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National Fuel Gas (NYSE: NFG) trims 2026 EPS guidance after Q3 results

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • Nine-month earnings and cash flow strengthened: GAAP diluted EPS for the nine months rose to $6.01 from $4.51, adjusted EPS to $6.31 from $5.69, and operating cash flow reached $1.035 billion with $280 million of free cash flow.
  • Dividend growth and long track record: The Board approved a 4% dividend increase to an annual rate of $2.22 per share, extending 124 consecutive years of dividends and 56 consecutive annual dividend rate increases.
  • Long-term growth and deleveraging outlook: Management targets 7%–10% average annual EPS growth from fiscal 2026 through 2029 and projects $1.0–$1.5 billion of free cash flow over three years, expected to support debt reduction and additional shareholder-focused capital allocation.

Negative

  • Quarterly earnings declined: Third quarter GAAP EPS fell to $1.45 from $1.64 and adjusted EPS to $1.54 from $1.64, reflecting lower production volumes and higher operating costs in the Integrated Upstream and Gathering segment.
  • Guidance trimmed with higher capital needs: Fiscal 2026 adjusted EPS guidance was revised to $7.40–$7.60 per share from $7.45–$7.75, alongside higher capital expenditure guidance in key segments and slightly reduced production guidance of 420–430 Bcf.
  • Increased leverage to fund Ohio acquisition: The company issued $1.5 billion of new three-, five-, and ten-year notes to fund a portion of the CenterPoint Ohio gas utility acquisition and refinance $300 million of notes, adding interest expense and transaction costs.

Filing Explained

The filing discloses an equity issuance related to the pending Ohio acquisition: issued and outstanding shares rose to 95,035,675 at June 30, 2026, from 90,379,095 at September 30, 2025. Because the acquisition remains pending, existing holders’ percentage ownership is reduced by the issuance absent offsetting changes.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q3 2026 GAAP EPS $1.45 per share Earnings per diluted share for the quarter ended June 30, 2026, down from $1.64 a year earlier
Q3 2026 adjusted EPS $1.54 per share Non-GAAP adjusted earnings per share for the quarter, compared with $1.64 in the prior-year quarter
Nine-month GAAP EPS $6.01 per share GAAP diluted EPS for the nine months ended June 30, 2026, versus $4.51 in the prior-year period
Operating cash flow $1.035 billion Net cash provided by operating activities for the nine months ended June 30, 2026
Free cash flow $280 million Free cash flow for the nine months ended June 30, 2026, as defined by the company
FY 2026 adjusted EPS guidance $7.40 to $7.60 per share Revised fiscal 2026 adjusted earnings per share guidance range
Integrated Upstream & Gathering production guidance 420 to 430 Bcf Fiscal 2026 production outlook for the Integrated Upstream and Gathering segment
New notes issued $1.5 billion Three-, five-, and ten-year notes issued in June 2026 to fund part of the Ohio acquisition and refinance $300 million of notes
adjusted EBITDA financial
"Management defines adjusted EBITDA as reported GAAP earnings before the following items"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
free cash flow financial
"Management defines free cash flow as net cash provided by operating activities, less net cash used"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
full cost ceiling test financial
"impairments under the SEC’s full cost ceiling test for natural gas reserves"
Distribution System Improvement Charge regulatory
"revenue from the Utility’s Distribution System Improvement Charge in Pennsylvania"
A distribution system improvement charge is a regulated surcharge utilities add to customer bills to recover costs for upgrading local power lines, poles, transformers and other delivery equipment. It matters to investors because it speeds up cost recovery and stabilizes a utility’s cash flow and earnings between full rate reviews—like allowing a homeowner to add a small, ongoing fee to pay for immediate repairs instead of waiting to save up for a big bill.
precedent agreement financial
"executing a 20-year precedent agreement for 200,000 dekatherms per day of incremental capacity"
A precedent agreement is an earlier or template contract that serves as a model for a new deal, with parties copying or adapting its terms rather than starting from scratch. For investors, it matters because it reveals the likely structure, rights and obligations, and market expectations around pricing or timing—like looking at last season’s recipe to predict how a new dish will be prepared and tasted.
hedging portfolio financial
"benefitted from its strong hedge and marketing portfolio during the quarter"
GAAP net income $138.6 million down from $149.8 million in the prior-year quarter
GAAP diluted EPS $1.45 down from $1.64 in the prior-year quarter
Adjusted EPS $1.54 down from $1.64 in the prior-year quarter
Nine-month GAAP diluted EPS $6.01 up from $4.51 in the nine months ended June 30, 2025
Nine-month adjusted EPS $6.31 up from $5.69 in the nine months ended June 30, 2025
Operating cash flow $1.035 billion up from $862.3 million in the nine months ended June 30, 2025
FY 2026 adjusted EPS guidance range $7.40–$7.60 per share revised from a prior range of $7.45–$7.75 per share
Guidance

For fiscal 2026, the company forecasts adjusted EPS of $7.40–$7.60 per share, Integrated Upstream and Gathering production of 420–430 Bcf, NYMEX natural gas at $3.00 per MMBtu for the remaining three months, and higher capital expenditure ranges in the Integrated Upstream and Gathering and Pipeline and Storage segments.

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FAQ

How did National Fuel Gas (NFG) perform financially in Q3 fiscal 2026?

National Fuel Gas reported GAAP earnings of $138.6 million, or $1.45 per diluted share, in Q3 fiscal 2026, compared with $149.8 million, or $1.64 per share, a year earlier. Adjusted EPS was $1.54 versus $1.64, reflecting lower production and higher costs.

What are National Fuel Gas (NFG)’s updated fiscal 2026 EPS guidance and assumptions?

National Fuel Gas now guides to adjusted EPS of $7.40–$7.60 for fiscal 2026, versus a prior range of $7.45–$7.75. The outlook assumes a $3.00 per MMBtu NYMEX gas price for the remaining three months and Integrated Upstream and Gathering production of 420–430 Bcf.

How strong are National Fuel Gas (NFG)’s cash flows year-to-date in 2026?

For the nine months ended June 30, 2026, National Fuel Gas generated $1.035 billion of net cash from operating activities and $280 million of free cash flow. These figures compare with $862.3 million of operating cash flow and $244.3 million of free cash flow in the prior-year period.

What progress has National Fuel Gas (NFG) made on the Ohio gas utility acquisition?

National Fuel Gas completed the necessary financing and received final regulatory approval for the CenterPoint Ohio gas utility acquisition. The transaction is expected to close on October 1, 2026 and is not included in fiscal 2026 earnings guidance or related cost assumptions.

What is National Fuel Gas (NFG)’s long-term growth and free cash flow outlook?

From fiscal 2026 through 2029, National Fuel Gas expects 7%–10% average annual EPS growth and projects $1.0–$1.5 billion of free cash flow. Management plans to use this cash primarily for debt reduction, strategic investments, and enhancing shareholder returns.

How did National Fuel Gas (NFG)’s operating segments perform in Q3 fiscal 2026?

In Q3, Integrated Upstream and Gathering delivered $111.9 million of GAAP earnings, Pipeline and Storage $28.7 million, and Utility $5.7 million. Upstream faced lower production and higher costs, while Pipeline and Storage were steady and Utility benefited from stronger customer margins.

What dividend did National Fuel Gas (NFG) declare, and what is its dividend history?

National Fuel Gas’s Board approved a 4% dividend increase to an annual rate of $2.22 per share. The company has paid dividends for 124 consecutive years and raised its annual dividend rate for 56 consecutive years, underscoring its focus on shareholder returns.
0000070145false00000701452026-07-292026-07-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2026

NATIONAL FUEL GAS COMPANY
(Exact name of registrant as specified in its charter)
New Jersey1-388013-1086010
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
6363 Main Street
Williamsville,New York14221
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (716) 857-7000

Former name or former address, if changed since last report: Not Applicable

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of Each Exchange on Which Registered
Common Stock, par value $1.00 per shareNFGNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨



Item 2.02    Results of Operations and Financial Condition.

On July 29, 2026, National Fuel Gas Company (the “Company”) issued a press release regarding its earnings for the quarter ended June 30, 2026. A copy of the press release is furnished as part of this Current Report as Exhibit 99.

Neither the furnishing of the press release as an exhibit to this Current Report nor the inclusion in such press release of any reference to the Company’s internet address shall, under any circumstances, be deemed to incorporate the information available at such internet address into this Current Report. The information available at the Company’s internet address is not part of this Current Report or any other report filed or furnished by the Company with the Securities and Exchange Commission.

In addition to financial measures calculated in accordance with generally accepted accounting principles (“GAAP”), the press release furnished as part of this Current Report as Exhibit 99 contains certain non-GAAP financial measures. The Company believes that such non-GAAP financial measures are useful to investors because they provide an alternative method for assessing the Company’s operating results in a manner that is focused on the performance of the Company’s ongoing operations, for measuring the Company’s cash flow and liquidity, and for comparing the Company’s financial performance to other companies. The Company’s management uses these non-GAAP financial measures for the same purpose, and for planning and forecasting purposes. The presentation of non-GAAP financial measures is not meant to be a substitute for financial measures prepared in accordance with GAAP.

Certain statements contained herein or in the press release furnished as part of this Current Report, including statements regarding estimated future earnings and statements that are identified by the use of the words “anticipates,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “predicts,” “projects,” “believes,” “seeks,” “will” and “may” and similar expressions, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. There can be no assurance that the Company’s projections will in fact be achieved nor do these projections reflect any acquisitions or divestitures that may occur in the future. While the Company’s expectations, beliefs and projections are expressed in good faith and are believed to have a reasonable basis, actual results may differ materially from those projected in forward-looking statements. Furthermore, each forward-looking statement speaks only as of the date on which it is made. In addition to other factors, the following are important factors that could cause actual results to differ materially from those discussed in the forward-looking statements:
changes in laws, regulations or judicial interpretations to which the Company is subject, including those involving derivatives, taxes, safety, employment, climate change, other environmental matters, real property, and exploration and production activities such as hydraulic fracturing; governmental/regulatory actions, initiatives and proceedings, including those involving rate cases (which address, among other things, target rates of return, rate design, retained natural gas and system modernization), environmental/safety requirements, affiliate relationships, industry structure, and franchise renewal; changes in economic conditions, including the imposition of additional tariffs on U.S. imports and related retaliatory tariffs, inflationary pressures, supply chain issues, liquidity challenges, and global, national or regional recessions, and their effect on the demand for, and customers’ ability to pay for, the Company’s products and services; the Company’s ability to complete strategic transactions, such as the planned CenterPoint Ohio acquisition, including receipt of required regulatory clearances and satisfaction of other conditions to closing, and to recognize the anticipated benefits of such transactions; governmental/regulatory actions and/or market pressures to reduce or eliminate reliance on natural gas; the Company’s ability to estimate accurately the time and resources necessary to meet emissions targets; changes in the price of natural gas; impairments



under the SEC’s full cost ceiling test for natural gas reserves; the creditworthiness or performance of the Company’s key suppliers, customers and counterparties; financial and economic conditions, including the availability of credit, and occurrences affecting the Company’s ability to obtain financing on acceptable terms for working capital, capital expenditures, other investments, and acquisitions, including any downgrades in the Company’s credit ratings and changes in interest rates and other capital market conditions; negotiations with the collective bargaining units representing the Company’s workforce, including potential work stoppages during negotiations; changes in price differentials between similar quantities of natural gas sold at different geographic locations, and the effect of such changes on commodity production, revenues and demand for pipeline transportation capacity to or from such locations; the impact of information technology disruptions, cybersecurity or data security breaches, including the impact of issues that may arise from the use of artificial intelligence technologies; factors affecting the Company’s ability to successfully identify, drill for and produce economically viable natural gas reserves, including among others geology, lease availability and costs, title disputes, weather conditions, water availability and disposal or recycling opportunities of used water, shortages, delays or unavailability of equipment and services required in drilling operations, insufficient gathering, processing and transportation capacity, the need to obtain governmental approvals and permits, and compliance with environmental laws and regulations; increased costs or delays or changes in plans with respect to Company projects or related projects of other companies, as well as difficulties or delays in obtaining necessary governmental approvals, permits or orders or in obtaining the cooperation of interconnecting facility operators; increasing health care costs and the resulting effect on health insurance premiums and on the obligation to provide other post-retirement benefits; other changes in price differentials between similar quantities of natural gas having different quality, heating value, hydrocarbon mix or delivery date; the cost and effects of legal and administrative claims against the Company or activist shareholder campaigns to effect changes at the Company; uncertainty of natural gas reserve estimates; significant differences between the Company’s projected and actual production levels for natural gas; changes in demographic patterns and weather conditions (including those related to climate change); changes in the availability, price or accounting treatment of derivative financial instruments; changes in laws, actuarial assumptions, the interest rate environment and the return on plan/trust assets related to the Company’s pension and other post-retirement benefits, which can affect future funding obligations and costs and plan liabilities; economic disruptions or uninsured losses resulting from major accidents, fires, severe weather, natural disasters, terrorist activities or acts of war, as well as economic and operational disruptions due to third-party outages; significant differences between the Company’s projected and actual capital expenditures and operating expenses; or increasing costs of insurance, changes in coverage and the ability to obtain insurance.
The Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.





Item 9.01    Financial Statements and Exhibits.

    (d)    Exhibits
Exhibit 99
Press release furnished regarding earnings for the quarter ended June 30, 2026
Exhibit 104
Cover Page Interactive Data File (embedded within the Inline XBRL document)






SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


NATIONAL FUEL GAS COMPANY
By:/s/ Lee E. Hartz
Lee E. Hartz
General Counsel and Secretary

Dated: July 30, 2026



Exhibit 99

exhibit998kimagea15.jpg
6363 Main Street/Williamsville, NY 14221
Release Date:Immediate July 29, 2026Ryan P. Vossler
Investor Relations
716-857-7158
Timothy J. Silverstein
Chief Financial Officer
716-857-6987

NATIONAL FUEL REPORTS THIRD QUARTER FISCAL 2026 EARNINGS

WILLIAMSVILLE, N.Y. National Fuel Gas Company (“National Fuel” or the “Company”) (NYSE:NFG) today announced consolidated results for the third quarter of its 2026 fiscal year.

THIRD QUARTER FISCAL 2026 SUMMARY
GAAP earnings of $138.6 million, or earnings per share (EPS) of $1.45, compared to GAAP earnings of $149.8 million, or $1.64 per share, in the prior year.
Adjusted EPS of $1.54 compared to $1.64 from the prior year. See non-GAAP reconciliation on page 2.
Net cash provided by operating activities of $1.035 billion for the nine months ending June 30, 2026, with free cash flow of $280 million (as defined on page 25) through the same period.
The Integrated Upstream and Gathering segment benefitted from its strong hedge and marketing portfolio during the quarter, as a $0.56 per Mcf gain more than offset the drop in NYMEX natural gas prices compared to the prior year.
Supply Corporation expanded its Line N System Upgrade Project to 294,000 dekatherms per day, executing a 20-year precedent agreement for 200,000 dekatherms per day of incremental firm transportation capacity, supporting the initial phase of the coal-to-gas conversion at the existing Shippingport Power Station site in western Pennsylvania.
The Company completed the necessary financing needed to close the pending Ohio gas utility acquisition and received its final regulatory approval during the quarter, which places the acquisition on track to close on October 1 of this year.
The Company maintained its longstanding focus on shareholder returns as the Board of Directors approved a 4% increase in the Company's dividend, to an annual rate of $2.22 per share. The Company has now paid a dividend for 124 consecutive years and increased its annual dividend rate for 56 consecutive years.
The Company is revising its fiscal 2026 adjusted EPS guidance range of $7.40 to $7.60 per share, or $7.50 per share at the midpoint, a projected 9% increase from fiscal 2025.


MANAGEMENT COMMENTS

David P. Bauer, President and Chief Executive Officer of National Fuel Gas Company, stated: “Looking forward, with the growing demand for natural gas, the outlook for the industry and National Fuel is as strong as ever. Over the last several years, we have consistently enhanced the quality of our asset base, improved capital efficiency, and expanded our long-term growth opportunities through disciplined execution across the Company. Whether it is expanding our pipelines to serve new data center or power generation demand in the region, or producing gas supply to meet growing demand in Appalachia and across markets served by our high-quality firm transportation portfolio, our ability to benefit from these industry tailwinds is evident. In addition, our pending Ohio gas utility acquisition, once completed, will significantly increase rate base for our regulated businesses and provides an additional avenue for meaningful regulated earnings growth.

"With this strong backdrop, National Fuel is expected to deliver approximately 7% to 10% average annual EPS growth through 2029. This growth alongside our disciplined capital allocation strategy and focus on returning an increasing amount of capital to shareholders through our long-standing dividend, positions National Fuel to deliver sustainable long-term value for shareholders."






Page 2.

RECONCILIATION OF GAAP EARNINGS TO ADJUSTED EARNINGS

Three Months Ended June 30,
(Thousands)(Per Share)
2026202520262025
Reported GAAP Earnings$138,621 $149,818 $1.45 $1.64 
Items impacting comparability:
Costs related to the pending Ohio gas utility acquisition6,192 — 0.07 — 
Tax impact of costs related to the pending Ohio acquisition(1,435)— (0.02)— 
Impact of equity issuance related to pending Ohio acquisition, net of interest benefits(3,566)— 0.03 — 
Tax impact of net interest benefit from equity issuance826 — 0.01 — 
Interest expense from long-term debt issuances for pending Ohio acquisition, net of interest benefit1,129 — 0.01 — 
Tax impact of interest expense from long-term debt issuances, net of interest benefit
(262)— — — 
Premiums paid on early redemption of debt413 — — — 
Tax impact of premiums paid on early redemption of debt(96)— — — 
Other/rounding (refer to Segment results for details)(840)(615)(0.01)— 
Adjusted Earnings$140,982 $149,203 $1.54 $1.64 

FISCAL 2026 GUIDANCE UPDATE

National Fuel is revising its adjusted earnings per share guidance for fiscal 2026 to a range of $7.40 to $7.60. This updated range incorporates our third quarter results as well as lower expected production for the remaining three months, partially offset by lower unit costs in the Integrated Upstream and Gathering segment. The Company is maintaining an average NYMEX natural gas price assumption of $3.00 per MMBtu for the remaining three months of fiscal 2026, which approximates the current NYMEX forward curve at this time.

Integrated Upstream and Gathering segment fiscal 2026 production is now expected to be 420 to 430 Bcf, a moderate decrease from our prior guidance, primarily reflecting the combined impact of ongoing appraisal activities and greater than anticipated well interactions related to more intensive completion design testing. While these activities affected near-term production, they will allow for further optimization of future development planning and capital allocation decisions and are not expected to impact the outlook for long-term production growth and continued improvement in capital efficiency. This guidance range also does not incorporate any price-related curtailments over the remainder of the fiscal year.

The Company is also revising its Integrated Upstream and Gathering segment capital expenditure guidance to a range of $580 to $605 million, a 2% increase at the midpoint, largely as a result of higher oil and diesel prices, as well as schedule changes. In addition, this segment has implemented a new discretionary land acquisition spending program, which is expected to lead to an additional $20 to $40 million in spending outside of the aforementioned capital spending guidance. This discretionary program represents a strategic investment to expand core inventory depth in Tioga County and strengthen what the Company believes is one of the premier natural gas resource positions in North America. Over the next two years, the Company expects to invest $100 to $200 million of discretionary land capital to extend development runway, increase long-term development optionality, and support future capital efficiency improvements.

In addition, the Company is also revising its capital expenditure guidance in the Pipeline and Storage segment, which is now expected to be between $235 to $265 million. This increase is driven by the strong execution on our various modernization and expansion projects for this calendar year, several of which are proceeding at a quicker pace than previously anticipated.

The acquisition of CenterPoint Energy's Ohio natural gas utility business is expected to close on October 1 of this year. As a result, this is not expected to impact fiscal 2026 guidance, which also excludes any financing or acquisition-related costs.

The Company’s other fiscal 2026 guidance assumptions are detailed in the table on page 7.







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Page 3.

LONG-TERM OUTLOOK

National Fuel plans to provide detailed fiscal 2027 guidance after the closing of the Ohio utility acquisition, which is on track to occur on October 1 of this year.

The Company is also updating its long-term earnings per share outlook, which it now expects to be 7% to 10% per year, on average from fiscal 2026 through fiscal 2029, using the current natural gas price outlook. In addition to significant per-share earnings growth driven by strong outlooks in each segment, the Company anticipates leveraging its best-in-class capital efficiency trend to generate between $1.0 and $1.5 billion of free cash flow over the next three years. The combination of significant earnings growth, a more balanced business mix following the closing of the Ohio utility acquisition, and strong free cash flow generation is expected to provide increased flexibility to allocate capital in ways that maximize per share value over the long-term. This free cash flow is projected to be utilized to reduce outstanding debt, which will further strengthen the Company's investment grade balance sheet, and support strategic investments and other opportunities to enhance shareholder returns beyond the 7% to 10% target.

FINANCING ACTIVITIES UPDATE

In June 2026, the Company issued $1.5 billion of new three-, five-, and ten-year notes (split into three equal tranches) to fund a portion of the CenterPoint acquisition and refinance the early redemption of $300 million of notes that were scheduled to mature in October 2026. In conjunction with these transactions, the Company recognized an after-tax loss of $0.3 million related to the early redemption of the October 2026 maturity, which is presented as an item impacting comparability for the quarter.


DISCUSSION OF THIRD QUARTER RESULTS BY SEGMENT

The following earnings discussion of each operating segment for the quarter ended June 30, 2026 is summarized in a tabular form on pages 8 and 9 of this report (earnings drivers for the nine months ended June 30, 2026 are summarized on pages 10 and 11).

Note that management defines adjusted earnings as reported GAAP earnings adjusted for items impacting comparability, and adjusted EBITDA as reported GAAP earnings before the following items: interest expense, income taxes, depreciation, depletion and amortization, other income and deductions, impairments, and other items reflected in operating income that impact comparability.

Integrated Upstream and Gathering Segment

The Integrated Upstream and Gathering segment's exploration and production operations are carried out by Seneca Resources Company, LLC (“Seneca”) and its gathering operations are carried out by the operating subsidiaries of National Fuel Gas Midstream Company, LLC ("Gathering"). Seneca explores for, develops, and produces primarily natural gas reserves in Pennsylvania. Gathering constructs, owns and operates natural gas gathering pipelines and compression facilities in the Appalachian region, which primarily delivers Seneca's production and, to a lesser extent, third-party Appalachian production to various interstate pipelines.
Three Months Ended
June 30,
(in thousands)20262025Variance
GAAP Earnings$111,874 $116,667 $(4,793)
Premiums paid on early redemption of debt413 — 413 
Tax impact of premiums paid on early redemption of debt(96)— (96)
Unrealized (gain) loss on derivative asset (2022 CA asset sale)— 45 (45)
Tax impact of unrealized (gain) loss on derivative asset— (12)12 
Adjusted Earnings$112,191 $116,700 $(4,509)
Adjusted EBITDA$248,528 $258,411 $(9,883)

The Integrated Upstream and Gathering segment's third quarter GAAP earnings decreased $4.8 million versus the prior year. Excluding items impacting comparability, adjusted earnings decreased $4.5 million from the prior year, as the benefit of higher realized natural gas prices and lower interest expense was more than offset by lower production volumes and higher operating expenses.

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Page 4.

Seneca’s weighted average realized natural gas price, after the impact of hedging and transportation costs, was $2.81 per Mcf, an increase of $0.10 per Mcf, or 4%, compared to the prior year, as gains in Seneca's hedging portfolio and tighter basis differentials more than offset lower NYMEX prices during the quarter.

During the third quarter, Seneca produced 104.3 Bcf of natural gas, a decrease of 7.3 Bcf, or 7%, compared to the prior year, as production from recently turned-in-line wells was more than offset by natural declines from existing wells.

Three Months Ended
June 30,
(Cost per Mcf)20262025Variance
Upstream General and Administrative Expense (“G&A”)$0.17 $0.17 $— 
Lease Operating Expense (“LOE”)$0.15 $0.11 $0.04 
Adjusted Gathering Operation and Maintenance Expense ("O&M") $0.13 $0.11 (1)$0.02 
Taxes and Other$0.07 $0.08 $(0.01)
Adjusted Total Cash Operating Costs$0.52 $0.47 (1)$0.05 
Depreciation, Depletion and Amortization Expense (“DD&A”)$0.80 $0.71 $0.09 
Adjusted Total Operating Costs$1.32 $1.18 (1)$0.14 

(1)Adjusted Gathering O&M Expense of $0.11 per Mcf for the quarter ended June 30, 2025 excludes a $0.04 per Mcf reduction to Gathering O&M Expense attributed to a change in segment reporting, which is fully offset in operating revenue.

On a per unit basis, third quarter adjusted total operating costs were $0.14 higher compared to the prior year, primarily due to higher per unit LOE and DD&A expense. Consistent with previous quarters this fiscal year, the increase in per unit LOE compared to the prior year was largely driven by additional third-party gathering expenses. The increase in DD&A expense was largely driven by the impact of ceiling test impairments Seneca recorded in fiscal 2025 that artificially lowered the per unit DD&A rate in the prior year.

Pipeline and Storage Segment

The Pipeline and Storage segment’s operations are carried out by National Fuel Gas Supply Corporation (“Supply Corporation”) and Empire Pipeline, Inc. (“Empire”). The Pipeline and Storage segment provides natural gas transportation and storage services to affiliated and non-affiliated companies through an integrated system of pipelines and underground natural gas storage fields in western New York and Pennsylvania.
Three Months Ended
June 30,
(in thousands)20262025Variance
GAAP Earnings$28,739 $28,857 $(118)
Adjusted EBITDA$66,933 $67,019 $(86)

The Pipeline and Storage segment’s third quarter GAAP earnings were in line with the prior year as an increase in operating revenues was offset by higher O&M and DD&A.

Operating revenues increased $1.0 million, primarily driven by higher transportation revenues related to new long-term contracts. O&M expense increased $1.2 million, primarily due to higher third-party and material costs.

Utility Segment

The Utility segment operations are carried out by National Fuel Gas Distribution Corporation (“Distribution Corporation”), which sells or transports natural gas to customers located in western New York and northwestern Pennsylvania.
Three Months Ended
June 30,
(in thousands)20262025Variance
GAAP Earnings$5,686 $4,997 $689 
Adjusted EBITDA$27,148 $25,743 $1,405 

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Page 5.

The Utility segment’s third quarter GAAP earnings increased $0.7 million, primarily as a result of higher customer margin (operating revenue less purchased gas sold) of $6.0 million. Contributors to increased customer margin included the implementation of year two of the three-year joint settlement in New York and revenue from the Utility’s Distribution System Improvement Charge in Pennsylvania. Partially offsetting this was an increase in O&M expense driven by higher employee-related costs (which were largely the result of new collective bargaining agreements) and an increase in uncollectible expense.

Corporate and All Other

Three Months Ended
June 30,
(in thousands)20262025Variance
GAAP Earnings$(7,678)$(703)$(6,975)
Costs related to the pending Ohio gas utility acquisition6,192 — 6,192 
Tax impact of costs related to the pending Ohio acquisition(1,435)— (1,435)
Net interest benefit from equity issuance related to pending acquisition(3,566)— (3,566)
Tax impact of net interest benefit from equity issuance826 — 826 
Interest expense from long-term debt issuances for pending Ohio acquisition, net of interest benefit1,129 — 1,129 
Tax impact of interest expense from long-term debt issuances, net of interest benefit(262)— (262)
Unrealized (gain) loss on other investments(1,064)(820)(244)
Tax impact of unrealized (gain) loss on other investments224 172 52 
Adjusted Earnings$(5,634)$(1,351)$(4,283)

The Company’s operations that are included in Corporate and All Other generated a combined net loss of $7.7 million in the third quarter, largely due to transaction and financing costs related to the pending Ohio gas utility acquisition.


EARNINGS TELECONFERENCE

A conference call to discuss the results will be held on Thursday, July 30, 2026, at 9 a.m. ET. All participants must pre-register to join this conference using the Participant Registration link. A webcast link to the conference call is provided under the Events Calendar on the NFG Investor Relations website at investor.nationalfuelgas.com, and a replay of the webcast will be available on the website following the call.

National Fuel is an integrated energy company reporting financial results for three operating segments: Integrated Upstream and Gathering, Pipeline and Storage, and Utility. Additional information about National Fuel is available at www.nationalfuel.com.

Analyst Contact:Ryan P. Vossler716-857-7158
Media Contact:Karen L. Merkel716-857-7654
Certain statements contained herein, including statements identified by the use of the words “anticipates,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “predicts,” “projects,” “believes,” “seeks,” “will,” “may” and similar expressions, and statements which are other than statements of historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The Company’s expectations, beliefs and projections contained herein are expressed in good faith and are believed to have a reasonable basis, but there can be no assurance that such expectations, beliefs or projections will result or be achieved or accomplished. In addition to other factors, the following are important factors that could cause actual results to differ materially from those discussed in the forward-looking statements: changes in laws, regulations or judicial interpretations to which the Company is subject, including those involving derivatives, taxes, safety, employment, climate change, other environmental matters, real property, and exploration and production activities such as hydraulic fracturing; governmental/regulatory actions, initiatives and proceedings, including those involving rate cases (which address, among other things, target rates of return, rate design, retained natural gas and system modernization), environmental/safety requirements, affiliate relationships, industry structure, and franchise renewal; changes in economic conditions, including the imposition of additional tariffs on U.S. imports and related retaliatory tariffs, inflationary pressures, supply chain issues, liquidity challenges, and global, national or regional recessions, and their effect on the demand for, and customers’ ability to pay for, the Company’s products and services; the Company’s ability to complete strategic transactions, such as the planned CenterPoint Ohio acquisition, including receipt of required regulatory clearances and satisfaction of other conditions to closing, and to recognize the anticipated benefits of such transactions; governmental/regulatory actions and/or market pressures to reduce or eliminate reliance on natural gas; the Company’s ability to estimate accurately the time and resources necessary to meet emissions targets; changes in the price of natural gas; impairments under the SEC’s full cost ceiling test for natural gas reserves; the creditworthiness or performance of the
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Page 6.

Company’s key suppliers, customers and counterparties; financial and economic conditions, including the availability of credit, and occurrences affecting the Company’s ability to obtain financing on acceptable terms for working capital, capital expenditures, other investments, and acquisitions, including any downgrades in the Company’s credit ratings and changes in interest rates and other capital market conditions; negotiations with the collective bargaining units representing the Company’s workforce, including potential work stoppages during negotiations; changes in price differentials between similar quantities of natural gas sold at different geographic locations, and the effect of such changes on commodity production, revenues and demand for pipeline transportation capacity to or from such locations; the impact of information technology disruptions, cybersecurity or data security breaches, including the impact of issues that may arise from the use of artificial intelligence technologies; factors affecting the Company’s ability to successfully identify, drill for and produce economically viable natural gas reserves, including among others geology, lease availability and costs, title disputes, weather conditions, water availability and disposal or recycling opportunities of used water, shortages, delays or unavailability of equipment and services required in drilling operations, insufficient gathering, processing and transportation capacity, the need to obtain governmental approvals and permits, and compliance with environmental laws and regulations; increased costs or delays or changes in plans with respect to Company projects or related projects of other companies, as well as difficulties or delays in obtaining necessary governmental approvals, permits or orders or in obtaining the cooperation of interconnecting facility operators; increasing health care costs and the resulting effect on health insurance premiums and on the obligation to provide other post-retirement benefits; other changes in price differentials between similar quantities of natural gas having different quality, heating value, hydrocarbon mix or delivery date; the cost and effects of legal and administrative claims against the Company or activist shareholder campaigns to effect changes at the Company; uncertainty of natural gas reserve estimates; significant differences between the Company’s projected and actual production levels for natural gas; changes in demographic patterns and weather conditions (including those related to climate change); changes in the availability, price or accounting treatment of derivative financial instruments; changes in laws, actuarial assumptions, the interest rate environment and the return on plan/trust assets related to the Company’s pension and other post-retirement benefits, which can affect future funding obligations and costs and plan liabilities; economic disruptions or uninsured losses resulting from major accidents, fires, severe weather, natural disasters, terrorist activities or acts of war, as well as economic and operational disruptions due to third-party outages; significant differences between the Company’s projected and actual capital expenditures and operating expenses; or increasing costs of insurance, changes in coverage and the ability to obtain insurance. The Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date thereof.
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Page 7.




NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES

GUIDANCE SUMMARY

As discussed on page 2, the Company is revising its adjusted earnings per share guidance for fiscal 2026. Additional details on the Company's forecast assumptions and business segment guidance are outlined in the table below. The acquisition of CenterPoint Energy's Ohio natural gas utility business still is expected to close in the fourth quarter of calendar 2026, as previously planned. As a result, this is not expected to impact fiscal 2026 guidance, which also excludes any financing or acquisition-related costs. Fiscal 2026 adjusted earnings per share guidance also excludes after-tax financing and acquisition related costs during the nine months ended June 30, 2026, which reduced earnings by $0.30 per share, and expected financing and acquisition related costs during the three months ending September 30, 2026.

The revised adjusted earnings per share guidance range also excludes certain items that impacted the comparability of adjusted operating results during the nine months ended June 30, 2026, including after-tax unrealized losses on other investments, which increased earnings by less than $0.01 per share. While the Company expects to record certain adjustments to unrealized gain or loss on investments during the remaining three months ending September 30, 2026, the amounts of these and other potential adjustments are not reasonably determinable at this time. As such, the Company is unable to provide earnings guidance other than on a non-GAAP basis.

Previous FY 2026 GuidanceUpdated FY 2026 Guidance
Consolidated Adjusted Earnings per Share$7.45 - $7.75$7.40 - $7.60
Consolidated Effective Tax Rate~ 25.5%~ 25.5%
Capital Expenditures (Millions)
    Integrated Upstream and Gathering$560 - $610
$580 - $605(1)
    Pipeline and Storage$210 - $250$235 - $265
    Utility$185 - $205$185 - $205
    Consolidated Capital Expenditures$955 - $1,065$1,000 - $1,075
Integrated Upstream & Gathering Segment Guidance
    Commodity Price Assumptions(price for remaining six months)(price for remaining three months)
    NYMEX natural gas price (per MMBtu)$3.00$3.00
    Appalachian basin spot price (per MMBtu)$2.20$2.15
    Production (Bcf)425 to 440420 to 430
    Integrated Operating Costs ($/Mcf)
    Upstream General and Administrative Expense~$0.18~$0.18
    Lease Operating Expense$0.16 - $0.17$0.15 - $0.16
    Gathering Operation and Maintenance Expense~$0.12~$0.12
    Depreciation, Depletion and Amortization $0.76 - $0.81$0.77 - $0.80
Pipeline and Storage Segment Revenues (Millions)
$420 - $435$420 - $435
Utility Segment Guidance (Millions)
    Customer Margin(2)
$470 - $490$470 - $490
    O&M Expense$250 – $260$250 – $260
    Non-Service Pension & OPEB Income$23 - $27$23 - $27

(1) Integrated Upstream and Gathering Capital Expenditures exclude $20 to $40 million of discretionary land spending.
(2) Customer Margin is defined as Operating Revenues less Purchased Gas Expense.






Page 8.

NATIONAL FUEL GAS COMPANY
RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS
QUARTER ENDED JUNE 30, 2026
(Unaudited)
Integrated
UpstreamPipeline &Corporate /
(Thousands of Dollars)& GatheringStorageUtilityAll Other
Consolidated(1)
Third quarter 2025 GAAP earnings$116,667 $28,857 $4,997 $(703)$149,818 
Items impacting comparability:
Unrealized (gain) loss on derivative asset45 45 
Tax impact of unrealized (gain) loss on derivative asset(12)(12)
Unrealized (gain) loss on other investments(820)(820)
Tax impact of unrealized (gain) loss on other investments
172 172 
Third quarter 2025 adjusted earnings116,700 28,857 4,997 (1,351)149,203 
Drivers of adjusted earnings(2)
Integrated Upstream and Gathering Revenues
Higher (lower) natural gas production(15,646)(15,646)
Higher (lower) realized natural gas prices, after hedging8,253 8,253 
Higher (lower) gathering revenues951 951 
Higher (lower) other operating revenues3,830 3,830 
Pipeline and Storage Revenues
Higher (lower) operating revenues760 760 
Utility Margins(3)
Impact of usage and weather(689)(689)
Impact of new rates in New York4,443 4,443 
Regulatory revenue adjustments304 304 
Higher (lower) other operating revenues644 644 
Operating Expenses
Lower (higher) lease operating expenses(2,592)(2,592)
Lower (higher) operating expenses(3,290)(960)(3,644)(2,500)(10,394)
Lower (higher) property, franchise and other taxes1,145 1,145 
Lower (higher) depreciation / depletion(2,672)(833)(3,505)
Other Income (Expense)
Higher (lower) other income635 (454)181 
(Higher) lower interest expense3,712 (637)3,075 
Income Taxes
Lower (higher) income tax expense / effective tax rate2,095 564 (711)(712)1,236 
All other / rounding(295)(284)342 20 (217)
Third quarter 2026 adjusted earnings112,191 28,739 5,686 (5,634)140,982 
Items impacting comparability:
Costs related to the pending Ohio gas utility acquisition(6,192)(6,192)
Tax impact of costs related to the pending Ohio gas utility acquisition1,435 1,435 
Net interest benefit from equity issuance related to pending acquisition3,566 3,566 
Tax impact of net interest benefit from equity issuance(826)(826)
Interest expense from long-term debt issuances for pending acquisition, net of interest benefit(1,129)(1,129)
Tax impact of interest expense from long-term debt issuances, net of interest benefit262 262 
Premiums paid on early redemption of debt(413)(413)
Tax impact of premiums paid on early redemption of debt96 96 
Unrealized gain (loss) on other investments1,064 1,064 
Tax impact of unrealized gain (loss) on other investments(224)(224)
Third quarter 2026 GAAP earnings$111,874 $28,739 $5,686 $(7,678)$138,621 
(1) Amounts do not reflect intercompany eliminations.
(2) Drivers of adjusted earnings have been calculated using the 21% federal statutory rate.
(3) Downstream margin defined as operating revenues less purchased gas expense.




Page 9.

NATIONAL FUEL GAS COMPANY
RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS PER SHARE
QUARTER ENDED JUNE 30, 2026
(Unaudited)
Integrated
UpstreamPipeline &Corporate /
& GatheringStorageUtilityAll Other
Consolidated(1)
Third quarter 2025 GAAP earnings per share$1.28 $0.32 $0.05 $(0.01)$1.64 
Items impacting comparability:
Unrealized (gain) loss on derivative asset, net of tax— 
Unrealized (gain) loss on other investments, net of tax(0.01)(0.01)
Rounding0.01 0.01 
Third quarter 2025 adjusted earnings per share1.28 0.32 0.05 (0.01)1.64 
Drivers of adjusted earnings(2)(4)
Integrated Upstream and Gathering Revenues
Higher (lower) natural gas production(0.17)(0.17)
Higher (lower) realized natural gas prices, after hedging0.09 0.09 
Higher (lower) gathering revenues0.01 0.01 
Higher (lower) other operating revenues0.04 0.04 
Pipeline and Storage Revenues
Higher (lower) operating revenues0.01 0.01 
Utility Margins(3)
Impact of usage and weather(0.01)(0.01)
Impact of new rates in New York0.05 0.05 
Regulatory revenue adjustments— — 
Higher (lower) other operating revenues0.01 0.01 
Operating Expenses
Lower (higher) lease operating expenses(0.03)(0.03)
Lower (higher) operating expenses(0.04)(0.01)(0.04)(0.03)(0.12)
Lower (higher) property, franchise and other taxes0.01 0.01 
Lower (higher) depreciation / depletion(0.03)(0.01)(0.04)
Other Income (Expense)
Higher (lower) other income0.01 — 0.01 
(Higher) lower interest expense0.04 (0.01)0.03 
Income Taxes
Lower (higher) income tax expense / effective tax rate0.02 0.01 (0.01)(0.01)0.01 
All other / rounding0.01 (0.02)0.01 — — 
Third quarter 2026 adjusted earnings per share(4)
1.23 0.31 0.06 (0.06)1.54 
Items impacting comparability(4):
Costs related to the pending Ohio gas utility acquisition, net of tax(0.05)(0.05)
Impact of equity issuance related to pending acquisition, net of interest benefits(0.06)(0.01)— 0.03 (0.04)
Interest expense from long-term debt issuances for pending acquisition, net of tax(0.01)(0.01)
Premiums paid on early redemption of debt, net of tax— — 
Unrealized gain (loss) on other investments, net of tax0.01 0.01 
Third quarter 2026 GAAP earnings per share$1.17 $0.30 $0.06 $(0.08)$1.45 
(1) Amounts do not reflect intercompany eliminations.
(2) Drivers of adjusted earnings have been calculated using the 21% federal statutory rate.
(3) Downstream margin defined as operating revenues less purchased gas expense.
(4) As a result of the equity issuance, drivers of adjusted earnings, third quarter 2026 adjusted earnings per share, and items impacting comparability for the third quarter 2026 have been calculated using adjusted diluted shares of 91,333,969.







Page 10.

NATIONAL FUEL GAS COMPANY
RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS
NINE MONTHS ENDED JUNE 30, 2026
(Unaudited)
Integrated
UpstreamPipeline &Corporate /
(Thousands of Dollars)& GatheringStorageUtilityAll Other
Consolidated(1)
Nine months ended June 30, 2025 GAAP earnings$221,205 $93,019 $101,040 $(4,102)$411,162 
Items impacting comparability:
Impairment of assets141,802 141,802 
Tax impact of impairment of assets(37,169)(37,169)
Premiums paid on early redemption of debt2,385 2,385 
Tax impact of premiums paid on early redemption of debt(642)(642)
Unrealized (gain) loss on derivative asset729 729 
Tax impact of unrealized (gain) loss on derivative asset(196)(196)
Unrealized (gain) loss on other investments1,780 1,780 
Tax impact of unrealized (gain) loss on other investments
(374)(374)
Nine months ended June 30, 2025 adjusted earnings328,114 93,019 101,040 (2,696)519,477 
Drivers of adjusted earnings(2)
Integrated Upstream and Gathering Revenues
Higher (lower) natural gas production1,406 1,406 
Higher (lower) realized natural gas prices, after hedging77,803 77,803 
Higher (lower) other operating revenues8,880 8,880 
Pipeline and Storage Revenues
Higher (lower) operating revenues2,481 2,481 
Utility Margins(3)
Impact of usage and weather
957 957 
Impact of new rates in New York10,520 10,520 
Regulatory revenue adjustments4,856 4,856 
Higher (lower) other operating revenues1,928 1,928 
Operating Expenses
Lower (higher) lease operating expenses(11,316)(11,316)
Lower (higher) operating expenses(9,061)(1,559)(10,298)(4,453)(25,371)
Lower (higher) depreciation / depletion(14,945)(2,359)(2,578)(19,882)
Other Income (Expense)
Higher (lower) other income(1,081)862 708 489 
(Higher) lower interest expense10,510 (717)(1,949)7,844 
Income Taxes
Lower (higher) income tax expense / effective tax rate
(2,288)1,140 (1,290)(741)(3,179)
All other / rounding(835)(76)(155)69 (997)
Nine months ended June 30, 2026 adjusted earnings388,268 91,565 105,125 (9,062)575,896 
Items impacting comparability:
Costs related to the pending Ohio gas utility acquisition(16,378)(16,378)
Tax impact of costs related to the pending Ohio gas utility acquisition3,796 3,796 
Net interest benefit from equity issuance7,497 7,497 
Tax impact of net interest benefit from equity issuance(1,738)(1,738)
Interest expense from long-term debt issuances for pending acquisition, net of interest benefit (1,129)(1,129)
Tax impact of interest expense from long-term debt issuances, net of interest benefit262 262 
Premiums paid on early redemption of debt(413)(413)
Tax impact of premiums paid on early redemption of debt96 96 
Unrealized gain (loss) on other investments
57 57 
Tax impact of unrealized gain (loss) on other investments
(12)(12)
Nine months ended June 30, 2026 GAAP earnings$387,951 $91,565 $105,125 $(16,707)$567,934 
(1) Amounts do not reflect intercompany eliminations.
(2) Drivers of adjusted earnings have been calculated using the 21% federal statutory rate.
(3) Downstream margin defined as operating revenues less purchased gas expense.



Page 11.

NATIONAL FUEL GAS COMPANY
RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS PER SHARE
NINE MONTHS ENDED JUNE 30, 2026
(Unaudited)
Integrated
UpstreamPipeline &Corporate /
& GatheringStorageUtilityAll Other
Consolidated(1)
Nine months ended June 30, 2025 GAAP earnings per share$2.42 $1.02 $1.11 $(0.04)$4.51 
Items impacting comparability:
Impairment of assets, net of tax1.14 1.14 
Premiums paid on early redemption of debt, net of tax0.02 0.02 
Unrealized (gain) loss on derivative asset, net of tax0.01 0.01 
Unrealized (gain) loss on other investments, net of tax0.02 0.02 
Rounding(0.01)(0.01)
Nine months ended June 30, 2025 adjusted earnings per share3.59 1.02 1.11 (0.03)5.69 
Drivers of adjusted earnings(2)(4)
Integrated Upstream and Gathering Revenues
Higher (lower) natural gas production0.02 0.02 
Higher (lower) realized natural gas prices, after hedging0.85 0.85 
Higher (lower) other operating revenues0.10 0.10 
Pipeline and Storage Revenues
Higher (lower) operating revenues0.03 0.03 
Utility Margins(3)
Impact of usage and weather
0.01 0.01 
Impact of new rates in New York0.12 0.12 
Regulatory revenue adjustments0.05 0.05 
Higher (lower) other operating revenues0.02 0.02 
Operating Expenses
Lower (higher) lease operating expenses(0.12)(0.12)
Lower (higher) operating expenses(0.10)(0.02)(0.11)(0.05)(0.28)
Lower (higher) depreciation / depletion(0.16)(0.03)(0.03)(0.22)
Other Income (Expense)
Higher (lower) other income(0.01)0.01 0.01 0.01 
(Higher) lower interest expense0.12 (0.01)(0.02)0.09 
Income Taxes
Lower (higher) income tax expense / effective tax rate
(0.03)0.01 (0.01)(0.01)(0.04)
All other / rounding(0.02)— (0.01)0.01 (0.02)
Nine months ended June 30, 2026 adjusted earnings per share(4)
4.25 1.00 1.15 (0.09)6.31 
Items impacting comparability(4):
Costs related to the pending Ohio gas utility acquisition, net of tax(0.14)(0.14)
Impact of equity issuance related to pending acquisition, net of interest benefits(0.14)(0.03)(0.04)0.06 (0.15)
Interest expense from long-term debt issuances for pending acquisition, net of tax(0.01)(0.01)
Premiums paid on early redemption of debt, net of tax— — 
Unrealized gain (loss) on other investments, net of tax— — 
Nine months ended June 30, 2026 GAAP earnings per share$4.11 $0.97 $1.11 $(0.18)$6.01 
(1) Amounts do not reflect intercompany eliminations.
(2) Drivers of adjusted earnings have been calculated using the 21% federal statutory rate.
(3) Downstream margin defined as operating revenues less purchased gas expense.
(4) As a result of the equity issuance, drivers of adjusted earnings, nine months ended June 30, 2026 adjusted earnings per share, and items impacting comparability for the nine months ended June 30, 2026 have been calculated using adjusted diluted shares of 91,284,991.



Page 12.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
(Thousands of Dollars, except per share amounts)
Three Months EndedNine Months Ended
June 30,June 30,
(Unaudited)(Unaudited)
SUMMARY OF OPERATIONS2026202520262025
Operating Revenues:
Utility Revenues$165,422 $157,446 $850,258 $729,445 
Integrated Upstream and Gathering Revenues302,516 306,402 984,561 873,901 
Pipeline and Storage Revenues69,559 67,982 212,558 207,916 
537,497 531,830 2,047,377 1,811,262 
Operating Expenses:
Purchased Gas29,878 27,986 323,335 228,661 
Operation and Maintenance:
Utility60,592 56,053 187,549 174,744 
Integrated Upstream and Gathering and Other63,534 47,137 180,904 137,312 
Pipeline and Storage31,013 29,814 88,459 86,544 
Property, Franchise and Other Taxes22,482 24,180 72,519 71,450 
Depreciation, Depletion and Amortization121,058 116,408 362,412 337,055 
Impairment of Assets— — — 141,802 
328,557 301,578 1,215,178 1,177,568 
Operating Income208,940 230,252 832,199 633,694 
Other Income (Expense):
Other Income (Deductions)11,866 8,534 37,100 31,486 
Interest Expense on Long-Term Debt(33,181)(34,333)(96,776)(107,356)
Other Interest Expense(2,831)(3,556)(16,344)(13,033)
Income Before Income Taxes184,794 200,897 756,179 544,791 
Income Tax Expense46,173 51,079 188,245 133,629 
Net Income Available for Common Stock$138,621 $149,818 $567,934 $411,162 
Earnings Per Common Share
Basic$1.46 $1.66 $6.06 $4.54 
Diluted$1.45 $1.64 $6.01 $4.51 
Weighted Average Common Shares:
Used in Basic Calculation95,034,93590,358,01893,730,19190,546,228
Used in Diluted Calculation95,736,48291,139,55694,445,77191,247,547










Page 13.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30,September 30,
(Thousands of Dollars)20262025
ASSETS
Property, Plant and Equipment$16,097,040 $15,406,329 
Less - Accumulated Depreciation, Depletion and Amortization8,002,972 7,693,687 
Net Property, Plant and Equipment
8,094,068 7,712,642 
Current Assets:
Cash and Temporary Cash Investments1,235,178 43,166 
Receivables - Net227,913 180,801 
Unbilled Revenue16,916 16,219 
Gas Stored Underground12,838 33,468 
Materials and Supplies - at average cost51,232 50,545 
Unrecovered Purchased Gas Costs2,136 5,769 
Other Current Assets67,660 80,759 
Total Current Assets
1,613,873 410,727 
Other Assets:
Recoverable Future Taxes98,996 89,247 
Unamortized Debt Expense5,821 6,236 
Other Regulatory Assets123,464 135,486 
Deferred Charges117,345 73,941 
Other Investments66,946 68,346 
Goodwill5,476 5,476 
Prepaid Pension and Post-Retirement Benefit Costs187,737 169,228 
Fair Value of Derivative Financial Instruments127,630 39,388 
Other10,411 8,387 
Total Other Assets
743,826 595,735 
Total Assets$10,451,767 $8,719,104 
CAPITALIZATION AND LIABILITIES
Capitalization:
Comprehensive Shareholders' Equity
Common Stock, $1 Par Value Authorized - 200,000,000 Shares; Issued and
Outstanding - 95,035,675 Shares and 90,379,095 Shares, Respectively
$95,036 $90,379 
Paid in Capital1,393,023 1,050,918 
Earnings Reinvested in the Business2,426,044 2,012,529 
Accumulated Other Comprehensive Income (Loss)9,576 (59,222)
Total Comprehensive Shareholders' Equity3,923,679 3,094,604 
Long-Term Debt, Net of Current Portion and Unamortized Discount and Debt Issuance Costs3,567,401 2,382,861 
Total Capitalization
7,491,080 5,477,465 
Current and Accrued Liabilities:
Notes Payable to Banks and Commercial Paper— 150,200 
Current Portion of Long-Term Debt— 300,000 
Accounts Payable146,096 184,046 
Amounts Payable to Customers752 968 
Dividends Payable52,745 48,353 
Interest Payable on Long-Term Debt34,475 14,393 
Customer Advances— 17,188 
Customer Security Deposits27,723 29,853 
Other Accruals and Current Liabilities241,398 174,689 
Fair Value of Derivative Financial Instruments1,027 6,074 
Total Current and Accrued Liabilities
504,216 925,764 
Other Liabilities:
Deferred Income Taxes1,353,287 1,225,262 
Taxes Refundable to Customers302,149 306,335 
Cost of Removal Regulatory Liability319,921 307,659 
Other Regulatory Liabilities116,935 121,944 
Pension and Other Post-Retirement Liabilities3,768 5,252 
Asset Retirement Obligations223,021 236,787 
Other Liabilities137,390 112,636 
Total Other Liabilities2,456,471 2,315,875 
Commitments and Contingencies— — 
Total Capitalization and Liabilities$10,451,767 $8,719,104 




Page 14.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
June 30,
(Thousands of Dollars)20262025
Operating Activities:
Net Income Available for Common Stock$567,934 $411,162 
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
  
Impairment of Assets— 141,802 
Depreciation, Depletion and Amortization362,412 337,055 
Deferred Income Taxes88,936 60,754 
Premium Paid on Early Redemption of Debt413 2,385 
Stock-Based Compensation14,801 15,721 
Other17,695 19,296 
Change in:  
Receivables and Unbilled Revenue(47,233)(95,254)
Gas Stored Underground and Materials and Supplies19,943 18,803 
Unrecovered Purchased Gas Costs3,633 (2,903)
Other Current Assets13,054 28,038 
Accounts Payable1,744 
Amounts Payable to Customers(216)(18,445)
Customer Advances(17,188)(19,373)
Customer Security Deposits(2,130)(7,526)
Other Accruals and Current Liabilities57,892 44,283 
Other Assets(15,919)(35,348)
Other Liabilities(29,494)(39,918)
Net Cash Provided by Operating Activities$1,034,535 $862,276 
Investing Activities:
Capital Expenditures$(764,515)$(627,316)
Other10,302 9,352 
Net Cash Used in Investing Activities$(754,213)$(617,964)
Financing Activities:
Changes in Notes Payable to Banks and Commercial Paper$(150,200)$(29,200)
Shares Repurchased Under Repurchase Plan— (54,430)
Reduction of Long-Term Debt(601,239)(1,004,086)
Net Proceeds From Issuance of Long-Term Debt1,481,195 988,731 
Dividends Paid on Common Stock(150,027)(140,098)
Net Proceeds from Common Stock Sale338,396 — 
Net Repurchases of Common Stock Under Stock and Benefit Plans(6,435)(4,134)
Net Cash Provided by (Used in) Financing Activities$911,690 $(243,217)
Net Increase in Cash and Cash Equivalents1,192,012 1,095 
Cash and Cash Equivalents at Beginning of Period43,166 38,222 
Cash and Cash Equivalents at June 30$1,235,178 $39,317 










Page 15.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
SEGMENT OPERATING RESULTS AND STATISTICS
(UNAUDITED)
INTEGRATED UPSTREAM AND GATHERING SEGMENT
Three Months Ended Nine Months Ended
(Thousands of Dollars, except per share amounts)June 30,June 30,
20262025Variance20262025Variance
Total Operating Revenues$302,516 $306,402 $(3,886)$984,561 $873,901 $110,660 
Operating Expenses:
Operation and Maintenance:
Upstream General and Administrative Expense17,487 18,602 (1,115)55,365 56,776 (1,411)
Lease Operating Expense15,847 12,566 3,281 50,034 35,710 14,324 
Gathering Operation and Maintenance Expense13,595 7,865 5,730 37,788 23,760 14,028 
All Other Operation and Maintenance Expense3,366 3,816 (450)9,847 10,994 (1,147)
Property, Franchise and Other Taxes3,693 5,142 (1,449)12,118 12,572 (454)
Depreciation, Depletion and Amortization83,078 79,696 3,382 247,888 228,970 18,918 
Impairment of Assets— — — — 141,802 (141,802)
137,066 127,687 9,379 413,040 510,584 (97,544)
Operating Income165,450 178,715(13,265)571,521 363,317208,204 
Other Income (Expense):
 Non-Service Pension and Post-Retirement Benefit Credit (Cost)(81)36 (117)(244)110 (354)
Interest and Other Income414 44 370 986 568 418 
Interest Expense on Long-Term Debt(493)— (493)(493)(3,283)2,790 
Interest Expense(13,016)(17,795)4,779 (44,260)(56,746)12,486 
Income Before Income Taxes152,274 161,000 (8,726)527,510 303,966 223,544 
Income Tax Expense40,400 44,333 (3,933)139,559 82,761 56,798 
Net Income$111,874 $116,667 $(4,793)$387,951 $221,205 $166,746 
Net Income Per Share (Diluted)$1.17 $1.28 $(0.11)$4.11 $2.42 $1.69 













Page 16.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
SEGMENT OPERATING RESULTS AND STATISTICS
(UNAUDITED)
PIPELINE AND STORAGE SEGMENT
Three Months Ended Nine Months Ended
(Thousands of Dollars, except per share amounts)June 30,June 30,
20262025Variance20262025Variance
Revenues from External Customers$69,559 $67,982 $1,577 $212,558 $207,916 $4,642 
Intersegment Revenues36,982 37,597 (615)112,347 113,849 (1,502)
Total Operating Revenues106,541 105,579 962 324,905 321,765 3,140 
Operating Expenses:
Purchased Gas(67)(164)97 (74)(42)(32)
Operation and Maintenance31,479 30,264 1,215 89,913 87,940 1,973 
Property, Franchise and Other Taxes8,196 8,460 (264)25,178 25,727 (549)
Depreciation, Depletion and Amortization19,656 18,601 1,055 58,719 55,733 2,986 
59,264 57,161 2,103 173,736 169,358 4,378 
Operating Income47,277 48,418 (1,141)151,169 152,407 (1,238)
Other Income (Expense):
Non-Service Pension and Post-Retirement Benefit Credit537 952 (415)1,610 2,857 (1,247)
Interest and Other Income2,077 1,111 966 4,441 4,945 (504)
Interest Expense(11,735)(11,209)(526)(35,314)(34,637)(677)
Income Before Income Taxes38,156 39,272 (1,116)121,906 125,572 (3,666)
Income Tax Expense9,417 10,415 (998)30,341 32,553 (2,212)
Net Income$28,739 $28,857 $(118)$91,565 $93,019 $(1,454)
Net Income Per Share (Diluted)$0.30 $0.32 $(0.02)$0.97 $1.02 $(0.05)



Page 17.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
SEGMENT OPERATING RESULTS AND STATISTICS
(UNAUDITED)
UTILITY SEGMENT
Three Months Ended Nine Months Ended
(Thousands of Dollars, except per share amounts)June 30,June 30,
20262025Variance20262025Variance
Revenues from External Customers$165,422 $157,446 $7,976 $850,258 $729,445 $120,813 
Intersegment Revenues78 77 294 279 15 
Total Operating Revenues165,500 157,523 7,977 850,552 729,724 120,828 
Operating Expenses:
Purchased Gas66,239 64,292 1,947 433,384 337,541 95,843 
Operation and Maintenance61,652 57,039 4,613 190,778 177,742 13,036 
Property, Franchise and Other Taxes10,461 10,449 12 34,827 32,761 2,066 
Depreciation, Depletion and Amortization18,090 17,945 145 55,171 51,908 3,263 
156,442 149,725 6,717 714,160 599,952 114,208 
Operating Income9,058 7,798 1,260 136,392 129,772 6,620 
Other Income (Expense):
 Non-Service Pension and Post-Retirement Benefit Credit5,220 5,328 (108)23,032 23,498 (466)
Interest and Other Income1,054 628 426 3,426 1,869 1,557 
Interest Expense(10,764)(10,958)194 (33,508)(32,601)(907)
Income Before Income Taxes4,568 2,796 1,772 129,342 122,538 6,804 
Income Tax Expense (Benefit)(1,118)(2,201)1,083 24,217 21,498 2,719 
Net Income$5,686 $4,997 $689 $105,125 $101,040 $4,085 
Net Income Per Share (Diluted)$0.06 $0.05 $0.01 $1.11 $1.11 $— 



























Page 18.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
SEGMENT OPERATING RESULTS AND STATISTICS
(UNAUDITED)
Three Months Ended Nine Months Ended
(Thousands of Dollars, except per share amounts)June 30,June 30,
ALL OTHER20262025Variance20262025Variance
Total Operating Revenues$— $— $— $— $— $— 
Operating Expenses:
Operation and Maintenance— — — — — — 
— — — — — — 
Operating Loss— — — — — — 
Other Income (Expense):
Interest and Other Income (Deductions)(172)(131)(41)1,053 (489)1,542 
Interest Expense(122)(141)19 (376)(389)13 
Income (Loss) before Income Taxes(294)(272)(22)677 (878)1,555 
Income Tax Expense (Benefit)(72)(63)(9)154 (204)358 
Net Income (Loss)$(222)$(209)$(13)$523 $(674)$1,197 
Net Income (Loss) Per Share (Diluted)$— $— $— $— $(0.01)$0.01 
Three Months Ended Nine Months Ended
June 30,June 30,
CORPORATE20262025Variance20262025Variance
Revenues from External Customers$— $— $— $— $— $— 
Intersegment Revenues1,436 1,341 95 4,307 4,024 283 
Total Operating Revenues1,436 1,341 95 4,307 4,024 283 
Operating Expenses:
Operation and Maintenance13,915 5,725 8,190 30,160 14,992 15,168 
Property, Franchise and Other Taxes132 129 396 390 
Depreciation, Depletion and Amortization234 166 68 634 444 190 
14,281 6,020 8,261 31,190 15,826 15,364 
Operating Loss(12,845)(4,679)(8,166)(26,883)(11,802)(15,081)
Other Income (Expense):
Non-Service Pension and Post-Retirement Benefit Costs(217)(212)(5)(652)(635)(17)
Interest and Other Income39,151 41,073 (1,922)116,316 123,918 (7,602)
Interest Expense on Long-Term Debt(32,688)(34,333)1,645 (96,283)(104,073)7,790 
Other Interest Expense(3,311)(3,748)437 (15,754)(13,815)(1,939)
Loss before Income Taxes(9,910)(1,899)(8,011)(23,256)(6,407)(16,849)
Income Tax Benefit(2,454)(1,405)(1,049)(6,026)(2,979)(3,047)
Net Loss$(7,456)$(494)$(6,962)$(17,230)$(3,428)$(13,802)
Net Loss Per Share (Diluted)$(0.08)$(0.01)$(0.07)$(0.18)$(0.03)$(0.15)
Three Months Ended Nine Months Ended
June 30,June 30,
INTERSEGMENT ELIMINATIONS20262025Variance20262025Variance
Intersegment Revenues$(38,496)$(39,015)$519 $(116,948)$(118,152)$1,204 
Operating Expenses:
Purchased Gas(36,294)(36,142)(152)(109,975)(108,838)(1,137)
Operation and Maintenance(2,202)(2,873)671 (6,973)(9,314)2,341 
(38,496)(39,015)519 (116,948)(118,152)1,204 
Operating Income— — — — — — 
Other Income (Expense):
Interest and Other Deductions(36,117)(40,295)4,178 (112,868)(125,155)12,287 
Interest Expense36,117 40,295 (4,178)112,868 125,155 (12,287)
Net Income$— $— $— $— $— $— 
Net Income Per Share (Diluted)$— $— $— $— $— $— 




Page 19.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
SEGMENT INFORMATION (Continued)
(Thousands of Dollars)
Three Months Ended Nine Months Ended
June 30,June 30,
(Unaudited)(Unaudited)
IncreaseIncrease
20262025(Decrease)20262025(Decrease)
Capital Expenditures:
Integrated Upstream and Gathering$146,327 
(1)
$150,007 
(3)
$(3,680)$453,903 
(1)(2)
$412,519 
(3)(4)
$41,384 
Pipeline and Storage91,571 
(1)
22,700 
(3)
68,871 166,199 
(1)(2)
58,117 
(3)(4)
108,082 
Utility46,956 
(1)
50,025 
(3)
(3,069)120,550 
(1)(2)
128,322 
(3)(4)
(7,772)
Total Reportable Segments284,854 222,732 62,122 740,652 598,958 141,694 
All Other— — — — — — 
Corporate4,009 138 3,871 4,434 518 3,916 
Eliminations— — — (546)(3,520)2,974 
Total Capital Expenditures$288,863 $222,870 $65,993 $744,540 $595,956 $148,584 

(1)Capital expenditures for the quarter and nine months ended June 30, 2026, include accounts payable and accrued liabilities related to capital expenditures of $65.7 million, $29.0 million, $7.2 million and $3.4 million in the Integrated Upstream and Gathering segment, Pipeline and Storage segment, Utility segment and Corporate category, respectively. These amounts have been excluded from the Consolidated Statement of Cash Flows at June 30, 2026, since they represent non-cash investing activities at that date.

(2)Capital expenditures for the nine months ended June 30, 2026, exclude capital expenditures of $87.9 million, $19.4 million and $18.0 million in the Integrated Upstream and Gathering segment, Pipeline and Storage segment and Utility segment, respectively. These amounts were in accounts payable and accrued liabilities at September 30, 2025 and paid during the nine months ended June 30, 2026. These amounts were excluded from the Consolidated Statement of Cash Flows at September 30, 2025, since they represented non-cash investing activities at that date. These amounts have been included in the Consolidated Statement of Cash Flows at June 30, 2026.

(3)Capital expenditures for the quarter and nine months ended June 30, 2025, include accounts payable and accrued liabilities related to capital expenditures of $73.1 million, $5.7 million and $9.8 million in the Integrated Upstream and Gathering segment, Pipeline and Storage segment and Utility segment, respectively. These amounts were excluded from the Consolidated Statement of Cash Flows at June 30, 2025, since they represented non-cash investing activities at that date.

(4)Capital expenditures for the nine months ended June 30, 2025, exclude capital expenditures of $85.0 million, $14.4 million and $20.6 million in the Integrated Upstream and Gathering segment, Pipeline and Storage segment and Utility segment, respectively. These amounts were in accounts payable and accrued liabilities at September 30, 2024 and paid during the nine months ended June 30, 2025. These amounts were excluded from the Consolidated Statement of Cash Flows at September 30, 2024, since they represented non-cash investing activities at that date. These amounts have been included in the Consolidated Statement of Cash Flows at June 30, 2025.

DEGREE DAYS
Percent Colder
(Warmer) Than:
Three Months Ended June 30,Normal20262025
  Normal (1)
Last Year (1)
Buffalo, NY843797825(5.5)(3.4)
Erie, PA776711813(8.4)(12.5)
Nine Months Ended June 30,
Buffalo, NY6,1956,3605,8252.7 9.2 
Erie, PA5,6935,9115,5273.8 6.9 
(1)Percents compare actual 2026 degree days to normal degree days and actual 2026 degree days to actual 2025 degree days.





Page 20.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
INTEGRATED UPSTREAM AND GATHERING INFORMATION
Three Months Ended Nine Months Ended
June 30,June 30,
IncreaseIncrease
20262025(Decrease)20262025(Decrease)
Gas Production/Prices:
Production (MMcf)
Appalachia104,285 111,588 (7,303)315,470 314,819 651 
Average Prices (Per Mcf)
Weighted Average$2.25 $2.69 $(0.44)$2.97 $2.66 $0.31 
Weighted Average after Hedging$2.81 $2.71 $0.10 $3.05 $2.73 $0.32 
Selected Operating Performance Statistics:
Upstream General and Administrative Expense per Mcf (1)
$0.17 $0.17 $— $0.18 $0.18 $— 
Lease Operating Expense per Mcf (1)
$0.15 $0.11 $0.04 $0.16 $0.11 $0.05 
Adjusted Gathering Operation and Maintenance Expense per Mcf (1)(2)
$0.13 $0.11 $0.02 $0.12 $0.11 $0.01 
Depreciation, Depletion and Amortization per Mcf (1)
$0.80 $0.71 $0.09 $0.79 $0.73 $0.06 

(1)Refer to page 15 for the Upstream General and Administrative Expense, Lease Operating Expense, Gathering Operation and Maintenance Expense, and Depreciation, Depletion, and Amortization Expense for the Integrated Upstream and Gathering segment.
(2)Adjusted Gathering O&M Expense of $0.11 per Mcf for both the three and nine months ended June 30, 2025, exclude a $0.04 per Mcf and $0.03 per Mcf reduction, respectively, to Gathering O&M Expense attributed to a change in segment reporting, which is fully offset in operating revenue.















Page 21.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
Pipeline and Storage Throughput - (millions of cubic feet - MMcf)
Three Months Ended Nine Months Ended
June 30,June 30,
IncreaseIncrease
20262025(Decrease)20262025(Decrease)
Firm Transportation - Affiliated17,166 20,123 (2,957)97,184 101,233 (4,049)
Firm Transportation - Non-Affiliated162,182 158,910 3,272 543,183 515,411 27,772 
Interruptible Transportation935 149 786 1,543 665 878 
180,283 179,182 1,101 641,910 617,309 24,601 
Utility Throughput - (MMcf)
Three Months Ended Nine Months Ended
June 30,June 30,
IncreaseIncrease
20262025(Decrease)20262025(Decrease)
Retail Sales:
Residential Sales9,253 10,151 (898)64,029 60,738 3,291 
Commercial Sales1,260 1,658 (398)10,389 9,997 392 
Industrial Sales95 93 590 594 (4)
10,608 11,902 (1,294)75,008 71,329 3,679 
Transportation12,756 13,853 (1,097)57,927 55,881 2,046 
23,364 25,755 (2,391)132,935 127,210 5,725 







Page 22.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES

In addition to financial measures calculated in accordance with generally accepted accounting principles (GAAP), this press release contains information regarding adjusted earnings, adjusted EBITDA, and free cash flow, which are non-GAAP financial measures. The Company believes that these non-GAAP financial measures are useful to investors because they provide an alternative method for assessing the Company's ongoing operating results or liquidity and for comparing the Company’s financial performance to other companies. The Company's management uses these non-GAAP financial measures for the same purpose, and for planning and forecasting purposes. The presentation of non-GAAP financial measures is not meant to be a substitute for financial measures in accordance with GAAP.

Management defines adjusted earnings as reported GAAP earnings before items impacting comparability. The following table reconciles National Fuel's reported GAAP earnings to adjusted earnings for the three and nine months ended June 30, 2026 and 2025:
Three Months Ended Nine Months Ended
June 30,June 30,
(in thousands except per share amounts)2026202520262025
Reported GAAP Earnings$138,621 $149,818 $567,934 $411,162 
Items impacting comparability:
Impairment of assets— — — 141,802 
Tax impact of impairment of assets— — — (37,169)
Premiums paid on early redemption of debt413 — 413 2,385 
Tax impact of premiums paid on early redemption of debt(96)— (96)(642)
Unrealized (gain) loss on derivative asset— 45 — 729 
Tax impact of unrealized (gain) loss on derivative asset— (12)— (196)
Costs related to the pending Ohio gas utility acquisition6,192 — 16,378 — 
Tax impact of costs related to the pending Ohio gas utility acquisition(1,435)— (3,796)— 
Net interest benefit from equity issuance(3,566)— (7,497)— 
Tax impact of net interest benefit from equity issuance826 — 1,738 — 
Interest expense from long-term debt issuances for pending acquisition, net of interest benefit1,129 — 1,129 — 
Tax impact of interest expense from long-term debt issuances, net of interest benefit(262)— (262)— 
Unrealized (gain) loss on other investments(1,064)(820)(57)1,780 
Tax impact of unrealized (gain) loss on other investments224 172 12 (374)
Adjusted Earnings$140,982 $149,203 $575,896 $519,477 
Reported GAAP Earnings Per Share$1.45 $1.64 $6.01 $4.51 
Items impacting comparability:
Impairment of assets, net of tax— — — 1.14 
Premiums paid on early redemption of debt, net of tax— — — 0.02 
Unrealized (gain) loss on derivative asset, net of tax— — — 0.01 
Costs related to the pending Ohio gas utility acquisition, net of tax0.05 — 0.14 — 
Impact of equity issuance related to pending acquisition, net of interest benefits0.04 — 0.15 — 
Interest expense from long-term debt issuances for pending acquisition, net of tax0.01 — 0.01 — 
Unrealized (gain) loss on other investments, net of tax(0.01)(0.01)— 0.02 
Rounding— 0.01 — (0.01)
Adjusted Earnings Per Share$1.54 $1.64 $6.31 $5.69 

























Page 23.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES


Management defines adjusted EBITDA as reported GAAP earnings before the following items: interest expense, income taxes, depreciation, depletion and amortization, other income and deductions, impairments, and other items reflected in operating income that impact comparability. The following tables reconcile National Fuel's reported GAAP earnings to adjusted EBITDA for the three and nine months ended June 30, 2026 and 2025:
Three Months Ended Nine Months Ended
June 30,June 30,
(in thousands)2026202520262025
Reported GAAP Earnings$138,621 $149,818 $567,934 $411,162 
Depreciation, Depletion and Amortization121,058 116,408 362,412 337,055 
Other (Income) Deductions(11,866)(8,534)(37,100)(31,486)
Interest Expense36,012 37,889 113,120 120,389 
Income Taxes46,173 51,079 188,245 133,629 
Impairment of Assets— — — 141,802 
Costs related to the pending Ohio gas utility acquisition (1)
5,025 — 9,531 — 
Adjusted EBITDA$335,023 $346,660 $1,204,142 $1,112,551 
Adjusted EBITDA by Segment
Integrated Upstream and Gathering Adjusted EBITDA$248,528 $258,411 $819,409 $734,089 
Pipeline and Storage Adjusted EBITDA66,933 67,019 209,888 208,140 
Utility Adjusted EBITDA27,148 25,743 191,563 181,680 
Corporate and All Other Adjusted EBITDA(7,586)(4,513)(16,718)(11,358)
Total Adjusted EBITDA$335,023 $346,660 $1,204,142 $1,112,551 
(1)For the three months and nine months ended June 30, 2026, costs represent a portion of acquisition costs recognized in O&M expense for the pending Ohio gas utility acquisition. The remaining $1.2 million and $6.8 million of acquisition costs for the three months and nine months ended June 30, 2026, respectively, are recognized in interest expense.


































Page 24.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES
SEGMENT ADJUSTED EBITDA

Three Months Ended Nine Months Ended
June 30,June 30,
(in thousands)2026202520262025
Integrated Upstream and Gathering Segment
Reported GAAP Earnings$111,874 $116,667 $387,951 $221,205 
Depreciation, Depletion and Amortization83,078 79,696 247,888 228,970 
Other (Income) Deductions(333)(80)(742)(678)
Interest Expense13,509 17,795 44,753 60,029 
Income Taxes40,400 44,333 139,559 82,761 
Impairment of Assets— — — 141,802 
Adjusted EBITDA$248,528 $258,411 $819,409 $734,089 
Pipeline and Storage Segment
Reported GAAP Earnings$28,739 $28,857 $91,565 $93,019 
Depreciation, Depletion and Amortization19,656 18,601 58,719 55,733 
Other (Income) Deductions(2,614)(2,063)(6,051)(7,802)
Interest Expense11,735 11,209 35,314 34,637 
Income Taxes9,417 10,415 30,341 32,553 
Adjusted EBITDA$66,933 $67,019 $209,888 $208,140 
Utility Segment
Reported GAAP Earnings$5,686 $4,997 $105,125 $101,040 
Depreciation, Depletion and Amortization18,090 17,945 55,171 51,908 
Other (Income) Deductions(6,274)(5,956)(26,458)(25,367)
Interest Expense10,764 10,958 33,508 32,601 
Income Taxes(1,118)(2,201)24,217 21,498 
Adjusted EBITDA$27,148 $25,743 $191,563 $181,680 
Corporate and All Other
Reported GAAP Earnings$(7,678)$(703)$(16,707)$(4,102)
Depreciation, Depletion and Amortization234 166 634 444 
Other (Income) Deductions(2,645)(435)(3,849)2,361 
Interest Expense(2,073)(455)(6,878)
Income Taxes(2,526)(1,468)(5,872)(3,183)
Costs related to the pending Ohio gas utility acquisition5,025 — 9,531 — 
Adjusted EBITDA$(7,586)$(4,513)$(16,718)$(11,358)




















Page 25.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES
FREE CASH FLOW


Management defines free cash flow as net cash provided by operating activities, less net cash used in investing activities, adjusted for acquisitions and divestitures. The following table reconciles National Fuel's free cash flow to Net Cash Provided by Operating Activities on the Consolidated Statement of Cash Flows for the nine months ended June 30, 2026 and 2025:

Nine Months Ended
June 30,
(in thousands)20262025
Net Cash Provided by Operating Activities$1,034,535 $862,276 
Less:
Net Cash Used in Investing Activities754,213 617,964 
Proceeds from Divestitures— — 
280,322 244,312 
Plus:
Acquisitions— — 
Free Cash Flow$280,322 $244,312 

The Company is unable to provide a reconciliation of any projected free cash flow measure to its comparable GAAP financial measure without unreasonable efforts. This is due to an inability to calculate the comparable GAAP projected metrics, including operating income and total production costs, given the unknown effect, timing, and potential significance of certain income statement items.



Filing Exhibits & Attachments

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