Diversified Energy Co 6-K, filed Nov 21, 2025
Diversified Energy Co (DEC)
6-K
2025-11-21
For: 2025-11-21
View Original
Added on
April 10, 2026
About this 6-K
Diversified Energy Co filed this 6-K on November 21, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission File Number: 001-41870
Diversified Energy Company PLC
(Translation of registrant’s name into English)
1600 Corporate Drive
Birmingham, Alabama 35242
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENTS ON FORM S-8 (FILE NO. 333-276139 AND 333-287374) AND THE REGISTRATION STATEMENTS ON FORM F-3ASR (FILE NO.
333-284846 AND 333-287373) OF DIVERSIFIED ENERGY COMPANY PLC, AND, IN EACH CASE, TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
EXHIBIT INDEX
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Exhibit
No.
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Description
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RNS Announcement dated November 21, 2025.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Diversified Energy Company plc
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Date:
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November 21, 2025
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By:
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/s/ Bradley G. Gray
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Bradley G. Gray
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President & Chief Financial Officer
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Exhibit 99.1
Final Approval of The Scheme of Arrangement
New York Stock Exchange (“NYSE”) to be Primary Listing Venue of Shares and Delaware Incorporation of Diversified Energy Company
Diversified Will Retain UK listing on the Equity Shares (International Commercial Companies Secondary Listing) Category
Diversified Energy Company plc (the “Company”) (NYSE:DEC, LSE: DEC) is pleased to announce that following the approval received at the shareholder meetings on November 10, 2025, the High Court of
Justice of England and Wales (the “Court”) has today issued an order sanctioning the scheme of arrangement under Part 26 of the Companies Act 2006 to introduce Diversified Energy Company, a new Delaware-incorporated company (“Diversified”) as the
parent holding company of the Company (the “Scheme”). A copy of the Court order will be delivered to the Registrar of Companies for England and Wales today, following which the Scheme will become effective. This marks a significant milestone for the
Company.
In addition, on September 30, 2025, the Company announced its intention to move
its primary listing to the New York Stock Exchange while retaining a secondary listing on the London Stock Exchange and the prospectus in relation to the admission of Diversified’s common stock to listing on the equity shares (international
commercial companies secondary listing) category of the Official List of the FCA and trading on the London Stock Exchange’s main market for listed securities was approved by the FCA and with the prospectus published on November 19, 2025. Following
the Scheme becoming effective, it is expected that the NYSE notification of the primary listing of Diversified common stock will be released today and commencing on Monday, November 24, 2025, the Company’s common stock are expected to be primarily
listed on the NYSE and the LSE Admission is expected to become effective at 8.00am (London time) on November 24, 2025. Following the Scheme becoming
effective, Diversified will continue its share buyback program on the same terms as was previously announced by the Company on 20 March 2025, as updated on 11 August 2025.
Further, as a result of the Scheme becoming effective, the listing of the ordinary shares of the Company on the equity shares (commercial companies) category of the Official List of the FCA will be
cancelled with effect from 7.00am (London time) on November 24, 2025 and the last day of dealings in the Company’s shares will be today, November 21, 2025.
For further information, please contact:
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Diversified Energy Company
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+1 973 856 2757
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Doug Kris
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dkris@dgoc.com
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Senior Vice President, Investor Relations & Corporate Communications
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FTI Consulting
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dec@fticonsulting.com
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U.S. & UK Financial Media Relations
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About Diversified Energy Company
Diversified is a leading publicly traded energy company focused on acquiring, operating, and optimizing cash generating energy assets. Through our unique differentiated strategy, we acquire existing, long-life assets and
invest in them to improve environmental and operational performance until retiring those assets in a safe and environmentally secure manner. Recognized by ratings agencies and organizations for our sustainability leadership, this solutions-oriented,
stewardship approach makes Diversified the Right Company at the Right Time to responsibly produce energy, deliver reliable free cash flow, and generate shareholder value.
Forward-Looking Statements
This announcement contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995). These forward-looking statements, which contain the words "anticipate", "believe",
"intend", "estimate", "expect", "may", "will", "seek", "continue", "aim", "target", "projected", "plan", "goal", "achieve", “opportunity” and words of similar meaning, reflect the Company's beliefs and expectations and are based on numerous
assumptions regarding the Company's present and future business strategies and the environment the Company will operate in and are subject to risks and uncertainties that may cause actual results to differ materially. No representation is made that
any of these statements or forecasts will come to pass or that any forecast results will be achieved. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on
circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, including the risk factors described in the "Risk Factors" section in the Company's Annual Report and Form 20-F for the year ended December 31,
2024, filed with the United States Securities and Exchange Commission and the risk factors described in the “Risk Factors” section of the Prospectus published by Diversified and approved by the FCA. Forward-looking statements speak only as of their
date and neither the Company nor any of its directors, officers, employees, agents, affiliates or advisers expressly disclaim any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, except where it
would be required to do so under applicable law. As a result, you are cautioned not to place undue reliance on such forward-looking statements.