Form 4: Matador Resources COO Calvert Reports Stock Transactions

Matador Resources Co's EVP and COO, Christopher P. Calvert, reported the acquisition of 3,480 common shares from performance stock unit settlement and the disposition of 1,554 shares for tax withholding.

Summary

• Christopher P. Calvert, Executive Vice President and Chief Operating Officer of Matador Resources Co (MTDR), reported transactions involving the company's common stock.
• On January 6, 2026, Calvert acquired 3,480 shares of common stock, representing the settlement of performance stock units (PSUs) granted on February 16, 2023.
• The 2023 Performance Stock Grant settled at 58% of its target, based on the Issuer's relative total shareholder return over a three-year performance period from January 1, 2023, to December 31, 2025.
• Concurrently, 1,554 shares were disposed of on January 6, 2026, at a price of $41.41 per share, as shares were withheld by Matador Resources Co to satisfy tax liability upon the settlement of the 2023 Performance Stock Grant.
• No shares were sold by Calvert to satisfy this tax liability; it was a net share settlement.
• Following these transactions, Calvert directly beneficially owns 87,674 shares of common stock.
• Additionally, Calvert indirectly beneficially owns 40,000 shares held in his 401(k) account.
• The reported transactions were made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged trading plan.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive. While there's a disposition of shares, it's for tax purposes and not a direct sale. The acquisition stems from performance-based compensation, indicating executive alignment with company performance. The transaction is routine and pre-planned, suggesting stability rather than significant new news.

Positives

• The acquisition of 3,480 shares from performance stock unit settlement demonstrates executive compensation tied to company performance, aligning management interests with shareholders.
• The settlement of performance stock units at 58% of target indicates that the company met a significant portion of its performance goals over the three-year period.
• The transaction was conducted under a Rule 10b5-1(c) plan, which enhances transparency and reduces the risk of insider trading allegations.

Negatives

• The disposition of 1,554 shares, while for tax purposes and not a direct sale by the executive, reduces the executive's direct beneficial ownership.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the company's future performance or strategic direction. It primarily reports past executive compensation and ownership changes.

Industry Context

This Form 4 filing is a routine disclosure of executive stock transactions, common across all publicly traded companies. It reflects a standard practice of executive compensation through performance-based equity awards and subsequent tax-related share withholdings. It does not provide specific insights into broader industry trends or competitive positioning beyond the company's internal compensation structure.

Comparison to Industry Standards

• The use of Performance Stock Units (PSUs) tied to relative total shareholder return is a common executive compensation practice in the energy sector and broader industries, aligning executive incentives with long-term shareholder value.
• Net share settlement for tax liabilities upon equity award vesting is a standard and widely accepted method for executives to cover tax obligations without needing to sell shares on the open market, similar to practices at companies like ExxonMobil or Chevron for their executives.

Corporate Governance

Stakeholder Impact

• Shareholders: Provides transparency into executive compensation and ownership, showing that a significant portion of executive pay is tied to company performance and that the COO maintains a substantial stake in the company.
• Employees: Reflects the company's equity compensation structure, which may influence employee perception of compensation fairness and alignment.

Next Steps

• 2,667 shares of restricted stock granted on February 16, 2023, are scheduled to vest on the third anniversary of the grant date (February 16, 2026).
• 6,667 shares of restricted stock granted on February 14, 2024, are scheduled to vest in equal annual installments on the second and third anniversaries of the grant date (February 14, 2026, and February 14, 2027).

Key Dates

Recommendation

This Form 4 filing details routine, pre-planned executive stock transactions related to performance-based compensation and tax withholding. It does not introduce new fundamental information about Matador Resources Co's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The transactions are expected and reflect standard corporate governance and compensation practices, thus a 'hold' recommendation is appropriate as there's no new catalyst for significant price movement.

Keywords

Matador Resources, MTDR, Christopher P. Calvert, Insider Transaction, Form 4, Performance Stock Units, Executive Compensation, Stock Grant, Tax Withholding, Rule 10b5-1