4: Statement of changes in beneficial ownership of securities
Published on March 18, 2026
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Diversified Energy Co [ DEC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/16/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Common stock, par value $0.01 per share | 03/16/2026 | 03/16/2026 | M | 30,967(1) | A | $0 | 94,286 | D | ||
| Common stock, par value $0.01 per share | 03/16/2026 | 03/16/2026 | A | 17,156(2) | A | $0 | 111,442 | D | ||
| Common stock, par value $0.01 per share | 03/16/2026 | 03/16/2026 | F | 21,605(3) | D | $14.61 | 89,837 | D | ||
| 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) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $0(4) | 03/16/2026 | 03/16/2026 | A | 639(5) | (6) | (6) | Common Stock | 639 | $0 | 30,967 | D | |||
| Restricted Stock Units | $0(4) | 03/16/2026 | 03/16/2026 | A | 1,838(5) | (7) | (7) | Common Stock | 1,838 | $0 | 89,048 | D | |||
| Restricted Stock Units | $0(4) | 03/16/2026 | 03/16/2026 | A | 1,414(5) | (8) | (8) | Common Stock | 1,414 | $0 | 68,509 | D | |||
| Restricted Stock Units | $0(4) | 03/16/2026 | 03/16/2026 | M | 30,967 | (6) | (6) | Common Stock | 30,967 | $0 | 0 | D | |||
| Restricted Stock Units | $0(4) | 03/16/2026 | 03/16/2026 | A | 4,215(5) | (9) | (9) | Common Stock | 4,215 | $0 | 204,215 | D | |||
| Explanation of Responses: |
| 1. Represents the settlement of restricted stock units ("RSUs"). |
| 2. Represents the settlement of performance stock units ("PSU"s) granted in 2023. |
| 3. The transaction reported reflects the withholding of RSUs and PSUs in satisfaction of the Reporting Person's tax liability. |
| 4. Restricted stock units ("RSUs") convert into shares of the Issuer's common stock on a one-for-one basis. |
| 5. Represents additional RSUs that accrued as dividend equivalent rights in connection with the Issuer's dividend payment of $0.29 per share. |
| 6. These RSUs vested on January 1, 2026. |
| 7. These RSUs vest on January 1, 2027, subject to the Reporting Person's continued employment. |
| 8. These RSUs vest on January 1, 2028, subject to the Reporting Person's continued employment. |
| 9. On January 5, 2026, the Reporting Person was granted 200,000 RSUs. The RSUs vest in three equal installments on each of January 5, 2027, 2028 and 2029, subject to the Reporting Person's continued employment. |
| Remarks: |
| /s/ Benjamin Sullivan | 03/18/2026 | |
| ** 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.