X0306 4 2018-07-31 0 0001698990 Magnolia Oil & Gas Corp MGY 0001748399 Chase Valerie C/O MAGNOLIA OIL & GAS CORPORATION 1001 FANNIN STREET, SUITE 400 HOUSTON TX 77002 0 1 0 0 VP - CAO & Controller Class A Common Stock 2018-07-31 4 A 0 11000 0.00 A 11000 D Performance Share Units ("PSUs") 2018-07-31 4 A 0 11000 0.00 A Class A Common Stock 11000 11000 D Represents restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan. Each RSU represents a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"). The Company has approved the grant of RSUs immediately following the effectiveness of the Company's Form S-8 registering shares of Class A Common Stock under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Form S-8 Effective Date"). The RSUs will vest in three equal annual installments beginning on August 1, 2019. Each PSU represents a contingent right to receive 1.5 shares of Class A Common Stock. The Company has approved the grant of PSUs immediately following the Form S-8 Effective Date. Subject to the grantee's continued employment through July 31, 2021 (the "Vesting Date"), the PSUs will vest as follows: (a) 50% of the PSUs will vest on the Vesting Date if for 10 days within any period of 20 consecutive trading days from August 1, 2018 to July 31, 2021 (the "Performance Period") the closing price of Class A Common Stock (the "Closing Price") is equal to or greater than $12.00 (the "Threshold Level"), (b) 100% of the PSUs will vest on the Vesting Date if for 15 days within any period of 20 consecutive trading days during the Performance Period the Closing Price is equal to or greater than $13.00 (the "Target Level") and (c) 150% of the PSUs will vest on the Vesting Date if for 20 consecutive trading days during the Performance Period the Closing Price is equal to or greater than $14.00 (the "Maximum Level"). (Continued from footnote 3) If the Closing Price is between the Threshold Level and Target Level or the Target Level and Maximum Level for 10 days or 15 days, respectively, during any period of 20 consecutive trading days during the Performance Period the percent of PSUs that will vest will be determined using linear interpolation. Joan M. Gallagher is signing on behalf Ms. Chase pursuant to the Power of Attorney dated July 31, 2018, which was previously filed with the Securities and Exchange Commission. /s/ Joan M. Gallagher, as Attorney-in-Fact 2018-08-02