NATIONAL FUEL GAS CO SEC Filings

National Fuel Gas Company is registering 500,000 shares of common stock for its Direct Stock Purchase and Dividend Reinvestment Plan. Shares are acquired at market prices prevailing at the time of sale, and may be purchased either in the open market or issued directly by the company.

New investors can enroll with a minimum initial investment of $500 plus a $15 enrollment fee, while existing shareholders may join without this fee. After enrollment, participants may make optional cash investments of at least $100, generally up to $120,000 per calendar year, with potential waiver approvals for larger amounts.

Participants can reinvest all or part of their cash dividends in additional shares without paying trading fees; National Fuel pays purchase-related trading fees, which may be taxable income. The company receives proceeds only when shares are purchased directly from it, and states that any such proceeds will be used for general corporate purposes.

National Fuel Gas Company filed a universal shelf registration allowing it to periodically offer debt securities, common stock, preferred stock, depositary shares, stock purchase contracts, stock purchase units and units after effectiveness. The common stock is listed on the New York Stock Exchange under the symbol NFG.

Any specific offering will be detailed in a future prospectus supplement, including pricing and distribution method. Proceeds from sales may be used to reduce short-term indebtedness, redeem or discharge debt, finance capital expenditures, fund acquisitions by National Fuel or its subsidiaries, and for other general corporate purposes.

The debt securities will be senior unsecured obligations ranking equally with other senior unsubordinated debt and structurally junior to liabilities and preferred equity of subsidiaries. The indenture includes a limitation on liens on stock of majority-owned subsidiaries, with a 5% of Consolidated Capitalization basket, and standard events of default, modification, and merger provisions.

National Fuel Gas Company reported operating revenues of $537.5 million for the quarter ended June 30, 2026, slightly above $531.8 million a year earlier, while quarterly net income available for common stock declined to $138.6 million from $149.8 million as higher expenses offset modest revenue growth.

For the first nine months of fiscal 2026, operating revenues increased to $2.05 billion from $1.81 billion and net income rose to $567.9 million from $411.2 million, lifting diluted EPS to $6.01 from $4.51. Operating cash flow strengthened to $1.03 billion, supporting $764.5 million of capital expenditures across Integrated Upstream and Gathering, Pipeline and Storage, and Utility operations.

Total assets reached $10.45 billion with cash and temporary cash investments increasing to $1.24 billion, alongside long-term debt of $3.57 billion. The company detailed financing for its pending $2.62 billion acquisition of CenterPoint Ohio, including a private placement of 4.4 million common shares and $1.5 billion of new notes, and highlighted extensive natural gas hedging and multi‑year rate frameworks in New York, Pennsylvania and at FERC.

National Fuel Gas Company reported third quarter fiscal 2026 GAAP earnings of $138.6 million, or $1.45 per diluted share, down from $149.8 million, or $1.64 per share, a year earlier. Adjusted earnings were $141.0 million, or $1.54 per share, versus $1.64 per share in the prior-year quarter. For the nine months ended June 30, 2026, GAAP diluted EPS was $6.01 compared with $4.51, while adjusted EPS was $6.31 versus $5.69.

Net cash provided by operating activities for the nine months reached $1.035 billion, generating $280 million of free cash flow. The Integrated Upstream and Gathering segment saw slightly lower earnings as higher realized natural gas prices were offset by a 7% production decline and higher per-unit operating costs. Pipeline and Storage earnings were essentially flat, and Utility earnings rose modestly on stronger customer margin, partly offset by higher employee and uncollectible costs.

The company revised its fiscal 2026 adjusted EPS guidance to $7.40–$7.60 per share and now expects Integrated Upstream and Gathering production of 420–430 Bcf. Capital expenditure guidance increased for the Integrated Upstream and Gathering and Pipeline and Storage segments, including a new $20–$40 million discretionary land program. National Fuel completed $1.5 billion of new note issuances to fund the pending acquisition of CenterPoint Energy’s Ohio gas utility business, which is on track to close on October 1, 2026. The Board approved a 4% dividend increase to an annual rate of $2.22 per share, extending a 124-year dividend history and 56 consecutive annual increases. The company also outlined a long-term outlook for 7%–10% average annual EPS growth and $1.0–$1.5 billion of free cash flow from fiscal 2026 through 2029.

National Fuel Gas Company updated its investor presentation on July 29, 2026, highlighting an integrated model spanning upstream production, gathering, pipelines, storage and regulated gas utilities. The company reports a market capitalization of ~$7.7B, total proved reserves of 5.0 Tcfe and current net production of ~1.1 Bcf/d. Regulated operations include pipeline and storage rate base of $1.7 billion and utility rate base of $1.6 billion, serving 756,000 customers in New York and Pennsylvania.

Management targets 7–10% adjusted EPS growth from FY26E to FY29E and projects $1.0–$1.5 billion of free cash flow generation over 2027E–2029E. FY2026 adjusted EPS guidance is $7.40–$7.60 per share (midpoint $7.50), a 9% increase from FY25, assuming $3.00 NYMEX gas. Consolidated FY2026 capital expenditures are guided to $1,000–$1,075 million. The company emphasizes a 124‑year dividend record, a current dividend of $2.22 per share with a 4% 2026 increase, and investment‑grade credit ratings. Environmental disclosures note a 25% consolidated methane emissions reduction and 10% consolidated GHG reduction since 2020, plus long‑lived inventory with PV‑10 breakeven gas prices below $2.25/MMBtu. A planned acquisition of CenterPoint’s Ohio gas utility, expected to close October 1, 2026, is described as significantly increasing utility rate base.

TANSKI RONALD J reported acquisition or exercise transactions in this Form 4 filing.

National Fuel Gas Co director equity grant: Director Ronald J. Tanski received 564 shares of Common Stock on July 1, 2026 as a grant under the National Fuel Gas Company 2009 Non-Employee Director Equity Compensation Plan at a reference price of $77.63 per share. After this non-derivative award, he directly holds 358,097 shares of Common Stock, reflecting ongoing equity-based compensation for board service rather than an open-market purchase.

National Fuel Gas Company director David F. Smith reported plan-based equity activity involving deferred stock units tied to common stock. He received 564 deferred stock units as a grant or award at a reference value of $77.63 per unit, bringing his deferred stock unit balance to 19,233. A separate 108-unit transaction is classified as another acquisition or disposition under company plans. Footnotes explain that units arise from quarterly director grants and dividend reinvestment under deferred compensation programs and are payable in common shares only after his board service ends, so these are compensation and plan-related, not open-market trades.

National Fuel Gas Co director Thomas E. Skains reported compensation-related changes in his deferred equity holdings. He received a grant of 564 Deferred Stock Units at $77.63 per unit under the company’s non-employee director equity compensation plan, which are deferred under the deferred compensation plan.

He also acquired 108 Deferred Stock Units at $89.49 per unit through the dividend reinvestment feature of the deferred compensation plan. Each deferred stock unit is economically equivalent to one share of common stock and will be paid in shares after he leaves the board, according to his distribution election. Following these transactions, he holds 19,233 Deferred Stock Units directly.

National Fuel Gas Company director Jeffrey W. Shaw reported a compensation-related stock grant and updated holdings. He received an award of 564 shares of common stock at $77.63 per share, acquired through a quarterly grant under the National Fuel Gas Company 2009 Non-Employee Director Equity Compensation Plan. Following this grant, he directly holds 36,798 common shares. The filing also shows an indirect holding of 100 common shares held by trust, reflecting beneficial ownership through that entity rather than a market purchase or sale.