NFG insider Silverstein discloses vesting withholding and 401(k) holdings

Rhea-AI Filing Summary

NATIONAL FUEL GAS Co. insider Timothy J. Silverstein reported changes to his beneficial ownership on Form 4 covering transactions dated 09/10/2025. He acquired 214 shares of common stock at no cash cost (reported as A, $0.00) and had 110 shares cancelled/withheld in connection with taxes on vesting performance shares (reported as dispositions). Following these transactions he beneficially owns 5,843 shares directly and an indirect interest equivalent to 4,763 shares through the NFG 401(k) stock fund, as calculated by the plan administrator using the closing stock price on that date.

Positive

• Full disclosure of tax-related withholding: the filing explains that 110 shares were cancelled to satisfy taxes on vested performance shares
• Post-transaction ownership stated: direct beneficial ownership of 5,843 shares and an indirect 4,763-share equivalent via the 401(k) fund

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider activity shows routine vesting-related withholding and a small acquisition; impact appears immaterial to valuation.

The filing documents a standard administrative outcome: performance shares vested and 110 shares were withheld and cancelled to satisfy tax obligations while the reporting person received 214 shares at no cash cost, likely from an award distribution. Post-transaction direct ownership is 5,843 shares with an additional 4,763-share equivalent held indirectly via the 401(k) plan. There is no evidence of open-market sales or other material transfers.

Corporate Governance Expert

TL;DR: Filing reflects routine executive compensation mechanics; disclosures are clear and include plan-based indirect holdings.

The report appropriately discloses the nature of the dispositions, noting withheld shares for taxes on vested performance awards and clarifying that cancellations were not market sales. It also explains the method for reporting the 401(k) stock fund balance as a share-equivalent value. Documentation includes a Power of Attorney exhibit and a signed filing representative, indicating procedural completeness.

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^*

Silverstein Timothy J

(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)
	Treasurer & CFO

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		214	A	$0.00	5,843	D
Common Stock	09/10/2025		F		110(1)	D	$86.515	5,733	D
Common Stock								4,763(2)	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. On September 10, 2025, the reporting person had 110 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 Timothy J. Silverstein report for NFG on 09/10/2025?

He reported acquisition of 214 common shares at $0.00 and the cancellation/withholding of 110 shares for tax purposes related to vested performance shares.

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

He beneficially owns 5,843 shares directly and holds an indirect equivalent of 4,763 shares through the NFG 401(k) stock fund.

Were the 110 withheld shares sold on the open market?

No. The filing explains the 110 shares were cancelled/withheld for taxes and were not sold into the market.

How was the 401(k) indirect holding calculated?

The plan administrator reported a dollar value for the NFG stock fund balance, which was divided by the closing price of NFG common stock on 09/10/2025 to produce a share-equivalent of 4,763.

Does the Form 4 include any exhibits or signatures?

Yes. The filing lists Exhibit 24 (Power of Attorney) and is signed by J. P. Baetzhold, Attorney in Fact.