Gulfport Energy Corp 10-Q for FY2026 Q1
Gulfport Energy Corp (GPOR)
10-Q
2026-05-06
For: 2026-03-31
View Original
Added on
May 06, 2026
About this 10-Q
Gulfport Energy Corp filed this 10-Q on May 6, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $437.53M
- up 122.1% from $197.03M a year earlier
- Net income
- $165.82M
- compared with a net loss of $464K a year earlier
- Diluted EPS
- $8.87
- compared with -$0.07 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the quarterly period ended March 31, 2026
OR
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number 001-19514
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S Employer Identification Number) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(405 ) 252-4600
(Registrant telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ý No ¨
As of April 29, 2026, 17,969,641 shares of the registrant’s common stock were outstanding.
GULFPORT ENERGY CORPORATION
TABLE OF CONTENTS
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| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
i
DEFINITIONS
| Unless the context otherwise indicates, references to “us,” “we,” “our,” “ours,” “Gulfport,” the “Company” and “Registrant” refer to Gulfport Energy Corporation and its consolidated subsidiaries. All monetary values, other than per unit and per share amounts, are stated in thousands of U.S. dollars unless otherwise specified. In addition, the following are other abbreviations and definitions of certain terms used within this Quarterly Report on Form 10-Q: | ||
2026 Senior Notes. 8.00% Senior Notes due May 17, 2026. | ||
2029 Senior Notes. 6.75% Senior Notes due September 1, 2029. | ||
2029 Senior Notes Indenture. Indenture dated September 13, 2024 between Gulfport Operating, UMB Bank, National Association, as trustee, and the guarantors party thereto. | ||
ASC. Accounting Standards Codification. | ||
ASU. Accounting Standards Update. | ||
Bankruptcy Code. Chapter 11 of Title 11 of the United States Code. | ||
Bankruptcy Court. The United States Bankruptcy Court for the Southern District of Texas. | ||
Bbl. One stock tank barrel, or 42 U.S. gallons liquid volume, used herein in reference to crude oil or other liquid hydrocarbons. | ||
Board of Directors (Board). The board of directors of Gulfport Energy Corporation. | ||
Bps. Basis points. | ||
Btu. British thermal unit, which represents the amount of energy needed to heat one pound of water by one degree Fahrenheit and can be used to describe the energy content of fuels. | ||
CODM. Chief Operating Decision Maker. | ||
Completion. The process of treating a drilled well followed by the installation of permanent equipment for the production of natural gas, oil and NGL. | ||
Credit Facility. The Third Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. as administrative agent and various lender parties, providing for a senior secured reserve-based revolving credit facility effective as of October 14, 2021, as amended most recently by the Borrowing Base Reaffirmation Agreement and Fifth Amendment to Credit Agreement dated October 30, 2025. | ||
DD&A. Depreciation, depletion and amortization. | ||
Emergence Date. Gulfport filed for voluntary reorganization under Chapter 11 of the Bankruptcy Code on November 13, 2020, and subsequently operated as a debtor-in-possession, in accordance with applicable provisions of the Bankruptcy Code, until its emergence on May 17, 2021. | ||
FASB. Financial Accounting Standards Board. | ||
GAAP. Accounting principles generally accepted in the United States of America. | ||
Gross Acres or Gross Wells. Refers to the total acres or wells in which a working interest is owned. | ||
Guarantors. All existing consolidated subsidiaries that guarantee the Company's Credit Facility or certain other debt. | ||
Gulfport Operating. Gulfport Energy Operating Corporation. | ||
Incentive Plan. Gulfport Energy Corporation 2021 Stock Incentive Plan, effective on the Emergence Date. | ||
LOE. Lease operating expenses. | ||
Marcellus. Refers to the Marcellus Play that includes the hydrocarbon bearing rock formations commonly referred to as the Marcellus formation located in the Appalachian Basin of the United States and Canada. Our acreage is located primarily in Belmont, Jefferson and Monroe Counties in eastern Ohio. | ||
MBbl. One thousand barrels of crude oil, condensate or natural gas liquids. | ||
Mcf. One thousand cubic feet of natural gas. | ||
Mcfe. One thousand cubic feet of natural gas equivalent, with one barrel of NGL and crude oil being equivalent to 6,000 cubic feet of natural gas. | ||
1
MMBtu. One million British thermal units. | ||
MMcf. One million cubic feet of natural gas. | ||
MMcfe. One million cubic feet of natural gas equivalent, with one barrel of NGL and crude oil being equivalent to 6,000 cubic feet of natural gas. | ||
Natural Gas Liquids (NGL). Hydrocarbons in natural gas that are separated from the gas as liquids through the process of absorption, condensation, adsorption or other methods in gas processing or cycling plants. Natural gas liquids primarily include ethane, propane, butane, isobutene, pentane, hexane and natural gasoline. | ||
Net Acres or Net Wells. Refers to the sum of fractional working interests owned in gross acres or gross wells. | ||
NYMEX. New York Mercantile Exchange. | ||
Parent. Gulfport Energy Corporation. | ||
Repurchase Program. A stock repurchase program to acquire up to $1.5 billion of Gulfport's outstanding common stock. It is authorized to extend through December 31, 2026, and may be suspended from time to time, modified, extended or discontinued by the Board of Directors at any time. | ||
RTSR. Relative total shareholder return. | ||
SCOOP. Refers to the South Central Oklahoma Oil Province, a term used to describe a defined area that encompasses many of the top hydrocarbon producing counties in Oklahoma within the Anadarko basin. The SCOOP Play mainly targets the Devonian to Mississippian aged Woodford, Sycamore and Springer formations. Our acreage is primarily in Garvin, Grady and Stephens Counties. | ||
SEC. The United States Securities and Exchange Commission. | ||
SOFR. Secured Overnight Financing Rate. | ||
TSR. Total shareholder return. | ||
Utica. Refers to the Utica Play that includes the hydrocarbon bearing rock formations commonly referred to as the Utica formation located in the Appalachian Basin of the United States and Canada. Our acreage is located primarily in Belmont, Harrison, Jefferson and Monroe Counties in eastern Ohio. | ||
Working Interest (WI). The operating interest which gives the owner the right to drill, produce and conduct operating activities on the property and a share of production. | ||
WTI. Refers to West Texas Intermediate. | ||
2
Cautionary Note Regarding Forward-Looking Statements
This Form 10-Q may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements. All statements, other than statements of historical facts, included in this Form 10-Q that address activities, events or developments that we expect or anticipate will or may occur in the future, including the expected impact of U.S. trade policy and its impact on broader economic conditions, the war in Ukraine and the conflict in the Middle East on our business, our industry and the global economy, estimated future production and net revenues from oil and gas reserves and the present value thereof, future capital expenditures (including the amount and nature thereof), share repurchases, business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters and other such matters are forward-looking statements.
These forward-looking statements are largely based on our expectations and beliefs concerning future events, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control.
Although we believe our estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management's assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this Form 10-Q are not guarantees of future performance, and we cannot assure any reader that those statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to the factors listed in Item 1A. “Risk Factors” and Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 and elsewhere in this Form 10-Q. All forward-looking statements speak only as of the date of this Form 10-Q.
All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.
Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.
We may use the Investors section of our website (www.gulfportenergy.com) to communicate with investors. It is possible that the financial and other information posted there could be deemed to be material information. The information on our website is not part of this Quarterly Report on Form 10-Q.
3
GULFPORT ENERGY CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
| March 31, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable—oil, natural gas, and natural gas liquids sales | |||||||||||
| Accounts receivable—joint interest and other | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Short-term derivative instruments | |||||||||||
| Total current assets | |||||||||||
| Property and equipment: | |||||||||||
| Oil and natural gas properties, full-cost method | |||||||||||
| Proved oil and natural gas properties | |||||||||||
| Unproved properties | |||||||||||
| Other property and equipment | |||||||||||
| Total property and equipment | |||||||||||
| Less: accumulated depletion, depreciation and amortization | ( | ( | |||||||||
| Total property and equipment, net | |||||||||||
| Other assets: | |||||||||||
| Long-term derivative instruments | |||||||||||
| Deferred tax asset | |||||||||||
| Operating lease assets | |||||||||||
| Other assets | |||||||||||
| Total other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities, Mezzanine Equity and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
| Short-term derivative instruments | |||||||||||
| Current portion of operating lease liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Non-current liabilities: | |||||||||||
| Long-term derivative instruments | |||||||||||
| Asset retirement obligation | |||||||||||
| Non-current operating lease liabilities | |||||||||||
| Long-term debt | |||||||||||
| Total non-current liabilities | |||||||||||
| Total liabilities | $ | $ | |||||||||
| Commitments and contingencies (Note 9) | |||||||||||
| Mezzanine equity: | |||||||||||
Preferred stock - $ | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock - $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
Treasury stock, at cost - | ( | ||||||||||
| Total stockholders’ equity | $ | $ | |||||||||
| Total liabilities, mezzanine equity and stockholders’ equity | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
4
GULFPORT ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | ||||||||||
| REVENUES: | |||||||||||
| Natural gas sales | $ | $ | |||||||||
| Oil and condensate sales | |||||||||||
| Natural gas liquid sales | |||||||||||
| Net loss on natural gas, oil and NGL derivatives | ( | ( | |||||||||
| Total revenues | |||||||||||
| OPERATING EXPENSES: | |||||||||||
| Lease operating expenses | |||||||||||
| Taxes other than income | |||||||||||
| Transportation, gathering, processing and compression | |||||||||||
| Depreciation, depletion and amortization | |||||||||||
| General and administrative expenses | |||||||||||
| Accretion expense | |||||||||||
| Total operating expenses | |||||||||||
| INCOME FROM OPERATIONS | |||||||||||
| OTHER EXPENSE (INCOME): | |||||||||||
| Interest expense | |||||||||||
| Other, net | ( | ||||||||||
| Total other expense (income) | |||||||||||
| INCOME (LOSS) BEFORE INCOME TAXES | ( | ||||||||||
| INCOME TAX EXPENSE (BENEFIT): | |||||||||||
| Current | ( | ||||||||||
| Deferred | ( | ||||||||||
| Total income tax expense (benefit) | ( | ||||||||||
| NET INCOME (LOSS) | $ | $ | ( | ||||||||
| Dividends on preferred stock | ( | ||||||||||
| Participating securities - preferred stock | |||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | $ | ( | ||||||||
| NET INCOME (LOSS) PER COMMON SHARE: | |||||||||||
| Basic | $ | $ | ( | ||||||||
| Diluted | $ | $ | ( | ||||||||
| Weighted average common shares outstanding—Basic | |||||||||||
| Weighted average common shares outstanding—Diluted | |||||||||||
See accompanying notes to consolidated financial statements.
5
GULFPORT ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
(Unaudited)
| Common Stock | Treasury Stock | Paid-in Capital | Retained Earnings | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Conversion of preferred stock | — | — | — | ||||||||||||||||||||||||||||||||
| Stock compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Repurchase of common stock under Repurchase Program | ( | — | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of share-based awards | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Common stock withheld for income taxes on share-based awards | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Dividends on preferred stock | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Paid-in Capital | Retained Earnings | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock compensation | — | — | — | ( | |||||||||||||||||||||||||||||||
| Repurchase of common stock under Repurchase Program | ( | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of share-based awards | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Common stock withheld for income taxes on share-based awards | ( | — | — | ( | ( | ( | |||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
6
GULFPORT ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Depletion, depreciation and amortization | |||||||||||
| Net loss on derivative instruments | |||||||||||
| Net cash payments on settled derivative instruments | ( | ( | |||||||||
| Deferred income tax expense (benefit) | ( | ||||||||||
| Stock-based compensation expense | |||||||||||
| Other, net | |||||||||||
| Changes in operating assets and liabilities, net | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Additions to oil and natural gas properties | ( | ( | |||||||||
| Other, net | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Principal payments on Credit Facility | ( | ( | |||||||||
| Borrowings on Credit Facility | |||||||||||
| Dividends on preferred stock | ( | ||||||||||
| Repurchase of common stock under Repurchase Program | ( | ( | |||||||||
| Repurchase of common stock under Repurchase Program - related party | ( | ||||||||||
| Shares exchanged for tax withholdings | ( | ( | |||||||||
| Other | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net change in cash and cash equivalents | |||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
7
GULFPORT ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Company
Gulfport Energy Corporation (the “Company” or “Gulfport”) is an independent natural gas-weighted exploration and production company focused on the exploration, acquisition and production of natural gas, crude oil and NGL in the United States with primary focus in the Appalachia and Anadarko basins. The Company's principal properties are located in eastern Ohio targeting the Utica and Marcellus and in central Oklahoma targeting the SCOOP Woodford and Springer formations.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Gulfport were prepared in accordance with GAAP and the rules and regulations of the SEC.
This Quarterly Report on Form 10-Q (this “Form 10-Q”) relates to the financial position as of March 31, 2026, the results of operations for the three months ended March 31, 2026 and 2025 and the cash flows for three months ended March 31, 2026 and 2025. The Company's annual report on Form 10-K for the year ended December 31, 2025, should be read in conjunction with this Form 10-Q. The accompanying unaudited consolidated financial statements reflect all normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of our condensed consolidated financial statements and accompanying notes and include the accounts of our wholly-owned subsidiaries. Intercompany accounts and balances have been eliminated. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact that the adoption of this accounting standard will have on its financial disclosures.
Reclassification
Certain reclassifications have been made to prior period financial statements and related disclosures to conform to current period presentation. These reclassifications have no impact on previous reported total assets, total liabilities, net income or total operating cash flows.
8
Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consisted of the following (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Revenue payable and suspense | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued transportation, gathering, processing and compression | |||||||||||
| Accrued capital expenditures | |||||||||||
| Other accrued liabilities | |||||||||||
| Total accounts payable and accrued liabilities | $ | $ | |||||||||
Supplemental Cash Flow and Non-Cash Information (in thousands)
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | ||||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Interest payments, net of amounts capitalized | $ | $ | |||||||||
| Changes in operating assets and liabilities, net: | |||||||||||
| Accounts receivable - oil, natural gas and natural gas liquid sales | $ | $ | ( | ||||||||
| Accounts receivable - joint interest and other | ( | ( | |||||||||
| Accounts payable and accrued liabilities | ( | ( | |||||||||
| Prepaid expenses | |||||||||||
| Other assets | ( | ( | |||||||||
| Total changes in operating assets and liabilities, net | $ | $ | ( | ||||||||
| Supplemental disclosure of non-cash transactions: | |||||||||||
| Capitalized stock-based compensation | $ | $ | |||||||||
| Asset retirement obligation capitalized | |||||||||||
| Asset retirement obligation removed due to settlements | ( | ( | |||||||||
2.SEGMENT INFORMATION
The Company's assets and operations consist of one reportable segment with all revenues, operating expenses and assets attributable to this segment reflected in the consolidated financial statements. The Company derives its revenue from the sale of natural gas, oil and condensate and NGL produced from its oil and natural gas properties located in the United States.
Prior to the formation of the Office of the Chairman as discussed below, the CODM of the Company was its Chief Executive Officer. On March 6, 2026, the President, Chief Executive Officer (“CEO”) and Director, elected to depart the Company and resigned from the Board of Directors, effective immediately. Following the departure, the Board of Directors established an Office of the Chairman to assume executive oversight while the Company conducts a search for a permanent CEO. The Office of the Chairman is led by our Chairman of the Board and also includes the Chief Financial Officer, Chief Operating Officer and Chief Legal and Administrative Officer. The Office of the Chairman acts collectively as the CODM. The CODM is responsible for assessing performance and allocating resources on an entity-wide basis. The CODM evaluates performance and allocates resources based on net income (loss), which is reported on the consolidated statement of operations.
The measure of segment assets is reported on the consolidated balance sheets as “total assets”.
9
The following table presents selected financial information with respect to the Company's one operating segment (in thousands):
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | ||||||||||
| Total revenues | $ | $ | |||||||||
| Significant segment expenses | |||||||||||
| Lease operating expenses | |||||||||||
| Taxes other than income | |||||||||||
| Transportation, gathering, processing and compression | |||||||||||
| Depreciation, depletion, and amortization | |||||||||||
| General and administrative | |||||||||||
| Interest expense | |||||||||||
Other segment expenses(1) | ( | ||||||||||
| Income tax expense (benefit) | ( | ||||||||||
| Total significant segment expenses | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
Capital expenditures(2) | $ | $ | |||||||||
(1) Other segment expenses include “Accretion expense” and “Other, net” from the consolidated statements of operations.
(2) Capital expenditures include capitalized general and administrative costs and capitalized interest expense.
3.PROPERTY AND EQUIPMENT
The major categories of property and equipment and related accumulated DD&A are as follows (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Proved oil and natural gas properties | $ | $ | |||||||||
| Unproved properties | |||||||||||
| Other depreciable property and equipment | |||||||||||
| Land | |||||||||||
| Total property and equipment | |||||||||||
| Accumulated DD&A | ( | ( | |||||||||
| Property and equipment, net | $ | $ | |||||||||
Oil and Natural Gas Properties
Under the full cost method of accounting, the Company is required to perform a ceiling test each quarter. The test determines a limit, or ceiling, on the book value of the Company's oil and natural gas properties. At March 31, 2026 and 2025, the net book value of the Company's oil and gas properties was below the calculated ceiling. As a result, the Company did not
General and administrative costs capitalized to the full cost pool represent management’s estimate of costs incurred directly related to exploration and development activities such as geological and other administrative costs associated with overseeing the exploration and development activities. All general and administrative costs not directly associated with exploration and development activities are charged to expense as they are incurred. Capitalized general and administrative costs were approximately $5.5 million and $6.2 million for the three months ended March 31, 2026 and 2025, respectively.
The Company evaluates the costs excluded from its amortization calculation at least annually. Individually insignificant unevaluated properties are grouped for evaluation and periodically transferred to evaluated properties over a timeframe consistent with their expected development schedule.
10
The following table summarizes the Company’s non-producing properties excluded from amortization by area (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Utica & Marcellus | $ | $ | |||||||||
| SCOOP | |||||||||||
| Total unproved properties | $ | $ | |||||||||
Asset Retirement Obligation
The following table provides a reconciliation of the Company’s asset retirement obligation (in thousands):
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | ||||||||||
| Asset retirement obligation, beginning of period | $ | $ | |||||||||
| Liabilities incurred | |||||||||||
| Liabilities settled and divested | ( | ( | |||||||||
| Accretion expense | |||||||||||
| Total asset retirement obligation, end of period | $ | $ | |||||||||
4.LONG-TERM DEBT
Long-term debt consisted of the following items (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| $ | $ | ||||||||||
| Credit Facility due 2028 | |||||||||||
| Net unamortized debt issuance costs | ( | ( | |||||||||
| Total debt, net | |||||||||||
| Less: current maturities of long-term debt | |||||||||||
| Total long-term debt, net | $ | $ | |||||||||
Senior Notes
In September 2024, Gulfport Operating completed a private offering of $650.0 million aggregate principal amount of 6.75 % senior notes due September 1, 2029. The 2029 Senior Notes are guaranteed on a senior unsecured basis by the Company and each of the Company's subsidiaries that guarantee the Credit Facility. Interest on the 2029 Senior Notes is payable semi-annually, on March 1 and September 1 of each year.
The 2029 Senior Notes were issued under the 2029 Senior Notes Indenture, dated as of September 13, 2024, by and among Gulfport Operating, UMB Bank, National Association, as trustee, and the Guarantors.
The 2029 Senior Notes Indenture contains covenants limiting Gulfport Operating’s and its restricted subsidiaries’ ability to incur additional indebtedness, make restricted payments, and engage in certain other transactions, subject to exceptions and qualifications. Certain covenants will be suspended if the 2029 Senior Notes achieve investment grade ratings.
The net proceeds from the 2029 Senior Notes offering, together with cash on hand were used to purchase and retire $524.3 million of its 2026 Senior Notes in a tender offer and repay a portion of the Company's outstanding borrowings under the Credit Facility. The tender offer resulted in a $13.4 million loss on debt extinguishment in 2024. In May 2025, the Company redeemed the remaining balance of its 2026 Senior Notes, at par for $25.7 million. No additional fees or penalties were incurred as a result of the early redemption.
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Credit Facility
The Company maintains a senior secured reserve-based revolving credit facility under its Third Amended and Restated Credit Agreement, as amended most recently by the Borrowing Base Reaffirmation Agreement and Fifth Amendment to Credit Agreement (the “Fifth Amendment”) dated October 30, 2025. The facility provides for a borrowing base of $1.1 billion and aggregate elected commitments of $1.0 billion. The facility matures on September 12, 2028, is secured by substantially all of the Company’s assets and is guaranteed by the Company's material domestic subsidiaries. Borrowings under the facility bear interest, at the Company’s election, at a rate equal to either the SOFR benchmark plus an applicable margin ranging from 2.25 % to 3.25 % per annum or a base rate plus an applicable margin ranging from 1.25 % to 2.25 % per annum, in each case based on borrowing base utilization. The Company also pays a commitment fee ranging from 0.375 % to 0.50 % per annum on the average daily unused portion of the elected commitments. The credit agreement contains customary affirmative and negative covenants, including financial covenants requiring the Company to maintain a net funded leverage ratio of not more than 3.50 to 1.00 and a current ratio of at least 1.00 to 1.00, measured as of the last day of each fiscal quarter.
As of March 31, 2026, the Company had $182.0 million outstanding borrowings under the Credit Facility, $48.7 million in letters of credit outstanding and was in compliance with all covenants under the credit agreement.
For the three months ended March 31, 2026 and 2025, the Credit Facility bore interest at a weighted average rate of 6.30 % and 6.79 %, respectively.
The borrowing base is redetermined semiannually on or around May 1 and November 1 of each year.
Capitalization of Interest
The Company capitalized $1.4 million and $1.4 million in interest expense for the three months ended March 31, 2026 and 2025, respectively.
Fair Value of Debt
At March 31, 2026, the carrying value of the outstanding debt represented by the 2029 Senior Notes was approximately $641.7 million. Based on the quoted market prices (Level 1), the fair value of the 2029 Senior Notes was determined to be approximately $665.3 million at March 31, 2026.
5.MEZZANINE EQUITY
The Company's amended and restated certificate of incorporation provides for, among other things, the designation of 110,000 shares of preferred stock, with a par value of $0.0001 per share and a liquidation preference of $1,000 per share (the “Liquidation Preference”). The Company previously issued 55,000 shares of Series A Convertible Preferred Stock (“preferred stock”) in May 2021.
2025 Conversions and Redemption
On August 5, 2025, Gulfport issued a notice of redemption for its preferred stock for cash. During the period between the date of the notice of redemption and September 5, 2025 (the “Redemption Date”), 28,907 shares of preferred stock were converted into approximately 2.1 million shares of common stock and reclassified from mezzanine equity to stockholders' equity. On the Redemption Date, the Company redeemed the remaining 2,449 shares of preferred stock for cash totaling $31.3 million, incurring an additional $1.1 million of direct transaction costs. The excess of the cash settlement and direct transaction-related costs over the carrying value of the redeemed shares of preferred stock, totaling approximately $29.9 million, was treated as a deemed dividend and recorded as a reduction to retained earnings.
Dividends and Conversions
Following the 2025 conversions and redemption, no preferred stock remained outstanding. As a result, the Company reported no mezzanine equity as March 31, 2026, and no activity related to preferred stock occurred during the three months ended March 31, 2026. The Company paid $0.9 million of cash dividends to holders of its preferred stock during the three months ended March 31, 2025.
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The following table summarizes activity of the Company's preferred stock:
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | ||||||||||
| Preferred stock, beginning of period | |||||||||||
| Conversion of preferred stock | ( | ||||||||||
| Preferred stock, end of period | |||||||||||
6.EQUITY
Share Repurchase Program
In November 2021 the Company's Board of Directors approved the Repurchase Program to acquire up to $100 million of common stock, which has subsequently been increased to $1.5 billion, including the cash redemption of preferred stock noted previously, and extended through December 31, 2026. Purchases under the Repurchase Program may be made from time to time in open market or privately negotiated transactions, and will be subject to available liquidity, market conditions, credit agreement restrictions, applicable legal requirements, contractual obligations and other factors. The Repurchase Program does not require the Company to acquire any specific number of shares of common stock. The Company intends to purchase shares under the Repurchase Program with available funds while maintaining sufficient liquidity to fund its capital development program. The Repurchase Program may be suspended from time to time, modified, extended or discontinued by the Board of Directors at any time.
The following table summarizes activity under the Repurchase Program (dollar value of shares purchased shown in thousands):
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | ||||||||||
| Total number of shares purchased | |||||||||||
| Dollar value of shares purchased | $ | $ | |||||||||
| Average price paid per share | $ | $ | |||||||||
As of March 31, 2026, the Company has repurchased 8.2 million shares for approximately $1.1 billion at a weighted average price of $133.02 per share since the inception of the Repurchase Program.
7.STOCK-BASED COMPENSATION
In May 2021, the Board of Directors adopted the Incentive Plan with a share reserve equal to 2.8 million shares of common stock. The Incentive Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, dividend equivalents and performance awards or any combination of the foregoing.
The Company has granted both restricted stock units and performance vesting restricted stock units to employees and directors pursuant to the Incentive Plan, as discussed below. During the three months ended March 31, 2026 and 2025, the Company's stock-based compensation expense was $0.3 million and $4.5 million, of which the Company capitalized $0.1 million and $1.5 million, respectively, relating to its exploration and development efforts. Stock compensation expense, net of the amounts capitalized, is included in general and administrative expenses in the accompanying consolidated statements of operations. As of March 31, 2026, the Company has awarded an aggregate of approximately 581,304 restricted stock units and approximately 649,105 performance vesting restricted stock units under the Incentive Plan.
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The following tables summarize activity for the three months ended March 31, 2026 and 2025:
| Number of Unvested Restricted Stock Units | Weighted Average Grant Date Fair Value | Number of Unvested Performance Vesting Restricted Stock Units | Weighted Average Grant Date Fair Value | ||||||||||||||||||||
| Unvested shares as of January 1, 2026 | $ | $ | |||||||||||||||||||||
Granted(1) | |||||||||||||||||||||||
| Vested | ( | ( | |||||||||||||||||||||
Forfeited/canceled(2) | ( | ( | |||||||||||||||||||||
| Unvested shares as of March 31, 2026 | $ | $ | |||||||||||||||||||||
_____________________
(1) The table includes the impacts of performance share units granted in a prior year that vested higher than 100% of target due to the Company's absolute TSR performance and RTSR performance compared to peers.
(2) The forfeited/canceled amounts include the forfeiture of unvested equity awards in connection with the departure of the Company’s Chief Executive Officer, totaling 25,806 restricted stock units and 64,216 performance vesting restricted stock units.
| Number of Unvested Restricted Stock Units | Weighted Average Grant Date Fair Value | Number of Unvested Performance Vesting Restricted Stock Units | Weighted Average Grant Date Fair Value | ||||||||||||||||||||
| Unvested shares as of January 1, 2025 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested | ( | ||||||||||||||||||||||
| Forfeited/canceled | ( | ||||||||||||||||||||||
| Unvested shares as of March 31, 2025 | $ | $ | |||||||||||||||||||||
The aggregate fair value of share-based awards that vested during the three months ended March 31, 2026 and 2025, were approximately $43.2 million and $7.0 million, respectively, based on the stock price at the time of vesting.
Restricted Stock Units
Restricted stock units awarded under the Incentive Plan generally vest over a period of 3 years in the case of employees and 1 or 3 years in the case of directors upon the recipient meeting applicable service requirements. Stock-based compensation expense is recorded ratably over the service period. The grant date fair value of restricted stock units represents the closing market price of the Company's common stock on the date of the grant. Unrecognized compensation expense as of March 31, 2026, was $18.7 million. The expense is expected to be recognized over a weighted average period of 2.35 years.
Performance Vesting Restricted Stock Units
The Company has awarded performance vesting restricted stock units to certain of its executive officers under the Incentive Plan. The number of shares of common stock issued pursuant to the award will be based on a combination of (i) the Company's TSR and (ii) the Company's RTSR for the performance period. Participants will earn from 0 % to 200 % of the target award based on the Company's TSR and RTSR ranking compared to the TSR of the companies in the Company's designated peer group at the end of the performance period. Awards will be earned and vested at the end of a three-year performance period, subject to earlier termination of the performance period in the event of a change in control. The grant date fair values were determined using the Monte Carlo simulation method and are being recorded ratably over the performance period.
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The table below summarizes the assumptions used in the Monte Carlo simulation to determine the grant date fair value of awards granted during the three months ended March 31, 2026 and 2025:
| Grant date | March 1, 2025 | March 1, 2026 | ||||||
| Forecast period (years) | ||||||||
| Risk-free interest rates | ||||||||
| Implied equity volatility | ||||||||
Unrecognized compensation expense as of March 31, 2026, related to performance vesting restricted shares was $7.2 million. The expense is expected to be recognized over a weighted average period of 2.16 years.
8.EARNINGS (LOSS) PER SHARE
Basic income or loss per share attributable to common stockholders is computed as (i) net income or loss less (ii) dividends paid to holders of preferred stock less (iii) net income or loss attributable to participating securities divided by (iv) weighted average basic shares outstanding. Diluted net income or loss per share attributable to common stockholders is computed as (i) basic net income or loss attributable to common stockholders plus (ii) diluted adjustments to income allocable to participating securities divided by (iii) weighted average diluted shares outstanding. The “if-converted” method is used to determine the dilutive impact for the Company's convertible preferred stock and the treasury stock method is used to determine the dilutive impact of unvested restricted stock.
Restricted stock awards resulted in 0.1 million dilutive shares for the three months ended March 31, 2026, and 0.2 million anti-dilutive shares for the three months ended March 31, 2025. There were 2.3 million shares of potential common stock issuable due to the Company's convertible preferred stock for the three months ended March 31, 2025. The Company redeemed all outstanding preferred stock on September 5, 2025. No convertible preferred stock was included in diluted earnings per share for the three months ended March 31, 2026.
Reconciliations of the components of basic and diluted net income (loss) per common share are presented in the table below (in thousands):
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | ||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Dividends on preferred stock | ( | ||||||||||
Participating securities - preferred stock(1) | |||||||||||
| Net income (loss) attributable to common stockholders | $ | $ | ( | ||||||||
| Re-allocation of participating securities | |||||||||||
| Diluted net income (loss) attributable to common stockholders | $ | $ | ( | ||||||||
| Basic Shares | |||||||||||
| Dilutive Shares | |||||||||||
| Basic EPS | $ | $ | ( | ||||||||
| Dilutive EPS | $ | $ | ( | ||||||||
(1) Preferred stock represents participating securities because it participates in any dividends on shares of common stock on a pari passu, pro rata basis. However, preferred stock does not participate in undistributed net losses. The Company redeemed all outstanding preferred stock on September 5, 2025.
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9.COMMITMENTS AND CONTINGENCIES
Commitments
Firm Transportation and Gathering Agreements
The Company has contractual commitments with midstream and pipeline companies for future gathering and transportation of natural gas from the Company's producing wells to downstream markets. Under certain of these agreements, the Company has minimum daily volume commitments. The Company is also obligated under certain of these arrangements to pay a demand charge for firm capacity rights on pipeline systems regardless of the amount of pipeline capacity utilized by the Company. If the Company does not utilize the capacity, it often can release it to other counterparties, thus reducing the cost of these commitments. Working interest owners and royalty interest owners, where appropriate, will be responsible for their proportionate share of these costs. Commitments related to future firm transportation and gathering agreements are not recorded as obligations in the accompanying consolidated balance sheets; however, costs associated with utilized future firm transportation and gathering agreements are reflected in the Company's estimates of proved reserves.
A summary of these commitments at March 31, 2026, are set forth in the table below (in thousands):
| Remaining 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
Future Firm Sales Commitments
The Company has entered into various firm sales contracts to deliver and sell natural gas. The Company expects to fulfill its delivery commitments primarily with production from proved developed reserves. The Company's operated production has generally been sufficient to satisfy its delivery commitments during the periods presented, and it expects its operated production will continue to be the primary means of fulfilling its future commitments. However, where the Company's operated production is not sufficient to satisfy its delivery commitments, it can and may use spot market purchases to satisfy the commitments.
A summary of these volume commitments at March 31, 2026, are set forth in the table below (MMBtu per day):
| Remaining 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | |||||
Other Operational Commitments
The Company entered into various contractual commitments to purchase inventory and other material to be used in future activities. The Company's commitment to purchase these materials exists through 2026, with approximately $8.8 million remaining.
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Contingencies
The Company is involved in a number of litigation and regulatory proceedings including those described below. Many of these proceedings are in early stages, and many of them seek or may seek damages and penalties, the amount of which is indeterminate. The Company's total accrued liabilities in respect of litigation and regulatory proceedings is determined on a case-by-case basis and represents an estimate of probable losses after considering, among other factors, the progress of each case or proceeding, its experience and the experience of others in similar cases or proceedings, and the opinions and views of legal counsel. Significant judgment is required in making these estimates and their final liabilities may ultimately be materially different. In accordance with ASC Topic 450, Contingencies, an accrual is recorded for a material loss contingency when its occurrence is probable and damages are reasonably estimable based on the anticipated most likely outcome or the minimum amount within a range of possible outcomes.
Litigation and Regulatory Proceedings
The Company, along with other oil and gas companies, have been named as a defendant in a number of lawsuits where Plaintiffs assert their respective leases are limited to the Utica/Marcellus shale geological formations and allege that Defendants have willfully trespassed and illegally produced oil, natural gas, and other hydrocarbon products beyond these respective formations. They also allege that Defendants engaged in conversion and were unjustly enriched. Plaintiffs seek the full value of any production from below the Utica/Marcellus shale formations, unspecified damages from the diminution of value to their mineral estate, unspecified punitive damages, and the payment of reasonable attorney fees, legal expenses, and interest. On April 27, 2021, the Bankruptcy Court for the Southern District of Texas approved a settlement agreement in which the plaintiffs fully released the Company from all claims that accrued and any damages related to the period before the effective date of the Company’s Chapter 11 plan, which occurred on May 17, 2021. The plaintiffs are continuing to pursue alleged damages after May 17, 2021.
In January 2025, Grace E. Moore Great Grandchildren Trust of 2006, Joseph Gorsha, Damon Faldowski, Damon Faldowski II, and Mark Faldowski, individually and on behalf of all others similarly situated, filed a class action against Gulfport and another natural gas producer in the United States District Court, Southern District of Ohio, Eastern Division. The lawsuit alleges, among other things, that defendants underpaid royalties to the plaintiffs in connection with the production and sale of natural gas and NGL involving a variety of lease forms. The lawsuit seeks compensatory damages, injunctive relief regarding royalty payment practices, restitution, disgorgement of profits, prejudgment interest, post-judgment interest, attorney’s fees, and costs. In April 2025, the United States Court of Appeals for the Sixth Circuit ruled that another operator in Ohio could not deduct certain processing and fractionation charges under one lease form that included a version of a market enhancement clause. Given the preliminary nature of this action, we are currently unable to estimate what liability may result from this matter.
Business Operations
The Company is involved in various lawsuits and disputes incidental to its business operations, including commercial disputes, personal injury claims, royalty claims, property damage claims and contract actions.
Environmental Contingencies
The nature of the oil and gas business carries with it certain environmental risks for Gulfport and its subsidiaries. Gulfport and its subsidiaries have implemented various policies, programs, procedures, training and audits to reduce and mitigate environmental risks. The Company conducts periodic reviews, on a company-wide basis, to assess changes in its environmental risk profile. Environmental reserves are established for environmental liabilities for which economic losses are probable and reasonably estimable. The Company manages its exposure to environmental liabilities in acquisitions by using an evaluation process that seeks to identify pre-existing contamination or compliance concerns and address the potential liability. Depending on the extent of an identified environmental concern, it may, among other things, exclude a property from the transaction, require the seller to remediate the property to its satisfaction in an acquisition or agree to assume liability for the remediation of the property.
17
Other Matters
Based on management’s current assessment, they are of the opinion that no pending or threatened lawsuit or dispute relating to its business operations is likely to have a material adverse effect on their future consolidated financial position, results of operations or cash flows. The final resolution of such matters could exceed amounts accrued, however, and actual results could differ materially from management’s estimates.
10.DERIVATIVE INSTRUMENTS
Natural Gas, Oil and NGL Derivative Instruments
The Company seeks to mitigate risks related to unfavorable changes in natural gas, oil and NGL prices, which are subject to significant and often volatile fluctuation, by entering into over-the-counter fixed price swaps, basis swaps and costless collars. These contracts allow the Company to mitigate the impact of declines in future natural gas, oil and NGL prices by effectively locking in a floor price for a certain level of the Company’s production. However, these hedge contracts also limit the benefit to the Company in periods of favorable price movements.
The volume of production subject to commodity derivative instruments and the mix of the instruments are frequently evaluated and adjusted by management in response to changing market conditions. Gulfport may enter into commodity derivative contracts up to limitations set forth in its Credit Facility. The Company generally enters into commodity derivative contracts for approximately 30 % to 70 % of its forecasted current year annual production by the end of the first quarter of each fiscal year. The Company typically enters into commodity derivative contracts for the next 12 to 36 months. Gulfport does not enter into commodity derivative contracts for speculative purposes.
The Company does not currently have any commodity derivative transactions that have margin requirements or collateral provisions that would require payments prior to the scheduled settlement dates. The Company's commodity derivative contract counterparties are typically financial institutions and energy trading firms with investment-grade credit ratings. Gulfport routinely monitors and manages its exposure to counterparty risk by requiring specific minimum credit standards for all counterparties, actively monitoring counterparties' public credit ratings and avoiding the concentration of credit exposure by transacting with multiple counterparties. The Company has master netting agreements with some counterparties that allow the offsetting of receivables and payables in a default situation. As of March 31, 2026, our commodity derivative contracts were spread among 13 counterparties.
Fixed price swaps require that the Company receive a fixed price and pay a floating market price to the counterparty for the hedged commodity. They are settled monthly based on differences between the fixed price specified in the contract and the referenced settlement price. When the referenced settlement price is less than the price specified in the contract, the Company receives an amount from the counterparty based on the price difference multiplied by the volume. Similarly, when the referenced settlement price exceeds the price specified in the contract, the Company pays the counterparty an amount based on the price difference multiplied by the volume.
18
The Company has entered into natural gas, crude oil and NGL fixed price swap contracts based off the NYMEX Henry Hub, NYMEX WTI and Mont Belvieu C3 indices. Below is a summary of the Company’s open fixed price swap positions as of March 31, 2026:
| Index | Daily Volume | Weighted Average Price | |||||||||||||||
| Natural Gas | (MMBtu/d) | ($/MMBtu) | |||||||||||||||
| Remaining 2026 | NYMEX Henry Hub | $ | |||||||||||||||
| 2027 | NYMEX Henry Hub | $ | |||||||||||||||
| 2028 | NYMEX Henry Hub | $ | |||||||||||||||
| Oil | (Bbl/d) | ($/Bbl) | |||||||||||||||
| Remaining 2026 | NYMEX WTI | $ | |||||||||||||||
| 2027 | NYMEX WTI | $ | |||||||||||||||
| NGL | (Bbl/d) | ($/Bbl) | |||||||||||||||
| Remaining 2026 | Mont Belvieu C3 | $ | |||||||||||||||
| 2027 | Mont Belvieu C3 | $ | |||||||||||||||
Each two-way costless collar has a set floor and ceiling price for the hedged production. They are settled monthly based on differences between the floor and ceiling prices specified in the contract and the referenced settlement price. If the applicable monthly price indices are outside of the ranges set by the floor and ceiling prices in the collar contracts, the Company will cash-settle the difference with the hedge counterparty. When the referenced settlement price is less than the floor price in the contract, the Company receives an amount from the counterparty based on the price difference multiplied by the hedged contract volume. Similarly, when the referenced settlement price exceeds the ceiling price specified in the contract, the Company pays the counterparty an amount based on the price difference multiplied by the hedged contract volume. No payment is due from either party if the referenced settlement price is within the range set by the floor and ceiling prices.
The Company has entered into natural gas and crude oil costless collars based off the NYMEX Henry Hub and NYMEX WTI indices. Below is a summary of the Company's costless collar positions as of March 31, 2026:
| Index | Daily Volume | Weighted Average Floor Price | Weighted Average Ceiling Price | ||||||||||||||||||||
| Natural Gas | (MMBtu/d) | ($/MMBtu) | ($/MMBtu) | ||||||||||||||||||||
| Remaining 2026 | NYMEX Henry Hub | $ | $ | ||||||||||||||||||||
| 2027 | NYMEX Henry Hub | $ | $ | ||||||||||||||||||||
| Oil | (Bbl/d) | ($/Bbl) | ($/Bbl) | ||||||||||||||||||||
| Remaining 2026 | NYMEX WTI | $ | $ | ||||||||||||||||||||
| 2027 | NYMEX WTI | $ | $ | ||||||||||||||||||||
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In addition, the Company has entered into natural gas basis swap positions. These instruments are arrangements that guarantee a fixed price differential to NYMEX Henry Hub from a specified delivery point. The Company receives the fixed price differential and pays the floating market price differential to the counterparty for the hedged commodity. As of March 31, 2026, the Company had the following natural gas basis swap positions open:
| Gulfport Pays | Gulfport Receives | Daily Volume | Weighted Average Fixed Spread | ||||||||||||||||||||
| Natural Gas | (MMBtu/d) | ($/MMBtu) | |||||||||||||||||||||
| Remaining 2026 | Rex Zone 3 | NYMEX Plus Fixed Spread | $ | ( | |||||||||||||||||||
| Remaining 2026 | NGPL TXOK | NYMEX Plus Fixed Spread | $ | ( | |||||||||||||||||||
| Remaining 2026 | TETCO M2 | NYMEX Plus Fixed Spread | $ | ( | |||||||||||||||||||
| Remaining 2026 | Transco Station 85 | NYMEX Plus Fixed Spread | $ | ||||||||||||||||||||
| Remaining 2026 | TGP 500 | NYMEX Plus Fixed Spread | $ | ||||||||||||||||||||
| 2027 | Rex Zone 3 | NYMEX Plus Fixed Spread | $ | ( | |||||||||||||||||||
| 2027 | NGPL TXOK | NYMEX Plus Fixed Spread | $ | ( | |||||||||||||||||||
| 2027 | TETCO M2 | NYMEX Plus Fixed Spread | $ | ( | |||||||||||||||||||
Balance Sheet Presentation
The Company reports the fair value of derivative instruments on the consolidated balance sheets as derivative instruments under current assets, noncurrent assets, current liabilities and noncurrent liabilities on a gross basis. The Company determines the current and noncurrent classification based on the timing of expected future cash flows of individual trades. The following table presents the fair value of the Company’s derivative instruments on a gross basis (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Short-term derivative asset | $ | $ | |||||||||
| Long-term derivative asset | |||||||||||
| Short-term derivative liability | ( | ( | |||||||||
| Long-term derivative liability | ( | ( | |||||||||
| Total commodity derivative position | $ | $ | |||||||||
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Gains and Losses
The following table presents the gain and loss recognized in net gain (loss) on natural gas, oil and NGL derivatives in the accompanying consolidated statements of operations (in thousands):
| Net gain (loss) on derivative instruments | |||||||||||
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | ||||||||||
| Natural gas derivatives - fair value gains (losses) | $ | $ | ( | ||||||||
| Natural gas derivatives - settlement losses | ( | ( | |||||||||
| Total gains (losses) on natural gas derivatives | ( | ||||||||||
| Oil and condensate derivatives - fair value losses | ( | ( | |||||||||
| Oil and condensate derivatives - settlement (losses) gains | ( | ||||||||||
| Total (losses) gains on oil and condensate derivatives | ( | ||||||||||
| NGL derivatives - fair value losses | ( | ( | |||||||||
| NGL derivatives - settlement gains (losses) | ( | ||||||||||
| Total losses on NGL derivatives | ( | ( | |||||||||
| Total losses on natural gas, oil and NGL derivatives | $ | ( | $ | ( | |||||||
Offsetting of Derivative Assets and Liabilities
As noted above, the Company records the fair value of derivative instruments on a gross basis. The following tables present the gross amounts of recognized derivative assets and liabilities in the consolidated balance sheets and the amounts that are subject to offsetting under master netting arrangements with counterparties, all at fair value (in thousands):
| As of March 31, 2026 | |||||||||||||||||
| Gross Assets (Liabilities) Presented in the Consolidated Balance Sheets | Gross Amounts Subject to Master Netting Agreements | Net Amount | |||||||||||||||
| Derivative assets | $ | $ | ( | $ | |||||||||||||
| Derivative liabilities | $ | ( | $ | $ | |||||||||||||
| As of December 31, 2025 | |||||||||||||||||
| Gross Assets (Liabilities) Presented in the Consolidated Balance Sheets | Gross Amounts Subject to Master Netting Agreements | Net Amount | |||||||||||||||
| Derivative assets | $ | $ | ( | $ | |||||||||||||
| Derivative liabilities | $ | ( | $ | $ | ( | ||||||||||||
21
Concentration of Credit Risk
By using derivative instruments that are not traded on an exchange, the Company is exposed to the credit risk of its counterparties. Credit risk is the risk of loss from counterparties not performing under the terms of the derivative instrument. When the fair value of a derivative instrument is positive, the counterparty is expected to owe the Company, which creates credit risk. To minimize the credit risk in derivative instruments, it is the Company’s policy to enter into derivative contracts only with counterparties that are creditworthy financial institutions deemed by management as competent and competitive market makers. The Company’s derivative contracts are spread between multiple counterparties to lessen its exposure to any individual counterparty. Additionally, the Company uses master netting agreements to minimize credit risk exposure. The creditworthiness of the Company’s counterparties is subject to periodic review. None of the Company’s derivative instrument contracts contain credit-risk related contingent features. Other than as provided by the Company’s revolving credit facility, the Company is not required to provide credit support or collateral to any of its counterparties under its derivative instruments, nor are the counterparties required to provide credit support to the Company.
11.FAIR VALUE MEASUREMENTS
The Company records certain financial and non-financial assets and liabilities on the balance sheet at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. Market or observable inputs are the preferred sources of values, followed by assumptions based on hypothetical transactions in the absence of market inputs. Fair value measurements are classified and disclosed in one of the following categories:
Level 1 – Quoted prices (unadjusted) in active markets for identical assets and liabilities that the Company has the ability to access at the measurement date.
Level 2 – Quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 – Significant inputs to the valuation model are unobservable.
Valuation techniques that maximize the use of observable inputs are favored. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities within the levels of the fair value hierarchy. Reclassifications of fair value between Level 1, Level 2 and Level 3 of the fair value hierarchy, if applicable, are made at the end of each quarter.
22
Financial assets and liabilities
The following tables summarize the Company’s financial and non-financial assets and liabilities by valuation level (in thousands):
| March 31, 2026 | |||||||||||||||||
| Level 1 | Level 2 | Level 3 | |||||||||||||||
| Assets: | |||||||||||||||||
| Derivative instruments | $ | $ | $ | ||||||||||||||
| Contingent consideration arrangement | |||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||
| Liabilities: | |||||||||||||||||
| Derivative instruments | $ | $ | $ | ||||||||||||||
| December 31, 2025 | |||||||||||||||||
| Level 1 | Level 2 | Level 3 | |||||||||||||||
| Assets: | |||||||||||||||||
| Derivative instruments | $ | $ | $ | ||||||||||||||
| Contingent consideration arrangement | |||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||
| Liabilities: | |||||||||||||||||
| Derivative instruments | $ | $ | $ | ||||||||||||||
The Company estimates the fair value of all derivative instruments using industry-standard models that consider various assumptions, including current market and contractual prices for the underlying instruments, implied volatility, time value, nonperformance risk, as well as other relevant economic measures. Substantially all of these inputs are observable in the marketplace throughout the full term of the instrument and can be supported by observable data.
In connection with the SCOOP water infrastructure sale completed in the first quarter of 2020, the Company retained a contingent consideration arrangement. As of March 31, 2026, the fair value of the contingent consideration was $1.2 million, with $0.1 million classified within prepaid expenses and other current assets and $1.1 million classified within other assets. Fair value is measured using an income approach applying a discounted cash flow model and Level 3 inputs. The Company has elected the fair value option, and changes in fair value are recognized in earnings within Other, net.
Non-financial assets and liabilities
The initial measurement of asset retirement obligations at fair value is calculated using discounted cash flow techniques and based on internal estimates of future retirement costs associated with oil and gas properties. Given the unobservable nature of the inputs, including plugging costs and reserve lives, the initial measurement of the asset retirement obligation liability is deemed to use Level 3 inputs. See Note 3 for further discussion of the Company’s asset retirement obligations.
Fair value of other financial instruments
The carrying amounts on the accompanying consolidated balance sheet for cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities are carried at cost, which approximates market value due to their short-term nature. Long-term debt related to the Company's Credit Facility is carried at cost, which approximates market value based on the borrowing rates currently available to the Company with similar terms and maturities.
23
12.REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue Recognition
The Company’s revenues are primarily derived from the sale of natural gas, oil and condensate and NGL. These sales are recognized in the period that the performance obligations are satisfied. The Company generally considers the delivery of each unit (MMBtu or Bbl) to be separately identifiable and represents a distinct performance obligation that is satisfied at the time control of the product is transferred to the customer. Revenue is measured based on consideration specified in the contract with the customer, and excludes any amounts collected on behalf of third parties. These contracts typically include variable consideration that is based on pricing tied to market indices and volumes delivered in the current month. As such, this market pricing may be constrained (i.e., not estimable) at the inception of the contract but will be recognized based on the applicable market pricing, which will be known upon transfer of the goods to the customer. The payment date is usually within 30 days of the end of the calendar month in which the commodity is delivered.
Gathering, processing and compression fees attributable to gas processing, as well as any transportation fees, including firm transportation fees, incurred to deliver the product to the purchaser, are presented as transportation, gathering, processing and compression expense in the accompanying consolidated statements of operations.
Transaction Price Allocated to Remaining Performance Obligations
A significant number of the Company's product sales are short-term in nature generally through evergreen contracts with contract terms of one year or less. These contracts typically automatically renew under the same provisions. For those contracts, the Company has utilized the practical expedient allowed in the revenue accounting standard that exempts the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.
For product sales that have a contract term greater than one year, the Company has utilized the practical expedient that exempts the Company from disclosure of the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under these sales contracts, each unit of product generally represents a separate performance obligation; therefore, future volumes are wholly unsatisfied, and disclosure of the transaction price allocated to remaining performance obligations is not required. Currently, the Company's product sales that have a contractual term greater than one year have no long-term fixed consideration.
Contract Balances
Receivables from contracts with customers are recorded when the right to consideration becomes unconditional, generally when control of the product has been transferred to the customer. Receivables from contracts with customers were $129.0 million, $184.6 million and $155.9 million as of March 31, 2026, December 31, 2025 and December 31, 2024, respectively, and are reported in accounts receivable - oil, natural gas and natural gas liquids sales in the accompanying consolidated balance sheets. The Company has no assets or liabilities related to its revenue contracts, including no upfront or rights to deficiency payments as of March 31, 2026, December 31, 2025 and December 31, 2024.
Prior-Period Performance Obligations
The Company records revenue in the month production is delivered to the purchaser. However, settlement statements for certain sales may be received for 30 to 90 days after the date production is delivered, and as a result, the Company is required to estimate the amount of production that was delivered to the purchaser and the price that will be received for the sale of the product . The differences between the estimates and the actual amounts for product sales is recorded in the month that payment is received from the purchaser. For each of the periods presented, revenue recognized in the reporting periods related to performance obligations satisfied in prior reporting periods was not material.
24
13.LEASES
Nature of Leases
The Company has operating leases on certain equipment with remaining lease durations in excess of one year. The Company recognizes a right-of-use asset and lease liability on the balance sheet for all leases with lease terms of greater than one year. Short-term leases that have an initial term of one year or less are not capitalized.
The Company has historically entered into contracts for drilling rigs with varying terms with third parties to ensure operational continuity, cost control and rig availability in its operations. At March 31, 2026, the Company did not have any active long-term drilling rig contracts.
The Company rents office space for its corporate headquarters, field locations and certain other equipment from third parties, which expire at various dates through 2027. These agreements are typically structured with non-cancelable terms of one year to five years . The Company has determined these agreements represent operating leases with a lease term that equals the primary non-cancelable contract term. The Company has included any renewal options that it has determined are reasonably certain of exercise in the determination of the lease terms.
Discount Rate
As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company's incremental borrowing rate reflects the estimated rate of interest that it would pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.
Future amounts due under operating lease liabilities as of March 31, 2026 were as follows (in thousands):
| Remaining 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Total lease payments | $ | ||||
| Less: imputed interest | ( | ||||
| Total | $ | ||||
Lease costs incurred consisted of the following (in thousands):
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | ||||||||||
| Operating lease cost | $ | $ | |||||||||
| Variable lease cost | |||||||||||
| Short-term lease cost | |||||||||||
Total lease cost(1) | $ | $ | |||||||||
(1) The majority of the Company's total lease cost was capitalized to the full cost pool, and the remainder was included in either lease operating expenses or general and administrative expenses in the accompanying consolidated statements of operations.
25
14.INCOME TAXES
The Company records its quarterly tax provision based on an estimate of the annual effective tax rate expected to apply to continuing operations for the various jurisdictions in which it operates. The tax effects of certain items, such as tax rate changes, significant unusual or infrequent items, and certain changes in the assessment of the realizability of deferred taxes, are recognized as discrete items in the period in which they occur and are excluded from the estimated annual effective tax rate.
The Company's effective income tax rate was 21.2 % and 27.5 % for the three months ended March 31, 2026 and 2025, respectively. The difference between the actual rate and the statutory rate for the three months ended March 31, 2026 is primarily related to the excess tax benefit recorded discretely during the period.
At each reporting period, the Company weighs all available positive and negative evidence to determine whether its deferred tax assets are more likely than not to be realized. A valuation allowance for deferred tax assets, including net operating losses, is recognized when it is more likely than not that some or all of the benefit from the deferred tax assets will not be realized. To assess that likelihood, the Company uses estimates and judgment regarding future taxable income and considers the tax laws in the jurisdiction where such taxable income is generated, to determine whether a valuation allowance is required. Such evidence can include current financial position, results of operations, both actual and forecasted, the reversal of deferred tax liabilities and tax planning strategies as well as the current and forecasted business economics of the oil and gas industry. Based upon the Company’s analysis, the Company currently believes it is more likely than not that a portion of the Company's federal and state deferred tax assets will be utilized. The Company has maintained a $82.3 million valuation allowance associated with its federal and state deferred tax assets. The Company does not currently have forecasted revenues in the jurisdictions that relate to these deferred tax assets.
The Company will continue to evaluate both the positive and negative evidence on a quarterly basis in determining the need for a valuation allowance with respect to the deferred tax assets. Changes in positive and negative evidence, including differences between estimated and actual results, could result in changes in the valuation of the deferred tax assets that could have a material impact on the consolidated financial statements. Changes in existing tax laws could also affect actual tax results and the realization of deferred tax assets over time.
15.RELATED PARTY TRANSACTIONS
Share Repurchase Program
On March 2, 2026, the Company purchased 84,416 shares of its common stock from Silver Point Capital, L.P. for approximately $17.2 million. The repurchase is part of the Company's existing Repurchase Program. Upon closing of the transaction on March 9, 2026, the repurchased common stock was cancelled.
16.SUBSEQUENT EVENTS
Natural Gas, Oil and NGL Derivative Instruments
Subsequent to March 31, 2026, as of April 29, 2026, the Company entered into the following derivative contracts:
| Period | Type of Derivative Instrument | Index | Daily Volume | Weighted Average Price | ||||||||||||||||||||||
Oil | (Bbl/d) | ($/Bbl) | ||||||||||||||||||||||||
2027 | Swaps | NYMEX WTI | $ | |||||||||||||||||||||||
| Natural Gas | (MMBtu/d) | ($/MMBtu) | ||||||||||||||||||||||||
2028 | Swaps | NYMEX Henry Hub | $ | |||||||||||||||||||||||
Credit Facility Redetermination
On May 1, 2026, the Company completed its semi-annual borrowing base redetermination under its Credit Facility during which the borrowing base was reaffirmed at $1.1 billion and elected commitments were increased to $1.1 billion.
26
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to provide the reader of the financial statements with a narrative from the perspective of management on the financial condition, results of operations, liquidity and certain other factors that may affect the Company's operating results. MD&A should be read in conjunction with the financial statements and related Notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
The following information updates the discussion of Gulfport’s financial condition provided in its Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”), and analyzes the changes in the results of operations between the periods of January 1, 2026 through March 31, 2026 and January 1, 2025 through March 31, 2025. For definitions of commonly used natural gas and oil terms found in this Quarterly Report on Form 10-Q, please refer to the “Definitions” provided in this report.
Overview
Gulfport is an independent natural gas-weighted exploration and production company with assets primarily located in the Appalachia and Anadarko basins. Our principal operations target the Utica and Marcellus formations in eastern Ohio and the SCOOP Woodford and Springer formations in central Oklahoma. Our strategy is to develop our assets in a safe, environmentally responsible manner, while generating sustainable cash flow, improving margins and operating efficiencies and returning capital to shareholders. To accomplish these goals, we generally allocate capital to projects we believe offer the highest rate of return and we deploy leading drilling and completion techniques and technologies in our development efforts.
Recent Developments
Resignation of John Reinhart, as President, Chief Executive Officer and Director
On March 6, 2026, our President, Chief Executive Officer (“CEO”) and Director, John Reinhart, elected to depart the Company and resigned from our Board of Directors, effective immediately. Following his departure, our Board of Directors established an Office of the Chairman to assume executive oversight while we conduct a search for a permanent CEO. The Office of the Chairman is led by Timothy J. Cutt, Chairman of the Board and former CEO from May 2021 through January 2023, and includes Michael Hodges, Executive Vice President and Chief Financial Officer; Matthew Rucker, Executive Vice President and Chief Operating Officer; and Patrick Craine, Executive Vice President and Chief Legal and Administrative Officer.
Credit Facility
On May 1, 2026, the Company completed its semi-annual borrowing base redetermination under its Credit Facility during which the borrowing base was reaffirmed at $1.1 billion and elected commitments were increased to $1.1 billion.
Share Repurchase Program
During the three months ended March 31, 2026, the Company repurchased 866,279 shares for $172.8 million at a weighted average price of $199.45 per share. As of March 31, 2026, the Company repurchased 8.2 million shares for $1.1 billion at a weighted average price of $133.02 per share since the inception of the Repurchase Program.
Tariffs and Trading Relationships
In 2025 and 2026, the U.S. government threatened, announced and, in certain cases, rescinded, tariffs on several foreign jurisdictions and imports into the United States, which led, and may continue to lead, to the imposition of retaliatory tariffs and other measures taken by foreign jurisdictions. There is significant uncertainty as to the scope and durability of existing and future tariff measures, as well as the ultimate effects of the tariffs on economic conditions.
27
Geopolitical and Market Conditions
Ongoing geopolitical instability, including the conflict involving Iran and heightened tensions in the Middle East, has contributed to increased volatility in global energy markets. While the Company does not have operations or assets in the affected regions, these events may impact commodity prices, global supply and demand dynamics, and overall market conditions. As of the date of this filing, the Company has not experienced any material direct impacts to its operations, liquidity, or financial condition as a result of these developments.
2026 Operational and Financial Highlights
During the first quarter of 2026, we had the following notable achievements:
•Reported total net production of 996.8 MMcfe per day.
•Turned to sales five gross (4.96 net) operated wells.
•Generated $292.9 million of operating cash flows.
•Repurchased 866,279 shares for $172.8 million at a weighted average price of $199.45 per share.
•Exited the quarter with total liquidity of $772.2 million.
2026 Production and Drilling Activity
Production Volumes
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | ||||||||||
| Natural gas (Mcf/day) | |||||||||||
| Utica & Marcellus | 782,851 | 686,964 | |||||||||
| SCOOP | 122,919 | 150,851 | |||||||||
| Total | 905,770 | 837,816 | |||||||||
| Oil and condensate (Bbl/day) | |||||||||||
| Utica & Marcellus | 2,533 | 3,861 | |||||||||
| SCOOP | 1,205 | 1,420 | |||||||||
| Total | 3,738 | 5,282 | |||||||||
| NGL (Bbl/day) | |||||||||||
| Utica & Marcellus | 5,827 | 3,495 | |||||||||
| SCOOP | 5,605 | 6,467 | |||||||||
| Total | 11,432 | 9,962 | |||||||||
| Combined (Mcfe/day) | |||||||||||
| Utica & Marcellus | 833,010 | 731,105 | |||||||||
| SCOOP | 163,776 | 198,175 | |||||||||
| Total | 996,786 | 929,280 | |||||||||
| Totals may not sum or recalculate due to rounding. | |||||||||||
Our total net production averaged approximately 996.8 MMcfe per day during the three months ended March 31, 2026, as compared to 929.3 MMcfe per day during the three months ended March 31, 2025. Production per day increased primarily due to the timing of our 2025 and 2026 development programs.
Utica/Marcellus. We spud 9 gross (8.86 net) operated wells targeting the Utica and Marcellus formations and commenced sales from 5 gross (4.96 net) operated Utica wells during the three months ended March 31, 2026.
SCOOP. We spud 2 gross (1.60 net) operated wells in the SCOOP during the three months ended March 31, 2026.
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RESULTS OF OPERATIONS
Comparison of the Three Month Periods Ended March 31, 2026 and 2025
Natural Gas, Oil and Condensate and NGL Production and Pricing (sales totals in thousands)
The following table summarizes our natural gas, oil and condensate and NGL production, and related pricing for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. Some totals below may not sum or recalculate due to rounding.
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | ||||||||||
| Natural gas sales | |||||||||||
| Natural gas production volumes (MMcf) | 81,519 | 75,403 | |||||||||
| Natural gas production volumes (MMcf) per day | 906 | 838 | |||||||||
| Total sales | $ | 399,530 | $ | 281,506 | |||||||
| Average price without the impact of derivatives ($/Mcf) | $ | 4.90 | $ | 3.73 | |||||||
| Impact from settled derivatives ($/Mcf) | $ | (0.68) | $ | (0.12) | |||||||
| Average price, including settled derivatives ($/Mcf) | $ | 4.22 | $ | 3.61 | |||||||
| Oil and condensate sales | |||||||||||
| Oil and condensate production volumes (MBbl) | 336 | 475 | |||||||||
| Oil and condensate production volumes (MBbl) per day | 4 | 5 | |||||||||
| Total sales | $ | 22,338 | $ | 31,259 | |||||||
| Average price without the impact of derivatives ($/Bbl) | $ | 66.40 | $ | 65.76 | |||||||
| Impact from settled derivatives ($/Bbl) | $ | (4.80) | $ | 1.06 | |||||||
| Average price, including settled derivatives ($/Bbl) | $ | 61.60 | $ | 66.82 | |||||||
| NGL sales | |||||||||||
| NGL production volumes (MBbl) | 1,029 | 897 | |||||||||
| NGL production volumes (MBbl) per day | 11 | 10 | |||||||||
| Total sales | $ | 31,477 | $ | 30,817 | |||||||
| Average price without the impact of derivatives ($/Bbl) | $ | 30.59 | $ | 34.37 | |||||||
| Impact from settled derivatives ($/Bbl) | $ | 0.75 | $ | (1.53) | |||||||
| Average price, including settled derivatives ($/Bbl) | $ | 31.34 | $ | 32.84 | |||||||
| Natural gas, oil and condensate and NGL sales | |||||||||||
| Natural gas equivalents (MMcfe) | 89,711 | 83,635 | |||||||||
| Natural gas equivalents (MMcfe) per day | 997 | 929 | |||||||||
| Total sales | $ | 453,345 | $ | 343,582 | |||||||
| Average price without the impact of derivatives ($/Mcfe) | $ | 5.05 | $ | 4.11 | |||||||
| Impact from settled derivatives ($/Mcfe) | $ | (0.63) | $ | (0.12) | |||||||
| Average price, including settled derivatives ($/Mcfe) | $ | 4.42 | $ | 3.99 | |||||||
| Production Costs: | |||||||||||
| Average lease operating expenses ($/Mcfe) | $ | 0.27 | $ | 0.24 | |||||||
| Average taxes other than income ($/Mcfe) | $ | 0.10 | $ | 0.08 | |||||||
| Average transportation, gathering, processing and compression ($/Mcfe) | $ | 1.01 | $ | 0.99 | |||||||
| Total lease operating expenses, taxes other than income and midstream costs ($/Mcfe) | $ | 1.38 | $ | 1.31 | |||||||
29
Natural Gas, Oil and Condensate and NGL Sales (in thousands)
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | % Change | |||||||||||||||
| Natural gas | $ | 399,530 | $ | 281,506 | 42 | % | |||||||||||
| Oil and condensate | 22,338 | 31,259 | (29) | % | |||||||||||||
| NGL | 31,477 | 30,817 | 2 | % | |||||||||||||
| Natural gas, oil and condensate and NGL sales | $ | 453,345 | $ | 343,582 | 32 | % | |||||||||||
The increase in natural gas sales without the impact of derivatives when comparing the three months ended March 31, 2026, to the three months ended March 31, 2025 was due to a 31% increase in realized natural gas prices and an 8% increase in sales volumes. The realized price change was primarily driven by the increase in the average Henry Hub gas index from $3.65 per Mcf in the three months ended March 31, 2025, to $5.04 per Mcf during the three months ended March 31, 2026. The 8% increase in natural gas production was primarily due to the timing of our 2025 and 2026 development programs.
The decrease in oil and condensate sales without the impact of derivatives when comparing the three months ended March 31, 2026, to the three months ended March 31, 2025, was due to a 29% decrease in sales volumes, partially offset by a 2% increase in realized prices. The 29% decrease in oil and condensate production was primarily due to natural declines partially offset by our 2025 and 2026 development programs. The realized price change was primarily driven by the increase in the average WTI crude index from $71.42 per barrel in the three months ended March 31, 2025, to $71.93 per barrel during the three months ended March 31, 2026.
The increase in NGL sales without the impact of derivatives when comparing the three months ended March 31, 2026, to the three months ended March 31, 2025, was due to a 15% increase in NGL sales volumes, partially offset by an 11% decrease in realized prices. The 15% increase in NGL production was primarily due to commencement of sales on new wells targeting the Utica and Marcellus liquids windows.
Natural Gas, Oil and NGL Derivatives (in thousands)
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | ||||||||||
| Natural gas derivatives - fair value gains (losses) | $ | 57,593 | $ | (133,664) | |||||||
| Natural gas derivatives - settlement losses | (55,906) | (9,025) | |||||||||
| Total gains (losses) on natural gas derivatives | 1,687 | (142,689) | |||||||||
| Oil and condensate derivatives - fair value losses | (9,880) | (6) | |||||||||
| Oil and condensate derivatives - settlement (losses) gains | (1,616) | 504 | |||||||||
| Total (losses) gains on oil and condensate derivatives | (11,496) | 498 | |||||||||
| NGL derivatives - fair value losses | (6,772) | (2,988) | |||||||||
| NGL derivatives - settlement gains (losses) | 768 | (1,369) | |||||||||
| Total losses on NGL derivatives | (6,004) | (4,357) | |||||||||
| Total losses on natural gas, oil and NGL derivatives | $ | (15,813) | $ | (146,548) | |||||||
We recognize fair value changes on our natural gas, oil and NGL derivative instruments in each reporting period. The changes in fair value resulted from new positions and settlements that occurred during each period, as well as the relationship between contract prices and the associated forward curves. The change in the total loss for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, was primarily the result of changes in futures pricing for oil, natural gas, and NGLs during each period. See Note 10 of our consolidated financial statements for hedged volumes and pricing.
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Lease Operating Expenses (in thousands, except per unit)
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | % Change | |||||||||||||||
| Lease operating expenses | |||||||||||||||||
| Utica & Marcellus | $ | 19,316 | $ | 13,592 | 42 | % | |||||||||||
| SCOOP | 5,140 | 6,691 | (23) | % | |||||||||||||
| Total lease operating expenses | $ | 24,456 | $ | 20,283 | 21 | % | |||||||||||
| Lease operating expenses per Mcfe | |||||||||||||||||
| Utica & Marcellus | $ | 0.26 | $ | 0.21 | 25 | % | |||||||||||
| SCOOP | 0.35 | 0.38 | (7) | % | |||||||||||||
| Total lease operating expenses per Mcfe | $ | 0.27 | $ | 0.24 | 12 | % | |||||||||||
The increase in our total and per unit LOE for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, was primarily the result of an increase in compression, water hauling and labor expenses.
Taxes Other Than Income (in thousands, except per unit)
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | % Change | |||||||||||||||
| Production taxes | $ | 5,890 | $ | 5,438 | 8 | % | |||||||||||
| Property taxes | 2,210 | 428 | 416 | % | |||||||||||||
| Other | 1,084 | 760 | 43 | % | |||||||||||||
| Total taxes other than income | $ | 9,184 | $ | 6,626 | 39 | % | |||||||||||
| Total taxes other than income per Mcfe | $ | 0.10 | $ | 0.08 | 29 | % | |||||||||||
The increase in total and per unit taxes other than income for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, was primarily related to an increase in property taxes and an increase in natural gas sales as discussed above.
Transportation, Gathering, Processing and Compression (in thousands, except per unit)
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | % Change | |||||||||||||||
| Transportation, gathering, processing and compression | $ | 90,567 | $ | 82,870 | 9 | % | |||||||||||
| Transportation, gathering, processing and compression per Mcfe | $ | 1.01 | $ | 0.99 | 2 | % | |||||||||||
Transportation, gathering, processing and compression for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, increased on a total and per unit basis primarily as a result of a 7% increase in total production volumes.
Depreciation, Depletion and Amortization (in thousands, except per unit)
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | % Change | |||||||||||||||
| Depreciation, depletion and amortization of oil and gas properties | $ | 74,876 | $ | 65,090 | 15 | % | |||||||||||
| Depreciation, depletion and amortization of other property and equipment | 554 | 532 | 4 | % | |||||||||||||
| Total depreciation, depletion and amortization | $ | 75,430 | $ | 65,622 | 15 | % | |||||||||||
| Depreciation, depletion and amortization per Mcfe | $ | 0.84 | $ | 0.78 | 7 | % | |||||||||||
The total and per unit depreciation, depletion and amortization for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, increased primarily due to a higher depletion rate driven by our drilling and development activities subsequent to the first quarter of 2025.
31
General and Administrative Expenses (in thousands, except per unit)
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | % Change | |||||||||||||||
| General and administrative expenses, gross | $ | 19,277 | $ | 19,199 | — | % | |||||||||||
| Reimbursed from third parties | (4,046) | (3,966) | 2 | % | |||||||||||||
| Capitalized general and administrative expenses | (5,523) | (6,232) | (11) | % | |||||||||||||
| General and administrative expenses, net | $ | 9,708 | $ | 9,001 | 8 | % | |||||||||||
| General and administrative expenses, net per Mcfe | $ | 0.11 | $ | 0.11 | 1 | % | |||||||||||
The increase in total general and administrative expenses for the three months ended March 31, 2026 compared to March 31, 2025, was primarily driven by increases in employee compensation expenses, legal expenses primarily related to activity disclosed in Note 9 of our consolidated financial statements and expenses associated with the Chief Executive Officer search partially offset by a decrease in stock compensation expense related to the forfeitures of unvested restricted stock units and performance vesting restricted stock units due to the departure of the Company's Chief Executive Officer during the quarter. General and administrative expenses on a per unit basis remained consistent, as production volumes increased comparable to general and administrative expenses.
Interest Expense (in thousands, except per unit)
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | % Change | |||||||||||||||
| Interest on 2026 Senior Notes | $ | — | $ | 514 | (100) | % | |||||||||||
| Interest on 2029 Senior Notes | 10,969 | 10,969 | — | % | |||||||||||||
| Interest expense on Credit Facility | 4,283 | 1,685 | 154 | % | |||||||||||||
| Amortization of loan costs | 1,338 | 1,300 | 3 | % | |||||||||||||
| Capitalized interest | (1,425) | (1,430) | — | % | |||||||||||||
| Other | 221 | 318 | (31) | % | |||||||||||||
| Total interest expense | $ | 15,386 | $ | 13,356 | 15 | % | |||||||||||
| Interest expense per Mcfe | $ | 0.17 | $ | 0.16 | 7 | % | |||||||||||
Total interest expense for the three months ended March 31, 2026, increased 15% compared to the three months ended March 31, 2025 which was primarily due to higher borrowings on our Credit Facility. See Note 4 of our consolidated financial statements for further details regarding our long-term debt.
Income Taxes
We recorded an income tax expense of $44.7 million for the three months ended March 31, 2026 compared to income tax benefit of $0.2 million for the three months ended March 31, 2025. See Note 14 of our consolidated financial statements for further discussion of our income tax expense.
Liquidity and Capital Resources
Overview. We strive to maintain sufficient liquidity to ensure financial flexibility, withstand commodity price volatility, fund our development projects, operations and capital expenditures and return capital to shareholders. We utilize derivative contracts to reduce the financial impact of commodity price volatility and provide a level of certainty to the Company’s cash flows. We generally fund our operations, planned capital expenditures and any share repurchases with cash flow from our operating activities, cash on hand, and borrowings under our Credit Facility. Additionally, we may access debt and equity markets and sell properties to enhance our liquidity. There is no guarantee that the debt or equity capital markets will be available to us on acceptable terms or at all.
For the three months ended March 31, 2026, our primary sources of capital resources and liquidity have consisted of internally generated cash flows from operations and access to our Credit Facility, and our primary uses of cash have been for development of our oil and natural gas properties, share repurchases and interest payments.
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We believe our annual free cash flow generation, borrowing capacity under the Credit Facility and cash on hand will provide sufficient liquidity to fund our operations, working capital, capital expenditures, interest expense and share repurchases during the next 12 months and the foreseeable future.
To the extent actual operating results, realized commodity prices or uses of cash differ from our assumptions, our liquidity could be adversely affected. See Note 4 of our consolidated financial statements for further discussion of our debt obligations, including the principal and carrying amounts of our senior notes.
As of March 31, 2026, we had $2.9 million of cash and cash equivalents, $182.0 million of outstanding borrowings under our Credit Facility, $48.7 million of letters of credit outstanding and $650.0 million of outstanding 2029 Senior Notes. Our total principal amount of funded debt as of March 31, 2026 was $832.0 million.
As of April 29, 2026 we had $2.5 million of cash and cash equivalents, $169.0 million in borrowings under our Credit Facility, $48.7 million of letters of credit outstanding and $650.0 million of outstanding 2029 Senior Notes.
Debt. As of March 31, 2026, we were in compliance with all financial covenants and had approximately $769.3 million of availability under the Credit Facility. The Credit Facility is subject to semi‑annual borrowing base redeterminations primarily based on projected future cash flows.
See Note 4 of our consolidated financial statements for additional discussion of our outstanding debt.
Dividends on Preferred Stock. We redeemed the remaining outstanding balance of our preferred stock on September 5, 2025. During the three months ended March 31, 2025, the Company paid $0.9 million of cash dividends to holders of our preferred stock.
Supplemental Guarantor Financial Information. The 2029 Senior Notes are guaranteed on a senior unsecured basis by Gulfport and certain of Gulfport’s wholly owned subsidiaries (collectively, the “2029 Senior Notes Guarantors” and, together with the 2026 Senior Notes Guarantors, the “Guarantors”) and certain future subsidiaries of Gulfport that become borrowers or guarantors under any credit agreement with an aggregate principal amount outstanding or commitment amount in excess of $15 million. The 2029 Senior Notes Guarantors are 100% owned by the Parent, and the guarantees are full, unconditional, joint and several. There are no significant restrictions on the ability of the Parent or the 2029 Senior Notes Guarantors to obtain funds from each other in the form of a dividend or loan. The guarantees rank (i) senior in right of payment to any future subordinated indebtedness of Gulfport Operating or the 2029 Senior Notes Guarantors, (ii) pari passu in right of payment with all existing and future unsecured senior indebtedness of Gulfport Operating or the 2029 Senior Notes Guarantors, (iii) effectively junior to any secured indebtedness of Gulfport Operating or the 2029 Senior Notes Guarantors, including indebtedness under the credit agreement, to the extent of the value of the collateral securing such indebtedness, and (iv) structurally subordinated in right of payment to all indebtedness and other liabilities of Gulfport Operating’s subsidiaries that are not 2029 Senior Notes Guarantors.
SEC Regulation S-X Rule 13-01 requires the presentation of “Summarized Financial Information” to replace the “Condensed Consolidating Financial Information” required under Rule 3-10. Rule 13-01 allows the omission of Summarized Financial Information if assets, liabilities and results of operations of the Guarantors are not materially different than the corresponding amounts presented in our consolidated financial statements. The Parent and Guarantor subsidiaries comprise our material operations. Therefore, we concluded that the presentation of the Summarized Financial Information is not required as our Summarized Financial Information of the Guarantors is not materially different from our consolidated financial statements.
Derivatives and Hedging Activities. Our results of operations and cash flows are impacted by changes in market prices for natural gas, oil and NGL. To mitigate a portion of the exposure to adverse market changes, we have entered into various derivative instruments. Our natural gas, oil and NGL derivative activities, when combined with our sales of natural gas, oil and NGL, allow us to predict with greater certainty the total revenue we will receive. See Item 3 “Quantitative and Qualitative Disclosures About Market Risk” for further discussion on the impact of commodity price risk on our financial position. Additionally, see Note 10 of our consolidated financial statements for further discussion of derivatives and hedging activities.
Capital Expenditures. Our capital expenditures have historically been related to the execution of our drilling and completion activities in addition to certain lease acquisition activities. Our capital investment strategy is focused on prudently developing our existing properties to generate sustainable cash flow considering current and forecasted commodity prices. For the three months ended March 31, 2026, the Company's incurred capital expenditures totaled $161.2 million related to operated activities, of which $117.9 million related to drilling and completion activities, $3.9 million related to maintenance land and seismic investments and $39.5 million related to discretionary acreage acquisitions.
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Our operated drilling and completion capital expenditures for 2026 are currently estimated to be in the range of $365 million to $390 million. Also, we currently expect to spend approximately $35 million to $40 million in 2026 for maintenance land and seismic investments, primarily focused on near-term drilling programs and facilitating increases in our working interests and lateral footage in units we plan to drill in 2026, 2027 and 2028. We expect this capital program to result in approximately 1.030 to 1.055 Bcfe per day of production in 2026.
Sources and Uses of Cash
The following table presents the major changes in cash and cash equivalents (in thousands):
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | ||||||||||
| Net cash provided by operating activities | $ | 292,918 | $ | 177,280 | |||||||
| Additions to oil and natural gas properties | (137,833) | (108,231) | |||||||||
| Debt activity, net | 35,000 | (3,000) | |||||||||
| Repurchases of common stock | (169,752) | (57,809) | |||||||||
| Dividends on preferred stock | — | (862) | |||||||||
| Shares exchanged for tax withholdings | (18,644) | (2,962) | |||||||||
| Other | (581) | (547) | |||||||||
| Net change in cash and cash equivalents | $ | 1,108 | $ | 3,869 | |||||||
| Cash and cash equivalents at end of period | $ | 2,921 | $ | 5,342 | |||||||
Net cash provided by operating activities. Net cash provided by operating activities was $292.9 million for the three months ended March 31, 2026, as compared to $177.3 million for the three months ended March 31, 2025.
Additions to oil and natural gas properties. During the three months ended March 31, 2026, we spud nine gross (8.86 net) operated wells and commenced sales from five gross (4.96 net) operated wells targeting the Utica and Marcellus formations for a total incurred cost of approximately $105.0 million. During the three months ended March 31, 2026, we spud 2 gross (1.60 net) operated wells in the SCOOP for a total incurred cost of approximately $12.8 million.
Drilling and completion costs discussed above reflect incurred costs while drilling and completion costs presented in the table below reflect cash payments for drilling and completions. Incurred capital expenditures and cash capital expenditures may vary from period to period due to the cash payment cycle. Cash capital expenditures were as follows (in thousands):
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | ||||||||||
| Oil and Natural Gas Property Cash Expenditures: | |||||||||||
| Drilling and completion costs | $ | 83,470 | $ | 90,859 | |||||||
| Leasehold and seismic acquisitions | 43,372 | 11,207 | |||||||||
| Other | 10,991 | 6,165 | |||||||||
| Total oil and natural gas property expenditures | $ | 137,833 | $ | 108,231 | |||||||
Debt activity, net. In the three months ended March 31, 2026, the Company had $575.0 million and $540.0 million in borrowings and repayments, respectively, on its Credit Facility. As of April 29, 2026 the Company had $169.0 million in borrowings outstanding on its Credit Facility.
Repurchases of common stock. During the three months ended March 31, 2026, the Company repurchased 866,279 shares for approximately $172.8 million under the Repurchase Program at a weighted average price of $199.45 per share. For the same period in 2025, the Company repurchased 340,664 shares for $60.0 million at a weighted average price of $176.13 per share.
Dividends on preferred stock. During the three months ended March 31, 2025, the Company paid $0.9 million of cash dividends to holders of our preferred stock. We redeemed the remaining outstanding balance of our preferred stock on September 5, 2025.
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Shares exchanged for tax withholdings. During the three months ended March 31, 2026, the Company paid $18.6 million of shares exchanged for tax withholdings compared to $3.0 million in the three months ended March 31, 2025. The increase in shares traded for taxes was primarily due to the vesting of certain performance vesting restricted stock units, as discussed in Note 7 of our consolidated financial statements.
Contractual and Commercial Obligations
We have various contractual obligations in the normal course of our operations and financing activities, as discussed in Note 9 of our consolidated financial statements. There have been no other material changes to our contractual obligations from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Off-balance Sheet Arrangements
We may enter into off-balance sheet arrangements and transactions that can give rise to material off-balance sheet obligations. As of March 31, 2026, our material off-balance sheet arrangements and transactions include $48.7 million in letters of credit outstanding against our Credit Facility and $45.3 million in surety bonds issued. Both the letters of credit and surety bonds are being used as financial assurance, primarily for certain firm transportation agreements. Additionally, the Company entered into various contractual commitments to purchase inventory and other material to be used in future activities. The Company's commitment to purchase these materials exists through 2026, with approximately $8.8 million remaining. There are no other transactions, arrangements or other relationships with unconsolidated entities or other persons that are reasonably likely to materially affect our liquidity or availability of our capital resources. See Note 9 of our consolidated financial statements for further discussion of the various financial guarantees we have issued.
Critical Accounting Policies and Estimates
As of March 31, 2026, there have been no significant changes in our critical accounting policies from those disclosed in our 2025 Annual Report on Form 10-K.
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| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | ||||
Natural Gas, Oil and Natural Gas Liquids Derivative Instruments. Our results of operations and cash flows are impacted by changes in market prices for natural gas, oil and NGL. To mitigate a portion of our exposure to adverse price changes, we have entered into various derivative instruments. Our natural gas, oil and NGL derivative activities, when combined with our sales of natural gas, oil and NGL, allow us to predict with greater certainty the revenue we will receive. We believe our derivative instruments continue to be highly effective in achieving our risk management objectives.
Our general strategy for protecting short-term cash flow and attempting to mitigate exposure to adverse natural gas, oil and NGL price changes is to hedge into strengthening natural gas, oil and NGL futures markets when prices reach levels that management believes provide reasonable risk-adjusted rates of return and protect the financial position of the Company. Information we consider in forming an opinion about future prices includes general economic conditions, industrial output levels and expectations, producer breakeven cost structures, liquefied natural gas trends, oil and natural gas storage inventory levels, industry decline rates for base production and weather trends. Executive management is involved in all risk management activities and the Board of Directors reviews our derivative program at its quarterly board meetings.
We use derivative instruments to achieve our risk management objectives, including swaps and costless collars. All of these are described in more detail below. We typically use swaps for a large portion of the oil and natural gas price risk we hedge.
We determine the notional volume potentially subject to derivative contracts by reviewing our overall estimated future production levels, which are derived from extensive examination of existing producing reserve estimates and estimates of estimated production from new drilling. Production forecasts are updated at least monthly and adjusted if necessary to actual results and activity levels. We do not enter into derivative contracts for volumes in excess of our share of forecasted production. The actual fixed prices on our derivative instruments is derived from the reference prices from third-party indices such as NYMEX. All of our commodity derivative instruments are net settled based on the difference between the fixed price as stated in the contract and the floating-price, resulting in a net amount due to or from the counterparty.
We review our derivative positions continuously and if future market conditions change and prices are at levels we believe could jeopardize the effectiveness of a position, we mitigate this risk by either negotiating a cash settlement with our counterparty, restructuring the position or entering a new trade that effectively reverses the current position. The factors we consider in closing or restructuring a position before the settlement date are consistent with those we review when deciding to enter the original derivative position.
We have determined the fair value of our derivative instruments utilizing established index prices, volatility curves, discount factors and option pricing models. These estimates are compared to counterparty valuations for reasonableness. Derivative transactions are also subject to the risk that counterparties will be unable to meet their obligations. This non-performance risk is considered in the valuation of our derivative instruments, but to date has not had a material impact on the values of our derivatives. The values we report in our financial statements are as of a point in time and subsequently change as these estimates are revised to reflect actual results, changes in market conditions and other factors. See Note 11 of our consolidated financial statements for further discussion of the fair value measurements associated with our derivatives.
As of March 31, 2026, our natural gas, oil and NGL derivative instruments consisted of the following types of instruments:
•Swaps: We receive a fixed price and pay a floating market price to the counterparty for the hedged commodity.
•Basis Swaps: These instruments are arrangements that guarantee a fixed price differential to NYMEX from a specified delivery point. We receive the fixed price differential and pay the floating market price differential to the counterparty for the hedged commodity.
•Costless Collars: Each two-way price collar has a set floor and ceiling price for the hedged production. If the applicable monthly price indices are outside of the ranges set by the floor and ceiling prices in the various collars, the Company will cash-settle the difference with the counterparty.
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Our hedge arrangements may expose us to risk of financial loss in certain circumstances, including instances where production is less than expected or commodity prices increase. At March 31, 2026, we had a net asset derivative position of $70.6 million as compared to a net asset derivative position of $29.7 million as of December 31, 2025. Utilizing actual derivative contractual volumes, a 10% increase in underlying commodity prices would have decreased our asset by approximately $92.5 million, while a 10% decrease in underlying commodity prices would have increased our asset by approximately $92.7 million. However, any realized derivative gain or loss would be substantially offset by a decrease or increase, respectively, in the actual sales value of production covered by the derivative instrument.
Interest Rate Risk. Our Credit Facility is structured under floating rate terms, as advances under these facilities may be in the form of either base rate loans or term benchmark loans. As such, our interest expense is sensitive to fluctuations in the prime rates in the United States, or, if the term benchmark rates are elected, the term benchmark rates. At March 31, 2026, we had $182.0 million outstanding borrowings under our Credit Facility which bore interest at a weighted average rate of 6.30% for the three months ended March 31, 2026. As of March 31, 2026, we did not have any interest rate swaps to hedge interest rate risks.
| ITEM 4. | CONTROLS AND PROCEDURES | ||||
Evaluation of Disclosure Control and Procedures. Under the direction of our Board Chair and our Chief Financial Officer, and with participation of management, we have established disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. The disclosure controls and procedures are also intended to ensure that such information is accumulated and communicated to management, including our Board Chair and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
As of March 31, 2026, an evaluation was performed under the supervision and with the participation of management, including our Board Chair and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Exchange Act. Based upon our evaluation, our Board Chair and our Chief Financial Officer have concluded that, as of March 31, 2026, our disclosure controls and procedures are effective.
In designing and evaluating the Company's disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the control system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events and the application of judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of these and other inherent limitations of control systems, there is only reasonable assurance that the Company's controls will succeed in achieving their goals under all potential future conditions.
Changes in Internal Control over Financial Reporting. There have not been any changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.
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PART II
| ITEM 1. | LEGAL PROCEEDINGS | ||||
The information with respect to this Item 1. “Legal Proceedings” is set forth in Note 9 of our consolidated financial statements.
| ITEM 1A. | RISK FACTORS | ||||
Our business has many risks. Factors that could materially adversely affect our business, financial condition, operating results or liquidity and the trading price of our common stock or senior notes are described below and under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | ||||
Unregistered Sales of Equity Securities
None.
Issuer Repurchases of Equity Securities
Our common stock repurchase activity for the three months ended March 31, 2026 was as follows:
| Period | Total Number of Shares Purchased(1) | Average Price Paid per Share | Total number of shares purchased as part of publicly announced plans or programs | Approximate maximum dollar value of shares that may yet be purchased under the plans or programs | |||||||||||||||||||
| January 1 - January 31 | 234,895 | $ | 190.82 | 166,187 | $ | 549,038,000 | |||||||||||||||||
| February 1 - February 28 | 273,792 | $ | 201.36 | 273,168 | $ | 494,038,000 | |||||||||||||||||
| March 1 - March 31 | 448,118 | $ | 204.48 | 426,924 | $ | 406,835,000 | |||||||||||||||||
| Total | 956,805 | $ | 200.23 | 866,279 | |||||||||||||||||||
(1) We repurchased and canceled 68,708, 624 and 21,194 shares of our common stock at a weighted average price of $207.38, $208.66 and $208.92 to satisfy tax withholding requirements incurred upon the vesting of restricted stock unit awards during January, February and March 2026, respectively.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | ||||
None.
| ITEM 4. | MINE SAFETY DISCLOSURES | ||||
Not applicable.
| ITEM 5. | OTHER INFORMATION | ||||
Trading Arrangements
During the three months ended March 31, 2026, none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors adopted terminated
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Appointment of President and Chief Executive Officer
On May 4, 2026, the Board of Directors appointed Domenic J. Dell’Osso, Jr. as President and Chief Executive Officer of the Company, effective as of May 28, 2026 (the “Effective Date”). Mr. Dell’Osso has more than 20 years of experience in the energy sector, with expertise in corporate strategy, capital markets and mergers and acquisitions, as well as leading companies through periods of transformation to position them for long-term value creation. Most recently, he served as President and Chief Executive Officer of Expand Energy Corporation (NASDAQ: EXE) (formerly Chesapeake Energy Corporation) from 2021 to February 2026. During his tenure as CEO, Expand Energy became the largest natural gas producer in the United States and grew EBITDA and free cash flow significantly. The company also became widely recognized as the capital efficiency and cost leader in every basin of operations, exhibiting disciplined capital allocation to match market conditions and return significant capital to shareholders. Mr. Dell’Osso joined Chesapeake in 2008, serving in roles of increasing responsibility, including Executive Vice President and Chief Financial Officer from 2010 to 2021. Prior to Chesapeake, he was an investment banker with Jefferies & Co and Banc of America Securities. He earned a Master of Business Administration in Finance from The University of Texas at Austin and a Bachelor’s degree in Economics from Boston College. Mr. Dell’Osso currently serves on the board of Transocean Ltd. (NYSE: RIG). There are no family relationships between Mr. Dell’Osso and any director or executive officer of the Company that are required to be disclosed pursuant to Item 401(d) of Regulation S-K, there are no undertakings between Mr. Dell’Osso and any other person pursuant to which he was selected to serve as an officer of the Company, and there are no transactions between the Company and Mr. Dell’Osso that would require disclosure under Item 404(a) of Regulation S-K.
Upon Mr. Dell’Osso’s commencement of service as President and Chief Executive Officer, the Office of the Chairman will be discontinued and Timothy Cutt, Michael Hodges, Matthew Rucker and Patrick Craine will continue to serve in their roles as non-executive Chairman of the Board, Executive Vice President and Chief Financial Officer, Executive Vice President and Chief Operating Officer and Executive Vice President and Chief Legal and Administrative Officer, respectively.
In connection with Mr. Dell’Osso’s appointment as President and Chief Executive Officer of the Company, he and the Company entered into an Employment Agreement (the “Dell’Osso Employment Agreement”), effective as of the Effective Date. The Dell’Osso Employment Agreement provides for, among other things, (i) an initial employment term ending on December 31, 2029, with one-year automatic renewals unless either party provides at least 90 days’ prior written notice of its intention to not extend the term; provided, that if a Change in Control (as defined in the Gulfport Energy Corporation 2021 Stock Incentive Plan, as may be amended from time to time (the “Plan”)) occurs, the employment term will be extended to the later of the original expiration date of the term and the expiration of the 24 month period following the effective date of such Change in Control, (ii) an annualized base salary of $925,000, (iii) eligibility to receive an annual performance-based cash bonus, with the target value for fiscal year 2026 equal to 120% of his base salary, and (iv) eligibility to receive annual grants of incentive equity awards pursuant to the Plan, as determined in the sole discretion of the Company’s Compensation Committee.
Under the Dell’Osso Employment Agreement, if Mr. Dell’Osso’s employment is terminated by the Company without Cause or if Mr. Dell’Osso resigns for Good Reason (each as defined in the Dell’Osso Employment Agreement), Mr. Dell’Osso will receive, subject to his execution and non-revocation of a release of claims against the Company and its affiliates and his continued compliance with restrictive covenants, (i) a cash severance payment equal to two times the sum of his then-current base salary plus his target annual bonus for the fiscal year in which such termination occurs (which is increased to three times the sum of base salary and target annual bonus in the event such a termination occurs within 24 months following a Change in Control), (ii) payment of the pro rata portion of his target annual bonus for the fiscal year in which such termination occurs, and (iii) subject to Mr. Dell’Osso’s timely election of continuation coverage under COBRA, a cash payment equal to his aggregate monthly COBRA premiums for the 12 month period following such termination date, to be used by Mr. Dell’Osso to subsidize his COBRA premiums (which is increased to 18 months in the event such a termination occurs within 24 months following a Change in Control), in each case, payable in a lump sum on the 60th date following such termination date. The Employment Agreement also provides for the following restrictive covenants: (i) non-solicitation of customers, employees and independent contractors during employment and for 12 months following termination, (ii) perpetual non-disclosure of confidential information and trade secrets, and (iii) assignment of intellectual property. The foregoing description of the terms of the Dell’Osso Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the form Employment Agreement, a copy of which is attached hereto as Exhibit 10.1.
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In addition, in connection with Mr. Dell’Osso’s appointment as President and Chief Executive Officer of the Company, subject to approval by the Company’s Compensation Committee and contingent upon Mr. Dell’Osso commencing employment with the Company on May 28, 2026, Mr. Dell’Osso will be granted an onboarding grant equal to approximately $2,000,000 in the form of time-based restricted stock units, granted pursuant to the Form of Executive Restricted Stock Unit Award Agreement, dated as of February 23, 2026, which was filed as Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 25, 2026, and incorporated by reference herein (the “Form RSU Award Agreement”), and an initial equity award under the Plan, with a target value equal to approximately $5,800,000. Such award will be granted as follows: (i) 40% in the form of time-based restricted stock units, granted pursuant to the Form of Employee Restricted Stock Unit Award Agreement pursuant to the Form RSU Award Agreement, and (ii) 60% in the form of performance-based restricted stock units, granted pursuant to the Form of Performance-Based Restricted Stock Unit Award Agreement, dated as of February 23, 2026, which was filed as Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 25, 2026, and incorporated by reference herein (the “Form PRSU Award Agreement”).
Amended & Restated Executive Employment Agreements and Equity Awards
On May 4, 2026, the Board of Directors authorized the Company to enter into amended and restated employment agreements, with each of Patrick K. Craine, the Company’s Chief Legal and Administrative Officer and Corporate Secretary, Michael Hodges, the Company’s Chief Financial Officer, Matthew Rucker, the Company’s Chief Operating Officer and Michael J. Sluiter, the Company’s Senior Vice President of Reservoir Engineering, (collectively, as amended and restated, the “Employment Agreements”). The terms of the Employment Agreements are substantially similar to the Form Employment Agreement, except that:
•Mr. Craine will (i) receive an annualized base salary of $530,000, (ii) eligibility to receive an annual performance-based cash bonus, with the target value for fiscal year 2026 equal to 90% of his base salary, and (iii) eligibility to receive annual grants of incentive equity awards pursuant to the Plan, as determined in the sole discretion of the Company’s Compensation Committee.
•Mr. Hodges will (i) receive an annualized base salary of $560,000, (ii) eligibility to receive an annual performance-based cash bonus, with the target value for fiscal year 2026 equal to 100% of his base salary, and (iii) eligibility to receive annual grants of incentive equity awards pursuant to the Plan, as determined in the sole discretion of the Company’s Compensation Committee.
•Mr. Rucker will (i) receive an annualized base salary of $530,000, (ii) eligibility to receive an annual performance-based cash bonus, with the target value for fiscal year 2026 equal to 100% of his base salary, and (iii) eligibility to receive annual grants of incentive equity awards pursuant to the Plan, as determined in the sole discretion of the Company’s Compensation Committee.
•Mr. Sluiter will (i) receive an annualized base salary of $445,000, (ii) eligibility to receive an annual performance-based cash bonus, with the target value for fiscal year 2026 equal to 80% of his base salary, and (iii) eligibility to receive annual grants of incentive equity awards pursuant to the Plan, as determined in the sole discretion of the Company’s Compensation Committee.
•The awards granted to Mr. Craine, Mr. Hodges, Mr. Rucker and Mr. Sluiter will be granted as follows: (i) 40% in the form of time-based restricted stock units, granted pursuant to the Form RSU Award Agreement and (ii) 60% in the form of performance-based restricted stock units, granted pursuant to the Form PRSU Award Agreement. The foregoing description of the Employment Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form Employment Agreement, which is filed as Exhibit 10.1 to this Report.
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| ITEM 6. | EXHIBITS | ||||
| INDEX OF EXHIBITS | ||||||||||||||||||||||||||||||||||||||
| Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
| Exhibit Number | Description | Form | SEC File Number | Exhibit | Filing Date | Filed or Furnished Herewith | ||||||||||||||||||||||||||||||||
| 2.1 | 8-K | 001-19514 | 2.2 | 4/29/2021 | ||||||||||||||||||||||||||||||||||
| 3.1 | 8-K | 000-19514 | 3.1 | 5/17/2021 | ||||||||||||||||||||||||||||||||||
| 3.2 | 8-K | 000-19514 | 3.2 | 5/17/2021 | ||||||||||||||||||||||||||||||||||
10.1+ | X | |||||||||||||||||||||||||||||||||||||
| 31.1 | X | |||||||||||||||||||||||||||||||||||||
| 31.2 | X | |||||||||||||||||||||||||||||||||||||
| 32.1 | X | |||||||||||||||||||||||||||||||||||||
| 32.2 | X | |||||||||||||||||||||||||||||||||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | X | ||||||||||||||||||||||||||||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document. | X | ||||||||||||||||||||||||||||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||||||||||||||||||||||||||||||||||||
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41
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 6, 2026
| GULFPORT ENERGY CORPORATION | ||||||||
| By: | /s/ Michael Hodges | |||||||
| Michael Hodges Chief Financial Officer | ||||||||
42
Exhibit 10.1
EMPLOYMENT AGREEMENT
between
GULFPORT ENERGY CORPORATION
and
[●]
Effective May 28, 2026
EMPLOYMENT AGREEMENT
THIS AGREEMENT (this “Agreement”) is made effective May 28, 2026, between GULFPORT ENERGY CORPORATION, a Delaware corporation (the “Company”) and [●], an individual (the “Executive”).
WITNESSETH:
WHEREAS, the Company desires to retain the services of the Executive and the Executive desires to make the Executive’s services available to the Company, pursuant to the terms and conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the Company and the Executive agree as follows:
1.Employment. The Company hereby agrees to employ the Executive and the Executive hereby accepts such employment subject to the terms and conditions contained in this Agreement.
2.Executive’s Duties. The Executive will be employed on a full-time basis. Throughout the Term (as defined below), the Executive will use the Executive’s best efforts and due diligence to assist the Company in achieving the most profitable operation of the Company and the Company’s affiliated entities consistent with developing and maintaining a quality business operation.
2.1Specific Duties. The Executive will serve as [●] of the Company, and in such other positions as may be mutually agreed upon by the parties, and shall report directly to the Board of Directors of the Company (the “Board”). The Executive shall perform all of the duties required to fully and faithfully execute the office and position to which the Executive is appointed, and such other duties as may be reasonably requested by the Board. During the Term, the Executive may be nominated for election or appointed to serve as a director of the Board or as a director or officer of any of the Company’s affiliated entities without additional compensation.
2.2Duty of Loyalty. The Executive acknowledges and agrees that the Executive has a fiduciary duty of loyalty to act in the best interests of the Company and to do no act that would materially injure the business, interests or reputation of the Company or any of its affiliates. In keeping with these duties, the Executive shall make full disclosure to the Company of all business opportunities pertaining to the Company’s business and shall not appropriate for the Executive’s own benefit business opportunities concerning the subject matter of the fiduciary relationship.
2.3Policies and Procedures. The Company has issued various policies and procedures applicable to all employees of the Company and its related and affiliated entities including policies which set forth the general human resources policies of the Company and addresses frequently asked questions regarding the Company. The Executive agrees to comply with such policies and procedures except to the extent inconsistent with this Agreement. Such policies and procedures may be changed or adopted in the sole discretion of the Company without advance notice.
2.4Principal Place of Employment. During the Term, the Executive’s principal place of employment with the Company shall be the Company’s corporate headquarters located in Oklahoma City,
Oklahoma; provided, that the Executive understands and agrees that the Executive may be required to travel from time to time for business purposes, subject to the Company’s travel policy.
3.Other Activities. The Executive shall devote substantially all of the Executive’s business time and attention to the performance of the Executive’s duties hereunder and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict with the performance of such services either directly or indirectly without the prior written consent of the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board, act or serve as a director, trustee, committee member, or principal of any type of business, civic, or charitable organization and (b) purchase or own less than five percent (5%) of the publicly traded securities of any corporation; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation; provided further that, the activities described in clauses (a) and (b) of this Section 3 do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder, including, but not limited to, the obligations set forth in Section 2 hereof.
4.Executive’s Compensation. The Company agrees to compensate the Executive as follows:
4.1Base Salary. During the Term, the Executive shall be paid an annual base salary at a rate of $[●] (the “Base Salary”), paid in accordance with the Company’s normal payroll procedures. The Compensation Committee of the Board (the “Committee”) will annually review the Executive’s Base Salary for increase, with any such increase being in the sole discretion of the Committee.
4.2Bonus. During the Term, the Executive shall be eligible to receive an annual bonus under the Company’s annual incentive plan as may be in effect from time to time (the “Annual Bonus”), based on the achievement of performance targets established by the Committee. The Annual Bonus for fiscal year 2026 shall be targeted at [●] percent ([●]%) of Base Salary, and for each subsequent fiscal year during the Term, the Annual Bonus target shall be determined by the Committee in its sole discretion. The Annual Bonus shall be paid to the Executive at the same time as annual bonuses are generally paid to other executive officers of the Company, subject to the Executive’s continued employment through the applicable payment date.
4.3Equity Compensation. During the Term, the Executive will be eligible to receive annual grants of incentive equity awards as determined in the sole discretion of the Committee pursuant to the Gulfport Energy Corporation 2021 Stock Incentive Plan (the “Incentive Plan”) and any other Company equity compensation plans in effect from time to time (together with the Incentive Plan, the “Equity Compensation Plans”), subject to the terms and conditions of the applicable Equity Compensation Plan and the terms and conditions of each award agreement as determined by the Committee in its discretion. The target aggregate fair value of such awards shall be as determined by the Committee in its discretion, it being understood that the Committee may elect to not provide the Executive an award with respect to a particular year.
4.4Benefits. The Company will provide the Executive with benefits that are customarily provided to similarly situated executives of the Company and as are set forth in and governed by the Company’s employment policies and applicable plan documents. Additionally, the Company will provide twenty-five (25) days of paid time off (“PTO”) to the Executive, in accordance with the Company’s PTO policy. No additional compensation will be paid for failure to take PTO, except upon certain terminations of employment as set forth in Section 6 hereof. The Company will also provide the Executive the opportunity to apply for coverage under the Company’s medical, life and disability plans, if any. If the Executive is accepted for coverage under such plans, the Company will make such coverage available to the Executive on the same terms as is customarily provided by the Company to the plan participants as modified from time to time in the Company’s sole discretion. The Executive will be entitled to receive reimbursement for all reasonable business expenses incurred by the Executive in accordance with the Company’s expense reimbursement
policy. All payments for reimbursement under this Section 4.4 shall be paid promptly but in no event later than the last day of the Executive’s taxable year following the taxable year in which the Executive incurred such expenses.
5.Term. The term of the Executive’s employment under the provisions of this Agreement shall be for a period commencing on May 28, 2026 (the “Effective Date”) and shall continue until December 31, 2029 (the “Initial Expiration Date”), unless terminated earlier pursuant to Section 6 hereof; provided, that upon the Initial Expiration Date and each annual anniversary thereafter (such date and each annual anniversary thereafter, a “Renewal Date”), this Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one (1) year, unless either party provides written notice of its intention not to extend the term of this Agreement at least ninety (90) days prior to the applicable Renewal Date (the period of the Executive’s employment under this Agreement being the “Term”); provided, further, that if during the Term a Change in Control (as defined in the Incentive Plan) occurs, the Term shall be extended to the later of (i) the original expiration date of the Term and (ii) the expiration of the Change in Control Period. For purposes of this Agreement, “Change in Control Period” means the twenty-four (24) month period commencing on the effective date of a Change in Control.
6.Termination. This Agreement will continue in effect until the expiration of the Term unless earlier terminated pursuant to this Section 6. For purposes of this Agreement, “Termination Date” shall mean (a) if the Executive’s employment is terminated pursuant to Section 6.4 by death, the date of the Executive’s death; (b) if the Executive’s employment is terminated pursuant to Section 6.3 due to a disability, thirty (30) days after notice of termination is provided to the Executive in accordance with Section 6.3; (c) if the Executive’s employment is terminated by the Company without Cause (as defined in Section 6.1.5) pursuant to Section 6.1.1 or by the Executive for Good Reason (as defined in Section 6.1.2) pursuant to Section 6.1.2, on the effective date of termination specified in the notice required by Section 6.1.1 or Section 6.1.2, respectively; (d) if the Executive’s employment is terminated by Company for Cause pursuant to Section 6.1.5, the date on which the notice of termination required by Section 6.1.5 is given; or (e) if the Executive’s employment is terminated by the Executive without Good Reason pursuant to Section 6.2, on the effective date of termination specified by the Executive in the notice of termination required by Section 6.2 unless the Company rejects such date as allowed by Section 6.2, in which case it would be the date specified by the Company. Upon the Executive’s termination of employment for any reason pursuant to this Section 6, the Executive shall be entitled to receive the following: (i) any earned but unpaid Base Salary, payable within thirty (30) days following the Termination Date, (ii) any unreimbursed business expenses incurred through the Termination Date, payable within thirty (30) days following the Termination Date, (iii) payment of any PTO pay accrued but unused through the Termination Date, payable within thirty (30) days following the Termination Date, and (iv) any amounts or benefits due under any benefit plan, program or arrangement of the Company, in accordance with the terms contained therein (collectively, the “Accrued Benefits”).
6.1Termination without Cause; for Good Reason; for Cause. The Executive’s employment under this Agreement may be terminated prior to the expiration of the Term under the following circumstances:
6.1.1Termination by the Company without Cause. The Company may terminate the Executive’s employment without Cause at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than the date of such notice.
6.1.2Termination by the Executive for Good Reason. The Executive may terminate employment with the Company for Good Reason and such termination will not be a breach of this Agreement by the Executive. For purposes of this Agreement, “Good Reason” shall mean the occurrence of one of the events set forth below:
a.elimination of the Executive’s job position or material reduction in duties and/or reassignment of the Executive to a new position of materially less authority;
b.a material reduction in the Executive’s Base Salary; or
c.the relocation of the Executive’s principal place of employment by more than fifty (50) miles from the location of the Executive’s principal place of employment as of the Effective Date.
Notwithstanding the foregoing, the Executive will not be deemed to have terminated for Good Reason unless (A) the Executive provides written notice to the Company of the existence of one of the conditions described above within ninety (90) days after the Executive has knowledge of the initial existence of the condition, (B) the Company fails to remedy the condition so identified within thirty (30) days after receipt of such notice (if capable of remedy), (C) the Executive provides a notice of termination to the Company within thirty (30) days of the expiration of the Company’s period to remedy the condition specifying an effective date for the Executive’s termination, and (D) the effective date of the Executive’s termination of employment is within ninety (90) days after the Executive provides written notice to the Company of the existence of the condition referred to in clause (A).
6.1.3Obligations of the Company Upon a Termination by the Company without Cause or by the Executive for Good Reason. Upon the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason, the Executive will receive the Accrued Benefits and, subject to the Executive’s (a) execution and non-revocation of a waiver and release agreement substantially in the form attached hereto as Exhibit A, which will operate as a release of all legally waivable claims against the Company (the “Release”), and (b) continued compliance with the restrictive covenants set forth in Sections 7, 8 and 9 of this Agreement (collectively, the “Restrictive Covenants”), the Executive will receive; (i) a cash severance payment equal to [●] ([●]) times the sum of (x) the Executive’s then-current Base Salary plus (y) the Executive’s target Annual Bonus for the fiscal year in which such termination occurs, payable in a lump sum on the date that is sixty (60) days following the Termination Date; (ii) payment of the prorata portion of the Executive’s target Annual Bonus for the fiscal year in which the Termination Date occurs, determined based on the number of days that have lapsed during such fiscal year prior to the Termination Date divided by 365, payable in a lump sum on the date that is sixty (60) days following the Termination Date; and (iii) subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act and, if applicable, any state continuation coverage laws (collectively, “COBRA”), a cash payment equal to the Executive’s aggregate monthly COBRA premiums for the twelve (12) month period following the Termination Date, payable in a lump sum on the date that is sixty (60) days following the Termination Date, to be used by the Executive to subsidize the Executive’s COBRA premiums.
6.1.4Obligations of the Company Upon a Termination by the Company without Cause or by the Executive for Good Reason Following a Change in Control. Upon the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period, the Executive will receive the Accrued Benefits and, subject to the Executive’s (a) execution and non-revocation of the Release, and (b) continued compliance with the Restrictive Covenants, the Executive will receive, in lieu of the severance payments set forth in Section 6.1.3 hereof, (i) a cash severance payment equal to [●] ([●]) times the sum of (x) the Executive’s then-current Base Salary plus (y) the Executive’s target Annual Bonus for the fiscal year in which such termination occurs, payable in a lump sum on the date that is sixty (60) days following the Termination Date; (ii) payment of the prorata portion of the Executive’s target Annual Bonus for the fiscal year in which the Termination Date occurs, determined based on the number of days that have lapsed during such fiscal year
prior to the Termination Date divided by 365, payable in a lump sum on the date that is sixty (60) days following the Termination Date; and (iii) subject to the Executive’s timely election of continuation coverage under COBRA, a cash payment equal to the Executive’s aggregate monthly COBRA premiums for the eighteen (18) month period following the Termination Date, payable in a lump sum on the date that is sixty (60) days following the Termination Date, to be used by the Executive to subsidize the Executive’s COBRA premiums.
In the event the Executive breaches any of the Restrictive Covenants, the Executive’s right to receive the severance payments set forth in Section 6.1.3 or Section 6.1.4 hereof, as applicable, shall immediately cease and be forfeited, and any prior severance payments previously paid to the Executive shall be immediately repaid by the Executive to the Company.
6.1.5Termination for Cause. The Company may terminate the employment of the Executive hereunder at any time for Cause by giving the Executive written notice of such termination. For purposes of this Agreement, “Cause” means:
i.the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or
ii.the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes of this provision, no act, or failure to act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.
Upon the termination of the Executive’s employment by the Company for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the Termination Date other than the Accrued Benefits.
6.2Termination by Executive without Good Reason. The Executive may voluntarily terminate the Executive’s employment under this Agreement without Good Reason upon the service of ninety (90) days’ prior written notice of such termination to the Company. The Company reserves the right to end the employment relationship at any time after the date such notice is given to the Company and to pay the Executive through the Termination Date, which will not change the nature of the termination for purposes of this Agreement.
6.3Disability. If the Executive becomes “Disabled” (as defined below), the Company may give the Executive written notice of its intention to terminate on the thirtieth (30th) day after receipt of the notice by the Executive. For purposes of this Agreement, the Executive is “Disabled” if the Executive is unable to perform the essential functions of the position (with or without reasonable accommodation) under this Agreement, which disability lasts for an uninterrupted period of at least ninety (90) days or a total of at least one-hundred and eighty (180) days out of any
consecutive three-hundred and sixty (360) day period, as a result of the Executive’s incapacity due to physical or mental illness (as determined by the opinion of an independent physician selected by the Company). In applying this Section 6.3, the Company will comply with any applicable legal requirements, including the Americans with Disabilities Act.
6.4Death of Executive. If the Executive dies during the Term, the Company may thereafter terminate this Agreement without compensation (other than the Accrued Benefits). Amounts payable under this Section 6.4 shall be paid to the beneficiary designated on the Company’s universal beneficiary designation form in effect on the date of the Executive’s death. If the Executive fails to designate a beneficiary or if such designation is ineffective, in whole or in part, any payment that would otherwise have been paid under this Section 6.4 shall be paid to the Executive’s estate.
6.5Effect of Termination. Upon termination of this Agreement and termination of the Executive’s employment for any reason (other than by reason of the Executive’s death), the Executive shall comply with all post-employment requirements including this Section 6.5 and Sections 7, 8, 9, 10, 11, 12 and 13, as well as the Company’s arbitration program. Except as otherwise expressly provided in this Section 6, no accrued bonus, severance pay or any other form of compensation will be payable by the Company to the Executive by reason of the termination of this Agreement. All keys, entry cards, credit cards, files, records, financial information, Confidential Information (as defined below), research, results, test data, instructions, drawings, sketches, specifications, product data sheets, products, books, DVDs, disks, memory devices, business plans, marketing plans, documents, correspondence, furniture, furnishings, equipment, supplies and other items relating to the Company in the Executive’s possession will remain the property of the Company. Upon termination of employment, the Executive will have the right to retain and remove all personal property and effects which are owned by the Executive and located in the offices of the Company at a time determined by the Company. All such personal items will be removed from such offices no later than two (2) days after the Termination Date, and the Company is hereby authorized to discard any items remaining and to reassign the Executive’s office space after such date. Prior to the Termination Date, the Executive will render such services to the Company as might be reasonably required to provide for the orderly termination of the Executive’s employment. Notwithstanding the foregoing and without discharging any obligations to pay compensation to the Executive under this Agreement, after notice of the termination, the Company may request that the Executive not provide any other services to the Company and not enter the Company’s premises before or after the Termination Date. In the event that the Executive separates employment with the Company, the Executive hereby grants consent to notification by the Company to the Executive’s new employer about the Executive’s rights and obligations under this Agreement. Upon such termination of employment, the Executive further agrees to acknowledge compliance with this Agreement in a form reasonably provided by the Company. Notwithstanding the foregoing, in the event that the Executive continues to provide services to the Company as a member of the Board following the Termination Date, if applicable, the Company may defer the application of any of the foregoing obligations in this Section 6.5 until the date of the Executive’s termination of service as a member of the Board.
Unless otherwise agreed to in writing by the Company and the Executive prior to the termination of the Executive’s employment, any termination of the Executive’s employment shall constitute (a) an automatic resignation of Executive as an officer of the Company and each affiliate of the Company and (b) an automatic revocation of any power of attorney granted to the Executive for the benefit of the Company or any of its affiliates.
7.Trade Secrets, Confidential Information and Inventions of the Company.
7.1Trade Secrets and Confidential Information. The Executive agrees that during the Executive’s employment hereunder, the Executive will have access to various trade secrets, confidential information and inventions of the Company as defined below.
7.1.1“Confidential Information” means all information and material which is proprietary to the Company, whether or not marked as “confidential” or “proprietary” and which is disclosed to or obtained from the Company by the Executive, which relates to the Company’s past, present or future research, development or business activities. Confidential Information includes all information or materials prepared by or for the Company and includes, without limitation, all of the following: designs, drawings, specifications, techniques, models, data, source code, object code, documentation, diagrams, flow charts, research, development, processes, systems, methods, machinery, procedures, “know-how”, new product or new technology information, formulas, patents, patent applications, product prototypes, product copies, cost of production, manufacturing, developing or marketing techniques and materials, cost of production, development or marketing time tables, customer lists, strategies related to customers, suppliers or personnel, contract forms, pricing policies and financial information, volumes of sales, and other information of similar nature, whether or not reduced to writing or other tangible form, and any other Trade Secrets, as defined by Section 7.1.3, or non-public business information. Confidential Information also will include any additional Company information with respect to which the Company took reasonable and apparent steps to preserve confidentiality. For purposes of this Agreement, the terms of this Agreement will be treated by the Executive as Confidential Information. Notwithstanding the foregoing, nothing in this Agreement, any other agreement between the Executive and the Company, or any Company policy shall be read to prevent the Executive from (a) sharing this Agreement or other information with the Executive’s attorney; (b) reporting possible violations of federal law or regulation to any governmental agency or entity including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress, and any Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. The Executive will not need the prior authorization of the Company to make any such reports or disclosures and the Executive will not be required to notify the Company that the Executive has made such reports or disclosures; (c) sharing information about this Agreement with the Executive’s spouse, accountant, attorney or financial advisor so long as the Executive ensures that such parties maintain the strict confidentiality of this Agreement; or (d) apprising any future or potential employer or other person or entity to which the Executive provides services of the Executive’s continuing obligations to the Company under this Agreement.
7.1.2“Inventions” means all discoveries, concepts and ideas, whether patentable or not, including, but not limited to, processes, methods, formulas, compositions, techniques, articles and machines, as well as improvements thereof or “know-how” related thereto, relating at the time of conception or reduction to practice to the business engaged in by the Company, or any actual or anticipated research or development by the Company.
7.1.3“Trade Secrets” means any scientific or technical data, information, design, process, procedure, formula or improvement that is commercially available to the Company and is not generally known in the industry.
This Section 7.1 includes not only information belonging to the Company which existed before the date of this Agreement, but also information developed by the Executive for the Company or its employees during the Executive’s employment and thereafter.
7.2Restriction on Use of Confidential Information. The Executive agrees that the Executive’s use of Trade Secrets and other Confidential Information is subject to the following restrictions during the Term and for an indefinite period thereafter so long as the Trade Secrets and other Confidential Information have not become generally known to the public.
7.3Non-Disclosure. The Executive agrees that the Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or service or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reason.
7.4Prohibition Against Unfair Competition. At any time after the termination of the Executive’s employment or service with the Company for any reason, the Executive will not engage in competition with the Company while making use of the Trade Secrets of the Company.
7.5Patents and Inventions. The Executive agrees that any Inventions made, conceived or completed by the Executive during the Executive’s employment or service, solely or jointly with others, which are made with the Company’s equipment, supplies, facilities or Confidential Information, or which relate at the time of conception or reduction to purpose of the Invention to the business of the Company or the Company’s actual or demonstrably anticipated research and development, or which result from any work performed by the Executive for the Company, will be the sole and exclusive property of the Company, and all Trade Secrets, Confidential Information, copyrightable works, works of authorship, and all patents, registrations or applications related thereto, all other intellectual property or proprietary information and all similar or related information (whether or not patentable and copyrightable and whether or not reduced to tangible form or practice) which relate to the business, research and development, or existing or future products or services of the Company and/or its subsidiaries and which are conceived, developed or made by the Executive during the Executive’s employment or service with the Company (“Work Product”) will be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C. §101 et seq., as amended) and owned exclusively by the Company. To the extent that any Work Product is not deemed to be a “work made for hire” under applicable law, and all right, title and interest in and to
such Work Product have not automatically vested in the Company, the Executive hereby (a) irrevocably assigns, transfers and conveys, and will assign transfer and convey, to the fullest extent permitted by applicable law, all right, title and interest in and to the Work Product on a worldwide basis to the Company (or such other person or entity as the Company may designate), without further consideration, and (b) waives all moral rights in or to all Work Product, and to the extent such rights may not be waived, agrees not to assert such rights against the Company or its respective licensees, successors, or assigns. In order to permit the Company to claim rights to which it may be entitled, the Executive agrees to promptly disclose to the Company in confidence all Work Product which the Executive makes arising out of the Executive’s employment or service with the Company. The Executive will assist the Company in obtaining patents on all Work Product patentable by the Company in the United States and in all foreign countries, and will execute all documents and do all things necessary to obtain letters patent, to vest the Company with full and extensive title thereto, and to protect the same against infringement by others.
8.Non-Solicitation. The Executive agrees that during the Executive’s employment or service with the Company or any of its subsidiaries or affiliates and for the twelve (12) month period immediately following termination of such employment or service for any reason (the “Restricted Period”), the Executive shall not knowingly, directly or indirectly, solicit goods, services or a combination of goods and services from any “Established Customers” of the Company. For purposes of this Agreement, “Established Customer” means a customer, regardless of location, of the Company as of the date the Executive’s employment terminates who continues to be a customer or who the Company reasonably anticipates will continue to be a customer.
9.Non-Solicitation of Employees and Independent Contractors. The Executive agrees that during the Restricted Period, the Executive will not knowingly, directly or indirectly, solicit, induce or attempt to solicit or induce any executive, employee or independent contractor of the Company to terminate such individual’s employment relationship with the Company to go to work for any other company or third party.
10.Reasonableness. The Company and the Executive have attempted to specify a reasonable period of time and reasonable restrictions to which this Agreement shall apply. The Company and the Executive agree that if a court or administrative body should subsequently determine that the terms of this Agreement are greater than reasonably necessary to protect the Company’s interest, the Company agrees to waive those terms which are found by a court or administrative body to be greater than reasonably necessary to protect the Company’s interest and to request that the court or administrative body reform this Agreement specifying a reasonable period of time and such other reasonable restrictions as the court or administrative body deems necessary.
11.Equitable Relief. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique, unusual, extraordinary, and intellectual character, which gives them a peculiar value, and the loss of which cannot reasonably or adequately be compensated in damages in an action at law; and that a breach by the Executive of any of the provisions contained in this Agreement will cause the Company irreparable injury and damage. The Executive further acknowledges that the Executive possesses unique skills, knowledge and ability and that any material breach of the provisions of this Agreement would be extremely detrimental to the Company. By reason thereof, the Executive agrees that the Company shall be entitled, in addition to any other remedies it may have under this Agreement or otherwise, to injunctive and other equitable relief from any court of competent jurisdiction to prevent or curtail any breach of this Agreement by the Executive.
12.Continued Litigation Assistance. The Executive will cooperate with and assist the Company and its representatives and attorneys as requested, during and after the Term, with respect to any litigation, arbitration or other dispute resolutions by being available for interviews, depositions and/or testimony in regard to any matters in which the Executive is or has been involved or with respect to which the Executive has relevant information. The Company will reimburse the Executive for any reasonable business expenses the Executive may have incurred in connection with this obligation.
13.Arbitration. Except as provided in Section 11, any disputes, claims or controversies between the Company and the Executive, including, but not limited to, those arising out of or related to this Agreement or out of the parties’ employment relationship, shall be settled by arbitration as provided herein. This Agreement shall survive the termination or rescission of this Agreement. All arbitration shall be in accordance with Rules of the American Arbitration Association, including discovery, and shall be undertaken pursuant to the Federal Arbitration Act. Arbitration will be held in Oklahoma City, Oklahoma unless the parties mutually agree to another location.
The decision of the arbitrator will be enforceable in any court of competent jurisdiction. The Executive and the Company agree that either party shall be entitled to obtain injunctive or other equitable relief to enforce the provisions of this Agreement in a court of competent jurisdiction. The parties further agree that this arbitration provision is not only applicable to the Company but its affiliates, officers, directors, employees and related parties. The Executive agrees that the Executive shall have no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or in a representative or a private attorney general capacity on behalf of a class of persons or the general public. No class, collective or representative actions are thus allowed to be arbitrated. The Executive agrees that the Executive must pursue any claims that the Executive may have solely on an individual basis through arbitration.
14.Miscellaneous. The parties hereto further agree as follows:
14.1Time. Time is of the essence of each provision of this Agreement.
14.2Notices. Any notice, payment, demand or communication required or permitted to be given by any provision of this Agreement will be in writing and will be deemed to have been given when delivered personally or by express mail to the party designated to receive such notice, or on the date following the day sent by overnight courier, or on the third business day after the same is sent by certified mail, postage and charges prepaid, directed to the following address or to such other or additional addresses as any party might designate by written notice to the other party:
To the Company: Gulfport Energy Corporation
713 Market Drive
Oklahoma City, Oklahoma 73114
Attention: Board of Directors
To the Executive: The most recent home address reflected in the records of the Company.
14.3Assignment. Neither this Agreement nor any of the parties’ rights or obligations hereunder can be transferred or assigned without the prior written consent of the other parties to this Agreement; provided, however, the Company may assign this Agreement to any wholly owned affiliate or subsidiary of the Company without the Executive’s consent as well as to any purchaser of the Company.
14.4Construction. If any provision of this Agreement or the application thereof to any person or circumstances is determined, to any extent, to be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which the same is held invalid or unenforceable, will not be affected thereby, and each term and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law. This Agreement is intended to be interpreted, construed and enforced in accordance with the laws of the State of Oklahoma.
14.5Entire Agreement. This Agreement, any documents executed in connection with this Agreement, any documents specifically referred to in this Agreement constitute the entire agreement between the parties hereto with respect to the subject matter herein contained and supersede any prior oral or written agreements related to such subject matter, including, without limitation, that certain
Employment Agreement Term Sheet between the Executive and the Company, and no modification hereof will be effective unless made by a supplemental written agreement executed by all of the parties hereto.
14.6Binding Effect. This Agreement will be binding on the parties and their respective successors, legal representatives and permitted assigns. In the event of a merger, consolidation, combination, dissolution or liquidation of the Company, the performance of this Agreement will be assumed by any entity which succeeds to or is transferred the business of the Company as a result thereof, and the Executive waives the consent requirement of Section 14.3 to effect such assumption.
14.7Supersession. On execution of this Agreement by the Company and the Executive, the relationship between the Company and the Executive will be bound by the terms of this Agreement, any documents executed in connection with this Agreement, any documents specifically referred to in this Agreement as well as any other agreements executed in connection with the Executive’s employment with the Company. In the event of a conflict between any employment policy of the Company and this Agreement, this Agreement will control in all respects.
14.8Third-Party Beneficiary. The Company’s affiliated entities and partnerships are beneficiaries of all terms and provisions of this Agreement and entitled to all rights hereunder.
14.9Section 409A. This Agreement is intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and related U.S. Treasury regulations or official pronouncements (“Section 409A”) and any ambiguous provision will be construed in a manner that is compliant with such exemption; provided, however, if and to the extent that any compensation payable pursuant to this Agreement is determined to be subject to Section 409A, this Agreement will be construed in a manner that will comply with Section 409A. Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Executive’s Termination Date to be a “specified employee” within the meaning of that term under Section 409A, then any payments and benefits under this Agreement that are subject to Section 409A and paid by reason of a termination of employment shall be made or provided on the later of (a) the payment date set forth in this Agreement or (b) the date that is the earliest of (i) the expiration of the six-month period measured from the date of the Executive’s termination of employment or (ii) the date of the Executive’s death (the “Delay Period”). Payments and benefits subject to the Delay Period shall be paid or provided to the Executive without interest for such delay. Termination of employment as used throughout this Agreement shall refer to a separation from service within the meaning of Section 409A. To the extent required to comply with Section 409A, references to a “resignation,” “termination,” “termination of employment” or like terms throughout this Agreement shall be interpreted consistent with the meaning of “separation from service” as defined in Section 409A. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all expenses or other reimbursements hereunder will be made on or before the last day of the taxable year following the taxable year in which such expenses were incurred by you, (B) any right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year will in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.
14.10Clawback. Notwithstanding anything in this Agreement or any other agreement between the Company and/or its related entities and the Executive to the contrary, the Executive acknowledges that this Agreement shall in all events be subject to (a) any right that the Company may have under any clawback policy or other agreement or arrangement with the Executive, and (b) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Securities Exchange Act of 1934, as amended, and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange
Commission, the listing standards of any national securities exchange or association on which the Company’s securities are listed, or any other applicable law. In addition, the Executive agrees to be subject to any other compensation clawback arrangement adopted by the Board (whether before or after the Effective Date) which is applicable to all executive officers of the Company. This Section 14.10 shall survive the termination of this Agreement.
14.11Withholdings. All payments provided for herein shall be reduced by any amounts required to be withheld from time to time under applicable federal, state or local income or employment tax law or similar statutes or other provisions of law then in effect.
14.12Maximum Payments by the Company.
14.12.1It is the objective of this Agreement to maximize the Executive’s net after-tax benefit if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Code. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, including, by example and not by way of limitation, acceleration by the Company or otherwise of the date of vesting or payment or rate of payment under any plan, program, arrangement or agreement of the Company (all such payments and benefits, including the payments and benefits under Section 6 hereof, being hereinafter referred to as the “Total Payments”), would be subject (in whole or in part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the cash severance payments shall first be reduced, and the non-cash severance payments shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).
14.12.2The Total Payments shall be reduced by the Company in the following order: (i) reduction of any cash severance payments otherwise payable to the Executive that are exempt from Section 409A of the Code, (ii) reduction of any other cash payments or benefits otherwise payable to the Executive that are exempt from Section 409A of the Code, but excluding any payments attributable to the acceleration of vesting or payments with respect to any equity award with respect to the Company’s common stock that is exempt from Section 409A of the Code, (iii) reduction of any other payments or benefits otherwise payable to the Executive on a pro-rata basis or such other manner that complies with Section 409A of the Code, but excluding any payments attributable to the acceleration of vesting and payments with respect to any equity award with respect to the Company’s common stock that are exempt from Section 409A of the Code, and (iv) reduction of any payments attributable to the acceleration of vesting or payments with respect to any other equity award with respect to the Company’s common stock that are exempt from Section 409A of the Code.
14.12.3For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the written opinion of independent auditors of nationally recognized standing (“Independent Advisors”) selected by the Company, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Independent Advisors, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation, and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Independent Advisors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. The costs of obtaining such determination shall be borne by the Company.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Agreement effective the date first above written.
GULFPORT ENERGY CORPORATION, a
Delaware corporation
By:
Name: Patrick Craine
Title: Chief Legal and Administrative Officer
By:
[●]
Exhibit A
Form of Waiver and Release
(see attached)
FORM OF WAIVER AND RELEASE
[The language in this Waiver and Release may change based on legal developments and evolving best practices; this form is provided as an example of what will be included in the final Waiver and Release document.]
In consideration of, and as a condition precedent to, receiving the termination compensation described in that certain Employment Agreement (the “Agreement”) effective as of May [●], 2026, by and between Gulfport Energy Corporation, a Delaware corporation (the “Company”), and [●] an individual residing in the State of Oklahoma (“Employee”), which was offered to Employee in exchange for a general waiver and release of claims (this “Waiver and Release”). Employee having acknowledged the above-stated consideration as full compensation for and on account of any and all injuries and damages which Employee has sustained or claimed, or may be entitled to claim, Employee, for Employee, and Employee’s heirs, executors, administrators, successors and assigns, does hereby release, forever discharge and promise not to sue the Company, its parents, subsidiaries, affiliates, successors and assigns, and their past and present officers, directors, partners, employees, members, managers, shareholders, agents, attorneys, accountants, insurers, heirs, administrators, executors, as well as all employee benefit plans maintained by any of the foregoing entities or individuals, and all fiduciaries and administrators of such plans, in their personal and representative capacities (collectively the “Released Parties”) from any and all claims, liabilities, costs, expenses, judgments, attorney fees, actions, known and unknown, of every kind and nature whatsoever in law or equity, which Employee had, now has, or may have against the Released Parties, including, but not limited to, any claims relating in any way to Employee’s employment with the Company or termination thereof prior to and including the date of execution of this Waiver and Release, and including, but not limited to, all claims for contract damages, tort damages, special, general, direct, punitive and consequential damages, compensatory damages, loss of profits, attorney fees and any and all other damages of any kind or nature; all contracts, oral or written, between Employee and any of the Released Parties; any business enterprise or proposed enterprise contemplated by any of the Released Parties, as well as anything done or not done prior to and including the date of execution of this Waiver and Release.
Employee understands and agrees that this Waiver and Release and covenant not to sue shall apply to any and all claims or liabilities arising out of or relating to Employee’s employment with the Company and the termination of such employment, including, but not limited to: claims of discrimination based on age, race, color, sex (including sexual harassment), religion, national origin, marital status, parental status, veteran status, union activities, disability or any other grounds under applicable federal, state or local law prior to and including the date of execution of this Waiver and Release, including, but not limited to, claims arising under the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Family and Medical Leave Act, Title VII of the Civil Rights Act, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Genetic Information Non-Discrimination Act of 2008, the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Rehabilitation Act of 1973, the Equal Pay Act of 1963 (EPA), all as amended, as well as any claims prior to and including the date of execution of this Waiver and Release, regarding wages; benefits; vacation; sick leave; business expense reimbursements; wrongful termination; breach of the covenant of good faith and fair dealing; intentional or negligent infliction of emotional distress; retaliation; outrage; defamation; invasion of privacy; breach of contract; fraud or negligent misrepresentation; harassment; breach of duty; negligence; discrimination; claims under any employment, contract or tort laws; claims arising under any other federal law, state law, municipal law, local law, or common law; any claims arising out of any employment contract, policy or procedure; and any other claims related to or arising out of Employee’s employment or the separation of Employee’s employment with the Company prior to and including the date of execution of this Waiver and Release.
In addition, Employee agrees not to cause or encourage any legal proceeding to be maintained or instituted against any of the Released Parties, save and except proceedings to enforce the terms of the Agreement or claims of Employee not released by and in this Waiver and Release.
This Waiver and Release does not apply to (i) claims for indemnification pursuant to the Company’s governing documents or any indemnification agreement, (ii) vested benefits under any retirement plan of the Company, (iii) any claims for unemployment compensation or (iv) any other claims or rights which, by law, cannot be waived, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however that Employee disclaims and waives any right to share or participate in any monetary award from the Company resulting from the prosecution of such charge or investigation or proceeding. Notwithstanding the foregoing or any other provision in this Waiver and Release or the Agreement to the contrary, the Company and Employee further agree that nothing in this Waiver and Release or the Agreement (i) limits Employee’s ability to file a charge or complaint with the EEOC, the NLRB, OSHA, the SEC or any other federal, state or local governmental agency or commission (each a “Government Agency” and collectively “Government Agencies”); (ii) limits Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information and reporting possible violations of law or regulation or other disclosures protected under the whistleblower provisions of applicable law or regulation, without notice to the Company; or (iii) limits Employee’s right to receive an award for information provided to any Government Agencies.
Employee expressly acknowledges that Employee is voluntarily, irrevocably and unconditionally releasing and forever discharging the Company and the other Released Parties from all rights or claims Employee has or may have against the Released Parties including, but not limited to, without limitation, all charges, claims of money, demands, rights, and causes of action arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), up to and including the date Employee signs this Waiver and Release including, but not limited to, all claims of age discrimination in employment and all claims of retaliation in violation of ADEA. Employee further acknowledges that the consideration given for this waiver of claims under the ADEA is in addition to anything of value to which Employee was already entitled in the absence of this waiver. Employee further acknowledges: (a) that Employee has been informed by this writing that Employee should consult with an attorney prior to executing this Waiver and Release; (b) that Employee has carefully read and fully understands all of the provisions of this Waiver and Release; (c) Employee is, through this Waiver and Release, releasing the Company and the other Released Parties from any and all claims Employee may have against any of them; (d) Employee understands and agrees that this Waiver and Release does not apply to any claims that may arise under the ADEA after the date Employee executes this Waiver and Release; (e) Employee has at least twenty-one (21) days within which to consider this Waiver and Release; and (f) Employee has seven (7) days following Employee’s execution of this Waiver and Release to revoke the Waiver and Release; and (g) this Waiver and Release shall not be effective until the revocation period has expired and Employee has signed and has not revoked the Waiver and Release.
Employee acknowledges and agrees that: (a) Employee has had reasonable and sufficient time to read and review this Waiver and Release and that Employee has, in fact, read and reviewed this Waiver and Release; (b) Employee has the right to consult with legal counsel regarding this Waiver and Release and is encouraged to consult with legal counsel with regard to this Waiver and Release; (c) Employee has had (or has had the opportunity to take) twenty- one (21) calendar days to discuss the Waiver and Release with a lawyer of Employee’s choice before signing it and, if Employee signs before the end of that period, Employee does so of Employee’s own free will and with the full knowledge that Employee could have taken the full period; (d) Employee is entering into this Waiver and Release freely and voluntarily and not as a result of any coercion, duress or undue influence; (e) Employee is not relying upon any oral representations made to Employee regarding the subject matter of this Waiver and Release; (f) by this Waiver and Release Employee is receiving consideration in addition to that which Employee was already entitled; and (g) Employee has received all information Employee requires from the Company in order to make a knowing and voluntary release and waiver of all claims against the Company and the other Released Parties.
Employee acknowledges and agrees that Employee has seven (7) days after the date Employee signs this Waiver and Release in which to rescind or revoke this Waiver and Release by providing notice in writing to the Company. Employee further understands that the Waiver and Release will have no force and effect until the end of that seventh (7th) day. If Employee revokes the Waiver and Release, the Company will not be obligated to pay or provide Employee with the benefits described in this Waiver and Release, and this Waiver and Release shall be deemed null and void.
AGREED TO AND ACCEPTED this _____ day of, 20__.
[●]
Exhibit 31.1
CERTIFICATION
I, Timothy J. Cutt, Board Chair of Gulfport Energy Corporation, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Gulfport Energy Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 6, 2026
| /s/ Timothy J. Cutt | |||||
| Timothy J. Cutt | |||||
| Board Chair | |||||
Exhibit 31.2
CERTIFICATION
I, Michael Hodges, Chief Financial Officer of Gulfport Energy Corporation, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Gulfport Energy Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 6, 2026
| /s/ Michael Hodges | |||||
| Michael Hodges | |||||
| Chief Financial Officer | |||||
Exhibit 32.1
CERTIFICATION OF PERIODIC REPORT
I, Timothy J. Cutt, Board Chair of Gulfport Energy Corporation (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1)the Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 6, 2026
| /s/ Timothy J. Cutt | |||||
| Timothy J. Cutt | |||||
| Board Chair | |||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION OF PERIODIC REPORT
I, Michael Hodges, Chief Financial Officer of Gulfport Energy Corporation (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1)the Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 6, 2026
| /s/ Michael Hodges | |||||
| Michael Hodges | |||||
| Chief Financial Officer | |||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.