Diversified Energy Co SEC Filings

Diversified Energy Co director Kathryn Z. Klaber reported a grant of 207 additional restricted stock units (RSUs). These RSUs accrued automatically as dividend equivalent rights connected to the company’s cash dividend of $0.29 per share and convert into common stock on a one-for-one basis.

After this award, Klaber holds 14,378 shares of common stock, including 10,402 RSUs (with previously accrued dividend equivalents) that are scheduled to vest on January 5, 2027, subject to her continued service. This is a non-cash compensation-related acquisition rather than an open-market purchase.

Thomas Martin Keith reported acquisition or exercise transactions in this Form 4 filing.

Director Thomas Martin Keith received a grant of 207 shares of Diversified Energy common stock on account of additional restricted stock units that accrued as dividend equivalent rights tied to a $0.29 per share dividend. After this award, he directly holds 125,159 shares, including 10,402 RSUs that are scheduled to vest on January 5, 2027, subject to his continued service.

Diversified Energy Co director David Edward Johnson reported an automatic grant of 276 restricted stock units (RSUs). These RSUs accrued as dividend equivalent rights tied to a $0.29 per share dividend and convert into common stock on a one-for-one basis.

After this grant, Johnson holds a total of 39,144 shares of common stock, including RSUs. This total includes 13,868 RSUs that vest on January 5, 2027, subject to his continued service with the company.

Diversified Energy Co director Oliver Kirk R reported receiving an equity award. On June 1, 2026, he was granted 5,908 restricted stock units, which are a form of stock-based compensation rather than an open-market purchase. These RSUs vest on January 5, 2027, if he continues providing services to the company, and will then convert into the same number of common shares. Dividend equivalent rights will accrue as additional RSUs whenever dividends are paid on the company’s common stock. After this grant, his reported direct holdings from this award total 5,908 shares-equivalent.

Diversified Energy Co director Oliver Kirk R has filed an initial Form 3, which is a statement of beneficial ownership. The filing does not report any transactions, share holdings, or derivative positions, and shows no status as a ten percent owner.

Diversified Energy Company appointed Kirk Oliver to its Board of Directors, effective May 21, 2026, increasing the board size from five to six members. He will serve as an independent non-executive director and join the Audit and Risk Committee and the Sustainability and Safety Committee.

Oliver brings nearly 20 years of senior financial and energy industry experience, including CFO roles at Equitrans Midstream Corporation and UGI Corporation, along with earlier leadership positions at Allegheny Energy, TXU and Hunt Power and prior investment banking experience at Lehman Brothers. He will enter into the company’s standard indemnification agreement and receive non-employee director compensation consistent with other directors, including a pro-rated annual equity grant.

Diversified Energy Company reported that its indirect subsidiary DP Red River LLC issued $850 million of fixed-rate asset-backed securities in a private transaction. The deal includes $590 million of 6.016% Class A-1 Notes due 2046 and $260 million of 6.910% Class A-2 Notes due 2046, collectively called the ABS XII Notes.

Net proceeds were used to fully redeem existing ABS Maverick Notes and ABS VI Notes, pay related premiums, fees, interest and fund a liquidity reserve, with the remainder for general corporate purposes. The ABS XII Notes have an expected repayment date in May 2031 and a legal final maturity in May 2046, with monthly principal and interest payments.

The notes are secured by upstream producing assets in the Western Anadarko Basin and are governed by covenants covering reserve accounts, prepayment provisions, hedging requirements, and reporting. They feature accelerated amortization triggers tied to coverage, leverage, production metrics and other events of default, plus a coupon step-up if not repaid or refinanced by the anticipated repayment date.

Diversified Energy Company agreed to acquire certain oil and gas assets in Oklahoma from Camino Natural Resources for a total purchase price of $1.175 billion. The package includes producing wells, related infrastructure, and undeveloped acreage in the Anadarko Basin.

Funds and accounts advised by Carlyle will provide 60% of the purchase price for the developed assets through a new special purpose vehicle, with Carlyle owning 60% of the SPV and Diversified retaining 40% and operating the assets. Diversified expects to fund about $210 million via its revolving credit facility, with the remainder coming from an asset-backed securitization backed by the developed assets.

The deal is expected to close in the third quarter of 2026, subject to customary conditions. If closing fails after conditions are satisfied due to the purchaser’s material breach, Camino may receive a $58.75 million termination fee, to be shared pro rata by Carlyle and Diversified unless one party is solely responsible.

Diversified Energy Company held its 2026 Annual Meeting of Shareholders on May 6, 2026. Shareholders elected all five director nominees to serve until the 2027 Annual Meeting. They also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

On an advisory basis, shareholders approved the compensation of the company’s named executive officers and supported holding future advisory votes on executive compensation every year. The Board of Directors decided that say-on-pay votes will be held annually until the next required vote on frequency.