Magnolia Oil & Gas Operating LLC and its subsidiary Magnolia Oil & Gas Finance Corp. announced a proposed private placement of $500 million in senior unsecured notes due 2034, subject to market conditions.

The company, which trades on the NYSE as MGY, said it intends to use the proceeds from the notes offering, combined with proceeds from a separate Class A common stock offering by Magnolia Oil & Gas Corporation, borrowings under its revolving credit facility, and cash on hand, to fund its acquisition of 100% of the limited liability company interests of WildFire Intermediate Holdings, LLC from WildFire Energy I LLC.

The stock offering is expected to close on July 22, 2026, subject to customary closing conditions.

The notes will not be registered under the Securities Act of 1933 and will be offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. The notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Magnolia operates primarily in South Texas in the Eagle Ford Shale and Austin Chalk formations.