liquids (MBbls) 2,496 341 2,155 2,259 376 1,883 Total (Mboe) 8,939 1,889 7,050 8,209 1,879 6,330 Average Daily Production Volume: Oil (MBbls/d) 40.0 12.9 27.1 37.9 12.0 25.9 Natural gas (MMcf/d) 184.8 24.6 160.2 164.6 27.1 137.5 Natural gas liquids (MBbls/d) 27.4 3.8 23.6 24.8 4.1 20.7 Total (MBoe/d) 98.2 20.8 77.4 90.2 20.6 69.6