8-K
Amplify Energy Corp. (AMPY)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION13 OR 15(d)
OF THE SECURITIESEXCHANGE ACT OF 1934
Date of report (Dateof earliest event reported): December 29, 2025
AMPLIFY ENERGY
CORP.
(Exact Name of Registrantas Specified in Charter)
| Delaware | 001-35512 | 82-1326219 |
|---|---|---|
| (State or other jurisdiction ofIncorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 500 Dallas Street**, Suite 1700 Houston, Texas** | 77002 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephonenumber, including area code:
(832
) 219-9001
Not Applicable
(Former Name or FormerAddress, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities Registered Pursuant to Section 12(b):
| Title of each class | TradingSymbol(s) | Name ofeach exchangeon which registered |
|---|---|---|
| CommonStock | AMPY | NewYork Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
| Item 2.01. | Completionof Acquisition or Disposition of Assets. |
|---|
As previously announced, on November 4, 2025, Amplify Oklahoma Operating LLC, a Delaware limited liability company (“Amplify Oklahoma”), Magnify Energy Services LLC, a Delaware limited liability company (“Magnify” and together with Amplify Oklahoma, the “Sellers”), and, for certain limited purposes, Amplify Energy Operating LLC, a Delaware limited liability company, each an indirect, wholly owned subsidiary of Amplify Energy Corp., a Delaware corporation (the “Company”), entered into a purchase and sale agreement (the “Purchase and Sale Agreement”) with Revolution Resources III, LLC, a Delaware limited liability company (“Revolution”), pursuant to which the Sellers sold to Revolution certain assets of the Sellers, which include, among other things, the Sellers’ right, title and interest in and to certain specified oil and gas Properties and Equipment within or related to certain designated lands in Oklahoma (the “Asset Sale”) for a cash purchase price of $92.5 million.
The Asset Sale was completed on December 29, 2025, for total proceeds of approximately $92.5 million in cash, subject to customary post-closing adjustments. This disposition does not qualify as a discontinued operation.
The forgoing description of the Asset Sale does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase and Sale Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
|---|
On December 29, 2025, the Company issued a press release announcing the events described in Item 1.01 of this Current Report. A copy of the press release is attached hereto as Exhibit 99.2.
The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
| Item****9.01. | Financial Statements and Exhibits. |
|---|
(b) Pro Forma Financial Information
The following unaudited pro forma condensed consolidated financial information of the Company giving effect to the Asset Sale and the Company’s previously announced sale of certain assets located in East Texas and Louisiana is being filed as Exhibit 99.1 of this Form 8-K and is incorporated herein by reference:
| 1. | Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2025. |
|---|---|
| 2. | Unaudited Pro Forma Condensed Statement of Consolidated Operations for the nine months ended September 30, 2025. |
| 3. | Unaudited Pro Forma Condensed Statement of Consolidated Operations for the year ended December 31, 2024. |
(d) Exhibits.
* Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission on request.
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.
| Dated: December 29, 2025 | AMPLIFY ENERGY CORP. | ||
|---|---|---|---|
| By: | /s/ Daniel Furbee | ||
| Name: | Daniel Furbee | ||
| Title: | Chief Executive Officer |
Exhibit 99.1
AMPLIFY ENERGY CORP.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIALSTATEMENTS
Introduction
The following unaudited pro forma financial information gives effect to:
| · | The<br>East Texas Divestiture (as defined in Note 1 of the Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements) by Amplify<br>Energy Operating LLC, a Delaware limited liability company (“OLLC”) and Magnify Energy Services LLC, a Delaware limited liability<br>company (“Magnify” and together with OLLC, the “EQV Sellers”), each an indirect, wholly owned subsidiary of Amplify<br>Energy Corp., a Delaware corporation (the “Company”), to EQV Alpha LLC, a Delaware limited liability company (“Alpha”),<br>which was completed on December 23, 2025. The total proceeds received was approximately $122.0 million, subject to customary post-closing<br>adjustments; and |
|---|---|
| · | The<br>Oklahoma Divestiture (as defined in Note 1 of the Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements) by Amplify<br>Oklahoma Operating LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of the Company (“Amplify<br>Oklahoma”), and Magnify (together with Amplify Oklahoma, the “Revolution Sellers”), to Revolution Resources III, LLC,<br>a Delaware limited liability company (“Revolution”), which was completed on December 29, 2025. The total proceeds received<br>was approximately $92.5 million, subject to customary post-closing adjustments. |
| --- | --- |
See Note 1 of the Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements for a description of the East Texas Divestiture and the Probable Oklahoma Divestiture.
The unaudited pro forma condensed consolidated balance sheet is based on the unaudited condensed consolidated balance sheet of the Company as of September 30, 2025 and includes pro forma adjustments to give effect to both the East Texas Divestiture and the Oklahoma Divestiture as if the transactions had occurred on September 30, 2025. The unaudited pro forma condensed statement of consolidated operations for the nine months ended September 30, 2025 is based on the unaudited condensed statement of consolidated operations of the Company for the nine months ended September 30, 2025 and includes pro forma adjustments to give effect to both the East Texas Divestiture and the Oklahoma Divestiture as if the transactions had occurred on January 1, 2024. The unaudited pro forma condensed statement of consolidated operations for the year ended December 31, 2024 is based on the audited statement of consolidated operations of the Company for the year ended December 31, 2024 and includes pro forma adjustments to give effect to both the East Texas Divestiture and the Oklahoma Divestiture as if the transactions had occurred on January 1, 2024.
The pro forma adjustments to the historical unaudited condensed consolidated financial statements are based on currently available information and certain estimates and assumptions. The actual effect of the transactions discussed in the accompanying notes ultimately may differ from the unaudited pro forma adjustments included herein. However, management believes that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the unaudited pro forma adjustments are factually supportable, give appropriate effect to the impact of events that are directly attributable to the transactions, and reflect those items expected to no longer have a continuing impact on the Company.
AMPLIFY ENERGY CORP/
UNAUDITED PRO FORMA CONDENSED CONSOLIDATEDBALANCE SHEET
SEPTEMBER 30, 2025
(In thousands, except outstanding units)
| East Texas | Oklahoma | Pro Forma | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Divestiture | Divestiture | Adjustments | Pro Forma | |||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | — | $ | 122,000 | (a) | $ | 92,500 | (c) | $ | — | $ | 91,500 | |||
| (115,000 | )(b) | (8,000 | )(d) | — | ||||||||||
| Accounts receivable, net | 33,207 | — | — | — | 33,207 | |||||||||
| Short-term derivative instruments | 10,983 | 137 | (a) | — | — | 11,120 | ||||||||
| Prepaid expenses and other current assets | 26,168 | (826 | )(a) | (1,502 | )(c) | (1,194 | )(e) | 22,646 | ||||||
| Total current assets | 70,358 | 6,311 | 82,998 | (1,194 | ) | 158,473 | ||||||||
| Property and equipment, at cost: | ||||||||||||||
| Oil and natural gas properties, successful efforts method | 903,217 | (333,765 | )(a) | (197,003 | )(c) | — | 372,450 | |||||||
| Support equipment and facilities | 154,844 | — | — | — | 154,844 | |||||||||
| Other | 12,404 | (11,742 | )(a) | (334 | )(c) | — | 328 | |||||||
| Accumulated depreciation, depletion and amortization | (711,469 | ) | 266,243 | (a) | 94,973 | (c) | — | (350,254 | ) | |||||
| Property and equipment, net | 358,996 | (79,264 | ) | (102,364 | ) | — | 177,368 | |||||||
| Long-term derivative instruments | 273 | 1,579 | (a) | — | — | 1,852 | ||||||||
| Restricted investments | 37,684 | — | — | — | 37,684 | |||||||||
| Operating lease - long term right-of-use asset | 3,730 | — | — | — | 3,730 | |||||||||
| Deferred tax asset | 258,600 | — | — | — | 258,600 | |||||||||
| Other long-term assets | 1,714 | — | — | (995 | )(e) | 719 | ||||||||
| Total assets | 731,355 | $ | (71,374 | ) | $ | (19,366 | ) | $ | (2,189 | ) | $ | 638,426 | ||
| LIABILITIES AND EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | 29,154 | $ | — | $ | — | — | $ | 29,154 | ||||||
| Revenues payable | 10,145 | (2,815 | )(a) | (1,468 | )(c) | — | 5,862 | |||||||
| Accrued liabilities | 29,698 | (927 | )(a) | (150 | )(c) | 5,800 | (f) | 34,421 | ||||||
| Total current liabilities | 68,997 | (3,742 | ) | (1,618 | ) | 5,800 | 69,437 | |||||||
| Long-term debt | 123,000 | (115,000 | )(b) | (8,000 | )(d) | — | — | |||||||
| Asset retirement obligations | 133,276 | (50,170 | )(a) | (11,880 | )(c) | — | 71,226 | |||||||
| Operating lease liability | 2,985 | — | — | — | 2,985 | |||||||||
| Other long-term liabilities | 10,123 | — | — | — | 10,123 | |||||||||
| Total liabilities | 338,381 | (168,912 | ) | (21,497 | ) | 5,800 | 153,771 | |||||||
| Stockholders' equity (deficit): | ||||||||||||||
| Preferred stock, 0.01 par value: 50,000,000 shares authorized; no shares issued and outstanding at September 30, 2025 | — | — | — | — | — | |||||||||
| Common Stock, 0.01 par value: 250,000,000 shares authorized; 40,475,997 shares issued and outstanding at September 30, 2025 | 405 | — | — | — | 405 | |||||||||
| Additional paid-in capital | 444,480 | — | — | — | 444,480 | |||||||||
| Accumulated deficit | (51,911 | ) | 97,539 | (a) | 2,132 | (c) | (7,989 | )(e), (f) | 39,770 | |||||
| Total stockholders' equity (deficit) | 392,974 | 97,539 | 2,132 | (7,989 | ) | 484,655 | ||||||||
| Total liabilities and equity | 731,355 | $ | (71,374 | ) | $ | (19,366 | ) | $ | (2,189 | ) | $ | 638,426 |
All values are in US Dollars.
AMPLIFY ENERGY CORP
UNAUDITED PRO FORMA CONDENSED STATEMENT OFCONSOLIDATED OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
(In thousands, except per unit amounts)
| East Texas | Oklahoma | Pro Forma | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Historical | Divestiture (g) | Divestiture (h) | Adjustment | Pro Forma | |||||||||||
| Revenues: | |||||||||||||||
| Oil and natural gas sales | $ | 201,357 | $ | (41,984 | ) | $ | (34,241 | ) | $ | — | $ | 125,132 | |||
| Other revenues | 5,450 | (3,360 | ) | (2,012 | ) | — | 78 | ||||||||
| Total revenues | 206,807 | (45,344 | ) | (36,253 | ) | — | 125,210 | ||||||||
| Costs and expenses: | — | ||||||||||||||
| Lease operating expense | 111,652 | (14,861 | ) | (12,642 | ) | — | 84,149 | ||||||||
| Gathering, processing and transportation | 14,246 | (7,561 | ) | (3,991 | ) | — | 2,694 | ||||||||
| Taxes other than income | 12,337 | (1,821 | ) | (2,137 | ) | — | 8,379 | ||||||||
| Depreciation, depletion and amortization | 27,263 | (5,264 | ) | (5,939 | ) | — | 16,060 | ||||||||
| Impairment expense | 42,450 | — | (34,002 | ) | — | 8,448 | |||||||||
| General and administrative expense | 33,776 | — | — | — | 33,776 | ||||||||||
| Accretion of asset retirement obligations | 6,612 | (2,589 | ) | (417 | ) | — | 3,606 | ||||||||
| Loss (gain) on commodity derivative instruments | (14,767 | ) | 158 | — | — | (14,609 | ) | ||||||||
| Pipeline incident loss | 645 | — | — | — | 645 | ||||||||||
| (Gain) loss on sale of properties | (9,536 | ) | — | — | — | (9,536 | ) | ||||||||
| Other, net | 86 | (65 | ) | (17 | ) | — | 4 | ||||||||
| Total costs and expenses | 224,764 | (32,003 | ) | (59,145 | ) | — | 133,616 | ||||||||
| Operating income (loss) | (17,957 | ) | (13,341 | ) | 22,892 | — | (8,406 | ) | |||||||
| Other income (expense): | |||||||||||||||
| Interest expense, net | (10,973 | ) | — | — | 8,865 | (i) | (989 | ) | |||||||
| — | — | 1,119 | (j) | ||||||||||||
| Other income (expense) | (479 | ) | 599 | — | — | 120 | |||||||||
| Total other income (expense) | (11,452 | ) | 599 | — | 9,984 | (869 | ) | ||||||||
| Income (loss) before income taxes | (29,409 | ) | (12,742 | ) | 22,892 | 9,984 | (9,275 | ) | |||||||
| Income tax (expense) benefit - current | (380 | ) | — | — | — | (380 | ) | ||||||||
| Income tax (expense) benefit - deferred | 9,346 | — | — | — | 9,346 | ||||||||||
| Net income (loss) | $ | (20,443 | ) | $ | (12,742 | ) | $ | 22,892 | $ | 9,984 | $ | (309 | ) | ||
| Earnings (loss) per share: | |||||||||||||||
| Basic and diluted earnings (loss) per share | $ | (0.51 | ) | $ | (0.01 | ) | |||||||||
| Weighted average common shares outstanding: | |||||||||||||||
| Basic and diluted | 40,337 | 40,337 |
AMPLIFY ENERGY CORP
UNAUDITED PRO FORMA CONDENSED STATEMENT OFCONSOLIDATED OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
(In thousands, except per unit amounts)
| East Texas | Oklahoma | Pro Forma | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Historical | Divestiture (g) | Divestiture (h) | Adjustment | Pro Forma | |||||||||||
| Revenues: | |||||||||||||||
| Oil and natural gas sales | $ | 282,992 | $ | (47,549 | ) | $ | (50,469 | ) | $ | — | $ | 184,974 | |||
| Other revenues | 11,689 | (8,217 | ) | (2,362 | ) | — | 1,110 | ||||||||
| Total revenues | 294,681 | (55,766 | ) | (52,831 | ) | — | 186,084 | ||||||||
| Costs and expenses: | |||||||||||||||
| Lease operating expense | 142,950 | (22,609 | ) | (15,951 | ) | — | 104,390 | ||||||||
| Gathering, processing and transportation | 18,427 | (9,914 | ) | (5,646 | ) | — | 2,867 | ||||||||
| Taxes other than income | 20,895 | (3,215 | ) | (3,166 | ) | — | 14,514 | ||||||||
| Depreciation, depletion and amortization | 32,586 | (7,088 | ) | (9,619 | ) | — | 15,879 | ||||||||
| General and administrative expense | 35,895 | — | — | 5,800 | (k) | 41,695 | |||||||||
| Accretion of asset retirement obligations | 8,438 | (3,337 | ) | (540 | ) | — | 4,561 | ||||||||
| Loss (gain) on commodity derivative instruments | 2,047 | (1,587 | ) | — | — | 460 | |||||||||
| Pipeline incident loss | 3,859 | — | — | — | 3,859 | ||||||||||
| (Gain) loss on sale of properties | (1,367 | ) | — | — | (99,670) | (a), (c) | (101,037 | ) | |||||||
| Other, net | 531 | (156 | ) | (102 | ) | — | 273 | ||||||||
| Total costs and expenses | 264,261 | (47,906 | ) | (35,024 | ) | (93,870 | ) | 87,460 | |||||||
| Operating income (loss) | 30,420 | (7,860 | ) | (17,807 | ) | 93,870 | 98,623 | ||||||||
| Other income (expense): | |||||||||||||||
| Interest expense, net | (14,599 | ) | — | — | 12,224 | (l) | (1,142 | ) | |||||||
| — | — | 1,233 | (j) | ||||||||||||
| Other income (expense) | (447 | ) | — | — | — | (447 | ) | ||||||||
| Total other income (expense) | (15,046 | ) | — | — | 13,457 | (1,589 | ) | ||||||||
| Income (loss) before income taxes | 15,374 | (7,860 | ) | (17,807 | ) | 107,327 | 97,034 | ||||||||
| Income tax (expense) benefit - current | (232 | ) | — | — | — | (232 | ) | ||||||||
| Income tax (expense) benefit - deferred | (2,196 | ) | — | — | — | (2,196 | ) | ||||||||
| Net income (loss) | $ | 12,946 | $ | (7,860 | ) | $ | (17,807 | ) | $ | 107,327 | $ | 94,606 | |||
| Earnings (loss) per share: | |||||||||||||||
| Basic and diluted earnings (loss) per share | $ | 0.31 | $ | 2.39 | |||||||||||
| Weighted average common shares outstanding: | |||||||||||||||
| Basic and diluted | 39,655 | 39,655 |
AMPLIFY ENERGY CORP.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
Note 1. Description of Divestitures and Basis of Presentation
Description of Divestitures
On October 28, 2025, the EQV Sellers entered into a purchase and sale agreement (the “EQV Purchase and Sale Agreement”) with Alpha, pursuant to which the EQV Sellers sold to Alpha certain assets of the EQV Sellers, which include, among other things, the EQV Sellers’ right, title and interest in and to certain specified oil and gas Properties and Equipment (each, as defined in the EQV Purchase and Sale Agreement) within or related to certain designated lands in East Texas and Louisiana (the “East Texas Divestiture”). The East Texas Divestiture was completed on December 23, 2025, for total proceeds of approximately $122.0 million, subject to customary post-closing adjustments. The total proceeds of $122.0 million include approximately $2.6 million attributable to certain assets for which consents had not been obtained by the closing date, with management expecting to receive these additional proceeds post-closing. This disposition does not qualify as a discontinued operation.
On November 4, 2025, the Revolution Sellers, and, for certain limited purposes, OLLC, entered into a purchase and sale agreement (the “Revolution Purchase and Sale Agreement”) with Revolution, pursuant to which the Revolution Sellers sold to Revolution certain assets of the Revolution Sellers, which include, among other things, the Revolution Sellers’ right, title and interest in and to certain specified oil and gas Properties and Equipment (each, as defined in the Revolution Purchase and Sale Agreement) within or related to certain designated lands in Oklahoma (the “Oklahoma Divestiture”). The Oklahoma Divestiture was completed on December 29, 2025, for total proceeds of approximately $92.5 million, subject to customary post-closing adjustments. This disposition does not qualify as a discontinued operation.
Basis of Presentation
The unaudited pro forma condensed consolidated balance sheet is based on the unaudited condensed consolidated balance sheet of the Company as of September 30, 2025 and includes pro forma adjustments to give effect to both the Oklahoma Divestiture and East Texas Divestiture as if the transactions had occurred on September 30, 2025. The unaudited pro forma condensed statement of consolidated operations for the nine months ended September 30, 2025 is based on the unaudited condensed statement of consolidated operations of the Company for the nine months ended September 30, 2025 and includes pro forma adjustments to give effect to both the Oklahoma Divestiture and East Texas Divestiture as if the transactions had occurred on January 1, 2024. The unaudited pro forma condensed statement of consolidated operations for the year ended December 31, 2024 is based on the audited statement of consolidated operations of the Company for the year ended December 31, 2024 and includes pro forma adjustments to give effect to both the East Texas Divestiture and the Oklahoma Divestiture as if the transactions had occurred on January 1, 2024.
The pro forma adjustments to the historical unaudited condensed consolidated financial statements are based on currently available information and certain estimates and assumptions. The actual effect of the transactions discussed in the accompanying notes ultimately may differ from the unaudited pro forma adjustments included herein. However, management believes that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the unaudited pro forma adjustments are factually supportable, give appropriate effect to the impact of events that are directly attributable to the transactions, and reflect those items expected to no longer have a continuing impact on the Company.
The unaudited pro forma condensed consolidated financial information should be read in conjunction with the Company’s 2024 Annual Report on Form 10-K filed on March 5, 2025 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 filed on November 5, 2025.
Note 2. Pro Forma Adjustments and Assumptions
Unaudited Pro Forma Condensed Consolidated Balance Sheet
The following adjustments were made in the preparation of the unaudited pro forma condensed consolidated balance sheet as of September 30, 2025:
| (a) | Pro forma adjustments to reflect the closing of the East Texas Divestiture, including the receipt of $122.0<br>million in proceeds, subject to customary post-closing adjustments, the elimination of the associated net assets as of September 30,<br>2025 and the estimated gain of $97.5 million to be recognized as a result of the transaction. The total proceeds of $122.0 million include approximately $2.6 million attributable to certain assets for which consents had not been<br>obtained by the closing date, with management expecting to receive these additional proceeds post-closing. |
|---|---|
| (b) | Pro forma adjustment to reflect the use of the $115 million in proceeds from the East Texas Divestiture<br>to repay borrowings under the Company’s revolving credit facility. |
| --- | --- |
| (c) | Pro forma adjustments to reflect the closing of the Oklahoma Divestiture, including the receipt of $92.5<br>million in proceeds, subject to customary post-closing adjustments, the elimination of the associated net assets as of September 30,<br>2025 and the estimated gain of $2.1 million to be recognized as a result of the transaction. |
| --- | --- |
| (d) | Pro forma adjustment to reflect the use of the $8.0 million in proceeds from the Oklahoma Divestiture<br>to repay borrowings under the Company’s revolving credit facility. |
| --- | --- |
| (e) | Pro forma adjustment to reflect the reduction of the deferred financing costs related to the Company’s<br>revolving credit facility, assuming the debt repayments described in (b) and (d) above occurred on January 1, 2024. |
| --- | --- |
| (f) | Pro forma adjustment to reflect estimated professional fees and closing costs related to the East Texas<br>and the Oklahoma Divestitures. |
| --- | --- |
Unaudited Condensed Consolidated Statement of Operations
The following adjustments were made in the preparation of the unaudited pro forma condensed statement of consolidated operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024:
| (g) | Pro forma adjustment to reflect the removal of operating revenues, operating expenses and capitalized<br>interest related to the East Texas Divestiture. |
|---|---|
| (h) | Pro forma adjustment to reflect the removal of operating revenues, operating expenses and capitalized<br>interest related to the Oklahoma Divestiture. |
| --- | --- |
| (i) | Pro forma adjustment to reflect the following reduction of interest expense related to the East Texas<br>Divestiture and the Oklahoma Divestiture, assuming the debt repayments described in (b) and (d) above occurred on January 1,<br>2024: (i) using the Company’s revolving credit facility weighted average interest rate of 8.45% for the nine months ended September 30,<br>2025 and (ii) an adjustment for capitalized interest. |
| --- | --- |
| (j) | Pro forma adjustments to reflect the reduction of the deferred financing costs related to the East Texas<br>Divestiture and the Oklahoma Divestiture, assuming the debt repayments described in (b) and (d) above occurred on January 1,<br>2024 |
| --- | --- |
| (k) | Pro forma adjustment for estimated professional fees and closing costs related to the East Texas Divestiture<br>and the Oklahoma Divestiture. |
| --- | --- |
| (l) | Pro forma adjustment to reflect the reduction of interest expense related to the East Texas Divestiture<br>and Oklahoma Divestiture, assuming the debt repayments described in (b) and (d) above occurred on January 1, 2024: (i) using<br>the Company’s revolving credit facility weighted average interest rate of 9.27% for the year ended December 31, 2024 and (ii) an<br>adjustment for capitalized interest. |
| --- | --- |
Exhibit 99.2
Amplify Energy Announces Closing of OklahomaDivestiture
HOUSTON, December 29, 2025 -- Amplify Energy Corp. (NYSE: AMPY) (“Amplify,” the “Company,” “us,” or “our”) announced today that it closed the previously announced transaction to sell its interests in Oklahoma for a contract price of $92.5 million, subject to customary post-closing adjustments.
With proceeds from its East Texas and Oklahoma divestitures, the Company has eliminated all debt outstanding under its current revolving credit facility, which is being amended for the pro-forma Company. The Company expects to close the amended credit facility by December 31^st^.
Dan Furbee, Amplify’s Chief Executive Officer commented, “We are excited to have completed the closings of the East Texas and Oklahoma transactions in coordination with the Company’s previously announced strategic plan to simplify its portfolio. With an improved balance sheet, the Company intends to focus its resources on its highest upside assets. Furthermore, after closing these transactions, Amplify expects to materially reduce G&A costs. We believe Amplify will be well positioned to create significant upside value at both Beta and Bairoil.”
Mr. Furbee continued, “I want to thank our talented and dedicated teams for the significant effort they have put forth on these transactions in addition to their continued commitment to safe and efficient operations.”
About Amplify Energy
Amplify Energy Corp. is an independent oil company engaged in the acquisition, development, exploitation and production of oil. Amplify’s operations are focused in Beta (Pacific Offshore Continental Shelf) and Bairoil (Rockies). For more information, visit www.amplifyenergy.com.
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Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this press release that address activities, events or developments that the Company expects, believes, or anticipates will or may occur in the future are forward-looking statements. Terminology such as “may,” “will,” “would,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “outlook,” “continue,” the negative of such terms or other comparable terminology are intended to identify forward-looking statements. These statements include, but are not limited to, statements about the anticipated closing of the amended credit facility, the impact of the East Texas and Oklahoma sales on the Company’s business and future financial and operating results, and the Company’s expectations of plans, goals, strategies (including measures to implement strategies), objectives and anticipated results with respect thereto. These statements address activities, events or developments that we expect or anticipate will or may occur in the future, including things such as projections of results of operations, plans for growth, goals, future capital expenditures, competitive strengths, references to future intentions and other such references. These forward-looking statements involve risks and uncertainties and other factors that could cause the Company’s actual results or financial condition to differ materially from those expressed or implied by forward-looking statements. These include risks and uncertainties relating to, among other things: the Company’s evaluation and implementation of strategic alternatives; the ability to close the amended credit facility and risks related to future redeterminations of the borrowing base under the Company’s amended revolving credit facility; the Company’s ability to satisfy debt obligations; the Company’s need to make accretive acquisitions or substantial capital expenditures to maintain its declining asset base, including the existence of unanticipated liabilities or problems relating to acquired or divested business or properties; volatility in the prices for oil, natural gas and NGLs; the Company’s ability to access funds on acceptable terms, if at all, because of the terms and conditions governing the Company’s indebtedness, including financial covenants; general political and economic conditions, globally and in the jurisdictions in which we operate, including the Russian invasion of Ukraine, and ongoing conflicts in the Middle East, trade wars and the potential destabilizing effect such conflicts may pose for the global oil and natural gas markets; expectations regarding general economic conditions, including inflation; and the impact of local, state and federal governmental regulations, including those related to climate change and hydraulic fracturing, and potential changes in these regulations. Please read the Company’s filings with the SEC, including “Risk Factors” in the Company’s Annual Report on Form 10-K, and if applicable, the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are available on the Company’s Investor Relations website at https://www.amplifyenergy.com/investor-relations/sec-filings/default.aspx or on the SEC’s website at http://www.sec.gov, for a discussion of risks and uncertainties that could cause actual results to differ from those in such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements in this press release are qualified in their entirety by these cautionary statements. Except as required by law, the Company undertakes no obligation and does not intend to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise.
Contacts
Jim Frew -- President and Chief Financial Officer
(832) 219-9044
jim.frew@amplifyenergy.com
Michael Jordan -- Vice President, Finance and Treasury
(832) 219-9051
michael.jordan@amplifyenergy.com
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