Form 4: Matador Resources CEO Joseph Foran Reports Share Transactions Following Performance Stock Unit Settlement

Matador Resources CEO Joseph Foran acquired shares from performance stock unit settlement and had shares withheld for tax obligations, while also reporting holdings through various trusts.

Summary

• Joseph Foran, CEO of Matador Resources, reported transactions involving the company's common stock on January 7, 2025.
• He acquired 59,420 shares as part of a performance stock unit settlement, which vested at 172% of the target based on the company's total shareholder return from January 1, 2022, to December 31, 2024.
• Additionally, 23,539 shares were withheld by the company to cover tax liabilities related to the settlement, with no shares sold by Mr. Foran.
• Mr. Foran also reported holdings of Matador Resources stock through various trusts, including family trusts and grantor retained annuity trusts (GRATs).
• The report includes a disclaimer of beneficial ownership for shares held in trusts, except for his pecuniary interest.

Sentiment

Score: 7

Explanation: The document reflects a positive outcome for the CEO due to the high vesting percentage of performance stock units, but the tax withholding is a neutral factor. The disclaimer of beneficial ownership adds a layer of complexity but is not inherently negative.

Positives

• The performance stock units vested at 172% of target, indicating strong company performance over the three-year period.
• The settlement of performance stock units resulted in the acquisition of a significant number of shares by the CEO.

Negatives

• A significant number of shares, 23,539, were withheld to cover tax liabilities, reducing the net gain from the performance stock unit settlement.

Risks

• The report includes a disclaimer of beneficial ownership for shares held in trusts, which could indicate complex ownership structures.
• Tax liabilities associated with stock settlements can impact the net benefit to the individual.

Management Comments

• The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of these shares.
• The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

Industry Context

This filing is a routine disclosure of insider transactions, which is common in the oil and gas industry where equity compensation is a significant part of executive pay. The vesting of performance stock units is tied to company performance, which is a standard practice to align management interests with shareholder value.

Comparison to Industry Standards

• The use of performance stock units is a common practice in the oil and gas industry, with companies like EOG Resources and Pioneer Natural Resources also using similar compensation structures.
• The vesting of performance stock units at 172% of target suggests strong performance relative to the goals set by the company, which is a positive indicator compared to industry averages.
• The tax withholding of shares is a standard procedure, and the amount withheld is dependent on the individual's tax situation and the company's policies.

Stakeholder Impact

• Shareholders may view the vesting of performance stock units at 172% as a positive sign of company performance.
• The tax withholding of shares has no direct impact on other stakeholders.

Key Dates

Keywords

Matador Resources, Joseph Foran, Performance Stock Units, Share Transactions, Beneficial Ownership, Trusts, GRATs, Tax Withholding, SEC Form 4