National Fuel Gas Form 4: Dividend Reinvestment and Tax-Withheld Cancelling of Performance Shares

Rhea-AI Filing Summary

Michael D. Colpoys, President of NFG Dist. Corp. and director-level officer of National Fuel Gas Co. (NFG), reported several routine transactions affecting his beneficial ownership. He acquired shares through a dividend reinvestment on 07/15/2025 that are recorded at $89.33 per share and increased his direct holdings to 11,096 shares. On 09/10/2025 he shows an additional 406 shares acquired, bringing direct beneficial ownership to 11,502 shares. Also on 09/10/2025, 200 vested performance shares were withheld and cancelled for taxes (reported as a disposition at $86.515). The filing discloses indirect holdings of 14,295 shares in the NFG 401(k) fund (reported as units) and 49 shares held indirectly as UTMA custodian for his son.

Positive

• Increased direct beneficial ownership to 11,502 shares following dividend reinvestment and additional acquisitions.
• Disclosure of indirect holdings in the NFG 401(k) fund (14,295 shares equivalent) demonstrates alignment with company equity through retirement plan participation.

Negative

• 200 vested performance shares were withheld and cancelled for taxes, reducing direct share count (reported as a disposition).

Insights

Securities Analyst

TL;DR: Routine insider activity: dividend reinvestment and tax-withheld cancellations modestly change direct holdings, with substantial indirect 401(k) exposure.

The reported transactions are standard for an executive: dividend reinvestment increased direct holdings and a portion of vested performance shares were cancelled to satisfy tax obligations rather than sold in the open market. The 401(k) fund holding reported as units equates to 14,295 shares based on plan valuation; this indicates continued alignment with employee retirement exposure to NFG equity. No open-market large-volume sales or unusual option exercises are disclosed, so immediate market-impact risk appears limited.

Corporate Governance Expert

TL;DR: Disclosure is complete for the reporting period and shows internal compensation mechanics, not an unusual governance event.

The Form 4 clearly states acquisitions via dividend reinvestment and the tax withholding mechanism for performance shares, including notation that cancelled shares were not sold into the market. Indirect ownership through the company 401(k) and UTMA custody are properly disclosed. These are routine Section 16 reporting items and do not indicate governance changes or departures.

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
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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^*

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)
09/10/2025

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	07/15/2025		J	V	1(1)	A	$89.33	11,096	D
Common Stock	09/10/2025		A		406	A	$0.00	11,502	D
Common Stock	09/10/2025		F		200(2)	D	$86.515	11,302	D
Common Stock								14,295(3)	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

Explanation of Responses:

1. Acquired through dividend reinvestment plan, exempt under Rule 16a-11.

2. On September 10, 2025, the reporting person had 200 shares withheld and cancelled in respect of taxes in connection with the vesting of performance shares. 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. 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 September 10, 2025, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	J. P. Baetzhold, Attorney in Fact	09/12/2025
	** 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 transactions did Michael D. Colpoys report on Form 4 for NFG?

He reported a dividend reinvestment on 07/15/2025, an acquisition of 406 shares on 09/10/2025, and cancellation of 200 vested performance shares for taxes on 09/10/2025.

How many NFG shares does the reporting person beneficially own directly after these transactions?

Direct beneficial ownership is reported as 11,502 shares following the transactions.

What indirect NFG holdings are disclosed by the reporting person?

He reports 14,295 shares equivalent in the NFG 401(k) plan and 49 shares held indirectly as UTMA custodian for his son.

Were any shares sold into the market according to the filing?

No. The filing states 200 shares were withheld and cancelled for taxes and were not sold into the market.

What prices are shown for the reported transactions?

The dividend reinvestment is recorded at $89.33 per share; the cancelled shares are noted at $86.515; one acquisition line reports a price of $0.00 as shown in the filing.