Item 5. Other Information
ITEM 5. OTHER INFORMATION.
N o n e .
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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
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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.
**
Furnished as an exhibit to this Quarterly Report on Form 10-Q.
+
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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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
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.