Matador Resources (MTDR) CEO Foran logs 2023 performance share settlement

Rhea-AI Filing Summary

Matador Resources Company reported an insider equity transaction by Chairman and CEO Joseph Wm. Foran. On January 6, 2026, he received 11,600 shares of common stock at $0 in settlement of a 2023 performance stock unit grant that vested at 58% of target based on relative total shareholder return for the period from January 1, 2023 to December 31, 2025.

On the same date, 4,798 shares were withheld by the company at $41.41 per share to cover tax obligations related to this settlement, and no shares were sold by him to pay these taxes. Following these transactions, he directly owns 30,854 shares of common stock, and additional shares are held indirectly through various family trusts, GRATs and a family limited partnership, for which he generally disclaims beneficial ownership except to the extent of his pecuniary interest.

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)
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		11,600(1)	A	$0	35,652(2)	D
Common Stock	01/06/2026		F		4,798(3)	D	$41.41	30,854(2)	D
Common Stock								519,881(4)	I	See footnote(5)
Common Stock								484,532(4)	I	See footnote(6)
Common Stock								1,105,913(4)	I	See footnote(7)
Common Stock								1,137,182(4)	I	See footnote(8)
Common Stock								1,347,912(4)	I	See footnote(9)
Common Stock								109,221(4)	I	See footnote(10)
Common Stock								109,221(4)	I	See footnote(11)
Common Stock								35,123(4)	I	See footnote(12)
Common Stock								35,123(4)	I	See footnote(13)
Common Stock								175,766(4)	I	See footnote(14)
Common Stock								175,766(4)	I	See footnote(15)
Common Stock								92,009(4)	I	See footnote(16)
Common Stock								92,009(4)	I	See footnote(17)

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 16-b3.

3. 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.

4. The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of these shares. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

5. Represents shares held of record by the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee. Includes shares held by the trust following a contribution of shares by the reporting person to the trust, pursuant to the terms thereof.

6. Represents shares held of record by the Foran 2012 Security Trust for which the reporting person is the trustee. Includes shares held by the trust following a contribution of shares by the reporting person's spouse to the trust, pursuant to the terms thereof.

7. Represents shares held of record by Sage Resources, Ltd., which is a limited partnership owned by the reporting person's family, including the reporting person.

8. Represents shares held of record collectively by the LRF 2011 Non-GST Trust, WJF 2011 Non-GST Trust, JNF 2011 Non-GST Trust, SIF 2011 Non-GST Trust and MCF 2011 Non-GST Trust (collectively, the "2011 Non-GST Trusts"). The reporting person and his spouse, as settlors of each of the 2011 Non-GST Trusts, retain the power of substitution with respect to the property of the 2011 Non-GST Trusts.

9. Represents shares held of record collectively by the LRF 2020 Non-GST Trust, WJF 2020 Non-GST Trust, SIF 2020 Non-GST Trust and MCF 2020 Non-GST Trust (collectively, the "2020 Non-GST Trusts"). The reporting person and his spouse, as settlors of each of the 2020 Non-GST Trusts, retain the power of substitution with respect to the property of the 2020 Non-GST Trusts.

10. Represents shares held of record by the JWF 2024-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

11. Represents shares held of record by the NNF 2024-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

12. Represents shares held of record by the JWF 2024-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

13. Represents shares held of record by the NNF 2024-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

14. Represents shares held of record by the JWF 2025-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

15. Represents shares held of record by the NNF 2025-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

16. Represents shares held of record by the JWF 2025-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

17. Represents shares held of record by the NNF 2025-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

Remarks:

	/s/ Joseph Wm. Foran, 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.
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FAQ

What insider transaction did Matador Resources (MTDR) report for Joseph Wm. Foran?

Matador Resources reported that Chairman and CEO Joseph Wm. Foran received 11,600 shares of common stock on January 6, 2026 from the settlement of a 2023 performance stock unit grant, with related tax withholding in stock.

How many Matador Resources (MTDR) shares did the CEO receive from the 2023 Performance Stock Grant?

He received 11,600 shares of Matador Resources common stock, representing settlement of performance stock units granted on February 16, 2023 that vested at 58% of target based on relative total shareholder return from January 1, 2023 to December 31, 2025.

Were any Matador Resources (MTDR) shares sold by the CEO in this Form 4 filing?

No. The filing states that 4,798 shares were withheld by the issuer at $41.41 per share to satisfy tax liability on the award settlement, and that no shares were sold by the reporting person to pay these taxes.

How many Matador Resources (MTDR) shares does the CEO own directly after this transaction?

After the reported transactions, Joseph Wm. Foran directly holds 30,854 shares of Matador Resources common stock.

What indirect Matador Resources (MTDR) holdings are associated with Joseph Wm. Foran?

The Form 4 lists additional common shares held through multiple family trusts, GRATs and a family limited partnership. The filing notes these are record holdings of entities such as the Foran 2012 Savings Trust, Foran 2012 Security Trust, Sage Resources, Ltd., various 2011 and 2020 Non-GST Trusts, and several 2024 and 2025 GRATs, with the reporting person generally disclaiming beneficial ownership except for his pecuniary interest.

What is notable about the performance condition in Matador Resources (MTDR) CEO’s 2023 stock grant?

The 2023 Performance Stock Grant settled at 58% of target, based on the issuer’s relative total shareholder return measured over a three-year performance period from January 1, 2023 to December 31, 2025.