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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
February 26, 2026
Matador Resources Company
(Exact name of registrant as specified in its
charter)
| Texas |
001-35410 |
27-4662601 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
| |
5400
LBJ Freeway, Suite 1500 |
|
|
| |
Dallas,
Texas |
75240 |
|
| |
(Address of principal executive
offices) |
(Zip Code) |
|
Registrant’s telephone number, including
area code: (972) 371-5200
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
|
MTDR |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
On February 26, 2026, Matador Resources Company
(the “Company”) issued a press release announcing its proposed offering (the “Notes Offering”) of $750 million
in aggregate principal amount of senior notes due 2034 (the “New Notes”). A copy of the press release announcing the Notes
Offering is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Also on February 26, 2026, the Company issued a
press release announcing the commencement of its cash tender offer (the “Tender Offer”) to purchase any and all of the $500
million outstanding aggregate principal amount of its 6.875% Senior Notes due 2028 (the “2028 Notes”), subject to certain
conditions, including the consummation of the Notes Offering. A copy of the press release announcing the Tender Offer is attached hereto
as Exhibit 99.2 and incorporated by reference herein.
This Current Report on Form 8-K is neither
an offer to sell nor a solicitation of an offer to buy any security, including the New Notes, nor a solicitation for an offer to purchase
any security, including the New Notes or the 2028 Notes, nor shall there be an offer, solicitation or sale in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description of Exhibit |
| 99.1 |
|
Press Release, dated February 26, 2026, announcing the Notes Offering. |
| 99.2 |
|
Press Release, dated February 26, 2026, announcing the Tender Offer. |
| 104 |
|
Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
MATADOR RESOURCES COMPANY |
| |
|
|
| Date: February 26, 2026 |
By: |
/s/ Bryan A. Erman |
| |
Name: |
Bryan A. Erman |
| |
Title: |
Co-President |
Exhibit 99.1
MATADOR
RESOURCES COMPANY ANNOUNCES OFFERING OF $750 MILLION OF SENIOR NOTES DUE 2034
DALLAS, Texas,
February 26, 2026 -- Matador Resources Company (NYSE: MTDR) (“Matador” or the “Company”) today announced
that, subject to market conditions, it intends to offer $750 million of senior unsecured notes due 2034 (the “New Notes”)
in a private placement to eligible purchasers. Matador intends to use the net proceeds from the offering (i) to repurchase any and all
of the $500 million outstanding aggregate principal amount of its 6.875% senior notes due 2028 (the “2028 Notes”) through
a cash tender offer (the “Tender Offer”), and to pay related premiums, fees and expenses in connection with the Tender Offer,
and (ii) to repay borrowings outstanding under Matador’s credit facility. To the extent any 2028 Notes remain outstanding after
the consummation of the Tender Offer, Matador intends to satisfy and discharge any remaining 2028 Notes in accordance with the terms of
the indenture governing the 2028 Notes. The Tender Offer is being made solely pursuant to the terms of an offer to purchase and related
notice of guaranteed delivery, each dated as of February 26, 2026.
The New Notes and related guarantees have not been registered under
the Securities Act of 1933, as amended (the “Securities Act”), or the applicable securities laws of any state or other jurisdiction
and may not be offered, transferred or sold in the United States absent registration or an applicable exemption from the registration
requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction. The New Notes may be resold
by the initial purchasers to persons they reasonably believe to be “qualified institutional buyers” pursuant to Rule 144A
and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. This press release is being issued
pursuant to Rule 135c under the Securities Act, does not constitute a notice of redemption or satisfaction and discharge under the indenture
governing the 2028 Notes and is neither an offer to sell nor a solicitation of an offer to buy any security, including the New Notes,
nor a solicitation for an offer to purchase any security, including the New Notes or the 2028 Notes, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
About Matador Resources Company
Matador is an independent energy company engaged in the exploration,
development, production and acquisition of oil and natural gas resources in the United States, with an emphasis on oil and natural gas
shale and other unconventional plays. Its current operations are focused primarily on the oil and liquids-rich portion of the Wolfcamp
and Bone Spring plays in the Delaware Basin in Southeast New Mexico and West Texas. Matador also has operations in the Haynesville shale
and Cotton Valley plays in Northwest Louisiana. Additionally, Matador conducts midstream operations in support of, and to provide flow
assurance for, its exploration, development and production operations and provides natural gas processing, oil transportation services,
oil, natural gas and produced water gathering services and produced water disposal services to third parties.
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. “Forward-looking statements” are statements related to future, not past, events.
Forward-looking statements are based on current expectations and include any statement that does not directly relate to a current or
historical fact. In this context, forward-looking statements often address expected future business and financial performance, and
often contain words such as “could,” “believe,” “would,” “anticipate,”
“intend,” “estimate,” “expect,” “may,” “should,” “continue,”
“plan,” “predict,” “potential,” “project,” “hypothetical,”
“forecasted” and similar expressions that are intended to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. Actual results and future events could differ materially from those
anticipated in such statements, and such forward-looking statements may not prove to be accurate. These forward-looking statements
involve certain risks and uncertainties, including, but not limited to, risks and uncertainties related to the capital markets
generally, whether the Company will offer the New Notes or consummate the offering, the anticipated terms of the New Notes and the
anticipated use of proceeds, including the repurchase of the 2028 Notes, as well as the following risks related to financial and
operational performance: general economic conditions, including the effects of inflation and interest rates; tariffs and trade
tensions; the Company’s ability to execute its business plan, including whether its drilling program is successful; changes in
oil, natural gas and natural gas liquids prices and the demand for oil, natural gas and natural gas liquids; its ability to replace
reserves and efficiently develop current reserves; the operating results of the Company’s midstream oil, natural gas and water
gathering and transportation systems, pipelines and facilities, the acquiring of third-party business and the drilling of any
additional salt water disposal wells; costs of operations; delays and other difficulties related to producing oil, natural gas and
natural gas liquids; or the construction, expansion or operation of the Company’s midstream assets; delays and other
difficulties related to regulatory and governmental approvals and restrictions; impact on the Company’s operations due to
seismic events; its ability to make acquisitions on economically acceptable terms; its ability to integrate acquisitions; disruption
from the Company’s acquisitions making it more difficult to maintain business and operational relationships; significant
transaction costs associated with the Company’s acquisitions; the risk of litigation and/or regulatory actions related to the
Company’s acquisitions; availability of sufficient capital to execute its business plan, including from future cash flows,
capital markets, available borrowing capacity under its credit facility and otherwise; the operating results of, and the
availability of any potential distributions from, our joint ventures; weather conditions, environmental conditions and natural
disasters; evolving cybersecurity risks; and the other factors that could cause actual results to differ materially from those
anticipated or implied in the forward-looking statements. For further discussions of risks and uncertainties, you should refer to
Matador’s filings with the Securities and Exchange Commission (“SEC”), including the “Risk Factors”
section of Matador’s most recent Annual Report on Form 10-K. Matador undertakes no obligation to update these forward-looking
statements to reflect events or circumstances occurring after the date of this press release, except as required by law, including
the securities laws of the United States and the rules and regulations of the SEC. You are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are
qualified in their entirety by this cautionary statement.
Contact Information
Mac Schmitz
Senior Vice President – Investor Relations
investors@matadorresources.com
(972) 371-5225
Exhibit 99.2
MATADOR RESOURCES COMPANY ANNOUNCES
CASH TENDER OFFER FOR ANY AND ALL OF ITS OUTSTANDING 6.875% SENIOR NOTES DUE 2028
DALLAS, Texas, February 26, 2026 -- Matador Resources
Company (NYSE: MTDR) (“Matador”) today announced that it has commenced a cash tender offer (the “Tender Offer”)
to purchase any and all of the $500 million outstanding aggregate principal amount of its 6.875% senior notes due 2028 (the “2028
Notes”) with a portion of the net proceeds from Matador’s concurrent private placement of $750 million in aggregate principal
amount of senior unsecured notes due 2034 (the “New Notes”), which was also announced today by Matador. The Tender Offer is
being made pursuant to an offer to purchase and related notice of guaranteed delivery, each dated as of February 26, 2026. The Tender
Offer will expire at 5:00 p.m., New York City time, on March 4, 2026 (as such time and date may be extended, the “expiration time”).
Tendered 2028 Notes may be withdrawn at any time before the expiration time.
Under the terms of the Tender Offer, holders of the
2028 Notes that are validly tendered and accepted at or prior to the expiration time, or holders who deliver to the depository and information
agent a properly completed and duly executed notice of guaranteed delivery and subsequently deliver such 2028 Notes, each in accordance
with the instructions described in the offer to purchase, will receive total cash consideration of $1,019.75 per $1,000 principal amount
of 2028 Notes, plus an amount equal to any accrued and unpaid interest up to, but not including, the settlement date, which is expected
to be March 5, 2026, subject to satisfaction of the Financing Condition described below.
The Tender Offer is contingent upon the satisfaction
of certain conditions, including the condition that Matador shall have raised at least $500 million in gross proceeds from the offering
of the New Notes on or prior to the settlement date (the “Financing Condition”). The Tender Offer is not conditioned on any
minimum amount of 2028 Notes being tendered. Matador may terminate, extend or amend the Tender Offer in its sole discretion and postpone
the acceptance for purchase of, and payment for, 2028 Notes tendered.
To the extent any 2028 Notes remain outstanding after
the consummation of the Tender Offer, Matador intends to satisfy and discharge any remaining 2028 Notes in accordance with the terms of
the indenture governing the 2028 Notes.
The Tender Offer is being made pursuant to the terms
and conditions contained in the offer to purchase and related notice of guaranteed delivery, each dated February 26, 2026, copies of which
may be requested from the information agent for the tender offer, Global Bondholder Services Corporation, at (212) 430-3774 (brokers and
banks) and (855) 654-2015 (all others; toll-free), by email at contact@gbsc-usa.com or via the following web address: http://www.gbsc-usa.com/Matador.
BofA Securities, Inc. will act as Dealer Manager for the Tender Offer. Questions regarding the Tender Offer may be directed to the Dealer
Manager at (980) 388-3646 (collect) and (888) 292-0070 (toll free), or by email at debt_advisory@bofa.com.
This press release is for informational purposes
only, does not constitute a notice of redemption or satisfaction and discharge under the indenture governing the 2028 Notes and is neither
an offer to sell nor a solicitation of an offer to buy any security, including the New Notes, nor a solicitation for an offer to purchase
any security, including the New Notes or the 2028 Notes, nor does it constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
About Matador Resources Company
Matador is an independent energy company engaged in the exploration,
development, production and acquisition of oil and natural gas resources in the United States, with an emphasis on oil and natural gas
shale and other unconventional plays. Its current operations are focused primarily on the oil and liquids-rich portion of the Wolfcamp
and Bone Spring plays in the Delaware Basin in Southeast New Mexico and West Texas. Matador also has operations in the Haynesville shale
and Cotton Valley plays in Northwest Louisiana. Additionally, Matador conducts midstream operations in support of, and to provide flow
assurance for, its exploration, development and production operations and provides natural gas processing, oil transportation services,
oil, natural gas and produced water gathering services and produced water disposal services to third parties.
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. “Forward-looking statements” are statements related to future, not past, events.
Forward-looking statements are based on current expectations and include any statement that does not directly relate to a current or
historical fact. In this context, forward-looking statements often address expected future business and financial performance, and
often contain words such as “could,” “believe,” “would,” “anticipate,”
“intend,” “estimate,” “expect,” “may,” “should,” “continue,”
“plan,” “predict,” “potential,” “project,” “hypothetical,”
“forecasted” and similar expressions that are intended to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. Actual results and future events could differ materially from those
anticipated in such statements, and such forward-looking statements may not prove to be accurate. These forward-looking statements
involve certain risks and uncertainties, including, but not limited to, risks and uncertainties related to the capital markets
generally, whether the Company will offer the New Notes or consummate the offering, the anticipated terms of the New Notes and the
anticipated use of proceeds, including the repurchase of the 2028 Notes, as well as the following risks related to financial and
operational performance: general economic conditions, including the effects of inflation and interest rates; tariffs and trade
tensions; the Company’s ability to execute its business plan, including whether its drilling program is successful; changes in
oil, natural gas and natural gas liquids prices and the demand for oil, natural gas and natural gas liquids; its ability to replace
reserves and efficiently develop current reserves; the operating results of the Company’s midstream oil, natural gas and water
gathering and transportation systems, pipelines and facilities, the acquiring of third-party business and the drilling of any
additional salt water disposal wells; costs of operations; delays and other difficulties related to producing oil, natural gas and
natural gas liquids; or the construction, expansion or operation of the Company’s midstream assets; delays and other
difficulties related to regulatory and governmental approvals and restrictions; impact on the Company’s operations due to
seismic events; its ability to make acquisitions on economically acceptable terms; its ability to integrate acquisitions; disruption
from the Company’s acquisitions making it more difficult to maintain business and operational relationships; significant
transaction costs associated with the Company’s acquisitions; the risk of litigation and/or regulatory actions related to the
Company’s acquisitions; availability of sufficient capital to execute its business plan, including from future cash flows,
capital markets, available borrowing capacity under its credit facility and otherwise; the operating results of, and the
availability of any potential distributions from, our joint ventures; weather conditions, environmental conditions and natural
disasters; evolving cybersecurity risks; and the other factors that could cause actual results to differ materially from those
anticipated or implied in the forward-looking statements. For further discussions of risks and uncertainties, you should refer to
Matador’s filings with the Securities and Exchange Commission (“SEC”), including the “Risk Factors”
section of Matador’s most recent Annual Report on Form 10-K . Matador undertakes no obligation to update these forward-looking
statements to reflect events or circumstances occurring after the date of this press release, except as required by law, including
the securities laws of the United States and the rules and regulations of the SEC. You are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are
qualified in their entirety by this cautionary statement.
Contact Information
Mac Schmitz
Senior Vice President – Investor Relations
investors@matadorresources.com
(972) 371-5225
