Diversified Energy Co PLC美股招股说明书(2025-09-18版)

5,713,353 Ordinary Shares Diversified Energy Company PLC $13.75 per ordinary share The selling stockholders identified in this prospectus supplement are offering 5,713,353 of our ordinaryshares (£0.20nominal par value). Our ordinary shares trade on the New York Stock Exchange (“NYSE”) underthe symbol “DEC.” On September16, 2025, the last reported sale price of our ordinary shares on the NYSE was$15.41 per ordinary share. Our ordinary shares are also admitted to listing on the Official List of the UnitedKingdom Financial Conduct Authority and are admitted to trading on the Main Market of the London StockExchange (“LSE”), under the symbol “DEC.” On September16, 2025, the last reported sale price of our ordinaryshares on the LSE was £11.22 per ordinary share (equivalent to approximately $15.32 per ordinary share basedon an assumed exchange rate of £1.00 to $1.3657). We are a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, are subject toreduced public company disclosure requirements. See the subsection titled “Summary—Implications of Being aForeign Private Issuer” on page S-7for additional information. Investing in our ordinary shares involves risks. See “Risk Factors” beginning on page S-9of thisprospectus supplement, page6of 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 ordinary shares. (1)See “Underwriting” for a description of the compensation payable to the underwriters. 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 Diversified Employee Benefit Trust (the “EBT”), which is operated through a third-party trustee, hasindicated an interest to participate and purchase up to 750,000 ordinary shares being sold in the offering at a priceper ordinary share equal to the public offering price, although no commitment to purchase has been made. Pleasesee our Annual Report on Form20-F for the year ended December31, 2024 for additional information on theEBT. The selling stockholders have granted the underwriters an option to purchase up to an additional 857,002ordinary shares, solely to cover over-allotments, at the public offering price set forth above, less the underwritingdiscount, within 30 days from the date of this prospectus supplement. The underwriters expect to deliver the ordinary shares to the purchasers on or about September18, 2025through the book-entry facilities of The Depository Trust Company. Joint Book-Running Managers Raymond James Mizuho Citigroup September16, 2025. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-1PRESENTATION OF FINANCIAL INFORMATIONS-2SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-3SUMMARYS-6RISK FACTORSS-9USE OF PROCEEDSS-11SELLING STOCKHOLDERSS-12MATERIAL TAX CONSEQUENCESS-14UNDERWRITINGS-23LEGAL MATTERSS-28EXPERTSS-29WHERE YOU CAN FIND MORE INFORMATIONS-30INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-31EXPENSES OF THE OFFERINGS-32 PROSPECTUS PageABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2DIVERSIFIED ENERGY COMPANY PLC5RISK FACTORS6USE OF PROCEEDS7SELLING SHAREHOLDERS8DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION10MATERIAL TAX CONSEQUENCES28PLAN OF DISTRIBUTION37EXPENSES39LEGAL MATTERS40EXPERTS40SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES41WHERE YOU CAN FIND MORE INFORMATION43INCORPORATION OF CERTAIN INFORMATION BY REFERENCE44 For investors outside the United States: We have not, and the underwriters 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 ordinary shares and the distribution of this prospectus supplement and the accompanying base prospectusoutside the United States. Neither we nor the underwriters nor selling stockholders have authorized anyone to provide you withany information or to make any representations other than those contained in or incorporated by referenceinto this prospectus supplement, the accompanying base prospectus, or in any free writing prospectus wehave prepared, and neither we nor the underwriters nor selling stockholders take responsibility for, and canprovide no assurance as to the reliability of, any other information others may give you. Ne