Business Context and Reporting Period
Company: Diversified Energy Company
Filing Type: Form 8-K (Current Report)
Date of Report: December 31, 2025
Event Reported: Adoption of the Diversified Energy Company Executive Severance Plan by the Compensation Committee.
Key Financial Metrics
This filing does not contain financial performance data. There are no reported values for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
The primary material change is the implementation of a new executive severance structure effective December 31, 2025. This Plan supersedes and terminates all existing employment, service, and change in control agreements for the covered executives.
Management Commentary and Plan Details
The Compensation Committee adopted the Executive Severance Plan to provide benefits to the CEO (Tier 1) and CFO (Tier 2) upon qualifying terminations (without Cause or with Good Reason). Benefits vary based on whether the termination occurs outside or inside the "Protection Period" (6 months prior to to 24 months after a Change in Control).
- Outside Protection Period:
- Lump sum payment: 2.0x (Base Salary + Target Bonus).
- Health coverage: 24 months (CEO) or 18 months (CFO).
- Equity: Accelerated vesting of time-based awards; pro-rata vesting of performance-based awards based on actual achievement.
- During Protection Period:
- Lump sum payment: 2.99x (Base Salary + Target Bonus).
- Additional: Pro-rata target bonus for the year of termination.
- Health coverage: 36 months (CEO) or 18 months (CFO).
- Equity: Accelerated vesting of all awards; performance conditions calculated as the greater of target or actual performance.
Conditions: Receipt of benefits requires the execution of a general release of claims and continued compliance with confidentiality, non-competition, non-solicitation, and non-disparagement obligations.
Investor Verification Checklist
- Review the full text of the Executive Severance Plan filed as Exhibit 10.1 for complete definitions of "Cause," "Good Reason," and "Change in Control."
- Verify the specific base salary and target bonus figures for the CEO and CFO to calculate potential severance liabilities.
- Confirm the status of any outstanding equity awards held by the executives to assess the impact of accelerated vesting provisions.
- Check for any subsequent filings regarding the execution of participation agreements by the named executives.