SULLIVAN BENJAMIN 4

What Happened
Benjamin Sullivan, Senior EVP and Chief Legal Officer of Diversified Energy Co. (DEC), had restricted stock units (RSUs) and performance stock units (PSUs) settle on March 16, 2026. The filing shows awards/conversions totaling 56,229 shares (various RSU/PSU grants and dividend-equivalent RSUs). To satisfy withholding for tax liabilities, 21,605 shares were withheld/disposed at $14.61 per share, generating $315,649. The filing reports exercise/conversion activity related to 30,967 derivative units as part of the settlement.

Key Details

• Transaction date: March 16, 2026; Form 4 filed March 18, 2026 (filed promptly after the transaction).
• Withheld shares: 21,605 shares withheld at $14.61 each for taxes = $315,649 (transaction code F = tax withholding).
• Awards/settlements: multiple award entries (codes A and M) totaling 56,229 shares from RSU/PSU settlement and dividend equivalents. RSUs convert one-for-one into common stock (footnote).
• Vesting notes: some RSUs vested Jan 1, 2026; others vest in 2027 and 2028 subject to continued employment; a separate 200,000 RSU grant (Jan 5, 2026) vests in equal installments in 2027–2029.
• Shares owned after the transactions: not specified in the filing.
• Transaction codes explained: A = award/grant, M = exercise/conversion of derivative, F = withholding to cover tax liability.

Context
This was a routine equity award settlement and tax-withholding event rather than an open-market sale or purchase by the insider. Withholding of shares to cover taxes is common when RSUs/PSUs vest and does not necessarily signal buying or selling intent. The conversion/exercise entries reflect settlement of derivative awards (PSUs/RSUs) into common shares.