8-K

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 7, 2025

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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))

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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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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(a)Magnolia Oil & Gas Corporation (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on May 7, 2025.

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(b)The following actions were taken at the Annual Meeting, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and the final number of votes cast for, votes withheld or cast against, abstentions and broker non-votes for each proposal is set forth below:

1. Each of the eight (8) nominees for director was elected to serve a one (1) year term, commencing on the date of the Annual Meeting. The final voting results were as follows:

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2. The stockholders approved an advisory, non-binding resolution regarding the compensation of the Company’s named executive officers for 2024 (the “say-on-pay vote”). The final voting results were as follows:

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3. On the advisory, non-binding resolution regarding the frequency with which the Company will hold future say-on-pay votes, a majority of the votes cast by stockholders approved that such future say-on-pay votes should occur on an annual basis every one year. The final voting results were as follows:

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Based on these voting results and consistent with the recommendation of the Company’s board of directors (the “Board”) set forth in the proxy statement for the Annual Meeting, on May 7, 2025, the Board determined that future say-on-pay votes will occur on an annual basis every one year, beginning with the Company’s 2026 Annual Meeting of Stockholders, until the next say-on-pay frequency proposal is submitted to the Company’s stockholders or the Board otherwise determines that a different frequency for say-on-pay votes is in the best interest of the Company.

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4. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year was ratified. The final voting results were as follows:

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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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