Diversified Energy Company Plc SEC Filings

Diversified Energy Company reported record fourth-quarter and full-year 2025 results, with performance exceeding prior guidance. For 2025, the company generated total revenue of $1,829 million, up from $757 million in 2024, and net income of $342 million versus a loss of $(103) million a year earlier.

Full-year Adjusted EBITDA rose to $956 million from $470 million, while Adjusted Free Cash Flow reached $440 million. Average 2025 production was 1,086 MMcfe/d, reflecting contributions from roughly $2 billion of acquisitions. The leverage ratio improved to 2.3x, aided by retiring $277 million of ABS principal.

The company returned over $185 million to shareholders through dividends and buybacks, including repurchasing about 7.3 million shares (~10% of outstanding shares). New 2026 guidance targets Adjusted EBITDA of $925–$975 million, Adjusted Free Cash Flow of about $430 million, and total production of 1,170–1,210 MMcfe/d.

Diversified Energy Company reported record fourth-quarter and full-year 2025 results, with performance exceeding prior guidance. For 2025, the company generated total revenue of $1,829 million, up from $757 million in 2024, and net income of $342 million versus a loss of $(103) million a year earlier.

Full-year Adjusted EBITDA rose to $956 million from $470 million, while Adjusted Free Cash Flow reached $440 million. Average 2025 production was 1,086 MMcfe/d, reflecting contributions from roughly $2 billion of acquisitions. The leverage ratio improved to 2.3x, aided by retiring $277 million of ABS principal.

The company returned over $185 million to shareholders through dividends and buybacks, including repurchasing about 7.3 million shares (~10% of outstanding shares). New 2026 guidance targets Adjusted EBITDA of $925–$975 million, Adjusted Free Cash Flow of about $430 million, and total production of 1,170–1,210 MMcfe/d.

Diversified Energy Company reports a transformational year driven by major U.S. expansion and balance-sheet actions. Average daily production reached 1,086 MMcfe per day for 2025, up 37% from 791 MMcfe per day in 2024, supported by acquisitions and development drilling.

As of December 31, 2025, estimated proved reserves rose 68% to 6,082,483 MMcfe with a Standardized Measure of $4.2 billion and total PV-10 of $5.18 billion. The mix is gas‑heavy, with natural gas at about 73% of total proved reserves.

DEC completed the Maverick acquisition for net consideration of $666 million and the Canvas Energy acquisition for about $533 million, using a blend of common stock, cash and assumed ABS notes. It also issued $530 million ABS X notes, $400 million ABS XI notes, $300 million Nordic bonds and raised $123 million from a 8.5 million‑share equity offering at $14.50.

The company strengthened its U.S. presence through a redomestication to Delaware and maintains listings on the New York Stock Exchange and London Stock Exchange. It also launched a $70 million West Virginia well‑plugging fund and reported 1,987 employees across 23 states, emphasizing asset retirement, safety and human capital investment.

Diversified Energy Company reports a transformational year driven by major U.S. expansion and balance-sheet actions. Average daily production reached 1,086 MMcfe per day for 2025, up 37% from 791 MMcfe per day in 2024, supported by acquisitions and development drilling.

As of December 31, 2025, estimated proved reserves rose 68% to 6,082,483 MMcfe with a Standardized Measure of $4.2 billion and total PV-10 of $5.18 billion. The mix is gas‑heavy, with natural gas at about 73% of total proved reserves.

DEC completed the Maverick acquisition for net consideration of $666 million and the Canvas Energy acquisition for about $533 million, using a blend of common stock, cash and assumed ABS notes. It also issued $530 million ABS X notes, $400 million ABS XI notes, $300 million Nordic bonds and raised $123 million from a 8.5 million‑share equity offering at $14.50.

The company strengthened its U.S. presence through a redomestication to Delaware and maintains listings on the New York Stock Exchange and London Stock Exchange. It also launched a $70 million West Virginia well‑plugging fund and reported 1,987 employees across 23 states, emphasizing asset retirement, safety and human capital investment.

Diversified Energy Company reports a transformational year driven by major U.S. expansion and balance-sheet actions. Average daily production reached 1,086 MMcfe per day for 2025, up 37% from 791 MMcfe per day in 2024, supported by acquisitions and development drilling.

As of December 31, 2025, estimated proved reserves rose 68% to 6,082,483 MMcfe with a Standardized Measure of $4.2 billion and total PV-10 of $5.18 billion. The mix is gas‑heavy, with natural gas at about 73% of total proved reserves.

DEC completed the Maverick acquisition for net consideration of $666 million and the Canvas Energy acquisition for about $533 million, using a blend of common stock, cash and assumed ABS notes. It also issued $530 million ABS X notes, $400 million ABS XI notes, $300 million Nordic bonds and raised $123 million from a 8.5 million‑share equity offering at $14.50.

The company strengthened its U.S. presence through a redomestication to Delaware and maintains listings on the New York Stock Exchange and London Stock Exchange. It also launched a $70 million West Virginia well‑plugging fund and reported 1,987 employees across 23 states, emphasizing asset retirement, safety and human capital investment.

Diversified Energy Company has completed a tap-on offering of $200 million principal amount of 9.75% senior secured bonds due 2029 in the Nordic bond market through its wholly owned subsidiary Diversified Gas & Oil Corporation. This increases the total amount of these bonds to $500 million.

The bonds are guaranteed by Diversified Energy and secured by its U.S. bank accounts, equity in DGOC and its operating subsidiaries, and certain intercompany loan interests. They mature on April 9, 2029, with interest payable semi-annually on April 9 and October 9.

Covenants require a leverage ratio not above 3.5:1, asset coverage of at least 1.20:1, minimum book equity of $500 million, and liquidity of at least 25% of outstanding bonds. Bondholders gain a 101% cash put right upon specified change of control or delisting events, and benefit from customary events of default and make-whole or premium-based early redemption provisions.

Diversified Energy Company filed an amended current report to add detailed financial statements for its recently acquired subsidiary, Canvas Energy Inc., and related unaudited pro forma results. These exhibits show Canvas as an Oklahoma-focused oil and gas producer using the full cost method of accounting.

Canvas reported 2024 net commodity sales of $279.7 million and net income of $88.5 million, down from $154.7 million in 2023. Operating cash flow was $180.5 million in 2024, while capital spending on oil and gas properties reached $178.9 million. At year-end 2024, Canvas had total assets of $682.9 million, including $586.0 million of oil and natural gas properties, and long-term debt (before issuance costs) of $151.3 million, primarily under a revolving credit facility with a $150.0 million balance.

The filing also highlights Canvas’s significant dividend payments of $126.4 million in 2024, continued use of commodity derivatives, and a deferred tax liability of $43.3 million driven mainly by oil and gas property basis differences. An unqualified audit opinion from Grant Thornton LLP accompanies the Canvas financials.

Diversified Energy Company reported that investors have agreed to purchase $200 million aggregate principal amount of 9.75% senior secured bonds due 2029 in a tap-on offering by its wholly owned subsidiary, Diversified Gas & Oil Corporation, in the Nordic bond market.

The Company previously issued $300 million of these bonds in April 2025, so the total principal amount outstanding will rise to $500 million after closing. Diversified Energy intends to use the net proceeds for general corporate purposes. The bonds are being offered only to qualified institutional buyers in the United States under Rule 144A and will not be registered under the U.S. Securities Act.

Diversified Energy Co director Wade Randall S. reported the forfeiture of 10,187 shares of common stock on January 23, 2026. These shares were restricted stock units that were automatically forfeited at a price of $0 when he resigned from the company’s Board of Directors on that date.

Following the forfeiture, the reporting person holds no Diversified Energy common stock directly. The filing also lists 7,501,585 shares of common stock held indirectly through a group of EIG-sponsored investment funds. He has voting and dispositive power over those fund-held shares through his role on their investment committees but expressly disclaims beneficial ownership beyond his economic interest.

Diversified Energy Co director Wade Randall S. reported the forfeiture of 10,187 shares of common stock on January 23, 2026. These shares were restricted stock units that were automatically forfeited at a price of $0 when he resigned from the company’s Board of Directors on that date.

Following the forfeiture, the reporting person holds no Diversified Energy common stock directly. The filing also lists 7,501,585 shares of common stock held indirectly through a group of EIG-sponsored investment funds. He has voting and dispositive power over those fund-held shares through his role on their investment committees but expressly disclaims beneficial ownership beyond his economic interest.

Diversified Energy Company reported that director Randall Wade resigned from its Board of Directors and from the Board’s Sustainability and Safety Committee, effective January 23, 2026. Mr. Wade had been appointed under EIG Management Company, LLC’s nomination rights in a relationship agreement among the parties. His resignation occurred because EIG and its affiliates’ ownership in the company fell below the required threshold to nominate a director, and the company states it was not due to any disagreement over operations, policies, or practices. The company issued a press release on January 23, 2026, attached as Exhibit 99.1.

Diversified Energy Company reported that director Randall Wade resigned from its Board of Directors and from the Board’s Sustainability and Safety Committee, effective January 23, 2026. Mr. Wade had been appointed under EIG Management Company, LLC’s nomination rights in a relationship agreement among the parties. His resignation occurred because EIG and its affiliates’ ownership in the company fell below the required threshold to nominate a director, and the company states it was not due to any disagreement over operations, policies, or practices. The company issued a press release on January 23, 2026, attached as Exhibit 99.1.

Diversified Energy Company announced that its wholly owned subsidiary, Diversified Gas & Oil Corporation, plans to discuss a potential tap-on offering of at least $100 million of its existing 9.75% senior secured bonds due 2029 in the Nordic bond market. The company previously issued $300 million of these bonds in April 2025, so this transaction would increase that bond series if completed. Diversified Energy intends to use any net proceeds from this contemplated bond tap for general corporate purposes. The potential bonds would be offered in the United States only to qualified institutional buyers under Rule 144A and would not be registered under the U.S. Securities Act.

Diversified Energy Company announced that its wholly owned subsidiary, Diversified Gas & Oil Corporation, plans to discuss a potential tap-on offering of at least $100 million of its existing 9.75% senior secured bonds due 2029 in the Nordic bond market. The company previously issued $300 million of these bonds in April 2025, so this transaction would increase that bond series if completed. Diversified Energy intends to use any net proceeds from this contemplated bond tap for general corporate purposes. The potential bonds would be offered in the United States only to qualified institutional buyers under Rule 144A and would not be registered under the U.S. Securities Act.

EIG-affiliated investment funds updated their ownership disclosure in Diversified Energy Company after agreeing to sell 2,100,000 shares of common stock in an unregistered Rule 144 block trade at $13.28 per share. The amendment lists several EIG vehicles, each with sole voting and dispositive power over their holdings, with reported stakes ranging from 0.05% to 3.39% of the company’s common stock. These percentages are based on 80,620,444 shares outstanding, as cited from the issuer’s November 2025 prospectus. The filing also notes an amended and restated relationship agreement among Diversified Energy Company, Diversified Energy Company PLC and EIG Management Company, LLC dated November 13, 2025.

Diversified Energy Co director-linked funds sold a large block of company stock. On January 9, 2026, investment funds associated with director Wade Randall S. sold 2,100,000 shares of Diversified Energy common stock in a Rule 144 block trade at $13.28 per share, according to a Form 4 filing.

After this sale, the funds reported holding 7,501,585 shares indirectly. Separately, Wade Randall S. was reported as directly holding 10,187 shares. The filing states that multiple EIG-branded investment vehicles (the “Funds”) hold the shares and that Randall has voting and dispositive power through his role on their investment committees, while he disclaims beneficial ownership except for his economic interest.