Diversified Energy Co (DEC) reports 200,000 new RSUs and dividend RSUs

Rhea-AI Filing Summary

Diversified Energy Co reported equity awards for its Sr EVP and Chief Legal Officer on a Form 4. The executive received several restricted stock unit (RSU) grants and dividend-equivalent accruals that will convert into common stock on a one-for-one basis.

On December 31, 2025, additional RSUs of 577, 1,660 and 1,277 units accrued as dividend equivalent rights tied to a dividend of $0.29 per share. These RSUs are scheduled to vest on March 31, 2026, March 31, 2027 and March 31, 2028, respectively, if the executive remains employed. On January 5, 2026, the executive was granted 200,000 RSUs that vest in three equal annual installments on the first, second and third anniversaries of the grant date, also subject to continued employment, with future dividends generating additional RSUs.

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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr EVP, Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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

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(1)	12/31/2025		A		577(2)		(3)	(3)	Common Stock	577	$0	30,328	D
Restricted Stock Units	$0(1)	12/31/2025		A		1,660(2)		(4)	(4)	Common Stock	1,660	$0	87,210	D
Restricted Stock Units	$0(1)	12/31/2025		A		1,277(2)		(5)	(5)	Common Stock	1,277	$0	67,095	D
Restricted Stock Units	$0(1)	01/05/2026		A		200,000		(6)	(6)	Common Stock	200,000	$0	200,000	D

Explanation of Responses:

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

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

3. These RSUs vest on March 31, 2026, subject to the Reporting Person's continued employment.

4. These RSUs vest on March 31, 2027, subject to the Reporting Person's continued employment.

5. These RSUs vest on March 31, 2028, subject to the Reporting Person's continued employment.

6. On January 5, 2026, the Reporting Person was granted 200,000 RSUs. The RSUs vest in three equal installments on the first, second and third anniversaries of the grant date, subject to the Reporting Person's continued employment. Dividend equivalent rights accrue with respect to these RSUs as additional RSUs when dividends are paid on the Issuer's common stock.

	/s/ Benjamin Sullivan	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).
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FAQ

What insider transaction did Diversified Energy Co (DEC) disclose?

The company disclosed on a Form 4 that its Sr EVP and Chief Legal Officer received several awards of restricted stock units (RSUs), including new grants and RSUs accrued as dividend equivalents that will convert into common stock on a one-for-one basis.

How many new RSUs were granted to the Diversified Energy Co executive?

On January 5, 2026, the executive was granted 200,000 RSUs, which vest in three equal installments on the first, second and third anniversaries of the grant date, subject to continued employment.

What RSUs accrued from dividend equivalent rights at Diversified Energy Co (DEC)?

On December 31, 2025, additional RSUs of 577, 1,660 and 1,277 units accrued as dividend equivalent rights in connection with a dividend payment of $0.29 per share on the company’s common stock.

When do the dividend-equivalent RSUs for the DEC executive vest?

The RSUs that accrued as dividend equivalents vest on March 31, 2026, March 31, 2027 and March 31, 2028, respectively, provided the executive continues in employment with Diversified Energy Co.

How do the RSUs reported by Diversified Energy Co convert into shares?

Each reported restricted stock unit converts into one share of Diversified Energy Co’s common stock, according to the explanation that RSUs convert on a one-for-one basis.

Does the DEC Form 4 mention ongoing dividend equivalent rights on new RSUs?

Yes. For the 200,000 RSUs granted on January 5, 2026, the disclosure states that dividend equivalent rights will accrue as additional RSUs whenever dividends are paid on the company’s common stock.