DEC CEO receives share awards and uses stock withholding for taxes

Rhea-AI Filing Summary

Diversified Energy Co Chief Executive Officer Robert R. Hutson Jr reported equity compensation and related tax withholding transactions. On March 16, 2026, he received 1,389 restricted stock units, which convert into common stock on a one-for-one basis and vest on January 1, 2028, subject to continued employment. He also acquired 80,740 shares of common stock at no cost upon settlement of performance stock units granted in 2023, while 34,192 shares were withheld at $14.61 per share to satisfy tax liabilities. Following these awards and withholding, he directly holds 1,322,689 shares of common stock and 67,300 restricted stock units, reflecting routine compensation and tax settlement rather than open-market trading.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hutson Robert R Jr

(Last) (First) (Middle)

C/O DIVERSIFIED ENERGY COMPANY

1600 CORPORATE DRIVE

(Street)

BIRMINGHAM ALABAMA 35242

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Diversified Energy Co [ DEC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $0.01 per share	03/16/2026	03/16/2026	A		80,740(1)	A	$0	1,356,881	D
Common stock, par value $0.01 per share	03/16/2026	03/16/2026	F		34,192(2)	D	$14.61	1,322,689	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0(3)	03/16/2026	03/16/2026	A		1,389(4)		(5)	(5)	Common Stock	1,389	$0	67,300	D

Explanation of Responses:

1. Represents the settlement of performance stock units ("PSUs") granted in 2023.

2. The transaction reported reflects the withholding of PSUs in satisfaction of the Reporting Person's tax liability.

3. Restricted stock units ("RSUs") convert into shares of the Issuer's common stock on a one-for-one basis.

4. Represents additional RSUs that accrued as dividend equivalent rights in connection with the Issuer's dividend payment of $0.29 per share.

5. These RSUs vest on January 1, 2028, subject to the Reporting Person's continued employment.

Remarks:

	/s/ Benjamin Sullivan, Attorney-in-Fact	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did DEC CEO Robert Hutson report in this Form 4 filing?

DEC’s CEO Robert Hutson reported routine equity compensation and tax withholding. He received common shares from performance stock units and additional restricted stock units, while a portion of shares was withheld at $14.61 per share to cover tax obligations associated with the awards.

How many DEC common shares did the CEO acquire in this Form 4?

The CEO acquired 80,740 DEC common shares at no cost through settlement of 2023 performance stock units. These shares represent equity compensation, not an open-market purchase, and were partially offset by shares withheld to satisfy related personal tax liabilities.

How many DEC shares were withheld for the CEO’s taxes?

A total of 34,192 DEC common shares were withheld at $14.61 per share to satisfy the CEO’s tax liability. This tax-withholding disposition is a non-market event commonly associated with equity award settlements rather than a discretionary sale in the open market.

What new restricted stock units did DEC’s CEO receive?

The CEO received 1,389 restricted stock units that convert one-for-one into DEC common stock. These RSUs include amounts accrued as dividend equivalents and are scheduled to vest on January 1, 2028, contingent on his continued employment with the company until that vesting date.

What are the CEO’s holdings after these DEC equity transactions?

After these transactions, the CEO directly holds 1,322,689 DEC common shares and 67,300 restricted stock units. This reflects both the new performance stock unit settlement and RSU grant, net of the shares withheld to cover tax liabilities on the equity awards reported in this filing.

Do these DEC Form 4 transactions involve open-market buying or selling?

These transactions reflect equity compensation and tax withholding, not open-market trades. Shares came from performance stock unit settlement and restricted stock unit grants, while a portion was withheld to pay taxes, so they do not indicate discretionary market buying or selling activity.