Diversified Energy Co (DEC) director reports 10,187 RSU grant and 9.6M indirect shares

Rhea-AI Filing Summary

Diversified Energy Co director reports new stock-based award. A board member of Diversified Energy Co reported receiving 10,187 restricted stock units (RSUs) of common stock on January 5, 2026, at a price of $0 as a grant. These RSUs will vest on January 5, 2027, if the director continues to provide services to the company, and each vested RSU will convert into one share of Diversified Energy common stock. Dividend equivalent rights will accrue on these RSUs in the form of additional RSUs when dividends are paid. After this grant, the director directly holds 10,187 shares and has indirect beneficial ownership over 9,601,585 shares held through various EIG-managed investment funds, while disclaiming beneficial ownership beyond his pecuniary interest.

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)
01/05/2026

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 per share	01/05/2026		A		10,187(1)	A	$0	10,187	D
Common stock, par value $0.01 per share								9,601,585	I	See footnote(2)

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. On January 5, 2026, the Reporting Person was granted 10,187 restricted stock units ("RSUs"). The RSUs vest on January 5, 2027, subject to the Reporting Person's continued services. Dividend equivalent rights accrue with respect to these RSUs as additional RSUs when dividends are paid on the Issuer's common stock. RSUs convert into shares of the Issuer's common stock on a one-for-one basis.

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	01/07/2026
	** 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.

FAQ

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

The filing shows that a Diversified Energy Co director received a grant of 10,187 restricted stock units (RSUs) of common stock on January 5, 2026, and reports his direct and indirect share holdings following this grant.

How many Diversified Energy Co (DEC) RSUs were granted and when do they vest?

The director was granted 10,187 RSUs on January 5, 2026. These RSUs vest on January 5, 2027, subject to his continued service to the company.

What are the terms of the restricted stock units reported for DEC?

The 10,187 RSUs convert into shares of Diversified Energy common stock on a one-for-one basis after vesting. Dividend equivalent rights accrue on these RSUs as additional RSUs when dividends are paid on the company’s common stock.

What is the director’s direct and indirect ownership in Diversified Energy Co after the transaction?

Following the reported transaction, the director directly owns 10,187 shares of Diversified Energy common stock and has indirect beneficial ownership of 9,601,585 shares held through several EIG-managed investment funds, while disclaiming beneficial ownership beyond his pecuniary interest.

Who holds the indirectly owned Diversified Energy Co (DEC) shares referenced in the filing?

The 9,601,585 indirectly owned shares are held by multiple EIG-related entities, including funds such as EIG Energy Fund XV and EIG Energy Fund XVI and related co-investment and blocker vehicles. The director has voting and dispositive power through his role on the investment committees of the funds’ general partners.

Was this Diversified Energy Co (DEC) transaction made under a Rule 10b5-1 plan?

The form includes a checkbox for indicating whether a transaction is pursuant to a Rule 10b5-1(c) trading plan, but the excerpt does not show that this box was checked for the reported RSU grant.