Gulfport Energy (GPOR) CEO RSUs vest; 24,098 shares withheld for tax

Rhea-AI Filing Summary

Gulfport Energy Corp’s president and CEO, who is also a director, reported the vesting of performance-based restricted stock units. On January 2, 2026, 54,558 shares of common stock were acquired at $0 when performance-based RSUs granted on January 24, 2023 for the period from January 1, 2023 to December 31, 2025 fully vested after the compensation committee certified the performance results.

The company then withheld 24,098 shares at a price of $207.99 per share to cover tax withholding obligations related to this vesting, meaning those shares were disposed of on the same date for that purpose. Following these transactions, the reporting person beneficially owns 72,018 shares of Gulfport Energy common stock directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

REINHART JOHN K.

(Last) (First) (Middle)

713 MARKET DRIVE

(Street)

OKLAHOMA CITY OK 73114

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GULFPORT ENERGY CORP [ GPOR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/02/2026		A		54,558(1)	A	$0	96,116	D
Common Stock	01/02/2026		F		24,098(2)	D	$207.99	72,018	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These securities are performance-based restricted stock units for the performance period from January 1, 2023, to December 31, 2025, that were granted under the issuer's equity incentive plan on January 24, 2023. All these performance-based restricted stock units vested as of January 2, 2026, upon certification by the issuer's compensation committee of the applicable performance conditions on January 2, 2026.

2. The issuer withheld shares of common stock that would have otherwise been issuable to the reporting person to satisfy the issuer's tax withholding obligations in connection with the vesting and settlement of the performance-based restricted stock units granted on January 24, 2023, and vested upon certification by the issuer's compensation committee on January 2, 2026. The number of shares of common stock withheld was determined based on the closing price per share of the issuer's common stock on December 31, 2025.

Remarks:

	/s/ Patrick Craine, Attorney-in-Fact	01/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Gulfport Energy Corp (GPOR) report on this Form 4?

The filing reports that Gulfport Energy Corp’s president & CEO, who is also a director, had performance-based restricted stock units vest on January 2, 2026, resulting in the acquisition of common shares and a related share withholding for taxes.

How many Gulfport Energy (GPOR) shares were acquired through RSU vesting?

The reporting person acquired 54,558 shares of common stock on January 2, 2026 at a price of $0 upon the vesting and settlement of performance-based restricted stock units.

How many Gulfport Energy (GPOR) shares were withheld for taxes and at what price?

Gulfport Energy withheld 24,098 shares of common stock from the reporting person to satisfy tax withholding obligations, using a share price of $207.99, which was based on the closing price on December 31, 2025.

What is the reporting person’s Gulfport Energy (GPOR) share ownership after these transactions?

After the reported RSU vesting and tax withholding, the reporting person beneficially owns 72,018 shares of Gulfport Energy common stock, held in direct ownership.

What were the terms of the performance-based RSUs reported for Gulfport Energy (GPOR)?

The securities were performance-based restricted stock units covering a performance period from January 1, 2023 to December 31, 2025, granted on January 24, 2023. All units vested as of January 2, 2026 after the compensation committee certified the applicable performance conditions.

Why did Gulfport Energy (GPOR) withhold shares instead of paying cash for taxes?

The company withheld shares of common stock that would have otherwise been issued to the reporting person to satisfy the issuer’s tax withholding obligations related to the vesting and settlement of the performance-based restricted stock units.