National Fuel Gas (NFG) CEO discloses RSU vesting, tax withholdings and 6,603 share deferral

Rhea-AI Filing Summary

National Fuel Gas Company President and CEO, who also serves as a director, reported equity award activity on common stock of the company. On December 1, 2025, 6,846 restricted stock units vested and were converted into an equal number of common shares, increasing his directly held stock.

On the same date, 243 shares were withheld and cancelled to cover taxes related to the vesting, and 6,603 vested shares were exchanged for 6,603 deferred stock units under the company’s deferred compensation plan. After these transactions, he directly owned 78,650 common shares, with additional indirect holdings through a 401(k) trust and shares held by his daughter, along with a substantial balance of deferred stock units that are economically equivalent to common stock.

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)
12/01/2025

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	12/01/2025		M		6,846	A	(1)	78,893	D
Common Stock	12/01/2025		F		243(2)	D	$82.38	78,650	D
Common Stock	12/01/2025		D		6,603	D	(3)	72,047	D
Common Stock								15,270(4)	I	401K Trust
Common Stock								1,128(5)	I	Held by daughter
Common Stock								1,128(5)	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
Deferred Stock Units(6)	(7)	10/15/2025		J	V	1,328		(8)	(8)	Common Stock	1,328	$86.21	215,320	D
Restricted Stock Units	(1)	12/01/2025		M			6,846	(9)	(9)	Common Stock	6,846	$0.00	0.00	D
Deferred Stock Units	(7)	12/01/2025		A		6,603		(8)	(8)	Common Stock	6,603	(3)	221,923	D

Explanation of Responses:

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

2. On December 1, 2025, the reporting person had 243 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 1, 2025 of restricted stock units previously granted to the reporting person, the reporting person's receipt of 6,603 shares of common stock was deferred, resulting in the reporting person's receipt instead of 6,603 deferred stock units pursuant to National Fuel Gas Company's deferred compensation plan. The reporting person is therefore reporting the disposition of 6,603 shares of common stock in exchange for an equal number of deferred stock units.

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 1, 2025, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.

5. Includes 7 shares acquired on October 15, 2025 through a dividend reinvestment plan, exempt under Rule 16a-11.

6. Acquired through dividend reinvestment feature of the National Fuel Gas Company Deferred Compensation Plan for Directors and Officers, exempt under Rule 16a-11.

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

8. 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.

9. On December 1, 2022, the reporting person was granted 20,536 restricted stock units, vesting as follows: 6,845 on December 1, 2023, 6,845 on December 1, 2024, and 6,846 on December 1, 2025.

Remarks:

	J. P. Baetzhold, Attorney in Fact	12/03/2025
	** 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 activity did NFG's President and CEO report on this Form 4?

The President and CEO of National Fuel Gas Company (NFG) reported the vesting of 6,846 restricted stock units into common stock, tax-related share withholding, and the deferral of 6,603 vested shares into deferred stock units on December 1, 2025.

How many National Fuel Gas (NFG) shares did the CEO own directly after the reported transactions?

Following the reported transactions, the CEO beneficially owned 78,650 shares of NFG common stock in direct form.

What were the tax-related share cancellations reported for NFG's CEO?

On December 1, 2025, the CEO had 243 shares of National Fuel Gas common stock withheld and cancelled to satisfy tax obligations tied to the vesting of restricted stock units, shown as dispositions at a price of $82.38 per share.

What happened to the 6,603 National Fuel Gas shares linked to the CEO's deferred compensation plan?

In connection with the vesting of restricted stock units on December 1, 2025, the CEO deferred receipt of 6,603 shares of NFG common stock and instead received 6,603 deferred stock units, each economically equivalent to one share of common stock.

What indirect National Fuel Gas (NFG) holdings does the CEO report?

The CEO reports 15,270 shares held indirectly through an NFG stock fund in a 401(k) plan and 1,128 shares held indirectly through his daughter, based on plan balances and dividend reinvestment.

How do deferred stock units work for National Fuel Gas executives?

For National Fuel Gas executives, deferred stock units are each the economic equivalent of one share of common stock and generally become payable in shares of common stock after termination of service, according to the executive's distribution election.