Matador Resources (NYSE: MTDR) CEO receives 70,000 phantom units

Rhea-AI Filing Summary

Foran Joseph Wm reported acquisition or exercise transactions in this Form 4 filing.

Matador Resources chairman and CEO Joseph Wm Foran reported several compensation-related transactions involving phantom units tied to the company’s common stock. He received a new grant of 70,000 phantom units, each economically equivalent to one share of common stock and vesting in three equal annual installments from the grant date.

Previously granted phantom unit awards partially vested on February 14, 2026 and February 16, 2026, and were settled in cash at $47.80 per unit, based on the common stock closing price on February 13, 2026. The filing states that no shares of common stock were issued to or sold by Foran in connection with these vesting and cash-settlement events.

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^*

Foran Joseph Wm

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

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

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	(1)	02/14/2026		M			13,333	(2)	(2)	Common Stock	13,333	$0	26,667	D
Phantom Units	(1)	02/14/2026		M			10,000	(3)	(3)	Common Stock	10,000	$0	10,000	D
Phantom Units	(4)	02/16/2026		M			10,000	(5)	(5)	Common Stock	10,000	$0	0	D
Phantom Units	(6)	02/17/2026		A		70,000		(7)	(7)	Common Stock	70,000	$0	70,000	D

Explanation of Responses:

1. 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.

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

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

4. 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 16, 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.

5. The phantom units vest in equal annual installments on the first, second and third anniversaries of the date of grant, February 16, 2023.

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/ Joseph Wm. Foran, 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 insider transactions did Matador Resources (MTDR) report for Joseph Wm Foran?

Matador Resources reported that chairman and CEO Joseph Wm Foran received a grant of 70,000 phantom units and had earlier phantom unit awards partially vest and settle in cash, with no common stock issued or sold in these transactions.

What are phantom units in the Matador Resources (MTDR) Form 4 filing?

The Form 4 explains that each phantom unit is the economic equivalent of one share of Matador Resources’ common stock. They are a cash- or stock-settled compensation instrument rather than actual shares until settlement, used as part of executive incentive awards.

At what price were Matador Resources (MTDR) phantom units settled for Joseph Wm Foran?

Upon partial vesting on February 14 and 16, 2026, Joseph Wm Foran’s phantom units were settled for cash at $47.80 per unit, based on the closing price of Matador Resources common stock on February 13, 2026, according to the filing footnotes.

Did Joseph Wm Foran buy or sell Matador Resources (MTDR) common stock in this Form 4?

No. The filing states that during the February 2026 vesting events, no shares of common stock were issued to or sold by Joseph Wm Foran. The reported activity involves phantom units settled in cash, not open-market stock purchases or sales.

How do Joseph Wm Foran’s Matador Resources (MTDR) phantom units vest?

The footnotes state that the phantom units vest in equal annual installments on the first, second and third anniversaries of their grant dates, including grants dated February 14, 2024, February 14, 2025, and February 16, 2023, aligning awards with multi-year service.

What transaction codes appear in the Matador Resources (MTDR) Form 4 for Joseph Wm Foran?

The Form 4 uses code A for a grant or award acquisition of phantom units and code M for exercises or conversions of derivative securities. These codes reflect compensation and vesting activity, not open-market buying or selling of common stock.