DEC completes Canvas Energy acquisition with $495M cash and stock

Rhea-AI Filing Summary

Diversified Energy Company (DEC) has completed a major acquisition of Canvas Energy Inc. On November 24, 2025, DEC became the ultimate parent of Diversified Energy Company PLC and finalized its purchase of all issued and outstanding Canvas common stock.

Former Canvas owners received approximately $495,000,000 in cash plus 3,720,125 shares of DEC common stock as consideration. These new shares were issued in a private transaction relying on an exemption from registration under Section 4(a)(2) of the Securities Act, meaning they were not sold in a public offering.

DEC plans to provide additional detail by filing Canvas’s historical financial statements and pro forma financial information related to the acquisition in later amendments, within the allowed 71-day period. This acquisition expands DEC’s asset base by fully integrating Canvas’s operations under DEC’s corporate structure.

Insights

Energy sector M&A analyst

DEC completed a sizable cash-and-stock acquisition of Canvas Energy.

Diversified Energy Company has closed the acquisition of Canvas Energy Inc., paying approximately $495,000,000 in cash plus issuing 3,720,125 common shares. This structure mixes immediate cash payment with equity, which spreads economic ownership between existing DEC shareholders and former Canvas owners.

The consideration was issued under a private offering exemption from registration, indicating the new shares were directed to sophisticated holders rather than the public market. The transaction makes DEC the ultimate parent of its prior PLC structure and Canvas, simplifying control over the combined businesses.

The eventual impact will depend on the scale and profitability of Canvas relative to DEC’s existing operations. DEC plans to file Canvas financial statements and pro forma information within 71 days, which will give a clearer view of how the combined company’s revenues, cash flows, and leverage profile change after the November 24, 2025 closing.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 24, 2025

DIVERSIFIED ENERGY COMPANY

(Exact name of registrant as specified in its charter)

Delaware	001-41870	41-2283606
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1600 Corporate Drive Birmingham, Alabama		35242
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (205) 408-0909

(Former Name or Former Address, if Changed Since Last Report): Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2())

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, $0.01 par value per share	DEC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

As previously announced on September 8, 2025, Diversified Energy Company PLC (“DEC PLC”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Diversified Production LLC, Corsair Merger Sub, Inc., Canvas Energy Inc. (“Canvas”) and CEI Representative LLC. On November 21, 2025, Diversified Energy Company (the “Company” or “Diversified”), became the ultimate parent company of DEC PLC and its consolidated subsidiaries.  On November 24, 2025 (the “Closing Date”), upon the terms and subject to the conditions set forth in the Merger Agreement, the Company completed its acquisition of Canvas (the “Acquisition”).

Item 2.01 Completion of Acquisition or Disposition of Assets.

On the Closing Date, the Acquisition was completed and the Company acquired all of the issued and outstanding common stock of Canvas from the former owners of Canvas in exchange for, in the aggregate, (i) cash consideration of approximately $495,000,000 and (ii) 3,720,125 shares of the Company’s common stock (the “Consideration Shares”).

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth in Item 2.01 of this Current Report is incorporated by reference into this Item 3.02. The issuance of the Consideration Shares in the Acquisition was made in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving a public offering.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses or funds acquired.

The Company intends to file the financial statements of Canvas required by Item 9.01(a) by amendment to this Current Report on Form 8-K no later than 71 calendar days following the date that this Current Report on Form 8-K is required to be filed.

(b) Pro forma financial information.

The Company intends to file the pro forma financial information relating to the Acquisition required by Item 9.01(b) by amendment to this Current Report on Form 8-K no later than 71 calendar days following the date that this Current Report on Form 8-K is required to be filed.

(d) Exhibits

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of September 8, 2025, by and among Diversified Production LLC, Diversified Energy Company PLC, Corsair Merger Sub, Inc., Canvas Energy Inc. and CEI Representative LLC, as equityholders’ representative (incorporated by reference to Exhibit 99.2 to the Form 6-K, File No. 001-41870, filed by Diversified Energy Company PLC with the Securities and Exchange Commission on September 9, 2025).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Diversified Energy Company
Date: November 26, 2025	By:	/s/ Bradley G. Gray
		Bradley G. Gray
		President & Chief Financial Officer

FAQ

What transaction did Diversified Energy Company (DEC) announce in this 8-K?

DEC reported that it completed the acquisition of Canvas Energy Inc. on November 24, 2025, becoming the ultimate parent company of Diversified Energy Company PLC and its subsidiaries and acquiring all issued and outstanding Canvas common stock.

How much did DEC pay to acquire Canvas Energy Inc. (DEC: DEC)?

DEC agreed to total consideration consisting of approximately $495,000,000 in cash plus 3,720,125 shares of DEC common stock issued to the former owners of Canvas as part of the acquisition.

How were the 3,720,125 DEC shares issued in the Canvas acquisition treated under U.S. securities laws?

The 3,720,125 consideration shares were issued in reliance on the Section 4(a)(2) exemption under the Securities Act of 1933, as a transaction by an issuer not involving a public offering, so they were not registered with the SEC at issuance.

What corporate structure change occurred for Diversified Energy Company PLC as part of this deal?

As of November 21, 2025, Diversified Energy Company became the ultimate parent company of Diversified Energy Company PLC and its consolidated subsidiaries, and then completed the acquisition of Canvas on November 24, 2025.

Will DEC provide Canvas Energy financial statements after the acquisition?

Yes. DEC stated it intends to file Canvas’s financial statements required by Item 9.01(a) and related pro forma financial information required by Item 9.01(b) by amendment within 71 calendar days of the date the current report is required to be filed.

What is the trading symbol and exchange for Diversified Energy Company common stock?

Diversified Energy Company’s common stock, par value $0.01 per share, trades under the symbol DEC on the New York Stock Exchange.