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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Deferred Stock Units | 4,587 | $0.00 | -- |
| Grant/Award | Common Stock | 4,756 | $0.00 | -- |
| Tax Withholding | Common Stock | 169 | $86.515 | $15K |
| Disposition | Common Stock | 4,587 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| Other | Deferred Stock Units | 1,254 | $88.82 | $111K |
| Other | Deferred Stock Units | 1,365 | $78.02 | $106K |
| Other | Deferred Stock Units | 1,593 | $66.35 | $106K |
Footnotes (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. 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. 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. Includes 23 shares acquired year-to-date in calendar 2025 through a dividend reinvestment plan, exempt under Rule 16a-11. Acquired through dividend reinvestment feature of the National Fuel Gas Company Deferred Compensation Plan for Directors and Officers, exempt under Rule 16a-11. Each deferred stock unit is the economic equivalent of one share of common stock. 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.
