SCHEDULE 13D/A: General Statement of Acquisition of Beneficial Ownership
Published on January 12, 2026
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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: |
| ||||||||
| 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: |
| ||||||||
| 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: |
| ||||||||
| 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: |
| ||||||||
| 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: |
| ||||||||
| 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: |
| ||||||||
| 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: |
| ||||||||
| 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: |
| ||||||||
| 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: |
| ||||||||
| 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.
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