Matador Resources (NYSE: MTDR) awards EVP 27,000 phantom units

Rhea-AI Filing Summary

Matador Resources executive William Thomas Elsener reported equity compensation and related tax transactions. He received a grant of 27,000 phantom units, each economically equivalent to one share of common stock. These units generally vest in three equal annual installments from their grant dates.

On February 14, 2026, he exercised 11,000 phantom units, which were settled in cash at $47.80 per unit, with no common shares issued or sold. On February 16, 2026, 1,050 shares of common stock were withheld by the company at $47.80 per share to satisfy tax liability upon vesting of 2,667 restricted shares, and no shares were sold by him on the market.

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^*

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)
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	02/16/2026		F		1,050(1)	D	$47.8	113,730(2)	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	(3)	02/14/2026		M			5,000	(4)	(4)	Common Stock	5,000	$0	5,000	D
Phantom Units	(3)	02/14/2026		M			6,000	(5)	(5)	Common Stock	6,000	$0	12,000	D
Phantom Units	(6)	02/17/2026		A		27,000		(7)	(7)	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 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.

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

3. 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.

4. The phantom units vest in equal annual installments on the first, second and third anniversaries of the date of grant, February 14, 2024.

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

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

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

Remarks:

	/s/ William Thomas Elsener, 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.
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FAQ

What equity award did Matador Resources (MTDR) grant to William Thomas Elsener?

Matador Resources granted EVP William Thomas Elsener 27,000 phantom units, each economically equivalent to one common share. These phantom units vest in three equal annual installments from their respective grant dates, aligning a portion of his compensation with long-term company performance.

How were William Thomas Elsener’s phantom units at Matador Resources (MTDR) settled?

On February 14, 2026, 11,000 phantom units held by William Thomas Elsener were settled for cash at $47.80 per unit. According to the disclosure, no shares of common stock were issued or sold in connection with this phantom unit settlement.

Did William Thomas Elsener sell Matador Resources (MTDR) shares in the open market?

No open market sale occurred. 1,050 common shares were withheld by Matador Resources at $47.80 per share solely to cover tax obligations on vesting of 2,667 restricted shares, and the filing states no shares were sold by him to satisfy this liability.

What is a phantom unit in the context of Matador Resources (MTDR)?

At Matador Resources, each phantom unit is described as the economic equivalent of one share of common stock. Phantom units typically deliver value in cash or stock based on share price, supporting executive incentives without necessarily issuing new shares immediately.

How do William Thomas Elsener’s Matador Resources (MTDR) phantom units vest?

The filing explains that certain phantom unit awards to William Thomas Elsener vest in three equal annual installments starting on the first anniversary of their grant dates, such as February 14, 2024 and February 14, 2025, providing a multi-year retention and incentive structure.