Deal Description: Magnolia Oil & Gas Corporation (NYSE: MGY) (“Magnolia” or the “Company”), announced the proposed underwritten block trade (the “Offering”) of 7,500,000 shares of the Company’s Class A common stock, par value $0.0001 (the “Class A Common Stock”) by certain affiliates of EnerVest, Ltd. (the “Selling Stockholders”). The shares will be offered from time to time for sale through negotiated transactions or otherwise at market prices prevailing at the time of sale by Citigroup. Magnolia will not sell any shares of its Class A Common Stock in the Offering and will not receive any proceeds from the sale by the Selling Stockholders of shares of Class A Common Stock.

In connection with the Offering, the Company intends to purchase from the Selling Stockholders 2,500,000 shares of the Company’s Class B common stock, par value $0.0001, at a price per share equal to the price per share at which the underwriter purchases shares of the Company’s Class A Common Stock in the Offering (the “Class B Common Stock Purchase”). The Offering is not conditioned upon the completion of the Class B Common Stock Purchase, but the Class B Common Stock Purchase is conditioned upon the completion of the Offering.

Baker Botts represented Citigroup, which is acting as the sole underwriter for the Offering.

Gibson Dunn represented the Selling Stockholders and Kirkland & Ellis represented Magnolia.

Baker Botts Lawyers/Offices Involved:

Corporate: Doug Getten (Partner, Houston), Clint Rancher (Partner, Houston), Garrett Hughey (Senior Associate, Houston), Parker Hinman (Associate, Houston), Chandler Block (Associate, Houston)

Tax: Jon Lobb (Partner, Houston)

Employee Benefits: Jason Loden (Partner, Dallas)

Global Projects: Brian Finch (Special Counsel, Austin)

Environmental: Scott Janoe (Partner, Houston)

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