Diversified Energy Co (DEC) director-linked funds report 2.1M share sale

Rhea-AI Filing Summary

Diversified Energy Co director-linked funds sold a large block of company stock. On January 9, 2026, investment funds associated with director Wade Randall S. sold 2,100,000 shares of Diversified Energy common stock in a Rule 144 block trade at $13.28 per share, according to a Form 4 filing.

After this sale, the funds reported holding 7,501,585 shares indirectly. Separately, Wade Randall S. was reported as directly holding 10,187 shares. The filing states that multiple EIG-branded investment vehicles

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

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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^*

Wade Randall S.

(Last) (First) (Middle)

C/O DIVERSIFIED ENERGY COMPANY

1600 CORPORATE DRIVE

(Street)

BIRMINGHAM AL 35242

(City) (State) (Zip)

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2026

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

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

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

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	01/09/2026		S		2,100,000(1)	D	$13.28	7,501,585	I	See footnote(2)
Common Stock, par value $0.01								10,187	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

Explanation of Responses:

1. Represents shares of Common Stock sold in a block trade pursuant to Rule 144 under the Securities Act of 1933, as amended.

2. Reflects shares held by EIG Redwood Co-Investment, L.P., EIG Energy XV Blocker Agent (Redwood), Inc., EIG Holdings Carry Splitter (Redwood), L.P., EIG Energy Fund XV, L.P., EIG Energy Fund XV-A, L.P., EIG Energy Fund XVI, L.P., EIG Energy Fund XVI-E, L.P., EIG Energy Fund XVI Holdings Splitter (FourPoint), L.P. and EIG Energy Fund XV Blocker Series C (FourPoint) LLC (the "Funds"). In this regard, the Reporting Person's role on the investment committees of the general partners of the Funds gives him voting and dispositive power over the reported securities but the Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

	/s/ Benjamin Sullivan, Attorney-in-Fact	01/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Diversified Energy Co (DEC) disclose in this Form 4?

The filing reports that investment funds associated with director Wade Randall S. sold 2,100,000 shares of Diversified Energy common stock in a block trade on January 9, 2026 under Rule 144.

At what price were the Diversified Energy Co (DEC) shares sold in the reported trade?

The 2,100,000 shares of Diversified Energy common stock were sold at a price of $13.28 per share in the reported block trade.

Who is reported as having authority over the sold Diversified Energy Co (DEC) shares?

The filing states the shares are held by several EIG-branded investment funds. Because of his role on the investment committees of the funds’ general partners, Wade Randall S. has voting and dispositive power over the reported securities, but he disclaims beneficial ownership except to the extent of his pecuniary interest.

How many Diversified Energy Co (DEC) shares do the related funds hold after the sale?

Following the reported transaction, the related funds are shown as indirectly holding 7,501,585 shares of Diversified Energy common stock.

How many Diversified Energy Co (DEC) shares does Wade Randall S. directly own after the transaction?

Separate from the fund holdings, 10,187 shares of Diversified Energy common stock are reported as held directly by Wade Randall S. after the transaction.

What is Rule 144 and how does it relate to this Diversified Energy Co (DEC) trade?

The filing notes that the 2,100,000-share sale was executed as a block trade pursuant to Rule 144 under the Securities Act of 1933, which governs resales of certain restricted or control securities.