Diversified Energy Co
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 4, 2026
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2026
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number:001-41870
| Diversified Energy Company | |
|---|---|
| (Exact name of registrant as specified in its charter) | |
| Delaware | 41-2283606 |
| State or other jurisdiction of incorporation or organization | (I.R.S. Employer Identification No.) |
| 1600 Corporate Drive Birmingham, Alabama | 35242 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code: | (205) 408-0909 |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | DEC | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
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, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of
the Exchange Act.
| Large accelerated filer | þ | Accelerated filer | ¨ | Non-accelerated filer | ¨ |
| Smaller reporting company | ¨ | 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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ Noþ
The registrant had 70,719,000 shares of common stock outstanding (excluding shares held by the Employee Benefit Trust) as of November 4, 2026.
Table of Contents
| Page | ||
|---|---|---|
| Part I · Financial Information | ||
| Item 1. | Financial Statements | 4 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 33 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 46 |
| Item 4. | Controls and Procedures | 47 |
| Part II | Other Information | |
| Item 1. | Legal Proceedings | 48 |
| Item 1A. | Risk Factors | 48 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 48 |
| Item 3. | Defaults Upon Senior Securities | 48 |
| Item 4. | Mine Safety Disclosures | 48 |
| Item 5. | Other Information | 49 |
| Item 6. | Exhibits | 49 |
| Signatures | 50 | |
| Table of Contents | Form 10-Q | Diversified Energy Company |
|---|
Glossary of Terms
ABS -Asset-Backed Security
ASU - Accounting Standards Update
Bbl -Barrel or barrels of oil or natural gas liquids
Btu -A British thermal unit, which is a measure of the amount of energy required to raise the temperature of one pound of water one
degree Fahrenheit
E&P -Exploration and production
EBITDAX -Earnings before interest, tax, depreciation, amortization and exploration expense
EPS -Earnings per share
GAAP - U.S. Generally Accepted Accounting Principles
Henry Hub -A natural gas pipeline delivery point that serves as the benchmark natural gas price underlying NYMEX natural gas
futures contracts
LNG - Liquefied natural gas
MBbls -Thousand barrels
Mcf -Thousand cubic feet of natural gas
Mcfe -Thousand cubic feet of natural gas equivalent
Midstream -Midstream activities include the processing, storing, transporting and marketing of natural gas, NGLs and oil
MMbtu -Million British thermal units
MMcf -Million cubic feet of natural gas
MMcfe -Million cubic feet of natural gas equivalent
MMcfepd -Million cubic feet of natural gas equivalent per day
Mont Belvieu -A mature trading hub with a high level of liquidity and transparency that sets spot and futures prices for NGLs
NGLs -Natural gas liquids, such as ethane, propane, butane and natural gasoline that are extracted from natural gas production
streams
NYMEX -New York Mercantile Exchange
NYSE - New York Stock Exchange
Oil -Includes crude oil and condensate
OPIS - Oil Price Information Service
PSU -Performance-based restricted stock unit
Realized price -The cash market price, less all expected quality, transportation and demand adjustments
RSU -Time-based restricted stock unit
SOFR -Secured Overnight Financing Rate
Upstream - Upstream activities include exploration, discovery, and extraction of natural gas, NGLs, and oil. Often referred to as
exploration and production activities, or E&P
WTI -West Texas Intermediate grade crude oil, used as a pricing benchmark for sales contracts and NYMEX oil futures contracts
| Table of Contents | Form 10-Q | Diversified Energy Company |
|---|
Cautionary Statement Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995 that can be identified by the following terminology, including the terms “may,” “might,” “will,” “could,”
“would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,”
“contemplate,” “possible,” or the negative of these terms or other variations or comparable terminology, or by discussions of strategy,
plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts.
They appear in a number of places throughout this Quarterly Report on Form 10-Q and include, but are not limited to, statements
regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial positions,
liquidity, prospects, growth strategies, future acquisitions or dispositions, and the natural gas and oil industry. By their nature,
forward-looking statements involve risk and uncertainty because they relate to future events and circumstances.
Forward-looking statements are not guarantees of future performance and the actual results of our operations, financial position and
liquidity, and the development of the markets and the industry in which we operate, may differ materially from those described in, or
suggested by, the forward-looking statements contained in this Quarterly Report on Form 10-Q. In addition, even if the results of
operations, financial position and liquidity, and the development of the markets and the industry in which we operate are consistent
with the forward-looking statements contained in this Quarterly Report on Form 10-Q, those results or developments may not be
indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ
materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and
business conditions, the behavior of other market participants, industry trends, competition, commodity prices, changes in regulation,
currency fluctuations, our ability to recover our reserves, our ability to successfully integrate acquisitions, our ability to obtain
financing to meet liquidity needs, changes in our business strategy, and political and economic uncertainty.
Forward-looking statements may, and often do, differ materially from actual results. No representation is made that any of these
statements or forecasts will come to pass or that any forecast results will be achieved. Any forward-looking statements in this
Quarterly Report on Form 10-Q speak only as of the date of this Quarterly Report on Form 10-Q, reflect our current view with respect
to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to our
operations, results of operations, growth strategy and liquidity. Investors should specifically consider the factors identified in this
Quarterly Report on Form 10-Q and in other documents that we file with or furnish to the SEC which could cause actual results to
differ. We explicitly disclaim any obligation or undertaking to revise any forward-looking statements in this Quarterly Report on Form
10-Q that may occur due to any change in our expectations or to reflect events or circumstances after the date of this Quarterly Report
on Form 10-Q except as may be required by applicable law.
| Table of Contents | Form 10-Q | Diversified Energy Company |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.