Form 4: Matador CFO Reports Routine Stock & Phantom Unit Activity

Matador Resources CFO Robert T. Macalik reported tax-related share withholdings and new phantom unit grants, reflecting routine executive compensation.

Summary

• Robert T. Macalik, EVP, Chief Financial Officer of Matador Resources Co (MTDR), reported transactions involving common stock and phantom units.
• On February 14, 2026, 1,312 shares of common stock were withheld by the Issuer at a price of $47.80 to satisfy tax liabilities upon the vesting of 3,333 restricted shares granted on February 14, 2024.
• On February 16, 2026, 1,050 shares of common stock were withheld by the Issuer at a price of $47.80 to satisfy tax liabilities upon the vesting of 2,667 restricted shares granted on February 16, 2023.
• No shares were sold by Mr. Macalik to satisfy these tax liabilities; the shares were withheld by the Issuer.
• Following these transactions, Mr. Macalik directly beneficially owned 108,757 shares of common stock and indirectly owned 35,039 shares through his Individual Retirement Account.
• On February 14, 2026, 6,000 phantom units were settled for cash at $47.80 per unit, based on the closing price of common stock on February 13, 2026, as part of a partial vesting of an award granted on February 14, 2025.
• On February 17, 2026, Mr. Macalik acquired 27,000 new phantom units, which are the economic equivalent of one share of common stock and will vest in equal annual installments.
• After these derivative transactions, Mr. Macalik directly beneficially owned 12,000 phantom units from previous grants and 27,000 new phantom units.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, reflecting routine executive compensation and tax-related transactions rather than significant strategic or operational news.

Positives

• The CFO received a new grant of 27,000 phantom units, indicating continued long-term incentive alignment with the company's performance.
• Shares were withheld by the Issuer for tax liabilities rather than being sold by the reporting person, suggesting a preference to maintain equity exposure.
• Beneficial ownership includes shares acquired through the Employee Stock Purchase Plan, indicating ongoing employee investment in the company.

Negatives

• A total of 2,362 shares of common stock were withheld by the Issuer to cover tax liabilities, reducing the direct beneficial ownership of common stock.
• 6,000 phantom units were settled for cash, rather than converting to equity, which reduces the direct equity exposure from that specific award.

Risks

• Equity holdings are subject to market price fluctuations, which could impact the value of the CFO's beneficial ownership.
• Future tax liabilities upon vesting of restricted stock and phantom units will continue to result in share withholdings or cash settlements.

Future Outlook

The filing indicates future vesting events for restricted stock granted on February 14, 2024 (second and third anniversaries) and February 16, 2023 (third anniversary). The newly acquired 27,000 phantom units will also vest in equal annual installments from their grant date. These vesting schedules represent ongoing long-term incentive compensation for the CFO.

Management Comments

• No direct quotes from management are provided in this Form 4 filing.

Industry Context

StockSavvy.ai notes that these transactions are typical for executive compensation in the energy sector, where a mix of restricted stock and phantom units is often used to align management incentives with long-term shareholder value and manage tax implications. The use of net share settlement for tax liabilities is a common practice to avoid open market sales by executives.

Comparison to Industry Standards

• Not applicable. This Form 4 reports individual executive compensation transactions, which are not typically compared to global benchmarks or specific competitor projects in this format. The structure of compensation (restricted stock, phantom units) is standard across many industries, including energy, for executive incentives.

Stakeholder Impact

• Shareholders: The transactions represent routine executive compensation, aligning the CFO's interests with long-term shareholder value through equity and equity-equivalent holdings. Tax withholdings prevent open market sales that could exert downward pressure on the stock.
• Employees: The mention of the Employee Stock Purchase Plan (ESPP) indicates a broader program for employee equity participation.

Next Steps

• Continued vesting of 3,333 restricted shares granted on February 14, 2024, on their second and third anniversaries.
• Continued vesting of 2,667 restricted shares granted on February 16, 2023, on their third anniversary.
• Future vesting of the 27,000 newly acquired phantom units in equal annual installments.

Key Dates

Keywords

Matador Resources, MTDR, Form 4, Insider Transaction, Executive Compensation, Restricted Stock, Phantom Units, Share Withholding, CFO, Equity Ownership