Diversified Energy (DEC) buys $248 million east Texas oil and gas assets

Rhea-AI Filing Summary

Diversified Energy Company completed an acquisition of oil and natural gas assets in east Texas through its wholly owned subsidiary, Diversified Production LLC. On April 30, 2026, the transaction with Sheridan Holding Company III, LLC closed for a total purchase price of approximately $248 million, subject to customary adjustments under the purchase and sale agreement.

The acquired wells, leasehold interests and related assets are located in several east Texas counties, including Cherokee, Harrison, Nacogdoches, Panola and Rusk. Diversified funded the purchase price with borrowings under its senior secured revolving credit facility. The company plans to file required financial statements and pro forma financial information for the acquired business within 71 days.

Insights

Energy M&A and Capital Structure Analyst

Diversified Energy adds east Texas assets in a $248 million, debt-funded deal.

Diversified Energy Company, via its subsidiary, closed a transaction to buy oil and natural gas wells, leasehold interests and related assets in several east Texas counties from Sheridan Holding Company III, LLC for approximately $248 million. This expands its producing asset base in a mature U.S. gas and liquids region.

The purchase price was funded through borrowings under the company’s senior secured revolving credit facility, indicating increased leverage rather than equity dilution. Actual balance sheet impact depends on existing debt levels and future cash flows from the acquired properties, which are not detailed in the excerpt.

The company expects to provide historical financial statements and pro forma financial information for the acquired business within 71 days of the required filing date. Those upcoming disclosures should clarify production volumes, revenue contribution and how the additional debt interacts with covenants and liquidity over subsequent reporting periods.

8-K Event Classification

3 items: 2.01, 7.01, 9.01

3 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Purchase price: $248 million Closing date: April 30, 2026 Agreement date: February 26, 2026 +1 more

4 metrics

Purchase price $248 million Total consideration for east Texas oil and gas assets

Closing date April 30, 2026 Date the transaction with Sheridan closed

Agreement date February 26, 2026 Date of purchase and sale agreement execution

Financials filing window 71 days Deadline to file acquired business financial statements and pro formas

Key Terms

purchase and sale agreement, senior secured revolving credit facility, Regulation FD Disclosure, pro forma financial information, +1 more

5 terms

purchase and sale agreement financial

"entered into a purchase and sale agreement (the “Purchase Agreement”) with Sheridan Holding Company III, LLC"

A purchase and sale agreement is a legally binding contract that spells out exactly what is being bought or sold, the price, who must do what, the timeline, and any conditions that must be met before the deal closes — like a detailed recipe and checklist for a transaction. Investors care because this document determines when ownership or assets change hands, what risks or obligations remain, and which conditions (financing, approvals, inspections) could delay, alter, or void the deal and therefore affect a company’s value and stock price.

senior secured revolving credit facility financial

"The purchase price was funded through borrowings under Diversified’s senior secured revolving credit facility."

A senior secured revolving credit facility is a multi‑use bank lending line that a company can draw, repay and redraw as needed, backed by specific assets and ranked first in repayment order if the company defaults. Think of it like a collateralized credit card that gives flexible short‑term cash while lenders hold priority to recover their money; investors watch it because it affects a company’s liquidity, borrowing cost, and who gets paid first in financial distress.

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure The information set forth in Item 2.01"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

pro forma financial information financial

"The Company will file the pro forma financial information required by Item 9.01(b)"

Pro forma financial information are adjusted financial numbers that show how a company’s results might look after a specific event or after removing one-time items, like a cleaned-up or “what if” version of its earnings. Investors use these figures to compare performance, judge future profitability, or evaluate the impact of mergers, restructurings or large transactions, but they require scrutiny because adjustments can make results look rosier than standard accounting statements.

Item 9.01(a) regulatory

"file the financial statements required by Item 9.01(a)"

Understanding 8-K Material Events →

FALSE000192244600019224462026-04-302026-04-30

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 30, 2026

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 Office)

(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(b))

☐ 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(s)

Name of each exchange on which registered

Common Stock, par value $0.01 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. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets

As previously disclosed, on February 26, 2026, Diversified Production LLC (“Diversified”), a wholly-owned subsidiary of Diversified Energy Company (the “Company”), entered into a purchase and sale agreement (the “Purchase Agreement”) with Sheridan Holding Company III, LLC (the “Seller”) for the purchase of certain oil and natural gas wells, leasehold interests and related assets located in certain counties in east Texas, including Cherokee, Harrison, Nacogdoches, Panola, and Rusk Counties (the “Transaction”).

On April 30, 2026, the Transaction closed for a total purchase price of approximately $248 million, subject to adjustment pursuant to the terms of the Purchase Agreement. The purchase price was funded through borrowings under Diversified’s senior secured revolving credit facility.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated February 26, 2026 and incorporated herein by reference.

Item 7.01    Regulation FD Disclosure

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.

Item 9.01 Financial Statements and Exhibits

(a)    Financial Statements of Business Acquired

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

(b)    Pro Forma Financial Information

The Company will file the pro forma financial information required by Item 9.01(b) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.

(d)    Exhibits

Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within 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
May 1, 2026						By:			/s/ Benjamin M. Sullivan
Date									Benjamin M. Sullivan
									Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary

FAQ

What transaction did Diversified Energy Company (DEC) complete on April 30, 2026?

Diversified Energy Company completed the acquisition of oil and natural gas wells, leasehold interests and related assets in several east Texas counties from Sheridan Holding Company III, LLC. The deal enhances its footprint in Cherokee, Harrison, Nacogdoches, Panola and Rusk counties.

How much did Diversified Energy Company (DEC) pay for the east Texas assets?

The company paid a total purchase price of approximately $248 million for the east Texas oil and natural gas wells, leasehold interests and related assets. This amount is subject to adjustment according to the terms of the purchase and sale agreement with Sheridan Holding Company III, LLC.

How did Diversified Energy Company (DEC) finance the $248 million acquisition?

Diversified Energy funded the approximately $248 million purchase price using borrowings under its senior secured revolving credit facility. Using this credit facility increases debt rather than issuing new equity, and specific effects on leverage will be clearer in future financial statements.

Which east Texas counties are included in Diversified Energy Company’s new assets?

The acquired oil and natural gas wells, leasehold interests and related assets are located in Cherokee, Harrison, Nacogdoches, Panola and Rusk counties in east Texas. These counties collectively expand Diversified Energy Company’s operational presence in the region through the closed transaction.

Will Diversified Energy Company (DEC) provide financial statements for the acquired business?

Yes. Diversified Energy plans to file the financial statements required for the acquired business under Item 9.01(a), and related pro forma financial information under Item 9.01(b), by amendment no later than 71 days after the date the current report was required to be filed.

What agreement governed Diversified Energy Company’s acquisition from Sheridan Holding Company III, LLC?

The acquisition was governed by a purchase and sale agreement between Diversified Production LLC, a wholly owned subsidiary of Diversified Energy Company, and Sheridan Holding Company III, LLC. That agreement covers the sale of the specified oil and natural gas wells, leasehold interests and related assets in east Texas.

Filing Exhibits & Attachments

3 documents

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