National Fuel Gas insider report: 2,286 shares vested, 900 withheld for taxes

Rhea-AI Filing Summary

Insider transactions for National Fuel Gas Co (NFG): Director and officer Justin I. Loweth received 2,286 shares of NFG common stock on 09/10/2025 at a reported price of $0.00, reflecting issuance or vesting of awards. The same date shows 900 shares withheld and cancelled to satisfy tax withholding related to vesting of performance shares; these cancelled shares were not sold in the market. After these reported transactions, the reporting person beneficially owned 54,804 shares directly and 11,109 shares reported as NFG 401(k) fund units, plus additional small indirect holdings reported for family members.

Positive

• 2,286 shares issued/vested to the reporting person on 09/10/2025, increasing direct beneficial ownership to 54,804 shares
• 401(k) fund holdings reported as 11,109 units, reflecting additional retirement-linked equity exposure to NFG

Negative

• 900 shares withheld and cancelled to satisfy taxes in connection with vesting, reducing direct holdings to 53,904 on a net basis
• No cash proceeds from withheld shares (Transaction Code "F"), indicating tax settlement rather than a market sale which may reduce available shares held outright

Insights

Financial Analyst

TL;DR: Officer received vested equity and had shares withheld for taxes, leaving modest net increase in direct holdings.

The report documents a grant/vesting of 2,286 common shares at a reported price of $0.00, which increases direct beneficial ownership to 54,804 shares. Concurrently, 900 shares were withheld and cancelled for tax obligations; the filing clarifies these withheld shares were not market sales. The officer also holds 11,109 units in the NFG 401(k) stock fund. These transactions are routine compensation-related events and do not indicate market disposition of shares.

Corporate Governance Expert

TL;DR: Typical executive equity vesting and tax withholding; disclosures are consistent with compensation plan administration.

The Form 4 discloses performance-share vesting mechanics: issuance of 2,286 shares and cancellation of 900 withheld-for-tax shares on 09/10/2025. The filing uses Transaction Code "A" for acquisition and Code "F" to indicate withholding rather than market sale, which is standard practice. Beneficial ownership totals are clearly reported with direct and indirect holdings, including family and 401(k) fund units, satisfying Section 16 transparency expectations.

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^*

Loweth Justin I

(Last) (First) (Middle)

1201 LOUISIANA ST

SUITE 2600

(Street)

HOUSTON TX 77002

(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)
	Pres - Seneca Resources

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		2,286	A	$0.00	54,804	D
Common Stock	09/10/2025		F		900(1)	D	$86.515	53,904	D
Common Stock								11,109(2)	I	401K Trust
Common Stock								225	I	Held by Spouse
Common Stock								300	I	Held by Son
Common Stock								200	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

Explanation of Responses:

1. On September 10, 2025, the reporting person had 900 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. 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.
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FAQ

What transactions did Justin I. Loweth report on the Form 4 for NFG?

The Form 4 reports an acquisition/vesting of 2,286 NFG common shares at $0.00 and the withholding/cancellation of 900 shares for taxes on 09/10/2025.

Did the reporting person sell any NFG shares into the market?

No. The filing states the 900 withheld shares were cancelled for tax purposes and are reported with Transaction Code "F", indicating they were not sold in the market.

How many NFG shares does the reporting person beneficially own after these transactions?

Following the reported transactions, the reporting person beneficially owned 54,804 shares directly, plus 11,109 units in the NFG 401(k) stock fund, and small indirect holdings reported for family members.

What does the Transaction Code "A" and "F" mean on this Form 4?

In this filing, Transaction Code "A" denotes acquisition (vesting/issuance) of 2,286 shares; Code "F" denotes shares withheld/cancelled to satisfy tax withholding (900 shares).

Are the 401(k) holdings shown as shares or units in the Form 4?

The filing explains the NFG 401(k) stock fund is denominated in units; the report converts the reporting person's plan balance to an equivalent of 11,109 shares based on the closing price on 09/10/2025.