Diversified Energy Co PLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from to

Commission file number:001-41870

Securities registered or to be registered, pursuant to Section 12(b) of the Act

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of the period covered by the annual report: N/A

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes¨ No þ

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act

of 1934. Yes¨ No þ

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations

under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12

months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§

232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large

accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial

reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.¨

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the

correction of an error to previously issued financial statements.¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17¨ Item 18¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ No þ

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934

subsequent to the distribution of securities under a plan confirmed by a court. Yes¨ No¨

Annual Report

& FORM 20-F

Our Core ValuesWe CARE for each other, our communities, our industry and our country!

COMMITMENT—Seek opportunities for continuous learning and improvement.—Serve and support our teams and communities with passion and enthusiasm.ACCOUNTABILITY—Act with personal and business integrity.RESPECT—Value the dignity and worth of all individuals.—Respect environmental stewardship as we make business decisions.EXCELLENCE—Commit to excellence in our performance.—Exhibit courage of convictions, challenge the status quo and strive to create value.

We have prepared our financial statements and the notes thereto in accordance with IFRS as issued by the International Accounting Standards Board.

To provide metrics that we believe enhance the comparability of our results to similar companies, throughout this Annual Report & Form 20-F, we refer

to Alternative Performance Measures (“APMs”). APMs are intended to be used in addition to, and not as an alternative for the financial information

contained within the Group Financial Statements, nor as a substitute for IFRS. Within the APMs section located in the Additional Information section

within this Annual Report & Form 20-F, we define, provide calculations and reconcile each APM to its nearest IFRS measure. These APMs include

“adjusted EBITDA,” “net debt,” “net debt-to-adjusted EBITDA,” “total revenue, inclusive of settled hedges,” “adjusted EBITDA margin,” “free cash flow,”

“adjusted operating cost per Mcfe,” “employees, administrative costs and professional services,” and “PV-10.”

Diversified Energy Company PLC (the “Parent” or “Company”) and its

wholly owned subsidiaries (the “Group,” “DEC,” or “Diversified”) is an

independent energy company engaged in the production,

transportation and marketing of primarily natural gas.

Our proven business model creates sustainable value in today's natural gas market by investing in

producing assets, reducing emissions and improving asset integrity while generating significant, hedge-

protected cash flows. We Acquire, Optimize, Produce and Transport naturalgas, natural gas liquids and oil

from existing wells then Retire our wells at the end of their life to optimally steward the resource already

developed by others within our industry, reducing the environmental footprint, while sustaining important

jobs and tax revenues for many local communities. While most companies in our sector are built to explore

and develop new reserves, we fully exploit existing reserves through our focus on safely and efficiently

operating existing wells to maximize their productive lives and economic capabilities, which in turn

reduces the industry’s footprint on our planet.

Key Achievements

Cross Reference to Form 20-F

DEC at a Glance

Our Assets

Our assets primarily consist of long-life, low-decline natural gas wells and gathering systems located within the Appalachian

Basin and Central Region of the U.S., providing opportunistic synergies in our operations. Our headquarters are located in

Birmingham, Alabama with operational and field offices located throughout the states in which weoperate.

KEY

l Upstream assets

l Midstream assets

l States in which we operate

APPALACHIA ASSETS

CENTRAL ASSETS

Key Facts

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