Form 4: NFG Director Acquires Shares via DRIP; 122 Shares Withheld for Taxes

Rhea-AI Filing Summary

NFG director and officer Lee E. Hartz reported multiple transactions in National Fuel Gas Co. common stock during 2025. On 04/15/2025 and 07/15/2025 Mr. Hartz acquired shares through dividend reinvestment (100 and 91 shares) at prices of $78.177 and $89.33, increasing his direct holdings to 15,346 shares by July. On 09/10/2025 he received 238 shares (no price) and on the same date 122 vested performance shares were withheld and cancelled for taxes (reported as a disposition at $86.515). He also reports an indirect interest of 2,451 units in the NFG 401(k) stock fund, calculated by the plan administrator.

Positive

• Dividend reinvestment used to acquire shares on 04/15/2025 (100 shares) and 07/15/2025 (91 shares), indicating retention of equity
• Indirect retirement plan holdings of 2,451 units reported, showing continued participation in company 401(k) stock fund

Negative

• 122 vested performance shares were withheld and cancelled for taxes on 09/10/2025, reducing direct share count

Insights

Securities Analyst

TL;DR Routine insider activity: dividend reinvestment purchases and tax-withheld cancellations on vested performance shares, modest net increase in holdings.

The transactions are ordinary Section 16 reporting events: two dividend reinvestment acquisitions earlier in the year and a grant/vesting event in September where 122 shares were withheld and cancelled for taxes rather than sold into the market. The reporting person’s direct beneficial ownership rose modestly to 15,584 shares before the withholding and ended at 15,462 after the cancellation. The 2,451 units in the 401(k) fund reflect plan-denominated ownership and are reported as indirect holdings.

Corporate Governance Expert

TL;DR Disclosure aligns with compensation and tax practices: share withholding on vesting and dividend reinvestment are standard, not material governance concerns.

The Form 4 discloses standard compensation mechanics: performance shares vested with tax withholding and use of a dividend reinvestment plan exempt under Rule 16a-11. There is no indication of open-market sales tied to these events; withheld shares were cancelled rather than sold. No change in reporting status or unusual transactions are indicated.

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^*

Hartz Lee E

(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)
	Secretary and General Counsel

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	04/15/2025		J	V	100(1)	A	$78.177	15,255	D
Common Stock	07/15/2025		J	V	91(1)	A	$89.33	15,346	D
Common Stock	09/10/2025		A		238	A	$0.00	15,584	D
Common Stock	09/10/2025		F		122(2)	D	$86.515	15,462	D
Common Stock								2,451(3)	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. Acquired through dividend reinvestment plan, exempt under Rule 16a-11.

2. On September 10, 2025, the reporting person had 122 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 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.
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 transactions did NFG insider Lee E. Hartz report on Form 4?

He reported dividend reinvestment acquisitions of 100 shares on 04/15/2025 and 91 shares on 07/15/2025; receipt of 238 shares on 09/10/2025; and 122 vested performance shares withheld and cancelled for taxes on 09/10/2025.

How many NFG shares does Lee E. Hartz beneficially own after these transactions?

The Form 4 shows direct beneficial ownership reported as 15,462 shares following the September 10, 2025 transactions.

Were any shares sold into the market according to the filing?

No; the filing notes the 122 withheld shares were cancelled for taxes and states that none of these cancelled shares were sold into the market.

What is the significance of the 401(k) units reported?

The 2,451 units represent the reporting person’s indirect ownership interest in the NFG stock fund under the company 401(k) plan, calculated by dividing the dollar value of the balance by the closing stock price on 09/10/2025.

Were any transactions exempt under Rule 16a-11?

Yes; the acquisitions on 04/15/2025 and 07/15/2025 through the dividend reinvestment plan are noted as exempt under Rule 16a-11.