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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
March 6, 2026
GULFPORT ENERGY CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware |
|
001-19514 |
|
86-3684669 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
|
713 Market Drive
Oklahoma City, Oklahoma |
|
73114 |
(Address of principal
executive offices) |
|
(Zip code) |
(405) 252-4600
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Name of each exchange on which registered |
|
Trading Symbol |
| Common stock, par value $0.0001 per share |
|
The New York Stock Exchange |
|
GPOR |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of John Reinhart, as President, Chief Executive Officer
and Director
On March 6, 2026, John Reinhart, President, Chief Executive Officer
and Director of Gulfport Energy Corporation (the “Company”) notified the Board of Directors (the “Board”) of the
Company of his resignation as President, Chief Executive Officer and Director of the Company, effective immediately.
Mr. Reinhart’s decision to resign was not the result of any disagreement
with the Company on any matter relating to the Company’s operations, policies or practices.
Office of the Chairman
Following the receipt of Mr. Reinhart’s notice, the Board retained
an executive search firm to help identify qualified candidates for the Chief Executive Officer role. In the interim, an Office of the
Chairman has been created to lead the Company. The Office of the Chairman will be led by Timothy Cutt, Chairman of the Board. Mr. Cutt’s
biography is contained in the Company’s 2025 definitive proxy statement, filed with the U.S. Securities and Exchange Commission
(the “SEC”) on April 2, 2025. Other members of the Office of the Chairman include 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.
In connection with Mr. Cutt leading the Office of the Chairman, he
will be granted an equity award under the Company’s 2021 Stock Incentive Plan with a value equal to approximately $1,000,000 in
the form of time-based restricted stock units, which vest ratably over three consecutive years subject to Mr. Cutt’s continued service
on the Board.
In order to ensure continuity during and after the search process for
a new Chief Executive Officer, Mr. Hodges, Mr. Craine and Mr. Rucker each entered into a Retention Agreement (each, a “Retention
Agreement”), effective as of March 8, 2026. The Retention Agreements provide for a cash payment equal to the applicable officer’s
base salary, payable 50% upon the hiring of a new Chief Executive Officer and 50% six months after a new Chief Executive Officer is hired.
If the applicable officer is terminated for cause or voluntarily separates from employment with the Company, any unpaid amounts under
their Retention Agreement will be forfeited. If the applicable officer is terminated without cause or separates from employment with the
Company for good reason (as defined in the Retention Agreement), all amounts payable pursuant to their Retention Agreement shall be paid
in full.
Item 7.01 Regulation FD Disclosure.
On March 9, 2026, the Company issued a press release announcing Mr.
Reinhart’s resignation. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
The information in the press releases is being furnished, not filed,
pursuant to Item 7.01. Accordingly, the information in the press releases will not be incorporated by reference into any registration
statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), unless specifically identified
therein as being incorporated therein by reference.
Forward Looking Statements
The statements described herein that are not historical facts are forward-looking
statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. These statements could contain
words such as “possible,” “intend,” “will,” “if,” “expect,” or other similar
expressions. Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results could differ materially from
those indicated in these forward-looking statements. Factors that may cause actual results to vary include, but are not limited to, conditions
in financial markets and other risk factors as detailed from time to time in the Company’s reports filed with the SEC. Should one
or more of these risks or uncertainties materialize (or the other consequences of such a development worsen), or should underlying assumptions
prove incorrect, actual results may vary materially from those indicated or expressed or implied by such forward-looking statements. All
subsequent written and oral forward-looking statements attributable to the company or to persons acting on our behalf are expressly qualified
in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Each
forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or
revise any forward-looking statements to reflect events or circumstances that occur, or which we become aware of, after the date hereof,
except as otherwise may be required by law.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Number |
|
Exhibit |
| 99.1 |
|
Press release of Gulfport Energy Corporation, dated March 9, 2026. |
| 104 |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| |
GULFPORT ENERGY CORPORATION |
| |
|
| Date: March 9, 2026 |
By: |
/s/ Michael Hodges |
| |
|
Michael Hodges |
| |
|
Chief Financial Officer |
Exhibit 99.1
| Press Release |  |
| | |
Gulfport Energy Announces Leadership Team Changes
Oklahoma City, OK – March 9, 2026
– Gulfport Energy Corporation (NYSE: GPOR) (“Gulfport” or the “Company”) today announced that John Reinhart,
President, Chief Executive Officer and Director, has elected to depart the Company and resign from the Board of Directors, effective immediately.
An Office of the Chairman has been created to
lead the Company and the Board of Directors has retained an executive search firm to help identify qualified candidates for the Chief
Executive Officer role. The Office of the Chairman will be led by Timothy J. Cutt, Chairman of the Board of Directors and former Gulfport
Chief Executive Officer from May 2021 until January 2023. Other members include: 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.
“On behalf of our Board and employees, I
would like to thank John for his service to Gulfport,” said Timothy J. Cutt, Chairman of the Board of Directors. “Going forward,
Gulfport’s 2026 development plan, outlook and strategy remain unchanged. We have an experienced, deep leadership team in place covering
our key disciplines who remain committed to responsibly developing our assets, further expanding operating margins, enhancing efficiencies
and generating durable free cash flow to return capital to shareholders. I look forward to reporting back when we have selected a new
Chief Executive Officer who will continue building upon our success.”
About Gulfport
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. Our principal properties are located in eastern Ohio targeting the Utica
and Marcellus formations and in central Oklahoma targeting the SCOOP Woodford and SCOOP Springer formations.
Forward Looking Statements
This press release includes “forward-looking
statements” for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements
other than statements of historical fact. They include statements regarding Gulfport’s current expectations, its Chief Executive
Officer search, management's outlook guidance or forecasts of future events, projected cash flow and liquidity, inflation, share repurchases
and other return of capital plans, its ability to enhance cash flow and financial flexibility, future production and commodity mix, plans
and objectives for future operations, the ability of our employees, portfolio strength and operational leadership to create long-term
value and the assumptions on which such statements are based. Gulfport believes the expectations and forecasts reflected in the forward-looking
statements are reasonable, Gulfport can give no assurance they will prove to have been correct. They can be affected by inaccurate or
changed assumptions or by known or unknown risks and uncertainties. Important risks, assumptions and other important factors that could
cause future results to differ materially from those expressed in the forward-looking statements are described under "Risk Factors"
in Item 1A of Gulfport’s annual report on Form 10-K for the year ended December 31, 2025 and any updates to those factors set forth
in Gulfport's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at https://www.gulfportenergy.com/investors/sec-filings).
Gulfport undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the
occurrence of unanticipated events.
Investor Contact
Jessica Antle – Vice President, Investor
Relations
jantle@gulfportenergy.com
405-252-4550