Magnolia Oil & Gas Corporation (NYSE: MGY) priced a public offering of 46,315,790 shares of its Class A common stock at $23.75 per share, according to a press release statement.

The company also granted underwriters a 30-day option to purchase up to an additional 6,947,368 shares at the same offering price, less underwriting discounts and commissions. The offering is expected to close on July 22, 2026, subject to customary closing conditions.

Magnolia said it intends to use the net proceeds from the offering, together with proceeds from a concurrent issuance of new senior notes by its subsidiaries Magnolia Oil & Gas Operating LLC and Magnolia Oil & Gas Finance Corp., borrowings under a revolving credit facility, and cash on hand, to fund its pending acquisition of 100% of the limited liability company interests of WildFire Intermediate Holdings, LLC from WildFire Energy I LLC.

J.P. Morgan and Goldman Sachs & Co. LLC are acting as joint book-running managers for the offering, alongside Citigroup, Wells Fargo Securities, BofA Securities, Capital One Securities, Fifth Third Securities, KeyBanc Capital Markets, MUFG, PNC Capital Markets LLC, Regions Securities LLC, Scotiabank, and Truist Securities.

The offering is being made pursuant to a shelf registration statement on Form S-3 filed with the Securities and Exchange Commission on July 20, 2026.