Diversified Energy Company filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

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

DIVERSIFIED ENERGY COMPANY

(Exact name of registrant as specified in its charter)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

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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.

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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