Natl Fuel Gas Co SEC Filings

National Fuel Gas Company entered into a common stock subscription agreement for a private placement of 4,402,513 shares, expected to raise $350 million in gross proceeds at a purchase price of $79.50 per share.

The company plans to use the net proceeds for general corporate purposes, including financing a portion of the purchase price for its previously announced acquisition of CenterPoint Energy Resources Corp.’s Ohio regulated gas utility business. The offering is expected to close on December 17, 2025, and the investors will receive registration rights requiring National Fuel Gas Company to file a resale registration statement or prospectus supplement with the SEC within 15 days after closing.

National Fuel Gas Company updated executive compensation by granting new long-term equity awards and revising its annual incentive plan. On December 4, 2025, the Compensation Committee awarded performance shares tied to relative total shareholder return and restricted stock units to key executives, including CEO D. P. Bauer, CFO T. J. Silverstein, and executive J. I. Loweth, under the 2010 Equity Compensation Plan.

The Board also amended and renamed the 2012 annual bonus plan as the Annual Incentive Plan, increasing the maximum award to the greater of twice base salary or twice target percentage and broadening allowable performance goals, including strategic objectives. For fiscal 2026, executives’ cash incentives will be based on EBITDA measures, cost and efficiency metrics, safety, customer service, and qualitative strategic performance.

To transition from a prior two-year averaging design for earnings-related goals to a single-year approach, the Compensation Committee approved additional one-time cash payments, including $291,544 for Mr. Bauer, $85,243 for Mr. Silverstein, and $130,366 for Mr. Loweth, to be paid with fiscal 2025 incentives.

National Fuel Gas Co. reported insider equity activity by its Treasurer & CFO. On December 5, 2025, 1,371 restricted stock units converted into common stock, and on December 6, 2025, another 1,409 units vested, each on a one-for-one basis. To cover taxes on these vestings, 700 shares on December 5 and 720 shares on December 6 were withheld and cancelled at a price of $82.28 per share; these are reported as dispositions but were not sold into the market.

After these transactions, the officer directly owned 8,071 shares of National Fuel Gas common stock and had an additional 4,852 shares held indirectly through a 401(k) stock fund, which is based on the fund balance divided by the closing stock price as of December 5, 2025.

National Fuel Gas Company’s Controller and Chief Accounting Officer reported routine equity award activity and related tax withholding. On December 5, 2025, 359 restricted stock units converted into common stock, and 184 shares were withheld and cancelled to cover taxes at a price of $82.28 per share. On December 6, 2025, another 421 restricted stock units converted, with 215 shares withheld and cancelled for taxes at the same price.

After these transactions, the officer directly held 13,285 shares of common stock and had an additional 7,407 shares reported as indirectly owned through a 401(k) trust. The restricted stock units converted into common stock on a one-for-one basis and were granted under prior awards vesting over multiple years.

National Fuel Gas Company officer reports routine stock vesting and tax withholdings. The President of Seneca Resources exercised restricted stock units into common stock on December 5, 2025 and December 6, 2025, converting 4,087 and 4,955 units, respectively, on a one-for-one basis. In connection with these vestings, 1,609 shares on December 5 and 1,950 shares on December 6 were withheld and cancelled for taxes at a price of $82.28 per share; these are reported as dispositions but were not sold into the market.

After these transactions, the officer directly owned 75,069 shares of National Fuel Gas common stock, along with indirect holdings through a 401(k) trust and family accounts. The filing also shows continuing ownership of restricted stock units that will vest in future years based on prior grants.

National Fuel Gas Company’s Chief Information Officer reported routine equity compensation activity. On December 5, 2025, 712 restricted stock units vested and converted into 712 shares of common stock, which were then exchanged for 712 deferred stock units under the company’s deferred compensation plan. On December 6, 2025, 851 restricted stock units vested and converted into 851 shares of common stock, which were likewise exchanged for 851 deferred stock units.

After these transactions, the officer directly held 4,083 shares of common stock and indirectly held 62 units in the NFG stock fund within a 401(k) plan, which represents an interest in a mix of National Fuel Gas common stock and cash as of December 5, 2025. The filing reflects tax and timing elections on previously granted awards rather than open-market buying or selling.

National Fuel Gas Company reported equity activity by its Secretary and General Counsel related to previously granted restricted stock units. On December 5, 2025, 338 restricted stock units converted into common stock, and 173 shares were withheld and cancelled for taxes at a price of $82.28 per share, leaving 16,778 shares of common stock held directly. On December 6, 2025, another 412 restricted stock units converted into common stock, and 211 shares were withheld and cancelled for taxes at the same price, resulting in 16,979 shares held directly. The reporting person also has 2,509 units in the NFG stock fund under the company 401(k) plan, which represents an interest in a fund holding NFG common stock and cash.

National Fuel Gas Company executive equity activity: A company officer, the President of NFG Supply Corp., reported routine equity transactions involving restricted stock units (RSUs), common stock, and deferred stock units. On December 5, 2025, 1,119 RSUs converted into common stock, with 572 shares withheld and cancelled to cover taxes at a price of $82.28 per share. On December 6, 2025, another 788 RSUs converted, with 28 shares similarly withheld and cancelled for taxes at $82.28 per share.

The reporting person also deferred receipt of 760 shares of common stock into 760 deferred stock units under the company’s deferred compensation plan, each unit economically equivalent to one share and payable in stock after termination of service. Following these transactions, the insider continued to hold common stock directly and through a 401(k) stock fund, as well as remaining RSUs and deferred stock units scheduled to vest over future dates.

National Fuel Gas Company reported equity transactions by its officer who serves as President of NFG Distribution Corp. On December 5, 2025, 600 restricted stock units converted into an equal number of common shares, and 295 shares were withheld and cancelled to cover taxes. On December 6, 2025, a further 722 restricted stock units vested into common shares, with 355 shares withheld and cancelled for taxes.

After these transactions, the officer directly owned 13,847 shares of National Fuel Gas common stock and held additional interests through a 401(k) stock fund and as custodian for a minor child. The filing notes that tax-withheld shares were not sold into the market but were cancelled in connection with the vesting events.