National Fuel Gas Co. 8-K Filings

National Fuel Gas Company filed a current report to note that a legal opinion from Scarinci & Hollenbeck, LLC has been furnished as an exhibit to its existing Registration Statement on Form S-3 (Registration No. 333-298225). The opinion is provided as Exhibit 5.1, with the related consent included as Exhibit 23.1.

The company’s common stock, par value $1.00 per share, is listed on the New York Stock Exchange under the symbol NFG. The filing is signed by Lee E. Hartz, General Counsel and Secretary.

National Fuel Gas Company reported third quarter fiscal 2026 GAAP earnings of $138.6 million, or $1.45 per diluted share, down from $149.8 million, or $1.64 per share, a year earlier. Adjusted earnings were $141.0 million, or $1.54 per share, versus $1.64 per share in the prior-year quarter. For the nine months ended June 30, 2026, GAAP diluted EPS was $6.01 compared with $4.51, while adjusted EPS was $6.31 versus $5.69.

Net cash provided by operating activities for the nine months reached $1.035 billion, generating $280 million of free cash flow. The Integrated Upstream and Gathering segment saw slightly lower earnings as higher realized natural gas prices were offset by a 7% production decline and higher per-unit operating costs. Pipeline and Storage earnings were essentially flat, and Utility earnings rose modestly on stronger customer margin, partly offset by higher employee and uncollectible costs.

The company revised its fiscal 2026 adjusted EPS guidance to $7.40–$7.60 per share and now expects Integrated Upstream and Gathering production of 420–430 Bcf. Capital expenditure guidance increased for the Integrated Upstream and Gathering and Pipeline and Storage segments, including a new $20–$40 million discretionary land program. National Fuel completed $1.5 billion of new note issuances to fund the pending acquisition of CenterPoint Energy’s Ohio gas utility business, which is on track to close on October 1, 2026. The Board approved a 4% dividend increase to an annual rate of $2.22 per share, extending a 124-year dividend history and 56 consecutive annual increases. The company also outlined a long-term outlook for 7%–10% average annual EPS growth and $1.0–$1.5 billion of free cash flow from fiscal 2026 through 2029.

National Fuel Gas Company updated its investor presentation on July 29, 2026, highlighting an integrated model spanning upstream production, gathering, pipelines, storage and regulated gas utilities. The company reports a market capitalization of ~$7.7B, total proved reserves of 5.0 Tcfe and current net production of ~1.1 Bcf/d. Regulated operations include pipeline and storage rate base of $1.7 billion and utility rate base of $1.6 billion, serving 756,000 customers in New York and Pennsylvania.

Management targets 7–10% adjusted EPS growth from FY26E to FY29E and projects $1.0–$1.5 billion of free cash flow generation over 2027E–2029E. FY2026 adjusted EPS guidance is $7.40–$7.60 per share (midpoint $7.50), a 9% increase from FY25, assuming $3.00 NYMEX gas. Consolidated FY2026 capital expenditures are guided to $1,000–$1,075 million. The company emphasizes a 124‑year dividend record, a current dividend of $2.22 per share with a 4% 2026 increase, and investment‑grade credit ratings. Environmental disclosures note a 25% consolidated methane emissions reduction and 10% consolidated GHG reduction since 2020, plus long‑lived inventory with PV‑10 breakeven gas prices below $2.25/MMBtu. A planned acquisition of CenterPoint’s Ohio gas utility, expected to close October 1, 2026, is described as significantly increasing utility rate base.

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

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

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.

National Fuel Gas Company plans to redeem its outstanding debt. The company exercised its optional redemption rights for the entire $300,000,000 aggregate principal amount of its 5.50% Notes due October 2026, subject to certain conditions.

The Bank of New York Mellon, as trustee, has issued a conditional redemption notice, and the notes are scheduled to be redeemed on June 11, 2026 at a price calculated under the governing indenture and related officer’s certificate. The disclosure clarifies this notice is not itself a formal redemption notice to noteholders.

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.

National Fuel Gas Company reported higher earnings for its fiscal 2026 second quarter, while modestly trimming full-year guidance. GAAP net income was $247.7 million, or $2.59 per diluted share, up from $216.4 million, or $2.37 per share, a year earlier. Adjusted EPS rose to $2.71, a 13% increase. Operating cash flow reached $657 million with year-to-date free cash flow of $160 million, up $111 million. Integrated Upstream and Gathering adjusted EPS was $1.67, up 21%, helped by a 17% rise in realized natural gas prices to $3.45 per Mcf, despite 3% lower production. The Utility segment generated net income of $65 million, up 3%, as rate increases and system modernization boosted revenue. The company revised its fiscal 2026 adjusted EPS outlook to $7.45–$7.75 per share, with a midpoint of $7.60, reflecting updated natural gas price assumptions and minor production delays, while keeping capital spending plans unchanged and highlighting pipeline expansions and a planned Ohio utility acquisition.

National Fuel Gas Company furnished an updated investor presentation outlining strategic, financial, and regulatory progress across its integrated natural gas businesses. The company highlights a pending acquisition of CenterPoint’s Ohio gas utility business for $2.62 billion, about 1.6x an expected 2026 rate base of $1.6 billion, to expand regulated scale and rebalance its business mix.

The presentation reiterates more than 10% adjusted EPS growth targeted from fiscal 2024 to 2027 and fiscal 2026 adjusted EPS guidance of $7.45–$7.75 at a $3.00 NYMEX gas price, a 10% increase from fiscal 2025. Fiscal 2026 consolidated capital spending is guided to $955–$1,065 million, supporting upstream, pipeline, storage, and utility modernization projects.

Management emphasizes improved capital efficiency in the Integrated Upstream & Gathering segment, with production up 16% and capital down 15% between fiscal 2023 and expected fiscal 2026, while expanding firm transportation commitments toward about 1,500 MDth/d by 2030. The company also underscores its long record of shareholder returns, including 123 consecutive years of dividend payments and 55 consecutive years of dividend increases, and details ongoing rate case activity and non‑GAAP measures used to evaluate operating performance and liquidity.

National Fuel Gas Company entered into an amended and restated Credit Agreement providing a $1.3 billion unsecured committed revolving credit facility with an initial maturity of March 27, 2031. The facility can be used to repay commercial paper and other debt, fund working capital and capital expenditures, and support permitted acquisitions and investments.

Borrowing costs are tied to the company’s credit ratings, with spreads set over Term SOFR, Daily Simple SOFR or an alternate base rate, plus a quarterly facility fee. The agreement includes customary covenants and requires the debt-to-capitalization ratio not to exceed 0.65, with a cross‑default threshold of $125 million.

National Fuel Gas Company held its 2026 Annual Meeting of Stockholders on March 12, 2026. Stockholders elected eleven directors—David H. Anderson, David P. Bauer, Barbara M. Baumann, David C. Carroll, Steven C. Finch, Joseph N. Jaggers, Rebecca Ranich, Jeffrey W. Shaw, Thomas E. Skains, David F. Smith and Ronald J. Tanski—to one-year terms, with each receiving at least 93.6% of votes cast. Stockholders also approved named executive officer compensation in an advisory vote, with 70,534,758 votes in favor, 1,578,171 against and 393,302 abstentions. In addition, they ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026, with 78,546,321 votes for, 2,629,579 against and 141,977 abstentions.

National Fuel Gas Company filed a current report describing that it has furnished a press release with its earnings for the quarter ended December 31, 2025. The release is attached as Exhibit 99 and is provided for informational purposes rather than being incorporated into the report.

The company notes that the press release includes certain non-GAAP financial measures that management and investors use to evaluate ongoing operations, cash flow, liquidity, and performance versus peers, while emphasizing these are not a substitute for GAAP results. The filing also contains extensive forward-looking statement language outlining numerous business, regulatory, economic, operational, and transaction-related risks, including factors that could cause actual results to differ materially from projected future earnings, such as regulatory changes, commodity price volatility, financing conditions, and completion of the pending transaction with CenterPoint Energy Resources Corp.

National Fuel Gas Company filed a current report to note that it has updated its Investor Presentation, which is furnished as Exhibit 99. The presentation includes both GAAP and non-GAAP financial measures that management uses to evaluate ongoing operations, cash flow and liquidity.

The company emphasizes that the presentation and any references to its website are not incorporated into this report. It also includes extensive forward-looking statements, outlining numerous regulatory, economic, operational and market risks, including factors related to natural gas prices, environmental regulation and a pending transaction with CenterPoint Energy Resources Corp.

National Fuel Gas Company filed a prospectus supplement to its existing shelf registration to register for resale up to 4,402,513 shares of its common stock. These shares may be sold by the selling stockholders named in the prospectus supplement, who originally acquired the stock in a private placement financing described in a prior filing made on December 15, 2025. The prospectus supplement relates to the company’s Form S-3 shelf registration statement that became effective after being filed on August 11, 2023.

Along with the prospectus supplement, the company is filing a legal opinion from its counsel, Lowenstein Sandler LLP, covering the validity of the common stock being registered, which is included as Exhibit 5.1, together with a related consent in Exhibit 23.1 and an Inline XBRL cover page data file as Exhibit 104.

National Fuel Gas Company entered into a common stock subscription agreement for a private placement of 4,402,513 shares, expected to raise $350 million in gross proceeds at a purchase price of $79.50 per share.

The company plans to use the net proceeds for general corporate purposes, including financing a portion of the purchase price for its previously announced acquisition of CenterPoint Energy Resources Corp.’s Ohio regulated gas utility business. The offering is expected to close on December 17, 2025, and the investors will receive registration rights requiring National Fuel Gas Company to file a resale registration statement or prospectus supplement with the SEC within 15 days after closing.

National Fuel Gas Company updated executive compensation by granting new long-term equity awards and revising its annual incentive plan. On December 4, 2025, the Compensation Committee awarded performance shares tied to relative total shareholder return and restricted stock units to key executives, including CEO D. P. Bauer, CFO T. J. Silverstein, and executive J. I. Loweth, under the 2010 Equity Compensation Plan.

The Board also amended and renamed the 2012 annual bonus plan as the Annual Incentive Plan, increasing the maximum award to the greater of twice base salary or twice target percentage and broadening allowable performance goals, including strategic objectives. For fiscal 2026, executives’ cash incentives will be based on EBITDA measures, cost and efficiency metrics, safety, customer service, and qualitative strategic performance.

To transition from a prior two-year averaging design for earnings-related goals to a single-year approach, the Compensation Committee approved additional one-time cash payments, including $291,544 for Mr. Bauer, $85,243 for Mr. Silverstein, and $130,366 for Mr. Loweth, to be paid with fiscal 2025 incentives.

National Fuel Gas Company amended two existing credit facilities to support its previously announced Ohio LDC acquisition. On November 6, 2025, the company executed Amendment No. 1 to its Term Loan Agreement and Amendment No. 2 to its Credit Agreement, each with JPMorgan Chase Bank, N.A. as administrative agent. The amendments revise the definition of “Consolidated Indebtedness” to facilitate the company’s ability to defease obligations under a Seller Note Agreement following the closing of the transaction.

As disclosed on October 20, 2025, National Fuel agreed to acquire all equity interests of Vectren Energy Delivery of Ohio, LLC from CenterPoint Energy Resources Corp. A portion of the purchase price will be financed at closing through a Seller Note Agreement providing a $1.2 billion unsecured term loan credit facility.

National Fuel Gas Company (NFG) furnished a press release announcing its earnings for the quarter and fiscal year ended September 30, 2025. The release is provided as Exhibit 99 and was dated November 5, 2025.

The company notes the use of certain non-GAAP financial measures in the release, intended to help assess ongoing operations, cash flow, and liquidity. It also includes forward-looking statements subject to a wide range of risks and uncertainties, emphasizing that actual results may differ materially.

National Fuel Gas Company furnished an updated Investor Presentation as Exhibit 99. The materials include non-GAAP financial measures that management uses for assessing ongoing operations, cash flow and liquidity, and for planning and forecasting.

The update also includes forward-looking statements subject to numerous risks, such as regulatory changes, commodity price volatility, financing conditions, operational execution, cybersecurity, and environmental factors. The company emphasizes that actual results may differ materially and disclaims any obligation to update these statements.

National Fuel Gas Company agreed to acquire Vectren Energy Delivery of Ohio, LLC from CenterPoint Energy Resources for $2,620,000,000, subject to customary adjustments. The deal adds an Ohio natural gas local distribution company to NFG’s utility portfolio and is governed by a purchase agreement with customary representations, warranties, and termination rights, including an outside date of eighteen months that may be extended in two three‑month periods.

Closing is expected in the fourth quarter of calendar 2026 and will not occur before October 1, 2026, pending HSR clearance and a notice filing and review with the Public Utilities Commission of Ohio. Financing includes a $1.2 billion unsecured Seller Note Facility maturing 364 days after closing at 6.5% interest, with covenants such as a debt‑to‑capitalization cap of 0.65 and covenant defeasance mechanics. NFG also secured a senior unsecured bridge commitment with two 364‑day tranches: $1,420,000,000 for acquisition funding and $1,200,000,000 to refinance the seller note at its maturity, each bearing Term SOFR or base‑rate interest with step‑up margins. Bridge commitments may be reduced by equity or additional debt financings, subject to market conditions.