GULFPORT ENERGY CORP

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 of June 30, 2026, and no activity related to preferred stock occurred during the three and six months ended June 30, 2026, respectively. The Company paid $0.8 million and $1.7 million of cash dividends to holders of its preferred stock during the three and six months ended June 30, 2025, respectively.

The following table summarizes activity of the Company’s preferred stock: