Transaction in Own Shares

Rhea-AI Summary

Diversified Energy Company PLC (LSE:DEC, NYSE:DEC) has executed a share buyback of 850,000 Ordinary Shares at $13.95 per share through Mizuho Securities USA LLC. The transaction was part of the company's buyback programme announced on March 20, 2025. The shares were initially sold by EIG Management Company, LLC, an associate of Diversified director Randy Wade, making this a related party transaction. These shares were originally issued as partial consideration for the East Texas acquisition in October 2024. Following the cancellation of the purchased shares, Diversified will have 78,814,343 Ordinary Shares in issue.

Positive

• Strategic share buyback of 850,000 shares demonstrates confidence in company value
• Purchase price fixed at $13.95 per share shows price stability
• Board confirms transaction is fair and reasonable for shareholders

Negative

• Related party transaction with EIG Management Company (associate of director Randy Wade) may raise governance concerns
• Reduction in total shares outstanding from share cancellation

Insights

Corporate Finance Specialist

Diversified Energy bought back 850,000 shares at $13.95 each from a director-affiliated entity, reducing outstanding shares to 78.8M as part of announced repurchase program.

Diversified Energy's latest share buyback transaction demonstrates active capital management while addressing potential conflicts of interest transparently. The company purchased 850,000 shares at $13.95 per share from EIG Management Company, which is associated with director Randy Wade. This $11.86 million transaction is part of the buyback program announced on March 20, 2025.

The shares being repurchased were originally issued as partial consideration for Diversified's East Texas acquisition that closed in October 2024, essentially reversing part of that share dilution. After cancellation of these repurchased shares, Diversified will have 78,814,343 outstanding ordinary shares.

What's particularly noteworthy is the related-party nature of this transaction, which required additional governance measures. The board confirmed that it considers the transaction fair and reasonable to shareholders, with independent verification from Stifel Nicolaus Europe Limited acting as sponsor. This oversight is crucial given the potential conflict of interest.

The transaction also reveals interesting elements about Diversified's recent acquisition activities. While these shares from the East Texas deal are being repurchased, the press release specifically notes that shares issued to EIG affiliates from the more recent Maverick Natural Resources acquisition (March 2025) remain locked up, preventing immediate sales from that transaction.

DIVERSIFIED ENERGY COMPANY PLC

(“Diversified”, or the “Company”)

DIVERSIFIED ENERGY COMPANY PLC (LSE:DEC, NYSE:DEC) announces that, in accordance with the terms of its share buyback programme announced on 20 March 2025, the Company has purchased 850,000 Ordinary Shares of 20 Pence each in the capital of the Company (the “Shares”) in the market at a price of $13.95 per Share (the “Transaction”) from Mizuho Securities USA LLC, acting as broker dealer. The Shares acquired will, in due course, be cancelled.

Aggregated Information

Date of Purchase:	27 May 2025
Aggregate Number of Ordinary Shares Purchased:	850,000
Lowest Price Paid per Share (USD):	13.95
Highest Price Paid per Share (USD):	13.95
Volume-Weighted Average Price Paid per Share (USD):	13.95

The initial seller of the Shares was EIG Management Company, LLC (“EIG”), who made the sale pursuant to Rule 144 promulgated under the U.S. Securities Act of 1933, as amended. EIG is an associate of Diversified director, Randy Wade. Accordingly, the Transaction constitutes a related party transaction under UKLR 8. The Shares were originally issued by the Company as partial consideration for the Company’s East Texas acquisition, which closed in October 2024. The Ordinary Shares issued to affiliates of EIG as consideration for the acquisition of Maverick Natural Resources, LLC, which closed on March 14, 2025, remain subject to the terms of a previously disclosed commercial lock up agreement.

The board of directors of the Company (the “Board”) confirms that it considers that the Transaction is fair and reasonable as far as shareholders of Diversified are concerned, and that the Board has been so advised by Stifel Nicolaus Europe Limited as sponsor to Diversified in connection with the Transaction.

Following the cancellation of Shares, Diversified will have 78,814,343 Ordinary Shares of 20 Pence each in issue and no Ordinary Shares are held in treasury. This figure of 78,814,343 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

In accordance with Article 5(1)(b) of Regulation (EU) No 596/2014 (the Market Abuse Regulation), (as in force in the UK and as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019), the table below contains detailed information of the individual trades made by Mizuho Securities USA LLC as part of the buyback programme.

For further information, please contact:

Diversified Energy Company PLC	+1 973 856 2757
Doug Kris	dkris@dgoc.com
Senior Vice President, Investor Relations & Corporate Communications	www.div.energy

About Diversified Energy Company PLC

Diversified is a leading publicly traded energy company focused on natural gas and liquids production, transport, marketing, and well retirement. Through our differentiated strategy, we acquire existing, long-life assets and invest in them to improve environmental and operational performance until retiring those assets in a safe and environmentally secure manner. Recognized by ratings agencies and organizations for our sustainability leadership, this solutions-oriented, stewardship approach makes Diversified the Right Company at the Right Time to responsibly produce energy, deliver reliable free cash flow, and generate shareholder value.

FAQ

What is the size and price of DEC's latest share buyback transaction?

Diversified Energy Company purchased 850,000 Ordinary Shares at $13.95 per share through Mizuho Securities USA LLC.

How many shares will DEC have outstanding after this buyback?

Following the cancellation of the purchased shares, DEC will have 78,814,343 Ordinary Shares in issue.

Who sold the shares in DEC's buyback transaction?

EIG Management Company, LLC, an associate of Diversified director Randy Wade, sold the shares pursuant to Rule 144.

When was DEC's share buyback program announced?

DEC's share buyback programme was announced on March 20, 2025.

What was the original purpose of these DEC shares?

The shares were originally issued as partial consideration for DEC's East Texas acquisition, which closed in October 2024.