EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 relates to the registration of 5,000,000 additional shares (the
Shares) of common stock, par value of $0.01 per share (Common Stock), of Gulfport Energy Corporation (Gulfport the Company), issuable pursuant to the Gulfport Energy Corporation 2019 Amended and
Restated Stock Incentive Plan (as amended and restated, the Plan), which amendment and restatement, at the recommendation of the Gulfport Board of Directors, was approved by the stockholders of the Company on June 6, 2019. The
maximum aggregate number of shares of Common Stock that may be issued under the Plan is 12,500,000 shares, which includes the shares previously registered under the following Registration Statements on Form
S-8 previously filed with the Securities and Exchange Commission (the SEC) by Gulfport (collectively, the Prior Registration Statements):
(a) Registration Statement on Form S-8 (No. 333-55738) filed on
February 16, 2001 registering 627,337 shares of Common Stock;
(b) Registration Statement on Form S-8 (No. 333-129178) filed
on October 21, 2005 registering 777,269 shares of Common Stock;
(c) Registration Statement on Form S-8 (No. 333-135728) filed
on July 12, 2006 registering 1,595,394 shares of Common Stock; and
(d) Registration Statement on Form S-8 (No. 333-206564) filed
on August 25, 2015 registering 4,500,000 shares of Common Stock.
This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate, and the Company is filing this
Registration Statement to register the Shares pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended (the Securities Act). The contents of the Prior Registration
Statements are incorporated by reference into this Registration Statement, except that the provisions contained in such Prior Registration Statements are modified as set forth herein.