Diversified Energy Co

2026 ANNUAL MEETING INFORMATION

This Proxy Statement is being furnished to the holders of the common stock, par value $0.01 per share (the “Common Stock”), of Diversified Energy Company (“Diversified” or the “Company”) in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board of Directors” or the “Board”) for use in voting at the 2026 Annual Meeting of Shareholders or any adjournment or postponement thereof (the “Annual Meeting”). This summary highlights certain information from this Proxy Statement. You should read the entire Proxy Statement carefully before voting.

This Proxy Statement and the accompanying proxy card are first being made available to shareholders on March 24, 2026. The Company’s telephone number is (205) 408-0909.

MATTERS TO BE VOTED ON AT THE ANNUAL MEETING

HOW TO VOTE IN ADVANCE OF THE ANNUAL VIRTUAL MEETING

In addition to voting at the Annual Meeting, shareholders of record can vote by proxy by following the instructions in the Notice of Internet Availability of Proxy Materials (the “Notice”) and using the internet or by calling the toll-free telephone number that is available in the Notice. Alternatively, shareholders of record who requested a paper copy of the proxy materials can vote by proxy by mailing their signed proxy cards. The telephone and internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to give their voting instructions and to confirm that shareholders’ instructions have been recorded properly.

If your shares are held in a “street name” (that is, through a bank, broker or other nominee), you may receive a Notice from the firm that holds the shares containing instructions that you must follow in order for your shares to be voted. Certain institutions offer telephone and internet voting. If you received the proxy materials in paper form, the materials include a voting instruction card so you can instruct the holder of record on how to vote your shares. For additional information, including voting procedures, see “Information about the Annual Meeting, Proxy Voting and Other Information” on page 50.

INFORMATION FOR HOLDERS OF DEPOSITARY INTERESTS

The holders of Depositary Interests (“Depositary Interest Holders”) registered in the register of Depositary Interests at close of business on March 13, 2026 shall be entitled to provide voting instructions to the Depositary in respect of the number of Depositary Interests registered in their name(s) at that time.

If you hold your Depositary Interests through a broker, bank, or nominee (or similar), you should be contacted by your broker, bank, or nominee (or similar) on how to attend and vote at the Annual Meeting or how to give voting instructions. These directions should be followed. If you have not received such directions, you should contact your broker, bank, or nominee (or similar) as soon as possible.

Registered Depositary Interest Holders should direct Computershare Investor Services PLC (the “Depositary”) to vote the Common Stock represented by their Depositary Interests as follows:

Depositary Interest Holders may change their voting instructions by submitting a new Form of Instruction or CREST Proxy Instruction, as applicable, using the methods set out above provided these are received before the relevant deadline outlined above.

HOW TO PARTICIPATE IN THE ANNUAL MEETING

Shareholders of record as of the close of business on March 13, 2026, the record date, are entitled to participate in and vote at the Annual Meeting. To participate in the Annual Meeting, including to vote and ask questions, you must go to the meeting website at www.virtualshareholdermeeting.com/DEC2026, enter the 16-digit control number found on your proxy card, voting instruction card or the Notice, and follow the instructions on the website. The meeting webcast will begin promptly at 8:00 a.m. EDT. If your shares are held in street name and your voting instruction card or Notice indicates that you may vote those shares through the www.proxyvote.com website, then you may access, participate in and vote at the Annual Meeting with the 16-digit control number indicated on that voting instruction card or Notice. Otherwise, shareholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy”, along with photographic identification in order to be able to attend, participate in or vote at the Annual Meeting. Any beneficial owners that do not follow the above process will be unable to represent their position in person at the 2026 Annual Meeting. Online check-in will begin approximately 15 minutes prior to the beginning of the meeting, and we encourage you to allow ample time for check-in. If you experience technical difficulties during the check-in process, or at any time during the Annual Meeting, please call 1-844-986-0822 (U.S.) or +1 303-562-9302 (international) for technical support.

Depositary Interest Holders or beneficial shareholders holding their shares as Depositary Interests registered in the register of Depositary Interests at close of business on March 13, 2026 are entitled to attend the Annual Meeting. If you wish to attend the Annual Meeting, please notify the Depositary by email to !UKALLDITeam2@computershare.co.uk by 13:00 on April 27, 2026. The Depositary will then provide you with documentation, which will confirm the amount of Common Stock you will represent and provide you with a 16-digit control number, allowing you to attend the Annual Meeting and cast your vote via the meeting website at www.virtualshareholdermeeting.com/DEC2026 at the Annual Meeting. Any Depositary Interest Holders that do not follow the above process will be unable to attend the Annual Meeting. Only attendance requests from the registered Depositary Interest Holder will be accepted by the Depositary.

If a Depositary Interest Holder or a beneficial shareholder who holds their shares as Depositary Interests wishes to attend the Annual Meeting and vote, they should not provide voting instructions prior to the Annual Meeting.

Redomiciliation

During fiscal year 2025, we completed a redomiciliation of our parent company from the United Kingdom to Delaware (the “Redomiciliation”), becoming a U.S. domestic issuer. Diversified Energy Company is the successor to Diversified Energy Company PLC (“Diversified PLC”). Information reported in this Proxy Statement for the period prior to the Redomiciliation relates to our predecessor, Diversified PLC. Unless the context otherwise requires, references in this Proxy Statement to “Diversified,” “the Company,” “our Company,” “we,” “our,” “us” and similar terms are to Diversified Energy Company or Diversified PLC as the context requires. References to our “common stock” refer to the common stock of the Company or the ordinary shares of Diversified PLC as the context requires.

Our Corporate Culture

At Diversified, what we do every day is driven by who we are and what we represent. Our Core Values, Daily Priorities, and Winning Language aren’t just words. Rather, they are the foundation of our corporate culture - guiding how we work, communicate, and achieve success together. In turn, our daily demonstration of these fundamentals drives meaningful impact by creating a system of trust, accountability, and success by ensuring we are all moving forward with purpose, alignment, and excellence.

Who We Are: Our Core Values

Our Core Values define who we are and how we engage with one another, our communities, and business partners. They reflect our responsibility as stewards of stakeholder interests and help us earn and sustain their trust. By living these values, we reach our highest potential as individuals and contributors to the Company and stay grounded in the standards that guide our actions and define Diversified.

Where We Focus: Our Daily Priorities

Our four guiding daily principles are the underlying key to making our acquire and operate business model a proven success. We embrace these guidelines and challenge our employees to make them a priority in their daily work as these principles reflect our foremost commitment to safety as well as our commitment to focused operational results, sustainability and environmental stewardship.

How We Talk: Our Winning Language

We incorporate our winning language into all of our corporate activities by embedding it into our daily communications and actions. It is our shared, common language that supports and drives our efforts to achieve our daily tasks and attain our corporate goals.

2025 BUSINESS HIGHLIGHTS

In fiscal year 2025, we achieved strong business and financial results, including:

CORPORATE GOVERNANCE HIGHLIGHTS

Board Independence

Independent Chair of the Board

Four of our five Board nominees are independent

Fully independent Audit and Risk, Compensation and Nominating and Corporate Governance Committees

Regular executive sessions of independent directors

Executive Compensation Governance Practices

Majority of each named executive officer’s target compensation is at-risk

Cap short-term cash incentives and performance-based long-term equity incentives at reasonable levels

Compensation Committee engages an independent compensation consultant

No dividends are paid on unvested or unearned equity awards

One-year minimum vesting requirement for awards under our 2025 Equity Incentive Plan

Robust stock ownership guidelines for directors and executive officers

Clawback policy requiring clawback in the event of a restatement of financial results

Anti-hedging and anti-pledging policy under the securities dealing and insider trading policy

Other Board Practices

All directors elected annually by majority vote (in uncontested elections)

Annual evaluations of the Board and committees

Board composition reflects an array of backgrounds and experiences and includes a range of tenures to balance fresh perspectives with in-depth knowledge about the Company

Our Board has significant interaction with and access to senior management and other employees

Our Nominating and Corporate Governance Committee annually reviews executive succession planning and management development with the Board

Shareholders owning at least 25% of our outstanding shares have the right to call a special meeting of the shareholders

We have no shareholder rights plan (“poison pill”)

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ENVIRONMENTAL AND COMMUNITY STEWARDSHIP

We are committed to addressing key environmental issues from our operations while upholding the values and principles upon which we were founded. We adhere to high operating standards with a strong focus on environmental protection, employee health and safety, and positive community engagement.

We proudly accept the responsibility and privilege of being part of the solution to the significant challenges of our nation’s energy, environment, and economic security. By providing a reliable supply of abundant domestic energy from assets with a smaller environmental footprint than newly drilled wells, we support our nation’s energy security. We invest in and implement measures to reduce emissions at our facilities, produce differentiated natural gas through industry-recognized emissions detection, measurement, and mitigation processes, and retire orphan wells for several states, contributing to environmental best practices. Additionally, we provide affordable and sustainable domestic energy, direct and indirect employment, mineral royalties, and support tax revenues for the communities where we operate, contributing to economic prosperity, opportunity, and security.

We invite you to explore our annual Sustainability Report, typically released in the second calendar quarter, to gain insights into our actions aimed at identifying, improving, and monitoring our sustainability efforts focused on planet, people, and principles. Our Sustainability Reports are available on our website at www.div.energy.

HUMAN CAPITAL

As of December 31, 2025, we employed 1,987 full-time individuals across 23 U.S. states. Our employees are fundamental to the execution of our operational strategy, and we focus on maintaining robust operating standards with an emphasis on environmental, health and safety (“EHS”) practices to promote the well-being of our workforce and the communities in which we operate.

We are committed to fostering an inclusive work environment and making recruitment, development, and promotion decisions based solely on merit, qualifications, and business needs. We are an equal opportunity employer and do not discriminate against legally protected classes. Employees have access to a confidential, externally managed whistleblower hotline and a compliance website that enables direct reporting of concerns to senior leadership.

Our employees are our most important asset. We invest in employee engagement and development through regular communication, site visits, structured feedback mechanisms, and regular training. We offer a comprehensive compensation package with base pay, discretionary bonus and equity incentive opportunities, paid time off, 401(k) matching contributions, the Employee Stock Purchase Plan (the “ESPP”) and an affordable and comprehensive health insurance program, among other benefits.

We offer a comprehensive suite of employee benefits designed to support physical, mental, and financial well-being. In 2025, we expanded our benefits program to include paid adoption assistance and launched an integrated wellness platform that provides individualized tools for health tracking, fitness goal setting, and preventive care. Our financial wellness resources include bi-monthly educational seminars and complimentary one-on-one consultations through our third-party investment advisors. Participation in the Company’s 401(k) retirement savings plan reached 93% in 2025, with the Company providing a dollar-for-dollar match on employee contributions up to 7%. Employees also have access to the Company’s ESPP, which allows participants to purchase Company stock at a discounted rate. Our workforce—both today and in the future—remains a top priority. Ensuring that we engage, develop, and retain our current talent is critical to our continued success. We also provide meaningful opportunities for interns across the organization and in many geographies. In 2025, we welcomed and developed 19 interns.

The Company is committed to supporting the communities in which we operate. In 2025, we contributed approximately $1.8 million to organizations, programs, and initiatives focused on health, education, community enrichment, student athletics, public safety, and municipal services. Our community impact efforts included distributing winter coats and shoes to more than 4,240 children, supporting foodbanks and volunteer fire departments, and providing support to foster care organizations. Our Community Relations Committee oversees these initiatives and promotes employee volunteerism throughout our operating areas. We remain committed to maintaining a safe, inclusive workplace and to positively contributing to the communities we serve.