EIG Funds Cut Diversified Energy (DEC) Holding in Rule 144 Share Sale

Rhea-AI Filing Summary

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.

Insights

Equity ownership and governance analyst

EIG funds disclose a 2.1M-share secondary sale and updated ownership stakes in Diversified Energy.

The disclosure shows several EIG investment entities holding relatively small individual positions in Diversified Energy Company, each with sole voting and dispositive power. Reported stakes range from 0.05% up to 3.39%, calculated against 80,620,444 common shares outstanding from a November 2025 prospectus.

The key new event is an agreement by the reporting persons to sell 2,100,000 shares in an unregistered block trade under Rule 144 at $13.28 per share. This is a secondary transaction by existing holders rather than new capital raised by the company. The amendment also references an amended and restated relationship agreement dated November 13, 2025 among Diversified Energy entities and EIG Management Company, LLC, indicating a formal update to their ongoing relationship.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Diversified Energy Co

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

G2891G204

(CUSIP Number)

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)

01/09/2026

(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 No. G2891G204

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 327,012.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 327,012.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

327,012.00

12

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

13

Percent of class represented by amount in Row (11)

0.41 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percent of class is calculated based on 80,620,444 shares of common stock ("Common Stock") outstanding, as reported by the Issuer in its prospectus, filed with the Securities and Exchange Commission (the "SEC") as Exhibit 99.1 to its Form 6-K on November 20, 2025.

SCHEDULE 13D

CUSIP No. G2891G204

1

Name of reporting person

EIG Energy XV Blocker Agent (Redwood), Inc.

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 283,715.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 283,715.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

283,715.00

12

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

13

Percent of class represented by amount in Row (11)

0.35 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The percent of class is calculated based on 80,620,444 shares of Common Stock outstanding, as reported by the Issuer in its prospectus, filed with the SEC as Exhibit 99.1 to its Form 6-K on November 20, 2025.

SCHEDULE 13D

CUSIP No. G2891G204

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 1,012,758.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,012,758.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,012,758.00

12

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

13

Percent of class represented by amount in Row (11)

1.26 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percent of class is calculated based on 80,620,444 shares of Common Stock outstanding, as reported by the Issuer in its prospectus, filed with the SEC as Exhibit 99.1 to its Form 6-K on November 20, 2025.

SCHEDULE 13D

CUSIP No. G2891G204

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 742,468.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 742,468.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

742,468.00

12

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

13

Percent of class represented by amount in Row (11)

0.92 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percent of class is calculated based on 80,620,444 shares of Common Stock outstanding, as reported by the Issuer in its prospectus, filed with the SEC as Exhibit 99.1 to its Form 6-K on November 20, 2025.

SCHEDULE 13D

CUSIP No. G2891G204

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 506,760.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 506,760.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

506,760.00

12

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

13

Percent of class represented by amount in Row (11)

0.63 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percent of class is calculated based on 80,620,444 shares of Common Stock outstanding, as reported by the Issuer in its prospectus, filed with the SEC as Exhibit 99.1 to its Form 6-K on November 20, 2025.

SCHEDULE 13D

CUSIP No. G2891G204

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 2,732,662.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,732,662.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,732,662.00

12

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

13

Percent of class represented by amount in Row (11)

3.39 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percent of class is calculated based on 80,620,444 shares of Common Stock outstanding, as reported by the Issuer in its prospectus, filed with the SEC as Exhibit 99.1 to its Form 6-K on November 20, 2025.

SCHEDULE 13D

CUSIP No. G2891G204

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 43,947.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 43,947.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

43,947.00

12

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

13

Percent of class represented by amount in Row (11)

0.05 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percent of class is calculated based on 80,620,444 shares of Common Stock outstanding, as reported by the Issuer in its prospectus, filed with the SEC as Exhibit 99.1 to its Form 6-K on November 20, 2025.

SCHEDULE 13D

CUSIP No. G2891G204

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 1,248,819.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,248,819.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,248,819.00

12

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

13

Percent of class represented by amount in Row (11)

1.55 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percent of class is calculated based on 80,620,444 shares of Common Stock outstanding, as reported by the Issuer in its prospectus, filed with the SEC as Exhibit 99.1 to its Form 6-K on November 20, 2025.

SCHEDULE 13D

CUSIP No. G2891G204

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 603,444.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 603,444.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

603,444.00

12

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

13

Percent of class represented by amount in Row (11)

0.75 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percent of class is calculated based on 80,620,444 shares of Common Stock outstanding, as reported by the Issuer in its prospectus, filed with the SEC as Exhibit 99.1 to its Form 6-K on November 20, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.01 par value 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. 2 (this "Amendment") amends and supplements the statement on Schedule 13D originally filed with the SEC by the Reporting Persons on May 29, 2025 and Amendment No. 1 filed with the SEC on September 22, 2025 (collectively, 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 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)	On January 9, 2026, the Reporting Persons agreed to sell 2,100,000 shares of Common Stock of the Issuer in an unregistered block trade pursuant to Rule 144 under the Securities Act of 1933, as amended, at a price of $13.28 per share of Common Stock.
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: 10.3 Amended and Restated Relationship Agreement, between Diversified Energy Company, Diversified Energy Company PLC and EIG Management Company, LLC, dated November 13, 2025 which substituted Diversified Energy Company for Diversified Energy Company PLC under that certain Relationship Agreement, dated March 14, 2025.

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:	01/12/2026

Signature:	/s/ Kamyar Daneshvar
Name/Title:	Kamyar Daneshvar/Associate General Counsel
Date:	01/12/2026

EIG Energy XV Blocker Agent (Redwood), Inc.

Signature:	/s/ Kristin Kelly
Name/Title:	Kristin Kelly/Authorized Signatory
Date:	01/12/2026

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

Signature:	/s/ Kristin Kelly
Name/Title:	Kristin Kelly/Managing Director
Date:	01/12/2026

Signature:	/s/ Kamyar Daneshvar
Name/Title:	Kamyar Daneshvar/Associate General Counsel
Date:	01/12/2026

EIG Energy Fund XV, L.P.

Signature:	/s/ Kristin Kelly
Name/Title:	Kristin Kelly/Managing Director
Date:	01/12/2026

Signature:	/s/ Kamyar Daneshvar
Name/Title:	Kamyar Daneshvar/Associate General Counsel
Date:	01/12/2026

EIG Energy Fund XV-A, L.P.

Signature:	/s/ Kristin Kelly
Name/Title:	Kristin Kelly/Managing Director
Date:	01/12/2026

Signature:	/s/ Kamyar Daneshvar
Name/Title:	Kamyar Daneshvar/Associate General Counsel
Date:	01/12/2026

EIG Energy Fund XVI, L.P.

Signature:	/s/ Kristin Kelly
Name/Title:	Kristin Kelly/Managing Director
Date:	01/12/2026

Signature:	/s/ Kamyar Daneshvar
Name/Title:	Kamyar Daneshvar/Associate General Counsel
Date:	01/12/2026

EIG Energy Fund XVI-E, L.P.

Signature:	/s/ Kristin Kelly
Name/Title:	Kristin Kelly/Managing Director
Date:	01/12/2026

Signature:	/s/ Kamyar Daneshvar
Name/Title:	Kamyar Daneshvar/Associate General Counsel
Date:	01/12/2026

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

Signature:	/s/ Kristin Kelly
Name/Title:	Kristin Kelly/Managing Director
Date:	01/12/2026

Signature:	/s/ Kamyar Daneshvar
Name/Title:	Kamyar Daneshvar/Associate General Counsel
Date:	01/12/2026

EIG Energy Fund XV Blocker Series C (FourPoint) LLC

Signature:	/s/ Kristin Kelly
Name/Title:	Kristin Kelly/Managing Director
Date:	01/12/2026

Signature:	/s/ Kamyar Daneshvar
Name/Title:	Kamyar Daneshvar/Associate General Counsel
Date:	01/12/2026

FAQ

What did the EIG funds disclose about their Diversified Energy (DEC) stake?

The filing reports that multiple EIG-affiliated investment vehicles hold common stock of Diversified Energy Company, each with sole voting and dispositive power over their shares, with individual ownership positions disclosed for each entity.

How many Diversified Energy (DEC) shares are being sold and at what price?

The reporting persons agreed on January 9, 2026 to sell 2,100,000 shares of Diversified Energy common stock in an unregistered block trade pursuant to Rule 144 at a price of $13.28 per share.

What ownership percentages do the EIG entities report in Diversified Energy (DEC)?

Individual EIG entities report stakes including 0.41%, 0.35%, 1.26%, 0.92%, 0.63%, 3.39%, 0.05%, 1.55%, and 0.75% of Diversified Energy’s common stock, each calculated using 80,620,444 shares outstanding from the issuer’s November 2025 prospectus.

What share count for Diversified Energy (DEC) does the filing use to calculate percentages?

The ownership percentages are based on 80,620,444 shares of common stock outstanding, as reported by Diversified Energy in a prospectus filed as Exhibit 99.1 to its Form 6-K on November 20, 2025.

Which EIG entities are named as reporting persons in relation to Diversified Energy (DEC)?

Named reporting persons include entities such as 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.

What additional agreement related to Diversified Energy (DEC) is referenced in this amendment?

The filing adds as an exhibit an Amended and Restated Relationship Agreement between Diversified Energy Company, Diversified Energy Company PLC and EIG Management Company, LLC, dated November 13, 2025, which substituted Diversified Energy Company for Diversified Energy Company PLC under a prior relationship agreement dated March 14, 2025.