Diversified Energy Co (DEC) director exits board, forfeits 10,187 RSUs

Rhea-AI Filing Summary

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wade Randall S.

(Last) (First) (Middle)

C/O DIVERSIFIED ENERGY COMPANY

1600 CORPORATE DRIVE

(Street)

BIRMINGHAM AL 35242

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Diversified Energy Co [ DEC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01	01/23/2026		D		10,187(1)	D	$0	0	D
Common Stock, par value $0.01								7,501,585	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On January 23, 2026, the Reporting Person resigned from the Board of Directors of the Issuer. In connection with such resignation, all 10,187 outstanding restricted stock units of the Reporting Person were forfeited in accordance with their terms.

2. Reflects shares held by 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 (the "Funds"). In this regard, the Reporting Person's role on the investment committees of the general partners of the Funds gives him voting and dispositive power over the reported securities but the Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

	/s/ Benjamin Sullivan, Attorney-in-Fact	01/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did Diversified Energy Co (DEC) report on January 23, 2026?

The filing reports that director Wade Randall S. forfeited 10,187 restricted stock units of Diversified Energy common stock on January 23, 2026 in connection with his resignation from the Board.

Did the Diversified Energy Co (DEC) director sell shares in this Form 4 filing?

No shares were sold. The Form 4 shows that 10,187 restricted stock units were forfeited at $0 when the director resigned from the Board, reducing his direct holdings to zero.

How many Diversified Energy Co (DEC) shares are reported as indirectly held?

The filing reports 7,501,585 shares of Diversified Energy common stock as indirectly held through a group of EIG investment funds, over which the reporting person has voting and dispositive power.

Who actually holds the indirect Diversified Energy Co (DEC) shares mentioned in the Form 4?

The 7,501,585 shares are held by various EIG-managed entities, including EIG Redwood Co-Investment, L.P. and several EIG Energy Fund vehicles. The reporting person’s involvement is through his role on their investment committees.

Does the Diversified Energy Co (DEC) director claim full beneficial ownership of the fund-held shares?

No. The filing states that the reporting person disclaims beneficial ownership of the fund-held shares except to the extent of his pecuniary (economic) interest in them.

What board change at Diversified Energy Co (DEC) is disclosed in this Form 4?

The Form 4 discloses that the reporting person resigned from the Board of Directors of Diversified Energy on January 23, 2026, which triggered the forfeiture of his outstanding restricted stock units.