ダイバーシファイドエナジーの適時開示・その他

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

EX-99.1 2 ef20063723_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Announcement of Fixed Income Investor Meetings

Diversified Energy Company (NYSE: DEC , LSE: DEC) (“Diversified” or the “Company”) has mandated DNB Carnegie, a part of DNB Bank ASA, as Manager and Bookrunner to arrange fixed income investor meetings commencing today, 23 January 2026. A tap issue of minimum USD 100 million of the outstanding senior secured bonds issued by the Company’s subsidiary Diversified Gas & Oil Corporation due April 2029 (ISIN NO0013513606) (the "Contemplated Bond Tap Issue") may follow, subject to inter alia market conditions.

The Company intends to use the net proceeds from the Contemplated Bond Tap Issue, if issued, for general corporate purposes.

The Contemplated Bond Tap Issue, if issued, 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 issued, 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 announcement is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law.

For further information, please contact:

Diversified Energy Company

Doug Kris

Senior Vice President, Investor Relations & Corporate Communications

+1 973 856 2757

dkris@dgoc.com

www.div.energy

FTI Consulting

U.S. & UK Financial Public Relations

dec@fticonsulting.com

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Douglas Kris, SVP, Investor Relations and Corporate Communications of Diversified on the date and time provided.

About Diversified

Diversified is a leading publicly traded energy company focused on acquiring, operating, and optimizing cash-generating energy assets. Through our unique differentiated strategy, we acquire existing, long-life assets and invest in them to improve environmental and operational performance until retiring those assets in a safe and environmentally secure manner. Recognized by ratings agencies and organizations for our sustainability leadership, this solutions-oriented, stewardship approach makes Diversified the Right Company at the Right Time to responsibly produce energy, deliver reliable free cash flow, and generate shareholder value.

Forward-Looking Statements

Statements contained in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “likely,” “plan,” “project,” “could,” “may,” “might,” “should,” “will” and similar words and specifically include statements regarding the Contemplated Bond Tap Issue and the use of proceeds therefrom. The forward-looking statements contained in this press release are subject to numerous risks, uncertainties and assumptions that may cause actual results to vary materially from those indicated. For additional information regarding known material risks, you should also carefully read and consider the Company’s Report on Form 20-F for the year ended December 31, 2024 and subsequent filings on the Securities and Exchange Commission’s website at www.sec.gov. Each forward-looking statement speaks only as of the date of the particular statement, and the Company undertakes no obligation to update or revise any forward-looking statements, except as required by law.