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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of report (Date
of earliest event reported): December 29, 2025
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 2.01. | Completion
of Acquisition or Disposition of Assets. |
As previously announced, on November 4, 2025,
Amplify Oklahoma Operating LLC, a Delaware limited liability company (“Amplify Oklahoma”), Magnify Energy Services LLC, a
Delaware limited liability company (“Magnify” and together with Amplify Oklahoma, the “Sellers”), and, for certain
limited purposes, Amplify Energy Operating LLC, a Delaware limited liability company, each an indirect, wholly owned subsidiary of Amplify
Energy Corp., a Delaware corporation (the “Company”), entered into a purchase and sale agreement (the “Purchase and
Sale Agreement”) with Revolution Resources III, LLC, a Delaware limited liability company (“Revolution”), pursuant to
which the Sellers sold to Revolution certain assets of the Sellers, which include, among other things, the Sellers’ right, title
and interest in and to certain specified oil and gas Properties and Equipment within or related to certain designated lands in Oklahoma
(the “Asset Sale”) for a cash purchase price of $92.5 million.
The Asset Sale was completed on December 29,
2025, for total proceeds of approximately $92.5 million in cash, subject to customary post-closing adjustments. This disposition does
not qualify as a discontinued operation.
The forgoing description of the Asset Sale does
not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase and Sale Agreement, a copy of
which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| |
Item 7.01. | Regulation FD Disclosure. |
On December 29, 2025, the Company issued a press release announcing the events described in Item 1.01
of this Current Report. A copy of the press release is attached hereto as Exhibit 99.2.
The information contained in this Item 7.01 shall
not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any
of the Company's filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof
and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in
such a filing.
| Item 9.01. | Financial
Statements and Exhibits. |
(b) Pro Forma Financial Information
The following unaudited pro forma condensed consolidated financial
information of the Company giving effect to the Asset Sale and the Company’s previously announced sale of certain assets located
in East Texas and Louisiana is being filed as Exhibit 99.1 of this Form 8-K and is incorporated herein by reference:
| 1. | Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2025. |
| 2. | Unaudited Pro Forma Condensed Statement of Consolidated Operations for the nine months ended September 30, 2025. |
| 3. | Unaudited Pro Forma Condensed Statement of Consolidated Operations for the year ended December 31, 2024. |
(d) Exhibits.
Exhibit
Number |
|
Description |
| 2.1* |
|
Purchase and Sale Agreement, dated November 4, 2025, among Amplify Oklahoma Operating LLC, Magnify Energy Services LLC, Amplify Energy Operating LLC and Revolution Resources III, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2025). |
| |
|
|
| 99.1 |
|
Unaudited Pro Forma Condensed Consolidated Financial Statements of Amplify Energy Corp. |
| |
|
|
| 99.2 |
|
Press Release, dated December 29, 2025. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain schedules and exhibits to this agreement
have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished
to the Securities and Exchange Commission on request.
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: December 29, 2025 |
AMPLIFY ENERGY CORP. |
| |
|
| |
By: |
/s/ Daniel Furbee |
| |
|
Name: |
Daniel Furbee |
| |
|
Title: |
Chief Executive Officer |
