Diversified Energy Co
For the period ended Nov 4, 2026. Filed Nov 4, 2026.
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Nov 4, 2026 · Filed Nov 4, 2026
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Contents
EX-99.1 · Adjusted EBITDA & Pro Forma Adjusted EBITDA
Adjusted EBITDA & Pro Forma Adjusted EBITDA
As used herein, EBITDA represents earnings before interest, taxes, depletion, depreciation and amortization. Adjusted EBITDA includes adjustments for items that are not comparable period-over-period, namely, interest expense, accretion of asset retirement obligation, other (income) expense, (gain) loss on fair value adjustments of unsettled financial instruments, (gain) loss on natural gas and oil property and equipment, costs associated with acquisitions, other adjusting costs, loss on early retirement of debt, non-cash equity compensation, (income) loss from equity affiliate, (gain) loss on
interest rate swaps, and items of a similar nature.
Adjusted EBITDA and pro forma adjusted EBITDA should not be considered in isolation or as a substitute for operating profit or loss, net income or loss, or cash flows provided by operating, investing and financing activities. However, we believe such measure is useful to an investor in evaluating our financial performance because it (1) is widely used by investors in the natural gas and oil industry as an indicator of underlying business performance; (2) helps investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the often-volatile revenue impact of changes in the fair value of derivative instruments prior to settlement; (3) is used in the calculation of a key metric in one of our Credit Facility financial covenants; and (4) is used by us as a performance measure in determining executive compensation. When evaluating this measure, we believe investors also commonly find it useful to evaluate this metric as a percentage of our total revenue, inclusive of settled hedges, producing what we refer to as our adjusted EBITDA margin.
The following table presents a reconciliation of the GAAP financial measure of net income (loss) to the non-GAAP measure of adjusted EBITDA for each of the periods listed:
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| (in thousands) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 |
| Net income (loss) | $(202,214) | $171,252 | $(115,274) | $146,347 |
| Interest expense | 61,128 | 56,043 | 185,851 | 154,885 |
| Accretion of asset retirement obligations | 13,371 | 10,443 | 40,100 | 29,425 |
| Other (income) expense(1) | (126) | (519) | (1,164) | (984) |
| Income tax (benefit) expense | (132,069) | (45,485) | (145,134) | (42,021) |
| Depreciation, depletion and amortization | 105,122 | 91,116 | 317,127 | 258,430 |
| (Gain) loss on fair value adjustments of unsettled derivatives | 348,341 | (69,508) | 393,832 | 8,121 |
| (Gain) loss on natural gas and oil properties and equipment(2) | 6,015 | 59,790 | (2,541) | 65,457 |
| (Income) loss from equity affiliate(3) | 43,838 | — | 43,838 | — |
| Costs associated with acquisitions | 4,543 | 4,129 | 15,065 | 32,095 |
| Other adjusting costs(4) | 1,794 | 4,969 | 11,745 | 15,788 |
| Loss on early retirement of debt | 761 | — | 24,643 | 26,971 |
| Non-cash stock-based compensation | 5,060 | 2,984 | 14,440 | 7,361 |
| (Gain) loss on interest rate swaps | (18) | (35) | (55) | (105) |
| Total adjustments | $457,760 | $113,927 | $897,747 | $555,423 |
| Adjusted EBITDA | $255,546 | $285,179 | $782,473 | $701,770 |
| Pro forma adjusted EBITDA(5) | $259,354 | $285,179 | $821,473 | $773,437 |
| TTM adjusted EBITDA | $1,036,426 | $841,263 | $1,036,426 | $841,263 |
| Pro forma TTM adjusted EBITDA(5) | $1,117,462 | $1,019,234 | $1,117,462 | $1,019,234 |
(1)Excludes $0.4M, $0.2M and $1M in dividend distributions received for our investment in DP Lion Equity Holdco during the three months ended September 30, 2025 and the nine months ended September 30, 2026 and September 30, 2025, respectively.
(2)Includes $24M, $74M, $149M and $144M in cash proceeds received for leasehold sales during the three months ended September 30, 2026 and September 30, 2025 and the nine months ended September 30, 2026 and September 30, 2025, respectively.
(3)Includes $7M in residual operating cash flow received for our investment in DP Eagle during the three and nine months ended September 30, 2026.
(4)Other adjusting costs for the three months ended September 30, 2026 and September 30, 2025 and the nine months ended September 30, 2026 and September 30, 2025 were primarily associated with one-time personnel-related expenses, asset integration, and legal fees from certain litigation.
(5)Pro forma TTM adjusted EBITDA includes adjustments for the respective periods to pro forma results for the full twelve-month impact of intra-period acquisitions and divestitures (September 30, 2026: Camino, Canvas, Sheridan, Barnett, and the divestiture of other various property, plant, and equipment; September 30, 2025: Maverick, Summit, and East Texas II).
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.