GULFPORT ENERGY CORP
For the period ended Mar 31, 2026. Filed May 6, 2026.
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Mar 31, 2026 · Filed May 6, 2026
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Item 5. Other Information
| ITEM 5. | OTHER INFORMATION |
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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 orterminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K).
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.
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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