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): July 21, 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)) |
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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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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Separation of ChiefExecutive Officer and Director
On July 21, 2025, Amplify Energy Corp., a Delaware corporation (the “Company”), and Mr. Martyn Willsher, the Company’s President, Chief Executive Officer and member of the Company’s board of directors (the “Board”), agreed that (i) Mr. Willsher’s roles as President and Chief Executive Officer of the Company and a member of the Board terminated effective July 22, 2025 (the “Transition Date”), and (ii) Mr. Willsher assumed the non-executive employee role of Special Advisor to the Company on the Transition Date.
In connection with the transition of Mr. Willsher’s role (the “Transition”), the Company and Mr. Willsher entered into a Transition and Separation Agreement (the “Transition Agreement”), effective as of the Transition Date. Pursuant to the terms of the Transition Agreement, Mr. Willsher will serve as Special Advisor to the Company until December 31, 2025, unless earlier terminated in accordance with the terms of the Transition Agreement (the “Termination Date”, and the period beginning on the Transition Date and ending on the Termination Date, the “Transition Period”).
In exchange for providing transition services during the Transition Period, subject to Mr. Willsher’s execution and non-revocation of a general release of claims and continued compliance with the restrictive covenants set forth in the Employment Agreement among Mr. Willsher, the Company and Amplify Energy Services LLC, dated November 1, 2023 (such restrictive covenants, the “Restrictive Covenants”), Mr. Willsher will be entitled to the following transition benefits (“Transition Period Benefits”) during the Transition Period: (i) continued base salary payments of his annual base salary (which shall be deducted from the Severance Benefits (as defined below)), (ii) continued eligibility to participate in the Company’s benefit plans, and (iii) continued vesting in the outstanding equity awards held by Mr. Willsher on the Transition Date in accordance with the Amplify Energy Corp. Equity Incentive Plan and Amplify Energy Corp. 2024 Equity Incentive Plan (together, the “Plans”), as applicable, and the applicable award agreements.
Subject to Mr. Willsher’s provision of transition services through the end of the Transition Period, his re-execution and non-revocation of the general release of claims and continued compliance with the Restrictive Covenants, Mr. Willsher will be entitled to the following: (i) a lump sum payment equal to his pro-rated annual bonus through August 1, 2025 measured at target performance, payable within 30 days following the Termination Date, (ii) a lump sum payment in an amount equal to the difference between (x) two times Mr. Willsher’s annual base salary as in effect on the day before the Transition Date, and (y) the amount of annual base salary paid to Mr. Willsher during the Transition Period, (iii) continued healthcare coverage under the Company’s plan during the 12-month period following the Termination Date at the same cost to Mr. Willsher as if he were a senior executive of the Company (subject to the terms of the Transition Agreement), (iv) any unvested restricted stock units held by Mr. Willsher as of the Termination Date will accelerate and vest in full on the Termination Date in accordance with the terms of his award agreement, and (v) a pro rata portion of the performance-based restricted stock units (“PRSUs”) held by Mr. Willsher as of the Termination Date will be eligible to vest on the Termination Date based on actual performance achieved as of the Termination Date in accordance with the terms of his award agreement ((i) through (v), collectively, the “Severance Benefits”). In the event Mr. Willsher is terminated by the Company for Cause (as defined in the Transition Agreement), he will not be entitled to the Severance Benefits.
The separation between the Company and Mr. Willsher was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. The forgoing description of the Transition Agreement is subject to and qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
Appointment ofChief Executive Officer and Director
On July 21, 2025, the Board appointed Mr. Daniel Furbee as the Company’s Chief Executive Officer and member of the Board, effective as of the Transition Date.
Mr. Furbee, age 43, had served as the Company’s Senior Vice President and Chief Operating Officer from March 2023 through his appointment as Chief Executive Officer. Prior to joining the Company, Mr. Furbee served as a partner at Sentinel Petroleum from February 2022 to March 2023, as an independent advisor for various companies from January 2021 to January 2022, as the Executive Vice President and Chief Operating Officer of Riviera Resources, Inc. from August 2018 to December 2020, as Linn Energy Inc.’s Vice President of Asset and Business Development from March 2018 to August 2018 and as Vice President of Business Development and Asset Development for Sanchez Energy Corporation from September 2013 to February 2018. From 2005 to August 2013, Mr. Furbee served in various engineering roles of increasing responsibilities at Linn Energy, LLC. Mr. Furbee holds a Bachelor of Science in Petroleum Engineering from Marietta College and a Master of Business Administration from the University of Houston. Mr. Furbee is also a Professional Engineer registered with the State of Texas.
In connection with Mr. Furbee’s appointment as Chief Executive Officer, Mr. Furbee’s annual base salary increased to $453,880, and his target annual incentive bonus increased to 90% of his annual base salary. He will continue to participate in employee benefits on terms similar to other executive officers, including eligibility for annual bonuses and equity incentives. In addition, Mr. Furbee received a grant of 100,000 PRSUs (the “Target PRSUs”) on July 22, 2025, pursuant to a PRSU award agreement between Mr. Furbee and the Company (the “Award Agreement”). The PRSUs are subject to a performance period that begins on July 22, 2025 and ends on March 31, 2028 (the “Performance Period”). The PRSUs will vest, subject to Mr. Furbee’s continued employment through the settlement date, as follows: (i) 50% of the Target PRSUs will vest if the 20-day volume-weighted average closing price (“VWAP”) of a share of Company common stock for the 20 consecutive trading days immediately preceding the end of the Performance Period equals at least $6.00 but less than $8.00, (ii) 100% of the Target PRSUs will vest if the 20-day VWAP of a share of Company common stock for the 20 consecutive trading days immediately preceding the end of the Performance Period equals at least $8.00, but less than $10.00, and (iii) 200% of the Target PRSUs will vest if the 20-day VWAP of a share of Company common stock for the 20 consecutive trading days immediately preceding the end of the Performance Period equals at least $10.00 ((i), (ii) and (iii), collectively, the “Performance Vesting Conditions”), with linear interpolation to apply for actual performance achieved between the foregoing thresholds.
In the event Mr. Furbee’s employment is terminated by the Company without Cause or by Mr. Furbee for Good Reason (each as defined in the Award Agreement) (each, a “Qualifying Termination”), a number of the PRSUs will vest on such termination date equal to the greater of (i) the number of PRSUs that would vest in accordance with the Performance Vesting Conditions based on actual performance through the date of such termination, and (ii) the Target PRSUs, subject to Mr. Furbee’s execution and non-revocation of a general release of claims and continued compliance with all applicable restrictive covenants. In the event Mr. Furbee’s employment is terminated due to his death or disability, a pro rata portion of the Target PRSUs will vest based on the number of days Mr. Furbee was employed during the Performance Period, subject to his or his estate’s, as applicable, execution of a general release of claims.
Mr. Furbee was not elected to his position as Chief Executive Officer or member of the Board under any arrangement or understanding between him and any other person. There are no transactions with Mr. Furbee that would be reportable under Item 404(a) of Regulation S-K and no family relationships exist between Mr. Furbee and any of the directors or officers of the Company.
The forgoing description of the Award Agreement is subject to and qualified in its entirety by reference to the full text of the Award Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
Appointment ofPresident and Chief Financial Officer
On July 21, 2025, the Board appointed Mr. James Frew, the Company’s Senior Vice President and Chief Financial Officer, as the Company’s President and Chief Financial Officer, effective as of the Transition Date.
Mr. Frew, age 48, had served as the Company’s Senior Vice President and Chief Financial Officer from April 2023 through his appointment as President and Chief Financial Officer. Prior to joining the Company, Mr. Frew was a partner at Sentinel Petroleum from March 2022 to April 2023. Previously, Mr. Frew served as Executive Vice President and Chief Financial Officer of Riviera Resources, Inc. from August 2018 to October 2020, and as Linn Energy’s Vice President of Marketing and Midstream from May 2014 to August 2018 and Director of Business Development, Strategy and Planning from May 2011 to May 2014. From August 2002 to May 2011, Mr. Frew held several roles in the Natural Resources division of the J.M. Huber Corporation. Mr. Frew started his career as a management consultant at the Parthenon Group. Mr. Frew holds a Bachelor of Arts in Economics and Political Science from Williams College.
In connection with Mr. Frew’s appointment as President and Chief Financial Officer, Mr. Frew’s annual base salary increased to $430,990, and his target annual incentive bonus increased to 90% of his annual base salary. He will continue to participate in employee benefits on terms similar to other executive officers, including eligibility for annual bonuses and equity incentives. In addition, on the Transition Date, the Company granted Mr. Frew a special bonus (the “Frew Special Bonus”) equal to $450,000 that will vest and become payable upon the earlier of (i) a Qualifying Termination, and (ii) July 22, 2027. In the event Mr. Frew’s employment terminates for any reason other than a Qualifying Termination prior to the vesting date, the Frew Special Bonus will be forfeited for no consideration.
General CounselTarget Compensation and Special Bonus
In connection with the foregoing, on July 21, 2025, the Board approved an increase of Mr. Eric Willis’s annual base salary to $430,990, and an increase of his target annual incentive bonus to 90% of his annual base salary. Mr. Willis will continue to participate in employee benefits on terms similar to other executive officers, including eligibility for annual bonuses and equity incentives. In addition, on the Transition Date, the Company granted Mr. Willis a special bonus (the “Willis Special Bonus”) equal to $450,000 that will vest and become payable upon the earlier of (i) a Qualifying Termination, and (ii) July 22, 2027. In the event Mr. Willis’s employment terminates for any reason other than a Qualifying Termination prior to the vesting date, the Willis Special Bonus will be forfeited for no consideration.
| Item 7.01. | Regulation FD Disclosure. |
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On July 22, 2025, the Company issued a press release announcing the events described in Item 5.02 of this Current Report on Form 8-K, among other things. A copy of the press release is attached hereto as Exhibit 99.1.
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. | FinancialStatements and Exhibits. |
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(d) Exhibits.
| ExhibitNumber | Description |
|---|---|
| 99.1 | Press Release, dated July 22, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: July 22, 2025 | AMPLIFY ENERGY CORP. | ||
|---|---|---|---|
| By: | /s/ Daniel Furbee | ||
| Name: | Daniel Furbee | ||
| Title: | Chief Executive Officer |
Exhibit 99.1
Amplify Energy Announces Strategic Update andCEO Transition
HOUSTON, July 22, 2025 -- Amplify Energy Corp. (NYSE: AMPY) (“Amplify,” the “Company,” “us,” or “our”) today announced an update on strategic initiatives and changes to the executive leadership team.
Strategic Initiatives
Amplify is committed to simplifying its portfolio, focusing capital and management resources on the most attractive investment opportunities, and creating value for shareholders. Amplify intends to become more oil-weighted, reduce debt, lower operating costs, and streamline the organization.
To accomplish the goals above, Amplify is undertaking several initiatives. First, Amplify recently engaged TenOaks Energy Advisors to explore market interest for the complete divestiture of Amplify’s assets in East Texas and Oklahoma. TenOaks has initiated outreach to potential buyers to gauge interest in the assets. Amplify believes running a broad-based competitive process will provide the highest likelihood of success. Monetizing these assets would allow Amplify to reduce debt, to meaningfully lower G&A, and to focus on our Beta and Bairoil operations.
With respect to Beta, Amplify continues to invest in its 2025 development program. We are currently drilling the C-08 well off of the Eureka platform and we expect to start production in August. The potential monetization of assets would allow for further acceleration of the Beta development program in the future. At Bairoil, we are currently pursuing meaningful cost saving opportunities and optimization projects.
Chris Hamm, Chairman of the Board, stated, “Amplify is pursuing multiple paths to enhance shareholder value. We are taking steps to not only simplify the portfolio, but also the organization. By focusing on our low decline, oil-weighted assets with significant drilling and optimization upside, we believe we can generate outstanding returns for our investors.”
CEO Transition
Effective July 22, 2025, Martyn Willsher has stepped down from his role as President and Chief Executive Officer. The Company's Board of Directors has promoted Dan Furbee, the Company's Senior Vice President and COO, to Chief Executive Officer, and has also promoted Jim Frew, the Company’s CFO to President and CFO. In addition to serving as CEO, Mr. Furbee will also join the Amplify Board of Directors.
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Mr. Hamm stated, “On behalf of the Board, I would like to thank Martyn for his dedicated service, commitment and leadership successfully guiding the Company through numerous challenges over the past five years. During Martyn’s tenure as CEO, Amplify has dramatically improved its balance sheet while initiating a highly encouraging drilling program at Beta. We are extremely grateful to Martyn for all that he has done for the Company.”
Mr. Hamm continued, “I would also like to congratulate Dan and Jim on their new roles. The Board strongly believes that this team can effectively implement the more focused strategic plan that the Company is adopting.”
Mr. Furbee, Amplify’s Chief Executive Officer, stated, “I am honored to take on the role as CEO at Amplify and I am excited to work with the Board, my colleagues and our various partners to deliver best-in-class returns to our shareholders. By simplifying the portfolio and focusing the Company on our Beta and Bairoil assets, I believe we can create a tremendous amount of value for all stakeholders.”
About Amplify Energy
Amplify Energy Corp. is an independent oil and natural gas company engaged in the acquisition, development, exploitation and production of oil and natural gas properties. Amplify’s operations are focused in Oklahoma, the Rockies (Bairoil), federal waters offshore Southern California (Beta), and East Texas / North Louisiana. 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 address activities, events or developments that we expect or anticipate will or may occur in the future. These statements include, but are not limited to, statements about the anticipated divestiture of Amplify’s assets in East Texas and Oklahoma, the impact of these potential sales of assets on the Company’s business and future financial and operating results, the expected use of proceeds of these potential sales of assets, and the Company’s expectations of plans, goals, strategies (including measures to implement strategies), objectives and anticipated results with respect thereto. 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 ability to complete these potential sales of assets on favorable terms, or at all; the Company’s evaluation and implementation of strategic alternatives; risks related to the redetermination of the borrowing base under the Company’s 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 U.S. Securities and Exchange Commission (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 -- Director, Finance and Treasurer
(832) 219-9051
michael.jordan@amplifyenergy.com
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