Every 8-K that Diversified Energy Company (DEC) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow DEC and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full DEC filings page.
Diversified Energy Company (DEC) plans a major expansion through definitive agreements to acquire Birch Permian Holdings, Inc. and related entities in the Midland Basin. The combined Transactions include a merger with BPHI, purchase of non-voting incentive interests in Birch Permian, and acquisition of Milkwater, LLC and Birch II EOC, LLC.
The Transactions would add approximately 46,000 net mineral acres, about 500 gross operated (480 net total) wells, plus integrated midstream and water infrastructure assets. The aggregate purchase price is about $1.8 billion including repayment of indebtedness, with closing targeted to occur simultaneously in the fourth quarter of 2026, subject to customary conditions.
DEC expects to fund the Transactions primarily via an approximately $1.5 billion asset-backed securitization arranged in advance of closing, together with other customary financing sources including available liquidity under its revolving credit facility. The agreements include a $50 million deposit, a Merger purchase price of about $1.1 billion, and separate consideration of about $281 million and $413 million for the MIP and Birch II acquisitions, respectively, all subject to adjustments.
Diversified Energy Company (DEC) announced definitive agreements to acquire Birch Permian Holdings, Inc. and affiliates, a Permian Basin PDP-focused oil and gas producer, in an approximately $1.8 billion transaction expected to close in the fourth quarter of 2026, subject to customary closing conditions and regulatory approvals.
The deal is expected to increase production by ~35% and Adjusted EBITDA by ~55%, adding about 68 Mboepd of net production and an estimated $548 million of annualized Adjusted EBITDA at roughly ~80% EBITDA margins. Pro forma gross operated volumes are expected to reach about 2.5 Bcfepd (~1.6 Bcfepd net).
The Acquisition will be funded primarily via an ~$1.5 billion Asset Backed Securitization arranged with Carlyle, plus other financing including DEC’s revolving credit facility. DEC and Carlyle also expanded their strategic partnership to pursue up to $10 billion of future PDP acquisitions, reinforcing DEC’s vertically integrated, multi-basin PDP consolidation strategy.
Diversified Energy Company reported that it is in preliminary discussions regarding a possible acquisition of Birch Resources. The company stated that discussions are ongoing and at an early stage, no agreement has been reached, and there is no certainty any transaction will occur or on what terms.
Diversified highlighted that acquisitions are a core part of its strategy and that since its IPO in 2017 it has completed 35 acquisitions totaling over $7 billion of value. The announcement is designated as containing inside information under UK MAR.
Diversified Energy Company reported governance changes effective August 5, 2026. David Johnson resigned as Chairman of the Board and as a member of the Sustainability and Safety and Compensation Committees after more than nine years of service, and the Board reduced its size from six to five directors. The company stated that his resignation was not due to any disagreement regarding operations, policies, or practices.
In connection with this transition, the Board appointed founder and Chief Executive Officer Robert R. “Rusty” Hutson, Jr. as Chairman of the Board, and named David Turner, Jr. as Lead Independent Director. Martin Thomas was also appointed to the Compensation Committee. The company emphasized its continuing focus on maintaining a high-quality, complementary Board to support its long-term goals.
Diversified Energy Company reported second quarter 2026 results, highlighting average production of 1,253 MMcfepd, total commodity revenue of $504M, net income of $248M, Adjusted EBITDA of $240M, operating cash flow of $89M, Adjusted Free Cash Flow of $115M, and capital expenditures of $40M. The quarter benefited from portfolio optimization, including $147M of non-core Barnett and Arkansas asset sales and year-to-date acreage sales of $126M, as well as the closing of the Camino acquisition in Oklahoma.
Financial strength and returns remained a focus, with liquidity of $678M, a leverage ratio of 2.45x, retirement of $233M of ABS debt in the first half, and a $0.29 2Q26 dividend. Year to date through August 5, 2026, the company returned roughly $136M to shareholders, including repurchase of 6,596,753 shares (about 9% of shares outstanding). Updated 2026 guidance calls for production of 1,180–1,210 MMcfepd, capital expenditures of $225–$255M, Adjusted EBITDA of $960–$1,010M, and Adjusted Free Cash Flow of about $440M, supported by a new operated development program in Oklahoma, ongoing non-operated JVs, and continued asset optimization.
Diversified Energy Company amends a prior current report about its acquisition of oil and gas assets from Sheridan Holding Company III. The company obtained relief under Rule 3-13 of Regulation S-X, allowing it to omit historical and pro forma financial statements and instead provide unaudited reserve disclosures for the year ended December 31, 2025, filed as Exhibit 99.1.
The Sheridan transaction, completed April 30, 2026 through wholly owned subsidiaries, was treated as an asset acquisition, with cash consideration of approximately $236 million. As of December 31, 2025, the acquired properties had proved reserves of 340,009 MMcf of natural gas, 17,762 MBbls of NGLs, and 5,205 MBbls of oil. The standardized measure of discounted future net cash flows for these reserves was $344,200 (in thousands).
Diversified Energy Company completed a major Oklahoma oil and gas acquisition and helped finance it through a new asset-backed notes structure. A special purpose vehicle, DP Eagle LLC, issued $895 million of fixed-rate asset-backed securities in three tranches, all due 2046, with an anticipated repayment date in July 2031.
The notes are secured primarily by producing assets in the Anadarko basin and carry covenants on reserve accounts, production metrics, leverage tests, hedging and change of control events. Diversified’s subsidiary bought Developed and Undeveloped Assets for about $1.175 billion, with Carlyle funding 60% of the Developed Assets’ cash price for a 60% stake, and the balance funded by the notes and borrowings under the company’s revolving credit facility.
Diversified Energy Company appointed Kirk Oliver to its Board of Directors, effective May 21, 2026, increasing the board size from five to six members. He will serve as an independent non-executive director and join the Audit and Risk Committee and the Sustainability and Safety Committee.
Oliver brings nearly 20 years of senior financial and energy industry experience, including CFO roles at Equitrans Midstream Corporation and UGI Corporation, along with earlier leadership positions at Allegheny Energy, TXU and Hunt Power and prior investment banking experience at Lehman Brothers. He will enter into the company’s standard indemnification agreement and receive non-employee director compensation consistent with other directors, including a pro-rated annual equity grant.
Diversified Energy Company reported that its indirect subsidiary DP Red River LLC issued $850 million of fixed-rate asset-backed securities in a private transaction. The deal includes $590 million of 6.016% Class A-1 Notes due 2046 and $260 million of 6.910% Class A-2 Notes due 2046, collectively called the ABS XII Notes.
Net proceeds were used to fully redeem existing ABS Maverick Notes and ABS VI Notes, pay related premiums, fees, interest and fund a liquidity reserve, with the remainder for general corporate purposes. The ABS XII Notes have an expected repayment date in May 2031 and a legal final maturity in May 2046, with monthly principal and interest payments.
The notes are secured by upstream producing assets in the Western Anadarko Basin and are governed by covenants covering reserve accounts, prepayment provisions, hedging requirements, and reporting. They feature accelerated amortization triggers tied to coverage, leverage, production metrics and other events of default, plus a coupon step-up if not repaid or refinanced by the anticipated repayment date.
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.
Diversified Energy Company held its 2026 Annual Meeting of Shareholders on May 6, 2026. Shareholders elected all five director nominees to serve until the 2027 Annual Meeting. They also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.
On an advisory basis, shareholders approved the compensation of the company’s named executive officers and supported holding future advisory votes on executive compensation every year. The Board of Directors decided that say-on-pay votes will be held annually until the next required vote on frequency.
Diversified Energy Company reported strong first quarter 2026 results with total commodity revenue of $556M and average daily production of 1,198 MMcfe/d (200 Mboepd). Despite a net loss of $161M driven by a $398M non-cash loss on unsettled derivatives, core performance improved sharply.
Adjusted EBITDA rose to $287M, up 108% year over year, and adjusted free cash flow increased 157% to $160M. The company used this cash to reduce ABS debt by $92M and return $94M to shareholders, including significant share repurchases tied to the exit of EIG.
Diversified closed the Sheridan acquisition, agreed a joint $1.175B Camino Oklahoma deal with Carlyle, realized over $100M from portfolio optimization, and expanded non-operated partnerships. It reiterated 2026 guidance, targeting adjusted EBITDA of $925–$975M and adjusted free cash flow of about $430M.
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.
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.
Diversified Energy Company filed an 8-K providing unaudited pro forma financial information that shows how its 2025 results would look after acquiring Canvas Energy Inc. and Maverick Natural Resources. For the year ended December 31, 2025, the pro forma combined statement reports net income of 421,592 thousand and total revenue of 2,263,210 thousand.
The Canvas asset acquisition was funded with approximately 3,718,209 new common shares plus about $399 million in cash, partially financed by a $400 million asset-backed securitization. The Maverick business combination used 21,194,213 new common shares and about $211 million in cash. Pro forma earnings per share attributable to Diversified are $4.30 basic and $4.23 diluted, based on 97,882,109 basic and 99,391,014 diluted weighted average shares outstanding.
Management notes the pro forma figures are based on transaction accounting adjustments only and are not necessarily indicative of future results. Detailed notes explain reclassifications, interest expense changes from new debt, asset retirement accretion, depletion rates, and related income tax effects.
Diversified Energy Company plans a significant bolt‑on acquisition in east Texas, with its subsidiary Diversified Production LLC agreeing to buy oil and natural gas wells, leasehold interests, and related facilities from Sheridan Holding Company III, LLC.
The aggregate purchase price is approximately $248 million, funded through borrowings under the company’s senior secured revolving credit facility, and closing is targeted for the second quarter of 2026, subject to customary conditions. The acquired assets are expected to add about 62 MMcfepd (~10 Mboepd) of largely gas‑weighted production, with low estimated annual declines of around 6%, and next‑twelve‑month EBITDA of roughly $52 million. Proved developed producing reserves are estimated at ~397 Bcfe with a PV‑10 value of about $310 million, and the acreage is contiguous with Diversified’s existing East Texas position, supporting potential operating efficiencies.
Diversified Energy Company reported record fourth-quarter and full-year 2025 results, with performance exceeding prior guidance. For 2025, the company generated total revenue of $1,829 million, up from $757 million in 2024, and net income of $342 million versus a loss of $(103) million a year earlier.
Full-year Adjusted EBITDA rose to $956 million from $470 million, while Adjusted Free Cash Flow reached $440 million. Average 2025 production was 1,086 MMcfe/d, reflecting contributions from roughly $2 billion of acquisitions. The leverage ratio improved to 2.3x, aided by retiring $277 million of ABS principal.
The company returned over $185 million to shareholders through dividends and buybacks, including repurchasing about 7.3 million shares (~10% of outstanding shares). New 2026 guidance targets Adjusted EBITDA of $925–$975 million, Adjusted Free Cash Flow of about $430 million, and total production of 1,170–1,210 MMcfe/d.
Diversified Energy Company has completed a tap-on offering of $200 million principal amount of 9.75% senior secured bonds due 2029 in the Nordic bond market through its wholly owned subsidiary Diversified Gas & Oil Corporation. This increases the total amount of these bonds to $500 million.
The bonds are guaranteed by Diversified Energy and secured by its U.S. bank accounts, equity in DGOC and its operating subsidiaries, and certain intercompany loan interests. They mature on April 9, 2029, with interest payable semi-annually on April 9 and October 9.
Covenants require a leverage ratio not above 3.5:1, asset coverage of at least 1.20:1, minimum book equity of $500 million, and liquidity of at least 25% of outstanding bonds. Bondholders gain a 101% cash put right upon specified change of control or delisting events, and benefit from customary events of default and make-whole or premium-based early redemption provisions.
Diversified Energy Company filed an amended current report to add detailed financial statements for its recently acquired subsidiary, Canvas Energy Inc., and related unaudited pro forma results. These exhibits show Canvas as an Oklahoma-focused oil and gas producer using the full cost method of accounting.
Canvas reported 2024 net commodity sales of $279.7 million and net income of $88.5 million, down from $154.7 million in 2023. Operating cash flow was $180.5 million in 2024, while capital spending on oil and gas properties reached $178.9 million. At year-end 2024, Canvas had total assets of $682.9 million, including $586.0 million of oil and natural gas properties, and long-term debt (before issuance costs) of $151.3 million, primarily under a revolving credit facility with a $150.0 million balance.
The filing also highlights Canvas’s significant dividend payments of $126.4 million in 2024, continued use of commodity derivatives, and a deferred tax liability of $43.3 million driven mainly by oil and gas property basis differences. An unqualified audit opinion from Grant Thornton LLP accompanies the Canvas financials.
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.
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.
Diversified Energy Company announced that its wholly owned subsidiary, Diversified Gas & Oil Corporation, plans to discuss a potential tap-on offering of at least $100 million of its existing 9.75% senior secured bonds due 2029 in the Nordic bond market. The company previously issued $300 million of these bonds in April 2025, so this transaction would increase that bond series if completed. Diversified Energy intends to use any net proceeds from this contemplated bond tap for general corporate purposes. The potential bonds would be offered in the United States only to qualified institutional buyers under Rule 144A and would not be registered under the U.S. Securities Act.
Diversified Energy Company adopted a new Executive Severance Plan effective December 31, 2025 covering its CEO and CFO. The CEO participates as a Tier 1 executive and the CFO as Tier 2. If they are terminated without Cause or resign for Good Reason outside a change in control window, each may receive a lump sum equal to 2.0x base salary plus target bonus, company-subsidized health coverage for up to 24 months for the CEO or 18 months for the CFO, and vesting of outstanding equity awards (time-based fully, performance-based pro rata based on recent performance.
If a qualifying termination occurs during a 30‑month change in control Protection Period, severance increases to a lump sum of 2.99x base salary plus target bonus, a pro‑rata target bonus for the year of termination, extended health coverage (36 months for the CEO or 18 months for the CFO), and accelerated vesting of all equity awards with performance measured at the greater of target or actual at the change in control. Benefits require a signed release and adherence to restrictive covenants, and the new participation agreements replace prior employment, service and change in control agreements.
Diversified Energy Company (DEC) has completed a major acquisition of Canvas Energy Inc. On November 24, 2025, DEC became the ultimate parent of Diversified Energy Company PLC and finalized its purchase of all issued and outstanding Canvas common stock.
Former Canvas owners received approximately $495,000,000 in cash plus 3,720,125 shares of DEC common stock as consideration. These new shares were issued in a private transaction relying on an exemption from registration under Section 4(a)(2) of the Securities Act, meaning they were not sold in a public offering.
DEC plans to provide additional detail by filing Canvas’s historical financial statements and pro forma financial information related to the acquisition in later amendments, within the allowed 71-day period. This acquisition expands DEC’s asset base by fully integrating Canvas’s operations under DEC’s corporate structure.