Director Randall Wade exits Diversified Energy (DEC) board as EIG stake falls

Rhea-AI Filing Summary

Diversified Energy Company reported that director Randall Wade resigned from its Board of Directors and from the Board’s Sustainability and Safety Committee, effective January 23, 2026. Mr. Wade had been appointed under EIG Management Company, LLC’s nomination rights in a relationship agreement among the parties. His resignation occurred because EIG and its affiliates’ ownership in the company fell below the required threshold to nominate a director, and the company states it was not due to any disagreement over operations, policies, or practices. The company issued a press release on January 23, 2026, attached as Exhibit 99.1.

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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 23, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 23, 2026, Randall Wade notified the Board of Directors (the “Board”) of Diversified Energy Company (the “Company”) of his resignation from the Board and the Sustainability and Safety Committee of the Board, effective immediately. Mr. Wade was appointed to the Board pursuant to EIG’s (as defined below) nomination rights as set forth in the Relationship Agreement, as amended and restated on November 13, 2025, by and among the Company, Diversified Energy Company PLC and EIG Management Company, LLC (“EIG”). Mr. Wade’s resignation was the result of EIG and its affiliates’ ownership in the Company falling below the requisite threshold to nominate a director and not the result of any disagreement with the Company, including on any matter relating to its operations, policies or practices.

Item 7.01 Regulation FD Disclosure

On January 23, 2026, the Company issued a press release announcing the resignation of Mr. Wade. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.						Description
99.1						Press Release dated January 23, 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 26, 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?

The company announced that director Randall Wade resigned from its Board of Directors and the Sustainability and Safety Committee, effective January 23, 2026.

Why did Randall Wade resign from the Diversified Energy Company (DEC) board?

His resignation resulted from EIG and its affiliates’ ownership in the company falling below the threshold required to nominate a director under their relationship agreement.

Was Randall Wade’s resignation from DEC due to a disagreement with the company?

No. The filing states that his resignation was not the result of any disagreement with the company on its operations, policies, or practices.

What board committee at Diversified Energy Company did Randall Wade leave?

In addition to the Board, Randall Wade resigned from the Sustainability and Safety Committee of the Board.

What is EIG’s connection to Diversified Energy Company (DEC)?

EIG Management Company, LLC had nomination rights for a director under a relationship agreement with Diversified Energy Company and Diversified Energy Company PLC, which led to Mr. Wade’s prior appointment.

Did Diversified Energy Company issue a press release about the director resignation?

Yes. The company issued a press release on January 23, 2026, which is included as Exhibit 99.1 to the filing.

Is the press release about Randall Wade’s resignation considered filed for liability purposes?

No. The filing states that the information in Item 7.01, including Exhibit 99.1, is being furnished and is not deemed filed for purposes of Section 18 of the Exchange Act.