Matador (NYSE: MTDR) EVP logs 27,000 phantom units and cash settlement

Rhea-AI Filing Summary

Matador Resources EVP-Production Glenn W. Stetson reported a mix of equity compensation awards and tax-related share withholdings. He received a grant of 27,000 phantom units, each economically equivalent to one share of common stock, which vest in equal annual installments on the first, second and third anniversaries of the grant date.

On February 14, 2026, 6,000 phantom units partially vested and were settled for cash at $47.80 per unit, with no common shares issued or sold. In separate transactions on February 14 and 16, 2026, 1,312 and 1,050 shares of common stock were withheld by the company to cover tax liabilities upon vesting of restricted stock; the filing states no shares were sold, and Stetson held 94,470 common shares directly after the latest transaction.

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

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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^*

Stetson Glenn W

(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-Production

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2026

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	02/14/2026		F		1,312(1)	D	$47.8	95,520(2)	D
Common Stock	02/16/2026		F		1,050(3)	D	$47.8	94,470(4)	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
Phantom Units	(5)	02/14/2026		M			6,000	(6)	(6)	Common Stock	6,000	$0	12,000	D
Phantom Units	(7)	02/17/2026		A		27,000		(8)	(8)	Common Stock	27,000	$0	27,000	D

Explanation of Responses:

1. Represents shares withheld by the Issuer in connection with the reporting person's net share settlement to satisfy tax liability upon the vesting of 3,333 shares of restricted stock that were granted to the reporting person on February 14, 2024. No shares were sold by the reporting person to satisfy this tax liability.

2. Includes (i) shares acquired pursuant to the Issuer's Employee Stock Purchase Plan; such acquisitions are exempt under Rule 16b-3; (ii) 3,333 shares of restricted stock granted to the reporting person on February 14, 2024 that vest in equal annual installments on the second and third anniversaries of the date of grant; and (iii) 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.

3. Represents shares withheld by the Issuer in connection with the reporting person's net share settlement to satisfy tax liability upon the vesting of 2,667 shares of restricted stock that were granted to the reporting person on February 16, 2023. No shares were sold by the reporting person to satisfy this tax liability.

4. Includes (i) shares acquired pursuant to the Issuer's Employee Stock Purchase Plan; such acquisitions are exempt under Rule 16b-3; and (ii) 3,333 shares of restricted stock granted to the reporting person on February 14, 2024 that vest in equal annual installments on the second and third anniversaries of the date of grant.

5. Each phantom unit is the economic equivalent of one share of the Issuer's common stock. As required by the terms of the award, upon the February 14, 2026 partial vesting of such award, the reporting person settled the phantom units for cash at a rate of $47.80 per unit based upon the closing price of the Issuer's common stock on February 13, 2026. No shares of common stock were issued to nor sold by the reporting person pursuant to this transaction.

6. The phantom units vest in equal annual installments on the first, second and third anniversaries of the date of grant, February 14, 2025.

7. Each phantom unit is the economic equivalent of one share of the Issuer's common stock.

8. The phantom units vest in equal annual installments on the first, second and third anniversaries of the date of grant.

Remarks:

	/s/ Glenn W. Stetson, by Cale L. Curtin as attorney-in-fact	02/18/2026
	** 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.
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FAQ

What did Matador Resources (MTDR) EVP Glenn W. Stetson receive in this Form 4 filing?

Glenn W. Stetson received a grant of 27,000 phantom units, each economically equivalent to one share of Matador common stock. These units vest in equal annual installments over three years from the grant date, providing stock-linked incentive compensation.

Were any Matador Resources (MTDR) shares sold by Glenn W. Stetson in this Form 4?

The filing states that no shares were sold. Instead, 1,312 and 1,050 common shares were withheld by Matador to satisfy tax liabilities upon restricted stock vesting, which is characterized as a tax-withholding disposition rather than an open-market sale.

How were the phantom units in Matador Resources (MTDR) Form 4 settled?

Upon partial vesting, 6,000 phantom units were settled for cash at $47.80 per unit, based on the closing price of Matador’s common stock. The filing specifies that no common stock was issued or sold in connection with this phantom unit settlement.

How many Matador Resources (MTDR) common shares does Glenn W. Stetson hold after these transactions?

After the latest reported transaction, Glenn W. Stetson directly holds 94,470 shares of Matador common stock. This figure reflects his balance following the February 16, 2026 tax-withholding disposition, where 1,050 shares were withheld to cover associated tax obligations.

What is the purpose of the share withholdings reported in Matador Resources (MTDR) Form 4?

The share withholdings represent tax-withholding dispositions. Specifically, 1,312 and 1,050 shares were withheld by Matador to satisfy tax liabilities arising from the vesting of 2,667 and 3,333 restricted shares, respectively, with the filing confirming no open-market sales occurred.

How do Matador Resources (MTDR) phantom units function for Glenn W. Stetson?

Each phantom unit is economically equivalent to one share of Matador common stock. They vest in three equal annual installments and, in this case, vested units were settled for cash at $47.80 per unit, aligning payouts with the company’s share price on the referenced date.