AMPLIFY ENERGY CORP._December 31, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)


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

For the fiscal year ended December 31, 2024


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

For the transition period from ________ to ________

Commission File Number: 001-35512

AMPLIFY ENERGY CORP.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation

or organization)

82-1326219
(I.R.S. Employer Identification No.)

500 Dallas Street, Suite 1700

Houston, TX 77002

(832) 219-9001

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)


Securities Registered Pursuant to Section 12(b) of the Act:

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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

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

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


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
Emerging growth company	☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately $202.1 million on June 30, 2024, based on $6.78 per share, the last reported sales price of the shares on the New York Stock Exchange on such date.

As of April 16, 2025, the registrant had 40,336,579 outstanding shares of common stock, $0.01 par value per share.

Documents Incorporated By Reference: None.


Auditor Firm ID	Auditor Location	Auditor Name
34	Houston, Texas	DELOITTE & TOUCHE LLP


PART III		3

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	3
ITEM 11.	EXECUTIVE COMPENSATION	7
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	20
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	23
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	25

PART IV		26

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	26
ITEM 16.	Form 10-K Summary	28
Signatures		29


Name	Age	Position with the Company
Eric Dulany	49	Vice President and Chief Accounting Officer
James Frew	47	Senior Vice President and Chief Financial Officer
Daniel Furbee	42	Senior Vice President and Chief Operating Officer
Tony Lopez	44	Senior Vice President, Engineering and Exploitation
Eric M. Willis	46	Senior Vice President, General Counsel and Corporate Secretary
Martyn Willsher	47	President, Chief Executive Officer and Director
Deborah G. Adams	64	Director
James E. Craddock	66	Director
Patrice Douglas	62	Director
Christopher W. Hamm	58	Director (Chairman)
Vidisha Prasad	45	Director
Todd R. Snyder	62	Director


					Non-equity
				Stock	Incentive Plan	All Other
		Salary	Bonus	Awards	Compensation	Compensation	Total
Name and Principal Position	Year	($)⁽¹⁾	($)⁽²⁾	($)⁽³⁾	($)⁽⁴⁾	($)⁽⁵⁾	($)
Martyn Willsher	2024	539,885	27,040	1,355,922	540,800	20,700	2,484,347
President and Chief Executive Officer	2023	517,692	127,920	1,344,002	392,080	19,800	2,401,494
Daniel Furbee	2024	397,046	16,000	684,172	320,000	20,700	1,437,918
Senior Vice President & Chief Operating Officer	2023	280,000	62,681	985,940	192,119	15,960	1,536,700
Eric M. Willis⁽⁶⁾	2024	378,380	200,750	746,644	264,992	20,700	1,611,466
Senior Vice President, General Counsel & Corporate Secretary


	What We Do			What We Do Not Do
	Award majority of NEO compensation as performance-based, at-risk compensation			No excessive perquisites
	Cap maximum payout opportunities for short- and long-term incentive compensation			No excise tax gross-ups upon a change of control
	Majority of annual incentive goals tied to quantitative metrics			No hedging of Company stock permitted
	Cap PSU payouts at target if Amplify’s total shareholder return (“TSR”) is negative over the performance period			No single-trigger change-in-control benefits
	Maintain a clawback policy in the event of a financial restatement
	Maintain robust stock ownership guidelines
	Maintain anti-hedging and anti-pledging policies
	Engage an independent, external compensation consultant


Chief Executive Officer	Other Named Executive Officers


2024 Compensation Peer Group
Berry Corporation	Granite Ridge Resources, Inc.	SilverBow Resources, Inc.
Diversified Energy Company PLC	Riley Exploration Permian, Inc.	VAALCO Energy, Inc.
Evolution Petroleum Corporation	Ring Energy, Inc.	W&T Offshore, Inc.
Gran Tierra Energy Inc.	SandRidge Energy, Inc.


2024 Performance Peer Group
Berry Corporation	Ring Energy, Inc.	W&T Offshore, Inc.
Diversified Energy Company PLC	SandRidge Energy, Inc.	SPDR S&P Oil & Gas Exploration & Production ETF
Gran Tierra Energy Inc.	SilverBow Resources, Inc.	iShares Russell 2000 ETF
Mach Natural Resources LP	TXO Partners L.P.
Riley Exploration Permian, Inc.	VAALCO Energy, Inc.


					Percent Increase
Name	2023		2024		(2023-2024)
Mr. Willsher	$	520,000	$	540,800	4.0	%
Mr. Furbee	$	364,000	$	400,000	9.9	%
Mr. Willis	$	364,000	$	378,560	4.0	%


Performance Metric	Weight
Reported free cash flow ($MM)	30	%
Average daily production (oil) (Mboe/d)	20	%
Average daily production (natural gas / NGLs) (Mboe/d)	5	%
Lease operating expense and capital expenditures ($MM)	20	%
Cash general and administrative expense ($MM)	10	%
ESG - Total recordable incident rate (3-year average improvement)	5	%
ESG - Spill rate (3-year average improvement)	5	%
ESG - Strategy (%)	5	%
Total	100	%


Performance Metric	Threshold		Target			Maximum		Weight		Actual Performance
Reported free cash flow ($MM)	$	10.0	$	24.3		$	38.6	30	%	31.3	%
Average daily production (oil) (Mboe/d)		6.8		8.5			10.2	20	%	19.1	%
Average daily production (natural gas / NGLs) (Mboe/d)		9.2		11.5			13.7	5	%	4.7	%
Lease operating expense and capital expenditures ($MM)	$	220.0	$	196.0		$	172.0	20	%	14.9	%
Cash general and administrative expense ($MM)	$	30.0	$	27.0		$	24.0	10	%	10.2	%
ESG – Total recordable incident rate (3-year average improvement) (#)		1.9		1.1			0.3	5	%	7.2	%
ESG – Spill rate (3-year average improvement) (#)		33.0		22.0			11.0	5	%	7.1	%
ESG – Strategy (%)		—		5	%		—	5	%	5.0	%


					Equity Incentive Plan
				Equity Incentive	Awards:
		Number of	Market Value of	Plan Awards:	Market or Payout
		Shares or	Shares or Units	Number of	Value of Unearned
		Units of Stock	of Stock That	Unearned Shares,	Shares, Units or
		That Have Not	Have Not	Units or Other	Other Rights That
		Vested	Vested	Rights That Have	Have Not Vested
Name	Grant Date	(#)	($)⁽¹⁾	Not Vested (#)	($)⁽¹⁾
Martyn Willsher	2/1/2024⁽²⁾	—	—	102,411	614,466
	2/1/2024⁽⁴⁾	68,274	409,644
	2/1/2023⁽²⁾	—	—	56,117	336,702
	2/1/2023⁽⁴⁾	37,412	224,472	—	—
	2/1/2022⁽³⁾	—	—	120,192	721,152
	2/1/2022⁽⁴⁾	20,032	120,192	—	—
Daniel Furbee	2/1/2024⁽²⁾	—	—	44,805	268,830
	2/1/2024⁽⁴⁾	44,805	268,830	—	—
	4/1/2023⁽²⁾	—	—	55,829	334,974
	4/1/2023⁽⁴⁾	37,220	223,320	—	—
Eric M. Willis	2/1/2024⁽²⁾	—	—	44,805	268,830
	2/1/2024⁽⁴⁾	55,063	330,378
	2/1/2023⁽²⁾	—	—	29,462	176,772
	2/1/2023⁽⁴⁾	19,642	117,852	—	—
	2/1/2022⁽³⁾	—	—	72,116	432,696
	2/1/2022⁽⁴⁾	12,020	72,120


			Involuntary
	Involuntary		Termination in
	Termination	Termination upon	Connection with a
	(Non-Change in	Death	Change in Control
Name	Control) ($)⁽¹⁾⁽²⁾	or Disability ($)⁽³⁾	($)⁽⁴⁾⁽⁵⁾
Martyn Willsher
Cash Severance	1,622,400	540,800	2,704,000
Accelerated Equity Compensation	1,904,754	—	2,426,628
Health and Welfare Benefits	31,839	—	31,839
Total	3,558,993	540,800	5,162,467
Daniel Furbee
Cash Severance	1,120,000	320,000	1,760,000
Accelerated Equity Compensation	805,080	—	1,095,954
Health and Welfare Benefits	31,839	—	31,839
Total	1,956,919	320,000	2,887,793
Eric M. Willis
Cash Severance	1,022,112	264,992	1,552,096
Accelerated Equity Compensation	1,160,508	—	1,398,648
Health and Welfare Benefits	7,992	—	7,992
Total	2,190,612	264,992	2,958,736


	PEO		Average Non-PEO NEOs
Total Compensation Reported in 2024 Summary Compensation Table	$	2,484,347	$	1,524,692
Less, Grant Date Fair Value of Stock & Option Awards Reported in the 2024 Summary Compensation Table	$	1,355,922	$	(715,408)
Plus, Year-End Fair Value of Awards Granted in 2024 that are Outstanding and Unvested	$	1,292,427	$	685,823
Plus, Change in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested (From Prior Year-End to Year-End)	$	(523,468)	$	(203,583)
Plus, Vesting Date Fair Value of Awards Granted in 2024 that Vested in 2024	$	—	$	—
Plus, Change in Fair Value of Awards Granted in Prior Years that Vested in 2024 (From Prior Year-End to Vesting Date)	$	134,753	$	42,060
Less, Prior Year-End Fair Value of Awards Granted in Prior Years that Failed to Vest in 2024	$	—	$	—
Plus, Dollar Value of Dividends or other Earnings Paid on Stock & Option Awards in 2024 prior to Vesting (if not reflected in the fair value of such award or included in Total Compensation for 2024)	$	—	$	—
Total Adjustments	$	(452,210)	$	(191,108)
Compensation Actually Paid for Fiscal Year 2024	$	2,032,137	$	1,333,584


	Fees
	Earned
	or Paid in	Stock
	Cash	Awards	Total
Name	($)⁽¹⁾	($)⁽²⁾	($)
Deborah G. Adams	100,000	132,149	232,149
James E. Craddock	100,000	132,149	232,149
Patrice Douglas	75,000	132,149	207,149
Christopher W. Hamm	175,000	185,008	360,008
Randal T. Klein⁽³⁾	37,500	—	37,500
Vidisha Prasad	75,000	132,149	207,149
Todd R. Snyder	100,000	132,149	232,149


	Shares of
	Common
	Stock
	Beneficially	Percentage of
Name of Beneficial Owner⁽¹⁾	Owned⁽²⁾	Outstanding⁽³⁾
BlackRock, Inc.⁽⁴⁾	2,515,369	6.2	%
Affiliates of Stoney Lonesome HF LP⁽⁵⁾	2,915,757	7.2	%
Dimensional Fund Advisors LP⁽⁶⁾	2,374,481	5.9	%
The Vanguard Group⁽⁷⁾	2,264,005	5.6	%
Deborah G. Adams	61,961		*
James E. Craddock	24,892		*
Patrice Douglas	60,295		*
Eric Dulany	34,617		*
Christopher W. Hamm	167,371		*
James Frew	54,222		*
Daniel Furbee	39,238		*
Anthony W. Lopez	140,421		*
Vidisha Prasad	13,185		*
Todd R. Snyder	108,416		*
Eric M. Willis	222,753		*
Martyn Willsher	310,794		*
All Executive Officers and Current Directors as a Group (12 persons)	1,238,165	3.1	%


				Number of
				Securities
				Remaining
				Available for
	Number of			Future
	Securities to		Weighted-	Issuance
	be		Average	Under Equity
	Issued upon		Exercise	Compensation
	Exercise of		Price of	Plans
	Outstanding		Outstanding	(Excluding
	Options,		Options,	Securities
	Warrants		Warrants	Reflected in
Plan Category	and Rights		and Right	Column (a))
	(a)⁽¹⁾		(b)	(c)⁽²⁾⁽³⁾
Equity Compensation Plans Approved by our Security Holders	2,596,357	$	—	1,889,359
Equity Compensation Plans Not Approved by Our Security Holders	—	$	—	—
Total	2,596,357	$	—	1,889,359


	2024		2023
Audit fees⁽¹⁾	$	1,020,189	$	1,255,000
Audit-related fees⁽²⁾		117,400		72,704
Tax fees⁽³⁾		107,000		240,210
All other fees⁽⁴⁾		—		—
Total	$	1,244,589	$	1,567,914


Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated May 5, 2019, by and among Amplify Energy Corp., Midstates Petroleum Company, Inc. and Midstates Holdings, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-35364) filed on May 6, 2019).
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).
4.1		Description of the Company’s Capital Stock Registered Under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.3 to Annual Report on Form 10-K (File No. 0001-35512) filed on March 5, 2020).
10.1		Amended and Restated Credit Agreement dated July 31, 2023, among Amplify Energy Operating LLC, as borrower, Amplify Acquisitionco LLC, as parent, the lenders party thereto and KeyBank National Association, as administrative agent and a letter of credit issuer (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-35512) filed on August 1, 2023).
10.2		Borrowing Base Redetermination, Commitment Increase and First Amendment to Amended and Restated Credit Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on October 25, 2024).
10.3#		Amplify Energy Corp. Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-8 (File No. 333-257071) filed on June 14, 2021).
10.4#		Amplify Energy Corp. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-8 (File No. 333-279868) filed on May 31, 2024).
10.5#		Form of 2024 TRSU Award Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K (File No.001-35512) filed on March 7, 2024).
10.6#		Form of 2024 PRSU Award Agreement (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K (File No.001-35512) filed on March 7, 2024).
10.7#		Form of 2024 TRSU Award Agreement (2024 EIP) (incorporated by reference to Exhibit 10.2 to the Company’s Quarter Report on Form 10-Q (File No.001-35512) filed on August 7, 2024).
10.8#		Form of 2024 PRSU Award Agreement (2024 EIP) (incorporated by reference to Exhibit 10.3 to the Company’s Quarter Report on Form 10-Q (File No.001-35512) filed on August 7, 2024).
10.9#		Form of 2025 TRSU Award Agreement (incorporated by reference to Exhibit 10.9 of the Company’s Annual Report on Form 10-K (File. No. 001-35512) filed on March 5, 2025).
10.10#		Form of 2025 PRSU Award Agreement (incorporated by reference to Exhibit 10.10 of the Company’s Annual Report on Form 10-K (File. No. 001-35512) filed on March 5, 2025).

Amendment: SEC Form 10-K/A filed by Amplify Energy Corp.