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Matador Resources Company is issuing $750 million of 6.000% senior unsecured notes due 2034 in a private Rule 144A/Regulation S offering, priced at 100% of face value. The company expects $736.5 million in net proceeds after discounts and expenses.
Matador plans to use the cash to repurchase any and all of its $500 million of 6.875% senior notes due 2028 via a cash tender offer, pay related premiums, fees and expenses, and repay borrowings under its credit facility. The notes are not registered under the Securities Act and may only be resold pursuant to applicable exemptions. Closing is expected on March 5, 2026, subject to customary conditions.
Matador Resources Company is reshaping its debt profile by launching a private placement of $750 million senior unsecured notes due 2034. The company plans to use the proceeds mainly to fund a cash tender offer for its existing notes and to repay borrowings under its credit facility.
The tender offer targets any and all of the $500 million outstanding 6.875% senior notes due 2028. Holders who tender by the March 4, 2026 expiration time are offered $1,019.75 per $1,000 principal amount, plus accrued interest, subject to Matador raising at least $500 million in gross proceeds from the new notes.
Matador Resources Company reported strong 2025 operational growth driven by its Delaware Basin focus. Total production rose 21% to 75.6 million BOE, including 43.7 million barrels of oil and 191.3 Bcf of natural gas, as large-scale pad development and longer laterals improved capital efficiency.
Estimated proved reserves increased 9% to 667.0 million BOE at December 31, 2025, though the Standardized Measure fell to $6.99 billion and PV‑10 to $8.24 billion, mainly from lower benchmark oil prices. Proved reserves remain 56% oil and 61% developed.
The midstream business expanded meaningfully, with San Mateo’s cryogenic natural gas processing capacity reaching 720 MMcf per day and gathering volumes up 21%. Matador generated free cash flow in all four quarters, raised its quarterly dividend to $0.375 per share, repurchased 1.35 million shares for $55.8 million and received a Fitch rating upgrade to BB, while continuing to cut emissions and increase recycled water use.
Matador Resources Company reported record 2025 results with strong production, reserves growth and a leaner 2026 plan. Q4 2025 output reached 211,290 BOE per day, including 121,363 barrels of oil per day, slightly above guidance despite weak Waha natural gas pricing and some shut-ins.
For full-year 2025, oil and gas revenues were $3.24 billion, net income attributable to shareholders was $759.2 million and diluted earnings per share were $6.09. Adjusted EBITDA attributable to shareholders was $2.29 billion, while total proved reserves rose 9% to 667.0 million BOE with a PV-10 of $8.24 billion.
The 2026 plan targets about 3% oil production growth to 122,000–124,000 barrels per day and 209,500–215,000 BOE per day overall, while cutting combined drilling, completion and midstream capital by 11% to $1.45–$1.55 billion. The company ended 2025 with a 1.1x leverage ratio, $1.8 billion of liquidity under its reserve-based facility, returned $218.9 million to shareholders and hedged roughly 50% of expected 2026 oil volumes with costless collars at a $53 floor and $66 ceiling.
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.
Krug George G reported acquisition or exercise transactions in this Form 4 filing.
Matador Resources EVP George G. Krug reported cash settlements of vested phantom unit awards tied to the company’s common stock. On February 14, 2026, awards covering 6,666 and 5,000 phantom units vested, and on February 16, 2026, an additional 5,000 phantom units vested.
Each phantom unit is the economic equivalent of one Matador common share, but these awards were settled for cash at $47.80 per unit, based on the closing share price on February 13, 2026. No shares of common stock were issued to or sold by Krug in connection with these transactions.
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.
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.
Matador Resources EVP and CFO Robert T. Macalik reported several equity-related transactions. 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.
The filing also shows tax-related activity rather than market sales. Shares of common stock were withheld by the company at $47.80 per share to cover tax liabilities upon the vesting of restricted stock awards, and phantom units were partially settled for cash at the same price. Footnotes state that no shares were sold by the reporting person in these transactions. After these events, Macalik holds over 100,000 shares of common stock directly, plus additional shares through an Individual Retirement Account and outstanding restricted stock awards.
Matador Resources Co executive Bryan A. Erman, Co-President, CLO & Head of M&A, reported equity-related compensation and tax-withholding activity. He received a grant of 35,000 phantom units, each economically equivalent to one share of common stock. On February 14, 2026, he exercised 6,000 and 5,000 phantom units, settling them for cash at $47.80 per unit; no common shares were issued or sold in those transactions. On February 16, 2026, 1,050 common shares were withheld at $47.80 per share to cover taxes upon vesting of 2,667 restricted shares, and no shares were sold by him to pay this liability. Following these events, he directly held 78,566 common shares, plus 4,250 shares in a 401(k) and 2,400 shares in an IRA.