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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

AMPLIFY ENERGY CORP.

(Exact name of registrant as specified in its charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required

☐

Fee paid previously with preliminary materials

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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AMPLIFY ENERGY CORP.

500 Dallas Street, Suite 1700
Houston, Texas 77002

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 3, 2026

Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Amplify Energy Corp. will be held virtually, conducted via live audio webcast on June 3, 2026, at 9:00 a.m. Houston time. You will be able to attend the Annual Meeting online and submit questions during the meeting by visiting www.cesonlineservices.com/ampy26_vm. In order to virtually attend, you must register in advance at www.cesonlineservices.com/ampy26_vm prior to June 2, 2026 at 9:00 a.m. Houston time. You will also be able to vote your shares electronically at the Annual Meeting.

The Annual Meeting is being held to consider and act on the following proposals:

To elect five directors to our board of directors to hold office until our 2027 annual meeting of stockholders or until their respective successors are duly elected and qualified;

To ratify the appointment, by the Audit Committee of our board of directors, of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

To approve, on a non-binding advisory basis, the compensation of our named executive officers;

To approve the Amplify Energy Corp. 2024 Amended and Restated Equity Incentive Plan;

To approve, by a non-binding vote, the frequency of stockholder advisory votes on the compensation of our named executive officers; and

To transact such other business as may be properly presented at the Annual Meeting or any adjournment or postponement thereof.

These matters are more fully described in the accompanying proxy materials. Only stockholders of record at the close of business on April 10, 2026, the record date, are entitled to receive notice of and to vote at the Annual Meeting.

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy solicitation materials primarily via the Internet, rather than mailing paper copies of these materials to each stockholder. On or about April 23, 2026, we will mail to each stockholder of record a Notice of Internet Availability of Proxy Materials with instructions on how to access the proxy materials, vote, or request paper copies.

We look forward to greeting those stockholders who are able to be present virtually at the Annual Meeting. However, regardless of whether you plan to be with us virtually at the Annual Meeting, it is important that your voice be heard. Accordingly, we request that you vote on the proxy card by telephone, by internet or by signing, dating and returning the proxy in the postage-paid envelope provided.

If you have any questions or require assistance with voting your proxy card, please contact our proxy solicitation firm, Sodali & Co., at

Sodali & Co.

430 Park Avenue
14th Floor
New York, NY 10022
Stockholders Call Toll-Free: (800) 662-5200
Banks, Brokers, Trustees, and Other Nominees Call Collect: (203) 658-9400
E-mail: AMPY@investor.sodali.com

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By Order of the Board of Directors,

Eric M. Willis
Senior Vice President, General Counsel and Corporate Secretary

Houston, Texas
April 23, 2026

TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING, WE URGE YOU TO VOTE BY TELEPHONE OR THE INTERNET OR SUBMIT A PROXY BY MAIL, IN EACH CASE IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED ON THE NOTICE OF AVAILABILITY, WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND THE ANNUAL MEETING. YOU CAN REVOKE YOUR PROXY AT ANY TIME BEFORE THE PROXIES YOU APPOINTED CAST YOUR VOTES, AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.

If you need assistance, please call Sodali & Co., the firm assisting us in the solicitation of proxies in connection with the Annual Meeting. Stockholders may call toll free at (800) 662-5200. Banks and brokers may call collect at (203) 658-9400.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 3, 2026

This Notice of Annual Meeting of Stockholders and the accompanying proxy statement, along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available free of charge at www.sec.gov.

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	Page
INFORMATION ABOUT THE PROXY PROCESS AND VOTING		2
DIRECTORS AND DIRECTOR NOMINEES		8
EXECUTIVE OFFICERS		11
CORPORATE GOVERNANCE MATTERS		12
MEETINGS AND COMMITTEES OF THE BOARD		16
SUSTAINABILITY		18
REPORT OF THE AUDIT COMMITTEE OF THE BOARD		21
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		22
EXECUTIVE COMPENSATION		24
DIRECTOR COMPENSATION		41
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		42
DELINQUENT SECTION 16(A) REPORTS		45
PROPOSAL 1 — ELECTION OF DIRECTORS		46
PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		47
PROPOSAL 3 — ADVISORY (NON-BINDING) VOTE APPROVING COMPENSATION OF NAMED EXECUTIVE OFFICERS		49
PROPOSAL 4 — APPROVAL OF THE AMPLIFY ENERGY CORP. 2024 AMENDED AND RESTATED EQUITY INCENTIVE PLAN		50
PROPOSAL 5 — ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF THE STOCKHOLDER ADVISORY VOTE ON THE COMPENSATION OF NEOs		60
STOCKHOLDER PROPOSALS; IDENTIFICATION OF DIRECTOR CANDIDATES		61
ADDITIONAL INFORMATION		63

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our plans and goals, made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our Annual Report on Form 10-K dated March 9, 2026 (the “2025 Annual Report”).

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AMPLIFY ENERGY CORP.

500 Dallas Street, Suite 1700
Houston, Texas 77002

PROXY STATEMENT
2026 ANNUAL MEETING OF STOCKHOLDERS

We have furnished this proxy statement (this “Proxy Statement”) to you because the Board of Directors (the “Board”) of Amplify Energy Corp., a Delaware corporation (referred to herein as the “Company,” “Amplify,” “Amplify Energy,” “we,” “us” or “our”), is soliciting your proxy to vote at our 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on June 3, 2026, at 9:00 a.m. Houston time. This year’s Annual Meeting will be a virtual meeting of stockholders, conducted via live audio webcast. You will be able to attend the Annual Meeting online and submit questions during the meeting by visiting www.cesonlineservices.com/ampy26_vm. In order to virtually attend, you must register in advance at www.cesonlineservices.com/ampy26_vm prior to June 2, 2026 at 9:00 a.m. Houston time. You will also be able to vote your shares electronically at the Annual Meeting. By granting a proxy, you authorize the persons named in the proxy to represent you and vote your shares at the Annual Meeting or any adjournment or postponement of the Annual Meeting. If you are not present at the Annual Meeting, your shares may be voted only by a person to whom you have given a proper proxy.

We provide access to our proxy materials to our stockholders on the Internet. Accordingly, on or about April 23, 2026, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice of Availability”) to stockholders. Stockholders will have the ability to access the proxy materials, including this Proxy Statement and voting instructions, on the website referred to in the Notice of Availability or request a printed set of the proxy materials to be sent to them by following the instructions in the Notice of Availability.

Regardless of whether you plan to be with us virtually at the Annual Meeting, it is important that your voice be heard. Accordingly, we request that you vote on the proxy card by telephone, by internet or by signing, dating and returning the proxy in the postage-paid envelope provided.

If you have any questions or require assistance with voting your proxy card, please contact our proxy solicitation firm, Sodali & Co., at

Sodali & Co.

430 Park Avenue
14th Floor
New York, NY 10022
Stockholders Call Toll-Free: (800) 662-5200
Banks, Brokers, Trustees, and Other Nominees Call Collect: (203) 658-9400
E-mail: AMPY@investor.sodali.com

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INFORMATION ABOUT THE PROXY PROCESS AND VOTING

How do I virtually attend the Annual Meeting?

To virtually attend, participate in, and vote at the Annual Meeting, you must register in advance at www.cesonlineservices.com/ampy26_vm. Please have your control number included on your proxy card or voting instruction card (if your shares are held through a stockbroker or another nominee) available and follow the instructions to complete your registration request. After registering, you will receive a confirmation email with a link and instructions for accessing the Annual Meeting. Requests to register to participate in the Annual Meeting must be received no later than 9:00 a.m. Houston time on June 2, 2026. Online access to the audio webcast will open 30 minutes prior to the start of the Annual Meeting to allow time for you to log-in and test your device’s audio system. We encourage you to access the Annual Meeting prior to the start time and allow ample time to log in to the meeting webcast and test your computer audio system.

Stockholders may submit questions live during the Annual Meeting. To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in virtual attendance, you will also find posted our rules of conduct for the Annual Meeting when you log in prior to its start. In accordance with the rules of conduct, we ask that you limit your remarks to one brief question or comment that is relevant to the Annual Meeting or our business and that remarks are respectful of your fellow stockholders and meeting participants. Questions will be addressed in the Q&A portion of the Annual Meeting.

All stockholders who register to virtually attend the Annual Meeting will receive an email prior to the Annual Meeting containing the contact details of technical support in the event they encounter difficulties accessing the virtual meeting or during the meeting. Stockholders are encouraged to contact technical support if they encounter any technical difficulties with the meeting webcast.

Why am I receiving these materials?

We have furnished this Proxy Statement to you because the Board is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the Annual Meeting.

Am I entitled to vote at the Annual Meeting?

Only stockholders of record at the close of business on April 10, 2026, the record date for the Annual Meeting (the “Record Date”), are entitled to receive notice of and to vote at the Annual Meeting. At the close of business on the Record Date, there were 41,287,437 shares of common stock, par value $0.01 per share (“Common Stock”), outstanding and entitled to vote at the Annual Meeting, with each such share of Common Stock entitling the holder of record on such date to one vote. There is no cumulative voting.

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with the transfer agent for our Common Stock, Equiniti Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online at the Annual Meeting or vote by proxy.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If, on the Record Date, your shares were held in an account at a broker, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to virtually attend the Annual Meeting. In order to virtually attend, you must register in advance at www.cesonlineservices.com/ampy26_vm prior to June 2, 2026 at 9:00 a.m. Houston time. You will also be able to vote your shares electronically at the Annual Meeting. If you are a beneficial shareholder and you wish to vote your shares online during the virtual Annual Meeting, rather than submitting your voting

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instructions before the Annual Meeting, you will need to contact your bank, broker or other nominee to obtain a legal proxy form that you must submit when voting online during the Annual Meeting.

Why did I receive a notice in the mail regarding Internet availability of proxy materials instead of a full set of proxy materials?

As permitted under the rules of the SEC, we are making our proxy materials available to our stockholders electronically via the Internet, rather than mailing paper copies of these materials to each stockholder. On or about April 23, 2026, the Company is sending the Notice of Availability to its stockholders of record as of the Record Date. You will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice of Availability includes (i) instructions on how to access the Company’s proxy materials and vote via the Internet, (ii) the date and time of the Annual Meeting, (iii) a description of the matters intended to be acted upon at the Annual Meeting, (iv) a list of the materials being made available electronically, (v) instructions on how a stockholder can request paper copies of the Company’s proxy materials, (vi) any control/identification numbers that a stockholder needs to access the proxy materials and (vii) information about voting online during the Annual Meeting.

Can I vote my shares by filling out and returning the Notice of Availability?

No. The Notice of Availability only identifies the items to be voted on at the Annual Meeting. You cannot vote by marking the Notice of Availability and returning it. The Notice of Availability provides instructions on how to cast your vote. For additional information, see the question entitled “What are the different methods that I can use to vote my shares of Common Stock?” below.

What am I being asked to vote on?

You are being asked to vote on five proposals:

•

Proposal 1 — the election of five directors of our Board to hold office until our 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”) or until their respective successors are duly elected and qualified;

•

Proposal 2 — the ratification of the appointment, by the Audit Committee of the Board (the “Audit Committee”), of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

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Proposal 3 — the approval, on a non-binding advisory basis, of the compensation of our named executive officers (“NEOs”);

•

Proposal 4 — the approval of the Amplify Energy Corp. 2024 Amended and Restated Equity Incentive Plan; and

•

Proposal 5 — the approval, by a non-binding vote, of the frequency of stockholder advisory votes on the compensation of our NEOs.

In addition, you are entitled to vote on any other matters that may properly come before the Annual Meeting.

How does the Board recommend that I vote my shares?

A proxy that is properly completed and returned will be voted at the Annual Meeting in accordance with the instructions on the proxy. If you properly complete and return a proxy, but do not indicate any contrary voting instructions, your shares will be voted in accordance with the Board’s recommendations. The Board’s recommendations can be found with the description of each proposal in this Proxy Statement. In summary, the Board recommends a vote:

•

Proposal 1 — FOR the election of each of the five director nominees;

•

Proposal 2 — FOR the ratification of the appointment, by the Audit Committee, of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

•

Proposal 3 — FOR approving, on a non-binding advisory basis, the compensation of our NEOs;

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•

Proposal 4 — FOR approving the Amplify Energy Corp. 2024 Amended and Restated Equity Incentive Plan; and

•

Proposal 5 — FOR approving, by a non-binding vote, holding stockholder advisory votes on the compensation of our NEOs at an interval of “every one year.”

If any other business properly comes before the stockholders for a vote at the Annual Meeting, your shares will be voted at the discretion of the holders of the proxy. The Board knows of no matters, other than those previously stated herein, to be presented for consideration at the Annual Meeting.

What are the different methods that I can use to vote my shares of Common Stock?

If you are a registered stockholder, you may vote your shares or submit a proxy to have your shares voted by one of the following methods:

•

Via the Internet. You may submit a proxy electronically via the Internet, using the website listed on the Notice of Availability. Please have the Notice of Availability in hand when you log onto the website. Internet voting facilities will close and will no longer be available on the date and time specified on the Notice of Availability.

•

By Telephone. You may submit a proxy by telephone using the toll-free number listed on the Notice of Availability. Please have the Notice of Availability in hand when you call. Telephone voting facilities will close and will no longer be available on the date and time specified on the Notice of Availability.

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By Mail. You may request a hard copy of the proxy card following the instructions on the Notice of Availability. You may submit a proxy by mail by completing, signing, dating and returning your proxy card in the provided pre-addressed envelope. If you vote by mail and your proxy card is returned unsigned, then your vote cannot be counted. The completed and signed proxy card must be received by the date specified on the Notice of Availability.

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During the Annual Meeting. You may vote online during the Annual Meeting at www.cesonlineservices.com/ampy26_vm; however, virtually attending the meeting without completing a ballot will not count as a vote. To vote online during the Annual Meeting you will need to register in advance at www.cesonlineservices.com/ampy26_vm prior to June 2, 2026 at 9:00 a.m. Houston time. See the question above titled “Am I entitled to vote at the Annual Meeting?” for more information on voting during the Annual Meeting.

Regardless of whether or not you plan to virtually attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have submitted a proxy before the Annual Meeting, you may still virtually attend the Annual Meeting and vote online. In order to virtually attend, you must register in advance at www.cesonlineservices.com/ampy26_vm prior to June 2, 2026 at 9:00 a.m. Houston time. You will also be able to vote your shares electronically at the Annual Meeting. In such case, your previously submitted proxy will be disregarded.

If your shares are held in “street name,” you will receive instructions from the holder of record that you must follow in order for your shares to be voted. Internet and/or telephone voting will also be offered to stockholders owning shares through most banks and brokers.

We provide Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet service providers and telephone companies.

Can I change my vote after submitting my proxy?

Yes. You may revoke your proxy in writing at any time before it is exercised at the Annual Meeting.

If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

•

You may submit another properly completed proxy with a later date.

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•

You may send a written notice that you are revoking your proxy to our Corporate Secretary at 500 Dallas Street, Suite 1700, Houston, Texas 77002.

•

You may virtually attend the Annual Meeting and vote online. Simply virtually attending the Annual Meeting will not, by itself, revoke your proxy. In order to virtually attend, you must register in advance at www.cesonlineservices.com/ampy26_vm prior to June 2, 2026 at 9:00 a.m. Houston time.

If your shares are held by your broker, bank, dealer or other agent, you should follow the instructions provided by them.

How are votes counted and how many votes are required to approve each proposal?

With respect to Proposal 1, directors will be elected by the affirmative vote of a majority of the shares of Common Stock present virtually or represented by proxy and entitled to vote on the election of directors. You may vote “FOR” a nominee to the Board, “AGAINST” a nominee to the Board or you may “ABSTAIN” from voting with respect to one or more nominees to the Board. Abstentions are considered shares of Common Stock present virtually or represented by proxy and entitled to vote on the election of directors and will have the same effect as votes “AGAINST” a nominee to the Board.

Each of Proposals 2, 3 and 4 requires the affirmative vote of a majority of the shares of Common Stock present virtually or represented by proxy and entitled to vote on the subject matter of such proposal. You may vote (with respect to Proposal 3, on an advisory basis) “FOR,” “AGAINST” or “ABSTAIN” for each of Proposals 2, 3 and 4. Abstentions are considered shares of Common Stock present virtually or represented by proxy and entitled to vote on the subject matter of the proposals and will have the same effect as votes “AGAINST” Proposals 2, 3 and 4.

With respect to Proposal 5, you may vote, on an advisory basis, “FOR” holding an advisory vote on the compensation paid to the Company’s NEOs every one, two or three years or you may “ABSTAIN” from the vote. For Proposal 5, a plurality of the shares of common stock present virtually or represented by proxy and entitled to vote on the subject matter of such proposal will constitute the recommendation of stockholders.

Abstentions and broker non-votes are counted for purposes of determining whether a quorum is present. Abstentions will have the same effect as votes against Proposals 1, 2, 3 and 4. Abstentions will not be considered as votes cast “FOR” or “AGAINST” Proposal 5 and will not affect the outcome of Proposal 5. Broker non-votes will have no effect on the outcome of each of the proposals.

Will my shares be voted if I do not provide my proxy and do not virtually attend the Annual Meeting?

If you are a stockholder of record and you do not vote online at the Annual Meeting or vote by proxy, then your shares will not be voted.

If you hold your shares in “street name,” your broker should ask you how you want your shares to be voted. If you give the broker instructions, your shares will be voted as you direct. If you do not give instructions, one of two things can happen, depending on the type of proposal. For certain “routine” matters, even if you do not give your broker instructions on how to vote your shares, the broker may vote your shares in its discretion. This is a broker discretionary vote. The ratification of the appointment of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 2) is considered routine under applicable rules. For matters not considered “routine,” if you do not give your broker instructions on how to vote your shares, the broker will return the proxy card without voting on that proposal. This is a broker non-vote. The proposals to elect directors (Proposal 1), to approve, on an advisory basis, the Company’s executive compensation (Proposal 3), to approve the Amplify Energy Corp. 2024 Amended and Restated Equity Incentive Plan (Proposal 4) and to approve, on an advisory basis, the frequency of holding an advisory vote on the Company’s executive compensation (Proposal 5) are not considered routine. As a result, no broker should vote your shares on these proposals without your specific instructions.

Who counts the votes?

We have engaged Sodali & Co., as our independent agent, to receive and tabulate votes at the Annual Meeting. Sodali & Co. will separately tabulate “FOR,” “AGAINST” or “ABSTAIN” votes, abstentions and

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broker non-votes, as applicable. Sodali & Co. has also been retained to be our election inspector to certify the results, determine the existence of a quorum and the validity of proxies, and perform any other acts required under the Delaware General Corporation Law (the “DGCL”).

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the majority of the outstanding shares of the Company entitled to vote generally in the election of directors are present virtually or represented by proxy at the Annual Meeting.

Your shares will be counted towards the quorum only if you submit a valid proxy vote or vote at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the Annual Meeting or a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present or represented by proxy, may adjourn the Annual Meeting to another time or place.

Who is paying for this proxy solicitation?

We will bear all costs incurred in the solicitation of proxies, including the preparation, printing and mailing of the Notice of Availability, Notice of Annual Meeting of Stockholders and this Proxy Statement and the related materials. We have retained Sodali & Co. to aid in the solicitation of proxies, for which we will pay an amount that we estimate will not exceed $25,000, plus expenses. In addition to solicitation by mail, our directors, officers and employees may solicit proxies in person or by telephone, e-mail, facsimile or other means, without additional compensation. We may also reimburse brokers, banks, dealers and other agents for the cost of forwarding proxy materials to beneficial owners.

How can I find out the results of the voting at the Annual Meeting?

Voting results will be announced by the filing of a Current Report on Form 8-K within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available.

When are stockholder proposals due for next year’s annual meeting?

To be considered for inclusion in next year’s proxy materials pursuant to Rule 14a-8 of the Securities Exchange Act of 1934 (the “Exchange Act”), your proposal must be submitted in writing to our Corporate Secretary at 500 Dallas Street, Suite 1700, Houston, Texas 77002 and received by December 24, 2026, unless the Company notifies stockholders otherwise.

Any stockholder of record who desires to submit a proposal, including to nominate candidates for election to the Board, for action at next year’s annual meeting other than pursuant to Rule 14a-8 (a “Non-Rule 14a-8 Proposal”), must give written notice of an intent to make a Non-Rule 14a-8 Proposal to the Company in writing to our Corporate Secretary at 500 Dallas Street, Suite 1700, Houston, Texas 77002 and received no earlier than the close of business on February 3, 2027 and no later than the close of business on March 5, 2027; provided that, if the date of the 2027 Annual Meeting is more than 30 days before or more than 60 days after June 3, 2027, the deadline is not earlier than the 120th day prior to the date of the 2027 Annual Meeting and not later than the close of business on the 90th day prior to the 2027 Annual Meeting or, if the first public announcement of the date of the 2027 Annual Meeting is less than 100 days prior to the date of the 2027 Annual Meeting, the 10th day following the day on which public announcement of the date of the 2027 Annual Meeting is first made. You are also advised to review our third amended and restated bylaws (“Bylaws”), which contain additional requirements about advance notice of stockholder proposals and director nominations.

Who should I call if I have questions about the Annual Meeting?

If you have any questions or require assistance with voting your proxy card, or if you need additional copies of the proxy materials, please contact our proxy solicitation firm, Sodali & Co., at

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Sodali & Co.

430 Park Avenue
14th Floor
New York, NY 10022
Stockholders Call Toll-Free: (800) 662-5200
Banks, Brokers, Trustees, and Other Nominees Call Collect: (203) 658-9400
E-mail: AMPY@investor.sodali.com

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DIRECTORS AND DIRECTOR NOMINEES

Directors

The Board currently is composed of five members: Deborah G. Adams, Clint Coghill, Daniel Furbee, Christopher W. Hamm (Chairman) and Todd R. Snyder.

The Nominating and Governance Committee has recommended, and our Board has nominated, Ms. Adams and Messrs. Coghill, Furbee, Hamm and Snyder for election as directors at the Annual Meeting.

Director Nominees

After the Annual Meeting, assuming the stockholders elect the nominees of the Board as set forth in “Proposal 1 — Election of Directors”, the members of the Board will be:

Name	Age (as of April 23, 2026)	Position with the Company
Deborah G. Adams	65	Director
Clint Coghill	54	Director (Lead Independent Director)
Daniel Furbee	43	Director
Christopher W. Hamm	59	Director (Chairman)
Todd R. Snyder	63	Director

The Company’s directors serve for a one-year term. Directors may be removed from office either for or without cause upon the affirmative vote of the holders of a majority of the outstanding shares of stock of the Company entitled to vote generally for the election of directors.

Set forth below is biographical information for the nominees. The following includes certain information regarding our directors’ individual experience, qualifications, attributes and skills that led the Board to conclude that they should serve as directors.

Deborah G. Adams has served as a member of the board of directors of Amplify Energy Corp. since April 2022. Ms. Adams has over 35 years of energy industry experience, as a leader with particular focus on health, safety, and sustainability, project management, procurement and transportation. Prior to retirement, Ms. Adams served as Senior Vice President of Health, Safety, and Environmental, Projects and Procurement at Phillips 66 from June 2014 to October 2016. In this role, Ms. Adams oversaw all regulatory affairs and processes, reported directly to the company’s CEO, and regularly presented to the board of directors. She was responsible for improved safety performance across the entire company along with overseeing a number of new facilities projects worth over a billion dollars, all completed on budget and on time. Prior to this role, Ms. Adams held roles of increasing responsibility, including President Transportation and Chief Procurement Officer, at Phillips 66 and predecessor companies since 1983. Ms. Adams previously served on the boards of directors of MRC Global from October 2017 to November 2025, where she served as chair of the board of directors beginning in November 2024, EnLink Midstream from March 2020 to January 2025, and Gulfport Energy from March 2018 to May 2021. She also currently serves on the board of directors of Austin Industries, a privately-held, employee-owned construction company. Ms. Adams previously served her alma mater, Oklahoma State University, as a member of the foundation board of trustees. Ms. Adams also previously served as a member of the Advisory Board for the TriCities Chapter of the National Association of Corporate Directors from May 2021 to May 2025. Ms. Adams holds a B.S. in Chemical Engineering from Oklahoma State University.

The Board believes Ms. Adams’ extensive leadership experience in the midstream and downstream businesses, procurement and information systems in the oil and natural gas industry and her health, safety and environmental expertise bring significant value to the Board.

Clint Coghill has served as a member of the board of directors and Lead Independent Director of Amplify Energy Corp. since May 2025. Mr. Coghill brings over 30 years of experience as a successful money manager, software entrepreneur, and philanthropist. Mr. Coghill is the Founder of Backstop Solutions

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Group, LLC, an industry-leading service company redefining the way firms operate in private markets and reshaping the institutional investment industry. From 2003 to 2021, Mr. Coghill served as Chairman of the board of directors and Chief Executive Officer of Backstop Solutions Group, LLC from 2013 until its sale to ION Analytics in 2021 where he then was the Head of the Investor Segment until early 2025. Prior to that, he served as President and Chief Investment Officer of Coghill Capital Management, LLC. Mr. Coghill currently serves as the chairman of the board of the Coghill Family Foundation and serves on the board of directors of New Moly, LLC. Mr. Coghill holds a B.A. in Business Administration from the University of Arizona and an M.B.A. from the London Business School.

The Board believes Mr. Coghill’s business background and investment experience bring significant value to the Board.

Daniel Furbee has served as Chief Executive Officer and a member of the board of directors of Amplify Energy Corp. since July 2025. Mr. Furbee previously served as Senior Vice President and Chief Operating Officer of Amplify Energy Corp. from March 2023 to July 2025. Prior to joining Amplify, Mr. Furbee served as a partner at Sentinel Petroleum from February 2022 to March 2023, as an independent advisor for various companies from January 2021 to January 2022, as the Executive Vice President and Chief Operating Officer of Riviera Resources, Inc. from August 2018 to December 2020, as Linn Energy Inc.’s Vice President of Asset and Business Development from March 2018 to August 2018 and as Vice President of Business Development and Asset Development for Sanchez Energy Corporation from September 2013 to February 2018. From 2005 to August 2013, Mr. Furbee served in various engineering roles of increasing responsibilities at Linn Energy, LLC. Mr. Furbee holds a Bachelor of Science in Petroleum Engineering from Marietta College and a Master of Business Administration from the University of Houston. Mr. Furbee is also a Professional Engineer registered with the State of Texas.

The Board believes Mr. Furbee’s experience in the oil and natural gas industry and intimate familiarity with the Company bring significant value to the Board.

Christopher W. Hamm has served as the Chairman of the board of directors of Amplify Energy Corp. since January 2021. He previously served as the Company’s Lead Director since April 2020, until his appointment as Chairman, and has served as a member of the board of directors of the Company since August 6, 2019. Mr. Hamm previously served as a member of the board of directors of Amplify Energy Corp. from its inception in May 2017 until the closing of the merger with Midstates Petroleum Company, Inc. in August 2019. Mr. Hamm has spent the majority of his 35-year career as a founder, CEO, professional investor, advisor and director of both public and private organizations. He is currently Chairman & CEO of Axys Capital, an institutional investment advisor and manager he founded in 2009, and CEO of Axys Data, a fintech company he founded in 2001. Mr. Hamm founded, and was Chairman, CEO and CIO of Memorial Investment Advisors, a registered investment advisor, and Memorial Funds, an institutional multi-fund registered investment company, where he served as Chairman and CEO. Prior to founding his own firms, Mr. Hamm served as Executive Director — Institutional Services at CIBC Oppenheimer, Senior Vice President — Capital Markets at PaineWebber, and Vice President — Taxable Fixed Income at Howard Weil Labouisse & Friederichs.

The Board believes Mr. Hamm’s extensive investment experience and intimate familiarity with the Company bring significant value to the Board.

Todd R. Snyder has served as a member of the board of directors of Amplify Energy Corp. since October 2016. Mr. Snyder is a managing director and global head of the Piper Sandler restructuring group, TRS Advisors since 2017. Prior to joining Piper Sandler, Mr. Snyder was Chief Executive Officer at TRS Advisors. Before that he was executive vice chairman of Rothschild & Co. and co-head of the North American restructuring advisory business. Previously, he was a managing director in the restructuring and reorganization group at Peter J. Solomon Company. Prior to joining Peter J. Solomon Company, Mr. Snyder was a managing director at KPMG Peat Marwick in the corporate recovery group where he was also national director of the corporate recovery practice for government enterprises (regulated and privatizing industries). Prior to his move to investment banking, he practiced law in the business reorganization department of Weil, Gotshal & Manges LLP. Mr. Snyder was a commissioner of the New York State Gaming Commission and a member of New York State’s financial restructuring board for local governments. He previously served as a director of GenCorp Inc., AMC Financial, Inc. and EcoStim Energy Solutions.

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Mr. Snyder currently serves as a trustee for non-profit organization BRC (Bowery Residents Committee). Mr. Snyder received a B.A. from Wesleyan University and a J.D. from the University of Pennsylvania Law School.

The Board believes that Mr. Snyder’s extensive financial expertise and experience in representing public and private companies in complex financial transactions bring important experience and skill to the Board.

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EXECUTIVE OFFICERS

The following individuals serve as our executive officers as of the date of this Proxy Statement. Officers serve at the discretion of the Board.

Name	Age (as of April 23, 2026)	Position with the Company
Natasha France	42	Vice President and Chief Accounting Officer
James Frew	48	President and Chief Financial Officer
Daniel Furbee	43	Chief Executive Officer
Eric M. Willis	47	Senior Vice President, General Counsel and Corporate Secretary

Set forth below is biographical information for our executive officers.

Natasha France has served as Vice President and Chief Accounting Officer of Amplify Energy Corp. since November 2025. Prior to her appointment as Vice President and Chief Accounting Officer of the Company, Ms. France served as Assistant Controller since May 2022 and has been with Amplify Energy for ten years in various accounting roles. She began her career in public accounting with KPMG LLP. Ms. France holds a Bachelor of Business Administration degree in Accounting and Business Administration from Bloomsburg University of Pennsylvania. She is a Certified Public Accountant in Pennsylvania and a member of the Texas Society of Certified Public Accountants.

James Frew has served as President and Chief Financial Officer of Amplify Energy Corp. since July 2025. Mr. Frew previously served as Senior Vice President and Chief Financial Officer of Amplify Energy Corp. from April 2023 to July 2025. Prior to joining Amplify, Mr. Frew was a partner at Sentinel Petroleum from March 2022 to April 2023. Previously, Mr. Frew served as Executive Vice President and Chief Financial Officer of Riviera Resources, Inc. from August 2018 to October 2020, and as Linn Energy’s Vice President of Marketing and Midstream from May 2014 to August 2018 and Director of Business Development, Strategy and Planning from May 2011 to May 2014. From August 2002 to May 2011, Mr. Frew held several roles in the Natural Resources division of the J.M. Huber Corporation. Mr. Frew started his career as a management consultant at the Parthenon Group. Mr. Frew holds a Bachelor of Arts in Economics and Political Science from Williams College.

Eric M. Willis has served as Senior Vice President, General Counsel and Corporate Secretary of Amplify Energy Corp. since August 2019. Mr. Willis previously served as Vice President and General Counsel of Amplify Energy Corp. from December 2017 to August 2019. From April 2015 to December 2017, Mr. Willis was a partner in the capital markets practice group at Kirkland & Ellis LLP in Houston, Texas, representing oil and gas clients. Prior to joining Kirkland & Ellis, he practiced corporate and securities law from September 2008 to April 2015 at Latham & Watkins LLP in Houston, Texas and Orange County, California. Mr. Willis holds a Juris Doctorate from The University of Texas at Austin School of Law and Bachelor of Science in Chemistry from the United States Military Academy.

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CORPORATE GOVERNANCE MATTERS

Corporate Governance Guidelines

The Board believes that sound governance practices and policies provide an important framework to assist it in fulfilling its duty to stockholders. The Company’s Corporate Governance Guidelines cover the following principal subjects:

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role and functions of the Board and its Chairman;

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qualifications and independence of directors;

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size of the Board and director selection process;

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committee functions and independence of committee members;

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meetings of non-employee directors;

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self-evaluation;

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ethics and conflicts of interest (a copy of the current “Code of Business Conduct and Ethics” is posted on the Company’s website at www.amplifyenergy.com);

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compensation of the Board;

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succession planning;

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access to senior management and to independent advisors;

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new director orientation; and

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continuing education.

The “Corporate Governance Guidelines” are posted on the Company’s website at www.amplifyenergy.com. The Corporate Governance Guidelines will be reviewed periodically and as necessary by the Company’s Nominating and Governance Committee, and any proposed additions to or amendments of the Corporate Governance Guidelines will be presented to the Board for its review, consideration, and approval. The New York Stock Exchange (the “NYSE”) has adopted rules that require listed companies to adopt governance guidelines covering certain matters. The Company believes that the Corporate Governance Guidelines comply with the NYSE rules.

Board Leadership

Leadership of the Board is vested in a Chairman of the Board. Christopher W. Hamm has served as the Chairman of the Board of the Company since January 19, 2021.

As stated in our Corporate Governance Guidelines, the Board believes that whether to have the same person occupy the offices of Chairman of the Board and Chief Executive Officer should be decided by the Board, from time to time, in its business judgment after considering relevant circumstances. Our Board presently believes that having a separate Chairman and CEO provides the best Board leadership structure for the Company and its present needs.

Additionally, pursuant to our Corporate Governance Guidelines and upon the recommendation of the Nominating and Governance Committee, the directors determined that it is optimal for the Board to have a “Lead Independent Director” to preside over the meetings of the non-management directors in executive session (i) where the Chairman of the Board is not an independent director or (ii) where the Chairman of the Board is independent but is not present. Mr. Coghill was appointed as the Lead Independent Director by the Board on May 16, 2025.

Our current Board structure, together with our other corporate governance practices, provides strong independent oversight of management, while ensuring clear strategic alignment throughout the Company. The Board also recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The Board understands that the optimal

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Board leadership structure may vary as circumstances warrant. Consistent with this understanding, non-employee directors consider the Board’s leadership structure on an annual basis.

Director Independence

The Company’s standards for determining director independence require the assessment of directors’ independence each year. A director cannot be considered independent unless the Board affirmatively determines that he or she does not have any relationship with management or the Company that may interfere with the exercise of his or her independent judgment, including any of the relationships that would disqualify the director from being independent under the rules of the NYSE.

The Board has assessed the independence of each non-employee director under the Company’s guidelines and the independence standards of the NYSE. The Board affirmatively determined that Ms. Adams and Messrs. Coghill, Hamm and Snyder are independent.

In connection with its assessment of the independence of each non-employee director, the Board also determined that (i) Messrs. Hamm and Snyder and Ms. Adams are independent, as defined in Section 10A of the Exchange Act, and under the standards set forth by the NYSE applicable to members of the Audit Committee and (ii) Messrs. Coghill, Hamm and Snyder and Ms. Adams are independent under the standards set forth by the NYSE applicable to members of the Compensation Committee of the Board (the “Compensation Committee”).

Board Refreshment and Inclusion

Our Board is committed to maintaining an effective framework for the functioning of the Board and its committees. Although the Board has not established a formal policy on inclusion, the Board believes that a variety of viewpoints is important and enhances the effectiveness of the Board in its oversight role. The Board will assess, on an annual basis, the skills and characteristics that candidates for election to the Board should possess, as well as the composition of the Board as a whole. This assessment will include the qualifications under applicable independence standards and other standards applicable to the Board and its committees, as well as consideration of background, experience, character, potential conflicts of interest, business acumen, skills and other factors the Board deems relevant in the context of the needs of the Board. Further, the Board does not discriminate based on race, ethnicity, religion, sexual orientation, age, gender, ancestry or national origin.

Since the beginning of 2022, our Board has undergone significant change as part of a conscious effort to refresh the Board and augment its composition with a wide range of complementary skills and experiences to ensure that it is positioned to effectively oversee the execution of the Company’s strategy and manage its risks and opportunities. We believe that our Board consists of a group of highly qualified leaders and represents an appropriate mix of backgrounds and perspectives that we believe enhances the quality of the Board’s deliberation. The graphics below illustrate the expected composition of our Board following the Annual Meeting with respect to age and tenure:

	Director Age (Average: 56.8 Years)			Director Tenure (Average: 4.2 Years)

Financial Literacy of Audit Committee and Designation of Financial Experts

The Board evaluates each of the members of the Audit Committee for financial literacy and the attributes of a financial expert at least annually, and most recently in March 2026. The Board determined

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that each of the Audit Committee members is financially literate and that independent director Mr. Snyder is an audit committee financial expert as defined by the SEC.

Oversight of Risk Management

Except as discussed below, the Board as a whole oversees the Company’s assessment of major risks and the measures taken to manage such risks. For example, the Board:

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oversees management of the Company’s commodity price risk through regular review with executive management of the Company’s derivatives strategy, and the oversight of the Company’s policy that limits the Company’s authority to enter into derivative commodity price instruments to a specified level of production, above which management must seek Board approval;

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establishes specific dollar limits on the commitment authority of members of senior management and requires Board approval of expenditures exceeding that authority and of other material contracts and transactions; and

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reviews management’s capital spending plans, approves the Company’s capital budget and requires that management present for Board review significant departures from those plans.

The Audit Committee is responsible for overseeing the Company’s assessment and management of financial reporting and internal control risks, as well as other financial risks, such as the credit risks associated with counterparty exposure. Management and the Company’s independent registered public accountants report regularly to the Audit Committee on those subjects. The Board does not consider its role in oversight of the Company’s risk management function to be relevant to its choice of leadership structure.

Further, the Nominating and Governance Committee assists the Board in its general oversight of the Company’s initiatives, policies and performance regarding environmental, social and governance (“ESG”) matters, environmental, health and safety (“EHS”) matters and risk management matters. The Nominating and Governance Committee has primary responsibility for oversight of the Company’s initiatives and policies relating to ESG matters and the Company’s initiatives and performance relating to EHS matters, including regulatory compliance.

Attendance at Annual Meetings

The Board encourages all directors to attend the annual meetings of stockholders, if practicable. All of our directors then in office attended our 2025 Annual Meeting of Stockholders. We anticipate that all of our directors will attend the Annual Meeting.

Board Performance Evaluations

Our Board conducts an annual self-evaluation to determine whether the Board and its committees are functioning effectively. The Nominating and Governance Committee leads the Board in its annual self-evaluations, which includes determining the nature of the evaluation and overseeing the conduct of the evaluation as well as sharing the results of the evaluation with the full Board for further discussion. In conducting the self-evaluation process, the Board identifies areas of focus with respect to the Board and its committees, including opportunities to enhance the Board’s composition and improve its effectiveness.

Insider Trading Policy

We have adopted an Insider Trading Policy (the “Insider Trading Policy”) governing the purchase, sale and/or other dispositions of our securities by our directors, officers and employees and by us that is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the listing standards of the NYSE. A copy of the Insider Trading Policy is included as an exhibit to the 2025 Annual Report.

Anti-Hedging and Anti-Pledging

Our Insider Trading Policy prohibits our employees and non-employee directors from hedging or pledging our equity securities. Specifically, the Insider Trading Policy prohibits our employees and non-employee directors from engaging in any speculative transactions involving our equity securities, including

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buying and selling prepaid variable forward contracts, equity swaps, collars, puts, calls or other derivative securities that are designed to hedge or speculate on changes in the market value of equity securities of the Company. The Insider Trading Policy also prohibits our employees and non-employee directors from holding equity securities of the Company in a margin account or pledging equity securities of the Company as collateral for a loan or other type of financial transaction. Any such activity would require the approval and authorization of either the Chief Compliance Officer or General Counsel.

Stock Ownership Guidelines

Our stock ownership guidelines are intended to further align the interests of our NEOs, senior vice presidents and non-employee directors with the interests of our stockholders. Under this policy, covered executive officers and non-employee directors must hold shares of our Common Stock equal to a multiple, based upon position, of their base salary or annual cash retainer, as applicable. The multiples applicable to covered executive officers and non-employee directors are as follows:

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Chief Executive Officer, three-times base salary;

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Mr. Frew and Senior Vice Presidents, two-times base salary; and

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Non-employee directors, four-times annual cash retainer.

Covered executive officers and non-employee directors have until five years after first becoming subject to the stock ownership guidelines to achieve compliance with the policy. Further, until guidelines are met, each non-employee director shall retain a minimum of 60% of the cumulative shares granted to him or her pursuant to any equity incentive plan of the Company for so long as he or she is a covered person under the guidelines. Shares counted toward meeting the requirement include directly owned shares, shares obtained through stock option exercises, unvested restricted stock or RSUs (net of taxes), and vested shares in the Company’s 401(k) plan. Shares that covered executives and non-employee directors have the right to acquire through the exercise of stock options (whether or not vested) and unvested performance-based equity awards are not included for purposes of determined stock ownership requirements. Compliance with the stock ownership guidelines is measured annually. As of the date of this report, subject to the transition period described above, all covered officers and non-employee directors are in compliance with the policy or are expected to be in compliance with the policy.

Stockholder Communications with the Board

Should stockholders wish to communicate with the Board or any specified individual directors, such correspondence should be sent to the attention of the Corporate Secretary at 500 Dallas Street, Suite 1700, Houston, Texas 77002. The mailing envelope must contain a clear notation indicating that the enclosed letter is an “AMPY Stockholder-Board Communication” or “AMPY Stockholder-Director Communication.” All such letters must identify the author as a stockholder and clearly state whether the intended recipients are all members of the Board or certain specified individual directors. The Company’s General Counsel will review each communication received from stockholders and other interested parties and will forward the communication, as expeditiously as reasonably practicable, to the addressees if: (i) the communication complies with the requirements of any applicable policy adopted by the Board relating to the subject matter of the communication and (ii) the communication falls within the scope of matters generally considered by the Board. If the subject matter of a communication relates to matters that have been delegated by the Board to a committee or to an executive officer of the Company, then the Company’s General Counsel may forward the communication to the executive officer or chairman of the committee to which the matter has been delegated. If requested, any questions or comments will be kept confidential to the extent reasonably possible. The acceptance and forwarding of communications to the members of the Board or an executive officer does not imply or create any fiduciary duty of the Board members or executive officer to the person submitting the communications.

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee is presently or has been an officer or employee of the Company. In addition, during the last fiscal year, no executive officer served as a member of the board or the compensation committee (or other board committee performing similar functions or, in the absence of any such committee, the entire board) of any entity in which a Board member is an executive officer.

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MEETINGS AND COMMITTEES OF THE BOARD

Meetings of the Board

In 2025, the Board held 17 meetings. All of the directors as of December 31, 2025 attended at least 75% of such aggregate meetings of the Board and any committees on which they served occurring during 2025.

The non-management directors meet regularly in executive sessions without management participation. The directors meeting in such executive sessions do not constitute a committee of the Board and thus do not take action at such sessions; however, the participating directors may make recommendations for consideration by the full Board. The director who presides at these meetings will be the Chairman of the Board (if such person is an independent director), or in the Chairman’s absence or if the Chairman is not an independent director, by the Lead Independent Director, who shall have been selected and recommended to the Board by the Nominating and Governance Committee. See “Corporate Governance Matters — Board Leadership” for more information regarding the Company’s current Chairman and Lead Independent Director.

Committees of the Board

The Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee.

Audit Committee

The members of the Audit Committee are Messrs. Hamm and Snyder (Chair) and Ms. Adams. The Audit Committee held 4 meetings during 2025.

The Audit Committee assists the Board by overseeing responsibilities regarding the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the qualifications, independence and performance of the Company’s independent registered public accounting firm and the effectiveness and performance of the Company’s internal audit function.

Additional information regarding the functions performed by the Audit Committee and its membership is set forth in the “Report of the Audit Committee of the Board” section included herein and also in the “Audit Committee Charter,” which is posted on the Company’s website at www.amplifyenergy.com/investor-relations/corporate-governance/governance-documents/default.aspx.

Compensation Committee

The members of the Compensation Committee are Messrs. Coghill, Hamm (Chair) and Snyder and Ms. Adams. The Compensation Committee held 4 meetings during 2025.

Responsibilities of the Compensation Committee, which are discussed in detail in the “Compensation Committee Charter” that is posted on the Company’s website at www.amplifyenergy.com/investor-relations/corporate-governance/governance-documents/default.aspx, include, among other duties:

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periodic review of the compensation, employee benefit plans and fringe benefits paid to, or provided for, executive officers of the Company;

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approval of the annual salaries, bonuses and share-based awards paid to the Company’s executive officers;

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periodic review and recommendation to the full Board of the total compensation for each non-employee director for services as a member of the Board and its committees; and

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oversight of all matters of executive compensation policy.

The Compensation Committee is delegated all authority of the Board as may be required or advisable to fulfill the purposes of the Compensation Committee. The Compensation Committee may form and

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delegate some or all of its authority to subcommittees when it deems appropriate. Meetings may, at the discretion of the Compensation Committee, include members of the Company’s management, other members of the Board, consultants or advisors, and such other persons as the Compensation Committee or its chairperson may determine in an informational or advisory capacity.

Our Chief Executive Officer annually reviews the competitive pay, position and performance of each member of senior management other than himself, taking into consideration third-party compensation survey data and other input from the Compensation Committee’s independent compensation consultant. Our Chief Executive Officer’s conclusions and recommendations, including those for base salary adjustments and award amounts for the current year and target annual award amounts for the next year under our bonus plan, are presented to the Compensation Committee. The Compensation Committee makes all compensation decisions and approves all share-based awards for our NEOs and other officers at or above the senior vice president level. The Compensation Committee may exercise its discretion in modifying any compensation adjustment or awards to any executive officer, including reducing or increasing the payment amount for one or more components of such awards.

Our Board annually considers the performance of our Chief Executive Officer. The Compensation Committee determines all components of our Chief Executive Officer’s compensation and meets outside the presence of all of our executive officers to consider appropriate compensation for our Chief Executive Officer.

Additional information regarding the functions performed by the Compensation Committee and its membership is set forth in the “Compensation Committee Charter,” which is posted on the Company’s website at www.amplifyenergy.com/investor-relations/corporate-governance/governance-documents/default.aspx.

Nominating and Governance Committee

The members of the Nominating and Governance Committee are Ms. Adams (Chair) and Messrs. Hamm and Snyder. The Nominating and Governance Committee held 4 meetings during 2025.

The Nominating and Governance Committee assists the Board in evaluating potential new members of the Board, recommending committee members and structure, and advising the Board about corporate governance practices, including environmental, social and governance, environmental, health and safety and risk management matters.

The Nominating and Governance Committee has several methods of identifying Board candidates. First, the committee considers and evaluates whether or not the existing directors whose terms are expiring remain appropriate candidates for the Board. Second, the committee requests from time to time that its members and the other Board members identify possible candidates. Third, the committee has the authority to retain one or more search firms to aid in its search. The search firm assists the Board in identifying potential Board candidates, interviewing those candidates and conducting investigations relative to their background and qualifications.

Additional information regarding the functions performed by the Nominating and Governance Committee is set forth in the “Nominating and Governance Committee Charter,” which is posted on the Company’s website at www.amplifyenergy.com/investor-relations/corporate-governance/governance-documents/default.aspx.

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SUSTAINABILITY

We believe that it is of the utmost importance to conduct our business in a way that is consistent with our reputation of operating in a responsible and ethical manner that will serve to protect our employees and contractors, and the environments in which we operate, while supporting the communities in which we live and work. Consistent with this mission, the Board and specifically the Nominating and Governance Committee, along with management, oversees the Company’s environmental, social and governance initiatives with a focus on long-term, sustainable investments in our operations, team member development, and protecting the environment in the best interests of all of our stakeholders. The Board is also committed to effective and sustainable corporate governance, which we believe strengthens Board and management accountability, promotes the long-term interests of our stockholders, and helps build public trust in our Company. We seek to continuously evaluate the business to identify risks and opportunities, including risk associated with climate change and current and potential related regulations. Our commitment to sustainability is outlined in our Sustainability Results, which we published in November 2025. In the creation of our Sustainability Results, we considered various frameworks, including the Sustainability Accounting Standards Board’s Oil and Gas and Exploration and Production Sustainability Accounting Standards, the Global Sustainability Standards Board’s Global Reporting Initiative and associated Oil & Gas Sector Standards, and the United Nations Sustainable Development Goals. Information included in our Sustainability Results is not incorporated by reference into this Proxy Statement or any of our other filings with the SEC or considered to be part of this document.

Below are additional highlights of our sustainability program.

Environmental

Greenhouse Gas Emissions

We look for opportunities to reduce direct greenhouse gas (“GHG”) emissions associated with our operations. We report total Scope 1 emissions resulting from our operations to the U.S. Environmental Protection Agency and other agencies consistent with regulatory requirements. We seek to limit and reduce GHG emissions throughout the development and production lifecycle, primarily by focusing on operational efficiencies and innovative technologies.

Water Management & Biodiversity Impacts

We seek to reduce our environmental impact on local water supplies by focusing on proper sourcing, recycling, reuse and safe disposal of water throughout our operations. We also look for ways to reduce our water use by adopting best practices and utilizing advancing technologies in connection with our drilling, completion and production operations and by prioritizing water recycling where feasible. The Company has no operations in areas with High or Extremely High Baseline Water Stress as classified by the World Resource Institute’s Water Risk Atlas tool (i.e., Aqueduct). The substantial majority of the water used in our onshore operations is produced saltwater. Water that is produced in our operations is processed and treated according to strict EPA regulations before it is injected back into the producing reservoirs to maintain pressure.

We monitor and identify trends in oil spills and produced water, and we look to mitigate and reinforce prevention with employees and contractors. We track, record, and determine the cause of spills, maintain spill prevention plans, employ routine inspections and maintenance by trained personnel to verify that controls are functioning properly, and require annual training for our operations personnel to review the requirements of the plan and personnel responsibilities.

Human Capital

Safety

Safety is our highest priority, and we are dedicated to the wellbeing of our employees, contractors, business partners, stakeholders and the environment. We promote safety with a robust health and safety

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program, which includes employee orientation and training, contractor management, risk assessment, hazard identification and mitigation, audits, incident reporting and investigation, and corrective and preventative action development.

In addition, we employ environmental, health and safety personnel at each of our asset locations, who provide in-person safety training and regular safety meetings. We also utilize learning management software to provide safety training on a variety of topics, and we contract with third-party technical experts to facilitate training on specialized topics that are unique to each of our areas of operation.

It is our policy to provide our employees with a safe and healthy workplace and to follow procedures aimed at safeguarding employees. We believe accident prevention and efficiency in production run hand-in-hand. Our internal Stop Work Authority empowers employees to pause operations so that an observed potential hazard can be eliminated or mitigated.

We are committed to maintaining a safe and healthy work environment by complying with state and federal regulations concerning the health and safety of our employees. Our employees are expected to demonstrate a cooperative spirit by working together to help us in this effort. As such, every employee is directly responsible for the proper care and use of Amplify property and equipment placed in their charge, either temporarily or on a regular basis.

Compensation

We operate in a highly competitive environment and have designed our compensation program to attract, retain and motivate talented and experienced individuals. Our compensation philosophy is designed to align the interests of our workforce with those of our stakeholders and to reward them for achieving the Company’s business and strategic objectives and driving shareholder value. We consider competitive market compensation paid by our peers and other companies comparable to us in size, geographic location and operations in order to ensure our compensation remains competitive and fulfills our goal of recruiting and retaining talented employees.

Training and Development

We are committed to the training and development of our employees. Employees are regularly provided training opportunities to develop skills in leadership, safety, and technical acumen, which bolsters our efforts in conducting business in a safe manner and with high ethical standards. Further, we believe that supporting our employees in achieving their career and development goals is a key element of our approach to attracting and retaining top talent. We encourage our employees to advance their knowledge and skills and to network with other professionals in order to pursue career advancement and potential future opportunities with the Company. Our employees are able to attend training seminars and off-site workshops or to join professional associations that will enable them to remain up to date on the latest changes and best practices in their respective fields.

Inclusion

We are committed to supporting an inclusive workplace and career development opportunities to attract and retain talented employees. As of December 31, 2025 approximately 56% of our total workforce self-identified as a racial or ethnic minority and approximately 18% self-identified as female. As of the same date, approximately 57% of the employees located in our corporate headquarters self-identified as a racial or ethnic minority and approximately 67% self-identified as female. It is our policy to prohibit discrimination and harassment of any type and afford equal employment opportunities to employees and applicants without regard to race, ethnicity, religion, sexual orientation, national origin, age, disability, genetic information, veteran status, or any other basis protected by federal, state or local law. Further, it is our policy to forbid retaliation against any individual who reports, claims, or makes a charge of discrimination or harassment, fraud, unethical conduct, or a violation of our Company policies. To sustain and promote an inclusive culture, we maintain a robust compliance program rooted in our Code of Business Conduct and Ethics and other Company policies, which provide policies and guidance on non-discrimination, anti-harassment, and equal employment opportunities. We require all employees to complete periodic training sessions on various aspects of our corporate policies through an annual acknowledgment and certification process.

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Health and Wellness

We support our employees and their families by offering a robust package of health and welfare benefits, medical, dental, and vision insurance plans for employees and their families, life insurance and long-term disability plans, paid time off for holidays, vacation, sick leave, and other personal leave, and health and dependent care savings accounts. We also provide our employees with a 401(k) plan that includes a competitive company match, and employees have access to a variety of resources and services to help them plan for retirement. In addition to these programs, we have several other programs designed to further promote the health and wellness of our employees, including, among others, an employee assistance program that offers counseling and referral services for a broad range of personal and family situations.

We believe the success of our business is fundamentally connected to the safety and well-being of our employees. Our focus remains on providing a safe office environment for our employees while allowing for remote work, hybrid work and flexible work schedules in certain circumstances. With the support of the varying work arrangements and a geographically dispersed workforce, we continue to develop ways to best support our people.

Corporate Governance Highlights

Our Board continuously evaluates its corporate governance practices and seeks to maintain a governance structure that serves the interests of the Company and its stockholders. Below are some of the practices we observe that we believe demonstrate our commitment to strong and effective governance. Such statistics represent the composition of our Board after the Annual Meeting.

	Board Refreshment and Independence
	All members of our Board, other than our CEO, are independent
	Independent Board Chair, separate from the CEO
	Independent Lead Director, separate from the CEO and the Board Chair
	Independent committee chairs, with all committee members independent
	Average director tenure of approximately 4.2 years

	Stockholder Rights and Accountability Features
	Majority vote standard for director nominees in uncontested elections
	Declassified Board, with all directors standing for election annually
	Stockholders have the ability to take action by written consent and call special meetings
	Clawback policy compliant with the SEC’s and NYSE’s adopted final rules that applies in the event that the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under applicable securities laws
	Stock ownership guidelines for our directors and executive officers
	Insider trading policy prohibiting hedging and pledging by directors and executive officers

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD

The material in this report is not “soliciting material,” is not deemed “filed” with the Securities and Exchange Commission (the “SEC”), and is not to be incorporated by reference into any filing of Amplify Energy Corp. (the “Company”) under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

The primary purpose of the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company (the “Board”) is to oversee the Company’s financial reporting processes on behalf of the Board. The Audit Committee’s functions are more fully described in its charter, which is available on the Company’s website at http://www.amplifyenergy.com. Management has the primary responsibility for the Company’s financial statements and reporting processes, including its systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the Company’s audited financial statements as of and for the year ended December 31, 2025.

The Audit Committee discussed with Deloitte & Touche LLP, the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025, the matters required to be discussed by Auditing Standard No. 16 as adopted by the Public Company Accounting Oversight Board (the “PCAOB”) in Rule 3200T. In addition, the Audit Committee discussed with Deloitte & Touche LLP their independence and received from Deloitte & Touche LLP the written disclosures and the letter required by Ethics and Independence Rule 3526 of the PCAOB. Finally, the Audit Committee discussed with Deloitte & Touche LLP, with and without management present, the scope and results of Deloitte & Touche LLP’s audit of such financial statements.

Based on these reviews and discussions, the Audit Committee recommended to the Board that such audited financial statements be included in the Company’s 2025 Annual Report on Form 10-K for filing with the SEC.

				The Audit Committee of Amplify Energy Corp.
				Todd R. Snyder, Chair Christopher W. Hamm Deborah G. Adams

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In the ordinary course of the Company’s business, the Company purchases products or services from, or engages in other transactions with, various third parties. Occasionally, these transactions may involve entities that are affiliated with one or more members of the Board.

Procedures for Approval of Related Party Transactions

We maintain a policy for approval of related party transactions. A “Related Party Transaction” is a transaction, arrangement or relationship in which we or any of our subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A “Related Person” means:

•

any person who is, or at any time during the applicable period was, one of our executive officers or one of our directors;

•

any person who is known by us to be the beneficial owner of more than 5% of our Common Stock;

•

any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of our Common Stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of our Common Stock; and

•

any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.

The Audit Committee is charged with reviewing the material facts of all related person transactions and either approving or disapproving of the Company’s participation in such transactions under the Company’s written Related Persons Transaction Policy, which pre-approves or ratifies (as applicable) certain related person transactions, including:

•

any employment by the Company of an executive officer if his or her compensation is required to be reported in the Company’s proxy statement under Item 402;

•

director compensation that is required to be reported in the Company’s proxy statement under Item 402;

•

any transaction with another company or which a Related Person’s relationship is an employee (other than an executive officer), director or beneficial owner of less than 10% of that company’s shares if the aggregate amount involved for any particular service does not exceed the greater of $500,000 or 25% of that company’s total annual revenues; and

•

charitable contribution, grant or endowment by the Company to a charitable organization, foundation or university at which a Related Person’s only relationship is as an employee (other than an executive officer) or a director if the aggregate amount involved does not exceed the lesser of $200,000 or 10% of the charitable organization’s total annual receipts.

In determining whether to approve or disapprove entry into a Related Party Transaction, the Audit Committee shall take into account, among other factors, the following: (i) whether the Related Party Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, (ii) the extent of the Related Person’s interest in the transaction, (iii) whether the Related Party Transaction was undertaken in the ordinary course of business of the Company, (iv) the availability of other sources of comparable products or services, (v) whether the Related Party Transaction was initiated by the Company or the Related Person, (vi) the purpose of, and the potential benefits to the Company of the Related Party Transaction, (vii) the approximate dollar value of the amount involved in the Related Party Transaction particularly as it related to the Related Person and (viii) whether the Related Party Transaction is material to the Company. Further, the policy requires that all Related Party Transactions required to be disclosed in the Company’s filings with the SEC be so disclosed in accordance with applicable laws, rules and regulations.

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Since January 1, 2025, there has not been any transaction or series of similar transactions to which the Company was or is a party in which the amount involved exceeded or exceeds $120,000 and in which any of the Company’s directors, executive officers, holders of more than 5% of any class of its voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers, which are described in the sections entitled “Executive Compensation” and “Director Compensation.”

Indemnification of Officers and Directors

Section 145 of the DGCL authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursements for expenses incurred arising under the Securities Act.

We have entered into indemnification agreements with each of our directors and certain executive officers. These agreements require us to indemnify these individuals to the fullest extent permissible under Delaware law against liabilities that may arise by reason of their service to us or at our direction, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also maintain director and officer liability insurance.

Our second amended and restated certificate of incorporation, as amended, also provides that we will indemnify each of our executive officers and directors to the fullest extent permitted by the DGCL against liabilities that may arise by reason of their service to us or at our direction, and to advance expenses to each indemnitee in connection with any proceeding in which indemnification is available.

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EXECUTIVE COMPENSATION

Executive Compensation

We are currently considered a “smaller reporting company” within the meaning of the Exchange Act for purposes of the SEC’s executive compensation disclosure rules. Accordingly, we have provided disclosures relating to our NEOs, which are the individuals who served as principal executive officer and the next two most highly compensated executive officers for the fiscal year ended December 31, 2025.

Name			Position with the Company
Daniel Furbee(1)			Chief Executive Officer
James Frew(2)			President & Chief Financial Officer
Eric M. Willis			Senior Vice President, General Counsel & Corporate Secretary
Martyn Willsher(3)			Former President & Chief Executive Officer

(1)

On July 21, 2025, the Board appointed Mr. Furbee as the Company’s Chief Executive Officer and a member of the Board, effective as of July 22, 2025 (the “CEO Transition Date”).

(2)

On the CEO Transition Date, Mr. Frew, who had been serving as the Company’s Senior Vice President and Chief Financial Officer, was appointed as the Company’s President and Chief Financial Officer.

(3)

Mr. Willsher’s roles as President and Chief Executive Officer of the Company and a member of the Board terminated effective as of the CEO Transition Date, and he assumed the non-executive employee role of Special Advisor to the Company on such date. Mr. Willsher’s employment terminated on December 31, 2025.

2025 Summary Compensation Table

The following table includes the compensation earned by our NEOs for the fiscal years ended December 31, 2025 and 2024.

Name and Principal Position	Year		Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)		Non-equity Incentive Plan Compensation ($)(4)		All Other Compensation ($)(5)		Total ($)
Daniel Furbee Chief Executive Officer		2025		430,457		49,019		1,038,349		359,473		21,000		1,898,298
Daniel Furbee Chief Executive Officer		2024		397,046		16,000		684,172		320,000		20,700		1,437,918
James Frew(6) President & Chief Financial Officer		2025		408,057		46,547		634,418		341,344		21,000		1,451,366
Eric M. Willis Senior Vice President, General Counsel & Corporate Secretary		2025		408,057		46,547		634,418		341,344		21,000		1,451,366
		2024		378,380		200,750		746,644		264,992		20,700		1,611,466
Martyn Willsher Former President and Chief Executive Officer		2025		542,000		—		1,657,665		—		1,745,042		3,944,707
		2024		539,885		27,040		1,355,922		540,800		20,700		2,484,347

(1)

The amounts in this column represent the base salary earned by each of our NEOs in the applicable fiscal year. From the CEO Transition Date through December 31, 2025, Mr. Willsher continued to receive base salary payments of his annual base salary ($208,000 in aggregate), which payments were deducted from his cash severance benefits.

(2)

The amounts in this column represent, for fiscal year 2025, a discretionary cash incentive bonus awarded to each of our NEOs in respect of fiscal year 2025. See the section below titled “Annual Incentive Bonuses” for more information on such bonuses.

(3)

The amounts in this column represent the aggregate grant date fair value of the stock awards granted to our NEOs in the applicable fiscal year, computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“FASB ASC”) Topic 718, but excluding any

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impact of estimated forfeiture rates. For fiscal year 2025, our NEOs received an annual grant under the EIP (as defined below) of restricted stock units with both performance- and service-based vesting conditions (“PSUs”) and restricted stock units with only service-based vesting conditions (“RSUs”). For fiscal year 2025, this number also includes, for Mr. Furbee, the one-time PSU award he received in connection with his appointment to Chief Executive Officer. The amounts reported in this column in respect of the PSU awards granted to our NEOs reflect the Company’s determination of the probable outcome of the performance-vesting conditions. Assuming maximum performance for the PSU awards granted to our NEOs in fiscal year 2025, the grant date fair value included in this column for Messrs. Willsher, Furbee, Frew and Willis would be equal to approximately $2,502,849, $1,498,866, $721,976 and $721,976, respectively. See the section below titled “Long-Term Incentive Compensation” for more information.

(4)

The amounts in this column reflect the annual incentive bonuses paid in cash to each NEO pursuant to our annual incentive bonus program based on the achievement of the applicable performance conditions. See the section below titled “Annual Incentive Bonuses” for more information.

(5)

For each NEO other than Mr. Willsher, amounts in this column reflect, for fiscal year 2025, Company contributions to the Company’s 401(k) plan. For Mr. Willsher, the amount in this column for fiscal year 2025 reflects (i) $21,000 with respect to Company contributions to the Company’s 401(k) plan, and (ii) $812,765 with respect to the acceleration value of Mr. Willsher’s accelerated equity awards in connection with his termination. Following Mr. Willsher’s termination on December 31, 2025, subject to his execution and non-revocation and a general release of claims and continued compliance with his restrictive covenants, Mr. Willsher is also entitled to (A) a lump sum cash payment equal to $315,467, which reflects his pro-rated annual bonus through August 1, 2025, (B) a lump sum cash severance payment equal to $873,600, (C) continued healthcare coverage under the Company’s plan during the 12-month period following his termination date (which equals $29,138 in the aggregate) and (D) a lump sum cash payment equal to $40,734 related to accrued but unused paid time off.

(6)

James Frew was not an NEO in fiscal year 2024.

Narrative Disclosure to Summary Compensation Table

The Company employs a compensation philosophy that emphasizes pay-for-performance based on a combination of Company and individual performance and places the majority of each officer’s compensation at risk based on key performance indicators or stock price performance over the long term. We believe this pay-for-performance approach generally aligns the interests of our executive officers with that of our stockholders. The Company’s executive compensation program is designed to attract and retain individuals with the background and skills necessary to successfully execute on our business strategy in a demanding environment, to motivate those individuals to reach near-term and long-term goals and to reward success in achieving such goals. As our needs evolve and as circumstances require, we periodically reevaluate our executive compensation philosophy, principal objectives and programs. Certain best practice elements of our compensation program are described below.

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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

Our compensation program is designed to align executive compensation with Company performance. The following charts illustrate that the largest component of target compensation for our NEOs is performance-based, aligning the interests of our NEOs with those of our stockholders. For Mr. Furbee and our other NEOs (other than Mr. Willsher), 77% and 73% of the total target compensation for fiscal year 2025 was allocated to performance and/or stock-based compensation, respectively. The chart below reflects the target compensation for our NEOs’ during fiscal year 2025, including base salary, target annual incentive bonus and target long-term incentive opportunities.

FISCAL YEAR 2025 TARGET COMPENSATION (AS OF DECEMBER 31, 2025)

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Determining Compensation

To understand the competitive market for executive talent, the Compensation Committee, in consultation with its independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), compares Amplify’s compensation design and pay levels to compensation data for similarly situated executives at peer companies. The Compensation Committee, in consultation with Meridian, then selects peer companies based on their industry and company size as defined by enterprise value, market capitalization, assets, and production.

Compensation Peer Group

As a result of the continued consolidation in the exploration and production (E&P) sector, compensation peer group selection for smaller E&P companies is challenging, with a limited number of companies that have

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a similar size and operations to Amplify. The Compensation Committee reviewed the current benchmarking peer group, along with other potential peers, to develop a peer group for its fiscal year 2025 compensation decisions with the assistance of Meridian. The Compensation Committee, in consultation with Meridian, approved the following peer group of 10 companies for purposes of assessing fiscal year 2025 executive compensation:

2025 Compensation Peer Group
Berry Corporation	Granite Ridge Resources, Inc.	VAALCO Energy, Inc.
Diversified Energy Company PLC	Riley Exploration Permian, Inc.	W&T Offshore, Inc.
Evolution Petroleum Corporation	Ring Energy, Inc.
Gran Tierra Energy Inc.	SandRidge Energy, Inc.

Performance Peer Group

Amplify has historically used the same peer group for executive compensation and relative TSR performance measurement purposes. However, beginning in fiscal year 2024, in light of transactional activity involving exploration and production companies of comparable size to Amplify and the corresponding reduction in the number of relevant peers, the Compensation Committee, with the assistance of Meridian, began utilizing a separate peer group to measure relative Company performance as part of its long-term incentive program.

For purposes of determining this performance peer group, the Compensation Committee approved the inclusion of two industry specific, market-based indices to ensure a robust comparator set to buffer against continued transactional activity over the performance period and to acknowledge the broader competition for investor capital. The Compensation Committee, in consultation with Meridian, approved the following peer group of 12 companies and 2 broader indices to assess fiscal year 2025 long-term incentive performance:

2025 Performance Peer Group
Berry Corporation	Mach Natural Resources LP	VAALCO Energy, Inc.
Diversified Energy Company PLC	Riley Exploration Permian, Inc.	W&T Offshore, Inc.
Evolution Petroleum Corporation	Ring Energy, Inc.	SPDR S&P Oil & Gas Exploration & Production ETF
Gran Tierra Energy Inc.	SandRidge Energy, Inc.	iShares Russell 2000 ETF
Granite Ridge Resources	TXO Partners L.P.

The Compensation Committee works with Meridian to determine our NEO’s compensation generally, which it then recommends to the Board for approval.

Base Salaries

In fiscal year 2025, the Company provided base salaries for our NEOs that were generally competitive within the market, but relatively moderate as compared to the base salaries paid by companies with which we compete for similar executive talent across the broad spectrum of the energy industry. Following the Compensation Committee’s discussions with Meridian, and in order to be more competitive with industry peers, the Board approved increases to our NEOs’ base salaries for fiscal year 2025, effective as of January 28, 2025 and/or effective as of July 22, 2025, as applicable.

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The annualized base salaries paid to our NEOs in fiscal years 2025 and 2024 are set forth in the chart below:

Name	2024			2025			Percent Increase (2024 – 2025)
Mr. Furbee(1)		$	400,000		$	453,880		13.5%
Mr. Frew(2)		$	—		$	430,990		13.8%
Mr. Willis(3)		$	378,560		$	430,990		13.8%
Mr. Willsher		$	540,800		$	540,800		0%

(1)

Effective January 28, 2025, Mr. Furbee’s annual base salary increased to $414,000. Effective as of the CEO Transition Date and in connection with Mr. Furbee’s appointment as Chief Executive Officer, his annual base salary increased to $453,880, and his target annual incentive bonus increased to 90% of his annual base salary.

(2)

Mr. Frew was not an NEO in fiscal year 2024. Effective January 28, 2025, Mr. Frew’s annual base salary increased to $391,810. Effective as of the CEO Transition Date and in connection with Mr. Frew’s appointment as President and Chief Financial Officer, his annual base salary increased to $430,990, and his target annual incentive bonus increased to 90% of his annual base salary.

(3)

Effective January 28, 2025, Mr. Willis’ annual base salary increased to $391,810. Effective as of the CEO Transition Date, Mr. Willis’ annual base salary increased to $430,990, and his target annual incentive bonus increased to 90% of his annual base salary.

Annual Incentive Bonuses

Annual incentive cash bonuses represent the short-term performance-based element of the Company’s compensation program. Annual incentive bonus awards may be earned pursuant to our annual incentive bonus program and are based on achievement of pre-determined Company financial objectives, as determined by the Board. We review overall contribution to Company performance for our NEOs annually to determine the annual incentive bonus award payments for the most recently completed fiscal year. At the end of each fiscal year, we meet with each NEO to discuss our performance goals for the upcoming fiscal year and what each NEO is expected to contribute to help us achieve those performance goals. Each NEO has a target award opportunity with no minimum (that is, the actual payment could be 0%) and a maximum of 150% of their target opportunity.

Generally, the determination of each NEO’s actual annual bonus payout will reflect actual corporate performance measured against pre-determined performance goals, subject to the Compensation Committee’s discretion to adjust payments as it deems appropriate.

2025 Annual Incentive Bonus

The Compensation Committee considers several factors in determining the total bonus opportunity for our NEOs pursuant to our annual incentive bonus program. For fiscal year 2025, the Company adopted revised annual incentive bonus metrics and methodologies (as compared to prior years), eliminating the remaining weighted discretionary component.

With significant focus placed on the Company’s 2025 development plan at our producing oil property located in federal waters in the Pacific Outer Continental Shelf (“Beta”), the Compensation Committee determined to continue to bifurcate the oil and natural gas production metrics to better align with Beta’s 100% oil production profile. The Compensation Committee also continued to place greater emphasis on the Company’s key financial metrics, increasing the weighting of average daily oil production from 20% to 25%. The Compensation Committee retains all powers and discretion necessary or appropriate to administer the Company’s annual incentive bonus program and to control its operation.

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For the 2025 fiscal year, the Company’s performance measures in respect of the annual incentive bonus program were the following:

Performance Metric	Weight
Reported free cash flow ($MM)		30%
Average daily production (oil) (Mboe/d)		25%
Average daily production (natural gas / NGLs) (Mboe/d)		5%
Lease operating expense and capital expenditures ($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%
Total		100%

Target performance levels for each performance objective above were established by the Compensation Committee in the first quarter of fiscal year 2025, and were set at challenging levels that were both consistent with our long-term goals and intended to incentivize and reward superior performance. In addition, a threshold level of performance was established for each performance objective, and if threshold performance for a performance objective was not achieved, no bonus amount will be earned in respect of such performance objective. Payouts under the annual incentive bonus program are capped at 150% of target.

For fiscal year 2025, the pre-determined performance goals, and the Company’s actual performance with respect to such goals, were as follows:

Performance Metric	Threshold			Target			Maximum			Weight		Actual Performance
Reported free cash flow ($MM)		$	(28.6)		$	(13.7)		$	15.2		30%		16.1%
Average daily production (oil) (Mboe/d)			6.7			8.3			10.0		25%		22.5%
Average daily production (natural gas / NGLs) (Mboe/d)			6.6			8.3			10.0		5%		4.3%
Lease operating expense and capital expenditures ($MM)		$	236.4		$	208.0		$	186.5		20%		17.5%
Cash general and administrative expense ($MM)		$	30.2		$	27.2		$	24.3		10%		13.1%
ESG – Total recordable incident rate (3-year average improvement) (#)			2.0			1.1			0.3		5%		6.6%
ESG – Spill rate (3-year average improvement) (#)			35.4			23.6			11.8		5%		7.5%

Based on the Compensation Committee’s evaluation of the Company’s overall performance for fiscal year 2025 relative to the scorecard above, the Compensation Committee determined that such performance resulted in a formulaic payout for each NEO of 88% of target. In evaluating the Company’s performance for fiscal year 2025, the Compensation Committee considered many additional factors, including the significant shift in corporate strategy mid-year affecting all aspects of the organization, including, but not limited to, (i) the successful completion of six divestiture transactions for approximately $250 million in aggregate proceeds, (ii) the repayment of all outstanding debt under the Company revolving credit facility, (iii) the reduction in the Company’s forward-looking cash general and administrative expense of approximately $10 million and (iv) the strong performance of the Beta development plan. As a result of the foregoing, the Compensation Committee exercised its discretion to award annual incentive bonus payouts at 100% of target for each of our NEOs.

Special Cash Bonuses

In connection with Mr. Frew’s appointment as President and Chief Financial Officer on the CEO Transition Date, the Company granted Mr. Frew a special cash bonus (the “Frew Special Bonus”) equal to $450,000 that will vest and become payable upon the earlier of (x) a termination by the Company without “cause” or by Mr. Frew for “good reason” (each, a “Qualifying Termination”) and (y) July 22, 2027. In

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the event Mr. Frew’s employment terminates for any reason other than a Qualifying Termination prior to the vesting date, the Frew Special Bonus will be forfeited for no consideration.

On the CEO Transition Date, the Company granted Mr. Willis a special cash bonus (the “Willis Special Bonus”) equal to $450,000 that will vest and become payable upon the earlier of (i) a Qualifying Termination, and (ii) July 22, 2027. In the event Mr. Willis’s employment terminates for any reason other than a Qualifying Termination prior to the vesting date, the Willis Special Bonus will be forfeited for no consideration.

Long-Term Incentive Compensation

The long-term incentive equity awards granted to our NEOs prior to fiscal year 2025 were made under the Amplify Energy Corp. Equity Incentive Plan (the “2021 EIP”), which permitted the Company to grant nonqualified stock options, incentive stock options, restricted stock awards, RSUs, PSUs, stock appreciation rights, other stock-based awards and cash awards. On April 1, 2024, we adopted the 2024 EIP, which superseded and replaced the 2021 EIP in its entirety upon its approval by our stockholders at the Company’s fiscal year 2024 annual meeting (the “2024 EIP” together with the 2021 EIP, collectively, the “EIP”). The purpose of the EIP is to align the interests of our eligible service providers with the interests of our stockholders by providing long term incentive compensation awards tied to Company performance.

Each of our NEOs is eligible to participate in the EIP. The EIP allows the Company to grant nonqualified stock options, incentive stock options, restricted stock, RSUs, PSUs, stock appreciation rights, other stock-based awards and cash awards. The Compensation Committee determines the size and vesting terms of all awards granted under the EIP and recommends such terms to the Board for approval. The Compensation Committee administers all other aspects of the EIP.

For fiscal year 2025, each of our NEOs received an annual grant of PSUs and RSUs, with PSUs representing 50% of the total award value (or 70% for Mr. Willsher) and RSUs representing the remaining 50% of the total award value (or 30% for Mr. Willsher).

The annual PSUs granted to our NEOs in fiscal year 2025 vest based on the achievement of the Company’s relative total shareholder return as set forth below, measured during the three-year performance period, subject to continued employment through the applicable vesting date. If the Company’s absolute shareholder return is negative over such performance period, the PSU payout will be capped at 100% of target.

Percentile Rank Relative TSR	Payout Percentage of Target Number of PSUs(1)
75th percentile or better		200%
50th percentile		100%
25th percentile		50%
<25th percentile		0%

(1)

Payouts for performance between the points set forth in the table above are determined using straight-line interpolation; provided, that, if the Company’s absolute shareholder return is negative over the performance period, the PSU payout will be capped at 100% of target.

The RSUs granted to our NEOs in fiscal year 2025 vest ratably over a three-year period, subject to continued employment through each applicable vesting date.

In addition to his annual award, Mr. Furbee received a one-time grant of 100,000 PSUs (the “Target PSUs”) on July 22, 2025 in connection with his appointment to Chief Executive Officer, pursuant to a PSU award agreement between Mr. Furbee and the Company (the “One-Time PSU Award Agreement”). The PSUs are subject to a performance period that begins on July 22, 2025 and ends on March 31, 2028 (the “Performance Period”). The PSUs will vest, subject to Mr. Furbee’s continued employment through the settlement date, as follows: (i) 50% of the Target PSUs will vest if the 20-day volume-weighted average closing

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price (“VWAP”) of a share of Company common stock for the 20 consecutive trading days immediately preceding the end of the Performance Period equals at least $6.00 but less than $8.00, (ii) 100% of the Target PSUs will vest if the 20-day VWAP of a share of Company common stock for the 20 consecutive trading days immediately preceding the end of the Performance Period equals at least $8.00, but less than $10.00, and (iii) 200% of the Target PSUs will vest if the 20-day VWAP of a share of Company common stock for the 20 consecutive trading days immediately preceding the end of the Performance Period equals at least $10.00, with linear interpolation to apply for actual performance achieved between the foregoing thresholds.

See the section below titled “Potential Payments upon Termination or Change in Control — Accelerated Vesting under Award Agreements” for details regarding the payments that our NEOs are eligible to receive pursuant to the EIP and their applicable award agreements upon certain terminations of employment or a change in control.

Employment Agreements

Mr. Furbee, Mr. Frew and Mr. Willis are party to an employment agreement with the Company and Amplify Energy Services LLC, effective as of November 1, 2023 (collectively with the Willsher Employment Agreement (as defined below) the “Employment Agreements”). Prior to Mr. Willsher’s transition and separation from the Company, he was party to an employment agreement with the Company and Amplify Energy Services LLC, effective as of November 1, 2023 (the “Willsher Employment Agreement”). The Employment Agreements memorialize each NEO’s initial base salary and target annual bonus. Each Employment Agreement subjects the NEO to certain non-competition, non-solicitation and non-interference covenants that apply during the term of employment and for 12 months thereafter, as well as perpetual assignment of inventions, non-disparagement and confidentiality covenants. See the section below titled “Potential Payments upon Termination or Change in Control — Severance Benefits under Employment Agreements” for further details regarding the payments that our NEOs are eligible to receive upon a termination of employment or a change in control.

Transition and Separation Agreement

In connection with Mr. Willsher’s transition from his roles as President and Chief Executive Officer of the Company and a member of the Board to the non-executive employee role of Special Advisor to the Company on the CEO Transition Date, he entered into a Transition and Separation Agreement with the Company, effective as of the CEO Transition Date (the “Transition and Separation Agreement”). Pursuant to the Transition and Separation Agreement, Mr. Willsher would serve as Special Advisor to the Company until December 31, 2025, unless earlier terminated in accordance with the terms of the Transition and Separation Agreement (the “Termination Date,” and the period beginning on the Transition Date and ending on the Termination Date, the “Transition Period”). In exchange for providing transition services during the Transition Period, subject to Mr. Willsher’s execution and non-revocation of a general release of claims and continued compliance with the restrictive covenants set forth in the Willsher Employment Agreement, Mr. Willsher was entitled to the following transition benefits (“Transition Period Benefits”) during the Transition Period: (i) continued base salary payments of his annual base salary (which were deducted from the Willsher Severance Benefits (as defined below)), (ii) continued eligibility to participate in the Company’s benefit plans, and (iii) continued vesting in the outstanding equity awards held by Mr. Willsher on the Transition Date in accordance with the 2021 EIP and 2024 EIP, as applicable, and the applicable award agreements.

Subject to Mr. Willsher’s provision of transition services through the end of the Transition Period, his re-execution and non-revocation of the general release of claims and continued compliance with the restrictive covenants, Mr. Willsher would be entitled to the additional payments and benefits set forth below in the section titled “Potential Payments upon Termination or Change in Control — Severance Benefits under the Transition and Separation Agreement”.

Clawback Policy

The Compensation Committee has adopted a clawback policy (the “Clawback Policy”) that complies with NYSE’s new clawback rules promulgated under Section 10D of the Exchange Act. In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s

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material noncompliance with any such financial reporting requirement, the Clawback Policy requires that covered executives must reimburse the Company, or forfeit, any excess incentive-based compensation “received” (as defined under Section 10D of the Exchange Act) by such covered executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare the restatement. Executives covered by the Clawback Policy are current and former executive officers, as determined by the Compensation Committee in accordance with Section 10D of the Exchange Act and the NYSE listing standards. Incentive-based compensation subject to the Clawback Policy includes any cash or equity compensation that is granted, earned or vested based wholly or in part on the attainment of a financial reporting measure. The amount subject to recovery is the excess of the incentive-based compensation received based on the erroneous data over the incentive-based compensation that would have been received had it been based on the restated results. The Clawback Policy will only apply to incentive-based compensation received on or after October 2, 2023. The Clawback Policy is available as Exhibit 97.1 to the Company’s 2025 Annual Report.

Stock Ownership Guidelines

The Company’s stock ownership guidelines require all NEOs, senior vice presidents and non-employee directors of the Company to hold a minimum number of shares of Company stock. The guidelines are intended to further align the interests of covered executives and non-employee directors with those of the Company’s stockholders.

Shares counted toward meeting the requirement include directly owned shares, shares obtained through stock option exercises, unvested restricted stock or RSUs (net of taxes), and vested shares in the Company’s 401(k) plan. Shares that covered executives and non-employee directors have the right to acquire through the exercise of stock options (whether or not vested) and unvested performance-based equity awards are not included for purposes of determined stock ownership requirements. Compliance with the stock ownership guidelines is measured annually.

The stock ownership requirement under the stock ownership guidelines is set forth below:

Covered Person			Stock Ownership Requirement
Chief Executive Officer			3x Annual Base Salary
Mr. Frew and Senior Vice Presidents			2x Annual Base Salary
Non-employee Directors			4x Annual Base Cash Retainer

Covered executives and non-employee directors are required to achieve the applicable stock ownership requirement within five years after first becoming subject to the stock ownership guidelines.

Equity Award Granting Practices

We do not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments. Accordingly, we do not have a specific policy or practice on the timing of such awards in relation to the disclosure of material nonpublic information by the Company. In the event we determine to grant such awards in the future, the Board and the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.

Outstanding Equity Awards at 2025 Fiscal Year-End

The following table sets forth certain information with respect to outstanding equity awards held by our NEOs as of December 31, 2025.

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Name	Grant Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(1)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)
Daniel Furbee		2/1/2025(2)		—		—		27,052		123,628
		2/1/2025(4)		54,104		247,255
		7/22/2025(5)		—		—		50,000		228,500
		2/1/2024(2)		—		—		44,805		204,759
		2/1/2024(4)		29,870		136,506		—		—
		4/1/2023(3)		—		—		55,829		255,139
		4/1/2023(4)		18,610		85,048		—		—
James Frew		2/1/2025(2)		—		—		25,602		117,001
		2/1/2025(4)		51,204		234,002
		2/1/2024(2)		—		—		44,805		204,759
		2/1/2024(4)		29,870		136,506
		4/17/2023(3)		—		—		55,829		255,139
		4/17/2023(4)		18,610		85,048		—		—
Eric M. Willis		2/1/2025(2)		—		—		25,602		117,001
		2/1/2025(4)		51,204		234,002
		2/1/2024(2)		—		—		44,805		204,759
		2/1/2024(4)		36,709		167,760
		2/1/2023(3)		—		—		29,462		134,641
		2/1/2023(4)		9,821		44,882		—		—
Martyn Willsher(6)		—		—		—		—		—

(1)

Amounts reported in this column are based on the fair market value of our Common Stock as of December 31, 2025, the last day of fiscal year 2025 (i.e., $4.57 per share).

(2)

Reflects PSUs that were granted to our NEOs under the EIP, and cliff vest pursuant to the Company’s achievement of certain performance goals over a three-year performance period, subject to the holder’s continued employment by the Company through the settlement date. As of December 31, 2025, the Company’s achievement of the performance goals was at (i) 55% of target for PSU awards granted in fiscal year 2024 and (ii) 0% of target for PSU awards granted in fiscal year 2025. Accordingly, the number of PSUs reported in the table reflect amounts based on target performance (100% of target) for the 2024 PSU awards and threshold performance (50% of target) for the 2025 PSU awards.

(3)

Reflects PSUs that were granted to our NEOs under the EIP, and cliff vest pursuant to the Company’s achievement of certain performance goals over a three-year performance period, subject to the holder’s continued employment by the Company through the settlement date. In January 2026, the Compensation Committee certified the level of performance achievement with respect to the PSU awards relating to the performance period ended December 31, 2025. Accordingly, such PSU awards are reported based on actual achievement, which was 100% of target.

(4)

Reflects RSUs that were granted to our NEOs under the EIP. These RSUs vest in substantially equal installments on each of the first three anniversaries of the grant date, so long as the holder remains employed by the Company through the applicable vesting date.

(5)

Reflects the one-time PSUs granted to Mr. Furbee in connection with his appointment to Chief Executive Officer, and cliff vest pursuant to the Company’s achievement of certain performance goals during the performance period beginning on July 22, 2025 and ending on March 31, 2028, subject to Mr. Furbee’s continued employment by the Company through the settlement date. As of December 31,

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2025, the Company’s achievement of the performance goals was at 0% of target. Accordingly, the number of PSUs reported in the table reflect amounts based on threshold performance (50% of target).

(6)

Mr. Willsher did not hold any outstanding equity awards as of December 31, 2025 following his termination.

Potential Payments upon Termination or Change of Control

The following table sets forth information concerning the payments to be made to each of our NEOs in connection with a change of control or termination of employment, presuming a termination or change of control date of December 31, 2025 and the fair market value of a share of Common Stock on December 31, 2025 ($4.57 per share). The below table only includes information for employment termination or change of control events that trigger vesting or severance-related payments and assumes that each executive will take all action necessary or appropriate for such person to receive the maximum available benefit, such as execution of a release of claims. The precise amount that each of our NEOs would receive cannot be determined with any certainty until a change of control has occurred. Mr. Willsher is not included in the table below, as the payments and benefits he received in connection with his termination of employment with the Company, effective as of December 31, 2025, are set forth below in the section titled “Potential Payments upon Termination or Change of Control — Severance Benefits under the Transition and Separation Agreement.”

Name	Involuntary Termination (Non-Change in Control) ($)(1)(2)(6)(7)		Termination upon Death or Disability ($)(3)		Involuntary Termination in Connection with a Change in Control ($)(4)(5)(7)
Daniel Furbee
Cash Severance		1,316,252		408,492		2,133,236
Accelerated Equity Compensation		1,358,666		1,018,581		1,632,962
Health and Welfare Benefits		29,103		—		29,103
Total		2,704,021		1,427,073		3,795,301
James Frew
Cash Severance		1,699,871		387,891		2,475,653
Accelerated Equity Compensation		886,201		925,202		1,149,456
Health and Welfare Benefits		29,103		—		29,103
Total		2,615,175		1,313,093		3,654,212
Eric M. Willis
Cash Severance		1,699,871		387,891		2,475,653
Accelerated Equity Compensation		756,791		795,792		1,020,046
Health and Welfare Benefits		8,919		—		8,919
Total		2,465,581		1,183,683		3,504,618

(1)

If Messrs. Furbee, Frew and Willis experience a Good Leaver Termination (as defined below) (not in connection with a change in control) described below, then subject to the NEO’s execution and non-revocation of a general release of claims and continued compliance with the restrictive covenants, the NEO will be entitled to: (i) the Prior Year Bonus (as defined below), if any, (ii) the Pro Rata Bonus Amount (as defined below), if any, (iii) an amount equal to two times the annual base salary as in effect on the day before the termination date, payable in a lump sum within 70 days following the termination date and (iv) up to 12 months of continued health insurance benefits under the Company group health plan (at the employee rate), subject to the NEO’s continued eligibility for COBRA coverage and terminable if the NEO obtains other employment offering group health plan coverage.

(2)

Accelerated Equity Compensation amounts reflect market value of outstanding RSUs and annual PSUs, which would become vested in connection with a Good Leaver Termination. In the event of a Good Leaver Termination, subject to the NEO’s execution and non-revocation of a release of claims and

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continued compliance with the restrictive covenants, any unvested RSUs will fully vest and a pro-rata portion of any unvested annual PSUs will vest based on actual performance through the date of such termination. The values included in the table for the pro-rata portion of unvested annual PSUs reflect 100% of target for the 2023 PSUs, 100% of target for the 2024 PSUs, 50% of target for the 2025 PSUs.

(3)

If an NEO’s employment is terminated by us while the NEO is disabled, or if the NEO’s employment terminates as a result of the NEO’s death, subject to the NEO’s execution and non-revocation of a release of claims and continued compliance with the restrictive covenants, as applicable, each NEO is entitled to (i) the Prior Year Bonus and (ii) the Pro Rata Bonus Amount. In addition, the amounts in this column reflect the market value of outstanding annual RSUs and annual PSUs granted in 2025 and, with respect to Mr. Furbee, Mr. Furbee’s one-time PSUs, that would become vested in connection with a termination due to an NEO’s disability or death. Subject to the NEO’s (or the NEO’s estate, as applicable) execution and non-revocation of a general release of claims and continued compliance with the restrictive covenants (except for termination due to death), any unvested annual RSUs granted in 2025 will fully vest and a pro-rata portion of the target annual PSUs granted in 2025 and the target one-time PSUs granted to Mr. Furbee will vest based on the number of days the NEO was employed during the performance period.

(4)

If Messrs. Furbee, Frew and Willis experience a Good Leaver Termination within the 18-month period following a change of control (as defined in the Employment Agreement), then subject to the NEO’s execution and non-revocation of a release of claims and continued compliance with the restrictive covenants, the NEO will be entitled to: (i) the Prior Year Bonus, if any, (ii) the Pro Rata Bonus Amount, if any, (iii) an amount equal to two times the sum of (x) the annual base salary as in effect on the day before the termination date, and (y) the target annual bonus, payable in a lump sum within 70 days following the termination date and (iv) up to 12 months of continued health insurance benefits under the Company group health plan (at the employee rate), subject to the NEO’s continued eligibility for COBRA coverage and terminable if the NEO obtains other employment offering group health plan coverage.

(5)

In the event an NEO experiences a Good Leaver Termination during the 18-month period following a change in control (a “Qualifying CIC Termination”), any unvested RSUs fully vest and each incomplete performance period with respect to unvested PSUs will be deemed to have ended as of the third business day prior to the date of the consummation of such change in control (the “Measurement Date”) and a number of unvested PSUs will vest equal to the greater of (A) the number of PSUs that would vest based on actual performance through the Measurement Date and (B) the number of PSUs that would vest based on target performance, as set forth in the applicable award agreement. In the event an NEO experiences a Qualifying CIC Termination following a change in control occurring December 31, 2025, our NEOs will be entitled to the amounts set forth in “Accelerated Equity Compensation” pursuant to accelerated vesting of their RSUs and PSUs under the applicable award agreements, assuming performance at 100% of target for the 2023 PSUs, 100% of target for the 2024 PSUs, 100% of target for the annual 2025 PSUs, and 100% of target for Mr. Furbee’s one-time PSUs.

(6)

The Accelerated Equity Compensation amount for Mr. Furbee also includes the market value of his outstanding one-time PSUs granted in connection with his appointment to Chief Executive Officer that would become vested in connection with a Good Leaver Termination. In the event of a Good Leaver Termination, a number of the PSUs will vest on such termination date equal to the greater of (i) the number of PSUs that would vest in accordance with the performance vesting conditions set forth in the One-Time PSU Award Agreement based on actual performance through the date of such termination, and (ii) the target PSUs, subject to Mr. Furbee’s execution and non-revocation of a general release of claims and continued compliance with all applicable restrictive covenants. The value included in the table for the pro-rata portion of the one-time PSUs that would vest upon a Good Leaver Termination reflect 100% of target.

(7)

The Cash Severance amount for Mr. Frew and Mr. Willis also includes the Frew Special Bonus and Willis Special Bonus, respectively.

Severance Benefits under Employment Agreements

Under the

SEC Form DEF 14A filed by Amplify Energy Corp.