Diversified Energy (DEC) CAO gets stock awards and uses shares for tax

Rhea-AI Filing Summary

Diversified Energy Co Chief Accounting Officer Garrett Michael Walton reported several equity compensation transactions. On March 16, 2026, he received awards of restricted stock units (RSUs) covering 166, 422, and 349 shares of common stock, along with common stock awards of 4,465 shares at no cash cost.

He also settled 8,061 RSUs into 8,061 shares of common stock and had 4,082 shares withheld at $14.61 per share to satisfy tax liabilities tied to RSU and performance stock unit vesting. After these transactions, he directly held 8,444 shares of common stock.

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^*

Garrett Michael Walton

(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)
	Chief Accounting 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		8,061(1)	A	$0	8,061	D
Common stock, par value $0.01 per share	03/16/2026	03/16/2026	A		4,465(2)	A	$0	12,526	D
Common stock, par value $0.01 per share	03/16/2026	03/16/2026	F		4,082(3)	D	$14.61	8,444	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		166(5)		(6)	(6)	Common Stock	166	$0	8,061	D
Restricted Stock Units	$0(4)	03/16/2026	03/16/2026	A		422(5)		(7)	(7)	Common Stock	422	$0	20,447	D
Restricted Stock Units	$0(4)	03/16/2026	03/16/2026	A		349(5)		(8)	(8)	Common Stock	349	$0	16,908	D
Restricted Stock Units	$0(4)	03/16/2026	03/16/2026	M			8,061	(6)	(6)	Common Stock	8,061	$0	0	D

Explanation of Responses:

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

2. Represents the settlement of performance stock units ("PSUs") 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.

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 Chief Accounting Officer Garrett Michael Walton report on this Form 4?

He reported multiple equity compensation events, including new RSU grants, conversion of 8,061 RSUs into common shares, a 4,465-share common stock award, and tax-related share withholding, all dated March 16, 2026.

How many Diversified Energy (DEC) RSUs were converted into common stock?

Walton settled 8,061 restricted stock units into 8,061 shares of common stock. A footnote explains RSUs convert into common stock on a one-for-one basis, so each unit became one share in this settlement event.

What new equity awards did DEC grant to Garrett Michael Walton?

He received new RSU awards covering 166, 422, and 349 shares of common stock, plus a direct grant of 4,465 common shares. Some RSUs are scheduled to vest on January 1, 2027 and January 1, 2028, subject to continued employment.

Why were 4,082 DEC shares disposed of in this Form 4 filing?

The 4,082-share disposition was a tax-withholding event at $14.61 per share. Shares were withheld to satisfy Walton’s tax liability arising from the settlement of RSUs and performance stock units, not an open-market sale for investment purposes.

How many Diversified Energy (DEC) shares does Walton hold after these transactions?

Following the reported transactions, Walton directly held 8,444 shares of DEC common stock. This figure reflects the RSU settlement into shares, the additional common stock grant, and the tax withholding of 4,082 shares described in the filing.

How do dividends affect Garrett Michael Walton’s RSU holdings in DEC?

A footnote states some RSUs increased as dividend equivalent rights when DEC paid a $0.29-per-share dividend. Instead of cash, additional RSUs accrued, expanding Walton’s equity-based compensation position tied to the company’s dividend payments.