Annual report [Section 13 and 15(d), not S-K Item 405]

MEZZANINE EQUITY

v3.25.4
MEZZANINE EQUITY
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
MEZZANINE EQUITY MEZZANINE EQUITY
The Company's amended and restated certificate of incorporation provides for, among other things, (i) the authority to issue 42 million shares of common stock with a par value of $0.0001 per share and (ii) 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”).
Preferred Stock
In May 2021, the Company issued 55,000 shares of Series A Convertible Preferred Stock ("preferred stock").
Prior to the redemption of the preferred stock noted below, holders of preferred stock were entitled to receive cumulative quarterly dividends at a rate of 10% per annum of the Liquidation Preference with respect to cash dividends and 15% per annum of the Liquidation Preference with respect to dividends paid in kind as additional shares of preferred stock (“PIK Dividends”). Gulfport had the option to pay either cash dividends or PIK Dividends on a quarterly basis.
Each holder of shares of preferred stock had the right (the “Conversion Right”), at its option and at any time, to convert all or a portion of the shares of preferred stock that it holds into a number of shares of common stock equal to the quotient obtained by dividing (x) the product obtained by multiplying (i) the Liquidation Preference times (ii) an amount equal to one (1) plus the Per Share Makewhole Amount (as defined in the Preferred Terms) on the date of conversion, by (y) $14.00 per share (as may be adjusted under the Preferred Terms).
The preferred stock had no stated maturity and would remain outstanding indefinitely unless repurchased or redeemed by Gulfport or converted into common stock. The preferred stock was classified as mezzanine equity in the accompanying consolidated balance sheets due to the redemption features.
Redemption of Preferred Stock
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. Additionally, direct transaction-related costs of $1.1 million were incurred as part of the redemption. 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. The cash outflows related to the preferred stock redemption and associated fees are presented within financing activities on the consolidated statement of cash flows. The deemed dividend reduced net income available to common shareholders and impacted the calculation of earnings per share for the year ended December 31, 2025.
Dividends and Conversions
During the years ended December 31, 2025, 2024 and 2023 the Company paid $1.7 million, $4.2 million and $4.8 million, respectively, of cash dividends to holders of our preferred stock. No cash dividends were paid after the Redemption Date.
The following table summarizes activity of the Company’s preferred stock for the years ended December 31, 2025 and 2024:
2025 2024
Preferred stock as of January 1 37,348  44,214 
Conversion of preferred stock (4,461) (11)
Preferred stock as of March 31 32,887  44,203 
Conversion of preferred stock (1,531) (415)
Preferred stock as of June 30 31,356  43,788 
Conversion of preferred stock (28,907) (43)
Redemption of preferred stock (2,449) — 
Preferred stock as of September 30 —  43,745 
Conversion of preferred stock —  (6,397)
Preferred stock as of December 31 —  37,348 
EQUITY
In May 2021, the Company filed an amended and restated certificate of incorporation with the Delaware Secretary of State to provide for, among other things, (i) the authority to issue 42 million shares of common stock with a par value of $0.0001 per share and (ii) 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.
Common Stock
In May 2021, Gulfport issued approximately 19.8 million shares of common stock and 1.7 million shares of common stock were issued to the Disputed Claims Reserve.
In January 2024, the remaining 62,000 shares in the Disputed Claims Reserve were issued to certain claimants. There are no remaining shares in the Disputed Claims Reserve subsequent to the January 2024 issuance.
Stock Repurchase Program
In November 2021 the Company's Board of Directors approved the Repurchase Program to acquire up to $100 million of common stock, which has subsequently been increased up to $1.5 billion, including the cash redemption of preferred stock noted previously, and extended through December 31, 2026. Purchases under the Repurchase Program may be made from time to time in open market or privately negotiated transactions, and will be subject to available liquidity, market conditions, credit agreement restrictions, applicable legal requirements, contractual obligations and other factors. The Repurchase Program does not require the Company to acquire any specific number of shares of common stock. The Company intends to purchase shares under the Repurchase Program with available funds while maintaining sufficient liquidity to fund its capital development program. The Repurchase Program may be suspended from time to time, modified, extended or discontinued by the Board of Directors at any time.
The following table summarizes activity under the Repurchase Program for the year ended December 31, 2025 (number of shares and dollar value of shares purchased shown in thousands):
Total Number of Shares Purchased Dollar Value of Shares Purchased Average Price Paid Per Share
First quarter 2025 341  $ 60,000  $ 176.13 
Second quarter 2025 339  65,000  191.80 
Third quarter 2025(1)
438  76,263  174.01 
Fourth quarter 2025 665  134,999  203.11 
Total 1,783  $ 336,262  $ 188.65 
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(1)    Amounts include cash redemption of 2,449 shares of preferred stock (equivalent to 179,666 shares of common stock on an as-converted basis), totaling $31.3 million at $174.22 price per share. See Note 5 for further discussion of the Company's redemption of its preferred stock.
As of December 31, 2025, the Company has repurchased 7.4 million shares for $920.4 million at a weighted average price of $125.19 per share since the inception of the Repurchase Program.