Form 4: Matador Resources EVP Stetson Reports Equity Transactions

Matador Resources Co's EVP-Production, Glenn W. Stetson, reported multiple equity transactions including restricted stock vesting, tax withholdings, and new phantom unit grants.

Summary

• Glenn W. Stetson, EVP-Production at Matador Resources Co (MTDR), reported several transactions involving company equity.
• On February 14, 2026, 1,312 shares of common stock were withheld by the Issuer at $47.80 per share to cover tax liabilities from the vesting of 3,333 restricted shares granted on February 14, 2024.
• On February 16, 2026, an additional 1,050 shares of common stock were withheld by the Issuer at $47.80 per share for tax liabilities related to the vesting of 2,667 restricted shares granted on February 16, 2023.
• No shares were sold by Mr. Stetson to satisfy these tax liabilities.
• On February 14, 2026, 6,000 phantom units, granted on February 14, 2025, vested and were settled for cash at $47.80 per unit.
• On February 17, 2026, Mr. Stetson was granted 27,000 new phantom units, which will vest in equal annual installments over three years.
• Following these transactions, Mr. Stetson beneficially owns 94,470 shares of common stock and 27,000 phantom units.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively as it reflects routine executive compensation activities, including a significant new equity grant, and indicates the executive's continued commitment to holding company stock by not selling shares to cover tax liabilities.

Positives

• The reporting person did not sell any shares to cover tax liabilities, indicating a continued long-term holding strategy for direct equity.
• A significant grant of 27,000 new phantom units suggests continued alignment of executive incentives with shareholder value creation.

Negatives

• The settlement of 6,000 phantom units for cash, rather than conversion to common stock, represents a reduction in direct equity exposure from that specific award.

Risks

• Future share price fluctuations could impact the value of the remaining beneficially owned shares and phantom units.
• The vesting schedules of restricted stock and phantom units create future potential for further tax-related share withholdings or cash settlements.

Future Outlook

The filing indicates future vesting events for existing restricted stock and newly granted phantom units, which will occur in equal annual installments over the next one to three years, aligning executive incentives with long-term company performance.

Industry Context

StockSavvy.ai notes that executive equity compensation, including restricted stock and phantom units, is a standard practice in the energy sector, aligning management interests with shareholder returns. The continued granting of such awards to key executives like an EVP of Production suggests a commitment to retaining talent and incentivizing performance in a volatile commodity market. The decision to settle phantom units for cash while retaining direct stock holdings for tax purposes is a common strategy for executives managing their personal liquidity and tax obligations.

Comparison to Industry Standards

• Executive compensation structures in the oil and gas industry, particularly for exploration and production companies like Matador Resources, frequently include a mix of base salary, cash bonuses, and long-term equity incentives such as restricted stock and phantom units.
• For example, executives at peers like Pioneer Natural Resources or EOG Resources often receive similar equity awards designed to vest over multiple years.
• The practice of net share settlement for tax withholding is a standard mechanism across industries to manage tax liabilities without requiring executives to sell shares on the open market, thereby minimizing market impact and signaling continued confidence.
• The grant of 27,000 phantom units is a substantial award, comparable to grants seen for senior executives in similar-sized E&P companies, reflecting the executive's role and performance expectations.

Stakeholder Impact

• Shareholders: The transactions demonstrate ongoing executive equity ownership and incentive alignment. The new grant of phantom units ties executive performance to future stock price movements. The absence of open market sales for tax purposes can be viewed favorably.
• Employees: The filing highlights the company's use of equity compensation, which can be a positive for employee retention and motivation, especially for senior executives.

Next Steps

• Remaining restricted stock from the February 14, 2024 grant will vest in equal annual installments on its second and third anniversaries.
• The 27,000 newly granted phantom units will vest in equal annual installments on the first, second, and third anniversaries of the grant date (February 17, 2026).

Key Dates

Recommendation

The filing details routine executive compensation activities, including the vesting of restricted stock, tax withholdings, and a new grant of phantom units. While the executive did not sell shares to cover tax liabilities, which is a positive signal, these transactions do not provide new fundamental information about Matador Resources' operational or financial performance that would warrant a change in investment recommendation. The activity is consistent with an executive's ongoing compensation structure.

Keywords

Matador Resources, MTDR, Glenn W. Stetson, Insider Trading, Form 4, Restricted Stock, Phantom Units, Equity Compensation, Executive Compensation, Share Withholding