UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number: 001-38083 WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2025 Registrant's telephone number, including area code: (713) 842-9050 Securities registered pursuant to section 12 ...

Core Insights - Magnolia Oil & Gas Corporation (MGY) reported a fourth-quarter 2025 net profit of 37 cents per share, exceeding the Zacks Consensus Estimate of 36 cents, although it decreased from 49 cents in the same quarter last year [1] - The company's total revenues were $318 million, surpassing the Zacks Consensus Estimate of $312 million, but down 2.7% from $327 million in the previous year due to lower oil and natural gas liquids revenues [2] Revenue Breakdown - Revenues from oil amounted to $215.6 million, a 12.5% decrease from $246.5 million in the year-ago quarter, but slightly above the consensus estimate of $215 million [3] - Natural gas revenues increased significantly to $52.9 million from $28.4 million year-over-year, beating the consensus estimate of $49.6 million [3] - Natural gas liquids revenues were $49.1 million, down from $51.7 million in the previous year, but above the consensus estimate of $47.4 million [3] Cash Flow and Dividends - The company generated $208.4 million in net cash from operating activities and achieved a free cash flow of $74.7 million [4] - Magnolia declared a cash dividend of 16.5 cents per share for Class A Common stock and 15 cents per Class B unit, marking a 10% increase in the quarterly dividend rate, resulting in an annualized dividend of 66 cents per share [4] Share Repurchase and Returns - In the fourth quarter, Magnolia repurchased 2.4 million Class A Common shares for $53.4 million and increased its share repurchase authorization by an additional 10 million shares, totaling 12.9 million shares remaining for repurchase [5] - The company returned 110% of free cash flow to shareholders through dividends and buybacks [5] Production and Prices - Average daily total output was 103,799 barrels of oil equivalent per day (boe/d), an 11.5% increase from 93,096 boe/d in the year-ago quarter, exceeding the Zacks Consensus Estimate of 101,173 boe/d [6] - Oil volumes were 40,730 barrels per day (bpd), up 4.9% from the previous year, surpassing the estimate of 40,262 bpd [6] - Natural gas volumes reached 196,618 thousand cubic feet per day (Mcf/d), a 17.7% increase from the previous year, exceeding the estimate of 192,400 Mcf/d [7] - The average realized crude oil price was $57.54 per barrel, a 16.6% decrease from $69.01 in the year-ago period [7] Price Realizations - The average realized natural gas price was $2.92 per Mcf, significantly up from $1.85 year-over-year, beating the estimate of $2.83 [9] - The average realized natural gas liquids price was $17.63 per barrel, down 17.1% from the previous year, missing the estimate of $18 [9] - The average sales price was $33.26 per boe compared to $38.13 a year ago [9] Financial Position - As of December 31, 2025, Magnolia had cash and cash equivalents of $266.8 million and long-term debt of $393.2 million, resulting in a debt-to-capitalization ratio of 16.8% [10] - The company spent $116.5 million on its capital program in the reported quarter, with operating expenses increasing to $223.5 million from $202.5 million in the previous year [10] Guidance - For Q1 2026, Magnolia expects D&C capital spending to be about $125 million, with total production estimated at roughly 102 Mboe/d [11] - For the full year of 2026, total D&C capital spending is estimated to range between $440 million and $480 million, supporting approximately 5% total production growth [12]

Financial Data and Key Metrics Changes - For the full year 2025, total company production grew by 11% to approximately 100,000 barrels of oil equivalent per day, with oil production growing by 4% to nearly 40,000 barrels per day [7][16] - Fourth quarter adjusted net income was approximately $71 million or $0.38 per diluted share, with adjusted EBITDA at $216 million [8][16] - Free cash flow for the full year exceeded $425 million, with approximately 75% returned to shareholders through dividends and share repurchases [9][16] - The balance sheet ended the year with a cash balance of $267 million, providing ample liquidity [20] Business Line Data and Key Metrics Changes - The company achieved a new production record in the fourth quarter, averaging nearly 104,000 barrels of oil equivalent per day, reflecting a sequential increase of 3% [8][16] - Operationally, field-level cash operating expenses declined by 7% to $5.12 per BOE during 2025 [7] Market Data and Key Metrics Changes - Total revenue per BOE declined 13% quarter-over-quarter due to lower oil prices [21] - The company remains unhedged for all oil and natural gas production, with anticipated oil price differentials of approximately $3 per barrel [23] Company Strategy and Development Direction - The company's strategy focuses on steady mid-single-digit production growth, high pre-tax margins, and reliable free cash flow while maintaining a low reinvestment rate [10][11] - The company plans to maintain capital spending at similar levels in 2026 while targeting a production growth of approximately 5% [13][23] - The company emphasizes a disciplined approach to capital allocation and operational efficiency, aiming to maximize returns while minimizing financial risk [11][15] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to navigate product price volatility and highlighted the importance of maintaining low leverage [11][15] - The outlook for 2026 is optimistic, with expectations for gradual production growth despite potential weather impacts in the first quarter [23][44] Other Important Information - The company repurchased approximately 8.9 million shares throughout 2025, reducing the diluted share count by roughly 4.5% [9][17] - A 10% increase in the quarterly dividend was announced, marking the fifth consecutive annual increase [19][14] Q&A Session Summary Question: Performance of recent wells in Giddings - Management noted that recent wells have outperformed type curves due to improved drilling practices and better rock quality [25][26] Question: M&A activity and pricing trends - Management acknowledged increased competition and rising prices for acreage but emphasized a preference for undeveloped opportunities rather than PDP-heavy deals [28][30] Question: Well-cost reductions and capital efficiency - Management indicated that well costs have decreased, with current costs around $1,000 per foot for standard Giddings wells, and service costs are expected to remain flat to slightly down [35][36] Question: Production outlook for 2026 - Management expects steady growth throughout 2026, with a heavier capital outlay in the first half of the year [44][23] Question: Maintenance capital estimates - Management suggested that maintenance capital is likely around $400 million, reflecting efficiencies gained over the years [78][80]

Financial Data and Key Metrics Changes - For the full year 2025, total company production grew by 11% to approximately 100,000 barrels of oil equivalent per day, with oil production growing by 4% to nearly 40,000 barrels per day [7] - Fourth quarter adjusted net income was approximately $71 million or $0.38 per diluted share, with adjusted EBITDA coming in at $216 million [8][16] - Free cash flow for the full year exceeded $425 million, with approximately 75% returned to shareholders through dividends and share repurchases [9][19] Business Line Data and Key Metrics Changes - The company achieved a new production record in the fourth quarter, averaging nearly 104,000 barrels of oil equivalent per day, reflecting a sequential increase of 3% [8] - Operationally, field-level cash operating expenses declined by 7% to $5.12 per BOE during 2025 [7] Market Data and Key Metrics Changes - Total revenue per BOE declined 13% quarter-over-quarter due to a decrease in oil prices [21] - The company remains completely unhedged for all its oil and natural gas production, with anticipated oil price differentials of approximately $3 per barrel [23] Company Strategy and Development Direction - The company's strategy focuses on steady mid-single-digit total production growth, high pre-tax margins, and reliable free cash flow while maintaining a low reinvestment rate [10][11] - The company plans to remain fiscally prudent with capital spending expected to be approximately flat year-over-year while delivering total production growth of approximately 5% in 2026 [13][23] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to navigate product price volatility and emphasized the importance of maintaining low leverage and a strong balance sheet [15][11] - The outlook for 2026 is optimistic, with expectations for gradual production growth despite potential winter weather impacts in the first quarter [23][44] Other Important Information - The company repurchased approximately 8.9 million shares throughout 2025, reducing the diluted share count by roughly 4.5% [9][17] - A 10% increase in the quarterly dividend to $0.16 per share was recently announced, marking the fifth consecutive annual increase [19] Q&A Session Summary Question: Performance of recent wells in Giddings - Management noted that recent wells have outperformed type curves due to improved drilling practices and better rock quality, with no significant changes in completion design [25][26] Question: M&A activity and pricing trends - Management indicated that competition for acquisitions has increased, particularly for larger deals, and expressed a preference for opportunities with undeveloped upside rather than PDP-heavy assets [28][30] Question: Well-cost reductions and capital efficiency - Management reported a reduction in the cost of standard Giddings wells to around $1,000 per foot, with expectations for flat to slightly decreasing service costs [35][36] Question: Capital allocation strategy in a higher oil price scenario - In a scenario with higher oil prices, management indicated that excess cash would likely be allocated to dividends, share repurchases, or opportunistic acquisitions, rather than increasing rig counts [99][100] Question: Development approach and well pad sizes - The company continues to operate with an average of 3-4 wells per pad, with flexibility to drill longer laterals when possible [50][51] Question: Maintenance capital expectations - Management estimated maintenance capital to be around $400 million, with a focus on maintaining production levels without excessive spending [79][80]

Financial Data and Key Metrics Changes - For the full year 2025, total company production grew by 11% to approximately 100,000 barrels of oil equivalent per day, with oil production growing by 4% to nearly 40,000 barrels per day [7][9] - Fourth quarter adjusted net income was approximately $71 million or $0.38 per diluted share, with adjusted EBITDA at $216 million [9][17] - Free cash flow for the full year exceeded $425 million, with approximately 75% returned to shareholders through dividends and share repurchases [10][20] Business Line Data and Key Metrics Changes - The company achieved a new production record in Q4, averaging nearly 104,000 barrels of oil equivalent per day, reflecting a sequential increase of 3% [8] - Field-level cash operating expenses declined by 7% to $5.12 per BOE during 2025, contributing to improved operational efficiency [7][9] Market Data and Key Metrics Changes - Total revenue per BOE declined 13% quarter-over-quarter due to lower oil prices, impacting operating income margins [21] - The company remains unhedged for all oil and natural gas production, which allows for upside potential in commodity prices [24] Company Strategy and Development Direction - The company's strategy focuses on steady mid-single-digit production growth, high pre-tax margins, and reliable free cash flow while maintaining a low reinvestment rate [11][12] - Magnolia plans to maintain capital spending at similar levels year-over-year while targeting a production growth of approximately 5% in 2026 [13][24] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to navigate product price volatility and emphasized the importance of maintaining low leverage for financial flexibility [15][20] - The outlook for 2026 includes expectations for gradual production growth despite potential weather impacts in Q1 [24][43] Other Important Information - The company repurchased approximately 8.9 million shares throughout 2025, reducing the diluted share count by roughly 4.5% [10][18] - A 10% increase in the quarterly dividend was announced, marking the fifth consecutive annual increase [14][19] Q&A Session Summary Question: Performance of recent wells in Giddings - Management noted that recent wells have outperformed type curves, attributing success to improved drilling techniques and better rock quality [26][27] Question: M&A activity and pricing trends - Management acknowledged increased competition and rising prices for acreage but emphasized a preference for undeveloped opportunities rather than PDP-heavy deals [28][30] Question: Cost reductions and capital efficiency - Management indicated that well costs have decreased, with current costs around $1,000 per foot for standard Giddings wells, and service costs are expected to remain flat to slightly down [34][35] Question: Capital allocation strategy - Management stated that excess cash from higher oil prices would be directed towards dividends, share repurchases, or opportunistic acquisitions, without plans to add another rig [96][99] Question: Production outlook for 2026 - Management expects steady growth throughout 2026, with a heavier capital outlay in the first half of the year [42][43] Question: Development approach and well pad sizes - The average well pad size remains around 3-4 wells, with opportunities for longer laterals if adjacent acreage can be acquired [49][51] Question: Maintenance capital estimates - Management suggested that maintenance capital is likely around $400 million, reflecting efficiencies gained over the years [78][80]

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Fourth Quarter & Full Year 2025 Earnings Presentation February 5, 2026 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 financia ...

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Core Insights - Magnolia Oil & Gas Corp reported quarterly earnings of $0.37 per share, exceeding the Zacks Consensus Estimate of $0.36 per share, but down from $0.49 per share a year ago, representing an earnings surprise of +2.41% [1] - The company generated revenues of $317.63 million for the quarter, surpassing the Zacks Consensus Estimate by 1.71%, although this is a decrease from $326.61 million in the same quarter last year [2] - Magnolia Oil & Gas shares have increased approximately 20.6% year-to-date, significantly outperforming the S&P 500's gain of 0.5% [3] Earnings Outlook - The future performance of Magnolia Oil & Gas shares will largely depend on management's commentary during the earnings call and the company's earnings outlook [4] - The current consensus EPS estimate for the upcoming quarter is $0.35, with projected revenues of $304.57 million, and for the current fiscal year, the EPS estimate is $1.44 on revenues of $1.27 billion [7] Industry Context - The Oil and Gas - Exploration and Production - United States industry is currently ranked in the bottom 6% of over 250 Zacks industries, indicating a challenging environment for companies in this sector [8] - Empirical research suggests a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can impact investor sentiment and stock performance [5]

Financial Performance - Fourth quarter 2025 net income was $71.4 million, a decrease of 20% compared to $88.7 million in Q4 2024, while full year net income totaled $337.3 million, down 15% from $397.3 million in 2024[2][3][4] - Adjusted EBITDAX for Q4 2025 was $215.7 million, down 9% from $235.8 million in Q4 2024, while full year adjusted EBITDAX was $906.1 million, a 5% decrease from $953.3 million in 2024[2][3][4] - For the quarter ended December 31, 2025, Magnolia reported total revenues of $317.6 million, a slight decrease from $326.6 million in the same quarter of 2024[27] - Net income for the year ended December 31, 2025, was $337,279, a decrease of 15.1% from $397,330 in 2024[29] - Adjusted net income for the year ended December 31, 2025, was $335,672,000, down from $400,944,000 in 2024, reflecting a decline of about 16.3%[41] Production and Operations - Average daily production for Q4 2025 reached 103.8 Mboe/d, an 11% increase from 93.1 Mboe/d in Q4 2024, and full year production averaged 99.8 Mboe/d, also reflecting an 11% year-over-year growth[2][3][4] - Oil production for the quarter was 3,747 MBbls, up from 3,572 MBbls in the same quarter of 2024, representing a growth of 4.9%[25] - Average daily oil production increased to 40,730 Bbls/d from 38,821 Bbls/d, reflecting a year-over-year increase of 4.7%[25] - Natural gas production rose to 18,089 MMcf for the quarter, compared to 15,371 MMcf in the same quarter of 2024, marking a 17.7% increase[25] - Magnolia's average daily production for the year ended December 31, 2025, was 99,793 boe/d, an increase from 89,709 boe/d in 2024, representing a growth of 11.7%[25] Costs and Expenditures - Capital expenditures for drilling and completions in Q4 2025 were $116.5 million, an 11% decrease from $131.6 million in Q4 2024, and full year capital expenditures totaled $460.7 million, down 3% from $477.0 million in 2024[2][3][4] - Total operating costs and expenses for the quarter were $223.5 million, up from $202.5 million in the same quarter of 2024, an increase of 10.3%[27] - Total costs incurred for exploration and development activities in 2025 were $556,759, a decrease from $661,116 in 2024[34] - Total adjusted cash operating costs per boe for the year ended December 31, 2025, were $11.10, compared to $11.08 in 2024, indicating a slight increase of about 1.8%[46] Cash Flow and Shareholder Returns - Magnolia returned 75% of free cash flow generated in 2025 to shareholders through dividends and share repurchases, totaling $205.5 million in share repurchases and $113.1 million in dividends[7][10][19] - Free cash flow for the year ended December 31, 2025, was $426,599,000, slightly down from $430,232,000 in 2024, showing a decrease of approximately 0.6%[49] - A cash dividend of $0.165 per share was declared, representing a 10% increase from the previous rate, marking the fifth consecutive annual increase in dividends[10][19] Reserves and Efficiency - The company achieved a reserve replacement ratio of 137% for 2025, adding 49.8 MMboe of proved developed reserves, with organic proved developed finding and development costs at $9.25 per boe[10][15] - Proved developed reserves increased by 17.3 MMboe to 166.6 MMboe at the end of 2025, compared to 149.3 MMboe at the end of 2024[34] - Organic proved developed F&D cost per boe decreased to $9.25 in 2025 from $10.77 in 2024, indicating improved cost efficiency[34] - Magnolia's return on capital employed was 18% in 2025, reflecting strong operational efficiency and capital discipline[8][9] - The return on average capital employed (ROCE) for the year ended December 31, 2025, was 18.5%, down from 22.1% in 2024, indicating a decrease of about 16.3%[52] Balance Sheet and Assets - Magnolia's cash balance increased to $266.8 million at year-end 2025, up from $260.0 million at the end of 2024, while maintaining an undrawn $450 million revolving credit facility[4][10] - Total assets increased to $2,903,092 as of December 31, 2025, compared to $2,820,835 in 2024, representing a growth of 2.9%[32] - Cash and cash equivalents at the end of the period were $266,785, slightly up from $260,049 at the end of 2024[32] Market Realization - The average sales price for oil decreased to $57.54 per Bbl from $69.01 per Bbl in the same quarter of 2024, a decline of 16.5%[25] - The company reported a realization of 97% of WTI for oil and 82% of Henry Hub for natural gas during the quarter[25] - Revenue per barrel of oil equivalent (boe) for the quarter ended December 31, 2025, was $33.26, a decrease from $38.13 in the same quarter of 2024, indicating a decline of approximately 21.5%[46]