National Fuel Gas (NFG) officer details RSU vesting, tax withholding and updated holdings

Rhea-AI Filing Summary

National Fuel Gas Company reported equity transactions by its officer who serves as President of NFG Distribution Corp. On December 5, 2025, 600 restricted stock units converted into an equal number of common shares, and 295 shares were withheld and cancelled to cover taxes. On December 6, 2025, a further 722 restricted stock units vested into common shares, with 355 shares withheld and cancelled for taxes.

After these transactions, the officer directly owned 13,847 shares of National Fuel Gas common stock and held additional interests through a 401(k) stock fund and as custodian for a minor child. The filing notes that tax-withheld shares were not sold into the market but were cancelled in connection with the vesting events.

Insider Trade Summary

1,322 shares exercised/converted

Mixed 8 txns

Insider Colpoys Michael D

Role President - NFG Dist. Corp.

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	722	$0.00	--
Exercise	Common Stock	722	$0.00	--
Tax Withholding	Common Stock	355	$82.28	$29K
Exercise	Restricted Stock Units	600	$0.00	--
Exercise	Common Stock	600	$0.00	--
Tax Withholding	Common Stock	295	$82.28	$24K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 722 shares (Direct); Common Stock — 14,202 shares (Direct); Common Stock — 14,428 shares (Indirect, 401K Trust)

Footnotes (1)

1. Restricted stock units convert into common stock on a one-for-one basis. On December 5, 2025, the reporting person had 295 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. On December 6, 2025, the reporting person had 355 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. 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. On December 5, 2024, the reporting person was granted 1,801 restricted stock units, vesting as follows: 600 on December 5, 2025, 600 on December 5, 2026, and 601 on December 5, 2027. On December 6, 2023, the reporting person was granted 2,166 restricted stock units, vesting as follows: 722 on December 6, 2024, 722 on December 6, 2025, and 722 on December 6, 2026.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Colpoys Michael D

(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)
	President - NFG Dist. Corp.

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		600	A	(1)	13,775	D
Common Stock	12/05/2025		F		295(2)	D	$82.28	13,480	D
Common Stock	12/06/2025		M		722	A	(1)	14,202	D
Common Stock	12/06/2025		F		355(3)	D	$82.28	13,847	D
Common Stock								14,428(4)	I	401K Trust
Common Stock								49	I	As UTMA custodian for son

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			600	(5)	(5)	Common Stock	600	$0.00	1,201	D
Restricted Stock Units	(1)	12/06/2025		M			722	(6)	(6)	Common Stock	722	$0.00	722	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 295 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 355 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 1,801 restricted stock units, vesting as follows: 600 on December 5, 2025, 600 on December 5, 2026, and 601 on December 5, 2027.

6. On December 6, 2023, the reporting person was granted 2,166 restricted stock units, vesting as follows: 722 on December 6, 2024, 722 on December 6, 2025, and 722 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did NATIONAL FUEL GAS CO (NFG) report in this filing?

The company reported that an officer had restricted stock units vest on December 5 and 6, 2025, converting into common stock with a portion of the shares withheld and cancelled to cover taxes.

How many NATIONAL FUEL GAS CO (NFG) shares did the insider own after these transactions?

Following the reported transactions, the officer directly owned 13,847 shares of National Fuel Gas common stock, plus additional indirect holdings through a 401(k) stock fund and as UTMA custodian for a child.

Were any NATIONAL FUEL GAS CO (NFG) shares sold into the market?

No market sales were reported. Shares marked as dispositions were withheld and cancelled solely to satisfy tax obligations related to the vesting of restricted stock units.

What restricted stock unit grants are associated with the NFG insider’s transactions?

The reported vesting relates to grants of 1,801 RSUs awarded on December 5, 2024 and 2,166 RSUs awarded on December 6, 2023, each vesting in annual installments over three years.

What is the role of the reporting person at NATIONAL FUEL GAS CO (NFG)?

The reporting person is an officer of National Fuel Gas, serving as President of NFG Distribution Corp.

How is the NFG 401(k) stock fund reported for this insider?

The NFG 401(k) stock fund is shown as 14,428 shares indirectly owned, calculated by dividing the dollar value of the officer’s plan balance by the closing price of NFG common stock on December 5, 2025.