v3.25.2
Long-Term Incentive Plans
6 Months Ended
Jun. 30, 2025
Long-Term Incentive Plans  
Long-Term Incentive Plans

Note 11. Long-Term Incentive Plans

On May 15, 2024, the Company’s shareholders approved the Amplify Energy Corp. 2024 Equity Incentive Plan (the “2024 EIP”), which had previously been approved by the board of directors of the Company. No further awards will be granted under the prior Legacy Equity Incentive Plan (“EIP,” and together with the 2024 EIP, the “EIP Plans”).

The 2024 EIP provides for awards that can be granted in the form of nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance awards, stock awards and other incentive awards. To the extent that an award, other than stock options or stock appreciation rights, under the 2024 EIP has expired or been forfeited or canceled for any reason without having been exercised in full, the unexercised award would then be available again for future grants under the 2024 EIP. The 2024 EIP is administered by the board of directors of the Company.

Restricted Stock Units

Restricted Stock Units with Service Vesting Condition

Restricted stock units with service vesting conditions (“TSUs”) are accounted for as either equity-classified awards or liability-classified awards. The Company considered its intent and ability to settle awards in cash or shares of stock in determining whether to classify the awards as equity or liability awards. Compensation costs for equity-classified awards are recorded as general and administrative expense. The fair value of liability-classified awards is determined on a quarterly basis beginning at the grant date until final vesting. Changes in the fair value of liability-classified awards are recorded to general administrative expense and are remeasured at fair value each reporting period.

As of June 30, 2025, TSU grants are accounted for as equity-classified awards. The grant-date fair value is recognized as compensation cost on a straight-line basis over the requisite service period and forfeitures are accounted for as they occur. The unrecognized cost associated with the TSUs was $7.2 million at June 30, 2025. The Company expects to recognize the unrecognized compensation cost for these awards over a weighted average period of approximately 2.0 years.

The following table summarizes information regarding the TSUs activity for the period presented:

    

    

Weighted-

Average Grant-

Number of

Date Fair Value

Units

per Unit (1)

TSUs outstanding at December 31, 2024

 

1,379,356

$

6.43

Granted (2)

 

817,666

$

5.34

Forfeited

 

(2,533)

$

5.34

Vested

 

(669,581)

$

5.99

TSUs outstanding at June 30, 2025

 

1,524,908

$

6.04

(1)Determined by dividing the aggregate grant-date fair value of awards by the number of awards issued.
(2)The aggregate grant-date fair value of TSUs issued for the six months ended June 30, 2025 was $4.4 million based on a grant-date market price of $5.34 per share.

Restricted Stock Units with Market and Service Vesting Conditions

Restricted stock units with market and service vesting conditions (“PSUs”) are accounted for as either equity-classified or liability-classified awards. The grant-date fair value is recognized as compensation cost on a graded-vesting basis. The fair value of the awards is estimated on their grant dates using a Monte Carlo simulation. The Company recognizes compensation cost over the requisite service or performance period. The Company accounts for forfeitures as they occur. Vesting of PSUs can range from 0% to 200% of the target awards granted based on the Company’s relative total shareholder return as compared to the total shareholder return of the Company’s performance peer group over the applicable performance period.

The 2023, 2024 and 2025 PSU awards are accounted for as equity-classified awards and were issued with a three-year vesting period beginning on the grant date and ending on the third anniversary of the grant date. The three-year performance period for the 2023 awards is January 1, 2023 through December 31, 2025. The three-year performance period for the 2024 awards is January 1, 2024 through December 31, 2026. The three-year performance period for the 2025 awards is January 1, 2025 through December 31, 2027.

Compensation costs related to PSU awards are recorded as general and administrative expense. The unrecognized cost associated with PSU awards was $4.2 million at June 30, 2025. The Company expects to recognize the unrecognized compensation cost for PSU awards over a weighted-average period of approximately 2.0 years.

The below table reflects the ranges for the assumptions used in the Monte Carlo model for the 2025 PSUs:

February 2025

Expected volatility

58.6

%

Dividend yield

0.00

%

Risk-free interest rate

4.22

%

The following table summarizes information regarding the PSU activity for the period presented:

    

    

Weighted-

Average Grant-

Number of

Date Fair Value

Units

per Unit (1)

PRSUs outstanding at December 31, 2024

 

608,500

$

9.58

Granted (2)

 

495,783

$

6.84

Forfeited

 

$

Vested

 

(247,940)

$

6.20

PRSUs outstanding at June 30, 2025

 

856,343

$

8.97

(1)Determined by dividing the aggregate grant-date fair value of awards by the number of awards issued.
(2)The aggregate grant-date fair value of PSUs issued for the six months ended June 30, 2025 was $3.4 million based on a calculated fair value price ranging from $6.20 to $7.05 per share.

Compensation Expense

The following table summarizes the amount of recognized compensation expense associated with the EIP Plans, which are reflected in the accompanying Unaudited Condensed Consolidated Statements of Operations for the periods presented (in thousands):

    

For the Three Months Ended

    

For the Six Months Ended

June 30, 

June 30, 

2025

2024

2025

2024

Share-based compensation costs

  

  

  

  

TSUs

$

1,335

$

1,272

$

2,623

$

2,363

PRSUs

 

656

 

495

 

1,257

 

935

$

1,991

$

1,767

$

3,880

$

3,298