[8-K] MATADOR RESOURCES COMPANY Reports Material Event

Rhea-AI Filing Summary

Cencora, Inc. (COR) – Form 4 filing: President & CEO Robert P. Mauch exercised 3,225 stock options at an $86.09 strike price and concurrently sold 4,968 common shares on 07/18/25 under a Rule 10b5-1 trading plan. The sale was executed at an average $294.11, generating about $1.46 million in gross proceeds.

After the paired exercise-and-sale, Mauch’s direct share ownership fell from 44,094 to 42,351 shares, a net reduction of 1,743 shares (≈4%). He continues to hold 25,802 fully vested options. No operational metrics, guidance, or other corporate developments are disclosed; the filing strictly documents routine insider transactions.

Positive

• None.

Negative

• CEO reduced direct share ownership by 4%, selling 4,968 shares worth roughly $1.46 million.

Insights

Securities Analyst

TL;DR: Minor net sale (≈4% stake) by CEO; routine 10b5-1 plan, limited strategic signal, neutral share-price impact expected.

The option exercise at $86.09 and immediate sale at $294.11 is a typical liquidity move, capturing a $208 per-share spread. Because the CEO still retains over 42k shares and 25.8k options, the transaction does not materially alter alignment with shareholders. Volume sold equals roughly one day’s average trading volume, so market impact should be negligible. I view the disclosure as neutral for valuation.

Corporate Governance Expert

TL;DR: Slight negative optics from share reduction, but 10b5-1 plan mitigates concern; governance risk remains low.

Executives selling stock can raise red flags, yet the pre-scheduled plan and modest size reduce interpretive risk. The CEO’s remaining stake preserves incentive alignment. No pattern of continuous disposals is evident. Therefore, the filing has low governance impact, though some investors may view any C-suite selling as marginally bearish.

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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) July 22, 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			75240
Dallas,			Texas
(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 2.02 Results of Operations and Financial Condition.

Attached hereto as Exhibit 99.1 is a press release (the “Press Release”) issued by Matador Resources Company (the “Company”) on July 22, 2025, announcing its financial results for the three months ended June 30, 2025 and updating full year 2025 guidance. The Press Release is incorporated by reference into this Item 2.02, and the foregoing description of the Press Release is qualified in its entirety by reference to this exhibit.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), unless specifically identified therein as being incorporated therein by reference.

In the Press Release, the Company has included certain “non-GAAP financial measures,” as defined in Item 10 of Regulation S-K of the Exchange Act, including (i) earnings before interest expense, income taxes, depletion, depreciation and amortization, accretion of asset retirement obligations, property impairments, unrealized derivative gains and losses, non-recurring transaction costs for certain acquisitions, certain other non-cash items and non-cash stock-based compensation expense, and net gain or loss on asset sales and impairment (“Adjusted EBITDA”) attributable to Matador Resources Company shareholders, (ii) Adjusted EBITDA of San Mateo Midstream, LLC, the Company’s midstream affiliate (“San Mateo”), (iii) adjusted net income attributable to Matador Resources Company shareholders, (iv) adjusted earnings per diluted common share attributable to Matador Resources Company shareholders and (v) adjusted free cash flow of both the Company and San Mateo. In the Press Release, the Company has provided reconciliations of the non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with generally-accepted accounting principles (“GAAP”) in the United States. In addition, in the Press Release, the Company has provided the reasons why the Company believes such non-GAAP financial measures provide useful information to investors.

Item 7.01 Regulation FD Disclosure.

Item 2.02 above is incorporated herein by reference.

In connection with the Press Release, the Company released a presentation summarizing the highlights of the Press Release (the “Presentation”). The Presentation is available on the Company’s website, www.matadorresources.com, on the Events and Presentations page under the Investor Relations tab.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act and will not be incorporated by reference into any filing under the Securities Act unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description of Exhibit
99.1						Press Release, dated July 22, 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: July 22, 2025

By:

/s/ Bryan A. Erman

Name:

Bryan A. Erman

Title:

Co-President

FAQ

How many Cencora (COR) shares did the CEO sell?

Robert P. Mauch sold 4,968 shares on 07/18/25 at an average $294.11.

What was the value of the insider sale at Cencora?

Gross proceeds were approximately $1.46 million (4,968 × $294.11).

Did the CEO of COR buy any shares in the same filing?

Yes, he exercised 3,225 stock options at $86.09 before the sale.

How many Cencora shares does the CEO now own?

Post-transaction, Mauch directly owns 42,351 common shares.

Are the transactions under a Rule 10b5-1 plan?

Yes, the sale was executed pursuant to a 10b5-1 plan adopted on 11/15/24.