Matador Resources Company

Item 1A. Risk Factors

We are subject to various risks and uncertainties in the course of our business. For a discussion of such risks and uncertainties, please see Item 1A. Risk Factors in the Annual Report. Except as set forth below, there have been no material changes to the risk factors we have disclosed in the Annual Report.

There ha 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 been no material changes to the risk factors we have disclosed in ta material and adverse effect on our business, financial condition, results of operations and cash flows.

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.

Even if the Paloma Acquisition and the Ridge Runner Acquisition are completed, we may be unable to successfully integrate the Annual Report.

acquisitions into our business or achieve the anticipated benefits of the acquisitions.

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:

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;

not realizing anticipated operating synergies; and

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

45

Item 2. Repurchase of Equity by the Company or Affiliates

The following table contains information about our acquisition of equity securities during the quarter ended March 31June 30, 2026:

_________________

(1)During the firstsecond quarter of 2026, the Company re-acquired 68,53719,826 shares of common stock from certain employees in order to satisfy the employees tax liability in connection with the vesting of restricted stock.

(2)In April 2025, the Board authorized the Share Repurchase Program covering up to $400.0 million of common stock. During the firstsecond quarter of 2026, we repurchased 17,702225,000 shares of our common stock under the Share Repurchase Program at a weighted average price of $39.9249.59 per common share for a total cost of $0.711.2 million, excluding accrued excise tax of $0.1 million.