X0306 4 2019-02-25 0 0001698990 Magnolia Oil & Gas Corp MGY 0001757696 Millican Steve C/O MAGNOLIA OIL & GAS CORPORATION NINE GREENWAY PLAZA, SUITE 1300 HOUSTON TX 77046 0 1 0 0 SVP- Operations Class A Common Stock 2019-02-25 4 A 0 38634 0.00 A 176134 D Performance Share Units 2019-02-25 4 A 0 30183 0.00 A Class A Common Stock 30183 30183 D Reflects restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "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"). On February 25, 2019, the Company granted Steve Millican an award of 30,183 RSUs (the "First Award") and an award of 8,451 RSUs (the "Second Award"). The RSUs subject to the First Award will vest in three substantially equal installments on March 1, 2020, 2021 and 2022, and the RSUs subject to the Second Award will vest in full on March 15, 2020, in each case, subject to the officer's continued employment through the applicable vesting date. Reflects performance share units ("PSUs") granted under the Plan on February 25, 2019. Each PSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn between 0% and 150% of the target number of PSUs reported above, based on the Compensation Committee's certification of the relative total shareholder return of the Company measured against a peer group of companies for the performance period commencing January 1, 2019 and ending December 31, 2021, and subject to the officer's continued employment through the date of settlement of the PSUs (which will occur within 60 days following the conclusion of the performance period). Timothy D. Yang is signing on behalf of Steve Millican pursuant to the Power of Attorney dated October 29, 2018, which was previously filed with the Securities and Exchange Commission. /s/ Timothy D. Yang, as Attorney-in-Fact 2019-02-27