EIG funds fully exit Diversified Energy Co (DEC) in 7.5M-share block sale

Rhea-AI Filing Summary

Diversified Energy Co’s large shareholder group EIG-affiliated funds has fully exited its position through a block trade. On March 11, 2026, these reporting persons sold 7,501,585 shares of common stock in a registered underwritten block trade at $14.311 per share to Citigroup Global Markets Inc.

Following the sale, each EIG reporting entity reports beneficial ownership of 0 shares, representing 0.00% of the common stock. As a result, they ceased to be beneficial owners of more than five percent of the company’s shares and are no longer subject to Rule 13d-1(a) reporting requirements.

Insights

Equity ownership and governance analyst

EIG-affiliated funds sold their entire Diversified Energy stake in a single block trade, ending large-holder status.

The filing shows several EIG-managed Delaware entities reduced their beneficial ownership in Diversified Energy Co to zero. They executed an underwritten block trade of 7,501,585 common shares at $14.311 per share with Citigroup Global Markets Inc. as underwriter.

This transaction removes a previously significant shareholder from the register, which can change the mix of the shareholder base and eliminate one source of potential future secondary sales. The filing also confirms that, as of March 11, 2026, these entities are no longer subject to Rule 13d-1(a) large-holder reporting for this stock.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Diversified Energy Co

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

EIG Asset Management, LLC
Krisy Lee, Chief Compliance Officer,, 600 New Hampshire Ave NW, Suite 1200
Washington, DC, 20037
202-600-3300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/11/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

EIG Redwood Co-Investment, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

EIG Energy XV Blocker Agent (Redwood), LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

EIG Holdings Carry Splitter (Redwood), L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

EIG Energy Fund XV, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

EIG Energy Fund XV-A, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

EIG Energy Fund XVI, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

EIG Energy Fund XVI-E, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

EIG Energy Fund XVI Holdings Splitter (FourPoint), L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

EIG Energy Fund XV Blocker Series C (FourPoint) LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: Diversified Energy Co
(c)	Address of Issuer's Principal Executive Offices: 1600 Corporate Drive, Birmingham, ALABAMA , 35242.
Item 1 Comment: This Amendment No. 3 (this "Amendment") amends and supplements the statement on Schedule 13D originally filed with the SEC by the Reporting Persons on May 29, 2025 (the "Original Schedule 13D") as amended by Amendment No. 1 filed on September 22, 2025 ("Amendment No. 1"), and Amendment No. 2 filed on January 12, 2026 ("Amendment No. 2", together with the Original Schedule 13D and Amendment No. 1, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: Underwriting Agreement On March 9, 2026, in connection with a registered block trade of Common Stock (the "Underwritten Block Trade"), the Issuer, the Reporting Persons, and Citigroup Global Markets Inc. (the "Underwriter") entered into an underwriting agreement (the "Underwriting Agreement") pursuant to which the Reporting Persons agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Reporting Persons, subject to and upon the terms and conditions set forth therein, 7,501,585 shares of Common Stock at a price of $14.311 per share. The Reporting Persons completed the Underwritten Block Trade on March 11, 2026. References to and descriptions of the Underwriting Agreement set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, which has been filed as an exhibit hereto and incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth in lines 11 and 13 of each of the cover pages hereto is incorporated by reference into this Item 5.
(b)	The information (i) set forth or incorporated by reference in Item 4 of this Amendment and (ii) set forth on lines 7 through 10 of each of the cover pages hereto is incorporated by reference into this Item 5.
(c)	In connection with the Underwritten Block Trade, the Reporting Persons sold 7,501,585 shares of Common Stock. The Reporting Persons have not otherwise effected any transactions in Common Stock within the prior 60 days.
(d)	Except as otherwise described in this Amendment, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Amendment.
(e)	As a result of the Underwritten Block Trade reported in this Amendment, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock as of March 11, 2026 and are no longer subject to the reporting requirements of Rule 13d-1(a) of the Exchange Act.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth or incorporated by reference in Item 4 of this Amendment is incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented by the addition at the end thereof: 5. Underwriting Agreement, dated March 9, 2026, by and among Diversified Energy Company, certain affiliates of EIG Global Energy Partners, listed on Schedule I thereto, and Citigroup Global Markets Inc., as Underwriter (incorporated by reference to Exhibit 1.1 to the Issuer's Current Report on Form 8-K filed with the SEC on March 12, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EIG Redwood Co-Investment, L.P.

Signature:	/s/ Kristin Kelly
Name/Title:	Kristin Kelly/Managing Director
Date:	03/13/2026

Signature:	/s/ Kamyar Daneshvar
Name/Title:	Kamyar Daneshvar/Associate General Counsel
Date:	03/13/2026

EIG Energy XV Blocker Agent (Redwood), LLC

Signature:	/s/ Kristin Kelly
Name/Title:	Kristin Kelly/Managing Director
Date:	03/13/2026

Signature:	/s/ Kamyar Daneshvar
Name/Title:	Kamyar Daneshvar/Associate General Counsel
Date:	03/13/2026

EIG Holdings Carry Splitter (Redwood), L.P.

Signature:	/s/ Kristin Kelly
Name/Title:	Kristin Kelly/Managing Director
Date:	03/13/2026

Signature:	/s/ Kamyar Daneshvar
Name/Title:	Kamyar Daneshvar/Associate General Counsel
Date:	03/13/2026

EIG Energy Fund XV, L.P.

Signature:	/s/ Kristin Kelly
Name/Title:	Kristin Kelly/Managing Director
Date:	03/13/2026

Signature:	/s/ Kamyar Daneshvar
Name/Title:	Kamyar Daneshvar/Associate General Counsel
Date:	03/13/2026

EIG Energy Fund XV-A, L.P.

Signature:	/s/ Kristin Kelly
Name/Title:	Kristin Kelly/Managing Director
Date:	03/13/2026

Signature:	/s/ Kamyar Daneshvar
Name/Title:	Kamyar Daneshvar/Associate General Counsel
Date:	03/13/2026

EIG Energy Fund XVI, L.P.

Signature:	/s/ Kristin Kelly
Name/Title:	Kristin Kelly/Managing Director
Date:	03/13/2026

Signature:	/s/ Kamyar Daneshvar
Name/Title:	Kamyar Daneshvar/Associate General Counsel
Date:	03/13/2026

EIG Energy Fund XVI-E, L.P.

Signature:	/s/ Kristin Kelly
Name/Title:	Kristin Kelly/Managing Director
Date:	03/13/2026

Signature:	/s/ Kamyar Daneshvar
Name/Title:	Kamyar Daneshvar/Associate General Counsel
Date:	03/13/2026

EIG Energy Fund XVI Holdings Splitter (FourPoint), L.P.

Signature:	/s/ Kristin Kelly
Name/Title:	Kristin Kelly/Managing Director
Date:	03/13/2026

Signature:	/s/ Kamyar Daneshvar
Name/Title:	Kamyar Daneshvar/Associate General Counsel
Date:	03/13/2026

EIG Energy Fund XV Blocker Series C (FourPoint) LLC

Signature:	/s/ Kristin Kelly
Name/Title:	Kristin Kelly/Managing Director
Date:	03/13/2026

Signature:	/s/ Kamyar Daneshvar
Name/Title:	Kamyar Daneshvar/Associate General Counsel
Date:	03/13/2026

FAQ

What did EIG affiliates do with their Diversified Energy Co (DEC) shares?

EIG-affiliated funds sold all their Diversified Energy Co common shares in a single block trade. They disposed of 7,501,585 shares through an underwritten transaction, fully reducing their reported beneficial ownership in the company’s stock to zero after the sale.

How many Diversified Energy Co (DEC) shares were sold in the EIG block trade and at what price?

The reporting persons sold 7,501,585 Diversified Energy Co common shares at $14.311 per share. This was executed as a registered underwritten block trade with Citigroup Global Markets Inc. acting as underwriter under a March 9, 2026 underwriting agreement.

When did EIG’s underwritten block trade in Diversified Energy Co (DEC) close?

The EIG-affiliated reporting persons completed the underwritten block trade on March 11, 2026. The related underwriting agreement was signed on March 9, 2026, and the closing of the sale on March 11, 2026, eliminated their reported holdings.

What is EIG’s current beneficial ownership percentage in Diversified Energy Co (DEC)?

Each EIG reporting entity now reports beneficial ownership of 0 shares, or 0.00% of the class. The Schedule 13D/A cover pages show aggregate beneficial ownership of 0.00, reflecting their complete exit from the company’s common stock.

Why are EIG-affiliated entities no longer Schedule 13D filers for Diversified Energy Co (DEC)?

They ceased to own more than five percent of Diversified Energy Co’s common stock after the block trade. The filing states that, as of March 11, 2026, they no longer meet Rule 13d-1(a) thresholds and are no longer subject to those reporting requirements.

Who underwrote the EIG block trade in Diversified Energy Co (DEC) shares?

Citigroup Global Markets Inc. served as the underwriter for the EIG block trade. Under a March 9, 2026 underwriting agreement, Citigroup agreed to purchase 7,501,585 Diversified Energy Co common shares from the EIG reporting persons for resale.