Magnolia Oil & Gas CorporationUp to 32,203,000 Shares of Class A Common Stock by the Selling Stockholders

This prospectus relates to the offer and sale, from time to time, in one or more offerings, by the selling stockholders (including their donees, pledgees, transferees or other successors-in-interest) named herein (the "Selling Stockholders") of up to an aggregate of 32,203,000 shares of our Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), currently owned by the Selling Stockholders, which shares are subject to any appropriate adjustment as a result of any stock dividend or stock split, or in connection with a combination of shares, and any security into which such shares of Class A Common Stock shall have been converted or exchanged in connection with a recapitalization, reorganization, merger or consolidation. We are not selling any shares of common stock under this prospectus, and we will not receive any proceeds from the sale of our common stock by the Selling Stockholders. See "Selling Stockholders." The Selling Stockholders may offer and sell shares of Class A Common Stock from time to time and in amounts, at prices and on terms that will be determined at the time of the offering.