Diversified Energy Company

11/06/2026 | Press release | Distributed by Public on 11/06/2026 15:14

Management Change/Compensation (Form 8-K)

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 3, 2026, the Compensation Committee of the Board of Directors of Diversified Energy Company (the "Company") approved the adoption of the Diversified Gas & Oil Corporation Deferred Compensation Plan, to be effective January 1, 2027 (the "Plan"). The Plan is an unfunded, nonqualified deferred compensation plan that is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). Participation in the Plan is limited to a select group of management or highly compensated employees, including the Company's named executive officers, and non-employee directors of the Company located in the United States.
Participants in the Plan may elect to defer up to 80% of their base salary, short-term incentive plan awards, and long-term cash performance awards and up to 100% of their restricted stock units ("RSUs"), performance share units ("PSUs") and director retainers. The Company will make fully vested matching contributions equal to 100% of a participant's deferrals of base salary and short-term incentive plan awards, up to 7% of such compensation in excess of the Code Section 401(a)(17) compensation limit; no match is provided on other deferrals. The Company may also make other discretionary contributions under the Plan.
Amounts credited to each participant under the Plan (other than as a result of deferred RSUs and PSUs) are periodically adjusted for earnings and/or losses at a rate that is equal to one or more notional investment funds selected by the Company and elected by the participant. Deferred RSUs and PSUs will continue to represent a right to receive shares of the Company's common stock upon payment under the Company's 2025 Equity Incentive Plan (or successor equity plan). Deferrals will generally be paid in a lump sum or, if elected by the participant and subject to the Plan's conditions, in two to 10 annual installments upon separation from service. The Plan does not permit in-service distributions other than for unforeseeable emergencies or for certain de minimis amounts.
The foregoing description is qualified in its entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Diversified Energy Company published this content on November 06, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 06, 2026 at 21:14 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]