Amplify Energy (AMPY) CFO reports new stock awards and tax share sale

Rhea-AI Filing Summary

Amplify Energy Corp.'s CFO James Frew reported equity award activity and a tax share sale. On February 1, 2026, 50,613 shares of common stock were issued to him upon settlement of previously granted time-based restricted stock units, increasing his direct holdings to 211,776 shares before a tax-related transaction.

On the same day, 19,917 shares of common stock were withheld and disposed of at $5.02 per share to cover taxes, leaving him with 191,859 directly held shares. He also exercised 50,613 restricted stock units, and received new grants of 67,120 time-based restricted stock units and 67,120 performance stock units, each convertible into common stock under service and performance vesting conditions.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FREW JAMES

(Last) (First) (Middle)

C/O AMPLIFY ENERGY CORP.

500 DALLAS STREET, SUITE 1700

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Amplify Energy Corp. [ AMPY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SEE REMARKS

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	02/01/2026		M		50,613(1)	A	(1)	211,776	D
Common Stock, par value $0.01 per share	02/01/2026		F		19,917	D	$5.02	191,859	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	02/01/2026		M			50,613	(2)	(2)	Common Stock	50,613(2)	$0	49,071	D
Restricted Stock Units	(3)	02/01/2026		A		67,120		(3)	(3)	Common Stock	67,120(3)	$0	116,191	D
Performance Stock Units	(4)	02/01/2026		A		67,120		(4)	(4)	Common Stock	67,120(4)	$0	163,129	D

Explanation of Responses:

1. Reflects shares of common stock, par value $0.01 per share ("Common Stock") of Amplify Energy Corp. (the "Company") granted upon settlement of previously awarded restricted stock units with service-based vesting conditions ("TSUs").

2. These TSUs were granted under the Amplify Energy Corp. Equity Incentive Plan or 2024 Equity Incentive Plan and vest on an equal basis over a three-year period and so long as the reporting person remains employed by the Company through the applicable vesting date. Each TSU represents the contingent right to receive, upon vesting, one share of Common Stock of the Company.

3. Share amount reflects an aggregate number and represents 67,120 TSUs. These TSUs were granted under the Amplify Energy Corp. 2024 Equity Incentive Plan and vest on an equal basis over a three-year period so long as the reporting person remains employed by the Company through the applicable vesting date. Each TSU represents the contingent right to receive, upon vesting, one share of Common Stock of the Company.

4. Share amount reflects an aggregate number and represents 67,120 restricted stock units with performance and service-based vesting conditions ("PSUs"). These PSUs were granted under the Amplify Energy Corp. 2024 Equity Incentive Plan and vest pursuant to the Company's achievement of certain performance goals and so long as the reporting person remains employed by the Company through the vesting date. Each PSU represents a contingent right to receive, upon vesting, up to 200% of one share of the Company's Common Stock.

Remarks:

SVP, Chief Financial Officer

	/s/ Eric M. Willis, Attorney-in-Fact	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did AMPY CFO James Frew report on February 1, 2026?

On February 1, 2026, AMPY CFO James Frew reported settlement of 50,613 restricted stock units into common shares and a related tax share disposal of 19,917 shares at $5.02. He also received new grants of 67,120 time-based RSUs and 67,120 performance stock units.

How many Amplify Energy (AMPY) shares does the CFO hold after these Form 4 transactions?

After the reported transactions, CFO James Frew directly holds 191,859 shares of Amplify Energy common stock. This reflects issuance of 50,613 shares from vested restricted stock units and the withholding and disposal of 19,917 shares at $5.02 per share for tax obligations.

What restricted stock unit grants did AMPY’s CFO receive under the 2024 Equity Incentive Plan?

The CFO received 67,120 time-based restricted stock units and 67,120 performance stock units under Amplify Energy’s 2024 Equity Incentive Plan. The time-based units vest evenly over three years, while the performance units vest based on company performance goals and continued employment through the vesting date.

How do AMPY’s time-based restricted stock units for the CFO vest and convert into shares?

The time-based restricted stock units granted to the CFO vest in equal installments over three years, contingent on continued employment with Amplify Energy. Each vested unit represents the right to receive one share of the company’s common stock upon vesting, with no cash exercise price required.

What are the terms of the AMPY performance stock units granted to the CFO?

The performance stock units granted to the CFO vest based on Amplify Energy achieving specified performance goals and his continued employment through the vesting date. Each performance unit can deliver up to 200% of one share of common stock, depending on actual performance outcomes.

Why did AMPY CFO James Frew dispose of 19,917 shares at $5.02 on February 1, 2026?

The 19,917 shares disposed of at $5.02 per share were withheld to satisfy tax obligations related to the vesting and settlement of restricted stock units. This type of transaction is coded as an “F” event and is typically for tax withholding rather than an open-market discretionary sale.