Matador Resources Co — Director's Dealing 2025

Feb 20, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Matador Resources Co (MTDR)
CIK: 0001520006
Period of Report: 2025-02-14

Reporting Person: Erman Bryan A (EVP, GC and Head of M&A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-02-16	Common Stock	F	1050	$57.19	Disposed	77762	Direct
2025-02-17	Common Stock	F	1527	$57.19	Disposed	76235	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-02-14	Phantom Units	$	A	18000	Acquired		Common Stock (18000)	Direct
2025-02-14	Phantom Units	$	M	5000	Disposed		Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2750	Indirect
Common Stock	2400	Indirect

Footnotes

F1: 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.

F2: Includes (i) shares acquired pursuant to the Issuer's Employee Stock Purchase Plan; such acquisitions are exempt under Rule 16b-3; (ii) 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; and (iii) 3,880 shares of restricted stock granted to the reporting person on February 17, 2022 that vest on the third anniversary of the date of grant.

F3: Represents shares withheld by the Issuer in connection with the reporting person's net share settlement to satisfy tax liability upon the vesting of 3,880 shares of restricted stock that were granted to the reporting person on February 17, 2022. No shares were sold by the reporting person to satisfy this tax liability.

F4: Includes (i) shares acquired pursuant to the Issuer's Employee Stock Purchase Plan; such acquisitions are exempt under Rule 16b-3; and (ii) 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.

F5: Each phantom unit is the economic equivalent of one share of common stock of Issuer.

F6: The phantom units vest in equal annual installments on the first, second and third anniversaries of the date of grant.

F7: 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, 2025 partial vesting of such award, the reporting person settled the phantom units for cash at a rate of $57.12 per unit based upon the closing price of the Issuer's common stock on February 13, 2025. No shares of common stock were issued to nor sold by the reporting person pursuant to this transaction.

F8: The phantom units vest in equal annual installments on the first, second and third anniversaries of the date of grant, February 14, 2024.