8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION13 OR 15(d)

OF THE SECURITIESEXCHANGE ACT OF 1934

Date of report (Dateof earliest event reported): April 25, 2025

AMPLIFY ENERGY

CORP.

(Exact Name of Registrantas Specified in Charter)

Delaware	001-35512	82-1326219
(State or other jurisdiction ofIncorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
500 Dallas Street**, Suite 1700 Houston, Texas**	77002
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(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephonenumber, including area code:

(832

) 219-9001

Not Applicable

(Former Name or FormerAddress, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities Registered Pursuant to Section 12(b):

Title of each class	TradingSymbol(s)	Name ofeach exchangeon which registered
CommonStock	AMPY	NewYork Stock Exchange

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

Emerging growth company ¨

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

Item 1.01	Entry into a Material Definitive Agreement.

The information set forth in Item 1.02 of this Form 8-K is incorporated by reference herein.

Item1.02. Termination of Material Definitive Agreement.

As previously disclosed, on January 14, 2025, Amplify Energy Corp., a Delaware corporation (“Amplify” or the “Company”), entered into an Agreement and Plan of Merger, as subsequently amended (the “MergerAgreement”), with Amplify DJ Operating LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Amplify, Amplify PRB Operating LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Amplify, North Peak Oil & Gas, LLC, a Delaware limited liability company, Century Oil and Gas Sub-Holdings, LLC, a Delaware limited liability company, and, solely for the limited purposes set forth therein, Juniper Capital Advisors, L.P., a Delaware limited partnership, and the Specified Company Entities signatory thereto (collectively, the “Parties”). Capitalized terms used but not defined herein have the respective meanings given to them in the Termination Agreement (as defined below).

On April 25, 2025, pursuant to Section 8.1(a) of the Merger Agreement, Parties 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.

In accordance with the terms of the Termination Agreement, Amplify will make 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 eight hundred thousand dollars ($800,000) as payment of Company Expenses. The Parties 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 foregoing descriptions of the Merger Agreement and the Termination Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement originally filed as Exhibit 2.1 to Amplify’s Current Report on Form 8-K on January 15, 2025, Amendment No. 1 to the Merger Agreement originally filed as Exhibit 2.1 to Amplify’s Current Report on Form 8-K on April 15, 2025, and the full text of the Termination Agreement, which is attached hereto as Exhibit 10.1, each of which is incorporated by reference herein.

Item 7.01	Regulation FD Disclosure.

On April 25, 2025, Amplify issued a press release relating to, among other things, the Termination Agreement and the cancellation of its special meeting of stockholders that was scheduled to be held in connection with the provisions set forth in the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements.” All statements, other than statements of historical fact, included in this Current Report on Form 8-K that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Terminology such as “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve risks and uncertainties and other factors that could cause the Company’s actual results or financial condition to differ materially from those expressed or implied by forward-looking statements. Risks and uncertainties that could cause actual results to differ from expectations include: the effects of disruption caused by the announcement of the Termination and the Termination making it more difficult to maintain relationships with employees, customers, vendors and other business partners; the risk that stockholder litigation in connection with the contemplated transaction and the Termination may result in significant costs of defense, indemnification and liability; transaction costs; and actual or contingent liabilities. Please read the Company’s filings with the Securities and Exchange Commission (the “SEC”), including “Risk Factors” in the Company’s Annual Report on Form 10-K, and if applicable, the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are available on the Company’s Investor Relations website at https://www.amplifyenergy.com/investor-relations/default.aspx or on the SEC’s website at http://www.sec.gov, for a discussion of risks and uncertainties that could cause actual results to differ from those in such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. All forward-looking statements in this Current Report on Form 8-K are qualified in their entirety by these cautionary statements. Except as required by law, the Company undertakes no obligation and does not intend to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise.

Item 9.01	Exhibits.

(d)            Exhibits.

Exhibit No.	Description
10.1†	Termination<br> Agreement, dated as of April 25, 2025, by and among Amplify Energy Corp., Amplify DJ Operating LLC, Amplify PRB Operating LLC,<br> North Peak Oil & Gas, LLC, Century Oil and Gas Sub-Holdings, LLC, Juniper Capital Advisors, L.P. and the Specified Company<br> Entities signatories thereto.
99.1	Press<br> Release, dated April 25, 2025
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

† Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10). The Company hereby agrees to furnish a copy of any omitted portion to the SEC upon request.

SIGNATURES

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

Date:       April 25, 2025

AMPLIFY ENERGY CORP.
By:	/s/ Martyn Willsher
	Name: Martyn Willsher
	Title: President and Chief Executive Officer

Exhibit 10.1

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (this “Agreement”), dated April 25, 2025, is by and among Amplify Energy Corp., a Delaware corporation (“Parent”), Amplify DJ Operating LLC, a Delaware limited liability company (“First Merger Sub”), Amplify PRB Operating LLC, a Delaware limited liability company (“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, solely for the purposes set forth therein, Juniper Capital Advisors, L.P., a Delaware limited partnership (the “Members’ Representative”), and each of the Specified Company Entities listed on the signature pages hereto (the “Specified Company Entities”). Each of Parent, First Merger Sub, Second Merger Sub, NPOG, COG, the Members’ Representative and the Specified Company Entities are referred to herein, collectively, as the “Parties” and each, a “Party”. Capitalized terms used but not defined herein have the respective meanings given to them in the Merger Agreement (as defined below).

WHEREAS, the Parties entered into that certain Agreement and Plan of Merger, dated as of November January 14, 2025 (as amended by Amendment No. 1, dated April 14, 2025, the “Merger Agreement”); and

WHEREAS, the respective governing bodies of the Parties have determined that it is in the best interest of their respective companies and equityholders to terminate the Merger Agreement.

NOW, THEREFORE, in consideration of the covenants and agreements herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

1.            Termination.  Pursuant to Section 8.1(a) of the Merger Agreement, the Parties hereby agree that the Merger Agreement, including all schedules and exhibits thereto, and any ancillary agreements contemplated thereby or entered into pursuant thereto (collectively, the “Transaction Documents”), are hereby terminated effective immediately as of the date hereof (the “Termination Time”) and, notwithstanding anything to the contrary in the Transaction Documents, including Section 8.3 of the Merger Agreement, the Transaction Documents are terminated in their entirety and shall be of no further force or effect whatsoever (the “Termination”); provided, however, that the Confidentiality Agreement, dated as of October 19, 2023, between Parent and Juniper Capital Investments LLC, as amended, shall remain in full force and effect in accordance with its terms until the date on which Parent files its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

2.            Disclosure. The Parties will not, and each Party will cause its Representatives not to, issue any public announcements or make other public disclosures regarding the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby, without the prior written approval of each other Party; provided, however, that a Party or its Representatives may issue a public announcement or other public disclosures (a) required by Law or the rules of any stock exchange upon which such Party’s or its parent entity’s capital stock is traded and (b) regarding the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby that is consistent with prior disclosure in press releases or public statements previously approved by the other Parties or made by any Party in compliance with this Section 2; provided that such Party uses commercially reasonable efforts to afford the other Parties an opportunity to first review the content of the proposed disclosure and provide reasonable comments regarding same; provided, further, that this Section 2 shall not be deemed to restrict in any manner a Party’s ability to (i) disclose information concerning the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby in connection with any dispute between the Parties regarding the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby and (ii) communicate with its employees. Notwithstanding the foregoing, the Members’ Representative will be allowed to disclose the terms of the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby without the consent of Parent or any other Party to their respective members (who may disclose to their direct and indirect investors) and other types of information that are customary for private equity funds to provide their respective members, limited partners and partners.

3.            Expense Reimbursement.  Parent agrees to pay the Acquired Companies an amount equal to $800,000 as payment of Company Expenses (the “Company Expense Payment”) concurrently with the execution of this Agreement, by wire transfer of immediately available funds to the account designated in writing by the Acquired Companies as specified on Exhibit A hereto. The Parties acknowledge and agree that, notwithstanding anything to the contrary in the Merger Agreement (including Section 8.4 of the Merger Agreement), the Company Expense Payment will be the only fee or reimbursement due and payable to any Party in connection with the Termination and no Parent Termination Fee, Company Termination Fee or Parent Expense payment is due to any Party in connection with the Termination.

4.            Mutual Release; Disclaimer of Liability.  Each of the Parties, each on behalf of itself and each of its respective successors, Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, stockholders and advisors and the heirs, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Law, hereby fully release, forever discharge and covenant not to sue any other Party, any of their respective successors, Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, stockholders and advisors and the heirs, successors and assigns of each of them (collectively the “Releasees”), from and with respect to any and all liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) (“Claims”), howsoever arising, whether based on any Law or right of action, known or unknown, mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of or related to the Transaction Documents or the transactions contemplated therein or thereby. The release contemplated by this Section 3 is intended to be as broad as permitted by Law and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in Law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including the Termination Time.  Notwithstanding the foregoing, nothing in this Section 3 shall (i) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement or (ii) constitute a release by any Party for any Claim arising under this Agreement.

5.            Representations and Warranties.  Each Party represents and warrants to the other Parties that: (i) such Party has all requisite corporate power and authority to enter into this Agreement and to take the actions contemplated hereby; (ii) the execution and delivery of this Agreement and the actions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of such Party; and (iii) this Agreement has been duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement by the other Parties hereto, constitutes a legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (ii) subject to principles governing the availability of equitable remedies (regardless of whether that enforceability is considered in a proceeding in equity or at law).

6.            Further Assurances.  Each Party shall, and shall cause its Subsidiaries and Affiliates to, cooperate with each other in the taking of all actions necessary, proper or advisable under this Agreement and applicable Laws to effectuate the Termination.

7.            Third-Party Beneficiaries.  Except for the provisions of Section 3, with respect to which each Releasee is an expressly intended third-party beneficiary thereof, this Agreement is not intended to (and does not) confer on any Person other than the Parties any rights or remedies or impose on any Person other than the Parties any obligations.

8.            Entire Agreement.  This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the Parties or any of them with respect to the subject matter hereof.

9.            Amendments.  Any amendment, modification or waiver of any provision of this Agreement, or any consent to departure from the terms of this Agreement, shall not be binding unless in writing and signed by the Party or Parties against whom such amendment, modification, waiver or consent is sought to be enforced.

10.            Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law of any other jurisdiction.

11.            Submission to Jurisdiction; Appointment of Agent for Service of Process.  Each of the Parties hereto (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware (the “Chancery Court”) or, if, but only if, the Chancery Court lacks subject matter jurisdiction, any federal court located in the State of Delaware with respect to any dispute arising out of, relating to or in connection with this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (iii) agrees that it will not bring any action arising out of, relating to or in connection with this Agreement or any of the transactions contemplated by this Agreement in any court other than the courts of the State of Delaware, as described above. Nothing in this Section 10 shall prevent any Party from bringing an action or proceeding in any jurisdiction to enforce any judgment of the Chancery Court or any federal court located in the State of Delaware, as applicable. Each Party to this Agreement irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 10 in the manner provided for notices in Section 9.4 of the Merger Agreement.

12.            Waiver of Jury Trial. Each of the Parties hereto waives any right to trial by jury with respect to any action related to or arising out of this Agreement or any of the transactions contemplated hereby.

13.            Specific Performance.  Each Party agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  Each Party agrees that, in the event of any breach or threatened breach by any other Party of any covenant or obligation contained in this Agreement, the non-breaching Party shall be entitled (in addition to any other remedy that may be available to it whether in law or equity, including monetary damages) to (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and (b) an injunction restraining such breach or threatened breach**.**

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above.

NPOG
NORTH<br> PEAK OIL & GAS, LLC
By:	/s/ Edward Geiser
Name: Edward Geiser<br> Title:   Authorized<br> Representative
COG
CENTURY OIL AND GAS SUB-HOLDINGS,<br> LLC
By:	/s/ Edward Geiser
Name: Edward Geiser<br> Title:   Authorized<br> Representative

[Signature Page to Termination Agreement]

PARENT
AMPLIFY ENERGY CORP.
By:	/s/ Martyn Willsher
Name: Martyn Willsher<br> Title:   President and Chief Executive Officer
FIRST MERGER SUB
AMPLIFY DJ OPERATING LLC
By:	/s/ Martyn Willsher
Name: Martyn Willsher<br> Title:   President and Chief Executive Officer
SECOND MERGER SUB
AMPLIFY PRB OPERATING LLC
By:	/s/ Martyn Willsher
Name: Martyn Willsher<br> Title:   President and Chief Executive Officer

[Signature Page to Termination Agreement]

MEMBERS’ REPRESENTATIVE
JUNIPER CAPITAL ADVISORS, L.P.
By:	/s/<br> Edward Geiser
Name: Edward Geiser<br> Title:   Authorized<br> Representative
SPECIFIED COMPANY ENTITIES
LONGS PEAK RESOURCES, LLC
By:	/s/ Edward Geiser
Name: Edward Geiser<br> Title:   Authorized<br> Representative
NORTH SILO RESOURCES, LLC
By:	/s/ Edward Geiser
Name: Edward Geiser<br> Title:   Authorized<br> Representative
CENTURY OIL AND GAS SOUTH, LLC
By:	/s/ Edward Geiser
Name: Edward Geiser<br> Title:   Authorized<br> Representative
CENTURY OIL AND GAS, LLC
By:	/s/ Edward Geiser
Name: Edward Geiser<br> Title:   Authorized<br> Representative
NAVIGATION POWDER RIVER, LLC
By:	/s/ Edward Geiser
Name: Edward Geiser<br> Title:   Authorized<br> Representative

[Signature Page to Termination Agreement]

PINE HAVEN RESOURCES, LLC
By:	/s/ Edward Geiser
Name: Edward Geiser<br> Title:   Authorized<br> Representative

[Signature Page to Termination Agreement]

Exhibit 99.1

Amplify Energy and Juniper Capital AnnounceTermination of Merger Agreement

HOUSTON, April 25, 2025 – Amplify Energy Corp. (NYSE: AMPY) (“Amplify” or the “Company”) announced today that the Company and Juniper Capital Advisors, L.P. (“Juniper”) have entered into a mutual termination agreement (“Termination Agreement”) to terminate (the “Termination”) the previously announced Agreement and Plan of Merger (the “Merger Agreement”) in light of the extraordinary volatility in the market. In accordance with the terms of the Termination Agreement, Juniper is receiving a cash payment of $800,000 in lieu of any termination fee which might have been otherwise payable pursuant to the Merger Agreement.

In view of the Termination, Amplify also announced its decision to cancel its special meeting of stockholders (the “Special Meeting”) and the withdrawal from consideration by the Company’s stockholders of the proposals set forth in the Company’s definitive proxy statement, as amended, filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2025.

Amplify intends to provide an update on the state of its business, including capital allocation and free cash flow outlook in the current macroeconomic environment, when it announces first quarter earnings. The Company plans to continue to evaluate strategic alternatives to maximize value to stockholders, including potential portfolio optimization strategies.

About Amplify Energy

Amplify Energy Corp. is an independent oil and natural gas company engaged in the acquisition, development, exploitation and production of oil and natural gas properties. Amplify’s operations are focused in Oklahoma, the Rockies (Bairoil), federal waters offshore Southern California (Beta), East Texas / North Louisiana, and the Eagle Ford (Non-op). For more information, visit www.amplifyenergy.com.

Forward-Looking Statements

This press release includes “forward-looking statements.” All statements, other than statements of historical fact, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Terminology such as “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve risks and uncertainties and other factors that could cause the Company’s actual results or financial condition to differ materially from those expressed or implied by forward-looking statements. Risks and uncertainties that could cause actual results to differ from expectations include: the effects of disruption caused by the announcement of the Termination and the Termination making it more difficult to maintain relationships with employees, customers, vendors and other business partners; the risk that stockholder litigation in connection with the contemplated transaction and the Termination may result in significant costs of defense, indemnification and liability; transaction costs; and actual or contingent liabilities. Please read the Company’s filings with the SEC, including “Risk Factors” in the Company’s Annual Report on Form 10-K, and if applicable, the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are available on the Company’s Investor Relations website at https://www.amplifyenergy.com/investor-relations/default.aspx or on the SEC’s website at http://www.sec.gov, for a discussion of risks and uncertainties that could cause actual results to differ from those in such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements in this press release are qualified in their entirety by these cautionary statements. Except as required by law, the Company undertakes no obligation and does not intend to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise.

Contacts

Amplify Energy

Jim Frew -- Senior Vice President and Chief Financial Officer

(832) 219-9044

jim.frew@amplifyenergy.com

Michael Jordan -- Director, Finance and Treasurer

(832) 219-9051

michael.jordan@amplifyenergy.com

FTI Consulting

Tanner Kaufman / Brandon Elliott / Rose Zu

amplifyenergy@fticonsulting.com