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Magnolia Oil & Gas Operating LLC

Unaudited Pro Forma Condensed Combined Financial Information

On September 10, 2026, Magnolia Oil & Gas Corporation, a Delaware corporation (“Magnolia” or the “Company”), and Magnolia Oil & Gas Operating LLC, a Delaware limited liability company (“Buyer”), completed the previously announced purchase and sale agreement (the “Agreement” or the “Transaction”) with WildFire Energy I LLC, a Delaware limited liability company (“Seller”), pursuant to which Buyer agreed to purchase from Seller 100% of the issued and outstanding limited liability company interests (the “Acquisition”) of WildFire Intermediate Holdings, LLC (“WildFire”).

Total consideration, estimated as of August 31, 2026, is approximately $4.1 billion, subject to customary closing and post-closing adjustments. Consideration consists of 32.2 million shares of Magnolia common stock, par value $0.0001 per share (“Class A Common Stock”), and $2.7 billion in cash paid to WildFire, as well as the assumption of $600 million of WildFire’s outstanding 7.500% Senior Notes due 2029. The cash consideration paid to WildFire consists of (i) $271.8 million of cash on hand, (ii) $1.2 billion from the Class A Common Stock offering, net of offering expenses (“Equity Offering”), (iii) $661.8 million drawn under Magnolia’s revolving credit facility, net of debt issuance costs, and (iv) $490.6 million from the issuance of new 6.625% senior notes, net of debt issuance costs ((iii) and (iv) together “Debt Financing”). On a pro forma basis and giving effect to the Transaction, Magnolia shareholders will own approximately 88% of the Company’s outstanding equity, and WildFire will own approximately 12%.

The acquisition of WildFire has been assumed to be accounted for as a business combination in accordance with Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). The assets acquired and liabilities assumed were recorded at their respective fair values as of the closing date. Any transaction costs were assumed to be expensed as incurred in accordance with ASC 805. The unaudited pro forma condensed combined financial statements presented herein have been prepared to reflect the transaction accounting adjustments to Magnolia’s historical condensed consolidated financial information.

The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026 gives effect to the Transaction, together with Equity Offering and Debt Financing, as if it had been completed on June 30, 2026. The Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 30, 2026 and the year ended December 31, 2025 gives effect to the Transaction as if it had been completed on January 1, 2025. The unaudited pro forma condensed combined financial information has been compiled in a manner consistent with the accounting policies adopted by Magnolia.

These pro forma adjustments are described in more detail in the accompanying notes to the unaudited pro forma condensed combined financial statements. Additional assumptions and estimates underlying the pro forma adjustments are also described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined financial information is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations or the consolidated financial position of Magnolia would have been had the Transaction occurred on the dates noted above, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. Future results may vary significantly from the results reflected because of various factors. In Magnolia’s opinion, all adjustments that are necessary to present fairly the unaudited pro forma condensed combined financial information have been made.

The unaudited pro forma condensed combined financial information does not reflect the benefits of potential cost savings or the costs that may be necessary to achieve such savings, opportunities to increase revenue generation or other factors that may result from the Transaction and, accordingly, does not attempt to predict or suggest future results.

The unaudited pro forma financial statements have been developed from and should be read in conjunction with:

The audited consolidated financial statements and accompanying notes of Magnolia contained in Magnolia’s Annual Reports on Form 10-K for the years ended December 31, 2025 and 2024;

The unaudited consolidated financial statements and accompanying condensed notes contained in Magnolia’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026;

The audited consolidated financial statements and related notes of WildFire for the years ended December 31, 2025 and 2024, which are included elsewhere in this filing; and

The unaudited consolidated financial statements and related notes of WildFire for the quarterly period ended June 30, 2026, which are included elsewhere in this filing.

Magnolia Oil & Gas Operating, LLC

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2026

							Transaction Accounting Adjustments
	Historical						Conforming and			WildFire			Debt			Pro Forma
	Magnolia			WildFire			Reclassifications			Acquisition			Financing			Combined
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	295,938		$	30,762		$	—		$	1,265,000	(g)	$	674,211	(i)	$	54,928
											(2,650,000	)(g)		500,000	(i)
											(39,211	)(g)		(21,772	)(i)
Trade receivables		159,465			—			150,094	(a)		(152	)(k)		—			309,407
Account receivable, net		—			151,797			(151,797	)(a)		—			—			—
Joint interest receivables		29,742			—			1,703	(a)		—			—			31,445
Income tax receivable		—			—			—			—			—			—
Inventory		—			5,840			(5,840	)(a)		—			—			—
Short-term derivative instruments		—			6,103			—			—			—			6,103
Debt issuance costs		—			7,246			—			(7,246	)(f)		—			—
Prepaid and other current assets		—			5,786			(5,786	)(a)		—			—			—
Other current assets		3,443			—			5,840	(a)		—			—			15,069
								5,786	(a)
Total current assets		488,588			207,534			—			(1,431,609	)		1,152,439			416,952
PROPERTY, PLANT AND EQUIPMENT
Oil and natural gas properties		5,359,857			—			11,417	(a)		(11,417	)(b)		—			9,622,351
								4,587,625	(a)		(4,587,625	)(b)
								—			4,154,742	(c)
								—			107,752	(d)
Unproved oil and natural gas properties		—			11,417			(11,417	)(a)		—			—			—
Proved oil and natural gas properties		—			4,587,625			(4,587,625	)(a)		—			—			—
Other property and equipment		—			93,303			(93,303	)(a)		—			—			—
Other		23,056			—			93,303	(a)		(11,355	)(j)		—			52,494
											(52,510	)(b)
Accumulated depreciation, depletion and impairment		—			(2,095,208	)		2,095,208	(a)		—			—			—
Accumulated depreciation, depletion and amortization		(2,783,748	)		—			(2,095,208	)(a)		2,095,208	(b)		—			(2,783,748	)
Total property, plant and equipment, net		2,599,165			2,597,137			—			1,694,795			—			6,891,097
OTHER ASSETS
Debt issuance cost		—			12,467			—			(12,467	)(f)		—			—
Long-term derivative instruments		—			4,078			—			—			—			4,078
Right of use lease assets		—			5,351			(5,351	)(a)		—			—			—
Other long-term assets		52,831			152			5,351	(a)		—			12,413	(i)		70,747
TOTAL ASSETS	$	3,140,584		$	2,826,719		$	—		$	250,719		$	1,164,852		$	7,382,874
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	173,062		$	14,417		$	124,732	(a)	$	(152	)(k)	$	—		$	312,059
Accrued liabilities		—			96,448			(96,448	)(a)		—			—			—
Revenues and royalties payable		—			124,732			(124,732	)(a)		—			—			—
Short-term derivative instruments		—			32,159			—			—			—			32,159
Asset retirement obligations		—			4,462			(4,462	)(a)		—			—			—
Current portion of long-term debt		—			42,707			—			(42,707	)(h)		—			—
Income tax payable		—			1,367			(1,367	)(a)		—			—			—
Other current liabilities		135,489			2,475			96,448	(a)		54,000	(e)		—			294,241
								1,367	(a)
								4,462	(a)
Total current liabilities		308,551			318,767			—			11,141			—			638,459
LONG-TERM LIABILITIES
Long-term debt, net		393,636			590,768			—			—			500,000	(i)		2,158,488
											9,232	(f)		674,211	(i)
											—			(9,359	)(i)
Long-term derivative instruments		—			824			—			—			—			824
Asset retirement obligations, net of current		189,293			126,974			—			(23,684	)(d)		—			292,583
Deferred tax liabilities		65,109			—			6,750	(a)		(6,750	)(l)		—			65,109
Deferred income tax		—			6,750			(6,750	)(a)		—			—			—
Operating lease liability		—			6,976			(6,976	)(a)		—			—			—
Other long-term liabilities		37,118			—			6,976	(a)		—			—			44,094
Total long-term liabilities		685,156			732,292			—			(21,202	)		1,164,852			2,561,098
EQUITY
Unit holder contributions		—			751,574			—			(751,574	)(b)		—			—
Class A Common Stock		24			—			—			8	(g)		—			32
Additional paid-in capital		1,971,371			—			—			2,129,643	(g)		—			4,061,803
											(39,211	)(g)
Treasury stock, at cost		(1,010,065	)		—			—			—			—			(1,010,065	)
Retained earnings		1,187,102			1,024,086			—			(1,001,891	)(b)		—			1,133,102
											(54,000	)(e)
											(7,246	)(f)
											(12,467	)(f)
											(9,232	)(f)
											6,750	(l)
Accumulated other comprehensive loss		(1,555	)		—			—			—			—			(1,555	)
Total equity		2,146,877			1,775,660			—			260,780			—			4,183,317
TOTAL LIABILITIES AND EQUITY	$	3,140,584		$	2,826,719		$	—		$	250,719		$	1,164,852		$	7,382,874

See Accompanying Notes to the Unaudited Pro Forma Condensed Financial Statements.

Magnolia Oil & Gas Operating, LLC

Unaudited Pro Forma Condensed Combined Statements of Operations

For the Six Months Ended June 30, 2026

							Transaction Accounting Adjustments
	Historical						Conforming and			WildFire			Debt			Pro Forma
	Magnolia			WildFire			Reclassifications			Acquisition			Financing			Combined
REVENUES
Oil revenues	$	631,088		$	583,535		$	—		$	—		$	—		$	1,214,623
Natural gas revenues		91,469			14,909			—			—			—			106,378
Natural gas liquids revenues		114,765			22,707			—			—			—			137,472
Other operating revenues		—			21,127			—			(6,108	)(g)		—			15,019
Total revenues		837,322			642,278			—			(6,108	)		—			1,473,492
OPERATING EXPENSES
Lease operating expense		96,160			62,127			—			—			—			158,287
Gathering, transportation and processing		35,410			195			—			—			—			35,605
Taxes other than income		39,144			43,731			—			—			—			82,875
Exploration expenses		1,955			488			(485	)(a)		—			—			1,958
Asset retirement obligations accretion		3,719			—			4,734	(a)		(1,461	)(b)		—			6,992
Depreciation, depletion and amortization		229,874			—			138,236	(a)		8,267	(b)		—			376,377
Depreciation, depletion, amortization and accretion		—			142,970			(142,970	)(a)		—			—			—
General and administrative expenses		60,595			14,298			—			—			—			74,893
Transaction costs		3,200			1,783						(4,983	)(f)					—
Other operating expenses		—			11,031			—			—			—			11,031
Total operating expenses		470,057			276,623			(485	)		1,823			—			748,018

OPERATING INCOME		367,265			365,655			485			(7,931	)		—			725,474

OTHERE EXPENSE
Interest expense, net		(12,724	)		(34,731	)		—			12,231	(h)		(23,597	)(c)		(76,777	)
														(16,252	)(c)
														(1,704	)(c)
Other income (expense), net		(415	)		619			(485	)(a)		—			—			(281	)
Gain (loss) on derivative instruments		—			(229,169	)		—			—			—			(229,169	)
Total other expense, net		(13,139	)		(263,281	)		(485	)		12,231			(41,553	)		(306,227	)

INCOME (LOSS) BEFORE INCOME TAXES		354,126			102,374			—			4,300			(41,553	)		419,247
Income tax expense (benefit)		71,514			285			—			903	(d)		(8,726	)(d)		63,976
NET INCOME (LOSS)		282,612			102,089			—			3,397			(32,827	)		355,271
Less: Net income attributable to noncontrolling interest		1,011			—			—			—			—			1,011
NET INCOME (LOSS) ATTRIBUTABLE TO CLASS A COMMON STOCK		281,601			102,089			—			3,397			(32,827	)		354,260

NET INCOME (LOSS) PER SHARE OF CLASS A COMMON STOCK
Basic	$	1.51											$	(0.21	)(e)	$	1.30
Diluted	$	1.51											$	(0.21	)(e)	$	1.30
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic		183,924												85,466	(e)		269,390
Diluted		183,936												85,466	(e)		269,402

See Accompanying Notes to the Unaudited Pro Forma Condensed Financial Statements.

Magnolia Oil & Gas Operating, LLC

Unaudited Pro Forma Condensed Combined Statements of Operations

For the Year Ended December 31, 2025

							Transaction Accounting Adjustments
	Historical						Conforming and			WildFire			Debt			Pro Forma
	Magnolia			WildFire			Reclassifications			Acquisition			Financing			Combined
REVENUES
Oil revenues	$	918,027		$	795,358		$	—		$	—		$	—		$	1,713,385
Natural gas revenues		190,252			30,018			—			—			—			220,270
Natural gas liquids revenues		203,566			39,564			—			—			—			243,130
Other operating revenues		—			33,187			—			(10,901	)(g)		—			22,286
Total revenues		1,311,845			898,127			—			(10,901	)		—			2,199,071
OPERATING EXPENSES
Lease operating expense		186,559			119,245			—			—			—			305,804
Gathering, transportation and processing		67,096			303			—			—			—			67,399
Taxes other than income		76,452			70,501			—			—			—			146,953
Exploration expenses		962			6,061			(1,986	)(a)		—			—			5,037
Asset retirement obligations accretion		6,800			—			8,331	(a)		(1,784	)(b)		—			13,347
Depreciation, depletion and amortization		437,757			—			267,032	(a)		1,474	(b)		—			706,263
Depreciation, depletion, amortization and accretion		—			275,363			(275,363	)(a)		—			—			—
General and administrative expenses		97,038			29,088			—			—			—			126,126
Transaction costs		—			102			—			57,200	(f)		—			57,302
Other operating expenses		—			15,506			—			—			—			15,506
Total operating expenses		872,664			516,169			(1,986	)		56,890			—			1,443,737

OPERATING INCOME		439,181			381,958			1,986			(67,791	)		—			755,334

OTHER INCOME (EXPENSE)
Interest expense, net		(21,617	)		(82,700	)		—			37,700	(h)		(47,195	)(c)		(149,682	)
														(32,505	)(c)
														(3,365	)(c)
Other income (expense), net		(153	)		287			(1,986	)(a)		—			—			(1,852	)
Gain on derivative instruments		—			166,816			—			—			—			166,816
Total other income (expense), net		(21,770	)		84,403			(1,986	)		37,700			(83,065	)		15,282

INCOME BEFORE INCOME TAXES		417,411			466,361			—			(30,091	)		(83,065	)		770,616
Income tax expense		80,132			3,959			—			(6,319	)(d)		(17,444	)(d)		60,328
NET INCOME		337,279			462,402			—			(23,772	)		(65,621	)		710,288
Less: Net income attributable to noncontrolling interest		12,027			—			—			—			—			12,027
NET INCOME ATTRIBUTABLE TO CLASS A COMMON STOCK		325,252			462,402			—			(23,772	)		(65,621	)		698,261

NET INCOME PER SHARE OF CLASS A COMMON STOCK
Basic	$	1.73											$	0.82	(e)	$	2.55
Diluted	$	1.73											$	0.82	(e)	$	2.55
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic		185,581												85,466	(e)		271,047
Diluted		185,593												85,466	(e)		271,059

See Accompanying Notes to the Unaudited Pro Forma Condensed Financial Statements.

Magnolia Oil & Gas Operating LLC

Notes to Unaudited Pro Forma Condensed Combined Financial Information

1.	Basis of Presentation

The accompanying unaudited pro forma condensed combined financial statements were prepared based on the historical consolidated financial statements of Magnolia and the historical consolidated financial statements of WildFire. The Transaction has been assumed to be accounted for as a business combination in accordance with ASC 805. The assets acquired and liabilities assumed are estimated at their respective fair values as of June 30, 2026. Any transaction costs were assumed to be expensed as incurred in accordance with ASC 805.

The Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 30, 2026 and the year ended December 31, 2025 were prepared assuming the Transaction occurred on January 1, 2025. The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026 was prepared as if the Transaction had occurred June 30, 2026. These pro forma adjustments are described in more detail in the accompanying notes to the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined financial information is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations or the consolidated financial position of Magnolia would have been had the Transaction occurred on the dates noted above, nor are they indicative of future consolidated results of operations or consolidated financial position. Future results may vary significantly from the results reflected in the unaudited pro forma condensed combined financial statement of operations. In Magnolia’s opinion, all adjustments that are necessary to present fairly the unaudited pro forma condensed combined financial information have been made.

2.	Consideration and Purchase Price Allocation

The preliminary allocation of the total purchase price is based upon management’s estimates of, and assumptions related to, the fair value of assets to be acquired and liabilities to be assumed as of June 30, 2026 using currently available information and market data. Because the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates and is therefore incomplete, the final purchase price allocation and the resulting effect on financial position and results of operations may differ significantly from the pro forma amounts included herein. The purchase price allocation will be finalized after closing has occurred, post-close adjustments are determined, and the final valuation of assets acquired and liabilities assumed has been completed.

The preliminary purchase price allocation is subject to change due to several factors, including but not limited to:

Changes in the value of shares of Class A Common Stock of Magnolia up to the close date, which could significantly change the preliminary amount of consideration transferred used in these unaudited pro forma condensed combined financial statements;

Changes to Magnolia’s assessment as to whether, under ASC 805, the Transaction represents a business combination or asset acquisition, along with changes in estimated direct transaction costs, which could significantly change the preliminary allocation of value to assets acquired and liabilities assumed in these unaudited pro forma condensed combined financial statements;

Changes in the identified oil and gas properties, specifically related to unevaluated properties not being depleted, which could significantly change the amount of pro forma depletion expense used in these unaudited pro forma condensed combined financial statements; and

Changes in the estimated fair value of assets acquired and liabilities assumed as of the closing date, which could result from changes in future oil and natural gas commodity prices, reserve estimates, interest rates, as well as other factors, which could significantly change the preliminary values assigned to the assets acquired in these unaudited pro forma condensed combined financial statements.

The estimated consideration transferred and the fair value of assets acquired and liabilities assumed by Magnolia, as of June 30, 2026, are as follows (in thousands, except shares):

Consideration:
Cash Consideration	$	2,650,000

Shares of Magnolia Class A Common Stock to be issued		32,203,000
Magnolia Class A Common Stock price at August 31, 2026	$	26.85
Common Stock consideration	$	864,651

Total consideration	$	3,514,651

Fair value of assets acquired:
Cash and cash equivalents	$	30,762
Trade receivables		149,942
Joint interest receivables		1,703
Derivative instruments		10,181
Other current assets		11,626
Oil and natural gas properties		4,262,494
Other		29,438
Other long-term assets		5,503
Amounts attributable to assets acquired	$	4,501,649

Fair value of liabilities assumed:
Accounts payable	$	138,997
Derivative instruments		32,983
Other current liabilities		100,290
Asset retirement obligations		107,752
Long-term debt, net		600,000
Other long-term liabilities		6,976
Amounts attributable to liabilities assumed	$	986,998

Total identifiable net assets	$	3,514,651

Magnolia believes that up to a 30 percent fluctuation in the market price of its Class A Common Stock is reasonably possible based upon historical price fluctuations. The following table shows the effect of changes in Magnolia’s Class A Common Stock price and the resulting impact on total consideration (in thousands):

Change in Price of Magnolia Common Shares	Magnolia Common Share Price		Estimated Total Consideration
Increase of 20%	$	32.22	$	3,687,581
Increase of 30%	$	34.91	$	3,774,046
Decrease of 20%	$	21.48	$	3,341,720
Decrease of 30%	$	18.80	$	3,255,255

The fair value measurements of assets acquired and liabilities assumed are based on inputs that are not observable in the market and therefore represent Level 3 inputs. The fair value of oil and gas properties and asset retirement obligations were measured using the discounted cash flow technique of valuation.

Significant unobservable inputs included future commodity prices adjusted for differentials, projections of estimated quantities of recoverable reserves, forecasted production based on decline curve analysis, estimated timing and amount of future operating and development costs, and a weighted average cost of capital.

3.	Adjustments to Unaudited Pro Forma Condensed Consolidated Balance Sheet and Unaudited Pro Forma Condensed Consolidated Statements of Operations

The unaudited pro forma condensed combined financial information has been compiled in a manner consistent with the accounting policies adopted by Magnolia. Actual results may differ materially from the assumptions and estimates contained herein.

The pro forma adjustments are based on currently available information and certain estimates and assumptions that Magnolia believes provide a reasonable basis for presenting the significant effects of the Transaction. General descriptions of the pro forma adjustments are provided below.

Unaudited Pro Forma Condensed Combined Balance Sheet

The following adjustments were made in the preparation of the Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026:

(a)

Adjustments necessary to reclassify various assets and liabilities to conform to the presentation of Magnolia.

Current assets: Reclassifications of (i) accounts receivable of $151.8 million to trade receivables of $150.1 million and joint interest receivables of $1.7 million, and (ii) $5.8 million of prepaid expenses and $5.8 million of inventory to other current assets.

Property, plant and equipment: Reclassification of (i) $11.4 million of unproved oil and gas properties and $4.6 billion of proved oil and gas properties to oil and natural gas properties, (ii) $2.1 billion of accumulated depreciation, depletion and impairment to accumulated depreciation, depletion and amortization, and (iii) $93.3 million of other property and equipment to other.

Long-term assets: Reclassification of $5.4 million of right of use lease assets to other long-term assets.

Current liabilities: Reclassification of $124.7 million of revenue and royalties payable to accounts payable, and reclassification of (i) $96.4 million of accrued liabilities, (ii) $4.5 million of asset retirement obligations and (iii) $1.4 million of income tax payable to other current liabilities.

Long-term liabilities: Reclassification of (i) $6.8 million of deferred income tax to deferred tax liabilities and (ii) $7.0 million of operating lease liability to other long-term liabilities.

(b)

Adjustments necessary to remove the historical book basis of proved oil and natural gas properties, unproved oil and natural gas properties, accumulated depreciation, depletion, and impairment, the gross value of WildFire’s pipeline that was included in the estimated fair value of oil and natural gas properties, fixed assets not assumed by Magnolia, as well as the historical book basis of unit holders’ equity of WildFire.

(c)

Adjustments necessary to reflect the estimated fair value of proved and unproved oil and natural gas properties. The fair value of proved oil and natural gas properties was estimated using a discounted cash flow approach and strip oil and natural gas prices as of August 31, 2026.

(d)

Adjustments necessary to reflect the estimated fair value of asset retirement obligations assumed as of June 30, 2026.

(e)

Adjustment necessary to reflect estimated direct costs for the acquisition of WildFire expected to be incurred subsequent to June 30, 2026. These estimated direct costs will be incurred during the latter part of 2026 and have been retrospectively reflected in the Unaudited Pro Forma Condensed Combined Balance Sheet as though incurred and payable at June 30, 2026.

(f)

The outstanding debt of WildFire includes $28.9 million of unamortized debt issuance costs, which will be written off by Magnolia and is shown as a charge against retained earnings.

(g)

Adjustment necessary to reflect the issuance to WildFire of 32,203,000 Class A Common Shares of Magnolia, based on the August 31, 2026 closing price of Magnolia of $26.85 per Common Share, or $864.7 million. In July 2026, the Company also received approximately $1.2 billion in net proceeds, after deducting approximately $39.2 million of underwriting discounts, commissions and offering expenses from a Class A Common Stock equity offering of 53,263,158 Common Shares at $23.75, as part of funding the acquisition. Total cash consideration payable to WildFire is $2.7 billion, reconciled as follows (in thousands).

Source	Amount
Cash on hand	$	271,772
Class A share equity offering		1,225,789
Borrowings under revolver		661,798
Issuance of 6.625% senior notes		490,641
Total cash consideration	$	2,650,000

(h)

Adjustment necessary to reflect previously recorded acquisition deferred payments of WildFire that will not be transferred over to the buyer as part of the transaction.

(i)

Adjustment necessary to reflect (i) the issuance of $500.0 million of 6.625% senior notes and (ii) $674.2 million draw on the Company’s revolver to help fund the acquisition. As part of the debt financing, the Company had debt issuance costs of $12.4 million and $9.4 million related to the revolver draw and the 6.625% senior notes, respectively.

(j)

Adjustment to reflect the estimated fair value of the sand mine acquired from WildFire.

(k)

Adjustment necessary to reflect the removal of sand accounts receivable on the books of WildFire as they relate to sand sales made to Magnolia.

(l)

Adjustment necessary to reflect deferred tax liabilities of WildFire that will not be transferred over to Magnolia as part of the transaction.

Unaudited Pro Forma Condensed Consolidated Statements of Operations

The following adjustments were made in the preparation of the Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 30, 2026 and the year ended December 31, 2025:

(a)

Adjustments necessary to reclassify various income and expenses to conform to the presentation of Magnolia.

June 30, 2026

Operating Expenses: Reclassification of $143.0 million of depreciation, depletion, amortization and accretion of which $4.7 million was reclassed to asset retirement obligation accretion and $138.2 million was reclassed to depreciation, depletion and amortization. Reclassification of $0.5 million loss on ARO plug and abandonment from exploration expenses to other income (expense), net.

December 31, 2025

Operating Expenses: Reclassification of $275.4 million of depreciation, depletion, amortization and accretion of which $8.3 million was reclassed to asset retirement obligation accretion and $267.0 million was reclassed to depreciation, depletion and amortization. Reclassification of $2.0 million loss on ARO plug and abandonment from exploration expenses to other income (expense), net.

(b)

Adjustments necessary to reflect depreciation, depletion, and amortization expense resulting from the change in basis of property and equipment acquired and accretion expense from new asset retirement obligations recognized as a result of the acquisition of WildFire. The depletion adjustment was calculated using the unit-of-production method under the successful efforts method of accounting.

(c)

Adjustment necessary to reflect (i) the addition of estimated interest expense in the period presented with respect to the revolver borrowings of $674.2 million and the new $500.0 million 6.625% Senior Notes, and (ii) the amortization of debt issuance costs associated with the revolver borrowing and the new 6.625% Senior Notes. The interest rate utilized on the revolver borrowings was 7.0% per annum. A one-eighth point change in interest rates as of June 30, 2026 would change variable rate interest expense by $0.4 million and $0.8 million, respectively, for the six months ended June 30, 2026 and year ended December 31, 2025.

(d)

Adjustment necessary to reflect estimated income taxes from the operations of WildFire. Income taxes were estimated by applying the statutory rate of 21.0% to the transaction accounting adjustments.

(e)

The following table reconciles historical and pro forma basic and diluted earnings per share for the period indicated:

	For the Six Months Ended June 30, 2026				For the Year Ended December 31, 2025
(in thousands, except per share data)	Historical		Pro Forma		Historical		Pro Forma
Basic:
Net income (loss) attributable to Class A Common Stock	$	281,601	$	354,260	$	325,252	$	698,261
Less: Dividends and net income allocated to participating securities		4,069		3,793		4,457		6,929
Net income (loss), net of participating securities	$	277,532	$	350,467	$	320,795	$	691,332
Weighted average number of common shares outstanding during the period - basic		183,924		269,390		185,581		271,047
Net income (loss) per share of Class A Common Stock - basic	$	1.51	$	1.30	$	1.73	$	2.55

Diluted:
Net income (loss) attributable to Class A Common Stock	$	281,601	$	354,260	$	325,252	$	698,261
Less: Dividends and net income allocated to participating securities		4,069		3,793		4,457		6,929
Net income (loss), net of participating securities	$	277,532	$	350,467	$	320,795	$	691,332
Weighted average number of common shares outstanding during the period - basic		183,924		269,390		185,581		271,047
Add: Dilutive effect stock based compensation and other		12		12		12		12
Weighted average number of common shares outstanding during the period - diluted		183,936		269,402		185,593		271,059
Net income (loss) per share of Class A Common Stock - diluted	$	1.51	$	1.30	$	1.73	$	2.55

(f)

Adjustment necessary to reflect estimated direct costs expected to be incurred subsequent to June 30, 2026 for the acquisition of WildFire. These estimated direct costs will be incurred during the latter part of 2026 and have been retrospectively reflected in the Unaudited Pro Forma Condensed Combined Statement of Operations as though incurred for the year ended December 31, 2025.

(g)

Adjustment necessary to eliminate WildFire sand sales made to Magnolia during the six months ended June 30, 2026 and year ended December 31, 2025 of $6.1 million and $10.9 million, respectively.

(h)

Adjustment necessary to reflect the removal of interest associated with WildFire’s revolver that was paid off by WildFire prior to closing.

4.	Supplemental Unaudited Pro Forma Combined Oil and Natural Gas Reserves and Standardized Measure Information

The following tables set forth information with respect to the historical and pro forma combined estimated oil and natural gas reserves as of December 31, 2025 for Magnolia and WildFire. The reserve information of Magnolia has been prepared by Miller and Lents, independent petroleum engineers. WildFire reserve information has been prepared by Netherland, Sewell & Associates, Inc., independent petroleum engineers. The following unaudited pro forma combined proved reserve information is not necessarily indicative of the results that might have occurred had the Transaction taken place on January 1, 2025, nor is it intended to be a projection of future results. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Periodic revisions or removals of estimated reserves and future cash flows may be necessary as a result of a number of factors, including reservoir performance, new drilling, crude oil and natural gas prices, changes in costs, technological advances, new geological or geophysical data, changes in business strategies, or other economic factors. Accordingly, proved reserve estimates may differ significantly from the quantities of crude oil and natural gas ultimately recovered. For both Magnolia and WildFire, the reserve estimates shown below were determined using the average first day of the month price for each of the preceding 12-months for oil and natural gas for the year ended December 31, 2025.

We anticipate WildFire’s total proved undeveloped reserves to be updated due to the timing associated with Magnolia’s current development plan, which will result in WildFire’s proved undeveloped reserves being reduced to reflect a one-year development plan. The combined company will re-evaluate WildFire’s reserves subsequent to the transaction.

ESTIMATED OIL AND NATURAL GAS RESERVES

	As of December 31, 2025
	Magnolia			WildFire			Pro Forma Combined
Natural Gas (Bcf)
Balance December 31, 2024		336.8			174.3			511.1
Revisions of previous estimates		46.0			(6.9	)		39.1
Purchases of reserves in place		5.9			0.2			6.1
Extensions		84.3			52.1			136.4
Production		(68.9	)		(14.3	)		(83.2	)
Balance December 31, 2025		404.1			205.4			609.5
Natural Gas Liquids (MMBbls)
Balance December 31, 2024		58.3			34.7			93.0
Revisions of previous estimates		0.1			(1.3	)		(1.2	)
Purchases of reserves in place		0.9			—			0.9
Extensions		14.1			9.7			23.8
Production		(10.4	)		(2.6	)		(13.0	)
Balance December 31, 2025		63.0			40.5			103.5
Crude Oil (MMBbls)
Balance December 31, 2024		77.2			190.9			268.1
Revisions of previous estimates		(0.9	)		(14.0	)		(14.9	)
Purchases of reserves in place		1.2			0.1			1.3
Extensions		16.8			31.8			48.6
Production		(14.5	)		(12.4	)		(26.9	)
Balance December 31, 2025		79.8			196.4			276.2
Total (MMboe)
Balance December 31, 2024		191.7			254.6			446.3
Revisions of previous estimates		6.9			(16.5	)		(9.6	)
Purchases of reserves in place		3.1			0.2			3.3
Extensions		44.9			50.3			95.2
Production		(36.4	)		(17.4	)		(53.8	)
Balance December 31, 2025		210.2			271.2			481.4

ESTIMATED OIL AND NATURAL GAS RESERVES

	As of December 31, 2025
	Magnolia		WildFire		Pro Forma Combined
Proved Developed Reserves:
Crude Oil (MMBbls)		64.6		100.3		164.9
Natural Gas (Bcf)		317.3		109.0		426.3
Natural Gas Liquids (MMBbls)		49.1		21.3		70.4
Total (MMboe)		166.6		139.8		306.4
Proved Undeveloped Reserves:
Crude Oil (MMBbls)		15.2		96.1		111.3
Natural Gas (Bcf)		86.8		96.4		183.2
Natural Gas Liquids (MMBbls)		13.9		19.2		33.1
Total (MMboe)		43.6		131.4		175.0

The following table presents the Standardized Measure of Discounted Future Net Cash Flows (as defined by FASB Accounting Standards Codification 932) relating to the proved crude oil and natural gas reserves of Magnolia and of WildFire on a pro forma combined basis as of December 31, 2025. The Pro Forma Combined Standardized Measure shown below represents estimates only and should not be construed as the market value of either Magnolia’s crude oil and natural gas reserves or the crude oil and natural gas reserves attributable to WildFire (in thousands).

STANDARDIZED MEASURE OF DISCOUNTED FUTURE CASH FLOWS

	As of December 31, 2025						Pro Forma
	Magnolia			WildFire			Combined
Future cash inflows	$	7,408,319		$	14,187,714		$	21,596,033
Future production costs		(2,632,470	)		(4,244,624	)		(6,877,094	)
Future development costs		(372,764	)		(2,040,812	)		(2,413,576	)
Future income tax expenses		(688,729	)		(74,486	)		(763,215	)
Future net cash flows		3,714,356			7,827,792			11,542,148
10% discount to reflect timing of cash flows		(1,195,826	)		(3,759,423	)		(4,955,249	)
Standardized measure of discounted future net cash flows	$	2,518,530		$	4,068,369		$	6,586,899

The reserve estimates presented above were derived from the historical reserve information of Magnolia and WildFire included in this registration statement. Future development timing, development expenditures, operating costs, reservoir performance as well as commodity prices will affect the reserve volumes attributable to the combined company, which will likely result in material revisions to total proved developed and undeveloped reserves. For example, we anticipate the WildFire’s total proved undeveloped reserves to be updated due to the timing associated with Magnolia’s current development plan, which will result in WildFire’s proved undeveloped reserves being reduced to reflect a one-year development plan. The combined company will re-evaluate these reserves subsequent to the transaction.

The following table sets forth the changes in the Standardized Measure of discounted future net cash flows attributable to estimated net proved crude oil and natural gas reserves of Magnolia and WildFire on a pro forma combined basis for the year ending December 31, 2025 (in thousands):

CHANGES IN STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS

	For the Year Ended December 31, 2025						Pro Forma
	Magnolia			WildFire			Combined
Standardized measure of discounted future net cash flows, beginning of period	$	2,581,807		$	4,619,717		$	7,201,524
Sales of oil, natural gas, and NGLs produced during the period, net of production costs		(981,738	)		(675,158	)		(1,656,896	)
Purchases of reserves in place		37,491			8,478			45,969
Extensions		692,547			568,645			1,261,192
Changes in estimated future development costs		(7,667	)		473,677			466,010
Net change in prices and production costs		(614,037	)		(959,978	)		(1,574,015	)
Previously estimated development costs incurred during the period		221,064			(186,202	)		34,862
Revisions in quantity estimates		129,520			(324,325	)		(194,805	)
Accretion of discount		307,682			466,101			773,783
Net change in income taxes		19,090			2,101			21,191
Net change in timing of production and other		132,771			75,313			208,084
Standardized measure of discounted future net cash flows, end of period	$	2,518,530		$	4,068,369		$	6,586,899