{"url_path":"/sec/mgy/8-k/2026-07-20/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD Disclosure.**","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":444,"has_tables":true,"body_markdown":"**Item 7.01. Regulation FD Disclosure.**\n\n \n\nOn\nJuly 20, 2026, Magnolia issued a press release announcing the entry into the Purchase Agreement.\nThe full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.\n\n \n\nAlso\non July 20, 2026, as announced in the press release, Magnolia will be hosting an investor\ncall beginning at 8:00 a.m. Eastern Time to discuss the Acquisition. A copy of the investor call presentation is furnished as Exhibit\n99.2 to this Current Report and is incorporated herein by reference. The investor call webcast and presentation will be available both\nlive and for subsequent replay via the Events & Presentations page of Magnolia’s website at https://www.magnoliaoilgas.com/investors/events-and-presentations.\nInformation contained on or accessible from Magnolia’s website is not, and shall not be deemed to be, incorporated by reference\ninto this Current Report.\n\n \n\nThe\ninformation furnished pursuant to this Item 7.01 (including Exhibit 99.1 and Exhibit 99.2) shall not be deemed to be “filed”\nfor purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filings\nunder the Securities Act, unless specifically identified therein as being incorporated therein by reference.   You should not assume\nthat the information contained herein or the accompanying exhibits is accurate as of any date other than the date of each such document.\nOur business, financial condition, results of operations, prospects and assumptions that were utilized may have changed since those dates.\n\n \n\n**Forward-Looking Statements**\n\n** **\n\nThis\nCurrent Report contains forward-looking statements within the meaning of the federal securities laws. Such statements are subject\nto a number of assumptions, risks and uncertainties, many of which are beyond the control of Magnolia. These risks include, but are not\nlimited to: the delay or failure to consummate the Acquisition with the Seller due to unsatisfied closing conditions, such as HSR Clearance\ndelay, or other factors; the ultimate amount of Cash Consideration to be paid or Equity Consideration to be issued in the Acquisition\ndue to purchase price adjustments; the risk that, if acquired, the business of the Target does not perform consistent with Magnolia’s\nexpectations; and the other risks identified in Magnolia’s 2025 Annual Report on Form 10-K and its other filings with\nthe Securities and Exchange Commission (the “SEC”). Investors are cautioned that any such statements are not guarantees of\nfuture performance and that actual results or developments may differ materially from those projected in the forward-looking statements.\nThe forward-looking statements in this Current Report are made as of the date hereof, and Magnolia does not undertake any obligation to\nupdate the forward-looking statements as a result of new information, future events or otherwise."}