National Fuel Gas (NFG) CEO files Form 4 on RSU vesting and deferred stock units

Rhea-AI Filing Summary

National Fuel Gas Company’s President and CEO, who also serves as a director, reported equity compensation activity on December 5 and 6, 2025. Restricted stock units vested on both dates, converting into common stock, with 8,025 shares tied to a December 5, 2024 grant and 9,687 shares tied to a December 6, 2023 grant.

On December 5 and 6, 2025, 285 and 344 shares, respectively, were withheld and cancelled to cover taxes, and were not sold into the market. The CEO deferred receipt of 7,740 and 9,343 shares of common stock in exchange for equal numbers of deferred stock units under the company’s deferred compensation plan. Following these transactions, the CEO reported 72,047 shares held directly, units equivalent to 15,268 shares in a 401(k) stock fund, and 1,128 shares held indirectly through a daughter.

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^*

Bauer David P

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		8,025	A	(1)	80,072	D
Common Stock	12/05/2025		F		285(2)	D	$82.28	79,787	D
Common Stock	12/05/2025		D		7,740	D	(3)	72,047	D
Common Stock	12/06/2025		M		9,687	A	(1)	81,734	D
Common Stock	12/06/2025		F		344(4)	D	$82.28	81,390	D
Common Stock	12/06/2025		D		9,343	D	(5)	72,047	D
Common Stock								15,268(6)	I	401K Trust
Common Stock								1,128	I	Held by daughter
Common Stock								1,128	I	Held by daughter

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			8,025	(7)	(7)	Common Stock	8,025	$0.00	16,051	D
Deferred Stock Units	(8)	12/05/2025		A		7,740		(9)	(9)	Common Stock	7,740	(3)	268,632	D
Restricted Stock Units	(1)	12/06/2025		M			9,687	(10)	(10)	Common Stock	9,687	$0.00	9,687	D
Deferred Stock Units	(8)	12/06/2025		A		9,343		(9)	(9)	Common Stock	9,343	(5)	277,975	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 285 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. In connection with the vesting on December 5, 2025 of restricted stock units previously granted to the reporting person, the reporting person's receipt of 7,740 shares of common stock was deferred, resulting in the reporting person's receipt instead of 7,740 deferred stock units pursuant to National Fuel Gas Company's deferred compensation plan. The reporting person is therefore reporting the disposition of 7,740 shares of common stock in exchange for an equal number of deferred stock units.

4. On December 6, 2025, the reporting person had 344 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.

5. In connection with the vesting on December 6, 2025 of restricted stock units previously granted to the reporting person, the reporting person's receipt of 9,343 shares of common stock was deferred, resulting in the reporting person's receipt instead of 9,343 deferred stock units pursuant to National Fuel Gas Company's deferred compensation plan. The reporting person is therefore reporting the disposition of 9,343 shares of common stock in exchange for an equal number of deferred stock units.

6. 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.

7. On December 5, 2024, the reporting person was granted 24,076 restricted stock units, vesting as follows: 8,025 on December 5, 2025, 8,025 on December 5, 2026, and 8,026 on December 5, 2027.

8. Each deferred stock unit is the economic equivalent of one share of common stock.

9. The deferred stock units become payable, in shares of common stock, after the reporting person's termination of service, pursuant to the reporting person's distribution election under National Fuel Gas Company's Deferred Compensation Plan for Directors and Officers.

10. On December 6, 2023, the reporting person was granted 29,061 restricted stock units, vesting as follows: 9,687 on December 6, 2024, 9,687 on December 6, 2025, and 9,687 on December 6, 2026.

Remarks:

	J. P. Baetzhold, Attorney in Fact	12/09/2025
	** Signature of Reporting Person	Date
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FAQ

What did National Fuel Gas (NFG) disclose in this Form 4 filing?

The filing reports that the President and CEO of National Fuel Gas Company, who is also a director, had restricted stock units vest on December 5 and 6, 2025, resulting in common stock, tax withholding share cancellations, and exchanges of common stock for deferred stock units under the company’s deferred compensation plan.

Were any National Fuel Gas (NFG) shares sold into the market by the CEO?

No. On December 5, 2025 and December 6, 2025, a total of 285 and 344 shares, respectively, were withheld and cancelled for taxes in connection with restricted stock unit vesting. The filing states that these cancellations are reported as dispositions but that none of these cancelled shares were sold into the market.

How many restricted stock units vested for the National Fuel Gas (NFG) CEO?

Restricted stock units granted on December 5, 2024 vested in tranches of 8,025 units on December 5, 2025, with additional tranches scheduled for 2026 and 2027. Restricted stock units granted on December 6, 2023 vested in tranches of 9,687 units on December 6, 2024, December 6, 2025, and are scheduled to vest again on a later date.

What are the deferred stock units reported by the National Fuel Gas (NFG) CEO?

The CEO deferred the receipt of 7,740 and 9,343 shares of common stock on December 5 and December 6, 2025, respectively, in exchange for equal numbers of deferred stock units under National Fuel Gas Company’s Deferred Compensation Plan for Directors and Officers. Each deferred stock unit is described as the economic equivalent of one share of common stock and becomes payable in shares after the reporting person’s termination of service, in line with the person’s distribution election.

What is the National Fuel Gas (NFG) CEO’s reported ownership after these transactions?

After the reported transactions, the CEO reported 72,047 shares of National Fuel Gas common stock held directly. In addition, there are units in a 401(k) stock fund equivalent to 15,268 shares as of December 5, 2025, and 1,128 shares held indirectly through a daughter.

How does the National Fuel Gas (NFG) 401(k) stock fund holding work for the CEO?

The filing explains that the NFG stock fund under the company’s 401(k) plan is denominated in units representing interests in a fund holding both NFG common stock and cash. The reported number, equivalent to 15,268 shares, is derived by dividing the dollar value of the CEO’s balance in the stock fund as of December 5, 2025 by the closing price of NFG common stock on that date.