DEC (DEC) CFO logs RSU awards, exercises units and settles taxes in shares

Rhea-AI Filing Summary

Diversified Energy Co President and CFO Bradley G. Gray reported a series of equity compensation transactions on common stock and restricted stock units. He received several grants of restricted stock units (RSUs) and performance stock units, including awards that convert into common shares on a one-for-one basis.

Gray exercised 36,840 RSUs, which settled into 36,840 shares of common stock. To cover tax obligations on vested RSUs and PSUs, 21,592 common shares were withheld at a price of $14.61 per share rather than sold in the open market. After these transactions, he directly holds 227,790 shares of common stock.

Footnotes state that some RSUs accrued as dividend equivalents tied to a $0.29 per share dividend and that various RSU awards vest between 2027 and 2029, contingent on his continued employment, underscoring their role as long-term incentive compensation.

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^*

Gray Bradley G

(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)
	President and CFO

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		36,840(1)	A	$0	228,971	D
Common stock, par value $0.01 per share	03/16/2026	03/16/2026	A		20,411(2)	A	$0	249,382	D
Common stock, par value $0.01 per share	03/16/2026	03/16/2026	F		21,592(3)	D	$14.61	227,790	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		2,247(5)		(6)	(6)	Common Stock	2,247	$0	108,835	D
Restricted Stock Units	$0(4)	03/16/2026	03/16/2026	A		1,721(5)		(7)	(7)	Common Stock	1,721	$0	83,377	D
Restricted Stock Units	$0(4)	03/16/2026	03/16/2026	A		4,215(5)		(8)	(8)	Common Stock	4,215	$0	204,215	D
Restricted Stock Units	$0(4)	03/16/2026	03/16/2026	A		761(5)		(9)	(9)	Common Stock	761	$0	36,840	D
Restricted Stock Units	$0(4)	03/16/2026	03/16/2026	M			36,840	(9)	(9)	Common Stock	36,840	$0	0	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 vest on January 1, 2027, subject to the Reporting Person's continued employment.

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

8. 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.

9. These RSUs vested on January 1, 2026.

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 President and CFO Bradley G. Gray report on this Form 4?

Bradley G. Gray reported multiple equity compensation transactions, including new restricted stock unit grants, settlement of existing RSUs into common stock, and share withholding to satisfy tax liabilities. These transactions are compensation-related rather than open-market buying or selling of Diversified Energy Co shares.

How many Diversified Energy Co shares does Bradley G. Gray hold after these transactions?

Following the reported transactions, Bradley G. Gray directly holds 227,790 shares of Diversified Energy Co common stock. This figure reflects RSUs that were settled into shares, offset by shares withheld to cover tax obligations on vested RSUs and performance stock units.

Were any of Bradley G. Gray’s Diversified Energy Co transactions open-market sales or purchases?

No open-market sales or purchases were reported. The Form 4 shows grants of restricted stock units, exercises of RSUs into common stock, and a Form F transaction where 21,592 shares were withheld at $14.61 per share solely to satisfy tax liabilities on vested awards.

What RSU vesting schedule is disclosed for Bradley G. Gray at Diversified Energy Co (DEC)?

Footnotes state that certain RSUs vest on January 1, 2027 and January 1, 2028, subject to continued employment. Another grant of 200,000 RSUs awarded on January 5, 2026 vests in three equal installments on January 5, 2027, 2028, and 2029, also tied to continued employment.

How were dividend equivalents reflected in Bradley G. Gray’s RSUs at DEC?

Some of Bradley G. Gray’s RSUs increased through dividend equivalent rights. A footnote explains that additional RSUs accrued in connection with Diversified Energy Co’s dividend payment of $0.29 per share, effectively reinvesting dividends as extra RSUs rather than cash.

What does the tax withholding transaction on DEC shares represent for Bradley G. Gray?

The F-coded transaction represents 21,592 DEC shares withheld at $14.61 per share to cover Gray’s tax liability on vested RSUs and PSUs. This is an administrative tax-settlement mechanism, not an open-market sale, and is common in equity compensation plans.