DEC 8-K
Diversified Energy Co (DEC)
8-K
2026-08-10
For: 2026-08-05
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August 10, 2026
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2026
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Office) | (Zip Code) | |||||||||||||
Registrant’s Telephone Number, Including Area Code: (205 ) 408-0909
(Former Name or Former Address, if Changed Since Last Report): Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered, pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | ||||
On August 5, 2026, David Johnson notified the Board of Directors (the “Board”) of Diversified Energy Company (the “Company”) of his resignation as Chairman of the Board and member of the Sustainability and Safety and Compensation Committees of the Board, effective immediately. Mr. Johnson’s resignation was not the result of any disagreement with the Company, including on any matter relating to its operations, policies or practices. In connection with Mr. Johnson’s resignation, the Board decreased the size of the Board from six to five directors.
Item 7.01 Regulation FD Disclosure
On August 5, 2026, the Company issued a press release announcing the resignation of Mr. Johnson as well as the appointment of Robert R. “Rusty” Hutson, Jr., Chief Executive Officer of the Company, as Chairman of the Board. A copy of the Company’s press release is furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 | Financial Statements and Exhibits | ||||
(d) Exhibits
Exhibit No. | Description | |||||||
99.1 | ||||||||
104 | Cover Page Interactive Data File (embedded within Inline XBRL document) | |||||||
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.
Diversified Energy Company | |||||||||||
August 10, 2026 | By: | /s/ Benjamin M. Sullivan | |||||||||
Date | Benjamin M. Sullivan | ||||||||||
Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary | |||||||||||
Exhibit 99.1
Diversified Energy Provides Board of Directors Update
Diversified Energy Company (NYSE: DEC, LSE: DEC) (the “Company” or “Diversified”) today announces that David Johnson is retiring from the Board of Directors and stepping down as Chairman of the Board, effective August 5, 2026, following over nine years of service, having joined the Board in February 2017. Mr. Johnson is retiring in order to pursue personal interests and leaves with the Company’s best wishes.
Commenting on the retirement of Mr. Johnson, Rusty Hutson, Jr., said:
“On behalf of everyone at Diversified Energy, I extend my sincere appreciation to David for his extraordinary leadership and steady presence throughout his tenure as a member of the Board, as well as the valuable expertise and guidance he has provided to our organization. His leadership and commitment to strong governance have helped position us for long-term success.”
Mr. Johnson states:
“Serving on the Board of Diversified Energy, including as Chairman for several years, has been a huge privilege and honor. Diversified is a company with extraordinary employees and Board members who will remain good friends. The company has seen strong growth since its IPO in 2017 and has always maintained a strong culture of working hard and getting things done. I’m proud to leave the company in great shape and know that Rusty will lead it to even further success in the years to come. I wish Rusty and the whole Diversified team the very best for the future.”
In light of his extensive knowledge of Diversified’s operations, industry and strategic objectives, the Board has appointed Rusty Hutson, Jr., Diversified’s Founder, Chief Executive Officer and Board member, to serve as the Chairman of the Board, effective August 5, 2026.
The Board is also making the following additional updates:
•David Turner, Jr. will become the Lead Independent Director, acting as a liaison on behalf of the independent directors and supporting independent Board oversight; and
•Martin Thomas will become a member of the Compensation Committee.
Diversified remains committed to maintaining a high-quality group of Board members who can bring complementary expertise to support the Company’s long-term goals.
For further information, please contact:
Diversified Energy Company | |||||||||||||||||
Doug Kris | • | ||||||||||||||||
Senior Vice President, Investor Relations & Corporate Communications | 973 856 2757 | ||||||||||||||||
FTI Consulting | |||||||||||||||||
U.S. & UK Financial Public Relations | |||||||||||||||||
About Diversified Energy Company
Exhibit 99.1
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.