Form 4: Matador Resources EVP Acquires Shares, Settles PSUs

Matador Resources Co's EVP of Reservoir Engineering, William Thomas Elsener, acquired 3,480 shares from performance stock unit settlement and had 1,554 shares withheld for tax obligations.

Summary

• William Thomas Elsener, EVP, Reservoir Engineering at Matador Resources Co (MTDR), reported transactions on January 6, 2026.
• Acquired 3,480 shares of common stock at a price of $0 per share.
• These shares were received as settlement for performance stock units granted on February 16, 2023, which settled at 58% of the target based on the company's relative total shareholder return from January 1, 2023, to December 31, 2025.
• Disposed of 1,554 shares of common stock at a price of $41.41 per share.
• These shares were withheld by the Issuer to satisfy tax liability upon the net share settlement of the 2023 Performance Stock Grant; no shares were sold by the reporting person for this purpose.
• Following these transactions, Elsener beneficially owns 114,780 shares of common stock.
• Beneficial ownership also includes shares acquired via the Employee Stock Purchase Plan (exempt under Rule 16b-3) and 2,667 shares of restricted stock granted on February 16, 2023, vesting on the third anniversary of the grant date.

Sentiment

Score: 6

Explanation: The filing reports a routine insider transaction where an executive acquired shares through a performance-based compensation plan. While some shares were withheld for tax, this is a standard practice and not a personal sale. The acquisition of shares, even as compensation, generally indicates alignment of interests and is mildly positive.

Positives

• EVP William Thomas Elsener acquired 3,480 shares of common stock through the settlement of performance stock units, increasing his direct ownership.
• The performance stock units settled at 58% of target, indicating a positive, albeit not maximum, achievement against the relative total shareholder return metric over the three-year performance period.
• The disposition of shares was solely for tax withholding purposes, not a personal sale by the executive, which indicates continued holding intent.

Negatives

• 1,554 shares were disposed of to cover tax liabilities, resulting in a slight reduction in total beneficial ownership.

Future Outlook

The filing indicates that 2,667 shares of restricted stock granted on February 16, 2023, are scheduled to vest on the third anniversary of the grant date, which would be 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, specifically the settlement of performance-based equity awards and subsequent tax withholding. Such transactions are common across publicly traded companies, particularly in the energy sector, as a standard component of executive incentive plans designed to align management interests with shareholder returns.

Comparison to Industry Standards

• Not applicable. This filing reports a specific insider transaction, not company performance metrics that can be directly compared to industry benchmarks or competitors. The settlement of performance stock units at 58% of target is specific to Matador Resources' performance against its own defined metrics and peer group, which are not detailed in this filing.

Stakeholder Impact

• Shareholders: The EVP's increased beneficial ownership (net of tax withholding) aligns management interests with shareholder value. The settlement of performance units at 58% of target reflects the company's relative total shareholder return over the specified period.
• Employees: The filing highlights the company's use of performance stock units and restricted stock as part of its compensation structure, which can be a positive for employee retention and motivation.

Next Steps

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

Key Dates

Recommendation

This Form 4 details a routine, pre-scheduled executive compensation event involving the settlement of performance stock units and subsequent tax withholding. It does not provide new information regarding the company's operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. The transactions are expected and do not signal a significant shift in insider sentiment or company prospects.

Keywords

Matador Resources, MTDR, insider transaction, Form 4, stock acquisition, performance stock units, executive compensation, equity awards