Erman Bryan A 4

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.