National Fuel Gas (NYSE: NFG) registers 4.4M shares for resale holders

Rhea-AI Filing Summary

National Fuel Gas Company filed a prospectus supplement to its existing shelf registration to register for resale up to 4,402,513 shares of its common stock. These shares may be sold by the selling stockholders named in the prospectus supplement, who originally acquired the stock in a private placement financing described in a prior filing made on December 15, 2025. The prospectus supplement relates to the company’s Form S-3 shelf registration statement that became effective after being filed on August 11, 2023.

Along with the prospectus supplement, the company is filing a legal opinion from its counsel, Lowenstein Sandler LLP, covering the validity of the common stock being registered, which is included as Exhibit 5.1, together with a related consent in Exhibit 23.1 and an Inline XBRL cover page data file as Exhibit 104.

NATIONAL FUEL GAS CO false 0000070145 0000070145 2025-12-29 2025-12-29

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): December 29, 2025

NATIONAL FUEL GAS COMPANY

(Exact name of registrant as specified in its charter)

New Jersey		1-3880		13-1086010
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

6363 Main Street
Williamsville, New York		14221
(Address of principal executive offices)		(Zip Code)

(716) 857-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

☐ 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 class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $1.00 per share		NFG		New 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 8.01 Other Events.

On December 29, 2025, National Fuel Gas Company (the “Company”) filed a prospectus supplement (“Prospectus Supplement”) to its effective shelf registration statement on Form S-3 (Reg. No. 333-273926) filed with the Securities and Exchange Commission (the “Commission”) on August 11, 2023. The Company filed the Prospectus Supplement for the purpose of registering for resale up to 4,402,513 shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), by the selling stockholders identified in the Prospectus Supplement (the “Selling Stockholders”). The Common Stock was acquired by the Selling Stockholders in the private placement financing described in the Company’s Current Report on Form 8-K filed with the Commission on December 15, 2025.

In connection with the filing of the Prospectus Supplement, the Company is filing an opinion of its counsel, Lowenstein Sandler LLP, regarding the legality of the Common Stock being registered, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Lowenstein Sandler LLP
23.1		Consent of Lowenstein Sandler LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

Dated: December 29, 2025

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

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FAQ

What did National Fuel Gas Company (NFG) announce in this 8-K?

National Fuel Gas Company filed a prospectus supplement to its effective Form S-3 shelf registration statement to register for resale up to 4,402,513 shares of its common stock by certain selling stockholders.

How many National Fuel Gas (NFG) shares are being registered for resale?

The prospectus supplement registers for resale up to 4,402,513 shares of National Fuel Gas Company’s common stock, par value $1.00 per share.

Who is allowed to sell the 4,402,513 NFG shares under this prospectus supplement?

The shares may be resold by the selling stockholders identified in the prospectus supplement, who previously acquired the common stock in a private placement financing.

What prior transaction is connected to the NFG shares being registered for resale?

The common stock being registered for resale was acquired by the selling stockholders in a private placement financing described in a company filing made with the SEC on December 15, 2025.

What legal opinion is National Fuel Gas (NFG) providing with this filing?

National Fuel Gas Company is filing an opinion of its counsel, Lowenstein Sandler LLP, regarding the legality of the common stock being registered, as Exhibit 5.1, along with a related consent in Exhibit 23.1.

Which registration statement does this NFG prospectus supplement relate to?

The prospectus supplement relates to National Fuel Gas Company’s shelf registration statement on Form S-3 (Registration No. 333-273926), which was filed with the SEC on August 11, 2023.