National Fuel Gas (NYSE: NFG) officer reports RSU vesting, tax share cancellations and 401(k) holdings

Rhea-AI Filing Summary

National Fuel Gas Co (NFG)October 15, 2025, the officer acquired 96 shares of common stock at $86.221 through a dividend reinvestment plan, bringing direct holdings at that time to 15,558 shares.

On December 1, 2025, 313 restricted stock units vested and converted into an equal number of common shares, and 160 shares were withheld and cancelled to cover taxes at a value of $82.38 per share. After these transactions, the officer directly held 15,711 common shares and also had an indirect interest equivalent to 2,509 shares through the NFG stock fund in the company 401(k) plan. The filing notes that the tax-related share cancellations were not sales into the market.

12/03/2025 - 04:01 PM

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^*

Hartz Lee E

(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)
	Secretary and General Counsel

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	10/15/2025		J	V	96(1)	A	$86.221	15,558	D
Common Stock	12/01/2025		M		313	A	(2)	15,871	D
Common Stock	12/01/2025		F		160(3)	D	$82.38	15,711	D
Common Stock								2,509(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	(2)	12/01/2025		M			313	(5)	(5)	Common Stock	313	$0.00	0.00	D

Explanation of Responses:

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

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

3. On December 1, 2025, the reporting person had 160 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 1, 2025, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.

5. On December 1, 2022, the reporting person was granted 937 restricted stock units, vesting as follows: 312 on December 1, 2023, 312 on December 1, 2024, and 313 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.
* 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 NFG report on Form 4 for December 1, 2025?

The Form 4 for National Fuel Gas Co (NFG) shows that on December 1, 2025 the company’s Secretary and General Counsel had 313 restricted stock units convert into common stock and 160 shares withheld and cancelled to satisfy taxes, along with updated direct and 401(k) holdings.

How many National Fuel Gas (NFG) shares did the officer acquire through dividend reinvestment?

On October 15, 2025, the officer acquired 96 shares of NFG common stock at $86.221 per share through a dividend reinvestment plan, which is described as exempt under Rule 16a-11.

What happened to the restricted stock units reported in NFG’s Form 4?

The filing states that 313 restricted stock units vested on December 1, 2025 and converted into 313 shares of NFG common stock on a one-for-one basis, consistent with the original grant terms.

Why were 160 National Fuel Gas shares shown as disposed of in the Form 4?

The 160 shares shown as dispositions on December 1, 2025 were withheld and cancelled to cover taxes owed on the vesting of restricted stock units. The filing clarifies that these cancelled shares were not sold into the market.

What are the officer’s reported National Fuel Gas share holdings after the transactions?

After the reported transactions, the officer held 15,711 shares of NFG common stock directly and an indirect interest equivalent to 2,509 shares through the NFG stock fund in the company’s 401(k) plan.

What were the terms of the restricted stock unit grant described in the NFG Form 4?

The filing notes that on December 1, 2022, the officer was granted 937 restricted stock units, vesting in tranches of 312 units on December 1, 2023 and December 1, 2024, and 313 units on December 1, 2025.