Erman Bryan A 4

4 · Matador Resources Co · Filed Feb 18, 2026

AI-generated summary of this filing

Updated Feb 18, 2026

Matador (MTDR) Co‑President Bryan A. Erman Receives 35,000-Unit Award

What Happened

Bryan A. Erman, Co‑President, CLO & Head of M&A of Matador Resources (MTDR), received a grant of 35,000 phantom units on Feb 17, 2026.
On Feb 14, 2026, 11,000 phantom units (6,000 + 5,000) partially vested and were cash‑settled at $47.80 per unit, generating $525,800 in cash; no shares were issued in that transaction.
On Feb 16, 2026, 1,050 shares were withheld by the issuer to satisfy tax withholding related to the vesting of 2,667 restricted shares (withheld value $50,190). The filing was submitted on Feb 18, 2026.

Key Details

Transaction types/codes: M (exercise/conversion of derivative — cash settlement), F (tax withholding by issuer), A (grant/award).
Dates & prices: Feb 14, 2026 — 11,000 phantom units settled at $47.80/unit ($525,800); Feb 16, 2026 — 1,050 shares withheld at $47.80/share ($50,190); Feb 17, 2026 — grant of 35,000 phantom units (no cash price).
Shares owned after transaction: Not disclosed in the Form 4 filing.
Notable footnotes: The 11,000 phantom units were cash‑settled per the award terms (no common shares issued). The 1,050 shares were withheld by the issuer to cover taxes—no open‑market sale by the insider. Phantom units are the economic equivalent of common shares and vest in equal annual installments over three years per the award terms.

Context

Derivative awards (phantom units) are settled in cash here, so these transactions did not change the insider’s public share count except for the tax withholding. Cash settlements are routine under long‑term incentive plans and do not necessarily indicate a buy/sell signal in shares.
The new grant (35,000 units) is a forward award subject to multi‑year vesting; purchases are generally more informative than routine tax withholdings or award vesting.

Form 4

Period: 2026-02-14

Co-President,CLO & Head of M&A

Transactions

Tax Payment
Common Stock
[F1][F2]
2026-02-16$47.80/sh−1,050$50,190→ 78,566 total
Exercise/Conversion
Phantom Units
[F3][F4]
2026-02-14−6,000→ 12,000 total
→ Common Stock (6,000 underlying)
Exercise/Conversion
Phantom Units
[F3][F5]
2026-02-14−5,000→ 5,000 total
→ Common Stock (5,000 underlying)
Award
Phantom Units
[F6][F7]
2026-02-17+35,000→ 35,000 total
→ Common Stock (35,000 underlying)

Holdings

Common Stock
(indirect: By 401(k))
4,250
Common Stock
(indirect: Represents shares held of record by the reporting person's Individual Retirement Account)
2,400

Footnotes (7)

[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 shares acquired pursuant to the Issuer's Employee Stock Purchase Plan. Such acquisitions are exempt under Rule 16b-3.
[F3]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.
[F4]The phantom units vest in equal annual installments on the first, second and third anniversaries of the date of grant, February 14, 2025
[F5]The phantom units vest in equal annual installments on the first, second and third anniversaries of the date of grant, February 14, 2024.
[F6]Each phantom unit is the economic equivalent of one share of the Issuer's common stock.
[F7]The phantom units vest in equal annual installments on the first, second and third anniversaries of the date of grant.

Signature

/s/ Bryan A. Erman, by Cale L. Curtin as attorney-in-fact|2026-02-18

1 file