X0306 4 2019-02-25 0 0001698990 Magnolia Oil & Gas Corp MGY 0001613357 Stavros Christopher G C/O MAGNOLIA OIL & GAS CORPORATION NINE GREENWAY PLAZA, SUITE 1300 HOUSTON TX 77046 0 1 0 0 EVP, Chief Financial Officer Class A Common Stock 2019-02-25 4 A 0 79101 0.00 A 202601 D Class A Common Stock 2018-07-31 4 M 0 168750 A 371351 D Performance Share Units 2018-07-31 4 M 0 112500 0.00 A Class A Common Stock 168750 0 D Performance Share Units 2019-02-25 4 A 0 62448 0.00 A Class A Common Stock 62448 62448 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 Christopher G. Stavros an award of 62,448 RSUs (the "First Award") and an award of 16,653 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") previously reported in Table II of Mr. Stavros's Form 4 filed on August 2, 2018 (the "Prior Form 4"). These PSUs are no longer subject to performance vesting conditions; however, the PSUs remain subject to the time-based vesting conditions previously disclosed in the Prior Form 4. As such, the 112,500 PSUs initially granted now represent a contingent right to receive 168,750 shares of Class A Common Stock, subject to the officer's continued employment through the applicable vesting date. Reflects 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). Exhibit 24 - Power of Attorney Timothy D. Yang is signing on behalf of Christopher G. Stavros pursuant to the Power of Attorney dated February 27, 2019, filed herewith. /s/ Timothy D. Yang, as Attorney-in-Fact 2019-02-27