What changed in this filing

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Item 1. Financial Statements

2026-05-11 compared with 2025-11-05 · 145 added, 223 removed, 480 unchanged (43% of the section changed)

3 unchanged sentences

(In thousands, except outstanding shares)

September 30,

Current assets:

19 unchanged sentences

Accrued liabilities (see Note 13)

Short-term derivative instruments

Total current liabilities

Long-term debt (see Note 8)

Asset retirement obligations

Long-term derivative instruments

Operating lease liability

2 unchanged sentences

Commitments and contingencies (see Note 16)

Stockholders' equity (deficit):

Stockholders' equity:

Preferred stock, $ 0.01 par value:

50,000,000 shares authorized;

no shares issued and outstanding at September 30, 2025 and December 31, 2024

no shares issued and outstanding at March 31, 2026 and December 31, 2025

Common stock, $ 0.01 par value:

250,000,000 shares authorized;

40,475,997 and 39,795,138 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

41,288,706 and 40,719,957 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

Accumulated deficit

Total stockholders' equity (deficit)

Accumulated earnings (deficit)

Total stockholders' equity

Total liabilities and equity

4 unchanged sentences

For the Three Months Ended

For the Nine Months Ended

September 30,

Oil and natural gas sales

6 unchanged sentences

Depreciation, depletion and amortization

Impairment expense

General and administrative expense

13 unchanged sentences

Net income (loss)

Allocation of net income (loss) to:

Net income (loss) available to common stockholders

Net income (loss) allocated to participating securities

Net income (loss) available to Amplify Energy Corp.

Earnings (loss) per share:

7 unchanged sentences

(In thousands)

For the Nine Months Ended

September 30,

For the Three Months Ended

Cash flows from operating activities:

2 unchanged sentences

Depreciation, depletion and amortization

Impairment expense

Loss (gain) on derivative instruments

7 unchanged sentences

Amortization and write-off of deferred financing costs

Bad debt expense

Changes in operating assets and liabilities:

7 unchanged sentences

Additions to restricted investments

Proceeds from the sale of oil and natural gas properties

Proceeds from the sale of other oil and natural gas properties

Net cash used in investing activities

2 unchanged sentences

Payments on Revolving Credit Facility

Deferred financing costs

Shares withheld for taxes

5 unchanged sentences

AMPLIFY ENERGY CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)

5 unchanged sentences

Balance at March 31, 2026

Net income (loss)

Share-based compensation expense

Shares withheld for taxes

Balance at June 30, 2025

Net income (loss)

Share-based compensation expense

Shares withheld for taxes

Balance at September 30, 2025

Stockholders' Equity (Deficit)

Stockholders' Equity

Balance at December 31, 2024

3 unchanged sentences

Balance at March 31, 2025

Net income (loss)

Share-based compensation expense

Shares withheld for taxes

Balance at June 30, 2024

Net income (loss)

Share-based compensation expense

Shares withheld for taxes

Balance at September 30, 2024

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

7 unchanged sentences

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.

The Company’s oil and natural gas properties were located in large, mature oil and natural gas reservoirs.

The Company’s properties historically consisted primarily of operated and non-operated working interests in producing and undeveloped leasehold acreage and working interests in identified producing wells.

The Company divested its assets in Oklahoma, East Texas/North Louisiana and the Eagle Ford (non-op) during the year ended December 31, 2025.

As of March 31, 2026, the Company’s properties consist of its Bairoil and Beta oil and NGL producing properties.

The oil properties are located in mature oil reservoirs.

As of March 31, 2026, the Company is the operator of record for properties containing 100 % of its total estimated proved reserves.

Basis of Presentation

9 unchanged sentences

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

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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”).

3 unchanged sentences

There have been no changes to the Company’s significant accounting policies as described in the Company’s annual financial statements included in its 2025 Form 10-K.

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.

4 unchanged sentences

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.

Adoption of the update is not expected to 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.

9 unchanged sentences

Disaggregation of Revenue

The Company has identified three material revenue streams in its business:

The Company historically identified three material revenue streams in its business:

oil, natural gas and NGLs.

Starting in 2026, the Company identified one material revenue stream in its business:

The following table presents the Company’s revenues disaggregated by revenue stream.

For the Three Months Ended

For the Nine Months Ended

September 30,

(In thousands)

Natural gas (2)

Oil and natural gas sales

NGLs produced in Bairoil are treated as condensate and reflected within the commodity line for oil.

Revenues for the three months ended March 31, 2026 included post-divestiture accrual true-ups related to the Company’s East Texas and Oklahoma assets divestitures that were completed during the fourth quarter of 2025, which negatively impacted revenues for the period.

The Company did not have any revenue sales related to natural gas and NGLs for the three months ended March 31, 2026 and therefore the revenues for the period are not indicative of ongoing commodity sales from retained assets.

Contract Balances

1 unchanged sentence

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 $ 26.5 million at September 30, 2025 and $ 28.5 million at December 31, 2024.

Accounts receivable attributable to the Company’s revenue contracts with customers were $ 9.0 million at March 31, 2026, $ 23.0 million at December 31, 2025 and $ 28.5 million at December 31, 2024.

Transaction Price Allocated to Remaining Performance Obligations

For the Company’s contracts that have a contract term greater than one year , the Company has utilized the practical expedient in ASC 606, which states that a company is not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation.

Under the Company’s contracts, each unit of product delivered to the customer represents a separate performance obligation;

therefore, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required.

For the Company’s contracts that have a contract term of one year or less, the Company has utilized the practical expedient in ASC 606, which states that a company is not required to disclose the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.

Acquisitions and Divestitures

Sale of Non-Operated Eagle Ford Assets

On July 1, 2025, OLLC entered into a definitive agreement (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”).

The Asset Sale closed simultaneously with the execution and delivery of the Purchase and Sale Agreement on July 1, 2025.

Upon the Asset Sale, Amplify no longer holds any assets in the Eagle Ford.

The Purchase and Sale Agreement became effective as of June 15, 2025.

The Company recognized an impairment expense of approximately $ 8.4 million for the nine months ended September 30, 2025 in connection with the divestiture.

2026 Acquisitions and Divestitures

No acquisition or divestiture activity occurred during the three months ended March 31, 2026.

2025 Divestitures

As discussed in Note 1 above, the Company completed several divestiture transactions during 2025.

During the first quarter of 2025, the Company completed an East Texas Haynesville monetization transaction for total net proceeds of $ 6.3 million, as further described below.

Subsequent to March 31, 2025, the Company completed additional divestiture transactions, including another East Texas Haynesville monetization in May 2025 and the disposition of other assets later in the year.

The dispositions did not qualify as discontinued operations.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As a result of the divestitures, as of March 31, 2026, the Company no longer held any assets in the East Texas/North Louisiana, Oklahoma, or Eagle Ford (non-op) areas.

East Texas Haynesville Monetization

3 unchanged sentences

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 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.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company sold its remaining 10 % interest in those units with rights in the Cotton Valley and Haynesville basins during the fourth quarter of 2025.

Contemplated Merger with Juniper Capital

6 unchanged sentences

For the Three Months Ended

For the Nine Months Ended

September 30,

Cost incurred related to the contemplated merger with Juniper Capital

Cost incurred related to the East Texas and Oklahoma divestitures

Other acquisition and divestitures expenses

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Measurements of Financial Instruments

4 unchanged sentences

All the derivative instruments reflected on the accompanying Unaudited Condensed Consolidated Balance Sheets were considered Level 2.

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 September 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.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 September 30, 2025 and December 31, 2024 were based on estimated forward commodity prices.

The fair market values of the derivative financial instruments reflected on the accompanying Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 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 September 30, 2025 and December 31, 2024 for each of the fair value hierarchy levels:

Fair Value Measurements at September 30, 2025

The following tables present the gross derivative assets and liabilities that are measured at fair value on a recurring basis at March 31, 2026 and December 31, 2025 for each of the fair value hierarchy levels:

Fair Value Measurements at March 31, 2026

Quoted Prices in

8 unchanged sentences

Total liabilities

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Measurements at December 31, 2025

10 unchanged sentences

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

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

8 unchanged sentences

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).

o The Company recorded an impairment expense of $ 34.0 million and $ 42.5 million for the three and nine months ended September 30, 2025, respectively.

The Company recognized an impairment charge due to the carrying value of the assets exceeding the fair market value of the assets.

o No impairment expense was recorded on proved oil and natural gas properties during the three and nine months ended September 30, 2024.

o No impairment expense was recorded on proved oil and natural gas properties during the three months ended March 31, 2026 and 2025.

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.

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 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.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

Market risk is the risk that the price of oil will change, either favorably or unfavorably, in response to changing market conditions.

Credit risk is the risk of loss from non-performance 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.

4 unchanged sentences

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 $ 11.3 million against amounts outstanding under the Revolving Credit Facility at September 30, 2025.

See Note 8 for additional information regarding the Company’s Revolving Credit Facility.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Commodity Derivatives

1 unchanged sentence

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 September 30, 2025, the Company had the following open commodity positions:

Natural Gas Derivative Contracts:

Fixed price swap contracts:

Average monthly volume (MMBtu)

The Company also enters into oil derivative contracts indexed to NYMEX-WTI and ICE Brent.

At March 31, 2026, the Company had the following open commodity positions:

Crude Oil Derivative Contracts:

Fixed price swap contracts (WTI):

Average monthly volume (Bbls)

Weighted-average fixed price

Fixed price swap contracts (ICE Brent) :

Average monthly volume (Bbls)

Weighted-average fixed price

Collar contracts:

Two-way collars

Average monthly volume (MMBtu)

Two-way collars (WTI)

Average monthly volume (Bbls)

Weighted-average floor price

Weighted-average ceiling price

Crude Oil Derivative Contracts:

Fixed price swap contracts:

Two-way collars (ICE Brent)

Average monthly volume (Bbls)

Weighted-average fixed price

Weighted-average floor price

Weighted-average ceiling price

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 September 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.

September 30,

Balance Sheet Location

16 unchanged sentences

Long-term derivative instruments

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Loss (Gain) on Derivative Instruments

3 unchanged sentences

For the Three Months Ended

For the Nine Months Ended

Statements of

September 30,

Operations Location

3 unchanged sentences

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 nine months ended September 30, 2025 (in thousands):

The following table presents the changes in the asset retirement obligations for the three months ended March 31, 2026 (in thousands):

Asset retirement obligations at beginning of period

7 unchanged sentences

Asset retirement obligations - long-term portion

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Long-Term Debt

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

September 30,

(In thousands)

Revolving Credit Facility (1)

Total long-term debt

(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.

The Company had no debt outstanding at March 31, 2026 and December 31, 2025.

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 September 30, 2025, was $ 123.0 million.

As of September 30, 2025, the borrowing base under the facility was $ 135.0 million with elected commitments of $ 135.0 million.

The Revolving Credit Facility is guaranteed by the Company and all of its material subsidiaries and secured by substantially all of their assets.

On December 31, 2025, OLLC entered into the Borrowing Base Redetermination, Commitment Increase and Second Amendment to the Credit Agreement (the “Second Amendment”), among OLLC, Acquisitionco, the guarantors party thereto, the lenders party thereto and Citizens Bank, N.A., as administrative agent for the lenders.

The Second Amendment amended the Revolving Credit Facility to, among other things:

(i) set the Borrowing Base at $ 25.0 million, with elected commitments of $ 15.0 million and (ii) extend the maturity date under the Revolving Credit Facility to December 31, 2028.

Immediately prior to entering into the Second Amendment, KeyBank, National Association resigned as administrative agent under the Revolving Credit Facility and was replaced by Citizens Bank, N.A.

As of March 31, 2026, the borrowing base under the facility was $ 25.0 million with elected commitments of $ 15.0 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.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

● A maturity date of July 31, 2027;

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

● A maturity date of December 31, 2028;

● 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.

4 unchanged sentences

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;

● 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.

On May 29, 2025, the Company completed the spring redetermination which affirmed the borrowing base at $ 145.0 million.

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

As of September 30, 2025, the Company was in compliance with all the financial covenants (current ratio and total leverage ratio) and nonfinancial covenants associated with the Revolving Credit Facility.

● Minimum hedging requirements ranging from 25 % to 75 % depending on availability under the Revolving Credit Facility, of the reasonably projected monthly production of hydrocarbons from proved developed producing reserves for the 12-month period immediately following the date of determination.

As of March 31, 2026, the Company was in compliance with all the financial covenants (current ratio and total leverage ratio) and non-financial covenants associated with the Revolving Credit Facility.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Weighted-Average Interest Rates

1 unchanged sentence

For the Three Months Ended

For the Nine Months Ended

September 30,

Revolving Credit Facility

Letters of Credit

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

At March 31, 2026, 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 $ 2.2 million at September 30, 2025.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unamortized deferred financing costs associated with the Company’s Revolving Credit Facility were $ 0.9 million at March 31, 2026.

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 nine months ended September 30, 2025:

The following is a summary of the changes in the Company’s Common Stock issued for the three months ended March 31, 2026:

Balance, December 31, 2025

2 unchanged sentences

Shares withheld for taxes (1)

Balance, September 30, 2025

Balance, March 31, 2026

(1) Represents the net settlement on vesting of restricted stock to satisfy tax withholding requirements.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Earnings (Loss) per Share

1 unchanged sentence

For the Three Months Ended

For the Nine Months Ended

September 30,

Net income (loss)

6 unchanged sentences

Net earnings (loss) per share:

(1) The Company excluded 423,257 and 248,775 restricted stock units from the diluted weighted-average common shares outstanding for the three months ended March 31, 2026 and 2025, respectively, because their effect was anti-dilutive.

Long-Term Incentive Plans

5 unchanged sentences

The 2024 EIP is administered by the board of directors of the Company.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Restricted Stock Units

5 unchanged sentences

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 September 30, 2025, TSU grants are accounted for as equity-classified awards.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2026, 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 $ 6.3 million at September 30, 2025.

The unrecognized cost associated with the TSUs was $ 5.7 million at March 31, 2026.

The Company expects to recognize the unrecognized compensation cost for these awards over a weighted average period of approximately 2.2 years.

3 unchanged sentences

TSUs outstanding at December 31, 2025

TSUs outstanding at September 30, 2025

TSUs outstanding at March 31, 2026

(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 nine months ended September 30, 2025 was $ 4.9 million based on a grant-date market price ranging from $ 3.28 per share to $ 5.34 per share.

(2) The aggregate grant-date fair value of TSUs issued for the three months ended March 31, 2026 was $ 3.4 million based on a grant-date market price at $ 5.02 per share.

Restricted Stock Units with Market and Service Vesting Conditions

9 unchanged sentences

The three-year performance period for the 2026 awards is January 1, 2026 through December 31, 2028.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In connection with Mr.

5 unchanged sentences

Compensation costs related to PSU awards are recorded as general and administrative expense.

The unrecognized cost associated with PSU awards was $ 3.4 million at September 30, 2025.

The unrecognized cost associated with PSU awards was $ 2.6 million at March 31, 2026.

The Company expects to recognize the unrecognized compensation cost for PSU awards over a weighted-average period of approximately 2.2 years.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The below table reflects the ranges for the assumptions used in the Monte Carlo model for the 2026 PSUs:

7 unchanged sentences

PSUs outstanding at December 31, 2025

PSUs outstanding at September 30, 2025

PSUs outstanding at March 31, 2026

(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 nine months ended September 30, 2025 was $ 3.8 million based on a calculated fair value price ranging from $ 3.68 to $ 7.05 per share.

(2) The aggregate grant-date fair value of PSUs issued for the three months ended March 31, 2026 was $ 1.4 million based on a calculated fair value price at $ 6.86 per share.

Compensation Expense

1 unchanged sentence

For the Three Months Ended

For the Nine Months Ended

September 30,

Share-based compensation costs

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

4 unchanged sentences

Additionally, the Company elected the short-term practical expedient to exclude leases with a term of twelve months or less.

For the quarter ended September 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.

For the quarter ended March 31, 2026, 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.

2 unchanged sentences

The Company uses a reasonable market interest rate for its office equipment and vehicle leases.

For the nine months ended September 30, 2025 and 2024, the Company recognized approximately $ 1.6 million and $ 1.5 million, respectively, of costs relating to the operating leases in the Unaudited Condensed Consolidated Statements of Operations.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2026 and 2025, the Company recognized approximately $ 0.4 million and $ 0.6 million, respectively, of costs relating to the operating leases in the Unaudited Condensed Consolidated Statements of Operations.

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

For the Nine Months Ended

September 30,

For the Three Months Ended

(In thousands)

2 unchanged sentences

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

September 30,

(In thousands)

4 unchanged sentences

Total lease liability

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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):

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

September 30,

Weighted average remaining lease term (years):

Office and warehouse space

Office equipment

Weighted average discount rate:

Office and warehouse space

Office equipment

AMPLIFY ENERGY CORP.

3 unchanged sentences

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

September 30,

Accrued lease operating expense

Accrued capital expenditures

Accrued lease operating expense

Accrued general and administrative expense

Accrued production and ad valorem tax

Accrued commitment fee and other expense

Operating lease liability

Asset retirement obligations

Accrued interest payable

Accrued liability - pipeline incident

Accrued current income tax payable

Accrued severance expense

Accrued commitment fee and other expense (1)

Accrued liabilities

Accrued commitment fee and other expense at March 31, 2026 included post-divestiture accrual true-ups related to the Company’s East Texas and Oklahoma assets divestitures that were completed during the fourth quarter of 2025.

Accounts Receivable

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

September 30,

Oil and natural gas receivables

Insurance receivable - pipeline incident

Joint interest owners and other

Other accounts receivable

Total accounts receivable

allowance for doubtful accounts

allowance for credit losses

Total accounts receivable, net

1 unchanged sentence

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

For the Nine Months Ended

September 30,

For the Three Months Ended

Supplemental cash flows:

Cash paid for interest, net of amounts capitalized

Cash paid for taxes

Noncash investing and financing activities:

Increase (decrease) in capital expenditures in payables and accrued liabilities

Supplemental non-cash activity:

Increase (decrease) in capital expenditures included in accrued liabilities

AMPLIFY ENERGY CORP.

2 unchanged sentences

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 nine months ended September 30, 2025 and 2024.

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 months ended March 31, 2026 and 2025.

Segment Reporting

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Our significant segment expenses and other segment items are derived from and can be found within the Unaudited Consolidated Statement of Operations.

The measure of segment assets is reported on the Unaudited Condensed Consolidated Balance Sheet as total assets and the measure of capital expenditures is reflected in the Unaudited Condensed Consolidated Statement of Cash Flows.

The following table provides financial information with respect to the Company’s single reportable segment for the periods indicated below:

For the Three Months Ended

For the Nine Months Ended

September 30,

(In thousands)

16 unchanged sentences

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 September 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 $ 3.5 million in connection with the Contemplated Mergers and the Termination.

At March 31, 2026 and December 31, 2025, the Company had no environmental reserves recorded in its Unaudited Condensed Consolidated Balance Sheet.

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 2025 Form 10-K, except with respect to that disclosed below.

On September 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 nine months ended September 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.

Excluding the costs associated with the resolution of the federal and state matters discussed in the 2025 Form 10-K, for the three months ended March 31, 2026, the Company incurred legal fees, loss load and other non-reimbursable expenses of less than $ 0.1 million that are classified as “Pipeline Incident Loss” on the Company’s Unaudited Condensed Consolidated Statements of Operations.

For more information, please see the 2025 Form 10-K.

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The obligation to fund ceases when the aggregate value of the account reaches $ 4.3 million.

As of September 30, 2025, the account balance included in restricted investments was approximately $ 4.6 million.

As of March 31, 2026, the account balance included in restricted investments was approximately $ 4.7 million.

Supplemental Bond for Decommissioning Liabilities Trust Agreement

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The Company supports its decommissioning obligation with $ 161.3 million of A-rated surety bonds.

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 September 30, 2025 (in thousands):

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The below table outlines the updated funding commitment for these agreements at March 31, 2026 (in thousands):

Payment Due by Period

6 unchanged sentences

(1) The remaining payments will be made during the years 2030 through 2042.

As of September 30, 2025, the Company has funded $ 33.1 million into the escrow accounts which is reflected in “Restricted investments” on the Unaudited Condensed Consolidated Balance Sheet.

The Company’s current income tax benefit (expense) was $ 0.1 million and ($ 0.4 ) million for the three and nine months ended September 30, 2025.

The Company’s current income tax benefit (expense) was ($ 0.4 ) million and ($ 2.4 ) million for the three and nine months ended September 30, 2024, respectively.

The Company’s deferred income tax benefit (expense) was $ 9.2 million and $ 9.3 million for the three and nine months ended September 30, 2025, respectively.

The Company’s deferred income tax benefit (expense) was ($ 5.7 ) million and ($ 3.1 ) million for the three and nine months ended September 30, 2024, respectively.

The effective tax rates for the three and nine months ended September 30, 2025 were 30.8 % and 30.5 %, respectively.

The effective tax rates for the three and nine months ended September 30, 2024 were both 21.1 %.

As of March 31, 2026, the Company has funded $ 38.1 million into the escrow accounts which is reflected in “Restricted investments” on the Unaudited Condensed Consolidated Balance Sheet.

The Company’s current income tax benefit (expense) was $ 0.0 million and less than ($ 0.1 ) million for the three months ended March 31, 2026 and 2025, respectively.

The Company’s deferred income tax benefit (expense) was $ 11.6 million and $ 1.5 million for the three months ended March 31, 2026 and 2025, respectively.

The effective tax rates for the three months ended March 31, 2026 and 2025 were 23.3 % and 20.8 %, respectively.

The difference between the statutory U.S.

federal income tax rate of 21 % and the effective tax rate for the three and nine months ended September 30, 2025 was primarily attributable to increased estimated marginal well production credits and higher book losses for 2025.

federal income tax rate of 21 % and the effective tax rate for the three months ended March 31, 2026 was primarily attributable to vested stock compensation and unrealized hedging book losses for 2026.

Both items represent negative income drivers and moved in the same direction, resulting in an effective tax rate that exceeded the statutory rate.

The difference between the statutory U.S.

federal income tax rate of 21 % and the effective tax rate for the three and nine months ended September 30, 2024 was caused by higher state taxes, partially offset by marginal well tax credits pursuant to Section 45I of the Internal Revenue Code and a windfall tax benefit from stock compensation.

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 still 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.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

federal income tax rate of 21 % and the effective tax rate for the three months ended March 31, 2025 was primarily due to vested stock compensation.

Subsequent Events

East Texas Haynesville Monetization

On October 2, 2025, the Company entered into a purchase and sale agreement to sell its remaining interest in certain units with rights in the Cotton Valley and Haynesville basins in Harrison County, Texas, generating $ 5.5 million in net proceeds from the transactions.

The sale closed on October 24, 2025 and has an effective date of October 1, 2025.

EQV Purchase and Sale Agreement

On October 28, 2025, OLLC and Magnify Energy Services LLC, a Delaware limited liability company and indirect, wholly owned subsidiary of the Company (“Magnify” and together with OLLC, the “EQV Sellers”), entered into a purchase and sale agreement (the “EQV Purchase and Sale Agreement”) with EQV Alpha LLC, a Delaware limited liability company (“Alpha”), pursuant to which the EQV Sellers sold to Alpha certain assets of the EQV Sellers, which include, among other things, the EQV Sellers’ right, title and interest in and to certain specified oil and gas Properties and Equipment (each as defined in the EQV Purchase and Sale Agreement) within or related to certain designated lands in East Texas and Louisiana (the “EQV Asset Sale”) for a cash purchase price of $ 122.0 million, which remains subject to customary adjustments under the EQV Purchase and Sale Agreement.

The EQV Asset Sale contemplated by the EQV Purchase and Sale Agreement is expected to close in December 2025 with an effective date of October 1, 2025.

Revolution Purchase and Sale Agreement

On November 4, 2025, Amplify Oklahoma Operating LLC, a Delaware limited liability company and indirect, wholly owned subsidiary of the Company (“Amplify Oklahoma”), Magnify (together with Amplify Oklahoma, the “Revolution Sellers”) and OLLC, for certain limited purposes, entered into a purchase and sale agreement (the “Revolution Purchase and Sale Agreement”) with Revolution Resources III, LLC, a Delaware limited liability company (“Revolution”), pursuant to which the Revolution Sellers sold to Revolution certain assets of the Revolution Sellers, which include, among other things, the Revolution Sellers’ right, title and interest in and to certain specified oil and gas Properties and Equipment (each as defined in the Revolution Purchase and Sale Agreement) within or related to certain designated lands in Oklahoma (the “Revolution Asset Sale”) for a cash purchase price of $ 92.5 million, which remains subject to customary adjustments under the Revolution Purchase and Sale Agreement.

The Revolution Asset Sale contemplated by the Revolution Purchase and Sale Agreement is expected to close in December 2025 with an effective date of October 1, 2025.

Beta Royalty Relief

On, April 30, 2026, the Bureau of Safety and Environmental Enforcement (“BSEE”) informed the Company that it had been approved for End-of-Life Royalty Relief for the Company’s interests in three Pacific Outer Continental Shelf blocks (P-300, P-0301, and P-0306), referred to as the Beta unit in the Beta Field located in federal waters approximately 11 miles offshore from the Port of Long Beach, California.

The royalty relief is effective beginning May 1, 2026 for the Beta leases.

On the Company’s two primary producing leases, the royalty rate was reduced from approximately 25 % to 12.5 %, and on the third lease, the royalty rate was reduced from 16.67 % to 8.33 %.

Royalty relief rates will be suspended in months in which the rolling 12 -month weighted average NYMEX oil and Henry Hub gas price exceeds $ 79.65 per BOE, which represents a 25 % premium to the average realized price recognized by the Company during the qualification period.

Royalty relief will end in the event that the rolling 12 -month weighted average commodity prices exceed $ 79.65 per BOE, or if monthly production doubles the qualifying months’ average for 12 consecutive months.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements