Diversified Energy Company

, Sept. 02, 2026 (GLOBE NEWSWIRE) -- Diversified Energy Company (NYSE: DEC, LSE: DEC) ("Diversified", “DEC”, or the "Company"), is pleased to announce the execution of definitive acquisition agreements to acquire Birch Permian Holdings, Inc. P. (the “Sellers”). The Acquisition represents a strategic expansion of Diversified’s Permian footprint, adding a scaled, operated position of proved developed producing (“PDP”) assets in the heart of America’s most productive oil basin. The acquired assets are expected to deliver strong, durable free cash flow and potential synergies from their contiguous location within Diversified’s existing footprint.

Importantly, the Acquisition establishes Diversified as a premier operator of Permian assets, creating a core, concentrated position for potential future consolidation of additional PDP assets as Permian Basin production continues to mature, representing a significant long-term opportunity for growth in PDP consolidation and operations. Additionally, the Acquisition represents a step change for Diversified and further solidifies the Company's vertically integrated, four-basin PDP operating model. With an estimated 35% increase in production ( a ) volume from relatively low decline assets, and estimated 55% increase in Adjusted EBITDA ( b ) , Diversified expects to become an increasingly significant operator and marketer of oil and natural gas in the United States.

6 Bcfepd net). With the closing of the Acquisition, Diversified believes it will be well-positioned for meaningful commercial opportunities across commodity streams. The Board determined the Acquisition to be in the best interests of the shareholders of the Company. 5 billion through our partnership with Carlyle's Asset-Backed Finance and Capital Markets teams (“Carlyle”), along with other customary financing sources, including available liquidity under Diversified’s revolving credit facility. The Company expects to close the Acquisition during the fourth quarter of 2026, subject to customary closing conditions.

Further, Carlyle and Diversified have agreed to expand the scale of their strategic partnership from the original $2 billion framework to a broader collaboration through which the parties may pursue up to $10 billion of potential PDP acquisition opportunities over time, subject to mutual agreement and transaction-specific approvals. The expansion of our partnership with Carlyle is a testament to the attractive and broad opportunity set in PDP consolidation, Diversified's operational excellence, and the strong working relationship with the Carlyle organization.

Permian Transaction Rationale Birch Details Commenting on the Acquisition, Chairman and CEO Rusty Hutson, Jr. said: “I am thrilled to announce the acquisition of Birch, a premier Permian Basin operator that represents an important milestone in Diversified's evolution and long-term growth strategy. 8 billion acquisition is our largest in the Company's 25-year history. Birch has assembled one of the highest-quality operated asset positions, combining a concentrated footprint in the core of the Permian, substantial production scale, integrated infrastructure, and a track record of delivering predictable, high-margin cash flows.

These assets align exceptionally well with our disciplined approach to acquiring and optimizing long-life energy assets and provide a compelling platform for future value creation for our shareholders. This transaction will establish Diversified as a scaled operator in the nation's most important oil-producing basin and creates a strategic position from which we can pursue future consolidation opportunities across the Permian Basin. The acquisition is expected to add approximately 68 Mboepd of production, further strengthening our position as a significant operator and marketer of oil and natural gas in the United States, with ever expanding commercial opportunities led by our in-house marketing organization.

We believe Diversified's operational expertise, Smarter Asset Management, and Portfolio Optimization Program can further unlock value across this asset base while maintaining the disciplined capital allocation framework that has defined our success. For 25 years, Diversified has consistently proven our ability to acquire, optimize, and responsibly manage energy assets to create durable shareholder value. As North American resource development matures, we see significant opportunities emerging around long-life PDP assets and infrastructure-rich operated positions.

5 billion, supported by the acquired PDP assets, and customary financing sources, including existing liquidity under the Company's revolving credit facility. The Acquisition is subject to customary closing conditions, including receipt of regulatory approvals. The Acquisition is subject to a $50 million break fee and is expected to close during the fourth quarter of 2026 . Conference Call Details The Company will host a conference call on Wednesday, September 3, 2026, at 8:00 AM ET to discuss the Birch Acquisition and will make an audio replay of the event available shortly thereafter.

energy/presentations in connection with the conference call. Advisors Gibson, Dunn & Crutcher LLP is serving as legal advisor to Diversified. Truist Securities, KeyBanc Capital Markets, and Citigroup are serving as lead financial advisors to Diversified on the Acquisition. Paul Hastings LLP is serving as legal advisor to Carlyle in connection with the Acquisition. C. is serving as sole structuring agent and placement agent on Diversified’s ABS debt financing in connection with the Acquisition. Moelis & Co. is serving as sole financial advisor to Birch and Akin Gump Strauss Hauer & Feld LLP is serving as legal advisor to Birch.

Huron Transaction Advisory LLC is serving as financial advisor to the Special Committee of Birch Permian Holdings, Inc. and Hogan Lovells is serving as legal advisor to the Special Committee. Footnotes: a) Current production based on average daily production for Q2 2026 and estimated production for Birch as of July 2026. b) Next 12 months Adj. EBITDA inclusive of G&A and hedges, calculated using strip pricing as of 08/17/2026. Please see “Adjusted EBITDA” below for the definition of Adjusted EBITDA and important information regarding its calculation and use.

00/Bbl for natural gas and oil, respectively. d) Utilizes engineering reserves assumptions using historical cost assumptions and NYMEX pricing; does not include the impact of any projected or anticipated synergies that may occur subsequent to acquisition. This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No. 596/2014 on Market Abuse (“UK MAR”), as it forms part of the UK domestic law by virtue of the European Union (Withdrawal) Act 2018. For further information, please contact: About Diversified Energy Company Diversified is a leading publicly traded energy company focused on acquiring, operating, and optimizing cash-generating energy assets.

Through our unique differentiated strategy, we acquire established assets and invest in them to improve environmental and operational performance until we retire 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. S. Private Securities Litigation Reform Act of 1995).

These forward-looking statements, which contain the words "anticipate", "believe", "intend", "estimate", "expect", "may", "will", "seek", "continue", "aim", "target", "projected", "plan", "goal", "achieve", "opportunity" and words of similar meaning, reflect the Company's beliefs and expectations and are based on numerous assumptions regarding the Company's present and future business strategies and the environment the Company will operate in and are subject to risks and uncertainties that may cause actual results to differ materially. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved.

Expected benefits of the Acquisition may not be realized and the Acquisition may not close on the terms described in this release at all. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, including the risk factors described in the "Risk Factors" section in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 and in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, each filed with the United States Securities and Exchange Commission.

The pro forma financial information in this announcement is for informational purposes only, is not a projection of our future financial performance, and should not be considered indicative of actual results should the Acquisition be consummated. Forward-looking statements speak only as of their date and neither the Company nor any of its directors, officers, employees, agents, affiliates or advisers undertakes any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, except where it would be required to do so under applicable law.

As a result, you are cautioned not to place undue reliance on such forward-looking statements. Adjusted EBITDA As used herein, EBITDA represents earnings before interest, taxes, depletion, depreciation and amortization.