National Fuel Gas (NFG) officer reports stock awards and tax share cancellations

Rhea-AI Filing Summary

National Fuel Gas Company reported an insider equity transaction by its officer serving as President of NFG Distribution Corp. On December 4, 2025, the reporting person acquired 1,207 and 1,939 shares of common stock at a stated price of $0.00, reflecting stock-based awards. On the same date, 593 and 952 shares were withheld and cancelled at $82.01 per share to cover taxes upon the vesting of performance shares; these were recorded as dispositions but were not sold into the market.

The filing also shows a grant of 4,153 restricted stock units, each representing a right to receive one share of common stock, vesting in installments of 1,384 shares on December 4, 2026 and 2027 and 1,385 shares on December 4, 2028. Following these transactions, the officer reported direct and indirect holdings in National Fuel Gas common stock, including shares held through a 401(k) plan and as custodian for a family account.

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^*

Colpoys Michael D

(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)
	President - NFG Dist. Corp.

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		1,207	A	$0.00	12,781	D
Common Stock	12/04/2025		F		593(1)	D	$82.01	12,188	D
Common Stock	12/04/2025		A		1,939	A	$0.00	14,127	D
Common Stock	12/04/2025		F		952(2)	D	$82.01	13,175	D
Common Stock								14,430(3)	I	401K Trust
Common Stock								49	I	As UTMA custodian for son

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	(4)	12/04/2025		A		4,153		(5)	(5)	Common Stock	4,153	$0.00	4,153	D

Explanation of Responses:

1. On December 4, 2025, the reporting person had 593 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 952 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. 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.

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

5. On December 4, 2025, the reporting person was granted 4,153 restricted stock units, vesting as follows: 1,384 on December 4, 2026, 1,384 on December 4, 2027, and 1,385 on December 4, 2028.

Remarks:

	J. P. Baetzhold, Attorney in Fact	12/08/2025
	** 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 insider transaction did National Fuel Gas (NFG) report on December 4, 2025?

The report shows that on December 4, 2025, a National Fuel Gas officer acquired 1,207 and 1,939 shares of common stock at a stated price of $0.00, reflecting equity awards, and had shares withheld for taxes related to performance share vesting.

How many National Fuel Gas (NFG) shares were withheld for taxes in this Form 4?

The officer had 593 and 952 National Fuel Gas common shares withheld and cancelled at $82.01 per share to satisfy tax obligations tied to the vesting of performance shares, and these were recorded as dispositions but not sold into the market.

What restricted stock units were granted to the National Fuel Gas (NFG) officer?

The officer received a grant of 4,153 restricted stock units, each representing a contingent right to one share of National Fuel Gas common stock, with vesting of 1,384 units on December 4, 2026, 1,384 on December 4, 2027, and 1,385 on December 4, 2028.

Did the National Fuel Gas (NFG) insider sell any shares into the market?

The filing explains that the 593 and 952 shares shown as dispositions were withheld and cancelled to cover taxes on performance share vesting, and it states that none of these cancelled shares were sold into the market.

What indirect holdings of National Fuel Gas (NFG) stock does the officer report?

The officer reports indirect ownership of National Fuel Gas common stock through a 401(k) stock fund, which is denominated in units based on a mix of NFG shares and cash, and also reports 49 shares held as UTMA custodian for a son.

What position does the reporting person hold at National Fuel Gas (NFG)?

The reporting person is listed as an officer of National Fuel Gas, serving as President - NFG Dist. Corp., and filed the Form 4 as an individual reporting person.