X0306 4 2019-02-25 0 0001698990 Magnolia Oil & Gas Corp MGY 0001627951 Yang Timothy D. C/O MAGNOLIA OIL & GAS CORPORATION NINE GREENWAY PLAZA, SUITE 1300 HOUSTON TX 77046 0 1 0 0 See Remarks Class A Common Stock 2019-02-25 4 A 0 68818 0.00 A 338818 D Performance Share Units 2019-02-25 4 A 0 54330 0.00 A Class A Common Stock 54330 54330 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 Timothy D. Yang an award of 54,330 RSUs (the "First Award") and an award of 14,488 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). EVP, General Counsel & Corporate Secretary /s/ Timothy D. Yang 2019-02-27