Magnolia closes WildFire Energy acquisition with $2.57 billion cash, shares and assumed notes

Magnolia Oil & Gas Corporation (NYSE: MGY) closed its acquisition of WildFire Energy on September 10, 2026, paying $2.57 billion in cash, subject to final customary adjustments, and issuing 32,203,000 Class A shares while assuming $600.0 million of the target's 7.500% Senior Notes due 2029. The completed transaction is described in the Introductory Note and Item 2.01 of Magnolia's Form 8-K, accession 0001104659-26-107498.

The buyer was Magnolia Oil & Gas Operating LLC, a Magnolia subsidiary. It purchased 100% of the issued and outstanding limited liability company interests in WildFire Intermediate Holdings, LLC from WildFire Energy I LLC. Those legal names distinguish the acquired company from the seller; Magnolia's September 10 announcement used the WildFire Energy brand.

The closing follows the Purchase Agreement previously disclosed on July 20, 2026. Magnolia's 8-K was accepted on EDGAR at approximately 4:10 p.m. Eastern on September 14, but the transaction's closing date and the filing's period of report are September 10. The filing records a completed acquisition, with the assets entering Magnolia through its operating subsidiary.

Three separate consideration components

The disclosed cash amount is $2.57 billion before final customary adjustments. The verified disclosure does not establish the final adjustment amount, so that cash figure should not be treated as a fully settled purchase-price calculation. The stock component is a specified number of Magnolia Class A shares rather than a dollar amount: 32,203,000 shares with a par value of $0.0001 each.

No trading price for valuing those shares is provided in the verified facts. Consequently, the cash, share issuance and assumed notes cannot be collapsed here into a single enterprise-value figure. The disclosed share count also does not establish the seller's post-close ownership percentage or a dilution percentage. Those measures would require information beyond this closing disclosure.

Item 3.02 says Magnolia completed the equity issuance in reliance on Section 4(a)(2) of the Securities Act, covering a transaction by an issuer that does not involve a public offering. That disclosure explains the basis used for issuing the acquisition shares; the filing's Introductory Note and Item 2.01 provide the acquisition economics.

Debt obligations move into the buyer

Immediately after the acquisition closed, WildFire Intermediate Holdings and certain target subsidiaries merged into Magnolia Oil & Gas Operating LLC. The buyer assumed the obligations under the target's 2029 Notes through a supplemental indenture, connecting the post-close legal structure to the debt component of the transaction.

The assumed notes have $600.0 million in aggregate principal outstanding and carry a 7.500% annual coupon. They were issued on September 26, 2024, mature on October 15, 2029, and pay interest semiannually on April 15 and October 15. Their principal amount is a separate disclosed obligation alongside the cash and equity consideration.

Magnolia also reported changes to guarantees for two of the buyer's other debt series. On the closing date, Magnolia Midstream LLC entered first supplemental indentures adding it as a guarantor of the buyer's 6.875% Senior Notes due 2032 and 6.625% Senior Notes due 2034. These guarantee changes are distinct from the assumption of WildFire's 7.500% notes due 2029.

What the closing establishes

The acquisition expands Magnolia through the WildFire Energy business and makes the consideration and assumed obligations concrete. Magnolia describes itself in the accompanying release as an exploration and production company focused primarily on South Texas's Eagle Ford Shale and Austin Chalk. That description applies to Magnolia; it does not establish the location or operating profile of the acquired WildFire assets.

The verified 8-K body and release do not provide WildFire production, reserves, acreage or EBITDA figures. They therefore do not support a production-growth estimate, acquisition multiple, synergy calculation or earnings-per-share assessment. The financial facts available here establish the transaction's structure and completion, while the final cash adjustment and the dollar value assigned to the shares remain unresolved in this account.

Magnolia's September 10 news release confirms the completion announcement but does not restate the cash amount or share count. Those figures come from the 8-K. Under Item 7.01, the release is furnished as Exhibit 99.1 rather than filed for purposes of Exchange Act Section 18, preserving the distinction between the announcement and the filing's detailed transaction disclosures.

Filing reference

Magnolia Oil & Gas Corporation disclosed the completed WildFire Energy acquisition in Form 8-K AccNo 0001104659-26-107498 (Items 1.01, 2.01, 2.03, 3.02, 7.01 and 9.01; Closing Date September 10, 2026), with Exhibit 99.1 news release furnished under Item 7.01. The closing filing posted to EDGAR on September 14, 2026 at approximately 16:10 ET.