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Diversified Energy Co

For the period ended Dec 31, 2024. Filed Mar 17, 2025.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2024 · Filed Mar 17, 2025

DEC$12.70-0.8%Stored close · as of Nov 6, 2026
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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, 2024

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

Diversified Energy Company PLC
(Exact name of Registrant as specified in its charter)
Not ApplicableEngland and Wales
(Translation of Registrant’s name into English)(Jurisdiction of incorporation or organization)
1600 Corporate Drive Birmingham, Alabama 35242Tel: +1 205 408 0909Bradley G. GrayDiversified Energy Company PLC1600 Corporate DriveBirmingham, Alabama 35242Tel: +1 205 408 0909
(Address of principal executive offices)(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary shares, nominal (par) value £0.20 per shareDECNew York Stock Exchange
Ordinary shares, nominal (par) value £0.20 per shareDECLondon Stock Exchange

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.

¨ Large accelerated filerþ Accelerated filer¨ Non-accelerated filer¨ Emerging growth company

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 whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the

registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).¨

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

¨ U.S. GAAPþ International Financial Reporting Standards as issued by the International Accounting Standards Board¨ Other

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¨

Diversified Energy Company PLC

2024 Annual Report & Form 20-F

For the Year Ended December 31, 2024

Table of Contents

Page
Cross Reference to Form 20-F1
Strategic Report3
A Differentiated Business Model3
Geographic Operating Areas3
Key Facts4
Strategy4
Key Performance Indicators5
Our Business7
Sustainability Review17
Financial Review20
Risk Management Framework31
Risk Factors34
Viability and Going Concern50
Corporate Governance52
The Chairman’s Governance Statement52
Governance Framework52
Our Approach to Governance55
Board of Directors & Senior Management57
Directors’ Report60
The Nomination & Governance Committee’s Report65
The Audit & Risk Committee’s Report67
The Remuneration Committee’s Report72
The Sustainability & Safety Committee’s Report93
Group Financial Statements96
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)97
Consolidated Statement of Comprehensive Income99
Consolidated Statement of Financial Position100
Consolidated Statement of Changes in Equity101
Consolidated Statement of Cash Flows102
Notes to the Group Financial Statements103
Supplemental Natural Gas & Oil Information (Unaudited)145
Additional Information (Unaudited)148
Payments to Governments Report148
Alternative Performance Measures150
Officers and Professional Advisors153
Shareholder Information154
Glossary of Terms160
Exhibits162
Signatures164

We have prepared ourfinancial 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. In APMs 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.”

ContentsView on SEC.gov

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