National Fuel Gas (NFG) CEO reports stock awards, tax withholdings and deferrals

Rhea-AI Filing Summary

National Fuel Gas Company’s President and CEO, who is also a director, reported several equity compensation transactions dated December 4, 2025. The executive acquired 15,497 shares of common stock and another 24,905 shares at a stated price of $0.00, reflecting stock awards that did not involve cash purchases. To cover taxes on vesting performance shares, 550 shares and 883 shares were withheld and cancelled at $82.01 per share, and none of these tax-related shares were sold into the market.

In connection with vesting performance shares, the executive deferred receipt of 38,969 common shares in exchange for 38,969 deferred stock units under the company’s deferred compensation plan. Following these transactions, the executive directly held 72,047 common shares and had additional indirect interests through a 401(k) trust and shares held by a daughter. The filing also shows a new grant of 23,307 restricted stock units and total deferred stock units of 260,892, all economically linked to National Fuel Gas 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)
12/04/2025

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	12/04/2025		A		15,497	A	$0.00	87,544	D
Common Stock	12/04/2025		F		550(1)	D	$82.01	86,994	D
Common Stock	12/04/2025		A		24,905	A	$0.00	111,899	D
Common Stock	12/04/2025		F		883(2)	D	$82.01	111,016	D
Common Stock	12/04/2025		D		38,969	D	(3)	72,047	D
Common Stock								15,270(4)	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	(5)	12/04/2025		A		23,307		(6)	(6)	Common Stock	23,307	$0.00	23,307	D
Deferred Stock Units	(7)	12/04/2025		A		38,969		(8)	(8)	Common Stock	38,969	(3)	260,892	D

Explanation of Responses:

1. On December 4, 2025, the reporting person had 550 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.

2. On December 4, 2025, the reporting person had 883 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. In connection with the vesting on December 4, 2025 of performance shares previously granted to the reporting person, the reporting person's receipt of 38,969 shares of common stock was deferred, resulting in the reporting person's receipt instead of 38,969 deferred stock units pursuant to National Fuel Gas Company's deferred compensation plan. The reporting person is therefore reporting the disposition of 38,969 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 4, 2025, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.

5. Each restricted stock unit represents a contingent right to receive one share of NFG common stock.

6. On December 4, 2025, the reporting person was granted 23,307 restricted stock units, vesting as follows: 7,769 on December 4, 2026, 7,769 on December 4, 2027, and 7,769 on December 4, 2028.

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.

Remarks:

	J. P. Baetzhold, Attorney in Fact	12/08/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did NFG’s CEO report on December 4, 2025?

The President and CEO of National Fuel Gas Company (NFG), who is also a director, reported multiple equity compensation transactions dated December 4, 2025, including stock awards, tax-withholding share cancellations, a deferral of vested shares into deferred stock units, and a new grant of restricted stock units.

How many National Fuel Gas (NFG) shares did the CEO acquire or vest on December 4, 2025?

On December 4, 2025, the CEO reported acquisitions of 15,497 shares of common stock and an additional 24,905 shares, both shown at a price of $0.00, which reflects stock-based awards rather than open-market purchases.

What share cancellations for taxes did the NFG CEO report?

The CEO had 550 shares and 883 shares of National Fuel Gas common stock withheld and cancelled to satisfy tax obligations related to the vesting of performance shares. These are coded as dispositions at $82.01 per share, and the filing notes that none of these cancelled shares were sold into the market.

What are the deferred stock units reported by the NFG CEO?

In connection with vesting performance shares on December 4, 2025, the CEO deferred 38,969 common shares and instead received 38,969 deferred stock units under National Fuel Gas Company’s deferred compensation plan. Each deferred stock unit is described as the economic equivalent of one share of common stock, and total deferred stock units reported after the transactions were 260,892.

How many restricted stock units did the NFG CEO receive and how do they vest?

The CEO was granted 23,307 restricted stock units on December 4, 2025. The filing states these units vest in three equal installments of 7,769 units each on December 4, 2026, December 4, 2027, and December 4, 2028, with each unit representing a contingent right to receive one share of NFG common stock.

What is the CEO’s direct and indirect ownership in NFG after these transactions?

After the reported transactions, the CEO directly held 72,047 shares of National Fuel Gas common stock. The filing also notes indirect ownership through a 401(k) trust, where the NFG stock fund balance equated to 15,270 share units as of December 4, 2025, and indirect holdings of 1,128 shares in an account held by a daughter.