Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Market and Stockholders
Our common stock is traded on the New York Stock Exchange under the symbol DEC. In the United Kingdom, our common stock is
traded on the London Stock Exchange. As of February 25, 2026 , there were 160 holders of record of our common stock.
Equity Compensation Plan Information
The information required by this item is incorporated herein by reference to our definitive proxy statement which will be filed with the
SEC within 120 days after December 31, 2025 .
Repurchases of Common Stock
Following are our monthly share repurchases of common stock for the quarter ended December 31, 2025 :
Period
Total Number of Shares
Purchased (a)
Average Price Paid Per
Share (a)
Total Number of Shares
Purchased as Part of
Publicly Announced Plans
or Programs
Maximum Number of
Shares That May Yet Be
Purchased Under the
Plans or Programs
October
358,236
$ 13.86
358,236
4,312,612
November
747,720
$ 14.16
126,791
4,185,821
December
1,482,842
$ 14.23
1,415,549
2,770,272
Total
2,588,798
$ 14.08
1,900,576
(a) Inclusive of shares repurchased by the Employee Benefit Trust (“EBT”). Refer to Note 11 in the Notes to the Consolidated
Financial Statements for additional information .
All repurchases of common stock were made using cash on hand and liquidity at the time of purchase . Our repurchases of common
stock may occur through open market purchases, private transactions, or pursuant to a Rule 10b5-1 trading plan.
At the 2025 Annual General Meeting on April 9, 2025 , our stockholders approved a stock repurchase program authorizing the
Company to repurchase up to a maximum of 8,099,015 shares. This stock repurchase program (the “2025 Repurchase Program”)
commenced upon approval and authorized the repurchase of common stock until the conclusion of the 2026 Annual General Meeting
of the Company or June 30, 2026, whichever is earlier.
On February 25, 2026 , the Board approved a stock repurchase program (the “2026 Repurchase Program”) authorizing the Company to
repurchase up to 7,800,000 shares, representing approximately 10% of the Company’s issued shares (including those held by the EBT)
as of February 25, 2026 . The 2026 Repurchase Program replaces the 2025 Repurchase Program and authorizes the repurchase of
common stock through March 1, 2027 . Repurchases of common stock under the program may be made, from time to time, in privately
negotiated transactions, in open market transactions, or by other means, including through trading plans intended to qualify under Rule
10b-18 and/or Rule 10b5-1 of the U.S. Securities Exchange Act of 1934, as amended. The amount and timing of any repurchases
made under the program will be in the Company’s sole discretion and will depend on a variety of factors, including legal
requirements, market conditions, other investment opportunities, available liquidity, and the prevailing market price of the common
stock. The program does not obligate the Company to repurchase any dollar amount or number of shares of common stock, and the
program may be suspended or discontinued at any time at the Company’s discretion.
Dividends
The declaration and payment of dividends are determined by our Board of Directors, subject to applicable laws and contractual
restrictions. While we have a recent history of paying regular quarterly dividends of $0.29 per share, future dividends are not
guaranteed and may vary in amount or be discontinued at any time.
Dividends are waived on shares held in the EBT. Refer to Note 11 in the Notes to the Consolidated Financial Statements for additional
information .
Our ability to pay dividends is subject to certain restrictions under our Credit Facility and other debt agreements. Refer to Note 15 in
the Notes to the Consolidated Financial Statements for additional information .
The payment of future dividends will depend on a number of factors, including our financial condition, results of operations, cash
requirements, and other considerations deemed relevant by the Board of Directors.
37
Table of Contents
Form 10-K
Diversified Energy Company
Recent Sales of Unregistered Securities
On March 14, 2025, the Company issued 21,194,213 shares of common stock in connection with its acquisition of Maverick Natural
Resources.
On November 24, 2025, the Company issued 3,718,209 shares of common stock in connection with its acquisition of Canvas Energy
Inc.
The issuance of these shares were made in reliance on the exemption from the registration requirements of the Securities Act of 1933,
as amended, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving a public offering.
Stock Performance Graph
The following graph compares the cumulative Total Shareholder Return (“ TSR”) on our common stock with the cumulative total
return of the Russell 3000 Index and the 2025 Self-Constructed Peer Group for the five-year period ended December 31, 2025 . The
graph assumes $100 invested on December 31, 2020 , in each of our common stock, the Russell 3000 Index , and the 2025 Self-
Constructed Peer Group , and that all dividends were reinvested.
TSR is based on a $100 investment on December 31, 2020 and assumes that dividends were reinvested on the day of issuance.
2020
2021
2022
2023
2024
2025
Diversified Energy Company, Inc.
$ 100.00
$ 93.07
$ 100.47
$ 63.18
$ 76.28
$ 73.98
Russell 3000 Index
$ 100.00
$ 124.00
$ 98.61
$ 122.23
$ 151.47
$ 174.97
2025 Self-Constructed Peer Group
(a)
$ 100.00
$ 160.70
$ 242.30
$ 243.23
$ 336.91
$ 350.63
(a) The 2025 Self-Constructed Peer Group includes the following companies: BKV Corporation, CNX Resources Corporation,
Gulfport Energy Corporation, Infinity Natural Resources, Inc., Mach Natural Resources LP, Northern Oil and Gas, Inc., Range
Resources Corporation, EQT Corporation, Expand Energy Corporation, Antero Resources Corporation, and Comstock
Resources, Inc.
Item 6. [Reserved]