SULLIVAN BENJAMIN 4
4 · Diversified Energy Co · Filed Mar 18, 2026
Research Summary
AI-generated summary of this filing
Diversified Energy (DEC) Benjamin Sullivan Receives Awards, Withholds 21,605 Shares
What Happened
Benjamin Sullivan, Senior EVP and Chief Legal Officer of Diversified Energy Co. (DEC), had restricted stock units (RSUs) and performance stock units (PSUs) settle on March 16, 2026. The filing shows awards/conversions totaling 56,229 shares (various RSU/PSU grants and dividend-equivalent RSUs). To satisfy withholding for tax liabilities, 21,605 shares were withheld/disposed at $14.61 per share, generating $315,649. The filing reports exercise/conversion activity related to 30,967 derivative units as part of the settlement.
Key Details
- Transaction date: March 16, 2026; Form 4 filed March 18, 2026 (filed promptly after the transaction).
- Withheld shares: 21,605 shares withheld at $14.61 each for taxes = $315,649 (transaction code F = tax withholding).
- Awards/settlements: multiple award entries (codes A and M) totaling 56,229 shares from RSU/PSU settlement and dividend equivalents. RSUs convert one-for-one into common stock (footnote).
- Vesting notes: some RSUs vested Jan 1, 2026; others vest in 2027 and 2028 subject to continued employment; a separate 200,000 RSU grant (Jan 5, 2026) vests in equal installments in 2027–2029.
- Shares owned after the transactions: not specified in the filing.
- Transaction codes explained: A = award/grant, M = exercise/conversion of derivative, F = withholding to cover tax liability.
Context
This was a routine equity award settlement and tax-withholding event rather than an open-market sale or purchase by the insider. Withholding of shares to cover taxes is common when RSUs/PSUs vest and does not necessarily signal buying or selling intent. The conversion/exercise entries reflect settlement of derivative awards (PSUs/RSUs) into common shares.
Insider Transaction Report
- Exercise/Conversion
Common stock, par value $0.01 per share
[F1]2026-03-16+30,967→ 94,286 total - Award
Common stock, par value $0.01 per share
[F2]2026-03-16+17,156→ 111,442 total - Tax Payment
Common stock, par value $0.01 per share
[F3]2026-03-16$14.61/sh−21,605$315,649→ 89,837 total - Award
Restricted Stock Units
[F4][F5][F6]2026-03-16+639→ 30,967 totalExercise: $0.00→ Common Stock (639 underlying) - Award
Restricted Stock Units
[F4][F5][F7]2026-03-16+1,838→ 89,048 totalExercise: $0.00→ Common Stock (1,838 underlying) - Award
Restricted Stock Units
[F4][F5][F8]2026-03-16+1,414→ 68,509 totalExercise: $0.00→ Common Stock (1,414 underlying) - Exercise/Conversion
Restricted Stock Units
[F4][F6]2026-03-16−30,967→ 0 totalExercise: $0.00→ Common Stock (30,967 underlying) - Award
Restricted Stock Units
[F4][F5][F9]2026-03-16+4,215→ 204,215 totalExercise: $0.00→ Common Stock (4,215 underlying)
Footnotes (9)
- [F1]Represents the settlement of restricted stock units ("RSUs").
- [F2]Represents the settlement of performance stock units ("PSU"s) granted in 2023.
- [F3]The transaction reported reflects the withholding of RSUs and PSUs in satisfaction of the Reporting Person's tax liability.
- [F4]Restricted stock units ("RSUs") convert into shares of the Issuer's common stock on a one-for-one basis.
- [F5]Represents additional RSUs that accrued as dividend equivalent rights in connection with the Issuer's dividend payment of $0.29 per share.
- [F6]These RSUs vested on January 1, 2026.
- [F7]These RSUs vest on January 1, 2027, subject to the Reporting Person's continued employment.
- [F8]These RSUs vest on January 1, 2028, subject to the Reporting Person's continued employment.
- [F9]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.