Matador Resources (MTDR) EVP Elsener logs 3,480-share grant and 1,554 withheld

Rhea-AI Filing Summary

Matador Resources Company executive William Thomas Elsener, EVP, Reservoir Engineering, reported equity award activity in company stock. On January 6, 2026, he received 3,480 shares of common stock at a price of $0, settling performance stock units granted on February 16, 2023. Those units vested at 58% of target based on the company’s relative total shareholder return over the period from January 1, 2023 to December 31, 2025.

On the same date, 1,554 shares were withheld at $41.41 per share to satisfy tax obligations tied to that settlement, and the footnotes state that no shares were sold by Elsener to cover these taxes. Following these transactions, he directly holds 114,780 shares of Matador Resources common stock, which include shares from the Employee Stock Purchase Plan and 2,667 restricted shares that vest on the third anniversary of the February 16, 2023 grant.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Elsener William Thomas

(Last) (First) (Middle)

5400 LBJ FREEWAY

SUITE 1500

(Street)

DALLAS TX 75240

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Matador Resources Co [ MTDR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Reservoir Engineering

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/06/2026		A		3,480(1)	A	$0	116,334(2)(3)	D
Common Stock	01/06/2026		F		1,554(4)	D	$41.41	114,780(2)(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares received in settlement of performance stock units granted to the reporting person on February 16, 2023 (the "2023 Performance Stock Grant"), which settled at 58% of target based upon the Issuer's relative total shareholder return over a three-year performance period from January 1, 2023 to December 31, 2025.

2. Includes shares acquired pursuant to the Issuer's Employee Stock Purchase Plan. Such acquisitions are exempt under Rule 16b-3.

3. Includes 2,667 shares of restricted stock granted to the reporting person on February 16, 2023 that vest on the third anniversary of the date of grant.

4. Represents shares withheld by the Issuer in connection with the reporting person's net share settlement to satisfy tax liability upon settlement of the 2023 Performance Stock Grant. No shares were sold by the reporting person to satisfy this tax liability.

Remarks:

	/s/ William Thomas Elsener, by Cale L. Curtin as attorney-in-fact	01/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Matador Resources (MTDR) report for William Thomas Elsener?

Matador Resources reported that EVP, Reservoir Engineering William Thomas Elsener received 3,480 shares of common stock on January 6, 2026 from the settlement of a 2023 performance stock grant.

How many Matador Resources (MTDR) shares were received from the 2023 Performance Stock Grant?

Elsener received 3,480 shares of Matador Resources common stock upon settlement of the 2023 Performance Stock Grant, which vested at 58% of target based on relative total shareholder return.

Why were 1,554 Matador Resources (MTDR) shares withheld from William Thomas Elsener?

1,554 shares of Matador Resources common stock were withheld by the company to satisfy Elsener’s tax liability related to the settlement of the 2023 Performance Stock Grant at a price of $41.41 per share. The disclosure notes that no shares were sold by him to cover this tax.

How many Matador Resources (MTDR) shares does William Thomas Elsener own after these transactions?

After the reported transactions on January 6, 2026, Elsener directly owns 114,780 shares of Matador Resources common stock.

What performance period determined the payout of Elsener’s 2023 Matador Resources performance stock units?

The 2023 Performance Stock Grant payout was based on Matador Resources’ relative total shareholder return over a three-year period from January 1, 2023 to December 31, 2025, resulting in settlement at 58% of target.

Does Elsener’s reported Matador Resources (MTDR) ownership include restricted stock or ESPP shares?

Yes. His 114,780 directly owned shares include shares acquired through the company’s Employee Stock Purchase Plan and 2,667 restricted shares granted on February 16, 2023 that vest on the third anniversary of that grant date.