NFG Insider Filing: Dividend Reinvestments and Tax Withholding on Vested Shares

Rhea-AI Filing Summary

Insider Form 4 summary for NATIONAL FUEL GAS CO (NFG): Elena G. Mendel, listed as Controller & Chief Accounting Officer and an officer-director, reported multiple small acquisitions of NFG common stock through dividend reinvestment on 01/15/2025 (89 shares at $66.228), 04/15/2025 (76 shares at $78.177), and 07/15/2025 (69 shares at $89.33). On 09/10/2025 she acquired 244 shares at $0.00 and also had 125 vested performance-share units withheld/cancelled for taxes at an indicated price of $86.515, reducing her direct holdings. She also reports an indirect holding equivalent to 7,319 shares through the NFG 401(k) stock fund.

Positive

• Dividend reinvestment purchases were used to increase holdings on three occasions, showing continued accumulation through plan mechanisms.
• 401(k) indirect holding equivalent of 7,319 shares indicates additional retirement-based exposure to NFG stock beyond direct ownership.

Negative

• 125 vested performance shares were withheld/cancelled for taxes, reducing direct share count without a market sale.
• Direct holdings changed due to compensation mechanics, which can dilute the perception of open-market insider buying pressure.

Insights

Financial Analyst

TL;DR: Officer made small routine acquisitions via dividend reinvestment and reported tax-withheld cancellations; holdings remain modest.

The transactions are typical non-discretionary plan activities rather than large open-market trades. Dividend reinvestment purchases on three dates increased direct holdings gradually to 11,880 shares before the tax-related cancellation. The 125-share cancellation on 09/10/2025 was for taxes on vested performance shares and did not involve a market sale. The reported 7,319-share 401(k) position is an indirect holding represented in fund units. Overall, these are routine internal-compensation and plan-based movements with limited market impact.

Corporate Governance Expert

TL;DR: Disclosures reflect standard insider reporting and tax withholding on vested awards; no governance red flags are evident from this Form 4 alone.

The form documents officer status and required Section 16 reporting. The presence of withheld shares for taxes upon vesting is common practice and is disclosed as a disposition with Transaction Code F and explanatory footnote clarifying no market sale occurred. The use of dividend reinvestment (exempt under Rule 16a-11) is also routine. No amendments or corrections are indicated beyond the standard signature by attorney-in-fact.

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^*

Mendel Elena G

(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)
	Controller & Chf Acct Officer

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	01/15/2025		J	V	89(1)	A	$66.228	11,491	D
Common Stock	04/15/2025		J	V	76(1)	A	$78.177	11,567	D
Common Stock	07/15/2025		J	V	69(1)	A	$89.33	11,636	D
Common Stock	09/10/2025		A		244	A	$0.00	11,880	D
Common Stock	09/10/2025		F		125(2)	D	$86.515	11,755	D
Common Stock								7,319(3)	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

Explanation of Responses:

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

2. On September 10, 2025, the reporting person had 125 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 NFG insider Elena G. Mendel report on Form 4?

She reported dividend reinvestment acquisitions of 89, 76, and 69 shares on 01/15/2025, 04/15/2025, and 07/15/2025 respectively; an acquisition of 244 shares on 09/10/2025; and a 125-share withholding/cancellation for taxes on 09/10/2025.

How many NFG shares does the Form 4 show Mendel beneficially owned after the reported transactions?

The Form 4 reports 11,755 direct shares following the reported transactions and an indirect equivalent of 7,319 shares held via the NFG 401(k) stock fund.

Were any shares sold into the market according to the Form 4?

No. The 125-share disposition is reported as tax withholding/cancellation with Transaction Code F, and the explanatory note states these cancelled shares were not sold into the market.

What does the acquisition at price $0.00 on 09/10/2025 mean?

The Form 4 shows an acquisition of 244 shares at $0.00; the document does not provide additional context for that zero price beyond what is reported on the form.

Who signed the Form 4 and when was it executed?

The form lists J. P. Baetzhold, Attorney in Fact with signature date 09/12/2025 on behalf of the reporting person.