Stock-Based Compensation

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

NOTE 9 — STOCK-BASED COMPENSATION

In 2019, the Board adopted and shareholders approved the 2019 Incentive Plan. In 2022, the Board adopted and shareholders approved the first amendment to the 2019 Incentive Plan authorizing an additional 3,725,000 shares of common stock for issuance to employees, directors, contractors or advisors of the Company. As of December 31, 2025, the 2019 Incentive Plan provided for a maximum of 2,902,512 shares of common stock in the aggregate that may be issued pursuant to grants of options, restricted stock, stock appreciation rights, restricted stock units or other performance award grants. The persons eligible to receive awards under the 2019 Incentive Plan include employees, directors, contractors or advisors of the Company. The primary purpose of the 2019 Incentive Plan is to attract and retain key employees, directors, contractors or advisors of the Company.

The 2019 Incentive Plan is administered by the independent members of the Board, who, upon recommendation of the Strategic Planning and Compensation Committee of the Board, determine the number of options, restricted shares or other awards to be granted, the effective dates, the terms of the grants and the vesting periods. The Company typically uses newly issued shares of common stock to satisfy option exercises or restricted share grants.

During the years ended December 31, 2025, 2024 and 2023, the Company granted both equity-based and liability-based awards under the 2019 Incentive Plan. The fair value of equity-based awards is fixed at the grant date, while the fair value of liability-based awards is remeasured at each reporting period.

Employee Stock Purchase Plan (“ESPP”)

In 2022, the Board adopted and shareholders approved an ESPP, which authorizes a maximum of 4.0 million shares of common stock to be purchased. The purpose of the ESPP is to encourage and enable the Company’s eligible employees to acquire an interest in the Company through the ownership of common stock. At December 31, 2025, the Company had 3,833,110 remaining shares available for issuance under the ESPP.

Restricted Stock, Restricted Stock Units and Common Stock

The Company has granted stock, restricted stock and restricted stock unit awards to employees, consultants, outside directors and advisors of the Company under the 2019 Incentive Plan. The stock and restricted stock are issued upon grant, with the restrictions, if any, being removed upon vesting. The equity-based restricted stock units are issued upon vesting, unless the recipient makes an election to defer issuance for a set term after vesting. Liability-based restricted stock units are settled in cash upon vesting. Restricted stock and restricted stock units granted in 2025, 2024 and 2023 were service-based awards, which will settle in cash or equity, and vest over a one-year to three-year period. Performance-based restricted stock units granted in 2025 and 2024 vest in an amount between zero and 200% of the target units granted based on the Company’s relative total shareholder return over the three-year periods ending December 31, 2027 and 2026, respectively, as compared to a designated peer group, and will be settled in equity.

Equity-Based

A summary of the non-vested equity-based restricted stock and restricted stock units as of December 31, 2025 is presented below (in thousands, except fair value).


	Restricted Stock			Restricted Stock Units

	Service Based				Service Based			Performance Based
Non-vested restricted stock and restricted stock units	Shares	Weighted average fair value			Shares	Weighted average fair value		Shares	Weighted average fair value
Non-vested at December 31, 2024	701	$	51.26		23	$	59.21	501	$	70.65
Granted	380	$	51.58		38	$	49.42	363	$	62.41
Vested(1)	(196)	$	51.30		(24)	$	59.31	(179)	$	65.49
Forfeited	(55)	$	50.88		—	$	—	(55)	$	66.32
Non-vested at December 31, 2025	830	$	51.42		37	$	49.02	630	$	67.85

__________________

(1)On January 6, 2026 upon certification by the Board, 106,500 of the performance-based awards that were granted in 2023 vested. The vested units earned 58% for each vested award representing 61,770 aggregate shares of common stock, which were issued on January 6, 2026.

Liability-Based

A summary of the non-vested liability-based restricted stock units as of December 31, 2025 is presented below (in thousands).



Non-vested restricted stock units																														Shares
Non-vested at December 31, 2024																														494
Granted																														474
Vested																														(221)
Forfeited																														(32)
Non-vested at December 31, 2025																														715

During the years ended December 31, 2025, 2024 and 2023, the Company settled 220,669, 222,948 and 378,852 liability-based awards, respectively, for $11.2 million, $13.4 million and $20.5 million in cash, respectively.

At December 31, 2025, the aggregate intrinsic value for the restricted stock and restricted stock units outstanding was $94.7 million, of which $30.6 million is expected to be settled in cash as calculated based on the maximum number of shares of

restricted stock units vesting, based on the closing price of Matador’s common stock on the appropriate date under the 2019 Incentive Plan.

At December 31, 2025, the total remaining unrecognized compensation expense related to unvested restricted stock and restricted stock units was approximately $67.5 million, of which $21.1 million is expected to be settled in cash. In accordance with the 2019 Incentive Plan, cash settlements are valued on the closing price of Matador’s common stock on the trading day prior to vesting. The weighted average remaining requisite service period (vesting period) of all non-vested restricted stock and restricted stock units was 1.8 years.

The fair value of restricted stock and restricted stock units vested during 2025, 2024 and 2023 was $41.0 million, $29.4 million and $64.8 million, respectively.

Summary

During the years ended December 31, 2025, 2024 and 2023, the total expense attributable to restricted stock and restricted stock units was $39.8 million, $37.3 million and $33.0 million, respectively. During the years ended December 31, 2025, 2024 and 2023, the Company capitalized $13.3 million, $11.8 million and $7.4 million, respectively, related to stock-based compensation and expensed the remaining $26.5 million, $25.5 million and $25.6 million, respectively.

The total tax benefit recognized for all stock-based compensation was $8.5 million, $8.0 million and $7.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.