[8-K] National Fuel Gas Co. Reports Material Event

Rhea-AI Filing Summary

Bank of Montreal (Series K) plans to issue Equity Index-Linked Market-Linked Securities tied to the Nasdaq-100 Index (NDX), maturing August 4, 2027. Each $1,000 note offers:

• 200% upside participation on any NDX appreciation, capped at a minimum 21.70% total return (≥ $1,217 per note; final cap set on the July 30, 2025 pricing date).
• 10% downside buffer: if the Index falls ≤ 10%, investors receive full principal; beyond that, losses match the NDX decline on a 1-for-1 basis, up to a maximum 90% principal loss.
• No periodic coupons, no dividend pass-through, and no early redemption.
• Credit exposure to Bank of Montreal (BMO); the notes are not FDIC-insured or bail-inable.
• Estimated initial value: $966.30 (not less than $920) versus the $1,000 offering price, reflecting fees, hedging and dealer margins.
• Distribution: Wells Fargo Securities acts as principal agent, earning up to $25.75 per note (2.575%); additional concessions of ≤ $1.00 may be paid to other dealers.
• Calculation Day: July 30, 2027; BMO Capital Markets serves as calculation agent.

Investment profile: Suitable only for investors comfortable with equity risk, capped upside, lack of liquidity (no exchange listing) and BMO credit risk. The structure targets moderately bullish views on the Nasdaq-100 with limited protection against a shallow decline.

Positive

• 200% upside participation allows leveraged exposure to Nasdaq-100 gains without margin requirements.
• 10% downside buffer provides limited capital protection against modest index declines.
• Notes are not bail-inable, reducing statutory conversion risk for U.S. investors.

Negative

• Total return is capped at ≥ 21.70%, materially limiting benefit if NDX rallies strongly.
• Investors face up to 90% principal loss on significant index declines beyond the 10% buffer.
• No periodic interest or dividends; negative carry versus holding the underlying ETF.
• Credit risk of Bank of Montreal; unsecured and unsubordinated obligations.
• Illiquid—no exchange listing; secondary market prices may be deeply discounted, especially given the $966.30 estimated initial value.

Insights

Structured-Product Analyst

TL;DR: 2× upside leverage to NDX with a 10% buffer, but capped at ≥ 21.7% and subject to BMO credit risk.

The note offers enhanced participation (200%) on NDX gains, attractive for investors expecting moderate appreciation over two years. The hard cap curtails benefit if tech indices rally strongly—NDX gained 36% in 2023, which would have hit the cap early. Downside protection is limited to the first 10%; a 25% index drop would translate into a 15% principal loss. The initial value discount (≈3.4%) and 2.6% selling concession embed significant costs, meaning secondary market bids will likely be well below par. Credit-spread widening on BMO could further depress valuations. Overall, risk/return is asymmetric and favors the issuer once the cap is breached.

Risk Analyst

TL;DR: Principal at risk up to 90%, illiquid, no interest—use only as a tactical allocation.

The 10% buffer is insufficient against typical Nasdaq volatility; historical one-year drawdowns exceed 20% in multiple periods. Investors forego dividends (≈0.6% yield) and accept a negative carry versus a direct ETF. Credit risk is real—BMO senior debt is rated A/A1, but spreads can widen in stress, impairing secondary prices. Lack of a bail-in clause is positive for U.S. holders, yet still subordinate to collateralized obligations. Absence of interim liquidity and complex tax treatment (prospectively as prepaid forward contracts) add execution risk. Impact is neutral: no corporate financial change, merely a debt issuance with standard terms.

NATIONAL FUEL GAS CO false 0000070145 0000070145 2025-06-13 2025-06-13

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 13, 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)		(Commission File Number)		(IRS Employer Identification Number)

6363 Main Street

Williamsville, New York 14221

(Address of principal executive offices, including 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 (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(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 13, 2025, National Fuel Gas Company (the “Company”) entered into a Consulting Services Agreement (the “Agreement”) with Donna L. DeCarolis, President of National Fuel Gas Distribution Corporation (“Distribution Corporation”), a wholly-owned subsidiary of the Company. As previously disclosed by the Company, Ms. DeCarolis has determined to retire from employment with the Company on July 1, 2025 (the “Retirement Date”).

The Agreement provides that, from the Retirement Date until July 1, 2028, Ms. DeCarolis will provide to the Company such consulting services as the Chief Executive Officer may reasonably request from time to time. It is anticipated that such consulting services will consist of providing support to the Company (a) as a policy consultant and member of the New York State Climate Action Council, and (b) with respect to ongoing New York State energy policy matters, maintenance of relationships with key energy policy contacts, and internal policy positions and legislative or advocacy initiatives for the Company. In no event will Ms. DeCarolis perform services under the Agreement at a level that would require her to devote to such services 20% or more of the average level of bona fide services performed by Ms. DeCarolis while she was an employee of the Company over the 36-month period immediately preceding the Retirement Date.

In performing the services under the Agreement and during the Consulting Period, Ms. DeCarolis will be treated as an independent contractor and will not have the power or authority to contract in the name of, or bind, the Company. In respect of the services to be performed, the Company will pay Ms. DeCarolis a consulting fee of $15,000 per month (an aggregate of $540,000 over three years). The Company will also provide Ms. DeCarolis with a personal computer for the services provided, continued access to Company subscriptions, and reimbursements for travel related to the consulting services.

The Agreement also contains provisions addressing, among other things, non-disclosure of confidential information, non-competition, non-solicitation of employees, and indemnification.

As previously disclosed by the Company, Ms. DeCarolis will be succeeded as President of Distribution Corporation by Michael D. Colpoys, effective July 1, 2025.

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
Dated: June 18, 2025				By:		/s/ Lee E. Hartz
				Name:		Lee E. Hartz
				Title:		General Counsel and Secretary

FAQ

What is the upside potential of the Bank of Montreal Nasdaq-100 linked notes?

Holders earn 200% of any index gain up to a maximum total return of at least 21.70% ($1,217 per $1,000 note).

How much protection do investors have on the downside?

There is a 10% buffer; beyond that, losses match the index decline 1-for-1, up to a 90% loss of principal.

Do the notes pay interest or dividends?

No. The securities do not pay coupons or pass through dividends from Nasdaq-100 constituents.

What is the credit exposure associated with these securities?

All payments rely on Bank of Montreal’s ability to pay. The notes are unsecured and unsubordinated, and not insured by any government agency.

Can the notes be sold before maturity?

They are not exchange-listed; any sale must occur in the over-the-counter market, potentially at a substantial discount.

What fees are embedded in the offering price?

Wells Fargo Securities earns up to $25.75 (2.575%) per note, contributing to the estimated initial value of $966.30.