DEF 14A of Diversified Energy Co, Mar 24, 2026

DEF 14A of Diversified Energy Co

Filed Mar 24, 2026 · FY20250001140361-26-010918

Open on EDGAR

  1. Benjamin Sullivan

    | PROXY STATEMENT SUMMARY | 1 | | CORPORATE GOVERNANCE | 9 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 15 | | COMPENSATION OF DIRECTORS | 16 | | ITEM 1—ELECTION OF DIRECTORS | 17 | | QUALIFICATIONS AND SKILLS OF DIRECTORS | 17 | | DIRECTOR NOMINEES | 18 | | ITEM 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | 21 | | PRINCIPAL ACCOUNTING FEES AND SERVICES | 21 | | REPORT OF THE AUDIT AND RISK COMMITTEE | 23 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 24 | | DELINQUENT SECTION 16(A) REPORTS | 25 | | ITEM 3—ADVISORY RESOLUTION APPROVING EXECUTIVE COMPENSATION | 26 | | ITEM 4—ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY RESOLUTIONS APPROVING EXECUTIVE COMPENSATION | 27 | | EXECUTIVE OFFICERS | 28 | | COMPENSATION DISCUSSION AND ANALYSIS | 30 | | OVERVIEW | 30 | | ELEMENTS OF OUR COMPENSATION PROGRAM | 32 | | OTHER COMPENSATION-RELATED POLICIES AND MATTERS | 36 | | COMPENSATION COMMITTEE REPORT | 37 | | EXECUTIVE COMPENSATION TABLES | 38 | | SUMMARY COMPENSATION TABLE | 38 | | GRANTS OF PLAN-BASED AWARDS TABLE | 40 | | OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 | 41 | | OPTION EXERCISES AND STOCK VESTED TABLE | 42 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 43 | | CEO PAY RATIO | 45 | | PAY VERSUS PERFORMANCE | 46 | | SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 49 | | INFORMATION ABOUT THE ANNUAL MEETING, PROXY VOTING AND OTHER INFORMATION | 50 | | OTHER BUSINESS | 52 | | FORWARD-LOOKING STATEMENTS | 52 | | SHAREHOLDER PROPOSALS FOR 2027 ANNUAL MEETING | 53 |

  2. How We Talk: Our Winning Language

    | Name | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) | | David E. Johnson | 229,390 | - | 229,390 | | Sylvia Kerrigan(1) | 28,238 | - | 28,238 | | Kathryn Klaber | 172,933 | - | 172,933 | | Sandy Stash(2) | 115,921 | 165,825 | 281,746 | | Martin K. Thomas | 164,792 | - | 164,792 | | David J. Turner | 204,379 | - | 204,379 | | Randall Wade(3) | 90,067 | - | 90,067 |

  3. How We Talk: Our Winning Language

    | (1) Ms. Kerrigan retired from the Board on January 24, 2025. |

  4. How We Talk: Our Winning Language

    | (2) Ms. Stash retired from the Board on August 12, 2025. In connection therewith, Ms. Stash received $165,825 in payment pursuant to her Director Appointment Agreement with Diversified PLC. |

  5. How We Talk: Our Winning Language

    | (3) Mr. Wade retired from the Board on January 23, 2026. Cash retainers to Mr. Wade were paid directly to EIG. |

  6. How We Talk: Our Winning Language

    During 2025, our Directors’ Remuneration Policy provided for cash retainers for service on the Board and the committees thereof, as approved by Diversified PLC’s shareholders at the 2025 Annual General Meeting. Following the Redomiciliation and after consultation with its independent compensation consultant following a review of U.S. market practices, our Compensation Committee recommended, and the Board approved, a director compensation policy providing for revised cash retainers effective January 1, 2026.

  7. How We Talk: Our Winning Language

    | | 2025* | 2026 | | Annual Retainer | £105,000 | $85,000 | | Additional Retainers for Board Leadership Positions: | | | | Chairman of the Board | £174,000 | $75,000 | | Vice Chair of the Board | £20,000 | $20,000 | | Senior Independent Director | £10,000 | N/A | | Additional Committee Chair Retainers: | | | | Audit and Risk Committee | £30,000 | $20,000 | | Remuneration Committee / Compensation Committee | £20,000 | $20,000 | | Nominating and Corporate Governance Committee | £20,000 | $15,000 | | Sustainability and Safety Committee | £20,000 | $15,000 |

  8. How We Talk: Our Winning Language

    *For directors residing in the United States, the 2025 cash retainers were paid in U.S. dollars at the applicable exchange rate as of the month of payment. Beginning in 2026, each non-employee director is also eligible to receive an annual equity grant of RSUs with a value of approximately $150,000 (or $200,000 for the Board Chair), which vests on the first anniversary of the date of grant. In accordance with this policy, on January 5, 2026, each non-employee director received a grant of 10,187 RSUs (or, for Mr. Johnson, 13,582 RSUs). Mr. Wade forfeited all 10,187 of his RSUs in connection with his retirement from the Board on January 23, 2026. The cash retainers are payable monthly in arrears and pro-rated for periods of partial service. In addition, our director compensation policy provides each member of our Board with reimbursement for reasonable travel and expenses incurred in attending meetings and activities of our Board and its committees.

  9. How We Talk: Our Winning Language

    | Diversified Energy Company | 16 | 2026 Proxy Statement |

  10. How We Talk: Our Winning Language

    ITEM 1 — ELECTION OF DIRECTORS

  11. How We Talk: Our Winning Language

    | What is being voted on | Election of five director nominees to the Board. | | | Board Recommendation | | The Board of Directors recommends a vote FOR the election of each of the director nominees. |

  12. How We Talk: Our Winning Language

    The Board of Directors has nominated Robert Russell Hutson, Jr., David E. Johnson, Martin K. Thomas, Kathryn Z. Klaber and David J. Turner, Jr., each for a one-year term expiring in 2027. If elected, the nominees will hold office until each of their terms expires and until a successor is elected and qualified, subject to earlier resignation or removal. Accordingly, the Board has set the number of directors at five. All of the nominees are currently members of the Board of Directors and were elected by shareholders at the 2025 annual general meeting of Diversified Energy Company PLC and remained as directors in connection with the Redomiciliation. The Nominating and Corporate Governance Committee evaluates the qualifications and skills of other potential candidates in light of the Board’s current composition and consideration of the Company’s anticipated needs. The Company expects the nominees for election as director to be able to serve if elected. If a nominee is unable to serve, proxies may be voted for the election of such other person for director as the Board may recommend in the place of such nominee or just for the remaining nominees, leaving a vacancy. Alternatively, the Board may reduce the size of the Board. SELECTION OF NOMINEES FOR OUR BOARD OF DIRECTORS QUALIFICATIONS AND SKILLS OF DIRECTORS The Board believes that the Board, as a whole, should possess a combination of skills, professional experience and backgrounds necessary to oversee the Company’s business. In addition, the Board believes that there are certain attributes that every director should possess, as reflected in the Board’s membership criteria. Accordingly, the Board and the Nominating and Corporate Governance Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future business and operations. The Nominating and Corporate Governance Committee is responsible for developing and recommending the skills, experience, characteristics and other criteria for identifying and evaluating directors. The criteria, which are set forth in the Company’s Principles of Corporate Governance, include, among other things, the candidate’s:

  13. How We Talk: Our Winning Language

    | ● | deep understanding of the Company’s business; |

  14. How We Talk: Our Winning Language

    | ● | openness and forthrightness; |

  15. How We Talk: Our Winning Language

    | ● | ability to exercise sound judgment in fulfilling their oversight responsibilities; |

  16. How We Talk: Our Winning Language

    | ● | ability to devote sufficient time and energy to carrying out his or her duties effectively and in accordance with the Company’s Principles of Corporate Governance; |

  17. How We Talk: Our Winning Language

    | ● | willingness to embrace the Company’s values and culture; and |

  18. How We Talk: Our Winning Language

    | ● | integrity. |

  19. How We Talk: Our Winning Language

    | Diversified Energy Company | 17 | 2026 Proxy Statement |

  20. How We Talk: Our Winning Language

    In addition, the Board and the Nominating and Corporate Governance Committee annually evaluate the composition of the Board to assess whether the skills, experience, characteristics and other criteria established by the Board are currently represented on the Board as a whole and in individual directors, and to assess the criteria that may be needed in the future. The Board and the Nominating and Corporate Governance Committee seek candidates with a breadth of occupational and personal backgrounds, perspectives, viewpoints, skills and experiences to serve on the Board in order to obtain a range of viewpoints and perspectives. This annual evaluation of the Board’s composition enables the Board and the Nominating and Corporate Governance Committee to update the skills and experience they seek in the Board as a whole, and in individual directors, as the Company’s needs evolve and change over time. In considering and nominating directors for election to the Board, the Board and the Nominating and Corporate Governance Committee have considered a variety of factors. These include the nominee’s independence, financial literacy, personal and professional accomplishments, experience in light of the needs of the Company and, for incumbent directors, past performance on the Board. With respect to the director nominees standing for election, their biographies as of the date of this Proxy Statement as well as their skills and qualifications that support their service on the Board are set forth below. The Board of Directors recommends a vote FOR the election of each of the director nominees listed below. DIRECTOR NOMINEES

  21. How We Talk: Our Winning Language

    | DAVID E. JOHNSON Non-Executive Chairman Age: 65 Director Since: February 2017 Committees: ● Compensation Committee ● Sustainability and Safety Committee | Biography ● Mr. Johnson has served on our Board of Directors since February 2017 and as the Chairman of the Board since April 2019. ● He has worked at a number of leading investment firms, as both an investment analyst and a manager, and more recently in equity sales and investment management. ● Mr. Johnson currently serves on the board of Chelverton Equity Partners, an AIM-listed holding company, where he serves as a member of the Compensation, Audit and Nominating and Corporate Governance committees. ● Previously, Mr. Johnson was a consultant at Chelverton Asset Management from August 2016 to February 2019. ● Prior to that, he worked as a fund manager for the investment department of a large insurance company and then as Head of Sales and Head of Equities at a London investment bank. Key Strengths ● Mr. Johnson’s strengths include investment sector knowledge; finance; strong leadership of the Board in connection with the Board’s role of overseeing strategy and developing stakeholder relations. Education ● B.A., Economics, University of Reading |

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    | Diversified Energy Company | 18 | 2026 Proxy Statement |

  23. How We Talk: Our Winning Language

    | ROBERT RUSSELL HUTSON, JR. Co-Founder and Chief Executive Officer Age: 56 Director Since: July 2014 | Biography ● Mr. Hutson is our co-founder and has served as our Chief Executive Officer since the founding of our predecessor entity in 2001. ● Building upon his early career in the oil and gas industry and financial services sector, Mr. Hutson founded Diversified Energy in 2001 with a strategy centered on acquiring established, predictable, long life producing assets. ● After years of refining this cash flow focused model, Mr. Hutson and his team took the company public on the London Stock Exchange in 2017. Since going public, Diversified Energy has executed over 33 acquisitions, with approximately $2 billion in transformative acquisitions in 2025, including Maverick and Canvas. Operating across 14 states, Mr. Hutson has created a scaled powerhouse with an asset base within Appalachia, Permian, Western Anadarko, Ark La Tex, and other regions. ● The first in his family to pursue higher education, Mr. Hutson graduated from Fairmont State University (WV) with a degree in accounting. After college, Mr. Hutson spent 13 years steadily progressing into multiple leadership roles within the banking industry at well-known institutions such as Bank One and Compass Bank, and prior to concluding his time within banking as CFO of Compass Financial Services. ● Mr. Hutson is also an active member of the American Exploration & Production Council (AXPC) and serves as the Chairman of the West Virginia University Board of Governors. Key Strengths ● Mr. Hutson has a deep understanding and leadership in the natural gas and oil sector and a strong track record in developing and delivering results in line with strategy. ● Mr. Hutson has strong experience in finance and risk management. Education ● Fairmont State College | | MARTIN K. THOMAS Vice-Chairman Age: 61 Director Since: January 2015 Committees: ● Nominating and Corporate Governance Committee ● Audit and Risk Committee | Biography ● Since January 2022, Mr. Thomas has served as a consultant at the law firm Wedlake Bell LLP, from where he was previously a Partner from January 2018 to December 2021. ● During his more than 30-year legal career, Mr. Thomas also served as Partner of Watson Farley & Williams LLP from February 2015 to April 2017 and as consultant of the same firm from May 2017 to May 2018. ● Mr. Thomas joined the Board of The Smarter Web Company PLC in January 2026. Key Strengths ● Mr. Thomas has strong experience in corporate law, advising on mergers and acquisitions and public offerings. Education ● Bachelor of Laws, University of Reading ● Law Society Final Examinations, The College of Law in the UK |

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    | Diversified Energy Company | 19 | 2026 Proxy Statement |

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    | DAVID J. TURNER, JR. Director Age: 62 Director Since: May 2019 Committees: ● Audit and Risk Committee (Chair) ● Compensation Committee (Chair) ● Nominating and Corporate Governance Committee | Biography ● Mr. Turner has served as Chief Financial Officer of Regions Financial Corporation (NYSE: RF) since 2010 where he leads all finance operations, including mergers and acquisitions, financial systems, investor relations, corporate treasury, corporate tax, management planning and reporting and accounting. ● Prior to his appointment as Chief Financial Officer, Mr. Turner oversaw the Internal Audit Division for AmSouth Bank (which merged with Regions Financial Corporation in 2006) from April 2005 to March 2010. ● Before beginning his banking career, Mr. Turner was a certified public accountant and an Audit Partner with Arthur Andersen and KPMG specializing in financial services clients. ● Mr. Turner joined the Board of Directors of Pan-American Life Insurance Group in October 2025 and serves on the Audit and Finance Committees. ● Mr. Turner has also served on the boards of Junior Achievement of Alabama and United Way of Central Alabama and is actively involved in several professional and civic organizations, including the University of Alabama President’s Cabinet and Leadership Alabama. Key Strengths ● Mr. Turner is a financial expert with recent and relevant experience in capital markets, financial operations, audit and risk management. Education ● B.S., Accounting, University of Alabama | | KATHRYN Z. KLABER Director Age: 60 Director Since: January 2023 Committees: ● Nominating and Corporate Governance Committee (Chair) ● Audit and Risk Committee ● Sustainability and Safety Committee (Chair) | Biography ● Since 2014, Ms. Klaber has served as the Managing Director of The Klaber Group, which provides strategic consulting services to businesses and organizations with a focus on energy development in the United States and abroad. ● Prior to founding The Klaber Group, Ms. Klaber launched the Marcellus Shale Coalition, serving as its first CEO from 2009 to 2013. ● Previously in her career, Ms. Klaber also served as the Executive Vice President for Competitiveness at the Allegheny Conference on Community Development, Executive Director of the Pennsylvania Economy League, and consultant at Environmental Resources Management. ● Ms. Klaber has served on the Board of RLG International since 2023. Key Strengths ● Ms. Klaber is experienced in regulatory compliance matters, with EHS process knowledge across many industries, especially energy. ● She also possesses extensive risk management and government expertise. ● Significant financial expertise with prior financial oversight roles. Education ● B.A. in Environmental Science, Bucknell University ● MBA, Carnegie Mellon University |

  26. How We Talk: Our Winning Language

    | Diversified Energy Company | 20 | 2026 Proxy Statement |

  27. ITEM 4 — ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY RESOLUTIONS APPROVING EXECUTIVE COMPENSATION

    ITEM 4 — ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY RESOLUTIONS APPROVING EXECUTIVE COMPENSATION

  28. ITEM 4 — ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY RESOLUTIONS APPROVING EXECUTIVE COMPENSATION

    | What is being voted on | An advisory resolution on the frequency of future advisory resolutions approving executive compensation. | | Board Recommendation | The Board of Directors recommends a vote, on an advisory basis, to conduct future advisory votes on executive compensation every “ONE YEAR”. |

  29. ITEM 4 — ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY RESOLUTIONS APPROVING EXECUTIVE COMPENSATION

    Pursuant to Section 14A of the Exchange Act, we are required to ask the Company’s shareholders to vote on the frequency of future advisory resolutions approving the Company’s executive compensation (referred to as a “say-on-pay” vote) at least once every six years. Therefore, in this Item 4 we are asking shareholders to vote on whether future say-on-pay votes should occur every year, every two years or every three years. We believe that an annual say-on-pay vote gives shareholders a meaningful opportunity to provide regular feedback on our executive compensation programs. In addition, an annual say-on-pay vote provides an opportunity for the Compensation Committee and the Board of Directors to evaluate the results of the most recent say-on-pay vote, to discuss the implications of that vote with shareholders to the extent needed, and to begin developing and implementing any adjustments to the Company’s executive compensation programs that may be appropriate in light of past say-on-pay votes. Nevertheless, since these programs are designed to reward long-term performance and operate over a period of years, we also encourage our shareholders to evaluate our executive compensation programs over a multi-year horizon and review our NEOs’ compensation over the past three fiscal years as reported in the Summary Compensation Table on page 38. For the reasons outlined above, the Board recommends that say-on-pay votes occur every year. We look forward to the input that our shareholders provide through this advisory vote on the frequency of future say-on-pay votes, and we will carefully consider and take into account our shareholders’ views when determining how often to conduct future say-on-pay votes. Shareholders will be able to specify one of four choices for this item on the proxy card: One Year, Two Years, Three Years or Abstain. Shareholders are not voting to approve or disapprove the Board’s recommendation, and the vote is not binding on the Board. Notwithstanding the Board’s recommendation and the outcome of the shareholder vote, the Board may in the future decide to conduct say-on-pay votes on a more or less frequent basis and may vary its practice based on factors such as discussions with shareholders and the adoption of material changes to compensation programs. The Board of Directors recommends a vote, on an advisory basis, to conduct future advisory votes on executive compensation every “ONE YEAR”.

  30. ITEM 4 — ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY RESOLUTIONS APPROVING EXECUTIVE COMPENSATION

    | Diversified Energy Company | 27 | 2026 Proxy Statement |

  31. ITEM 4 — ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY RESOLUTIONS APPROVING EXECUTIVE COMPENSATION

    EXECUTIVE OFFICERS Set forth below is biographical information about each of our executive officers. Age, Position and Business Experience

  32. ITEM 4 — ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY RESOLUTIONS APPROVING EXECUTIVE COMPENSATION

    | Robert Russell Hutson, Jr. Co-Founder and Chief Executive Officer Director | See “Director Nominees” | | Bradley Gray President and Chief Financial Officer Age: 57 | Biography ● Mr. Gray has served as our President and Chief Financial Officer since September 2023. Mr. Gray has also served as Executive Vice President, Chief Operating Officer from October 2016 to September 2023 and on the Board of Directors from July 2017 until September 2023. Prior to joining Diversified, Mr. Gray served as the Senior Vice President and Chief Financial Officer for Royal Cup, Inc. from August 2014 to October 2016. From 2006 to 2014, Mr. Gray served in various roles at The McPherson Companies, Inc., most recently as Executive Vice President and Chief Financial Officer from September 2006 to December 2013. Mr. Gray also worked in various financial and operational roles at Saks Incorporated from 1997 to 2006. Mr. Gray started his professional career in the audit practice of Arthur Andersen LLP. Education ● Mr. Gray has a B.S. degree in Accounting from the University of Alabama and was formerly a licensed CPA (Alabama). |

  33. ITEM 4 — ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY RESOLUTIONS APPROVING EXECUTIVE COMPENSATION

    | Benjamin Sullivan Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary Age: 47 | Biography ● Mr. Sullivan has served as our Senior Executive Vice President, Chief Legal and Risk Officer, and Corporate Secretary since September 2023, and prior to that served as Executive Vice President, General Counsel and Corporate Secretary since 2019. Prior to joining us, Mr. Sullivan worked with Greylock Energy, LLC (an ArcLight Capital Partners portfolio company) and its predecessor, Energy Corporation of America, from 2012 to 2017, most recently as Executive Vice President, General Counsel and Corporate Secretary from 2017 to 2019. Prior to that, Mr. Sullivan served as counsel for EQT Corporation from 2006 to 2012. ● Mr. Sullivan is a member of the leadership and board of directors of several commerce, legal and industry groups, and has considerable experience in corporate governance and reporting, corporate responsibility and sustainability matters, complex commercial transactions, land/real estate, acquisitions & divestitures, financing, government investigations and corporate workouts and restructurings. Education ● Mr. Sullivan received a B.A. from the University of Kentucky and a J.D. degree from the West Virginia University College of Law. He holds licenses to practice law in Pennsylvania and West Virginia. |

  34. ITEM 4 — ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY RESOLUTIONS APPROVING EXECUTIVE COMPENSATION

    | Diversified Energy Company | 28 | 2026 Proxy Statement |

  35. ITEM 4 — ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY RESOLUTIONS APPROVING EXECUTIVE COMPENSATION

    | Richard Gideon Chief Operating Officer Age: 51 | Biography ● Mr. Gideon joined the Company as Chief Operating Officer in March 2025, following the Company’s acquisition of Maverick where Mr. Gideon served as Chief Executive Officer from July 2024 to March 2025. Mr. Gideon previously held roles as Executive Vice President and Chief Operating Officer of Maverick from May 2023 to July 2024. Prior to joining Maverick, Mr. Gideon was the founder and Chief Executive Officer of RNG Consulting, Inc. from January 2020 to May 2023 and the Chief Executive Officer of Roan Resources, Inc. from September 2019 to December 2019. Mr. Gideon has held numerous leadership roles in public and privately held oil and gas companies, including as Senior Vice President of U.S. Exploration and Production for Devon Energy Corporation as well as senior positions at HighMount Exploration & Production, LLC, Linn Energy, Inc., and Dominion Energy, Inc. He has also advised and consulted firms such as Blackstone Energy Partners. Education ● Mr. Gideon holds a B.S. in Chemical Engineering from the University of Wyoming. |

  36. ITEM 4 — ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY RESOLUTIONS APPROVING EXECUTIVE COMPENSATION

    | Ronald Ridgway Executive Vice President, Energy Marketing Age: 60 | Biography ● Mr. Ridgway has served as our Executive Vice President, Energy Marketing since September 2023. Mr. Ridgway joined Diversified in March 2021 as the Senior Vice President, Energy Marketing and brings with him over 30 years of industry experience in energy marketing, transportation, NGL activities, operations, regulatory rates, and gas accounting. As Executive Vice President of Energy Marketing, Mr. Ridgway oversees the marketing of natural gas and liquids, as well as commercial midstream across all regions. Prior to joining Diversified, Mr. Ridgway served as the Director of Interstate and NGL Marketing at Berkshire Hathaway Energy. Prior to BHE, Mr. Ridgway was the Director of East Coast Marketing for Centennial Energy. Education ● Mr. Ridgway holds a bachelor’s degree in Business Administration from Fairmont State University. | | Michael Garrett Senior Vice President and Chief Accounting Officer Age: 43 | Biography ● Mr. Garrett has served as our Senior Vice President and Chief Accounting Officer since March 2025. Mr. Garrett joined Diversified Energy in 2018 as Vice President and Controller. Mr. Garrett is responsible for leading the Company’s corporate and regulatory accounting matters, external financial reporting, controllership, and tax, overseeing a team of approximately 75 financial professionals across numerous offices. Mr. Garrett brings 20 years of advanced accounting experience to his role. He has previously served in accounting functions at Callon Petroleum Company, Pfizer, and Pinnacle Airlines with progressively higher responsibilities. Education ● Mr. Garrett is a graduate of Lambuth University with a degree in accounting and is a Certified Public Accountant. |

  37. ITEM 4 — ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY RESOLUTIONS APPROVING EXECUTIVE COMPENSATION

    | Diversified Energy Company | 29 | 2026 Proxy Statement |

  38. COMPENSATION DISCUSSION AND ANALYSIS

    | ● | Accountability—Executives should be held accountable for our annual performance and the achievement of our longer-term strategic goals, as well as their own individual performance over both the short and long-term. We satisfy this objective by tying compensation to the achievement of financial and operational goals based on both short and long-term corporate performance measures. See “Short-Term Incentive Plan” and “Long-Term Incentives” below. |

  39. COMPENSATION DISCUSSION AND ANALYSIS

    | ● | Align Interests Between Executives and Shareholders—Executive compensation should align the interests of our executives with those of our shareholders. We maintain stock ownership guidelines which require executives to retain at least 50% (prior to the compliance deadline) or 100% (after the compliance deadline) of their after-tax Common Stock issued as a result of the vesting of restricted stock units until such time as they meet certain ownership thresholds as described under “—Stock Ownership Guidelines” below. Additionally, our executive compensation program aligns pay to performance by making a substantial portion of total executive compensation variable, or “at-risk,” through a short-term incentive plan that provides awards only upon meeting or exceeding our performance goals and long-term incentive awards, which include time-vested restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”). As performance goals are met, not met or exceeded, executives are rewarded commensurately. |

  40. COMPENSATION DISCUSSION AND ANALYSIS

    PROCESS FOR SETTING EXECUTIVE COMPENSATION Role of Compensation Committee. The Compensation Committee annually reviews and approves corporate goals and objectives relevant to the compensation of the CEO, evaluates the CEO’s performance in light of those goals and objectives, and determines and approves the CEO’s compensation. In evaluating performance and compensation outcomes, the Compensation Committee considers the extent to which pre-established quantitative corporate performance metrics were achieved, together with other factors it deems appropriate, including individual performance, retention considerations, internal pay equity, and market competitiveness. The Compensation Committee also reviews and approves the compensation of the Company’s other executive officers, oversees the administration of the Company’s short and long-term incentive plans, and periodically reviews non-employee director compensation and recommends any changes to the Board. Role of Management. Management supports the Compensation Committee in fulfilling its responsibilities. The CEO evaluates the performance of the Company’s other NEOs, primarily based on the achievement of quantitative corporate performance metrics and individual performance for the year, and develops compensation recommendations for those officers for review and approval by the Compensation Committee. Management also assists in developing performance goals, preparing market and competitive data, and administering the Company’s compensation and benefit programs, subject to the oversight of the Compensation Committee. The CEO does not make recommendations with respect to, or otherwise participate in, the determination of his own compensation. Compensation Consultant. In 2024, the Compensation Committee engaged Mercer Limited (“Mercer”) as its independent compensation consultant, to assist in a general review of compensation for our NEOs for 2025. Mercer provided the Compensation Committee with competitive industry and general market-related analyses and trends for NEO base salary, short-term incentives and long-term incentives. Specifically, Mercer’s approach was to gather compensation data from public peer companies as well as survey data and to conduct market comparison analyses of the gathered data. Mercer also advised the Compensation Committee on the composition of its compensation peer group, as described below. Except as described herein, Mercer does not have any other connection with the Company or its NEOs. Accordingly, the Compensation Committee was satisfied that the advice provided by Mercer was objective and independent. In connection with the Redomiciliation, the Compensation Committee engaged Pearl Meyer in 2025 to review 2026 NEO compensation as well as to advise on the design of our compensation programs. The Compensation Committee assessed the independence of Pearl Meyer and reviewed the Company’s relationship with Pearl Meyer and considered all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Securities Exchange Act of 1934, as amended. Based on this review, the Compensation Committee concluded that Pearl Meyer is independent and there are no conflicts of interest raised by the work performed by such consultants. Peer Group. Set forth below is the list of the companies comprising our peer group for purposes of setting compensation for 2025 (the “2025 Peer Group”). The 2025 Peer Group companies were selected in order to ensure proper financial and operational alignment to the Company, with a particular focus on industry, market capitalization and revenue, among other things. Compensation data for the 2025 Peer Group was presented to the Compensation Committee and used by the Compensation Committee to help direct its compensation decisions for our NEOs in 2025 as well as assisting with the design of our compensation programs.

  41. COMPENSATION DISCUSSION AND ANALYSIS

    | 2025 PEER GROUP | | | Northern Oil and Gas | Riley Exploration Permian | | CNX Resources Corp. | Ring Energy | | Highpeak Energy | W&T Offshore | | Mach Natural Resources | Talos Energy Inc. | | Vital Energy | Amplify Energy Corp. | | Granite Ridge Resources | Berry Corporation | | TXO Partners | |

  42. ELEMENTS OF OUR COMPENSATION PROGRAM

    For 2025, the base salary increases for each NEO generally aligned with the average salary increase provided to all full-time employees across the organization. The Compensation Committee determined that no significant adjustments were warranted for 2025 as total cash compensation levels were generally in line with peer compensation based on benchmarking analyses conducted by Mercer. Mr. Gideon’s base salary was negotiated in connection with the Maverick acquisition, taking into account his prior Maverick base salary, his significant leadership and industry expertise and the responsibilities of his new position. SHORT-TERM INCENTIVE PLAN The Company’s short-term cash incentive plan (“STIP”) is designed to incentivize and reward annual performance using key financial, operational, and strategic objectives that support the Company’s business strategy and near-term value creation. Our Compensation Committee structures the STIP to emphasize measurable performance outcomes that align with investor priorities and market practice. To that end, in 2025, we entered into Annual Performance Compensation Award Agreements (the “STIP Agreements”) with each of our NEOs. Each STIP Agreement provides for a cash award opportunity based on performance from January 1, 2025 through December 31, 2025 against pre-established performance metrics. Target Award Opportunity. Target award opportunities are expressed as a percentage of base salary and are intended to reflect each executive’s role, scope of responsibility, and ability to impact Company performance. Under the 2025 STIP Agreements, the target payout was established at 75% of maximum with the threshold payout at 25% of maximum. The 2025 STIP target and maximum opportunities for each NEO were as follows:

  43. ELEMENTS OF OUR COMPENSATION PROGRAM

    | Name | 2025 STIP Target (% of Base Salary) | 2025 STIP Maximum (% of Base Salary) | | Robert Russell Hutson, Jr. | 150.0% | 200% | | Bradley Gray | 112.5% | 150% | | Benjamin Sullivan | 112.5% | 150% | | Richard Gideon (1) | 112.5% | 150% | | Ronald Ridgway | 93.75% | 125% |

  44. ELEMENTS OF OUR COMPENSATION PROGRAM

    | (1) Mr. Gideon joined the Company on March 14, 2025. His 2025 STIP target and maximum were prorated as a result. |

  45. ELEMENTS OF OUR COMPENSATION PROGRAM

    2025 Performance Scorecard. For 2025, the Compensation Committee selected a balanced scorecard comprised of financial, cost discipline, environmental and safety measures as provided below. The Compensation Committee determined that these metrics appropriately emphasized profitability, operational efficiency, and the Company’s commitment to environmental stewardship and workplace safety.

  46. ELEMENTS OF OUR COMPENSATION PROGRAM

    | (3) Threshold based on assessing and quantifying emissions for 100% of units; target is reached if the threshold is reached and the Company completes creation of an actionable mitigation plan by early 2026; and stretch is reached to the extent target is reached, plus mitigation of emissions at 10% of units. |

  47. ELEMENTS OF OUR COMPENSATION PROGRAM

    | (6) “LTI” is the Company’s lost-time injuries per 200,000 hours worked. |

  48. ELEMENTS OF OUR COMPENSATION PROGRAM

    The STIP Agreements provide that if the threshold is not met with respect to any performance measure, the payout for that measure is zero. Results between the threshold, target and stretch levels are linearly interpolated. Based on the Company’s achievement of the performance metrics as set forth above at approximately 112% of the NEO’s respective targets, the final bonuses awarded for 2025 under the STIP Agreements were as follows:

  49. ELEMENTS OF OUR COMPENSATION PROGRAM

    | Name | 2025 STIP Target ($) | 2025 STIP Earned ($) | | Robert Russell Hutson, Jr | $1,212,000 | $1,359,056 | | Bradley Gray | $585,000 | $655,980 | | Benjamin Sullivan | $528,750 | $592,905 | | Richard Gideon(1) | $400,781 | $449,409 | | Ronald Ridgway | $339,844 | $381,078 |

  50. ELEMENTS OF OUR COMPENSATION PROGRAM

    | (1) Mr. Gideon joined the Company on March 14, 2025. His 2025 STIP target was prorated as a result. |

  51. ELEMENTS OF OUR COMPENSATION PROGRAM

    LONG-TERM INCENTIVES Long-term equity incentive awards align the interests of our NEOs with those of our shareholders by creating a strong financial incentive for our NEOs to promote our long-term financial and operational success and, along with our executive stock ownership guidelines, encourage NEO stock ownership. We granted both RSUs and PSUs to each of our NEOs in 2025. RSUs provide value based on continued service and long-term stock price performance, while PSUs are earned based on achievement of pre-established performance objectives over the applicable performance period.

  52. ELEMENTS OF OUR COMPENSATION PROGRAM

    2025 Long-Term Incentive Target Opportunities. For 2025, Mr. Hutson’s LTIP target/maximum was increased from 325% of base salary to 425%, consisting of a 325% target/maximum for PSUs and a 100% target for RSUs. This adjustment followed a review of peer market data provided by Mercer, which indicated that Mr. Hutson’s long-term equity compensation was below the competitive range relative to the 2025 Peer Group. The Compensation Committee determined that the revised target/maximum better aligned his compensation with market practice while maintaining the overall structure of the program. No changes were made to the LTIP target/maximum opportunities for the Company’s other NEOs for 2025. The 2025 long-term incentive awards were granted 70% in the form of RSUs and 30% in the form of PSUs for NEOs other than Mr. Hutson. The 2025 aggregate LTIP targets/maximums for each NEO were as follows:

  53. ELEMENTS OF OUR COMPENSATION PROGRAM

    | Name | Aggregate LTIP Target/Max | | Robert Russell Hutson, Jr | 425% | | Bradley Gray | 275% | | Benjamin Sullivan | 250% | | Richard Gideon | 250% | | Ronald Ridgway | 125% |

  54. ELEMENTS OF OUR COMPENSATION PROGRAM

    RSUs. RSU awards are intended to promote long-term shareholder alignment and support retention by delivering value based on continued service and the Company’s stock price performance over time. RSU awards generally vest following the end of a three-year performance period, subject to continuous service with the Company through the applicable vesting date. RSUs generally accrue dividend equivalents as additional RSUs that are subject to the same vesting conditions as the underlying award. PSUs. Our PSU awards further enhance the link between our executive compensation and our performance. Our PSUs vest, up to 100%, based on our achievement of certain performance metrics over a three-year performance period. PSUs accrue dividend equivalents as additional PSUs that are subject to the same vesting conditions as the underlying award. Performance goals for the three-year performance period are recommended by management based on our historical performance and budget. The Compensation Committee reviews management’s recommendations, determines appropriate revisions and approves the performance metric for each performance period, generally during the first quarter of the performance period. Following completion of the performance period, the Compensation Committee reviews the results and certifies achievement of the performance metrics. For our 2025 PSU NEO grants, vesting will ultimately be determined based on our achievement of the below performance metrics for the period beginning January 1, 2025 and ending December 31, 2027. 2025 PSU Performance Metrics (CEO)

  55. ELEMENTS OF OUR COMPENSATION PROGRAM

    | Performance Metric | Weight | Threshold KPI (15% Payout) | Target/Max KPI (100% Payout) | | Three-Year Average Return on Equity | 40% | 15% | 25% | | Three-Year Absolute Total Shareholder Return (“TSR”) | 20% | 10% | 20% | | Three-Year TSR Relative to Peer Group(1) | 20% | 50% | 75% | | Emissions (Methane Intensity Reduction) (the “Emissions Goal”) | 20% | 5% reduction during 2026 – 2027 over 2025 baseline | 10% reduction during 2026 – 2027 over 2025 baseline |

  56. ELEMENTS OF OUR COMPENSATION PROGRAM

    | (1) Peer Group consists of Amplify Energy Corp., Berry Corporation, CNX Resources Corp., Granite Ridge Resources, Highpeak Energy, Mach Natural Resources, Northern Oil and Gas, Riley Exploration Permian, Ring Energy, TXO Partners, Vital Energy and W&T Offshore. |

  57. ELEMENTS OF OUR COMPENSATION PROGRAM

    | Performance Metric | Weight | Threshold KPI (15% Payout) | Target/Max KPI (100% Payout) | | Three-Year Absolute TSR | 30% | 10% | 20% | | Three-Year Average Free Cash Flow Growth | 40% | 3% | 8% | | Emissions Goal | 30% | 5% reduction during 2026 – 2027 over 2025 baseline | 10% reduction during 2026 – 2027 over 2025 baseline |

  58. ELEMENTS OF OUR COMPENSATION PROGRAM

    If we do not at least attain the threshold level in any given metric, then the weight attributed to that metric is 0%. Performance between threshold and target/max is linearly interpolated.

  59. ELEMENTS OF OUR COMPENSATION PROGRAM

    Results of 2023 PSUs The PSU awards granted to the NEOS in early 2023 vested based on achievement of the below performance metrics over the three-year period ending December 31, 2025 as set forth below.

  60. ELEMENTS OF OUR COMPENSATION PROGRAM

    | Component | Weight | Threshold KPI (15% Payout) | Target KPI (100% Payout) | Actual Performance | Weighted Payout Percentage | | Three Year Average Return on Equity | 40% | 15% | 25% | 31% | 40% | | Three Year Absolute TSR | 30% | 10% | 20% | 9% | — | | Three Year TSR Relative to FTSE 250 Index TSR | 10% | Median performance | Upper quartile or above | 59th percentile | — | | Emissions Goal | 20% | 8% reduction | 20% reduction | 16.7% reduction | 15.4% |

  61. ELEMENTS OF OUR COMPENSATION PROGRAM

    Based on our performance, approximately 55.4% of the PSUs granted to our NEOs in 2023 vested as of December 31, 2025, consisting of 80,740 for Mr. Hutson, 20,411 for Mr. Gray, 17,156 for Mr. Sullivan and 5,471 for Mr. Ridgway. maverick transaction COMPENSATION On March 14, 2025, we consummated the acquisition of Maverick. In connection with the closing of the transaction, the Board appointed Maverick’s former Chief Executive Officer, Mr. Gideon, to the role of Executive Vice President and Chief Operating Officer of the Company. Pursuant to his pre-existing agreement with Maverick, Mr. Gideon received a change in control payment of $1,805,000, less applicable withholding and deductions, following consummation of the transaction. Additionally, in connection with his appointment, the Company granted 250,000 RSUs as an inducement award to Mr. Gideon, which cliff vest on March 14, 2028, subject to his continuous service through such date. OTHER BENEFITS AND PERQUISITES Benefits and Other Perquisites Our NEOs are entitled to the same health and welfare benefits as our employees generally, including medical, prescription drug, dental and vision insurance, as well as other benefits as described under “Executive Compensation Tables—Summary Compensation Table” Our NEOs are eligible to participate in our tax-qualified 401(k) plan on the same basis as our employees generally and are not entitled to any supplemental executive retirement benefits. Under the 401(k) plan, the Company matches 100% of an employee’s elective deferrals up to a specified percentage of eligible compensation (7% in 2025), subject to applicable limitations under the Internal Revenue Code (the “Code”). The Company does not currently maintain any non-qualified deferred compensation plan. For details and the amounts of such benefits, see the “All Other Compensation” column of the 2025 Summary Compensation Table and the accompanying footnotes below. Employee Stock Purchase Plan We also maintain the Diversified Energy Company Employee Stock Purchase Plan. The purpose of the ESPP is to encourage and enable our eligible employees to acquire a proprietary interest in us through the ownership of our Common Stock. The ESPP, and the rights of participants to make purchases thereunder, is intended to qualify under the provisions of Sections 421 and 423 of the Code. Our NEOs are eligible to participate in the ESPP and purchase a limited number of shares of Common Stock at a 10% discount, on the same basis as our other participants. Executive Severance Plan We maintain the Diversified Energy Company Executive Severance Plan (the “Severance Plan”), which is described in more detail under “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control—Executive Severance Plan” below. The purpose of the Severance Plan is to provide severance benefits to eligible employees, which include each of the NEOs. The Compensation Committee believes the severance benefits offered under the Severance Plan aid in attracting and retaining experienced executives and reflect fair compensation in the event of certain termination events.

  62. ELEMENTS OF OUR COMPENSATION PROGRAM

    Retention Agreements In April 2024, we entered into retention agreements with each of Messrs. Gray, Sullivan and Ridgway providing for retention payments of $258,000, $159,000 and $44,500 (the “2024 Retention Awards”). The 2024 Retention Awards provided for vesting on March 14, 2025 so long as such NEO remained employed by the Company through the vesting date, executed a release of claims in favor of the Company and complied with all agreements, contracts or Company policies applicable to such NEO. The 2024 Retention Awards vested in accordance with their terms on March 14, 2025. In April 2025, we entered into retention agreements with each of Messrs. Gray, Sullivan and Ridgway providing for retention payments of $223,000, $190,000 and $60,000 the (“2025 Retention Awards”) for the purpose of retaining key executives through the Redomiciliation and strategic acquisitions. The 2025 Retention Awards provided for vesting on March 20, 2026 so long as such NEO remained employed by the Company through the vesting date, executed a release of claims in favor of the Company and complied with all agreements, contracts or Company policies applicable to such NEO. The 2025 Retention Awards vested in accordance with their terms on March 20, 2026. The 2024 Retention Awards and the 2025 Retention Awards also provided that in the event such NEO’s employment was terminated as a result of (1) such NEO’s death or permanent disability, (2) the NEO’s resignation from the Company for “Good Reason” (as defined in the agreement) or (3) the Company’s termination of the NEO without “Cause” (as defined in the agreement), the award is accelerated; provided that if such termination of service had occurred prior to October 1 of the award year, the NEO would have only been entitled to receive a pro rata payment based on the period of employment during such period. OTHER COMPENSATION-RELATED POLICIES AND MATTERS STOCK OWNERSHIP GUIDELINES We maintain stock ownership guidelines applicable to our NEOs, other officers, and members of our Board to create alignment between our officers and directors and our long-term performance, as well as to minimize excess risk taking that might lead to short-term returns at the expense of long-term value creation. The stock ownership guidelines require ownership at the following levels:

  63. ELEMENTS OF OUR COMPENSATION PROGRAM

    Under the stock ownership guidelines, the requisite ownership level must be achieved by the later of (i) five years following December 31, 2025 or (ii) five years following the date the officer or director becomes subject to the stock ownership guidelines. Prior to the compliance deadline, the officer or director is required to maintain 50% (net of withholding) of the Common Stock issued upon vesting of restricted stock units issued by the Company and following the compliance deadline, the executive or director must retain 100% (net of withholding) of the Common Stock issued upon vesting of restricted stock units until such time as the relevant ownership thresholds are met. In determining ownership levels, shares of our Common Stock held outright (or by a spouse, minor child, other immediate family member residing in the same household or family trust) and shares underlying outstanding RSUs. Neither unexercised stock options (whether “in-the-money” or not) nor unearned performance-based awards, such as PSUs, are included in determining ownership levels.

  64. ELEMENTS OF OUR COMPENSATION PROGRAM

    CLAWBACK POLICY We adopted the Compensation Recoupment (Clawback) Policy (the “Clawback Policy”), which is intended to comply with the requirements of Listing Standard 303A.14 adopted by the New York Stock Exchange to implement Rule 10D-1 under the Exchange Act. In the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, the Company will recover, on a reasonably prompt basis, the excess incentive-based compensation received by any covered executive (including all NEOs) after October 2, 2023 and during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements. EQUITY AWARD GRANT PRACTICES The Compensation Committee meets during the first few months of each fiscal year to, among other things, grant equity awards, including equity awards to our NEOs. The timing of this meeting allows the Compensation Committee to review complete financial results for the prior fiscal year when evaluating Company performance. The Compensation Committee may, in its discretion, also grant awards throughout the year, including in connection with the hiring of a new executive officer or the promotion of an employee to an executive officer position. We do not currently grant stock options, stock appreciation rights, or similar option-like instruments. During the 2025 fiscal year, we did not take into account material nonpublic information when determining the timing and terms of any equity awards, and we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. PROHIBITION ON HEDGING AND PLEDGING We believe that derivative transactions, including puts, calls and options, for our securities carry a high risk of inadvertent securities laws violations and also could afford the opportunity for our employees (including our NEOs) and directors to profit from a market view that is adverse to us. Under our Securities Dealing and Insider Trading Policy, our directors and employees, including our NEOs, are prohibited from purchasing our securities on margin (i.e., borrowing money to purchase the securities), borrowing against Company or otherwise pledging our securities as collateral for a loan. RISK ASSESSMENT The Compensation Committee believes our compensation programs are appropriately structured to encourage and reward prudent decision-making and avoid excessive risk-taking. The Compensation Committee, with the assistance of Pearl Meyer, reviewed the Company’s compensation programs in early 2026 to determine whether they encouraged excessive risk taking. Upon evaluation of the assessment, the Compensation Committee concluded that our compensation programs do not encourage excessive risk-taking. The Compensation Committee’s risk review identified the following risk mitigating features of our compensation programs:

  65. ELEMENTS OF OUR COMPENSATION PROGRAM

    | ● | Significant market-based and strategically-aligned performance measures; |

  66. ELEMENTS OF OUR COMPENSATION PROGRAM

    | ● | Short- and long-term incentive programs that have non-financial measures; |

  67. ELEMENTS OF OUR COMPENSATION PROGRAM

    | ● | Payouts that are consistent with financial performance; |

  68. ELEMENTS OF OUR COMPENSATION PROGRAM

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Robert Russell Hutson, Jr. Chief Executive Officer | 2025 | 806,923 | — | 2,795,234 | 1,359,056 | 35,064 | 4,996,277 | | | 2024 | 778,846 | — | 2,553,177 | 1,237,125 | 40,714 | 4,609,862 | | | 2023 | 748,885 | — | 2,270,316 | 1,101,488 | 39,050 | 4,159,739 | | Bradley Gray President & Chief Financial Officer | 2025 | 519,231 | 333,000 | 1,164,002 | 655,980 | 52,681 | 2,724,894 | | | 2024 | 498,269 | — | 1,384,858 | 712,500 | 54,324 | 2,649,951 | | | 2023 | 454,334 | — | 1,147,743 | 620,362 | 52,584 | 2,275,023 | | Benjamin Sullivan Senior EVP, Chief Legal and Risk Officer & Corporate Secretary | 2025 | 469,231 | 284,000 | 956,437 | 592,905 | 38,537 | 2,341,110 | | | 2024 | 450,000 | — | 1,133,071 | 648,750 | 36,958 | 2,268,779 | | | 2023 | 429,457 | — | 964,858 | 450,001 | 37,198 | 1,881,514 | | Richard Gideon(5) Chief Operating Officer | 2025 | 365,385 | — | 3,954,111 | 449,409 | 1,814,179 | 6,583,084 | | Ronald Ridgway EVP of Energy Marketing | 2025 | 362,019 | 144,500 | 368,842 | 381,078 | 38,296 | 1,294,735 | | | 2024 | 340,700 | — | 440,642 | 371,875 | 37,657 | 1,190,874 | | | 2023 | 304,479 | — | 307,741 | 237,900 | 35,668 | 885,788 |

  69. GRANTS OF PLAN-BASED AWARDS TABLE

    GRANTS OF PLAN-BASED AWARDS TABLE The following table includes information regarding awards under the STIP Agreements, RSUs and PSUs granted to the NEOs under the Diversified Gas & Oil plc 2017 Equity Incentive Plan (the “2017 Plan”) during 2025.

  70. GRANTS OF PLAN-BASED AWARDS TABLE

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Robert Russell Hutson, Jr. | | 404,000 | 1,212,000 | 1,616,000 | | | | | | | | 4/10/25 | | | | 29,688 | 197,920 | 197,920 | | 2,137,536 | | | 4/10/25 | | | | | | | 60,898(4) | 657,698 | | Bradley Gray | | 195,000 | 585,000 | 780,000 | | | | | | | | 4/10/25 | | | | 4,850 | 32,333 | 32,333 | | 349,196 | | | 4/10/25 | | | | | | | 75,445(4) | 814,806 | | Benjamin Sullivan | | 176,250 | 528,750 | 705,000 | | | | | | | | 4/10/25 | | | | 3,985 | 26,568 | 26,568 | | 286,934 | | | 4/10/25 | | | | | | | 61,991(4) | 669,503 | | Richard Gideon | | 133,594 | 400,781 | 534,375 | | | | | | | | 4/10/25 | | | | 4,028 | 26,850 | 26,850 | | 289,980 | | | 3/14/25 | | | | | | | 250,000(5) | 2,987,500 | | | 4/10/25 | | | | | | | 62,651(4) | 676,631 | | Ronald Ridgway | | 113,281 | 339,844 | 453,125 | | | | | | | | 4/10/25 | | | | 1,537 | 10,246 | 10,246 | | 110,657 | | | 4/10/25 | | | | | | | 23,906(4) | 258,185 |

  71. GRANTS OF PLAN-BASED AWARDS TABLE

    | (1) Amounts in these columns represent the threshold, target and maximum potential payouts under the 2025 STIP. Please read “Elements of Our Compensation Program—Short-Term Incentive Plan” above for more information. |

  72. GRANTS OF PLAN-BASED AWARDS TABLE

    | (2) Amounts in these columns represent the threshold, target and maximum potential payouts under the 2025 PSUs. Please read “Elements of Our Compensation Program—Long-Term Incentives—Performance Stock Units” above for more information. |

  73. GRANTS OF PLAN-BASED AWARDS TABLE

    | (3) Amounts in this column represent the aggregate grant date fair value of RSUs and PSUs granted during 2025, calculated in accordance with FASB ASC Topic 718. |

  74. GRANTS OF PLAN-BASED AWARDS TABLE

    | (4) These RSUs vest on January 1, 2028, subject to the NEO’s continued employment. |

  75. GRANTS OF PLAN-BASED AWARDS TABLE

    | (5) These RSUs vest on March 14, 2028, subject to the NEO’s continued employment. |

  76. GRANTS OF PLAN-BASED AWARDS TABLE

    | Diversified Energy Company | 40 | 2026 Proxy Statement |

  77. GRANTS OF PLAN-BASED AWARDS TABLE

    Outstanding Equity Awards at December 31, 2025 The following table presents information regarding outstanding stock options, RSUs and PSUs held by each NEO as of December 31, 2025.

  78. GRANTS OF PLAN-BASED AWARDS TABLE

    | Name | Grant Date | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Robert Russell Hutson, Jr. | 4/14/18 | 64,333 | — | $22.64(3) | 4/14/28 | | | | | | | 5/9/19 | 6,600 | — | $32.34(4) | 5/9/29 | | | | | | | 4/10/25 | | | | | 65,911(5) | 954,391 | | | | | 3/25/24 | | | | | | | 280,728(6) | 4,064,941 | | | 4/10/25 | | | | | | | 214,215(7) | 3,101,833 | | Bradley Gray | 4/14/18 | 29,485 | — | $22.64(3) | 4/14/28 | | | | | | | 5/9/19 | 3,025 | — | $32.34(4) | 5/9/29 | | | | | | | 3/21/23 | | | | | 36,079(8) | 522,424 | | | | | 3/25/24 | | | | | 106,588(9) | 1,543,394 | | | | | 4/10/25 | | | | | 81,656(5) | 1,182,379 | | | | | 3/25/24 | | | | | | | 45,679(6) | 661,432 | | | 4/10/25 | | | | | | | 34,995(7) | 506,728 | | Benjamin Sullivan | 3/21/23 | | | | | 30,328(8) | 439,149 | | | | | 3/25/24 | | | | | 87,210(9) | 1,262,801 | | | | | 4/10/25 | | | | | 67,095(5) | 971,536 | | | | | 3/25/24 | | | | | | | 37,376(6) | 541,204 | | | 4/10/25 | | | | | | | 28,754(7) | 416,358 | | Richard Gideon | 3/14/25 | | | | | 250,000(10) | 3,620,000 | | | | | 4/10/25 | | | | | 67,808(5) | 981,860 | | | | | 4/10/25 | | | | | | | 29,061(7) | 420,803 | | Ronald Ridgway | 3/21/23 | | | | | 9,670(8) | 140,022 | | | | | 3/25/24 | | | | | 33,914(9) | 491,075 | | | | | 4/10/25 | | | | | 25,874(5) | 374,656 | | | | | 3/25/24 | | | | | | | 14,535(6) | 210,467 | | | 4/10/25 | | | | | | | 11,089(7) | 160,569 |

  79. GRANTS OF PLAN-BASED AWARDS TABLE

    | Diversified Energy Company | 41 | 2026 Proxy Statement |

  80. GRANTS OF PLAN-BASED AWARDS TABLE

    | (1) The RSUs and PSUs reported in these columns are inclusive of additional RSUs and PSUs that accrued as dividend equivalent rights. |

  81. GRANTS OF PLAN-BASED AWARDS TABLE

    | (2) The market value was determined by multiplying the number of shares by $14.48, the closing price of our Common Stock as reported on the New York Stock Exchange on December 31, 2025. |

  82. GRANTS OF PLAN-BASED AWARDS TABLE

    | (3) The exercise price for this stock option is denominated in British pounds sterling at a price of £16.80 per share. The exercise price reported herein was converted from British pounds sterling to U.S. dollars at a conversion rate of £1.00 to $1.3476, the closing price as reported by the Wall Street Journal on December 31, 2025. The exercise price is the actual British pounds sterling amount regardless of the exchange rate on the date of exercise. |

  83. GRANTS OF PLAN-BASED AWARDS TABLE

    | (4) The exercise price for this stock option is denominated in British pounds sterling at a price of £24.00 per share. The exercise price reported herein was converted from British pounds sterling to U.S. dollars at a conversion rate of £1.00 to $1.3476, the closing price as reported by the Wall Street Journal on December 31, 2025. The exercise price is the actual British pounds sterling amount regardless of the exchange rate on the date of exercise. |

  84. GRANTS OF PLAN-BASED AWARDS TABLE

    | (5) These RSUs vest on January 1, 2028, subject to the NEO’s continued employment. |

  85. GRANTS OF PLAN-BASED AWARDS TABLE

    | (6) The 2024 PSUs are eligible to vest following the three-year performance period ending December 31, 2026, subject to the Company’s achievement of three-year average return on equity, three-year absolute TSR, three-year relative TSR and emissions goals. In accordance with SEC rules, these PSUs are reflected at target performance. |

  86. GRANTS OF PLAN-BASED AWARDS TABLE

    | (7) The 2025 PSUs are eligible to vest following the three-year performance period ending December 31, 2027, subject to the Company’s achievement of three-year average return on equity, three-year absolute TSR, three-year relative TSR and emissions goals. In accordance with SEC rules, these PSUs are reflected at target performance. |

  87. GRANTS OF PLAN-BASED AWARDS TABLE

    | (8) These RSUs vested on January 1, 2026. |

  88. GRANTS OF PLAN-BASED AWARDS TABLE

    | (9) These RSUs vest on January 1, 2027, subject to the NEO’s continued employment. |

  89. GRANTS OF PLAN-BASED AWARDS TABLE

    | (10) These RSUs vest on March 14, 2028, subject to the NEO’s continued employment. |

  90. GRANTS OF PLAN-BASED AWARDS TABLE

    Option Exercises and Stock Vested Table The following table sets forth information with respect to RSUs and PSUs held by the NEOs which vested during 2025. No NEOs exercised any stock options during 2025.

  91. GRANTS OF PLAN-BASED AWARDS TABLE

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Robert Russell Hutson, Jr | 80,740 | 1,179,611 | | Bradley Gray | 48,035 | 628,312 | | Benjamin Sullivan | 40,776 | 532,908 | | Richard Gideon | — | — | | Ronald Ridgway | 12,749 | 166,903 |

  92. GRANTS OF PLAN-BASED AWARDS TABLE

    | (1) The RSUs and PSUs reported in these columns are inclusive of additional RSUs and PSUs that accrued as dividend equivalent rights. |

  93. GRANTS OF PLAN-BASED AWARDS TABLE

    | (2) The value of shares acquired from RSUs and PSUs is determined based on the closing price of our Common Stock on the applicable vesting date. |

  94. GRANTS OF PLAN-BASED AWARDS TABLE

    | Diversified Energy Company | 42 | 2026 Proxy Statement |

  95. GRANTS OF PLAN-BASED AWARDS TABLE

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL EXECUTIVE SEVERANCE PLAN On December 31, 2025, the Compensation Committee adopted the Severance Plan to provide for severance benefits to certain employees of the Company, including each NEO. In accordance with their respective participation agreements, Mr. Hutson participates in the Severance Plan as a Tier 1 participant, and the other NEOs participate in the Severance Plan as Tier 2 participants. Upon a termination of the NEO’s employment by the Company without “Cause” or resignation with “Good Reason,” in either case outside of the period beginning six months prior to a “Change in Control” and ending 24 months after a Change in Control (such 30-month period, the “Protection Period’ and such termination, a “Qualifying Termination”), the Severance Plan and applicable participation agreements provide for the following severance benefits: (i) a lump sum payment equal to 2.0x the sum of the NEOs’ base salary and target bonus; (ii) Company-subsidized group health plan continuation coverage for 24 months (for Mr. Hutson) or 18 months (for the other NEOs); (iii) accelerated vesting of all outstanding time-based equity awards; and (iv) pro-rata vesting of all outstanding performance-based equity awards calculated based on actual achievement of the applicable performance conditions as of the most recent fiscal quarter. In the event the Qualifying Termination occurs during the Protection Period (a “CIC Qualifying Termination”), the Severance Plan and applicable participation agreement instead provide for the following severance benefits: (i) a lump sum payment equal to 2.99x the sum of the NEO’s base salary and target bonus; (ii) a pro-rata target bonus for the year of such termination; (iii) Company-subsidized group health plan continuation coverage for 36 months (for Mr. Hutson) or 18 months (for the other NEOs); and (iv) accelerated vesting of all outstanding equity awards, with any performance conditions calculated based on the greater of target or actual performance as of the date of the Change in Control. Payment of the severance benefits under the Severance Plan is subject to the NEO’s execution and non-revocation of a general release of claims in favor of the Company and continued compliance with the confidentiality, non-competition, non-solicitation and non-disparagement obligations set forth in the participation agreement. The participation agreements superseded and terminated all existing employment, service and change in control agreements. As used in the Severance Plan:

  96. GRANTS OF PLAN-BASED AWARDS TABLE

    | ● | “Cause” generally means the NEO’s: (i) commission of, or plea of guilty or no contest to, a crime involving moral turpitude or a felony, (ii) commission of any act involving willful malfeasance or material fiduciary breach with respect to the Company; (iii) misconduct that results in material harm to the reputation or business of the Company; (iv) gross negligence or willful misconduct resulting in material harm to the Company; (v) willful and continued failure to substantially perform the NEO’s duties, subject to standard notice and cure periods; or (vi) material violation of applicable securities laws. |

  97. GRANTS OF PLAN-BASED AWARDS TABLE

    | ● | “Change in Control” generally includes (i) the acquisition by any person of 50% or more (on a fully diluted basis) of the outstanding shares of our common stock or the combined voting power; (ii) a majority of our Board no longer consisting of directors whose appointment or election (or nomination for election) was approved by a majority of the directors then still on the Board who were either directors on November 21, 2025 or whose appointment, election or nomination for election was previously so approved or recommended; (iii) certain business combinations involving a 50% ownership change and change in at least 50% of our Board (or the board of directors of the surviving entity); (iv) the implementation of a plan of complete liquidation or dissolution of the Company; or (v) the sale or disposition by the Company of all or substantially all of the Company’s assets to an unrelated entity. |

  98. GRANTS OF PLAN-BASED AWARDS TABLE

    | ● | “Good Reason” generally means the occurrence of any of the following without the NEO’s consent: (i) any significant diminution in the NEO’s duties, responsibilities, authority, title, status or reporting structure; (ii) a reduction of the NEO’s base salary or target bonus by 10% or more (unless the reduction is applicable to all similarly situated employees); (iii) a geographical relocation of by more than 50 miles; or (iv) a material breach by the Company of the Severance Plan or any award agreement between the NEO and the Company, in each case, subject to standard notice and cure periods. |

  99. GRANTS OF PLAN-BASED AWARDS TABLE

    | Diversified Energy Company | 43 | 2026 Proxy Statement |

  100. GRANTS OF PLAN-BASED AWARDS TABLE

    EQUITY AWARDS All of the outstanding equity awards held by our NEOs as of December 31, 2025 were governed by the terms and conditions of the 2017 Plan. In addition to the accelerated vesting provided under the Severance Plan, as described above, upon an NEO’s death or “Disability,” the outstanding RSUs and PSUs will accelerate as to a pro-rated portion, with the PSUs subject to achievement of actual performance (or, in the Compensation Committee’s discretion, target performance). In the event of a “Change in Control,” the outstanding RSUs and PSUs will accelerate as to a pro-rated portion. For purposes of the 2017 Plan:

  101. GRANTS OF PLAN-BASED AWARDS TABLE

    | ● | “Disability” general means that the NEO is unable to engage in any substantially gainful activity by reason of any medically determinable physical or mental impairment. |

  102. GRANTS OF PLAN-BASED AWARDS TABLE

    | ● | “Change in Control” generally includes the same events as described above for the Severance Plan, as well as the acquisition of control of the Company by any person, including pursuant to certain Companies Act 2006 provisions applicable to the Company prior to its Redomiciliation, but excluding the event related to certain changes in the composition of our Board. |

  103. GRANTS OF PLAN-BASED AWARDS TABLE

    QUANTIFICATION OF POTENTIAL PAYMENTS The table below sets forth the aggregate amounts that would have been payable to each NEO under the Severance Plan and outstanding equity awards as described above, assuming the applicable termination event or Change in Control occurred on December 31, 2025.

  104. GRANTS OF PLAN-BASED AWARDS TABLE

    | Name | Qualifying Termination ($) | CIC Qualifying Termination ($) | Death or Disability ($) | Change in Control ($) | | Robert Russell Hutson, Jr. | | | | | | Cash Severance | 4,040,000 | 6,039,800 | — | — | | Pro-Rata Bonus(1) | — | 1,212,000 | — | — | | COBRA Subsidy(2) | 53,543 | 80,314 | — | — | | Retention Award Acceleration(3) | — | — | — | — | | Equity Award Acceleration(4) | 4,698,297 | 8,121,166 | 4,062,036 | 4,062,036 | | Total | 8,791,840 | 15,435,280 | 4,062,036 | 4,062,036 | | Bradley Gray | | | | | | Cash Severance | 2,210,000 | 3,303,950 | — | — | | Pro-Rata Bonus(1) | — | 585,000 | — | — | | COBRA Subsidy(2) | 40,157 | 40,157 | — | — | | Retention Award Acceleration(3) | 223,000 | 223,000 | 223,000 | | | Equity Award Acceleration(4) | 3,858,061 | 4,416,357 | 2,161,217 | 2,161,217 | | Total | 6,331,218 | 8,568,464 | 2,384,217 | 2,161,217 | | Benjamin Sullivan | | | | | | Cash Severance | 1,997,500 | 2,986,263 | — | — | | Pro-Rata Bonus(1) | — | 528,750 | — | — | | COBRA Subsidy(2) | 40,157 | 40,157 | — | — | | Retention Award Acceleration(3) | 190,000 | 190,000 | 190,000 | | | Equity Award Acceleration(4) | 3,173,075 | 3,631,048 | 1,780,606 | 1,780,606 | | Total | 5,400,732 | 7,376,218 | 1,970,606 | 1,780,606 | | Richard Gideon | | | | | | Cash Severance | 1,404,688 | 2,100,008 | — | — | | Pro-Rata Bonus(1) | — | 339,844 | — | — | | COBRA Subsidy(2) | 40,157 | 40,157 | — | — | | Retention Award Acceleration(3) | — | — | — | — | | Equity Award Acceleration(4) | 4,742,128 | 5,022,663 | 4,087,554 | 467,554 | | Total | 6,186,973 | 7,502,672 | 4,087,554 | 467,554 | | Ronald Ridgway | | | | | | Cash Severance | 1,751,563 | 2,618,586 | — | — | | Pro-Rata Bonus(1) | — | 400,781 | — | — | | COBRA Subsidy(2) | 12,619 | 12,619 | — | — | | Retention Award Acceleration(3) | 60,000 | 60,000 | 60,000 | — | | Equity Award Acceleration | 1,199,586 | 1,376,787 | 786,124 | 786,124 | | Total | 3,023,768 | 4,468,773 | 846,124 | 786,124 |

  105. GRANTS OF PLAN-BASED AWARDS TABLE

    | (1) Amounts in this row represent the NEO’s full target STIP for 2025, subject to proration for Mr. Gideon. |

  106. GRANTS OF PLAN-BASED AWARDS TABLE

    | (2) Amounts in this row are based on premiums and individual elections in effect as of December 31, 2025, which are assumed for purposes of these calculations to remain in effect throughout the duration of the period in which the subsidization of COBRA benefits continues. |

  107. GRANTS OF PLAN-BASED AWARDS TABLE

    | (3) Amounts in this row reflect the value of retention awards that would accelerate upon the occurrence of the applicable event. See “Compensation Discussion and Analysis—Elements of Our Compensation Program—Retention Agreements” above for more information. |

  108. GRANTS OF PLAN-BASED AWARDS TABLE

    | (4) Amounts in this row reflect the outstanding RSUs and PSUs that would become vested upon the occurrence of the applicable event based on a per share price of $14.48, the closing price of our Common Stock on December 31, 2025. The outstanding PSUs that would become vested are based on achievement of target performance; however, the actual number of PSUs that would vest under a particular termination event may differ based on achievement of actual performance conditions. |

  109. GRANTS OF PLAN-BASED AWARDS TABLE

    | Diversified Energy Company | 44 | 2026 Proxy Statement |

  110. GRANTS OF PLAN-BASED AWARDS TABLE

    CEO PAY RATIO The 2025 annual total compensation of the median compensated of all our employees who were employed as of December 31, 2025, other than our CEO, Mr. Hutson, was $77,930; Mr. Hutson’s 2025 annual total compensation was $4,996,277, and the ratio of these amounts was 1 to 64. We selected December 31, 2025, as the date upon which to identify our median compensated employee. On that date, our employee population consisted of 1,987 employees excluding the CEO. To identify the median compensated employee, we utilized the annual total compensation as reported in Box 1 of each employee’s Form W-2 for 2025 provided to the Internal Revenue Service. We believe this methodology provides a reasonable basis for determining each employee’s total annual compensation and is an economical way to evaluate our employee population’s total annual compensation and to identify our median employee. For the employees hired during 2025, we utilized the total compensation reported on each such employee’s Form W-2 for 2025 with annualization adjustments. Once we identified our median employee, we calculated that employee’s annual total compensation for 2025 in the same manner that we determined the total compensation of our NEOs for purposes of the Summary Compensation Table set forth above. This resulted in an annual compensation of $75,766 for the identified median compensated employee for the year ended December 31, 2025. The calculation of the total compensation for our CEO is included in the Summary Compensation Table set forth above. Our pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll records. Because the SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  111. GRANTS OF PLAN-BASED AWARDS TABLE

    | Diversified Energy Company | 45 | 2026 Proxy Statement |

  112. GRANTS OF PLAN-BASED AWARDS TABLE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the Securities and Exchange Commission (“SEC”) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive “compensation actually paid” (“CAP”) and certain Company performance measures for the fiscal years listed below. You should refer to our CD&A for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions.

  113. GRANTS OF PLAN-BASED AWARDS TABLE

    | | | | | | Value of Initial Fixed $100 Investment In: | | | | | Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO(1)(2) | Average Summary Compensation Table Total for Non-CEO NEOs(3) | Average Compensation Actually Paid to Non-CEO NEOs(1)(2)(3) | Total Shareholder Return(4) | Peer Group Total Shareholder Return(4)(5) | Net Income (Loss) (in millions) | Adjusted EBITDA per share(6) | | 2025 | $4,996,277 | $3,754,891 | $3,235,956 | $3,527,727 | $73.63 | $144.71 | $342 | $12.83 | | 2024 | $4,609,862 | $5,870,251 | $2,036,535 | $2,660,184 | $75.92 | $139.05 | ($103) | $10.79 | | 2023 | $4,159,739 | $1,958,765 | $1,680,775 | $941,903 | $62.88 | $100.38 | $750 | $11.57 |

  114. GRANTS OF PLAN-BASED AWARDS TABLE

    (1) Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid consist of:

  115. GRANTS OF PLAN-BASED AWARDS TABLE

    | | 2025 | | 2024 | | 2023 | | | | CEO | Average Non- CEO NEOs | CEO | Average Non- CEO NEOs | CEO | Average Non- CEO NEOs | | Total Compensation from Summary Compensation Table | $4,996,277 | $3,235,956 | $4,609,862 | $2,036,535 | $4,159,739 | $1,680,775 | | Adjustment for grant date values in the Summary Compensation Table | ($2,795,234) | ($1,610,848) | ($2,553,177) | ($986,190) | ($2,270,316) | ($806,781) | | Year-end fair value of unvested awards granted in the current year | $2,818,062 | $1,977,626 | $3,316,875 | $1,366,188 | $764,173 | $443,555 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | ($1,059,654) | ($47,754) | $609,502 | $264,071 | ($122,569) | ($259,459) | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | ($204,560) | ($27,253) | ($112,811) | ($20,419) | ($572,261) | ($116,188) | | Compensation Actually Paid (as calculated) | $3,754,891 | $3,527,727 | $5,870,251 | $2,660,184 | $1,958,765 | $941,903 |

  116. GRANTS OF PLAN-BASED AWARDS TABLE

    | (2) Equity valuation assumptions for calculating CAP are not materially different from grant date valuation assumptions. |

  117. GRANTS OF PLAN-BASED AWARDS TABLE

    | (3) Non-CEO NEOs reflect the average SCT total compensation and average CAP for the following executives by year: |

  118. GRANTS OF PLAN-BASED AWARDS TABLE

    2025: Bradley Gray, Benjamin Sullivan, Ronald Ridgway, Richard Gideon 2024: Bradley Gray, Benjamin Sullivan, Ronald Ridgway 2023: Bradley Gray, Benjamin Sullivan, Ronald Ridgway

  119. GRANTS OF PLAN-BASED AWARDS TABLE

    | (4) Total Shareholder Return figures are based on a fixed investment of $100 from the beginning of the earliest year in the table through the end of each applicable year in the table, assuming reinvestment of dividends. |

  120. GRANTS OF PLAN-BASED AWARDS TABLE

    | (5) Our 2025 self-constructed peer group, which is the same peer group reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, includes the following companies: BKV Corporation, CNX Resources Corporation, Gulfport Energy Corporation, Infinity Natural Resources, Inc., Mach Natural Resources LP, Northern Oil and Gas, Inc., Range Resources Corporation, EQT Corporation, Expand Energy Corporation, Antero Resources Corporation, and Comstock Resources, Inc. |

  121. GRANTS OF PLAN-BASED AWARDS TABLE

    | (6) Reconciliations for Adjusted EBITDA per share can be found on page 46 of this proxy statement. See also “Compensation Discussion and Analysis” for more information about the use of Adjusted EBITDA per share in the Company’s short-term incentive program. |

  122. GRANTS OF PLAN-BASED AWARDS TABLE

    | Diversified Energy Company | 46 | 2026 Proxy Statement |

  123. GRANTS OF PLAN-BASED AWARDS TABLE

    TABULAR LIST OF FINANCIAL PERFORMANCE MEASURES In our assessment, the most important financial performance measures used to link CAP (as calculated in accordance with the SEC rules), to our NEOs in 2025 to our performance were:

  124. GRANTS OF PLAN-BASED AWARDS TABLE

    | ● | Adjusted EBITDA per share; |

  125. GRANTS OF PLAN-BASED AWARDS TABLE

    | ● | Return on Equity; |

  126. GRANTS OF PLAN-BASED AWARDS TABLE

    | ● | Free Cash Flow Growth; and |

  127. GRANTS OF PLAN-BASED AWARDS TABLE

    | ● | Stock Price. |

  128. GRANTS OF PLAN-BASED AWARDS TABLE

    PAY VERSUS PERFORMANCE: GRAPHICAL DESCRIPTION The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) and the following measures:

  129. GRANTS OF PLAN-BASED AWARDS TABLE

    | ● | the Company’s cumulative TSR and the Peer Group’s cumulative TSR; |

  130. GRANTS OF PLAN-BASED AWARDS TABLE

    | ● | the Company’s Net Income; and |

  131. GRANTS OF PLAN-BASED AWARDS TABLE

    | ● | the Company Selected Measure, which for Diversified Energy is Adjusted EBITDA per share. |