REG-Diversified Energy Announces Pricing of Secondary Offering of Common Stock

Diversified Energy CoAnnouncement

09/03/2026 23:15

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BIRMINGHAM, Ala., March 09, 2026 (GLOBE NEWSWIRE) -- Diversified Energy
Company (NYSE: DEC; LSE: DEC) (“Diversified” or the “Company”), today
announced the pricing of the previously announced underwritten public offering
(the “Secondary Offering”) by certain funds or entities managed by an
affiliate of EIG (collectively, the “Selling Stockholder”) of 7,501,585
shares of Diversified’s common stock, par value $0.01 per share (the
“common stock”), which represents all remaining holdings of the Selling
Stockholder, at a price to the public of $14.45 per share. Subject to the
completion of the Secondary Offering, Diversified has agreed to purchase from
the underwriter 3,750,000 shares of common stock at a price per share equal to
the price per share paid by the underwriter to the Selling Stockholder in the
Secondary Offering (the “repurchase”).

Diversified is not offering any shares of common stock in the Secondary
Offering and will not receive any proceeds from the sale of shares of common
stock in the Secondary Offering. The Secondary Offering is expected to settle
on March 11, 2026, subject to customary closing conditions.

Citigroup is acting as the sole bookrunning manager for the Secondary
Offering.

A shelf registration statement relating to the resale of these securities was
filed with the U.S. Securities and Exchange Commission (the "SEC") on March 9,
2026 and became effective upon filing. A preliminary prospectus supplement and
the accompanying prospectus relating to and describing the terms of the
Secondary Offering were filed with the SEC and are available free of charge by
visiting EDGAR on the SEC’s website at www.sec.gov. Copies of the final
prospectus supplement and the accompanying prospectus related to the Secondary
Offering can be accessed through the SEC’s website free of charge at
www.sec.gov or obtained free of charge from the underwriter for the Secondary
Offering: Citigroup, c/o Broadridge Financial Solutions, at 1155 Long Island
Avenue, Edgewood, NY 11717, or by phone at 800-831-9146.

This announcement does not constitute an offer to sell or the solicitation of
an offer to buy our shares of common stock nor shall there be any sale of
securities, and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of that
jurisdiction.

CONTACTS

 Diversified Energy Company                                            +1 973 856 2757  
 Doug Kris                                                             dkris@dgoc.com   
 Senior Vice President, Investor Relations & Corporate Communications                   
                                                                                        

About Diversified

Diversified is a leading publicly traded energy company focused on acquiring,
operating, and optimizing cash generating energy assets.

Forward-Looking Statements

This announcement contains forward-looking statements (within the meaning of
the U.S. Private Securities Litigation Reform Act of 1995). Forward-looking
statements are sometimes identified by the use of forward-looking terminology
such as “anticipate”, “believe”, “intend”, “estimate”,
“expect”, “may”, “will”, “seek”, “continue”, “aim”,
“target”, “projected”, “plan”, “goal”, “achieve”,
“guidance”, "outlook" and words of similar meaning, or the negative
thereof, other variations thereon or comparable terminology. These
forward-looking statements include all matters that are not historical facts.
They appear in a number of places throughout this announcement and include
statements regarding the intentions, beliefs or current expectations of
management or the Company concerning, among other things, expectations
regarding the Secondary Offering, including the repurchase. 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, such as market conditions, failure
of customary closing conditions and the risk factors and other matters set
forth in the Company’s filings with the SEC and other important factors that
could cause actual results to differ materially from those projected.

Forward-looking statements speak only as of their date and neither the Company
nor any of its respective 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. In light of these risks,
uncertainties and assumptions, the events described in the forward-looking
statements in this announcement, may not occur. As a result, you are cautioned
not to place undue reliance on such forward-looking statements. Past
performance of the Company cannot be relied on as a guide to future
performance.

Important Notice to UK and EEA Investors

This announcement contains inside information for the purposes of Regulation
(EU) No. 596/2014 on market abuse and Regulation (EU) No. 596/2014 as it
forms part of domestic law in the United Kingdom (together, “MAR”).

This announcement is directed at persons who are: (a) if in a member state of
the European Economic Area, “qualified investors” within the meaning of
Article 2(e) of Regulation (EU) 2017/1129, as amended (the “Prospectus
Regulation”); or (b) if in the United Kingdom, “qualified investors” as
defined in paragraph 15 of Schedule 1 of the United Kingdom’s Public Offers
and Admissions to Trading Regulations 2024.

This announcement is not being made, and has not been approved, by an
authorized person for the purposes of section 21 of the United Kingdom’s
Financial Services and Markets Act 2000, as amended. Accordingly, this
announcement is not being distributed to, and must not be passed on to, the
general public in the United Kingdom. This announcement is for distribution
only to persons who (i) have professional experience in matters relating to
investments and who fall within the definition of investment professionals (as
defined in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the “Financial Promotion
Order”)); (ii) fall within Article 49(2)(a) to (d) of the Financial
Promotion Order; (iii) are outside the United Kingdom; or (iv) are other
persons to whom it may otherwise lawfully be communicated or distributed under
the Financial Promotion Order (for the purposes of this paragraph, all such
persons together being referred to as “relevant persons”). This
announcement is directed only at relevant persons and must not be acted on or
relied on by persons who are not relevant persons. Any investment or
investment activity to which this announcement relates will be engaged in only
with relevant persons. Any person in the United Kingdom that is not a relevant
person should not act or rely on this announcement or any documents and/or
materials relating to the offer of common stock referred to in this
announcement or any of their contents.

No offering document or prospectus will be available in any jurisdiction in
connection with the matters contained or referred to in this announcement in
the European Economic Area or the United Kingdom and no such offering document
or prospectus is required (in accordance with the Prospectus Regulation or the
United Kingdom Financial Conduct Authority’s Prospectus Rules: Admission to
Trading on a Regulated Market sourcebook) to be published.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this announcement