UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 2328, 2026

Diversified Energy Company

(Exact name of registrant as specified in its charter)

Delaware

011-41870

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 Office)

(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())

☐ 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(s)

Name of each exchange on which registered

Common Stock, par value $0.01 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 58.0201 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

On January 2328, 2026, ~~Randall Wade notified the Board of Directors (the “Board”) of~~ Diversified Energy Company (the “Company”) ofissued ~~his~~a ~~resignation~~press ~~from~~release ~~the~~announcing ~~Board~~that ~~and~~investors ~~the~~have ~~Sustainability~~agreed ~~and~~to ~~Safety~~purchase ~~Committee~~$200 ofmillion ~~the~~aggregate ~~Board,~~principal ~~effective~~amount ~~immediately.~~of Mr9.75% ~~Wade~~senior ~~was~~secured ~~appointed~~bonds todue 2029 (the ~~Board~~“Bonds”) ~~pursuant~~in toits ~~EIG’s~~previously ~~(as~~announced ~~defined~~tap-on ~~below)~~offering ~~nomination~~by ~~rights~~its aswholly ~~set~~owned ~~forth~~subsidiary, inDiversified ~~the~~Gas ~~Relationship~~& ~~Agreement~~Oil Corporation, asin ~~amended~~the ~~and~~Nordic ~~restated~~bond onmarket. ~~November~~The ~~13,~~Company ~~2025,~~previously byissued ~~and~~$300 ~~among~~million of the ~~Company,~~Bonds ~~Diversified~~in ~~Energy~~April ~~Company~~2025, ~~PLC~~ and ~~EIG~~following ~~Management~~the ~~Company~~closing, ~~LLC~~the ~~(“EIG”). Mr.~~total ~~Wade’s~~Bond ~~resignation~~aggregate ~~was~~principal ~~the~~amount ~~result~~outstanding ofwill ~~EIG~~increase ~~and~~to ~~its~~$500 ~~affiliates’~~million. The ~~ownership~~Company inintends to use the ~~Company~~net ~~falling~~proceeds ~~below~~from the ~~requisite~~tap-on ~~threshold~~offering tofor ~~nominate~~general acorporate ~~director~~purposes. ~~and~~A ~~not~~copy ~~the result~~ of ~~any~~the ~~disagreement~~press ~~with~~release announcing the ~~Company,~~foregoing ~~including~~is onattached ~~any~~hereto ~~matter~~as ~~relating~~Exhibit to99.1 ~~its~~and ~~operations,~~incorporated ~~policies~~by orreference ~~practices~~herein.

~~Item~~The 7Bonds are being 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.01S. ~~Regulation~~Securities FDAct”). ~~Disclosure~~The Bonds 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.

On January 23, 2026, the Company issued a press release announcing the resignation of Mr. Wade. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.


Item 9.01			Financial Statements and Exhibits

(d) Exhibits

Exhibit No.						Description
99.1						Press Release dated January 2328, 2026
104						Cover Page Interactive Data File (embedded within 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
January 26, 2026	By:	/s/ Benjamin M. Sullivan
January 28, 2026	By:	/s/ Benjamin M. Sullivan
Date		Benjamin M. Sullivan
		Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary

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