National Fuel Announces Successful $350 Million Private Placement of Common Stock

Rhea-AI Summary

National Fuel (NYSE:NFG) announced a private placement of common stock expected to raise $350 million in gross proceeds from the sale of approximately 4.4 million shares at $79.50 per share. The Offering is expected to close on December 17, 2025, subject to closing conditions.

The company intends to use net proceeds for general corporate purposes, including financing a portion of its previously announced acquisition of CenterPoint's Ohio regulated gas utility business, and says the transaction satisfies its common equity needs to support maintaining its current investment grade credit rating. Placement agents are Wells Fargo Securities and TD Securities.

Positive

• Gross proceeds of $350 million
• Approximately 4.4 million shares sold at $79.50
• Expected closing on December 17, 2025
• Proceeds to finance portion of CenterPoint Ohio acquisition

Negative

• Issuance of ~4.4 million shares may dilute existing shareholders
• Placement fees and expenses will reduce net proceeds from $350 million

Key Figures

Gross proceeds $350 million Private placement of common stock Offering

Shares issued approximately 4.4 million shares Common stock sold in the Offering

Purchase price $79.50 per share Subscription price in the private placement

Closing date December 17, 2025 Expected closing of the Offering

Resale filing window 15 calendar days Target to file prospectus supplement after closing

Acquisition price $2.62 billion Purchase of CenterPoint’s Ohio regulated gas utility business

Market Reality Check

$82.25 Last Close

Volume Pre-news volume of 401,399 shares is below the 514,396 share 20-day average, indicating no elevated trading ahead of the announcement. normal

Technical Shares at $82.25 were trading slightly below the $82.81 200-day MA and about 12.62% under the $94.13 52-week high, but above the $59.01 52-week low.

Peers on Argus

Peers showed mixed but generally negative moves, with names like CRGY down 2.19%, YPF down 1.16%, and EC down 1.22%, while CVE rose 1.52%. This points to stock-specific factors rather than a coordinated sector move for NFG.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 05	Dividend declaration	Positive	-0.5%	Announced regular quarterly dividend of $0.535 per share.
Nov 05	Earnings results	Positive	-1.8%	Reported strong Q4 and full-year 2025 EPS and production growth.
Nov 05	Affiliate transaction	Neutral	-1.1%	IOG Resources II acquired Appalachian gas assets operated by affiliate.
Oct 23	Earnings call setup	Neutral	-0.2%	Scheduled Q4 and full-year 2025 earnings release and conference call.
Oct 21	Major acquisition	Positive	-4.6%	Announced $2.62B purchase of CenterPoint’s Ohio gas utility business.

Pattern Detected

Recent positive corporate updates, including dividends, strong earnings, and a major acquisition announcement, were followed by negative 24-hour price reactions, suggesting a pattern of short-term weakness on otherwise constructive news.

Recent Company History

This announcement follows several key updates over the last few months. On Oct 21, 2025, National Fuel’s planned $2.62 billion acquisition of CenterPoint’s Ohio natural gas business was disclosed. Subsequent communications included an earnings call schedule on Oct 23, 2025, strong fiscal 2025 earnings and 2026 guidance on Nov 5, 2025, and a regular quarterly dividend declaration on Dec 5, 2025. Despite generally positive fundamentals, each event saw a negative 24-hour price reaction, framing today’s equity-financing news within a backdrop of cautious trading.

Market Pulse Summary

This announcement details a $350 million private placement of common stock, issuing approximately 4.4 million shares at $79.50 per share to help finance the previously disclosed $2.62 billion Ohio utility acquisition. The deal is structured as a private offering to accredited investors with resale to be registered via prospectus supplement within 15 days after closing. Investors may monitor execution of the acquisition, future financing steps, and how the enlarged equity base interacts with the goal of preserving investment grade credit ratings.

Key Terms

private placement financial

"for a private placement of common stock (the “Offering”)."

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

accredited investors financial

"The common stock was offered only to accredited investors."

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

prospectus supplement regulatory

"expects to prepare and file a prospectus supplement to its existing Form S-3 registration statement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

form s-3 regulatory

"file a prospectus supplement to its existing Form S-3 registration statement"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

registration statement regulatory

"registration statement (collectively, the “Registration Statement”) with the Securities and Exchange Commission"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

regulation d regulatory

"Rule 506 of Regulation D promulgated thereunder and in reliance on similar exemptions"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

AI-generated analysis. Not financial advice.

WILLIAMSVILLE, N.Y., Dec. 15, 2025 (GLOBE NEWSWIRE) -- National Fuel Gas Company (“National Fuel” or the “Company”) announced today that it has entered into a subscription agreement (the “Subscription Agreement”) with a group of investors (the “Investors”) for a private placement of common stock (the “Offering”). Upon closing of the Offering, the Company expects to receive gross proceeds of $350 million, before deducting fees and expenses, resulting from the sale of approximately 4.4 million shares of common stock at a purchase price of $79.50 per share. The Offering is expected to close on December 17, 2025, subject to the satisfaction of the closing conditions set forth in the Subscription Agreement.

National Fuel intends to use the net proceeds from the Offering for general corporate purposes, including to finance a portion of the purchase price for National Fuel’s previously announced acquisition of CenterPoint’s Ohio regulated gas utility business. With this Offering, National Fuel has satisfied its common equity needs in connection with that transaction, in line with its objective to maintain its current investment grade credit rating.

The common stock was offered only to accredited investors. The Company expects to prepare and file a prospectus supplement to its existing Form S-3 registration statement (collectively, the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 (the “Securities Act”) covering the resale of the shares of common stock within 15 calendar days following the closing date of the Offering.

The common stock is being sold and issued without registration under the Securities Act in reliance on the exemption provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws.

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation or sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Wells Fargo Securities and TD Securities are acting as placement agents for the Offering.

About National Fuel Gas Company

National Fuel is a diversified energy company headquartered in Western New York that operates an integrated collection of natural gas assets across three business segments: Integrated Upstream and Gathering, Pipeline and Storage, and Utility. Additional information about National Fuel is available at www.nationalfuel.com.

Cautionary Statements

This press release contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts. Forward-looking statements generally are identified by the words “anticipates,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “predicts,” “projects,” “believes,” “seeks,” “will,” “may,” and similar expressions. All statements other than statements of historical fact, including statements concerning plans, objectives, goals, projections, strategies, future events or performance and underlying assumptions, are forward-looking statements. Forward-looking statements include, but are not limited to, any statements regarding the Offering and the timing of the filing of the Registration Statement, the anticipated gross proceeds from the Offering and the anticipated use of the net proceeds of the Offering. Actual outcomes or results may differ materially from the forward-looking statements as a result of changes in circumstances, assumptions not being realized or other risks, uncertainties and other factors. It is not possible to predict or identify all risk factors. Descriptions and listings of uncertainties and risk factors can be found in our Annual Report on Form 10-K for the year ended September 30, 2025 and in subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K. You should consider all risks, uncertainties and other factors identified above and in those SEC reports carefully when evaluating the forward-looking statements in this press release.

Although the forward-looking statements contained in this press release are based on expectations, beliefs and projections expressed in good faith and believed by National Fuel to have a reasonable basis, there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished. Such forward-looking statements are made based on information available as of the date of this press release, and, except as required by law, National Fuel undertakes no obligation to, and expressly disclaims any obligation to, revise or update such statements to reflect new information or subsequent events or circumstances.

Contacts

Analysts

Natalie Fischer
716-857-7315

Media

Karen Merkel
716-857-7654

FAQ

What did National Fuel (NFG) announce on December 15, 2025?

National Fuel announced a private placement expected to raise $350 million by selling ~4.4 million shares at $79.50 each.

When is National Fuel's (NFG) private placement expected to close?

The company expects the Offering to close on December 17, 2025, subject to satisfaction of closing conditions.

How will National Fuel (NFG) use the proceeds from the $350 million Offering?

Net proceeds will be used for general corporate purposes, including financing part of the acquisition of CenterPoint's Ohio gas utility business.

Will National Fuel (NFG) file registration for resale of the private placement shares?

Yes; the company expects to file a prospectus supplement to register resale of the shares within 15 calendar days after closing.

Who are the placement agents for National Fuel's (NFG) private placement?

Wells Fargo Securities and TD Securities are acting as placement agents for the Offering.

Was National Fuel's (NFG) $350 million Offering available to retail investors?

No; the common stock was offered only to accredited investors under exemptions from registration.