Form 4: Matador Resources EVP Stetson's Stock Grant Settlement

Matador Resources EVP Glenn Stetson acquired shares from a performance grant and had shares withheld for tax obligations, resulting in a net decrease in his beneficial ownership from the reported transactions.

Summary

• Glenn W. Stetson, EVP-Production of Matador Resources Co (MTDR), reported transactions involving company common stock.
• On January 6, 2026, Stetson acquired 3,480 shares of common stock at a price of $0.
• These shares were received as settlement for 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 performance period from January 1, 2023, to December 31, 2025.
• Concurrently, 1,485 shares were disposed of (withheld by the Issuer) at $41.41 per share to satisfy tax liability upon the settlement of the 2023 Performance Stock Grant.
• No shares were sold by Stetson personally to cover this tax liability.
• Following these transactions, Stetson's direct beneficial ownership of common stock is 96,832 shares.
• This total includes shares acquired pursuant to the Issuer's Employee Stock Purchase Plan, 2,667 restricted stock shares granted on February 16, 2023 (vesting on the third anniversary), and 6,667 restricted stock shares granted on February 14, 2024 (vesting in equal annual installments on the second and third anniversaries).

Sentiment

Score: 6

Explanation: Slightly positive. While the performance units settled at 58% of target, indicating not full achievement, the executive did not sell shares to cover tax, which can be viewed favorably. It's a routine compensation event.

Positives

• Settlement of performance stock units indicates that the company met at least 58% of its relative total shareholder return target over the performance period.
• The executive did not sell any shares to cover tax liabilities; instead, shares were withheld by the issuer, which can be seen as a sign of continued confidence in the company.

Negatives

• The performance stock units settled at 58% of target, indicating that the company did not fully achieve its maximum performance goals for the grant.
• The reported transactions resulted in a net decrease in the executive's beneficial ownership from 98,317 shares to 96,832 shares.

Future Outlook

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

Industry Context

This filing reflects a common practice in executive compensation where performance-based equity awards are granted and settled based on pre-defined metrics, and shares are often withheld to cover tax obligations upon vesting or settlement. This aligns with typical compensation structures in the energy sector and publicly traded companies generally.

Stakeholder Impact

• Shareholders: Minor, routine impact. The settlement of performance units and tax withholding are part of the established executive compensation framework. The 58% settlement rate provides insight into past performance relative to targets.
• Employees: No direct impact mentioned beyond the reporting person's compensation.
• Management: The EVP's compensation structure is transparently disclosed.

Next Steps

• Vesting of 2,667 restricted stock shares on February 16, 2026.
• First installment vesting of 6,667 restricted stock shares on February 14, 2026.
• Second installment vesting of 6,667 restricted stock shares on February 14, 2027.

Key Dates

Keywords

Matador Resources, MTDR, Form 4, insider transaction, executive compensation, performance stock units, restricted stock, stock grant, tax withholding, beneficial ownership