REG-Diversified Energy Announces Pricing of Secondary Offering of Ordinary Shares

Diversified EnergyAnnouncement

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Diversified Energy Announces Pricing of Secondary Offering of Ordinary Shares

BIRMINGHAM, Ala., Sept. 16, 2025 (GLOBE NEWSWIRE) -- Diversified Energy
Company PLC (LSE: DEC; NYSE: DEC) (“Diversified” or the "Company"), an
independent energy company focused on natural gas and liquids production,
transportation, marketing and well retirement, today announces the pricing of
the previously announced underwritten public offering (the “Secondary
Offering”) by certain funds or entities managed by an affiliate of EIG
(“EIG”), an entity managed by FS/EIG Advisor, LLC and certain entities
managed by FS/KKR Advisor, LLC (collectively, the “Selling Stockholders”)
of 5,713,353 ordinary shares, nominal (par) value £0.20 per share (the
“ordinary shares”), at a public offering price of $13.75 per share. In
addition, the Selling Stockholders have granted the underwriters a 30-day
option to purchase up to an additional 857,002 ordinary shares at the public
offering price, less underwriting discount.

The Secondary Offering consists entirely of ordinary shares to be sold by the
Selling Stockholders. The Selling Stockholders will receive all of the net
proceeds from the Secondary Offering. Diversified is not offering any ordinary
shares in the Secondary Offering and will not receive any proceeds from the
sale of ordinary shares in the Secondary Offering. The Secondary Offering is
expected to settle on September 18, 2025, subject to customary closing
conditions.

The Diversified Employee Benefit Trust, which is operated through a
third-party trustee, has indicated an interest to participate and purchase
from the underwriters 750,000 of the ordinary shares being sold in this
Secondary Offering (the “EBT Purchase Shares”) at a price per ordinary
share equal to the public offering price (the “EBT Transaction”) being a
total consideration of $10,312,500. The initial sellers of the EBT Purchase
Shares are certain funds or entities managed by an affiliate of EIG, and EIG
is an associate of Diversified director, Randy Wade. Accordingly, the EBT
Transaction constitutes a related party transaction under UKLR 8.2.1. The EBT
Purchase Shares were originally issued by the Company as consideration for the
acquisition of Maverick Natural Resources, LLC, which closed on March 14,
2025. The board of directors of the Company (the “Board”) confirms that it
considers that the EBT Transaction is fair and reasonable as far as
shareholders of Diversified are concerned and that the Board has been so
advised by Stifel Nicolaus Europe Limited as sponsor to Diversified in
connection with the EBT Transaction.

Mizuho and Raymond James are acting as joint book-running managers and
representatives of the underwriters for the Secondary Offering. Citigroup is
also acting as a joint book-running manager for the Secondary Offering.

A shelf registration statement relating to the resale of these securities was
filed with the U.S. Securities and Exchange Commission (the "SEC") on May 16,
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. A
preliminary prospectus supplement and an accompanying prospectus relating to
and describing the terms of the Secondary Offering were filed with the SEC and
are available free of charge by visiting EDGAR on the SEC's website at
www.sec.gov. When available, copies of the final prospectus supplement and the
accompanying prospectus related to the Secondary Offering can be accessed
through the SEC's website free of charge at www.sec.gov or obtained free of
charge from any of the joint book-running managers for the Secondary Offering:
Mizuho Securities USA LLC, Attention: Equity Capital Markets Desk, at 1271
Avenue of the Americas, New York, NY 10020, or by email at
US-ECM@mizuhogroup.com, Raymond James & Associates, Inc., at 880 Carillon
Parkway, St. Petersburg, Florida 33716, Attention: Equity Syndicate, by
calling toll-free at 1-800-248-8863, or emailing at
prospectus@raymondjames.com, or Citigroup, c/o Broadridge Financial Solutions,
at 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at
1-800-831-9146.

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.

CONTACTS

 Diversified Energy Company PLC                                        +1 973 856 2757        
 Doug Kris                                                             dkris@dgoc.com         
 Senior Vice President, Investor Relations & Corporate Communications                         
                                                                                              
 FTI Consulting                                                        dec@fticonsulting.com  
 U.S. & UK Financial Media Relations                                                          

About Diversified

Diversified is a leading publicly traded energy company focused on acquiring,
managing and optimizing a portfolio of cash generative energy assets,
including natural gas and liquids production, transport, marketing, and well
retirement. Through our unique and differentiated strategy, we acquire
existing, long-life assets and invest in them to improve environmental and
operational performance until retiring those assets in a safe and
environmentally secure manner. Recognized by ratings agencies and
organizations for our sustainability leadership, this solutions-oriented,
stewardship approach makes Diversified the Right Company at the Right Time to
responsibly produce energy, deliver reliable free cash flow, and generate
shareholder value.

Forward-Looking Statements

This press release includes forward-looking statements. Forward-looking
statements are sometimes identified by the use of forward-looking terminology
such as "believe", "expects", "targets", "may", "will", "could", "should",
"shall", "risk", "intends", "estimates", "aims", "plans", "predicts",
"continues", "assumes", “projects”, "positioned" or "anticipates" or the
negative thereof, other variations thereon or comparable terminology. These
forward-looking statements include all matters that are not historical facts.
They appear in a number of places throughout this announcement and include
statements regarding the intentions, beliefs or current expectations of
management or the Company concerning, among other things, expectations
regarding the proposed Secondary Offering of ordinary shares. These
forward-looking statements involve known and unknown risks and uncertainties,
many of which are beyond the Company's control and all of which are based on
management's current beliefs and expectations about future events, including
market conditions, failure of customary closing conditions and the risk
factors and other matters set forth in the Company’s filings with the SEC
and other important factors that could cause actual results to differ
materially from those projected.

Important Notice to UK and EU Investors

This announcement contains inside information for the purposes of Regulation
(EU) No. 596/2014 on market abuse and the UK Version of Regulation (EU) No.
596/2014 on market abuse, as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 (together, “MAR”). In addition,
market soundings (as defined in MAR) were taken in respect of the matters
contained in this announcement, with the result that certain persons became
aware of such inside information as permitted by MAR. Upon the publication of
this announcement, the inside information is now considered to be in the
public domain and such persons shall therefore cease to be in possession of
inside information in relation to the Company and its securities.

Members of the public are not eligible to take part in the Secondary Offering.
This announcement is directed at persons who are: (a) if in member states of
the European Economic Area, "qualified investors" within the meaning of
Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation")
("Qualified Investors"); or (b) if in the United Kingdom, “qualified
investors” within the meaning of Article 2(e) of the UK version of
Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018, who are (i) persons who fall within the
definition of "investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order"), or (ii) persons who fall within Article 49(2)(a) to (d) of the
Order; or (c) persons to whom they may otherwise lawfully be communicated
(each such person above, a "Relevant Person"). No other person should act or
rely on this announcement and persons distributing this announcement must
satisfy themselves that it is lawful to do so. This announcement must not be
acted on or relied on by persons who are not Relevant Persons, if in the
United Kingdom, or Qualified Investors, if in a member state of the EEA. Any
investment or investment activity to which this announcement or the Secondary
Offering relates is available only to Relevant Persons, if in the United
Kingdom, and Qualified Investors, if in a member state of the EEA, and will be
engaged in only with Relevant Persons, if in the United Kingdom, and Qualified
Investors, if in a member state of the EEA.

No offering document or prospectus will be available in any jurisdiction in
connection with the matters contained or referred to in this announcement in
the United Kingdom and no such offering document or prospectus is required (in
accordance with the Prospectus Regulation or UK Prospectus Regulation) to be
published.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this announcement.

The Company has consulted with a number of existing shareholders and other
investors ahead of the release of this announcement, including regarding the
rationale for the offering.

In connection with the Secondary Offering, Mizuho or any of its agents, may
(but will be under no obligation to), to the extent permitted by applicable
law, over-allot shares or effect other transactions with a view to supporting
the market price of the shares at a higher level than that which might
otherwise prevail in the open market. Mizuho may, for stabilization purposes,
over-allot shares up to a maximum of 10 per cent. of the total number of
shares comprised in the Secondary Offering. Mizuho will not be required to
enter into such transactions and such transactions may be effected on any
stock market, over-the-counter market, stock exchange or otherwise and may be
undertaken at any time during the period commencing on the date of adequate
public disclosure of the final price of the securities and ending no later
than 30 calendar days thereafter. However, there will be no obligation on
Mizuho or any of its agents to effect stabilizing transactions and there is no
assurance that stabilizing transactions will be undertaken. Such stabilizing
measures, if commenced, may be discontinued at any time without prior notice.
In no event will measures be taken to stabilize the market price of the shares
above the offer price. Save as required by law or regulation, neither Mizuho
nor any of its agents intends to disclose the extent of any over-allotments
made and/or stabilization transactions conducted in relation to the Secondary
Offering.

Mizuho and Raymond James are acting exclusively for the Company and no one
else in connection with the Secondary Offering and will not regard any other
person as their respective clients in relation to the Secondary Offering and
will not be responsible to anyone other than the Company for providing the
protections afforded to their respective clients or for giving advice in
relation to the Secondary Offering or the contents of this announcement or any
transaction, arrangement or other matter referred to herein.

In connection with the Secondary Offering, Mizuho and Raymond James or any of
their respective affiliates, acting as investors for their own accounts, may
subscribe for or purchase shares and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in such shares
and other securities of the Company or related investments in connection with
the Secondary Offering or otherwise. Mizuho and Raymond James or any of their
respective affiliates do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.

Neither Mizuho nor Raymond James, nor any of their respective subsidiary
undertakings, affiliates or any of their respective directors, officers,
employees, advisers, agents or any other person accepts any responsibility or
liability whatsoever for, or makes any representation or warranty, express or
implied, as to the truth, accuracy, completeness or fairness of the
information or opinions in this announcement (or whether any information has
been omitted from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in
a visual or electronic form, and howsoever transmitted or made available or
for any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith