Matador Resources Co (MTDR)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our interim unaudited condensed consolidated financial statements and related notes thereto contained herein and the consolidated financial statements and related notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2026, along with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Annual Report. The Annual Report is accessible on the SEC’s website at www.sec.gov and on our website at www.matadorresources.com. Our discussion and analysis includes forward-looking information that involves risks and uncertainties and should be read in conjunction with the “Risk Factors” section of the Annual Report and the section entitled “Cautionary Note Regarding Forward-Looking Statements” below for information about the risks and uncertainties that could cause our actual results to be materially different than our forward-looking statements.

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.

Cautionary Note Regarding Forward-Looking Statements

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.

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, including the Cardinal Acquisition, the Paloma Acquisition and the Ridge Runner Acquisition (each as defined below); the operating results of and availability of any potential distributions from our joint ventures; weather conditions, environmental conditions and natural disasters; our ability to consummate the Paloma Acquisition and the Ridge Runner Acquisition in the anticipated timeframes or at all; risks related to the satisfaction or waiver of the conditions to closing the Paloma Acquisition and the Ridge Runner Acquisition in the anticipated timeframes or at all; risks related to obtaining the requisite regulatory approvals for the Paloma Acquisition and the Ridge Runner Acquisition; disruption from our acquisitions, including the Cardinal Acquisition, the Paloma Acquisition and the Ridge Runner Acquisition, making it more difficult to maintain business and operational relationships; significant transaction costs associated with our acquisitions, including the Cardinal Acquisition, the Paloma Acquisition and the Ridge Runner Acquisition; evolving cybersecurity risks; the risk of litigation and/or regulatory actions related to our acquisitions, including the Cardinal Acquisition, the Paloma Acquisition and the Ridge Runner Acquisition; 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:

•our business strategy;

•our estimated future reserves and the present value thereof, including whether or not a full-cost ceiling impairment could be realized;

•our cash flows and liquidity;

•the amount, timing and payment of dividends, if any;

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•our financial strategy, budget, projections and operating results;

•the supply and demand of oil, natural gas and NGLs;

•oil, natural gas and NGL prices, including our realized prices thereof;

•the timing and amount of future production of oil and natural gas;

•the availability of drilling and production equipment;

•the availability of oil storage capacity;

•the availability and cost of oil field labor;

•the amount, nature and timing of capital expenditures, including future exploration and development costs;

•the availability and terms of capital;

•our drilling of wells;

•our ability to negotiate and consummate acquisition and divestiture opportunities;

•the integration of acquisitions, including the Cardinal Acquisition, the Paloma Acquisition and the Ridge Runner Acquisition, with our business;

•government regulation and taxation of the oil and natural gas industry;

•tariffs and trade restrictions;

•our marketing of oil and natural gas;

•our exploitation projects or property acquisitions;

•the ability of our midstream business to construct, maintain and operate midstream pipelines and facilities, including the operation of cryogenic natural gas processing plants and the drilling of additional salt water disposal wells;

•the ability of our midstream business to attract third-party volumes;

•our costs of exploiting and developing our properties and conducting other operations;

•general economic conditions;

•competition in the oil and natural gas industry, including in both the exploration and production and midstream segments;

•the effectiveness of our risk management and hedging activities;

•our technology;

•environmental liabilities;

•our initiatives and efforts relating to environmental, social and governance matters;

•counterparty credit risk;

•geopolitical instability and developments in oil-producing and natural gas-producing countries;

•our future operating results;

•the Cardinal Acquisition, the Paloma Acquisition and the Ridge Runner Acquisition, including the anticipated timing and benefits thereof;

•the impact of the One Big Beautiful Bill Act of 2025 (the “OBBBA”); and

•our plans, objectives, expectations and intentions contained in this Quarterly Report or in our other filings with the SEC that are not historical.

Although we believe that the expectations conveyed by the forward-looking statements in this Quarterly Report are reasonable based on information available to us on the date hereof, no assurances can be given as to future results, levels of activity, achievements or financial condition.

You should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results, which may not occur as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described above, as well as others not now anticipated. The impact of any one factor on a particular forward-looking statement is not determinable with certainty as such factors are interdependent upon other factors. The foregoing statements are not exclusive and further information concerning us, including factors that potentially could materially affect our financial results, may emerge from time to time. We undertake no obligation to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements, except as required by law, including the securities laws of the United States and the rules and regulations of the SEC.

Overview

We are an independent energy company engaged in the exploration, development, production and acquisition of oil and natural gas resources in the United States, with an emphasis on oil and natural gas shale and other unconventional plays. Our current operations are focused primarily on the oil and liquids-rich portion of the Wolfcamp and Bone Spring plays in the Delaware Basin in Southeast New Mexico and West Texas. We also have operations in the Haynesville shale and Cotton Valley plays in Northwest Louisiana. Additionally, we conduct midstream operations in support of, and to provide flow assurance for, our exploration, development and production operations and provide natural gas processing, oil transportation services, oil, natural gas and produced water gathering services and produced water disposal services to third parties.

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Second Quarter Highlights

For the three months ended June 30, 2026, our total oil equivalent production was 19.6 million BOE, and our average daily oil equivalent production was 215,631 BOE per day, of which 126,106 Bbl per day, or 58%, was oil and 537.1 MMcf per day, or 42%, was natural gas. Our average daily oil production of 126,106 Bbl per day for the three months ended June 30, 2026 increased 3% year-over-year from 122,875 Bbl per day for the three months ended June 30, 2025. Our average daily natural gas production of 537.1 MMcf per day for the three months ended June 30, 2026 increased 4% year-over-year from 516.8 MMcf per day for the three months ended June 30, 2025. The Delaware Basin contributed 100% of our daily oil production and 97% of our daily natural gas production in each of the second quarters of 2026 and 2025.

For the second quarter of 2026, we reported net income attributable to Matador shareholders of $390.7 million, or $3.15 per diluted common share, on a GAAP basis, as compared to net income attributable to Mat

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Overview

We are an independent energy company founded in July 2003 engaged in the exploration, development, production and acquisition of oil and natural gas resources in the United States, with an emphasis on oil and natural gas shale and other unconventional plays. Our current operations are focused primarily on the oil and liquids-rich portion of the Wolfcamp and Bone Spring plays in the Delaware Basin in Southeast New Mexico and West Texas. We also have operations in the Haynesville shale and Cotton Valley plays in Northwest Louisiana. Additionally, we conduct midstream operations in support of, and to provide flow assurance for, our exploration, development and production operations and provide natural gas processing, oil transportation services, oil, natural gas and produced water gathering services and produced water disposal services to third parties.

2025 Operational Highlights

During the year ended December 31, 2025, we completed and began producing oil and natural gas from 151 gross (121.2 net) operated and 107 gross (8.1 net) horizontal non-operated wells in the Delaware Basin. We did not conduct any operated drilling and completion activities on our leasehold properties in Northwest Louisiana during 2025, although we did participate in the drilling and completion of 12 gross (0.1 net) non-operated Haynesville shale wells that began producing in 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. We were able to achieve D/C/E capital expenditures for 2025 of $1.53 billion, which was within our estimated range for 2025 D/C/E capital expenditures of $1.47 to $1.55 billion, as provided on October 21, 2025.

Substantially all of our 2025 capital expenditures were directed to (i) the further delineation and development of our leasehold position in the Delaware Basin, (ii) the acquisition, construction, installation and maintenance of midstream assets, (iii) our participation in non-operated wells and (iv) the acquisition of additional producing properties, leasehold and mineral interests prospective for the Wolfcamp, Bone Spring and other liquids-rich plays in the Delaware Basin.

Our average daily oil equivalent production for the year ended December 31, 2025 was 207,070 BOE per day, including 119,723 Bbl of oil per day and 524.1 MMcf of natural gas per day, an increase of 21%, as compared to 170,751 BOE per day, including 99,808 Bbl of oil per day and 425.7 MMcf of natural gas per day, for the year ended December 31, 2024. Our average daily oil production in 2025 was 119,723 Bbl of oil per day, an increase of 20%, as compared to 99,808 Bbl of oil per day in 2024. This increase in oil production was primarily a result of our ongoing delineation and development drilling activities in the Delaware Basin. Our average daily natural gas production for the year ended December 31, 2025 was 524.1 MMcf per day, an increase of 23%, as compared to 425.7 MMcf per day in 2024. This increase in natural gas production was primarily attributable to our ongoing delineation and development drilling activities in the Delaware Basin. Oil production comprised 58% of our total production for each of the years ended December 31, 2025 and 2024.

For the year ended December 31, 2025, our oil and natural gas revenues were $3.24 billion, an increase of 3% from oil and natural gas revenues of $3.14 billion for the year ended December 31, 2024. Our oil revenues increased 2% to $2.84 billion,

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as compared to $2.77 billion for the year ended December 31, 2024. The increase in oil revenues resulted from the 20% increase in our oil production noted above, which was partially offset by a 14% decrease in the weighted average oil price realized for the year ended December 31, 2025 to $64.99 per Bbl, as compared to $75.89 per Bbl realized for the year ended December 31, 2024. Our natural gas revenues increased 7% to $398.6 million, as compared to $371.5 million for the year ended December 31, 2024. The increase in natural gas revenues resulted from a 23% increase in natural gas production for the year ended December 31, 2025 noted above, which was partially offset by a decrease in our weighted average realized natural gas price of $2.08 per Mcf in 2025, as compared to $2.38 per Mcf in 2024.

We reported net income attributable to Matador shareholders of approximately $759.2 million, or $6.09 per diluted common share, on a GAAP basis for the year ended December 31, 2025, as compared to a net income of $885.3 million, or $7.14 per diluted common share, for the year ended December 31, 2024. Adjusted EBITDA for the year ended December 31, 2025 was $2.29 billion, as compared to Adjusted EBITDA of $2.30 billion for the year ended December 31, 2024. 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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

At December 31, 2025, our estimated total proved oil and natural gas reserves were 667.0 million BOE, including 376.0 million Bbl of oil and 1.75 Tcf of natural gas, with a Standardized Measure of $6.99 billion and a PV-10 of $8.24 billion. At December 31, 2024, our estimated total proved oil and natural gas reserves were 611.5 million BOE, including 361.8 million Bbl of oil and 1.50 Tcf of natural gas, with a Standardized Measure of $7.38 billion and a PV-10 of $9.23 billion. Our estimated total proved reserves of 667.0 million BOE at December 31, 2025 represented a 9% year-over-year increase, as compared to 611.5 million BOE at December 31, 2024. Our estimated proved oil reserves were 376.0 million Bbl at December 31, 2025, an increase of 4%, as compared to 361.8 million Bbl at December 31, 2024, and our estimated proved natural gas reserves were 1.75 Tcf at December 31, 2025, an increase of 17%, as compared to 1.50 Tcf at December 31, 2024. Proved oil reserves comprised 56% of our total proved reserves at December 31, 2025, as compared to 59% at December 31, 2024. At December 31, 2025, 61% of our total proved reserves were proved developed reserves, as compared to 60% at December 31, 2024. At December 31, 2025, approximately 99% of our total proved oil and natural gas reserves were attributable to our properties in the Delaware Basin.

At both December 31, 2025 and December 31, 2024, these reserves estimates were based on evaluations prepared by our engineering staff and have been audited for their reasonableness and conformance with SEC guidelines by Netherland, Sewell & Associates, Inc., independent reservoir engineers. Standardized Measure represents the present value of estimated future net cash flows from proved reserves, less estimated future development, production, plugging and abandonment costs and income tax expenses, discounted at 10% to reflect the timing of future cash flows. Standardized Measure is not an estimate of the fair market value of our properties. PV-10 is a non-GAAP financial measure. For a reconciliation of PV-10 to Standardized Measure, see “Business—Estimated Proved Reserves.”

2025 Midstream Highlights

San Mateo achieved strong operating results in 2025, highlighted by (i) free cash flow generation, (ii) increased midstream services revenues and (iii) increased natural gas gathering and processing volumes, produced water handling volumes and oil gathering and transportation volumes. San Mateo is owned 51% by us and 49% by our joint venture partner, Five Point.

During the second quarter of 2025, San Mateo completed the expansion of the Marlan Processing Plant by adding a designed inlet capacity of 200 MMcf per day, including a nitrogen rejection unit and additional related facilities. This expansion increased the total capacity of the Marlan Processing Plant to 260 MMcf of natural gas per day.

At December 31, 2025, San Mateo’s midstream system included:

•Natural Gas Assets: 720 MMcf per day of designed natural gas cryogenic processing capacity and approximately 340 miles of natural gas gathering pipelines in Eddy and Lea Counties, New Mexico and Loving County, Texas, including 43 miles of large diameter natural gas gathering lines spanning from the Stateline asset area to the Greater Stebbins Area in Eddy County, New Mexico;

•Oil Assets: three oil CDPs with over 100,000 Bbl of designed oil throughput capacity and approximately 120 miles of oil gathering and transportation pipelines in Eddy County, New Mexico and Loving County, Texas, as well as a 400,000-acre joint development area with Plains to gather our and other producers’ oil production in Eddy County, New Mexico; and

•Produced Water Assets: 16 commercial salt water disposal wells and associated facilities with designed produced water disposal capacity of 475,000 Bbl per day and approximately 195 miles of produced water gathering pipelines in Eddy County, New Mexico and Loving County, Texas.

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2026 Capital Expenditure Budget

We expect that development of our Delaware Basin assets will be the primary focus of our operations and capital expenditures in 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 reflects 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 2026 Delaware Basin operated drilling program is expected to focus on the continued development of our various asset areas, with a continued emphasis on drilling and completing a high percentage of longer horizontal wells.

At December 31, 2025, we had $15.3 million in cash (excluding restricted cash) and $1.80 billion in undrawn borrowing capacity under the Credit Agreement (after giving effect to outstanding letters of credit based upon our elected borrowing commitment of $2.25 billion). 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 in connection with San Mateo. If capital expenditures were to exceed our operating cash flows in 2026, we expect to fund any excess capital expenditures, including for other 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.

We intend to continue evaluating the opportunistic acquisition of producing properties, acreage and mineral interests and midstream assets, principally in the Delaware Basin. Purchase price multiples and per-acre prices can vary significantly based on the asset or prospect. As a result, it is difficult to estimate these capital expenditures with any degree of certainty; therefore, we have not provide

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