UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): March 10, 2020

ULTRA PETROLEUM CORP.

(Exact Name of Registrant as Specified in its Charter)

(303) 708-9740

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

As previously disclosed, Ultra Petroleum Corp. (the “Company”) entered into employment agreements with certain of its executive officers, including Brad Johnson, David W. Honeyfield, Jerald J. Stratton, Jr., Kason D. Kerr, James N. Whyte and Mark T. Solomon (the “Executives”). On March 10, 2020, the Board of Directors of the Company approved amendments to the employment agreement between the Company and each Executive (the “EA Amendments”), pursuant to which each Executive would be entitled to receive a one-time incentive bonus in the following amounts (the “Additional Incentive Bonus”):

Each Executive’s Additional Incentive Bonus shall vest and become payable, if at all, in a lump sum cash amount, with respect to (i) one-third of the Additional Incentive Bonus, on March 1, 2021 and (ii) the remaining two-thirds of the Additional Incentive Bonus on September 1, 2021, provided, that if the Company terminates an Executive without cause (as defined in the Executive’s employment agreement) or an Executive resigns for good reason (as defined in the Executive’s employment agreement), then such Executive would be entitled to receive any unpaid Additional Incentive Bonus.

The foregoing description of the EA Amendments and the terms and conditions of the Additional Incentive Bonus does not purport to be complete and is qualified in its entirety by reference to the full text of the EA amendments, copies of which are attached hereto as Exhibits 10.1 – 10.6 and are incorporated herein by reference.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

March 12, 2020