Matador Resources Co

Previous wording

In this Quarterly Report on Form 10-Q (this “Quarterly Report”), (i) references to “we,” “our” or the “Company” refer to Matador Resources Company and its subsidiaries as a whole (unless the context indicates otherwise), (ii) references to “Matador” refer solely to Matador Resources Company, (iii) references to “San Mateo” refer to San Mateo Midstream, LLC, collectively with its subsidiaries and (iv) references to the “Ameredev Acquisition” refer to the acquisition of Ameredev Stateline II, LLC from affiliates of EnCap Investments L.P., including (a) certain oil and natural gas producing properties and undeveloped acreage located in Lea County, New Mexico and Loving and Winkler Counties, Texas, and (b) an approximate 19% stake in the parent company of Piñon Midstream, LLC, which was completed by a subsidiary of the Company on September 18, 2024. For certain oil and natural gas terms used in this Quarterly Report, please see the “Glossary of Oil and Natural Gas Terms” included with the Annual Report.

Current wording

In this Quarterly Report on Form 10-Q (this “Quarterly Report”), (i) references to “we,” “our” or the “Company” refer to Matador Resources Company and its subsidiaries as a whole (unless the context indicates otherwise), (ii) references to “Matador” refer solely to Matador Resources Company and (iii) references to “San Mateo” refer to San Mateo Midstream, LLC, collectively with its subsidiaries. For certain oil and natural gas terms used in this Quarterly Report, please see the “Glossary of Oil and Natural Gas Terms” included with the Annual Report.

Previous wording

Certain statements in this Quarterly Report constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Additionally, forward-looking statements may be made orally or in press releases, conferences, reports, on our website or otherwise, in the future by us or on our behalf. Such statements are generally identifiable by the terminology used such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecasted,” “hypothetical,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “would” or other similar words, although not all forward-looking statements contain such identifying words.

Current wording

Certain statements in this Quarterly Report constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Additionally, forward-looking statements may be made orally or in press releases, conferences, reports, on our website or otherwise, in the future by us or on our behalf. All statements, other than statements of historical fact, included in this Quarterly Report regarding our strategy, future operations, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. Such statements are generally identifiable by the terminology used such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecasted,” “hypothetical,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “would” or other similar words, although not all forward-looking statements contain such identifying words.

Previous wording

By their very nature, forward-looking statements require us to make assumptions that may not materialize or that may not be accurate. Forward-looking statements are subject to known and unknown risks and uncertainties and other factors that may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such statements. Such factors include those described in the “Risk Factors” section of the Annual Report, as well as the following factors, among others: general economic conditions; our ability to execute our business plan, including whether our drilling program is successful; changes in oil, natural gas and natural gas liquids (“NGL”) prices and the demand for oil, natural gas and NGLs; our ability to replace reserves and efficiently develop current reserves; the operating results of our midstream business’s oil, natural gas and water gathering and transportation systems, pipelines and facilities, the acquiring of third-party business and the drilling of any additional salt water disposal wells; costs of operations; delays and other difficulties related to producing oil, natural gas and NGLs; delays and other difficulties related to regulatory and governmental approvals and restrictions; impact on our operations due to seismic events; availability of sufficient capital to execute our business plan, including from future cash flows, capital markets, available borrowing capacity under our revolving credit facilities and otherwise; our ability to make acquisitions on economically acceptable terms; our ability to integrate acquisitions; the operating results of and availability of any potential distributions from our joint ventures; weather and environmental conditions; disruption from our acquisitions making it more difficult to maintain business and operational relationships; significant transaction costs associated with our acquisitions; the risk of litigation and/or regulatory actions related to our acquisitions; and the other factors discussed below and elsewhere in this Quarterly Report and in other documents that we file with or furnish to the SEC, all of which are difficult to predict. Forward-looking statements may include statements about:

Current wording

By their very nature, forward-looking statements require us to make assumptions that may not materialize or that may not be accurate. Forward-looking statements are subject to known and unknown risks and uncertainties and other factors that may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such statements. Such factors include those described in the “Risk Factors” section of the Annual Report, as well as the following factors, among others: general economic conditions, including the effects of inflation and interest rates; tariffs and trade tensions; our ability to execute our business plan, including whether our drilling program is successful; changes in oil, natural gas and natural gas liquids (“NGL”) prices and the demand for oil, natural gas and NGLs; our ability to replace reserves and efficiently develop current reserves; the operating results of our midstream business’s oil, natural gas and water gathering and transportation systems, pipelines and facilities, the acquiring of third-party business and the drilling of any additional salt water disposal wells; costs of operations; delays and other difficulties related to producing oil, natural gas and NGLs or the construction, expansion or operation of our midstream assets; delays and other difficulties related to regulatory and governmental approvals and restrictions; impact on our operations due to seismic events; availability of sufficient capital to execute our business plan, including from future cash flows, capital markets, available borrowing capacity under our revolving credit facilities and otherwise; our ability to make acquisitions on economically acceptable terms; our ability to integrate acquisitions; the operating results of and availability of any potential distributions from our joint ventures; weather conditions, environmental conditions and natural disasters; disruption from our acquisitions making it more difficult to maintain business and operational relationships; significant transaction costs associated with our acquisitions; evolving cybersecurity risks; the risk of litigation and/or regulatory actions related to our acquisitions; and the other factors discussed below and elsewhere in this Quarterly Report and in other documents that we file with or furnish to the SEC, all of which are difficult to predict. Forward-looking statements may include statements about:

Previous wording

•the availability of oil field labor;

Current wording

•the availability and cost of oil field labor;

Previous wording

For the three months ended September 30, 2025, our total oil equivalent production was 19.2 million BOE, and our average daily oil equivalent production was 209,184 BOE per day, of which 119,556 Bbl per day, or 57%, was oil and 537.8 MMcf per day, or 43%, was natural gas. Our average daily oil production of 119,556 Bbl per day for the three months ended September 30, 2025 increased 19% year-over-year from 100,315 Bbl per day for the three months ended September 30, 2024. Our average daily natural gas production of 537.8 MMcf per day for the three months ended September 30, 2025 increased 26% year-over-year from 427.0 MMcf per day for the three months ended September 30, 2024.

Current wording

For the three months ended March 31, 2026, our total oil equivalent production was 18.7 million BOE, and our average daily oil equivalent production was 207,594 BOE per day, of which 120,277 Bbl per day, or 58%, was oil and 523.9 MMcf per day, or 42%, was natural gas. Our average daily oil production of 120,277 Bbl per day for the three months ended March 31, 2026 increased 5% year-over-year from 115,030 Bbl per day for the three months ended March 31, 2025. Our average daily natural gas production of 523.9 MMcf per day for the three months ended March 31, 2026 increased 4% year-over-year from 501.6 MMcf per day for the three months ended March 31, 2025.

Previous wording

The Delaware Basin contributed 100% of our daily oil production and approximately 94% of our daily natural gas production in the third quarter of 2025, as compared to approximately 99% of our daily oil production and approximately 95% of our daily natural gas production in the third quarter of 2024.

Current wording

The Delaware Basin contributed 100% of our daily oil production and 97% of our daily natural gas production in the first quarter of 2026, as compared to 100% of our daily oil production and 96% of our daily natural gas production in the first quarter of 2025.

Previous wording

For the third quarter of 2025, we reported net income attributable to Matador shareholders of $176.4 million, or $1.42 per diluted common share, on a GAAP basis, as compared to net income attributable to Matador shareholders of $248.3 million, or $1.99 per diluted common share, for the third quarter of 2024. For the third quarter of 2025, our Adjusted EBITDA, a non‑GAAP financial measure, was $566.5 million, as compared to Adjusted EBITDA of $574.5 million during the third quarter of 2024.

Current wording

For the first quarter of 2026, we reported a net loss attributable to Matador shareholders of $35.9 million, or $0.29 per diluted common share, on a GAAP basis, primarily resulting from a $255.5 million unrealized loss on derivatives, as compared to net income attributable to Matador shareholders of $240.1 million, or $1.92 per diluted common share, for the first quarter of 2025. For the first quarter of 2026, our Adjusted EBITDA, a non‑GAAP financial measure, was $577.2 million, as compared to Adjusted EBITDA of $644.2 million during the first quarter of 2025.

Previous wording

For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to our net income and net cash provided by operating activities, see “—Liquidity and Capital Resources—Non-GAAP Financial Measures.” For more information regarding our financial results for the three and nine months ended September 30, 2025, see “—Results of Operations” below.

Current wording

For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to our net (loss) income and net cash provided by operating activities, see “—Liquidity and Capital Resources—Non-GAAP Financial Measures.” For more information regarding our financial results for the three months ended March 31, 2026, see “—Results of Operations” below.

Previous wording

On October 21, 2025, we increased our estimated drilling, completing and equipping (“D/C/E”) capital expenditures for 2025 to a range of $1.47 to $1.55 billion from a range of $1.18 to $1.37 billion. On October 21, 2025, we also adjusted our estimated midstream capital expenditures for 2025 to a range of $155.0 to $175.0 million from a range of $120.0 to $180.0 million, which includes our proportionate share of San Mateo’s estimated 2025 capital expenditures as well as the estimated 2025 capital expenditures for other wholly-owned midstream projects. The midstream capital expenditure budget includes 51% of the costs associated with San Mateo’s construction of an additional natural gas processing plant with a designed inlet capacity of 200 MMcf per day, including a nitrogen rejection unit and additional related facilities, to expand its Marlan cryogenic natural gas processing plant (the “Marlan Processing Plant Expansion”), which came online in the second quarter of 2025.

Current wording

Our 2026 estimated capital expenditure budget consists of $1.35 to $1.44 billion for drilling, completing and equipping (“D/C/E”) capital expenditures and $100.0 to $110.0 million for midstream capital expenditures, which includes our proportionate share of San Mateo’s estimated 2026 capital expenditures as well as the estimated 2026 capital expenditures for other wholly-owned midstream projects.

Previous wording

Matador’s Board of Directors (the “Board”) declared quarterly cash dividends of $0.3125 per share of common stock in each of the first, second and third quarters of 2025. On October 15, 2025, the Board amended our dividend policy to increase the quarterly dividend to $0.375 per share of common stock for future dividend payments and also declared a quarterly cash dividend of $0.375 per share of common stock payable on December 5, 2025 to shareholders of record as of November 10, 2025.

Current wording

Matador’s Board of Directors (the “Board”) declared and paid quarterly cash dividends of $0.375 per share of common stock in the first quarter of 2026. On April 22, 2026, the Board declared a quarterly cash dividend of $0.375 per share of common stock payable on June 5, 2026 to shareholders of record as of May 8, 2026.

Previous wording

(4)One thousand Bbl of oil equivalent, estimated using a conversion ratio of one Bbl of oil per six Mcf of natural gas.

Current wording

(2)Estimated using a conversion ratio of one Bbl of oil per six Mcf of natural gas.

Previous wording

Third-party midstream services revenues. Our third-party midstream services revenues increased $5.5 million, or 14%, to $43.8 million for the three months ended September 30, 2025, as compared to $38.3 million for the three months ended September 30, 2024. Third-party midstream services revenues are those revenues from midstream operations related to third parties, including working interest owners in our operated wells. This increase was primarily attributable to (i) an increase in our third-party natural gas gathering and processing revenues to $25.9 million for the three months ended September 30, 2025, as compared to $18.8 million for the three months ended September 30, 2024, and (ii) an increase in our oil transportation revenues to $6.4 million for the three months ended September 30, 2025, as compared to $4.1 million for the three months ended September 30, 2024, which were partially offset by a decrease in our third-party water disposal revenues to $11.5 million for the three months ended September 30, 2025, as compared to $15.4 million for the three months ended September 30, 2024.

Current wording

Third-party midstream services revenues. Third-party midstream services revenues are those revenues from midstream operations related to third parties, including working interest owners in our operated wells. The increase in third-party midstream services revenues was primarily attributable to a $9.0 million increase in our third-party natural gas gathering and processing revenues during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, which was partially offset by a $0.7 million decrease in our third-party water disposal revenues during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Previous wording

Sales of purchased natural gas. Our sales of purchased natural gas increased $9.4 million, or 18%, to $61.0 million for the three months ended September 30, 2025, as compared to $51.7 million for the three months ended September 30, 2024. This increase was primarily the result of a 15% increase in natural gas volumes sold and a 3% increase in natural gas price realized in those sales. Sales of purchased natural gas reflect those natural gas purchase transactions that we periodically enter into with third parties whereby we purchase natural gas and (i) subsequently sell the natural gas to other purchasers or (ii) process the natural gas at San Mateo’s cryogenic natural gas processing plants and subsequently sell the residue natural gas and NGLs to other purchasers. These revenues, and the expenses related to these transactions included in “Purchased natural gas,” are presented on a gross basis in our interim unaudited condensed consolidated statements of income.

Current wording

Sales of purchased natural gas. The increase in sales of purchased natural gas was primarily the result of an 87% increase in natural gas volumes sold, which was partially offset by a 31% decrease in natural gas price realized in those sales. Sales of purchased natural gas reflect those natural gas purchase transactions that we periodically enter into with third parties whereby we purchase natural gas and (i) subsequently sell the natural gas to other purchasers or (ii) process the natural gas at San Mateo’s cryogenic natural gas processing plants and subsequently sell the residue natural gas and NGLs to other purchasers. These revenues, and the expenses related to these transactions included in “Purchased natural gas,” are presented on a gross basis in our interim unaudited condensed consolidated statements of operations.

Previous wording

Realized gain on derivatives. Our realized gain on derivatives was $3.9 million for the three months ended September 30, 2025, as compared to a realized gain of $4.5 million for the three months ended September 30, 2024. We realized a net gain of $3.9 million and $4.5 million related to our natural gas basis differential swap contracts for the three months ended September 30, 2025 and 2024, respectively, resulting primarily from natural gas basis differentials that were below the fixed prices of certain of our natural gas basis differential swap contracts. We realized an average gain on our natural gas derivatives of approximately $0.08 per Mcf produced during the three months ended September 30, 2025, as compared to an average gain of approximately $0.11 per Mcf produced during the three months ended September 30, 2024.

Current wording

Realized (loss) gain on derivatives. Our realized loss on derivatives was $14.5 million for the three months ended March 31, 2026, as compared to a realized gain of $2.7 million for the three months ended March 31, 2025. For the three months ended March 31, 2026, we recorded a net loss of $51.8 million related to our oil costless collars resulting primarily from oil prices that were above the ceiling of certain of our oil costless collar contracts. This loss was partially offset by a net gain of $37.3 million primarily related to our natural gas costless collar and swap contracts, resulting primarily from natural gas basis differentials that were below the fixed prices of certain of our natural gas basis differential swap contracts. For the three months ended March 31, 2025, we recorded a net gain of $2.7 million related to our natural gas basis differential swap contracts, resulting primarily from natural gas basis differentials that were below the fixed prices of certain of our natural gas basis differential swap contracts. We realized an average loss on our oil derivatives of approximately $4.79 per Bbl produced during the three months ended March 31, 2026, as compared to no realized gains or losses from oil derivatives during the three months ended March 31, 2025. We realized an average gain on our natural gas derivatives of approximately $0.80 per Mcf produced during the three months ended March 31, 2026, as compared to an average gain of approximately $0.06 per Mcf produced during the three months ended March 31, 2025. See Note 7, Derivative Financial Instruments, for further details on our derivatives.

Previous wording

Unrealized gain on derivatives. During the three months ended September 30, 2025, the aggregate net fair value of our open oil and natural gas costless collars and natural gas basis differential swap contracts changed to a net asset of $3.7 million from a net liability of $16.3 million at June 30, 2025, resulting in an unrealized gain on derivatives of $20.0 million for the three months ended September 30, 2025. During the three months ended September 30, 2024, the aggregate net fair value of our open oil costless collar and natural gas basis differential swap contracts changed to a net asset of $28.0 million from a net liability of $7.1 million at June 30, 2024, resulting in an unrealized gain on derivatives of $35.1 million for the three months ended September 30, 2024.

Current wording

Unrealized (loss) gain on derivatives. During the three months ended March 31, 2026, the aggregate net fair value of our open oil and natural gas costless collar, natural gas swap and natural gas basis differential swap contracts changed to a net liability of $221.4 million from a net asset of $34.1 million at December 31, 2025, resulting in an unrealized loss on derivatives of $255.5 million for the three months ended March 31, 2026. During the three months ended March 31, 2025, the aggregate net fair value of our open oil and natural gas costless collar and natural gas basis differential swap contracts changed to a net asset of $21.0 million from a net asset of $16.0 million at December 31, 2024, resulting in an unrealized gain on derivatives of $5.1 million for the three months ended March 31, 2025. See Note 7, Derivative Financial Instruments, for further details on our derivatives.

Previous wording

Lease operating. Our lease operating expenses increased $20.7 million, or 24%, to $107.5 million for the three months ended September 30, 2025, as compared to $86.8 million for the three months ended September 30, 2024. Our lease operating expenses on a unit-of-production basis increased 1% to $5.58 per BOE for the three months ended September 30, 2025, as compared to $5.50 per BOE for the three months ended September 30, 2024. These increases were primarily attributable to the increased number of wells being operated by us, including 204 wells from the Ameredev Acquisition, and other operators (where we own a working interest) for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024.

Current wording

Lease operating. The increase in lease operating expense was primarily attributable to the increased number of wells being operated by us and other operators (where we own a working interest) for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Previous wording

Production taxes, transportation and processing. Our production taxes, transportation and processing expenses increased $10.3 million, or 14%, to $83.1 million for the three months ended September 30, 2025, as compared to $72.7 million for the three months ended September 30, 2024. The increase was primarily attributable to a $7.9 million increase in transportation and processing expenses to $20.5 million for the three months ended September 30, 2025, as compared to $12.6 million for the three months ended September 30, 2024, and a $2.4 million increase in production taxes to $62.6 million for the three months ended September 30, 2025, as compared to $60.2 million for the three months ended September 30, 2024. The increase in transportation and processing expenses is primarily due to a 22% increase in our total oil equivalent production and a change in the mix of revenue contracts between the periods. The increase in production taxes is primarily due to the increase in oil and natural gas revenues between the two periods. On a unit-of-production basis, our production taxes, transportation and processing expenses decreased 6% to $4.32 per BOE for the three months ended September 30, 2025, as compared to $4.61 per BOE for the three months ended September 30, 2024. This decrease per BOE was primarily attributable to a 14% decrease in realized oil prices and a 22% increase in our total oil equivalent production between the two periods.

Current wording

Transportation and processing. The decrease in transportation and processing expenses is primarily due to additional allowable deductions identified in the state of New Mexico and a change in the mix of revenue contracts between the periods.

Previous wording

Plant and other midstream services operating. Our plant and other midstream services operating expenses increased $6.8 million, or 16%, to $50.5 million for the three months ended September 30, 2025, as compared to $43.7 million for the three months ended September 30, 2024. This increase was primarily attributable to increased throughput volumes from Matador’s wholly-owned midstream assets, which resulted in increased expenses associated with our expanded pipeline operations of $24.2 million for the three months ended September 30, 2025, as compared to $16.5 million for the three months ended September 30, 2024, which was partially offset by decreased expenses associated with our commercial produced water disposal operations of $14.8 million for the three months ended September 30, 2025, as compared to $16.7 million for the three months ended September 30, 2024.

Current wording

Midstream operating. The increase in midstream operating expense was primarily attributable to increased throughput volumes from Matador and other San Mateo customers, which resulted in a $3.3 million increase in expenses associated with plant processing and a $2.3 million increase in expenses associated with our expanded pipeline operations for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, which was partially offset by a $2.0 million decrease in expenses associated with our commercial produced water disposal operations for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Previous wording

Interest expense. For the three months ended September 30, 2025, we incurred total interest expense of $59.0 million. We capitalized $8.4 million of our interest expense on certain qualifying projects for the three months ended September 30, 2025 and expensed the remaining $50.6 million to operations. For the three months ended September 30, 2024, we incurred total interest expense of $44.4 million. We capitalized $8.2 million of our interest expense on certain qualifying projects for the three months ended September 30, 2024 and expensed the remaining $36.2 million to operations. The increase in interest expense for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was primarily due to a $709.2 million increase in the weighted average of senior notes outstanding between the periods in connection with the Ameredev Acquisition in September 2024.

Current wording

Interest expense. For the three months ended March 31, 2026, we incurred total interest expense of $58.6 million. We capitalized $7.0 million of our interest expense on certain qualifying projects for the three months ended March 31, 2026 and expensed the remaining $51.5 million to operations. For the three months ended March 31, 2025, we incurred total interest expense of $58.2 million. We capitalized $8.7 million of our interest expense on certain qualifying projects for the three months ended March 31, 2025 and expensed the remaining $49.5 million to operations.

Previous wording

Our primary use of capital has been, and we expect will continue to be during the remainder of 2025 and for the foreseeable future, for the acquisition, exploration and development of oil and natural gas properties and for midstream investments. We expect to fund our 2025 capital expenditures through a combination of cash on hand, operating cash flows and performance incentives paid to us by Five Point Infrastructure LLC (previously, Five Point Energy LLC) or its affiliates. If capital expenditures were to exceed our operating cash flows during the remainder of 2025, we expect to fund any such excess capital expenditures, including for significant acquisitions, through borrowings under the Credit Agreement or the San Mateo Credit Facility (assuming availability under such facilities) or through other capital sources, including borrowings under expanded or additional credit arrangements, the sale or joint venture of midstream assets, oil and natural gas producing assets, leasehold interests or mineral interests and potential issuances of equity, debt or convertible securities, none of which may be available on satisfactory terms or at all. Our future success in growing proved reserves and production will be highly dependent on our ability to generate operating cash flows and access outside sources of capital.

Current wording

Our primary use of capital has been, and we expect will continue to be during the remainder of 2026 and for the foreseeable future, for the acquisition, exploration and development of oil and natural gas properties and for midstream investments. We expect to fund our 2026 capital expenditures through a combination of cash on hand, operating cash flows and performance incentives paid to us by Five Point Infrastructure LLC or its affiliates. If capital expenditures were to exceed these sources of cash during the remainder of 2026, we expect to fund any such excess capital expenditures, including for significant acquisitions, through borrowings under our secured revolving credit facility (the “Credit Agreement”) or San Mateo’s secured revolving credit facility (the “San Mateo Credit Facility”) (assuming availability under such facilities) or through other capital sources, including borrowings under expanded or additional credit arrangements, the sale or joint venture of midstream assets, oil and natural gas producing assets, leasehold interests or mineral interests and potential issuances of equity, debt or convertible securities, none of which may be available on satisfactory terms or at all. Our future success in growing proved reserves and production will be highly dependent on our ability to generate operating cash flows and access outside sources of capital.

Previous wording

The Board declared quarterly cash dividends of $0.3125 per share of common stock in each of the first, second and third quarters of 2025. On October 15, 2025, the Board amended our dividend policy to increase the quarterly dividend to $0.375 per share of common stock for future dividend payments and also declared a quarterly cash dividend of $0.375 per share of common stock payable on December 5, 2025 to shareholders of record as of November 10, 2025.

Current wording

The Board declared and paid quarterly cash dividends of $0.375 per share of common stock in the first quarter of 2026. On April 22, 2026, the Board declared a quarterly cash dividend of $0.375 per share of common stock payable on June 5, 2026 to shareholders of record as of May 8, 2026.

Previous wording

On April 16, 2025, the Board authorized a share repurchase program (the “Share Repurchase Program”) of up to $400.0 million of common stock. During the three and nine months ended September 30, 2025, the Company repurchased 137,161 and 1,232,828 shares of common stock under the Share Repurchase Program at a weighted average price of $47.06 and $41.11 per common share for a total cost of $6.5 million and $50.7 million, respectively.

Current wording

As further described in the Annual Report, we maintain a share repurchase program (the “Share Repurchase Program”) authorizing the repurchase of up to $400.0 million of common stock. During the three months ended March 31, 2026, we repurchased 17,702 shares of common stock under the Share Repurchase Program at a weighted average price of $39.92 per common share for a total cost of $0.7 million.

Previous wording

We expect that development of our Delaware Basin assets will be the primary focus of our operations and capital expenditures for the remainder of 2025. We have built significant optionality into our drilling program, which should generally allow us to decrease or increase the number of rigs we operate as necessary based on changing commodity prices and other factors. On October 21, 2025, we increased our estimated D/C/E capital expenditures for 2025 to a range of $1.47 to $1.55 billion from a range of $1.18 to $1.37 billion. On October 21, 2025, we also adjusted our estimated midstream capital expenditures for 2025 to a range of $155.0 to $175.0 million from a range of $120.0 to $180.0 million, which includes our proportionate share of San Mateo’s estimated 2025 capital expenditures as well as the estimated 2025 capital expenditures for other wholly-owned midstream projects. The midstream capital expenditure budget includes 51% of the costs associated with the Marlan Processing Plant Expansion, which came online in the second quarter of 2025. Substantially all of these 2025 estimated capital expenditures are expected to be allocated to (i) the further delineation and development of our leasehold position, (ii) the construction, installation and maintenance of midstream assets and (iii) our participation in certain non-operated well opportunities. Our Delaware Basin operated drilling program for the remainder of 2025 is expected to focus on the continued development of our various asset areas throughout the Delaware Basin, with a continued emphasis on drilling and completing a high percentage of longer horizontal wells.

Current wording

We expect that development of our Delaware Basin assets will be the primary focus of our operations and capital expenditures for the remainder of 2026. We have built significant optionality into our drilling program, which should generally allow us to decrease or increase the number of rigs we operate as necessary based on changing commodity prices and other factors. Our 2026 estimated capital expenditure budget consists of $1.35 to $1.44 billion for D/C/E capital expenditures and $100.0 to $110.0 million for midstream capital expenditures, which includes our proportionate share of San Mateo’s estimated 2026 capital expenditures as well as the estimated 2026 capital expenditures for other wholly-owned midstream projects. Substantially all of these 2026 estimated capital expenditures are expected to be allocated to (i) the further delineation and development of our leasehold position, (ii) the construction, installation and maintenance of midstream assets and (iii) our participation in certain non-operated well opportunities. Our Delaware Basin operated drilling program for the remainder of 2026 is expected to focus on the continued development of our various asset areas throughout the Delaware Basin, with a continued emphasis on drilling and completing a high percentage of longer horizontal wells.

Previous wording

Exploration and development activities are subject to a number of risks and uncertainties, which could cause these activities to be less successful than we anticipate. A significant portion of our anticipated cash flows from operations for the remainder of 2025 is expected to come from producing wells and development activities on currently proved properties in the Delaware Basin and the Haynesville shale in Northwest Louisiana. Our existing operated and non-operated wells may not produce at the levels we are forecasting or may be temporarily shut in or restricted due to low commodity prices, and our exploration and development activities in these areas may not be as successful as we anticipate. Additionally, our anticipated cash flows from operations are based upon current expectations of oil and natural gas prices for 2025 and the hedges we currently have in place. For further discussion of our expectations of such commodity prices, see “—General Outlook and Trends” below. At times, we use commodity derivative financial instruments to mitigate our exposure to fluctuations in oil, natural gas and NGL prices and to partially offset reductions in our cash flows from operations resulting from declines in commodity prices. See Note 8 to the interim unaudited condensed consolidated financial statements in this Quarterly Report for a summary of our open derivative financial instruments.

Current wording

Exploration and development activities are subject to a number of risks and uncertainties, which could cause these activities to be less successful than we anticipate. A significant portion of our anticipated cash flows from operations for the remainder of 2026 is expected to come from producing wells and development activities on currently proved properties in the Delaware Basin and the Haynesville shale in Northwest Louisiana. Our existing operated and non-operated wells may not produce at the levels we are forecasting or may be temporarily shut in or restricted due to low commodity prices, and our exploration and development activities in these areas may not be as successful as we anticipate. Additionally, our anticipated cash flows from operations are based upon current expectations of oil and natural gas prices for 2026 and the hedges we currently have in place. For further discussion of our expectations of such commodity prices, see “—General Outlook and Trends” below. At times, we use commodity derivative financial instruments to mitigate our exposure to fluctuations in oil, natural gas and NGL prices and to partially offset reductions in our cash flows from operations resulting from declines in commodity prices. See Note 7, Derivative Financial Instruments, in this Quarterly Report for a summary of our open derivative financial instruments.

Previous wording

Our unaudited cash flows for the nine months ended September 30, 2025 and 2024 are presented below:

Current wording

Our unaudited cash flows for the three months ended March 31, 2026 and 2025 are presented below:

Previous wording

(1)Adjusted EBITDA is a non-GAAP financial measure. For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to our net income and net cash provided by operating activities, see “—Non-GAAP Financial Measures” below.

Current wording

(1)Adjusted EBITDA is a non-GAAP financial measure. For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to our net (loss) income and net cash provided by operating activities, see “—Non-GAAP Financial Measures” below.

Previous wording

Net cash provided by operating activities increased $278.6 million to $1.95 billion for the nine months ended September 30, 2025 from $1.67 billion for the nine months ended September 30, 2024. Excluding changes in operating assets and liabilities, net cash provided by operating activities increased $154.9 million to $1.77 billion for the nine months ended September 30, 2025 from $1.62 billion for the nine months ended September 30, 2024. This increase was primarily attributable to increased oil and natural gas production and higher realized natural gas prices for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, partially offset by lower realized oil prices. Changes in our operating assets and liabilities between the periods resulted in a $123.7 million increase in net cash provided by operating activities for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024.

Current wording

Excluding changes in operating assets and liabilities, net cash provided by operating activities decreased $44.3 million to $564.2 million for the three months ended March 31, 2026 from $608.5 million for the three months ended March 31, 2025. This decrease was primarily attributable to lower realized natural gas prices for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, which was partially offset by increased oil and natural gas production and higher realized oil prices for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. Changes in our operating assets and liabilities between the periods resulted in a $213.1 million decrease in net cash provided by operating activities for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Previous wording

Net cash used in investing activities decreased $1.71 billion to $1.57 billion for the nine months ended September 30, 2025 from $3.28 billion for the nine months ended September 30, 2024. This decrease in net cash used in investing activities between the periods was primarily due to (i) a $1.83 billion decrease in expenditures related to the Ameredev Acquisition that occurred in September 2024, (ii) a $60.0 million decrease in expenditures related to the acquisition of oil and natural gas properties and (iii) a $21.5 million increase in cash provided by proceeds from the sale of assets. These decreases in cash used in investing activities between the periods were partially offset by a $187.6 million increase in D/C/E capital expenditures primarily attributable to our operated and non-operated drilling, completion and equipping activities in the Delaware Basin and an $18.2 million increase in midstream capital expenditures.

Current wording

The decrease in net cash used in investing activities between the periods was primarily due to (i) a $55.3 million decrease in midstream capital expenditures and (ii) a $20.0 million decrease in expenditures related to the acquisition of oil and natural gas properties, partially offset by a $21.4 million decrease in cash provided by proceeds from the sale of assets.

Previous wording

Net cash used in financing activities increased $1.96 billion to $379.3 million for the nine months ended September 30, 2025 from net cash provided by financing activities of $1.58 billion for the nine months ended September 30, 2024. This increase in net cash used in financing activities between the periods was primarily due to (i) a $1.27 billion decrease in net proceeds from debt and equity offerings in the prior period, (ii) a $765.5 million increase in net repayments under the Credit Agreement, (iii) a $56.5 million increase in net distributions related to San Mateo, (iv) a $50.7 million increase in cash used to repurchase common stock in the current period and (v) a $43.2 million increase in dividends paid. These increases in net cash used in financing activities were partially offset by (i) a $196.0 million increase in net borrowings under the San Mateo Credit Facility, and (ii) a $25.4 million decrease in costs to amend credit facilities.

Current wording

Net Cash Provided by (Used in) Financing Activities

Previous wording

See Note 5 to the interim unaudited condensed consolidated financial statements in this Quarterly Report for a summary of our debt, including the Credit Agreement, the San Mateo Credit Facility, the 2028 Notes, the 2032 Notes and the 2033 Notes.

Current wording

See Note 4, Debt, in this Quarterly Report for a summary of our debt, including the Credit Agreement, the San Mateo Credit Facility, the 2032 Notes, the 2033 Notes and the 2034 Notes.

Previous wording

We define Adjusted EBITDA as earnings before interest expense, income taxes, depletion, depreciation and amortization, accretion of asset retirement obligations, property impairments, unrealized derivative gains and losses, non-recurring transaction costs for certain acquisitions, certain other non-cash items and non-cash stock-based compensation expense and net gain or loss on asset sales and impairment. Adjusted EBITDA is not a measure of net income or cash flows as determined by GAAP. Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies.

Current wording

We define Adjusted EBITDA as earnings before interest expense, income taxes, depletion, depreciation and amortization, accretion of asset retirement obligations, unrealized derivative gains and losses, non-recurring transaction costs for certain acquisitions, non-cash stock-based compensation expense, loss on debt extinguishment, net gain or loss on asset sales and impairments and certain other non-cash items. Adjusted EBITDA is not a measure of net (loss) income or cash flows as determined by GAAP. Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies.

Previous wording

Management believes Adjusted EBITDA is necessary because it allows us to evaluate our operating performance and compare the results of operations from period to period without regard to our financing methods or capital structure. We exclude the items listed above from net income in calculating Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which certain assets were acquired.

Current wording

Management believes Adjusted EBITDA is necessary because it allows us to evaluate our operating performance and compare the results of operations from period to period without regard to our financing methods or capital structure. We exclude the items listed above from net (loss) income in calculating Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which certain assets were acquired.

Previous wording

Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income or net cash provided by operating activities as determined in accordance with GAAP or as a primary indicator of our operating performance or liquidity. Certain items excluded from Adjusted EBITDA are significant components of understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure. Our Adjusted EBITDA may not be comparable to similarly titled measures of another company because all companies may not calculate Adjusted EBITDA in the same manner.

Current wording

Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net (loss) income or net cash provided by operating activities as determined in accordance with GAAP or as a primary indicator of our operating performance or liquidity. Certain items excluded from Adjusted EBITDA are significant components of understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure. Our Adjusted EBITDA may not be comparable to similarly titled measures of another company because all companies may not calculate Adjusted EBITDA in the same manner.

Previous wording

The following table presents our calculation of Adjusted EBITDA and the reconciliation of Adjusted EBITDA to the GAAP financial measures of net income and net cash provided by operating activities, respectively.

Current wording

The following table presents our calculation of Adjusted EBITDA and the reconciliation of Adjusted EBITDA to the GAAP financial measures of net (loss) income and net cash provided by operating activities, respectively.

Previous wording

For the three months ended September 30, 2025, net income attributable to Matador shareholders decreased $71.9 million to $176.4 million, as compared to $248.3 million for the three months ended September 30, 2024. The decrease in net income attributable to Matador shareholders primarily resulted from a $62.5 million increase in depletion, depreciation and amortization expenses, a $20.7 million increase in lease operating expenses, a $14.5 million increase in interest expense and lower realized oil prices for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. These decreases were partially offset by a $26.2 million decrease in the income tax provision, which was primarily due to the enactment of the OBBBA, increased oil and natural gas production and higher realized natural gas prices for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024.

Current wording

For the three months ended March 31, 2026, we reported a net loss attributable to Matador shareholders of $35.9 million, as compared to net income of $240.1 million for the three months ended March 31, 2025. The decrease in net income attributable to Matador shareholders primarily resulted from a $255.5 million unrealized loss on derivatives for the three months ended March 31, 2026, as compared to a $5.1 million unrealized gain on derivatives for the three months ended March 31, 2025, combined with lower realized natural gas prices for the comparative periods. These decreases were partially offset by an $83.6 million decrease in the income tax provision, which was primarily due to the enactment of the OBBBA, and increased oil and natural gas production for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Previous wording

Adjusted EBITDA, a non-GAAP financial measure, decreased $8.0 million to $566.5 million for the three months ended September 30, 2025, as compared to $574.5 million for the three months ended September 30, 2024. This decrease was primarily attributable to a $20.7 million increase in lease operating expenses, a $14.5 million increase in interest expense and lower realized oil prices for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. These decreases were partially offset by increased oil and natural gas production and higher realized natural gas prices for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024.

Current wording

Adjusted EBITDA, a non-GAAP financial measure, decreased $67.1 million to $577.2 million for the three months ended March 31, 2026, as compared to $644.2 million for the three months ended March 31, 2025. This decrease was primarily attributable to lower realized natural gas prices for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, partially offset by increased oil and natural gas production for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Previous wording

From time to time, we enter into off-balance sheet arrangements and transactions that can give rise to material off-balance sheet obligations. As of September 30, 2025, the material off-balance sheet arrangements and transactions that we have entered into include (i) non-operated drilling commitments, (ii) firm gathering, transportation, processing, fractionation, sales and disposal commitments and (iii) contractual obligations for which the ultimate settlement amounts are not fixed and determinable, such as derivative contracts that are sensitive to future changes in commodity prices or interest rates, gathering, treating, transportation and disposal commitments on uncertain volumes of future throughput, open delivery commitments and indemnification obligations following certain divestitures. Other than the off-balance sheet arrangements described above, we have no transactions, arrangements or other relationships with unconsolidated entities or other persons that are reasonably likely to materially affect our liquidity or availability of or requirements for capital resources. See “—Obligations and Commitments” below and Note 10 to the interim unaudited condensed consolidated financial statements in this Quarterly Report for more information regarding our off-balance sheet arrangements. Such information is incorporated herein by reference.

Current wording

From time to time, we enter into off-balance sheet arrangements and transactions that can give rise to material off-balance sheet obligations. As of March 31, 2026, the material off-balance sheet arrangements and transactions that we have entered into include (i) non-operated drilling commitments, (ii) firm gathering, transportation, processing, fractionation, sales and disposal commitments and (iii) contractual obligations for which the ultimate settlement amounts are not fixed and determinable, such as derivative contracts that are sensitive to future changes in commodity prices or interest rates, gathering, treating, transportation and disposal commitments on uncertain volumes of future throughput, open delivery commitments and indemnification obligations following certain divestitures. Other than the off-balance sheet arrangements described above, we have no transactions, arrangements or other relationships with unconsolidated entities or other persons that are reasonably likely to materially affect our liquidity or availability of or requirements for capital resources. See “—Obligations and Commitments” below and Note 9, Commitments and Contingencies, in this Quarterly Report for more information regarding our off-balance sheet arrangements. Such information is incorporated herein by reference.

Previous wording

(1)The amounts included in the table above represent principal maturities only. At September 30, 2025, we had $285.0 million in borrowings outstanding under the Credit Agreement and approximately $54.0 million in outstanding letters of credit issued pursuant to the Credit Agreement. The outstanding borrowings under the Credit Agreement mature on March 22, 2029. At September 30, 2025, San Mateo had $815.0 million of borrowings outstanding under the San Mateo Credit Facility and approximately $15.4 million in outstanding letters of credit issued pursuant to the San Mateo Credit Facility. The outstanding borrowings under the San Mateo Credit Facility mature on November 26, 2029. Assuming the amounts outstanding and interest rates of 6.02% and 6.27% respectively, for the Credit Agreement and the San Mateo Credit Facility at September 30, 2025, the interest expense for such facilities is expected to be approximately $17.4 million and $51.8 million, respectively, each year until maturity.

Current wording

(1)The amounts included in the table above represent principal maturities only. At March 31, 2026, we had $185.0 million in borrowings outstanding under the Credit Agreement and approximately $53.8 million in outstanding letters of credit issued pursuant to the Credit Agreement. The outstanding borrowings under the Credit Agreement mature on March 22, 2029. At March 31, 2026, San Mateo had $918.0 million of borrowings outstanding under the San Mateo Credit Facility and approximately $15.4 million in outstanding letters of credit issued pursuant to the San Mateo Credit Facility. The outstanding borrowings under the San Mateo Credit Facility mature on November 26, 2029. Assuming the amounts outstanding and interest rates of 5.43% and 5.67% respectively, for the Credit Agreement and the San Mateo Credit Facility at March 31, 2026, the interest expense for such facilities is expected to be approximately $10.2 million and $52.8 million, respectively, each year until maturity.

Previous wording

(2)The amounts included in the table above represent principal maturities only. Interest expense on the $500.0 million of outstanding 2028 Notes as of September 30, 2025 is expected to be approximately $34.4 million each year until maturity. Interest expense on the $900.0 million of outstanding 2032 Notes as of September 30, 2025 is expected to be approximately $58.5 million each year until maturity. Interest expense on the $750.0 million of outstanding 2033 Notes as of September 30, 2025 is expected to be approximately $46.9 million each year until maturity.

Current wording

(2)The amounts included in the table above represent principal maturities only. Interest expense on the $900.0 million of outstanding 2032 Notes as of March 31, 2026 is expected to be approximately $58.5 million each year until maturity. Interest expense on the $750.0 million of outstanding 2033 Notes as of March 31, 2026 is expected to be approximately $46.9 million each year until maturity. Interest expense on the $750.0 million of outstanding 2034 Notes as of March 31, 2026 is expected to be approximately $45.0 million each year until maturity.

Previous wording

(6)From time to time, we enter into agreements with third parties whereby we commit to deliver anticipated natural gas and oil production and produced water from certain portions of our acreage for transportation, gathering, processing, fractionation, sales and disposal. Certain of these agreements contain minimum volume commitments. If we do not meet the minimum volume commitments under these agreements, we would be required to pay certain deficiency fees. See Note 10 to the interim unaudited condensed consolidated financial statements in this Quarterly Report for more information about these contractual commitments.

Current wording

(6)From time to time, we enter into agreements with third parties whereby we commit to deliver anticipated natural gas and oil production and produced water from certain portions of our acreage for transportation, gathering, processing, fractionation, sales and disposal. Certain of these agreements contain minimum volume commitments, including contracts related to firm transportation on Energy Transfer’s Hugh Brinson Pipeline. If we do not meet the minimum volume commitments under these agreements, we would be required to pay certain deficiency fees. See Note 9, Commitments and Contingencies, in this Quarterly Report for more information about these contractual commitments.