National Fuel Gas acquires Vectren Energy Delivery of Ohio

Q: How much did NFG pay for the Ohio utility?

National Fuel’s aggregate purchase price was $2.62 billion, subject to customary adjustments. It paid $1.42 billion in cash and issued a $1.20 billion promissory note to CenterPoint Energy Resources Corp.

Q: How many customers does NFG’s acquired Ohio utility serve?

The acquired utility serves approximately 335,000 customers across 16 counties in the Dayton and greater Miami Valley region. National Fuel said its utility customer base grows to approximately 1.1 million.

Q: What are the terms of NFG’s seller note for the acquisition?

The $1.20 billion unsecured seller note bears interest at 6.5% per annum and matures on September 30, 2027. The agreement limits the debt-to-capitalization ratio to 0.65 at the last day of each fiscal quarter, or another ratio then applicable under National Fuel’s primary credit facility.

The newly acquired Ohio utility serves approximately 335,000 customers across 16 counties, and about 200 employees joined National Fuel.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

National Fuel Gas Company (NFG) completed its acquisition of Vectren Energy Delivery of Ohio, LLC, the Ohio natural gas utility business of CenterPoint Energy Resources Corp., for an aggregate purchase price of $2.62 billion, subject to customary adjustments. CenterPoint Ohio became a wholly owned subsidiary on October 1, 2026. The purchase price was paid with $1.42 billion in cash and a $1.20 billion promissory note issued to the seller. The utility serves approximately 335,000 customers across 16 counties; National Fuel said the acquisition doubles its utility rate base and brings its utility customer base to approximately 1.1 million. Approximately 200 employees joined National Fuel.

The seller note is an unsecured term loan that matures September 30, 2027 and bears 6.5% annual interest. Its covenants limit the debt-to-capitalization ratio to 0.65 at each fiscal quarter-end, or the other ratio then applicable under National Fuel’s primary credit facility. For the six months ended June 30, 2026, the acquired utility reported $171 million in revenue and $38 million in net income. The pro forma statements are illustrative and are not necessarily indicative of actual combined results.

1 point · 1 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

0 major · 0 points

How the balance works

Positive

Major point$2.62 billion acquisition completed, adding approximately 335,000 utility customers. 36% of market cap

Negative

None.

Insights

Analyzing...

8-K Event Classification

5 items: 1.01, 2.01, 2.03, 7.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate purchase price: $2.62 billion Cash consideration: $1.42 billion Seller promissory note: $1.20 billion +5 more

8 metrics

Aggregate purchase price $2.62 billion Acquisition consideration, subject to customary adjustments

Cash consideration $1.42 billion Paid at the acquisition closing

Seller promissory note $1.20 billion Unsecured term loan; matures September 30, 2027

Seller note interest rate 6.5% per annum Seller Note Facility

Acquired utility customers Approximately 335,000 customers Across 16 counties in the Dayton and greater Miami Valley region

National Fuel utility customer base Approximately 1.1 million customers Following the acquisition

Utility revenues $171 million Acquired utility, six months ended June 30, 2026

Net income $38 million Acquired utility, six months ended June 30, 2026

Key Terms

Seller Note Facility, debt to capitalization ratio, covenant defeasance provision, acquisition method of accounting, +1 more

5 terms

Seller Note Facility financial

"The Seller Note Facility matures on September 30, 2027"

debt to capitalization ratio financial

"will not permit its debt to capitalization ratio to exceed 0.65"

The debt to capitalization ratio measures what portion of a company’s total long-term funding comes from borrowed money versus owners’ money, calculated as long-term debt divided by the sum of long-term debt and equity. It matters to investors because a higher ratio signals the company relies more on loans—like a household heavy on mortgage—raising financial risk, potential interest costs, and sensitivity to economic downturns, while a lower ratio suggests more conservative funding.

covenant defeasance provision financial

"contains a covenant defeasance provision"

acquisition method of accounting financial

"accounted for as a business combination"

goodwill financial

"The excess purchase price over the fair values"

Goodwill is the extra value a buyer pays for a company above the measurable worth of its buildings, inventory and other tangible items, reflecting things like brand reputation, customer loyalty and expected future profits. Think of paying more for a café because of its famous name and regulars rather than its furniture alone. It matters to investors because changes in goodwill — for example a write-down if expected benefits don’t materialize — can reduce reported earnings and signal that past acquisitions aren’t delivering as hoped.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did NFG pay for the Ohio utility?

National Fuel’s aggregate purchase price was $2.62 billion, subject to customary adjustments. It paid $1.42 billion in cash and issued a $1.20 billion promissory note to CenterPoint Energy Resources Corp.

How many customers does NFG’s acquired Ohio utility serve?

The acquired utility serves approximately 335,000 customers across 16 counties in the Dayton and greater Miami Valley region. National Fuel said its utility customer base grows to approximately 1.1 million.

What are the terms of NFG’s seller note for the acquisition?

The $1.20 billion unsecured seller note bears interest at 6.5% per annum and matures on September 30, 2027. The agreement limits the debt-to-capitalization ratio to 0.65 at the last day of each fiscal quarter, or another ratio then applicable under National Fuel’s primary credit facility.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/01/2026 - 07:00 AM Accepted by SEC EDGAR 10/01/2026 - 06:59 AM

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): October 1, 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 or organization)

(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:

☐ 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. ☐

Introductory Note

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 (“CenterPoint Ohio”), the Seller’s Ohio natural gas local distribution company business, for an aggregate purchase price of $2.62 billion (the “Purchase Price”), subject to customary adjustments as provided in the Purchase Agreement (the “Transaction”).

On October 1, 2026, upon the terms set forth in the Purchase Agreement, the Transaction was completed (the “Closing”). As a result of the Closing, CenterPoint Ohio became a wholly owned subsidiary of the Company. The Purchase Price was paid through a combination of $1.42 billion in cash and a $1.20 billion promissory note issued by the Company to the Seller pursuant to the Seller Note Agreement (as defined below).

Item 1.01.

Entry into a Material Definitive Agreement.

As previously disclosed, a portion of the Purchase Price was financed at Closing by the issuance of a $1.20 billion promissory note to the Seller pursuant to a Seller Note Agreement, dated as of October 1, 2026 (the “Seller Note Agreement”), between the Company, as borrower, and the Seller, as lender. The Seller Note Agreement establishes an unsecured term loan credit facility (the “Seller Note Facility”) that matures on September 30, 2027.

The borrowings under the Seller Note Facility bear interest at a rate of 6.5% per annum. The Seller Note Agreement contains customary representations and affirmative, negative and financial covenants, including, among others, covenants that place conditions upon the Company’s ability to merge or consolidate with other companies, sell all or any material part of its business or property, and incur liens, consistent with the Company’s existing revolving loan agreement. The Seller Note Agreement includes a covenant that the Company will not permit its debt to capitalization ratio to exceed 0.65 at the last day of any fiscal quarter (or such other ratio then applicable in the Company’s primary credit facility). The Seller Note Agreement also includes covenants restricting certain actions with respect to CenterPoint Ohio. The Seller Note Agreement contains certain specified events of default, and should an event of default occur, the lender is entitled to exercise certain remedies, including acceleration of the loan and related obligations.

The Seller Note Agreement contains a covenant defeasance provision that permits the Company to relieve itself from its obligations to comply with covenants under the Seller Note Agreement upon deposit of an amount with a paying agent sufficient to pay the principal of and interest due on the loan on each applicable interest payment date and the maturity date and delivery of specified officer’s certificates to the Seller.

The foregoing description of the Seller Note Agreement does not purport to be complete and is qualified in its entirety by reference to the Seller Note Agreement, a copy of which has been filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

As described above, on October 1, 2026, upon the terms set forth in the Purchase Agreement, the Transaction was completed. As a result of the Closing, CenterPoint Ohio became a wholly owned subsidiary of the Company. The Purchase Price was paid through a combination of $1.42 billion in cash and a $1.20 billion promissory note issued by the Company to the Seller pursuant to the Seller Note Agreement. The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which was previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 21, 2025 and is incorporated by reference herein.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 7.01.

Regulation FD Disclosure.

On October 1, 2026, the Company issued a press release regarding the completion of the Transaction. A copy of the press release is furnished as part of this Current Report on Form 8-K as Exhibit 99.1.

Neither the furnishing of the press release as an exhibit to this Current Report on Form 8-K 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 on Form 8-K. 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 SEC.

Item 9.01.

Financial Statements and Exhibits.

(a) Financial Statements of Businesses or Funds Acquired.

The Company previously provided the audited financial statements of CenterPoint Ohio as of and for the year ended December 31, 2025 and the related notes thereto required by Item 9.01(a) of Form 8-K as Exhibit 99.1 to the Current Report on Form 8-K filed by the Company with the SEC on May 26, 2026.

The following unaudited financial statements of CenterPoint Ohio as of and for the six months ended June 30, 2026 and the related notes thereto are filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated by reference herein:

•

Unaudited Balance Sheet as of June 30, 2026;

•

Unaudited Statement of Income for the Six Months Ended June 30, 2026;

•

Unaudited Statement of Cash Flows for the Six Months Ended June 30, 2026;

•

Unaudited Statement of Changes in Member’s Equity for the Six Months Ended June 30, 2026; and

•

Notes to the Financial Statements.

(b) Pro Forma Financial Information.

The following unaudited pro forma condensed combined financial statements combining the historical consolidated financial statements of the Company and its subsidiaries and CenterPoint Ohio to give effect to the Transaction, other events contemplated by the Purchase Agreement and other related financing events contemplated by the Company or that have already occurred but are not yet reflected in the historical financial information of the Company, are filed as Exhibit 99.3 to this Current Report on Form 8-K and are incorporated by reference herein:

•

Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026;

•

Unaudited Pro Forma Condensed Combined Statement of Income for the nine months ended June 30, 2026 and the year ended September 30, 2025; and

•

Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

(d) Exhibits.


Exhibit No.		Description

2.1		Securities Purchase Agreement, dated as of October 20, 2025, by and between National Fuel Gas Company and CenterPoint Energy Resources Corp. (incorporated by reference to Exhibit 10.1, Form 8-K dated October 21, 2025)

10.1		Seller Note Agreement, dated as of October 1, 2026, by and between National Fuel Gas Company and CenterPoint Energy Resources Corp.

99.1		Press Release, dated as of October 1, 2026, issued by National Fuel Gas Company

99.2		Vectren Energy Delivery of Ohio, LLC Unaudited Financial Statements as of and for the six months ended June 30, 2026, and accompanying notes thereto

99.3		Unaudited Pro Forma Condensed Combined Financial Statements, and accompanying notes thereto

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.

Dated: October 1, 2026


		NATIONAL FUEL GAS COMPANY

		By: /s/ Lee E. Hartz
		Name: Lee E. Hartz
		Title: General Counsel and Secretary

Exhibit 99.1

National Fuel Gas Company Completes Acquisition of CenterPoint

Energy’s Ohio Natural Gas Utility

Natural Gas Service Will Continue Without Interruption; No Customer Action Required

WILLIAMSVILLE, N.Y., Oct. 1, 2026 -- National Fuel Gas Company (“National Fuel” or the “Company”) (NYSE: NFG) today announced it has completed its previously announced acquisition of CenterPoint Energy’s Ohio natural gas utility business, Vectren Energy Delivery of Ohio, LLC. The transaction closed today, following the satisfaction of customary closing conditions.

The newly acquired utility, which will be renamed National Fuel Gas Distribution of Ohio, LLC, serves approximately 335,000 customers across 16 counties in the Dayton and greater Miami Valley region.

“This acquisition is an important milestone, representing a significant step forward in advancing the strategy of growing our regulated utility business,” David P. Bauer, President and Chief Executive Officer of National Fuel Gas Company, said. “With the addition of the Ohio service territory, we have significantly expanded our regulated footprint and strengthened the long-term foundation of the Company. We look forward to serving our new customers while maintaining our longstanding commitment to best-in-class safety, reliability and customer service.”

The acquisition adds meaningful regulated scale for National Fuel, doubling its utility rate base while expanding its operations into the neighboring state of Ohio, a jurisdiction that is both highly supportive of natural gas and maintains a constructive regulatory framework. With this closing, the Company’s utility customer base grows to approximately 1.1 million customers. The transaction is an example of National Fuel’s disciplined approach to capital allocation and is expected to provide a platform for continued regulated investment opportunities, further balancing the Company’s business mix.

Information for Customers

•

Natural gas service will continue uninterrupted.

•

No action is required at this time.

•

Existing billing cycles and payment methods will remain unchanged.

•

Current online account access will continue in the immediate future.

•

Customers will receive advance notice of any future service-related changes.

“We are excited to welcome our new customers in Ohio to National Fuel,” said Michael D. Colpoys, President of National Fuel Gas Distribution Corporation. “For 125 years, National Fuel has been focused on delivering natural gas safely, reliably and affordably. Our message to customers is simple: your service will continue uninterrupted, and our focus is on providing the highest quality service from day one. We look forward to earning the trust of customers across the greater Dayton and Miami Valley region and serving them with the same dedication that has defined National Fuel for generations.”

National Fuel also welcomes approximately 200 employees joining the Company as part of the acquisition.

“The employees joining National Fuel today are the same dedicated professionals that customers have come to know and trust,” Colpoys said. “We look forward to building on the strong operational foundation they have established. Their experience, expertise and deep connection to the communities we serve will be an important part of our success in Ohio.”

National Fuel also reaffirms its commitment to the Ohio communities it now serves. The Company plans to be an active corporate citizen through support of local organizations, community initiatives and employee volunteerism programs.

About National Fuel

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.

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: the Company being unable to achieve the anticipated strategic, financial and other benefits of the acquisition; the impact of future significant transactions, if any, including the potential separation of the Company into two companies; 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 and to recognize the anticipated benefits of such transactions; governmental/regulatory actions and/or market pressures to reduce or eliminate reliance on natural gas; changes in the price of natural gas; 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; 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; 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); or 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. The Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date thereof.

###

Exhibit 99.2

VECTREN ENERGY DELIVERY OF OHIO, LLC

FINANCIAL STATEMENTS

As of and for the six months ended June 30, 2026

Contents


		Page Number
Unaudited Financial Statements
Glossary		1
Balance Sheets		2
Statements of Income		3
Statements of Cash Flows		4
Statements of Changes in Member’s Equity		5
Notes to the Financial Statements		6-10

GLOSSARY


*ASC*		Accounting Standards Codification
*ASU*		Accounting Standards Update
*CenterPoint Energy*		CenterPoint Energy, Inc., and its subsidiaries
*CEOH*		Vectren Energy Delivery of Ohio, LLC, doing business as CenterPoint Energy Ohio, which converted its corporate structure from Vectren Energy Delivery of Ohio, Inc. to an Ohio limited liability company on June 13, 2022, formerly a wholly-owned subsidiary of Vectren, acquired by CERC on June 30, 2022.
*CEP*		Capital Expenditure Program
*CERC*		CERC Corp., together with its subsidiaries
*CERC Corp.*		CenterPoint Energy Resources Corp.
*DRR*		Distribution Replacement Rider
*EEFR*		Energy Efficiency Funding Rider
*FASB*		Financial Accounting Standards Board
*GAAP*		Generally Accepted Accounting Principles
*IRS*		Internal Revenue Service
*NFGC*		National Fuel Gas Company
*OCC*		Office of the Ohio Consumers’ Counsel
*PUCO*		Public Utilities Commission of Ohio
*TCJA*		Tax reform legislation informally called the Tax Cuts and Jobs Act of 2017
*Vectren*		Vectren, LLC, and its subsidiaries, which converted its corporate structure from Vectren Corporation to a limited liability company on June 30, 2022, a wholly-owned subsidiary of CenterPoint Energy, Inc. as of the merger date of February 1, 2019, and, after CERC Corp’s common control acquisition of CEOH from VUH on June 30, 2022, is held indirectly by CenterPoint Energy through Vectren Affiliated Utilities, Inc.
*VUH*		Vectren Utility Holdings, LLC, which converted its corporate structure from Vectren Utility Holdings, Inc. to a limited liability company on June 30, 2022, a wholly-owned subsidiary of Vectren LLC

FINANCIAL STATEMENTS

VECTREN ENERGY DELIVERY OF OHIO, LLC

BALANCE SHEETS

(Unaudited)


	June 30, 2026
	(in millions)
ASSETS Current Assets:
Cash and cash equivalents	$	—
Accounts receivable		47
Accrued unbilled revenues		15
Accounts and notes receivable - affiliated companies		30
Material and supplies		10
Other current assets		—

Total current assets		102

Property, Plant and Equipment, Net:
Property, plant and equipment		2,350
Less: accumulated depreciation & amortization		496

Property, plant and equipment, net		1,854

Other Assets:
Goodwill		219
Regulatory assets		359

Total other assets		578

Total Assets	$	2,534

LIABILITIES AND MEMBER’S EQUITY Current Liabilities:
Accounts payable	$	34
Accounts and notes payable - affiliated companies		30
Current maturities of long-term debt - affiliated companies		60
Taxes accrued		39
Customer deposits		4
Other current liabilities		5

Total current liabilities		172

Other Liabilities:
Deferred income taxes, net		213
Regulatory liabilities		324
Other liabilities		46

Total other liabilities		583

Long-term Debt:
Long-term debt - affiliated companies, net of current maturities		763

Total long-term debt, net		763

Commitments and Contingencies (Note 6)
Member’s Equity:
Member’s units (no par value)		—
Additional paid-in capital		931
Retained earnings		85

Total member’s equity		1,016

Total Liabilities and Member’s Equity	$	2,534

The accompanying notes are an integral part of these financial statements

VECTREN ENERGY DELIVERY OF OHIO, LLC

STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended June 30,		Six Months Ended June 30,
	2026		2026
	(in millions)
Revenues:
Utility revenues	$	74	$	171
Expenses:
Utility natural gas		—		4
Operation and maintenance		17		39
Depreciation and amortization		24		46
Taxes other than income taxes		12		27

Total		53		116

Operating Income		21		55

Other Income (Expense):
Interest expense		(8)		(15)
Other income, net		1		2

Total		(7)		(13)

Income Before Income Taxes		14		42
Income tax expense		1		4

Net Income	$	13	$	38

The accompanying notes are an integral part of these financial statements

VECTREN ENERGY DELIVERY OF OHIO, LLC

STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended June 30,
	2026
	(in millions)
Cash Flows from Operating Activities:
Net income	$	38
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		46
Deferred income taxes		12
Changes in other assets and liabilities:
Accounts receivable and unbilled revenues, net		34
Accounts receivable/payable - affiliated companies		(5	)
Inventory		(1	)
Accounts payable		(66	)
Other current assets		1
Other current liabilities		(18	)
Other non-current assets		14
Other non-current liabilities		(17	)
Other operating activities, net		(1	)

Net cash provided by operating activities		37

Cash Flows from Investing Activities:
Capital expenditures		(84	)
(Increase)/decrease in notes receivable - affiliated companies		(23	)
Other investing activities, net		2

Net cash used in investing activities		(105	)

Cash Flows from Financing Activities:
Decrease in notes payable - affiliated companies		(29	)
Proceeds from long-term debt - affiliated companies		60
Contribution from parent		60
Dividend to parent		(24	)

Net cash provided by (used in) financing activities		67

Net Decrease in Cash and Cash Equivalents		(1	)

Cash and Cash Equivalents at Beginning of Period		1

Cash and Cash Equivalents at End of Period	$	—

The accompanying notes are an integral part of these financial statements

VECTREN ENERGY DELIVERY OF OHIO, LLC

STATEMENTS OF CHANGES IN MEMBER’S EQUITY

(Unaudited)


	Three Months Ended June 30,					Six Months Ended June 30,
	2026					2026
	Units		Amount			Units		Amount
	(in millions of dollars, except member’s units)
Member’s Units
Balance, beginning of period		100	$	—			100	$	—

Balance, end of period		100		—			100		—

Additional Paid-In-Capital
Balance, beginning of period				931					871
Contribution from parent				—					60

Balance, end of period				931					931

Retained Earnings
Balance, beginning of period				87					71
Net income				13					38
Dividend to parent				(15	)				(24	)

Balance, end of period				85					85

Total Member’s Equity			$	1,016				$	1,016

The accompanying notes are an integral part of these financial statements

VECTREN ENERGY DELIVERY OF OHIO, LLC

NOTES TO THE INTERIM FINANCIAL STATEMENTS

(1)

Background and Basis of Presentation

Vectren Energy Delivery of Ohio, LLC (the “Company” or “CEOH”), is a public utility that provides energy delivery services to natural gas customers located near Dayton in west-central Ohio. The Company is a direct, wholly-owned subsidiary of CERC Corp. CERC Corp. is an indirect, wholly owned subsidiary of CenterPoint Energy, Inc. CERC Corp. is the sole member of the Company and owns 100% of the Company’s equity interests. The accompanying financial statements are prepared in conformity with GAAP.

On October 20, 2025, CERC Corp. entered into the Ohio Securities Purchase Agreement to sell all of the issued and outstanding equity interests in CEOH to NFGC. The purchase price is $2.62 billion, which is comprised of the following: (i) $1.42 billion in cash payable to CERC Corp. upon closing of the transaction, subject to adjustments as set forth in the Ohio Securities Purchase Agreement, including adjustments based on net working capital, regulatory assets and liabilities and capital expenditures at closing of the transaction; and (ii) a 364-day seller promissory note, in the original principal amount of $1.2 billion, to be issued by NFGC at the closing of the transaction and payable to CERC Corp. as provided by the terms and conditions of the Seller Note Agreement. The transaction is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions, including (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (ii) completion of a notice filing and review with the PUCO; and (iii) customary conditions regarding the accuracy of the representations and warranties and compliance by the parties with their respective obligations under the Ohio Securities Purchase Agreement. The transaction is not subject to a financing condition and will not close prior to October 1, 2026 without the consent of CERC Corp. As of June 30, 2026, the assets included approximately 6,000 miles of transmission and distribution pipeline in Ohio serving approximately 334,000 metered customers. A filing was made on January 9, 2026, notifying the PUCO of the execution of the Ohio Securities Purchase Agreement. The PUCO issued a Finding and Order on June 24, 2026 accepting the Joint Notice of Transaction subject to certain conditions and requirements. No applications for rehearing were filed by the relevant deadline, and as such, the Finding and Order has become final and non-appealable.

(2)

Accounting Policies and Recent Accounting Pronouncements

There have been no material changes in our significant accounting policies from those described in our financial statements as of and for the year ended December 31, 2025.

Recent Accounting Pronouncements

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which establishes recognition, measurement, presentation, and disclosure requirements for environmental credits and related environmental credit obligations. The guidance is effective for public business entities for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods. The requirements will be applied on a retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). This ASU modernizes the accounting for software costs to adapt to an incremental and iterative software development method. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and may be applied using a prospective, modified prospective or retrospective transition approach. The Company is currently evaluating the impact of this ASU on its financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures (“ASU 2024-03”). This ASU improves disclosure of a public business entity’s expense by requiring disaggregated disclosure of expenses in commonly presented expense captions. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its financial statements.

(3) Regulatory Assets and Liabilities

The following is a list of regulatory assets and liabilities reflected on the Company’s Balance Sheets as of the periods presented:


	June 30, 2026
	(in millions)
Regulatory Assets:
Future amounts recoverable from ratepayers related to:
Benefit obligations	$	1
Asset retirement obligation		3
Net deferred income taxes		5

Total future amounts recoverable from ratepayers		9

Amounts deferred for future recovery related to:
Infrastructure recovery mechanisms		55
Other regulatory assets		—

Total amounts deferred for future recovery		55

Amounts currently recovered through customer rates related to:
Infrastructure recovery mechanisms		285
Other regulatory assets		10

Total amounts recovered in customer rates		295

Total Regulatory Assets	$	359

Regulatory Liabilities:
Regulatory liabilities related to TCJA	$	41
Estimated removal costs		272
Other regulatory liabilities		11

Total Regulatory Liabilities	$	324

Of the $295 million currently being recovered in rates charged to customers, $285 million is earning a return. The weighted average recovery period of regulatory assets currently being recovered in base rates, not earning a return, which totals $10 million, is 5 years. Regulatory assets not earning a return with perpetual or undeterminable lives have been excluded from the weighted average recovery period calculation. These regulatory assets are being recovered through periodic recovery mechanisms. The Company has rate orders for all deferred costs not yet in rates and therefore believes future recovery is probable.

For further information about the Company’s regulatory matters, see Note 7.

(4)

Transactions with Affiliates

Support Services

Affiliates of CenterPoint Energy provide corporate and general and administrative services to the Company and allocate certain costs to the Company. The costs of services have been charged directly to the Company using methods that management believes are reasonable. These methods include usage rates, dedicated asset assignment and proportionate corporate formulas based on operating expenses, assets, gross margin, employees and a composite of assets, gross margin and employees. Affiliates of CenterPoint Energy provide certain services to the Company, including geographic services and other miscellaneous services. These services are billed at actual cost, either directly or as an allocation. These charges are not necessarily indicative of what would have been incurred had CenterPoint Energy’s subsidiaries not been affiliates. Amounts owed for support services at June 30, 2026 are included in Accounts and notes payable - affiliated companies on the Company’s Balance Sheets.

Amounts charged for these services, before considering amounts subject to capitalization, includes the following for the periods presented, which are included primarily in Operation and maintenance expenses the Company’s Statements of Income:


	Three Months Ended June 30,	Six Months Ended June 30,
	2026

	(in millions)
Corporate service charges	$ 15	$ 27
Affiliate service charges	3	6

Cash Management Arrangements

The Company participates in CERC’s money pool through which they can borrow or invest on a short-term basis. As of June 30, 2026 the Company had a net investment in the CERC money pool of $23 million at a weighted average interest rate of 3.85%, included in Accounts and notes receivable - affiliated companies on the Company’s Balance Sheets.

Income Taxes

The Company does not file federal or state income tax returns separate from those filed by CERC or CenterPoint Energy. CERC is included in CenterPoint Energy’s U.S. federal consolidated income tax return. CERC and/or certain of its subsidiaries are also included in various unitary or consolidated state income tax returns with CenterPoint Energy. In other state jurisdictions, CERC and certain subsidiaries continue to file separate state tax returns. Pursuant to a tax sharing policy and for financial reporting purposes, the Company records income taxes on a separate company basis. The Company’s allocated share of tax effects resulting from it being a part of CERC’s consolidated tax group are recorded at CERC. Current taxes payable or receivable are settled with CERC in cash quarterly and after filing the consolidated federal and state income tax returns. As of June 30, 2026 the Company had an income tax payable to CERC of $3 million which is included in Taxes accrued in the Company’s Balance Sheet. The Company did not remit or receive any federal or state income tax payments or refunds during the three months ended June 30, 2026.

The Company reported the following effective tax rates:


	Three Months Ended June 30,	Six Months Ended June 30,
	2026
Effective tax rate	7 %	10 %

The Company has no unrecognized tax benefits as of June 30, 2026.

Tax Audits and Settlements. CenterPoint Energy files a consolidated federal income tax return that includes results from the Company’s parent, CERC Corp. and its subsidiaries, including the Company. Certain subsidiaries of CenterPoint Energy, including CERC Corp., file state income tax returns in various jurisdictions. Tax years through 2023 have been audited and settled with the IRS for CenterPoint Energy. For the tax years 2024, 2025 and 2026 CenterPoint Energy and its subsidiaries are participants in the IRS’s Compliance Assurance Process.

(5)

Borrowing Arrangements and Other Financing Transactions

Debt Transactions

Debt Issuances. In January 2026, the Company issued a $60 million 4.33% Promissory Note due 2031 payable to CERC Corp. Total gross and net proceeds were $60 million, which were used to pay down money pool borrowings.

Money Pool Arrangements. The Company participates in a money pool through which it can borrow or invest on a short-term basis. For further information, see Note 4.

(6) Commitments and Contingencies

(a) Purchase Obligations

Commitments include minimum purchase obligations related to natural gas transportation contracts that do not meet the definition of a derivative.

As of June 30, 2026, the Company had the following undiscounted minimum purchase obligations:


	Natural Gas Transportation
		(in millions)
Remainder of 2026	$	27
2027		43
2028		43
2029		43
2030		43
Thereafter		14

Total	$	213

(b) Other Proceedings

The Company is involved in other legal, environmental, tax and regulatory proceedings before various courts, regulatory commissions and governmental agencies regarding matters arising in the ordinary course of business. From time to time, the Company is also a defendant in legal proceedings with respect to claims brought by various plaintiffs against broad groups of participants in the energy industry. Some of these proceedings involve substantial amounts. The Company regularly analyzes current information and, as necessary, provides accruals for probable and reasonably estimable liabilities on the eventual disposition of these matters. The Company does not expect the disposition of these matters to have a material adverse effect on its financial condition, results of operations or cash flows.

(7) Regulatory Matters

Rate Change Applications

The Company is routinely involved in rate change applications before the state regulatory authority. Those applications include general rate cases, where the entire cost of service of the utility is assessed and reset. In addition, the Company is periodically involved in proceedings in Ohio to adjust its capital tracking mechanisms (e.g. DRR, CEP) and their energy efficiency cost trackers (e.g. EEFR).

The table below reflects significant applications pending or completed during the three months ended June 30, 2026:


Mechanism	Annual Increase (1) (in millions)	Filing Date	Effective Date	Approval Date	Additional Information
CEP	$ 12	March 2026	TBD	TBD	Requested an increase of $100.9 million to rate base for investments made in 2025, which reflects an $11.7 million annual increase in current revenues. A change in (over)/under-recovery variance of $(0.9) million is also included in rates. If necessary, an evidentiary hearing will be conducted on August 20, 2026. If a hearing is necessary and some or all of the parties enter into a stipulation resolving some or all issues raised in this proceeding, the stipulation and supporting testimony must be filed with the Commission by August 13, 2026.
DRR	$ 10	May 2026	TBD	TBD	Requested an increase of $67 million to rate base for investments made in 2025, which reflects a $9.5 million annual increase in current revenues. A change in (over)/under-recovery variance of $($3.0) million annually is also included in rates. Staff filed comments on June 25, 2026, recommending approval of the DRR revenue requirement and proposed rates. OCC filed comments on June 26,2026 indicating concerns with affordability and the pace of investments in the DRR. On July 10, 2026, CEOH filed a statement informing the PUCO the issues raised in comments have been resolved.

(1)

Represents proposed increases when effective date and/or approval date is not yet determined. Approved rates could differ materially from proposed rates.

(8)

Fair Value Measurements

Certain methods and assumptions must be used to estimate the fair value of financial instruments. The fair value of the Company’s long-term debt is considered a Level 2 fair value measurement and was estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the Company for instruments with similar characteristics. The carrying values and estimated fair values of the Company’s long-term debt, including current maturities, were $823 million and $784 million at June 30, 2026. Because of the maturity dates of cash and cash equivalents, those carrying amounts approximate fair value. Additionally, accounts receivable and accounts payable carrying amounts approximate fair value. Because of the inherent difficulty of estimating interest rate and other market risks, the methods used to estimate fair value may not always be indicative of actual realizable value, and different methodologies could produce different fair value estimates at the reporting date.

(9)

Supplemental Cash Flow Information

The table below provides supplemental disclosure of cash flow information:


	Six Months Ended June 30,
	2026
	(in millions)
Cash Payments:
Interest, net of capitalized interest	$	18
Non-cash transactions:
Accounts payable related to capital expenditures	$	4

(10)

Subsequent Events

Management performs a review of subsequent events for any events occurring after the balance sheet date but prior to the date the financial statements are issued. The Company’s management has performed a review of subsequent events through August 4, 2026, the date the financial statements were issued.

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On October 20, 2025, National Fuel Gas Company (“National Fuel”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with CenterPoint Energy Resources Corp. (the “Seller”), a subsidiary of CenterPoint Energy, Inc., pursuant to which, among other things, National Fuel agreed to acquire from the Seller all of the issued and outstanding equity interests of Vectren Energy Delivery of Ohio, LLC (“CenterPoint Ohio”), the Seller’s Ohio natural gas local distribution company business, for an aggregate purchase price of $2.62 billion, subject to customary adjustments, as provided in the Purchase Agreement (the “Acquisition”). The closing of the Acquisition occurred on October 1, 2026 (the “Closing Date”). Upon consummation of the Acquisition, the purchase price was paid through a combination of:

•

$1.42 billion in cash (“Cash Consideration”); and

•

$1.2 billion in a promissory note issued by National Fuel to the Seller (“Seller Note Facility” and, together with the Cash Consideration, the “Acquisition Consideration”).

The unaudited pro forma condensed combined financial information presented below consists of an unaudited pro forma condensed combined statement of income for the nine months ended June 30, 2026, an unaudited pro forma condensed combined statement of income for the year ended September 30, 2025, and an unaudited pro forma condensed combined balance sheet as of June 30, 2026. The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information presents historical financial information of National Fuel and CenterPoint Ohio adjusted to give effect to the Acquisition and other events contemplated by the Purchase Agreement. The unaudited pro forma condensed combined financial information of National Fuel also gives effect to related financing events contemplated by National Fuel or that have already occurred but are not yet reflected in the historical financial information of National Fuel and are considered material transactions separate from the Acquisition. The unaudited pro forma condensed combined balance sheet gives effect to the Acquisition as if it had been completed on June 30, 2026, while the unaudited pro forma condensed combined statements of income for the nine months ended June 30, 2026 and for the year ended September 30, 2025 are presented as if the combination transactions had been completed on October 1, 2024.

Expected Accounting Treatment of the Acquisition

The Acquisition is accounted for as a business combination in accordance with the acquisition method of accounting under accounting principles generally accepted in the United States of America (“GAAP”). National Fuel is determined to be the accounting acquirer and CenterPoint Ohio is determined to be the accounting acquiree. This determination was primarily based on the transfer of Cash Consideration by National Fuel to the economic interest holder of CenterPoint Ohio at Acquisition closing and the ownership, voting rights, composition of the governing body, and the designation of certain senior management positions of the acquired entity post-closing. Under this method of accounting, the purchase price of the Acquisition was allocated to the assets acquired and liabilities assumed based on their preliminary fair values at the Closing Date. Any excess of the estimated fair value of the consideration transferred over the estimated fair value of identifiable assets and liabilities was recorded as goodwill.

Related Financing Events

Private Placement

In connection with the Purchase Agreement, on December 12, 2025, National Fuel entered into a common stock subscription agreement with certain investors, pursuant to which National Fuel agreed to sell to the investors, in a private placement (the “Private Placement”), 4,402,513 shares of common stock at a purchase price of $79.50 per share. The Private Placement closed on December 17, 2025, and National Fuel received gross proceeds of $350 million, before deducting fees and expenses. The funds from the Private Placement were temporarily used to reduce short-term borrowings that were outstanding at December 31, 2025. Additional short-term borrowings were issued to fund the closing of the Acquisition.

Debt Financing

In connection with the Purchase Agreement, National Fuel entered into a bridge facility commitment letter (the “Bridge Commitment Letter”) with certain financial institutions committed to provide National Fuel financing under a senior unsecured bridge loan facility (the “Bridge Facility”) comprised of a $1.42 billion 364-day tranche (the “Acquisition Tranche”), the proceeds of which were to be used to finance the Acquisition, and a $1.2 billion 364-day tranche (the “Seller Note Tranche”), the proceeds of which shall be used to refinance the Seller Note Facility at its scheduled maturity.

On November 6, 2025, National Fuel entered into a 364-day term loan facility commitment letter with certain financial institutions to provide National Fuel financing under a senior unsecured delayed draw term loan facility (the “364-Day Facility”) in an aggregate principal amount of $1.42 billion, the proceeds of which were to be used, if needed, to finance the Acquisition. The 364-Day Facility commitments reduced the Acquisition Tranche commitments under the Bridge Facility to zero.

On November 6, 2025, National Fuel also entered into a joinder agreement to the Bridge Commitment Letter pursuant to which additional financial institutions joined as commitment parties in respect of the Seller Note Tranche.

On June 10, 2026, National Fuel issued a $1.5 billion aggregate principal amount of senior unsecured notes (the “Notes”) at a weighted average interest rate of 5.10%. The net proceeds were used to (a) fund a portion of the Acquisition, (b) pay transaction and financing costs, and (c) repay certain existing indebtedness of National Fuel.

Subsequent to both the completion of the Private Placement and the Notes issuance, the 364-Day Facility commitments were reduced by a corresponding amount, ultimately to zero, and the Seller Note Tranche commitments were reduced in part, by the net cash proceeds from the Notes offering. National Fuel expects to reduce the Seller Note Tranche commitments further through future offerings or financings, possibly to zero, prior to the scheduled maturity of the Seller Note Facility, but there can be no assurance that any such offerings or financings will occur.

National Fuel is party to a syndicated credit agreement that provides a $1.3 billion unsecured committed revolving credit facility (the “Revolving Credit Facility”). The credit agreement backs National Fuel’s commercial paper program. As of June 30, 2026, there was no amount drawn under the commercial paper program. Subsequently, National Fuel borrowed $244.0 million under its commercial paper program at a rate of 4.45%, in connection with the Acquisition.

A portion of the Acquisition Consideration was financed at closing by the Seller Note Facility, pursuant to which the Seller, as lender, agrees to provide National Fuel, as borrower, a $1.2 billion unsecured term loan credit facility that matures on the last business day that is not more than 364 days from the closing of the Acquisition. The borrowings under the Seller Note Facility bear interest at a rate of 6.50% per annum. The Seller Note Facility is described within the Unaudited Pro Forma Condensed Combined Balance Sheet as the Short-Term Promissory Note.

Debt issuance costs for the Notes will be amortized over the respective terms of the debt.

Other Information

The unaudited pro forma condensed combined financial information and corresponding notes to the unaudited pro forma condensed combined financial information were derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes:

•

The historical audited consolidated financial statements of National Fuel as of and for the fiscal year ended September 30, 2025, as included in National Fuel’s Annual Report on Form 10-K filed with the SEC on November 21, 2025;

•

The historical unaudited consolidated financial statements of National Fuel for the nine months ended June 30, 2026, as included in National Fuel’s Quarterly Report on Form 10-Q filed with the SEC on July 30, 2026;

•

The historical audited financial statements of CenterPoint Ohio as of and for the fiscal year ended December 31, 2025, which are included as Exhibit 99.1 to National Fuel’s Current Report on Form 8-K filed with the SEC on May 26, 2026; and

•

The historical unaudited condensed consolidated financial statements of CenterPoint Ohio for the nine months ended June 30, 2026, which were derived by starting with its audited results for the fiscal year ended December 31, 2025, removing unaudited results for the nine months ended September 30, 2025, and subsequently adding the unaudited results for the six months ended June 30, 2026, which are included as Exhibit 99.2 to National Fuel’s Current Report on Form 8-K filed with the SEC on October 1, 2026.

The unaudited pro forma condensed combined financial information should also be read together with the information set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of National Fuel’s annual reports.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2026

(Thousands of dollars)


	Historical
	As of June 30, 2026		As of June 30, 2026
	National Fuel		CenterPoint Ohio (Historical as adjusted in Note 2)		Transaction Accounting Adjustments - Reclassification		Notes	Transaction Accounting Adjustments - Financing		Notes		Transaction Accounting Adjustments - Acquisition		Notes		Pro Forma Combined
ASSETS
Property, Plant and Equipment	$	16,097,040	$	2,350,262	$	-		$	-			$	(107,382)		5a	$	18,339,920
Less - Accumulated Depreciation, Depletion and Amortization		8,002,972		495,703		-			-				(45,989)		5a		8,452,686

		8,094,068		1,854,559		-			-				(61,393)				9,887,234

Current Assets
Cash and Temporary Cash Investments		1,235,178		163		-			1,444,000		4a,4b		(2,654,750)		5a, 5b		24,591
Receivables - Net of Allowance for Uncollectible Accounts		227,913		47,338		-			-				-				275,251
Unbilled Revenue		16,916		14,679		-			-				-				31,595
Accounts and Notes Receivable - Affiliated Companies		-		29,918		-			-				(29,918)		5a		-
Gas Stored Underground		12,838		-		-			-				-				12,838
Materials and Supplies - at average cost		51,232		9,721		-			-				-				60,953
Unrecovered Purchased Gas Costs		2,136		-		-			-				-				2,136
Other Current Assets		67,660		86		-			-				-				67,746

		1,613,873		101,905		-			1,444,000				(2,684,668)				475,110

Other Assets
Recoverable Future Taxes		98,996		-		-			-				-				98,996
Unamortized Debt Expense		5,821		-		-			-				-				5,821
Other Regulatory Assets		123,464		358,905		-			-				-				482,369
Deferred Charges		117,345		-		-			-				-				117,345
Other Investments		66,946		-		-			-				-				66,946
Goodwill		5,476		219,000		-			-				588,551		5a		813,027
Prepaid Pension and Post-Retirement Benefit Costs		187,737		-		-			-				-				187,737
Fair Value of Derivative Financial Instruments		127,630		-		-			-				-				127,630
Other		10,411		-		-			-				-				10,411

		743,826		577,905		-			-				588,551				1,910,282

Total Assets	$	10,451,767	$	2,534,369	$	-		$	1,444,000			$	(2,157,510)			$	12,272,626

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET - (continued)

AS OF JUNE 30, 2026

(Thousands of dollars)


	Historical
	As of June 30, 2026		As of June 30, 2026
	National Fuel		CenterPoint Ohio (Historical as adjusted in Note 2)		Transaction Accounting Adjustments - Reclassification			Notes		Transaction Accounting Adjustments - Financing		Notes		Transaction Accounting Adjustments - Acquisition			Notes		Pro Forma Combined
CAPITALIZATION AND LIABILITIES
Capitalization:
Comprehensive Shareholder’s Equity
Common Stock	$	95,036	$	-	$	-				$	-			$	-				$	95,036
Paid in Capital		1,393,023		-		-					-				-					1,393,023
Additional paid-in-capital		-		931,242		-					-				(931,242	)		5a		-
Earnings Reinvested in the Business		2,426,044		-		-					-				(31,739	)		5b		2,394,305
Accumulated Other Comprehensive Income		9,576		-		-					-				-					9,576
Retained earnings		-		85,055		-					-				(85,055	)		5a		-

Total Comprehensive Shareholders’ Equity		3,923,679		1,016,297		-					-				(1,048,036	)				3,891,940
Long -Term Debt, Net of Current Portion and Unamortized Discount and Debt Issuance Costs		3,567,401		-		-					-				-					3,567,401
Long-term debt - affiliated companies, net of current maturities		-		763,767		-					-				(763,767	)		5a		-

Total Capitalization		7,491,080		1,780,064		-					-				(1,811,803	)				7,459,341


Current and Accrued Liabilities
Notes Payable to Banks and Commercial Paper		-		-		-					244,000		4b		-					244,000
Short-Term Promissory Note		-		-		-					1,200,000		4a		-					1,200,000
Current Portion of Long-Term Debt		-		-		-					-				-					-
Accounts Payable		146,096		33,687		-					-				-					179,783
Accounts payable - affiliated companies		-		30,442		-					-				(30,442	)		5a		-
Current maturities of long-term debt - affiliated companies		-		59,582		-					-				(59,582	)		5a		-
Amounts Payable to Customers		752		-		-					-				-					752
Dividends Payable		52,745		-		-					-				-					52,745
Interest Payable on Long-Term Debt		34,475		-		-					-				-					34,475
Customer Security Deposits		27,723		4,332		-					-				-					32,055
Other Accruals and Current Liabilities		241,398		43,850		-					-				(42,234	)		5a, 5b		243,014
Fair Value of Derivative Financial Instruments		1,027		-		-					-				-					1,027

		504,216		171,893		-					1,444,000				(132,258	)				1,987,851

Other Liabilities
Deferred Income Taxes		1,353,287		213,449		-					-				(213,449	)		5a		1,353,287
Taxes Refundable to Customers		302,149		-		-					-				-					302,149
Cost of Removal Regulatory Liability		319,921		-		-					-				-					319,921
Other Regulatory Liabilities		116,935		323,618		-					-				-					440,553
Other Post-Retirement Liabilities		3,768		-		-					-				-					3,768
Asset Retirement Obligations		223,021		-		35,055			2a		-				-					258,076
Other Liabilities		137,390		45,345		(35,055	)		2a		-				-					147,680

		2,456,471		582,412		-					-				(213,449	)				2,825,434

Total Capitalization and Liabilities	$	10,451,767	$	2,534,369	$	-				$	1,444,000			$	(2,157,510	)			$	12,272,626

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE NINE MONTHS ENDED JUNE 30, 2026

(in thousands, except share and per share data)


	Historical
	For the Nine Months Ended June 30, 2026			For the Nine Months Ended June 30, 2026
	National Fuel			CenterPoint Ohio (Historical as adjusted in Note 2)			Transaction Accounting Adjustments - Reclassification			Notes		Transaction Accounting Adjustments - Financing			Notes		Transaction Accounting Adjustments - Acquisition			Notes		Pro Forma Combined
INCOME
Operating Revenues:
Utility Revenues	$	850,258		$	245,236		$	-				$	-				$	-				$	1,095,494
Integrated Upstream and Gathering Revenues		984,561			-			-					-					-					984,561
Pipeline and Storage Revenues		212,558			-			-					-					-					212,558

		2,047,377			245,236			-					-					-					2,292,613

Operating Expenses:
Purchased Gas		323,335			6,395			-					-					-					329,730
Operation and Maintenance:
Utility		187,549			61,352			-					-					-					248,901
Integrated Upstream and Gathering and Other		180,904			-			-					-					-					180,904
Pipeline and Storage		88,459			-			-					-					-					88,459
Property, Franchise and Other Taxes		72,519			37,535			-					-					-					110,054
Depreciation, Depletion and Amortization		362,412			61,378			-					-					(6,045	)		6d		417,745

		1,215,178			166,660			-					-					(6,045	)				1,375,793

Operating Income		832,199			78,576			-					-					6,045					916,820
Other Income (Expense):
Other Income		37,100			2,315			9,101			2c		-					-					48,516
Interest Expense on Long-Term Debt		(96,776	)		-			(27,416	)		2b		(43,267	)		4c, 4e, 4f		32,432			6a,6b		(135,027	)
Other Interest Expense		(16,344	)		(18,126	)		18,315			2b, 2c		-					-					(16,155	)

Income Before Income Taxes		756,179			62,765			-					(43,267	)				38,477					814,154
Income Tax Expense		188,245			5,680			-					(9,085	)		4i		8,080			6e		192,920

Net Income Available for Common Stock		567,934			57,085			-					(34,182)					30,397					621,234


Earnings Per Common Share:
Basic:
Net Income Available for Common Stock	$	6.06																				$	6.54		6f
Diluted
Net Income Available for Common Stock	$	6.01																				$	6.49		6f
Weighted Average Common Shares Outstanding
Used in Basic Calculation		93,730,191																					94,971,924		6f
Used in Diluted Calculation		94,445,771																					95,687,504		6f

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE YEAR ENDED SEPTEMBER 30, 2025

(in thousands, except share and per share data)


	Historical
	For the Year Ended September 30, 2025			For the Year Ended December 31, 2025
	National Fuel			CenterPoint Ohio (Historical as adjusted in Note 2)			Transaction Accounting Adjustments- Reclassification			Notes		Transaction Accounting Adjustments- Financing			Notes		Transaction Accounting Adjustments- Acquisition			Notes		Pro Forma Combined
INCOME
Operating Revenues:
Utility Revenues	$	817,274		$	267,504		$	-				$	-				$	-				$	1,084,778
Integrated Upstream and Gathering and Other Revenues		1,184,136			-			-					-					-					1,184,136
Pipeline and Storage Revenues		276,131			-			-					-					-					276,131

		2,277,541			267,504			-					-					-					2,545,045

Operating Expenses:
Purchased Gas		213,441			5,549			-					-					-					218,990
Operation and Maintenance:
Utility		230,639			78,889			-					-					-					309,528
Integrated Upstream and Gathering and Other		206,616			-			-					-					31,739			6c		238,355
Pipeline and Storage		120,610			-			-					-					-					120,610
Property, Franchise and Other Taxes		94,380			42,271			-					-					-					136,651
Depreciation, Depletion and Amortization		456,594			58,880			-					-					(7,258	)		6d		508,216
Impairment of Assets		141,802			-			-					-					-					141,802

		1,464,082			185,589			-					-					24,481					1,674,152

Operating Income		813,459			81,915			-					-					(24,481	)				870,893
Other Income (Expense):
Other Income (Deductions)		36,428			5,216			22,484			2c		-					-					64,128
Interest Expense on Long-Term Debt		(140,870	)		-			(33,202	)		2b		(65,078	)		4c, 4d, 4f		50,812			6a, 6b		(188,338	)
Interest Expense on Short-Term Promissory Note		-			-			-					(77,786	)		4g		-					(77,786	)
Other Interest Expense		(14,964	)		(10,268	)		10,718			2b, 2c		(10,828	)		4h		-					(25,342	)

Income Before Income Taxes		694,053			76,863			-					(153,692	)				26,331					643,555
Income Tax Expense		175,549			8,449			-					(32,275	)		4i		5,530			6e		157,253

Net Income Available for Common Stock		518,504			68,414			-					(121,417	)				20,801					486,302

Earnings Per Common Share:
Basic:
Net Income Available for Common Stock	$	5.73																				$	5.12		6f
Diluted
Net Income Available for Common Stock	$	5.68																				$	5.09		6f
Weighted Average Common Shares Outstanding
Used in Basic Calculation		90,500,916																					94,903,429		6f
Used in Diluted Calculation		91,227,473																					95,629,986		6f

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1 — Basis of Presentation

The Acquisition is accounted for as a business combination in accordance with the acquisition method of accounting under GAAP. National Fuel is deemed to be the accounting acquirer and CenterPoint Ohio is deemed to be the accounting acquiree.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information in accordance with GAAP necessary for an illustrative understanding of National Fuel upon consummation of the Acquisition and the other related events contemplated by the Purchase Agreement and the unaudited pro forma condensed combined financial information. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes.

National Fuel and CenterPoint Ohio have different fiscal year end dates. National Fuel’s fiscal year ends on September 30th of each year. CenterPoint Ohio’s fiscal year ends on December 31st of each year. The unaudited pro forma condensed combined balance sheet as of June 30, 2026 is prepared on a combined basis using the historical unaudited consolidated balance sheet of National Fuel as of June 30, 2026 and the historical unaudited balance sheet of CenterPoint Ohio as of June 30, 2026, respectively, giving effect to the Acquisition as if it had been consummated on June 30, 2026 based on the assumptions and adjustments described in the accompanying notes.

The difference between National Fuel and CenterPoint Ohio’s fiscal year-end dates is 92 days, CenterPoint Ohio’s historical financial information has been adjusted accordingly for purposes of preparing the pro forma condensed combined statement of income. For the nine months ended June 30, 2026, CenterPoint Ohio’s financial information was derived by starting with the audited results for the fiscal year ended December 31, 2025, removing the unaudited results for the nine months ended September 30, 2025, and subsequently adding the unaudited results for the six months ended June 30, 2026.

The unaudited pro forma condensed combined statement of income for the nine months ended June 30, 2026 combines the historical unaudited consolidated statement of income of National Fuel and CenterPoint Ohio for the nine months ended June 30, 2026, giving effect to the Acquisition as if it had been consummated on October 1, 2024, the beginning of the earliest period presented based on the assumptions and adjustments described in the accompanying notes.

The unaudited pro forma condensed combined statement of income for the year ended September 30, 2025 combines the historical audited consolidated statement of income of National Fuel for the year ended September 30, 2025, and the historical audited statement of income of CenterPoint Ohio for the year ended December 31, 2025, respectively, giving effect to the Acquisition as if it had been consummated on October 1, 2024, the beginning of the earliest period presented based on the assumptions and adjustments described in the accompanying notes.

The unaudited pro forma adjustments represent National Fuel management’s estimates based on information available and are subject to change as additional information becomes available and analyses are performed. If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different and those changes could be material.

The pro forma financial statements are presented for informational purposes only and are not necessarily indicative of the operating results and financial position of the combined company that would have occurred had the Acquisition occurred on the dates indicated. Adjustments are based on information available to management during the preparation of the pro forma financial statements and assumptions that management believes are reasonable and supportable. Further, the pro forma financial statements do not purport to project the future operating results or financial position of the combined company following the Acquisition. National Fuel’s actual financial position and results of operations following completion of the Acquisition may differ materially from these pro forma financial statements. Further, the pro forma financial statements do not reflect the effect of any regulatory actions that may impact the results of the combined company following the Acquisition.

The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the combined company filed consolidated income tax returns during the periods presented.

The pro forma basic and diluted earnings per share amounts presented in the pro forma financial statements are based upon the number of shares of National Fuel’s common stock outstanding, assuming the acquisition occurred on October 1, 2024.

Note 2 — Accounting Policies and Reclassifications

The accounting policies used in the preparation of the unaudited pro forma condensed combined financial information are those set out in National Fuel’s audited annual financial statements as of and for the year ended September 30, 2025. National Fuel’s management is currently evaluating significant accounting policy differences between the two entities. Upon the consummation of the Acquisition, National Fuel will perform a comprehensive review of CenterPoint Ohio’s accounting and financial reporting policies between the two entities and may identify differences in accounting policies between the two entities which, when conformed, could be material.

Certain reclassifications are reflected in the unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statements of income to conform presentation between CenterPoint Ohio and National Fuel. These reclassifications have no effect on previously reported total assets, total liabilities and shareholders’ equity, or net income of National Fuel or CenterPoint Ohio. The unaudited pro forma condensed combined financial information may not reflect all reclassifications necessary to conform CenterPoint Ohio’s presentation to that of National Fuel due to limitations on the availability of information. Additional reclassification adjustments may be identified as more information becomes available.

The following adjustments were made to derive CenterPoint Ohio’s condensed combined statement of income for the nine months ended June 30, 2026.


	A			-	B			=	C			+	D			=	E
	Year Ended December 31, 2025 (Audited)				Nine Months Ended September 30, 2025 (Unaudited)				Three Months Ended December 31, 2025 (Unaudited)				Six Months Ended June 30, 2026 (Unaudited)				Nine Months Ended June 30, 2026 (Unaudited)
Operating Revenues:
Utility revenues	$	267,504			$	193,325			$	74,179			$	171,057			$	245,236
Operating Expenses:
Utility natural gas		5,549				3,341				2,208				4,187				6,395
Operation and maintenance		78,889				56,537				22,352				39,000				61,352
Depreciation & amortization		58,880				43,676				15,204				46,174				61,378
Taxes other than income taxes		42,271				31,328				10,943				26,592				37,535

		185,589				134,882				50,707				115,953				166,660

Operating Income		81,915				58,443				23,472				55,104				78,576

Other Income (Expense):
Interest expense		(10,268	)			(6,895	)			(3,373	)			(14,753	)			(18,126	)
Other income, net		5,216				4,995				221				2,094				2,315

		(5,052	)			(1,900	)			(3,152	)			(12,659	)			(15,811	)

Income Before Income Taxes		76,863				56,543				20,320				42,445				62,765
Income tax expense		8,449				6,924				1,525				4,155				5,680

Net Income	$	68,414			$	49,619			$	18,795			$	38,290			$	57,085

The following alignment adjustments were made to conform naming convention presentations between CenterPoint Ohio and National Fuel:


	As of June 30, 2026
(Thousands of Dollars)	CenterPoint Ohio (Historical)		FSLI alignment			CenterPoint Ohio (Historical as adjusted)
ASSETS
Property, plant and equipment	$	2,350,262	$	-		$	2,350,262
Less: accumulated depreciation and amortization		495,703		(495,703	)		-
Less - Accumulated Depreciation, Depletion and Amortization		-		495,703			495,703

		1,854,559		-			1,854,559

Current Assets
Cash and cash equivalents		163		(163	)		-
Cash and Temporary Cash Investments		-		163			163
Accounts receivable		47,338		(47,338	)		-
Receivables - Net of Allowance for Uncollectible Accounts		-		47,338			47,338
Accrued unbilled revenues		14,679		(14,679	)		-
Unbilled Revenue		-		14,679			14,679
Accounts and notes receivable - affiliated companies		29,918		-			29,918
Material and supplies		9,721		(9,721	)		-
Materials and Supplies - at average cost		-		9,721			9,721
Other current assets		86		-			86

		101,905		-			101,905

Other Assets
Regulatory assets		358,905		(358,905	)		-
Other Regulatory Assets		-		358,905			358,905
Goodwill		219,000		-			219,000

		577,905		-			577,905

Total Assets	$	2,534,369	$	-		$	2,534,369

CAPITALIZATION AND LIABILITIES
Capitalization:
Additional paid-in-capital	$	931,242	$	-		$	931,242
Retained earnings		85,055		-			85,055

Total member’s equity		1,016,297		-			1,016,297
Long-term debt - affiliated companies, net of current maturities		763,767		-			763,767

Total Capitalization		1,780,064		-			1,780,064

Current and Accrued Liabilities
Accounts payable		33,687		-			33,687
Accounts payable - affiliated companies		30,442		-			30,442
Current maturities of long-term debt - affiliated companies		59,582		-			59,582
Taxes accrued		39,223		(39,223	)		-
Other current liabilities		4,627		(4,627	)		-
Customer deposits		4,332		(4,332	)		-
Customer Security Deposits		-		4,332			4,332
Other Accruals and Current Liabilities		-		43,850			43,850

		171,893		-			171,893

Other Liabilities
Deferred income taxes, net		213,449		(213,449	)		-
Deferred Income Taxes		-		213,449			213,449
Regulatory liabilities		323,618		(323,618	)		-
Other Regulatory Liabilities		-		323,618			323,618

Other Liabilities		45,345		-			45,345

		582,412		-			582,412

Total Capitalization and Liabilities	$	2,534,369	$	-		$	2,534,369


	For the Nine Months Ended June 30, 2026
(Thousands of Dollars)	CenterPoint Ohio (Historical)			FSLI alignment			CenterPoint Ohio (Historical as adjusted)
Operating Revenues:
Utility Revenues	$	245,236		$	-		$	245,236
Operating Expenses:
Utility natural gas		6,395			(6,395	)		-
Purchased Gas					6,395			6,395
Operation and maintenance		61,352			(61,352	)		-
Operating and Maintenance:
Utility		-			61,352			61,352
Property, Franchise and Other Taxes		-			37,535			37,535
Depreciation & amortization		61,378			(61,378	)		-
Depreciation, Depletion and Amortization		-			61,378			61,378
Taxes other than income taxes		37,535			(37,535	)		-

		166,660			-			166,660

Operating Income		78,576			-			78,576

Other Income (Expense):
Other income, net		2,315			(2,315	)		-
Other Income		-			2,315			2,315
Interest expense		(18,126	)		18,126			-
Other Interest Expense		-			(18,126	)		(18,126	)

Income Before Income Taxes		62,765			-			62,765
Income Tax Expense		5,680			-			5,680

Net Income	$	57,085		$	-		$	57,085


	For the Year Ended December 31, 2025
(Thousands of Dollars)	CenterPoint Ohio (Historical)			FSLI alignment			CenterPoint Ohio (Historical as adjusted)
Operating Revenues:
Utility Revenues	$	267,504		$	-		$	267,504
Operating Expenses:
Utility natural gas		5,549			(5,549	)		-
Purchased Gas					5,549			5,549
Operation and maintenance		78,889			(78,889	)		-
Operating and Maintenance:
Utility		-			78,889			78,889
Property, Franchise and Other Taxes		-			42,271			42,271
Depreciation & amortization		58,880			(58,880	)		-
Depreciation, Depletion and Amortization		-			58,880			58,880
Taxes other than income taxes		42,271			(42,271	)		-

		185,589			-			185,589

Operating Income		81,915			-			81,915

Other Income (Expense):
Other income, net		5,216			(5,216	)		-
Other Income (Deductions)		-			5,216			5,216
Interest expense		(10,268	)		10,268			-
Other Interest Expense		-			(10,268	)		(10,268	)

Income Before Income Taxes		76,863			-			76,863
Income Tax Expense		8,449			-			8,449

Net Income	$	68,414		$	-		$	68,414

The following reclassification adjustments were made to conform presentation between CenterPoint Ohio and National Fuel:

(a) Represents the reclassification of asset retirement obligations from Other Liabilities to Asset Retirement Obligations.

(b) Represents the reclassification of $27.4 million for the nine months ended June 30, 2026 and $33.2 million for the year ended September 30, 2025, of interest expense related to long-term borrowing from Other Interest Expense to Interest Expense on Long-Term Debt.

(c) Represents the reclassification of $9.1 million for the nine months ended June 30, 2026 and $22.5 million for the year ended September 30, 2025, of other income from Other Interest Expense to Other Income (Deductions).

Note 3 — Calculation of Consideration and Preliminary Purchase Price Allocation of the Acquisition

Upon the consummation of the Acquisition, National Fuel obtained 100% of the equity interests in CenterPoint Ohio for the Acquisition Consideration of $2.62 billion. Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed are recorded by National Fuel at their acquisition date fair values. The excess purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill.

Preliminary Acquisition Consideration

The preliminary fair value of the Acquisition Consideration expected to be transferred on the Acquisition closing date includes the estimated value of the cash consideration, and a Seller Note Facility. The preliminary Acquisition Consideration is as follows:


		(Thousands of Dollars)
Estimated Cash Consideration(1)	$	1,420,000
Seller Note Facility(2)		1,200,000


Total Preliminary Acquisition Consideration	$	2,620,000

(1)

Represents the preliminary Cash Consideration to be paid to Seller pursuant to the Purchase Agreement, exclusive of closing working capital adjustments.

(2)

Represents the Seller Note Facility issued pursuant to the Purchase Agreement, with a principal amount of $1.2 billion bearing interest at 6.50% per annum to fund a portion of the Acquisition Consideration. The carrying amount approximates fair value as of the acquisition date.

Preliminary Estimated Purchase Price Allocation

Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed are recorded by National Fuel at their acquisition date fair values. The principal assets acquired consist of property, plant and equipment, and regulatory assets. The fair value of these assets approximates book value based on market participant assumptions including the anticipated recovery of these assets (under the ratemaking environment). The excess purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill.

The preliminary estimate of fair values of assets acquired and liabilities assumed have been determined by management of National Fuel using publicly available benchmarking information and other assumptions, including market participant assumptions. The purchase price allocation is preliminary and subject to change, as additional information becomes available and as additional analyses are performed. The differences that may occur between the preliminary estimates and the final purchase price allocation when the valuation and other studies are finalized could be material.

National Fuel considered if any identifiable intangible assets were acquired in connection with the Acquisition. National Fuel identified customer relationships as an intangible asset and concluded that the indicated fair value of acquired customer relationships was rounded to zero based on preliminary valuation studies utilizing the multi-period excess earnings methodology.

The following table summarizes allocation of the preliminary estimate of the purchase price to the assets acquired and liabilities assumed:


		(Thousands of Dollars)
Cash and Temporary Cash Investments	$	163
Receivables - Net of Allowance for Uncollectible Accounts		47,338
Unbilled Revenue		14,679
Materials and Supplies - at average cost		9,721
Other current assets		86
Property, Plant and Equipment, Net		1,793,166
Other Regulatory Assets		358,905

Total Assets	$	2,224,058

Accounts payable		33,687
Customer Security Deposits		4,332
Other Accruals and Current Liabilities		4,627
Other Regulatory Liabilities		323,618
Asset Retirement Obligations		35,055
Other Liabilities		10,290

Total Liabilities		411,609

Net Assets Acquired	$	1,812,449
Goodwill		807,551

Fair value of consideration transferred	$	2,620,000

Goodwill will not be amortized but instead will be reviewed for impairment at the reporting unit level at least annually, and more often if indicators of impairment are identified. Goodwill represents future economic benefits including going concern value, the value of future buyer and provider relationships, the opportunity to scale and expand market offerings, and other expected synergies. Goodwill recognized in the Acquisition is expected to be deductible for tax purposes.

Note 4 — Transaction Accounting Adjustments - Financing

(a) Reflects the $1.2 billion Seller Note Facility entered into between National Fuel and the Seller in connection with the Purchase Agreement. No capitalizable financing costs were incurred for the Seller Note Facility. The new Seller Note Facility is classified as short-term debt based on the Seller Note Facility’s term of 364 days.

(b) Reflects the proceeds from borrowings under National Fuel’s commercial paper program, including the Revolving Credit Facility, in the amount of $244.0 million. No capitalizable financing costs were incurred for the $244.0 million draw.

(c) Represents the elimination of the recorded interest expense in connection with the repayment of the $300.0 million current portion of National Fuel’s existing long-term notes with a maturity date in October 2026 in the amount of $12.7 million for the nine months ended June 30, 2026 and $16.5 million for the year ended September 30, 2025, respectively. The repayment was made on June 11, 2026.

(d) Represents the prepayment premium associated with the repayment of the $300.0 million short-term portion of National Fuel’s existing long-term notes with a maturity date in October 2026 in the amount of $1.2 million.

(e) Represents the elimination of the total interest expense and amortization of deferred issuance costs in connection with the Notes, as described in the Related Financing Events section above, in the amount of $4.4 million that was recorded in National Fuel’s historical statement of income for the nine months ended June 30, 2026. Refer to note 4(f) for the recording of the associated interest expense and amortization of deferred issuance costs.

(f) Represents the total interest expense and amortization of deferred issuance costs in connection with the Notes, as described in the Related Financing Events section above, in the amount of $60.4 million and $80.3 million, for the nine months ended June 30, 2026 and for the year ended September 30, 2025, respectively. Interest expense is calculated using an effective interest rate method. The weighted average effective interest rate of the Notes was 5.36%.

(g) Represents the total interest expense in the amount of $77.8 million for the year ended September 30, 2025 in connection with the Seller Note Facility to be incurred by National Fuel to fund the Acquisition as described in the Related Financing Events section above. Interest expense is calculated using an effective interest rate method. The effective interest rate for the Seller Note Facility was 6.50%.

(h) Represents the total interest expense in the amount of $10.8 million for the year ended September 30, 2025 in connection with the borrowings under National Fuel’s commercial paper program, including the Revolving Credit Facility as described in Note 4(b). Interest expense is calculated using an effective interest rate method. The effective interest rate for the borrowings was 4.45%.

(i) Represents the tax expense (benefit) impact at a statutory tax rate of 21.0% for both the nine months ended June 30, 2026 and the year ended September 30, 2025. This rate is not necessarily indicative of the effective tax rate of National Fuel following the Acquisition. The actual tax effects of the Acquisition will differ from the pro forma adjustments, and the differences may be material.

Note 5 — Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments and Assumptions

(a) Represents the adjustments to historical CenterPoint Ohio balances to reflect the impact of acquisition accounting as outlined in Note 3 above, based on the total preliminary Acquisition Consideration of $2.62 billion, which consists of (1) Cash Consideration of $1.42 billion, and (2) the Seller Note Facility in the amount of $1.2 billion.


	(Thousands of Dollars)
Total Acquisition Consideration	$	2,620,000
Less: identifiable net asset acquired (1)		(1,812,449	)

Estimated goodwill	$	807,551


CenterPoint Ohio historical goodwill		219,000

Adjustment to goodwill	$	588,551


National Fuel historical goodwill		5,476

Pro forma goodwill	$	813,027

(1) The purchase price allocation is based on preliminary estimates of fair value of assets acquired and liabilities assumed. The difference between the estimated total Acquisition Consideration and preliminary identifiable net assets acquired is recorded as estimated goodwill. The preliminary purchase price and purchase price allocation are presented in Note 3 above. Upon completion of the fair value assessment after the Acquisition, it is anticipated that the ultimate purchase price allocation will differ from the preliminary assessment outlined here. Any changes to the initial estimates of the fair value of the acquired assets and assumed liabilities will be recorded as adjustments to those assets and liabilities, and residual amounts will be allocated to goodwill. Final consideration will be determined at the closing of the Acquisition.

The deferred income tax, net balance included in the historical balance sheet of CenterPoint Ohio reflected in Note 2 is not transferred under the Purchase Agreement based on the mutual contractual agreement between CenterPoint Ohio and National Fuel to make the IRC Section 338(h)(10) election resulting in asset step up adjustments to fair market value for tax purposes. The IRC Section 388(h)(10) election also results in the elimination of book/tax basis differences at the time of the Acquisition that would cause the establishment of deferred taxes. The outstanding deferred tax balance is assumed to be settled by the Seller at the time of closing the Acquisition in accordance with the Purchase Agreement.

The balances reflected in Note 2 for accounts and notes receivable to affiliated companies, corporate allocated property, plant and equipment, net ($61.4 million), accounts payable to affiliated companies, short-term and long-term debt with affiliated companies, and taxes accrued ($39.2 million) included in the historical balance sheet of CenterPoint Ohio are not transferred under the terms of the Purchase Agreement. These assets and liabilities are assumed to be settled by the Seller prior to closing.

(b) Represents the settlement of transaction costs accrued as of June 30, 2026 in the amount of $3.0 million and the remaining estimated transaction costs to be incurred by National Fuel in the amount of $31.7 million in connection with the Acquisition.

Note 6 — Unaudited Pro Forma Condensed Combined Statements of Income Adjustments and Assumptions

(a) Represents the elimination of the interest expense associated with CenterPoint Ohio’s extinguished short-term and long-term debt with affiliated companies in the amounts of $27.4 million and $33.1 million for the nine months ended June 30, 2026 and for the year ended September 30, 2025, respectively.

(b) Represents the elimination of the interest expense associated with the repayment of certain indebtedness of National Fuel that matured during the quarter ended March 31, 2026, in the amounts of $5.1 million and $17.7 million for the nine months ended June 30, 2026 and for the year ended September 30, 2025, respectively. The repayment was made on January 22, 2026.

(c) Represents the one-time direct and incremental transaction costs anticipated to be incurred by National Fuel prior to, or concurrent with, the Acquisition in the amount of $31.7 million and are reflected in the unaudited pro forma condensed combined balance sheet as a direct reduction to the combined entity’s Earnings Reinvested in the Business and are assumed to be cash settled. The amount is exclusive of $16.5 million one-time direct transaction costs incurred and recorded during the nine months ended June 30, 2026.

(d) Represents the elimination of the amortization expense associated with the excluded property, plant and equipment described in Note 5(a).

(e) Represents the tax expense (benefit) impact at a statutory tax rate of 21.0% for both the nine months ended June 30, 2026 and the year ended September 30, 2025. This rate is not necessarily indicative of the effective tax rate of National Fuel following the Acquisition. The actual tax effects of the Acquisition will differ from the pro forma adjustments, and the differences may be material.

(f) Represents the pro forma basic and diluted net income per share attributable to the combined entity’s common shareholders. The following pro forma weighted average shares calculations have been performed for the nine months ended June 30, 2026 and for the year ended September 30, 2025. The unaudited pro forma condensed combined earnings per share, basic and diluted, are computed by dividing net income by the weighted-average number of shares of common stock outstanding as of June 30, 2026, as adjusted for the pro forma share issuances discussed above.


	For the Nine Months Ended June 30, 2026 (Thousands of dollars, except share and per common share amounts)
Numerator:
Net Income Available for Common Stock	$	621,234

Denominator:
Historical National Fuel weighted average shares outstanding (basic)		93,730,191
Common shares issued in connection with Private Placement(1)		1,241,733

Pro forma weighted average shares (basic)		94,971,924


Historical National Fuel weighted average shares outstanding (diluted)		94,445,771
Common shares issued in connection with Private Placement(1)		1,241,733

Pro forma weighted average shares (diluted)		95,687,504


Pro forma net income per share attributable to common shares:
Basic	$	6.54
Diluted	$	6.49

(1) A total of 4,402,513 shares of National Fuel’s common stock issued in connection with the Private Placement on December 17, 2025, adjusted for the weighted average shares included in the historical National Fuel weighted average shares outstanding, basic and diluted.


	For the Year Ended September 30, 2025 (Thousands of dollars, except share and per common share amounts)
Numerator:
Net Income Available for Common Stock	$	486,302

Denominator:
Historical National Fuel weighted average shares outstanding (basic)		90,500,916
Common shares issued in connection with Private Placement(1)		4,402,513

Pro forma weighted average shares (basic)		94,903,429


Historical National Fuel weighted average shares outstanding (diluted)		91,227,473
Common shares issued in connection with Private Placement(1)		4,402,513

Pro forma weighted average shares (diluted)		95,629,986


Pro forma net income per share attributable to common shares:
Basic	$	5.12
Diluted	$	5.09

(1) A total of 4,402,513 shares of National Fuel’s common stock issued in connection with the Private Placement on December 17, 2025.

Source: View Original Filing on SEC EDGAR

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National Fuel Gas acquires Vectren Energy Delivery of Ohio

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