Material Agreement - Form 8-K

On March 25, 2024, Matador Resources Company (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC and BofA Securities, Inc., as underwriters (the "Underwriters"), providing for the issuance and sale in an underwritten public offering by the Company of 5,250,000 shares (the "Shares") of its common stock (the "Offering"). The Offering closed on March 28, 2024. Pursuant to the Underwriting Agreement, the Underwriters purchased the Shares from the Company at a price of $65.65 per share.

The offer and sale of the Shares was registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a shelf registration statement on Form S-3(File No. 333-278215)(the "Registration Statement"), which became effective upon filing with the Securities and Exchange Commission (the "SEC") on March 25, 2024.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, including the Company's agreement to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriters may be required to make because of any of those liabilities. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K(this "Current Report") and incorporated herein by reference.