10-Q

Table of Contents ​

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 10-Q

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☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the quarterly period ended June 30, 2025

OR

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☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the transition period from **** to **** .

Commission File Number: 001-35512

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Amplify Energy Corp.

(Exact name of registrant as specified in its charter)

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​	​	​
Delaware		82-1326219
(State or other jurisdiction of incorporation or organization)	​	(I.R.S. Employer Identification No.)
​	​	​
500 Dallas Street , Suite 1700 , Houston , TX	​	77002
(Address of principal executive offices)	​	(Zip Code)

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Registrant’s telephone number, including area code: (832) 219-9001

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Not Applicable

(Former name or Former Address, if changed since last report)

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  þ    No  ☐

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes  þ    No  ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer ☐	Accelerated filer þ
Non-accelerated filer ☐	Smaller reporting company ☑
Emerging growth company ☐	​

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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. ☐

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act).   Yes  ☐    No  þ

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Securities Registered Pursuant to Section 12(b):

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​	​	​
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	AMPY	NYSE

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As of August 1, 2025, the registrant had 40,466,053 outstanding shares of common stock, $0.01 par value outstanding. ​ ​

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Table of Contents AMPLIFY ENERGY CORP.

TABLE OF CONTENTS

​		​
​	****	​	****	Page
​	​	Glossary of Oil and Natural Gas Terms	​	1
​	​	Names of Entities	​	4
​	​	Cautionary Note Regarding Forward-Looking Statements	​	5
​	​	​	​	​
PART I—FINANCIAL INFORMATION			​	​
Item 1.	​	Financial Statements	​	8
​	​	Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	​	8
​	​	Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024	​	9
​	​	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024	​	10
​	​	Unaudited Condensed Consolidated Statements of Equity (Deficit) for the Three and Six Months Ended June 30, 2025 and 2024	​	11
​	​	Notes to Unaudited Condensed Consolidated Financial Statements	​	12
​	​	Note 1 – Organization and Basis of Presentation	​	12
​	​	Note 2 – Summary of Significant Accounting Policies	​	12
​	​	Note 3 – Revenue	​	13
​	​	Note 4 – Acquisition and Divestitures	​	14
​	​	Note 5 – Fair Value Measurements of Financial Instruments	​	15
​	​	Note 6 – Risk Management and Derivative Instruments	​	17
​	​	Note 7 – Asset Retirement Obligations	​	19
​	​	Note 8 – Long-Term Debt	​	20
​	​	Note 9 – Equity	​	21
​	​	Note 10 – Earnings (Loss) per Share	​	22
​	​	Note 11 – Long-Term Incentive Plans	​	22
​	​	Note 12 – Leases	​	24
​	​	Note 13 – Supplemental Disclosures to the Unaudited Condensed Consolidated Balance Sheets and Unaudited Condensed Consolidated Statements of Cash Flows	​	26
​	​	Note 14 – Related Party Transactions	​	27
​	​	Note 15 – Segment Reporting	​	27
​	​	Note 16 – Commitments and Contingencies	​	27
​	​	Note 17 – Income Taxes	​	29
​	​	Note 18 – Subsequent Events	​	30
​	​	​	​	​
Item 2.	​	Management’s Discussion and Analysis of Financial Condition and Results of Operations	​	31
Item 3.	​	Quantitative and Qualitative Disclosures About Market Risk	​	43
Item 4.	​	Controls and Procedures	​	43
​	​	​	​	​
PART II—OTHER INFORMATION			​	​
Item 1.	​	Legal Proceedings	​	44
Item 1A.	​	Risk Factors	​	44
Item 2.	​	Unregistered Sales of Equity Securities and Use of Proceeds	​	44
Item 3.	​	Defaults Upon Senior Securities	​	44
Item 4.	​	Mine Safety Disclosures	​	44
Item 5.	​	Other Information	​	44
Item 6.	​	Exhibits	​	45
​	​	​	​	​
Signatures	​	​	​	47

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​ i

Table of Contents GLOSSARY OF OIL AND NATURAL GAS TERMS

Analogous Reservoir: Analogous reservoirs, as used in resource assessments, have similar rock and fluid properties, reservoir conditions (depth, temperature, and pressure) and drive mechanisms, but are typically at a more advanced stage of development than the reservoir of interest and thus may provide concepts to assist in the interpretation of more limited data and estimation of recovery. When used to support proved reserves, analogous reservoir refers to a reservoir that shares all of the following characteristics with the reservoir of interest: (i) the same geological formation (but not necessarily in pressure communication with the reservoir of interest); (ii) the same environment of deposition; (iii) similar geologic structure; and (iv) the same drive mechanism.

Bbl: One stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to oil or other liquid hydrocarbons.

Bbl/d: One Bbl per day.

Bcfe: One billion cubic feet of natural gas equivalent.

Boe: One barrel of oil equivalent, calculated by converting natural gas to oil equivalent barrels at a ratio of six Mcf of natural gas to one Bbl of oil.

BOEM: U.S. Bureau of Ocean Energy Management.

BSEE: Bureau of Safety and Environmental Enforcement.

Btu: One British thermal unit, the quantity of heat required to raise the temperature of a one-pound mass of water by one degree Fahrenheit.

CO2**:** Carbon dioxide.

Development Project: A development project is the means by which petroleum resources are brought to the status of economically producible. As examples, the development of a single reservoir or field, an incremental development in a producing field or the integrated development of a group of several fields and associated facilities with a common ownership may constitute a development project.

Dry Hole or Dry Well: A well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production would exceed production expenses and taxes.

Economically Producible: The term economically producible, as it relates to a resource, means a resource which generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation. For this determination, the value of the products that generate revenue are determined at the terminal point of oil and natural gas producing activities.

Exploitation: A development or other project which may target proven or unproven reserves (such as probable or possible reserves), but which generally has a lower risk than that associated with exploration projects.

Field: An area consisting of a single reservoir or multiple reservoirs, all grouped on or related to the same individual geological structural feature and/or stratigraphic condition. The field name refers to the surface area, although it may refer to both the surface and the underground productive formations.

Gross Acres or Gross Wells: The total acres or wells, as the case may be, in which we have a working interest.

Henry Hub: A distribution hub in Louisiana that serves as the delivery location for natural gas futures contracts on the New York Mercantile Exchange.

ICE: Inter-Continental Exchange.

MBbl: One thousand Bbls.

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MBbls/d: One thousand Bbls per day.

MBoe: One thousand barrels of oil equivalent.

MBoe/d: One thousand barrels of oil equivalent per day.

MMBoe: One million barrels of oil equivalent.

Mcf: One thousand cubic feet of natural gas.

Mcf/d: One Mcf per day.

MMBtu: One million Btu.

MMcf: One million cubic feet of natural gas.

MMcfe: One million cubic feet of natural gas equivalent.

MMcfe/d: One MMcfe per day.

Net Production: Production that is owned by us less royalties and production due to others.

NGLs: The combination of ethane, propane, butane and natural gasolines that, when removed from natural gas, become liquid under various levels of higher pressure and lower temperature.

NYMEX: New York Mercantile Exchange.

NYSE: New York Stock Exchange.

Oil: Oil and condensate.

Operator: The individual or company responsible for the exploration and/or production of an oil or natural gas well or lease.

OPIS: Oil Price Information Service.

Plugging and Abandonment: Refers to the sealing off of fluids in the strata penetrated by a well so that the fluids from one stratum will not escape into another stratum or to the surface. Regulations of all states require plugging of abandoned wells.

Probabilistic Estimate: The method of estimation of reserves or resources is called probabilistic when the full range of values that could reasonably occur for each unknown parameter (from the geoscience and engineering data) is used to generate a full range of possible outcomes and their associated probabilities of occurrence.

Proved Developed Reserves: Proved reserves that can be expected to be recovered from existing wells with existing equipment and operating methods.

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Proved Reserves: Those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible, from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations, prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced, or the operator must be reasonably certain that it will commence the project, within a reasonable time. The area of the reservoir considered as proved includes (i) the area identified by drilling and limited by fluid contacts, if any, and (ii) adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or natural gas on the basis of available geoscience and engineering data. In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons, as seen in a well penetration, unless geoscience, engineering or performance data and reliable technology establishes a lower contact with reasonable certainty. Where direct observation from well penetrations has defined a highest known oil elevation and the potential exists for an associated natural gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty. Reserves which can be produced economically through application of improved recovery techniques (including fluid injection) are included in the proved classification when (i) successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir, or an Analogous Reservoir or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based, and (ii) the project has been approved for development by all necessary parties and entities, including governmental entities. Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price used is the average price during the twelve-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

Realized Price: The cash market price less all expected quality, transportation and demand adjustments.

Reliable Technology: Reliable technology is a grouping of one or more technologies (including computational methods) that has been field tested and has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.

Reserves: Reserves are estimated remaining quantities of oil and natural gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and natural gas or related substances to market and all permits and financing required to implement the project. Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).

Reservoir: A porous and permeable underground formation containing a natural accumulation of producible oil and/or natural gas that is confined by impermeable rock or water barriers and is individual and separate from other reserves.

Resources: Resources are quantities of oil and natural gas estimated to exist in naturally occurring accumulations. A portion of the resources may be estimated to be recoverable and another portion may be considered unrecoverable. Resources include both discovered and undiscovered accumulations.

SEC: The U.S. Securities and Exchange Commission.

Working Interest: An interest in an oil and natural gas lease that gives the owner of the interest the right to drill for and produce oil and natural gas on the leased acreage and requires the owner to pay a share of the costs of drilling and production operations.

Workover: Operations on a producing well to restore or increase production.

WTI: West Texas Intermediate.

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Table of Contents NAMES OF ENTITIES

As used in this Form 10-Q, unless indicated otherwise:

●	“Amplify Energy,” “Amplify,” “it,” the “Company,” “we,” “our,” “us,” or like terms refer to Amplify Energy Corp. individually and/or collectively with its subsidiaries, as the context requires; and
●	“OLLC” refers to Amplify Energy Operating LLC, our wholly owned subsidiary through which we operate our properties.
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​ 4

Table of Contents CAUTIONARY NOTE REGARDING FORWARD–LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “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 (the “Exchange Act”), that are subject to a number of risks and uncertainties, many of which are beyond our control, which may include statements about our:

●	business strategies;
●	acquisition and disposition strategy;
---	---
●	cash flows and liquidity;
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●	financial strategy;
---	---
●	ability to replace the reserves we produce through drilling;
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●	drilling locations;
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●	oil and natural gas reserves;
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●	technology;
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●	realized oil, natural gas and NGL prices;
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●	production volumes;
---	---
●	lease operating expense;
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●	gathering, processing and transportation;
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●	general and administrative expense;
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●	future operating results;
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●	ability to procure drilling and production equipment;
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●	ability to procure oil field labor;
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●	planned capital expenditures and the availability of capital resources to fund capital expenditures;
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●	ability to access capital markets;
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●	marketing of oil, natural gas and NGLs;
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●	political and economic conditions and events in foreign oil and natural gas producing countries, including embargoes, trade wars, continued hostilities in the Middle East and other sustained military campaigns;
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●	acts of God, fires, earthquakes, storms, floods, other adverse weather conditions, war, acts of terrorism, cybersecurity breaches, military operations or national emergency;
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●	the occurrence or threat of epidemic or pandemic diseases, or any government response to such occurrence or threat;
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●	expectations regarding general economic conditions, including inflation;
●	competition in the oil and natural gas industry;
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●	effectiveness of risk management activities;
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●	environmental liabilities;
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●	counterparty credit risk;
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●	expectations regarding governmental regulation and taxation;
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●	expectations regarding developments in oil-producing and natural-gas producing countries; and
---	---
●	plans, objectives, expectations and intentions.
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All statements, other than statements of historical fact included in this report, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “outlook,” “continue,” the negative of such terms or other comparable terminology. 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. Important factors that could cause our actual results or financial condition to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following risks and uncertainties:

●	risks related to a redetermination of the borrowing base under our senior secured reserve-based revolving credit facility (the “Revolving Credit Facility”);
●	our ability to access funds on acceptable terms, if at all, because of the terms and conditions governing our indebtedness, including financial covenants;
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●	our ability to access funds on acceptable terms, if at all, due to potentially worsening economic conditions, including continued or further inflation, disruption in the financial markets, the imposition of tariffs or trade or other economic sanctions and political instability;
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●	our ability to satisfy debt obligations;
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●	volatility in the prices for oil, natural gas and NGLs, including due to actions taken by the Organization of the Petroleum Exporting Countries (OPEC+) as it pertains to global supply and demand of, and prices for such commodities;
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●	the potential for additional impairments due to continuing or future declines in oil, natural gas and NGL prices;
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●	the uncertainty inherent in estimating quantities of oil, natural gas and NGL reserves;
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●	our substantial future capital requirements, which may be subject to limited availability of financing;
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●	the uncertainty inherent in the development and production of oil and natural gas;
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●	our need to make accretive acquisitions or substantial capital expenditures to maintain our declining asset base;
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●	the existence of unanticipated liabilities or problems relating to acquired or divested businesses or properties;
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●	potential acquisitions, including our ability to make acquisitions on favorable terms or to integrate acquired properties;
●	the consequences of changes we have made, or may make from time to time in the future, to our capital expenditure budget, including the impact of those changes on our production levels, reserves, results of operations and liquidity;
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●	potential shortages of, or increased costs for, drilling and production equipment and supply materials for production, such as CO2;
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●	potential difficulties in the marketing of oil and natural gas;
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●	changes to the financial condition of counterparties;
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●	uncertainties surrounding the success of our secondary and tertiary recovery efforts;
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●	competition in the oil and natural gas industry;
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●	our results of evaluation and implementation of strategic alternatives;
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●	general political and economic conditions, globally and in the jurisdictions in which we operate, including the Russian invasion of Ukraine, ongoing conflicts in the Middle East, trade wars and the potential destabilizing effect such conflicts may pose for those regions and/or the global oil and natural gas markets;
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●	the impact of climate change and natural disasters, such as earthquakes, tidal waves, mudslides, fires and floods;
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●	the impact of local, state and federal governmental regulations, including those related to climate change and hydraulic fracturing, and potential changes in these regulations;
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●	the risk that our hedging strategy may be ineffective or may reduce our income;
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●	the cost and availability of insurance as well as operating risks that may not be covered by an effective indemnity or insurance;
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●	actions of third-party co-owners of interests in properties in which we also own an interest; and
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●	other risks and uncertainties described in “Item 1A. Risk Factors.”
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The forward-looking statements contained in this report are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. All readers are cautioned that the forward-looking statements contained in this report are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or that the events or circumstances described in any forward-looking statement will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors described in “Part I—Item 1A. Risk Factors” of Amplify’s Annual Report on Form 10-K for the year ended December 31, 2024 initially filed with the SEC on March 5, 2025 and amended on April 17, 2025 (“2024 Form 10-K”). All forward-looking statements speak only as of the date of this report. The Company does not intend to update or revise any forward-looking statements as a result of new information, future events or otherwise. These cautionary statements qualify all forward-looking statements attributable to the Company or persons acting on its behalf.

​ 7

Table of Contents PART I—FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS.

AMPLIFY ENERGY CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except outstanding shares)

​	​	​	​	​	​	​
​	****	June 30,		****	December 31,
​	****	2025		​	2024
ASSETS		​			​
Current assets:		​			​
Cash and cash equivalents	​	$	—	​	$	—
Accounts receivable, net (see Note 13)	​		34,692	​		39,713
Short-term derivative instruments	​		9,909	​		6,385
Prepaid expenses and other current assets	​		25,412	​		25,679
Total current assets	​		70,013	​		71,777
Property and equipment, at cost:	​			​
Oil and natural gas properties, successful efforts method	​		886,441	​		942,981
Support equipment and facilities	​		153,825	​		150,511
Other	​		12,126	​		11,478
Accumulated depreciation, depletion and amortization	​		(668,463)	​		(718,752)
Property and equipment, net	​		383,929	​		386,218
Long-term derivative instruments	​		—	​		233
Restricted investments	​		35,093	​		29,993
Operating lease - long term right-of-use asset	​		4,136	​		4,540
Deferred tax asset	​	​	251,718	​	​	251,600
Assets held for sale - non-current assets	​	​	24,333	​	​	—
Other long-term assets	​		2,085	​		2,715
Total assets	​	$	771,307	​	$	747,076
​	​	​	​	​	​	​
LIABILITIES AND EQUITY	​			​
Current liabilities:	​			​
Accounts payable	​	$	30,303	​	$	13,231
Revenues payable	​		11,736	​		11,494
Accrued liabilities (see Note 13)	​		41,215	​		43,413
Total current liabilities	​		83,254	​		68,138
Long-term debt (see Note 8)	​		130,000	​		127,000
Asset retirement obligations	​		131,464	​		129,700
Long-term derivative instruments	​		730	​		—
Operating lease liability	​		3,268	​		3,683
Assets held for sale - non-current liabilities	​	​	1,333	​	​	—
Other long-term liabilities	​		9,953	​		9,643
Total liabilities	​		360,002	​		338,164
Commitments and contingencies (see Note 16)	​			​
Stockholders' equity (deficit):	​			​
Preferred stock, $0.01 par value: 50,000,000 shares authorized; no shares issued and outstanding at June 30, 2025 and December 31, 2024	​		—	​		—
Common stock, $0.01 par value: 250,000,000 shares authorized; 40,396,165 and 39,795,138 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively	​		404	​		399
Additional paid-in capital	​		441,846	​		439,981
Accumulated deficit	​		(30,945)	​		(31,468)
Total stockholders' equity (deficit)	​		411,305	​		408,912
Total liabilities and equity	​	$	771,307	​	$	747,076

​

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

​ 8

Table of Contents AMPLIFY ENERGY CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	For the Three Months Ended					​	For the Six Months Ended
​	****	June 30,					​	June 30,
​	****	2025		****	2024		​	2025		****	2024
Revenues:		​			​		​	​			​
Oil and natural gas sales	​	$	66,774	​	$	72,346	​	$	137,115	​	$	147,668
Other revenues	​		1,587	​		7,157	​		3,296	​		8,134
Total revenues	​		68,361	​		79,503	​		140,411	​		155,802
​	​	​	​	​	​	​	​	​	​	​	​	​
Costs and expenses:	​			​			​			​
Lease operating expense	​		38,622	​	​	36,311	​		76,039	​		74,595
Gathering, processing and transportation	​		4,723	​	​	4,895	​		9,009	​		9,669
Taxes other than income	​		4,299	​	​	4,631	​		8,683	​		9,542
Depreciation, depletion and amortization	​		9,765	​	​	7,827	​		18,259	​		16,066
Impairment expense	​		8,448	​	​	—	​		8,448	​		—
General and administrative expense	​		11,197	​	​	8,358	​		22,012	​		18,158
Accretion of asset retirement obligations	​		2,210	​	​	2,096	​		4,393	​		4,157
Loss (gain) on commodity derivative instruments	​		(22,162)	​	​	1,225	​		(7,845)	​		17,789
Pipeline incident loss	​	​	195	​	​	500	​	​	591	​	​	1,207
(Gain) loss on sale of properties	​	​	(1,545)	​	​	—	​	​	(7,796)	​	​	—
Other, net	​		50	​	​	108	​		53	​		149
Total costs and expenses	​		55,802	​		65,951	​		131,846	​		151,332
Operating income (loss)	​		12,559	​		13,552	​		8,565	​		4,470
Other income (expense):	​			​			​			​
Interest expense, net	​		(3,594)	​	​	(3,632)	​		(7,113)	​		(7,159)
Other income (expense)	​	​	(666)	​	​	(109)	​	​	(551)	​	​	(204)
Total other income (expense)	​		(4,260)	​		(3,741)	​		(7,664)	​		(7,363)
Income (loss) before income taxes	​		8,299	​		9,811	​		901	​		(2,893)
Income tax (expense) benefit - current	​		(495)	​	​	(557)	​		(496)	​		(1,952)
Income tax (expense) benefit - deferred	​		(1,420)	​	​	(2,135)	​		118	​		2,568
Net income (loss)	​	$	6,384	​	$	7,119	​	$	523	​	$	(2,277)
​	​	​	​	​	​	​	​	​	​	​	​	​
Allocation of net income (loss) to:	​	​	​	​	​	​	​	​	​	​	​	​
Net income (loss) available to common stockholders	​	$	6,039	​	$	6,773	​	$	496	​	$	(2,277)
Net income (loss) allocated to participating securities	​		345	​		346	​		27	​		—
Net income (loss) available to Amplify Energy Corp.	​	$	6,384	​	$	7,119	​	$	523	​	$	(2,277)
​	​	​	​	​	​	​	​	​	​	​	​	​
Earnings (loss) per share: (See Note 10)	​			​			​			​
Basic and diluted earnings (loss) per share	​	$	0.15	​	$	0.17	​	$	0.01	​	$	(0.06)
Weighted average common shares outstanding:	​			​			​			​
Basic and diluted	​		40,349	​	​	39,629	​		40,269	​		39,519

​

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

​ 9

Table of Contents AMPLIFY ENERGY CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

​	​	​	​	​	​	​
​	****	For the Six Months Ended
​	****	June 30,
​	****	2025		****	2024
Cash flows from operating activities:		​			​
Net income (loss)	​	$	523	​	$	(2,277)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:	​		​	​		​
Depreciation, depletion and amortization	​		18,259	​		16,066
Impairment expense	​		8,448	​		—
Loss (gain) on derivative instruments	​		(7,845)	​		17,789
Cash settlements (paid) received on expired derivative instruments	​		5,284	​		7,983
Deferred income tax expense (benefit)	​	​	(118)	​	​	(2,568)
Accretion of asset retirement obligations	​		4,393	​		4,157
Share-based compensation (see Note 11)	​		3,880	​		3,298
Settlement of asset retirement obligations	​		(525)	​		(416)
Amortization and write-off of deferred financing costs	​		630	​		608
Bad debt expense	​		53	​		26
Changes in operating assets and liabilities:	​			​
Accounts receivable	​		4,968	​		2,763
Prepaid expenses and other assets	​		2,116	​		(2,784)
Payables and accrued liabilities	​		9,124	​		(21,544)
Net cash provided by operating activities	​		49,190	​		23,101
Cash flows from investing activities:	​			​
Additions to oil and gas properties	​		(52,227)	​		(38,616)
Additions to other property and equipment	​		(649)	​		(992)
Additions to restricted investments	​		(5,100)	​		(4,969)
Proceeds from the sale of oil and natural gas properties	​	​	7,796	​	​	—
Net cash used in investing activities	​		(50,180)	​		(44,577)
Cash flows from financing activities:	​			​
Advances on Revolving Credit Facility	​		74,000	​		53,000
Payments on Revolving Credit Facility	​		(71,000)	​		(50,000)
Shares withheld for taxes	​		(2,010)	​		(1,768)
Net cash used in financing activities	​		990	​		1,232
Net change in cash and cash equivalents	​		—	​		(20,244)
Cash and cash equivalents, beginning of period	​		—	​		20,746
Cash and cash equivalents, end of period	​	$	—	​	$	502

​

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

​ 10

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)

(In thousands)

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Stockholders' Equity
​	​	​	​	​	Additional		​	Accumulated		​	​	​
​	​	Common		​	Paid-in		​	Earnings		​	​	​
​	****	Stock		****	Capital		****	(Deficit)		****	Total
Balance at December 31, 2024		$	399	​	$	439,981	​	$	(31,468)	​	$	408,912
Net income (loss)	​		—	​		—	​		(5,861)	​		(5,861)
Share-based compensation expense	​		—	​		1,890	​		—	​		1,890
Shares withheld for taxes	​		—	​		(2,004)	​		—	​		(2,004)
Other	​		5	​		(5)	​		—	​		—
Balance at March 31, 2025	​	​	404	​	​	439,862	​	​	(37,329)	​	​	402,937
Net income (loss)	​	​	—	​	​	—	​	​	6,384	​	​	6,384
Share-based compensation expense	​	​	—	​	​	1,990	​	​	—	​	​	1,990
Shares withheld for taxes	​	​	—	​	​	(6)	​	​	—	​	​	(6)
Other	​	​	—	​	​	—	​	​	—	​	​	—
Balance at June 30, 2025		$	404		$	441,846		$	(30,945)		$	411,305

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Stockholders' Equity (Deficit)
​	​	​	​	​	Additional		​	Accumulated		**** ​		​
​	​	Common		​	Paid-in		​	Earnings		​	​	​
​	****	Stock		****	Capital		****	(Deficit)		****	Total
Balance at December 31, 2023		$	393		$	435,095		$	(44,452)		$	391,036
Net income (loss)	​		—	​		—	​		(9,396)	​		(9,396)
Share-based compensation expense	​		—	​		1,120	​		—	​		1,120
Shares withheld for taxes	​		—	​		(1,745)	​		—	​		(1,745)
Other	​		5	​		(5)	​		—	​		—
Balance at March 31, 2024	​	​	398	​	​	434,465	​	​	(53,848)	​	​	381,015
Net income (loss)	​	​	—	​		—	​		7,119	​		7,119
Share-based compensation expense	​	​	—	​		2,140	​		38	​		2,178
Shares withheld for taxes	​	​	—	​		(23)	​		—	​		(23)
Balance at June 30, 2024	​	$	398	​	$	436,582	​	$	(46,691)	​	$	390,289
​	​	​	​	​	​	​	​	​	​	​	​	​

​

​

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

​

​ 11

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AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Organization and Basis of Presentation

General

Amplify Energy Corp. (“Amplify Energy,” “Amplify,” “it” or the “Company”) is a publicly traded Delaware corporation whose common stock, par value $0.01 per share (“Common Stock”), is listed on the NYSE under the symbol “AMPY.”

The Company operates in one reportable segment that is engaged in the acquisition, development, exploitation and production of oil and natural gas properties. The Company’s management evaluates performance based on one reportable business segment as there are not different economic environments within the operation of the Company’s oil and natural gas properties. The Company’s assets have historically consisted primarily of producing oil and natural gas properties located in Oklahoma, the Rockies (“Bairoil”), federal waters offshore Southern California (“Beta”), East Texas/North Louisiana and the Eagle Ford (non-op). Most of the Company’s oil and natural gas properties are located in large, mature oil and natural gas reservoirs. The Company’s properties consist primarily of operated and non-operated working interests in producing and undeveloped leasehold acreage and working interests in identified producing wells.

Basis of Presentation

The Company’s accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the Company’s opinion, the accompanying Unaudited Condensed Consolidated Financial Statements include all adjustments of a normal recurring nature necessary for fair presentation. Material intercompany transactions and balances have been eliminated.

The results reported in these Unaudited Condensed Consolidated Financial Statements are not necessarily indicative of results that may be expected for the entire year. Furthermore, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. Accordingly, the accompanying Unaudited Condensed Consolidated Financial Statements and Notes should be read in conjunction with the Company’s annual financial statements included in its 2024 Form 10-K.

Use of Estimates

The preparation of the accompanying Unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates include, but are not limited to, oil and natural gas reserves, fair value estimates, revenue recognition, and contingencies and insurance accounting.

Segments

Operating segments are defined as components of an enterprise that engage in activities from which it may earn revenues and incur expenses for which separate operational financial information is available and is regularly evaluated by the chief operating decision maker (“CODM”). The Company’s Chief Executive Officer has been determined to be the Company’s CODM and as such, he allocates resources and assesses performance based upon consolidated financial information. See additional information in Note 15.

Note 2. Summary of Significant Accounting Policies

There have been no changes to the Company’s significant accounting policies as described in the Company’s annual financial statements included in its 2024 Form 10-K. 12

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AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

New Accounting Pronouncements

Improvements to Income Tax Disclosure. In December 2023, the Federal Accounting Standards Board (the “FASB”) issued an accounting standard update which requires that companies disclose the nature and magnitude of factors contributing to the difference between their effective tax rate and the statutory tax rate. The update will require companies to disclose specific categories in the rate reconciliation and provide additional information about items that meet a certain quantitative threshold. The guidance is effective for annual periods beginning after December 15, 2024. The Company plans to adopt the guidance during fiscal year 2025, with the first disclosure to be reflected in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The Company is currently evaluating the impact of this guidance on the Company’s financial disclosures. Adoption of the update will not impact the Company’s financial position, results of operations or liquidity.

Income Statement –Expense Disaggregation Disclosures. In November 2024, the FASB issued an accounting standard update which requires disaggregated disclosures of income statement expenses for public business entities. The guidance will require companies to disclose disaggregated information about specific natural expense categories underlying certain income statement expense line items that are considered relevant because they include one or more of the five natural expense categories, as applicable: (1) purchase of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization and (5) depreciation, depletion and amortization (“DD&A”) recognized as part of oil and gas producing activities or other depletion expenses. The new guidance is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 31, 2027. The Company is currently evaluating the impact of this guidance on the Company’s financial disclosures. Adoption of the update will not impact the Company’s financial position, results of operations or liquidity.

Other accounting standards that have been issued by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

Note 3. Revenue

Revenue from Contracts with Customers

Revenue is recognized when the following five steps are completed: (1) identify the contract with the customer, (2) identify the performance obligation (promise) in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when the reporting organization satisfies a performance obligation.

The Company has determined that its contracts for the sale of crude oil, unprocessed natural gas, residue gas and NGLs contain monthly performance obligations to deliver product at locations specified in the contract. Control is transferred at the delivery location, at which point the performance obligation has been satisfied and revenue is recognized. Fees included in the contract that are incurred prior to control transfer are classified as gathering, processing and transportation and fees incurred after control transfers are included as a reduction to the transaction price. The transaction price at which revenue is recognized consists entirely of variable consideration based on quoted market prices less various fees and the quantity of volumes delivered. 13

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AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Disaggregation of Revenue

The Company has identified three material revenue streams in its business: oil, natural gas and NGLs. The following table presents the Company’s revenues disaggregated by revenue stream.

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	For the Three Months Ended					​	For the Six Months Ended
​	****	June 30,					​	June 30,
​	****	2025		****	2024		****	2025		****	2024
​	****	(In thousands)
Revenues		​			​		​	​			​
Oil	​	$	49,705	​	$	57,789	​	$	99,686	​	$	115,210
NGLs	​	​	5,648	​	​	6,565	​	​	11,806	​	​	14,091
Natural gas	​	​	11,421	​	​	7,992	​	​	25,623	​	​	18,367
Oil and natural gas sales	​	$	66,774	​	$	72,346	​	$	137,115	​	$	147,668

​

Contract Balances

Under the Company’s sales contracts, the Company invoices customers once its performance obligations have been satisfied, at which point payment is unconditional. Accordingly, the Company’s contracts do not give rise to contract assets or liabilities. Accounts receivable attributable to the Company’s revenue contracts with customers were $28.8 million at June 30, 2025 and $28.5 million at December 31, 2024.

Note 4. Acquisitions and Divestitures

Assets Held for Sale

On June 30, 2025, the Company approved the plan to sell its non-operated Eagle Ford assets. On July 1, 2025, OLLC entered into a definitive agreement (the “Purchase and Sale Agreement”) to divest its non-core assets in the Eagle Ford for a contract price of $23.0 million, subject to certain post-closing adjustments (the “Asset Sale”). The assets held for sale are recorded at the lower of their carrying value or fair value less cost to sell. The Company recognized an impairment expense of approximately $8.4 million for both the three and six months ended June 30, 2025 in connection with the planned divestiture. The disposition did not qualify as discontinued operations. The major categories of assets and liabilities classified as held for sale were:

​

​	​	​	​
​		June 30, 2025
​		(In thousands)
Assets classified as held for sale	​	​	​
Property and equipment, at cost:	​	​	​
Oil and natural gas properties, successful efforts method	​	$	101,330
Accumulated depreciation, depletion, and impairment	​	​	(76,997)
Property and equipment, net	​	​	24,333
Total assets classified as held for sale	​	$	24,333
​	​	​	​
Liabilities associated with assets held for sale	​	​	​
Asset retirement obligations	​	$	(1,333)
Total liabilities associated with assets held for sale	​	$	(1,333)

​ 14

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AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

East Texas Haynesville Monetization

On January 15, 2025, the Company sold 90% of its interest in certain units with rights in the Haynesville basin in Harrison County, Texas and purchased a 10% interest in adjacent acreage, generating $6.3 million in net proceeds from the transactions. These transactions also established an area of mutual interest with the counterparty covering 10,000 gross acres. Amplify retained a 10% working interest in the units it divested and purchased a 10% working interest in the counterparty’s acreage. The net proceeds received from the purchase and sale transactions of $6.3 million is classified as a (gain) loss on sale of properties in our Unaudited Consolidated Statement of Operations.

On May 1, 2025, the Company sold 90% of its interest in three additional units with rights in the Haynesville basin in Panola and Shelby Counties, Texas to a third party. Amplify retained a 10% working interest in the units it divested. The net proceeds from the transaction of $1.5 million are classified as a (gain) loss on sale of properties in our Unaudited Consolidated Statement of Operations.

Contemplated Merger with Juniper Capital

On January 14, 2025, the Company entered into an Agreement and Plan of Merger, as subsequently amended (the “Merger Agreement”) with Amplify DJ Operating LLC, a Delaware limited liability company and indirect wholly owned subsidiary of the Company (“First Merger Sub”), Amplify PRB Operating LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Amplify (“Second Merger Sub”), North Peak Oil & Gas, LLC, a Delaware limited liability company (“NPOG”), Century Oil and Gas Sub-Holdings, LLC, a Delaware limited liability company (“COG” and, together with NPOG, the “Acquired Companies”), and, solely for the limited purposes set forth in the Merger Agreement, Juniper Capital Advisors, L.P. (“Juniper Capital”) and the Specified Company Entities set forth on Annex A thereto, pursuant to which, at the effective time of the Contemplated Mergers (as defined below) (the “Effective Time”), it was contemplated that (i) NPOG would merge with and into First Merger Sub, with NPOG surviving the merger as an indirect, wholly owned subsidiary of the Company and (ii) COG would merge with and into Second Merger Sub, with COG surviving the merger as an indirect, wholly owned subsidiary of the Company, in each case, subject to the terms and conditions of the Merger Agreement (clauses (i) and (ii), together, the “Contemplated Mergers”).

On April 25, 2025, pursuant to Section 8.1(a) of the Merger Agreement, the Company and the Acquired Companies entered into a mutual termination agreement (the “Termination Agreement”) to terminate the Merger Agreement (the “Termination”), effective immediately. As a result of the Termination Agreement, the Merger Agreement is of no further force and effect.

Acquisition and Divesture Expenses

Acquisition and divestiture related expenses for third-party transactions are included in general and administrative expense in the accompanying Unaudited Condensed Statement of Consolidated Operations for the periods indicated below (in thousands):

​	​	​	​	​	​	​	​	​	​	​
For the Three Months Ended					​	For the Six Months Ended
June 30,					​	June 30,
2025		​	2024		​	2025		​	2024
$	2,346	​	$	9	​	$	3,975	​	$	23

​

​

​

Note 5. Fair Value Measurements of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a specified measurement date. Fair value estimates are based on either (i) actual market data or (ii) assumptions that other market participants would use in pricing an asset or liability, including estimates of risk. A three-tier hierarchy has been established that classifies fair value amounts recognized or disclosed in the financial statements. The hierarchy considers fair value amounts based on observable inputs (Levels 1 and 2) to be more reliable and predictable than those based primarily on unobservable inputs (Level 3). All the derivative instruments reflected on the accompanying Unaudited Condensed Consolidated Balance Sheets were considered Level 2. 15

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AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The carrying values of accounts receivables, accounts payables (including accrued liabilities), restricted investments and amounts outstanding under long-term debt agreements with variable rates included in the accompanying Unaudited Condensed Consolidated Balance Sheets approximated fair value at June 30, 2025 and December 31, 2024. The fair value estimates are based upon observable market data and are classified within Level 2 of the fair value hierarchy. These assets and liabilities are not presented in the following tables.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The fair market values of the derivative financial instruments reflected on the accompanying Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 were based on estimated forward commodity prices. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement in its entirety. The significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

The following tables present the gross derivative assets and liabilities that are measured at fair value on a recurring basis at June 30, 2025 and December 31, 2024 for each of the fair value hierarchy levels:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	Fair Value Measurements at June 30, 2025
​	​	​		​	​		​	Significant		​	​	​
​	​	Quoted Prices in		​	Significant Other		​	Unobservable		​	​	​
​	​	Active Market		​	Observable Inputs		​	Inputs		​	​	​
​	****	(Level 1)		****	(Level 2)		****	(Level 3)		****	Fair Value
​	​	(In thousands)
Assets:		​			​			​			​
Commodity derivatives	​	$	—	​	$	24,694	​	$	—	​	$	24,694
Interest rate derivatives	​		—	​		—	​		—	​		—
Total assets	​	$	—	​	$	24,694	​	$	—	​	$	24,694
​	​	​	​	​	​	​	​	​	​	​	​	​
Liabilities:	​			​			​			​
Commodity derivatives	​	$	—	​	$	15,515	​	$	—	​	$	15,515
Interest rate derivatives	​		—	​		—	​		—	​		—
Total liabilities	​	$	—	​	$	15,515	​	$	—	​	$	15,515

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	Fair Value Measurements at December 31, 2024
​	​	​		​	​		​	Significant		​	​	​
​	​	Quoted Prices in		​	Significant Other		​	Unobservable		​	​	​
​	​	Active Market		​	Observable Inputs		​	Inputs		​	​	​
​	****	(Level 1)		****	(Level 2)		****	(Level 3)		****	Fair Value
​	​	(In thousands)
Assets:	​		​	​		​	​		​	​		​
Commodity derivatives	​	$	—	​	$	14,317	​	$	—	​	$	14,317
Interest rate derivatives	​		—	​		—	​		—	​		—
Total assets	​	$	—	​	$	14,317	​	$	—	​	$	14,317
​	​	​	​	​	​	​	​	​	​	​	​	​
Liabilities:	​			​			​			​
Commodity derivatives	​	$	—	​	$	7,699	​	$	—	​	$	7,699
Interest rate derivatives	​		—	​		—	​		—	​		—
Total liabilities	​	$	—	​	$	7,699	​	$	—	​	$	7,699

​

See Note 6 for additional information regarding the Company’s derivative instruments. 16

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AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are reported at fair value on a nonrecurring basis, as reflected on the accompanying Unaudited Condensed Consolidated Balance Sheets. The following methods and assumptions are used to estimate the fair values:

●	The fair value of asset retirement obligations (“AROs”) is based on discounted cash flow projections using numerous estimates, assumptions and judgments regarding factors such as the existence of a legal obligation for an ARO, amounts and timing of settlements, the credit-adjusted risk-free rate and inflation rates. The initial fair value estimates are based on unobservable market data and are classified within Level 3 of the fair value hierarchy. See Note 7 for a summary of changes in AROs.
●	Proved oil and natural gas properties are reviewed for impairment when events and circumstances indicate a possible decline in the recoverability of the carrying value of such properties. The Company uses an income approach based on the discounted cash flow method, whereby the present value of expected future net cash flows is discounted by applying an appropriate discount rate, for purposes of placing a fair value on the assets. The future cash flows are based on management’s estimates for the future. The unobservable inputs used to determine fair value include, but are not limited to, estimates of proved reserves, estimates of probable reserves, future commodity prices, the timing of future production and capital expenditures and a discount rate commensurate with the risk reflective of the lives remaining for the respective oil and natural gas properties (some of which are Level 3 inputs within the fair value hierarchy).
---	---
●	The Company recorded an impairment expense of $8.4 million for both the three and six months ended June 30, 2025 to reduce the net book value of our non-operated Eagle Ford assets to fair value less costs to sell. See additional information regarding Asset Sale in Note 4 and Note 18. No impairment expense was recorded on proved oil and natural gas properties during the three and six months ended June 30, 2024.
---	---

Note 6. Risk Management and Derivative Instruments

Derivative instruments are utilized to manage exposure to commodity price and interest rate fluctuations and to achieve a more predictable cash flow in connection with natural gas and oil sales and borrowing related activities. These instruments limit exposure to declines in prices but also limit the benefits that would be realized if prices increase.

Certain inherent business risks are associated with commodity derivative contracts, including market risk and credit risk. Market risk is the risk that the price of natural gas or oil will change, either favorably or unfavorably, in response to changing market conditions. Credit risk is the risk of loss from nonperformance by the counterparty to a contract. It is the Company’s policy to enter into derivative contracts only with creditworthy counterparties, which are generally financial institutions, deemed by management as competent and competitive market makers. Some of the lenders, or certain of their affiliates, under the Company’s current credit agreements are counterparties to its derivative contracts. While collateral is generally not required to be posted by counterparties, credit risk associated with derivative instruments is minimized by limiting exposure to any single counterparty and entering into derivative instruments only with creditworthy counterparties that are generally large financial institutions. Additionally, master netting agreements are used to mitigate risk of loss due to default with counterparties on derivative instruments. The Company has also entered into International Swaps and Derivatives Association Master Agreements (“ISDA Agreements”) with each of its counterparties. The terms of the ISDA Agreements provide the Company and each of its counterparties with rights of set-off upon the occurrence of defined acts of default by either the Company or its counterparty to a derivative, whereby the party not in default may set-off all liabilities owed to the defaulting party against all net derivative asset receivables from the defaulting party. As a result, had certain counterparties failed completely to perform according to the terms of the existing contracts, the Company would have the right to offset $9.9 million against amounts outstanding under the Revolving Credit Facility at June 30, 2025. See Note 8 for additional information regarding the Company’s Revolving Credit Facility. 17

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AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Commodity Derivatives

The Company may use a combination of commodity derivatives (e.g., floating-for-fixed swaps, put options and costless collars) to manage exposure to commodity price volatility. The Company recognizes all derivative instruments at fair value.

The Company enters into natural gas derivative contracts that are indexed to NYMEX-Henry Hub. The Company also enters into oil derivative contracts indexed to NYMEX-WTI.

At June 30, 2025, the Company had the following open commodity positions:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Remaining		​	​	​	​	​	​	​	​
​	​	2025		​	2026		​	2027		****	2028
Natural Gas Derivative Contracts:	​	​		​	​	​	​	​	​		​
Fixed price swap contracts:	​	​		​	​	​	​	​	​		​
Average monthly volume (MMBtu)	​	​	560,000	​	​	515,000	​	​	197,500		​	20,000
Weighted-average fixed price	​	$	3.75	​	$	3.80	​	$	3.96	​	$	3.86
​	​	​	​	​	​	​	​	​	​	​	​	​
Collar contracts:	​		​	​		​	​		​	​		​
Two-way collars	​		​	​		​	​		​	​		​
Average monthly volume (MMBtu)	​		500,000	​		517,500	​		640,000	​		67,500
Weighted-average floor price	​	$	3.50	​	$	3.58	​	$	3.54	​	$	3.50
Weighted-average ceiling price	​	$	3.90	​	$	4.11	​	$	4.31	​	$	4.52
​	​	​	​	​	​	​	​	​	​	​	​	​
Crude Oil Derivative Contracts:	​		​	​		​	​		​	​		​
Fixed price swap contracts:	​		​	​		​	​		​	​		​
Average monthly volume (Bbls)	​		170,000	​		146,500	​		45,667	​		—
Weighted-average fixed price	​	$	70.32	​	$	65.77	​	$	62.57	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​
Collar contracts:	​			​			​			​
Two-way collars	​	​	​	​	​	​	​	​	​	​	​	​
Average monthly volume (Bbls)	​	​	17,000	​	​	—	​	​	—	​	​	—
Weighted-average floor price	​	$	70.00	​	$	—	​	$	—	​	$	—
Weighted-average ceiling price	​	$	80.20	​	$	—	​	$	—	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​

​ 18

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AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Balance Sheet Presentation

The following table summarizes both: (i) the gross fair value of derivative instruments by the appropriate balance sheet classification even when the derivative instruments are subject to netting arrangements and qualify for net presentation in the balance sheet and (ii) the net recorded fair value as reflected on the balance sheet at June 30, 2025 and December 31, 2024. There was no cash collateral received or pledged associated with the Company’s derivative instruments since most of its counterparties, or certain of its affiliates, to its derivative contracts are lenders under its Revolving Credit Facility.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	​	****	Asset		****	Liability		****	Asset		****	Liability
​	​	​	​	Derivatives		​	Derivatives		​	Derivatives		​	Derivatives
​	​	​	​	June 30,		​	June 30,		​	December 31,		​	December 31,
Type	****	Balance Sheet Location	****	2025		****	2025		****	2024		****	2024
​	​	​	​	(In thousands)
Commodity contracts		Short-term derivative instruments	​	$	15,397	​	$	5,488	​	$	9,499	​	$	3,114
Interest rate swaps		Short-term derivative instruments	​		—	​		—	​		—	​		—
Gross fair value		​	​		15,397	​		5,488	​		9,499	​		3,114
Netting arrangements		​	​		(5,488)	​		(5,488)	​		(3,114)	​		(3,114)
Net recorded fair value		Short-term derivative instruments	​	$	9,909	​	$	—	​	$	6,385	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Commodity contracts		Long-term derivative instruments	​	$	9,297	​	$	10,027	​	$	4,818	​	$	4,585
Interest rate swaps		Long-term derivative instruments	​		—	​		—	​		—	​		—
Gross fair value		​	​		9,297	​		10,027	​		4,818	​		4,585
Netting arrangements		​	​		(9,297)	​		(9,297)	​		(4,585)	​		(4,585)
Net recorded fair value		Long-term derivative instruments	​	$	—	​	$	730	​	$	233	​	$	—

​

Loss (Gain) on Derivative Instruments

The Company does not designate derivative instruments as hedging instruments for accounting and financial reporting purposes. Accordingly, all gains and losses, including changes in the derivative instruments’ fair values, have been recorded in the accompanying Unaudited Condensed Consolidated Statements of Operations. The following table details the gains and losses related to derivative instruments for the periods indicated (in thousands):

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	​	****	For the Three Months Ended					​	For the Six Months Ended
​	​	Statements of	****	June 30,					****	June 30,
​	****	Operations Location	​	2025		****	2024		​	2025		****	2024
Commodity derivative contracts		Loss (gain) on commodity derivatives	​	$	(22,162)	​	$	1,225	​	$	(7,845)	​	$	17,789

​

​

Note 7. Asset Retirement Obligations

The Company’s asset retirement obligations primarily relate to the Company’s portion of future plugging and abandonment costs for wells and related facilities. The following table presents the changes in the asset retirement obligations for the six months ended June 30, 2025 (in thousands):

​

​	​	​	​
Asset retirement obligations at beginning of period	​	$	131,077
Liabilities added from acquisition or drilling	​		7
Liabilities settled	​		(525)
Liabilities removed upon sale of wells	​		(797)
Accretion expense	​		4,393
Revision of estimates	​		19
Asset retirement obligation at end of period	​		134,174
Less: Current portion	​		1,377
Less: Long-term portion - assets held for sale	​	​	1,333
Asset retirement obligations - long-term portion	​	$	131,464

​

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AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 8. Long-Term Debt

The following table presents the Company’s consolidated debt obligations at the dates indicated:

​

​	​	​	​	​	​	​
​	****	June 30,		​	December 31,
​	​	2025		​	2024
​	​	(In thousands)
Revolving Credit Facility ^(1)^	​	$	130,000	​	$	127,000
Total long-term debt	​	$	130,000	​	$	127,000
(1)	The carrying amount of the Company’s Revolving Credit Facility approximates fair value because the interest rates are variable and reflective of market rates.
---	---

Amended and Restated Credit Agreement

On July 31, 2023, OLLC and Amplify Acquisitionco LLC (“Acquisitionco”), as the direct parent of OLLC and wholly owned subsidiary of the Company, entered into the Amended and Restated Credit Agreement, providing for a senior secured reserve-based revolving credit facility. The Revolving Credit Facility is guaranteed by the Company and all of its material subsidiaries and secured by substantially all of its assets. The Revolving Credit Facility matures on July 31, 2027. KeyBank National Association is the administrative agent.

The aggregate principal amount of loans outstanding under the Revolving Credit Facility as of June 30, 2025, was $130.0 million. As of June 30, 2025, the borrowing base under the facility was $145.0 million with elected commitments of $145.0 million. The Revolving Credit Facility borrowing base is subject to redetermination on at least a semi-annual basis, primarily based on a reserve engineering report.

Certain key terms and conditions under the Revolving Credit Facility include (but are not limited to):

●	A maturity date of July 31, 2027;
●	The loans shall bear interest at a rate per annum equal to (i) adjusted SOFR or (ii) an adjusted base rate, plus an applicable margin based on a utilization ratio of the lesser of the borrowing base and the aggregate commitments. The applicable margin ranges from 2.00% to 3.00% for adjusted base rate borrowings, and 3.00% to 4.00% for adjusted SOFR borrowings;
---	---
●	The unused commitments under the Revolving Credit Facility will accrue a commitment fee of 0.50%, payable quarterly in arrears;
---	---
●	Certain financial covenants, including the maintenance of (i) a net debt leverage ratio not to exceed 3.00 to 1.00, determined as of the last day of each fiscal quarter for the four fiscal-quarter period then ending and (ii) a current ratio of not less than 1.00 to 1.00, determined as of the last day of each fiscal quarter;
---	---
●	Certain events of default, including, without limitation: non-payment; breaches of representations and warranties; non-compliance with covenants or other agreements; cross-default to material indebtedness; judgments; change of control; and voluntary and involuntary bankruptcy; and
---	---
●	Initial minimum hedging requirements covering 75% of the reasonably projected monthly production of hydrocarbons from proved developed producing reserves for the 24-month period following the effective date of the Revolving Credit Facility (the “First Period”) and (ii) 50% for the 12-month period immediately following the First Period.
---	---

20

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AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On May 29, 2025, the Company completed the spring redetermination which affirmed the borrowing base at $145.0 million. The next regularly schedule borrowing base redetermination is expected to occur in the fourth quarter of 2025.

As noted above, the Company is required to maintain a minimum current ratio of 1.00 to 1.00, which is measured on the last day of each quarter. On June 30, 2025, the Company’s current ratio was 0.90 to 1.00. On July 31, 2025, the Company received a letter agreement from its lenders waiving any default or event of default as a result of such noncompliance related to the minimum current ratio requirement for the quarter ended June 30, 2025. As a result, the Company was in compliance with all financial covenants as of June 30, 2025.

Subsequent Event. On July 2, 2025, subsequent to the Asset Sale, the Company’s borrowing base was reduced to $135.0 million.

Weighted-Average Interest Rates

The following table presents the weighted-average interest rates paid, excluding commitment fees, on the Company’s consolidated variable-rate debt obligations for the periods presented:

​

​	​	​	​	​	​	​	​	​	​
​	​	For the Three Months Ended			​	For the Six Months Ended			​
​	​	June 30,			​	June 30,			​
​	​	2025	​	2024	​	2025	​	2024	​
Revolving Credit Facility	​	8.40	%	9.35	%	8.43	%	9.37	%

​

Letters of Credit

At June 30, 2025, the Company had no letters of credit outstanding.

Unamortized Deferred Financing Costs

Unamortized deferred financing costs associated with the Company’s Revolving Credit Facility were $2.6 million at June 30, 2025.

Note 9. Equity

Common Stock

The Company’s authorized capital stock includes 250,000,000 shares of Common Stock. The following is a summary of the changes in the Company’s Common Stock issued for the six months ended June 30, 2025:

​

​	​	​
​	****	Common Stock
Balance, December 31, 2024		39,795,138
Issuance of Common Stock		—
Restricted stock units vested		917,521
Shares withheld for taxes ^(1)^	​	(316,494)
Balance, June 30, 2025		40,396,165
(1)	Represents the net settlement on vesting of restricted stock to satisfy tax withholding requirements.
---	---

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AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 10. Earnings (Loss) per Share

The following sets forth the calculation of earnings (loss) per share, or EPS, for the periods indicated (in thousands, except per share amounts):

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	For the Three Months Ended					​	For the Six Months Ended
​	​	June 30,					​	June 30,
​	​	2025		​	2024		​	2025		​	2024
Net income (loss)	​	$	6,384	​	$	7,119	​	$	523	​	$	(2,277)
Less: Net income allocated to participating securities	​		345	​		346	​		27	​		—
Basic and diluted earnings available to common stockholders	​	$	6,039	​	$	6,773	​	$	496	​	$	(2,277)
​	​	​	​	​	​	​	​	​	​	​	​	​
Common shares:	​			​			​			​
Common shares outstanding — basic	​		40,349	​		39,629	​		40,269	​		39,519
Dilutive effect of potential common shares	​		—	​		—	​		—	​		—
Common shares outstanding — diluted	​		40,349	​		39,629	​		40,269	​		39,519
​	​	​	​	​	​	​	​	​	​	​	​	​
Net earnings (loss) per share:	​			​			​			​
Basic	​	$	0.15	​	$	0.17	​	$	0.01	​	$	(0.06)
Diluted	​	$	0.15	​	$	0.17	​	$	0.01	​	$	(0.06)

​

​

Note 11. Long-Term Incentive Plans

On May 15, 2024, the Company’s shareholders approved the Amplify Energy Corp. 2024 Equity Incentive Plan (the “2024 EIP”), which had previously been approved by the board of directors of the Company. No further awards will be granted under the prior Legacy Equity Incentive Plan (“EIP,” and together with the 2024 EIP, the “EIP Plans”).

The 2024 EIP provides for awards that can be granted in the form of nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance awards, stock awards and other incentive awards. To the extent that an award, other than stock options or stock appreciation rights, under the 2024 EIP has expired or been forfeited or canceled for any reason without having been exercised in full, the unexercised award would then be available again for future grants under the 2024 EIP. The 2024 EIP is administered by the board of directors of the Company.

Restricted Stock Units

Restricted Stock Units with Service Vesting Condition

Restricted stock units with service vesting conditions (“TSUs”) are accounted for as either equity-classified awards or liability-classified awards. The Company considered its intent and ability to settle awards in cash or shares of stock in determining whether to classify the awards as equity or liability awards. Compensation costs for equity-classified awards are recorded as general and administrative expense. The fair value of liability-classified awards is determined on a quarterly basis beginning at the grant date until final vesting. Changes in the fair value of liability-classified awards are recorded to general administrative expense and are remeasured at fair value each reporting period.

As of June 30, 2025, TSU grants are accounted for as equity-classified awards. The grant-date fair value is recognized as compensation cost on a straight-line basis over the requisite service period and forfeitures are accounted for as they occur. The unrecognized cost associated with the TSUs was $7.2 million at June 30, 2025. The Company expects to recognize the unrecognized compensation cost for these awards over a weighted average period of approximately 2.0 years. 22

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AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes information regarding the TSUs activity for the period presented:

​

​	​	​	​	​	​
​	****	​		Weighted-
​	​	​	​	Average Grant-
​	​	Number of	​	Date Fair Value
​	​	Units	​	per Unit (1)
TSUs outstanding at December 31, 2024		1,379,356	​	$	6.43
Granted ^(2)^		817,666	​	$	5.34
Forfeited		(2,533)	​	$	5.34
Vested		(669,581)	​	$	5.99
TSUs outstanding at June 30, 2025		1,524,908	​	$	6.04
(1)	Determined by dividing the aggregate grant-date fair value of awards by the number of awards issued.
---	---
(2)	The aggregate grant-date fair value of TSUs issued for the six months ended June 30, 2025 was $4.4 million based on a grant-date market price of $5.34 per share.
---	---

Restricted Stock Units with Market and Service Vesting Conditions

Restricted stock units with market and service vesting conditions (“PSUs”) are accounted for as either equity-classified or liability-classified awards. The grant-date fair value is recognized as compensation cost on a graded-vesting basis. The fair value of the awards is estimated on their grant dates using a Monte Carlo simulation. The Company recognizes compensation cost over the requisite service or performance period. The Company accounts for forfeitures as they occur. Vesting of PSUs can range from 0% to 200% of the target awards granted based on the Company’s relative total shareholder return as compared to the total shareholder return of the Company’s performance peer group over the applicable performance period.

The 2023, 2024 and 2025 PSU awards are accounted for as equity-classified awards and were issued with a three-year vesting period beginning on the grant date and ending on the third anniversary of the grant date. The three-year performance period for the 2023 awards is January 1, 2023 through December 31, 2025. The three-year performance period for the 2024 awards is January 1, 2024 through December 31, 2026. The three-year performance period for the 2025 awards is January 1, 2025 through December 31, 2027.

Compensation costs related to PSU awards are recorded as general and administrative expense. The unrecognized cost associated with PSU awards was $4.2 million at June 30, 2025. The Company expects to recognize the unrecognized compensation cost for PSU awards over a weighted-average period of approximately 2.0 years.

The below table reflects the ranges for the assumptions used in the Monte Carlo model for the 2025 PSUs:

​

​	​	​	​
​	​	February 2025	​
Expected volatility	​	58.6	%
Dividend yield	​	0.00	%
Risk-free interest rate	​	4.22	%

​ 23

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AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes information regarding the PSU activity for the period presented:

​

​	​	​	​	​	​
​	****	​		Weighted-
​	​	​	​	Average Grant-
​	​	Number of	​	Date Fair Value
​	​	Units	​	per Unit (1)
PRSUs outstanding at December 31, 2024		608,500	​	$	9.58
Granted ^(2)^		495,783	​	$	6.84
Forfeited		—	​	$	—
Vested		(247,940)	​	$	6.20
PRSUs outstanding at June 30, 2025		856,343	​	$	8.97
(1)	Determined by dividing the aggregate grant-date fair value of awards by the number of awards issued.
---	---
(2)	The aggregate grant-date fair value of PSUs issued for the six months ended June 30, 2025 was $3.4 million based on a calculated fair value price ranging from $6.20 to $7.05 per share.
---	---

Compensation Expense

The following table summarizes the amount of recognized compensation expense associated with the EIP Plans, which are reflected in the accompanying Unaudited Condensed Consolidated Statements of Operations for the periods presented (in thousands):

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	For the Three Months Ended					****	For the Six Months Ended
​	​	June 30,					​	June 30,
​	​	2025		​	2024		​	2025		​	2024
Share-based compensation costs	​		​	​		​	​		​	​		​
TSUs	​	$	1,335	​	$	1,272	​	$	2,623	​	$	2,363
PRSUs	​		656	​		495	​		1,257	​		935
​	​	$	1,991	​	$	1,767	​	$	3,880	​	$	3,298

​

​

Note 12. Leases

The Company has leases for office space, warehouse space and equipment in its corporate office and operating regions as well as vehicles, compressors and surface rentals related to its business operations. In addition, the Company has right-of-way leases to operate the San Pedro Bay Pipeline. Most of the Company’s leases, other than its corporate office lease, have an initial term and may be extended on a month-to-month basis after expiration of the initial term. Most of the Company’s leases can be terminated with 30-day prior written notice. The majority of its month-to-month leases are not included as a lease liability in its balance sheet because continuation of the lease is not reasonably certain. Additionally, the Company elected the short-term practical expedient to exclude leases with a term of twelve months or less. For the quarter ended June 30, 2025, all of the Company’s leases qualified as operating leases, and it did not have any existing or new leases qualifying as financing leases or variable leases.

The Company’s corporate office lease does not provide an implicit rate. To determine the present value of the lease payments, the Company uses an incremental borrowing rate based on the information available at the inception date. To determine the incremental borrowing rate, the Company applies a portfolio approach based on the applicable lease terms and the current economic environment. The Company uses a reasonable market interest rate for its office equipment and vehicle leases.

For the six months ended June 30, 2025 and 2024, the Company recognized approximately $1.1 million and $1.0 million, respectively, of costs relating to the operating leases in the Unaudited Condensed Consolidated Statements of Operations. 24

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AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Supplemental cash flow information related to the Company’s lease liabilities is included in the table below:

​

​	​	​	​	​	​	​
​	​	For the Six Months Ended
​	​	June 30,
​	​	2025		**** ​	2024
​	​	(In thousands)
Non-cash amounts included in the measurement of lease liabilities:	​		​	​		​
Operating cash flows from operating leases		$	404	​	$	744

​

The following table presents the Company’s right-of-use assets and lease liabilities for the period presented:

​

​	​	​	​	​	​	​
​	****	June 30,		​	December 31,
​	​	2025		​	2024
​	​	(In thousands)
Right-of-use asset	​	$	4,136	​	$	4,540
​	​	​	​	​	​	​
Lease liabilities:		​			​
Current lease liability		​	1,716		​	1,784
Long-term lease liability		​	3,268		​	3,683
Total lease liability	​	$	4,984	​	$	5,467

​

The following table reflects the Company’s maturity analysis of the minimum lease payment obligations under non-cancelable operating leases with a remaining term in excess of one year (in thousands):

​

​	​	​	​	​	​	​	​	​	​
​	​	​	Office and	​	Leased vehicles		​	​	​
​	​	​	warehouse	​	and office		​	​	​
​	****	leases		****	equipment		****	Total
2025	​	$	722	​	$	373	​	$	1,095
2026	​	​	1,218	​	​	423	​	​	1,641
2027	​	​	843	​	​	329	​	​	1,172
2028	​	​	724	​	​	7	​	​	731
2029 and thereafter		​	1,087		​	—		​	1,087
Total lease payments		​	4,594		​	1,132		​	5,726
Less: interest		​	646		​	96		​	742
Present value of lease liabilities	​	$	3,948	​	$	1,036	​	$	4,984

​

The weighted average remaining lease terms and discount rate for all of the Company’s operating leases for the period presented:

​

​	​	​	​	​	​
​	****	June 30,
​	​	2025	​	2024	****
Weighted average remaining lease term (years):	​		​
Office and warehouse space		3.29		4.08	​
Vehicles		0.41		0.19	​
Office equipment		—		0.01	​
Weighted average discount rate:		​		​	​
Office and warehouse space		5.34	%	5.44	%
Vehicles		1.66	%	1.09	%
Office equipment		—	%	0.05	%

​

​ 25

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AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 13. Supplemental Disclosures to the Unaudited Condensed Consolidated Balance Sheets and Unaudited Condensed Consolidated Statements of Cash Flows

Accrued Liabilities

Current accrued liabilities consisted of the following at the dates indicated (in thousands):

​

​	​	​	​	​	​	​
​	****	June 30,		​	December 31,
​	​	2025		​	2024
Accrued lease operating expense	​	$	11,187	​	$	13,845
Accrued capital expenditures	​	​	11,483	​	​	5,191
Accrued general and administrative expense	​		4,941	​		6,281
Accrued production and ad valorem tax	​		2,910	​		2,827
Accrued commitment fee and other expense	​		2,305	​		2,395
Operating lease liability	​	​	1,716	​	​	1,784
Asset retirement obligations	​		1,377	​		1,377
Accrued interest payable	​	​	376	​	​	292
Accrued liability - pipeline incident	​	​	1,100	​	​	5,534
Accrued current income tax payable	​	​	482	​	​	116
Other	​		3,338	​		3,771
Accrued liabilities	​	$	41,215	​	$	43,413

​

Accounts Receivable

Accounts receivable consisted of the following at the dates indicated (in thousands):

​	​	​	​	​	​	​	​
​	****	June 30,		​	​	December 31,
​	​	2025		​	​	2024
Oil and natural gas receivables	​	$	28,757	​	​	$	28,505
Insurance receivable - pipeline incident	​	​	396	​	​	​	4,722
Joint interest owners and other	​	​	7,320	​	​	​	8,214
Total accounts receivable	​		36,473	​	​		41,441
Less: allowance for doubtful accounts	​		(1,781)	​	​		(1,728)
Total accounts receivable, net	​	$	34,692	​	​	$	39,713

​

Supplemental Cash Flows

Supplemental cash flows for the periods presented (in thousands):

​

​	​	​	​	​	​	​
​	****	For the Six Months Ended
​	​	June 30,
​	​	2025		​	2024
Supplemental cash flows:	​	​		​	​
Cash paid for interest, net of amounts capitalized	​	$	4,669	​	$	6,437
Cash paid for taxes			130		​	1,040
​	​	​	​	​	​	​
Noncash investing and financing activities:			​		​	​
Increase (decrease) in capital expenditures in payables and accrued liabilities			6,292		​	(1,561)

​

​ 26

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AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 14. Related Party Transactions

Related Party Agreements

There have been no transactions between the Company and any related person in which the related person had a direct or indirect material interest for the three and six months ended June 30, 2025 and 2024.

Note 15. Segment Reporting

The Company’s operations are all related to the exploration, development and production of oil and natural gas in the United States, from which the Company derives all of its revenues. The Company manages its business as a single reportable segment, as its operations are focused on assets with similar economic characteristics, production processes, types of purchasers, regulatory environment and customers which are consistent across the Company. Therefore, the Company aggregates its operating regions into one reportable segment.

The CODM uses consolidated net income to assess financial performance, allocating capital and other resources. The CODM uses consolidated net income in the annual budgeting and monthly forecasting process. Additionally, the CODM is regularly provided information on lease operating expense, gathering, processing and transportation and taxes other than income. Other segment items primarily consist of DD&A, accretion expense, general and administrative expense, pipeline incident loss, loss (gain) on commodity derivative, interest expense and income tax expense (benefit). Our significant segment expenses and other segment items are derived from and can be found within the Unaudited Consolidated Statement of Operations.

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	For the Three Months Ended					​	For the Six Months Ended
​	​	June 30,					​	June 30,
​	​	2025		****	2024		​	2025		****	2024
​	​	(In thousands)
Revenue	​	$	68,361	​	$	79,503	​	$	140,411	​	$	155,802
Less:	​	​	​	​	​	​	​	​	​	​	​	​
Lease operating expense	​	​	38,622	​	​	36,311	​	​	76,039	​	​	74,595
Gathering, processing and transportation	​	​	4,723	​	​	4,895	​	​	9,009	​	​	9,669
Taxes other than income	​	​	4,299	​	​	4,631	​	​	8,683	​	​	9,542
Other segment items	​	​	14,333	​	​	26,547	​	​	46,157	​	​	64,273
Net income (loss)	​	$	6,384	​	$	7,119	​	$	523	​	$	(2,277)

​

​

Note 16. Commitments and Contingencies

Litigation and Environmental

As part of our normal business activities, we may be named as defendants in litigation and legal proceedings, including those arising from regulatory and environmental matters.

Although the Company is insured against various risks to the extent it believes it is prudent, there is no assurance that the nature and amount of such insurance will be adequate, in every case, to indemnify it against liabilities arising from future legal proceedings. 27

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AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Environmental costs for remediation are accrued based on estimates of known remediation requirements. Such accruals are based on management’s best estimate of the ultimate cost to remediate a site and are adjusted as further information and circumstances develop. Those estimates may change substantially depending on information about the nature and extent of contamination, appropriate remediation technologies and regulatory approvals. Expenditures to mitigate or prevent future environmental contamination are capitalized. Ongoing environmental compliance costs are charged to expense as incurred. In accruing for environmental remediation liabilities, costs of future expenditures for environmental remediation are not discounted to their present value, unless the amount and timing of the expenditures are fixed or reliably determinable. At June 30, 2025 and December 31, 2024, the Company had no environmental reserves recorded in its Unaudited Condensed Consolidated Balance Sheet.

Termination of Contemplated Merger with Juniper Capital

In connection with the Contemplated Mergers, on April 25, 2025, pursuant to Section 8.1(a) of the Merger Agreement, the Company and the Acquired Companies entered into the Termination Agreement to terminate the Merger Agreement, effective immediately. As a result of the Termination Agreement, the Merger Agreement is of no further force and effect.

In accordance with the terms of the Termination Agreement, the Company made a cash payment to the Acquired Companies in lieu of any termination fee which might have otherwise been payable pursuant to the Merger Agreement in the amount of $800,000 as payment for certain of the Acquired Companies’ expenses. The Company and the Acquired Companies also agreed to release each other from certain claims and liabilities arising out of or related to the Merger Agreement or the transactions contemplated therein or thereby. The Company incurred professional fees and expenses of approximately $3.4 million in connection with the Contemplated Mergers and the Termination.

Beta Pipeline Incident

There have been no material changes to the legal proceedings, insurance receivables and costs associated with the incident that occurred at our producing oil property located at Beta (the “Incident”) as described in the Company’s annual financial statements included in its 2024 Form 10-K, except with respect to that disclosed below:

On June 30, 2025, and December 31, 2024, the Company’s insurance receivables were $0.4 million and $4.7 million, respectively. Excluding the costs associated with the resolution of the federal and state matters discussed in the 2024 Form 10-K, for the six months ended June 30, 2025, the Company incurred legal fees, loss load and other non-reimbursable expenses of $0.6 million that are classified as “Pipeline Incident Loss” on the Company’s Unaudited Condensed Consolidated Statements of Operations. For more information, please see the 2024 Form 10-K.

Sinking Fund Trust Agreement

Beta Operating Company, LLC (“Beta LLC”), a wholly owned subsidiary, assumed an obligation with a third party to make payments into a sinking fund in connection with the Company’s properties in federal waters offshore Southern California, the purpose of which is to provide funds adequate to decommission the portion of the San Pedro Bay Pipeline that lies within state waters and the surface facilities. Interest earned in the account stays in the account. The obligation to fund ceases when the aggregate value of the account reaches $4.3 million. As of June 30, 2025, the account balance included in restricted investments was approximately $4.6 million.

Supplemental Bond for Decommissioning Liabilities Trust Agreement

Beta LLC has a decommissioning obligation with BOEM in connection with the Company’s properties in federal waters offshore Southern California. The Company supports its decommissioning obligation with $161.3 million of A-rated surety bonds. 28

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AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In December 2021, the Company entered into two escrow funding agreements with its surety providers to fund interest-bearing escrow accounts on a quarterly basis to reimburse and indemnify the surety providers for any claims arising under the surety bonds related to the decommissioning of our Beta LLC properties. In March 2024, the Company amended one of the escrow funding agreements to decrease the amount funded from $14.8 million per year to $8.0 million per year. There were no changes made to the second escrow agreement. The obligation for these agreements ceases when the total aggregate value of the escrow accounts reaches $172.6 million.

The below table outlines the updated funding commitment for these agreements at June 30, 2025 (in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	Payment Due by Period
Funding commitment	​	Total		****	Remaining 2025		****	2026		****	2027		****	2028		****	2029		****	Thereafter ^(1)^
Federal escrow fund payments	​	$	133,763	​	$	4,000	​	$	8,000	​	$	8,000	​	$	8,000	​	$	8,000	​	$	97,763
State escrow fund payments	​	​	8,652	​	​	517	​	​	1,034	​	​	1,034	​	​	1,034	​	​	1,034	​	​	3,999
Total sinking fund payments	​	$	142,415	​	$	4,517	​	$	9,034	​	$	9,034	​	$	9,034	​	$	9,034	​	$	101,762
(1)	The remaining payments will be made during the years 2030 through 2042.
---	---

As of June 30, 2025, the Company has funded $30.5 million into the escrow accounts which is reflected in “Restricted investments” on the Unaudited Condensed Consolidated Balance Sheet.

Note 17. Income Taxes

The Company’s current income tax benefit (expense) was ($0.5) million for each of the three and six months ended June 30, 2025. The Company’s current income tax benefit (expense) was ($0.6) million and ($2.0) million for the three and six months ended June 30, 2024, respectively.

The Company’s deferred income tax benefit (expense) was ($1.4) million and $0.1 million for the three and six months ended June 30, 2025, respectively. The Company’s deferred income tax benefit (expense) was ($2.1) million and $2.6 million for the three and six months ended June 30, 2024, respectively.

The effective tax rates for the three and six months ended June 30, 2025 were 23.1% and 42.0%, respectively. The effective tax rates for the three and six months ended June 30, 2024 were 27.4% and 21.3%, respectively. The difference between the statutory U.S. federal income tax rate of 21% and the effective tax rate for the three and six months ended June 30, 2025 was primarily from higher discrete realized hedging income tax expense and lower book income in the second quarter of 2025. The difference between the statutory U.S. federal income tax rate of 21% and the effective tax rate for the three and six months ended June 30, 2024 was due to higher income earned in the second quarter of 2024.

On July 4, 2025, the President signed into law the One Big Beautiful Bill Act (“OBBBA”), which introduces significant changes to U.S. federal tax law. Key provisions of the legislation include modifications to the limitation on the deductibility of business interest expense, changes to the treatment of research and development expenditures, full expensing of qualified capital expenditures, and modifications to the international tax framework.

The Company is currently evaluating the impact of the OBBBA on its consolidated financial statements. While the full effects are still being assessed, the Company anticipates a reduction in current income tax expense for the year with no material impact to the effective tax rate. 29

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AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 18. Subsequent Events

Sale of Non-Operated Eagle Ford Assets and Borrowing Base Redetermination

On July 1, 2025, OLLC entered into the Purchase and Sale Agreement with Murphy Exploration & Production Company – USA, a Delaware corporation (“Buyer”), the existing operator of the majority of OLLC’s Assets (as defined in the Purchase and Sale Agreement), pursuant to which OLLC sold to Buyer all of OLLC’s Assets, which include, among other things, OLLC’s right, title and interest in and to certain specified oil and gas Properties, Contracts, Equipment and Production (each, as defined in the Purchase and Sale Agreement) within or related to certain designated lands in Karnes County, Texas, for an aggregate cash purchase price of $23.0 million, subject to certain post-closing adjustments. The Asset Sale closed simultaneously with the execution and delivery of the Purchase and Sale Agreement on July 1, 2025. The Purchase and Sale Agreement became effective as of June 15, 2025.

Additionally, see Note 8 for additional information relating to the reduction in the Company’s borrowing base in connection with the Asset Sale.

​

​

​ 30

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and accompanying notes in “Item 1. Financial Statements” contained herein and in “Item 1A. Risk Factors” of our 2024 Form 10-K. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” in the front of this report.

Overview

We operate in one reportable segment engaged in the acquisition, development, exploitation and production of oil and natural gas properties. Our management evaluates performance based on the reportable business segment as the economic environments are not different within the operation of our oil and natural gas properties. Our business activities are conducted through OLLC, our wholly owned subsidiary, and its wholly owned subsidiaries. Our assets have historically consisted primarily of producing oil and natural gas properties located in Oklahoma, the Rockies (“Bairoil”), federal waters offshore Southern California (“Beta”), East Texas/North Louisiana and the Eagle Ford (non-op). Most of our oil and natural gas properties are located in large, mature oil and natural gas reservoirs.

Industry Trends

We continue to monitor the impact of the actions of OPEC+ and other large producing nations, the Russia-Ukraine conflict, conflicts in the Middle East, the imposition of tariffs or other economic sanctions, global inventories of oil and natural gas and the uncertainty associated with recovering oil demand, inflation and future monetary policy and governmental policies aimed at transitioning towards lower carbon energy. In the first half of 2025, there has been continued volatility in oil, natural gas and NGL prices resulting from (i) trade tariff uncertainties driving concerns over an increase in inflation and (ii) OPEC+’s decision to increase production in May through July 2025, creating additional global supply and further downward pressure on oil prices. In July 2025, OPEC+ announced an additional production increase for August, which is expected to exacerbate these supply-side pressures on oil prices.

While U.S. inflation rates during the first half of 2025 have remained relatively stable, they continued to be slightly higher than historical averages. Such inflation, along with the effects of economic pressures from international military and trade conflicts, could, as a result, continue to raise the cost of borrowing, impact the demand for and price of oil and natural gas, increase the price of crucial supplies and raw materials and impact interest rates. Due to these factors, among others, we expect prices for some or all commodities to remain volatile. Thus, we cannot predict with reasonable certainty the extent to which these factors may impact our business, results of operations, financial condition and cash flows.

Recent Developments

Strategic Initiatives

On July 22, 2025, we announced the engagement of a third-party advisor to explore market interest for the complete divestiture of Amplify’s assets in East Texas and Oklahoma.

Separation of Chief Executive Officer and Director

On July 21, 2025, the Company, and Mr. Martyn Willsher, the Company’s former 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 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 Transition Agreement is filed as Exhibit 10.4 to this Current Report on Form 10-Q. 31

Table of Contents Appointment of Chief Executive Officer and Director

On July 21, 2025, the Board appointed Mr. Daniel Furbee, previously the Company’s Senior Vice President and Chief Operating Officer, to Chief Executive Officer and as a member of the Board, effective as of the Transition Date. In connection with Mr. Furbee’s appointment as Chief Executive Officer, Mr. Furbee and the Company entered into a performance-based restricted stock units award agreement (the “Award Agreement”). The Award Agreement is filed as Exhibit 10.5 to this Current Report on Form 10-Q.

Appointment of President and Chief Financial Officer

On July 21, 2025, the Board appointed Mr. James Frew, previously the Company’s Senior Vice President and Chief Financial Officer, to President and Chief Financial Officer, effective as of the Transition Date.

Sale of Non-Operated Eagle Ford Assets and Borrowing Base Redetermination

On July 1, 2025, OLLC entered into a purchase and sale agreement with Buyer, the existing operator of the majority of OLLC’s Assets, pursuant to which OLLC sold to Buyer all of OLLC’s Assets, which include, among other things, OLLC’s right, title and interest in and to certain specified oil and gas Properties, Contracts, Equipment and Production within or related to certain designated lands in Karnes County, Texas, for an aggregate cash purchase price of $23.0 million, subject to certain post-closing adjustments, as further described in the Purchase and Sale Agreement. The Asset Sale closed simultaneously with the execution and delivery of the Purchase and Sale Agreement on July 1, 2025. The Purchase and Sale Agreement became effective as of June 15, 2025.

On July 2, 2025, subsequent to the Asset Sale, our borrowing base was reduced to $135.0 million.

Business Environment and Operational Focus

We use a variety of financial and operational metrics to assess the performance of our oil and natural gas operations, including: (i) production volumes; (ii) realized prices on the sale of our production; (iii) cash settlements on our commodity derivatives; (iv) lease operating expense; (v) gathering, processing and transportation; (vi) general and administrative expense; and (vii) Adjusted EBITDA (as defined below).

Sources of Revenues

Our revenues are derived from the sale of natural gas and oil production, as well as the sale of NGLs that are extracted from natural gas during processing. Production revenues are derived entirely from the continental United States. Natural gas, NGL and oil prices are inherently volatile and are influenced by many factors outside our control. In order to reduce the impact of fluctuations in natural gas and oil prices on revenues, we intend to periodically enter into derivative contracts that fix the future prices received. At the end of each period, the fair value of these commodity derivative instruments is estimated and because hedge accounting is not elected, the changes in the fair value of unsettled commodity derivative instruments are recognized in earnings at the end of each accounting period.

Critical Accounting Policies and Estimates

Our critical accounting policies and estimates, including a discussion regarding the estimation uncertainty and the impact that our critical accounting estimates have had, or are reasonably likely to have, on our financial condition or results of operations, are described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Form 10-K. Significant estimates include, but are not limited to, oil and natural gas reserves, fair value estimates, revenue recognition and contingencies and insurance accounting. These estimates, in our opinion, are subjective in nature, require the use of professional judgment and involve complex analysis.

When used in the preparation of our consolidated financial statements, such estimates are based on our current knowledge and understanding of the underlying facts and circumstances and may be revised as a result of actions we take in the future. Changes in these estimates will occur as a result of the passage of time and the occurrence of future events. Subsequent changes in these estimates may have a significant impact on our consolidated financial position, results of operations and cash flows. 32

Table of Contents Results of Operations

The results of operations for the three and six months ended June 30, 2025 and 2024 have been derived from our unaudited condensed consolidated financial statements.

The following table summarizes certain of the results of operations for the periods indicated.

​	​	​	​	​	​	​	​	​	​	​	​
​	****	For the Three Months Ended				​	For the Six Months Ended
​	****	June 30,				​	June 30,
​	****	2025	****	2024		​	2025		****	2024
​	****	( In thousands except per unit amounts)
Oil and natural gas sales	​		​	$	72,346	​	$	137,115	​	$	147,668
Other revenues	​	​	​	​	7,157	​	​	3,296	​	​	8,134
Lease operating expense	​		​		36,311	​		76,039	​		74,595
Gathering, processing and transportation	​		​		4,895	​		9,009	​		9,669
Taxes other than income	​		​		4,631	​		8,683	​		9,542
Depreciation, depletion and amortization	​		​		7,827	​		18,259	​		16,066
Impairment expense	​		​		—	​		8,448	​		—
General and administrative expense	​		​		8,358	​		22,012	​		18,158
Loss (gain) on commodity derivative instruments	​		​		1,225	​		(7,845)	​		17,789
Pipeline incident loss	​	​	​		500	​		591	​		1,207
(Gain) loss on sale of properties	​	​	​	​	—	​	​	(7,796)	​		—
Interest expense, net	​		​		3,632	​		7,113	​		7,159
Income tax (expense) benefit - current	​	​	​	​	(557)	​	​	(496)	​		(1,952)
Income tax (expense) benefit - deferred	​		​		(2,135)	​		118	​		2,568
Net income (loss)	​		​		7,119	​		523	​		(2,277)
​	​	​	​	​	​	​	​	​	​	​	​
Oil and natural gas revenues:	​		​			​			​
Oil sales	​		​	$	57,789	​	$	99,686	​	$	115,210
NGL sales	​		​		6,565	​		11,806	​		14,091
Natural gas sales	​		​		7,992	​		25,623	​		18,367
Total oil and natural gas revenues	​		​	$	72,346	​	$	137,115	​	$	147,668
​	​	​	​	​	​	​	​	​	​	​	​
Production volumes:	​		​			​			​
Oil (MBbls)	​		​		756	​		1,565	​		1,542
NGLs (MBbls)	​		​		345	​		548	​		678
Natural gas (MMcf)	​		​		4,453	​		7,407	​		8,788
Total (MBoe)	​		​		1,843	​		3,347	​		3,685
Average net production (MBoe/d)	​		​		20.3	​		18.5	​		20.2
​	​	​	​	​	​	​	​	​	​	​	​
Average realized sales price (excluding commodity derivatives):	​		​			​			​
Oil (per Bbl)	​		​	$	76.51	​	$	63.69	​	$	74.71
NGL (per Bbl)	​		​		18.99	​		21.56	​		20.76
Natural gas (per Mcf)	​		​		1.79	​		3.46	​		2.09
Total (per Boe)	​		​	$	39.25	​	$	40.96	​	$	40.07
​	​	​	​	​	​	​	​	​	​	​	​
Average unit costs per Boe:	​		​			​			​
Lease operating expense	​		​	$	19.70	​	$	22.72	​	$	20.24
Gathering, processing and transportation	​		​		2.66	​		2.69	​		2.62
Taxes other than income	​		​		2.51	​		2.59	​		2.59
General and administrative expense	​		​		4.53	​		6.58	​		4.93
Depletion, depreciation and amortization	​		​		4.25	​		5.46	​		4.36

All values are in US Dollars.

​ 33

Table of Contents For the Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024

We reported net income of $6.4 million compared to net income of $7.1 million for the three months ended June 30, 2025 and 2024, respectively.

Oil, natural gas and NGL revenues were $66.8 million and $72.3 million for the three months ended June 30, 2025 and 2024, respectively. Average net production volumes were approximately 19.1 MBoe/d and 20.3 MBoe/d for the three months ended June 30, 2025 and 2024, respectively. The average realized sales prices were $38.38 per Boe and $39.25 per Boe for the three months ended June 30, 2025 and 2024, respectively. The change in realized sales price was due to lower realized sales prices for oil, partially offset by higher realized sales prices for natural gas.

Other revenues were $1.6 million and $7.2 million for the three months ended June 30, 2025 and 2024, respectively. The decrease primarily related to the revenue suspense release of $4.8 million for the three months ended June 30, 2024.

Lease operating expenses were $38.6 million and $36.3 million for the three months ended June 30, 2025 and 2024, respectively. On a per Boe basis, lease operating expenses were $22.20 and $19.70 for the three months ended June 30, 2025 and 2024, respectively. The change in lease operating expense is primarily due to increased electricity costs for Bairoil.

Gathering, processing and transportation expenses were $4.7 million and $4.9 million for the three months ended June 30, 2025 and 2024, respectively. On a per Boe basis, gathering, processing and transportation expenses were $2.71 and $2.66 for the three months ended June 30, 2025 and 2024, respectively. The change in gathering processing and transportation expenses was primarily due to lower gas volumes.

Taxes other than income were $4.3 million and $4.6 million for the three months ended June 30, 2025 and 2024, respectively. On a per Boe basis, taxes other than income were $2.47 and $2.51 for the three months ended June 30, 2025 and 2024, respectively. The decrease was primarily related to a reduction in production taxes based on lower volumes partially offset by an increase in emission charges and ad valorem taxes.

DD&A expenses were $9.8 million and $7.8 million for the three months ended June 30, 2025 and 2024, respectively. The change was primarily driven by increased production at Beta and Eagle Ford.

Impairment expense was $8.4 million for the three months ended June 30, 2025. The Company recognized an impairment expense to reduce the net book value of our non-operated Eagle Ford assets to fair value less costs to sell. See Note 4 and Note 18 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report for additional information. No impairment expense was recorded for the three months ended June 30, 2024.

General and administrative expenses were $11.2 million and $8.4 million for the three months ended June 30, 2025 and 2024, respectively. The change in general and administrative expenses was primarily related to an increase of $2.3 million in acquisition and divestiture costs incurred during the second quarter and an increase of $0.2 million in stock compensation expense.

Net loss (gain) on commodity derivative instruments of ($22.2) million were recognized for the three months ended June 30, 2025, consisting of a $17.4 million increase in the fair value of open positions and $4.8 million of cash settlements received on expired positions. Net loss on commodity derivative instruments of $1.2 million was recognized for the three months ended June 30, 2024, consisting of a $4.9 million decrease in the fair value of open positions, partially offset by $3.7 million of cash settlements received on expired positions.

Pipeline incident loss was $0.2 million and $0.5 million for the three months ended June 30, 2025 and 2024, respectively. The costs reflect certain expenses not expected to be recovered under an insurance policy. See Note 16 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report for additional information.

(Gain) loss on sale of properties was ($1.5) million for the six months ended June 30, 2025. This primarily related to the sale of certain units with rights in the Haynesville basin in Panola and Shelby Counties, Texas. See Note 4 of the Notes to Unaudited Condensed Consolidated Financial Statements under “Item 1. Financial Statements” of this quarterly report for additional information. There was no (gain) loss on sale of properties for the three months ended June 30, 2024.

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Interest expense, net was $3.6 million for both the three months ended June 30, 2025 and 2024, respectively.

Average outstanding borrowings under our Revolving Credit Facility were $130.5 million and $121.8 million for the three months ended June 30, 2025 and 2024, respectively.

Current income tax benefit (expense) was ($0.5) million and ($0.6) million for the three months ended June 30, 2025 and 2024, respectively. See additional information discussed in Note 17 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report.

Deferred income tax benefit (expense) was ($1.4) million and ($2.1) million for the three months ended June 30, 2025 and 2024, respectively. See additional information discussed in Note 17 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report.

For the Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

We reported net income of $0.5 million compared to a net loss of $2.3 million for the six months ended June 30, 2025 and 2024, respectively.

Oil, natural gas and NGL revenues were $137.1 million and $147.7 million for the six months ended June 30, 2025 and 2024, respectively. Average net production volumes were approximately 18.5 MBoe/d and 20.2 MBoe/d for the six months ended June 30, 2025 and 2024, respectively. The average realized sales prices were $40.96 per Boe and $40.07 per Boe for the six months ended June 30, 2025 and 2024, respectively. The change in realized sales prices was due to higher natural gas and NGL prices, partially offset by lower realized sales prices for oil. In addition, oil production had a higher percentage of total production in the first half of 2025 when compared to the first half of 2024.

Other revenues were $3.3 million and $8.1 million for the six months ended June 30, 2025 and 2024, respectively. The decrease primarily related to the revenue suspense release of $4.8 million for the six months ended June 30, 2024.

Lease operating expenses were $76.0 million and $74.6 million for the six months ended June 30, 2025 and 2024, respectively. On a per Boe basis, lease operating expenses were $22.72 and $20.24 for the six months ended June 30, 2025 and 2024, respectively. The change in lease operating expense on a per Boe basis was primarily due to increased electricity costs for Bairoil.

Gathering, processing and transportation expenses were $9.0 million and $9.7 million for the six months ended June 30, 2025 and 2024, respectively. On a per Boe basis, gathering, processing and transportation expenses were $2.69 and $2.62 for the six months ended June 30, 2025 and 2024, respectively. The change in gathering, processing and transportation expense was primarily due to lower gas volumes.

Taxes other than income were $8.7 million and $9.5 million for the six months ended June 30, 2025 and 2024, respectively. On a per Boe basis, taxes other than income were $2.59 for each of the six months ended June 30, 2025 and 2024. The decrease was primarily related to a reduction in production taxes due to lower volumes partially offset by an increase in emissions charges and ad valorem tax.

DD&A expenses were $18.3 million and $16.1 million for the six months ended June 30, 2025 and 2024, respectively. The change is primarily due to an increase in our DD&A rate.

Impairment expense was $8.4 million for the six months ended June 30, 2025. The Company recognized an impairment expense to reduce the net book value of our non-operated Eagle Ford assets to fair value less costs to sell. See Note 4 and Note 18 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report for additional information. No impairment expense was recorded for the six months ended June 30, 2024.

35

Table of Contents

General and administrative expenses were $22.0 million and $18.2 million for the six months ended June 30, 2025 and 2024, respectively. The change in general and administrative expenses was primarily related to (i) an increase of $4.0 million in acquisition and divestiture costs and (ii) an increase of $0.6 million in stock compensation expense, partially offset by (i) a decrease of $0.5 million in office lease expense related to the early termination of our Oklahoma office lease in 2024 and (ii) a decrease of $0.3 million for salaries and other payroll benefits.

Net loss (gain) on commodity derivative instruments of ($7.8) million was recognized for the six months ended June 30, 2025, consisting of a $2.6 million increase in the fair value of open positions and $5.3 million of cash settlements received on expired positions. A net loss on commodity derivative instruments of $17.8 million was recognized for the six months ended June 30, 2024, consisting of a $25.8 million decrease in the fair value of open positions, partially offset by $8.0 million of cash settlements received on expired positions.

Pipeline incident loss was $0.6 million and $1.2 million for the six months ended June 30, 2025 and 2024, respectively. The costs reflect certain expenses not expected to be recovered under an insurance policy. See Note 16 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report for additional information.

(Gain) loss on sale of properties was ($7.8) million for the six months ended June 30, 2025. This primarily related to the sale of certain units with rights in the Haynesville basin in Harrison County, Texas. See Note 4 of the Notes to Unaudited Condensed Consolidated Financial Statements under “Item 1. Financial Statements” of this quarterly report for additional information. There was no (gain) loss on sale of properties for the six months ended June 30, 2024.

Interest expense, net was $7.1 million and $7.2 million for the six months ended June 30, 2025 and 2024, respectively.

Average outstanding borrowings under our Revolving Credit Facility were $128.9 million and $118.5 million for the six months ended June 30, 2025 and 2024, respectively.

Current income tax benefit (expense) was ($0.5) million and ($2.0) million for the six months ended June 30, 2025 and 2024, respectively. See additional information discussed in Note 17 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report.

Deferred income tax benefit (expense) was $0.1 million and $2.6 million for the six months ended June 30, 2025 and 2024, respectively. See additional information discussed in Note 17 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report.

Non-GAAP Financial Measures

We include in this report the non-GAAP financial measure of Adjusted Net Income (Loss) and Adjusted EBITDA and provide our reconciliation of net income (loss) to Adjusted Net Income (Loss), Adjusted EBITDA to net income (loss), and net cash flows from operating activities, our most directly comparable financial measures calculated and presented in accordance with GAAP.

Adjusted Net Income (Loss)

We define Adjusted Net Income (Loss) as net income (loss) adjusted for unrealized loss (gain) on commodity derivative instruments, acquisition and divestiture-related expenses, impairment expense, unusual and infrequent items, and the income tax expense or benefit of these adjustments using our federal statutory tax rate. This measure is not meant to disassociate these items from management’s performance but rather is intended to provide helpful information to investors interested in comparing our performance between periods. Adjusted Net Income (Loss) is not considered to be an alternative to net income (loss) reported in accordance with GAAP. 36

Table of Contents The following tables present our reconciliation of the Company’s net income (loss) to Adjusted Net Income (Loss), our most directly comparable GAAP financial measures, for each of the periods indicated.

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	For the Three Months Ended					​	For the Six Months Ended
​	****	June 30,					​	June 30,
​	****	2025		****	2024		​	2025		****	2024
​	****	(In thousands)
Net (loss) income	​	$	6,384	​	$	7,119	​	$	523	​	$	(2,277)
Unrealized loss (gain) on commodity derivative instruments	​		(17,381)	​	​	4,905	​	​	(2,561)	​	​	25,772
Acquisition and divestiture-related expenses	​	​	2,346	​	​	9	​	​	3,975	​	​	23
Impairment expense	​	​	8,448	​	​	—	​	​	8,448	​	​	—
Non-recurring costs:	​	​	​	​	​	​	​	​	​	​	​	​
Income tax expense (benefit) - deferred	​	​	1,420	​	​	2,135	​	​	(118)	​	​	(2,568)
(Gain) loss on sale of properties	​	​	(1,545)	​	​	—	​	​	(7,796)	​	​	—
Tax effect of adjustments ^(1)^	​	​	(1,942)	​	​	(2)	​	​	(972)	​	​	(5)
Adjusted net income (loss)	​	$	(2,270)	​	$	14,166	​	$	1,499	​	$	20,945
(1)	The federal statutory rates were utilized for all periods presented.
---	---

Adjusted EBITDA

Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. Adjusted EBITDA is not a measure of net income or cash flows as determined by GAAP. We define Adjusted EBITDA as net income (loss):

Plus:

●	Interest expense;
●	Income tax expense;
---	---
●	DD&A;
---	---
●	Impairment of goodwill and long-lived assets (including oil and natural gas properties);
---	---
●	Accretion of AROs;
---	---
●	Loss on commodity derivative instruments;
---	---
●	Cash settlements received on expired commodity derivative instruments;
---	---
●	Amortization of gain associated with terminated commodity derivatives;
---	---
●	Losses on sale of assets;
---	---
●	Share-based compensation expenses;
---	---
●	Exploration costs;
---	---
●	Acquisition and divestiture related expenses;
---	---
●	Reorganization items, net;
---	---

37

Table of Contents

●	Severance payments; and
●	Other non-routine items that we deem appropriate.
---	---

Less:

●	Interest income;
●	Income tax benefit;
---	---
●	Gain on commodity derivative instruments;
---	---
●	Cash settlements paid on expired commodity derivative instruments;
---	---
●	Gains on sale of assets and other, net; and
---	---
●	Other non-routine items that we deem appropriate.
---	---

We believe Adjusted EBITDA is useful because it allows us to more effectively evaluate our operating performance and compare the results of our operations from period to period without regard to our financing methods or capital structure.

Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income (loss) or cash flows from operating activities as determined in accordance with GAAP or as an indicator of our operating performance or liquidity. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA. Our computations of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. We believe that Adjusted EBITDA is a widely followed measure of operating performance and may also be used by investors to measure our ability to meet debt service requirements.

In addition, we use Adjusted EBITDA as an additional measure to evaluate actual cash flow available to develop existing reserves or acquire additional oil and natural gas properties.

The following tables present our reconciliation of the Company’s net income (loss) to Adjusted EBITDA and cash flows from operating activities to Adjusted EBITDA, our most directly comparable GAAP financial measures, for each of the periods indicated. 38

Table of Contents Reconciliation of Net Income (Loss) to Adjusted EBITDA

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	For the Three Months Ended					****	For the Six Months Ended
​	****	June 30,					****	June 30,
​	****	2025		****	2024		****	2025		****	2024
​	****	(In thousands)
Net income (loss)	​	$	6,384	​	$	7,119	​	$	523	​	$	(2,277)
Interest expense, net	​		3,594	​		3,632	​		7,113	​		7,159
Income tax expense (benefit) - current	​	​	495	​		557	​	​	496	​		1,952
Income tax expense (benefit) - deferred	​		1,420	​		2,135	​		(118)	​		(2,568)
Impairment expense	​		8,448	​		—	​		8,448	​		—
DD&A	​		9,765	​		7,827	​		18,259	​		16,066
Accretion of AROs	​		2,210	​		2,096	​		4,393	​		4,157
Loss (gain) on commodity derivative instruments	​		(22,162)	​		1,225	​		(7,845)	​		17,789
Cash settlements (paid) received on expired commodity derivative instruments	​		4,781	​	​	3,680	​		5,284	​		7,983
(Gain) loss on sale of properties	​	​	(1,545)	​		—	​		(7,796)	​		—
Share-based compensation expense	​		1,990	​		1,767	​		3,880	​		3,298
Acquisition and divestiture related expenses	​		2,346	​		9	​		3,975	​		23
Amortization of gain associated with terminated commodity derivatives	​	​	159	​	​	—	​	​	318	​	​	—
Pipeline incident loss	​		195	​		500	​		591	​		1,207
Loss on settlement of AROs	​		40	​		98	​		37	​		98
Exploration costs	​		10	​		10	​		16	​		51
Bad debt expense	​		53	​		—	​		53	​		26
Other	​	​	800	​	​	94	​	​	800	​	​	686
Adjusted EBITDA	​	$	18,983	​	$	30,749	​	$	38,427	​	$	55,650

​

Reconciliation of Net Cash from Operating Activities to Adjusted EBITDA

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	For the Three Months Ended					​	For the Six Months Ended
​	****	June 30,					​	June 30,
​	****	2025		****	2024		​	2025		****	2024
​	****	(In thousands)
Net cash provided by operating activities	​	$	23,689	​	$	15,389	​	$	49,190	​	$	23,101
Changes in working capital	​		(10,836)	​		10,348	​		(16,208)	​		21,565
Interest expense, net	​		3,594	​		3,632	​		7,113	​		7,159
(Gain) loss on sale of property	​	​	(1,545)	​		—	​		(7,796)	​		—
Acquisition and divestiture related expenses	​		2,346	​		9	​		3,975	​		23
Pipeline incident loss	​		195	​		500	​		591	​		1,207
Plugging and abandonment cost	​		391	​		514	​		562	​		514
Amortization and write-off of deferred financing fees	​		(315)	​		(304)	​		(630)	​		(608)
Amortization of gain associated with terminated commodity derivatives	​	​	159	​	​	—	​	​	318	​	​	—
Income tax expense (benefit) - current	​		495	​		557	​		496	​		1,952
Exploration costs	​		10	​		10	​		16	​		51
Other	​		800	​		94	​		800	​		686
Adjusted EBITDA	​	$	18,983	​	$	30,749	​	$	38,427	​	$	55,650

​ 39

Table of Contents Liquidity and Capital Resources

Overview. Our ability to finance our operations, including funding capital expenditures and acquisitions, to meet our indebtedness obligations, to refinance our indebtedness or to meet our collateral requirements will depend on our ability to generate cash in the future. Our primary sources of liquidity and capital resources have historically been cash flows generated by operating activities, borrowings under our Revolving Credit Facility and equity and debt capital markets. We plan to monitor which capital resources, including equity and debt financings, are available to us to meet our future financial obligations, planned capital expenditure activities and liquidity requirements. Based on our current oil and natural gas price expectations, we believe our cash flows provided by operating activities and availability under our Revolving Credit Facility will provide us with the financial flexibility necessary to meet our cash requirements, including normal operating needs, and to pursue our currently planned 2025 development activities. However, future cash flows are subject to a number of variables, including the level of our oil and natural gas production and the prices we receive for our oil and natural gas production, and significant additional capital expenditures will be required to more fully develop our properties. We cannot assure you that operations and other needed capital will be available on acceptable terms, or at all. For the remainder of 2025, we anticipate funding our 2025 capital program from internally generated cash flow but retain the flexibility to utilize borrowings under our Revolving Credit Facility, to access the debt and equity capital markets and continue to evaluate opportunities to optimize our portfolio to reduce debt and accelerate Beta development. We believe that existing cash and cash equivalents, any positive cash flows from operations and available borrowings under our Revolving Credit Facility will be sufficient to support working capital, capital expenditures and other cash requirements for at least the next 12 months and, based on our current expectations, for the foreseeable future thereafter.

Termination of Contemplated Merger with Juniper Capital. In connection with the Contemplated Mergers, on April 25, 2025, pursuant to Section 8.1(a) of the Merger Agreement, the Company and the Acquired Companies entered into the Termination Agreement to terminate the Merger Agreement, effective immediately. In accordance with the terms of the Termination Agreement, the Company made a cash payment to the Acquired Companies in lieu of any termination fee which might have otherwise been payable pursuant to the Merger Agreement in the amount of $800,000 as payment for certain of the Acquired Companies’ expenses. The Company incurred professional fees and expenses of approximately $3.4 million in connection with the Contemplated Mergers and the Termination. For additional information regarding the Termination, see Notes 4 and 16 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report.

Capital Markets. We do not currently anticipate any near-term capital markets activity, but we will continue to evaluate the availability of public debt and equity for funding capital needs.

Hedging. Commodity hedging has been and remains an important part of our strategy to reduce cash flow volatility. Our hedging activities are intended to support oil, NGL and natural gas prices at targeted levels and to manage our exposure to commodity price fluctuations. We intend to enter into commodity derivative contracts at times and on terms desired to maintain a portfolio of commodity derivative contracts covering at least 50% - 75% of our estimated production from total proved developed producing reserves over a one-to-three-year period at any given point of time. We may, however, from time to time, hedge more or less than this approximate amount. Additionally, we may take advantage of opportunities to modify our commodity derivative portfolio to change the percentage of our hedged production volumes when circumstances suggest that it is prudent to do so. Market conditions may also impact our ability to enter into future commodity derivative contracts.

We evaluate counterparty risks related to our commodity derivative contracts and trade credit. Should any of these financial counterparties not perform, we may not realize the benefit of some of our hedges under lower commodity prices. We sell our oil and natural gas to a variety of purchasers. Non-performance by a customer could also result in a loss.

Capital Expenditures. Our total capital expenditures were approximately $48.6 million for the six months ended June 30, 2025, which were primarily related to the development program at Beta and non-operated drilling and completion activities in East Texas and the Eagle Ford.

40

Table of Contents

Working Capital. Working capital is the amount by which current assets exceed current liabilities. Our working capital requirements are primarily driven by changes in accounts receivable and accounts payable, as well as the classification of our debt outstanding. These changes are impacted by changes in the prices of commodities that we buy and sell. In general, our working capital requirements increase in periods of rising commodity prices and decrease in periods of declining commodity prices. However, our working capital needs do not necessarily change at the same rate as commodity prices because both accounts receivable and accounts payable are impacted by the same commodity prices. In addition, the timing of payments received by our customers or paid to our suppliers can also cause fluctuations in working capital because we settle with most of our larger customers on a monthly basis and often near the end of the month. We expect that our future working capital requirements will be impacted by these same factors. From time-to-time, our working capital will reflect a deficit, while at other times it will reflect a surplus. This fluctuation is not unusual.

As of June 30, 2025, we had a working capital deficit (excluding commodity derivatives) of $23.2 million primarily due to accrued liabilities of $41.2 million, revenues payable of $11.7 million, and accounts payable of $30.3 million, partially offset by accounts receivable of $34.7 million and prepaid expenses of $25.4 million.

Debt Agreement

Revolving Credit Facility. On July 31, 2023, OLLC and Acquisitionco entered into the Revolving Credit Facility. The aggregate principal amount of loans outstanding under the Revolving Credit Facility as of June 30, 2025, was $130.0 million.

As of June 30, 2025, we had approximately $15.0 million of available borrowings under our Revolving Credit Facility.

The Company is required to maintain a minimum current ratio of 1.00 to 1.00, which is measured on the last day of each quarter. On June 30, 2025, the Company’s current ratio was 0.90 to 1.00. On July 31, 2025, the Company received a letter agreement from its lenders waiving any default or event of default as a result of such noncompliance related to the minimum current ratio requirement for the quarter ended June 30, 2025. As a result, the Company was in compliance with all financial covenants as of June 30, 2025. The Company expects to maintain a current ratio of 1.0 to 1.0 in future quarters.

On July 2, 2025, subsequent to the divestiture of our non-op Eagle Ford assets, our borrowing base was reduced to $135.0 million.

For additional information regarding our Revolving Credit Facility, see Note 8 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report.

Material Cash Requirements

Contractual Commitments. We have contractual commitments under our debt agreements, including interest payments and principal payments. See Note 8 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report for additional information.

Lease Obligations*.* We have operating leases for office and warehouse spaces, office equipment, compressors and surface rentals related to our business obligations. See Note 12 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report for additional information.

Sinking Fund Payments**.** We have a funding requirement to fund two trust accounts to comply with supplemental regulatory bonding requirements related to our decommissioning obligations for the Beta production facilities. As of June 30, 2025, our future commitments under these agreements were $4.5 million for the remainder of 2025 and $9.0 million per year until the escrow accounts are fully funded. See Note 16 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report for additional information. 41

Table of Contents Cash Flows from Operating, Investing and Financing Activities

The following table summarizes our cash flows from operating, investing and financing activities for the periods indicated. The cash flows for the six months ended June 30, 2025 and 2024 have been derived from our Unaudited Condensed Consolidated Financial Statements. For information regarding the individual components of our cash flow amounts, see our Unaudited Condensed Consolidated Statements of Cash Flows included under “Item 1. Financial Statements” of this quarterly report.

​	​	​	​	​	​	​
​	****	For the Six Months Ended
​	****	June 30,
​	****	2025		****	2024
​	****	(In thousands)
Net cash provided by operating activities	​	$	49,190	​	$	23,101
Net cash used in investing activities	​		(50,180)	​		(44,577)
Net cash used in financing activities	​		990	​		1,232

​

Operating Activities. Key drivers of net operating cash flows are commodity prices, production volumes and operating costs. Net cash provided by operating activities was $49.2 million and $23.1 million for the six months ended June 30, 2025 and 2024, respectively.

Production volumes were approximately 18.5 MBoe/d and 20.2 MBoe/d for the six months ended June 30, 2025 and 2024, respectively. The average realized sales price was $40.96 per Boe and $40.07 per Boe for the six months ended June 30, 2025 and 2024, respectively. The change in realized sales prices was due to higher natural gas and NGL prices, partially offset by lower realized sales prices for oil. In addition, oil production had a higher percentage of total production in the first half of 2025 when compared to the first half of 2024.

Net cash provided by operating activities for the six months ended June 30, 2025 included $5.3 million of cash received on expired commodity derivative instruments compared to $8.0 million of cash received on expired commodity derivatives for the six months ended June 30, 2024. For the six months ended June 30, 2025, we had a net gain on commodity derivative instruments of $7.8 million compared to a net loss of $17.8 million for the six months ended June 30, 2024.

In addition, the six months ended June 30, 2025 included an impairment expense of $8.4 million for the loss on assets held for sale.

Investing Activities. Net cash used in investing activities for the six months ended June 30, 2025 was $50.2 million, of which $52.2 million was used for additions to oil and natural gas properties and $0.6 million for additions to other property and equipment. Net cash used in investing activities for the six months ended June 30, 2024 was $44.6 million, of which $38.6 million was used for additions to oil and natural gas properties and $1.0 million for additions to other property and equipment.

During 2025, we purchased and sold certain rights, title and interest in assets in East Texas from a third party, whereby we received net proceeds of $7.8 million. See additional information discussed in Note 4 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report.

Various restricted investment accounts fund certain long-term contractual and regulatory asset retirement obligations and collateralize certain regulatory bonds associated with our Beta properties. Additions to restricted investments were $5.1 million and $5.0 million for the six months ended June 30, 2025 and 2024, respectively.

Financing Activities. We had net borrowings of $3.0 million for the six months ended June 30, 2025 related to our Revolving Credit Facility compared to net borrowings of $3.0 million for the six months ended June 30, 2024. Shares withheld for taxes were $2.0 million and $1.8 million for the six months ended June 30, 2025 and 2024, respectively.

Off–Balance Sheet Arrangements

As of June 30, 2025, we had no off–balance sheet arrangements. 42

Table of Contents Recently Issued Accounting Pronouncements

For a discussion of recent accounting pronouncements that will affect us, see Note 2 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report for additional information.

​

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

​

ITEM 4.CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including the principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure, and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, the principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2025. We believe that our internal controls and procedures are still functioning as designed and were effective for the most recent quarter.

Change in Internal Control Over Financial Reporting

No changes in our internal control over financial reporting occurred during the most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 are filed as Exhibits 31.1 and 31.2, respectively, to this quarterly report.

​ 43

Table of Contents PART II—OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS.

For a discussion of the legal proceedings associated with the Incident, see Note 16 of the Notes to Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report and the annual financial statements and related notes included in our 2024 Form 10-K.

Future litigation may be necessary, among other things, to defend ourselves by determining the scope, enforceability, and validity of claims. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

ITEM 1A.RISK FACTORS.

Our business faces many risks. Any of the risks discussed elsewhere in this quarterly report and our other SEC filings could have a material impact on our business, financial position or results of operations. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations. There have been no material changes to the risk factors disclosed in Part I, Item 1A in our 2024 Form 10-K.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table summarizes our repurchase activity during the three months ended June 30, 2025:

​	​	​	​	​	​	​	​	​	​
​	****	​	****	​	​	****	Total Number of	****	Approximate Dollar
​	​	​	​	​	​	****	Shares Purchased as	****	Value of Shares That
​	​	​	​	​	​	****	Part of Publicly	****	May Yet Be
​	****	Total Number of	****	Average Price		****	Announced Plans	****	Purchased Under the
Period	****	Shares Purchased	****	Paid per Share		****	or Programs	****	Plans or Programs (1)
​	​	​	​	​	​	​	​	****	(In thousands)
Common Shares Repurchased (1)				​
April 1, 2025 - April 30, 2025		1,137	​	$	3.74		—		n/a
May 1, 2025 - May 31, 2025		—	​	$	—		—		n/a
June 1, 2025 - June 30, 2025		—	​	$	—		—		n/a
(1)	Common shares are generally net-settled by shareholders to cover the required withholding tax upon vesting. We repurchased the remaining vesting shares on the vesting date at current market price. See Note 9 of the Notes to the Unaudited Condensed Consolidated Financial Statements included under “Item 1. Financial Statements” of this quarterly report for additional information.
---	---

​

ITEM 3.DEFAULTS UPON SENIOR SECURITIES.

None.

​

ITEM 4.MINE SAFETY DISCLOSURES.

Not applicable.

​

ITEM 5.OTHER INFORMATION.

None.

​

​ 44

Table of Contents

ITEM 6.EXHIBITS.

​

Exhibit Number	****		****	Description
2.1	​	—	​	Agreement and Plan of Merger, dated January 14, 2025, by and among Amplify Energy Corp., Amplify DJ Operating LLC, Alpha PRB Operating LLC, North Peak Oil & Gas, LLC, Century Oil and Gas Sub-Holdings, LLC, Juniper Capital Advisors, L.P. and the Specified Company Entities signatories thereto (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-35512) filed on January 15, 2025).
​	​	​	​	​
2.2	​	—	​	Amendment No.1 to Agreement and Plan of Merger, dated as of April 14, 2025, by and among Amplify Energy Corp., Amplify Operating LLC, Amplify PRB Operating LLC, North Peak Oil & Gas, LLC, Century Oil and Gas Sub-Holdings, LLC, Juniper Capital Advisors, L.P. and the Specified Company Entities signatories thereto (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-35512) filed on April 15, 2025).
​	​	​	​	​
2.3+	​	—	​	Purchase and Sale Agreement, dated July 1, 2025, by and between Amplify Energy Operating LLC and Murphy Exploration & Production Company – USA (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-35512) filed on July 1, 2025).
​	​	​	​	​
3.1	​	—	​	Second Amended and Restated Certificate of Incorporation of Midstates Petroleum Company, Inc. (filed as Exhibit 3.1 to the Company’s Registration Statement on Form 8-A filed on October 21, 2016, and incorporated herein by reference).
​	​	​	​	​
3.2	​	—	​	Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Midstates Petroleum Company, Inc., dated August 6, 2019 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-35512) filed on August 6, 2019).
​	​	​	​	​
3.3	​	—	​	Third Amended and Restated Bylaws of Amplify Energy Corp. (incorporated by reference to Exhibit 3.3 of the Company’s Quarterly Report on Form 10-Q (File No. 001-35512) filed on November 15, 2021).
​	​	​	​	​
10.1	​	—	​	Monitoring and Oversight Agreement, dated January 14, 2025, by and between Amplify Energy Corp. and Juniper Capital Advisors, L.P. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-35512) filed on January 15, 2025).
​	​	​	​	​
10.2	​	—	​	Termination Agreement, dated as of April 25, 2025, by and among Amplify Energy Corp., Amplify DJ Operating LLC, Amplify PRB Operating LLC, North Peak Oil & Gas, LLC, Century Oil and Gas Sub-Holdings, LLC, Juniper Capital Advisors, L.P. and the Specified Company Entities signatories thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35512) filed on April 25, 2025).
​	​	​	​	​
10.3	​	—	​	Cooperation Agreement, dated as of May 16, 2025, by and among Amplify Energy Corp., Clint Coghill, Stoney Lonesome HF LP and The Drake Helix Holdings, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-35512) filed on May 19, 2025).
​	​	​	​	​
10.4*	​	—	​	Transition and Separation Agreement, dated as of July 22, 2025, by and among Martyn Willsher, Amplify Energy Corp. and Amplify Energy Services LLC.
​	​	​	​	​
10.5*	​	—	​	PRSU Award Agreement, dated as of July 22, 2025, by and between Daniel Furbee and Amplify Energy Corp.
​	​	​	​	​
31.1*	​	—		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
​	​	​	​	​
31.2*	​	—		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
​	​	​	​	​
32.1**		—		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
​	​	​	​	​
101.INS*	​	—		Inline XBRL Instance Document
​	​	​	​	​

45

Table of Contents

Exhibit Number	****		****	Description
101.SCH*	​	—		Inline XBRL Schema Document
​	​	​	​	​
101.CAL*	​	—		Inline XBRL Calculation Linkbase Document
​	​	​	​	​
101.DEF*	​	—		Inline XBRL Definition Linkbase Document
​	​	​	​	​
101.LAB*	​	—		Inline XBRL Labels Linkbase Document
​	​	​	​	​
101.PRE*	​	—		Inline XBRL Presentation Linkbase Document
​	​	​	​	​
104*	​	—	​	Cover Page Interactive Data File (embedded within the Inline XBRL document)
*	Filed as an exhibit to this Quarterly Report on Form 10-Q.
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**	Furnished as an exhibit to this Quarterly Report on Form 10-Q.
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+	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.
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​ 46

Table of Contents 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, thereunto duly authorized.

​

​		Amplify Energy Corp.
​		(Registrant)
​		​
​		​
Date:	August 6, 2025	By:	/s/ James Frew
​	​	Name:	James Frew
​	​	Title:	President and Chief Financial Officer
​	​	​
​	​	​	​
Date:	August 6, 2025	By:	/s/ Eric Dulany
​	​	Name:	Eric Dulany
​	​	Title:	Vice President and Chief Accounting Officer

​

​

​

​

​ 47

Execution Version Exhibit 10.4 TRANSITION AND SEPARATION AGREEMENT

This Transition and Separation Agreement (this “Agreement”) is entered into as of July 22, 2025  by and among Martyn Willsher (“Executive”), Amplify Energy Corp., a Delaware corporation ( “Parent”), and Amplify Energy Services LLC (the “Employer” and, as the context requires, together with Parent, the “Company”).  Executive, Parent and the Employer may sometimes hereafter be referred to singularly as a “Party” or collectively as the “Parties.”

WHEREAS, Executive serves as President and Chief Executive Officer of the Company;

WHEREAS, Executive will transition from his role as President and Chief Executive Officer of the Company to a non-executive role with the Company on July 22, 2025 (the “Transition Date”);

WHEREAS, the Company desires for Executive to be available to provide certain advisory services in the capacity of a non-executive employee during the period beginning on the Transition Date and ending on the Termination Date (as defined below), and Executive desires to provide such services; and

WHEREAS, on the Termination Date, Executive shall be deemed to terminate from any and all positions Executive holds with the Company.

NOW, THEREFORE, in consideration of the promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows:

1.Transition; Termination. Effective as of the Transition Date, Executive’s role as President and Chief Executive Officer of the Company shall terminate, and as of the Transition Date, Executive shall be deemed to have automatically resigned from all of Executive’s positions at the Company and any other member of the Company Group (as defined below) (whether as an officer, director, member of any board of directors and/or fiduciary or otherwise), except as provided herein. Executive agrees to take all actions reasonably requested by the Company to give effect to this provision and execute any additional documents as may be requested by the Company to evidence the foregoing. Effective as of the Transition Date and through the Transition Period (as defined below), Executive shall serve in the non-executive employee role of Special Advisor. Subject to Executive’s satisfaction of the Release Condition (as defined below), during the Transition Period, (i) Executive shall continue to receive Executive’s annual base salary as in effect on the Transition Date, (ii) Executive shall remain eligible to participate in the Company’s benefit plans, subject to the applicable terms and conditions thereof, and (iii) Executive’s outstanding equity awards shall continue to vest 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 between Executive and Parent (the “Award Agreements”) ((i) through (iii), the “Transition Period Benefits”). For the avoidance of doubt, Executive hereby acknowledges and agrees that (A) other than as set forth in this Section 1, Executive is not eligible to receive any other compensation and benefits during or in respect of his employment during the Transition Period, and (B) Executive expressly waives any right to terminate his employment for Good Reason (as defined in the employment agreement among the Executive, Parent and

Employer, dated November 1, 2023 (the “Employment Agreement”)) pursuant to the Employment Agreement and Award Agreements as a result of his transition to Special Advisor.

2.Advisory Services.

(a)During the Transition Period, Executive agrees to provide advisory services to the Company in the capacity of a non-executive employee, which services will include Executive providing consultation and advice as may be requested by the Company from time to time with regard to the business of the Company and the transition of Executive’s duties and responsibilities (the “Services”). Executive shall coordinate the furnishing of the Services with the Chief Executive Officer in order that such Services can be provided in such a way as to generally conform to the business schedules and performance standards of the Company.  During the Transition Period, Executive shall not be deemed to be an agent of the Company or have any power to bind or commit the Company or otherwise act on its behalf and shall not have fiduciary duties to the Company and its subsidiaries and affiliates (the “Company Group”) from and after the Transition Date.

(b)In exchange for being available to provide and providing the Services set forth in Section 2(a), subject to Executive’s execution and non-revocation of a general release of claims, substantially in the form attached hereto as Exhibit A (the “Release”), and the ADEA Release (as defined therein) (together with the Release, the “General Release”) becoming effective pursuant to its terms (such requirement, the “Release Condition”) and continued compliance with the Restrictive Covenants (as defined below), Executive will be entitled to the Transition Period Benefits. Subject to Executive’s satisfactory provision of Services through the end of the Transition Period, Executive’s re-execution and non-revocation of the General Release pursuant to its terms (the “Re-Execution Condition”) and continued compliance with the Restrictive Covenants, Executive will be entitled to the following:

(i)	a lump sum payment equal to $315,467, payable within thirty (30) days following the Termination Date;
(ii)	a lump sum payment in an amount equal to the difference between (x) two times Executive’s annual base salary as in effect on the day before the Transition Date, and (y) the amount of annual base salary paid to Executive during the Transition Period, with such amount to be paid in cash in a lump sum within thirty (30) days following the Termination Date;
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(iii)	subject to Executive’s (i) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (ii) continued copayment of premiums at the same level and cost to Executive as if Executive were a senior executive of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s spouse and eligible dependents, if applicable) for a period of twelve (12) months following the Termination Date, provided that Executive is eligible and
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2

remains eligible for COBRA coverage; provided, further, that the Company may modify the continuation coverage contemplated by this Section 2(b)(iii) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and provided, further, that in the event that Executive obtains other employment that offers group health plan coverage, such continuation of coverage by the Company under this Section 2(b)(iii) shall cease as of the end of the month in which Executive obtains such other employer-provided, group health plan coverage;
(iv)	Any unvested restricted stock units held by Executive as of the Termination Date shall accelerate and vest in full on the Termination Date and shall be settled as soon as practicable following the Termination Date and in no event later than March 15, 2026; and
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(v)	Notwithstanding the terms set forth in the Plans and applicable award agreements, a Pro Rata Portion of the performance-based restricted stock units (the “PRSUs”) granted to Executive pursuant to the Plans and applicable award agreements shall be eligible to vest on the Termination Date based on actual performance achieved as of the Termination Date and shall be settled as soon as practicable following the Termination Date and in no event later than March 15, 2026. Any PRSUs that are not deemed vested on the Termination Date shall be forfeited for no consideration ((i) through (v), collectively, the “Severance Benefits”). As used herein, “Pro Rata Portion” means a number of PRSUs equal to (x) a quotient, the numerator of which is the number of days Executive was employed during the period beginning on the Performance Period (as defined in the applicable Award Agreement) and ending on the Termination Date, and the denominator of which is the number of days between the period beginning on the first day of the Performance Period and ending on the last day of the Performance Period, multiplied by (y) the number of any PRSUs that become vested based on the Performance Vesting Conditions (as defined in the applicable award agreement) achieved as of the Termination Date.
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(c)The “Transition Period” shall mean the period beginning on the Transition Date and ending on the earliest to occur of  (i) a termination by the Company for any reason other than for Cause (as defined in the Employment Agreement; provided, that, for purposes of this Agreement, “Cause” shall include Executive’s material failure to satisfactorily perform the Services), (ii) a termination by the Executive for any reason, (iii) a termination by the Company for Cause, and (iv) December 31, 2025 (the earliest to occur, the “Termination Date”).  Notwithstanding the foregoing, if the Transition Period is terminated by the Company for Cause, the Executive shall not be entitled to the Severance Benefits. 3

3.Satisfaction of Payment Amounts. ****In entering into this Agreement, except as otherwise set forth in this Agreement, Executive expressly acknowledges and agrees that Executive has received all compensation, been afforded all rights and been paid all sums that Executive is owed or has been owed by the Company, the Company’s parent, or any of the Company’s subsidiaries (collectively, the “Company Group”). Executive acknowledges and agrees that the Severance Benefits provided pursuant to this Agreement supersede and replace the severance benefits set forth in Section 6.4 of the Employment Agreement, and Executive hereby forfeits any right to any severance payments or benefits provided pursuant to the Employment Agreement or any other agreement between Executive and the Company (other than this Agreement).

4.Executive’s Acknowledgements.  Executive acknowledges and agrees that no member of the Company Group has provided any tax or legal advice regarding this Agreement and Executive has had an adequate opportunity to receive sufficient tax and legal advice from advisors of Executive’s own choosing such that Executive enters into this Agreement with full understanding of the tax and legal implications thereof.

5.Restrictive Covenants. Section 7 (Restrictive Covenants) of the Employment Agreement is hereby incorporated by reference. Executive hereby (i) reaffirms Executive’s restrictive covenant obligations under the Employment Agreement (including, for the avoidance of doubt, Section 7 thereof) (the “Restrictive Covenants”), and (ii) understands, acknowledges and agrees that such Restrictive Covenants shall survive the termination of Executive’s employment with the Company and remain in full force and effect in accordance with all of the terms and conditions thereof.

6.Entire Agreement.  This Agreement and the Employment Agreement, to the extent incorporated herein, constitute the entire agreement between Executive, on the one hand, and the Company or any of its affiliates (as applicable), on the other hand, with respect to the matters herein provided. No modifications or waiver of any provision hereof shall be effective unless in writing and signed by each Party.

7.Governing Law and Jurisdiction.  This Agreement shall be construed according to the laws of the State of Texas without regard to its conflict of laws principles that would result in the application of the laws of another jurisdiction.

8.Arbitration.

(a)Subject to Section 8(b), any controversy or claim between Executive and the Company or any other member of the Company Group arising out of or relating to this Agreement shall be finally settled by confidential arbitration in Houston, Texas before, and in accordance with the then-existing American Arbitration Association (“AAA”) arbitration rules.  The arbitration award shall be final and binding on the Parties.  The Parties agree that all disputes shall be arbitrated on an individual basis, and they forego and waive any right to arbitrate any dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. Any arbitration conducted under this Section 8 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the 4

AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the dispute.  Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the dispute before him or her (and each disputing party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance.  The decision of the Arbitrator shall be reasoned, rendered in writing, final and binding upon the disputing parties, and the Parties acknowledge and agree that judgment upon the award may be entered by any court of competent jurisdiction.  This Section 8(a) shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq.

(b)Notwithstanding Section 8(a), a Party may make a timely application for, and obtain, judicial emergency or temporary injunctive relief to enforce the Agreement; provided, however, that the remainder of any such dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section 8.  Nothing in this Section 8 shall preclude Executive from filing a charge or complaint with a federal, state or other governmental authority.

(c)EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY OR A COURT TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

9.Headings; Interpretation.  Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof.  Unless the context requires otherwise, all references herein to a law, regulation, agreement, plan, instrument or other document shall be deemed to refer to such law, regulation, agreement, plan, instrument or other document as amended, supplemented, modified and restated from time to time to the extent permitted by the provisions thereof, and references to particular provisions of laws or regulations include a reference to the corresponding provisions of any succeeding law or regulation.  The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.”  The words “herein,” “hereof,” “hereunder” and other compounds of the word “here” shall refer to the entire Agreement, and not to any particular provision hereof.  The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation,” “but not limited to,” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.  Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any Party, whether under any rule of construction or otherwise.  On the contrary, this Agreement has been reviewed by each of the Parties and shall be construed and interpreted as if drafted jointly by the Parties and according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the Parties.

10.Third Party Beneficiaries. ****Each member of the Company Group that is not a signatory hereto shall be a third-party beneficiary of Executive’s covenants, warranties, representations and release of claims set forth in this Agreement and entitled to enforce such provisions as if it was a party hereto. 5

11.Return of Property.  Executive represents and warrants to the Company that Executive has returned, or within five days following the Termination Date Executive will have returned, to the Company all property belonging to the Company and any other member of the Company Group, including all computer files and other electronically stored information, applicable passwords and other materials provided to Executive by the Company or any other member of the Company Group in the course of Executive’s employment, and Executive further represents and warrants to the Company that Executive has not maintained or, after the date that is two days following the Termination Date, Executive will not maintain, a copy of any such materials in any form.

12.Cooperation.  Following the Termination Date, upon request from the Company or any other member of the Company Group, Executive agrees to cooperate with members of the Company Group as well as their respective counsel, agents or other designees, in order to provide such information and assistance as the Company or such other member of the Company Group may reasonably request with respect to the duties that Executive had performed for the Company Group; provided that, the Company shall reimburse Executive in full for all reasonable and documented costs and expenses incurred in connection with such cooperation (including, to the extent applicable, the reasonable costs of counsel selected by Executive).

13.No Waiver.  No failure by any Party at any time to give notice of any breach by the other Party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

14.Assignment.  This Agreement is personal to Executive and may not be assigned by Executive.  The Company may assign its rights and obligations under this Agreement without Executive’s consent, including to any other member of the Company Group and to any successor (whether by merger, purchase or otherwise) to all or substantially all of the equity, assets or businesses of the Company.

15.Severability and Modification.  To the extent permitted by applicable law, the Parties agree that any term or provision of this Agreement (or part thereof) that renders such term or provision (or part thereof) or any other term or provision (or part thereof) of this Agreement invalid or unenforceable in any respect shall be severable and shall be modified or severed to the extent necessary to avoid rendering such term or provision (or part thereof) invalid or unenforceable, and such severance or modification shall be accomplished in the manner that most nearly preserves the benefit of the Parties’ bargain hereunder.

16.Counterparts.  This Agreement may be executed in one or more counterparts (including portable document format (.pdf)), each of which shall be deemed to be an original, but all of which together will constitute one and the same agreement. 6

17.Section 409A.  Section 6.10 (Code Section 409A Compliance) of the Employment Agreement is hereby incorporated by reference.

18.Withholding of Taxes . The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. In the event that the Company fails to  withhold any taxes required to be withheld by applicable law or regulation, Executive agrees to indemnify the Company for any taxes of Executive that should have been withheld.

[Remainder of Page Intentionally Blank;

Signature Page Follows.]

​ 7

IN WITNESS WHEREOF, Executive, Parent and Employer each have caused this Agreement to be executed as of the dates set forth beneath their names below and effective for all purposes as provided above.

​

EXECUTIVE

​

​

/s/ Martyn Willsher​ ​​ ​​ ​​ ​​ ​

Martyn Willsher

​

Date:​ ​July 22, 2025​ ​​ ​​ ​​ ​​ ​

​

Amplify Energy Corp.

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​

By:/s/ Eric M. Willis​ ​​ ​​ ​​ ​ Name:Eric M. Willis

Title:SVP, General Counsel

​

Date: July 22, 2025​ ​​ ​​ ​​ ​​ ​

​

​

Amplify Energy SERVICES LLC

​

​

By:/s/ Eric M. Willis​ ​​ ​​ ​​ ​ Name:Eric M. Willis

Title:SVP, General Counsel

​

Date: July 22, 2025​ ​​ ​​ ​​ ​​ ​

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‌​

Exhibit A

Release of Claims

​

Reference is hereby made to (i) that certain Employment Agreement, effective as of November 1, 2023, by and among Amplify Energy Corp. (the “Parent”), Amplify Energy Services LLC (the “Employer”, and, as the context requires, together with Parent, the “Company”), and Martyn Willsher (the “Employment Agreement”), and (ii) that certain Transition and Separation Agreement, dated as of July __, 2025, by and among the Parent, Employer and Martyn Willsher (the “Transition Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Transition Agreement. I, Martyn Willsher, and the Company are entering into this general release of claims (this “General Release”) made as of the Initial Effective Date (as defined below) in connection with my separation from employment with the Company as provided herein. Accordingly, I hereby agree as follows:

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1.	In executing and re-executing this General Release, I acknowledge and represent that I have received all payments and benefits that I am otherwise entitled to receive (as of the Initial Effective Date and the Bringdown Effective Date (as defined below), as applicable, by virtue of my employment with the Company, including pay for all work I have performed for the Company through the Initial Effective Date and Bringdown Effective Date (to the extent not previously paid), as applicable, and pay, at my final base rate of pay, for any vacation time I earned but have not used as of the Initial Effective Date and Bringdown Effective Date, as applicable.
2.	Provided that I (i) execute this General Release within 21 days of receipt, (ii) do not revoke this General Release within seven calendar days of executing it, and (iii) comply with this General Release and the Continuing Obligations at all times, then Employer will provide me with the Transition Period Benefits (as defined in the Transition Agreement). Provided that I (i) re-execute this General Release following the Termination Date and do not revoke this General Release within seven calendar days of re-executing it, I shall receive the Severance Benefits (as defined in the Transition Agreement) provided pursuant to Section 2 of the Transition Agreement. I agree that the Transition Period Benefits and Severance Benefits are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the Transition Period Benefits and Severance Benefits unless I executive and re-execute, as applicable, this General Release and do not revoke this General Release within the time period permitted hereafter or breach this General Release.
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3.	Except as provided in paragraph 5 below and except for the provisions of the Employment Agreement which expressly survive the termination of the Employment Agreement, I knowingly and voluntarily (for myself, my heirs, executors, administrators, beneficiaries, representatives, successors and assigns, and all others connected with or claiming through me) release and forever discharge

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‌​

Parent, the Employer and their respective subsidiaries and affiliates and all of their respective past, present, and future shareholders, directors, officers, employee benefit plans, administrators, trustees, agents, representatives, employees, consultants, successors and assigns, and all those connected with any of them, in their official and individual capacities (collectively, the “Released Parties”) from any and all claims, suits, controversies, actions, causes of action, rights and claims, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages and compensation, claims for costs and attorneys’ fees, or liabilities of any kind and nature whatsoever, whether in law or in equity, both past and present (through the date I sign and re-execute, as applicable, this General Release) and whether now known or unknown, suspected or unsuspected, contingent, claimed or otherwise,  which  I  now have or ever have had against any of the Released Parties (collectively, “Claims”): (i) from the beginning of time through the date upon which I execute and re-execute, as applicable, this General Release; (ii) in any way related to, arising out of or connected with my employment and/or other relationship with, or my separation or termination from, any of the Released Parties; (iii) arising out of, or relating to, any agreement with any Released Parties, including, but not limited to, any other awards, policies, plans, programs or practices of the Released Parties that may apply to me or in which I may participate, including, but not limited to, any rights under the Employment Agreement and Transition Agreement; and (iv) arising out of, or relating to, my status as an employee, member, officer, or director of any of the Released Parties, including, but not limited to, any allegation, claim or violation, arising under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including by the Older Workers Benefit Protection Act) (collectively, the “ADEA”); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990, as amended; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Texas Labor Code, including the Texas Payday Act, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, the Texas Whistleblower Act; or their federal, state, or local counterparts; or under any other federal, state or local civil or human rights law, or under any other federal, state, or local law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress,  defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) . This is a general release that is intended to apply to all Claims I may have against the Released Parties through the date I execute and re-execute, as applicable, this General Release, except those Claims that cannot be waived pursuant to applicable laws.

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4.	I represent that I have made no assignment or transfer of any right, claim, demand, cause of action or other matter covered by paragraph 3 above.

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5.

I agree that this General Release does not waive or release any rights or claims that arise after the date I execute and re-execute, as applicable, this General Release. This General Release also does not waive any Claims for any vested pension benefits (if any), or for indemnification under the Employment Agreement or the Company’s D&O policy, by-laws, certificate of incorporation or other governing documents, or rights as an equity holder or under any equity-based award.

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6.

I acknowledge that I am not waiving and am not being required to waive any right (i) as set forth in paragraph 5 or (ii) that cannot be waived under applicable law, including the right to file an administrative charge or participate in an administrative investigation or proceeding conducted by the federal Equal Employment Opportunity Commission or a comparable state or local agency; provided, however, that I hereby waive the right to recover any monetary damages or other relief against any Released Parties excepting any benefit or remedy to which I am or become entitled to pursuant to Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Further, nothing contained in this General Release limits, restricts or in any way affects either  party’s  right to (A) communicate with any governmental agency or entity or regulatory or any law enforcement authority or make other disclosures under the whistleblower provisions of any applicable law, rule or regulation or (B) seek or receive any monetary damages, awards or other relief in connection with protected whistleblower activity.

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7.

I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to provide the Severance Benefits. I further agree that in the event I should bring a Claim seeking damages against Parent, Employer and/or any other Released Party, or in the event I should seek to recover against Parent, Employer and/or any other Released Party in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims. I further agree that I am not aware of any pending charge or complaint of the type described in paragraph 3 above as of the execution and re-execution, as applicable, of this General Release.

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8.	I agree that neither this General Release, nor the furnishing of the consideration

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for this General Release, shall be deemed or construed at any time to be an admission by Parent, Employer, any Released Party or myself of any improper or unlawful conduct. Rather, this General Release expresses the intention of the parties to resolve all issues and other claims related to or arising out of my employment by the Company or the termination of my employment.

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9.

Whenever possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or its validity and enforceability in any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

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10.

I acknowledge that I will continue to be bound by my obligations under the Employment Agreement that survive the termination of my employment by the terms thereof or by necessary implication, including without limitation my obligations set forth in Section 7 of the Employment Agreement (the “Continuing Obligations”). I further acknowledge that the obligation of Employer to provide the Transition Period Payments and Severance Benefits, and my right to retain the same, are expressly conditioned upon my continued full performance of my obligations hereunder (including continued compliance with the Continuing Obligations).

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11.

Subject to paragraph 12 of this General Release, I agree that I will never disparage or criticize Parent, Employer, their respective affiliates, their business, their management or their products or services, and that I will not otherwise do or say anything that could disrupt the good morale of employees of Parent, Employer or any of their respective affiliates or harm the interests or reputation of Parent, Employer or any of their affiliates.

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12.

Nothing in this General Release or any other agreement between me and the Company or any other policies of the Company shall prohibit or restrict me or my attorneys from: (a) making any disclosure of relevant and necessary information or documents in any action, investigation, or proceeding relating to this General Release, or as required by law or legal process, including with respect to possible violations of law; (b) participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information to, any governmental agency or legislative body, any self-regulatory organization, and/or pursuant to the Sarbanes-Oxley Act; (c) accepting any U.S. Securities and Exchange Commission awards; or (d) engaging in concerted activity protected under the National Labor Relations Act (to the extent applicable), including relative to the terms and

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conditions of my employment, my ability to file unfair labor practice charges or assist others in doing so, and cooperating in any investigative process with the National Labor Relations Board. In addition, nothing in this General Release or any other agreement between me and the Company or any other policies of the Company prohibits or restricts me from initiating communications with, or responding to any inquiry from, any regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation. Pursuant to 18 U.S.C. § 1833(b), I will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the Company or its affiliates that (i) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to my attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If I file a lawsuit for retaliation by the Company for reporting a suspected violation of law, I may disclose the trade secret to my attorney and use the trade secret information in the court proceeding, if I file any document containing the trade secret under seal, and do not disclose the trade secret, except pursuant to court order. Nothing in this General Release or any other agreement between me and the Company or any other policies of the Company is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section.

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13.

Upon my execution and re-execution, as applicable, of this  General  Release, I acknowledge and agree that I have returned  to the Company all documents and information (and all copies thereof) belonging or relating to the business of the Company as well as any other Company property or equipment which I have or have had in my possession at any time, including, but not limited to, files, notes, drawings, passwords, records, business plans and forecasts, financial information, specifications, computer-recorded information, tangible property (including, but not limited to, computers and/or cell phones), credit cards, entry cards, identification badges and keys, and any other materials of any kind which contain or embody any proprietary or confidential information of the Company (and all reproductions thereof).

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14.

This General Release, and the provisions contained in it, shall not be construed or interpreted for, or against, any party because that party drafted or caused that party’s legal representatives to draft any of its provisions. This General Release is personal to me and may not be assigned by me. This General Release is binding on, and will inure to the benefit of, the Released Parties. The Released Parties are expressly intended to be third-party beneficiaries of the releases set forth in paragraph 3, and it  may be enforced  by each  of them. Except as otherwise designated herein, this General Release sets forth the parties’ entire agreement with respect to the subject matter herein and shall supersede all prior and contemporaneous communications,

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agreements and understandings, written or oral, with respect thereto (for the avoidance of doubt, any Continuing Obligations remain in effect).

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15.

This General Release may not be modified or amended unless mutually agreed to in writing by the parties. This General Release may be executed in counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. An originally executed version of this General Release that is scanned as an image file (e.g., Adobe PDF, TIF, etc.) or is electronically signed (including via DocuSign or any other digital signature provider) and then delivered by one party to the other party via electronic mail as evidence of signature, shall, for all purposes hereof, be deemed an original signature. In addition, an originally executed version of this General Release that is delivered via facsimile by one party to the other party as evidence of signature shall, for all purposes hereof, be deemed an original.

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16.

This General Release will be governed, construed and interpreted under the laws of the State of Texas without regard to the application of any choice-of-law rules that would result in the application of another state’s laws. The parties agree that any disputes between the parties shall be resolved only in the state or federal courts of Texas, and unconditionally submit to the jurisdiction of such courts.

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17.	This General Release creates legally binding obligations, and the Company has advised me to consult and attorney before I sign this General Release.

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18.

Employer may withhold from any and all amounts payable under this General Release such federal, state, local or foreign taxes as may be required to be withheld pursuant to any applicable law or regulation. The intent of the parties is that the payments contemplated under this General Release be either compliant with, or exempt from, Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (“Code Section 409A”), and accordingly, to the maximum extent permitted, this General Release will be interpreted to be in compliance therewith or exempt therefrom. The parties hereby agree that my termination of employment and the Termination Date will constitute a “separation from service” within the meaning of Code Section 409A. Additionally, Section 6.10 of the Employment Agreement will apply mutatis mutandis to this General Release.

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BY SIGNING AND RE-EXECUTING, AS APPLICABLE, THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

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(1)	I HAVE READ IT CAREFULLY;

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(2)	I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM

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GIVING UP IMPORTANT RIGHTS, INCLUDING BUT I AM ENTERING INTO THIS GENERAL RELEASE KNOWINGLY, VOLUNTARILY, AND IN EXCHANGE FOR GOOD AND VALUABLE CONSIDERATION TO WHICH I WOULD NOT BE ENTITLED IN THE ABSENCE OF EXECUTING AND NOT REVOKING THIS GENERAL RELEASE (INCLUDING, WITHOUT LIMITATION, THE TRANSITION PERIOD BENEFITS AND SEVERANCE BENEFITS, AS APPLICABLE);

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(3)	I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND RE-EXECUTING IT, AS APPLICABLE, AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

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(4)	I MAY NOT SIGN THIS GENERAL RELEASE BEFORE THE TRANSITION DATE;

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(5)	I MAY NOT RE-EXECUTE THIS GENERAL RELEASE BEFORE THE TERMINATION DATE;

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(6)

THE COMPANY’S OBLIGATIONS TO PROVIDE THE TRANSITION PERIOD BENEFITS ARE STRICTLY CONTINGENT ON MY EXECUTION AND NON-REVOCATION OF THIS GENERAL RELEASE. I AM BEING PROVIDED 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS GENERAL RELEASE, WHICH WAS JULY 19, 2025, TO CONSIDER THE TERMS OF THIS GENERAL RELEASE, ALTHOUGH I MAY SIGN IT TIME SOONER (THOUGH NOT PRIOR TO THE TRANSITION DATE). THE PARTIES AGREE THAT ANY REVISIONS OR MODIFICATIONS TO THIS GENERAL RELEASE, WHETHER MATERIAL OR IMMATERIAL, WILL NOT RESTART THIS 21-DAY CONSIDERATION PERIOD.

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(7)

I HAVE SEVEN CALENDAR DAYS AFTER THE DATE ON WHICH I INITIALLY EXECUTE THIS GENERAL RELEASE TO REVOKE MY CONSENT TO THIS GENERAL RELEASE. SUCH REVOCATION MUST BE IN WRITING AND MUST BE EMAILED TO ERIC WILLIS AT ERIC.WILLIS@AMPLIFYENERGY.COM. NOTICE OF SUCH REVOCATION MUST BE RECEIVED WITHIN THE SEVEN CALENDAR DAYS REFERENCED ABOVE. IF I DO NOT SIGN THIS GENERAL RELEASE OR IF I REVOKE MY EXECUTION OF THIS GENERAL RELEASE WITHIN THE SEVEN-DAY PERIOD

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REFERENCED ABOVE, THIS GENERAL RELEASE SHALL BE NULL AND VOID. PROVIDED THAT I DO NOT REVOKE THIS GENERAL RELEASE AS PROVIDED HEREIN, THIS GENERAL RELEASE WILL BECOME EFFECTIVE ON THE EIGHTH CALENDAR DAY AFTER THE DATE ON WHICH I SIGN THIS GENERAL RELEASE (THE “INITIAL EFFECTIVE DATE”), PROVIDED THAT IT HAS ALSO BEEN EXECUTED BY AN OFFICER OF PARENT AND EMPLOYER AND DELIVERED TO ME.

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(8)	THE COMPANY’S OBLIGATIONS TO PROVIDE THE SEVERANCE BENEFITS UNDER SECTION 2(b)(i)-(v) OF THE TRANSITION AGREEMENT ARE STRICTLY CONTINGENT ON MY RE-EXECUTION AND NON-REVOCATION OF THIS GENERAL RELEASE FOLLOWING THE TERMINATION DATE. I HAVE SEVEN CALENDAR DAYS AFTER THE DATE ON WHICH I RE-EXECUTE THIS GENERAL RELEASE TO REVOKE MY CONSENT TO THIS GENERAL RELEASE. SUCH REVOCATION MUST BE IN WRITING AND MUST BE EMAILED TO ERIC WILLIS AT ERIC.WILLIS@AMPLIFYENERGY.COM. NOTICE OF SUCH REVOCATION MUST BE RECEIVED WITHIN THE SEVEN CALENDAR DAYS REFERENCED ABOVE. IF I DO NOT RE-EXECUTE THIS GENERAL RELEASE OR IF I REVOKE MY RE-EXECUTION OF THIS GENERAL RELEASE WITHIN THE SEVEN-DAY PERIOD REFERENCED ABOVE, the date of the releases and covenants set forth in this GENERAL RELEASE will not be advanced, but will remain effective up to and including the INITIAL EFFECTIVE DATE. PROVIDED THAT I DO NOT REVOKE MY RE-EXECUTION OF THIS GENERAL RELEASE AS PROVIDED HEREIN, THE GENERAL WAIVER AND RELEASE OF ALL CLAIMS SET FORTH IN THIS GENERAL RELEASE SHALL BE ADVANCED TO THE DATE ON WHICH I RE-EXECUTE THIS GENERAL RELEASE. PROVIDED THAT I DO NOT REVOKE MY RE-EXECUTION OF THIS GENERAL RELEASE, THE “BRINGDOWN EFFECTIVE DATE” SHALL BE THE EIGHTH DAY FOLLOWING THE DATE ON WHICH I RE-EXECUTE THIS GENERAL RELEASE.
(9)	I HAVE NOT RELIED ON ANY PROMISES OR REPRESENTATIVES, EXPRESS OR IMPLIED, THAT ARE NOT SET FORTH EXPRESSLY IN THIS GENERAL RELEASE; AND
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(10)	THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR  MODIFIED  EXCEPT  BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED

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REPRESENTATIVE OF PARENT, EMPLOYER AND BY ME.

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NOT TO BE EXECUTED PRIOR TO THE TRANSITION DATE

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PARENT

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Date: ___________

By: _____________

Its: _____________

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EMPLOYER

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Date: ____________

By: _____________

Its: _____________

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MARTYN WILLSHER

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________________________

Date: ___________________

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NOT TO BE RE-EXECUTED PRIOR TO THE TERMINATION DATE

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**** MARTYN WILLSHER

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________________________

Date: ___________________

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Special PRSU Award Agreement **** Exhibit 10.5 PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE AMPLIFY ENERGY CORP.

2024 EQUITY INCENTIVE PLAN ​

* * * * *

Participant:Daniel Furbee

Grant Date:July 22, 2025

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Target Number of Performance- Based Restricted Stock Units (“Target PRSUs”):100,000

Performance Vesting

Conditions:	See Exhibit A

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Performance Period:	The period set forth on Exhibit A hereto (the “Performance Period”).

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* * * * *

THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above (“Grant Date”), is entered into by and between Amplify Energy Corp., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Amplify Energy Corp. 2024 Equity Incentive Plan (the “Plan”).

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its stockholders to grant this award (this “Award”) of Performance-Based Restricted Stock Units (“PRSUs”) to the Participant.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:

1.Incorporation By Reference; Plan Document Receipt. Except as specifically provided herein, this Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to this Award), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Except as provided otherwise herein, any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of this Agreement shall control.

2.Grant of Award.

(a)The Company hereby grants to the Participant, on the Grant Date, the PRSUs, which, depending on the extent to which the performance vesting conditions set forth on Exhibit A hereto (the “Performance Vesting Conditions”) are satisfied during the Performance Period, may result in the

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‌​ Participant earning between zero percent (0%) and two hundred percent (200%), inclusive, of the Target PRSUs during the Performance Period. PRSUs that do not vest in accordance with the Performance Vesting Conditions by the end of the Performance Period shall be immediately forfeited for no consideration at the end of the Performance Period.

(b)Subject to the terms of this Agreement and the Plan, each PRSU, to the extent it becomes a vested PRSU, represents the right to receive one (1) share of Common Stock. Unless and until a PRSU becomes vested, the Participant will have no right to settlement of such PRSU. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the shares of Common Stock underlying the PRSUs, except as otherwise specifically provided for in the Plan or this Agreement.

3.Vesting; Forfeiture.

(a)Vesting Generally. Except as otherwise provided in this Section 3 and Section 12 of the Plan, the PRSUs subject to this Award shall become vested in accordance with the Performance Vesting Conditions, subject to the Participant’s continued Service from the Grant Date through the date of settlement pursuant to Section 4 hereof.

(b)Termination Without Cause; Resignation for Good Reason. Notwithstanding anything to the contrary set forth herein, in the event of a termination of the Participant’s Service by the Company or an Affiliate of the Company without Cause or by the Participant for Good Reason (as defined in that certain employment agreement in effect as of the Grant Date, by and between the Participant and the Company or any Affiliate of the Company (the “Employment Agreement”)) (each, a “Qualifying Termination”), a number of the PRSUs  shall become vested on such Qualifying Termination date equal to the greater of (x) the number of PRSUs that would vest in accordance with the Performance Vesting Conditions based on actual performance through the date of the Qualifying Termination, as determined by the Committee in its sole discretion, and (y) the Target PRSUs, subject to the Participant’s execution and non-revocation of a general release of claims in favor of the Company and its Affiliates within sixty (60) days following such Qualifying Termination and continued compliance with all applicable restrictive covenants. The PRSUs, if any, that become vested pursuant to this Section 3(b) shall be settled within sixty (60) days following such Qualifying Termination in accordance with Section 4(b). Any PRSUs that remain unvested on such Qualifying Termination date shall be forfeited for no consideration on the Qualifying Termination date.

(c)Termination due to Death or Disability. Notwithstanding anything to the contrary set forth herein, in the event of a termination of the Participant’s Service due to the Participant’s death or Disability, a pro-rated portion of the Target PRSUs shall become vested, calculated by multiplying the Target PRSUs by a quotient, the numerator of which is the number of days the Participant provided Services during the period beginning on the first day of the Performance Period and ending on the date on which the Participant’s Services terminated, and the denominator of which is the number of days between the period beginning on the first day of the Performance Period and ending on the last day in the Performance Period; provided that the foregoing pro-rated vesting is subject to the Participant’s or the Participant’s estate’s, if applicable, execution and non-revocation of a general release of claims in favor of the Company and its Affiliates within sixty (60) days following such termination of the Participant’s Service and continued compliance with all applicable restrictive covenants (except in the event of the termination of the Participant’s Service due to death). The PRSUs, if any, that become vested pursuant to this Section 3(c) shall be settled within sixty (60) days following such termination of Service in accordance with Section 2

‌​ 4(b). Any PRSUs that remain unvested on such termination of Service date shall be forfeited for no consideration on the termination of Service date.

(d)Committee Discretion to Accelerate Vesting. In addition to the foregoing, the Committee may, in its sole discretion, accelerate vesting of the PRSUs at any time and for any reason.

(e)Forfeiture. All outstanding unvested PRSUs shall be immediately forfeited and cancelled for no consideration (i) upon a termination of the Participant’s Service for Cause, (ii) upon the Participant’s breach of any restrictive covenant set forth in the Employment Agreement or any other written agreement between the Participant and the Company or (iii) upon a resignation by the Participant without Good Reason. For avoidance of doubt, the continuous Service of the Participant shall not be deemed interrupted, and the Participant shall not be deemed to have incurred a termination of Service, by reason of the transfer of the Participant’s Service among the Company and/or its Subsidiaries and/or Affiliates.

4.Delivery of Shares.

(a)Unless otherwise provided herein, each vested PRSU shall be settled within sixty (60) days following the end of the Performance Period. The PRSUs shall be settled by delivering to the Participant the number of shares of Common Stock that correspond to the number of PRSUs that have become vested as of the end of the Performance Period, less any shares of Common Stock or any amount withheld by the Company pursuant to Section 9 hereof.

(b)Notwithstanding the foregoing, in the event of a Qualifying Termination or termination of Service due to death or Disability, each vested PRSU shall be settled within sixty (60) days following such termination of Service date. The PRSUs shall be settled by delivering to the Participant the number of shares of Common Stock that correspond to the number of PRSUs that have become vested as of such termination of Service date, less any shares of Common Stock or any amount withheld by the Company pursuant to Section 9 hereof.

5.Dividends; Rights as Stockholder. If the Company pays a cash dividend in respect of its outstanding Common Stock and, on the record date for such dividend, the Participant holds PRSUs granted pursuant to this Agreement that have not vested and been settled in accordance with Section 4, the Company shall credit to an account maintained by the Company for the Participant’s benefit an amount equal to the cash dividends the Participant would have received if the Participant were the holder of record, as of such record date, of the number of shares of Common Stock related to the portion of the PRSUs that have not been settled or forfeited as of such record date; provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the PRSUs are delivered to the Participant in accordance with the provisions hereof or, if later, the date on which such cash dividend is paid to shareholders of the Company. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any PRSU unless and until the Participant has become the holder of record of such shares.

6.Non-Transferability. No portion of the PRSUs may be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, other than to the Company as a result of forfeiture of the PRSUs as provided herein.

7.Restrictive Covenants. As a condition precedent to the Participant’s receipt of the PRSUs issued hereunder, the Participant agrees to continue to be bound by the restrictive covenant obligations set forth in the Employment Agreement. 3

‌​ 8.Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof.

9.Withholding of Tax. The Participant agrees and acknowledges that the Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind that the Company, in its good faith discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the PRSUs, and if the withholding requirement cannot be satisfied, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. Without limiting the foregoing, if the Common Stock is not listed for trading on a national exchange at the time of vesting and/or settlement of the PRSUs, then at the Participant’s election, the Company shall withhold shares of Common Stock otherwise deliverable to the Participant hereunder with a Fair Market Value equal to the Participant’s total income and employment taxes imposed as a result of the vesting and/or settlement of the PRSUs. If any tax withholding amounts are satisfied through net settlement or previously owned shares, the maximum number of shares of Common Stock that may be so withheld or surrendered shall be the number of shares of Common Stock that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to the PRSUs, as determined by the Committee. The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of the PRSU or disposition of the underlying shares of Common Stock and that the Participant has been advised, and hereby is advised, to consult a tax advisor. The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or any of its Affiliates or any of their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.

10.Legend. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates, if any, representing shares of Common Stock issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates, if any, representing shares of Common Stock acquired pursuant to this Agreement in the possession of the Participant in order to carry out the provisions of this Section 10.

11.Securities Representations. This Agreement is being entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that:

(a)The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and the Company is relying in part on the Participant’s representations set forth in this Section 11.

(b)If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Common Stock issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such shares of Common Stock and the Company is under no obligation to register such shares of Common Stock (or to file a “re-offer prospectus”).

(c)If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not 4

‌​ be available unless (A) a public trading market then exists for the Common Stock, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.

12.No Waiver. No waiver or non-action by either party hereto with respect to any breach by the other party of any provision of this Agreement shall be deemed or construed to be a waiver of any succeeding breach of such provision, or as a waiver of the provision itself.

13.Entire Agreement; Amendment. This Agreement and the Plan contain the entire agreement between the parties hereto with respect to this Award, and supersede all prior agreements or prior understandings, whether written or oral, between the parties relating to this Award; provided, however, that the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any employment, consulting and/or severance agreement between the Company (or an Affiliate of the Company or other entity) and the Participant in effect as of the date a determination is to be made under this Agreement. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan and as specifically provided herein, including in Exhibit A hereto. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

14.Notices. Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the Secretary of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.

15.No Right to Employment or Service. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its subsidiaries or its Affiliates to terminate the Participant’s Service at any time, for any reason and with or without Cause, in accordance with and subject to the terms and conditions of the Employment Agreement.

16.Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Affiliate of the Company) of any personal data information related to the PRSUs awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

17.Compliance with Laws. The grant of PRSUs and the issuance of shares of Common Stock hereunder shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law, rule regulation or exchange requirement applicable thereto. The Company shall not be obligated to issue the PRSUs or any shares of Common Stock pursuant to this Agreement if any such issuance would violate any such requirements. As a condition to the settlement of the PRSUs, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation.

18.Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. Subject to the restrictions on 5

‌​ transfer set forth herein and in the Plan, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom this Award may be transferred by will or the laws of descent or distribution.

19.Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

20.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. Electronic acceptance and signatures shall have the same force and effect as original signatures.

21.Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder; provided that no such additional documents shall contain terms or conditions inconsistent with the terms and conditions of this Agreement.

22.Severability. The invalidity or unenforceability of any provision of this Agreement (or any portion thereof) in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement (or any portion thereof) in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

23.No Acquired Rights. The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the award of PRSUs made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the PRSUs awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

24.Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the PRSUs granted pursuant to this Agreement are intended to be exempt from the applicable requirements of Section 409A of the Code and regulations issues thereunder (the “Nonqualified Deferred Compensation Rules”) and shall be limited, construed and interpreted in accordance with such intent. Nevertheless, to the extent that the Committee determines that the PRSUs may not be exempt from the Nonqualified Deferred Compensation Rules, then, if the Participant is deemed to be a “specified employee” within the meaning of the Nonqualified Deferred Compensation Rules, as determined by the Committee, at a time when the Participant becomes eligible for settlement of the PRSUs upon his or her “separation from service” within the meaning of the Nonqualified Deferred Compensation Rules, then to the extent necessary to prevent any accelerated or additional tax under the Nonqualified Deferred Compensation Rules, such settlement will be delayed until the earlier of: (a) the date that is six (6) months following the Participant’s separation from service and (b) the Participant’s death. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the PRSUs provided under this Agreement are exempt from or compliant with the Nonqualified Deferred Compensation Rules and in no event shall the Company or any Affiliate of the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation Rules. 6

‌​ 25.Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, the Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports and all other forms of communications) in connection with this and any other Award made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet to which the Participant has access. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.

26.  Company Recoupment of Awards. The Participant hereby acknowledges and agrees that the Participant’s rights with respect to this Award shall in all events be subject to (a) all rights that the Company may have under any Company clawback or recoupment policy that may be adopted by the Company from time to time or otherwise required by applicable law or any other agreement or arrangement with the Participant, and (b) all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the U.S.  Securities and Exchange Commission.

[Remainder of Page Intentionally Left Blank]

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‌​ IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this 22^nd^ day of July, 2025.

AMPLIFY ENERGY CORP.

​

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By:/s/ Eric M. Willis ​ ​

Name:Eric M. Willis

Title:	SVP, General Counsel & Corporate Secretary

​

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PARTICIPANT

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/s/ Daniel Furbee​ ​

Name: Daniel Furbee

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Signature Page to

Performance-Based Restricted Stock Unit Award Agreement

‌​ Exhibit A​​ PERFORMANCE VESTING CONDITIONS

This Exhibit A contains the performance vesting conditions and methodology applicable to the PRSUs. Subject to the terms and conditions set forth in the Plan and the Agreement, the portion of the PRSUs subject to this Award, if any, that become vested during the Performance Period will be determined upon the Committee’s certification of achievement of the performance criteria in accordance with this Exhibit A, which shall occur within sixty (60) days following the end of the Performance Period (the “Certification Date”). Capitalized terms used but not defined herein shall have the same meaning as is ascribed thereto in the Agreement or the Plan.

A.  Performance Period. The Performance Period shall be July 22, 2025 to March 31, 2028.

​

B.  Performance Criteria

The PRSUs shall vest on the last day of the Performance Period as follows, subject to the Participant’s continued Service from the Grant Date through the date of settlement (or such other date as set forth in Section 3 of the Agreement): (i) fifty percent (50%) of the Target PRSUs shall vest if the 20-day volume-weighted average closing price (“VWAP”) of a share of 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) one hundred percent (100%) of the Target PRSUs shall vest if  the 20-day VWAP of a share of 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) two hundred percent (200%) of the Target PRSUs shall vest if the 20-day VWAP of a share of 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 threshold, target and maximum performance thresholds.

Unless earlier forfeited as set forth in the Agreement, all unvested PRSUs subject to this Award that are outstanding as of the date immediately following the last day of the Performance Period shall be forfeited and cancelled for no consideration if they do not become vested as set forth above.

C. Additional Factors or Information Regarding Performance Vesting Methodology

Consistent with the terms of the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the terms of the Plan or the Agreement, including this Exhibit A shall be within the sole discretion of the Committee, and shall be final, conclusive, and binding upon all persons.

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Exhibit B

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Daniel Furbee, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Amplify Energy Corp. (the “registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---

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Date: August 6, 2025	/s/ Daniel Furbee
	Daniel Furbee
	Chief Executive Officer
	Amplify Energy Corp.

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Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, James Frew, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Amplify Energy Corp. (the “registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---

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Date:August 6, 2025	/s/ James Frew
	James Frew
	President and Chief Financial Officer
	Amplify Energy Corp.

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Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Amplify Energy Corp. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Daniel Furbee, Chief Executive Officer and James Frew, President and Chief Financial Officer, of Amplify Energy Corp., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge:

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---

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Date: August 6, 2025	/s/ Daniel Furbee
​	Daniel Furbee
	Chief Executive Officer
	Amplify Energy Corp.
​	​
​	​
Date: August 6, 2025	/s/ James Frew
​	James Frew
​	President and Chief Financial Officer
​	Amplify Energy Corp.
​	​
​	​
​	​

​

The foregoing certifications are being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, are not being filed as part of the Report for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.