Diversified Energy (NYSE: DEC) and Carlyle structure $1.175B Anadarko Basin acquisition

Rhea-AI Filing Summary

Diversified Energy Company agreed to acquire certain oil and gas assets in Oklahoma from Camino Natural Resources for a total purchase price of $1.175 billion. The package includes producing wells, related infrastructure, and undeveloped acreage in the Anadarko Basin.

Funds and accounts advised by Carlyle will provide 60% of the purchase price for the developed assets through a new special purpose vehicle, with Carlyle owning 60% of the SPV and Diversified retaining 40% and operating the assets. Diversified expects to fund about $210 million via its revolving credit facility, with the remainder coming from an asset-backed securitization backed by the developed assets.

The deal is expected to close in the third quarter of 2026, subject to customary conditions. If closing fails after conditions are satisfied due to the purchaser’s material breach, Camino may receive a $58.75 million termination fee, to be shared pro rata by Carlyle and Diversified unless one party is solely responsible.

Positive

• $1.175 billion Anadarko acquisition at ~3.0x NTM EBITDA based on seller estimates, adding ~300 MMcfepd of production, ~1,478 Bcfe of proved reserves, and over 100 drill-ready locations, which meaningfully scales Diversified’s Oklahoma footprint.
• Financing structure avoids equity issuance by combining Carlyle’s 60% contribution for developed assets, an asset-backed securitization, and about $210 million from the revolving credit facility, targeting long-term, efficient, largely off-balance sheet funding.

Negative

• Minority ownership and governance risk in SPV because Carlyle is expected to control ordinary-course management decisions for the vehicle holding the developed assets, limiting Diversified’s direct control despite acting as operator.
• Execution and financing risk around closing, including potential failure to secure expected asset-backed securitization and credit facility funding, and exposure to a $58.75 million termination fee if purchaser-side obligations are not met after conditions are satisfied.

Insights

Energy M&A and capital structure analyst

Large, structured acquisition using ABS and a Carlyle JV, with minority ownership and execution risk.

The transaction adds a sizeable Anadarko Basin position, with estimated next-twelve-month EBITDA of about $397 million and current net production near 300 MMcfepd. The $1.175 billion price implies roughly a 3.0x NTM EBITDA multiple based on the seller’s engineering assumptions.

Financing relies on an investment-grade asset-backed securitization, Carlyle’s 60% capital for developed assets, and about $210 million from Diversified’s revolving credit facility. The structure aims to limit direct balance sheet impact while giving Carlyle ordinary-course control of the SPV, with Diversified as operator.

Key risks disclosed include closing conditions, availability of ABS and bank financing, commodity price volatility affecting asset value, and Diversified’s minority position in the SPV, which may constrain control over decisions. The $58.75 million termination fee underscores financial exposure if the buyer side fails to perform.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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: $1.175 billion Carlyle funding share: 60% of developed assets price Company revolver funding: Approximately $210 million +5 more

8 metrics

Purchase price $1.175 billion Aggregate price for Camino assets in Oklahoma

Carlyle funding share 60% of developed assets price Ownership and funding share in SPV

Company revolver funding Approximately $210 million Borrowings under Diversified’s revolving credit facility

Termination fee $58,750,000 Payable to sellers if purchaser materially breaches after conditions met

Estimated NTM EBITDA Approximately $397 million Seller’s estimate for next-twelve-month EBITDA of the assets

Current production About 300 MMcfepd (~51 Mboepd) Estimated average daily production for 2026

Total proved reserves Approximately 1,478 Bcfe Reserves based on data as of March 1, 2026

Acreage acquired Approximately 101,000 acres Leasehold in SCOOP/STACK/MERGE with over 100 drill-ready locations

Key Terms

asset-backed securitization, special purpose vehicle, NTM EBITDA, Total Proved Reserves, +2 more

6 terms

asset-backed securitization financial

"The Acquisition will be financed through a bespoke asset-backed securitization ("ABS") structured and arranged by Carlyle."

Asset-backed securitization is a process where a financial institution pools together a group of assets—such as loans or receivables—and converts them into a security that can be sold to investors. This allows the original lender to raise funds quickly, while investors gain access to a stream of payments derived from the underlying assets. It’s similar to bundling multiple small income sources into a single investment, providing both liquidity for lenders and investment opportunities for others.

special purpose vehicle financial

"Carlyle will hold a majority ownership interest in the SPV that issues the ABS, with Diversified retaining a minority ownership stake."

A special purpose vehicle (SPV) is a separate legal entity created to isolate financial risk or hold specific assets, much like a dedicated safe for a particular investment or project. Investors pay attention to SPVs because they can influence how risks and rewards are managed, and sometimes they are used to structure transactions more efficiently or hide certain financial details.

NTM EBITDA financial

"Estimated NTM EBITDA of ~$397 million(a)"

NTM EBITDA stands for "next twelve months" earnings before interest, taxes, depreciation and amortization; it is a forward-looking estimate of a company's operating cash profits over the coming year, ignoring financing, tax and non-cash accounting charges. Investors use NTM EBITDA like a short-term earnings forecast to compare companies and set valuation multiples, similar to using a weather forecast to plan activities—it's an expected operating performance that helps judge value and risk.

Total Proved Reserves financial

"Total Proved Reserves of ~1,478 Bcfe(c)"

Total proved reserves are the volumes of oil, natural gas or other recoverable resources that company engineers judge to be highly likely (about 90% confidence) to be extracted profitably under current laws, prices and technology. For investors, they act like a company’s counted inventory or “bank of fuel” — they signal the scale of future production, potential revenue and the durability of the company’s resource-based cash flow.

off balance sheet financing financial

"Diversified’s debt portion of the ABS SPV will be deconsolidated, off balance sheet financing, and its ownership percentage treated as a minority ownership structure"

Emerging Growth Company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) Emerging Growth Company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

FALSE000192244600019224462026-05-062026-05-06

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): May 6, 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 1.01 Entry into a Material Definitive Agreement

On May 6, 2026, Diversified Gas & Oil Corporation (“Diversified” or “Purchaser”), a wholly-owned subsidiary of Diversified Energy Company (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain affiliates of Camino Natural Resources, LLC (collectively, “Camino” or “Sellers”) pursuant to which Diversified agreed to acquire 100% of the interests in certain affiliates of Camino owning (i) certain oil and natural gas wells, leasehold interests and related assets located in Oklahoma (the “Developed Assets”) and (ii) certain undeveloped acreage, associated leasehold interests and related assets in Oklahoma (the “Undeveloped Assets” and together with the Developed Assets, the “Assets”). The Purchase Agreement provides for an aggregate purchase price of $1.175 billion. The acquisition is expected to close (the “Closing”) in the third quarter of 2026, subject to customary closing conditions.

On May 6, 2026, Diversified and funds and accounts managed and/or advised by Carlyle Global Credit Investment Management, LLC (collectively, “Carlyle”), entered into an agreement (the “Carlyle Agreement”) pursuant to which Carlyle agreed to fund 60% of the purchase price for the Developed Assets (the “Carlyle Contribution”) in exchange for a 60% ownership interest in a newly formed special purpose vehicle (the “SPV”), with the Company retaining 40% ownership interest in the SPV. It is anticipated that at Closing, the Developed Assets will be contributed to an indirect subsidiary of the SPV. As 60% owner, Carlyle is expected to control the ordinary course management decisions of the SPV, with the Company serving as operator of the SPV’s assets.

The purchase price for the Assets is expected to be funded by an asset-backed securitization (the collateral for which shall be the Developed Assets) in advance of Closing, the Carlyle Contribution, and an estimated $210 million in borrowings under the Company’s revolving credit facility. At the Closing, Diversified will also acquire and retain ownership of the Undeveloped Assets outside of the SPV.

The Purchase Agreement contains customary representations, warranties and covenants by the parties. The obligations of Diversified and the Sellers to consummate the acquisition are subject to customary closing conditions. The Purchase Agreement may be terminated prior to Closing under certain circumstances, including by mutual agreement of the parties, by either party if the Closing has not occurred by a specified outside date (subject to extension in certain circumstances related to the HSR waiting period), by either party upon entry of a final non-appealable order prohibiting consummation of the transaction, or by either party upon an uncured material breach by the other party. In the event the Purchase Agreement is terminated by the Sellers when all conditions to the Purchaser’s obligation to close have been satisfied or waived and the Closing has failed to occur solely as a result of the Purchaser’s material breach or failure to perform its obligations, the Sellers will be entitled to payment of a termination fee of $58,750,000. Carlyle has agreed to fund its pro rata share of the termination fee; provided that if payment of the termination fee is caused by the material breach or failure to perform under the Purchase Agreement as a result of (1) the Company or Carlyle not funding its portion of the purchase price, or (2) the Company’s material breach of the Purchase Agreement (provided such breach is not caused by Carlyle’s breach of its obligations) then the party who fails to perform would be responsible for 100% of such termination fee.

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 is filed as Exhibit 2.1 hereto and incorporated herein by reference.

Item 7.01    Regulation FD Disclosure

On May 6, 2026, the Company issued a press release announcing the acquisition. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.

The information in this Item 7.01 and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Statement

This report contains forward-looking statements. Words such as “anticipates,” “intends,” “expect,” or “will,” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future results and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond our control, including (i) the failure to satisfy the conditions to the closing of the acquisition; (ii) the failure to obtain committed financing on acceptable terms or at all, including with respect to the anticipated asset-backed securitization and borrowings under the Company’s revolving credit facility; (iii) risks related to title defects, environmental liabilities or other

conditions affecting the acquired assets; (iv) commodity price volatility and other changes in market conditions affecting the value of the acquired assets; (v) the risk that the transaction may not be completed on the anticipated timeline or at all; (vi) risks related to the formation of, and Diversified’s minority ownership interest in, the SPV into which the Developed Assets are expected to be contributed, including the risk that the joint venture arrangement with Carlyle may not be consummated on the anticipated terms or at all; and (vii) the risk that, as a minority owner, Diversified will have limited ability to control decisions regarding the management and operation of the SPV and the Developed Assets held therein. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulation.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.						Description
2.1#						Securities Purchase Agreement dated May 6, 2026, by and among Camino Natural Resources, LLC, Camino Natural Resources Intermediate HoldCo, LLC, Land Run Minerals II, LLC, the other sellers named therein and Diversified Gas & Oil Corporation.
99.1						Press Release Dated May 6, 2026.
104						Cover Page Interactive Data File (embedded within Inline XBRL document)

                        

# Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.

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 12, 2026						By:			/s/ Benjamin M. Sullivan
Date									Benjamin M. Sullivan
									Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary

Exhibit 99.1

Diversified and Carlyle Partner to Acquire Assets from Camino Natural Resources

Bolt-On to a Contiguous Operating Position that Contains Meaningful Identified Synergies and Potential Upside from Large Undeveloped Location Inventory

Innovative Asset-Backed Securitization (ABS) with Carlyle to Fund Purchase through Newly Created Special Purpose Vehicle (SPV) without Diversified Equity Issuance

Diversified Energy Company (NYSE: DEC, LSE: DEC) ("Diversified" or the "Company") in partnership with global investment firm Carlyle's (NASDAQ: CG) Global Credit platform are pleased to announce the execution of a purchase agreement for the acquisition of a bolt-on portfolio of certain oil and natural gas properties, along with related assets located within the Anadarko Basin of Oklahoma (the "Assets") from Camino Natural Resources (the "Acquisition"). Notably, the Acquisition provides an additional 100, high-quality undeveloped inventory locations in an active development area, with Diversified owning in excess of 450 locations in Oklahoma, pro forma for the acquisition. Camino will retain its ownership of the Chickasha development area.

The acquisition builds on the strategic partnership between Diversified and Carlyle announced in 2025, which combines Carlyle’s asset-backed finance capabilities with Diversified’s operating expertise to invest in proved developed producing (“PDP”) energy assets across the United States.

The Acquisition will be financed through a bespoke asset-backed securitization ("ABS") structured and arranged by Carlyle. In connection with the acquisition, Carlyle and Diversified will establish a newly formed special purpose vehicle that will hold the producing assets and issue debt backed by the underlying cash flows. Carlyle will hold a majority ownership interest in the SPV that issues the ABS, with Diversified retaining a minority ownership stake and serving as operator of the assets and manager of the ABS. In addition, Diversified will retain the ownership of the undeveloped assets outside the SPV. Diversified will fund a net amount, inclusive of customary purchase price adjustments, of approximately of $210 million for the Acquisition through availability under the company's senior secured bank facility. The structure is designed to provide long-term, efficient financing aligned with the assets' profile, enabling scaled investment without reliance on traditional corporate financing or equity issuance. The Company expects to close the Acquisition in the third quarter of 2026, subject to customary closing conditions.

Acquisition Highlights

•Purchase price of $1,175 million before anticipated, customary purchase price adjustments

◦Price per flowing Mboe of ~$23,000

◦~3.0x multiple of NTM EBITDA(a)

•Current net production of ~300 MMcfepd (~51 Mboepd)(b)

◦Production mix of ~55% gas, ~30% NGL’s, and 15% oil

•Includes ~101,000 acres with commercially attractive leasehold in SCOOP/STACK/MERGE

◦Over 100 identified, drill-ready inventory locations with high (~80%) working interest

Exhibit 99.1

•Estimated NTM EBITDA of ~$397 million(a)

◦Total Proved Reserves of ~1,478 Bcfe(c)

•Assets are contiguous with Diversified's existing Oklahoma assets

◦Proximity to existing assets creates an immediate line of sight to future operating efficiencies and General & Administrative (G&A) savings

Rationale for Diversified and Carlyle's Partnership

•Enables attractive and accelerated growth for larger-scale transactions without the use of Diversified equity while providing off-balance sheet financing

•Promoted interest and management fees enhance Diversified’s economic returns

•Diversified maintains a preferential asset buyback option providing the opportunity to retain de-levered assets

•Delivers a competitive advantage and line-of-sight for pre-acquisition financing certainty

Innovative ABS Financing Structure and Transaction Consideration

•Purchase price expected to be funded through an investment-grade rated bilaterally structured asset-backed securitization originated by Carlyle, cash from Carlyle related to its ownership percentage in the ABS SPV, and availability under Diversified's senior secured credit facility

◦Producing assets, along with certain wells to be turned-in-line, will be held by the ABS SPV with an ownership split of ~60% Carlyle and ~40% Diversified

◦Undeveloped acreage and other non-production related assets will be owned 100% by Diversified, providing additional upside outside of the securitized structure

◦Diversified’s debt portion of the ABS SPV will be deconsolidated, off balance sheet financing, and its ownership percentage treated as a minority ownership structure

◦Diversified will earn customary servicing and operating fees for managing the ABS and operating the assets

Commenting on the Acquisition, CEO Rusty Hutson, Jr. said:

"I am excited to again partner with Carlyle and work collaboratively to structure an innovative financing to acquire high-quality assets, grow our portfolio, and realize the long-term value associated with the Acquisition. The assets are a perfect fit with our existing Oklahoma operations and offer meaningful opportunities for material synergies upon completion of the Acquisition. The transaction adds scale to our regional footprint and remains consistent with our strategy of acquiring high-quality, producing assets at attractive valuations. These assets will benefit from our Smarter Asset Management approach, which we expect will improve production, enhance margins, and grow free cash flow.

Additionally, we anticipate incremental cash flow from our Portfolio Optimization Programs, given the significant number of drill-ready inventory locations identified as part of the Acquisition. Importantly, this added NAV value to our reserves provides the opportunity to potentially improve our production or

Exhibit 99.1

generate meaningful added free cash flow in future periods. Our Company has a proven, demonstrated track record of delivering value to shareholders from our strategy of acquiring, operating, and optimizing established cash-generating energy assets."

Akhil Bansal, Head of Asset-Backed at Carlyle said:

"This transaction demonstrates what's possible when structuring expertise and long-term capital are paired with a best-in-class operator. We're proud to work alongside Diversified to create a financing solution purpose-built for these assets, and we see this as a model for how Carlyle approaches asset-backed investing."

Bolt-On Addition of Contiguous PDP Assets & Undeveloped Inventory

The Acquisition's estimated NTM EBITDA(a) is approximately $397 million. The Acquisition is expected to add approximately 300 MMcfepd (~51Mboepd) of production for the next twelve months and approximately 1,478 Bcfe of reserves(c). Additionally, the production profile of the Assets are highly complementary to the Company's existing portfolio and operational strategy.

The Assets include an approximate 101,000 acres with over 100 identified, drill-ready locations. When combined with the current undeveloped locations acquired from Diversified's recent Oklahoma acquisitions, the Company has identified an estimated over 450 highly economic development locations under conservative commodity pricing assumptions. This quality and depth of inventory equates to approximately 30+ years of inventory at a one-rig drilling pace (11-14 wells/year). Importantly, the undeveloped acreage presents potential upside opportunities in line with Diversified's demonstrated ability to unlock value from its vast portfolio of assets, and the Assets provide opportunities to realize synergies attributable to Diversified’s operating scale and asset density.

This investment is being led by Carlyle’s Asset-Backed Finance (“ABF”) team within the Global Credit platform. Carlyle ABF focuses on private fixed income and asset-backed investments, leveraging the firm’s global platform to deliver tailored financing solutions to businesses, specialty finance companies, and asset owners. Carlyle ABF has deployed approximately $11 billion since 2021 and has more than $10 billion in assets under management as of December 31, 2025.

ADVISORS

Kirkland & Ellis LLP is serving as legal advisors, and Citi & Truist Securities are serving as financial advisors to Diversified on the Acquisition. Latham & Watkins and Paul Hastings are serving as legal advisors to Carlyle. Jefferies LLC is serving as lead financial advisor and RBC Richardson Barr is serving as co-financial advisor to Camino. Vinson and Elkins is serving as legal advisor to Camino.

Footnotes:

a)Camino estimated EBITDA based on engineering reserves assumptions using historical cost assumptions and NYMEX strip pricing as of May 4, 2026 for the 12 month period ended March 1, 2027; for more information, please refer to the "EBITDA" definition below.

Exhibit 99.1

b)Current production based on estimated average daily production for 2026; Estimate based on historical performance and engineered type curves for the Assets.

c)Reserves values calculated using historical production data, asset-specific type curves and an effective date of March 1, 2026 and based on the NYMEX strip at May 4, 2026 for 5 years, with terminal price assumptions of $3.75/MMBtu and $65.00/Bbl for natural gas and oil, respectively.

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No. 596/2014 on Market Abuse, as it forms part of the UK domestic law by virtue of the European Union (Withdrawal) Act 2018.

For further information, please contact:

Diversified Energy Company

19738562757

Doug Kris

dkris@dgoc.com

Senior Vice President Investor Relations & Corporate Communications

www.div.energy

FTI Consulting

dec@fticonsulting.com

U.S. & UK Financial Public Relations

Carlyle Media Contact

Ben Howard

19145524281

Prosek

bhoward@prosek.com

About Diversified Energy Company

Diversified is a leading publicly traded energy company focused on acquiring, operating, and optimizing cash-generating energy assets. Through our unique differentiated strategy, we acquire established 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. 

About Carlyle

Carlyle (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across three business segments: Global Private Equity, Global Credit, and Carlyle AlpInvest. With $477 billion of assets under management as of December 31, 2025, Carlyle’s purpose is to invest wisely and create value on behalf of its investors, portfolio companies, and the communities in which we live and

Exhibit 99.1

invest. Carlyle employs more than 2,500 people in 27 offices across four continents. Further information is available at www.carlyle.com. Follow Carlyle on X @OneCarlyle and LinkedIn at The Carlyle Group.

Forward-Looking Statements

This announcement contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995). These forward-looking statements, which contain the words "anticipate", "believe", "intend", "estimate", "expect", "may", "will", "seek", "continue", "aim", "target", "projected", "plan", "goal", "achieve", "opportunity" and words of similar meaning, reflect the Company's beliefs and expectations and are based on numerous assumptions regarding the Company's present and future business strategies and the environment the Company will operate in and are subject to risks and uncertainties that may cause actual results to differ materially. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. Expected benefits of the Acquisition may not be realized and the Acquisition may not close on the terms described in this release, or at all. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, including the risk factors described in the "Risk Factors" section in the Company's Annual Report and Form 10-K for the year ended December 31, 2025, filed with the United States Securities and Exchange Commission. The pro forma financial information in this announcement is for informational purposes only, is not a projection of our future financial performance, and should not be considered indicative of actual results should the Acquisition be consummated. Forward-looking statements speak only as of their date and neither the Company nor any of its directors, officers, employees, agents, affiliates or advisers expressly disclaim any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, except where it would be required to do so under applicable law. As a result, you are cautioned not to place undue reliance on such forward-looking statements.

EBITDA

As used herein, EBITDA represents earnings before interest, taxes, depletion, depreciation and amortization. We are unable to provide a quantitative reconciliation of forward-looking EBITDA to the most directly comparable forward-looking GAAP measure because the items necessary to estimate such forward-looking GAAP measure are not accessible or estimable at this time without unreasonable efforts.

FAQ

What acquisition did Diversified Energy Company (DEC) announce with Carlyle and Camino?

Diversified agreed to buy certain oil and gas assets in Oklahoma from Camino Natural Resources for a total purchase price of approximately $1.175 billion. The deal covers producing wells, related infrastructure, and undeveloped acreage in the Anadarko Basin, expanding Diversified’s existing Oklahoma position.

How will Diversified Energy Company (DEC) finance the $1.175 billion Camino acquisition?

The purchase price is expected to be funded through an asset-backed securitization backed by the developed assets, Carlyle’s 60% contribution for the developed portion via a new SPV, and about $210 million of borrowings under Diversified’s senior secured revolving credit facility.

What role will Carlyle play in the Diversified Energy Company (DEC) transaction?

Funds and accounts managed by Carlyle will fund 60% of the developed assets’ purchase price in exchange for a 60% ownership stake in a special purpose vehicle. Carlyle is expected to control ordinary-course management decisions, while Diversified operates the assets and manages the ABS.

When is the Diversified Energy Company (DEC) and Camino acquisition expected to close?

The companies expect the acquisition to close in the third quarter of 2026, subject to customary closing conditions. These include regulatory clearances and completion of the planned financing structure, such as the contemplated asset-backed securitization and use of Diversified’s revolving credit facility.

What production and reserves will Diversified Energy Company (DEC) gain from the Camino assets?

The assets are described with estimated current net production of around 300 MMcfepd, or about 51 Mboepd, and total proved reserves of roughly 1,478 Bcfe. They also include approximately 101,000 acres and more than 100 identified, drill-ready development locations.

What termination fee applies if the Diversified Energy Company (DEC) acquisition fails to close?

If the agreement is terminated by the sellers after all closing conditions are satisfied or waived and failure to close is due solely to the purchaser’s material breach, the sellers may receive a termination fee of $58,750,000, funded pro rata by Carlyle and Diversified unless one party is solely at fault.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 40.0 KB

Other Documents

• EX-2.1 EX-2.1 1.4 MB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB