Diversified Energy Co 10-K

Item 1. Business Business Overview We are engaged in the production, transportation, and marketing of natural gas, NGLs, and oil, managing a diversified portfolio of mature, long-life assets. Our assets are located in the United States within the following geographical operating areas: • Appalachian Region, which spans Ohio, Pennsylvania, Virginia, West Virginia, Kentucky, Tennessee and Alabama; • Central Region, which includes Texas, Oklahoma, New Mexico, Louisiana and Arkansas; • Other, which includes Florida and Wyoming. Our business model emphasizes responsible stewardship and operational excellence, focusing on maximizing value from existing reserves. Our disciplined, full-lifecycle asset management approach is central to our success. We focus on optimizing and extending the productive life of existing wells, using advanced monitoring technologies and data analytics to drive operational efficiency and safety. In addition to our work on our producing wells, we have an extensive and innovative asset retirement program that consists of a vertically integrated plugging company based in our Appalachian Region. With over 69,000 total net productive wells, we produced an annual average of 1,086 MMcfepd during the year ended December 31, 2025 , and we are well-positioned to maximize asset value while maintaining a sound balance sheet and upholding high standards for safety and environmental responsibility. Our strategy is designed to deliver consistent shareholder returns and long-term value through disciplined growth and operational excellence. • We maintain a diversified asset base that supports stable and predictable production. • Our efficient capital investment process enables us to pursue growth opportunities and optimize returns. • Operational reliability is enhanced by robust infrastructure and a focus on preventative maintenance. • We execute a disciplined commodity hedging program that is designed to mitigate price volatility. • Our experienced leadership team drives disciplined execution and strategic decision-making. • We have a proven track record of integrating new assets efficiently and realizing operational synergies. 2025 Highlights • Average daily production of 1,086 MMcfepd representing an increase of 37% when compared to 791 MMcfepd for the same period in 2024 ; • In November 2025 , we acquired Canvas Energy Inc. (“Canvas”) for total consideration of approximately $533 million . The transaction was funded through the issuance of 3,718,209 shares of common stock and approximately $399 million in cash. The cash portion of the consideration was primarily funded through the issuance of the ABS XI Notes with a total principal amount of $400 million . The ABS XI Note s are secured by certain upstream producing assets acquired in the Canvas acquisition; • In November 2025 , we completed the U.S. Domestication, resulting in Diversified Energy Company, a Delaware corporation, becoming our publicly traded parent company; • In October 2025, we launched a well plugging fund with the state of West Virginia dedicated to retiring oil and gas wells. Over the initial 20 year period of the agreement, we plan to invest $70 million , which is held and guaranteed by OneNexus, an insurance provider for asset retirement obligations, t o ensure we have provided financial assurance so that all of our wells in the state are safely retired. The State of West Virginia is a third party beneficiary of the plugging fund; • In April 2025 , we issued $300 million of new senior secured notes in the Nordic bond market at a 2% discount, resulting in net proceeds of $294 million (the “Nordic Bonds”); • In March 2025 , we acquired Maverick Natural Resources, LLC (“Maverick”) f or net consid eration of $666 million . The gross value of the transaction was approximately $1.3 billion and was funded through the issuance of 21,194,213 shares of common stock direct to the unitholders of Maverick, and approximately $211 million in cash. The transaction also included the assumption of approximately $518 million of ABS Maverick Notes outstanding and the payoff of $202 million outstanding on Maverick’s credit facility on the acquisition date; • In March 2025 , concurrent with the Maverick acquisition, we amended and restated the credit agreement governing our revolving loan facility (the “Credit Facility”) , increasing the borrowing base to $900 million and extending the maturity to March 2029 . During our semi-annual redetermination in October 2025 , the borrowing base was reduced to $825 million ; • In February 2025 , we formed Diversified ABS Phase X LLC, a limited-purpose, bankruptcy-remote, wholly-owned subsidiary (“ABS X”), to issue asset-backed securities with a total principal amount of $530 million (the “ABS X Notes”); 5 Table of Contents Form 10-K Diversified Energy Company • In February 2025 , we issued 8,500,000 shares of common stock at $14.50 per share to raise gross proceeds of $123 million ; • In February 2025 , we acquired certain upstream assets and related infrastructure in the Appalachian Region from Summit Natural Resources, LLC (“Summit”) for $42 million ; and • In 2025, we divested certain non-core undeveloped acreage across our operating footprint for consideration of approximately $160 million . Refer to Notes 3 , 11 , and 15 in the Notes to the Consolidated Financial Statements for additional information regarding acquisitions, common stock, and debt. Geographical Operating Areas Our operations are primarily concentrated within the Appalachian and Central regions of the United States. Our Appalachian Region spans Pennsylvania, Ohio, Virginia, West Virginia, Kentucky, Tennessee and Alabama and consists of multiple productive, shallow conventional formations and two productive, deeper unconventional shale formations, the Marcellus Shale and the slightly deeper Utica Shale. Our Central Region consists of the Bossier and Haynesville shale formations and the Cotton Valley sandstones in East Texas and West Louisiana, the Barnett Shale in North Texas and the Mid-Continent producing areas across Central Texas, along with the Anadarko Basin across North Texas and Oklahoma and Permian Basin in West Texas and New Mexico. Reserve Data Summary of Reserves The following table sets forth summary information with respect to our estimated proved reserves, standardized measure of discounted future net cash flows (“Standardized Measure”) and PV-10 as of December 31, 2025 . Our estimated proved reserves were prepared by Netherland, Sewell & Associates, Inc. (“NSAI”), our independent third-party reserve engineers. A copy of the reserve report is included as an exhibit to this Annual Report on Form 10-K . We used SEC pricing in the calculation of our estimated proved reserves and PV-10. As of December 31, 2025 Proved developed reserves Natural gas (MMcf) 4,224,112 NGLs (MBbls) 159,025 Oil (MBbls) 87,041 Total proved developed reserves (MMcfe) (a) 5,700,508 Proved undeveloped reserves Natural gas (MMcf) 201,621 NGLs (MBbls) 5,950 Oil (MBbls) 24,109 Total proved undeveloped reserves (MMcfe) (a) 381,975 Total proved reserves Natural gas (MMcf) 4,425,733 NGLs (MBbls) 164,975 Oil (MBbls) 111,150 Total proved reserves (MMcfe) (a) 6,082,483 Proved developed reserves % 94% Proved undeveloped reserves % 6% 12-Month Average Realized Prices (b) Natural gas ($/Mmbtu) $ 3.39 Oil and NGLs ($/Bbl) $ 66.01 6 Table of Contents Form 10-K Diversified Energy Company As of December 31, 2025 Standardized measure of discounted future net cash flows (GAAP) (in thousands) $ 4,182,484 PV-10 (Non-GAAP)(in thousands) Proved developed PV-10 $ 4,825,578 Proved undeveloped PV-10 353,873 Total PV-10 (Non-GAAP) (c) $ 5,179,451 (a) The basis for converting oil and NGL volumes (MBbls) to natural gas equivalent volumes (MMcfe) is determined by using the ratio of one Bbl of oil or NGLs to six Mcf of natural gas. (b) Our estimated net proved reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC guidance. For natural gas, NGLs, and oil volumes, the average Henry Hub spot price and WTI price were adjusted for gravity, quality, local conditions, gathering and transportation fees, and distance from market. All prices are held constant throughout the lives of the properties. (c) The PV-10 of our proved reserves were prepared without giving effect to taxes or hedges. PV-10 is a non-GAAP financial measure and generally differs from Standardized Measure, the most directly comparable GAAP measure, because it does not include the effects of income taxes on future net cash flows. We believe that the presentation of PV-10 is relevant and useful to our investors as supplemental disclosure to the Standardized Measure because it presents the discounted future net cash flows attributable to our reserves prior to taking into account future corporate income taxes and our current tax structure. While the Standardized Measure is free cash dependent on the unique tax situation of each company, PV-10 is based on a pricing methodology and discount factors that are consistent for all companies. Because of this, PV-10 can be used within the industry and by creditors and securities analysts to evaluate estimated net cash flows from proved reserves on a more comparable basis. Investors should be cautioned that neither PV-10 nor the Standardized Measure represents an estimate of the fair market value of our proved reserves. Reconciliation of Standardized Measure (GAAP) to PV-10 (Non-GAAP) (in thousands) As of December 31, 2025 Standardized measure of discounted future net cash flows (GAAP) $ 4,182,484 Add: present value of future income taxes discounted at 10% per annum 996,967 PV-10 (Non-GAAP) $ 5,179,451 Proved Reserves As of December 31, 2025 , our estimated proved reserves totaled 6,082,483 MMcfe, an increase of 68% from the prior year-end, with a Standardized Measure of $4.2 billion . Natural gas constituted approximately 73% of our total estimated proved reserves and 74% of our total estimated proved developed reserves. The following table provides a summary of the changes in our proved reserves during the year ended December 31, 2025 . Total (MMcfe) (a) Total proved reserves as of December 31, 2024 3,627,589 Extensions and discoveries 16,341 Revisions to previous estimates 793,516 Purchase of reserves in place 2,041,296 Sales of reserves in place — Production (396,259) Total proved reserves as of December 31, 2025 6,082,483 (a) The basis for converting oil and NGL volumes (MBbls) to natural gas equivalent volumes (MMcfe) is determined by using the ratio of one Bbl of oil or NGLs to six Mcf of natural gas. Revisions to Previous Estimates During 2025 , we recorded 793,516 MMcfe in revisions to previous estimates. The upward revisions were primarily associated with changes in the trailing 12-month average realized Henry Hub first day of the month spot price, which increased approximately 59% as compared to December 31, 2024 . 7 Table of Contents Form 10-K Diversified Energy Company Purchase of Reserves in Place During 2025 , 2,041,296 MMcfe of purchases of reserves in place were associated with the Summit, Maverick, and Canvas acquisitions. Refer to Note 3 in the Notes to the Consolidated Financial Statements for additional information about acquisitions and divestitures. Proved Undeveloped Reserves (“PUDs”) We aim to obtain proved developed producing wells through acquisitions in accordance with our growth strategy rather than through development activities. We accordingly contribute limited capital to development activities. From time to time, when acquiring packages of wells, we also acquire certain locations that are in development by the acquiree at the time of the acquisition or could be developed in the future. When economic, we may engage third parties to complete the existing development activities or may participate in the development of acquired non-operated locations, and such reserves are included below as PUDs. As of December 31, 2025 , we are actively engaged or have plans to engage in developing certain locations acquired in the Maverick and Canvas acquisitions. Therefore, we have classified these undrilled locations as PUDs. The following table summarizes the changes in our estimated PUDs during the year ended December 31, 2025 : Total (MMcfe) Proved undeveloped reserves as of December 31, 2024 — Extensions and discoveries 16,341 Revisions to previous estimates — Purchase of reserves in place 365,634 Sales of reserves in place — Converted to proved developed reserves — Proved undeveloped reserves as of December 31, 2025 381,975 Purchase of Reserves in Place During 2025 , there were 365,634 MMcfe of purchases of PUDs in place related to the Maverick and Canvas acquisitions. Refer to Note 3 in the Notes to the Consolidated Financial Statements for additional information about acquisitions and divestitures. Preparation of Reserve Estimates Our reserve estimates as of December 31, 2025 included in this Annual Report on Form 10-K were prepared by our independent reserves auditors, Netherland, Sewell & Associates, Inc. (“NSAI”), in accordance with petroleum engineering and evaluation standards published by The Petroleum Resources Management System jointly sponsored by the Society of Petroleum Engineers, the World Petroleum Council, the American Association of Petroleum Geologists and the Society of Petroleum Evaluation Engineers. These estimates have been prepared in accordance with the definitions and regulations of the SEC. Our internal staff of petroleum engineers and geoscience professionals work diligently to ensure the integrity, accuracy and timeliness of data furnished to our independent reserves auditors for their reserve evaluation process. Our technical team regularly meets with the independent reserves auditors to review properties and discuss methods and assumptions used to prepare reserve estimates. The reserve estimates and related reports are reviewed and approved by our Vice President of Reservoir Engineering. The Vice President of Reservoir Engineering holds a Bachelor of Science in Petroleum Engineering and has been with the Company since 2018 with 27 years of experience in petroleum engineering and over 24 years of experience evaluating natural gas and oil reserves. Prior to joining the Company in 2018, our Vice President of Reservoir Engineering, who is an active member of the Society of Petroleum Engineers, served in various reservoir engineering roles for public companies engaged in exploration and production operations. Estimation of Proved Reserves Proved reserves are quantities of natural gas or oil which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be commercially recoverable from known reservoirs under existing economic and operating conditions. The term “reasonable certainty” implies a high degree of confidence that the quantities of natural gas or oil actually recovered will equal or exceed the estimate. To achieve reasonable certainty, DEC and the independent reserves auditors employed technologies that have been demonstrated to yield results with consistency and repeatability. The technologies and economic data used in the estimation of our proved reserves may include, but are not limited to, well logs, geologic maps and available downhole and production data, and well-test data. Reserves engineering is and must be recognized as a subjective process of estimating volumes of economically recoverable oil and natural gas that cannot be measured in an exact manner. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation. As a result, the estimates of different engineers often vary. In addition, the results of drilling, testing and production may justify revisions of such estimates. Accordingly, reserve estimates often differ from the 8 Table of Contents Form 10-K Diversified Energy Company quantities of natural gas, NGLs and oil that are ultimately recovered. Estimates of economically recoverable natural gas, NGLs and oil and of future net cash flows are based on a number of variables and assumptions, all of which may vary from actual results, including geologic interpretation, prices and future production rates and costs. See Item 1A. Risk Factors for additional information. Developed and Undeveloped Acreage The following table sets forth certain information regarding the total developed and undeveloped acreage in which we owned an interest as of December 31, 2025 . Developed acres are acres spaced or assigned to productive wells and do not include undrilled acreage held by production under the terms of the lease. Undeveloped acres are acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil or natural gas, regardless of whether such acreage contains proved reserves. Approximately 99.5% of our acreage was held by production at December 31, 2025 . Developed Acreage Undeveloped Acreage Total Acreage Gross (a) Net (b) Gross (a) Net (b) Gross (a) Net (b) As of December 31, 2025 18,728,541 8,331,729 813,981 462,473 19,542,522 8,794,202 (a) A gross acre is an acre in which a working interest is owned. The number of gross acres is the total number of acres in which a working interest is owned. (b) A net acre is deemed to exist when the sum of the fractional ownership working interests in gross acres equals one. The number of net acres is the sum of the fractional working interests owned in gross acres expressed as whole numbers and fractions thereof. The undeveloped acreage numbers presented in the table above have been compiled using best efforts to review and determine acreage that is not currently drilled but may be available for drilling at the current time under certain circumstances. Whether or not undrilled acreage may be drilled and thereafter produce economic quantities of oil or gas is related to many factors which may change over time, including natural gas and oil prices, service vendor availability, regulatory regimes, midstream markets, end user demand, and macro and micro financial conditions; the undeveloped acreage described herein is presented without an opinion as to economic viability, as a result of the aforesaid factors. Additionally, it is noted that certain formations on a land tract may be already developed while other formations are undeveloped. The following table sets forth the number of total gross and net undeveloped acres as of December 31, 2025 that will expire in 2026 , 2027 and 2028 unless production is established within the spacing units covering the acreage prior to the expiration dates or unless such acreage is extended or renewed. Gross Net 2026 55,654 796 2027 63,962 2,813 2028 988 225 Our primary focus is to operate our existing producing assets safely, efficiently and responsibly. However we also evaluate areas nearing lease expiration for potential development opportunities when it is prudent to do so. Productive Wells Productive wells consist of producing wells, wells capable of production and wells awaiting connection to production facilities. Gross wells are the total number of producing wells in which we have an interest, operated and non-operated, and net wells are the sum of our fractional working interest owned in gross wells. The following table summarizes our productive natural gas and oil wells as of December 31, 2025 . As of December 31, 2025 Natural gas wells 80,212 Oil wells 10,465 Total gross productive wells 90,677 Natural gas wells 64,404 Oil wells 4,752 Total net productive wells 69,156 9 Table of Contents Form 10-K Diversified Energy Company As of December 31, 2025 Total gross in progress wells 288 Total net in progress wells 97 Exploratory and Development Drilling Activities Information regarding our drilling and development activities for the year ended December 31, 2025 is set forth below: Development Productive Wells Dry Wells Total Year Gross Net Gross Net Gross Net 2025 59 10 — — 59 10 2024 4 4 — — 4 4 2023 3 1 — — 3 1 We drilled no exploratory wells (productive or dry) during the years ended December 31, 2025 , 2024 and 2023 . During 2023, we completed the development of two of the seven Appalachian wells that were under development as of December 31, 2022. The remaining five Appalachian wells were divested in connection with the sale of 80% of the equity interest in DP Lion Equity Holdco LLC in December 2023 . On March 1, 2023 , we also completed the Tanos II acquisition, which included five wells in the Central Region that were under development at the date of acquisition. During 2023, we completed one of these five wells. Four Central Region development wells remained in progress as of December 31, 2023. During 2024, we completed the development of the four remaining wells acquired in the Tanos II acquisition that had been under development as of December 31, 2023. As of December 31, 2024, we had zero development wells in progress. I n March 2025 , we completed the Maverick acquisition, which included 71 wells that were under development at the time of purchase. During 2025 , through a joint development agreement with an experienced development company, we brought 57 of these wells to completion. In addition, we completed two wells located adjacent to the Maverick acquisition wells. As of December 31, 2025, 14 development wells from the acquisition remained in progress. Refer to Note 3 in the Notes to the Consolidated Financial Statements for additional information regarding the acquisitions and divestitures. Production Volumes, Average Sales Prices and Operating Costs For the Year Ended December 31, 2025 2024 2023 Production Natural Gas (MMcf) 295,723 244,298 256,378 NGLs (MBbls) 8,821 5,980 5,832 Oil (MBbls) 7,935 1,568 1,377 Total production (MMcfe) 396,259 289,586 299,632 Average realized sales price (excluding impact of derivatives settled in cash) Natural gas (Mcf) $ 2.81 $ 1.90 $ 2.17 NGLs (Bbls) 23.57 25.17 24.23 Oil (Bbls) 63.10 74.71 75.46 Total (Mcfe) $ 3.88 $ 2.53 $ 2.68 Average realized sales price (including impact of derivatives settled in cash) Natural gas (Mcf) $ 2.80 $ 2.57 $ 2.86 NGLs (Bbls) 23.34 24.32 26.05 Oil (Bbls) 66.80 69.54 68.44 Total (Mcfe) $ 3.94 $ 3.05 $ 3.27 10 Table of Contents Form 10-K Diversified Energy Company For the Year Ended December 31, 2025 2024 2023 Operating costs per Mcfe LOE $ 1.15 $ 0.80 $ 0.71 Production taxes 0.22 0.12 0.21 Midstream operating expense 0.20 0.25 0.24 Transportation expense 0.29 0.31 0.32 Total operating expense per Mcfe $ 1.86 $ 1.48 $ 1.48 Significant Fields We operate in three primary producing areas: (i) Appalachian Region, covering Pennsylvania, Ohio, Virginia, West Virginia, Kentucky, Tennessee, and Alabama ; (ii) Central Region, covering Oklahoma, Texas, New Mexico, Louisiana, and Arkansas; and (iii) Other, includes Florida and Wyoming. The following tables present production volumes, realized prices, and per-unit operating costs for our significant fields that account for 15% or more of our total proved reserves. Both the Appalachian Region and the Mid-Continent field, which is one of four separate fields within the Central Region, meet the criteria for significance. For the Year Ended December 31, APPALACHIA 2025 2024 2023 Production Natural Gas (MMcf) 132,100 139,900 167,930 NGLs (MBbls) 2,655 2,931 3,018 Oil (MBbls) 369 390 394 Total production (MMcfe) 150,244 159,826 188,402 Average realized sales prices Natural gas (Mcf) $ 3.17 $ 2.12 $ 2.31 NGLs (Bbls) 20.94 24.07 21.58 Oil (Bbls) 61.72 72.61 74.81 Total (Mcfe) $ 3.31 $ 2.47 $ 2.57 Operating costs per Mcfe LOE $ 0.67 $ 0.59 $ 0.56 Production taxes 0.15 0.09 0.18 Midstream operating expense 0.41 0.40 0.35 Transportation expense 0.37 0.29 0.29 Total operating expense per Mcfe $ 1.60 $ 1.37 $ 1.38 11 Table of Contents Form 10-K Diversified Energy Company For the Year Ended December 31, MID-CONTINENT 2025 2024 2023 Production Natural Gas (MMcf) 71,859 24,661 20,254 NGLs (MBbls) 3,920 1,285 980 Oil (MBbls) 5,026 951 715 Total production (MMcfe) 125,535 38,077 30,424 Average realized sales prices Natural gas (Mcf) (a) $ 2.12 $ 0.97 $ 1.42 NGLs (Bbls) 21.90 26.10 24.21 Oil (Bbls) 58.54 65.71 68.45 Total (Mcfe) $ 4.24 $ 3.15 $ 3.33 Operating costs per Mcfe LOE (a) $ 1.00 $ 0.69 $ 0.55 Production taxes 0.23 0.18 0.20 Transportation expense 0.18 0.12 0.17 Total operating expense per Mcfe $ 1.41 $ 0.99 $ 0.92 (a) Processing fees of approximately $0.85 - $1.25 per Mcfe are classified as revenue deductions as opposed to operating expenses. Delivery Commitments We have contractually agreed to deliver firm quantities of natural gas to various customers, which we expect to fulfill with production from existing reserves. We regularly monitor our proved developed reserves to ensure sufficient availability to meet these commitments. The following table summarizes our total gross commitments, compiled using best estimates based on our sales strategy, as of December 31, 2025 . 2026 2027 2028 2029 2030 Thereafter Total Natural gas (MMcf) 169,054 49,203 25,942 15,727 15,727 275,622 551,275 Transportation and Marketing Diversified Energy Marketing, LLC, our wholly owned marketing subsidiary, focuses on commodity marketing, asset optimization, producer services and strategic management of our transportation portfolio. The focus of o ur marketing team is to enhance operational efficiency and profitability by leveraging market insights, operational expertise and strategic asset management to ensure reliable flow of our products to attractive available markets. We offer a comprehensive suite of services, including the marketing of natural gas, NGL’s and oil, risk management, logistical support and strategic transportation management. This approach maximizes market presence, financial outcomes and consistent product flow, capitalizing on our transportation infrastructure and vertically integrated midstream systems. Our midstream infrastructure and strategic arrangements provide access to high-demand markets, particularly in the U.S. Gulf Coast, while utilizing low-cost transportation in Appalachia. This synergy with our asset profile provides advantageous pricing and flow assurance supported by strategic firm transportation agreements. As of December 31, 2025 , our transportation arrangements provide access to 375 MMcfepd of takeaway capacity. As a dedicated arm of DEC, our marketing team aligns closely with our broader goals of optimizing free cash flow generation . With experienced professionals and a deep understanding of the energy market, we are committed to delivering value and reliability to our stakeholders, navigating industry complexities to achieve operational excellence. Competition The natural gas and oil industry is highly competitive, and we compete with other companies in all aspects of our business to acquire, operate, and market our production. Operating conditions may be affected by future legislation and regulations as the United States regulatory environment modernizes . In addition, some of our competitors may have a competitive advantage when responding to factors that affect demand for natural gas and oil production, such as changing prices, domestic and foreign political conditions, weather conditions, the proximity and capacity of natural gas pipelines and other transportation facilities and overall economic conditions. Our industry and our company can also be impacted by alternative energy sources, including wind, solar, and electric power. Our ability to acquire properties in the future will depend on our ability to evaluate and select suitable properties and to finalize transactions in a highly competitive environment. 12 Table of Contents Form 10-K Diversified Energy Company Major Customers Our production is generally sold on month-to-month contracts at prevailing market prices. During the years ended December 31, 2025 , 2024 and 2023 , no customers individually comprised more than 10% of total revenues. Given the availability of alternative purchasers for oil and natural gas, we believe that losing any single purchaser would not materially impact our ability to sell future production. To mitigate potential credit risk, we may occasionally require customers to provide financial security. Seasonality Demand for natural gas typically decreases in spring and fall, and increases in summer and winter. However, seasonal anomalies and consumer procurement initiatives can mitigate these fluctuations. Seasonal anomalies can also heighten competition for equipment, supplies, and personnel, potentially causing shortages, increased costs or, operational delays. Title to Properties We believe we hold satisfactory title to our active properties, adhering to industry standards. Our properties are subject to customary royalties, contracts, consents, preferential purchase rights, tax liens, laws and other encumbrances, which we believe do not materially affect their use or value. Before acquiring producing wells, we conduct title investigations consistent with industry standards. For properties we operate, we address significant title defects as needed. We believe our title reviews are reasonable and protective for a representative cross-section of our wells. Human Capital Resources As of December 31, 2025 , the Company employed 1,987 full-time individuals across 23 U.S. states. Our employees are fundamental to the execution of our operational strategy, and we focus on maintaining robust operating standards with an emphasis on EHS practices to promote the well‑being of our workforce and the communities in which we operate. We are committed to fostering an inclusive work environment and making recruitment, development, and promotion decisions based solely on merit, qualifications, and business needs. We are an equal opportunity employer and do not discriminate against legally protected classes. Employees have access to a confidential, externally managed whistleblower hotline and a compliance website that enables direct reporting of concerns to senior leadership. Our employees are our most important asset. We invest i n employee engagement and development through regular communication, site visits, structured feedback mechanisms, and regular training. We offer a comprehensive compensation package with base pay, discretionary bonus and equity incentive opportunities, paid time off, 401(k) matching contributions, an employee stock purchase plan and an affordable and comprehensive health insurance program, among other benefits. In 2025 , our CEO and senior leadership team met directly with approximately 950 employees through our “Winning Language” town halls. Additionally, the Company conducted its annual Employee Engagement Survey, which received an 80% participation rate from the 1,922 surveys distributed. The survey assesses organizational alignment, communication effectiveness, leadership, and overall employee engagement. Results from our Employee Engagement Survey will be used to inform our human capital initiatives and priorities for 2026. We offer a comprehensive suite of employee benefits designed to support physical, mental, and financial well‑being. In 2025 , we expanded our benefits program to include paid adoption assistance and launched an integrated wellness platform that provides individualized tools for health tracking, fitness goal setting, and preventive care. Our financial wellness resources include bi‑monthly educational seminars and complimentary one‑on‑one consultations through our third‑party investment advisors. Participation in the Company’s 401(k) retirement savings plan reached 93% in 2025 , with the Company providing a dollar‑for‑dollar match on employee contributions up to 7% . Employees also have access to the Company’s Employee Stock Purchase Plan, which allows participants to purchase Company stock at a discounted rate. The Company is committed to supporting the communities in which we operate. In 2025 , we contributed approximately $1.8 million to local organizations, programs, and initiatives focused on health, education, student athletics, public safety, and municipal services. Our community impact efforts included distributing winter coats and shoes to more than 4,240 children and providing support to foster care organizations. Our Community Relations Committee oversees these initiatives and promotes employee volunteerism throughout our operating areas. We remain committed to maintaining a safe, inclusive workplace and to positively contributing to the communities we serve. 13 Table of Contents Form 10-K Diversified Energy Company Government Regulation General Our operations in the United States are subject to various U.S. federal, state and local (including county and municipal level) laws and regulations. These laws and regulations cover virtually every aspect of our operations including, among other things: use of public roads; construction of well pads, impoundments, tanks and roads; pooling and unitizations; water withdrawal and procurement for well stimulation purposes; wastewater discharge, well drilling, casing and hydraulic fracturing; stormwater management; well production; well plugging; venting or flaring of natural gas; pipeline construction and the compression and transportation of natural gas and liquids; reclamation and restoration of properties after natural gas and oil operations are completed; handling, storage, transportation and disposal of materials used or generated by natural gas and oil operations; the calculation, reporting and payment of taxes on natural gas and oil production; and gathering of natural gas production. Various governmental permits, authorizations and approvals under these laws and regulations are required for exploration and production as well as midstream operations. These laws and regulations, and the permits, authorizations and approvals issued pursuant to such laws and regulations are intended to protect, among other things: air quality; ground water and surface water resources, including drinking water supplies; wetlands; waterways; protected plants and animal species; natural resources; and the health and safety of our employees and the communities in which we operate. We endeavor to conduct our operations in compliance with all applicable U.S. federal, state and local laws and regulations. However, because of extensive and comprehensive regulatory requirements against a backdrop of variable geologic and seasonal conditions, non-compliance during operations can occur. Certain non-compliance may result in fines or penalties, but depending on the nature of the non-compliance could also result in civil or criminal enforcement actions, additional restrictions on our operations, or make it more difficult for us to obtain necessary permits in the future. The possibility exists that new laws or regulations may be adopted which could have a significant impact on our operations or on our customers’ ability to use our natural gas, natural gas liquids and oil, and may require us or our customers to change their operations significantly or incur substantial costs. Environmental Laws Many of the U.S. laws and regulations vary according to the jurisdiction in which we conduct our operations. In addition to state or local laws and regulations, our operations are also subject to numerous federal environmental laws and regulations. Below is a discussion of some of the more significant federal laws and regulations applicable to our operations. Clean Air Act The federal Clean Air Act and associated federal and state regulations regulate air emissions through permitting and/or emissions control requirements. These regulations affect the entire value chain from oil and natural gas production, to gathering, to processing, to transmission and storage, and then to distribution operations. Various equipment and activities in our assets are subject to regulation, including compressors, engines, dehydrators, storage tanks, pneumatic devices, fugitive components, and blowdowns. We obtain permits, typically from state or local authorities, or document exemptions necessary to authorize these activities. Further, we are required to obtain pre-approval for construction or modification of certain facilities, and/or to use specific equipment, technologies or best management practices to control emissions. Some states also require a separate operating permit to be obtained for on-going operations. Federal and state governmental agencies continue to review and revise the air quality regulations affecting oil and natural gas activities, and expanded regulations could increase our cost or otherwise affect our ability to produce. Clean Water Act The federal Clean Water Act (“CWA”) and corresponding state laws affect our operations by regulating storm water or other discharges of substances, including pollutants, sediment, and spills and releases of oil, brine and other substances, into surface waters, and in certain instances imposing requirements to dispose of produced wastes and other oil and gas wastes at approved disposal facilities. The discharge of pollutants into jurisdictional waters is prohibited, except in accordance with the terms of a permit issued by the EPA, the U.S. Army Corps of Engineers, or a delegated state agency. These permits require regular monitoring and compliance with effluent limitations, and include reporting requirements. Federal and state regulatory agencies can impose administrative, civil and/or criminal penalties for non-compliance with discharge permits or other requirements of the CWA and analogous state laws and regulations. Endangered Species and Migratory Birds The Endangered Species Act and related state laws and regulations protect plant and animal species that are threatened or endangered. The Migratory Bird Treaty Act and the Bald and Golden Eagle Protection Act provide similar protections to migratory birds and bald and golden eagles, respectively. Some of our operations are located in areas that are or may be designated as protected habitats for endangered or threatened species, or in areas where migratory birds or bald and golden eagles are known to exist. Laws and regulations intended to protect threatened and endangered species, migratory birds, or bald and golden eagles could have a seasonal impact on our construction activities and operations. New or additional species that may be identified as requiring protection or consideration could also lead to delays in obtaining permits and/or other restrictions, including operational restrictions. 14 Table of Contents Form 10-K Diversified Energy Company Safety of Gas Transmission and Gathering Pipelines Natural gas pipelines serving our operations are subject to regulation by the U.S. Department of Transportation’s Pipeline and Hazardous Materials Safety Administration (“PHMSA”) pursuant to the Natural Gas Pipeline Safety Act of 1968 (“NGPSA”), as amended by the Pipeline Safety Act of 1992, the Accountable Pipeline Safety and Partnership Act of 1996, the Pipeline Safety Improvement Act of 2002 (“PSIA”), the Pipeline Inspection, Protection, Enforcement and Safety Act of 2006, and the 2011 Pipeline Safety Act. The NGPSA regulates safety requirements in the design, construction, operation and maintenance of natural gas pipeline facilities, while the PSIA establishes mandatory inspections for all U.S. oil and natural gas transmission pipelines in high-consequence areas. Additionally, certain states, such as West Virginia, also maintain jurisdiction over intrastate natural gas lines. PHMSA has over the years finalized rules that, collectively, impose additional safety requirements on natural gas transmission pipelines and certain onshore gas gathering pipelines. The adoption of laws or regulations that apply more comprehensive or stringent safety standards can increase the expenses we incur for gathering service. Resource Conservation and Recovery Act The Federal Resource Conservation and Recovery Act (“RCRA”) and corresponding state laws and regulations impose requirements for the management, treatment, storage and disposal of hazardous and non-hazardous wastes, including wastes generated by our operations. Drilling fluids, produced waters and most of the other wastes associated with the exploration, development and production of natural gas and oil are currently regulated under RCRA’s solid (non-hazardous) waste provisions. Future changes in the law could result in the reclassification of certain natural gas and oil exploration and production wastes as “hazardous wastes,” which would make such wastes subject to much more stringent handling, disposal and clean-up requirements. A change in the RCRA exclusion for drilling fluids, produced waters and related wastes could result in an increase in our costs to manage and dispose of generated wastes, which could have a material adverse effect on the industry as well as on our results of operations and financial position. Comprehensive Environmental Response, Compensation, and Liability Act The Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA” or “Superfund”) imposes joint and several liability for costs of investigation and remediation, and for natural resource damages without regard to fault or the legality of the original conduct, on certain classes of persons with respect to the release into the environment of substances designated under CERCLA as hazardous substances. These classes of persons, called potentially responsible parties (“PRP”), include the current and past owners or operators of a site where the release occurred and anyone who disposed, transported, or arranged for the disposal, transportation, or treatment of a hazardous substance found at the site. CERCLA also authorizes the EPA and, in some instances, third parties to take actions in response to threats to public health or the environment, and to seek to recover from PRPs for the costs of such action. Many states, including states in which we operate, have adopted comparable state statutes. Although CERCLA generally exempts “petroleum” from regulation, in the course of our operations we have generated and will generate wastes that may fall within CERCLA’s definition of hazardous substances, and may have disposed of these wastes at disposal sites owned and operated by others. We may also be the owner or operator of sites on which hazardous substances have been released. In the event contamination is discovered at a site on which we are or have been an owner or operator, or to which we have sent hazardous substances, we could be jointly and severally liable for the costs of investigation and remediation, and for natural resource damages. Further, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances or other pollutants released into the environment. Oil Pollution Act The primary federal law related to oil spill liability is the Oil Pollution Act (“OPA”), which amends and augments oil spill provisions of the CWA and imposes certain duties and liabilities on certain “responsible parties” related to the prevention of oil spills and damages resulting from such spills in or threatening waters of the United States or adjoining shorelines. A liable “responsible party” includes the owner or operator of a facility, vessel or pipeline that is a source of an oil discharge or that poses the substantial threat of discharge. The OPA assigns joint and several liability, without regard to fault, to each responsible party for oil removal costs and a variety of public and private damages. Although defenses exist to the liability imposed by the OPA, they are limited. In the event of an oil discharge or substantial threat of discharge, we may be liable for costs and damages. Regulation of the Sale and Transportation of Natural Gas, NGLs and Oil The transportation and sale, or resale, of natural gas in interstate commerce are regulated by the Federal Energy Regulatory Commission (“FERC”) under the Natural Gas Act of 1938, the Natural Gas Policy Act of 1978, and regulations issued under those statutes. FERC regulates interstate natural gas transportation rates, and the terms and conditions of service, which affects the marketing of natural gas that we produce, as well as the revenues we receive for sales of our natural gas. FERC regulations require that rates, terms and conditions of service for interstate service pipelines that transport crude oil and refined products and certain other liquids be just and reasonable and must not be unduly discriminatory or confer any undue preference upon any shipper. FERC regulations also require interstate common carrier petroleum pipelines to file with FERC and publicly post tariffs stating their interstate transportation rates, terms and conditions of service. 15 Table of Contents Form 10-K Diversified Energy Company Section 1(b) of the Natural Gas Act exempts from regulation by FERC facilities used for the production and gathering of natural gas. However, the distinction between federally unregulated gathering facilities and FERC regulated transmission facilities is a fact-based determination, and the classification of facilities has recently been the subject of regulatory dispute. We own certain natural gas pipeline facilities that we believe meet the traditional tests FERC has used to establish a pipeline’s primary function as “gathering,” thus exempting it from the jurisdiction of FERC under the Natural Gas Act. Intrastate natural gas transportation is also subject to regulation by state regulatory agencies. The basis for intrastate regulation of natural gas transportation and the degree of regulatory oversight and scrutiny given to intrastate natural gas pipeline rates and services varies from state to state. Like the regulation of interstate transportation rates, the regulation of intrastate transportation rates affects the marketing of natural gas that we produce, as well as the revenues we receive for sales of our natural gas. FERC regulates the rates and terms and conditions of service for transportation of oil and NGLs on interstate pipelines under the provisions of the Interstate Commerce Act, the Energy Policy Act of 1992 and amendments to and regulations issued under those statutes. Intrastate transportation of oil, NGLs and other products is dependent on pipelines whose rates, terms and conditions of service are subject to regulation by state regulatory bodies under state statutes. The price of natural gas, NGLs, and crude oil are currently not directly regulated, but Congress historically has been active in the area of natural gas, NGLs and crude oil regulation. We cannot predict whether new legislation to regulate sales and commodity prices might be enacted in the future or what effect, if any, such legislation might have on our operations. Health and Safety Laws Our operations are subject to regulation under the federal Occupational Safety and Health Act (“OSHA”) and comparable state laws in some states, all of which regulate health and safety of employees at our operations. Additionally, OSHA’s hazardous communication standard, the EPA community right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act, and comparable state laws require that information be maintained about hazardous materials used or produced by our operations and that this information be provided to employees, state and local governments and the public. Emissions Laws and Regulations There are a number of proposed and recently-enacted laws and regulations at the international, federal, state, regional and local level that seek to limit or require disclosure regarding greenhouse gas emissions (“GHG”) and other climate-related matters. Such laws and regulations could increase our costs, including requirements that necessitate the installation of new equipment or the purchase of emission allowances. These laws and regulations could also impact our customers, including the electric generation industry, making alternative sources of energy more competitive and thereby decreasing demand for the natural gas and oil we produce. Additional regulation could also lead to permitting delays and additional monitoring and administrative requirements, in turn impacting electricity generating operations. At the international level, the UN-sponsored “Paris Agreement,” for nations to limit their GHG emissions through non-binding, individually-determined reduction goals every five years after 2020. In November 2021, the international community gathered in Glasgow at the 26th Conference of the Parties to the UN Framework Convention on Climate Change, during which multiple announcements were made, including a call for parties to eliminate certain natural gas and oil subsidies and pursue further action on non-carbon dioxide GHGs. In a related gesture, the United States and the European Union jointly announced the launch of the “Global Methane Pledge,” which aims to cut global methane pollution by at least 30% by 2030 relative to 2020 levels, including “all feasible reductions” in the energy sector. Such commitments were re-affirmed at the 27th Conference of the Parties in Sharm El Sheikh. However, on January 2025, President Trump issued an Executive Order directing the U.S. Ambassador to the United Nations to withdraw from the Paris Agreement. Accordingly, the UN Secretary General issued a depositary notification of the U.S. withdrawal from the Paris Agreement, effective January 27, 2026. More recently, in February 2026, the U.S. Environmental Protection Agency finalized a regulation rescinding its prior finding that certain GHG emissions endangered public health and welfare, which had served as the basis for certain GHG emission regulation by the agency. This and other changes undertaken by the Trump Administration have or may in the future reverse or rescind climate-related initiatives and regulations and focus on driving increased U.S. energy production. In response, several U.S. states separately expressed their commitment to the Paris Agreement and its goals, while others have pursed emissions reporting regulations . Although it is not possible at this time to predict how legislation or new regulations that may be adopted pursuant to the Paris Agreement to address GHG emissions, including state emission reduction targets or reporting , would impact our business, any such future laws and regulations imposing reporting obligations on, or limiting emissions of GHGs from, our equipment and operations could require us to incur costs to implement such measures associated with our operations. In addition, activists that are not supportive of our energy producing products have directed their attention at sources of funding for energy companies, which has resulted in certain financial institutions, funds and other sources of capital restricting or eliminating their investment in natural gas and oil activities. Ultimately, this could make it more difficult to secure funding for exploration and production activities. Litigation risks are also a potential concern , as a number of cities and other local governments have sought to bring suits against the largest oil and natural gas exploration and production companies in state or federal court, alleging, among other things, that such companies created public nuisances by producing fuels that contributed to global weather events, and therefore are responsible for roadway and infrastructure and other damages, or alleging that the companies have been a ware of the unsubstantiated effects of weather pattern changes for some time . 16 Table of Contents Form 10-K Diversified Energy Company Available Information Our corporate office is located at 1600 Corporate Drive, Birmingham, Alabama 35242, and our telephone number at that location is (205) 408-0909. Our website address is www.div.energy. The information contained on our website is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this report. We make available, free of charge, through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”). The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov (Commission File Number: 001-41870 ). Required UK Regulatory Disclosures As required as a result of our membership on the London Stock Exchange, we make the following disclosures: Board Composition The Board’s composition prioritizes a broad range of perspectives, emphasizing relevant professional experience and industry knowledge aligned with our strategic objectives. As required to be presented in accordance with UK Listing Rule 14.3.30R, as of December 31, 2025 , the Board’s composition did not align with the UK Listing Rules’ numerical targets relating to gender and ethnic representation. At that date, women comprised 17% of the Board, no woman held a senior Board position (defined as Chief Executive Officer, Senior Independent Director, Chair of Board, or Chief Financial Officer; although it is noted that a woman chaired two of the Company’s committees), and there was no director from a minority ethnic background. Board and Executive Management Composition As required to be presented in accordance with UK Listing Rule 14.3.30R(2) as of December 31, 2025 : Number of Board Members Percentage of the Board Number of Senior Positions on the Board (Defined under UK Listing Rules as CEO, CFO, SID & Chair) (a) Number of Executive Management Percentage of Executive Management Gender Identity or Sex (a) Male 5 83% 2 6 100% Female 1 17% 0 0 0% Other categories 0 0% 0 0 0% Not specified/prefer not to say 0 0% 0 0 0% Ethnic Background White British or other White (including minority-white groups) 6 100% 2 6 100% Mixed/Multiple Ethnic Groups 0 0% 0 0 0% Asian/Asian British 0 0% 0 0 0% Black/African/Caribbean/ Black British 0 0% 0 0 0% Other ethnic group, including Arab 0 0% 0 0 0% Not specific/prefer not to say 0 0% 0 0 0% (a) Data reported on the basis of gender identity. The Board’s Directors are from the U.S. as well as the UK, bringing a range of domestic and international experience to the Board. The Board’s diverse range of experience and expertise covers not only a wealth of experience of operating in the natural gas and oil industry but also extensive technical, operational, financial, legal and environmental expertise. 17 Table of Contents Form 10-K Diversified Energy Company Other Regulatory UK Disclosures As a company admitted to listing on the Equity Shares (International Commercial Companies Secondary Listing) category of the Official List of the Financial Conduct Authority and to trading on the Main Market of the London Stock Exchange, the Company is required to make certain disclosures under the U.K. Listing Rules (the “UKLRs”) and the Disclosure, Guidance and Transparency Rules (the “DTRs”). Set out below are details of where such disclosures can be found: • As required under DTR 7.2, the Company’s Corporate Governance Statement is available on its website at https:// www.div.energy/about-us/corporate-governance/; • As required under UKLR 14.3.30R, the UK Board Diversity Statement and associated numerical data can be found in the Board and Executive Management Composition section herein; • In accordance with UKLR 14.3.24R, the Company will include in its 2025 Sustainability Report weather-related disclosures consistent with the four recommendations and the eleven recommended disclosures set out in Figure 4 of Section C of the report entitled “Recommendations of the Task Force on Climate-related Financial Disclosures” published in June 2017 by the Task Force on Climate-related Financial Disclosures. For ease of review and given the detailed and technical content of these disclosures, the Company considered the 2025 Sustainability Report to be the most appropriate location for the disclosures. • The 2025 Sustainability Report provides an overview of our commitments to responsible conduct and sustainable business practices, as well as our sustainability priorities. It will be made available on our website; and • As required under DTR 4.1.12R, each member of the Board of Directors of the Company confirms that to the best of their knowledge: (a) The consolidated financial statements, prepared in accordance with U.S. GAAP, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and its wholly-owned subsidiaries taken as a whole; and (b) Management’s discussion and analysis of financial condition and results of operations includes a fair review of the development and performance of the business and the position of the Company and its wholly-owned subsidiaries taken as a whole, together with a description of the risks and uncertainties that they face.