Amplify Energy Corp.

Our business faces many risks. Any of the risks discussed elsewhere in this quarterly report and our other SEC filings could have a material impact on our business, financial position or results of operations. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations. Except as set forth below, there have been no material changes to the risk factors disclosed in Part I, Item 1A in our 2024 Form 10-K.

There are substantial risks with any divestitures we have completed or that we may choose to undertake.

We review our asset portfolio to ensure alignment with our strategic initiatives and may, as a result, seek to divest certain of our assets, such as in the case of the previously announced divestitures of our assets in East Texas and Oklahoma in 2025. We may not be able to complete divestitures on favorable terms, on a timely basis, or at all. Even if we do complete such transactions, our business and financial condition may be adversely impacted and/or the transactions may not result in the benefits anticipated due to various risks, including, but not limited to (i) the inability to dispose of certain of our assets on satisfactory terms and conditions; (ii) the discovery of unknown and unforeseen liabilities or other issues related to divested assets, for which contractual protections are inadequate or we lack insurance or indemnities, including environmental liabilities or (iii) claims by purchasers to whom we have provided contractual indemnification.

Additionally, the inability to complete pending or planned divestitures on the initial terms or within the expected time frame may adversely affect our business and financial condition. If a transaction fails to close as anticipated, or if we receive lower cash consideration than originally planned, the amount of cash available for repayment of outstanding borrowings, for funding our capital budget or for other purposes as determined by the Company, as well as the timing of such repayment or funding, may be negatively impacted. Uncertainties in the macro environment for the oil and gas industry, including changes to commodity prices and drilling and completion activity, may further increase the risk that divestiture transactions do not close as expected.