National Fuel Gas Co. (NFG) CFO reports RSU vesting, tax share cancellations

Rhea-AI Filing Summary

National Fuel Gas Co. reported insider equity activity by its Treasurer & CFO. On December 5, 2025, 1,371 restricted stock units converted into common stock, and on December 6, 2025, another 1,409 units vested, each on a one-for-one basis. To cover taxes on these vestings, 700 shares on December 5 and 720 shares on December 6 were withheld and cancelled at a price of $82.28 per share; these are reported as dispositions but were not sold into the market.

After these transactions, the officer directly owned 8,071 shares of National Fuel Gas common stock and had an additional 4,852 shares held indirectly through a 401(k) stock fund, which is based on the fund balance divided by the closing stock price as of December 5, 2025.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Silverstein Timothy J

(Last) (First) (Middle)

6363 MAIN STREET

(Street)

WILLIAMSVILLE NY 14221

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL FUEL GAS CO [ NFG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Treasurer & CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/05/2025		M		1,371	A	(1)	8,082	D
Common Stock	12/05/2025		F		700(2)	D	$82.28	7,382	D
Common Stock	12/06/2025		M		1,409	A	(1)	8,791	D
Common Stock	12/06/2025		F		720(3)	D	$82.28	8,071	D
Common Stock								4,852(4)	I	401K Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	12/05/2025		M			1,371	(5)	(5)	Common Stock	1,371	$0.00	2,744	D
Restricted Stock Units	(1)	12/06/2025		M			1,409	(6)	(6)	Common Stock	1,409	$0.00	1,409	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. On December 5, 2025, the reporting person had 700 shares withheld and cancelled in respect of taxes in connection with the vesting of restricted stock units. These share cancellations are shown on Table I as dispositions (Transaction Code "D" in Column 4), although none of these cancelled shares were sold into the market, as indicated by Transaction Code "F" in Column 3.

3. On December 6, 2025, the reporting person had 720 shares withheld and cancelled in respect of taxes in connection with the vesting of restricted stock units. These share cancellations are shown on Table I as dispositions (Transaction Code "D" in Column 4), although none of these cancelled shares were sold into the market, as indicated by Transaction Code "F" in Column 3.

4. The NFG stock fund under the NFG 401(k) plan is denominated in units, representing ownership interests in a fund that includes both NFG common stock and a reserve of cash. The information reported represents the dollar value of the reporting person's balance in the NFG stock fund as of December 5, 2025, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.

5. On December 5, 2024, the reporting person was granted 4,115 restricted stock units, vesting as follows: 1,371 on December 5, 2025, 1,372 on December 5, 2026, and 1,372 on December 5, 2027.

6. On December 6, 2023, the reporting person was granted 4,227 restricted stock units, vesting as follows: 1,409 on December 6, 2024, 1,409 on December 6, 2025, and 1,409 on December 6, 2026.

Remarks:

	J. P. Baetzhold, Attorney in Fact	12/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did National Fuel Gas Co. (NFG) report in this filing?

The filing reports that the Treasurer & CFO had restricted stock units vest into common stock on December 5 and 6, 2025, with shares withheld to cover taxes.

How many National Fuel Gas (NFG) restricted stock units vested in December 2025?

On December 5, 2025, 1,371 restricted stock units vested, and on December 6, 2025, another 1,409 units vested, each converting into one share of common stock.

Were any National Fuel Gas (NFG) shares sold into the market in this insider transaction?

No. A total of 700 shares on December 5 and 720 shares on December 6 were withheld and cancelled for taxes at $82.28 per share, and the filing states these cancelled shares were not sold into the market.

How many National Fuel Gas (NFG) shares does the officer own after these transactions?

Following the reported transactions, the officer directly owned 8,071 shares of National Fuel Gas common stock and had an additional 4,852 shares held indirectly through a 401(k) stock fund.

What is the nature of the 401(k) holdings reported for National Fuel Gas (NFG)?

The 401(k) holding is in an NFG stock fund denominated in units, representing interests in a fund that includes both NFG common stock and cash; the reported 4,852 shares are based on the dollar balance divided by the closing stock price as of December 5, 2025.

What prior restricted stock unit grants are referenced in the National Fuel Gas (NFG) insider filing?

The filing notes a 4,115-unit grant from December 5, 2024 and a 4,227-unit grant from December 6, 2023, each vesting in three annual tranches, including the units that vested in December 2025.