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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of report (Date
of earliest event reported): January 12, 2026
AMPLIFY ENERGY
CORP.
(Exact Name of Registrant
as Specified in Charter)
| Delaware |
001-35512 |
82-1326219 |
(State or other jurisdiction of
Incorporation or Organization) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
| 500
Dallas Street, Suite 1700 |
|
| Houston,
Texas |
77002 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone
number, including area code: (832) 219-9001
Not Applicable
(Former Name or Former
Address, if Changed Since Last Report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant
to Section 12(b):
| Title of each class |
|
Trading
Symbol(s) |
|
Name of
each exchange
on which registered |
| Common
Stock |
|
AMPY |
|
New
York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 4.01 Changes in Registrant’s Certifying
Accountant
As previously reported on its current report on
Form 8-K filed January 15, 2026 (the “Original Report”), the Audit Committee (the “Audit Committee”)
of the Board of Directors of Amplify Energy Corp. (the “Company”), with the assistance of the Company’s management,
completed a competitive process to select the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2026 (“Fiscal 2026”). At the conclusion of this process, on January 12, 2026, the Audit Committee approved
the dismissal of Deloitte & Touche LLP (“Deloitte”), effective upon completion of their audit of the Company’s
consolidated financial statements as of and for the year ended December 31, 2025 and the effectiveness of internal control over financial
reporting as of December 31, 2025, and the issuance of their reports thereon (together, the “Final Audit Reports”).
This Current Report on Form 8-K/A amends
the Original Report to confirm that, upon Deloitte’s issuance of the Final Audit Reports in connection with the Company’s
filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, Deloitte completed its engagement. The
Final Audit Reports were issued March 9, 2026.
The audit report of Deloitte on the Company’s
consolidated financial statements as of and for the years ended December 31, 2025 and 2024 did not contain an adverse opinion or
disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles. The audit report of
Deloitte on the Company’s internal control over financial reporting as of December 31, 2025 contained an adverse opinion regarding
a material weakness in the Company’s internal control over financial reporting related to the lack of the appropriate control processes
and activities to sufficiently mitigate for changes in personnel with the necessary technical and accounting knowledge, experience, and
training (the “Material Weakness”).
The Material Weakness was discussed among the
Audit Committee and Deloitte. Deloitte has been authorized by the Company to respond fully to any inquiries, including the Material Weakness,
by Grant Thornton LLP (“Grant Thornton”), the Company’s independent registered public accounting firm appointed for
Fiscal 2026.
During the fiscal years ended December 31,
2025 and 2024, and the subsequent interim period through March 9, 2026 there were no: (1) disagreements (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions) with Deloitte on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Deloitte
would have caused Deloitte to make reference thereto in its reports on the consolidated financial statements for such years, or (2) reportable
events (as described in Item 304 (a)(1)(v) of Regulation S-K) other than the Material Weakness.
The Company delivered a copy of this Current Report
on Form 8-K/A to Deloitte prior to filing with the U.S. Securities and Exchange Commission (“SEC”) and requested that
Deloitte provide the Company with a letter addressed to the SEC stating whether or not it agrees with the statements made in response
to this Item and, if not, stating the respects in which it does not agree. Deloitte responded with a letter dated March 13,
2026, stating that Deloitte agrees with the statements set forth above, a copy of which is filed as Exhibit 16.1 to this Current
Report on Form 8-K/A.
Also, as previously reported on the Original Report,
on January 12, 2026, the Audit Committee approved the appointment of Grant Thornton as the Company’s independent registered
public accounting firm for Fiscal 2026, effective upon the dismissal of Deloitte and the completion of Grant Thornton’s client acceptance
procedures. This Current Report on Form 8-K/A amends the Original Report to confirm that the appointment of Grant Thornton as the
Company’s independent registered public accounting firm for Fiscal 2026 became effective on March 11, 2026 upon the completion
of Grant Thornton’s client acceptance procedures.
During the years ended December 31, 2025
and 2024, and the subsequent interim period through March 11, 2026, neither the Company nor anyone on their behalf consulted with
Grant Thornton regarding either (i) the application of accounting principles to a specific transaction, completed or proposed, or
the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice
was provided to the Company that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as
to any accounting, auditing or financial reporting issue or (ii) any matter that was either the subject of a disagreement (as defined
in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of
Regulation S-K).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| 16.1 |
|
Letter from Deloitte to the
U.S. Securities and Exchange Commission, dated March 13, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March 13, 2026 |
AMPLIFY ENERGY CORP. |
| |
|
| |
By: |
/s/ Daniel Furbee |
| |
|
Name: Daniel Furbee |
| |
|
Title: Chief Executive Officer |
