Diversified Energy (DEC) taps Nordic market with extra $200M in 9.75% secured bonds

Rhea-AI Filing Summary

Diversified Energy Company reported that investors have agreed to purchase $200 million aggregate principal amount of 9.75% senior secured bonds due 2029 in a tap-on offering by its wholly owned subsidiary, Diversified Gas & Oil Corporation, in the Nordic bond market.

The Company previously issued $300 million of these bonds in April 2025, so the total principal amount outstanding will rise to $500 million after closing. Diversified Energy intends to use the net proceeds for general corporate purposes. The bonds are being offered only to qualified institutional buyers in the United States under Rule 144A and will not be registered under the U.S. Securities Act.

Insights

Credit and capital structure analyst

Diversified Energy adds $200M of 9.75% secured debt, taking this bond series to $500M outstanding.

Diversified Energy Company arranged an additional $200 million of 9.75% senior secured bonds due 2029 via a tap-on to an existing Nordic bond issued by its subsidiary. This increases that bond line from $300 million to $500 million outstanding.

The filing states that net proceeds will be used for general corporate purposes, without further breakdown. The bonds are offered to qualified institutional buyers under Rule 144A and are not registered under the U.S. Securities Act, reflecting a private capital markets transaction rather than a public bond offering.

From a capital structure perspective, the transaction expands secured debt at a relatively high stated coupon of 9.75%. Actual impact on leverage and interest coverage depends on existing balance sheet metrics and how the new funds are ultimately deployed, which are not detailed in this excerpt.

FALSE000192244600019224462026-01-282026-01-28

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): January 28, 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 8.01 Other Events.

On January 28, 2026, Diversified Energy Company (the “Company”) issued a press release announcing that investors have agreed to purchase $200 million aggregate principal amount of 9.75% senior secured bonds due 2029 (the “Bonds”) in its previously announced tap-on offering by its wholly owned subsidiary, Diversified Gas & Oil Corporation, in the Nordic bond market. The Company previously issued $300 million of the Bonds in April 2025, and following the closing, the total Bond aggregate principal amount outstanding will increase to $500 million. The Company intends to use the net proceeds from the tap-on offering for general corporate purposes. A copy of the press release announcing the foregoing is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The Bonds are being offered in the United States or its territories only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “U.S. Securities Act”). The Bonds will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This report is neither an offer to sell nor a solicitation of an offer to buy the Bonds or any other securities. This report does not constitute an offer or invitation to subscribe for or purchase any securities in any countries or other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.						Description
99.1						Press Release dated January 28, 2026
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
January 28, 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?

Diversified Energy Company announced that investors agreed to purchase $200 million of 9.75% senior secured bonds due 2029. The bonds are issued via a tap-on offering by its subsidiary in the Nordic bond market, expanding an existing bond line.

How large is Diversified Energy Company’s total 9.75% bond issuance after this tap-on?

After this tap-on, Diversified Energy will have $500 million aggregate principal amount of 9.75% senior secured bonds due 2029 outstanding. The company previously issued $300 million in April 2025 and is now adding another $200 million through this transaction.

What interest rate and maturity apply to Diversified Energy’s new bonds?

The new bonds carry a 9.75% interest rate and mature in 2029. They form part of the same senior secured bond series that the company initially issued in April 2025, maintaining consistent coupon and maturity terms across the expanded issuance.

How will Diversified Energy Company use the $200 million tap-on proceeds?

Diversified Energy intends to use the net proceeds from the $200 million tap-on offering for general corporate purposes. The filing does not break this down further, leaving flexibility for uses such as operations, investments, or balance sheet management within that broad category.

Who can buy Diversified Energy’s 9.75% bonds under this offering?

The bonds are being offered in the United States only to persons reasonably believed to be qualified institutional buyers under Rule 144A. They are not registered under the U.S. Securities Act, so broader public investors in the United States cannot purchase them through this transaction.

Is this Diversified Energy bond offering registered with the SEC?

No, the 9.75% senior secured bonds due 2029 are not registered under the U.S. Securities Act or any state securities laws. They are offered under Rule 144A and cannot be sold in the United States without registration or an applicable exemption from registration requirements.