National Fuel (NYSE: NFG) outlines $2.62B CenterPoint Ohio utility acquisition and financing

Q: What are CenterPoint Ohio’s key 2025 financial results before the NFG acquisition?

For the year ended December 31, 2025 , CenterPoint Ohio reported utility revenues of $268 million and net income of $68 million . Total assets were $2.50 billion , including $1.80 billion of net property, plant and equipment, and member’s equity of $942 million .

Q: What recent quarterly performance did CenterPoint Ohio report in 2026?

For the three months ended March 31, 2026 , CenterPoint Ohio generated utility revenues of $97 million and net income of $25 million . Total assets were $2.56 billion and member’s equity was $1.02 billion , reflecting continued regulated utility operations.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

National Fuel Gas Company is moving forward with its planned acquisition of Vectren Energy Delivery of Ohio, an Ohio natural gas utility business, for $2.62 billion under a Securities Purchase Agreement with CenterPoint Energy Resources Corp. The deal includes $1.42 billion in cash at closing and a $1.2 billion 364‑day seller promissory note. CenterPoint Ohio reported 2025 utility revenues of $268 million and net income of $68 million, with total assets of $2.50 billion as of December 31, 2025. Unaudited March 31, 2026 results show quarterly utility revenues of $97 million and net income of $25 million. The filing also provides unaudited pro forma condensed combined financial statements reflecting the planned acquisition and related financings, including a previously completed $350 million common stock private placement and planned $1.5 billion of senior unsecured notes plus a $1.2 billion seller note facility, all subject to customary closing conditions and regulatory approvals such as review by the Public Utilities Commission of Ohio.

Insights

Large Ohio gas utility acquisition with leveraged, mixed financing structure.

National Fuel plans to buy CenterPoint Ohio for $2.62 billion, adding about $2.50 billion of utility assets and a business that earned $68 million in 2025 net income. The target serves roughly 337,000 Ohio gas customers, fitting a regulated distribution profile.

Financing relies on multiple layers: a prior equity raise of $350 million, expected issuance of $1.5 billion in senior unsecured notes at a 5.04% weighted average rate, a $1.2 billion Seller Note Facility at 6.50%, and additional short‑term borrowings around $283 million. This meaningfully increases gross debt.

Regulatory and execution factors are important. Closing cannot occur before October 1, 2026 and depends on Hart‑Scott‑Rodino clearance and PUCO review, where staff has already proposed conditions. Subsequent company filings will show whether final terms, allowed returns and integration costs maintain the transaction’s economic balance.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

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

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

CenterPoint Ohio purchase price: $2.62 billion CenterPoint Ohio 2025 utility revenues: $268 million CenterPoint Ohio 2025 net income: $68 million +5 more

8 metrics

CenterPoint Ohio purchase price $2.62 billion Aggregate consideration per Securities Purchase Agreement

CenterPoint Ohio 2025 utility revenues $268 million Year ended December 31, 2025

CenterPoint Ohio 2025 net income $68 million Year ended December 31, 2025

CenterPoint Ohio total assets $2,496 million Balance sheet as of December 31, 2025

Private placement proceeds $350 million 4,402,513 NFG shares at $79.50 per share

Planned senior unsecured notes $1.5 billion Expected weighted average interest rate 5.04%

Seller Note Facility $1.2 billion Unsecured term loan at 6.50% interest, 364‑day maturity

Additional short-term borrowings $283.0 million Estimated commercial paper or other short‑term facilities for Acquisition

Key Terms

Securities Purchase Agreement, Seller Note Facility, Public Utilities Commission of Ohio, AFUDC, +2 more

6 terms

Securities Purchase Agreement financial

"National Fuel entered into a Securities Purchase Agreement with CenterPoint Energy Resources Corp."

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

Seller Note Facility financial

"the Seller Note Facility, pursuant to which the Seller agrees to provide National Fuel a $1.2 billion unsecured term loan"

Public Utilities Commission of Ohio regulatory

"subject to the completion of a review with the Public Utilities Commission of Ohio"

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

AFUDC financial

"AFUDC represents the composite interest cost of borrowed funds and a reasonable return on the equity funds used for construction"

Allowance for Funds Used During Construction (AFUDC) is an accounting method that adds the cost of financing — typically interest and sometimes a return — to the value of a long-term project while it’s being built, rather than charging that cost immediately as an expense. Think of it like capitalizing the loan interest on a house while it’s under construction so the cost becomes part of the asset; this raises reported asset value and delays expense recognition, which can make current earnings look stronger and affect future regulated rates and investor returns.

Distribution Replacement Rider financial

"CEOH is periodically involved in proceedings in Ohio to adjust its capital tracking mechanisms (e.g. DRR, CEP)"

Seller Note Agreement financial

"Seller Note Agreement by and between CERC Corp. and NFGC to be entered into at the closing"

Understanding 8-K Material Events →

05/26/2026 - 08:56 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): May 26, 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 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. ☐

Item 8.01.

Other Events.

CenterPoint Acquisition

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 $2,620,000,000, subject to customary adjustments, as provided in the Purchase Agreement (the “Transaction”).

The Transaction is expected to close in the fourth quarter of calendar 2026, subject to the satisfaction or waiver of certain closing conditions set forth in the Purchase Agreement, including, but not limited to, the completion of a review with the Public Utilities Commission of Ohio. The Transaction will not close prior to October 1, 2026 without the prior written consent of the Seller.

This Current Report on Form 8-K is being filed to provide the consolidated financial statements of CenterPoint Ohio and pro forma financial information set forth under Item 9.01 below, which are incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained herein, including statements regarding the Transaction, are identified by the use of the words “anticipates,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “predicts,” “projects,” “believes,” “seeks,” “will” and “may” and similar expressions, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. While the Company’s expectations, beliefs and projections are expressed in good faith and are believed to have a reasonable basis, actual results may differ materially from those projected in forward-looking statements. Furthermore, each forward-looking statement speaks only as of the date on which it is made. In addition to other factors, the following are important factors that could cause actual results to differ materially from those discussed in the forward-looking statements: changes in laws, regulations or judicial interpretations to which the Company is subject, including those involving derivatives, taxes, safety, employment, climate change, other environmental matters, real property, and exploration and production activities such as hydraulic fracturing; governmental/regulatory actions, initiatives and proceedings, including those involving rate cases (which address, among other things, target rates of return, rate design, retained natural gas and system modernization), environmental/safety requirements, affiliate relationships, industry structure, and franchise renewal; changes in economic conditions, including the imposition of additional tariffs on U.S. imports and related retaliatory tariffs, inflationary pressures, supply chain issues, liquidity challenges, and global, national or regional recessions, and their effect on the demand for, and customers’ ability to pay for, the Company’s products and services; the Company’s ability to complete strategic transactions, such as the Transaction, including receipt of required regulatory clearances and satisfaction of other conditions to closing, and to recognize the anticipated benefits of such transactions; governmental/regulatory actions and/or market pressures to reduce or eliminate reliance on natural gas; the Company’s ability to estimate accurately the time and resources necessary to meet emissions targets; changes in the price of natural gas; impairments under the Securities and Exchange Commission’s full cost ceiling test for natural gas reserves; the creditworthiness or performance of the Company’s key suppliers, customers and counterparties; financial and economic conditions, including the availability of credit, and occurrences affecting the Company’s ability to obtain financing on acceptable terms for working capital, capital expenditures, other investments, and acquisitions, including any downgrades in the Company’s credit ratings and changes in interest rates and other capital market conditions; negotiations with the collective bargaining units representing the Company’s workforce, including potential work stoppages during negotiations; changes in price differentials between similar quantities of natural gas sold at different geographic locations, and the effect of such changes on commodity production, revenues and demand for pipeline transportation capacity to or from such locations; the impact of information technology disruptions, cybersecurity or data security breaches, including the impact of issues that may arise from the use of artificial intelligence technologies; factors affecting the Company’s ability to successfully identify, drill for and produce economically viable natural gas reserves, including among others geology, lease availability and costs, title disputes, weather conditions, water availability and disposal or recycling opportunities of used water, shortages, delays or unavailability of equipment and services required in drilling operations, insufficient gathering, processing and transportation capacity, the need to obtain governmental approvals and permits, and compliance with environmental laws and regulations; increased costs or delays or changes in plans with respect to Company projects or related projects of other companies, as well as difficulties or delays in obtaining necessary governmental approvals, permits or orders or in obtaining the cooperation of interconnecting facility operators; increasing health care costs and the resulting effect on health insurance premiums and on the obligation to provide other post-retirement benefits; other changes in price differentials between similar quantities of natural gas having different quality, heating value, hydrocarbon mix or delivery date; the cost and effects of legal and administrative claims against the Company or activist shareholder campaigns to effect changes at the Company; uncertainty of natural gas reserve estimates; significant differences between the Company’s projected and actual

production levels for natural gas; changes in demographic patterns and weather conditions (including those related to climate change); changes in the availability, price or accounting treatment of derivative financial instruments; changes in laws, actuarial assumptions, the interest rate environment and the return on plan/trust assets related to the Company’s pension and other post-retirement benefits, which can affect future funding obligations and costs and plan liabilities; economic disruptions or uninsured losses resulting from major accidents, fires, severe weather, natural disasters, terrorist activities or acts of war, as well as economic and operational disruptions due to third-party outages; significant differences between the Company’s projected and actual capital expenditures and operating expenses; or increasing costs of insurance, changes in coverage and the ability to obtain insurance. The Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.

Item 9.01.

Financial Statements and Exhibits.

(a) Financial Statements of Businesses or Funds Acquired.

The following audited financial statements of CenterPoint Ohio as of and for the year ended December 31, 2025 and the related notes thereto are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference:

•

Independent Auditor’s Report;

•

Balance Sheet as of December 31, 2025;

•

Statement of Income for the year ended December 31, 2025;

•

Statement of Cash Flows for the year ended December 31, 2025;

•

Statement of Changes in Member’s Equity for the year ended December 31, 2025; and

•

Notes to the Financial Statements.

Attached hereto as Exhibit 23.1 is the consent of Deloitte & Touche LLP, the independent auditors to CenterPoint Ohio, related to the above-referenced audited financial statements of CenterPoint Ohio filed as Exhibit 99.1 to this Current Report on Form 8-K.

The following unaudited financial statements of CenterPoint Ohio as of and for the three months ended March 31, 2026 and the related notes thereto are filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference:

•

Unaudited Balance Sheet as of March 31, 2026;

•

Unaudited Statement of Income for the Three Months Ended March 31, 2026;

•

Unaudited Statement of Cash Flows for the Three Months Ended March 31, 2026;

•

Unaudited Statement of Changes in Member’s Equity for the Three Months Ended March 31, 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 herein by reference:

•

Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2026;

•

Unaudited Pro Forma Condensed Combined Statement of Income for the year ended September 30, 2025 and the six months ended March 31, 2026; and

•

Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

(d) Exhibits.


Exhibit No.		Description

23.1		Consent of Deloitte & Touche LLP, the independent auditors to Vectren Energy Delivery of Ohio, LLC

99.1		Vectren Energy Delivery of Ohio, LLC Audited Financial Statements as of and for the year ended December 31, 2025, and accompanying notes thereto

99.2		Vectren Energy Delivery of Ohio, LLC Unaudited Financial Statements as of and for the three months ended March 31, 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: May 26, 2026


NATIONAL FUEL GAS COMPANY

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

Exhibit 99.1

VECTREN ENERGY DELIVERY OF OHIO, LLC

FINANCIAL STATEMENTS

As of and for the year ended December 31, 2025

Contents


	Page Number
Financial Statements
Glossary		1
Independent Auditor’s Report		2
Balance Sheet		3
Statement of Income		4
Statement of Cash Flows		5
Statement of Changes in Member’s Equity		6
Notes to the Financial Statements		7-17

GLOSSARY


*AFUDC*		Allowance for funds used during construction

*ARO*		Asset Retirement Obligation

*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

*EEFC*		Energy Efficiency Funding Component

*FASB*		Financial Accounting Standards Board

*GAAP*		Generally Accepted Accounting Principles

*IRS*		Internal Revenue Service

*NFGC*		National Fuel Gas Company, a New Jersey corporation

*Ohio Securities Purchase Agreement*		Securities Purchase Agreement, dated as of October 20, 2025, by and between CERC Corp. and NFGC

*PUCO*		Public Utilities Commission of Ohio

*ROE*		Return on equity

*Seller Note Agreement*		Seller Note Agreement by and between CERC Corp. and NFGC to be entered into at the closing of the proposed sale of all of the issued and outstanding equity interests in CEOH to NFGC contemplated by the Ohio Securities Purchase Agreement

*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

INDEPENDENT AUDITOR’S REPORT

To the Management of Vectren Energy Delivery of Ohio, LLC

Opinion

We have audited the financial statements of Vectren Energy Delivery of Ohio, LLC (the “Company”), which comprise the balance sheet as of December 31, 2025, and the related statements of income, cash flows, and member’s equity for the year then ended, and the related notes to the financial statements (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ DELOITTE & TOUCHE LLP

Houston, Texas

February 27, 2026

FINANCIAL STATEMENTS

VECTREN ENERGY DELIVERY OF OHIO, LLC

BALANCE SHEET


	December 31, 2025
	(in millions)
ASSETS
Current Assets:
Cash and cash equivalents	$	1
Accounts receivable		46
Accrued unbilled revenues		45
Material and supplies		9
Other current assets		1

Total current assets		102

Property, Plant and Equipment, Net:
Property, plant, and equipment		2,280
Less: accumulated depreciation & amortization		477

Property, plant and equipment, net		1,803

Other Assets:
Goodwill		219
Regulatory assets		372

Total other assets		591

Total Assets	$	2,496

LIABILITIES AND MEMBER’S EQUITY
Current Liabilities:
Accounts payable	$	100
Accounts and notes payable - affiliated companies		57
Current maturities of long-term debt - affiliated companies		60
Taxes accrued		47
Customer deposits		5
Other current liabilities		9

Total current liabilities		278

Other Liabilities:
Deferred income taxes, net		199
Regulatory liabilities		328
Other liabilities		46

Total other liabilities		573

Long-term Debt:
Long-term debt - affiliated companies, net of current maturities		703

Total long-term debt, net		703

Commitments and Contingencies (Note 8)
Member’s Equity:
Member’s units (no par value)		—
Additional paid-in capital		871
Retained earnings		71

Total member’s equity		942

Total Liabilities and Member’s Equity	$	2,496

The accompanying notes are an integral part of these financial statements

VECTREN ENERGY DELIVERY OF OHIO, LLC

STATEMENT OF INCOME


	Year Ended December 31, 2025
	(in millions)
Revenues:
Utility revenues	$	268
Expenses:
Utility natural gas		6
Operation and maintenance		79
Depreciation & amortization		59
Taxes other than income taxes		42

Total		186

Operating Income		82

Other Income (Expense):
Interest expense		(10	)
Other income, net		4

Total		(6	)

Income Before Income Taxes		76
Income tax expense		8

Net Income	$	68

The accompanying notes are an integral part of these financial statements

VECTREN ENERGY DELIVERY OF OHIO, LLC

STATEMENT OF CASH FLOWS


	Year Ended December 31, 2025
	(in millions)
Cash Flows from Operating Activities:
Net income	$	68
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation & amortization		59
Deferred income taxes		1
Changes in other assets and liabilities:
Accounts receivable and unbilled revenues, net		(19	)
Accounts receivable/payable - affiliated companies		18
Inventory		(1	)
Accounts payable		39
Other current assets		2
Other current liabilities		(7	)
Other non-current assets		(24	)
Other non-current liabilities		1
Other operating activities, net		(1	)

Net cash provided by operating activities		136

Cash Flows from Investing Activities:
Capital expenditures		(148	)
Decrease in notes receivable - affiliated companies		118
Other investing activities, net		(1	)

Net cash used in investing activities		(31	)

Cash Flows from Financing Activities:
Proceeds from long-term debt - affiliated companies		90
Payments of long-term debt - affiliated companies		(119	)
Dividend to parent		(105	)
Increase in notes payable - affiliated companies		29

Net cash used in financing activities		(105	)

Net Increase in Cash, Cash Equivalents		—
Cash, Cash Equivalents at Beginning of Period		1

Cash, Cash Equivalents at End of Period	$	1

The accompanying notes are an integral part of these financial statements

VECTREN ENERGY DELIVERY OF OHIO, LLC

STATEMENT OF CHANGES IN MEMBER’S EQUITY


	Year Ended December 31, 2025
	Units		Amount
	(in millions of dollars, except member’s units)
Member’s Units
Balance, beginning of period		100	$	—

Balance, end of period		100		—

Additional Paid-In-Capital
Balance, beginning of period				871

Balance, end of period				871

Retained Earnings
Balance, beginning of period				108
Net income				68
Dividend to parent				(105	)

Balance, end of period				71

Total Member’s Equity			$	942

The accompanying notes are an integral part of these financial statements

VECTREN ENERGY DELIVERY OF OHIO, LLC

NOTES TO THE 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 December 31, 2025, the assets included approximately 6,000 miles of transmission and distribution pipeline in Ohio serving approximately 337,000 metered customers. A filing was made on January 9, 2026, notifying the PUCO of the execution of the Ohio Securities Purchase Agreement.

(2) Summary of Significant Accounting Policies

(a) Use of Estimates

The preparation of the financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

(b) Revenue

The Company records revenue for natural gas sales and services under the accrual method and these revenues are recognized upon delivery to customers. Natural gas sales not billed by month-end are accrued based upon estimated purchased gas volumes, estimated lost and unaccounted for gas and currently effective tariff rates. For further discussion, see Note 3.

(c) Long-lived Assets

The Company records property, plant and equipment at historical cost and expenses repair and maintenance costs as incurred.

The Company periodically evaluates long-lived assets, including property, plant and equipment, when events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of long-lived assets is assessed by determining if a capital disallowance from a regulator is probable through monitoring the outcome of rate cases and other proceedings. No long-lived asset impairments were recorded in 2025.

The Company computes depreciation and amortization using the straight-line method based on economic lives or regulatory-mandated recovery periods. Amortization expense includes amortization of certain regulatory assets.

(d) Goodwill

CenterPoint Energy and CERC perform goodwill impairment tests at least annually and evaluate goodwill when events or changes in circumstances indicate that its carrying value may not be recoverable. Goodwill is evaluated for impairment by performing a qualitative assessment or using a quantitative test. If CenterPoint Energy or CERC chooses to perform a qualitative assessment and determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative test is then performed; otherwise, no further testing is required. The quantitative test, if required, is performed by comparing the fair value of each reporting unit with the carrying amount of the reporting unit, including goodwill. The estimated fair value of the reporting unit is primarily determined based on an income approach or a weighted combination of income and market approaches. When the carrying amount is in excess of the estimated fair value of the reporting unit, the excess amount is recorded as an impairment charge, not to exceed the carrying amount of goodwill. CenterPoint Energy includes deferred tax assets and liabilities within its reporting unit’s carrying value for the purposes of annual and interim impairment tests, regardless of whether the estimated fair value reflects the disposition of such assets and liabilities. Goodwill related to the Company is reported in CenterPoint Energy and CERC’s natural gas reporting segment and included in the overall evaluation performed for both CenterPoint Energy and CERC.

CenterPoint Energy and CERC performed the annual goodwill impairment tests in the third quarter of 2025 and determined that no goodwill impairment charge was required.

(e) Regulatory Assets and Liabilities

Retail public utility operations are subject to regulation by the PUCO. The Company applies the guidance for accounting for regulated operations. The Company may collect revenues subject to refund pending final determination in rate proceedings. In connection with such revenues, estimated rate refund liabilities are recorded and reflect management’s current judgment of the ultimate outcomes of the proceedings.

The Company recognizes removal costs as a component of depreciation expense in accordance with regulatory treatment. In addition, a portion of the amount of removal costs collected from customers that relate to AROs has been reflected as an asset retirement liability in accordance with accounting guidance for AROs.

For further detail on the Company’s regulatory assets and liabilities, see Note 5.

(f) Capitalization and Deferral of Interest, including AFUDC

The Company capitalizes interest and AFUDC as a component of projects under construction and amortizes it over the assets’ estimated useful lives once the assets are placed in service. Additionally, the Company defers interest costs into a regulatory asset when amounts are probable of recovery. Deferred debt interest is amortized over the recovery period for rate-making purposes. AFUDC represents the composite interest cost of borrowed funds and a reasonable return on the equity funds used for construction as the Company applies the guidance for accounting for regulated operations. Although AFUDC increases both property, plant and equipment and earnings, it is realized in cash when the assets are included in rates. The table below sets forth capitalized AFUDC and deferred debt interest costs for the period presented:


	Year Ended December 31, 2025
	(in millions)
Capitalized interest and AFUDC debt (1)	$	1
AFUDC – equity (2)		1
Deferred debt interest (3)		23

(1)	Included in Interest expense on the Company’s Statement of Income.

(2)	Included in Other income, net on the Company’s Statement of Income.

(3)	Represents the amount on certain regulatory assets that are authorized to earn a return, such as debt post in-service carrying costs on property, plant and equipment and gas costs and is included in Interest expense and other finance charges on the Company’s Statement of Income.

(g) Income Taxes

The Company does not file federal or state income tax returns separate from those filed by CERC Corp. or CenterPoint Energy. The Company is included in CenterPoint Energy’s U.S. federal consolidated income tax return. The Company and CERC Corp. are also included in various unitary or consolidated state income tax returns. CERC is the filing parent for state tax returns. CenterPoint Energy and CERC Corp. record income taxes for each jurisdiction on a separate company basis.

Deferred income taxes are provided for temporary differences between the tax basis (adjusted for related unrecognized tax benefits, if any) of an asset or liability and its reported amount in the financial statements. Deferred tax assets and liabilities are computed based on the currently-enacted statutory income tax rates that are expected to be applicable when the temporary differences are scheduled to reverse. The Company recognizes regulatory liabilities for deferred taxes provided in excess of the current statutory tax rate and regulatory assets for deferred taxes provided at rates less than the current statutory tax rate. Such tax-related regulatory assets and liabilities are reported at the revenue requirement level and amortized to income as the related temporary differences reverse, generally over the lives of the related properties. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that the deferred tax assets will be realized.

Tax benefits associated with income tax positions taken, or expected to be taken, in a tax return are recorded only when the more-likely-than-not recognition threshold is satisfied and measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. The Company reports interest and penalties associated with unrecognized tax benefits within Income taxes in the Statement of Income and reports tax liabilities related to unrecognized tax benefits as part of Other non-current liabilities.

(h) Asset Retirement Obligations

A portion of removal costs related to interim retirements of gas utility pipeline and reclamation activities meet the definition of an ARO. The Company accounts for an ARO at fair value in the period during which the legal obligation is incurred if a reasonable estimate of fair value and its settlement date can be made. At the time of recording an ARO, the associated asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset. The Company recognizes a regulatory asset or liability for the timing differences between the recognition of expenses and costs recovered through the ratemaking process. The estimates of future liabilities are developed using a discounted cash flow model based upon estimates and assumptions of future costs, interest rates, credit-adjusted risk-free rates and the estimated timing of settlement.

(i) Fair Value Measurements

Assets and liabilities that are recorded at fair value in the Company’s Balance Sheet are categorized based upon the level of judgment associated with the inputs used to measure their value. Hierarchical levels, as defined below and directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities, are as follows:

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2: Inputs, other than quoted prices included in Level 1, are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets and inputs other than quoted prices that are observable for the asset or liability. Fair value assets and liabilities that are generally included in this category are derivatives with fair values based on inputs from actively quoted markets.

Level 3: Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Unobservable inputs reflect the Company’s judgments about the assumptions market participants would use in pricing the asset or liability since limited market data exists. The Company develops these inputs based on the best information available, including the Company’s own data.

(j) Other Significant Policies

Included elsewhere in these notes are significant accounting policies related to intercompany allocations and income taxes. See Note 6 for further information.

(k) Recent Accounting Pronouncements

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.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). This ASU enhances the transparency of income tax disclosures related to rate reconciliation and income taxes. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company adopted this ASU on December 31, 2025. The adoption of this ASU did not have a material impact on its financial statements. See Note 6 for additional disclosures related to effective tax rate reconciliation.

(3) Revenue Recognition

In accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services.

The Company provides commodity service to customers at rates, charges, and terms and conditions included in tariffs approved by regulators. The Company bills customers monthly and has the right to consideration from customers in an amount that corresponds directly with the performance obligation satisfied to date. The performance obligation is satisfied and revenue is recognized upon the delivery of services to customers. The Company records revenues for services and goods delivered but not billed at the end of an accounting period in Accrued unbilled revenues on the Balance Sheet, derived from estimated unbilled consumption and tariff rates or in a regulatory asset, as applicable. The Company’s revenues are also adjusted for the effects of regulation, including tracked operating expenses and infrastructure replacement mechanisms, and are based on a straight fixed-variable rate design. Customers are billed monthly and payment terms, set by the regulator, require payment within a month of billing. These revenues are not subject to significant returns, refunds, or warranty obligations. Substantially all of the Company’s revenues are from contracts with customers.

Contract Balances

The Company does not have any material contract balances. Substantially all the Company’s accounts receivable results from contracts with customers.

Allowance for Credit Losses and Bad Debt Expense

The Company’s regulated accounts receivable are subject to recovery through an approved regulatory mechanism, the Uncollectible Expense (UEX) Rider, which provides for the recovery of customer uncollectible balances. When customer accounts are deemed uncollectible, the related receivables are reclassified to a regulatory asset rather than expensed, as recovery through rates is probable.

Recovery amounts are billed to customers through the UEX Rider and recognized as operating revenue. As recoveries occur, the regulatory asset is reduced through the Company’s over-/under true-up process, with a corresponding charge to bad debt expense. Over the full recovery cycle, there is no net impact to earnings, as customer credit losses are recovered through rates.

Management has concluded that the application of ASC 326, Financial Instruments - Credit Losses, does not result in a material allowance for credit losses, as customer credit risk is not borne by the Company. This accounting treatment is consistent with ASC 980, Regulated Operations.

(4) Property, Plant and Equipment

(a) Property, Plant and Equipment

Property, plant and equipment as presented on the Company’s Balance Sheet is primarily related to natural gas distribution assets.

(b) Depreciation and Amortization

The following table presents depreciation and amortization expense:


	Year Ended December 31, 2025
	(in millions)
Depreciation	$	55
Amortization of regulatory assets		4

Total	$	59

(c) ARO

A reconciliation of the changes in the ARO liability recorded in Other liabilities in the Company’s Balance Sheet is as follows:


	Year Ended December 31, 2025
	(in millions)
Beginning balance	$	33
Accretion expense (1)		1

Ending balance	$	34

(1)	Reflected in Regulatory assets on the Company’s Balance Sheet.

(5) Regulatory Assets and Liabilities

The following is a list of regulatory assets and liabilities reflected on the Company’s Balance Sheet:


	December 31, 2025
	(in millions)
Regulatory Assets:
Future amounts recoverable from ratepayers related to:
Benefit obligations	$	1
Net deferred income taxes		10

Total future amounts recoverable from ratepayers		11

Amounts deferred for future recovery related to:
Infrastructure recovery mechanisms		84
Other regulatory assets		1

Total amounts deferred for future recovery		85

Amounts currently recovered through customer rates related to:
Infrastructure recovery mechanisms		268
Other regulatory assets		8

Total amounts recovered in customer rates		276

Total Regulatory Assets	$	372

Regulatory Liabilities:
Regulatory liabilities related to TCJA	$	50
Estimated removal costs		256
Other regulatory liabilities		22

Total Regulatory Liabilities	$	328

Of the $276 million currently being recovered in rates charged to customers, $87 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 $189 million, is 60 years. 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 9.

(6) 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 December 31, 2025 are included in Accounts payable - affiliated companies on the Company’s Balance Sheet.

The Company incurred $22 million of corporate service charges from CenterPoint Energy and its affiliates for the year ended December 31, 2025, which are included primarily in Operation and maintenance expenses in the Company’s Statement of Income.

Cash Management Arrangements

The Company participates in CERC’s money pool through which it can borrow or invest on a short-term basis. As of December 31, 2025, the Company had a net borrowing position in the CERC money pool of $29 million at a weighted average interest rate of 3.91%, which was included in Accounts and notes payable - affiliate companies on the Company’s Balance Sheet.

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 agreement 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 December 31, 2025, the Company had an income tax payable to CERC of $9 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 year ended December 31, 2025.

The components of income tax expense (benefit) were as follows for the period presented:


	Year Ended December 31, 2025
	(in millions)
Current income tax expense (benefit):
Federal	$	6
State		(1	)

Total current income tax expense		5

Deferred income tax expense:
Federal		3
State		—

Total deferred income tax expense		3

Total income tax expense	$	8

A reconciliation of income tax expense (benefit) using the federal statutory income tax rate to the actual income tax expense and resulting effective income tax rate was as follows:


	Year Ended December 31, 2025
	Amount		Percent
	(in millions, except percentage)
Income before income taxes	$	76
Federal statutory rate		16		21 %
Increase (decrease) in tax expense resulting from:
State income tax benefit, net federal income tax (1)		(1)		(1)%
Excess deferred income tax amortization		(7)		(9)%

Total		(8)		(10)%

Total income tax expense and effective tax rate	$	8		11 %

(1)	For all periods presented, Indiana contributed to 100% of the tax effect.

Significant components of the deferred tax assets and liabilities were as follows:


	December 31, 2025
	(in millions)
Deferred tax assets:
Loss and credit carryforwards	$	111
Benefits and compensation		1
Regulatory liabilities		10
Asset retirement obligations		1

Total deferred tax assets		123

Deferred tax liabilities:
Property, plant and equipment		308
Regulatory assets		14

Total deferred tax liabilities		322

Net deferred tax liabilities	$	199

Tax Attribute Carryforwards. As of December 31, 2025, the Company had (i) federal net operating loss carryforwards of $92 million, which have an indefinite carryforward period; and (ii) federal corporate alternative minimum tax carryforwards of $19 million, which have an indefinite carryforward period.

Uncertain Tax Positions

The Company has no unrecognized tax benefits as of December 31, 2025.

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 2022 have been audited and settled with the IRS for CenterPoint Energy. For the tax years 2023, 2024 and 2025, CenterPoint Energy and its subsidiaries are participants in the IRS’s Compliance Assurance Process.

(7) Borrowing Arrangements and Other Financing Transactions

Long-Term Debt

Long-term senior unsecured obligations outstanding are as follows:


	December 31, 2025
	(in millions)
Fixed Rate Senior Unsecured Notes Payable to Affiliated Companies
2026, 5.53%	$	60
2028, 3.87%		9
2028, 4.96%		40
2029, 4.79%		80
2030, 1.72%		100
2032, 4.52%		50
2033, 5.19%		40
2034, 4.93%		100
2035, 4.89%		40
2041, 6.16%		35
2042, 5.40%		99
2043, 4.63%		16
2045, 4.43%		62
2049, 3.42%		25
2055, 4.55%		7

Total long-term debt - affiliated companies		763

Current maturities of long-term debt - affiliated companies		(60	)

Total long-term debt - affiliated companies, net of current maturities	$	703

Debt Transactions

Debt Issuances. In September 2025, the Company issued a $50 million 4.52% Promissory Note due 2032 and a $40 million 4.89% Promissory Note due 2035 to CERC Corp. Total gross and net proceeds were $90 million, which were used to pay down money pool borrowings.

Debt Repayments. In July 2025, the Company repaid at maturity $119 million aggregate principal amount of its 1.21% Promissory Note due 2025 at a redemption price equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon.

Maturities. As of December 31, 2025, maturities of long-term debt were as follows:


	Affiliate Debt
	(in millions)
2026	$	60
2027		—
2028		49
2029		80
2030		100
2031 and thereafter		474

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 6.

(8) 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 December 31, 2025, the Company had the following undiscounted minimum purchase obligations:


	Natural Gas Transportation
	(in millions)
2026	$	72
2027		43
2028		43
2029		43
2030		43
Thereafter		14

Total	$	258

(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.

(9) Regulatory Matters

Rate Change Applications

The Company is routinely involved in rate change applications before state regulatory authorities. 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. EEFC).

Ohio Gas Rate Case. CEOH filed its Application and Standard Filing Requirement in October 2024 and the related testimony in November 2024. The filing seeks a revenue requirement increase of approximately $100 million based on a requested ROE of 10.4% and an equity percentage of 54.13%. The need for a rate increase was primarily driven by continuing investment in the safety and reliability of the natural gas system. On May 16, 2025, the PUCO staff filed its staff report recommending a revenue requirement range of $340.8 million to $350.3 million and a net increase of $25.1 million to $34.6 million based on an ROE range from 9.05% to 10.07% with a capitalization ratio of 52.3% common equity and 47.7% long-term debt. The PUCO staff recommendation includes amortization over 49 years and 65 years for CEP and DRR regulatory assets, respectively, compared to CEOH’s proposal to amortize over seven years. On June 16, 2025, CEOH filed objections to the PUCO staff report and supplemental testimony. On July 11, 2025, CEOH filed a stipulation and recommendation that outlined the agreed upon terms between CEOH, the Federal Executive Agencies, Ohio Energy Group, the City of Dayton, the Retail Energy Supply Association, Interstate Gas Supply, LLC and the PUCO staff. One intervening party to the case, Spire Marketing, Inc., is a non-opposing party, while another intervening party to the case, the Office of the Ohio Consumers’ Counsel, filed its testimony in opposition to the stipulation and recommendation on July 29, 2025. The stipulation and recommendation included a revenue requirement of $371.3 million, which would result in a revenue requirement increase of $59.6 million based on a rate of return of 7.1% comprised of a ROE of 9.85% with a capitalization ratio of 52.9% common equity, 47.1% long-term debt at a cost of debt of 4.02%. The stipulation and recommendation amortization periods for CEP and DRR regulatory assets within base rates and within the rider mechanisms is 15 years. The stipulation and recommendation included an extension of the CEP rider and DRR through 2029 investment with revised residential caps for dollars per month per customer ranging from $2.75 for 2025 investment to $9.95 for 2029 investment for the CEP rider, and from $2.56 for 2025 investment to $7.69 for 2029 investment for DRR. The evidentiary hearing commenced on July 21, 2025. The stipulating parties were crossed by the Office of the Ohio Consumers’ Counsel on July 28

and August 4, 2025, and the Office of the Ohio Consumers’ Counsel was crossed by the stipulating parties on July 29 and August 5, 2025. On July 29, 2025, a PUCO local public hearing was conducted. The parties filed initial briefs on August 26, 2025, and reply briefs on September 9, 2025. On November 21, 2025, CEOH filed a late filed exhibit to the stipulation and recommendation to include actual rate case expenses, which resulted in a total revenue requirement of $59.7 million. The PUCO order was issued January 7, 2026, modifying and adopting the stipulation resolving all issues related to the case. The PUCO order modifications include: (1) extending the 15-year amortization periods for the CEP and DRR deferral balances to 25 years, which had a $7.9 million negative impact on the revenue requirement, and (2) an ROE of 9.79% which results in a rate of return of 7.07%, which had a $0.6 million negative impact on the revenue requirement. These two modifications result in a revenue increase of $51.3 million and a total revenue requirement of $363 million. Revised rates became effective on a services rendered basis effective January 12, 2026.

The table below reflects significant applications pending or completed during the year ended December 31, 2025:

Mechanism

Annual
Increase
(in millions)

Filing Date

Effective
Date

Approval
Date

Additional Information

CEP

March 2025

September 2025

August 2025

Requested a $3 million annual increase in current revenues. Included investment through December 31, 2024; however, the request only sought a return on the deferred balances from 2018 through 2024, not on the assets themselves. Due to continuation of the residential and General Service Group 1 CEP rider charges exceeding the CEP rate cap, CEOH requested that amounts not recovered in CEP rider charges be deferred for recovery in the 2024 Ohio Gas Rate Case and future CEP rider filings. PUCO issued an opinion and order on August 20, 2025, approving the CEP rates as modified in the third-party audit report and adopted by the PUCO staff. Revised rates became effective on September 1, 2025.

DRR

May 2025

September 2025

August 2025

Requested an increase of $54 million to rate base for investments made in 2024, which reflects a $6 million annual increase in current revenues. A change in (over)/under-recovery variance of ($0.03) million annually is also included in rates. PUCO staff and intervenor (Ohio Consumers’ Counsel) filed comments June 27, 2025. PUCO staff recommended approval. Ohio Consumers’ Counsel commented on affordability and provided potential solutions including stretching out the replacement program over a longer period of time, phasing in the annual increase, shifting from fixed charges to volumetric charges, and increasing funding for its bill assistance programs. A statement informing the PUCO of whether the issues raised in comments have been resolved was filed on July 11, 2025. Supplemental Testimony from CEOH and the Ohio Consumers’ Counsel was filed on July 22, 2025. A hearing was scheduled for July 29, 2025, with all parties waiving motions to strike, objections, and cross examination. A final PUCO opinion and order was issued on August 20, 2025, finding that the updated DRR rates are just and reasonable and stating that the correct forum for the Ohio Consumers’ Counsel’s arguments was the 2018 Rate Case, the 2022 Extension, or the 2024 Rate Case. Revised rates became effective on September 1, 2025.

Rate Case

October 2024

January 2026

See discussion above under Ohio Gas Rate Case.

(10) 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 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 value and estimated fair value of the Company’s long-term debt, including current maturities, were $763 million and $736 million, respectively. 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.

(11) Supplemental Disclosure of Cash Flow and Balance Sheet Information

Supplemental Disclosure of Cash Flow Information

The table below provides supplemental disclosure of cash flow information:


	Year Ended December 31, 2025
	(in millions)
Cash Payments:
Interest, net of capitalized interest	$	10
Non-cash transactions:
Accounts payable related to capital expenditures	$	4

(12) 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 February 27, 2026, the date the financial statements were issued.

On January 29, 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 will be used to pay down money pool borrowings.

Exhibit 99.2

VECTREN ENERGY DELIVERY OF OHIO, LLC

FINANCIAL STATEMENTS

As of and for the three months ended March 31, 2026

Contents


			Page Number
Unaudited Financial Statements
Glossary			1
Balance Sheet			2
Statement of Income			3
Statement of Cash Flows			4
Statement 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

*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 SHEET

(Unaudited)


	March 31, 2026
	(in millions)
ASSETS
Current Assets:
Cash and cash equivalents	$	1
Accounts receivable		67
Accrued unbilled revenues		29
Accounts and notes receivable - affiliated companies		53
Material and supplies		10
Other current assets		1

Total current assets		161

Property, Plant and Equipment, Net:
Property, plant and equipment		2,313
Less: accumulated depreciation & amortization		487

Property, plant and equipment, net		1,826

Other Assets:
Goodwill		219
Regulatory assets		358

Total other assets		577

Total Assets	$	2,564

LIABILITIES AND MEMBER’S EQUITY
Current Liabilities:
Accounts payable	$	72
Accounts and notes payable - affiliated companies		34
Current maturities of long-term debt - affiliated companies		60
Taxes accrued		41
Customer deposits		5
Other current liabilities		3

Total current liabilities		215

Other Liabilities:
Deferred income taxes, net		203
Regulatory liabilities		320
Other liabilities		45

Total other liabilities		568

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		87

Total member’s equity		1,018

Total Liabilities and Member’s Equity	$	2,564

The accompanying notes are an integral part of these financial statements

VECTREN ENERGY DELIVERY OF OHIO, LLC

STATEMENT OF INCOME

(Unaudited)


	Three Months Ended March 31,
	2026
	(in millions)
Revenues:
Utility revenues	$	97
Expenses:
Utility natural gas		4
Operation and maintenance		22
Depreciation & amortization		22
Taxes other than income taxes		15

Total		63

Operating Income		34

Other Income (Expense):
Interest expense		(7	)
Other income (expense), net		1

Total		(6	)
Income Before Income Taxes		28

Income tax expense		3

Net Income	$	25

The accompanying notes are an integral part of these financial statements

VECTREN ENERGY DELIVERY OF OHIO, LLC

STATEMENT OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31,
	2026
	(in millions)
Cash Flows from Operating Activities:
Net income	$	25
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation & amortization		22
Deferred income taxes		3
Changes in other assets and liabilities:
Inventory		(1	)
Accounts payable		(26	)
Other current liabilities		(17	)
Other non-current assets		16
Other non-current liabilities		(14	)

Net cash provided by operating activities		8

Cash Flows from Investing Activities:
Capital expenditures		(43	)
Increase in notes receivable - affiliated companies		(47	)

Net cash used in investing activities		(90	)

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		(9	)

Net cash provided by (used in) financing activities		82

Net Increase (Decrease) in Cash, Cash Equivalents		—

Cash, Cash Equivalents at Beginning of Period		1

Cash, Cash Equivalents at End of Period	$	1

The accompanying notes are an integral part of these financial statements

VECTREN ENERGY DELIVERY OF OHIO, LLC

STATEMENT OF CHANGES IN MEMBER’S EQUITY

(Unaudited)


	Three Months Ended March 31,
	2026
	Units		Amount
	(in millions of dollars, except member’s units)
Member’s Units
Balance, beginning of period		100	$	—

Balance, end of period		100		—

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

Balance, end of period				931

Retained Earnings
Balance, beginning of period				71
Net income				25
Dividend to parent				(9	)

Balance, end of period				87

Total Member’s Equity			$	1,018

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 March 31, 2026, the assets included approximately 6,000 miles of transmission and distribution pipeline in Ohio serving approximately 337,000 metered customers. A filing was made on January 9, 2026, notifying the PUCO of the execution of the Ohio Securities Purchase Agreement. PUCO Staff filed comments on May 4, 2026 and recommended imposing certain conditions on the transaction as part of its approval. The case is still pending.

(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

(3) Regulatory Assets and Liabilities

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


	March 31, 2026
	(in millions)
Regulatory Assets:
Future amounts recoverable from ratepayers related to:
Benefit obligations	$	1
Asset retirement obligation		2
Net deferred income taxes		8

Total future amounts recoverable from ratepayers		11

Amounts deferred for future recovery related to:
Infrastructure recovery mechanisms		51
Other regulatory assets		—

Total amounts deferred for future recovery		51

Amounts currently recovered through customer rates related to:
Infrastructure recovery mechanisms		288
Other regulatory assets		8

Total amounts recovered in customer rates		296

Total Regulatory Assets	$	358

Regulatory Liabilities:
Regulatory liabilities related to TCJA	$	45
Estimated removal costs		265
Other regulatory liabilities		10

Total Regulatory Liabilities	$	320

Of the $296 million currently being recovered in rates charged to customers, $288 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 $8 million, is 2 years. 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 March 31, 2026 are included in Accounts and notes payable - affiliated companies on the Company’s Balance Sheet.

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 Statement of Income:


	Three Months Ended March 31,
	2026
	(in millions)
Corporate service charges	$	12
Affiliate service charges		3

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 March 31, 2026 the Company had a net investment in the CERC money pool of $47 million at a weighted average interest rate of 3.74%, included in Accounts and notes receivable - affiliated companies on the Company’s Balance Sheet.

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 agreement 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 March 31, 2026 , the Company had an income tax payable to CERC of $10 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 March 31, 2026.

The Company reported the following effective tax rates:


	Three Months Ended March 31,
	2026
Effective tax rate (1)		11	%

The Company has no unrecognized tax benefits as of March 31, 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 was 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 March 31, 2026, the Company had the following undiscounted minimum purchase obligations:


	Natural Gas Transportation
	(in millions)
Remainder of 2026	$	50
2027		43
2028		43
2029		43
2030		43
Thereafter		14

Total	$	236

(b) Other Proceedings

(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 March 31, 2026:

Mechanism

Annual
Increase (1)
(in millions)

Filing
Date

Effective
Date

Approval
Date

Additional Information

CEP

March 2026

TBD

Requested an increase of $98 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. PUCO selected Blue Ridge Auditing Services, LLC to conduct the audit. An audit report (unredacted) is expected to be filed under seal by PUCO staff on June 30, 2026. CEOH plans to file any proposed redactions to the final audit report by July 7, 2026. The final audit report is expected to be filed with any necessary redactions by PUCO staff on July 8, 2026.

DRR

May 2026

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.

(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 March 31, 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:


	Three Months Ended March 31,
	2026
	(in millions)
Cash Payments:
Interest, net of capitalized interest	$	9
Non-cash transactions:
Accounts payable related to capital expenditures	$	2

(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 May 8, 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 purchase price will be paid through a combination of:

•

$1.42 billion in cash, without interest (“Cash Consideration”); and

•

$1.2 billion in a promissory note issued by National Fuel to the Seller (“Seller Note Facility”).

The unaudited pro forma condensed combined financial information presented below consists of an unaudited pro forma condensed combined statement of income for the six months ended March 31, 2026, an unaudited pro forma condensed combined statement of income for the twelve months ended September 30, 2025, and an unaudited pro forma condensed combined balance sheet as of March 31, 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 March 31, 2026, while the unaudited pro forma condensed combined statements of income for the six months ended March 31, 2026 and 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 will be 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 will be allocated to the assets acquired and liabilities assumed based on their preliminary fair values at Acquisition closing. Any excess of the estimated fair value of the consideration transferred over the estimated fair value of identifiable assets and liabilities will be 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, including a $300 million term loan due in February 2026 that National Fuel had intended ultimately to repay with proceeds from a long-term debt issuance. Additional short-term borrowings will be issued at Acquisition close.

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 shall be used to finance the Acquisition, which 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. The 364-Day Facility commitments were subsequently reduced by the net cash proceeds from the Private Placement (as defined below). National Fuel expects to reduce the 364-Day Facility commitments and the Seller Note Tranche commitments through future offerings or financings, possibly to zero, prior to the closing date of the Acquisition or the scheduled maturity of the Seller Note Facility, as applicable, but there can be no assurance that any such offerings or financings will occur.

National Fuel expects to borrow a $1.5 billion aggregate principal amount of senior unsecured notes at a weighted average rate of 5.04%. The total of $1.5 billion that National Fuel intends to borrow will be used to (a) finance the Acquisition, (b) pay transaction and financing costs, and (c) repay certain existing indebtedness of National Fuel.

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 March 31, 2026, there was $41.3 million drawn under the commercial paper program. National Fuel expects to further borrow approximately $283.0 million under its commercial paper program or other short-term borrowing facilities, including the Revolving Credit Facility at an estimated rate of 4.50%, in connection with the Acquisition.

A portion of the Acquisition Consideration will be 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 will 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.

These agreements, assumptions and expectations are subject to change, and the debt issuance costs and related interest expense to be incurred could vary significantly from what is assumed in the unaudited pro forma condensed combined financial information. Other factors that are subject to change include, but are not limited to, the timing of borrowings, the amount of cash on hand at the time of the closing and inputs to interest rate determination on debt instruments issued.

Debt issuance costs, if any, for the senior unsecured notes and the Seller Note Facility, 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 six months ended March 31, 2026, as included in National Fuel’s Quarterly Report on Form 10-Q filed with the SEC on April 30, 2026;

•

The historical audited financial statements of CenterPoint Ohio as of and for the twelve months 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 six months ended March 31, 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 three months ended March 31, 2026, which are included as Exhibit 99.2 to National Fuel’s Current Report on Form 8-K filed with the SEC on May 26, 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 MARCH 31, 2026

(Thousands of dollars)


	Historical
	As of March 31, 2026 National Fuel		As of March 31, 2026 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	$	15,832,704	$	2,313,061	$	—		$	—			$	—				$	18,145,765
Less - Accumulated Depreciation, Depletion and Amortization		7,902,521		487,030		—			—				—					8,389,551

		7,930,183		1,826,031		—			—				—					9,756,214

Current Assets
Cash and Temporary Cash Investments		26,596		892		—			2,662,773		4a, 4b, 4c, 4d		(2,663,168	)		5a, 5b		27,093
Receivables - Net of Allowance for Uncollectible Accounts		292,548		67,311		—			—				—					359,859
Unbilled Revenue		52,963		28,882		—			—				—					81,845
Accounts and Notes Receivable - Affiliated Companies		—		53,451		—			—				(53,451	)		5a		—
Gas Stored Underground		4,768		—		—			—				—					4,768
Materials and Supplies - at average cost		53,773		10,088		—			—				—					63,861
Unrecovered Purchased Gas Costs		13,005		—		—			—				—					13,005
Other Current Assets		63,943		771		—			—				—					64,714

		507,596		161,395		—			2,662,773				(2,716,619	)				615,145

Other Assets
Recoverable Future Taxes		96,226		—		—			—				—					96,226
Unamortized Debt Expense		5,307		—		—			—				274			5c		5,581
Other Regulatory Assets		127,061		357,974		—			—				—					485,035
Deferred Charges		81,332		—		—			—				—					81,332
Other Investments		65,870		—		—			—				—					65,870
Goodwill		5,476		219,000		—			—				554,855			5a		779,331
Prepaid Pension and Post-Retirement Benefit Costs		182,682		—		—			—				—					182,682
Fair Value of Derivative Financial Instruments		116,014		—		—			—				—					116,014
Other		9,857		—		—			—				—					9,857

		689,825		576,974		—			—				555,129					1,821,928

Total Assets	$	9,127,604	$	2,564,400	$	—		$	2,662,773			$	(2,161,490	)			$	12,193,287

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET - (continued)

AS OF MARCH 31, 2026

(Thousands of dollars)


	Historical
	As of March 31, 2026 National Fuel		As of March 31, 2026 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	$	95,027	$	—	$	—				$	—				$	—				$	95,027
Paid in Capital		1,388,193		—		—					—					—					1,388,193
Additional paid-in-capital		—		931,242		—					—					(931,242	)		5a		—
Earnings Reinvested in the Business		2,340,168		—		—					—					(41,981	)		5b, 5c		2,298,187
Accumulated Other Comprehensive Income		1,111		—		—					—					—					1,111
Retained earnings		—		86,614		—					—					(86,614	)		5a		—

Total Comprehensive Shareholders’ Equity		3,824,499		1,017,856		—					—					(1,059,837	)				3,782,518
Long -Term Debt, Net of Current Portion and Unamortized Discount and Debt Issuance Costs		2,084,882		—		—					1,488,000			4a		411			5c		3,573,293
Long-term debt - affiliated companies, net of current maturities		—		763,767		—					—					(763,767	)		5a		—

Total Capitalization		5,909,381		1,781,623		—					1,488,000					(1,823,193	)				7,355,811

Current and Accrued Liabilities
Notes Payable to Banks and Commercial Paper		41,300		—		—					283,000			4c		—					324,300
Short-Term Promissory Note		—		—		—					1,200,000			4b		—					1,200,000
Current Portion of Long-Term Debt		300,000		—		—					(300,000	)		4d		—					—
Accounts Payable		143,180		72,127		—					—					—					215,307
Accounts payable - affiliated companies		—		33,613		—					—					(33,613	)		5a		—
Current maturities of long-term debt - affiliated companies		—		59,582		—					—					(59,582	)		5a		—
Amounts Payable to Customers		288		—		—					—					—					288
Dividends Payable		50,840		—		—					—					—					50,840
Interest Payable on Long-Term Debt		13,738		—		—					—					—					13,738
Customer Security Deposits		27,805		4,885		—					—					—					32,690
Other Accruals and Current Liabilities		242,760		44,884		—					(8,227	)		4d		(42,398	)		5a, 5b		237,019
Fair Value of Derivative Financial Instruments		236		—		—					—					—					236

		820,147		215,091		—					1,174,773					(135,593	)				2,074,418

Other Liabilities
Deferred Income Taxes		1,325,733		202,704		—					—					(202,704	)		5a		1,325,733
Taxes Refundable to Customers		303,199		—		—					—					—					303,199
Cost of Removal Regulatory Liability		314,865		—		—					—					—					314,865
Other Regulatory Liabilities		116,509		320,093		—					—					—					436,602
Other Post-Retirement Liabilities		3,741		—		—					—					—					3,741
Asset Retirement Obligations		228,105		—		34,683			2a		—					—					262,788
Other Liabilities		105,924		44,889		(34,683	)		2a		—					—					116,130

		2,398,076		567,686		—					—					(202,704	)				2,763,058

Total Capitalization and Liabilities	$	9,127,604	$	2,564,400	$	—				$	2,662,773				$	(2,161,490	)			$	12,193,287

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE SIX MONTHS ENDED MARCH 31, 2026

(in thousands, except share and per share data)


	Historical
	For the Six Months Ended March 31, 2026 National Fuel			For the Six Months Ended March 31, 2026
	For the Six Months Ended March 31, 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	$	684,837		$	171,331		$	—				$	—				$	—			$	856,168
Integrated Upstream and Gathering Revenues		682,045			—			—					—					—				682,045
Pipeline and Storage Revenues		142,999			—			—					—					—				142,999

		1,509,881			171,331			—					—					—				1,681,212

Operating Expenses:
Purchased Gas		293,457			5,975			—					—					—				299,432
Operation and Maintenance:
Utility		126,957			45,352			—					—					—				172,309
Integrated Upstream and Gathering and Other		117,370			—			—					—					—				117,370
Pipeline and Storage		57,446			—			—					—					—				57,446
Property, Franchise and Other Taxes		50,037			25,640			—					—					—				75,677
Depreciation, Depletion and Amortization		241,354			37,206			—					—					—				278,560

		886,621			114,173			—					—					—				1,000,794

Operating Income		623,260			57,158																	680,418
Other Income (Expense):
Other Income		25,235			960			7,469			2c		—					—				33,664
Interest Expense on Long-Term Debt		(63,596	)		—			(18,099	)		2b		(30,684	)		4d, 4e		23,133		6a, 6b		(89,246	)
Other Interest Expense		(13,514	)		(10,622	)		10,630			2b, 2c		—					—				(13,506	)

Income Before Income Taxes		571,385			47,496			—					(30,684	)				23,133				611,330
Income Tax Expense		142,072			4,152			—					(6,443	)		4h		4,858		6d		144,639

Net Income Available for Common Stock		429,313			43,344			—					(24,241	)				18,275				466,691

Earnings Per Common Share:
Basic:
Net Income Available for Common Stock	$	4.61																			$	4.92		6e
Diluted
Net Income Available for Common Stock	$	4.58																			$	4.88		6e
Weighted Average Common Shares Outstanding
Used in Basic Calculation		93,077,818																				94,940,420		6e
Used in Diluted Calculation		93,805,419																				95,668,021		6e

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 National Fuel			For the Year Ended December 31, 2025
	For the Year Ended September 30, 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			—			—					—					41,844			6c		248,460
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			—					—					—					515,474
Impairment of Assets		141,802			—			—					—					—					141,802

		1,464,082			185,589			—					—					41,844					1,691,515

Operating Income		813,459			81,915			—					—					(41,844	)				853,530
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		(61,232	)		4d, 4e		50,812			6a, 6b		(184,492	)
Interest Expense on Short-Term Promissory Note		—			—			—					(77,786	)		4f		—					(77,786	)
Other Interest Expense		(14,964	)		(10,268	)		10,718			2b, 2c		(12,700	)		4g		—					(27,214	)

Income Before Income Taxes		694,053			76,863			—					(151,718	)				8,968					628,166
Income Tax Expense		175,549			8,449			—					(31,861	)		4h		1,883			6d		154,020

Net Income Available for Common Stock		518,504			68,414			—					(119,857	)				7,085					474,146

Earnings Per Common Share:
Basic:
Net Income Available for Common Stock	$	5.73																				$	5.00		6e
Diluted
Net Income Available for Common Stock	$	5.68																				$	4.96		6e
Weighted Average Common Shares Outstanding
Used in Basic Calculation		90,500,916																					94,903,429		6e
Used in Diluted Calculation		91,227,473																					95,629,986		6e

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1 — Basis of Presentation

The Acquisition will be 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 March 31, 2026 is prepared on a combined basis using the historical unaudited consolidated balance sheet of National Fuel as of March 31, 2026 and the historical unaudited balance sheet of CenterPoint Ohio as of March 31, 2026, respectively, giving effect to the Acquisition as if it had been consummated on March 31, 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 six months ended March 31, 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 three months ended March 31, 2026.

The unaudited pro forma condensed combined statement of income for the six months ended March 31, 2026 combines the historical unaudited consolidated statement of income of National Fuel and CenterPoint Ohio for the six months ended March 31, 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 six months ended March 31, 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)				Three Months Ended March 31, 2026 (Unaudited)				Six Months Ended March 31, 2026 (Unaudited)
Operating Revenues:
Utility revenues	$	267,504			$	193,325			$	74,179			$	97,152			$	171,331
Operating Expenses:
Utility natural gas		5,549				3,341				2,208				3,767				5,975
Operation and maintenance		78,889				56,537				22,352				23,000				45,352
Depreciation & amortization		58,880				43,676				15,204				22,002				37,206
Taxes other than income taxes		42,271				31,328				10,943				14,697				25,640

		185,589				134,882				50,707				63,466				114,173

Operating Income		81,915				58,443				23,472				33,686				57,158

Other Income (Expense):
Interest expense		(10,268	)			(6,895	)			(3,373	)			(7,249	)			(10,622	)
Other income, net		5,216				4,995				221				739				960

		(5,052	)			(1,900	)			(3,152	)			(6,510	)			(9,662	)

Income Before Income Taxes		76,863				56,543				20,320				27,176				47,496
Income tax expense		8,449				6,924				1,525				2,627				4,152

Net Income	$	68,414			$	49,619			$	18,795			$	24,549			$	43,344

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


	As of March 31, 2026
(Thousands of Dollars)	CenterPoint Ohio (Historical)		FSLI alignment			CenterPoint Ohio (Historical as adjusted)
ASSETS
Property, plant and equipment	$	2,313,061	$	—		$	2,313,061
Less: accumulated depreciation and amortization		487,030		(487,030	)		—
Less - Accumulated Depreciation, Depletion and Amortization		—		487,030			487,030

		1,826,031		—			1,826,031

Current Assets
Cash and cash equivalents		892		(892	)		—
Cash and Temporary Cash Investments		—		892			892
Accounts receivable		67,311		(67,311	)		—
Receivables - Net of Allowance for Uncollectible Accounts		—		67,311			67,311
Accrued unbilled revenues		28,882		(28,882	)		—
Unbilled Revenue		—		28,882			28,882
Accounts and notes receivable - affiliated companies		53,451		—			53,451
Material and supplies		10,088		(10,088	)		—
Materials and Supplies - at average cost		—		10,088			10,088
Other current assets		771		—			771

		161,395		—			161,395

Other Assets
Regulatory assets		357,974		(357,974	)		—
Other Regulatory Assets		—		357,974			357,974
Goodwill		219,000		—			219,000

		576,974		—			576,974

Total Assets	$	2,564,400	$	—		$	2,564,400

CAPITALIZATION AND LIABILITIES
Capitalization:
Additional paid-in-capital	$	931,242	$	—		$	931,242
Retained earnings		86,614		—			86,614
Total member’s equity		1,017,856		—			1,017,856
Long-term debt - affiliated companies, net of current maturities		763,767		—			763,767

Total Capitalization		1,781,623		—			1,781,623

Current and Accrued Liabilities
Accounts payable		72,127		—			72,127
Accounts payable - affiliated companies		33,613		—			33,613
Current maturities of long-term debt - affiliated companies		59,582		—			59,582
Taxes accrued		41,074		(41,074	)		—
Other current liabilities		3,810		(3,810	)		—
Customer deposits		4,885		(4,885	)		—
Customer Security Deposits		—		4,885			4,885
Other Accruals and Current Liabilities		—		44,884			44,884

		215,091		—			215,091

Other Liabilities
Deferred income taxes, net		202,704		(202,704	)		—
Deferred Income Taxes		—		202,704			202,704
Regulatory liabilities		320,093		(320,093	)		—
Other Regulatory Liabilities		—		320,093			320,093
Other Liabilities		44,889		—			44,889

		567,686		—			567,686

Total Capitalization and Liabilities	$	2,564,400	$	—		$	2,564,400


	For the Six Months Ended March 31, 2026
(Thousands of Dollars)	CenterPoint Ohio (Historical)			FSLI alignment			CenterPoint Ohio (Historical as adjusted)
Operating Revenues:
Utility Revenues	$	171,331		$	—		$	171,331
Operating Expenses:
Utility natural gas		5,975			(5,975	)		—
Purchased Gas					5,975			5,975
Operation and maintenance		45,352			(45,352	)		—
Operating and Maintenance:
Utility		—			45,352			45,352
Property, Franchise and Other Taxes		—			25,640			25,640
Depreciation & amortization		37,206			(37,206	)		—
Depreciation, Depletion and Amortization		—			37,206			37,206
Taxes other than income taxes		25,640			(25,640	)		—

		114,173			—			114,173

Operating Income		57,158			—			57,158

Other Income (Expense):
Other income, net		960			(960	)		—
Other Income		—			960			960
Interest expense		(10,622	)		10,622			—
Other Interest Expense		—			(10,622	)		(10,622	)

Income Before Income Taxes		47,496			—			47,496
Income Tax Expense		4,152			—			4,152

Net Income	$	43,344		$	—		$	43,344


	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 $18.1 million for the six months ended March 31, 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 $7.5 million for the six months ended March 31, 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 will obtain 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 will be 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.

(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 will be 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	$	892
Receivables - Net of Allowance for Uncollectible Accounts		67,311
Unbilled Revenue		28,882
Materials and Supplies - at average cost		10,088
Other current assets		771
Property, Plant and Equipment, Net		1,826,031
Other Regulatory Assets		357,974

Total Assets	$	2,291,949
Accounts payable		72,127
Customer Security Deposits		4,885
Other Accruals and Current Liabilities		3,810
Other Regulatory Liabilities		320,093
Asset Retirement Obligations		34,683
Other Liabilities		10,206

Total Liabilities		445,804

Net Assets Acquired	$	1,846,145
Goodwill		773,855

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 expected newly raised senior unsecured notes with a total principal amount of $1.5 billion to (a) finance the Acquisition, (b) pay transaction and financing costs, and (c) repay certain existing indebtedness of National Fuel, net of a total $12.0 million in deferred financing costs.


	(Thousands of Dollars)
Senior unsecured notes	$	1,500,000
Estimated deferred financing costs		(12,000	)
Current portion of long-term debt		—

Long-term debt	$	1,488,000

(b) 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.

(c) Reflects the proceeds from borrowings under National Fuel’s commercial paper program or other short-term borrowing facilities, including the Revolving Credit Facility, in an estimated amount of $283.0 million. No capitalizable financing costs are expected to be incurred for the $283.0 million draw.

(d) Represents the $300.0 million repayment of the short-term portion of National Fuel’s existing long-term notes with a maturity date in October 2026 and the associated accrued and unpaid interest of $8.2 million for the six months ended March 31, 2026 and $16.5 million for the year ended September 30, 2025, respectively, using the proceeds from the newly raised long-term borrowings, as well as short-term borrowings under the existing Revolving Credit Facility.

(e) Represents the total interest expense and amortization of deferred issuance costs for the expected newly raised senior unsecured notes to be incurred by National Fuel described in Note 4(a). Interest expense is calculated using an effective interest rate method. The weighted average effective interest rate of the expected newly raised senior unsecured notes was 5.23%.

Based upon the estimated balance of the expected newly raised senior unsecured notes, a hypothetical 12.5 basis points increase or decrease in interest rates would increase or decrease the interest expense by approximately $0.9 million and $1.9 million for the six months ended March 31, 2026, and for the year ended September 30, 2025, respectively.

(f) 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%.

(g) Represents the total interest expense in the amount of $12.7 million for the year ended September 30, 2025 in connection with the expected borrowings under National Fuel’s commercial paper program or other short-term borrowing facilities, including the Revolving Credit Facility as described in Note 4(c). Interest expense is calculated using an effective interest rate method. The effective interest rate for the expected borrowings was 4.50%.

Based upon the estimated balance of the expected borrowings, a hypothetical 12.5 basis points increase or decrease in interest rates would increase or decrease the interest expense by approximately $0.4 million for the year ended September 30, 2025.

(h) Represents the tax expense (benefit) impact at a statutory tax rate of 21% for both the six months ended March 31, 2026 and for 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)		(1,846,145	)

Estimated goodwill	$	773,855


CenterPoint Ohio historical goodwill		219,000

Adjustment to goodwill	$	554,855


National Fuel historical goodwill		5,476

Pro forma goodwill	$	779,331

(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, accounts payable to affiliated companies, short-term and long-term debt with affiliated companies, and taxes accrued ($41.1 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 March 31, 2026 in the amount of $1.3 million and the remaining estimated transaction costs to be incurred by National Fuel in the amount of $41.8 million in connection with the Acquisition.

(c) Represents the write-off of $0.4 million of unamortized deferred debt issuances costs, of which $0.3 million qualifies to be recognized as Unamortized Debt Expense.

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 $18.1 million and $33.1 million for the six months ended March 31, 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 six months ended March 31, 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 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.

(d) Represents the tax expense (benefit) impact at a statutory tax rate of 21% for both the six months ended March 31, 2026 and for 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.

(e) 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 six months ended March 31, 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 March 31, 2026, as adjusted for the pro forma share issuances discussed above.


	For the Six Months Ended March 31, 2026

	(Thousands of dollars, except share and per common share amounts)
Numerator:
Net Income Available for Common Stock	$	466,691
Denominator:
Historical National Fuel weighted average shares outstanding (basic)		93,077,818
Common shares issued in connection with Private Placement(1)		1,862,602

Pro forma weighted average shares (basic)		94,940,420

Historical National Fuel weighted average shares outstanding (diluted)		93,805,419
Common shares issued in connection with Private Placement(1)		1,862,602

Pro forma weighted average shares (diluted)		95,668,021

Pro forma net income per share attributable to common shares:
Basic	$	4.92
Diluted	$	4.88

(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	$	474,146
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	$	5.00
Diluted	$	4.96

(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

FAQ

What acquisition is National Fuel Gas Company (NFG) pursuing in Ohio?

National Fuel plans to acquire Vectren Energy Delivery of Ohio, a natural gas local distribution company, for $2.62 billion. The business, branded CenterPoint Ohio, serves about 337,000 metered customers in west‑central Ohio and is currently owned by CenterPoint Energy Resources Corp.

How is National Fuel (NFG) financing the $2.62 billion CenterPoint Ohio deal?

Financing combines equity and debt. National Fuel completed a $350 million common stock private placement at $79.50 per share, expects to issue $1.5 billion of senior unsecured notes at 5.04%, utilize about $283 million in short‑term borrowings, and enter a $1.2 billion Seller Note Facility at 6.50%.

What are CenterPoint Ohio’s key 2025 financial results before the NFG acquisition?

For the year ended December 31, 2025, CenterPoint Ohio reported utility revenues of $268 million and net income of $68 million. Total assets were $2.50 billion, including $1.80 billion of net property, plant and equipment, and member’s equity of $942 million.

What recent quarterly performance did CenterPoint Ohio report in 2026?

For the three months ended March 31, 2026, CenterPoint Ohio generated utility revenues of $97 million and net income of $25 million. Total assets were $2.56 billion and member’s equity was $1.02 billion, reflecting continued regulated utility operations.

What regulatory approvals are required for National Fuel’s Ohio acquisition?

Closing requires customary conditions, including expiration or termination of the Hart‑Scott‑Rodino waiting period and a notice filing and review with the Public Utilities Commission of Ohio (PUCO). PUCO staff has filed comments recommending certain conditions, and the case remains pending.

What pro forma financial information did NFG provide for the CenterPoint Ohio deal?

National Fuel furnished unaudited pro forma condensed combined financial statements under Article 11 of Regulation S‑X. These include a pro forma balance sheet as of March 31, 2026 and pro forma income statements for the six months ended March 31, 2026 and year ended September 30, 2025, giving effect to the acquisition and related financings.

National Fuel (NYSE: NFG) outlines $2.62B CenterPoint Ohio utility acquisition and financing

Rhea-AI Filing Summary

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8-K Event Classification

Key Figures

Key Terms

FAQ

What acquisition is National Fuel Gas Company (NFG) pursuing in Ohio?

How is National Fuel (NFG) financing the $2.62 billion CenterPoint Ohio deal?

What are CenterPoint Ohio’s key 2025 financial results before the NFG acquisition?

What recent quarterly performance did CenterPoint Ohio report in 2026?

What regulatory approvals are required for National Fuel’s Ohio acquisition?

What pro forma financial information did NFG provide for the CenterPoint Ohio deal?

Filing Exhibits & Attachments

Press Releases

Financial & Certifications

Other Documents

National Fuel (NYSE: NFG) outlines $2.62B CenterPoint Ohio utility acquisition and financing

Rhea-AI Filing Summary

Positive

Negative

Insights

Utility M&A and capital structure analyst neutral

8-K Event Classification

Key Figures

Key Terms

FAQ

What acquisition is National Fuel Gas Company (NFG) pursuing in Ohio?

How is National Fuel (NFG) financing the $2.62 billion CenterPoint Ohio deal?

What are CenterPoint Ohio’s key 2025 financial results before the NFG acquisition?

What recent quarterly performance did CenterPoint Ohio report in 2026?

What regulatory approvals are required for National Fuel’s Ohio acquisition?

What pro forma financial information did NFG provide for the CenterPoint Ohio deal?

Filing Exhibits & Attachments

Press Releases

Financial & Certifications

Other Documents