Diversified Energy (DEC) CLO reports RSU vesting, tax withholding and 200,000-unit grant

Rhea-AI Filing Summary

Diversified Energy Co senior executive Benjamin Sullivan reported several equity compensation events. On March 16, 2026, he received multiple grants of restricted stock units (RSUs) and performance stock units (PSUs), including awards that vest between January 1, 2027 and January 1, 2028 subject to continued employment.

Previously granted RSUs and PSUs vested and were settled into 30,967 shares of common stock on a one-for-one basis. In connection with these settlements, 21,605 shares were withheld at $14.61 per share to satisfy tax liabilities, a non-market transaction. After these transactions, Sullivan directly owns 89,837 common shares and also holds a separate grant of 200,000 RSUs awarded on January 5, 2026, vesting in three equal installments from 2027 to 2029.

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^*

SULLIVAN BENJAMIN

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr EVP, Chief Legal 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	M		30,967(1)	A	$0	94,286	D
Common stock, par value $0.01 per share	03/16/2026	03/16/2026	A		17,156(2)	A	$0	111,442	D
Common stock, par value $0.01 per share	03/16/2026	03/16/2026	F		21,605(3)	D	$14.61	89,837	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(4)	03/16/2026	03/16/2026	A		639(5)		(6)	(6)	Common Stock	639	$0	30,967	D
Restricted Stock Units	$0(4)	03/16/2026	03/16/2026	A		1,838(5)		(7)	(7)	Common Stock	1,838	$0	89,048	D
Restricted Stock Units	$0(4)	03/16/2026	03/16/2026	A		1,414(5)		(8)	(8)	Common Stock	1,414	$0	68,509	D
Restricted Stock Units	$0(4)	03/16/2026	03/16/2026	M			30,967	(6)	(6)	Common Stock	30,967	$0	0	D
Restricted Stock Units	$0(4)	03/16/2026	03/16/2026	A		4,215(5)		(9)	(9)	Common Stock	4,215	$0	204,215	D

Explanation of Responses:

1. Represents the settlement of restricted stock units ("RSUs").

2. Represents the settlement of performance stock units ("PSU"s) granted in 2023.

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

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

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

6. These RSUs vested on January 1, 2026.

7. These RSUs vest on January 1, 2027, subject to the Reporting Person's continued employment.

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

9. On January 5, 2026, the Reporting Person was granted 200,000 RSUs. The RSUs vest in three equal installments on each of January 5, 2027, 2028 and 2029, subject to the Reporting Person's continued employment.

Remarks:

	/s/ Benjamin Sullivan	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 Diversified Energy Co (DEC) executive Benjamin Sullivan report in this Form 4?

Benjamin Sullivan reported equity compensation activity, including RSU and PSU vesting, new RSU grants, and related tax withholding. These transactions are compensation-related, not open-market trades, and reflect ongoing long-term incentive awards tied to his continued employment with Diversified Energy Co.

How many Diversified Energy Co shares did Benjamin Sullivan receive from vested units?

Vested restricted and performance units settled into 30,967 shares of Diversified Energy Co common stock. These shares came from previously granted RSUs and PSUs that converted to stock on a one-for-one basis as they vested, rather than from any market purchase.

How many Diversified Energy Co shares were withheld to cover Benjamin Sullivan’s taxes?

A total of 21,605 shares of Diversified Energy Co common stock were withheld at $14.61 per share. This withholding satisfied Benjamin Sullivan’s tax obligations on the vesting and settlement of his RSUs and PSUs and was not an open-market sale.

What is Benjamin Sullivan’s direct common stock ownership in Diversified Energy Co after these transactions?

Following the reported equity compensation transactions, Benjamin Sullivan directly owns 89,837 shares of Diversified Energy Co common stock. This figure reflects his position after RSU and PSU settlements and the associated tax-withholding share transfers to the company.

What new RSU award did Benjamin Sullivan receive from Diversified Energy Co in 2026?

On January 5, 2026, Benjamin Sullivan was granted 200,000 restricted stock units. These RSUs vest in three equal installments on January 5, 2027, January 5, 2028, and January 5, 2029, conditioned on his continued employment with Diversified Energy Co.

Are Benjamin Sullivan’s reported Diversified Energy Co transactions open-market buys or sells?

The reported transactions are not open-market buys or sells. They consist of RSU and PSU grants, vesting and settlement into common shares, and automatic share withholding at vesting to cover tax liabilities, which is a standard, non-discretionary compensation mechanism.