Diversified Energy Co 10-Q for FY2026 Q1

Diversified Energy Co (DEC)

10-Q 2026-05-06 For: 2026-03-31

Added on May 06, 2026

About this 10-Q

Diversified Energy Co filed this 10-Q on May 6, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).

Headline figures

Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $27.14M; down 56.6% from $62.52M a year earlier
Net loss: $160.62M; compared with a net loss of $323.2M a year earlier
Diluted EPS: -$2.13; compared with -$5.52 a year earlier

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	Diversified Energy Company
	(Exact name of registrant as specified in its charter)

	Delaware		42-2283606
	State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

	1600 Corporate Drive Birmingham, Alabama		35242
	(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	DEC	New York Stock Exchange


Large accelerated filer	þ	Accelerated filer	¨	Non-accelerated filer	¨
Smaller reporting company	¨	Emerging growth company	¨


		Page
Part I	Financial Information
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	36
Part II	Other Information
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	38
Item 6.	Exhibits	38
	Signatures	39


	Page
Condensed Consolidated Financial Statements (Unaudited)	5
Condensed Consolidated Balance Sheets	5
Condensed Consolidated Statements of Comprehensive Income (Loss)	6
Condensed Consolidated Statements of Changes in Stockholders' Equity	7
Condensed Consolidated Statements of Cash Flows	8
Notes to the Condensed Consolidated Financial Statements	9


	Registrant’s telephone number, including area code:	(205) 408-0909


Table of Contents	Condensed Consolidated Financial Statements (Unaudited)	Diversified Energy Company


	As of
(In thousands, except par and share data)	March 31, 2026	December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$54,539	$29,697
Restricted cash	17,303	21,750
Accounts receivable, net	411,674	408,399
Derivatives	76,946	153,150
Prepaid expenses and other current assets	66,947	37,166
Total current assets	$627,409	$650,162
Noncurrent assets:
Natural gas and oil properties (successful efforts method):
Proved natural gas and oil properties	$5,850,455	$5,808,908
Unproved natural gas and oil properties	19,804	19,804
Accumulated depletion	(1,412,289)	(1,320,953)
Natural gas and oil properties, net	4,457,970	4,507,759
Property, plant, and equipment, net	460,270	446,022
Restricted cash	83,660	93,663
Deferred tax assets	436,211	287,135
Other assets	170,697	184,218
Total assets	$6,236,217	$6,168,959
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$76,427	$81,814
Accrued liabilities	158,844	193,742
Revenue to be distributed	264,217	240,125
Current portion of long-term debt, net	235,255	236,553
Derivatives	336,738	155,959
Derivatives settlements payable	120,235	27,405
Other current liabilities	144,067	140,096
Total current liabilities	$1,335,783	$1,075,694
Noncurrent liabilities:
Asset retirement obligations	$870,043	$863,841
Long-term debt, net	2,652,709	2,715,461
Derivatives	540,743	440,567
Other liabilities	92,985	78,406
Total liabilities	$5,492,263	$5,173,969
Commitments and contingent liabilities (Note 12)
Stockholders' equity:
Common stock ($0.01 par value; 350,000,000 authorized; 72,323,471 and 76,979,625 shares issued and outstanding)	$723	$769
Additional paid in capital	1,426,156	1,491,719
Accumulated other comprehensive income (loss)	(583)	(583)
Retained earnings (accumulated deficit)	(692,932)	(507,847)
Total stockholders' equity attributable to DEC	$733,364	$984,058
Noncontrolling interests	10,590	10,932
Total stockholders' equity	$743,954	$994,990
Total liabilities and stockholders' equity	$6,236,217	$6,168,959


(In thousands, except share and per share data)	For the Three Months Ended
(In thousands, except share and per share data)	March 31, 2026	March 31, 2025
Revenue
Natural gas	$314,149	$228,510
NGLs	60,959	48,094
Oil	181,099	52,815
Total commodity revenue	$556,207	$329,419
Gain (loss) on derivatives	(548,383)	(284,284)
Midstream	11,764	10,598
Other	7,556	6,782
Total revenue	$27,144	$62,515
Operating expense
Lease operating expense	$(132,968)	$(73,439)
Production taxes	(30,491)	(16,433)
Midstream operating expense	(20,236)	(18,636)
Transportation expense	(28,568)	(26,719)
Accretion of asset retirement obligation	(13,248)	(8,358)
General and administrative expense	(41,708)	(34,086)
Depreciation, depletion and amortization	(108,565)	(74,646)
Gain (loss) on natural gas and oil properties and equipment	98,077	1,689
Total operating expense	$(277,707)	$(250,628)
Income (loss) from operations	$(250,563)	$(188,113)
Other income (expense)
Interest expense	$(63,412)	$(42,712)
Loss on debt extinguishment	—	(26,971)
Other income (expense)	548	268
Income (loss) before taxation	$(313,427)	$(257,528)
Income tax benefit (expense)	152,762	(65,292)
Net income (loss)	$(160,665)	$(322,820)
Other comprehensive income (loss)	—	(210)
Total comprehensive income (loss)	$(160,665)	$(323,030)

Net income (loss) attributable to:
DEC	$(160,617)	$(323,198)
Noncontrolling interest	(48)	378
Net income (loss)	$(160,665)	$(322,820)

Earnings (loss) per share attributable to DEC
Basic	$(2.13)	$(5.52)
Diluted	$(2.13)	$(5.52)
Weighted average shares outstanding
Basic	75,255,211	58,595,436
Diluted	75,255,211	58,595,436


	Common Stock
	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 December 31, 2024	50,649,844	$14,595	$1,145,889	$(935)	$(759,471)	$400,078	$11,879	$411,957
Net income (loss)	—	—	—	—	(323,198)	(323,198)	378	(322,820)
Other comprehensive income (loss)	—	—	—	(210)	—	(210)	—	(210)
Issuances of common stock	29,694,213	7,619	363,092	—	—	370,711	—	370,711
Repurchases of common stock	(169,194)	—	(2,273)	—	—	(2,273)	—	(2,273)
Share-based compensation	211,887	—	3,540	—	(1,262)	2,278	—	2,278
Dividends declared	—	—	17,153	—	(17,153)	—	—	—
Distributions to noncontrolling interest owners	—	—	—	—	—	—	(250)	(250)
Balance as of March 31, 2025	80,386,750	$22,214	$1,527,401	$(1,145)	$(1,101,084)	$447,386	$12,007	$459,393

Balance as of December 31, 2025	76,979,625	$769	$1,491,719	$(583)	$(507,847)	$984,058	$10,932	$994,990
Net income (loss)	—	—	—	—	(160,617)	(160,617)	(48)	(160,665)
Other comprehensive income (loss)	—	—	—	—	—	—	—	—
Repurchases of common stock	(5,033,364)	(50)	(70,679)	—	—	(70,729)	—	(70,729)
Share-based compensation	377,210	4	5,503	—	(2,407)	3,100	—	3,100
Dividends declared	—	—	(387)	—	(22,061)	(22,448)	—	(22,448)
Distributions to noncontrolling interest owners	—	—	—	—	—	—	(294)	(294)
Balance as of March 31, 2026	72,323,471	$723	$1,426,156	$(583)	$(692,932)	$733,364	$10,590	$743,954


	Three Months Ended
(In thousands)	March 31, 2026	March 31, 2025
Cash flows from operating activities:
Net income (loss)	$(160,665)	$(322,820)
Adjustments to reconcile net income (loss) to cash flows from operating activities:
Depreciation, depletion and amortization	108,565	74,646
Accretion of asset retirement obligations	13,248	8,358
Income tax (benefit) expense	(152,762)	65,292
(Gain) loss on derivatives	548,383	284,284
Cash proceeds (payments) on settlement of derivatives	(150,479)	(52,236)
Settlement of asset retirement costs	(9,755)	(2,310)
(Gain) loss on natural gas and oil properties and equipment	(98,077)	(1,689)
Loss on early retirement of debt	—	26,971
Non-cash share-based compensation	4,474	1,825
Other	13,710	5,932
Changes in working capital:
Accounts receivable, net	(6,364)	27,736
Other assets	(9,758)	(7,159)
Accounts payable	(6,344)	10,709
Other liabilities	74,556	(34,681)
Net cash provided by operating activities	168,732	84,858
Cash flows from investing activities:
Consideration for business acquisitions, net of cash acquired	—	(329,709)
Consideration for asset acquisitions, net of cash acquired	(42,785)	(49,989)
Proceeds from divestitures	102,129	2,712
Capital expenditures	(58,007)	(28,031)
Net cash provided by (used in) investing activities	1,337	(405,017)
Cash flows from financing activities:
Repayment of borrowings	(747,201)	(796,322)
Proceeds from borrowings	690,539	1,300,714
Debt issuance costs	(3,947)	(23,056)
Hedge modifications associated with ABS Notes	—	(171,134)
Proceeds from equity issuance, net	—	117,468
Principal element of lease payments	(5,224)	(3,714)
Dividends to stockholders	(22,061)	(17,153)
Distributions to noncontrolling interest owners	(294)	(251)
Repurchases of common stock (stock repurchase program)	(71,489)	—
Net cash provided by (used in) financing activities	$(159,677)	$406,552
Net change in cash, cash equivalents and restricted cash	10,392	86,393
Cash, cash equivalents and restricted cash, beginning of period	145,110	52,259
Cash, cash equivalents and restricted cash, end of period	$155,502	$138,652
Cash and cash equivalents	54,539	32,641
Restricted cash	100,963	106,011
Total cash, cash equivalents and restricted cash	$155,502	$138,652


Table of Contents	Notes to the Condensed Consolidated Financial Statements (Unaudited)	Diversified Energy


Note 1 - Basis of Presentation and Summary of Significant Accounting Policies	9	Note 8 - Compensation Plans	17
Note 2 - Acquisitions & Divestitures	10	Note 9 - Asset Retirement Obligations	19
Note 3 - Income Tax	13	Note 10 - Borrowings	20
Note 4 - Earnings (Loss) Per Share	13	Note 11 - Fair Value	24
Note 5 - Natural Gas & Oil Properties	14	Note 12 - Commitments & Contingencies	25
Note 6 - Derivatives	14	Note 13 - Supplemental Cash Flow Information	26
Note 7 - Stockholders' Equity	16	Note 14 - Subsequent Events	26


ASU Number	Description	Effective Date
ASU 2024-04	Debt—Debt with Conversion and Other Options	January 1, 2026
ASU 2025-05	Measurement of credit losses for accounts receivable and contract assets from transactions accounted for under Topic 606	January 1, 2026


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


Three Months Ended
March 31, 2026	March 31, 2025
U.S. federal statutory tax rate	21.0%	21.0%
State income taxes, net of federal tax benefit	4.5%	4.0%
Federal credits(a)	23.8%	(50.5)%
Other, net	(0.6)%	0.1%
Effective tax rate	48.7%	(25.4)%


	As of
(in thousands)	March 31, 2026
Costs
Beginning balance	$5,828,712
Additions(a)	41,892
Disposals	(345)
Ending balance	$5,870,259
Depletion and impairment
Beginning balance	$(1,320,953)
Depletion expense	(91,336)
Ending balance	$(1,412,289)
Net book value	$4,457,970


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;
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


	As of March 31, 2026
(in thousands, except volume data)	Volume	Fair Value
Natural gas (Mmbtu)
Swaps	1,108,523	$(341,528)
Two-way collars	139,511	16,110
Three-way collars	157,536	(25,716)
Stand-alone calls(a)	72,876	(76,127)
Basis swaps	780,181	4,395
Purchased puts	7,978	2,234
Sold puts	16,537	(3,356)
Total natural gas	2,283,142	$(423,988)
NGLs (MBbls)
Swaps	24,519	$(107,932)
Stand-alone calls	688	(5,307)
Total NGLs	25,207	$(113,239)
Oil (MBbls)
Swaps	24,418	$(186,496)
Three-way collars	3,473	(18,906)
Sold calls	1,454	(17,024)
Total oil	29,345	$(222,426)
Interest
SOFR interest rate swap ($5,520 principal hedged, 4.15% fixed-rate)		$75
Total interest		$75
Total fair value of derivatives		$(759,578)


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


	As of March 31, 2026
(in thousands)	Presented without Effects of Netting	Effects of Netting	As Presented with Effects of Netting
Current assets	$114,177	$(37,231)	$76,946
Noncurrent assets	233,122	(192,165)	40,957
Total assets	$347,299	$(229,396)	$117,903
Current liabilities	(373,969)	37,231	(336,738)
Noncurrent liabilities	(732,908)	192,165	(540,743)
Total liabilities	$(1,106,877)	$229,396	$(877,481)
Total net assets (liabilities)	$(759,578)	$—	$(759,578)


	Number of Shares	Weighted Average Grant Date Fair Value per Share
Balance as of December 31, 2025	1,970,907	$12.17
Granted	1,427,841	15.53
Vested	(230,788)	19.84
Forfeited	—	—
Balance as of March 31, 2026	3,167,960	$13.12


			As of
Instrument	Interest Rate		March 31, 2026
Credit Facility	6.73%	(a)	$314,600
ABS IV Notes, due February 2037	4.95%		61,015
ABS VI Notes, due November 2039	7.50%		180,656
ABS VIII Notes, due May 2044	7.28%		537,213
ABS IX Notes, due September 2044	6.89%		64,767
ABS X Notes, due February 2045	7.07%		475,106
ABS XI Notes, due November 2045	6.61%		379,143
ABS Maverick Notes, due December 2038	9.10%		384,315
Nordic Bonds, due April 2029	9.75%		500,000
Other miscellaneous borrowings(b)			32,359
Total borrowings			$2,929,174
Less: Current portion of long-term debt			(235,255)
Less: Deferred financing costs			(33,819)
Plus: Market premiums			8,282
Less: Original issue discounts			(15,673)
Total noncurrent borrowings, net			$2,652,709


(in thousands)	Remainder of 2026	2027	2028	2029	2030	Thereafter	Total debt
Debt maturity	$179,247	$215,797	$199,320	$998,896	$252,994	$1,082,920	$2,929,174


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:


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.


	As of March 31, 2026
(in thousands)	Level 1	Level 2	Level 3
Assets
Derivatives	—	117,903	—
Liabilities
Derivatives	—	(877,481)	—
Total net assets (liabilities)	$—	$(759,578)	$—


	Remainder of 2026	2027	2028	2029	2030	Thereafter	Total
Natural gas (MMcf)	263,869	109,942	68,212	54,584	54,584	1,013,206	1,564,397


	For the Three Months Ended March 31,
	2026	2025	Change	% Change
Net production
Natural gas (MMcf)	76,838	63,468	13,370	21%
NGLs (MBbls)	2,554	1,593	961	60%
Oil (MBbls)	2,608	783	1,825	233%
Total production (MMcfe)	107,810	77,724	30,086	39%
Average daily production (MMcfepd)	1,198	864	334	39%
% Natural gas (Mcfe basis)	71%	82%


(In thousands, except per unit data)	For the Three Months Ended March 31, 2026
	Natural Gas		NGLs		Oil		Total Commodity
	Revenue	Realized $	Revenue	Realized $	Revenue	Realized $	Revenue	Realized $
	Revenue	per Mcf	Revenue	per Bbl	Revenue	per Bbl	Revenue	per Mcfe
Excluding hedge impact	$314,149	$4.09	$60,959	$23.87	$181,099	$69.44	$556,207	$5.16
Gain (loss) on commodity derivatives settlements	(126,833)	(1.65)	(5,253)	(2.06)	(18,413)	(7.06)	(150,499)	(1.40)
Including hedge impact	$187,316	$2.44	$55,706	$21.81	$162,686	$62.38	$405,708	$3.76


	For the Three Months Ended March 31,
(In thousands, except per unit data)	2026	Per Mcfe	2025	Per Mcfe	Total Change		Per Mcfe Change
Lease operating expenses	$132,968	$1.23	$73,439	$0.94	$59,529	81%	$0.29	31%
Production taxes	30,491	0.28	16,433	0.21	14,058	86%	0.07	33%
Midstream operating expenses	20,236	0.19	18,636	0.24	1,600	9%	(0.05)	(21%)
Transportation expenses	28,568	0.26	26,719	0.34	1,849	7%	(0.08)	(24%)
Accretion of asset retirement obligation	13,248	0.12	8,358	0.11	4,890	59%	0.01	9%
General and administrative expense	41,708	0.39	34,086	0.44	7,622	22%	(0.05)	(11%)
Depreciation, depletion and amortization	108,565	1.01	74,646	0.96	33,919	45%	0.05	5%
(Gain) loss on oil and gas property and equipment	(98,077)	(0.91)	(1,689)	(0.02)	(96,388)	5,707%	(0.89)	4,450%
Total operating expenses	277,707	2.57	250,628	3.22	27,079	11%	(0.65)	(20%)


(In thousands)	Remainder of 2026	2027	2028	2029	2030	Thereafter	Total
Recorded contractual obligations
Accounts payable	$76,427	$—	$—	$—	$—	$—	$76,427
Accrued liabilities	158,844	—	—	—	—	—	158,844
Borrowings	179,247	215,797	199,320	998,896	252,994	1,082,920	2,929,174
Operating leases	9,068	7,497	5,536	2,223	1,745	238	26,307
Finance leases	27,013	22,652	18,093	11,620	3,905	—	83,283
Asset retirement obligation(a)	21,980	28,356	25,724	51,076	19,445	3,484,077	3,630,658
Other liabilities(b)	88,103	24,218	—	—	—	—	112,321
Off-Balance Sheet contractual obligations
Firm transportation(c)	42,212	35,666	26,118	20,613	8,358	221,534	354,501
Total contractual obligations	$602,894	$334,186	$274,791	$1,084,428	$286,447	$4,788,769	$7,371,515


Period	Total Number of Shares Purchased	Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
January	983,364	$13.79	983,364	6,816,636
February	—	—	—	6,816,636
March	4,050,000	14.30	4,050,000	2,766,636
Total	5,033,364	$14.20	5,033,364


Exhibit No.			Incorporated by reference			Filed	Furnished
Exhibit No.		Description	Form	Exhibit	Filing Date	Herewith	Only
2.1	†	Purchase and Sale Agreement dated February 26, 2026 by and between Diversified Production, LLC and Sheridan Holding Company III, LLC	8-K File No. 001-41870	2.1	3/4/2026
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		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
10.1	*	Form of Award Agreement for Short-Term Incentive Plan Award				ü
10.2	*	Form of Officer Restricted Stock Unit Award Agreement				ü
10.3	*	Form of Officer Performance Stock Unit Award Agreement				ü
10.4	*	Form of Officer Long-Term Cash Award Agreement				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
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.


DIVERSIFIED ENERGY COMPANY
(Registrant)

/s/ Bradley G. Gray
Bradley G. Gray
President and Chief Financial Officer


Name of Participant:			[ ]
Target STIP Award:			$[ ] (the “Target STIP”)
Award Type:			The Award represents the right to receive a cash payment in an amount from 0% to [ ]% of the Target STIP. The Award shall vest and become earned and nonforfeitable upon (i) the Participant’s satisfaction of the Service Requirement (as defined below) and (ii) the Committee’s certification of the final level of achievement of the Performance Goal (as defined below). The portion of the Target STIP that becomes earned upon satisfaction of the Service Requirement and the Performance Goal is referred to herein as “Earned STIP.”
Performance Period:			[ ]
Service Requirement:			The “Service Requirement” is set forth on Exhibit B attached hereto.
Performance Goal:			The “Performance Goal” is set forth on Exhibit B attached hereto.


Name of Participant:			[ ]
Grant Date:			[ ]
Number of RSUs:			[ ]
Vesting Commencement Date:			[ ]
Vesting Schedule:			Subject to the Plan and the Standard Terms and Conditions, the RSUs shall vest [ ], so long as Participant does not have a Termination of Employment through each vesting date.


Name of Participant:			[ ]
Grant Date:			[ ]
Target Number of PSUs:			[ ] (the “Target PSUs”)
Award Type:			The Award represents the right to receive shares of Common Stock in an amount from 0% to [ ]% of the Target PSUs. The Award shall vest and become earned and nonforfeitable upon (i) the Participant’s satisfaction of the Service Requirement (as defined below) and (ii) the Committee’s certification of the final level of achievement of the Performance Goal (as defined below). PSUs that become earned upon satisfaction of the Service Requirement and the Performance Goal are referred to herein as “Earned PSUs.”
Performance Period:			[ ]
Service Requirement:			The “Service Requirement” is set forth on Exhibit B attached hereto.
Performance Goal:			The “Performance Goal” is set forth on Exhibit B attached hereto.