National Fuel Gas issues three $500M note series

National Fuel Gas Company filed a current report to document the offering and sale of three new senior note issuances under its existing shelf registration on Form S-3.

Filing Impact

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Form Type

8-K

Rhea-AI Filing Summary

National Fuel Gas Company filed a current report to document the offering and sale of three new senior note issuances under its existing shelf registration on Form S-3. The company issued $500,000,000 of 4.75% notes due 2029, $500,000,000 of 5.05% notes due 2031, and $500,000,000 of 5.50% notes due 2036.

The filing primarily furnishes the underwriting agreement with a syndicate led by TD Securities (USA) LLC, Wells Fargo Securities, LLC, BofA Securities, Inc., and J.P. Morgan Securities LLC, along with an officer’s certificate establishing the note terms, the forms of each series of notes, and related legal opinions and consents.

Insights

National Fuel Gas adds three long-term note tranches at fixed coupons.

National Fuel Gas Company has completed offerings of three senior note series: $500,000,000 at 4.75% due 2029, $500,000,000 at 5.05% due 2031, and $500,000,000 at 5.50% due 2036. These are issued under an existing Form S-3 shelf registration.

The filing focuses on documentation: an underwriting agreement with major banks, an officer’s certificate fixing key terms, and legal opinions confirming validity. It does not detail collateral, covenants, or specific uses of proceeds in the excerpt, so credit impact cannot be fully assessed here.

Investors can look to the dated exhibits, including the May 27, 2026 underwriting agreement and the June 10, 2026 officer’s certificate, for the precise legal structure and any covenants that could affect future financial flexibility or refinancing options.

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, or exhibit attachments filed with this report.

Key Figures

2029 Notes size: $500,000,000 principal 2031 Notes size: $500,000,000 principal 2036 Notes size: $500,000,000 principal +3 more

6 metrics

2029 Notes size $500,000,000 principal 4.75% notes due 2029

2031 Notes size $500,000,000 principal 5.05% notes due 2031

2036 Notes size $500,000,000 principal 5.50% notes due 2036

2029 coupon rate 4.75% Interest rate on 2029 Notes

2031 coupon rate 5.05% Interest rate on 2031 Notes

2036 coupon rate 5.50% Interest rate on 2036 Notes

Key Terms

Registration Statement on Form S-3, Underwriting Agreement, Officer’s Certificate, Opinion of Jones Day, +1 more

5 terms

Registration Statement on Form S-3 regulatory

"exhibits to its Registration Statement on Form S-3 (Registration No. 333-273926)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Underwriting Agreement financial

"Underwriting Agreement, dated May 27, 2026, by and among the Company and TD Securities (USA) LLC"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Officer’s Certificate regulatory

"Officer’s Certificate dated June 10, 2026, establishing the terms of the Notes"

Opinion of Jones Day legal

"Opinion of Jones Day"

Opinion of Lowenstein Sandler LLP legal

"Opinion of Lowenstein Sandler LLP"

FAQ

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

What debt securities did National Fuel Gas Company (NFG) report in this 8-K?

National Fuel Gas Company reported three senior note issuances: $500,000,000 of 4.75% notes due 2029, $500,000,000 of 5.05% notes due 2031, and $500,000,000 of 5.50% notes due 2036, all issued under its existing Form S-3 registration statement.

What is the purpose of National Fuel Gas Company’s June 10, 2026 8-K filing?

The 8-K filing documents the offering and sale of three series of notes and formally files related exhibits. These include the underwriting agreement, an officer’s certificate establishing the notes’ terms, the forms of each note series, and legal opinions and consents from Jones Day and Lowenstein Sandler LLP.

Which underwriters are involved in National Fuel Gas Company’s new note offerings?

The note offerings are underwritten by a syndicate led by TD Securities (USA) LLC, Wells Fargo Securities, LLC, BofA Securities, Inc., and J.P. Morgan Securities LLC. These firms act as representatives for several underwriters named in the underwriting agreement dated May 27, 2026.

How are the new National Fuel Gas (NFG) notes documented in the filing?

The filing includes an officer’s certificate establishing the terms of the notes and separate forms for the 2029, 2031, and 2036 notes. It also attaches legal opinions and related consents, confirming the validity of the securities issued under the Form S-3 registration statement.

What interest rates apply to National Fuel Gas Company’s new note series?

The company’s new notes bear fixed interest rates: 4.75% for the notes due 2029, 5.05% for the notes due 2031, and 5.50% for the notes due 2036. These coupons define the annual interest payments investors receive on the aggregate principal amounts of each series.

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

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Accepted by SEC EDGAR 06/10/2026 - 10:32 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): June 10, 2026

NATIONAL FUEL GAS COMPANY

(Exact name of registrant as specified in its charter)

New Jersey

1-3880

13-1086010

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


6363 Main Street
Williamsville, New York		14221
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (716) 857-7000

Former name or former address, if changed since last report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $1.00 per share	NFG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

In connection with the offering and sale of $500,000,000 aggregate principal amount of 4.75% notes due 2029 (the “2029 Notes”), $500,000,000 aggregate principal amount of 5.05% notes due 2031 (the “2031 Notes”) and $500,000,000 aggregate principal amount of 5.50% notes due 2036 (the “2036 Notes” and, collectively with the 2029 Notes and the 2031 Notes, the “Notes”), National Fuel Gas Company (the “Company”) is filing herewith the following exhibits to its Registration Statement on Form S-3 (Registration No. 333-273926):

Underwriting Agreement, dated May 27, 2026, by and among the Company and TD Securities (USA) LLC, Wells Fargo Securities, LLC, BofA Securities, Inc., and J.P. Morgan Securities LLC, acting as representatives of several underwriters named therein.

Officer’s Certificate dated June 10, 2026, establishing the terms of the Notes.

Form of 2029 Note, as established by the Officer’s Certificate above.

Form of 2031 Note, as established by the Officer’s Certificate above.

Form of 2036 Note, as established by the Officer’s Certificate above.

Opinion of Jones Day.

Opinion of Lowenstein Sandler LLP.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit 1.1		Underwriting Agreement, dated May 27, 2026, by and among the Company and TD Securities (USA) LLC, Wells Fargo Securities, LLC, BofA Securities, Inc., and J.P. Morgan Securities LLC, acting as representatives of several underwriters named therein

Exhibit 4.1.1		Officer’s Certificate dated June 10, 2026, establishing the terms of the Notes

Exhibit 4.1.2		Form of 2029 Note (included in Exhibit 4.1.1)

Exhibit 4.1.3		Form of 2031 Note (included in Exhibit 4.1.1)

Exhibit 4.1.4		Form of 2036 Note (included in Exhibit 4.1.1)

Exhibit 5.1.1		Opinion of Jones Day

Exhibit 5.1.2		Opinion of Lowenstein Sandler LLP

Exhibit 23.1		Consent of Jones Day (included in Exhibit 5.1.1)

Exhibit 23.2		Consent of Lowenstein Sandler LLP (included in Exhibit 5.1.2)

Exhibit 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.


NATIONAL FUEL GAS COMPANY

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

Dated: June 10, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

7 documents

National Fuel Gas issues three $500M note series

Rhea-AI Filing Summary