National Fuel (NFG) CEO converts vested shares to deferred units on 09/10/2025

Rhea-AI Filing Summary

National Fuel Gas Co. (NFG) Form 4: David P. Bauer, President and CEO and a director, reported transactions dated 09/10/2025 relating to NFG common stock and deferred stock units. Mr. Bauer had 169 shares withheld and cancelled for taxes from performance-share vesting, and 4,587 vested performance shares were converted into deferred stock units under the company deferred compensation plan rather than issued as shares. The report also shows holdings in the NFG 401(k) stock fund equivalent to 15,129 units and 1,121 shares held by his daughter (including 23 dividend-reinvestment shares year-to-date). Multiple deferred stock unit grants from earlier 2025 vesting dates are reported, and deferred stock units become payable in shares after termination of service per the plan.

Positive

• Vested performance shares were deferred into deferred stock units, preserving economic exposure without immediate share sales
• Tax withholding was handled via share cancellation rather than market sale, avoiding open-market disposition disclosure
• Dividend reinvestment and 401(k) holdings are disclosed, showing ongoing long-term alignment with company equity

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive vesting and tax withholding converted to deferred units; no open-market sales reported.

These disclosures reflect standard Section 16 reporting for vested performance shares and associated tax withholding. The reporting person elected deferral such that 4,587 vested shares were exchanged for deferred stock units and 169 shares were withheld and cancelled for taxes rather than sold into the market. The net direct share count changed due to the conversion to deferred units, which remain economically equivalent to shares but are payable upon termination.

Corporate Governance Expert

TL;DR: Governance actions consistent with executive compensation plan mechanics; no indications of atypical insider activity.

The Form 4 documents actions tied to the company’s deferred compensation and dividend reinvestment arrangements. Withholdings for taxes and the use of deferred stock units are standard governance and compensation plan outcomes. The filing includes customary explanatory footnotes and an attorney-in-fact signature, indicating routine administrative processing.

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

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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)
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	09/10/2025		A		4,756	A	$0.00	76,803	D
Common Stock	09/10/2025		F		169(1)	D	$86.515	76,634	D
Common Stock	09/10/2025		D		4,587	D	(2)	72,047	D
Common Stock								15,129(3)	I	401K Trust
Common Stock								1,121(4)	I	Held by daughter
Common Stock								1,121(4)	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(5)	(6)	01/15/2025		J	V	1,593		(7)	(7)	Common Stock	1,593	$66.35	206,786	D
Deferred Stock Units(5)	(6)	04/15/2025		J	V	1,365		(7)	(7)	Common Stock	1,365	$78.02	208,151	D
Deferred Stock Units(5)	(6)	07/15/2025		J	V	1,254		(7)	(7)	Common Stock	1,254	$88.82	209,405	D
Deferred Stock Units	(6)	09/10/2025		A		4,587		(7)	(7)	Common Stock	4,587	(2)	213,992	D

Explanation of Responses:

1. On September 10, 2025, the reporting person had 169 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. In connection with the vesting on September 10, 2025 of performance shares previously granted to the reporting person, the reporting person's receipt of 4,587 shares of common stock was deferred, resulting in the reporting person's receipt instead of 4,587 deferred stock units pursuant to National Fuel Gas Company's deferred compensation plan. The reporting person is therefore reporting the disposition of 4,587 shares of common stock in exchange for an equal number of deferred stock units.

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.

4. Includes 23 shares acquired year-to-date in calendar 2025 through a dividend reinvestment plan, exempt under Rule 16a-11.

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

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

7. 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:

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 did NFG insider David P. Bauer report on the Form 4 filed for 09/10/2025?

The Form 4 shows 169 shares withheld and cancelled for taxes and 4,587 vested performance shares converted into deferred stock units under the deferred compensation plan.

Were any NFG shares sold into the market by the reporting person on 09/10/2025?

No. The report indicates the 169 tax-withheld shares were cancelled and the 4,587 vested shares were converted to deferred stock units; no open-market sales are reported.

How many deferred stock units does the filing show resulting from the transactions?

The filing reports the acquisition of 4,587 deferred stock units on 09/10/2025 and earlier J-code deferred unit grants of 1,593, 1,365, and 1,254 from January, April, and July 2025 respectively.

What are the holdings reported in the NFG 401(k) stock fund and family holdings?

The filing reports 15,129 units in the NFG 401(k) stock fund (reported as units) and 1,121 shares held by the reporting person's daughter, including 23 dividend-reinvestment shares acquired year-to-date in 2025.

When do deferred stock units convert into shares according to the filing?

Deferred stock units become payable in shares after the reporting person's termination of service, per the distribution election under the company’s Deferred Compensation Plan.