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ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis (“MD&A”) of Financial Condition and Results of Operations should be read in conjunction with the financial statements and related notes in “Item 8. Financial Statements and Supplementary Data” contained herein. 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. Factors that could cause or contribute to such differences are discussed in “Risk Factors” contained in Part I, Item 1A. of this report. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. See “Forward-Looking Statements” in the front of this Annual 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 consist 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 Eagle Ford. Most of our oil and natural gas properties are located in large, mature oil and natural gas reservoirs.

Production and Operation Update

Total production for the Company in 2024 was composed of approximately 43% oil, 39% natural gas and 18% NGLs compared to 37% oil, 45% natural gas and 18% NGLs in 2023. The change in our oil production was primarily related to Beta restarting operations in April 2023 and the development of wells at Beta. We had a decrease of 2% in oil and natural gas sales primarily due to lower volumes. Average realized sales price per Boe was $39.61 for 2024 compared to $38.54 for 2023.

Our total estimated proved reserves decreased to 93.0 MMBoe in 2024 compared to 98.1 MMBoe in 2023. The decrease was primarily due to changes in commodity prices and 2024 production roll off, partially offset by changes in development plans specifically related to Beta.

As of December 31, 2024, we are the operator of record for properties containing 92% of our total estimated proved reserves.

Recent Developments

East Texas Haynesville Monetization

In December 2024, we sold certain rights, title and interest in assets located in East Texas to a third party. We recorded a gain of approximately $1.4 million.

In January 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 $6.2 million.

Merger with Juniper Capital

On January 14, 2025, we entered into the Merger Agreement with the Merger Subs, the Acquired Companies, and, solely for the limited purposes set forth in the Merger Agreement, Juniper and the Specified Company Entities set forth on Annex A thereto, pursuant to which, at the Effective Time, (a) NPOG will merge with and into First Merger Sub, with NPOG surviving the merger as an indirect, wholly owned subsidiary of the Company and (b) COG will 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.

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, all of the issued and outstanding limited liability company interests of each of the Acquired Companies will automatically be converted into the right to receive the Aggregate Merger Consideration. Following the Effective Time, the Company's existing stockholders and the Acquired Companies' existing equityholders are expected to own approximately 61% and 39%, respectively, of the combined company's outstanding equity.

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Mr. Christopher W. Hamm will serve as Chairman of the Board, and Mr. Martyn Willsher will continue to serve as the Chief Executive Officer of the Company after the Effective Time. The Merger Agreement provides that the Board will consist of the following seven members: Martyn Willsher, Christopher W. Hamm, Deborah G. Adams, James E. Craddock, Vidisha Prasad, Edward Geiser and Josh Schmidt. Further, Josh Schmidt will be appointed as Chairman of the Compensation Committee, and Edward Geiser will be appointed as a member of the Nominating and Governance Committee.

The Merger Agreement contains customary representations, warranties and covenants of the Company and the Acquired Companies, including covenants relating to the conduct of the business of both the Company and the Acquired Companies from the date of signing the Merger Agreement through the Closing, obtaining the requisite approval of the stockholders of the Company and maintaining the listing of the Common Stock on the NYSE. Under the terms of the Merger Agreement, the Company has also agreed not to solicit from any person an acquisition proposal for the Company.

In connection with the Mergers, the Company will seek the approval of the Company’s stockholders of the Stock Issuance Proposal. The Board has agreed to recommend the approval of the Stock Issuance Proposal to our stockholders and to solicit proxies in support of the approval of the Stock Issuance Proposal at a meeting of the stockholders (the “Stockholders Meeting”) to be held for that purpose.

The Closing is subject to various customary closing conditions, including, among other things, (a) the receipt of approval of the Stock Issuance Proposal by the affirmative vote of at least a majority of the votes cast in person or represented by proxy at the Stockholders Meeting by the holders of Common Stock entitled to vote thereon (the “Amplify Stockholder Approval”), (b) the receipt of certain specified consents, and (c) the approval for listing by the NYSE for the shares of Common Stock to be issued in connection with the Mergers.

The Merger Agreement also provides each of the Company and the Acquired Companies with certain termination rights including, among other things, termination: (a) by the Acquired Companies or Amplify Energy if Amplify Energy fails to obtain the Amplify Stockholder Approval; (b) by Amplify Energy or the Acquired Companies, if Amplify Energy or either of the Acquired Companies breaches or fails to perform any of its or their respective representations, warranties or covenants in the Merger Agreement and such breach cannot be or is not timely cured in accordance with the terms of the Merger Agreement and such breach or failure to perform would cause the applicable closing condition not to be satisfied; (c) by the Acquired Companies, in the event the Board effects a Parent Change in Recommendation (as defined in the Merger Agreement) prior to the Amplify Stockholder Approval being obtained or if Amplify Energy is in violation of the covenant to not solicit alternative business combination proposals from third parties in any material respect; or (d) by Amplify Energy, if the Acquired Companies are in violation of the covenant to not solicit alternative business combination proposals from third parties in any material respect.

In the event that a Parent Alternative Proposal (as defined in the Merger Agreement) is publicly submitted or proposed to the Board prior to, and not withdrawn at the time of the Stockholders Meeting, the Merger Agreement is terminated by the Acquired Companies in accordance with clause (b) above or by either Amplify Energy or the Acquired Companies in accordance with clause (a) above or as a result of the failure to close the Mergers on or before July 14, 2025 (the “Outside Date”), and Amplify Energy enters into a definitive agreement with respect to, or consummates, a Parent Alternative Proposal within 12 months following termination of the Merger Agreement, Amplify Energy will be required to pay the Acquired Companies a termination fee of $8,500,000 (the “Amplify Termination Fee”). Amplify Energy will also be required to pay the Acquired Companies the Amplify Termination Fee in the event the Merger Agreement is terminated by the Acquired Companies in accordance with clause (c) above. In the event that Amplify terminates the Merger Agreement in accordance with clause (d) above, the Acquired Companies will be required to (or will cause the Specified Company Entities to) pay Amplify a termination fee of $5,500,000 (the “Acquired Companies’ Termination Fee” and, together with the Amplify Termination Fee, the “Termination Fees”). If the Merger Agreement is terminated by any party in accordance with clause (a) or by the Acquired Companies in accordance with clause (b) above and the Amplify Termination Fee is not otherwise payable in accordance with the terms and conditions of the Merger Agreement, then Amplify Energy will be required to reimburse the Acquired Companies’ incurred expenses, up to a maximum aggregate amount of $800,000. If the Merger Agreement is terminated by Amplify Energy in accordance with clause (b) above and the Acquired Companies’ Termination Fee is not otherwise payable in accordance with the terms and conditions of the Merger Agreement, then the Acquired Companies will be required to (or will cause the Specified Company Entities to) reimburse Amplify Energy’s incurred expenses, up to a maximum aggregate amount of $1,250,000. In addition to the foregoing termination rights, the Merger Agreement may be terminated by either Amplify Energy or the Acquired Companies if the Mergers have not been consummated on or prior to the Outside Date or if a governmental entity issues a final, non-appealable order or decree permanently restraining, enjoining or prohibiting the Mergers. The parties may also mutually agree to terminate the Merger Agreement.

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If the Board effects a Parent Change in Recommendation prior to the Stockholders Meeting, Amplify Energy will, unless the Acquired Companies terminate the Merger Agreement, be required to submit the approval of the Amplify Stock Issuance to a vote of Amplify Energy’s stockholders at the Stockholders Meeting notwithstanding the Parent Change in Recommendation. Neither Amplify Energy nor the Acquired Companies are able to terminate the Merger Agreement in order to accept an alternative business combination proposal.

The Merger Agreement provides that, during the period from the date of the Merger Agreement until the Effective Time, each of Amplify Energy and the Acquired Companies will be subject to certain restrictions on their ability to solicit or respond to alternative business combination proposals from third parties, to provide non-public information to third parties and to engage in discussions with third parties regarding alternative business combination proposals, subject to customary exceptions.

The Merger Agreement contains customary representations, warranties and covenants for a transaction of this nature. The Merger Agreement also contains customary pre-closing covenants, including the obligations of Amplify Energy and the Acquired Companies to conduct their respective businesses in the ordinary course, consistent with past practice, and to refrain from taking certain specified actions without the consent of the other party.

No Offer or Solicitation. This section of the Annual Report relates to a proposed business combination transaction between the Company and the Acquired Companies. This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the business combination transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Important Additional Information Regarding the Mergers Will Be Filed With the SEC. In connection with the proposed Mergers, the Company has filed a definitive proxy statement. The definitive proxy statement will be sent to the stockholders of the Company. The Company may also file other documents with the SEC regarding the Mergers. INVESTORS AND SECURITY HOLDERS OF AMPLIFY ENERGY ARE ADVISED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGERS, THE PARTIES TO THE MERGERS AND THE RISKS ASSOCIATED WITH THE MERGERS. Investors and security holders may obtain a free copy of the definitive proxy statement and other relevant documents filed by Amplify Energy with the SEC from the SEC’s website at www.sec.gov. Security holders and other interested parties will also be able to obtain, without charge, a copy of the definitive proxy statement and other relevant documents (when available) by (1) directing your written request to: 500 Dallas Street, Suite 1700, Houston, Texas or (2) contacting our Investor Relations department by telephone at (832) 219-9044 or (832) 219-9051. Copies of the documents filed by the Company with the SEC will be available free of charge on the Company’s website at http://www.amplifyenergy.com.

Participants in the Solicitation. Amplify Energy and certain of its respective directors, executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of Amplify Energy in connection with the transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise, is included in the definitive proxy statement filed with the SEC. Additional information regarding the Company’s directors and executive officers is also included in Amplify’s Notice of Annual Meeting of Stockholders and 2024 Proxy Statement, which was filed with the SEC on April 5, 2024. These documents are available free of charge as described above.

Industry Trends

For a discussion of how industry trends have affected and may continue to affect our business and financial condition, see the discussion under the heading “Industry Trends” in Part I, Item 1 of this report, as well as the Risk Factors set forth in Part I, Item 1A of this report.

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.

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Production Volumes

Production volumes directly impact our results of operations. For more information about our volumes, see “— Results of Operations” below.

Realized Prices on the Sale of Oil and Natural Gas

We market our oil and natural gas production to a variety of purchasers based on regional pricing. The relative prices of oil and natural gas are determined by the factors impacting global and regional supply and demand dynamics, such as economic conditions, production levels, weather cycles and other events. In addition, realized prices are heavily influenced by product quality and location relative to consuming and refining markets.

Natural Gas. The NYMEX-Henry Hub future price of natural gas is a widely used benchmark for the pricing of natural gas in the United States. The actual prices realized from the sale of natural gas can differ from the quoted NYMEX-Henry Hub price as a result of quality and location differentials. Quality differentials to NYMEX-Henry Hub prices result from: (1) the Btu content of natural gas, which measures its heating value, and (2) the percentage of sulfur, CO2 and other inert content by volume. Natural gas with a high Btu content (“wet” natural gas) sells at a premium to natural gas with low Btu content (“dry” natural gas) because it yields a greater quantity of NGLs. Natural gas with low sulfur and CO2 content sells at a premium to natural gas with high sulfur and CO2 content because of the added cost required to separate the sulfur and CO2 from the natural gas to render it marketable. Wet natural gas may be processed in third-party natural gas plants, where residue natural gas as well as NGLs are recovered and sold. At the wellhead, our natural gas production typically has an average energy content greater than 1,000 Btu. The dry natural gas residue from our properties is generally sold based on index prices in the region from which it is produced.

Location differentials to NYMEX-Henry Hub prices result from variances in transportation costs based on the produced natural gas’ proximity to the major consuming markets to which it is ultimately delivered. Historically, these index prices have generally been at a discount to NYMEX-Henry Hub natural gas prices.

Oil. The NYMEX-WTI futures price is a widely used benchmark in the pricing of domestic and imported oil in the United States. The ICE Brent futures price is a widely used global price benchmark for oil. The actual prices realized from the sale of oil can differ from the quoted NYMEX-WTI price as a result of quality and location differentials. Quality differentials result from the fact that crude oils differ from one another in their molecular makeup, which plays an important part in their refining and subsequent sale as petroleum products. Among other things, there are two characteristics that commonly drive quality differentials: (1) the oil’s API gravity and (2) the oil’s percentage of sulfur content by weight. In general, lighter oil (with higher API gravity) produces a larger number of lighter products, such as gasoline, which have higher resale value and, therefore, normally sells at a higher price than heavier oil. Oil with low sulfur content (“sweet” oil) is less expensive to refine and, as a result, normally sells at a higher price than high sulfur-content oil (“sour” oil).

Location differentials result from variances in transportation costs based on the produced oil’s proximity to the major consuming and refining markets to which it is ultimately delivered. Oil that is produced close to major consuming and refining markets, such as near Cushing, Oklahoma, is in higher demand as compared to oil that is produced farther from such markets. Consequently, oil that is produced close to major consuming and refining markets normally realizes a higher price (i.e., a lower location differential).

The oil produced from our onshore properties is a combination of sweet and sour oil, which varies by location. This oil is typically sold at the NYMEX-WTI price, adjusted for quality and transportation differential, depending primarily on location and purchaser. The oil produced from our offshore properties is heavy and sour oil and was sold based on refiners’ posted prices for California Midway-Sunset for the year ended December 31, 2024. Effective January 1, 2025, offshore production will be sold based on posted prices for ICE Brent.

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Price Volatility. In the past, oil and natural gas prices have been extremely volatile, and we expect this volatility to continue. The following table shows the low and high commodity future index prices for the periods indicated:

High Low

For the Year Ended December 31, 2024:

NYMEX-WTI oil future price range per Bbl $ 86.91 $ 65.75

NYMEX-Henry Hub natural gas future price range per MMBtu $ 3.95 $ 1.58

ICE Brent oil future price range per Bbl $ 91.17 $ 69.19

Commodity Derivative Contracts. Our hedging activities are intended to support oil, natural gas and NGL prices at targeted levels and to manage our exposure to commodity price fluctuations. The covenants in our Revolving Credit Facility require us 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 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 range. 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. The current market conditions may also impact our ability to enter into future commodity derivative contracts.

Principal Components of Cost Structure

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Outlook

Based on our current plans, our capital expenditure program for the full year 2025 is expected to be approximately $70.0 million to $80.0 million. The charts below detail the allocation of capital across our asset base and by investment type based on the midpoint of our 2025 capital expenditure range.

2025 CAPEX by Investment 2025 CAPEX by Area

As has been our historical practice, we will periodically review our capital expenditures throughout the year and may adjust the budget based on commodity prices and other factors. We anticipate funding our 2025 capital program from internally generated cash flow.

Critical Accounting Policies and Estimates

The methods, estimates and judgments we use in applying our critical accounting policies have a significant impact on the results we report in our Consolidated Financial Statements. We evaluate our estimates and judgments on an on-going basis. We base our estimates on historical experience and on assumptions that we believe to be reasonable under the circumstances. Our experience and assumptions form the basis for our judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may vary from what we anticipate and different assumptions or estimates about the future could change our reported results.

Oil and Natural Gas Properties.We use the successful efforts method of accounting for our oil and natural gas properties. Under this method, costs of acquiring properties, costs of drilling successful exploration wells and development costs are capitalized. At the completion of drilling activities, the costs of exploratory wells remain capitalized if a determination is made that proved reserves have been found. If no proved reserves have been found, the costs of each of the related exploratory wells are charged to expense.

We review the carrying value of our oil and natural gas properties, including support equipment for impairments quarterly or when events and circumstances indicate the carrying value of our properties may not be recoverable. Such indications could be the result of downward revisions of the reserve estimates, less than expected production or drilling results, higher operating and development costs, or lower commodity prices. If the carrying value of the property exceeds its estimated undiscounted future cash flows, the carrying amount of the property is reduced to its estimated fair value using Level 3 inputs. The factors used to determine fair value include, but are not limited to, estimates of proved and 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 gas properties.

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We believe accounting for oil and natural gas properties is a critical accounting estimate because the policies discussed above impact the carrying value of our properties and involve significant judgments about the impact of future events on our estimated cash flows. Future events and circumstances currently unknown to us could require future impairments to our properties and materially change the carrying value of our properties.

Oil and Natural Gas Reserves. Proved oil and natural gas reserves are estimated in accordance with the rules established by the SEC and FASB. The rules require that reserve estimates be prepared under existing economic and operating conditions using a trailing 12-month average price with no provision for price and cost escalation in future years except by contractual arrangements. Our reserve estimates are prepared by our reserve engineers and audited by independent engineers.

Our reserve estimates are updated at least annually using geological and reserve data, as well as production performance data. Reserve estimates are inherently imprecise. Accordingly, the estimates are expected to change as more current information becomes available. It is possible that, because of changes in market conditions or the inherent imprecision of reserve estimates, the estimates of future cash inflows, future gross revenues, the amount of oil and natural gas reserves, the remaining estimated lives of oil and natural gas properties, or any combination of the above may be increased or decreased. Increases in recoverable economic volumes generally reduce per unit depletion rates, while decreases in recoverable economic volumes generally increase per unit depletion rates. A decline in proved reserves may result from lower market prices, which may make it uneconomical to drill for and produce higher cost fields. In addition, a decline in proved reserve estimate may impact the outcome of our assessment of oil and natural gas producing properties for impairment. We cannot predict what reserve revisions may be required in future periods.

We believe the estimate of oil and natural gas reserves is a critical accounting estimate because we must periodically reevaluate proved reserves along with estimates of future production rates, production costs and the timing of development expenditures. Future results of operations for any period could be materially affected by changes in our assumptions. Significant changes in these estimates could result in a change to our estimated reserves, which could lead to a material change to our production depletion expense.

Derivative Financial Instruments. Our commodity derivative financial instruments are used to reduce the impact of natural gas and oil price fluctuations. We record our derivative instrument in the balance sheet as either an asset or liability measured at its fair value. Changes in the derivative’s fair value are recognized currently in earnings as we have not elected hedge accounting for any of our derivative positions. Significant changes to the market value of derivative instruments due to the volatility of oil and natural gas prices can have an impact on our financial condition and results of operations.

Contingencies and Insurance Accounting. A provision for legal, environmental and other contingent matters is charged to expense when the loss is probable and the cost or range of cost can be reasonably estimated. Judgment is often required to determine when expenses should be recorded for legal, environmental and contingent matters. Although we are insured against various risks to the extent we believe is prudent, there is no assurance that the nature and amount of such insurance will be adequate, in every case, to indemnify us against liabilities arising from future legal proceedings.

Environmental costs for remediation are accrued when environmental remediation efforts are probable and the costs can be reasonably estimated. 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.

An insurance receivable is recognized when collection of the receivable is deemed probable. Any recognition of an insurance receivable is recorded by crediting and offsetting the original charge. Any differential arising between the insurance recoveries and insurance receivables is recorded as a capitalized cost or as an expense, consistent with its original treatment.

We believe contingencies and insurance accounting is a critical accounting estimate because we must assess the probability of the loss related to the contingency and the expected amount that is covered by insurance.

Income Tax. We use the asset and liability method of accounting for income taxes, under which deferred tax assets and liabilities are recognized for the future tax consequences of (1) temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements and (2) operating loss and tax credit carryforwards.

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In assessing the carrying value of our net deferred tax assets, we consider the realizability of our deferred tax assets each reporting period. The realization of any deferred tax asset is dependent upon the generation of future taxable income sufficient to demonstrate our ability to utilize the deferred tax asset in the period in which the temporary differences become deductible or in a future period prior to expiration. We considered all available evidence, including cumulative historical losses (defined as pre-tax earnings as adjusted for permanent tax adjustment), scheduled reversal of deferred tax liabilities, projected future taxable income and available tax planning strategies. Although we believe our assumptions, judgments and estimates are reasonable, changes in tax laws or our interpretation of tax laws and the resolution of any tax audits could significantly impact the amounts provided for income taxes in our Consolidated Financial Statements. Any increase in the valuation allowance would increase our income tax expense in the Consolidated Statements of Operations.

We believe accounting for income taxes is a critical accounting estimate because the policies discussed above in assessing the carrying value of our net deferred tax assets require estimates and judgements about the impact of future events on our projected taxable income, the results of which can have a material impact on our Consolidated Financial Statements.

In future periods, we may demonstrate cumulative historical losses for the previous three fiscal years, which could significantly impact our need for a valuation allowance. Any increase in the valuation allowance would increase our income tax expense in the Consolidated Statements of Operations.

Revenue Payables in Suspense

In the normal course of business, we undertake efforts to research and resolve the disputes, legal reasons or uncertainties causing revenues of owners of mineral interests in our leases to go into suspense. As resolutions occur, obligations related to revenue payables in suspense are released. For the year ended December 31, 2024, we released $8.4 million of net revenues in suspense as a result of these efforts. The following table presents the impact of releases of revenue payables in suspense to our statements of operations for the year ended December 31, 2024:

For the Year Ended

December 31,

(In thousands)

Oil and natural gas sales $ 4,023

Other revenues 4,829

Severance tax and other deducts (433)

Total net revenue $ 8,419

Production volumes:

Oil (MBbls) 33

NGLs (MBbls) 31

Natural gas (MMcf) 441

Total (MBoe) 138

Total (MBoe/d) 0.38

Results of Operations

The results of operations for the years ended December 31, 2024 and 2023 have been derived from our Consolidated Financial Statements. The comparability of the results of operations among the periods presented below is impacted by the suspension of operations at our Beta properties for the first half of 2023.

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The table below summarizes certain of the results of operations and period-to-period comparisons for the periods indicated.

For the Year Ended

December 31,

($ In thousands)

Gathering, processing and transportation 18,427 20,808

Depreciation, depletion and amortization 32,586 28,004

General and administrative expense 35,895 32,984

Loss (gain) on commodity derivative instruments 2,047 (40,343)

Litigation settlement — 84,875

Income tax (expense) benefit - current (232) (4,817)

Income tax (expense) benefit - deferred (2,196) 253,796

Oil and natural gas revenues:

Production volumes:

Average net production (MBoe/d) 19.5 20.5

Average realized sales price (excluding commodity derivatives):

Natural gas (per Mcf) 2.13 2.62

Average unit costs per Boe:

Lease operating expense $ 20.01 $ 18.50

Gathering, processing and transportation 2.58 2.78

Taxes other than income 2.92 3.02

General and administrative expense 5.02 4.41

Depletion, depreciation and amortization 4.56 3.74

For the year ended December 31, 2024 compared to the year ended December 31, 2023

Net income of $12.9 million and $392.8 million was recorded for the year ended December 31, 2024 and 2023, respectively.

Oil, natural gas and NGL revenues were $283.0 million and $288.3 million for the year ended December 31, 2024 and 2023, respectively. Average net production volumes were approximately 19.5 MBoe/d and 20.5 MBoe/d for the year ended December 31, 2024 and 2023, respectively. The average realized sales price was $39.61 per Boe and $38.54 per Boe for the year ended December 31, 2024 and 2023, respectively. The increase in the average realized sales price was driven by more oil sales in 2024 due to Beta being online for the full year in 2024 compared to nine months in 2023. Net sales for Beta were $84.8 million for the year ended December 31, 2024 compared to $51.1 million for the year ended December 31, 2023.

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Other revenues were $11.7 million and $19.3 million for the year ended December 31, 2024 and 2023, respectively. For the year ended December 31, 2024, other revenues consisted of iodine sales of $2.4 million, service revenues of $3.1 million with respect to our wholly owned subsidiary, Magnify Energy Services (“Magnify”), and interest income of $0.9 million earned on our sinking fund escrow accounts. Additionally, for the year ended December 31, 2024, we recorded a revenue suspense release of $4.8 million. For the year ended December 31, 2023, other revenues were primarily related to our receipt of LOPI insurance proceeds of $17.9 million, Magnify service revenue of $0.6 million and iodine sales of $0.2 million.

Lease operating expense was $143.0 million and $138.4 million for the year ended December 31, 2024 and 2023, respectively. The change in lease operating expense was primarily driven by higher base lease operating costs due to Beta being online for a full year in 2024 compared to nine months for 2023, offset by a credit received for transportation costs. On a per Boe basis, lease operating expense was $20.01 and $18.50 for the year ended December 31, 2024 and 2023, respectively. The change in lease operating expense on a per Boe basis was mainly due to an additional three months of costs associated with Beta being online for the full year in 2024 compared to nine months in 2023.

Gathering, processing and transportation expenses were $18.4 million and $20.8 million for the year ended December 31, 2024 and 2023, respectively. On a per Boe basis, gathering, processing and transportation expenses were $2.58 and $2.78 for the year ended December 31, 2024 and 2023, respectively. The decrease in gathering, processing and transportation expense was primarily driven by the expiration of the minimum volume commitment fee in Oklahoma (June 2023) and lower volumes.

Taxes other than income were $20.9 million and $22.6 million for the year ended December 31, 2024 and 2023, respectively. On a per Boe basis, taxes other than income were $2.92 and $3.02 for the year ended December 31, 2024 and 2023, respectively. The change in taxes other than income is due to a decrease of $1.6 million in production tax and a decrease in ad valorem tax of $1.3 million, partially offset by an increase in emission charges of $1.2 million.

DD&A expense was $32.6 million and $28.0 million for the year ended December 31, 2024 and 2023, respectively. The change in DD&A expense was primarily driven by the restart of production at Beta.

General and administrative expense was $35.9 million and $33.0 million for the year ended December 31, 2024 and 2023, respectively. The change in general and administrative expense is primarily related to (i) an increase of $1.5 million in stock compensation expense; (ii) an increase of $1.5 million in legal expense related to cost incurred with acquisitions and divestiture activities; and (iii) an increase of $0.4 million in office lease expense related to the early termination of our Oklahoma office lease partially offset by (i) a decrease of $0.3 million in salaries and other payroll benefits, and (ii) a decrease of $0.2 million in professional services.

Net loss (gain) on commodity derivative instruments for the year ended December 31, 2024 was a loss of $2.0 million which consisted of a $20.5 million decrease in the fair value of open positions, partially offset by a $0.8 million of cash settlements received on terminated derivative instruments and $17.6 million in cash settlements received on expired positions. Net gains on commodity derivative instruments of $40.3 million were recognized for the year ended December 31, 2023, consisting of a $47.9 million increase in the fair value of open positions and $0.7 million of cash settlements received on terminated derivative instruments, partially offset by $8.3 million in cash settlements paid on expired positions.

Given the volatility of commodity prices, it is not possible to predict future reported unrealized mark-to-market net gains or losses and the actual net gains or losses that will ultimately be realized upon settlement of the hedge positions in future years. If commodity prices at settlement are lower than the prices of the hedge positions, the hedges are expected to mitigate the otherwise negative effect on earnings of lower oil, natural gas and NGL prices. However, if commodity prices at settlement are higher than the prices of the hedge positions, the hedges are expected to dampen the otherwise positive effect on earnings of higher oil, natural gas and NGL prices and will, in this context, be viewed as having resulted in an opportunity cost.

Pipeline incident loss was $3.9 million and $20.0 million for the year ended December 31, 2024 and 2023. The $3.9 million reflects certain legal defense, loss load and regulatory costs associated with the Incident that are not expected to be recovered under an insurance policy. See Note 17 of the Notes to Consolidated Financial Statements included under “Item 8. Financial Statements and Supplementary Data” of this Annual Report.

Interest expense, net was $14.6 million and $17.7 million for the year ended December 31, 2024 and 2023, respectively. The change resulted from lower outstanding borrowings and amortization and write-off of deferred issuance costs.

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Average outstanding borrowings under our Revolving Credit Facility were $120.9 million and $138.9 million for the year ended December 31, 2024 and 2023, respectively.

Litigation settlement was not recorded for the year ended December 31, 2024 and litigation settlement of $84.9 million was recorded for the year ended December 31, 2023, related to the settlement with the shipping companies and the containerships whose anchors struck the Company’s pipeline. See additional information discussed in Note 17 of the Notes to Consolidated Financial Statements included under “Item 8. Financial Statements and Supplementary Data” of this Annual Report.

Current income tax (expense) benefit was ($0.2) million and ($4.8) million for the year ended December 31, 2024 and 2023, respectively. See additional information discussed in Note 19 of the Notes to Consolidated Financial Statements included under “Item 8. Financial Statements and Supplementary Data” of this Annual Report.

Deferred income tax benefit (expense) was ($2.2) million and $253.8 million for the year ended December 31, 2024 and 2023, respectively. Starting in the first quarter of 2023, we achieved three years of cumulative book income, which allowed the release of the valuation allowance. See additional information discussed in Note 19 of the Notes to Consolidated Financial Statements included under “Item 8. Financial Statements and Supplementary Data” of this Annual Report.

For the year ended December 31, 2023 compared to the year ended December 31, 2022

Information related to the comparison of our discussion of the results of operations for the year ended December 31, 2023, compared to the year ended December 31, 2022, is included in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”) filed with the SEC and is incorporated by reference into this Annual Report.

Non-GAAP Financial Measures

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

We define Adjusted Net Income (Loss) as net income (loss) adjusted for unrealized loss (gain) on commodity derivative instruments, acquisition & divestiture related expenses, unusual and infrequent items, and the income tax expense or benefit of these adjustments using our federal statutory tax rate. Adjusted Net Income (Loss) excludes the impact of unusual and infrequent items affecting earnings that can vary widely and unpredictably, including unrealized derivative gains and losses. 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.

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:

● Income tax expense;

● DD&A;

● Accretion of asset retirement obligations (“AROs”);

● Loss on commodity derivative instruments;

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● Cash settlements received on expired commodity derivative instruments;

● Losses on sale of assets and other, net;

● Share-based compensation expenses;

● Exploration costs;

● Acquisition and divestiture related expenses;

● Amortization of gain associated with terminated commodity derivatives;

● Severance payments;

● Bad debt expense; and

● Other non-routine items that we deem appropriate.

Less:

● Interest income;

● Income tax benefit;

● Gain on expired 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 are required to comply with certain Adjusted EBITDA-related metrics under our Revolving Credit Facility.

We believe that 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 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, management uses Adjusted EBITDA to evaluate actual cash flow, develop existing reserves or acquire additional oil and natural gas properties.

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

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Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss)

For the Year Ended

December 31,

(In thousands)

Adjusted net income (loss) reconciliation:

Acquisition and divestiture related expenses 1,633 219

Non-recurring costs:

Litigation Settlement (1) — (84,875)

Income tax expense (benefit) - deferred (2) 2,196 (253,796)

Gain on sale of properties (1,367) —

Tax effect of adjustments (3) (56) 17,778

(1) In 2023, non-recurring costs included a litigation settlement with the shipping companies and the containerships whose anchors struck the Company’s pipeline.

(2) In 2023, we achieved three years of cumulative book income which resulted in the release of our valuation allowance of $284.9 million.

(3) The federal statutory rates were utilized for all periods presented.

Reconciliation of Net Income (Loss) to Adjusted EBITDA

For the Year Ended

December 31,

(In thousands)

Income tax expense (benefit) - current 232 4,817

Income tax expense (benefit) - deferred 2,196 (253,796)

Losses (gains) on commodity derivative instruments 2,047 (40,343)

(Gain) loss on sale of properties (1,367) —

Share-based compensation expense 6,799 5,280

Acquisition and divestiture related expenses 1,633 219

Litigation settlement — (84,875)

Loss on settlement of AROs 470 1,003

Exploration costs 61 57

Bad debt expense 80 98

LOPI - timing difference — (4,636)

(1) Adjusted EBITDA includes a revenue suspense release of $8.4 million for the year ended December 31, 2024. See “Revenue Payables in Suspense” discussion noted above for additional information.

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Reconciliation of Net Cash from Operating Activities to Adjusted EBITDA

For the Year Ended

December 31,

(In thousands)

Net cash provided by operating activities $ 51,293 $ 141,590

(Gain) loss on sale of property (1,367) —

Litigation settlement — (84,875)

Income tax expense (benefit) - current 232 4,817

Acquisition and divestiture related expenses 1,633 219

Plugging and abandonment cost 1,640 2,239

Amortization and write-off of deferred financing fees (1,233) (1,980)

Exploration costs 61 57

Cash settlements paid (received) on terminated derivatives (793) (658)

LOPI - timing difference — (4,636)

(1) Adjusted EBITDA includes a revenue suspense release of $8.4 million for the year ended December 31, 2024. See “Revenue Payables in Suspense” discussion noted above for additional information.

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. 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. We anticipate funding our 2025 capital program from internally generated cash flow but retain the flexibility to utilize borrowings under debt facilities available to us, and/or to access the debt and equity capital markets. As we pursue reserve and production growth, 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.

Prior to the closing of the Mergers, 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. In connection with the Mergers, we expect to refinance a substantial portion of our outstanding debt and approximately $133 million in principal amount of the Acquired Companies’ outstanding debt. We believe that existing cash and cash equivalents, any positive cash flows from operations and available borrowings under our Revolving Credit Facility following such refinancings made in connection with the Mergers 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.

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There is no guarantee that we will be able to execute a refinancing in connection with the Mergers on favorable terms or at all. If we are unable to complete a sufficient refinancing at all, we may not be able to complete the Mergers. In certain circumstances (described in further detail above in “— Recent Developments — Merger with Juniper Capital”), upon termination of the Merger Agreement, we will be required to pay the Amplify Termination Fee, which could adversely affect our financial condition. For a discussion of risks associated with our liquidity and capital resources related to the Mergers, see “Item 1A. Risk Factors — Risks Related to the Mergers — We expect to refinance substantial indebtedness of the Acquired Companies in connection with the Mergers, which combined with our current debt may limit our financial flexibility and adversely affect our financial results” and “Item 1A. Risk Factors — Risks Related to the Mergers — The Merger Agreement limits our ability to pursue alternatives to the Mergers and may discourage a potential competing acquirer of Amplify Energy, including the payment by Amplify Energy of a Termination Fee.” If the Mergers are not completed, 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. Further, if the Mergers are not completed, 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.

Capital Markets. On January 15, 2024, we entered into the Merger Agreement, pursuant to which we agreed to issue 26,729,315 shares of our Common Stock to Juniper as consideration for all of the outstanding equity of the Acquired Companies. However, such issuance remains subject to stockholder approval. For additional information, see “—Recent Developments.” In connection with the Mergers, we may also evaluate additional capital markets transactions in order to refinance all or a portion of the Acquired Companies’ outstanding indebtedness.

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. The current 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 losses.

Capital Expenditures. Our total capital expenditures were approximately $70.6 million for the year ended December 31, 2024, which were primarily related to the development program at Beta, capital workovers and facilities upgrades at Beta and in Oklahoma and non-operated drilling and completion activities in East Texas and the Eagle Ford.

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.

As of December 31, 2024, we had a working capital deficit (excluding commodity derivatives) of $2.7 million primarily as the result of (i) an accrued liabilities balance of $43.4 million, (ii) an accounts payable balance of $13.2 million, and (iii) a revenue payable balance of $11.5 million, less (i) an accounts receivable balance of $39.7 million and (ii) prepaid expenses and other current assets balance of $25.7 million.

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Debt Agreements

Revolving Credit Facility. On July 31, 2023, OLLC, as borrower, entered into the Revolving Credit Facility. The Revolving Credit Facility is a replacement in full of the prior revolving credit facility, by and among OLLC, Amplify Acquisitionco LLC, a Delaware limited liability company, the guarantors party thereto, the lenders party thereto and KeyBank National Association, as administrative agent (as amended, the “Prior Revolving Credit Facility”). At December 31, 2024, the aggregate principal amount of loans outstanding under the Revolving Credit Facility was $127.0 million.

On October 25, 2024, we entered into the Credit Agreement Amendment, which among other things, (i) reduced the borrowing base under the Revolving Credit Facility from $150.0 million to $145.0 million, (ii) increased the aggregate elected commitments under the Revolving Credit Facility from $135.0 million to $145.0 million and (iii) amended certain interest rates applicable to loans under the Revolving Credit Facility.

As of December 31, 2024, we had approximately $18.0 million of available borrowings under our Revolving Credit Facility.

As of December 31, 2024, we were in compliance with all the financial (current ratio and total leverage ratio) and non-financial covenants associated with our Revolving Credit Facility.

For additional information regarding our Revolving Credit Facility, see Note 9 of the Notes to Consolidated Financial Statements included under “Item 8. Financial Statements and Supplementary Data” of this Annual Report for additional information.

Material Cash Requirements

Contractual commitments. We have contractual commitments under our debt agreements, including interest payments and principal payments. See Note 9 of the Notes to Consolidated Financial Statements included under “Item 8. Financial Statements and Supplementary Data” of this Annual 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. As of December 31, 2024, our future commitments under these contracts were $2.1 million in 2025, $1.4 million in 2026, $1.0 million in 2027, $0.7 million in 2028 and $1.1 million thereafter. See Note 13 of the Notes to Consolidated Financial Statements included under “Item 8. Financial Statements and Supplementary Data” of this Annual Report for additional information.

Sinking fund payments. We have a funding requirement to fund a trust account to comply with supplemental regulatory bonding requirements related to our decommissioning obligations for our Beta production facilities. As of December 31, 2024, our future commitments under this agreement were $9.0 million per year for years 2025 through 2033. See Note 18 of the Notes to Consolidated Financial Statements included under “Item 8. Financial Statements and Supplementary Data” of this Annual Report for additional information.

Fines. We currently have a payment plan to pay our federal fines over a period of three years with one year remaining in such plan. We are scheduled to pay $1.1 million in September 2025.

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 years ended December 31, 2024 and 2023, have been derived from our Consolidated Financial Statements. For information regarding the individual components of our cash flow amounts, see the Statements of Consolidated Cash Flows included under “Item 8. Financial Statements and Supplementary Data” contained herein.

For the Year Ended

December 31,

(In thousands)

Net cash provided by operating activities $ 51,293 $ 141,590

Net cash used in investing activities (82,034) (38,602)

Net cash used in financing activities 9,995 (82,242)

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For the year ended December 31, 2024 compared to the year ended December 31, 2023

Operating Activities. Key drivers of net operating cash flows are commodity prices, production volumes, operating costs and the settlement received related to the Incident. Net cash provided by operating activities was $51.3 million and $141.6 million for the year ended December 31, 2024 and 2023, respectively. Production volumes decreased to 19.5 MBoe/d in 2024 from 20.5 MBoe/d in 2023, and the average realized sales price increased to $39.61 per Boe in 2024 from $38.54 per Boe in 2023. The increase in average realized sales price was driven by more oil sales in 2024 due to Beta being online for a full year in 2024 compared to nine months in 2023. For the year ended December 31, 2023, we received $84.9 million in connection with the settlement between the Company and the vessels that struck and damaged the pipeline and their respective owners and operators.

Net cash provided by operating activities for the year ended December 31, 2024 included $17.6 million of cash received on expired derivative instruments and $0.8 million of cash received on terminated derivative instruments compared to $8.3 million of cash paid on expired derivative instruments and $0.7 million of cash received on terminated derivatives instruments for the year ended December 31, 2023. For the year ended December 31, 2024, we had a net loss on commodity derivative instruments of $2.0 million compared to net gains of $40.3 million for the year ended December 31, 2023.

Investing Activities. Net cash used in investing activities for the year ended December 31, 2024 was $82.0 million, of which $72.2 million was used for additions to oil and natural gas properties and $1.1 million used for additions to other property and equipment. Net cash used in investing activities for the year ended December 31, 2023, was $38.6 million, of which $30.7 million was used for additions to oil and natural gas properties.

For the year ended December 31, 2024, in East Texas we sold some undeveloped acreage recognizing a gain of $1.4 million. For the year ended December 31, 2023, in East Texas, we sold a small working interest in certain acreage for $1.2 million and an override royalty interest.

Various restricted investment accounts fund certain long-term contractual and regulatory asset retirement obligations and collateralize certain regulatory bonds associated with our offshore Beta properties. Additions to restricted investments were $10.1 million for the year ended December 31, 2024 compared to $8.6 million for the year ended December 31, 2023.

Financing Activities. We had net borrowings of $12.0 million for the year ended December 31, 2024, compared to net repayments of $75.0 million for the year ended December 31, 2023, under our Revolving Credit Facility.

For the year ended December 31, 2023, we paid $4.8 million in deferred financing costs under the Revolving Credit Facility.

For the year ended December 31, 2023 compared to the year ended December 31, 2022

Information related to the comparison of our discussion of the cash flows for the year ended December 31, 2023 compared to the year ended December 31, 2022, is included in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” of our 2023 Form 10-K filed with the SEC and is incorporated by reference into this Annual Report.

Capital Requirements

See “— Outlook” for additional information regarding our capital spending program for 2025.

Recently Issued Accounting Pronouncements

For a discussion of recent accounting pronouncements that will affect us, see Note 2 of the Notes to Consolidated Financial Statements included under “Item 8. Financial Statements and Supplementary Data.”

ITEM 7A.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.

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ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our Consolidated Financial Statements, together with the report of our independent registered public accounting firm, begin on page F-1 of this Annual Report and are incorporated herein by reference.

None.

ITEM 9A.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 of the Company, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual 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 of the Company, 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 this evaluation, the principal executive officer and principal financial officer of the Company have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2024.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting, no matter how well designed, has inherent limitations. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Under the supervision and with the participation of the Company’s management, including the principal executive officer and principal financial officer of the Company, the Company assessed the effectiveness of its internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”). Based on this assessment, the Company’s management, including its principal executive and financial officers, concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024, based on the criteria set forth under the COSO Framework.

Deloitte & Touche LLP, the independent registered public accounting firm who audited the Company’s Consolidated Financial Statements included under “Item 8. Financial Statements and Supplementary Data” in this Annual Report, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, is contained herein under the heading “Report of Independent Registered Public Accounting Firm.”

Changes in Internal Controls Over Financial Reporting

No changes in our internal control over financial reporting occurred during the quarter ended December 31, 2024 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 to this Annual Report.

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Report of Independent Registered Public Accounting Firm

To the shareholders and the Board of Directors of Amplify Energy Corp.

Opinion on Internal Control Over Financial Reporting

We have audited the internal control over financial reporting of Amplify Energy Corp. and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated March 5, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

Houston, Texas

March 5, 2025

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ITEM 9B.OTHER INFORMATION

None.

ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

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PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated herein by reference to the Company’s definitive proxy statement relating to the 2025 Annual Meeting of Stockholders of Amplify Energy Corp. (the “Proxy Statement”) that is expected to be held in the second quarter of 2025.

The Company has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) which applies to employees, officers and directors of the Company. The Code of Ethics can be found on the Company’s website located at https://www.amplifyenergy.com/investor-relations/corporate-governance. Any stockholder may request a printed copy of the Code of Ethics by submitting a written request to the Company’s Corporate Secretary. If the Company amends the Code of Ethics or grants a waiver, including an implicit waiver, from the Code of Ethics, the Company will disclose the information on its website. The waiver information will remain on the website for at least 12 months after the initial disclosure of such waiver.

ITEM 11.EXECUTIVE COMPENSATION

The information required by this item is incorporated herein by reference to the Proxy Statement.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated herein by reference to the Proxy Statement.

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated herein by reference to the Proxy Statement.

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PART IV

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements

Our Consolidated Financial Statements are included under Part II, “Item 8. Financial Statements and Supplementary Data” of the Annual Report. For a listing of these statements and accompanying footnotes, see “Index to Financial Statements” on page F-1 of this Annual Report.

(a)(2) Financial Statement Schedules

All schedules have been omitted because they are either not applicable, not required or the information called for therein appears in the consolidated financial statements or notes thereto.

(a)(3) Exhibits

The exhibits listed on the Exhibit Index below are filed or incorporated by reference as part of this report, and such Exhibit Index is incorporated herein by reference.

Exhibit Index

ExhibitNumber Description

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ExhibitNumber Description

10.9*# — Form of 2025 TRSU Award Agreement.

10.10*# — Form of 2025 PRSU Award Agreement.

19.1* — Insider Trading Policy and Other Restrictions on Trading.

21.1* — List of Subsidiaries of Amplify Energy Corp.

23.1* — Consent of Cawley, Gillespie and Associates, Inc.

23.2* — Consent of Deloitte & Touche LLP.

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ExhibitNumber Description

99.1* — Report of Cawley, Gillespie and Associates, Inc.

101.INS* — Inline XBRL Instance Document

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

* Filed or furnished as an exhibit to this Annual Report on Form 10-K.

# Management contract or compensatory plan or arrangement.

ITEM 16.Form 10-K Summary

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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: March 5, 2025 By: /s/ James Frew

Name: James Frew

Title: Senior Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in their capacities and on the dates indicated.

Name Title (Position with Amplify Energy Corp.) Date

/s/ Martyn Willsher President and Chief Executive Officer March 5, 2025

Martyn Willsher (Principal Executive Officer)

James Frew (Principal Financial Officer)

/s/ Eric Dulany Vice President and Chief Accounting Officer March 5, 2025

Eric Dulany (Principal Accounting Officer)

/s/ Christopher W. Hamm Chairman and Director March 5, 2025

Christopher W. Hamm

/s/ Deborah Adams Director March 5, 2025

Deborah Adams

/s/ James E. Craddock Director March 5, 2025

James E. Craddock

/s/ Patrice Douglas Director March 5, 2025

Patrice Douglas

/s/ Vidisha Prasad Director March 5, 2025

Vidisha Prasad

/s/ Todd R. Snyder Director March 5, 2025

Todd R. Snyder

Table of Contents

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

AMPLIFY ENERGY CORP.

INDEX TO FINANCIAL STATEMENTS

Page No.

Report of Independent Registered Public Accounting Firm (PCAOB ID 34) F-2

Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023 F-4

Notes to Consolidated Financial Statements F-8

Note 1 – Organization and Basis of Presentation F-8

Note 2 – Summary of Significant Accounting Policies F-8

Note 3 – Revenues F-13

Note 4 – Acquisition and Divestitures F–14

Note 5 – Fair Value Measurements of Financial Instruments F-15

Note 6 – Risk Management and Derivative Instruments F-17

Note 7 – Asset Retirement Obligations F-19

Note 8 – Restricted Investments F-19

Note 9 – Long-Term Debt F-20

Note 10 – Equity (Deficit) F-21

Note 11 – Earnings per Share F-22

Note 12 – Equity-based Awards F-22

Note 13 – Leases F-25

Note 15 – Related Party Transactions F-27

Note 16 – Segment Reporting F-27

Note 17 – Beta Pipeline Incident F-28

Note 18 – Commitments and Contingencies F-30

Note 19 – Income Tax F-31

Note 20 – Supplemental Oil and Gas Information (Unaudited) F-34

Note 21 – Subsequent Events F-37

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Amplify Energy Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Amplify Energy Corp. and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 5, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current‐period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Oil and Natural Gas Properties, Depletion – Oil and Natural Gas Reserve Quantities as used in the calculation of DD&A— Refer to Note 2 to the financial statements.

Critical Audit Matter Description

The Company’s proved oil and natural gas properties are depleted using the units-of -production method based on proved oil and natural gas reserves related to the associated field. The development of the Company’s oil and natural gas reserve quantities require management to make significant estimates and assumptions. The Company engages an independent reservoir engineer, management’s specialist, to estimate oil and natural gas quantities using generally accepted methods, calculation procedures and engineering data. Changes in assumptions or engineering data could have a significant impact on the amount of depletion expense. The depletion expense balance for the year ended December 31, 2024 was $30.6 million.

F-2

Table of Contents

Given the significant judgments made by management, performing audit procedures to evaluate the Company’s proved oil and natural gas reserves, including management’s estimates and assumptions related to the best estimate of future production and converting proved undeveloped reserves to producing oil and natural gas properties within five years, required a high degree of auditor judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s significant judgments and assumptions related to oil and natural gas reserves included the following, among others:

● We evaluated the Company’s best estimate of future production by:

/s/ DELOITTE & TOUCHE LLP

Houston, Texas

March 5, 2025

We have served as the Company’s auditor since 2020.

F-3

Table of Contents

AMPLIFY ENERGY CORP.

CONSOLIDATED BALANCE SHEETS

(In thousands, except outstanding shares)

December 31, December 31,

ASSETS

Current assets:

Cash and cash equivalents $ — $ 20,746

Short-term derivative instruments 6,385 17,669

Prepaid expenses and other current assets 25,679 20,672

Property and equipment, at cost:

Oil and natural gas properties, successful efforts method 942,981 873,478

Accumulated depreciation, depletion and amortization (718,752) (686,165)

Long-term derivative instruments 233 9,405

Operating lease - long term right-of-use asset 4,540 5,756

LIABILITIES AND EQUITY

Current liabilities:

Operating lease liability 3,683 5,090

Other long-term liabilities 9,643 8,116

Commitments and contingencies (see Note 18)

Stockholders' equity (deficit):

See Accompanying Notes to Consolidated Financial Statements.

F-4

Table of Contents

AMPLIFY ENERGY CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

For the Year Ended

December 31,

Revenues:

Costs and expenses:

Gathering, processing and transportation 18,427 20,808

Depreciation, depletion and amortization 32,586 28,004

General and administrative expense 35,895 32,984

Accretion of asset retirement obligations 8,438 7,951

Loss (gain) on commodity derivative instruments 2,047 (40,343)

(Gain) loss on sale of properties (1,367) —

Other income (expense):

Litigation settlement (See Note 17) — 84,875

Other income (expense) (447) 399

AMPY US Equity

AMPY · 10-K · period ended 2024-12-31

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 9A.CONTROLS AND PROCEDURES

ITEM 9B.OTHER INFORMATION

ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 11.EXECUTIVE COMPENSATION

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 16.Form 10-K Summary

AMPY US Equity☆

AMPY · 10-K · period ended 2024-12-31

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 9A.CONTROLS AND PROCEDURES

ITEM 9B.OTHER INFORMATION

ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 11.EXECUTIVE COMPENSATION

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 16.Form 10-K Summary

AMPY US Equity