​

​

​

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)

__________________
Not Applicable

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

__________________

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:

​

​

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.   ☐

​

​

​

​

​

On January 7, 2025, the board of directors (the “Board”) of Magnolia Oil & Gas Corporation (the “Company”) appointed R. Lewis Ropp as a director, effective immediately (the “Appointment Date”), to fill the vacancy on the Board. The Board has determined that Mr. Ropp qualifies as “independent” under the Company’s Corporate Governance Guidelines and the independence standards of the New York Stock Exchange. Mr. Ropp will serve as an independent director until the Company’s 2025 annual meeting of stockholders.  He was also appointed to the Board’s Audit Committee.  

​

In connection with his appointment, the Company has entered or will enter into its standard form of indemnity agreement with Mr. Ropp, which is incorporated by reference to Exhibit 10.1 hereto and incorporated by reference into this Item 5.02. Mr. Ropp 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 7, 2024 (the “2024/2025 Board Term”). Upon his appointment to the Board, Mr. Ropp 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 2024/2025 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 21, 2024.

​

There are no arrangements or understandings between Mr. Ropp and any other person pursuant to which he was selected as a director. Mr. Ropp is not related to any officer or director of the Company. There are no transactions or relationships between Mr. Ropp 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.    

​

​

Item 7.01Regulation FD Disclosure.

​

On January 7, 2025, the Company issued a press release announcing the appointment of Mr. Ropp. A copy of the press release is included as Exhibit 99.1 hereto and incorporated herein by reference.  

​

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.  

​

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

​

​

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.

​

Dated: January 7, 2025

​