Diversified Energy (DEC) holders sell 7.5M shares as company repurchases 3.75M

Rhea-AI Filing Summary

Diversified Energy Company entered into an underwriting agreement with affiliates of EIG Global Energy Partners and Citigroup Global Markets Inc. for an offering of 7,501,585 shares of its common stock held by selling stockholders. The company itself did not sell any shares and did not receive proceeds from this offering.

As part of the transaction, Diversified Energy repurchased 3,750,000 shares of its common stock from the selling stockholders at the same price paid by the underwriter, with this share buyback closing substantially concurrently with the offering. The agreement includes customary representations, warranties, closing conditions, and indemnification provisions in favor of the underwriter.

Insights

Capital markets & corporate finance analyst

Secondary sale by existing holders combined with a concurrent company share repurchase is structurally neutral overall.

The transaction involves selling stockholders offering 7,501,585 existing shares, while Diversified Energy repurchases 3,750,000 of those shares at the underwriter’s purchase price. Because the company did not issue new stock, the offering itself does not create additional dilution.

The repurchase reduces the number of shares held by the public relative to selling stockholder ownership and represents direct capital deployment by the company to buy back its own stock. The underwriting agreement contains customary terms and indemnities, indicating a standard capital markets structure without unusual conditions disclosed in this excerpt.

FALSE000192244600019224462026-03-092026-03-09

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): March 9, 2026

Diversified Energy Company

(Exact name of registrant as specified in its charter)

Delaware

011-41870

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())

☐ 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 March 9, 2026, Diversified Energy Company (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with certain affiliates of EIG Global Energy Partners (the “Selling Stockholders”) and Citigroup Global Markets Inc. (the “Underwriter”), relating to the offer and sale (the “Offering”) of 7,501,585 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), by the Selling Stockholders.

On March 11, 2026, the Selling Stockholders completed the Offering of the 7,501,585 shares of Common Stock, which includes 3,750,000 shares of Common Stock that were repurchased by the Company at a price per share equal to the price at which the Underwriter purchased the shares from the Selling Stockholders in the Offering. The closing of the share repurchase occurred substantially concurrently with closing of the Offering. The Company did not sell any shares of Common Stock in the Offering and did not receive any proceeds from the sale of the Shares offered by the Selling Stockholders.

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company and the Selling Stockholders have agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Underwriter may be required to make in the event of any such liabilities.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the copy of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated into this Item 1.01 by reference.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.						Description
1.1						Underwriting Agreement, dated as of March 9, 2026, by and between Diversified Energy Company, the Selling Stockholders and Citigroup Global Markets Inc.
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
March 12, 2026						By:			/s/ Benjamin M. Sullivan
Date									Benjamin M. Sullivan
									Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary

FAQ

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

Diversified Energy Company entered an underwriting agreement for a secondary offering of 7,501,585 existing common shares by selling stockholders. The company also repurchased 3,750,000 of those shares, with the buyback closing substantially concurrently with the completion of the offering.

How many Diversified Energy (DEC) shares were sold and who sold them?

Selling stockholders affiliated with EIG Global Energy Partners offered and sold 7,501,585 shares of Diversified Energy common stock. These were existing shares they owned, not newly issued by the company, making the transaction a secondary offering rather than a primary capital raise.

Did Diversified Energy Company (DEC) sell any new shares or receive offering proceeds?

Diversified Energy did not sell any shares of common stock in this transaction and did not receive proceeds from the sale of 7,501,585 shares. All offering proceeds went to the selling stockholders, as the company was not an issuing seller in the offering.

What share repurchase did Diversified Energy (DEC) complete in connection with the offering?

In connection with the secondary offering, Diversified Energy repurchased 3,750,000 shares of its common stock from the selling stockholders. The repurchase price per share matched the price paid by the underwriter, and the repurchase closed substantially concurrently with the offering’s closing.

Who acted as underwriter for Diversified Energy’s (DEC) secondary offering?

Citigroup Global Markets Inc. acted as the sole underwriter for the offering of 7,501,585 Diversified Energy common shares. The underwriting agreement includes customary representations, warranties, closing conditions, termination provisions, and indemnification arrangements in favor of the underwriter and related parties.

What legal protections are included in Diversified Energy’s (DEC) underwriting agreement?

The underwriting agreement provides customary representations, warranties, and obligations, along with closing conditions and termination rights. Diversified Energy and the selling stockholders agreed to indemnify the underwriter against certain liabilities, including under the Securities Act of 1933, and to contribute to payments arising from such liabilities.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-1.1 EX-1.1 366.0 KB
• 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