Diversified Energy Co美股招股说明书(2026-03-10版)

The information in this preliminary prospectus supplement is not complete and may bechanged. This preliminary prospectus supplement and the accompanying base prospectus arenot an offer to sell, and we are not soliciting an offer to buy these securities in any jurisdictionwhere the offer or sale is not permitted. Filed Pursuant to Rule424(b)(7)Registration No. 333-294145 SUBJECT TO COMPLETION, DATED MARCH 9, 2026 PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus Dated March 9, 2026) 7,501,585 Shares of Common Stock Diversified Energy Company $per share The selling stockholders identified in this prospectus supplement are offering 7,501,585 shares of ourcommon stock ($0.01 par value). Subject to the completion of this offering, we intend to purchase from the underwriter up to 3,900,000 sharesof common stock offered hereby at a price per share equal to the price per share paid by the underwriter to theselling stockholders in this offering, as part of our existing stock repurchase program. Our common stock trades on the NYSE under the symbol “DEC.” On March 6, 2026, the last reported saleprice of our common stock on the NYSE was $14.55 per share. Our common stock is also admitted to listing onthe Official List of the United Kingdom Financial Conduct Authority and is admitted to trading on the MainMarket of the London Stock Exchange (“LSE”), under the symbol “DEC.” On March 6, 2026, the last reportedsale price of our common stock on the LSE was £10.78 per share (equivalent to approximately $14.36 per sharebased on an assumed exchange rate of £1.00 to $1.3323). Investing in our common stock involves risks. See “Risk Factors” beginning on page S-7of thisprospectus supplement, page3of the accompanying base prospectus, and in the documents we incorporateby reference into this prospectus supplement and the accompanying base prospectus to read aboutimportant facts you should consider before buying our common stock. The underwriter will purchase the shares from the selling stockholders at the price of $per share,resulting in aggregate proceeds of $to the selling stockholders. The shares may be offered by theunderwriter from time to time to purchasers directly or through agents, or through brokers in brokeragetransactions on the NYSE, or to dealers in negotiated transactions or in a combination of such methods of sale, ata fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices relatedto such prevailing market prices or at negotiated prices. Neither the U.S. Securities and Exchange Commission (“SEC”) nor any state securities commissionhas approved or disapproved of these securities or determined if this prospectus supplement or theaccompanying base prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The underwriter expects to deliver the shares of common stock to the purchasers on or about, 2026through the book-entry facilities of The Depository Trust Company. TABLE OF CONTENTS TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTS-1PRESENTATION OF FINANCIAL INFORMATIONS-2SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-3SUMMARYS-4RISK FACTORSS-7USE OF PROCEEDSS-9SELLING STOCKHOLDERSS-10MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCESS-11UNDERWRITINGS-16LEGAL MATTERSS-21EXPERTSS-22WHERE YOU CAN FIND MORE INFORMATIONS-23INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-24 PROSPECTUS ABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2RISK FACTORS3DIVERSIFIED ENERGY COMPANY4USE OF PROCEEDS5DESCRIPTION OF CAPITAL STOCK6SELLING STOCKHOLDERS10PLAN OF DISTRIBUTION11LEGAL MATTERS13EXPERTS13WHERE YOU CAN FIND MORE INFORMATION14INCORPORATION OF CERTAIN INFORMATION BY REFERENCE15 TABLE OF CONTENTS For investors outside the United States: We have not, and the underwriter and the selling stockholders have notdone anything that would permit this offering or possession or distribution of this prospectus supplement and theaccompanying base prospectus in any jurisdiction, other than the United States, where action for that purpose isrequired. Persons outside the United States who come into possession of this prospectus supplement and theaccompanying base prospectus must inform themselves about, and observe any restrictions relating to, the offeringof our common stock and the distribution of this prospectus supplement and the accompanying base prospectusoutside the United States. Neither we nor the underwriter nor selling stockholders have authorized anyone to provide you with anyinformation or to make any representations other than those contained in or incorporated by reference intothis prospectus supplement, the accompanying base prospectus, or in any free writing prospectus we haveprepared, and neither we nor the underwriter nor selling stockholders take responsibility for, and can provideno assurance as to the reliability of, any other information others may give you. Neither we nor theunderwri