{"url_path":"/sec/mgy/8-k/2026-07-20/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1698990/0001104659-26-084859-index.html","accession_number":"0001104659-26-084859","cik":"0001698990","ticker":"MGY","issuer_name":"Magnolia Oil & Gas Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1698990/0001104659-26-084859-index.html","primary_entity_key":"0001698990","primary_entity_name":"Magnolia Oil & Gas Corp"},"word_count":1347,"has_tables":true,"body_markdown":"**Item 1.01. Entry Into a Material Definitive Agreement.**\n\n** ** \n\n*Purchase Agreement*\n\n \n\nOn July 19, 2026, Magnolia\nOil & Gas Corporation, a Delaware corporation (“Magnolia”), and Magnolia Oil & Gas Operating LLC, a Delaware limited\nliability company (“Buyer” and, together with Magnolia, the “Buyer Parties”), entered into a purchase and sale\nagreement (the “Purchase Agreement”) with WildFire Energy I LLC, a Delaware limited liability company (“Seller”),\npursuant to which Buyer agreed to purchase from Seller 100% of the issued and outstanding limited liability company interests (the “Acquired\nInterests”) of WildFire Intermediate Holdings, LLC (“Target”).\n\n \n\nAs consideration for the purchase\nof the Acquired Interests and the transactions contemplated by the Purchase Agreement (collectively, the “Acquisition”), the\npurchase price shall be comprised of (i) cash in the amount of $2,650 million (the “Cash Consideration”), subject to certain\ncustomary adjustments as set forth in the Purchase Agreement, and (ii) 32,203,000 shares of Magnolia’s Class A common stock (“common\nstock”), par value $0.0001 (the “Equity Consideration”), as well as the assumption of $600 million of the Target’s\noutstanding 7.500% Senior Notes due 2029.\n\n \n\nThe obligations of the parties\nto complete the Acquisition are subject to the satisfaction or waiver of customary closing conditions set forth in the Purchase Agreement,\nincluding the expiration or termination of all applicable waiting periods (“HSR Clearance”) imposed under the Hart-Scott-Rodino\nAntitrust Improvements Act of 1976, as amended. In connection with and upon execution of the Purchase Agreement, Buyer deposited with\nan escrow agent a cash deposit equal to $200 million to assure the Buyer Parties’ and Seller’s performance of their respective\nobligations thereunder and therein, pursuant to an escrow agreement among the Buyer Parties, Seller, and the escrow agent.\n\n \n\nThe Purchase Agreement has\nbeen included with this Current Report on Form 8-K (this “Current Report”) to provide investors and security holders with\ninformation regarding the terms of the transactions contemplated therein. They are not intended to provide any other factual information\nabout the Buyer Parties, Seller, Target or the Acquired Interests. The representations, warranties, covenants and agreements contained\nin the Purchase Agreement are solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon\nby the parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the\nparties to the Purchase Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable\nto the contracting parties that differ from those applicable to investors and security holders. Magnolia security holders should not rely\non the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts\nor condition of the Buyer Parties, Seller, Target or the Acquired Interests. Moreover, information concerning the subject matter of the\nrepresentations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully\nreflected in Magnolia’s public disclosures.\n\n \n\nThe foregoing descriptions\nof the Purchase Agreement and the transactions contemplated thereby are not complete and are qualified in their entirety by reference\nto the full text of the Purchase Agreement, a copy of which is filed herewith as Exhibit 2.1 and is incorporated herein by reference.\n\n \n\n*Registration Rights Agreement*\n\n* *\n\nUnder the Purchase\nAgreement, Magnolia and Seller agreed to enter into a registration rights agreement, in substantially the form attached as Exhibit N\nto the Purchase Agreement in connection with the closing of the Acquisition (the “Registration Rights Agreement”).\nPursuant to the terms of the Registration Rights Agreement, Magnolia will agree to register under the Securities Act of 1933, as\namended (the “Securities Act”), the resale of any shares of common stock to be issued as the Equity Consideration. The\nRegistration Rights Agreement provides for certain underwritten demand, “piggy-back” and shelf registration rights,\nsubject to certain customary limitations. Additionally, Seller will agree to a 30-day lock-up period with respect to shares of\ncommon stock received in the Acquisition. Magnolia will also agree to pay certain expenses of Seller incurred in connection with the\nexercise of its rights under the Registration Rights Agreement and indemnify Seller for certain securities law matters in connection\nwith any registration statement filed pursuant thereto.\n\n \n\n \n\n \n\n \n\nThe foregoing description\nof the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by the full text\nof the form of Registration Rights Agreement attached as Exhibit N to the Purchase Agreement, which is filed herewith as Exhibit 2.1 and\nis incorporated herein by reference.\n\n \n\n*Third Amended and Restated RBL Facility*\n\n* *\n\nOn\nJuly 19, 2026, Buyer executed a third amendment and restatement of its senior secured reserve-based revolving credit facility (the “Amended\nand Restated RBL Facility”) in its entirety, which upon the satisfaction of customary conditions, including the execution and delivery\nof definitive documentation with respect to the Amended and Restated RBL Facility and the consummation of the Acquisition, will provide\nfor, among other things, maximum commitments in an aggregate principal amount of $2.25 billion with a letter of credit facility with a\n$100.0 million sublimit and a swingline facility with a $50.0 million sublimit, with an initial borrowing base of $2.0 billion and borrowing\ncapacity of $1.75 billion that are subject to adjustments to the extent oil and gas assets are excluded from the Acquisition, and extend\nthe maturity date to the earlier of (x) the fifth anniversary of the effectiveness of the Amended and Restated RBL Facility and (y) the\ndate that is 91 days prior to the stated maturity date of Target’s 7.50% Senior Notes due 2029 (or, to the extent earlier than the\nfifth anniversary of the effectiveness of the Amended and Restated RBL Facility, the date that is 91 days prior to the stated maturity\ndate of any refinancing indebtedness in respect thereof that is permitted under the Amended and Restated RBL Facility) if the outstanding\naggregate principal amount of such notes equals or exceeds $100.0 million on such date. The Amended and Restated RBL Facility is guaranteed\nby certain parent companies and subsidiaries of Buyer and is collateralized by certain of Buyer’s oil and natural gas properties\nand has a borrowing base subject to semi-annual redetermination.\n\n \n\nBorrowings under the Amended\nand Restated RBL Facility bear interest, at Buyer’s option, at a rate per annum equal to either the term SOFR rate or the alternative\nbase rate plus the applicable margin. Additionally, Buyer is required to pay a commitment fee quarterly in arrears in respect of unused\ncommitments under the Amended and Restated RBL Facility. The applicable margin and the commitment fee rate are calculated, at Buyer’s\noption, based upon the utilization levels of the Amended and Restated RBL Facility as a percentage of unused lender commitments then in\neffect during non-investment grade periods or based upon the applicable credit rating of Buyer during investment grade periods.\n\n \n\nThe Amended and Restated RBL\nFacility contains certain affirmative and negative covenants customary for financings of this type, including compliance with a leverage\nratio of less than 3.50 to 1.00 and a current ratio of greater than 1.00 to 1.00.\n\n \n\nThe foregoing summary of the\nAmended and Restated RBL Facility does not purport to be complete and is subject to, and qualified in its entirety by reference to the\nfull text of the Amended and Restated RBL Facility, which is filed herewith as Exhibit 10.1.\n\n \n\n*Bridge Facility Commitment Letter*\n\n \n\nOn July 19, 2026, Buyer entered\ninto a commitment letter (the “Commitment Letter”) among Buyer and the lenders party thereto, pursuant to which the lenders\nhave committed to provide an aggregate initial principal amount of up to $1.50 billion in senior unsecured loans under a senior 364-day\nunsecured bridge term loan facility (the “Bridge Facility”) subject to certain conditions. In the event that certain financing\narrangements cannot be obtained at all or on terms satisfactory to Buyer, Buyer may borrow under the Bridge Facility, subject to the satisfaction\nof customary conditions, including the execution and delivery of definitive documentation with respect to the Bridge Facility in accordance\nwith the terms set forth in the Commitment Letter and the consummation of the Acquisition."}