Hutson Robert R Jr 4

What Happened

• Robert R. Hutson Jr., CEO of Diversified Energy Co. (DEC), had performance stock units (PSUs) from 2023 settle on 2026-03-16, resulting in the acquisition of 80,740 shares. The filing shows 34,192 shares were withheld to satisfy tax withholding, reported as a disposition at $14.61 per share for $499,545. In addition, 1,389 restricted stock units (RSUs) were recorded as derivative acquisitions (these represent dividend equivalent RSUs).

Key Details

• Transaction date(s): March 16, 2026. Price for withheld shares: $14.61 per share; withholding generated $499,545.
• Awards acquired: 80,740 shares (PSU settlement) and 1,389 RSUs (dividend equivalents).
• Approximate market value at $14.61: PSUs ≈ $1.18M; additional RSUs ≈ $20.3K (values approximate, based on the $14.61 per-share figure used for withholding).
• Shares owned after the transactions: not specified in the provided filing excerpt.
• Footnotes of note:
  • F1: Settlement of PSUs granted in 2023.
  • F2: 34,192 shares withheld to satisfy the Reporting Person’s tax liability (routine tax withholding).
  • F3–F5: RSUs convert one-for-one to common stock; the 1,389 RSUs are dividend equivalents tied to a $0.29/share dividend and vest on Jan 1, 2028, subject to continued employment.
• Filing timeliness: Form 4 filed 2026-03-18 reporting transactions on 2026-03-16 — appears timely.

Context

• This was primarily an award/settlement of previously granted PSUs, not an open-market purchase or a deliberate sale of existing stock. The 34,192-share disposition reflects routine tax withholding (common in PSU/RSU settlements) rather than a market sale intended to raise cash or signal views. The additional RSUs are dividend-equivalent shares that vest in the future (1/1/2028) and do not represent immediately transferable shares.