Pricing of Secondary Offering of Ordinary Shares

BIRMINGHAM, Ala., Sept. 16, 2025 (GLOBE NEWSWIRE) -- Diversified Energy Company PLC (LSE: DEC; NYSE: DEC) (“Diversified” or the "Company"), an independent energy company focused on natural gas and liquids production, transportation, marketing and well retirement, today announces the pricing of the previously announced underwritten public offering (the “Secondary Offering”) by certain funds or entities managed by an affiliate of EIG (“EIG”), an entity managed by FS/EIG Advisor, LLC and certain entities managed by FS/KKR Advisor, LLC (collectively, the “Selling Stockholders”) of 5,713,353 ordinary shares, nominal (par) value £0.20 per share (the “ordinary shares”), at a public offering price of $13.75 per share. In addition, the Selling Stockholders have granted the underwriters a 30-day option to purchase up to an additional 857,002 ordinary shares at the public offering price, less underwriting discount.

The Secondary Offering consists entirely of ordinary shares to be sold by the Selling Stockholders. The Selling Stockholders will receive all of the net proceeds from the Secondary Offering. Diversified is not offering any ordinary shares in the Secondary Offering and will not receive any proceeds from the sale of ordinary shares in the Secondary Offering. The Secondary Offering is expected to settle on September 18, 2025, subject to customary closing conditions.

The Diversified Employee Benefit Trust, which is operated through a third-party trustee, has indicated an interest to participate and purchase from the underwriters 750,000 of the ordinary shares being sold in this Secondary Offering (the “EBT Purchase Shares”) at a price per ordinary share equal to the public offering price (the “EBT Transaction”) being a total consideration of $10,312,500. The initial sellers of the EBT Purchase Shares are certain funds or entities managed by an affiliate of EIG, and EIG is an associate of Diversified director, Randy Wade. Accordingly, the EBT Transaction constitutes a related party transaction under UKLR 8.2.1. The EBT Purchase Shares were originally issued by the Company as consideration for the acquisition of Maverick Natural Resources, LLC, which closed on March 14, 2025. The board of directors of the Company (the “Board”) confirms that it considers that the EBT Transaction is fair and reasonable as far as shareholders of Diversified are concerned and that the Board has been so advised by Stifel Nicolaus Europe Limited as sponsor to Diversified in connection with the EBT Transaction.

Mizuho and Raymond James are acting as joint book-running managers and representatives of the underwriters for the Secondary Offering. Citigroup is also acting as a joint book-running 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 May 16, 2025 and became effective upon filing. Copies of the registration statement can be accessed through the SEC's website free of charge at www.sec.gov. A preliminary prospectus supplement and an 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. When available, 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 any of the joint book-running managers for the Secondary Offering: Mizuho Securities USA LLC, Attention: Equity Capital Markets Desk, at 1271 Avenue of the Americas, New York, NY 10020, or by email at US-ECM@mizuhogroup.com, Raymond James & Associates, Inc., at 880 Carillon Parkway, St. Petersburg, Florida 33716, Attention: Equity Syndicate, by calling toll-free at 1-800-248-8863, or emailing at prospectus@raymondjames.com, or Citigroup, c/o Broadridge Financial Solutions, at 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-800-831-9146.