Matador Resources Co

Previous report

The consummation of the Paloma Acquisition and the Ridge Runner Acquisition is subject to a number of conditions that may not be satisfied or completed on a timely basis or at all. Accordingly, there can be no assurance as to when or if either or both of the Paloma Acquisition and the Ridge Runner Acquisition will be completed, and the failure to complete either the Paloma Acquisition or the Ridge Runner Acquisition could have a material and adverse effect on our business, financial condition, results of operations and cash flows.

Previous report

Although we expect to complete the Paloma Acquisition and the Ridge Runner Acquisition in the fourth quarter of 2026, there can be no assurances as to the exact timing of the closings or that either or both of these acquisitions will be completed at all. The consummation of these acquisitions is subject to the satisfaction or waiver of a number of conditions contained in the related purchase agreements. Such conditions, some of which are beyond our control, may not be satisfied or waived in a timely manner or at all and therefore make the completion and timing of the Paloma Acquisition and the Ridge Runner Acquisition uncertain. In addition, the purchase agreements contain certain termination rights for the parties, which if exercised will also result in the applicable acquisition not being consummated. Any such termination or any failure to otherwise complete the Paloma Acquisition or the Ridge Runner Acquisition could result in various consequences, including, among others: our business being adversely impacted by the failure to pursue other beneficial opportunities due to the time and resources committed by our management to the Paloma Acquisition and the Ridge Runner Acquisition, without realizing any of the benefits of completing such acquisitions; being required to pay our legal, accounting and other expenses relating to the Paloma Acquisition and the Ridge Runner Acquisition; the market price of our common stock being adversely impacted to the extent that the current market price reflects a market assumption that the Paloma Acquisition and the Ridge Runner Acquisition will be completed; and negative reactions from the financial markets and customers that may occur if the anticipated benefits of the Paloma Acquisition or the Ridge Runner Acquisition are not realized. Such consequences could materially and adversely affect our business, financial condition, results of operations and cash flows.

Previous report

Even if the Paloma Acquisition and the Ridge Runner Acquisition are completed, we may be unable to successfully integrate the acquisitions into our business or achieve the anticipated benefits of the acquisitions.

Previous report

The success of the Paloma Acquisition and the Ridge Runner Acquisition will depend, in part, on our ability to realize the anticipated benefits and cost savings from integrating the assets and operations of these acquisitions into our business, and there can be no assurance that we will be able to successfully integrate or otherwise realize the anticipated benefits of the Paloma Acquisition or the Ridge Runner Acquisition. Difficulties in integrating these acquisitions into our company and our ability to manage the combined company may result in us performing differently than expected, in operational challenges or in the delay or failure to realize anticipated expense-related efficiencies and could have a material adverse effect on our business, financial condition, results of operations and cash flows. Potential difficulties that may be encountered in the integration process include, among others:

Previous report

•the inability to successfully integrate the acquisitions operationally, in a manner that permits us to achieve the full revenue, expected cash flows and cost savings anticipated from the acquisitions;

Previous report

•not realizing anticipated operating synergies; and

Previous report

•potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the acquisitions.