Diversified Energy Co — Form 8-K

On September 2, 2026, Diversified Energy Company agreed to acquire Birch Permian Holdings, Inc., a Delaware corporation, through a merger with a subsidiary. The transaction includes a base cash consideration of $758.75M (less $50M deposit, plus ticking fees), concurrent acquisitions of MIP Class B units and Birch II subsidiaries by Parent, and is conditioned on closing by November 19, 2026. Consideration is subject to post-closing adjustments for leakage, effective date accounts, and title/environmental defects, with $50M deposited and escrow accounts established for dispute resolution.