Diversified Energy (DEC) eyes $100M tap of 9.75% senior secured 2029 bonds

Rhea-AI Filing Summary

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.

Insights

Credit & capital structure analyst

Diversified Energy is exploring at least $100M more high-coupon secured debt via a tap of its 2029 bonds.

Diversified Energy Company states that its subsidiary may issue a minimum of $100 million of additional 9.75% senior secured bonds due 2029 in the Nordic bond market. These would be a tap of an existing series, which already totals $300 million, potentially taking that bond line to at least $400 million if completed. Senior secured status typically means the bonds are backed by specified collateral and rank ahead of unsecured creditors.

The company indicates that net proceeds would be used for general corporate purposes, leaving flexibility for uses such as refinancing, investment, or other corporate needs as determined by management. The contemplated issue would be placed privately, including in the United States only with investors reasonably believed to be qualified institutional buyers under Rule 144A, and would not be registered under the U.S. Securities Act. Actual impact on leverage, interest expense, and liquidity will depend on whether the contemplated offering proceeds and on final size and pricing.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 23, 2026

DIVERSIFIED ENERGY COMPANY

(Exact name of registrant as specified in its charter)

Delaware	001-41870	41-2283606
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1600 Corporate Drive Birmingham, Alabama		35242
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (205) 408-0909

(Former Name or Former Address, if Changed Since Last Report): Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, $0.01 par value per share	DEC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On January 23, 2026, Diversified Energy Company (the “Company”) issued a press release announcing that it intends to engage in discussions with potential investors relating to a potential tap-on offering by its wholly owned subsidiary, Diversified Gas & Oil Corporation, of a minimum of $100 million of  9.75% senior secured bonds due 2029 (the “Bonds”) in the Nordic bond market (the “Contemplated Bond Tap Issue”), subject to market conditions. The Company previously issued $300 million of the Bonds in April 2025.  The Company intends to use the net proceeds from the Contemplated Bond Tap Issue for general corporate purposes. A copy of the press release announcing the Contemplated Bond Tap Issue is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The Contemplated Bond Tap Issue, if offered, will be offered in the United States or its territories only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “U.S. Securities Act”). The Contemplated Bond Tap Issue, if offered, will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This report is neither an offer to sell nor a solicitation of an offer to buy the Bonds or any other securities.  This report does not constitute an offer or invitation to subscribe for or purchase any securities in any countries or other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.

Item 9.01 Financial Statements and Other Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated January 23, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Diversified Energy Company
Date: January 23, 2026		By:	/s/ Benjamin M. Sullivan
			Benjamin M. Sullivan
			Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary

FAQ

What financing did Diversified Energy Company (DEC) announce in this 8-K?

Diversified Energy Company reported that its subsidiary, Diversified Gas & Oil Corporation, intends to engage in discussions for a potential tap-on offering of at least $100 million of 9.75% senior secured bonds due 2029 in the Nordic bond market.

How large is the existing 9.75% senior secured bond issue before the new DEC tap?

The company states it previously issued $300 million of the 9.75% senior secured bonds due 2029 in April 2025.

What will Diversified Energy use the bond tap proceeds for?

Diversified Energy indicates that net proceeds from the contemplated bond tap would be used for general corporate purposes.

Where will the contemplated DEC bond tap be offered?

The contemplated bond tap is described as being in the Nordic bond market, with any U.S. offering limited to persons reasonably believed to be qualified institutional buyers under Rule 144A.

Will the contemplated Diversified Energy bonds be registered under the U.S. Securities Act?

The company states the contemplated bond tap, if offered, will not be registered under the U.S. Securities Act or state securities laws and cannot be offered or sold in the United States without registration or an applicable exemption.

Does this 8-K constitute an offer to sell Diversified Energy securities?

No. The company explicitly notes that this report is neither an offer to sell nor a solicitation of an offer to buy the bonds or any other securities.