Matador Resources (NYSE: MTDR) EVP reports phantom unit grant and tax withholdings

Rhea-AI Filing Summary

Matador Resources EVP and COO Christopher P. Calvert reported a mix of equity awards, cash settlements, and tax-related share withholdings. He received a grant of 27,000 phantom units, each economically equivalent to one share of common stock and vesting in equal annual installments on the first, second and third anniversaries of the grant date.

Calvert also exercised 6,000 phantom units, which were settled for cash at $47.80 per unit based on the common stock closing price on February 13, 2026, with no common shares issued or sold. To cover tax liabilities on vesting restricted stock, the issuer withheld 1,312 and 1,050 common shares at $47.80 per share; the filing notes no shares were sold by Calvert for these taxes. After these transactions, he directly owned 85,312 common shares and indirectly held 40,000 shares through his 401(k) account.

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^*

Calvert Christopher P

(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 and COO

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	86,362(2)	D
Common Stock	02/16/2026		F		1,050(3)	D	$47.8	85,312(4)	D
Common Stock								40,000	I	Represents shares held of record by the reporting person's 401(k) account

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/ Christopher P. Calvert, 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) EVP Christopher Calvert report?

Christopher Calvert reported a grant of 27,000 phantom units, a 6,000-unit phantom cash settlement, and tax-related withholdings of 1,312 and 1,050 common shares at $47.80. These actions reflect equity compensation activity rather than open-market buying or selling.

How many phantom units did MTDR executive Christopher Calvert receive and how do they work?

Calvert received 27,000 phantom units, each economically equivalent to one share of Matador Resources common stock. The units vest in equal annual installments on the first, second, and third anniversaries of the grant date, providing long-term, stock-linked incentive compensation without immediately issuing new shares.

Were any Matador Resources (MTDR) shares sold on the market in this Form 4?

The Form 4 states that no shares were sold by Christopher Calvert. Common shares withheld (1,312 and 1,050) were retained by the issuer solely to satisfy tax liabilities related to vesting restricted stock, rather than being disposed of through open-market transactions.

What price was used for Matador Resources (MTDR) phantom unit cash settlement?

The 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. This price applied to the 6,000 phantom units that were exercised and converted into a cash payment instead of common shares.

How many Matador Resources (MTDR) shares does Christopher Calvert hold after these transactions?

After the reported transactions, Calvert directly owned 85,312 shares of Matador Resources common stock. He also indirectly held 40,000 additional shares through his 401(k) account, according to the ownership information included in the Form 4 filing.

What type of disposals are shown for MTDR in Christopher Calvert’s Form 4?

The disposals are tax-withholding events coded as “F,” where the issuer withheld 1,312 and 1,050 shares at $47.80 to cover taxes on vesting restricted stock. The filing specifically notes that no shares were sold by Calvert to satisfy these tax obligations.