Diversified Energy (DEC) Announces Proposed 8.5M Share Offering

Diversified Energy Company PLC (NYSE: DEC) today announces the launch of an underwritten public offering (the “Offering”) in the United States of up to 8,500,000 ordinary shares (the “Shares”).

Citigroup and Mizuho are acting as joint book-running managers and underwriters for the proposed Offering.

In addition, Diversified intends to grant the underwriters an option to purchase up to an additional 850,000 ordinary shares at the public offering price, less underwriting discount. The Offering is subject to market conditions and other factors, and there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering.

The Company intends to use the net proceeds from the Offering to repay a portion of the debt expected to be incurred by the Company in connection with the proposed acquisition of Maverick Natural Resources, LLC, as announced on January 27, 2025 (the “Acquisition”). In the event that the Acquisition does not close, the Company intends to use the net proceeds from the Offering to repay debt and for general corporate purposes. The consummation of the Offering is not conditioned upon the completion of the Acquisition, and the completion of the Acquisition is not conditioned upon the consummation of the Offering.

A shelf registration statement relating to these securities was filed with the U.S. Securities and Exchange Commission (the "SEC") on February 11, 2025 and became effective upon filing. Copies of the registration statement can be accessed through the SEC's website free of charge at www.sec.gov. The Offering will be made only by means of a prospectus supplement and an accompanying prospectus in the United States. A preliminary prospectus supplement and the accompanying prospectus related to the Offering will be filed with the SEC and will be available free of charge by visiting EDGAR on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus can also be obtained, when available, free of charge from either of the joint book-running managers for the Offering: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146); or Mizuho Securities USA LLC, Attention: Equity Capital Markets Desk, at 1271 Avenue of the Americas, New York, NY 10020, or by email at [email protected].

This announcement does not constitute an offer to sell or the solicitation of an offer to buy our ordinary shares nor shall there be any sale of securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

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