Diversified Energy Co 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures The Company maintains disclosure controls and procedures, as defined in U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”) Rule 13a-15(e), that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The Chief Executive Officer and Chief Financial Officer, with the participation of management, have evaluated the effectiveness of the Company’s disclosure controls and procedures in relation to Exchange Act Rule 13a-15(b), and have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2025 . Management’s Annual Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process, designed by, or under the supervision of, the Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel 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. The Company’s internal control over financial reporting includes those policies and procedures that: • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; • Provide reasonable assurances that transactions are recorded as necessary to permit the 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 the authorizations of management and Directors of the Company; and • Provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on its 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 policies and procedures may deteriorate. Management of the Company evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 based on criteria established in the Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Following this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025 . Management’s assessment and conclusion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 excludes an assessment of the internal control over financial reporting of Canvas Energy, which was acquired in 2025. Canvas Energy is included in our consolidated financial statements and represented approximately 9% of our total assets as of December 31, 2025 and approximately 1% of our consolidated revenues for the year ended December 31, 2025 . The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 , has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under Item 8 within this Annual Report on Form 10-K . Changes in Internal Controls Over Financial Reporting There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 , which materially affected, or were reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) or may represent a non-Rule 10b5-1 trading 101 Table of Contents Form 10-K Diversified Energy Company arrangement under the Exchange Act. During the quarter ended December 31, 2025 , no such plans or other arrangements were adopted or terminated . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is incorporated herein by reference to our definitive proxy statement which will be filed with the SEC within 120 days after December 31, 2025 . We have adopted a Code of Business Conduct & Ethics (the “Code of Conduct”) that applies to all of our and our subsidiaries’ directors, officers, employees, and business partners, including our principal executive, principal financial and principal accounting officers, or persons performing similar functions. Our Code of Conduct is posted on our website located at https://www.div.energy/ about-us/corporate-governance/. We will satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, any provision of the Code of Conduct by disclosing the nature of that amendment or waiver on its website within four business days following the date of the amendment or waiver. Item 11. Executive Compensation The information required by this item is incorporated herein by reference to our definitive proxy statement which will be filed with the SEC within 120 days after December 31, 2025 . Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated herein by reference to our definitive proxy statement which will be filed with the SEC within 120 days after December 31, 2025 . Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated herein by reference to our definitive proxy statement which will be filed with the SEC within 120 days after December 31, 2025 . Item 14. Principal Accountant Fees and Services The information required by this item is incorporated herein by reference to our definitive proxy statement which will be filed with the SEC within 120 days after December 31, 2025 . 102 Table of Contents Form 10-K Diversified Energy Company PART IV Item 15. Exhibits and Financial Statement Schedules (a) The following documents are filed as part of this Annual Report on Form 10-K : (1) Financial Statements. Financial statements are listed in the index included in Part II. Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K . (2) Financial Statement Schedules. No financial statement schedules are applicable or required. (3) Exhibits. The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Annual Report on Form 10-K . (b) Exhibits. The exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index, which is incorporated herein by reference. Exhibit No. Incorporated by reference Filed Furnished Description Form Exhibit Filing Date Herewith Only 2.1 † Merger Agreement, dated as of January 24, 2025, by and among Maverick Natural Resources, LLC, Diversified Energy Company plc, Remington Merger Sub, LLC, and for certain provisions therein, Diversified Gas & Oil Corporation and EIG Management Company, LLC 6-K File No. 001-41870 99.1 1/27/2025 2.2 † Agreement and Plan of Merger, dated as of September 8, 2025, by and among Diversified Production LLC, Diversified Energy Company PLC, Corsair Merger Sub, Inc., Canvas Energy Inc. and CEI Representative LLC, as equityholders’ representative. 6-K File No. 001-41870 99.2 9/9/2025 3.1 Amended and Restated Certificate of Incorporation of Diversified Energy Company 8-K File No. 001-41870 3.1 11/24/2025 3.2 Amended and Restated Bylaws of Diversified Energy Company 8-K File No. 001-41870 3.2 11/24/2025 4.1 Description of Capital Stock 8-K File No. 001-41870 4.1 11/24/2025 4.2 † Indenture, dated February 23, 2022, by and between Diversified ABS Phase IV LLC, as issuer, and UMB Bank, N.A., as indenture trustee and securities intermediary 20FR12B File No. 001-41870 4.28 11/16/2023 4.3 † Indenture, dated October 27, 2022, among Diversified ABS Phase VI LLC, as issuer, Diversified ABS VI Upstream LLC and Oaktree ABS VI Upstream LLC, as guarantors and UMB Bank, N.A., as indenture trustee and securities intermediary 20FR12B File No. 001-41870 4.30 11/16/2023 4.4 † Indenture, dated November 30, 2023, by and between DP Lion Holdco LLC, as issuer and UMB Bank, N.A., as indenture trustee and securities intermediary 20FR12B/ A File No. 001-41870 4.31 12/8/2023 4.5 † Indenture, dated May 30, 2024, among Diversified ABS VIII LLC, as issuer, Diversified ABS III Upstream LLC and Diversified ABS V Upstream LLC, as guarantor and UMB Bank, N.A., as indenture trustee and securities intermediary F-1 File No. 333-281669 4.8 8/20/2024 4.6 † Indenture, dated September 19, 2024, among DP Mustang Holdco LLC, as issuer, and UMB Bank, N.A., as indenture trustee and securities intermediary 20-F File No. 001-41870 4.5 3/17/2025 103 Table of Contents Form 10-K Diversified Energy Company Exhibit No. Incorporated by reference Filed Furnished Description Form Exhibit Filing Date Herewith Only 4.7 † Base Indenture, dated as of February 27, 2025, by and among Diversified ABS X LLC, as issuer, Diversified ABS LLC, Diversified ABS Phase II LLC, and Diversified ABS Phase X LLC, as guarantors, and UMB Bank, N.A., as indenture trustee and securities intermediary 20-F File No. 001-41870 4.13 3/17/2025 4.8 † Series 2025-1 Supplement dated February 27, 2025, by and among Diversified ABS X LLC, as issuer, Diversified ABS LLC, Diversified ABS Phase II LLC, and Diversified ABS Phase X LLC, as guarantors, and UMB Bank, N.A., as indenture trustee and securities intermediary ü 4.9 † Indenture, dated as of October 26, 2023, among MNR ABS Issuer I, LLC, as issuer, MNR ABS Agent Corp, as AgentCorp, and UMB Bank, N.A. as indenture trustee, note registrar, paying agent and securities intermediary ü 4.10 Bond Terms for 9.75% Senior Secured Bonds due 2029, dated April 7, 2025, by and between Diversified Gas & Oil Corporation and Nordic Trustee, AS, as bond trustee. 8-K File No. 001-41870 4.1 2/10/2026 4.11 Tap Issue Addendum for 9.75% Senior Secured Bonds due 2029 dated February 5, 2026 by and between Diversified Gas & Oil Corporation and Nordic Trustee, AS, as bond trustee. 8-K File No. 001-41870 4.2 2/10/2026 4.12 † Base Indenture, dated as of November 24, 2025, by and among DP Keeneland Mile LLC, as issuer, DP Ponies LLC, DP Secretariat LLC, DP American Pharoah LLC, DP Seabiscuit LLC and DP Sovereignty LLC, as guarantors, and UMB Bank, N.A., as indenture trustee and securities intermediary ü 4.13 † Series 2025-1 Supplement dated as of November 24, 2025, by and among DP Keeneland Mile LLC, as issuer, DP Ponies LLC, DP Secretariat LLC, DP American Pharoah LLC, DP Seabiscuit LLC and DP Sovereignty LLC, as guarantors, and UMB Bank, N.A., as indenture trustee and securities intermediary ü 10.2 † Registration Rights Agreement dated as of August 15, 2024, between Diversified Energy Company plc and Crescent Pass Energy Holdings, LLC F-1 File No. 333-281669 10.32 8/20/2024 10.3 † Registration Rights Agreement, dated as of March 14, 2025, by and between Diversified Energy Company PLC, the holders set on the signature pages thereto, and, solely for purposes of Section 2.8 therein, Diversified Gas & Oil Corporation. 20-F File No. 001-41870 4.14 3/17/2025 10.4 * Diversified Gas & Oil PLC Amended and Restated 2017 Equity Incentive Plan S-8 File No. 333-287374 4.1 5/16/2025 10.5 * Diversified Energy Company 2025 Equity Incentive Plan 8-K File No. 001-41870 10.1 11/24/2025 10.6 * Diversified Energy Company Amended and Restated Employee Stock Purchase Plan 8-K File No. 001-41870 10.2 11/24/2025 104 Table of Contents Form 10-K Diversified Energy Company Exhibit No. Incorporated by reference Filed Furnished Description Form Exhibit Filing Date Herewith Only 10.7 † Second Amended and Restated Revolving Credit Agreement, dated as of March 14, 2025, among DP RBL CO LLC, as borrower, KeyBank National Association, as administrative agent and issuing bank, Keybanc Capital Markets, as coordinating lead arranger and sole book runner, and the lenders party thereto 20-F File No. 001-41870 4.16 3/17/2025 10.8 First Amendment to Second Amended and Restated Revolving Credit Agreement, dated as of May 22, 2025, among DP RBL Co LLC , as borrower, the guarantors party thereto, KeyBank National Association, as administrative agent and issuing bank, Keybanc Capital Markets, as coordinating lead arranger and sole book runner, and the lenders party thereto ü 10.9 Second Amendment to Second Amended and Restated Revolving Credit Agreement, dated as of October 9, 2025, among DP RBL Co LLC , as borrower, the guarantors party thereto, KeyBank National Association, as administrative agent and issuing bank, Keybanc Capital Markets, as coordinating lead arranger and sole book runner, and the lenders party thereto. 6-K File No. 001-41870 10.1 10/9/2025 10.10 * Form of Executive Officer Annual Performance Compensation Award Agreement ü 10.11 * Form of Indemnification Agreement for Directors and Executive Officers ü 10.12 * Diversified Energy Company Executive Severance Plan and Form of Participation Agreement 8-K File No. 001-41870 10.1 1/7/2026 10.13 * Form of Award Agreement (Director Grants) ü 10.14 * Form of Executive Award Agreement (2025 Plan) ü 10.15 * Form of Award Agreement for 2024 Grants (2017 Plan) ü 10.16 * Form of Award Agreement for 2025 Grants (2017 Plan) ü 10.17 * Form of Award Agreement for Inducement Grant (2017 Plan) ü 10.18 * Form of Award Agreement for Options (2017 Plan) ü 19.1 Securities Dealing and Insider Trading Policy ü 21.1 List of subsidiaries ü 23.1 Consent of PricewaterhouseCoopers LLP ü 23.2 Consent of Netherland, Sewell & Associates, Inc. ü 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ü 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ü 32.1 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 ü 97.1 Diversified Energy Company Clawback Policy Applicable to Executive Officers ü 105 Table of Contents Form 10-K Diversified Energy Company Exhibit No. Incorporated by reference Filed Furnished Description Form Exhibit Filing Date Herewith Only 99.1 Netherland, Sewell & Associates, Inc. estimates of reserves and future revenue to the Diversified Energy Company (formerly known as Diversified Gas & Oil PLC) interest in certain natural gas and oil properties located in the United States as of December 31, 2025 ü 101 Interactive Data File. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Management contract or compensatory plan or arrangement. † Certain schedules and attachments have been omitted. The registrant hereby undertakes to provide further information regarding such omitted materials to the Securities and Exchange Commission upon request. Item 16. Form 10-K Summary Not applicable. Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on February 26, 2026 . DIVERSIFIED ENERGY COMPANY (Registrant) /s/ Rusty Hutson, Jr. Robert R. “Rusty” Hutson, Jr. Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 26, 2026 . /s/ Rusty Hutson, Jr. Chief Executive Officer and Director Robert R. “Rusty” Hutson, Jr. (Principal Executive Officer) /s/ Bradley G. Gray President and Chief Financial Officer Bradley G. Gray (Principal Financial Officer) /s/ Michael Garrett SVP & Chief Accounting Officer Michael Garrett (Principal Accounting Officer) /s/ David E. Johnson Chairman of the Board David E. Johnson /s/ Kathryn Z. Klaber Director Kathryn Z. Klaber /s/ Martin K. Thomas Director Martin K. Thomas /s/ David J. Turner, Jr. Director David J. Turner, Jr.