Form 4: Matador Resources Co-President Reports Stock Transactions

Matador Resources Co-President Bryan A. Erman reported the acquisition of 3,480 shares from performance stock units and the disposition of 1,554 shares for tax withholding.

Summary

• Bryan A. Erman, Co-President, CLO & Head of M&A at Matador Resources Co, reported changes in his beneficial ownership of common stock.
• On January 6, 2026, Erman acquired 3,480 shares of common stock at a price of $0. These shares were received in settlement of performance stock units granted on February 16, 2023, which settled at 58% of target based on the Issuer's relative total shareholder return over a three-year period from January 1, 2023, to December 31, 2025.
• Concurrently, on January 6, 2026, Erman disposed of 1,554 shares of common stock at a price of $41.41. These shares were withheld by Matador Resources Co to satisfy tax liability upon the settlement of the 2023 Performance Stock Grant, with no shares sold by Erman personally for this purpose.
• Following these transactions, Erman beneficially owns 79,616 shares directly, 2,400 shares indirectly through an Individual Retirement Account, and 4,250 shares indirectly through a 401(k) account, totaling 86,266 shares.
• The direct ownership includes 2,667 shares of restricted stock granted on February 16, 2023, vesting on the third anniversary of the grant date, and shares acquired through the Employee Stock Purchase Plan.

Sentiment

Score: 6

Explanation: The filing indicates a routine executive compensation event. The settlement of performance units, even at 58% of target, is a positive for the executive and shows some level of performance achievement. The disposition for tax purposes is neutral, as it's not a discretionary sale. The executive maintains significant ownership, which is generally viewed favorably.

Positives

• The Co-President acquired 3,480 shares of common stock through the settlement of performance stock units, indicating successful achievement of performance targets (58% of target).
• The shares disposed of were solely for tax withholding purposes, not a personal sale by the insider, which can be viewed positively as it doesn't signal a lack of confidence.
• The executive continues to hold a significant number of shares (86,266 total), aligning his interests with shareholders.

Negatives

• A portion of the performance stock units (42%) did not vest, as the settlement was at 58% of target, suggesting the company's relative total shareholder return did not fully meet the highest performance thresholds.
• The disposition of 1,554 shares, even for tax purposes, reduces the direct beneficial ownership.

Future Outlook

The remaining 2,667 shares of restricted stock granted on February 16, 2023, are scheduled to vest on the third anniversary of the grant date, which is February 16, 2026.

Management Comments

• "Represents shares received in settlement of performance stock units granted to the reporting person on February 16, 2023 (the '2023 Performance Stock Grant'), which settled at 58% of target based upon the Issuer's relative total shareholder return over a three-year performance period from January 1, 2023 to December 31, 2025."
• "Represents shares withheld by the Issuer in connection with the reporting person's net share settlement to satisfy tax liability upon settlement of the 2023 Performance Stock Grant. No shares were sold by the reporting person to satisfy this tax liability."

Industry Context

This Form 4 filing details a routine insider transaction related to executive compensation, common across all industries, particularly for publicly traded companies. It reflects the standard practice of settling performance-based equity awards and withholding shares for tax obligations.

Stakeholder Impact

• Shareholders: The filing shows an executive's compensation structure and continued significant ownership, which can align management interests with shareholder value. The settlement at 58% of target for performance units provides insight into the company's relative performance over the specified period.
• Employees: The mention of the Employee Stock Purchase Plan (ESPP) indicates a broader employee equity program, which can be a positive for employee retention and engagement.

Next Steps

• Vesting of 2,667 restricted stock shares on February 16, 2026.

Key Dates

Keywords

Matador Resources Co, MTDR, Bryan A. Erman, insider transaction, Form 4, beneficial ownership, performance stock units, executive compensation, stock grant, tax withholding, common stock