Transaction in Own Shares

Rhea-AI Summary

Diversified Energy Company (NYSE: DEC) repurchased 3,750,000 shares on March 10, 2025 at a volume-weighted average price of $14.311 per share under its buyback announced February 26, 2026, via Citigroup in connection with an underwritten offering by EIG-managed funds.

Following cancellation of the repurchased shares, Diversified will have 72,320,756 shares in issue and no shares held in treasury; the announcement notes EIG will no longer own any Diversified shares.

Key Figures

Shares repurchased: 3,750,000 shares VWAP buyback price: $14.311 per share Offering size: 7,501,585 shares +5 more

8 metrics

Shares repurchased 3,750,000 shares On-market buyback per March 10, 2025 transaction

VWAP buyback price $14.311 per share Volume-weighted average price paid for repurchased shares

Offering size 7,501,585 shares Underwritten public offering by EIG-managed selling stockholder

Post-buyback shares 72,320,756 shares Shares in issue following cancellation of repurchased stock

Current share price $14.24 Price before publication, down 3.33% over 24 hours

20-day avg volume 863,403 shares Pre-news average daily trading volume

Par value $0.01 per share Stated par value of common stock

Shares outstanding (shelf) 76,070,756 shares Outstanding as of February 25, 2026 in S-3ASR filing

Market Reality Check

Price: $14.24 Vol: Volume 1,578,540 is 1.83x...

high vol

$14.24 Last Close

Volume Volume 1,578,540 is 1.83x the 20-day average of 863,403, indicating elevated trading interest ahead of the buyback and secondary. high

Technical Price at $14.24 is slightly below the 200-day MA of $14.26 and 15.51% below the 52-week high.

Peers on Argus

DEC fell 3.33% while close peers were mixed: CRGY +0.42%, TGS +2.27%, SLNG +2.49...

DEC fell 3.33% while close peers were mixed: CRGY +0.42%, TGS +2.27%, SLNG +2.49%, NFG -1.21%, CVE -0.57%. Moves do not align, pointing to stock-specific dynamics around the buyback and selling shareholder exit.

Historical Context

5 past events · Latest: Mar 05 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Mar 05	TR-1 holding notice	Neutral	-0.2%	Barclays reported a holdings threshold event totaling 5.26% voting rights.
Mar 04	TR-1 holding notice	Neutral	+0.3%	Barclays disclosed a 5.26% position with detailed breakdown of voting rights.
Feb 27	TR-1 holding notice	Neutral	+4.1%	Barclays crossing led to voting rights moving below reportable thresholds.
Feb 26	Earnings and guidance	Positive	+4.1%	Record 2025 revenue, net income, EBITDA, strong cash generation and 2026 guidance.
Feb 26	Dividend declaration	Positive	+4.1%	Announced $0.29 per share interim dividend for 4Q25 with May record date.

Pattern Detected

Recent news flow has been dominated by holdings disclosures and strong 2025 results, with positive reactions to fundamental updates and neutral-to-modest moves around TR-1 filings.

Recent Company History

Over the past few weeks, Diversified reported record 2025 results with $1,829M revenue, $342M net income and $956M adjusted EBITDA, alongside a $0.29 interim dividend, which coincided with +4.08% share moves. Multiple TR-1 notifications from Barclays detailed shifts around a 5.26% voting stake, producing modest price changes between about -0.21% and +4.08%. Today’s on-market repurchase and share count change fit into this broader capital-returns and ownership-structure narrative.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2026-03-09

An effective S-3ASR shelf dated March 9, 2026 registers the resale of 7,501,585 common shares issued in prior transactions. The company will receive no proceeds from these resales and has already used the shelf via a 424B7 prospectus for the selling stockholders’ offering.

Market Pulse Summary

This announcement details an on-market repurchase of 3,750,000 shares at a volume-weighted average p...

Analysis

This announcement details an on-market repurchase of 3,750,000 shares at a volume-weighted average price of $14.311, executed alongside a 7,501,585-share underwritten offering by an EIG-affiliated selling stockholder. Following cancellation, shares in issue are expected to be about 72.3M with no treasury stock. In context of recent strong 2025 results and ongoing capital returns, investors may monitor further use of the effective S-3ASR resale registration and any additional buyback activity.

Key Terms

volume-weighted average price, underwritten public offering, par value, treasury

4 terms

volume-weighted average price technical

"at a volume-weighted average price of $14.311 per Share through Citigroup"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

underwritten public offering financial

"in connection with the underwritten public offering of 7,501,585 Shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

par value financial

"shares of common stock, par value $0.01 per share, of the Company"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

treasury financial

"72,320,756 Shares in issue, and no Shares are held in treasury"

The treasury is the department or area within a government or organization responsible for managing its money, finances, and financial strategies. It handles tasks like collecting revenue, paying bills, and planning for future financial needs, much like a household manages its budget. For investors, understanding the treasury is important because it influences interest rates, government spending, and overall economic stability.

AI-generated analysis. Not financial advice.

DIVERSIFIED ENERGY COMPANY

("Diversified", or the "Company")

DIVERSIFIED ENERGY COMPANY (NYSE: DEC; LSE: DEC) announces that, in accordance with the terms of its share buyback announced on February 26, 2026, the Company has purchased 3,750,000 shares of common stock, par value $0.01 per share, of the Company (the "Shares") in the market at a volume-weighted average price of  $14.311 per Share through Citigroup in connection with the underwritten public offering of 7,501,585 Shares by certain funds or entities managed by an affiliate of EIG (collectively, the “Selling Stockholder”). Following the closing, EIG will no longer own any Shares of Diversified. The Shares repurchased will, in due course, be cancelled.

Aggregated Information

Date of Purchase:	March 10, 2025
Aggregate Number of Shares Purchased:	3,750,000
Lowest Price Paid per Share (USD):	$14.311
Highest Price Paid per Share (USD):	$14.311
Volume-Weighted Average Price Paid per Share (USD):	$14.311

Following the cancellation of Shares, Diversified will have 72,320,756 Shares in issue, and no Shares are held in treasury. This figure of 72,350,756 Shares 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.

For further information, please contact:

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

About Diversified Energy Company

Diversified is a leading publicly traded energy company focused on acquiring, operating, and optimizing cash generating energy assets. 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

How many shares did Diversified Energy (DEC) repurchase on March 10, 2025?

Diversified repurchased 3,750,000 shares on March 10, 2025. According to the company, the purchases were made in-market via Citigroup as part of its buyback program tied to an underwritten offering by EIG-managed funds.

What was the volume-weighted average price Diversified Energy (DEC) paid for the repurchased shares?

The company paid a volume-weighted average price of $14.311 per share. According to the company, the lowest, highest, and VWAP reported for the transaction are all listed as $14.311.

How many Diversified Energy (DEC) shares will be outstanding after cancellation of the repurchased shares?

After cancellation, Diversified will have 72,320,756 shares in issue. According to the company, no shares will be held in treasury and shareholders should use this figure for FCA notification calculations.

Did EIG retain any Diversified Energy (DEC) shares after the transaction?

No, EIG will no longer own any Diversified shares following the closing. According to the company, the repurchase was executed in connection with an underwritten public offering of shares by EIG-managed funds.

Was the Diversified Energy (DEC) repurchase part of a previously announced buyback program?

Yes, the purchases were executed under the buyback program announced on February 26, 2026. According to the company, the March 10, 2025 trades were made to repurchase shares offered by EIG-managed selling stockholders.