# Magnolia Oil & Gas Corp (MGY) — capital_raise/public_offering [pending]
Source: SEC API (secapi.ai) · situation sit_9ea3b9a39a2bb57b6024 · retrieved 2026-08-11T15:52:20.950Z

## Overview
Magnolia Oil & Gas Corporation is a crude petroleum and natural gas exploration and production company.

Magnolia Oil & Gas Corporation entered into an underwriting agreement with J.P. Morgan Securities LLC on July 20, 2026, to issue and sell 46,315,790 shares of Class A common stock at a public price of $23.75 per share. The underwriters were granted a 30-day option to purchase up to an additional 6,947,368 shares, which was fully exercised on July 21, 2026. The offering, including the option shares, closed on July 22, 2026. The company expects to use net proceeds from the offering, together with proceeds from concurrent issuances of senior notes and borrowings under its revolving credit facility, to fund the cash consideration for its pending acquisition of 100% of WildFire Intermediate Holdings, LLC from WildFire Energy I LLC.

## Terms
- Counterparty: J.P. Morgan Securities LLC and several underwriters · Deal value: $500.0M · Consideration: cash · Stake: 100% · Price/share: $23.75

## Key dates
- Announced 2026-07-22 · Expected close 2026-08-05

## Timeline
- 2026-07-22 · 8-K (0001104659-26-085611): 8-K - Magnolia Oil & Gas Corp — *Magnolia Oil & Gas Corporation 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.* On July 22, 2026, Magnolia Oil & Gas Operating LLC and Magnolia Oil & Gas Finance Corp. (indirect subsidiaries of Magnolia Oil & Gas Corporation) announced a proposed private offering of $500 million in aggregate principal amount of senior unsecured notes due 2034. The net proceeds, together with proceeds from a concurrent equity offering of 46,315,790 shares at $23.75 per share (plus 6,947,368 additional shares from underwriter option exercise, expected to close July 22, 2026), borrowings under the company's revolving credit facility, and cash on hand, will be used to fund the cash consideration for Magnolia's acquisition of 100% of the issued and outstanding limited liability company interests of WildFire Intermediate Holdings, LLC from WildFire Energy I LLC.
  https://www.sec.gov/Archives/edgar/data/1698990/0001104659-26-085611.txt
- 2026-07-22 · 8-K (0001104659-26-085832): 8-K - Magnolia Oil & Gas Corp — *Magnolia Oil & Gas Corporation 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 Oil & Gas Operating LLC and Magnolia Oil & Gas Finance Corp. announced on July 22, 2026, the pricing of a private offering of $500 million in aggregate principal amount of 6.625% senior unsecured notes due 2034. The closing is expected to occur on August 5, 2026, subject to customary closing conditions. The net proceeds, together with proceeds from a concurrent Class A common stock offering by Magnolia Oil & Gas Corporation (which closed on July 22, 2026), borrowings under the revolving credit facility, and cash on hand, will be used to fund the cash consideration for the acquisition of 100% of the issued and outstanding limited liability company interests of WildFire Intermediate Holdings, LLC from WildFire Energy I LLC.
  https://www.sec.gov/Archives/edgar/data/1698990/0001104659-26-085832.txt
- 2026-07-23 · 8-K (0001104659-26-086291): 8-K - Magnolia Oil & Gas Corp — *Magnolia Oil & Gas Corporation is a crude petroleum and natural gas exploration and production company.* Magnolia Oil & Gas Corporation entered into an underwriting agreement with J.P. Morgan Securities LLC on July 20, 2026, to issue and sell 46,315,790 shares of Class A common stock at a public price of $23.75 per share. The underwriters were granted a 30-day option to purchase up to an additional 6,947,368 shares, which was fully exercised on July 21, 2026. The offering, including the option shares, closed on July 22, 2026. The company expects to use net proceeds from the offering, together with proceeds from concurrent issuances of senior notes and borrowings under its revolving credit facility, to fund the cash consideration for its pending acquisition of 100% of WildFire Intermediate Holdings, LLC from WildFire Energy I LLC.
  https://www.sec.gov/Archives/edgar/data/1698990/0001104659-26-086291.txt

## Citations
- 0001104659-26-085611 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926085611
- 0001104659-26-085832 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926085832
- 0001104659-26-086291 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926086291