false
0001520006
0001520006
2025-12-09
2025-12-09
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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)
December 9, 2025
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. ¨
| Item 1.01 |
Entry Into a Material Definitive Agreement. |
On December 9, 2025, MRC Energy Company (“MRC
Energy”), a wholly-owned subsidiary of Matador Resources Company (“Matador”), entered into a Seventh Amendment to Fourth
Amended and Restated Credit Agreement (the “Amendment”), which amended Matador’s existing secured revolving credit facility
(the “Credit Agreement”) to, among other things: (i) remove the 0.10% per annum credit spread adjustment that was previously
included in the calculation of the Adjusted Daily Simple SOFR and Adjusted Term SOFR Rate (each as defined in the Credit Agreement) applicable
to all interest periods under the Credit Agreement, (ii) reaffirm the borrowing base at $3.25 billion and (iii) maintain the
elected borrowing commitments at $2.25 billion. This reaffirmation of the borrowing base pursuant to the Amendment constituted the regularly
scheduled November 1 redetermination.
The foregoing description of the Amendment does
not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is filed
as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosures under
Item 1.01 of this Current Report are also responsive to Item 2.03 of this Current Report and are incorporated herein by reference.
| Item 7.01 |
Regulation FD Disclosure. |
On December 11, 2025, Matador issued a press
release (the “Press Release”) announcing the Amendment. A copy of the Press Release is attached hereto as Exhibit 99.1
and incorporated into this Item 7.01 by reference.
The information furnished pursuant to this Item
7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless
specifically identified therein as being incorporated therein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description
of Exhibit |
| 10.1 |
|
Seventh
Amendment to Fourth Amended and Restated Credit Agreement, dated as of December 9, 2025, by and among MRC Energy Company, as
Borrower, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent for the Lenders. |
| 99.1 |
|
Press
Release, dated December 11, 2025. |
| 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: December 11, 2025 |
By: |
/s/ Bryan A. Erman |
| |
Name: |
Bryan A. Erman |
| |
Title: |
Co-President |