GULFPORT ENERGY CORP

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 and nine months ended September 30, 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.

We believe our annual 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 September 30, 2026, we had $2.6 million of cash and cash equivalents, $419.0 million of outstanding borrowings under our Credit Facility, $37.9 million of letters of credit outstanding and $650.0 million of outstanding 2029 Senior Notes. Our total principal amount of funded debt as of September 30, 2026 was $1.1 billion.

As of October 29, 2026, we had $2.4 million of cash and cash equivalents, $365.0 million in borrowings under our Credit Facility, $37.9 million of letters of credit outstanding and $650.0 million of outstanding 2029 Senior Notes.

Debt. As of September 30, 2026, we were in compliance with all financial covenants and had approximately $643.1 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.

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 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. Additionally, we pursue accretive acreage opportunities that expand our resource footprint and provide optionality to our near-term development plans. 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 nine months ended September 30, 2026, the Company's incurred capital expenditures included $363.0 million related to operated drilling and completion activities, $19.0 million related to maintenance land and seismic investments, $83.0 million related to the Ohio state land lease acquisitions and $126.6 million related to discretionary acreage acquisitions. Discretionary acreage acquisition expenditures included $39.5 million associated with the completion of the prior year's program and $87.1 million associated with the 2026 discretionary acreage acquisition program that is targeting $140.0 million of acreage acquisitions through the end of the year.

Our operated drilling and completion capital expenditures for 2026 are currently estimated to be approximately $395.0 million. Also, we currently expect to spend approximately $35.0 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):

Net cash provided by operating activities. Net cash provided by operating activities was $626.4 million for the nine months ended September 30, 2026, as compared to $617.8 million for the nine months ended September 30, 2025. The increase was primarily the result of increases in natural gas and NGL revenues.

Additions to oil and natural gas properties. During the nine months ended September 30, 2026, we spud 21 gross (20.4 net) operated wells and commenced sales from 20 gross (19.7 net) operated wells targeting the Utica and Marcellus for a total incurred cost of approximately $330.5 million. During the nine months ended September 30, 2026, we spud and commenced sales from 2 gross (1.6 net) operated wells in the SCOOP for a total incurred cost of approximately $32.6 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):

Debt activity, net. In the nine months ended September 30, 2026, the Company had $1.3 billion and $1.0 billion in borrowings and repayments, respectively, on its Credit Facility. 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. The final payment, including accrued interest, totaled $26.6 million. As of October 29, 2026, the Company had $365.0 million in borrowings outstanding on its Credit Facility.

Repurchases of common stock. During the nine months ended September 30, 2026, the Company repurchased 1.5 million shares for approximately $278.9 million under the Repurchase Program at a weighted average price of $188.83 per share. For the same period in 2025, the Company repurchased 1.1 million shares for approximately $201.3 million at a weighted average price of $180.05 per share.

Shares exchanged for tax withholdings. During the nine months ended September 30, 2026, we paid $19.7 million to satisfy employee tax withholding obligations on shares withheld upon the vesting of share-based awards, compared to $5.6 million in the nine months ended September 30, 2025. The increase was primarily due to the cash settlement of certain performance vesting restricted stock units in 2025, as discussed in Note 7 of our consolidated financial statements, for which no shares were withheld for taxes.

Redemption of preferred stock. During the nine months ended September 30, 2025, 28,907 shares of preferred stock were converted into approximately 2.1 million shares of common stock. The Company redeemed the remaining 2,449 shares of preferred stock for cash totaling $31.3 million. Additionally, direct transaction-related costs of $1.1 million were incurred as part of the redemption. See Note 5 of our consolidated financial statements for further discussion of the redemption of preferred stock.

Dividends on preferred stock. During the nine months ended September 30, 2025, the Company paid $1.7 million of cash dividends to holders of our preferred stock. The Company redeemed the remaining outstanding balance of our preferred stock on September 5, 2025.

Net cash payments on performance vesting restricted stock units. During the nine months ended September 30, 2025, the Company settled certain performance vesting restricted stock unit awards that were granted in 2022 in cash for $12.3 million, 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 2025 Form 10-K.

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 September 30, 2026, our material off-balance sheet arrangements and transactions include $37.9 million in letters of credit outstanding against our Credit Facility and $44.4 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. 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 our financial commitments.

Critical Accounting Policies and Estimates

As of September 30, 2026, there have been no significant changes in our critical accounting policies from those disclosed in our 2025 Form 10-K.