National Fuel Gas (NFG) wins PUCO approval for $2.62B Ohio gas utility acquisition

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

National Fuel Gas Company reported a key regulatory milestone for its planned acquisition of Vectren Energy Delivery of Ohio from CenterPoint Energy Resources. The company previously agreed to buy all equity interests in the Ohio natural gas distribution business for $2,620,000,000, subject to customary adjustments.

The Public Utilities Commission of Ohio issued an order on June 24, 2026 accepting and approving the transaction, subject to specified conditions and requirements in the order. Closing is expected in the fourth quarter of calendar 2026 and will not occur before October 1, 2026 without the seller’s prior written consent.

Positive

PUCO approval of the transaction: The Public Utilities Commission of Ohio issued an order accepting and approving National Fuel Gas’s planned acquisition of Vectren Energy Delivery of Ohio, advancing a major regulatory condition for closing the $2.62 billion deal.

Negative

Closing remains subject to multiple conditions: Despite PUCO approval, completion still depends on satisfaction or waiver of other conditions in the Securities Purchase Agreement and cannot occur before October 1, 2026 without the seller’s consent.

Insights

PUCO approval advances National Fuel Gas’s $2.62B Ohio gas utility acquisition.

National Fuel Gas Company secured an order from the Public Utilities Commission of Ohio approving its planned purchase of Vectren Energy Delivery of Ohio for $2,620,000,000. This moves a major regulatory requirement for the transaction closer to completion.

The approval is subject to conditions and requirements contained in the order, and closing also depends on satisfaction or waiver of other conditions in the Securities Purchase Agreement. The transaction is expected to close in the fourth quarter of calendar 2026 and cannot close before October 1, 2026 without the seller’s consent.

The filing highlights numerous broader risk factors, including regulatory changes, economic conditions, financing availability, and the ability to recognize anticipated benefits from strategic transactions. Subsequent company communications and filings will clarify progress toward meeting remaining closing conditions and how the acquired Ohio distribution business is integrated.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Purchase price: $2,620,000,000 PUCO approval date: June 24, 2026 Expected closing period: Q4 2026 +2 more

5 metrics

Purchase price $2,620,000,000 Aggregate price for Vectren Energy Delivery of Ohio equity interests

PUCO approval date June 24, 2026 Date PUCO issued order accepting and approving the transaction

Expected closing period Q4 2026 Transaction expected to close in the fourth quarter of calendar 2026

Earliest possible closing without consent October 1, 2026 Deal will not close before this date without seller’s written consent

Governing statute Private Securities Litigation Reform Act of 1995 Act referenced in defining forward-looking statements

Key Terms

Securities Purchase Agreement, Public Utilities Commission of Ohio, forward-looking statements, Private Securities Litigation Reform Act of 1995, +1 more

5 terms

Securities Purchase Agreement financial

"the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with CenterPoint Energy Resources Corp."

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Public Utilities Commission of Ohio regulatory

"the issuance of an order by the Public Utilities Commission of Ohio (“PUCO”) indicating acceptance or approval of a filing"

The Public Utilities Commission of Ohio (PUCO) is the state agency that oversees and regulates utilities such as electricity, natural gas, water, and telecommunications in Ohio. It sets rates, approves service rules and infrastructure projects, and enforces safety and reliability standards; think of it as a referee who approves how much customers pay and how utilities operate. Investors care because PUCO decisions can change a utility’s revenue, profit outlook, and the timeline or cost of major projects.

forward-looking statements regulatory

"are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Private Securities Litigation Reform Act of 1995 regulatory

"are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995"

natural gas local distribution company financial

"the Seller’s Ohio natural gas local distribution company business"

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Understanding 8-K Material Events →

Available on EDGAR 06/26/2026 - 04:20 PM Accepted by SEC EDGAR 06/26/2026 - 04:17 PM

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): June 24, 2026

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)	(Commission File Number)	(IRS Employer Identification No.)


6363 Main Street, Williamsville, New York		14221
(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 class	Trading Symbol	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.

As previously disclosed, on October 20, 2025, National Fuel Gas Company (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with CenterPoint Energy Resources Corp. (the “Seller”), pursuant to which, among other things, the Company agreed to acquire from the Seller all of the issued and outstanding equity interests of Vectren Energy Delivery of Ohio, LLC, the Seller’s Ohio natural gas local distribution company business, for an aggregate purchase price of $2,620,000,000, subject to customary adjustments, as provided in the Purchase Agreement (the “Transaction”).

The Transaction is expected to close in the fourth quarter of calendar 2026, subject to the satisfaction or waiver of certain closing conditions set forth in the Purchase Agreement, including, but not limited to, the issuance of an order by the Public Utilities Commission of Ohio (“PUCO”) indicating (i) acceptance or approval of a filing notifying it of the Transaction, (ii) approval of the Transaction, or (iii) a determination that PUCO’s review of the Transaction is not required. On June 24, 2026, PUCO issued an order accepting and approving the Transaction, subject to certain conditions and requirements adopted in the order. The Transaction will not close prior to October 1, 2026 without the prior written consent of the Seller.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained herein, including statements regarding the Transaction, 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. 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 Transaction, 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 Securities and Exchange Commission’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.

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: June 26, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did National Fuel Gas (NFG) update in this filing?

National Fuel Gas updated investors on its planned acquisition of Vectren Energy Delivery of Ohio. The company agreed to buy all equity interests in the Ohio natural gas local distribution business from CenterPoint Energy Resources for an aggregate purchase price of $2.62 billion, subject to adjustments.

How much is National Fuel Gas paying for Vectren Energy Delivery of Ohio?

National Fuel Gas agreed to pay an aggregate purchase price of $2,620,000,000. The amount covers all issued and outstanding equity interests in Vectren Energy Delivery of Ohio, the seller’s Ohio natural gas local distribution company business, and is subject to customary purchase price adjustments under the agreement.

What regulatory approval did National Fuel Gas receive from PUCO?

The Public Utilities Commission of Ohio issued an order accepting and approving the transaction between National Fuel Gas and CenterPoint Energy Resources. The approval covers National Fuel Gas’s acquisition of Vectren Energy Delivery of Ohio and is subject to conditions and requirements specified in the commission’s order issued June 24, 2026.

When is the National Fuel Gas acquisition of Vectren Energy Delivery of Ohio expected to close?

The transaction is expected to close in the fourth quarter of calendar 2026. Closing timing depends on satisfaction or waiver of remaining conditions in the Securities Purchase Agreement, and the deal will not close before October 1, 2026 without the prior written consent of the seller.

What risks does National Fuel Gas highlight around completing the Vectren Ohio transaction?

National Fuel Gas notes that completing the transaction depends on required regulatory clearances and other closing conditions. Broader risks include regulatory changes, economic conditions, financing availability, and the company’s ability to realize anticipated benefits from strategic transactions like this acquisition, as outlined in its forward-looking statements section.

Who is selling Vectren Energy Delivery of Ohio to National Fuel Gas?

CenterPoint Energy Resources Corp. is the seller in this transaction. Under the Securities Purchase Agreement dated October 20, 2025, CenterPoint agreed to sell all issued and outstanding equity interests of Vectren Energy Delivery of Ohio, its Ohio natural gas local distribution company business, to National Fuel Gas Company.

Filing Exhibits & Attachments

3 documents