Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
55
Consolidated Financial Statements
57
Consolidated Balance Sheets
57
Consolidated Statements of Comprehensive Income (Loss)
58
Consolidated Statements of Changes in Stockholders' Equity
59
Consolidated Statements of Cash Flows
60
Notes to the Financial Statements
61
Supplemental Natural Gas & Oil Information (Unaudited)
96
55
Table of Contents
Form 10-K
Diversified Energy Company
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Diversified Energy Company
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Diversified Energy Company and its subsidiaries (the "Company")
as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in stockholders’
equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively
referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as
of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of
the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the
period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in
our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31,
2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s
Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the
Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable
basis for our opinions.
As described in Management’s Annual Report on Internal Control Over Financial Reporting, management has excluded Canvas
Energy Inc. (Canvas) from its assessment of internal control over financial reporting as of December 31, 2025 because it was acquired
by the Company during 2025. We have also excluded Canvas from our audit of internal control over financial reporting. Canvas is a
wholly-owned subsidiary whose total assets and revenues represent approximately 9% and 1%, respectively, of the related
consolidated financial statement amounts as of and for the year ended December 31, 2025.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
56
Table of Contents
Form 10-K
Diversified Energy Company
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are
material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or
on the accounts or disclosures to which it relates.
The Impact of Proved Developed Natural Gas, Oil, and Natural Gas Liquids (NGL) Reserves on Natural Gas and Oil Properties, Net
As described in Notes 2 and 6 to the consolidated financial statements, the Company's natural gas and oil properties, net balance was
$4.5 billion as of December 31, 2025, and the related depreciation, depletion and amortization expense for the year ended December
31, 2025 was $339.2 million, both of which substantially related to proved developed natural gas, oil, and NGL reserves. Natural gas
and oil properties are accounted for using the successful efforts method of accounting. Depletion of capitalized costs for proved
natural gas, oil and NGL reserves is calculated using the unit-of-production method. Leasehold costs are depleted over total proved
reserves in the relevant area, while costs associated with production and development wells are depleted over proved developed
producing reserves. In estimating proved natural gas, oil and NGL reserves, management depends on the interpretation and judgment
of engineering and production data, as well as the use of certain economic data such as commodity prices, operating expenses, capital
expenditures, and taxes. As disclosed by management, the Company’s reserves estimates are generally based on extrapolation of
historical production trends. The Company's internal staff of petroleum engineers and geoscience professionals work with the third-
party reserve engineers (together referred to as "management's specialists").
The principal considerations for our determination that performing procedures relating to the impact of proved developed natural gas,
oil and NGL reserves on natural gas and oil properties, net is a critical audit matter are (i) the significant judgment by management,
including the use of management's specialists, when developing the estimates of proved developed natural gas, oil and NGL reserves,
which are derived using historical production volumes and (ii) a high degree of auditor judgment, subjectivity, and effort in
performing procedures and evaluating audit evidence related to the data, specifically historical production volumes, methods, and
assumptions used by management and its specialists in developing the estimates of proved developed natural gas, oil and NGL
reserves.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion
on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management's
estimates of proved developed natural gas, oil and NGL reserves. The work of management's specialists was used in performing the
procedures to evaluate the reasonableness of the estimates of proved developed natural gas, oil and NGL reserves. As a basis for using
this work, the specialists' qualifications were understood and the Company's relationship with the specialists was assessed. The
procedures performed also included (i) evaluating the methods and assumptions used by the specialists; (ii) testing the completeness
and accuracy of the data used by the specialists related to historical production volumes; and (iii) evaluating the specialists' findings
related to estimated future production volumes by comparing the estimate to relevant historical and current period production volumes,
as applicable.
/s/ PricewaterhouseCoopers LLP
Birmingham, Alabama
February 26, 2026
We have served as the Company’s auditor since 2020.
57
Table of Contents
Consolidated Balance Sheets
Diversified Energy Company
As of December 31,
(In thousands, except par and share data)
2025
2024
ASSETS
Current assets:
Cash and cash equivalents
$ 29,697
$ 5,990
Restricted cash
21,750
11,426
Accounts receivable, net
408,399
234,421
Derivatives
153,150
33,759
Prepaid expenses and other current assets
37,166
18,668
Total current assets
$ 650,162
$ 304,264
Noncurrent assets:
Natural gas and oil properties (successful efforts method):
Proved natural gas and oil properties
$ 5,808,908
$ 3,807,670
Unproved natural gas and oil properties
19,804
7,266
Accumulated depletion
( 1,320,953 )
( 981,715 )
Natural gas and oil properties, net
4,507,759
2,833,221
Property, plant, and equipment, net
446,022
425,763
Restricted cash
93,663
34,843
Deferred tax assets
287,135
271,212
Other assets
184,218
87,507
Total assets
$ 6,168,959
$ 3,956,810
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
$ 81,814
$ 35,013
Accrued liabilities
193,742
95,366
Revenue to be distributed
240,125
172,309
Current portion of long-term debt, net
236,553
209,463
Derivatives
155,959
163,676
Other current liabilities
167,501
101,285
Total current liabilities
$ 1,075,694
$ 777,112
Noncurrent liabilities:
Asset retirement obligations
$ 863,841
$ 619,185
Long-term debt, net
2,715,461
1,495,468
Derivatives
440,567
608,869
Other liabilities
78,406
44,219
Total liabilities
$ 5,173,969
$ 3,544,853
Commitments and contingencies ( Note 19 )
Stockholders' equity:
Common stock ( $ 0.01 par value; 350,000,000 shares authorized; 76,979,625 and
50,649,844 shares issued and outstanding)
$ 769
$ 14,595
Additional paid in capital
1,491,719
1,145,889
Accumulated other comprehensive income (loss)
( 583 )
( 935 )
Retained earnings (accumulated deficit)
( 507,847 )
( 759,471 )
Total stockholders' equity attributable to DEC
$ 984,058
$ 400,078
Noncontrolling interests
10,932
11,879
Total stockholders' equity
$ 994,990
$ 411,957
Total liabilities and stockholders' equity
$ 6,168,959
$ 3,956,810
The accompanying notes are an integral part of the Consolidated Financial Statements .
58
Table of Contents
Consolidated Statements of Comprehensive Income (Loss)
Diversified Energy Company
For the Year Ended December 31,
(In thousands, except share and per share data)
2025
2024
2023
Revenue
Natural gas
$ 830,247
$ 464,600
$ 557,167
NGLs
207,868
150,513
141,321
Oil
500,706
117,146
103,911
Total commodity revenue
$ 1,538,821
$ 732,259
$ 802,399
Gain (loss) on derivatives
217,687
( 37,551 )
1,080,516
Midstream
40,492
32,535
30,565
Other
32,142
30,047
35,300
Total revenue
$ 1,829,142
$ 757,290
$ 1,948,780
Operating expense
Lease operating expense
$ ( 457,593 )
$ ( 231,651 )
$ ( 213,078 )
Production taxes
( 86,709 )
( 36,043 )
( 61,474 )
Midstream operating expense
( 79,185 )
( 72,098 )
( 71,307 )
Transportation expense
( 115,267 )
( 90,461 )
( 96,218 )
Accretion of asset retirement obligation
( 48,607 )
( 28,464 )
( 23,903 )
General and administrative expense
( 167,626 )
( 129,745 )
( 128,626 )
Depreciation, depletion and amortization
( 412,506 )
( 291,995 )
( 273,316 )
Gain (loss) on natural gas and oil properties and equipment
73,368
26,069
28,124
Total operating expense
$ ( 1,294,125 )
$ ( 854,388 )
$ ( 839,798 )
Income (loss) from operations
$ 535,017
$ ( 97,098 )
$ 1,108,982
Other income (expense)
Gain (loss) on sale of equity interest
$ —
$ —
$ 11,065
Interest expense
( 209,967 )
( 136,801 )
( 130,859 )
Loss on debt extinguishment
( 26,971 )
( 16,377 )
—
Other income (expense)
3,270
2,338
385
Income (loss) before taxation
$ 301,349
$ ( 247,938 )
$ 989,573
Income tax benefit (expense)
40,550
144,845
( 239,184 )
Net income (loss)
$ 341,899
$ ( 103,093 )
$ 750,389
Other comprehensive income (loss)
352
( 1,822 )
( 270 )
Total comprehensive income (loss)
$ 342,251
$ ( 104,915 )
$ 750,119
Net income (loss) attributable to:
DEC
$ 341,115
$ ( 104,365 )
$ 748,706
Noncontrolling interest
784
1,272
1,683
Net income (loss)
$ 341,899
$ ( 103,093 )
$ 750,389
Earnings (loss) per share attributable to DEC
Basic
$ 4.67
$ ( 2.17 )
$ 15.87
Diluted
$ 4.58
$ ( 2.17 )
$ 15.76
Weighted average shares outstanding
Basic
72,969,687
48,031,916
47,165,380
Diluted
74,478,592
48,031,916
47,514,521
The accompanying notes are an integral part of the Consolidated Financial Statements .
59
Table of Contents
Consolidated Statements of Changes in Stockholders’ Equity
Diversified Energy Company
Common Stock
(In thousands, except share data)
Shares
Amount
Additional
Paid in
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Retained
Earnings
(Accumulated
Deficit)
Total
Stockholders'
Equity
Attributable
to DEC
Noncontrolling
Interest
Total
Stockholders
' Equity
Balance as of January 1, 2023
41,446,773
$ 12,336
$ 927,062
$ 1,157
$ ( 1,145,173 )
$ ( 204,618 )
$ 14,964
$ ( 189,654 )
Net income (loss)
—
—
—
—
748,706
748,706
1,683
750,389
Other comprehensive income (loss)
—
—
—
( 270 )
—
( 270 )
—
( 270 )
Issuances of common stock
6,756,451
1,555
155,233
—
—
156,788
—
156,788
Repurchases of common stock
( 646,762 )
( 161 )
( 10,887 )
—
—
( 11,048 )
—
( 11,048 )
Share-based compensation
—
—
6,037
—
( 2,990 )
3,047
—
3,047
Dividends declared
—
—
567
—
( 168,041 )
( 167,474 )
—
( 167,474 )
Distributions to noncontrolling
interest owners
—
—
—
—
—
—
( 4,043 )
( 4,043 )
Balance as of December 31, 2023
47,556,462
$ 13,730
$ 1,078,012
$ 887
$ ( 567,498 )
$ 525,131
$ 12,604
$ 537,735
Net income (loss)
—
—
—
—
( 104,365 )
( 104,365 )
1,272
( 103,093 )
Other comprehensive income (loss)
—
—
—
( 1,822 )
—
( 1,822 )
—
( 1,822 )
Issuances of common stock
4,731,412
1,185
54,518
—
—
55,703
—
55,703
Repurchases of common stock
( 1,638,030 )
( 320 )
( 20,809 )
—
—
( 21,129 )
—
( 21,129 )
Share-based compensation
—
—
10,003
—
( 3,744 )
6,259
—
6,259
Dividends declared
—
—
24,165
—
( 83,864 )
( 59,699 )
—
( 59,699 )
Distributions to noncontrolling
interest owners
—
—
—
—
—
—
( 1,997 )
( 1,997 )
Balance as of December 31, 2024
50,649,844
$ 14,595
$ 1,145,889
$ ( 935 )
$ ( 759,471 )
$ 400,078
$ 11,879
$ 411,957
Net income (loss)
—
—
—
—
341,115
341,115
784
341,899
Other comprehensive income (loss)
—
—
—
352
—
352
—
352
Issuances of common stock
33,666,817
7,657
416,468
—
—
424,125
—
424,125
Repurchases of common stock
( 7,337,036 )
( 1,153 )
( 99,063 )
—
—
( 100,216 )
—
( 100,216 )
Share-based compensation
—
—
12,615
—
( 4,486 )
8,129
—
8,129
Dividends declared
—
—
( 4,520 )
—
( 85,005 )
( 89,525 )
—
( 89,525 )
Distributions to noncontrolling
interest owners
—
—
—
—
—
—
( 1,731 )
( 1,731 )
U.S. Domestication
—
( 20,330 )
20,330
—
—
—
—
—
Balance as of December 31, 2025
76,979,625
$ 769
$ 1,491,719
$ ( 583 )
$ ( 507,847 )
$ 984,058
$ 10,932
$ 994,990
The accompanying notes are an integral part of the Consolidated Financial Statements .
60
Table of Contents
Consolidated Statements of Cash Flows
Diversified Energy Company
For the Year Ended December 31,
(In thousands)
2025
2024
2023
Cash flows from operating activities:
Net income (loss)
$ 341,899
$ ( 103,093 )
$ 750,389
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
Depreciation, depletion and amortization
412,506
291,995
273,316
Accretion of asset retirement obligations
48,607
28,464
23,903
Income tax (benefit) expense
( 40,550 )
( 144,845 )
239,184
(Gain) loss on derivatives
( 217,687 )
37,551
( 1,080,516 )
Cash proceeds (payments) on settlement of derivatives
23,844
151,479
174,821
Settlement of asset retirement costs
( 28,088 )
( 8,375 )
( 5,961 )
(Gain) loss on natural gas and oil properties and equipment
( 73,368 )
( 26,069 )
( 28,124 )
(Gain) loss on sale of equity interest
—
—
( 11,065 )
Loss on early retirement of debt
26,971
16,377
—
Derivative modifications
—
—
26,686
Non-cash share-based compensation
10,398
8,286
6,494
Other
15,729
15,536
16,005
Changes in working capital:
Accounts receivable, net
2,594
( 18,645 )
107,274
Other assets
( 8,753 )
( 7,799 )
4,452
Accounts payable
( 16,966 )
( 17,523 )
( 38,328 )
Other liabilities
( 32,517 )
( 2,689 )
( 167,099 )
Net cash provided by operating activities
$ 464,619
$ 220,650
$ 291,431
Cash flows from investing activities:
Consideration for business acquisitions, net of cash acquired
$ ( 329,709 )
$ —
$ —
Consideration for asset acquisitions, net of cash acquired
( 477,445 )
( 282,335 )
( 262,329 )
Proceeds from divestitures
171,586
68,723
92,487
Capital expenditures
( 184,600 )
( 52,100 )
( 74,252 )
Deferred consideration payments
—
( 1,050 )
( 2,620 )
Net cash (used in) investing activities
$ ( 820,168 )
$ ( 266,762 )
$ ( 246,714 )
Cash flows from financing activities:
Repayment of borrowings
$ ( 2,433,296 )
$ ( 1,653,489 )
$ ( 1,547,912 )
Proceeds from borrowings
3,172,533
1,844,768
1,537,231
Prepayment charge on early retirement of debt
—
( 1,752 )
—
Debt issuance costs
( 35,166 )
( 20,267 )
( 13,776 )
Hedge modifications associated with ABS Notes
( 171,134 )
—
( 6,376 )
Proceeds from equity issuance, net
117,468
—
156,788
Proceeds from lease modifications
—
8,568
—
Principal element of lease payments
( 15,816 )
( 12,473 )
( 10,263 )
Dividends to stockholders
( 85,005 )
( 83,864 )
( 168,041 )
Distributions to noncontrolling interest owners
( 1,731 )
( 1,996 )
( 4,043 )
Repurchases of common stock (stock repurchase program)
( 76,753 )
( 15,901 )
( 11,048 )
Repurchases of common stock by the EBT, net
( 22,700 )
( 5,228 )
—
Net cash provided by (used in) financing activities
$ 448,400
$ 58,366
$ ( 67,440 )
Net change in cash, cash equivalents and restricted cash
92,851
12,254
( 22,723 )
Cash, cash equivalents and restricted cash, beginning of period
52,259
40,005
62,728
Cash, cash equivalents and restricted cash, end of period
$ 145,110
$ 52,259
$ 40,005
Cash and cash equivalents
29,697
5,990
3,753
Restricted cash
115,413
46,269
36,252
Total cash, cash equivalents and restricted cash
$ 145,110
$ 52,259
$ 40,005
The accompanying notes are an integral part of the Consolidated Financial Statements .
61
Table of Contents
Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
Index to the Notes to the Consolidated Financial Statements
Note 1 - Nature of the Business
61
Note 13 - Asset Retirement Obligations
84
Note 2 - Summary of Significant Accounting Policies
61
Note 14 - Leases
85
Note 3 - Acquisitions & Divestitures
68
Note 15 - Borrowings
86
Note 4 - Income Tax
71
Note 16 - Accounts Payable & Accrued Liabilities
92
Note 5 - Earnings (Loss) Per Share
74
Note 17 - Other Liabilities
92
Note 6 - Natural Gas & Oil Properties
75
Note 18 - Fair Value
93
Note 7 - Property, Plant & Equipment
75
Note 19 - Commitments & Contingencies
94
Note 8 - Derivatives
76
Note 20 - Supplemental Cash Flow Information
95
Note 9 - Accounts Receivable
80
Note 21 - Supplemental Quarterly Financial Information
95
Note 10 - Other Assets
81
Note 22 - Subsequent Events
95
Note 11 - Stockholders' Equity
81
Supplemental Natural Gas & Oil Information (Unaudited)
96
Note 12 - Compensation Plans
82
Note 1 - Nature of the Business
Diversified Energy Company , a Delaware corporation, and its wholly owned subsidiaries (collectively, the “Company”) is an
independent energy company engaged in the production, transportation and marketing of natural gas, oil and NGLs. The Company’s
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.
The Company is incorporated in the United States. Previously, the Company operated as a public limited company under UK law,
with its shares listed on the London Stock Exchange (“LSE”) since 2017. In December 2023, the Company’s shares were also
admitted to trading on the New York Stock Exchange (NYSE) under the ticker “DEC.” Following the Company’s U.S. Domestication,
its principal trading market is now the NYSE, although its shares continue to be listed on the LSE under the Equity Shares
(International Commercial Companies Secondary Listing) category.
On November 21, 2025 , Diversified Energy Company PLC, a public company limited by shares, incorporated under the laws of
England and Wales, completed the U.S. Domestication, which was approved by the shareholders of Diversified Energy Company
PLC, resulting in Diversified Energy Company, a Delaware corporation, becoming our publicly traded parent company (the “U.S.
Domestication”). Diversified Energy Company PLC’s stockholders and the High Court of Justice of England and Wales approved the
scheme of arrangement effecting the U.S. Domestication. Effective after the close of market trading on November 21, 2025 , all issued
and outstanding common stock of Diversified Energy Company PLC were exchanged on a one -for-one basis for newly issued shares
of corresponding common stock of Diversified Energy Company, and all issued and outstanding equity awards of Diversified Energy
Company PLC were assumed by Diversified Energy Company and were converted into rights to acquire Diversified Energy Company
shares of common stock on the same terms. The common stock of Diversified Energy Company began trading on November 24, 2025
(the first trading day following the U.S. Domestication), and the Company’s trading symbol on NYSE remained unchanged as “DEC.”
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation
The Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United
States (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries . All intercompany balances and
transactions have been eliminated in consolidation. Noncontrolling interests in subsidiaries are presented as a separate component of
equity in the Consolidated Financial Statements .
Use of Estimates
The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the
date of the Consolidated Financial Statements , as well as the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Significant estimates include the quantities of proved natural gas and oil reserves. Reservoir engineering is a subjective process, and
there are numerous uncertainties inherent in estimating quantities of proved reserves. The accuracy of any reserves estimate depends
62
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
on the quality of available data and the interpretation and judgment of engineering and geological information. As a result, actual
quantities recovered may differ from estimated reserves.
Other items subject to estimates and assumptions include valuation of assets acquired and liabilities assumed in a business
combination, the carrying amounts of natural gas and oil properties, property, plant and equipment, the valuation of certain
derivatives, asset retirement obligations, and valuation allowances for deferred income tax assets, among others. Management believes
these estimates are reasonable, however, actual results could differ from these estimates.
Segment Reporting
In accordance with ASC 280, Segment Reporting , the Company establishes operating segments based on the components of the
business that are regularly reviewed by the chief executive officer, who serves as the chief operating decision maker (“CODM”), for
the purposes of allocating resources and assessing performance. The CODM evaluates the Company’s operations in a consolidated and
complementary manner, with a focus on vertical integration and margin improvement. As of December 31, 2025 , the Company
considered each of the operating areas in aggregate to represent a single reportable segment due to the similar nature of the exploration
and production business across the Company.
The CODM uses consolidated net income (loss), for purposes of allocating resources and in assessing the Company’s operating
performance. Additionally, the CODM is regularly provided information on lease operating expense, transportation expense,
production taxes, and general and administrative expense, which are significant segment expenses. Other segment items primarily
consist of depreciation, depletion and amortization, interest expense, and income tax expense (benefit). The Company’s significant
segment expenses and other segment items are derived from, and can be found within the Consolidated Statements of Comprehensive
Income (Loss) .
The measure of segment assets is total assets as reported on the Consolidated Balance Sheets . As of December 31, 2025 and 2024 the
Company’s total assets were $ 6.2 billion and $ 4.0 billion , respectively. Additionally, in analyzing company performance, the CODM
reviews capital expenditures. During the years ended December 31, 2025 , 2024 and 2023, the Company’s capital expenditures wer e
$ 185 million , $ 52 million , and $ 74 million , respectively.
Cash and Cash Equivalents
Cash and cash equivalents consist of highly liquid investments with an original maturity of three months or less. The Company maintains cash
balances at financial institutions, which at times may exceed federally insured limits. The Company has not experienced any losses in such
accounts and believes it is not exposed to any significant credit risk related to cash and cash equivalents.
R estricted Cash
The Company classifies cash as restricted when its withdrawal or use is limited by contractual or regulatory requirements. Restricted
cash consists of amounts held on deposit for specific purposes and is not available for general corporate use. Restricted cash is
presented as either a current or noncurrent asset, based on the expected timing of the related obligations.
Restricted cash includes:
• Amounts held as collateral for surety bonds or required by state agencies for well abandonment obligations.
• Cash reserves required for interest payments and fees related to the Company’s asset-backed securitizations, which are
managed by an independent indenture trustee.
The Company does not include restricted cash in cash and cash equivalents, as these funds are not available for immediate use.
As of
(in thousands)
December 31, 2025
December 31, 2024
Cash restricted by asset-backed securitizations
$ 98,681
$ 45,880
Other restricted cash
16,732
389
Total restricted cash
$ 115,413
$ 46,269
Classified as:
Current asset
$ 21,750
$ 11,426
Noncurrent asset
93,663
34,843
Total
$ 115,413
$ 46,269
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
Business Combinations and Asset Acquisitions
The Company accounts for business combinations and asset acquisitions in accordance with ASC 805, Business Combinations . For
each transaction, management evaluates whether the acquired set of assets and activities constitutes a business by first applying the
screen test. If substantially all of the fair value of the gross assets acquired is concentrated in a single asset or group of similar assets,
the transaction is accounted for as an asset acquisition. If the screen test is not met, the Company performs an evaluation to determine
if the minimum required inputs and processes exist in order to be accounted for as a business combination.
For business combinations, the acquisition method is applied, and identifiable assets acquired and liabilities assumed are generally
recognized at their acquisition-date fair values. The excess of the purchase price over the fair value of net identifiable assets is
recorded as goodwill; if the fair value of net assets exceeds the purchase price, a gain on bargain purchase is recognized in earnings
after reassessment. Noncontrolling interests are measured at fair value. Transaction costs are expensed as incurred.
For asset acquisitions, the purchase price, including transaction costs, is allocated to the acquired assets and liabilities based on relative
fair values. Goodwill is not recognized, and any excess of net asset value over purchase price is not recorded as a gain. Changes in
contingent consideration are generally recognized as adjustments to the asset basis.
The determination and allocation of fair values, as well as the assessment of whether an acquisition constitutes a business, require
significant management judgment and the use of estimates, including valuation techniques, discount rates, and assumptions about
future cash flows. For business combinations, provisional fair value amounts may be adjusted during the measurement period, not to
exceed one year from the acquisition date, if new information becomes available.
Inventory
Inventory consists primarily of natural gas and materials and supplies used in the Company’s operations. Inventory is stated at the
lower of cost or net realizable value, with cost determined using the weighted average cost method. Net realizable value represents the
estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.
As of December 31, 2025 and 2024 , inventory balances were not material to the Consolidated Financial Statements and are included
within “other current assets” on the Consolidated Balance Sheets .
Accounts Receivable
Accounts receivable primarily consist of receivables from sales of natural gas and oil production delivered to purchasers and
receivables due from joint interest owners on properties the Company operates.
Accounts receivable are stated at amounts due from joint interest owners or purchasers, net of an allowance for expected credit losses.
The Company evaluates the financial condition of customers before extending credit and does not typically require collateral. The
allowance for credit losses is determined using the Current Expected Credit Losses (“CECL”) model, which considers historical loss
experience, current economic conditions, and reasonable forecasts of future conditions. The Company reviews the adequacy of the
allowance regularly and adjusts it as necessary. Adjustments to the allowance are recognized in the Consolidated Statement of
Operations.
As of December 31, 2025 and 2024 , the Company recorded an allowance for credit losses of $ 36 million and $ 16 million ,
respectively. Refer to Note 9 for additional information.
Borrowings
Borrowings are initially recognized at the fair value of proceeds received, net of directly attributable transaction costs. Subsequently,
borrowings are carried at amortized cost, with transaction costs, discounts, and premiums amortized over the term of the borrowings
using the effective interest method. Interest expense is recognized in the Consolidated Statements of Comprehensive Income (Loss)
based on the effective interest rate applicable to each class of borrowing. Refer to Note 15 for additional information.
Derivatives
The Company utilizes derivatives, such as swaps and collars, to manage risks associated with commodity price volatility and the
resulting unpredictability of cash flows. These contracts are settled financially each month and do not involve physical delivery of
commodities. Management is responsible for the oversight and application of the Company’s derivative accounting policies.
Derivative contracts are initially recognized at fair value on the contract date and remeasured to fair value at each reporting date in
accordance with U.S. GAAP. Derivatives reflected as current in the consolidated balance sheets represent the estimated fair value of
derivatives scheduled to settle over the next 12 months based on market prices/rates as of the respective balance sheet dates. Cash
settlements of derivatives are generally classified as operating cash flows unless the derivatives are deemed to contain, for accounting
purposes, a significant financing element at contract inception, in which case these cash settlements are classified as financing cash
flows in the accompanying consolidated statements of cash flows. Netting of derivative assets and liabilities is applied at each
reporting date when a legal right of offset exists under a master netting arrangement. All changes in fair value are recognized in the
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
Consolidated Statements of Comprehensive Income (Loss) under gain (loss) on derivatives in the period incurred. None of the
Company’s derivatives are designated as hedging instruments under ASC 815.
All derivatives are classified as Level 2 instruments under ASC 820, as their valuation relies on observable market inputs other than
quoted prices.
Additional information regarding the fair value of derivatives and the Company’s exposure to commodity price risk is provided in
Note 8 .
Natural Gas and Oil Properties
Natural gas and oil properties are accounted for using the successful efforts method of accounting.
Development & Acquisition Costs
Costs incurred to acquire mineral interests in properties, including purchases, leases, and related legal fees, are capitalized when
incurred. Expenditures for the construction, installation or completion of infrastructure facilities, such as platforms, and the drilling
and equipping of development wells, including delineation wells, are capitalized as part of natural gas and oil properties. The initial
cost of an asset includes its purchase price or construction cost, directly attributable costs necessary to bring the asset to operational
status, and the initial estimate of the asset retirement obligations.
Depletion
Depletion of capitalized costs for proved natural gas, oil and NGL reserves is calculated using the unit-of-production method.
Leasehold costs are depleted over total proved reserves in the relevant area, while costs associated with production and development
wells are depleted over proved developed producing reserves.
Fair Value of Acquired Properties
For business combinations, the Company determines the fair value of acquired natural gas and oil properties using the income
approach, which involves estimating future net cash flows based on future production volumes, production and development costs,
and forward commodity prices. These cash flows are discounted using a weighted average cost of capital and appropriate risk factors.
Proved Reserves
Proved reserves are the estimated volumes of natural gas, oil and NGLs that can be economically produced with reasonable certainty
from known reservoirs, given current economic conditions and operating methods.
To estimate these reserves, we depend on the interpretation and judgment of engineering and production data, along with certain
economic data such as commodity prices, operating expenses, capital expenditures, and taxes. Since many factors, assumptions, and
variables involved in estimating proved reserves can change over time, the estimates of natural gas, oil and NGL reserve volumes are
subject to revision.
Impairment of Natural Gas & Oil Properties
The Company reviews its natural gas and oil properties for impairment in accordance with ASC 360. Impairment indicators include
significant or prolonged declines in commodity prices, adverse changes in market conditions, downward revisions of reserve
estimates, or increases in operating costs. When indicators of impairment are present, the Company performs a recoverability test at
the field level by comparing the carrying value of the property to the undiscounted expected future net cash flows. If the carrying
value is not recoverable, an impairment loss is recognized to reduce the asset’s carrying value to its estimated fair value, determined
using discounted future net cash flows. For the years ended December 31, 2025 , 2024 , and 2023 , no impairment losses were recorded.
Impairment losses, when recognized, are reflected in the Consolidated Statements of Comprehensive Income (Loss) within the
appropriate functional category.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost, which includes the purchase price and all costs directly attributable to acquiring the asset
and preparing for its intended use. Costs may include installation, delivery, site preparation, and professional fees. Expenditures for major
renewals and improvements that extend the useful life of an asset are capitalized, while maintenance and repairs are expensed as incurred.
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, as follows:
Range in Years
Buildings and leasehold improvements
40
Equipment
5 - 10
Motor vehicles
5
Midstream assets
10 - 15
Other property and equipment
5 - 10
Assets held under finance leases (right-of-use assets) are depreciated over the shorter of the lease term or the estimated useful life of
the underlying asset, in accordance with ASC 842.
Software
The Company capitalizes certain costs incurred in the development or acquisition of software for internal use in accordance with ASC
350-40. Capitalization begins when the preliminary project stage is complete and management has authorized and committed to
funding the software project, and it is probable that the project will be completed and the software will be used as intended.
Capitalized costs include direct costs of materials and services, payroll and payroll-related costs for employees directly associated with
the project, and a reasonable allocation of overhead. Costs incurred during the application development stage are capitalized, while
costs incurred during the preliminary project stage and post-implementation/operation stage, including maintenance and training, are
expensed as incurred.
Software development costs acquired from third parties and controlled by the Company are capitalized when the software is ready for
its intended use. Capitalized software development costs are recorded as property, plant and equipment and depreciated on a straight-
line basis over their estimated useful lives, beginning when the software is placed in service.
The Company depreciates software on a straight-line basis over the estimated useful life of 3 years.
Noncontrolling Interests
Noncontrolling interests represent the portion of equity in subsidiaries not attributable to the Company’s stockholders and are
presented as a separate component of equity in the Consolidated Balance Sheets . The acquisition of a noncontrolling interest in a
subsidiary and the sale of an interest while retaining control are accounted for as transactions within equity and are reported within
noncontrolling interests in the consolidated financial statements.
During the years ended December 31, 2025 , 2024 and 2023 , the Company recorded net income attributable to noncontrolling interests
o f $ 0.8 million , $ 1.3 million and $ 1.7 million , respectively. As of December 31, 2025 and 2024 , the noncontrolling interests balance
w as $ 11 million and $ 12 million , re spectively. Distributions to noncontrolling interest owners w ere $ 1.7 million , $ 2.0 million and $ 4.0
million for the years ended December 31, 2025 , 2024 and 2023 , respectively. A reconciliation of the beginning and ending balances of
noncontrolling interests is provided in the Consolidated Statements of Changes in Stockholders' Equity .
Leases
The Company accounts for leases in accordance with ASC 842, Leases . At the commencement date of a lease, the Company
recognizes a right-of-use (“ROU”) asset and a lease liability for contracts that convey the right to control the use of an identified asset
for a period of time in exchange for consideration. The lease liability is initially measured at the present value of future lease
payments, discounted using the rate implicit in the lease, or if not readily determinable, the Company’s incremental borrowing rate.
The ROU asset is initially measured at cost, which includes the initial measurement of the lease liability, any lease payments made at
or before commencement, initial direct costs, and an estimate of costs to restore the underlying asset or site, as required by the lease.
Leases are classified as either finance or operating leases at inception. For finance leases, the Company recognizes interest expense on
the lease liability and amortization expense on the ROU asset separately. For operating leases, a single lease expense is recognized on
a straight-line basis over the lease term. The lease liability is subsequently measured at amortized cost, and the ROU asset is
depreciated over the shorter of the lease term or the useful life of the underlying asset. The Company remeasures the lease liability and
adjusts the ROU asset when certain events occur, such as changes in lease term or lease payments. The Company may elect not to
recognize ROU assets and lease liabilities for short-term leases. Refer to Note 14 for additional information.
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
Asset Retirement Obligations
When a liability exists for the retirement of a well, removal of production equipment, and site restoration at the end of a well’s
productive life, the Company recognizes an asset retirement liability. The amount recognized is the present value of estimated future
net expenditures, determined in accordance with our anticipated retirement plans and local conditions and requirements. The
unwinding of the discount on the decommissioning liability is included as accretion of the decommissioning provision. The cost of the
relevant property, plant and equipment asset is increased by an amount equivalent to the liability and depreciated on a unit of
production basis. The Company recognizes changes in estimates prospectively, with corresponding adjustments to the liability and the
associated noncurrent asset.
The costs associated with asset retirement obligations are inherently uncertain and can fluctuate due to various factors, such as changes
in legal requirements, the development of new restoration techniques, or experiences at other production sites. The expected timing
and amount of these expenditures can also vary, for instance, due to changes in reserves or modifications in laws and regulations or
their interpretation. Consequently, significant estimates and assumptions are necessary to determine the provision for asset retirement.
These assumptions include the costs to retire the wells, the Company’s retirement plan, an assumed inflation rate, and the discount
rate. Refer to Note 13 for additional information.
Income Tax
The Company makes certain estimates when calculating deferred tax assets and liabilities, as well as income tax expense. These
estimates often require judgment regarding the timing and recognition of differences of revenue and expenses for tax and financial
reporting purposes, as well as the tax basis of our assets and liabilities at the balance sheet date before tax returns are completed.
Additionally, the Company must evaluate the likelihood of recovering or utilizing its deferred tax assets and may record a valuation
allowance against these assets when it is not expected that they will be realized. In determining whether to apply a valuation
allowance, the Company considers evidence such as future taxable income, among other factors. This process involves numerous
judgments and assumptions, including estimates of commodity prices, production, and other operating conditions. If any of these
factors, assumptions, or judgments change, the deferred tax asset could be adjusted, particularly decreasing if it is determined that the
asset is unlikely to be realized. Conversely, a valuation allowance may be reversed if it is determined that the asset is likely to be
realized.
Deferred Income Tax
Deferred tax assets and liabilities arise from temporary differences between the tax bases of assets and liabilities and their carrying
amounts in the Consolidated Financial Statements . Deferred tax is determined using tax rates (and laws) that have been enacted or
substantively enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realized or the deferred
liability is settled.
Deferred tax assets are recognized to the extent that it is probable that the future taxable profit will be available against which the
temporary differences can be utilized. The Company offsets deferred tax assets and liabilities when it has a legally enforceable right to
set off current tax assets against current tax liabilities, provided that the deferred tax assets and liabilities relate to income taxes levied
by the same taxation authority.
Current Income Tax
Current income tax assets and liabilities for the years ended December 31, 2025 and 2024 were measured at the amounts to be
recovered from, or paid to, the taxation authorities. The tax rates (and laws) used to compute these amounts are those enacted or
substantively enacted at the reporting date in the jurisdictions where the Company operates and generates taxable income.
Uncertain Tax Positions
Management periodically evaluates positions taken in tax returns where applicable tax regulation is subject to interpretation and
considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Company measures its tax
balances based on either the most likely amount or the expected value, depending on which method better predicts the resolution of th e
uncertainty. Refer to Note 4 for additional information.
Revenue Recognition
The Company extracts and sells natural gas, NGLs and oil to a variety of customers. Additionally, the Company offers gathering and
transportation services, as well as asset retirement and other services to third parties.
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers . Revenue is recognized
when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration to which the
Company expects to be entitled in exchange for those goods or services. The Company applies the five-step model to all revenue
streams: (1) Identify the contract(s) with a customer; (2) Identify the performance obligations in the contract; (3) Determine the
transaction price; (4) Allocate the transaction price to the performance obligations; and (5) Recognize revenue when (or as) the
performance obligations are satisfied.
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
For commodity revenue, control is typically transferred at the delivery point (e.g., vessel, pipe, sales meter), which is when the
Company satisfies its performance obligation. Revenue is recognized based on the Company’s working interest and the terms of the
relevant contracts. Revenue from gathering, transportation, plugging, and water disposal services is recognized as the services are
performed, based on contractually agreed-upon prices and volumes. Revenue is presented net of sales taxes, excise duties, and similar
levies. The Company assesses whether it is acting as principal or agent in all arrangements and recognizes revenue accordingly.
Disaggregated revenue by major product and service line (including natural gas, NGLs, oil, midstream, and other revenue) is presented
on the face of the Consolidated Statement of Operations. These categories reflect the nature, timing, and uncertainty of revenue and
cash flows and are consistent with how management evaluates the business.
A significant portion of the Company’s accounts receivable stem from sales of natural gas, NGLs and oil. These receivables are
uncollateralized and typically collected within 30 to 60 days.
For the years ended December 31, 2025 , 2024 and 2023 , no single customer accounted for more than 10% of total revenues.
The Company operates in a single reportable segment, and all revenue is generated in the United States.
Share-Based Payments
The Company accounts for share-based payments in accordance with ASC 718, Compensation—Stock Compensation . All of the
Company’s share-based awards are equity-settled and measured at fair value on the grant date. The Company has three types of share-
based payment awards: RSUs, PSUs, and Options. The fair value of RSUs is measured using the stock price at the grant date. The fair
value of PSUs with market-based conditions is measured using a Monte Carlo simulation model, with inputs including share price at
grant date, expected volatility, expected dividends, risk-free rate of interest, and expected exercise patterns. The fair value of Options
is determined using the Black-Scholes model, with inputs including share price at grant date, exercise price, expected volatility, and
risk-free rate of interest. The grant date fair value of share-based awards is recognized as compensation expense over the requisite
service period, typically the vesting period. For awards with market-based conditions, expense is recognized regardless of whether the
condition is met. The Company accounts for forfeitures as they occur.
Recently Issued Accounting Standards Not Yet Adopted
The following accounting standards have been issued but are not yet effective and have not been applied in these financial statements:
ASU Number
Description
Effective Date
Impact on Financial Statements
ASU 2024-04
Debt—Debt with Conversion and Other Options
January 1, 2026
The Company is assessing the impact, but does
not expect a material effect.
ASU 2025-01
Income Statement—Reporting Comprehensive
Income—Expense Disaggregation Disclosures
January 1, 2027
The Company is currently assessing the impact
on its disclosures.
ASU 2025-05
Measurement of credit losses for accounts
receivable and contract assets from transactions
accounted for under Topic 606
January 1, 2026
The Company is assessing the impact, but does
not expect a material effect.
ASU 2025-06
Accounting for software costs that are accounted
for under Subtopic 350-40 (internal use
software)
January 1, 2028
The Company is assessing the impact, but does
not expect a material effect.
ASU 2025-07
Derivatives scope refinements and scope
clarification for share-based noncash
consideration from a customer in a revenue
contract
January 1, 2027
The Company is assessing the impact, but does
not expect a material effect.
ASU 2025-11
Interim financial statements and notes prepared
in accordance with GAAP
January 1, 2029
The Company is assessing the impact, but does
not expect a material effect.
The Company will adopt these standards on their respective effective dates. Based on preliminary assessment, the Company does not
expect the adoption of these to have a material impact on its consolidated financial statements.
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
Note 3 - Acquisitions & Divestitures
2025 Acquisitions
Canvas Energy Inc. (“Canvas”) Asset Acquisition
On November 24, 2025 , the Company acquired Canvas. The Company determined that substantially all of the fair value of the gross
assets acquired was concentrated in a single asset group; therefore, the transaction was accounted for as an asset acquisition. The
Company paid purchase consideration of $ 533 million , inclusive of customary purchase price adjustments. The purchase consideration
consisted of the issuance of 3,718,209 new common shares direct to the unitholders of Canvas and $ 399 million in cash, inclusive of
transaction costs of $ 13 million . As part of the acquisition, the Company paid off on the acquisition date the $ 81 million balance
outstanding on Canvas’s credit facility .
Refer to Notes 11 and 15 for additional information regarding stockholders’ equity and debt.
The fair value of the consideration transferred and the allocation to the assets acquired and liabilities assumed based on their relative
fair values as of November 24, 2025 were as follows:
Consideration paid
Cash consideration
$ 398,534
Fair value of common stock issued (a)
53,951
Payoff of existing credit facility
80,602
Total consideration
$ 533,087
Net assets acquired
Cash
$ 51,679
Natural gas and oil properties
553,329
Property, plant and equipment, net
3,097
Other noncurrent assets
773
Accounts receivable, net
22,515
Other current assets
6,323
Asset retirement obligations
( 10,963 )
Deferred tax liability
( 43,118 )
Other noncurrent liabilities
( 573 )
Accounts payable
( 8,625 )
Other current liabilities
( 41,350 )
Net assets acquired
$ 533,087
(a) The fair value of the common stock issued was based on the closing price of the Company’s common stock on November 24, 2025
of $ 14.51 . The fair value of our common stock is a Level 1 input as our stock price is a quoted price in an active market.
Maverick Natural Resources, LLC (“Maverick”) Business Combination
On March 14, 2025 , the Company acquired Maverick. The Company determined the transaction did not have a significant
concentration of assets and that it acquired an identifiable set of inputs, processes, and outputs. As a result, the Company concluded
the transaction was a business combination. The Company paid purchase consideration of approximately $ 666 million , inclusive of
customary purchase price adjustments. The purchase consideration consisted of the issuance of 21,194,213 new common shares direct
to the unitholders of Maverick and $ 211 million in cash. As part of the acquisition, the Company paid off on the acquisition date the
$ 202 million balance outstanding on Maverick’s credit facility and assumed $ 518 million of ABS Maverick Notes outstanding.
Transaction costs associated with the acquisition were $ 21 million and are included within G&A expense in the Consolidated
Statements of Comprehensive Income (Loss) . Refer to Notes 11 and 15 for additional information regarding stockholders’ equity and
debt .
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
The fair value of the consideration transferred and the provisional fair value amounts of the assets acquired and liabilities assumed as
of March 14, 2025 were as follows:
Consideration paid
Cash consideration
$ 210,753
Fair value of common stock issued (a)
253,270
Payoff of existing credit facility
201,533
Total consideration
$ 665,556
Net assets acquired
Cash
$ 20,894
Natural gas and oil properties
1,298,477
Property, plant and equipment, net
43,585
Restricted cash
62,048
Other noncurrent assets
28,861
Derivatives, net
4,829
Accounts receivable, net
153,205
Other current assets
14,695
Asset retirement obligations
( 179,528 )
Borrowings
( 518,394 )
Other noncurrent liabilities
( 38,915 )
Accounts payable
( 42,967 )
Accrued operating expenses
( 55,583 )
Revenues payable
( 44,306 )
Other current liabilities
( 81,345 )
Net assets acquired
$ 665,556
(a) The fair value of the common stock issued was based on the closing price of the Company’s common stock on March 14, 2025 of
$ 11.95 . The fair value of our common stock is a Level 1 input as our stock price is a quoted price in an active market.
The fair value of the natural gas and oil properties was based on estimated future production volumes, adjusted for risk characteristics
associated with the classification of the acquired reserves, and related future net cash flows discounted using a weighted average cost
of capital. The Company utilized NYMEX strip pricing adjusted for inflation. Management utilized the assistance of a third-party
valuation expert to estimate the fair value of the natural gas and oil properties acquired. The Company considers the discount rate,
commodity pricing, production and operating expense to be the assumptions most sensitive to the fair value of the acquired natural gas
and oil properties and represent Level 3 inputs, other than NYMEX strip pricing which represents a Level 1 input.
The following table summarizes the unaudited pro forma financial information of the Company as if the Maverick acquisition had
occurred on January 1, 2024 .
For the Year Ended December 31,
(in thousands, except per share data)
2025
2024
Revenues
$ 1,983,732
$ 1,544,576
Net income (loss)
358,945
( 180,495 )
Basic earnings (loss) per share
$ 4.92
$ ( 3.76 )
Diluted earnings (loss) per share
$ 4.82
$ ( 3.76 )
The unaudited pro forma information is not necessarily indicative of the operating results that would have occurred, nor is it
necessarily indicative of future operating results of the combined entities.
Summit Natural Resources, LLC (“Summit”) Asset Acquisition
On February 27, 2025 , the Company acquired certain upstream assets and related infrastructure within Virginia, West Virginia, and
Alabama of the Appalachian Region from Summit. Given the concentration of assets, this transaction was considered an asset
acquisition rather than a business combination. The Company paid purchase consideration of $ 42 million , inclusive of transaction
costs of $ 0.4 million and customary purchase price adjustments, substantially all of which was accounted for as natural gas and oil
properties. The transaction was funded through proceeds from the new ABS X Notes collateralized, in part, by the acquired assets.
Refer to Note 12 for additional information regarding debt.
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
Other Acquisitions
During the year ended December 31, 2025 , the Company acquired certain midstream and upstream assets that are contiguous to its
existing Central Region assets. The Company paid total purchase consideration of $ 16 million , inclusive of non-cash consideration of
$ 4 million , customary purchase price adjustments, and transaction costs. Given the concentration of assets, these transactions were
considered asset acquisitions rather than business combinations.
2025 Divestitures
During the year ended December 31 , 2025, the Company divested certain non-core undeveloped acreage across its operating footprint
for consideration of $ 160 million . The consideration received exceeded the carrying amount of the net assets divested resulting in a
gain on natural gas and oil properties and equipment of $ 95 million . Additionally, the disposal of various property, plant and
equipment in the normal course of business resulted in a loss on natural gas and oil properties and equipment of $ 22 million .
2024 Acquisitions
East Texas II Asset Acquisition
On October 29, 2024 , the Company acquired certain developed producing assets in the East Texas area of the Central Region from a
regional operator (the “Seller”) (altogether, the “East Texas II transaction”). The Company assessed the acquired assets and
determined that this transaction was considered an asset acquisition rather than a business combination. When making this
determination, management concluded that the acquired assets did not meet the definition of a business. The Company paid purchase
consideration of $ 68 million , inclusive of transaction costs of $ 1 million and customary purchase price adjustments. The transaction
was funded through a combination of cash consideration of $ 40 million , drawing from a senior secured bank facility supported by the
acquired assets and existing liquidity, and the issuance of 2,342,445 new shares of common stock direct to the Seller. Refer to Notes
11 and 15 for additional information regarding common stock and debt, respectively.
Crescent Pass Energy (“Crescent Pass”) Asset Acquisition
On August 15, 2024 , the Company acquired certain upstream assets and related infrastructure in the East Texas area of the Central
Region from Crescent Pass. The Company assessed the acquired assets and determined that this transaction was considered an asset
acquisition rather than a business combination. When making this determination, management concluded that the acquired assets did
not meet the definition of a business. The Company paid purchase consideration of $ 98 million , inclusive of transaction costs of $ 1
million and customary purchase price adjustments. The transaction was funded through a combination of the issuance of 2,249,650
new shares of common stock direct to Crescent Pass and cash consideration of $ 69 million from the new Term Loan II supported by
the acquired assets. Refer to Notes 11 and 15 for additional information regarding common stock and debt, respectively.
Oaktree Capital Management, L.P. (“Oaktree”) Working Interest Asset Acquisition
On June 6, 2024 the Company acquired Oaktree’s proportionate working interest in previously completed joint acquisitions. The
Company assessed the acquired assets and determined that this transaction was considered an asset acquisition rather than a business
combination. When making this determination, management concluded that the acquired assets did not meet the definition of a
business. The Company paid purchase consideration of $ 222 million , inclusive of transaction costs of $ 2 million and customary
purchase price adjustments. As part of this transaction, the Company assumed Oaktree’s proportionate debt of $ 133 million associated
with the ABS VI Notes. The Company funded the purchase through a combination of existing and expanded liquidity and issued
approximately $ 83 million in notes payable to Oaktree. Refer to Note 15 for additional information regarding debt .
2024 Divestitures
During the year ended December 31, 2024 , the Company divested certain non-core undeveloped acreage across its operating footprint
for consideration of approximately $ 59 million . The consideration received exceeded the carrying value of the net assets divested
resulting in a gain on natural gas and oil properties and equipment of $ 26 million .
2023 Acquisitions
Tanos Energy Holdings II LLC (“Tanos II”) Asset Acquisition
On March 1, 2023 the Company acquired certain upstream assets and related infrastructure in the Central Region from Tanos II. Given
the concentration of assets, this transaction was considered an asset acquisition rather than a business combination. When making this
determination management performed an asset concentration test considering the fair value of the acquired assets. The Company paid
purchase consideration of $ 262 million , inclusive of transaction costs of $ 1 million and customary purchase price adjustments. The
Company funded the purchase with proceeds from the February 2023 equity raise, cash on hand and existing availability on the Credit
Facility for which the borrowing base was upsized concurrent to the closing of the Tanos II transaction. Refer to Notes 11 and 15 for
additional information regarding the Company’s common stock and borrowings.
71
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
2023 Divestitures
Sale of Equity Interest in DP Lion Equity HoldCo LLC
In November 2023, the Company formed DP Lion Equity Holdco LLC, a limited-purpose, bankruptcy-remote, wholly-owned
subsidiary, to issue Class A and Class B asset-backed securities (collectively “ABS VII”) which are secured by certain upstream
producing assets in Appalachia. The Class A and B asset backed securities were issued in aggregate principal amounts of $ 142 million
and $ 20 million , respectively.
In December 2023 , the Company divested 80 % of the equity ownership in DP Lion Equity Holdco LLC to outside investors,
generating cash proceeds of $ 30 million . The Company evaluated the remaining 20 % interest in DP Lion Equity Holdco LLC and
determined that the governance structure is such that the Company does not have the ability to exercise control, joint control, or
significant influence over the DP Lion Equity Holdco LLC entity. Accordingly, this entity is not consolidated within the Company’s
financial statements.
The consideration exceeded the fair value of the Company’s portion of the assets and liabilities divested resulting in a gain on sale of
the equity interest of $ 11 million . The Company’s remaining investment in the LLC is accounted for by applying the measurement
alternative under ASC 321, based on which the investment is recorded at cost less any impairment amount, if applicable.
Other 2023 Divestitures
On June 27, 2023 , the Company sold certain non-core, non-operated assets within its Central Region for consideration of
approximately $ 38 million . The divested assets were located in Texas and Oklahoma and consisted of non-operated wells and the
associated leasehold acreage that was acquired as part of the asset acquisition from ConocoPhillips in September 2022 .
Additionally, during the year ended December 31, 2023 , the Company divested certain non-core undeveloped acreage across its
operating footprint for net consideration of approximately $ 28 million . The consideration received exceeded the fair value of the net
assets divested resulting in a gain on natural gas and oil properties and equipment of $ 24 million .
Note 4 - Income Tax
The Company files a consolidated U.S. federal tax return, multiple state tax returns, and a separate UK tax return for Diversified
Energy Company PLC, the former parent company, which will file its final tax return for 2025. Income taxes are provided for the tax
effects of transactions reported in the Consolidated Financial Statements and consist of taxes currently due, plus deferred taxes related
to differences between the basis of assets and liabilities for financial and income tax reporting.
The effective tax rate for December 31, 2025 and 2024 were primarily influenced by the recognition of the federal marginal well tax
credit available to qualified producers. The effective tax rate for December 31, 2023 was primarily impacted by changes in state taxes
due to acquisitions and recurring permanent differences.
For the years ended December 31, 2025 , 2024 , and 2023 , the Company reporte d tax benefit of $ 41 million , a benefit of $ 145 million ,
and an expense of $ 239 million , respectively. The effective tax rate fo r the year ended December 31, 2025 was ( 13.5 )% , compared to
58.4 % and 24.2 % for the years ended December 31, 2024 and 2023 , respectively.
Marginal well tax credits are offered by the federal government to incentivize companies to maintain production from wells with
lower output, especially during periods of subdued prices, ensuring the continuation of jobs and the generation of state and local taxes
that fund schools, social programs, police, and other vital public services. Internal Revenue Code Section 45I outlines the criteria for
these credits, which are designated for qualifying natural gas output from specific wells. Wells producing under 90 Mcfe daily benefit
from these incentives when natural gas prices in the preceding tax year are comparatively low. The Company has received these
credits due to its collection of conventional wells known for their longevity and slow production decline. These credits were available
for 2025 and 2024 based on commodity pricing in the 2024 and 2023 calendar years, respectively, but were not available for 2023
based on commodity pricing in 2022. The Company utilizes these credits on a first in, first out basis.
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
The provision for income taxes in the Consolidated Statements of Comprehensive Income (Loss) is summarized below:
For the Year Ended December 31,
(in thousands)
2025
2024
2023
Current income tax benefit (expense)
Federal benefit (expense)
$ ( 2,822 )
$ 18,238
$ ( 7,289 )
State benefit (expense)
( 11,834 )
( 1,122 )
( 5,902 )
Foreign - UK benefit (expense)
—
( 234 )
—
Total current income tax benefit (expense)
$ ( 14,656 )
$ 16,882
$ ( 13,191 )
Deferred income tax benefit (expense)
Federal benefit (expense)
$ 59,267
$ 118,897
$ ( 200,674 )
State benefit (expense)
( 4,061 )
9,016
( 25,460 )
Foreign - UK benefit (expense)
—
50
141
Total deferred income tax benefit (expense)
$ 55,206
$ 127,963
$ ( 225,993 )
Total income tax benefit (expense)
$ 40,550
$ 144,845
$ ( 239,184 )
The effective tax rates and differences between the statutory U.S. federal income tax rate and the effective tax rates are summarized as
follows:
For the Year Ended December 31,
(in thousands)
2025
2024
2023
Income (loss) before taxation
$ 301,349
$ ( 247,938 )
$ 989,573
Income tax benefit (expense)
40,550
144,845
( 239,184 )
Effective tax rate
( 13.5 %)
58.4 %
24.2 %
For the Year Ended December 31,
(in thousands)
2025
2024
2023
U.S. federal statutory tax rates
$ ( 63,283 )
21.0 %
$ 52,067
21.0 %
$ ( 207,810 )
21.0 %
State and local income tax, net of federal (national)
income tax effect
( 12,558 )
4.2 %
9,201
3.7 %
( 29,698 )
3.0 %
Foreign tax effects
Statutory tax rate difference between United Kingdom
and United States
( 3,586 )
1.2 %
( 3,109 )
( 1.3 ) %
( 3,270 )
0.3 %
Equity in earnings of foreign subsidiary
( 18,825 )
6.2 %
( 16,324 )
( 6.6 ) %
( 27,241 )
2.8 %
Nontaxable dividend income
25,777
( 8.6 ) %
21,681
8.7 %
32,357
( 3.3 ) %
Other foreign tax effects
( 2,408 )
0.8 %
( 2,432 )
( 1.0 ) %
( 1,705 )
0.2 %
Tax credits
Marginal well credits
106,319
( 35.3 ) %
91,831
37.0 %
—
— %
Changes in valuation allowances
—
— %
—
— %
1,504
( 0.2 ) %
Nontaxable or nondeductible items
Other nondeductible items
( 244 )
0.1 %
( 906 )
( 0.3 ) %
( 2,039 )
0.3 %
Other adjustments
Other adjustments to deferred taxes
9,358
( 3.1 ) %
( 7,164 )
( 2.8 ) %
( 1,282 )
0.1 %
Income tax benefit (expense) / Effective tax rate (a)
$ 40,550
( 13.5 ) %
$ 144,845
58.4 %
$ ( 239,184 )
24.2 %
(a) The impact and the presentation of the federal tax credits on our effective tax rate can be positive or negative based on the
Company’s annual pre-tax income or loss.
The Company had a net deferred tax asset of $ 275 million at December 31, 2025 , comp ared to a net deferred tax asset of $ 263 million
at December 31, 2024 . This change was primarily due to the recognition of marginal well credits. The balance sheet presentation
considers the offsetting of deferred tax assets and liabilities within the same tax jurisdiction, where permitted. The overall deferred tax
position in a particular tax jurisdiction determines if a deferred tax balance related to that jurisdiction is presented within deferred tax
assets or liabilities.
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
State and local income taxes are more than 50% comprised of Oklahoma.
The table below presents the components of the net deferred tax asset (liability) included in noncurrent assets (liabilities) as of the
periods presented:
As of December 31,
(in thousands)
December 31, 2025
December 31, 2024
Deferred tax asset
Asset retirement obligations
$ 210,931
$ 151,256
Derivatives
127,198
191,512
Allowance for doubtful accounts
4,782
4,099
Net operating loss carryover
27,470
4,425
Valuation allowance
( 5,025 )
—
Federal tax credits carryover
331,532
233,969
Investment in partnerships
13,261
—
163(j) interest expense limitation
41,634
41,031
Other
16,270
—
Total deferred tax asset
$ 768,053
$ 626,292
Deferred tax liability
Amortization and depreciation
$ ( 482,345 )
$ ( 333,812 )
Investment in partnerships
—
( 6,243 )
Other
( 10,473 )
( 23,036 )
Total deferred tax liability
$ ( 492,818 )
$ ( 363,091 )
Net deferred tax asset (liability)
$ 275,235
$ 263,201
Balance sheet presentation
Deferred tax asset
$ 287,135
$ 271,212
Deferred tax liability
( 11,900 )
( 8,011 )
Net deferred tax asset (liability)
$ 275,235
$ 263,201
In assessing the realizability of deferred tax assets, the Company considers whether it is probable that some or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets depends on generating future taxable income during the
periods in which those temporary differences become deductible or before credits expire. The Company evaluates the scheduled
reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. At this time,
the Company has determined it will have sufficient future taxable income to recognize its deferred tax assets .
The Company’s deferred tax assets and liabilities all originate in the U.S.
For U.S. federal tax purposes, the Company is taxed as a single consolidated entity. The Company’s co-investments with Oaktree and
its investment in the Chesapeake Granite Wash Trust are taxed as partnerships that pass through to the Company’s consolidated return.
The Company is also subject to additional taxes in its previously domiciled jurisdiction of the UK. For the years ended December 31,
2025 , 2024 , and 2023 , the Company incurred a expense of zero , $ 0.2 million , and zero in the UK, respectively.
The Organization for Economic Cooperation and Development (“OECD”) has proposed model rules for a global minimum tax of 15%
of reported profits (“Pillar Two”) that has been agreed upon in principle by over 140 countries. While the U.S. has not yet enacted
rules implementing Pillar Two, the U.K. has. This is relevant to the Company as it is resident in the U.K. for corporation tax purposes.
The Finance (No. 2) Act 2023 (the “UK Act”) was enacted on July 11, 2023, and implements the OECD’s Base Erosion & Profit
Shifting (“BEPS”) Pillar Two Income Inclusion Rule and a ‘Qualifying Domestic Minimum Top-up Tax’ for accounting periods
beginning on or after December 31, 2023. The UK Act also includes a transitional safe harbor election for accounting periods
beginning on or before December 31, 2026. Although the Pillar Two rules can lead to additional taxes, including taxes on our profits
in the U.S., the Company anticipates qualifying for a transitional safe harbor under the Pillar Two rules. We have undertaken an initial
assessment, and evaluated the impact of these rules, and currently the Company believes it will not have a material impact on its
financial position, results of operations, or cash flows due to the availability of a transitional safe harbor for the year ended December
31, 2025.
The Company had no uncertain tax position liabilities as of December 31, 2025 , 2024 or 2023 .
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
As of December 31, 2025 , the Company had U.S. federal net operating loss carryforwards (“NOLs”) of approximately $ 105 million
after any subject limitations. Additionally, the Company had $ 109 million U.S. state NOLs.
The Company had U.S. marginal well tax credit carryforwards of approximately $ 332 million as of December 31, 2025 , compared to
$ 234 million and $ 163 million as of December 31, 2024 and 2023 , respectively. As discussed earlier, marginal well tax credits are
intended to benefit wells producing less than 90 Mcfe per day when market prices for natural gas are relatively low. Due to the low
commodity price environment in 2024 , the Company generated federal tax credits of $ 106,319 for the year ended December 31, 2025 .
These tax credits expire between 2040 and 2045 .
The Company had no U.S. federal capital loss carryforwards as of December 31, 2025 , compared to $ 14 million and none as of
December 31, 2024 and 2023 , respectively. For the year ended December 31, 2025 , no capital loss carryforwards expired. The
Company utilized all existing capital loss carryforward in the amount of $ 14 million in 2025 .
The Company completed a Section 382 study through December 31, 2025 in accordance with the Internal Revenue Code of 1986, as
amended. The study concluded that the Company has not experienced an ownership change since the last ownership change on
January 31, 2018. If the Company experiences an ownership change, tax credit carryforwards can be utilized but are limited each year
and could expire before being fully utilized.
The Company is subject to examination by the IRS for tax years 2022 through 2024.
The table below presents the components of the Company’s cash paid for income taxes.
For the Year Ended
(in thousands)
December 31, 2025
Cash paid (received) for income taxes, net of refunds
Federal income taxes
$ 926
State income taxes:
Oklahoma
2,002
West Virginia
477
Other
74
State income taxes
2,553
Total cash paid (received) for income taxes, net of refunds
$ 3,479
(a) Cash paid for income taxes, net of refunds, during the years ended December 31, 2024 and 2023 , we re $ 11 million and $ 8
million , respectively .
Note 5 - Earnings (Loss) Per Share
Basic earnings (loss) per share (“EPS”) is calculated by dividing net income (loss) attributable to common shareholders by the
weighted average number of shares of common stock outstanding during the period, excluding shares held in treasury (if any) and the
Employee Benefit Trust (“EBT”). Diluted EPS reflects the potential dilution that could occur if share-based compensation awards
were exercised or converted into shares, except when their effect would be anti-dilutive. Refer to Note 11 for additional information
regarding the EBT.
The following table presents the reconciliation of the numerators and denominators used in the calculation of basic and diluted EPS for
the periods presented:
For the Year Ended December 31,
(in thousands, except share and per share data)
2025
2024
2023
Net income (loss) attributable to DEC
$ 341,115
$ ( 104,365 )
$ 748,706
Weighted average shares outstanding - basic
72,969,687
48,031,916
47,165,380
Dilutive impact of potential shares
1,508,905
—
349,141
Weighted average shares outstanding - diluted
74,478,592
48,031,916
47,514,521
Basic earnings (loss) per share
$ 4.67
$ ( 2.17 )
$ 15.87
Diluted earnings (loss) per share
$ 4.58
$ ( 2.17 )
$ 15.76
Potentially dilutive shares (a)
85,106
640,568
54,133
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
(a) Share-based compensation awards excluded from the diluted EPS calculation because their effect would have been anti-dilutive .
Note 6 - Natural Gas & Oil Properties
The following table summarizes the Company's natural gas and oil properties for the periods presented:
For the Year Ended December 31,
(in thousands)
2025
2024
2023
Costs
Beginning balance
$ 3,814,936
$ 3,184,840
$ 3,062,847
Additions (a)
2,078,715
674,379
348,234
Disposals (b)
( 64,939 )
( 44,283 )
( 226,241 )
Ending balance
$ 5,828,712
$ 3,814,936
$ 3,184,840
Depletion and impairment
Beginning balance
$ ( 981,715 )
$ ( 747,202 )
$ ( 530,385 )
Depletion expense
( 339,238 )
( 234,513 )
( 216,817 )
Ending balance
$ ( 1,320,953 )
$ ( 981,715 )
$ ( 747,202 )
Net book value
$ 4,507,759
$ 2,833,221
$ 2,437,638
(a) For the year ended December 31, 2025 , the Company added $ 1.9 billion from acquisitions. The remaining changes were
primarily due to development and recurring capital expenditures. In 2024 , the Company added $ 608 million from acquisitions.
The remaining changes were primarily due to recurring capital expenditures. In 2023 , the Company added $ 266 million from
acquisitions. The remaining changes were primarily due to recurring capital expenditures.
(b) For the year ended December 31, 2025 , the Company divested $ 65 million in undeveloped acreage. In 2024 , the Company
divested $ 33 million in undeveloped acreage. In 2023 , the Company divested $ 203 million in natural gas and oil properties
related to the sale of equity interest in DP Lion Equity Holdco LLC and other proved properties and undeveloped acreage
divestitures.
Refer to Note 3 for additional information regarding acquisitions and divestitures.
Note 7 - Property, Plant & Equipment
The following tables summarize the Company’s property, plant and equipment for the periods presented:
For the Year Ended December 31, 2025
(in thousands)
Buildings and
Leasehold
Improvements
Equipment
Motor
Vehicles
Midstream
Assets
Other
Property and
Equipment
Total
Costs
Beginning balance
$ 47,458
$ 32,803
$ 17,506
$ 471,671
$ 71,489
$ 640,927
Additions (a)
17,243
3,182
125
47,199
17,818
85,567
Disposals
( 65 )
( 1,699 )
( 2,390 )
( 11,849 )
( 8,639 )
( 24,642 )
Ending balance
$ 64,636
$ 34,286
$ 15,241
$ 507,021
$ 80,668
$ 701,852
Accumulated depreciation
Beginning balance
$ ( 4,232 )
$ ( 10,875 )
$ ( 11,600 )
$ ( 150,345 )
$ ( 38,112 )
$ ( 215,164 )
Period changes
( 1,308 )
( 3,703 )
( 7,785 )
( 37,844 )
( 11,192 )
( 61,832 )
Disposals
61
1,578
7,483
10,979
1,065
21,166
Ending balance
$ ( 5,479 )
$ ( 13,000 )
$ ( 11,902 )
$ ( 177,210 )
$ ( 48,239 )
$ ( 255,830 )
Net book value
$ 59,157
$ 21,286
$ 3,339
$ 329,811
$ 32,429
$ 446,022
(a) Of the $ 86 million in additions for 2025 , $ 61 million was related to acquisitions. Refer to Note 3 for additional information
regarding acquisitions. The remaining additions were related to routine capital projects on the Company’s compressor and
gathering systems, as well as vehicle and equipment additions.
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
For the Year Ended December 31, 2024
(in thousands)
Buildings and
Leasehold
Improvements
Equipment
Motor
Vehicles
Midstream
Assets
Other
Property and
Equipment
Total
Costs
Beginning balance
$ 46,003
$ 33,314
$ 20,958
$ 449,200
$ 71,645
$ 621,120
Additions (a)
2,311
3,066
775
22,597
4,492
33,241
Disposals
( 856 )
( 3,577 )
( 4,227 )
( 126 )
( 4,648 )
( 13,434 )
Ending balance
$ 47,458
$ 32,803
$ 17,506
$ 471,671
$ 71,489
$ 640,927
Accumulated depreciation
Beginning balance
$ ( 3,196 )
$ ( 9,800 )
$ ( 11,517 )
$ ( 120,668 )
$ ( 33,795 )
$ ( 178,976 )
Period changes
( 1,100 )
( 3,400 )
( 2,902 )
( 29,701 )
( 8,965 )
( 46,068 )
Disposals
64
2,325
2,819
24
4,648
9,880
Ending balance
$ ( 4,232 )
$ ( 10,875 )
$ ( 11,600 )
$ ( 150,345 )
$ ( 38,112 )
$ ( 215,164 )
Net book value
$ 43,226
$ 21,928
$ 5,906
$ 321,326
$ 33,377
$ 425,763
(a) Of the $ 33 million in additions for 2024 , $ 2 million was related to acquisitions. Refer to Note 3 for additional information
regarding acquisitions. The remaining additions were related to routine capital projects on the Company’s compressor and
gathering systems, as well as vehicle and equipment additions.
For the Year Ended December 31, 2023
(in thousands)
Buildings and
Leasehold
Improvements
Equipment
Motor
Vehicles
Midstream
Assets
Other
Property and
Equipment
Total
Costs
Beginning balance
$ 45,876
$ 31,255
$ 25,661
$ 426,935
$ 61,905
$ 591,632
Additions (a)
688
4,156
408
22,265
12,035
39,552
Disposals
( 561 )
( 2,097 )
( 5,111 )
—
( 2,295 )
( 10,064 )
Ending balance
$ 46,003
$ 33,314
$ 20,958
$ 449,200
$ 71,645
$ 621,120
Accumulated depreciation
Beginning balance
$ ( 2,177 )
$ ( 7,980 )
$ ( 12,247 )
$ ( 92,404 )
$ ( 25,584 )
$ ( 140,392 )
Period changes
( 1,045 )
( 3,749 )
( 3,594 )
( 28,264 )
( 9,893 )
( 46,545 )
Disposals
26
1,929
4,324
—
1,682
7,961
Ending balance
$ ( 3,196 )
$ ( 9,800 )
$ ( 11,517 )
$ ( 120,668 )
$ ( 33,795 )
$ ( 178,976 )
Net book value
$ 42,807
$ 23,514
$ 9,441
$ 328,532
$ 37,850
$ 442,144
(a) Of the $ 40 million in additions for 2023 , $ 0.2 million was related to acquisitions. Refer to Note 3 for additional information
regarding acquisitions. The remaining additions were related to routine capital projects on the Company’s compressor and
gathering systems, as well as vehicle and equipment additions.
The Company continued to utilize certain fully depreciated assets during the years ended December 31, 2025 , 2024 and 2023 with an
original cost basis of $ 38 million , $ 29 million and $ 7 million , respectively.
Note 8 - Derivatives
The Company faces volatility in market prices and basis differentials for natural gas, NGLs and oil, affecting the predictability of its
cash flows from commodity sales. Additionally, the Company’s cash flows related to interest payments on variable rate debt
obligations can be impacted by fluctuations in interest rate markets, depending on its debt structure. To manage these risks, the
Company enters into derivative contracts primarily with major financial institutions and energy trading counterparties. As of
December 31, 2025 , these instruments included swaps, collars, basis swaps, and stand-alone put and call options. The Company does
not intend to hold or issue derivative financial instruments for speculative trading purposes and has elected not to designate any of its
derivative instruments for hedge accounting treatment. Below is a description of these instruments:
Swaps:
When the Company sells a swap, it agrees to receive a fixed price for the contract while paying a floating market price
to the counterparty;
77
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
Collars:
Arrangements that include a fixed floor price (purchased put option) and a fixed ceiling price (sold call option) based
on an index price have no net costs overall. At the contract settlement date, (1) when the index price is higher than the
ceiling price, the Company pays the counterparty the difference between the index price and ceiling price, (2) when the
index price is between the floor and ceiling prices, no payments are due from either party, and (3) when the index price
is below the floor price, the Company will receive the difference between the floor price and the index price.
Some collar arrangements may also include a sold put option with a strike price below the purchased put option.
Known as a three-way collar, the structure operates similarly to the standard collar. However, when the index price
settles below the sold put option, the Company pays the counterparty the difference between the index price and sold
put option, effectively enhancing realized pricing by the difference between the price of the sold and purchased put
options;
Basis
swaps:
Arrangements that guarantee a price differential for commodities from a specified delivery point. When the Company
sells a basis swap, it receives a payment from the counterparty if the price differential exceeds the stated terms of the
contract. Conversely, if the price differential is less than the stated terms, the Company pays the counterparty;
Put
options:
The Company purchases and sells put options in exchange for a premium. When the Company purchases a put option,
it receives from the counterparty the excess amount (if any) by which the market price falls below the strike price of
the put option at the time of settlement. If the market price is above the put option’s strike price, no payment is
required from either party. Conversely, when the Company sells a put option, it pays the counterparty the excess
amount (if any) by which the market price falls below the strike price of the put option at the time of settlement. If the
market price is above the put option’s strike price, no payment is required from either party;
Call
options:
The Company purchases and sells call options in exchange for a premium. When the Company purchases a call option,
it receives from the counterparty the excess amount (if any) by which the market price exceeds the strike price of the
call option at the time of settlement. If the market price is below the call option’s strike price, no payment is required
from either party. When the Company sells a call option, it pays the counterparty the excess amount (if any) by which
the market price exceeds the strike price of the call option at the time of settlement. If the market price is below the call
option’s strike price, no payment is required from either party; and
The Company may elect to enter into offsetting transactions for the above instruments for the purpose of cancelling or terminating
certain positions.
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
The following table summarizes the Company's calculated fair value of derivatives as of the reporting date:
As of December 31, 2025
(in thousands, except volume data)
Volume
Fair Value
Natural gas (Mmbtu)
Swaps
1,053,935
$ ( 410,622 )
Two-way collars
141,311
22,465
Three-way collars
19,586
( 3,383 )
Stand-alone calls (a)
78,227
( 84,132 )
Basis swaps
577,288
( 17,176 )
Purchased puts
7,978
2,170
Sold puts
16,537
( 3,798 )
Total natural gas
1,894,862
$ ( 494,476 )
NGLs (MBbls)
Swaps
21,829
$ 36,027
Stand-alone calls
913
( 2,478 )
Total NGLs
22,742
$ 33,549
Oil (MBbls)
Swaps
16,961
$ 101,759
Three-way collars
730
4,017
Sold calls
1,571
( 6,613 )
Total oil
19,262
$ 99,163
Interest
SOFR interest rate swap ( $ 5,520 principal hedged, 4.15 % fixed-rate)
$ 90
Total interest
$ 90
Total fair value of derivatives
$ ( 361,674 )
(a) Includes f uture cash settlements for deferred premiums.
Netting of derivative assets and liabilities is applied at each reporting date when a legal right of offset exists under a master netting
arrangement. The Company elected to present these derivative assets and liabilities on a net basis when these conditions are satisfied.
The following table outlines the Company’s net derivatives as of the periods presented:
(in thousands)
As of December 31,
Derivatives
Consolidated Statement of Financial Position
2025
2024
Assets:
Current assets
Derivatives
153,150
33,759
Noncurrent assets
Other assets
$ 81,702
$ 28,439
Total assets
$ 234,852
$ 62,198
Liabilities
Current liabilities
Derivatives
( 155,959 )
( 163,676 )
Noncurrent liabilities
Derivatives
$ ( 440,567 )
$ ( 608,869 )
Total liabilities
$ ( 596,526 )
$ ( 772,545 )
Net assets (liabilities):
Net assets (liabilities) - current
Derivatives
$ ( 2,809 )
$ ( 129,917 )
Net assets (liabilities) - noncurrent
Other assets / Derivatives
( 358,865 )
( 580,430 )
Total net assets (liabilities)
$ ( 361,674 )
$ ( 710,347 )
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
The Company presents the fair value of derivative contracts on a net basis in the Consolidated Statement of Financial Position. Below
is the impact of this presentation on the Company’s recognized assets and liabilities for the specified periods:
As of December 31, 2025
(in thousands)
Presented without
Effects of Netting
Effects of Netting
As Presented with
Effects of Netting
Current assets
$ 173,771
$ ( 20,621 )
$ 153,150
Noncurrent assets
205,253
( 123,551 )
81,702
Total assets
$ 379,024
$ ( 144,172 )
$ 234,852
Current liabilities
( 176,580 )
20,621
( 155,959 )
Noncurrent liabilities
( 564,118 )
123,551
( 440,567 )
Total liabilities
$ ( 740,698 )
$ 144,172
$ ( 596,526 )
Total net assets (liabilities)
$ ( 361,674 )
$ —
$ ( 361,674 )
As of December 31, 2024
(in thousands)
Presented without
Effects of Netting
Effects of Netting
As Presented with
Effects of Netting
Current assets
$ 77,801
$ ( 44,042 )
$ 33,759
Noncurrent assets
90,635
( 62,196 )
28,439
Total assets
$ 168,436
$ ( 106,238 )
$ 62,198
Current liabilities
( 207,483 )
43,807
( 163,676 )
Noncurrent liabilities
( 671,300 )
62,431
( 608,869 )
Total liabilities
$ ( 878,783 )
$ 106,238
$ ( 772,545 )
Total net assets (liabilities)
$ ( 710,347 )
$ —
$ ( 710,347 )
The Company recorded the following gains (losses) on derivatives in the Consolidated Statement of Operations for the specified
periods:
For the Year Ended December 31,
(in thousands)
2025
2024
2023
Net gain (loss) on commodity derivatives settlements
$ 23,709
$ 151,289
$ 178,064
Net gain (loss) on interest rate swaps
135
190
( 2,722 )
Gain (loss) on foreign currency hedges
—
—
( 521 )
Total gain (loss) on settled derivatives (a)
$ 23,844
$ 151,479
$ 174,821
Gain (loss) on fair value adjustments of unsettled derivatives (b)
193,843
( 189,030 )
905,695
Total gain (loss) on derivatives
$ 217,687
$ ( 37,551 )
$ 1,080,516
(a) Represents the cash settlement of derivatives that were settled during the period.
(b) Represents the change in fair value of derivatives, net of the carrying value of derivatives that were settled during the period.
All derivatives are classified as Level 2 instruments under ASC 820, as their valuation relies on observable market inputs other than
quoted prices.
Commodity Derivative Contract Modifications and Extinguishments
Occasionally, such as during the acquisition of producing assets, the completion of ABS financings, or in response to fluctuating price
environments, the Company may strategically modify, offset, terminate, or expand certain existing hedge positions. These
modifications can involve changes to the volume of production covered by contracts, the swap or strike price of specific derivative
contracts, and other similar aspects of the derivative agreements. The Company manages distinct, long-dated derivative contract
portfolios for its ABS financings and Term Loans. Additionally, the Company maintains a separate derivative contract portfolio for
assets secured by the Credit Facility. These derivative contract portfolios associated with the Company’s ABS financings, Term
Loans, and Credit Facility are presented in the Company’s Statement of Financial Position.
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
2025 Modifications and Extinguishments
In February 20 25, the Company adjusted portions of its commodity derivative portfolio across its legal entities for approximately
$ 150 million in connection with the completion of the ABS X financing arrangement. The Company made further adjustments to its
commodity derivative portfolio for approximately $ 21 million for the retirement of the ABS I and Term Loan I financing
arrangements.
The Company made no modifications in 2024.
2023 Modifications and Extinguishments
In February 2023, the Company sold puts in ABS III for approximately $ 9 million and replaced them with swaps to maintain the
appropriate level and composition of derivatives at both the legal entity and full-company level. In August 2023, the Company
monetized $ 9 million in purchased puts associated with its ABS hedge books and transitioned the monetized positions into long-dated
swap agreements. The Company also monetized an additional $ 8 million in net modifications, primarily comprised of swap
terminations. As these modifications were made in the normal course of business for the year ended December 31, 2023, they are
presented as an operating activity in the Consolidated Statement of Cash Flows.
In November 2023, the Company adjusted portions of its commodity derivative portfolio across its legal entities to ensure that it
maintained the appropriate level and composition at both the legal entity and full-Company level for the completion of the ABS VII
financing arrangement. These portfolio adjustments included novations of certain contracts to the legal entities holding the ABS VII
Notes. The Company paid $ 6 million for these portfolio adjustments. As these modifications were associated with a borrowing
transaction, these amounts are presented as a financing activity in the Consolidated Statement of Cash Flows. Refer to Note 15 for
additional information regarding ABS financing arrangements.
Note 9 - Accounts Receivable
Accounts receivable include amounts due from customers, entities that purchase the Company’s natural gas, NGLs and oil production,
as well as amounts due from joint interest owners who hold a working interest in the properties operated by the Company. Most of
these accounts receivable are current, and the Company is confident in their collectability. The table below provides a summary of the
Company’s accounts receivable. The fair value approximates the carrying value as of the periods presented:
As of December 31,
(in thousands)
2025
2024
Commodity receivables (a)
$ 315,561
$ 175,058
Other receivables (b)
128,565
75,322
Total accounts receivable
$ 444,126
$ 250,380
Allowance for credit losses (c)
( 35,727 )
( 15,959 )
Accounts receivable, net
$ 408,399
$ 234,421
(a) Includes accrued revenues.
(b) Predominantly comprised of joint interest owner r eceivables .
(c) The allowance for credit losses mainly pertains to amounts owed by joint interest owners. During the year ended December 31,
2025 , the allowance for credit losses increased by $ 20 million , primarily due to acquired balances from the Maverick and Canvas
acquisitions.
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
Note 10 - Other Assets
The following table includes details of other assets as of the periods presented:
As of December 31,
(in thousands)
2025
2024
Prepaid expenses and other current assets
Prepaid expenses
$ 9,365
$ 9,077
Inventory
27,801
9,591
Total prepaid expenses and other current assets
$ 37,166
$ 18,668
Other noncurrent assets
Intangibles
$ 3,219
$ 2,902
Operating right of use assets
3,781
3,213
Financing right of use assets
63,990
32,843
Derivatives
81,702
28,439
Other noncurrent assets (a)
31,526
20,110
Total other noncurrent assets
$ 184,218
$ 87,507
(a) Includes the Company’s investment in DP Lion Equity Holdco LLC of $ 10 million and $ 6 million as of December 31, 2025 and
2024 , respectively . Refer to Notes 3 and 15 for additional information regarding the DP Lion Equity Holdco LLC equity sale.
Note 11 - Stockholders' Equity
The Company is authorized to issue up to 350,000,000 shares of common stock, par value $ 0.01 per share. As of December 31, 2025
and 2024 , the Company had 76,979,625 and 50,649,844 s hares of common stock issued and outstanding.
The Company is authorized to issue 30,000,000 shares of preferred stock, par value $ 0.01 per share. No preferred shares have been
issued or are outstanding.
In November 2025, the Company completed the U.S. Domestication, whereby existing shares of Diversified Energy Company PLC
were exchanged on a one -for-one basis for newly issued shares of corresponding common stock of Diversified Energy Company, and
all issued and outstanding equity awards of Diversified Energy Company PLC were assumed by Diversified Energy Company and
were converted into rights to acquire Diversified Energy Company shares of common stock on the same terms. As a result of the U.S.
Domestication, the par value of the Company’s common stock was changed from £ 0.20 to $ 0.01 . The impact of this change is
reflected within U.S. Domestication in the Statements of Changes in Equity.
Issuance of Common Stock
In November 2025 , the Company issued 3,718,209 new shares of common stock direct to Canvas shareholders to fund a portion of the
Canvas transaction. The total value of the stock consideration was $ 54 million based on the Company’s stock price on the NYSE on
the closing date of the Canvas transaction.
In March 2025 , the Company announced the completion of its previously announced acquisition of Maverick. The transaction was
funded in part through the issuance of 21,194,213 new shares of common stock direct to the unitholders of Maverick. The total value
of the stock consideration was $ 253 million , excluding transaction costs of $ 0.4 million , based on the Company’s NYSE stock price
on the closing date of the Maverick transaction.
In February 2025 , the Company issued 8,500,000 new shares of common stock at $ 14.50 per share to raise gross proceeds of $ 123
million , excluding transaction costs of $ 6 million . The Company used the net proceeds to repay a portion of the debt incurred in
connection with the Maverick acquisition.
In October 2024 , the Company issued 2,342,445 new shares of common stock direct to the Seller to fund a portion of the East Texas II
transaction. The total value of the stock consideration was $ 27 million based on the Company’s NYSE stock price on the closing date
of the East Texas II transaction.
In August 2024 , the Company issued 2,249,650 new shares of common stock direct to Crescent Pass to fund a portion of the Crescent
Pass transaction. The total value of the stock consideration was $ 28 million based on the Company’s NYSE stock price on the closing
date of the Crescent Pass transaction.
In February 2023 , the Company issued 6,422,200 new shares of common stock at $ 25.34 per share to raise gross proceeds of $ 163
million . Associated costs of the offering were $ 6 million . The Company used the proceeds to fund the Tanos II transaction.
For further details related to acquisitions, refer to Note 3 .
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
Treasury Stock
The Company’s holdings in its own equity instruments are classified as treasury stock. The consideration paid, along with any directly
attributable incremental costs, is deducted from the Company’s stockholders’ equity until the shares are either cancelled or reissued.
No gain or loss is recognized in the Consolidated Statements of Comprehensive Income (Loss) upon the purchase, sale, issuance, or
cancellation of treasury stock.
Employee Benefit Trust (“EBT”)
In March 2022 , the Company established the EBT to benefit its employees. The Company provides funding to the EBT to facilitate the
acquisition of shares. These shares are held in the EBT to fulfill awards and grants under the Company’s 2017 and 2025 Equity
Incentive Plans and the Employee Share Purchase Plan (the “ESPP”). Shares held in the EBT are treated in the same manner as
treasury stock and are thus included in the Consolidated Financial Statements as treasury stock . During the years ended December 31,
2025 and 2024 , 1,657,000 and 418,151 shares were acquired by the EBT for approximately $ 23 million and $ 5 million , respectively .
As of December 31, 2025 , the EBT held a total of 2,048,703 shares . For further details related to share-based compensation, refer to
Note 12 .
Stock Repurchase Program
During the year ended December 31, 2025 , the Company repurchased 5,680,036 shares of common stock at an average price of $ 13.65
per share, amounting to a total of $ 78 million and representing 7 % of common stock issued and outstanding as of December 31, 2025 .
During the year ended December 31, 2024 , the Company repurchased 1,219,879 shares of common stock at an average pri ce of $ 13.03
per share, amounting to a total of $ 16 million and representing 2 % of common stock issued and outstanding as of December 31, 2024 .
During the year ended December 31, 2023 , the Company repurchased 646,762 shares of common stock at an average price of $ 17.08
per share, amounting to a total of $ 11 million and representing 1 % of common stock issued and outstanding as of December 31, 2023 .
The Company has recorded the repurchase of these shares of common stock as a reduction in common stock and additional paid in
capital . All repurchased shares of common stock were cancelled upon repurchase. As of December 31, 2025 and 2024 , the par value of
the cancelled shares was retired from common stock in the Consolidated Balance Sheets .
Dividends
Dividends are declared at the discretion of the Board of Directors and are subject to applicable law and contractual restrictions.
Dividends are paid to holders of record as of the record date. Dividends are waived on shares held in the EBT.
In November 2024 , the Company’s board of directors declared a cash dividend on the Company’s common stock in the amount of
$ 0.29 per share. The dividend was paid on March 31, 2025 to stockholders of record as of the close of business on February 28, 2025 .
In April 2025 , the Company’s board of directors declared a cash dividend on the Company’s common stock in the amount of $ 0.29
per share. The dividend was paid on June 30, 2025 to stockholders of record as of the close of business on May 30, 2025 .
In May 2025 , the Company’s board of directors declared a cash dividend on the Company’s common stock in the amount of $ 0.29 per
share. The dividend was paid on September 30, 2025 to stockholders of record as of the close of business on August 29, 2025 .
In August 2025 , the Company’s board of directors declared a cash dividend on the Company’s common stock in the amount of $ 0.29
per share. The dividend was paid on December 31, 2025 to stockholders of record as of the close of business on December 1, 2025 .
In November 2025 , the Company’s board of directors declared a cash dividend on the Company’s common stock in the amount of
$ 0.29 per share. The dividend is payable on March 31, 2026 , to stockholders on record as of the close of business on February 27,
2026 .
The Company’s ability to pay dividends is subject to certain restrictions under its Credit Facility and other debt agreements, which
may limit dividend payments based on leverage ratios and other financial covenants. Refer to Note 15 for additional information.
Note 12 - Compensation Plans
Equity Incentive Plans
The 2017 Equity Incentive Plan (the “2017 Plan”), as amended through April 9, 2025, authorized and reserved for issuance up to 10 %
of the Company’s shares of common stock outstanding, which may be issued upon exercise of vested options or the vesting of RSUs,
PSUs and dividend equivalent units (“DEUs”) that were granted under the Plan. As of November 21, 2025 , 3,947,882 shares were
subject to awards outstanding under the 2017 Plan.
On November 21, 2025 , the Company adopted the 2025 Equity Incentive Plan (the “2025 Plan”). The 2025 Plan authorized and
reserved for issuance a total of 6,892,551 shares of common stock, consisting of 2,944,669 shares of common stock plus the 3,947,882
shares of common stock subject to awards outstanding under the 2017 Plan as of November 21, 2025 that are not issued because such
award is forfeit, canceled, terminates, expires or otherwise lapses, or is settled in cash or withheld by the Company in satisfaction of
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
the exercise price or tax withholding obligations . As of December 31, 2025 , there were 2,889,420 shares of common stock available
for grant under the 2025 Plan .
Upon adoption of the 2025 Plan, no new awards may be granted under the 2017 Plan, and any shares that were previously authorized
and reserved for issuance under the 2017 Plan, but not subject to outstanding awards as of November 21, 2025 , are no longer available
for grant. Only shares underlying outstanding awards under the 2017 Plan as of that date may be issued if and when those awards vest
or are exercised. All future equity awards will be made exclusively under the 2025 Plan.
Options Awards
As of December 31, 2025 , 2024 and 2023 , the number of options outstanding had no aggregate intrinsic value. During the year ended
December 31, 2023 , the weighted average exercise price at exercise was $ 29.86 . No options were exercised in the years ended
December 31, 2025 and 2024 . As of December 31, 2025 , 2024 and 2023 , 139,794 , 153,631 and 162,108 Options were exercisable,
respectively. As of December 31, 2025 , 2024 and 2023 , the weighted average remaining contractual life in years was 2.4 , 3.4 , and 4.6 ,
respectively. As of December 31, 2025 , the Company had no unrecognized share-based compensation expense related to stock
options.
RSU Awards
The following table summarizes restricted stock unit (“RSU”) equity award activity for the respective period presented:
Number of Shares
Weighted Average
Grant Date Fair
Value per Share
Balance as of December 31, 2024
976,222
$ 15.14
Granted
1,143,571
11.21
Vested
( 108,223 )
28.68
Forfeited
( 40,663 )
12.76
Balance as of December 31, 2025
1,970,907
$ 12.17
During the years ended December 31, 2025 , 2024 and 2023 , the aggregate intrinsic value at date of vesting was $ 1.3 million , $ 0.8
million , and $ 3.9 million , respectively . As of December 31, 2025 , the Company had $ 13 million of unrecognized share-based
compensation expense related to RSUs that will be recognized over a weighted average period o f 1.7 years .
RSUs can vest either on a cliff basis or ratably, depending on the service conditions. The fair value of the Company’s RSUs is
calculated using the closing price of our common stock on the NYSE at the grant date. This value is then expensed uniformly over the
vesting period.
PSU Awards
The following table summarizes performance-based restricted stock unit (“PSU”) equity award activity for the respective period
presented:
Number of Shares
Weighted Average
Grant Date Fair
Value per Share
Balance as of December 31, 2024
965,303
$ 15.41
Granted
536,884
8.45
Vested
( 174,897 )
22.43
Forfeited
( 20,600 )
10.96
Balance as of December 31, 2025
1,306,690
$ 11.68
During the years ended December 31, 2025 , 2024 and 2023 , the aggregate intrinsic value at date of vesting was $ 1.4 million , $ 0.4
million , and $ 4.9 million , respectively . As of December 31, 2025 , the Company had $ 5 million of unrecognized share-based
compensation expense related to PSUs that will be recognized over a weighted average period of 1.4 years .
PSUs are subject to cliff vesting based on specific performance criteria evaluated over a three -year period. These criteria include
average adjusted return on equity over three years , measured against pre-established benchmarks. Additionally, the Company’s three -
year TSR is compared to determined benchmarks and the TSR of a selected group of peer companies. Other performance metrics
include the three -year average growth in free cash flow and the reduction in methane intensity over the same period. Depending on the
achievement of these performance targets, the number of units that will vest can vary from 0 % to 100 % of the initial award.
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
The fair value of the Company’s PSUs is determined using a Monte Carlo simulation model as of the grant date. This calculated fair
value is then expensed uniformly over the vesting period. F or PSUs granted during the respective periods presented, the inputs to the
Monte Carlo model included the following:
For the Year Ended December 31,
2025
2024
2023
Risk-free rate of interest
3.8 %
4.0 %
3.3 %
Volatility (a)
42 %
38 %
31 %
Correlation with comparator group range
0.14 - 0.33
0.02 - 0.32
0.01 - 0.30
(a) Volatility utilizes the historical volatility for the Company’s share price.
Employee Stock Purchase Plan
The Employee Stock Purchase Plan (the “ESPP”), implemented in February 2023, authorized and reserved for issuance 300,000
shares of common stock.
During the year ended December 31, 2025 , 40,932 shares were purchased by and issued to ESPP participants. During the year ended
December 31, 2024 , 41,330 shares were purchased by and issued to ESPP participants. As of December 31, 2025 , 202,606 shares
remain available to be purchased. As of December 31, 2025 , the Company had no unrecognized share -based compensation expense
related to the ESPP.
Share-Based Compensation Expense
The following table presents the share-based compensation expense for the respective periods presented:
For the Year Ended December 31,
(in thousands)
2025
2024
2023
Options
$ —
$ 49
$ 292
RSUs
6,665
4,359
2,833
PSUs
3,676
3,827
3,335
ESPP
57
51
34
Total share-based compensation expense
$ 10,398
$ 8,286
$ 6,494
Defined Contribution Plans
The Company has two defined contribution plans (“401(k) Plans”) that are subject to the Employee Retirement Income Security Act
of 1974 (“ERISA”). Both 401(k) Plans allows eligible employees to contribute up to 100 % of their base salaries, up to the contribution
limits established under the Internal Revenue Code (“IRC”).
Employee Savings Plan
The Company makes a safe-harbor matching contribution equal to 100 % of salary deferrals that do not exceed 7 % of compensation.
The Company’s matching contributions to this 401(k) Plan for the years ended December 31, 2025 , 2024 , and 2023 were $ 9.5 million ,
$ 7.9 million , and $ 7.2 million , respectively.
Employee Retirement Plan
The Company makes a non-elective safe-harbor contribution equal to 5 % of compensation. In addition, the Company matches 50 % of
employee contributions up to the first 4 % of compensation. The Company’s safe-harbor non-elective contributions to this 401(k) Plan
for the years ended December 31, 2025 , 2024 , and 2023 were $ 0.8 million , $ 0.8 million , and $ 0.7 million , respectively. The
Company’s matching contributions to this 401(k) Plan for the years ended December 31, 2025 , 2024 , and 2023 were each $ 0.3
million .
Note 13 - Asset Retirement Obligations
The Company records a liability for the present value of the estimated future decommissioning costs associated with its natural gas
and oil properties. Additionally, the Company records a liability for the future decommissioning costs of its production facilities and
pipelines when required by contract, statute, or constructive obligation. For the years ended December 31, 2025 , 2024 and 2023 , no
state contractual agreements or statutes related to production facilities and pipelines are expected to impose material obligations on the
Company.
In estimating the present value of future decommissioning costs for its natural gas and oil properties, the Company considers several
factors, including the number and state jurisdictions of wells, current decommissioning costs by state and well type, and the
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
Company’s retirement plan, which is based on state requirements and the Company’s capacity to retire wells over their productive
lives. The Company’s assumptions are grounded in the current economic environment and are believed to provide a reasonable basis
for estimating the future liability. However, actual decommissioning costs will ultimately depend on future market prices at the time
the decommissioning services are performed. Additionally, the timing of decommissioning will vary based on when the fields cease to
produce economically, which is influenced by future natural gas and oil prices and the retirement schedule. These factors are
inherently uncertain.
The Company incorporates annual inflationary cost increases into its current cost expectations and then discounts the resulting cash
flows using a credit-adjusted risk-free discount rate .
The components of the change in our asset retirement obligations are detailed below for the periods presented:
For the Year Ended December 31,
(in thousands)
2025
2024
2023
Balance at beginning of period
$ 625,621
$ 468,843
$ 446,262
Additions (a)
195,923
105,614
3,192
Accretion expense
48,607
28,464
23,903
Asset retirement costs
( 23,015 )
( 7,626 )
( 5,330 )
Disposals (b)
—
—
( 10,275 )
Revisions (c)
41,562
30,326
11,091
Balance at end of period
$ 888,698
$ 625,621
$ 468,843
Less: Current asset retirement obligations (d)
24,857
6,436
5,402
Noncurrent asset retirement obligations
$ 863,841
$ 619,185
$ 463,441
(a) During the year ended December 31, 2025 , $ 180 million and $ 11 million o f additions relate to the Maverick and Canvas
acquisitions, respectively. During the year ended December 31, 2024 , $ 64 million and $ 34 million of additions relate to the
Oaktree and Crescent Pass acquisitions, respectively. For further details regarding acquisitions, refer to Note 3 .
(b) Disposals are related to the divestiture of natural gas and oil properties. For additional information, refer to Note 6 .
(c) Revisions primarily represent changes in the present value of liabilities resulting from changes in estimated costs and economic
lives of producing properties.
(d) The increase in current asset retirement obligations is primarily due to an increase in the number of wells expected to be plugged
in the near term.
Note 14 - Leases
The Company leases office space, vehicles, and equipment under non-cancelable operating and finance leases. Lease terms generally
range fro m one to six years and may include renewal or termination options. The Company does not have any material subleases,
purchase options, or residual value guarantees. The Company recognizes right-of-use (“ROU”) assets and lease liabilities on the
Consolidated Balance Sheets for all leases with lease terms of greater than one year. Short-term leases that have an initial term of one
year or less are not capitalized.
Short-term lease costs represent the expense recognized for leases where the company has elected the short-term lease exemption
under ASC 842. This exemption allows the Company to expense, rather than capitalize, leases with a term of 12 months or less. The
Company’s short-term leases are primarily associated with compressor rentals and have been included in the Company’s operating
expenses, with a significant portion allocated to LOE.
The components of lease costs and other information related to leases were as follows:
For the Year Ended December 31,
(in thousands)
2025
2024
2023
Operating lease costs
$ 3,946
$ 1,990
$ 1,814
Finance lease costs
Amortization of the ROU assets
16,883
11,088
9,293
Interest expense on the lease liabilities
3,887
2,547
1,568
Short-term lease costs
46,346
31,129
30,024
Total lease costs
$ 71,062
$ 46,754
$ 42,699
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
Maturities of the Company’s lease liabilities were as follows as of December 31, 2025 :
(in thousands)
2026
2027
2028
2029
2030
Thereafter
Total
Future
Lease
Payments
Less:
Imputed
Interest
Total
Lease
Liabilities
Operating Leases
$ 2,191
$ 680
$ 337
$ 344
$ 351
$ 298
$ 4,201
$ 459
$ 3,742
Finance Leases
26,560
22,135
17,354
11,922
4,497
272
82,740
10,778
71,962
Operating Leases
Finance Leases
Weighted average lease term (years)
3.0
3.7
Weighted average discount rate
6.6 %
7.2 %
The Company determines the lease term as the non-cancelable period plus any renewal options reasonably certain to be exercised. The
discount rate used to measure lease liabilities is the rate implicit in the lease, if readily determinable. Otherwise, the Company uses its
incremental borrowing rate at the lease commencement date.
For additional information regarding cash paid for lease liabilities and non-cash right-of-use asset additions, refer to the Supplemental
Cash Flow Information in Note 20 .
Note 15 - Borrowings
The Company’s borrowings consist of the following amounts (in thousands) as of the reporting periods presented:
As of December 31,
Instrument
Interest Rate
2025
2024
Credit Facility
7.04 %
and
8.63 %
respectively) (a)
$ 485,400
$ 284,400
Term Loan I, due May 2030
6.50 %
—
88,948
Term Loan II, due August 2027
8.83 %
(a)
—
83,851
ABS I Note, due January 2037
5.00 %
—
80,157
ABS II Notes, due July 2037
5.25 %
—
102,431
ABS IV Notes, due February 2037
4.95 %
64,560
79,653
ABS VI Notes, due November 2039
7.50 %
(b)
191,651
242,010
ABS VIII Notes, due May 2044
7.28 %
546,340
585,747
ABS IX Notes, due September 2044
6.89 %
67,177
75,316
ABS X Notes, due February 2045
7.07 %
488,369
—
ABS XI Notes, due November 2045
6.61 %
400,000
—
ABS Maverick Notes, due December 2038
9.10 %
412,244
—
Nordic Bonds, due April 2029
9.75 %
300,000
—
Other miscellaneous borrowings (c)
29,504
113,060
Total borrowings
$ 2,985,245
$ 1,735,573
Less: Current portion of long-term debt
( 236,553 )
( 209,463 )
Less: Deferred financing costs
( 31,616 )
( 22,426 )
Plus: Market premiums
8,133
—
Less: Original issue discounts
( 9,748 )
( 8,216 )
Total noncurrent borrowings, net
$ 2,715,461
$ 1,495,468
(a) Represents the variable interest rate as of period end.
(b) Includes $ 133 million for the assumption of Oaktree’s proportionate share of the ABS VI debt as part of the Oaktree transaction
as of December 31, 2024 . Refer to Note 3 for additional information regarding the Oaktree transaction.
(c) Includes $ 76 million in notes payable issued as part of the consideration in the Oaktree transaction as of December 31, 2024.
Includes $ 23 million and $ 30 million in notes payable issued by a third party financial institution in November 2024 ,
collateralized by two natural gas processing plants and various natural gas compressors and related support equipment in the
Central Region, as of December 31, 2025 and 2024 , respectively . Refer to Note 3 for additional information regarding the
Oaktree acquisition.
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
Credit Facility
The Company maintains a Credit Facility with a lending syndicate, the borrowing base for which is redetermined semi-annually or as
needed. The Company’s wholly owned subsidiary, DP RBL Co LLC, serves as the borrower under the Credit Facility. The borrowing
base is primarily determined by the value of the natural gas and oil properties that serve as collateral for the lending arrangement, and
it may fluctuate due to changes in collateral, which can result from acquisitions or the establishment of ABS, term loans, or other
lending structures.
In March 2025 , in connection with the close of the Maverick acquisition, the Company amended and restated the credit agreement
governing its Credit Facility. The amendment and restatement extended the maturity of the Credit Facility to March 2029 and
increased the borrowing base to $ 900 million , primarily resulting from the additional collateral acquired in the Maverick acquisition.
The Company utilized the proceeds from the upsized borrowing base to fund a portion of the Maverick acquisition and repay the
outstanding principal on Term Loan II. Refer to Note 3 for additional information regarding acquisitions . During the semi-annual
redetermination in October 2025 , the borrowing base was reduced to $ 825 million .
The Credit Facility has an interest rate of SOFR plus an additional spread ranging from 2.75 % to 3.75 % based on utilization . Interest
payments on the Credit Facility are paid on a quarterly basis. Available borrowings under the Credit Facility were $ 305 million as of
December 31, 2025 , which considers the impact of $ 35 million in letters of credit issued to certain vendors.
Term Loan I
In May 2020 , the Company acquired DP Bluegrass LLC, a limited-purpose, bankruptcy-remote, wholly-owned subsidiary, to facilitate
a securitized financing agreement for $ 160 million , structured as a secured term loan (the “Term Loan I”). The Company issued Term
Loan I at a 1 % discount, resulting in net proceeds of $ 158 million , which were used to fund the 2020 Carbon and EQT acquisitions.
Term Loan I is secured by certain producing assets acquired in connection with these acquisitions.
Term Loan I accrued interest at an annual rate of 6.50 % and had a maturity date of May 2030 . Both interest and principal payments on
Term Loan I were made on a monthly basis.
In February 2025 , Term Loan I was repaid and retired from the Company’s outstanding debt.
Term Loan II
In August 2024 , the Company formed DP Yellow Jacket Holdco LLC, a limited-purpose, bankruptcy-remote, wholly-owned
subsidiary to enter into a securitized financing agreement for a $ 60 million term loan and a $ 5 million revolving loan for a total
borrowing base of $ 65 million (the “Term Loan II”). The proceeds from Term Loan II were used, in part, to fund the Crescent Pass
acquisition. For additional information regarding acquisitions, refer to Note 3 .
In October 2024 , the Company amended the Term Loan II and expanded the term loan to $ 83 million and the revolving loan to $ 12
million for a total borrowing base of $ 95 million . This amendment was accounted for as an extinguishment, which resulted in a loss of
$ 2 million , recorded in loss on early retirement of debt in the Consolidated Statements of Comprehensive Income (Loss) . The
expanded borrowing capacity was used to fund a portion of the East Texas II acquisition, and the acquired assets additionally
collateralized the expanded Term Loan II.
The Term Loan II was secured by the Crescent Pass and East Texas II assets and carried an interest at SOFR plus an additional spread
ranging from 3.75 % to 4.75 % and was payable quarterly. The term loan was subject to fixed amortization with monthly principal
payments of $ 0.5 million beginning in February 2025 and escalating to $ 1 million beginning in July 2025 with the remaining unpaid
principal balance due upon maturity in August 2027 . The Term Loan II was to be prepaid if the Company received cash in connection
with an issuance of equity interest or ABS monetization.
In March 2025, the Term Loan II was repaid and retired from the Company’s outstanding debt.
ABS I Notes
In November 2019 , the Company formed Diversified ABS LLC (“ABS I”), a limited-purpose, bankruptcy-remote, wholly-owned
subsidiary, to issue BBB- rated asset-backed securities with a total principal amount of $ 200 million at par (the “ABS I Notes”). The
ABS I Notes were secured by specific upstream producing assets in the Appalachian Region owned by the Company. At the time of
the agreement, 85 % of the natural gas production from these assets was hedged through long-term derivative contracts. The ABS I
Notes carried an annual interest rate of 5 % and had a legal final maturity date of January 2037 , with an amortizing maturity date of
December 2029 . Both interest and principal payments on the ABS I Notes were made on a monthly basis.
In February 2025 , the ABS I Notes were repaid and retired from the Company’s outstanding debt.
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
ABS II Notes
In April 2020 , the Company formed Diversified ABS Phase II LLC (“ABS II”), a limited-purpose, bankruptcy-remote, wholly-owned
subsidiary, to issue BBB- rated asset-backed securities with a total principal amount of $ 200 million (the “ABS II Notes”). The ABS II
Notes were issued at a 2.775 % discount. The Company used the net proceeds of $ 184 million , net of discount, capital reserve
requirement, and debt issuance costs, to reduce the outstanding balance on its Credit Facility. The ABS II Notes were secured by
specific upstream producing assets in the Appalachian Region owned by the Company. At the time of the agreement, 85 % of the
natural gas production from these assets was hedged through long-term derivative contracts. The ABS II Notes carried an annual
interest rate of 5.25 % and had a legal final maturity date of July 2037 , with an amortizing maturity date of September 2028 . Both
interest and principal payments on the ABS II Notes were made on a monthly basis.
In February 2025 , the ABS II Notes were repaid and retired from the Company’s outstanding debt.
ABS III Notes
In February 2022 , the Company formed Diversified ABS III LLC (“ABS III”), a limited-purpose, bankruptcy-remote, wholly-owned
subsidiary, to issue BBB rated asset-backed securities with a total principal amount of $ 365 million at par (the “ABS III Notes”). The
ABS III Notes were secured by certain upstream producing and midstream assets in the Appalachian Region owned by the Company.
The ABS III Notes carried an interest rate of 4.875 % and had a legal final maturity date of April 2039 , with an amortizing maturity
date of November 2030 . Both interest and principal payments on the ABS III Notes were made on a monthly basis.
In May 2025, the ABS III Notes were repaid and retired from the Company’s outstanding debt.
ABS IV Notes
In February 2022 , the Company formed Diversified ABS IV LLC (“ABS IV”), a limited-purpose, bankruptcy-remote, wholly-owned
subsidiary, to issue BBB rated asset-backed securities with a total principal amount of $ 160 million at par (the “ABS IV Notes”). The
ABS IV Notes are secured by a portion of the upstream producing assets acquired through the Blackbeard acquisition. The ABS IV
Notes carry an annual interest rate of 4.95 % and have a legal final maturity date of February 2037 , with an amortizing maturity date of
September 2030 . Both i nterest and principal payments on the ABS IV Notes are made on a monthly basis.
ABS V Notes
In May 2022 , the Company formed Diversified ABS V LLC (“ABS V”), a limited-purpose, bankruptcy-remote, wholly-owned
subsidiary, to issue BBB rated asset-backed securities with a total principal amount of $ 445 million at par value (the “ABS V Notes”).
The ABS V Notes were secured by a majority of the Company’s remaining upstream assets in the Appalachian Region that were not
included in previous ABS transactions. The ABS V Notes carried an annual interest rate of 5.78 % and had a legal final maturity date
of May 2039 , with an amortizing maturity date of December 2030 . Both interest and principal payments on the ABS V Notes were
made on a monthly basis.
In May 2025, the ABS V Notes were repaid and retired from the Company’s outstanding debt.
ABS VI Notes
In October 2022 , the Company formed Diversified ABS VI LLC (“ABS VI”), a limited-purpose, bankruptcy-remote, wholly-owned
subsidiary, to issue, jointly with Oaktree, BBB+ rated asset-backed securities with a total principal amount of $ 460 million . The
Company’s share amounted to $ 236 million before fees, reflecting its 51.25 % ownership interest in the collateral assets (the “ABS VI
Notes”). The ABS VI Notes were issued at a 2.63 % discount and are primarily secured by the upstream assets jointly acquired with
Oaktree in the Tapstone acquisition. The Company recorded its proportionate share of the ABS VI Notes in its Consolidated Balance
Sheets . In June, 2024 , as part of the Oaktree acquisition, the Company assumed Oaktree’s proportionate debt of $ 133 million
associated with the ABS VI Notes. For additional details regarding the Oaktree transaction, refer to Note 3 .
The ABS VI Notes carry an annual interest rate of 7.50 % and have a legal final maturity date of November 2039 , with an amortizing
maturity date of October 2031 . Both interest and principal payments on the ABS VI Notes are made on a monthly basis.
ABS VII Notes
In November 2023, the Company formed DP Lion Equity Holdco LLC (“ABS VII”), a limited-purpose, bankruptcy-remote, wholly-
owned subsidiary, to issue Class A and Class B asset-backed securities (the “Class A Notes,” Class B Notes,” and collectively the
“ABS VII Notes”). These notes are secured by certain upstream producing assets in the Appalachia Region. The Class A Notes, rated
BBB+ , were issued with a total principal amount of $ 142 million , while the Class B Notes, rated BB- , were issued with a total
principal amount of $ 20 million . The Class A Notes carry an annual interest rate of 8.243 % and have a legal final maturity date of
November 2043 , with an amortizing maturity date of February 2034 . The Class B Notes carry an annual interest rate of 12.725 % and
have a legal final maturity date of November 2043 , with an amortizing maturity date of August 2032 . Both interest and principal
payments on the Class A and Class B Notes are made on a monthly basis.
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
In December 2023 , the Company divested 80 % of the equity ownership in ABS VII to outside investors, generating cash proceeds of
$ 30 million . Upon evaluating the remaining 20 % interest in ABS VII , the Company determined that the governance structure does not
allow it to exercise control, joint control, or significant influence over the entity. Consequently, ABS VII is not consolidated within the
Company’s financial statements. The Company’s remaining investment in ABS VII, initially valued at $ 8 million was accounted for at
fair value in accordance with ASC 321, Investments – Equity Securities , with changes in fair value recognized in net income .
ABS VIII Notes
In May 2024 , the Company formed Diversified ABS VIII LLC (“ABS VIII”), a limited-purpose, bankruptcy-remote, wholly-owned
subsidiary, to issue Class A-1 and Class A-2 asset-backed securities (the “Class A-1 Notes,” “Class A-2 Notes,” and collectively the
“ABS VIII Notes”). The Class A-1 Notes, rated A , were issued with a total principal amount of $ 400 million , while the Class A-2
Notes, rated BBB+ , were issued with a total principal amount of $ 210 million . The proceeds from these issuances were used to repay
the outstanding principal of the ABS III & ABS V notes, effectively retiring those notes from the Company’s outstanding debt.
Consequently, ABS III and ABS V were dissolved. The ABS VIII Notes are secured by the collateral that previously secured the ABS
III and ABS V notes, which includes certain upstream producing and midstream assets in the Appalachian Region owned by the
Company, and the remaining upstream assets in the Appalachian Region that were not securitized by previous ABS transactions.
The Class A-1 Notes carry an annual interest rate of 7.076 % , while the Class A-2 Notes carry an annual interest rate of 7.670 % . These
notes have a legal final maturity date of May 2044 , with an amortizing maturity date of March 2033 . Both i nterest and principal
payments on the ABS VIII Notes are made on a monthly basis.
ABS IX Notes
In June 2024 , the Company formed DP Mustang Holdco LLC, a limited-purpose, bankruptcy-remote, wholly-owned subsidiary (“ABS
IX,” formerly “ABS Facility Warehouse”), to secure a bridge loan facility (the “ABS Facility Warehouse Notes”). The initial draw on
the ABS Facility Warehouse Notes amounted to $ 71 million , which included $ 66 million in net proceeds, $ 3 million in restricted cash
interest reserve, and $ 2 million in debt issuance costs. The ABS Facility Warehouse Notes were secured by certain producing assets
that previously collateralized the Credit Facility. It carried an interest rate of SOFR plus an additional 3.75 % and had a legal final
maturity date of May 2029 . Both i nterest and principal payments on the ABS Facility Warehouse Notes were made on a monthly
basis.
In September 2024 , the Company issued Class A and Class B asset-backed securities (the “Class A Notes,” “Class B Notes,” and
collectively the “ABS IX Notes”) with a total principal amount of $ 77 million . The Class A Notes were issued with a total principal
amount of $ 71 million , while the Class B Notes were issued with a total principal amount of $ 6 million . The proceeds from these
issuances were used to repay the outstanding principal of the ABS Facility Warehouse Notes, effectively retiring it from the
Company’s outstanding debt and resulting in a loss on the early retirement of debt amounting to $ 2 million . The Class A Notes carry
an annual interest rate of 6.555 % and have an amortizing maturity date of December 2034 . The Class B Notes carry an annual interest
rate of 11.235 % and have an amortizing maturity date of September 2030 . Both interest and principal payments on the ABS IX Notes
are made on a monthly basis.
ABS X Notes
In February 2025, the Company formed Diversified ABS Phase X LLC, a limited-purpose, bankruptcy-remote, wholly-owned
subsidiary (“ABS X”), to issue Class A-1, Class A-2, and Class B asset-backed securities (the “Class A-1 Notes,” “Class A-2 Notes,”
“Class B Notes,” and collectively the “ABS X Notes”) with a total principal amount of $ 530 million . The Class A-1 Notes, rated A-,
were issued with a total principal amount of $ 200 million . The Class A-2 Notes, rated BBB, were issued with a total principal amount
of $ 240 million . The Class B Notes, rated BB-, were issued with a total principal amount of $ 90 million . The proceeds from these
issuances were used to repay the outstanding principal of the ABS I Notes, ABS II Notes, and Term Loan I, effectively retiring those
notes from the Company’s outstanding debt. The ABS X Notes are secured by certain upstream producing assets in the Appalachian
Region owned by the Company, including those that previously collateralized the ABS I Notes, ABS II Notes, and Term Loan I.
Excess proceeds from the issuance of the Notes were used to fund the Summit acquisition and for general corporate purposes. Refer to
Note 4 for additional information regarding acquisitions.
The Class A-1 Notes carry an annual interest rate of 5.945 % . The Class A-2 Notes carry an annual interest rate of 6.751 % . The Class
B Notes carry an annual interest rate of 10.398 % . These notes have a legal final maturity date of February 2045. Both interest and
principal payments on the ABS X Notes are made on a monthly basis.
ABS Maverick Notes
In February 2025, the Company formed Maverick ABS Holdings LLC, a limited-purpose, bankruptcy-remote, wholly-owned
subsidiary (“ABS Maverick”), to hold the Class A-1, Class A-2, and Class B asset-backed securities (the “Class A-1 Notes,” “Class
A-2 Notes,” “Class B Notes,” and collectively the “ABS Maverick Notes”) assumed as part of the Maverick acquisition. These Notes
had a total principal amount of $ 640 million upon issuance. The Class A-1 Notes, rated A-, were issued with a total principal amount
of $ 285 million . The Class A-2 Notes, rated BBB+, were issued with a total principal amount of $ 260 million . The Class B Notes,
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
rated BB-, were issued with a total principal amount of $ 95 million . Upon acquisition, the ABS Maverick Notes carried a 1.6 % market
premium and are secured by certain upstream producing assets in the Western Anadarko Basin acquired in the Maverick acquisition.
Refer to Note 4 for additional information regarding acquisitions.
The Class A-1 Notes carry an annual interest rate of 8.121 % . The Class A-2 Notes carry an annual interest rate of 8.946 % . The Class
B Notes carry an annual interest rate of 12.436 % . These notes have a legal final maturity date of December 2038. Both interest and
principal payments on the ABS Maverick Notes are made on a monthly basis.
ABS XI Notes
In November 2025, the Company formed DP Keeneland Mile LLC, a limited-purpose, bankruptcy-remote, wholly-owned subsidiary
(“ABS XI”), to issue Class A-1, Class A-2, and Class B asset-backed securities (the “Class A-1 Notes,” “Class A-2 Notes,” “Class B
Notes,” and collectively the “ABS XI Notes”) with a total principal amount of $ 400 million . The Class A-1 Notes were issued with a
total principal amount of $ 247 million . The Class A-2 Notes were issued with a total principal amount of $ 91 million . The Class B
Notes were issued with a total principal amount of $ 62 million . The proceeds from this issuance were used to fund, in part, the Canvas
acquisition and are secured by certain upstream producing assets acquired.
The Class A-1 Notes carry an annual interest rate of 5.757 % . The Class A-2 Notes carry an annual interest rate of 6.547 % . The Class
B Notes carry an annual interest rate of 10.129 % . These notes have a legal final maturity date of November 2045. Both interest and
principal payments on the ABS XI Notes are made on a monthly basis.
Nordic Bonds
In April 2025, the Company issued the Nordic Bonds, consisting of $ 300 million of new senior secured notes in the Nordic bond
market at a 2 % discount, resulting in net proceeds of $ 294 million . The proceeds were used to repay existing indebtedness and for
general corporate purposes. The Nordic Bonds mature in April 2029 and bear interest at a fixed rate of 9.75 % per annum, payable
semi-annually in arrears. The Bonds are guaranteed by the Company and secured by (i) all of the Company’s U.S. bank accounts, (ii)
the equity interests in Diversified Gas and Oil Company (“DGOC”) as well as DGOC’s equity interests in its direct operating
subsidiaries and (iii) interests in certain intercompany loans.
The Nordic Bonds contain the following financial covenants (i) the leverage ratio shall not exceed 3.5 x, (ii) the asset coverage ratio
shall not be less than 1.20 to 1.00, (iii) book equity shall not be less than $ 500 million , and (iv) liquidity shall not be less than 25 % of
the outstanding bonds.
The Nordic Bonds were listed for trading on the Oslo Stock Exchange in October 2025.
Oaktree Seller’s Notes
In June 2024 , the Company partially funded the purchase price of the Oaktree acquisition with deferred consideration in the form of an
unsecured seller’s note from Oaktree (the “Oaktree Seller’s Note”). The Company issued $ 83 million in notes at an annual interest rate
of 8 % , with a legal final maturity date of December 2025 . Deferred interest and principal payments were scheduled in three
installments: December 2024, June 2025, and December 2025.
In October 2024 , the Company modified the terms of the Oaktree Seller’s Note, increasing the rate to 9 % , extending the maturity date
to September 2026 , and changing the payment schedule to monthly interest and principal payments.
In April 2025, the Company used proceeds from the Nordic Bonds to repay the outstanding principal of the Oaktree Seller’s Note,
thereby retiring the notes from the Company’s outstanding debt. For additional information regarding the Oaktree transaction, refer to
Note 3 .
Early Retirement of Debt
In February 2025, the Company used proceeds from the ABS X Notes to repay the outstanding principal of the ABS I & II notes and
Term Loan I, thereby retiring the ABS I & II notes and Term Loan I from the Company’s outstanding debt and resulting in a loss on
the early retirement of debt of $ 27 million . Concurrently, Diversified ABS Holdings LLC, Diversified ABS Phase II Holdings LLC,
and DP Bluegrass Holdings LLC were dissolved. The ABS X Notes are secured by the collateral previously securing the ABS I & II
notes, along with a portion of the collateral previously securing Term Loan I.
In March 2025, the Company used proceeds from the upsized borrowing base on the amended and restated credit agreement governing
the Credit Facility to repay the outstanding principal on Term Loan II, thereby retiring Term Loan II from the Company’s outstanding
debt and resulting in a loss on the early retirement of debt of $ 0.2 million .
In May 2024 , the Company utilized proceeds from the ABS VIII Notes to repay the outstanding principal of the ABS III & ABS V
notes, thereby retiring these notes from the Company’s outstanding debt. The transaction resulted in a loss on the early retirement of
debt amounting to $ 11 million . Concurrently, ABS III and ABS V were dissolved. The ABS VIII Notes are secured by the collateral
that previously secured the ABS III & ABS V notes.
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
Debt Covenants
Credit Facility
The Credit Facility contains certain customary representations and warranties and affirmative and negative covenants, including
covenants relating to: maintenance of books and records; financial reporting and notification; compliance with laws; maintenance of
properties and insurance; and limitations on incurrence of indebtedness, liens, fundamental changes, international operations, asset
sales, making certain debt payments and amendments, restrictive agreements, investments, restricted payments and hedging. The
restricted payment provision governs the Company’s ability to make discretionary payments such as dividends, share repurchases, or
other discretionary payments. DP RBL Co LLC must comply with the following restricted payments test in order to make
discretionary payments (i) leverage is less than 1.5 x and borrowing base availability is > 20 % , or (ii) leverage is between 1.5 x and
2.0 x, free cash flow must be positive, and borrowing base availability must be > 20 % ; and (iii) when leverage exceeds 2.0 x , restricted
payments are prohibited.
Additional covenants require DP RBL Co LLC to maintain a ratio of total debt to EBITDAX of not more than 3.25 to 1.00 and a ratio
of current assets (with certain adjustments) to current liabilities of not less than 1.00 to 1.00 as of the last day of each fiscal quarter.
As of December 31, 2025 , the Company was in compliance with all covenants for its Credit Facility.
ABS IV, VI, VIII, IX, X, XI, and Maverick Notes (Collectively, the “ABS Notes”) and the Nordic Bonds
The ABS Notes and Nordic Bonds are governed by a series of covenants and restrictions typical for such transactions, including (i) the
requirement for the issuer to maintain specified reserve accounts to ensure the payment of interest on the ABS Notes and Nordic Bond,
(ii) provisions for optional and mandatory prepayments, specified make-whole payments under certain conditions, (iii) indemnification
payments in the event that the assets pledged as collateral for the ABS Notes and Nordic Bond are found to be defective or ineffective,
(iv) covenants related to recordkeeping, access to information and similar matters, and (v) compliance with all applicable laws and
regulations, including the Employee Retirement Income Security Act (“ERISA”), environmental laws, and the USA Patriot Act (ABS
IV only).
The ABS Notes and Nordic Bonds are also subject to customary accelerated amortization events as outlined in the indenture. These
events include failure to maintain specified debt service coverage ratios, failure to meet certain production metrics, certain change of
control and management termination events, and the failure to repay or refinance the ABS Notes and Nordic Bond on the applicable
scheduled maturity date.
Additionally, the ABS Notes and Nordic Bonds are subject to customary events of default, which include non-payment of required
interest, principal, or other amounts due, failure to comply with covenants within specified time frames, certain bankruptcy events,
breaches of specified representations and warranties, failure of security interests to be effective, and certain judgments.
As of December 31, 2025 the Company was in compliance with all covenants related to the ABS Notes and Nordic Bonds.
Future Maturities
The table below represents the Company’s future maturities of its total borrowings as of December 31, 2025 , excluding deferred
financing costs, premiums, and discounts:
(in thousands)
2026
2027
2028
2029
2030
Thereafter
Total debt
Debt maturity
$ 236,553
$ 217,426
$ 197,691
$ 969,696
$ 253,467
$ 1,110,412
$ 2,985,245
Interest Expense
The table details the Company’s interest expense for each of the periods presented:
For the Year Ended December 31,
(In thousands)
2025
2024
2023
Interest incurred
Borrowings
$ 216,132
$ 138,829
$ 133,142
Other
1,432
554
606
Total interest incurred
217,564
139,383
133,748
LESS: Capitalized interest
7,597
2,582
2,889
Interest expense
$ 209,967
$ 136,801
$ 130,859
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
Fair Value
The table below represents the fair value of the Company’s debt structures as of the periods presented:
As of December 31,
(in thousands)
2025
2024
Credit Facility (a)
$ 485,400
$ 284,400
Term Loans (b)
—
170,128
ABS notes (b)
2,215,749
1,156,858
Nordic Bond (b)
306,088
—
Other miscellaneous borrowings (a)
24,478
107,588
Total fair value of outstanding debt
$ 3,031,715
$ 1,718,974
(a) Carrying value approximates fair value.
(b) Fair values are measured using a market approach, based upon market rates, which are Level 2 inputs.
Note 16 - Accounts Payable & Accrued Liabilities
All accounts payable and accrued liabilities are classified as current liabilities and are expected to be settled within one year from the
balance sheet date. These obligations are unsecured, non-interest bearing, and are typically settled in the normal course of business.
The carrying amounts approximate fair value due to the short-term nature of these liabilities. There are no material amounts past due
or in dispute as of the balance sheet date. The table below details the Company’s accounts payable and accrued liabilities as of the
periods presented:
As of December 31,
(in thousands)
2025
2024
Accounts payable
$ 81,814
$ 35,013
Accrued operating expense
67,475
37,573
Accrued compensation expense
31,425
21,730
Accrued capital expenditures
41,670
12,017
Other accrued liabilities
53,172
24,046
Total accounts payable & accrued liabilities
$ 275,556
$ 130,379
Note 17 - Other Liabilities
The table below details the Company’s other liabilities as of the periods presented:
As of December 31,
(in thousands)
2025
2024
Other current liabilities
Taxes payable
$ 53,722
$ 33,498
Operating lease liabilities
2,131
1,567
Financing lease liabilities
22,036
12,209
Current portion of ARO
24,857
6,436
Other current liabilities
64,755
47,575
Total other current liabilities
$ 167,501
$ 101,285
Other noncurrent liabilities
Operating lease liabilities
$ 1,611
$ 1,802
Financing lease liabilities
49,926
29,022
Deferred tax liability
11,900
8,011
Other noncurrent liabilities
14,969
5,384
Total other noncurrent liabilities
$ 78,406
$ 44,219
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Diversified Energy Company
Note 18 - Fair Value
The fair value of an asset or liability is defined as the price that would be received for an asset or paid to transfer a liability in the
principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the
measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use
of unobservable inputs. To determine fair value, the Company applies a hierarchy that consists of three input levels. The first and
second levels are regarded as observable, while the third is categorized as unobservable. These input levels may be utilized in the
measurement of fair value as outlined below:
Level 1:
Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2:
Inputs (other than quoted prices included in Level 1) can include the following:
(1) Observable prices in active markets for similar assets or liabilities;
(2) Prices for identical assets or liabilities in markets that are not active;
(3) Directly observable market inputs for substantially the full term of the asset or liability; and
(4) Market inputs that are not directly observable but are derived from or corroborated by observable market data.
Level 3:
Unobservable inputs which reflect the Company’s best estimates of what market participants would use in pricing the
asset or liability at the measurement date.
There were no transfers between fair value levels for the year ended December 31, 2025 .
Recurring Fair Value Measurements
Derivatives
The Company measures the fair value of its derivatives in accordance with ASC 820, Fair Value Measurement, utilizing valuation
models that incorporate observable market inputs whenever available. These inputs typically include contractual terms, current market
prices, forward price curves for natural gas, liquids, and oil, relevant interest rate yield curves (such as U.S. Treasury and SOFR), and
volatility factors.
Derivatives are classified within the fair value hierarchy based on the observability of the inputs used in the valuation. The Company’s
fixed price swaps are classified as Level 2 and are valued using third-party discounted cash flow models, which rely on NYMEX
futures for natural gas and oil derivatives and OPIS forward curves for NGL derivatives. Interest rate derivatives, also classified as
Level 2, are valued using discounted cash flow models that incorporate contracted notional amounts, market-quoted SOFR yield
curves, and credit-adjusted risk-free rates.
Options, including call options, put options, and collars, are classified as Level 2 and valued using the Black-Scholes option pricing
model. This model incorporates contract terms such as maturity, market parameters including NYMEX and OPIS futures, interest
rates, volatility, and counterparty credit risk. Volatility and other significant inputs are obtained from independent third-party pricing
sources and are subject to monthly verification.
Basis swaps are classified as Level 2 and are valued using third-party models based on forward commodity price curves.
Changes in key inputs, such as volatility, may result in changes to the fair value measurement of the Company’s derivatives.
Assets and liabilities measured at fair value on a recurring basis as of the following periods:
As of December 31, 2025
(in thousands)
Level 1
Level 2
Level 3
Assets
Derivatives
—
234,852
—
Liabilities
Derivatives
—
( 596,526 )
—
Total net assets (liabilities)
$ —
$ ( 361,674 )
$ —
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
As of December 31, 2024
(in thousands)
Level 1
Level 2
Level 3
Assets
Derivatives
—
62,198
—
Liabilities
Derivatives
—
( 772,545 )
—
Total net assets (liabilities)
$ —
$ ( 710,347 )
$ —
Nonrecurring Fair Value Measurements
Impairment of Proved Natural Gas & Oil Properties
When impairment occurs, the Company estimates the fair value of the impaired proved natural gas and oil properties through a
discounted cash flow method, which incorporates Level 3 inputs that are not directly observable.
Business combinations
The Company assesses the value of acquired proved properties using an income-based approach as of the acquisition date. This
method is classified as a Level 3 fair value estimate due to its reliance on key assumptions, such as anticipated production volumes,
future commodity pricing, operating costs, weighted average cost of capital (the discount rate) and risk adjustments tailored to the
reserve classification.
Financial Instruments Not Measured at Fair Value
The carrying values of cash and cash equivalents, accounts receivable, other current assets, accounts payable, accrued liabilities, and
other current liabilities approximate fair value due to the highly liquid or short-term nature. The Company’s Credit Facility (see Note
15 ) has a recorded value that approximates fair market value, as it bears interest at a floating rate that approximates a current market
rate.
Note 19 - Commitments & Contingencies
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. To ensure we meet these commitments, we regularly monitor our proved developed reserves.
The following table summarizes our total undiscounted 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
Litigation and Regulatory Proceedings
The Company is involved in various pending legal issues that have arisen in the ordinary course of business. The Company accrues for
litigation, claims, and proceedings when a liability is both probable and the amount can be reasonably estimated. As of December 31,
2025 and 2024 , the Company did not have any material amounts accrued related to litigation or regulatory matters.
For any matters not accrued for, it is not possible to estimate the amount of any additional loss or range of loss that is reasonably
possible. However, based on the nature of the claims, management believes that current litigation, claims, and proceedings are not,
individually or in aggregate, after considering insurance coverage and indemnification, likely to have a material adverse impact on the
Company’s financial position, results of operations, or cash flows.
The Company has no other contingent liabilities that would have a material impact on the Company’s financial position, results of
operations, or cash flows.
Environmental Matters
The Company’s operations are subject to environmental laws and regulations in all the jurisdictions where it operates, and it was in
compliance as of December 31, 2025 and 2024 . However, the Company is unable to predict the impact of additional environmental
laws and regulations that may be adopted in the future, including whether they would adversely affect its operations. The Company
can offer no assurance regarding the significance or cost of compliance associated with any new environmental legislation or
regulation once implemented.
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Notes to the Consolidated Statements Financial Statements
Diversified Energy Company
Note 20 - Supplemental Cash Flow Information
The following table summarizes supplemental cash flow information as follows:
For the Year Ended December 31,
(in thousands)
2025
2024
2023
Supplemental cash flow information:
Cash paid for interest
$ 201,310
$ 123,141
$ 116,784
Cash paid for income taxes
3,479
11,421
8,260
Cash paid for amounts included in the measurement of operating lease liabilities
3,723
1,990
2,044
Cash paid for amounts included in the measurement of finance lease liabilities
15,816
12,473
10,263
Supplemental disclosure of non-cash transactions:
Issuance of common stock for acquisitions
$ 307,221
$ 55,866
$ —
Additions to asset retirement obligations
195,923
105,614
3,192
Right-of-use assets obtained in exchange for operating lease liabilities
25,711
—
—
Right-of-use assets obtained in exchange for finance lease liabilities
3,605
—
—
Cash paid for amounts included in the measurement of operating lease liabilities represents total lease payments made during the
period. For finance leases, cash paid for amounts included in the measurement of lease liabilities represents the principal portion of
lease payments. Interest paid on finance leases is included in cash paid for interest.
For additional information regarding income taxes, stockholders’ equity, ARO, leases, and interest, see Notes 4 , 11 , 13 , 14 , and 15 ,
respectively.
Note 21 - Supplemental Quarterly Financial Information (Unaudited)
In connection with the Company’s transition from International Financial Reporting Standards (“IFRS”) to U.S. GAAP, the quarterly
financial information for the fiscal year ended December 31, 2025 has been prepared and presented for the first time on a U.S. GAAP
basis. As all quarterly amounts reflect the application of U.S. GAAP to periods previously reported only on an IFRS basis, the
summarized quarterly financial information below represents the Company’s initial presentation of U.S. GAAP quarterly results.
For the Three Months Ended
(in thousands, except per share data)
March 31, 2025
June 30, 2025
September 30, 2025
December 31, 2025
Total revenue
$ 62,515
$ 600,338
$ 499,769
$ 666,520
Income (loss) from operations
( 188,112 )
291,381
180,883
250,865
Net income (loss) attributable to DEC
( 323,197 )
297,737
171,115
195,460
EPS
Basic
$ ( 5.52 )
$ 3.77
$ 2.22
$ 2.54
Diluted
( 5.52 )
3.67
2.14
2.48
Note 22 - Subsequent Events
The Company has evaluated subsequent events o ccurring after December 31, 2025 , through February 26, 2026 , the date the financial
statements were issued. The following material transactions occurred subsequent to year-end:
Dividends
Subsequent to December 31, 2025 , in February 2026 , the Company’s board of directors declared a cash dividend on the Company’s
common stock in the amount of $ 0.29 per share. The dividend is payable on June 30, 2026 , to stockholders on record as of the close of
business on May 29, 2026 .
Borrowings
Subsequent to December 31, 2025 , in February 2026 , the Company issued an additional $ 200 million in Nordic Bonds, increasing the
aggregate principal amount of the outstanding Nordic Bonds to $ 500 million .
Acquisitions & Divestitures
Subsequent to December 31, 2025 , in February 2026 , the Company announced that it entered into an agreement to acquire certain
producing properties from Sheridan Production Company for an estimated gross purchase price of $ 245 million before customary
purchase price adjustments. The transaction is expected to close in the second quarter of 2026.
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Supplemental Natural Gas & Oil Information
Diversified Energy Company
Supplemental Natural Gas & Oil Information (Unaudited)
Estimated Reserves
The process of estimating quantities of “proved” and “proved developed” reserves is very complex, requiring significant subjective
decisions in the evaluation of all available geological, engineering, and economic data for each reservoir. The data for a given
reservoir may also change substantially over time as a result of numerous factors, including additional development activity, evolving
production history, and continual reassessment of the viability of production under varying economic conditions. As a result, revisions
to existing reserves estimates may occur from time to time.
Although every reasonable effort is made to ensure that reserves estimates reported represent the most accurate assessments possible,
the subjective decisions and variances in available data for various reservoirs make these estimates generally less precise than other
estimates included in the financial statement disclosures.
For each of the years ended December 31, 2025 , 2024 and 2023 , the estimated proved reserves were independently evaluated by our
independent reserves auditors , NSAI, in accordance with petroleum engineering and evaluation standards published by the Society of
Petroleum Evaluation Engineers and definitions and guidelines established by the SEC. Accordingly, the following reserves estimates
are based on existing economic and operating conditions. Reserves estimates are inherently imprecise, and the Company’s reserves
estimates are generally based on extrapolation of historical production trends. Existing economic conditions include prices and costs at
which economic producibility from a reservoir is to be determined. Based on reserve reporting rules, the price is calculated using the
average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted
arithmetic average of the first-day-of-the-month price for each month within the period, unless prices are defined by contractual
arrangements, excluding escalations based upon future conditions. Therefore, the Company’s estimates are expected to change, and
such changes could be material and occur in the near term as future information becomes available.
The following table summarizes the changes in the Company’s net proved reserves for the periods presented, all of which were located
in the U.S.:
Natural Gas
NGLs
Oil
Total
(MMcf)
(MBbls)
(MBbls)
(MMcfe) (a)
As of December 31, 2022
4,349,611
101,931
14,830
5,050,177
Revisions of previous estimates (b)
(658,917)
153
(230)
(659,379)
Extensions, discoveries and other additions
712
—
50
1,012
Production
(256,378)
(5,832)
(1,377)
(299,632)
Purchase of reserves in place (c)
105,713
2,592
923
126,803
Sales of reserves in place (d)
(340,697)
(3,143)
(1,580)
(369,035)
As of December 31, 2023
3,200,044
95,701
12,616
3,849,946
Revisions of previous estimates (b)
(212,056)
11,305
6,215
(106,936)
Extensions, discoveries and other additions
897
32
33
1,287
Production
(244,298)
(5,980)
(1,568)
(289,586)
Purchase of reserves in place (c)
151,210
2,413
1,228
173,056
Sales of reserves in place (d)
(178)
—
—
(178)
As of December 31, 2024
2,895,619
103,471
18,524
3,627,589
Revisions of previous estimates (b)
777,934
1,521
1,076
793,516
Extensions, discoveries and other additions
16,341
—
—
16,341
Production
(295,723)
(8,821)
(7,935)
(396,259)
Purchase of reserves in place (c)
1,031,562
68,804
99,485
2,041,296
Sales of reserves in place (d)
—
—
—
—
As of December 31, 2025
4,425,733
164,975
111,150
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.
(b) During 2025 , commodity market pricing increased driving a net upward revision of 793,516 MMcfe. During 2024 , commodity
market pricing decreased driving a net downward revision of 106,936 MMcfe. During 2023 , commodity market pricing decreased
significantly driving a net downward revision of 659,379 MMcfe.
(c) During 2025 , purchases of reserves in place were primarily related to the Canvas, Maverick, and Summit acquisitions. During
2024 , purchases of reserves in place were primarily related to the Oaktree, Crescent Pass, and East Texas II acquisitions. During
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Supplemental Natural Gas & Oil Information
Diversified Energy Company
2023 ,purchases of reserves in place were primarily related to the Tanos II acquisition. For additional information about
acquisitions, refer to Note 3 .
(d) During 2025 , 2024 and 2023 , sales of reserves in place were primarily related to divestitures of non-core assets. For additional
information about divestitures , r efer to Note 3 .
Natural Gas
NGLs
Oil
Total
(MMcf)
(MBbls)
(MBbls)
(MMcfe) (a)
Total proved reserves as of:
December 31, 2022
4,349,611
101,931
14,830
5,050,177
December 31, 2023
3,200,044
95,701
12,616
3,849,946
December 31, 2024
2,895,619
103,471
18,524
3,627,589
December 31, 2025
4,425,733
164,975
111,150
6,082,483
Total proved developed reserves as of:
December 31, 2022
4,340,779
101,931
14,830
5,041,345
December 31, 2023
3,184,499
94,391
12,380
3,825,125
December 31, 2024
2,895,619
103,471
18,524
3,627,589
December 31, 2025
4,224,112
159,025
87,041
5,700,508
Total proved undeveloped reserves as of:
December 31, 2022
8,832
—
—
8,832
December 31, 2023
15,545
1,310
236
24,821
December 31, 2024
—
—
—
—
December 31, 2025
201,621
5,950
24,109
381,975
(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.
Capitalized Costs Relating to Natural Gas and Oil Producing Activities
Capitalized costs relating to natural gas and oil producing activities and related accumulated depreciation, depletion and amortization
were as follows:
For the Year Ended December 31,
(in thousands)
2025
2024
2023
Proved properties
$ 5,808,908
$ 3,807,670
$ 3,176,808
Unproved properties
19,804
7,266
8,032
Total capitalized costs
5,828,712
3,814,936
3,184,840
Less: Accumulated depletion
(1,320,953)
(981,715)
(747,202)
Net capitalized costs
$ 4,507,759
$ 2,833,221
$ 2,437,638
Costs Incurred in Natural Gas and Oil Property Acquisition, Exploration and Development Activities
Costs incurred in natural gas and oil property acquisition, exploration and development activities were as follows:
For the Year Ended December 31,
(in thousands)
2025
2024
2023
Proved properties
$ 1,824,666
$ 455,514
$ 76,226
Unproved properties
77,478
13,886
2,356
Total property acquisition costs
1,902,144
469,400
78,582
Total exploration and development costs
92,163
4,587
10,923
Capitalized interest
—
—
—
Total costs
$ 1,994,307
$ 473,987
$ 89,505
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Supplemental Natural Gas & Oil Information
Diversified Energy Company
Results of Operations for Producing Activities
Revenues and expenses related to the production and sale of natural gas, NGLs, and oil were as follows:
For the Year Ended December 31,
(in thousands)
2025
2024
2023
Commodity revenue
$ 1,538,821
$ 732,259
$ 802,399
Operating expense
(644,786)
(339,086)
(349,478)
Depreciation, depletion, amortization & accretion
(457,545)
(284,048)
(248,098)
Results of operations
436,490
109,125
204,823
Income tax benefit (expense)
95,155
23,353
(49,567)
Results of operations, net of income tax benefit (expense)
$ 531,645
$ 132,478
$ 155,256
Standardized Measure of Discounted Future Net Cash Flows
The following information has been developed based on natural gas and crude oil reserves and production volumes estimated by the
Company’s engineering staff. While it can be used for some comparisons, it should not be the sole method for evaluating the
Company or its performance. Additionally, the following information may not represent realistic assessments of future cash flows, nor
should the Standardized Measure of Discounted Future Net Cash Flows (the “Standardized Measure”) be viewed as representative of
the current value of the Company.
The Company believes that the following factors should be considered when reviewing the information:
• Future costs and selling prices will differ from those required to be used in these calculations;
• Due to future market conditions and governmental regulations, actual rates of production in future years may vary significantly
from the rate of production assumed in the calculations;
• The selection of a 10% discount rate is arbitrary and may not be a reasonable measure of the relative risk associated with realizing
future net natural gas and oil revenues; and
• Future net cash flows may be subject to different rates of income taxation.
Under the Standardized Measure, future cash inflows were estimated by using the 12-month average index price for the respective
commodity, calculated as the unweighted arithmetic average of the first day of the month price for each month during the year. Prices
used for the Standardized Measure (adjusted for basis and quality differentials) were as follows:
For the Year Ended December 31,
2025
2024
2023
Natural gas (Mcf)
$ 3.09
$ 1.83
$ 2.49
NGLs (Bbls)
17.54
20.02
21.59
Oil (Bbls)
64.26
74.76
71.89
Future cash inflows were reduced by estimated future development and production costs based on year-end costs to arrive at net cash
flow before tax. Future income tax expense was computed by applying year-end statutory tax rates to future pretax net cash flows, less
the tax basis of the properties involved and the utilization of available tax carryforwards related to natural gas and oil operations. The
applicable accounting standards require the use of a 10% discount rate.
Management does not solely rely on the following information when making investment and operating decisions. These decisions are
based on a number of factors, including estimates of proved reserves and varying price and cost assumptions that are considered more
representative of a range of anticipated economic conditions. The Standardized Measure is as follows:
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Supplemental Natural Gas & Oil Information
Diversified Energy Company
For the Year Ended December 31,
(in thousands)
2025
2024
2023
Future cash inflows
$ 23,713,859
$ 8,600,093
$ 10,900,742
Future production costs
(10,492,260)
(4,497,171)
(5,345,117)
Future development costs (a)
(5,379,265)
(2,655,256)
(1,937,293)
Future income tax expense
(1,619,405)
(303,892)
(653,216)
Undiscounted future net cash flows (b)
6,222,929
1,143,774
2,965,116
10% annual discount for estimated timing of cash flows (b)
(2,040,445)
253,147
(1,219,580)
Standardized Measure
$ 4,182,484
$ 1,396,921
$ 1,745,536
(a) Includes $3,646 million , $2,465 million and $1,716 million in asset retirement costs for the years ended December 31, 2025 , 2024
and 2023 , respectively.
(b) For the year ended December 31, 2024, the PV-10 value is higher than the total undiscounted future net cash flows and the 10%
annual discount is positive due to the Company’s estimated future abandonment costs associated with proved reserves. As the
anticipated timing of the majority of these abandonment costs is many years in the future, these costs have a much larger impact
on the undiscounted future net cash flows as compared to their impact when discounting is applied. Due to this fact, as well as
relatively lower 2024 SEC pricing, the undiscounted future net cash flows were lower than the discounted pre-tax PV-10 value for
the year ended December 31, 2024.
Future cash inflows were reduced by estimated future production and development costs based on year-end costs to determine pre-tax
cash inflows. Future income taxes were computed by applying the year-end statutory tax rate to the excess of pre-tax cash inflows over
the Company’s tax basis in the associated proved natural gas and oil properties, after accounting for permanent differences and tax
credits.
Changes in the Standardized Measure were as follows:
For the Year Ended December 31,
(in thousands)
2025
2024
2023
Standardized Measure, beginning of year
$ 1,396,921
$ 1,745,536
$ 6,743,100
Sales and transfers of natural gas and oil produced, net of
production costs
(879,252)
(374,104)
(431,629)
Net changes in prices and production costs
1,439,378
(804,229)
(5,850,625)
Extensions, discoveries, and other additions, net of future
production and development costs
(283,207)
(77,393)
(13,682)
Acquisition of reserves in place
2,869,296
407,175
122,613
Divestiture of reserves in place
—
(27)
(377,097)
Revisions of previous quantity estimates
605,424
(344)
(1,224,544)
Net change in income taxes
(802,115)
199,303
1,688,208
Previously estimated development costs incurred during the year
—
12,676
—
Changes in production rates (timing) and other
(323,138)
56,610
206,646
Accretion of discount
159,177
231,718
882,546
Standardized Measure, end of year
$ 4,182,484
$ 1,396,921
$ 1,745,536
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Diversified Energy Company
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure
Not applicable.