MGY Magnolia Oil and Gas Corporation

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Nine Greenway Plaza, Suite 1300

Houston, TX 77046

(713) 842-9050
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Not Applicable

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

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On February 6, 2024, the board of directors (the “Board”) of Magnolia Oil & Gas Corporation (the “Company”) increased the size of the Board from seven to eight directors and appointed David Khani to fill the vacancy created by such increase, effective immediately (the “Appointment Date”). The Board has determined that Mr. Khani qualifies as “independent” under the Company’s Corporate Governance Guidelines and the independence standards of the New York Stock Exchange. Mr. Khani will serve as an independent director until the Company’s 2024 annual meeting of stockholders. He was also appointed to the Board’s Audit Committee.

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In connection with his appointment, the Company has entered or will enter into an indemnity agreement with Mr. Khani substantially in the form of its standard indemnity agreement with other Board members, which is incorporated by reference to Exhibit 10.1 hereto and incorporated by reference into this Item 5.02. Mr. Khani will be paid cash compensation in the same manner as the Company’s other non-employee directors, prorated to reflect his partial year of service during the Board term that commenced May 3, 2023 (the “2023/2024 Board Term”). Upon his appointment to the Board, Mr. Khani will receive an initial equity award in the form of restricted stock units under the Company’s Long Term Incentive Plan, with the value of such award at the time of grant equal to approximately $165,000, prorated to reflect his partial year of service during the 2023/2024 Board Term. The initial equity award will vest in full on the earlier to occur of (i) the day preceding the next annual meeting of stockholders of the Company at which directors are elected, or (ii) the first anniversary of the Appointment Date, subject to the terms of the Company’s standard award agreement, which is incorporated by reference to Exhibit 10.2 hereto and incorporated by reference into this Item 5.02. Additional information concerning the current compensation of the Company’s non-employee directors is set forth in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 17, 2023.

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There are no arrangements or understandings between Mr. Khani and any other person pursuant to which he was selected as a director. Mr. Khani is not related to any officer or director of the Company. There are no transactions or relationships between Mr. Khani and any member of his immediate family and the Company or any of its subsidiaries that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.

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Item 7.01Regulation FD Disclosure.

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On February 6, 2024, the Company issued a press release announcing the appointment of Mr. Khani. A copy of the press release is included as Exhibit 99.1 hereto and incorporated herein by reference.

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The information furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filings under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

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Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Dated: February 6, 2024

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‌Exhibit 99.1

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Magnolia Oil & Gas Corporation Appoints David Khani to its Board of Directors

HOUSTON, TX, February 6, 2024 – Magnolia Oil & Gas Corporation (“Magnolia,” “we,” “our,” or the “Company”) (NYSE: MGY) today announced that its board of directors (the “Board”) has increased the size of the Board from seven to eight directors and has appointed David Khani as an independent director of the Board, effective immediately. Mr. Khani will serve as a member of the Audit Committee.

“We are very honored to welcome Dave to our Board of Directors,” said Dan Smith, Chairman of the Board. “Dave’s deep industry knowledge and experience across the energy and natural resources spectrum, coupled with his financial and capital markets expertise, will be a valuable asset to Magnolia and our shareholders.”

Mr. Khani served as Chief Financial Officer of EQT Corporation, a leading independent U.S. natural gas producer with an asset base in the core of the Appalachian Basin (“EQT Corp.”), from January 2020 until July 2023. Prior to joining EQT Corp., Mr. Khani served as the Executive Vice President and Chief Financial Officer of CONSOL Energy, an energy company whose businesses during his tenure included natural gas, exploration and production, and coal mining (“CONSOL”), from March 2013 to December 2019, and as Vice President, Finance at CONSOL from September 2011 to March 2013. During his time at CONSOL, Mr. Khani also held chief financial officer and board member roles at CONSOL affiliates, including at CNX Midstream Partners LLC (formerly, CONE Midstream LLC), a joint venture with Noble Energy. Mr. Khani spent the first 18 years of his career at various investment banking and capital market firms, including FBR & Co., Prudential Financial, Inc., and Lehman Brothers, Inc. Mr. Khani holds a B.A. in biological sciences from State University of New York—Binghamton and an M.B.A. in corporate accounting and finance from the University of Rochester. He has been a chartered financial analyst (CFA) for 25 years.

About Magnolia Oil & Gas Corporation

Magnolia (MGY) is a publicly traded oil and gas exploration and production company with operations primarily in South Texas in the core of the Eagle Ford Shale and Austin Chalk formations. Magnolia focuses on generating value for shareholders by delivering steady, moderate annual production growth resulting from its disciplined and efficient philosophy toward capital spending. The Company strives to generate high pre-tax margins and consistent free cash flow allowing for strong cash returns to our shareholders. For more information, visit www.magnoliaoilgas.com.

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Contacts for Magnolia Oil & Gas Corporation

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