DEC 8-K
Diversified Energy Co (DEC)
8-K
2026-01-23
For: 2026-01-23
View Original
Added on
April 10, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 23, 2026
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of exchange on which
registered
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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 8.01 |
Other Events.
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On January 23, 2026, Diversified Energy Company (the “Company”) issued a press release announcing that it intends to engage in discussions with potential
investors relating to a potential tap-on offering by its wholly owned subsidiary, Diversified Gas & Oil Corporation, of a minimum of $100 million of 9.75% senior secured bonds due 2029 (the “Bonds”) in the Nordic bond market (the “Contemplated
Bond Tap Issue”), subject to market conditions. The Company previously issued $300 million of the Bonds in April 2025. The Company intends to use the net proceeds from the Contemplated Bond Tap Issue for general corporate purposes. A copy of the
press release announcing the Contemplated Bond Tap Issue is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The Contemplated Bond Tap Issue, if offered, will be offered in the United States or its territories only to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “U.S. Securities Act”). The Contemplated Bond Tap Issue, if offered, will not be registered under the U.S. Securities Act or any state securities laws
and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This report is neither an offer to sell nor a solicitation of an offer to buy the Bonds or any other securities.
This report does not constitute an offer or invitation to subscribe for or purchase any securities in any countries or other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.
| Item 9.01 |
Financial Statements and Other Exhibits.
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Exhibits
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Exhibit
No.
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Description
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Press Release dated January 23, 2026.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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
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Date: January 23, 2026
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By:
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/s/ Benjamin M. Sullivan
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Benjamin M. Sullivan
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Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
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Exhibit 99.1
Announcement of Fixed Income Investor Meetings
Diversified Energy Company (NYSE: DEC , LSE: DEC) (“Diversified” or the “Company”) has mandated DNB Carnegie, a part of DNB Bank ASA, as Manager and Bookrunner to arrange fixed income investor meetings commencing
today, 23 January 2026. A tap issue of minimum USD 100 million of the outstanding senior secured bonds issued by the Company’s subsidiary Diversified Gas & Oil Corporation due April 2029 (ISIN NO0013513606) (the "Contemplated Bond Tap Issue") may follow, subject to inter alia market conditions.
The Company intends to use the net proceeds from the Contemplated Bond Tap Issue, if issued, for general corporate purposes.
The Contemplated Bond Tap Issue, if issued, will be offered in the United States or its territories only to persons reasonably believed to be qualified institutional buyers
in reliance on Rule 144A under the Securities Act of 1933, as amended (the “U.S. Securities Act”). The Contemplated Bond Tap Issue, if issued, will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or
sold in the United States absent registration or an applicable exemption from registration requirements. This announcement is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, Hong Kong, South Africa or any
other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction where to do so might
constitute a violation of the local securities laws or regulations of such jurisdiction.Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law.
For further information, please contact:
Diversified Energy Company
Doug Kris
Senior Vice President, Investor Relations & Corporate Communications
+1 973 856 2757
www.div.energy
FTI Consulting
U.S. & UK Financial Public Relations
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure
requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Douglas Kris, SVP, Investor Relations and Corporate Communications of Diversified on the date and time provided.
About Diversified
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
Statements contained in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “likely,” “plan,” “project,” “could,” “may,” “might,” “should,” “will” and
similar words and specifically include statements regarding the Contemplated Bond Tap Issue and the use of proceeds therefrom. The forward-looking statements contained in this press release are subject to numerous risks, uncertainties and assumptions
that may cause actual results to vary materially from those indicated. For additional information regarding known material risks, you should also carefully read and consider the Company’s Report on Form 20-F for the year ended December 31, 2024 and
subsequent filings on the Securities and Exchange Commission’s website at www.sec.gov. Each forward-looking statement speaks only as of the date of the particular statement, and the Company undertakes no obligation to update or revise any
forward-looking statements, except as required by law.