Diversified Energy Company Plc SEC Filings

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 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.

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.

DEC has a large shareholder planning to sell 2,100,000 shares of common stock through Morgan Stanley & Co. LLC on or about 01/08/2026 on the NYSE. The planned sale has an aggregate market value of $27,888,000.00 based on recent prices and is being made under Rule 144, which governs resales of restricted and control securities. The filing notes that there were 77,935,467 shares of DEC common stock outstanding.

The seller originally acquired 14,330,718 DEC shares on 03/14/2025 in a merger transaction with the issuer, with “assets” listed as the form of payment. By signing the notice, the seller represents they are not aware of any undisclosed material adverse information about DEC’s current or future operations.

Diversified Energy Company Chief Operating Officer reported an equity award related to dividend equivalents. On 12/31/2025, the insider acquired 1,290 restricted stock units (RSUs) at an exercise price of $0. These RSUs were granted as dividend equivalent rights tied to the company’s dividend of $0.29 per share and convert into common stock on a one-for-one basis. The RSUs are scheduled to vest on March 31, 2028, conditioned on continued employment, and will then deliver an equal number of Diversified Energy common shares.

Diversified Energy Co's Chief Accounting Officer reported receiving additional restricted stock units (RSUs) effective 12/31/2025. These RSUs accrued as dividend equivalent rights tied to the company’s cash dividend of $0.29 per share, meaning the officer received extra RSUs instead of cash on existing awards. Three separate RSU entries were reported: 150, 381, and 315 units, each convertible into common stock on a one-for-one basis at an exercise price of $0. The RSUs are scheduled to vest on March 31, 2026, March 31, 2027, and March 31, 2028, respectively, subject to continued employment. Following these transactions, the officer holds derivative securities representing thousands of RSUs directly owned.