Matador Resources Co

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Matador Resources Company:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Matador Resources Company and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, changes in shareholders’ equity, and cash flows for each of the years in the three‑year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 27, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Impact of estimated proved oil and natural gas reserves related to evaluated oil and natural gas properties on depletion expense and the ceiling test calculation

As discussed in Note 2 to the consolidated financial statements, the Company uses the full-cost method of accounting for its investments in oil and natural gas properties and amortizes capitalized costs of oil and natural gas properties using the unit-of-production method based on production and estimates of proved reserves quantities. The Company is required to perform a ceiling test calculation on a quarterly basis and the applicable ceiling is equal to the sum of (1) the present value, discounted at 10%, of future net revenues of proved oil and natural gas reserves, reduced by the estimated costs of developing these reserves, plus (2) unproved and unevaluated property costs not being amortized, plus (3) the lower of cost or estimated fair value of unproved and unevaluated properties included in the costs being amortized, if any, less (4) any income tax effects related to the properties involved. Any excess of the Company’s net capitalized costs above the cost center ceiling is charged to operations as a full-cost ceiling impairment. Estimates of economically recoverable oil and natural gas reserves depend upon a number of factors and assumptions, including quantities of oil and natural gas that are ultimately recovered, the timing of the recovery of oil and natural gas reserves, the operating costs incurred, the amount of future development expenditures, and the price received for the production.

For the year ended December 31, 2023, the Company recorded depletion expense of evaluated oil and natural gas properties of $672.0 million. Additionally, as discussed in Note 3 to the consolidated financial statements, the Company’s consolidated balance sheet includes $9.6 billion of gross evaluated oil and natural gas properties as of December 31, 2023. The Company’s internal reservoir engineers prepare an estimate of the proved oil and natural gas reserves, and the Company engages external reservoir engineers to independently evaluate the proved oil and natural gas reserves estimated by the Company.

We identified the assessment of the impact of estimated proved oil and natural gas reserves related to evaluated oil and natural gas properties on both depletion expense and the ceiling test calculation as a critical audit matter. There is a high degree of subjectivity in evaluating the estimate of proved oil and natural gas reserves as auditor judgment was required to evaluate the assumptions used by the Company related to future production volumes, development costs, operating costs, and forecasted oil and natural gas prices inclusive of price differentials.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s depletion and ceiling test processes. This included controls related to the development of the assumptions listed above used to estimate proved reserves used in the respective calculations. We evaluated (1) the professional qualifications of the Company’s internal reservoir engineers as well as the external reservoir engineers and external engineering firm, (2) the knowledge, skill, and ability of the Company’s internal and external reservoir engineers, and (3) the relationship of the external reservoir engineers and external engineering firm to the Company. We assessed the methodology used by the Company to estimate the reserves for consistency with industry and regulatory standards. We also compared the pricing assumptions, including price differentials, used in the reservoir engineers’ estimate of the proved reserves to publicly available oil and natural gas pricing data. We evaluated assumptions used in the reservoir engineers’ estimate regarding future operating and development costs based on historical actual results. In addition, we compared the Company’s historical production forecasts to actual production volumes to assess the Company’s ability to accurately forecast and compared the forecasted production assumption used by the Company in the current period to historical production. We read the findings of the Company’s external reservoir engineers in connection with our evaluation of the Company’s reserves estimates. We recalculated the depletion expense calculation and analyzed it for compliance with industry and regulatory standards. We also analyzed the ceiling test impairment calculation for compliance with industry and regulatory standards. In addition, we performed an independent calculation of the ceiling test impairment calculation and compared our results with the Company’s results.

Fair value measurement of evaluated oil and natural gas properties acquired in the Advance Energy Partners business combination

As discussed in Note 6 to the consolidated financial statements, on April 12, 2023, the Company completed the acquisition of Advance Energy Partners. As a result of the transaction, the Company acquired evaluated oil and natural gas properties with an acquisition-date fair value of $1.4 billion. The acquisition was accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed at their estimated fair values as of the acquisition date, with any excess purchase price allocated to goodwill. The fair value of evaluated oil and natural gas properties were measured using the discounted cash flow method. Inputs to the valuation of evaluated oil and natural gas properties include estimates of future production volumes, expected operating and development costs, future commodity prices and a market-based weighted average cost of capital rate.

We identified the evaluation of the fair value measurement of the evaluated oil and natural gas properties acquired in the Advance Energy Partners transaction as a critical audit matter. There was a high degree of subjective auditor judgment in evaluating management’s key assumptions used to estimate the fair value of such properties. Specifically, these key assumptions included future production volumes, expected operating and development costs, future commodity prices, and a market-based weighted average cost of capital rate as changes to these key assumptions could have had a significant impact on the determination of the fair value. Additionally, the audit effort associated with evaluating the future commodity prices and market-based weighted average cost of capital required specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s acquisition-date valuation process, including controls over the determination of the key assumptions, as listed above, used to measure the initial fair value of the acquired evaluated oil and natural gas properties. We evaluated (1) the professional qualifications of the Company’s internal and external reservoir engineers and the external engineering firm, (2) the knowledge, skills, and ability of the Company’s internal and external reservoir engineers, and (3) the relationship of the external reservoir engineers and external engineering firm to the Company. We assessed compliance of the methodology used by the Company’s internal and external reservoir engineers to estimate evaluated oil and natural gas reserves with industry and regulatory standards. We compared the estimated future evaluated production volumes used by the Company to historical Advance Energy Partners production volumes. We evaluated the expected operating and developmental cost assumptions used by the internal reservoir engineers to estimate future cash flows by comparing them to Advance Energy Partner’s historical costs and to future operating and developmental cost assumptions used by the Company for its comparable assets operated in the same area. We tested the relevant basis differentials that were applied to the future commodity price assumptions by comparing to historical realized basis differentials from both Advance Energy Partners and the Company. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in evaluating:

•the future commodity price assumptions by comparing to an independently developed range of forward price estimates from analysts and other industry sources

•the market-based weighted average cost of capital rate by comparing it against a range that was independently developed using publicly available market data for comparable entities.

/s/ KPMG LLP

We have served as the Company’s auditor since 2014.

Dallas, Texas

February 27, 2024