[Form 4] National Fuel Gas Co. Insider Trading Activity

Rhea-AI Filing Summary

National Fuel Gas Co. (NFG) – Form 4 filing dated 07/03/2025

Director David F. Smith reported two routine, plan-based acquisitions of deferred stock units (DSUs):

• 04/15/2025 – 103 DSUs acquired under the dividend reinvestment feature of the Deferred Compensation Plan (Transaction Code J) at a reference price of $58.02.
• 07/01/2025 – 518 DSUs acquired through the quarterly non-employee director equity grant, deferred under the same plan (Transaction Code A) at a reference price of $84.62.

Following these transactions, Smith’s total beneficial ownership stands at 16,762 DSUs, each economically equivalent to one share of common stock. DSUs are payable in common shares only after the director’s service ends; no cash was exchanged and no open-market activity occurred.

The filing reflects normal compensation-related increases in insider ownership and does not signal a change in the company’s fundamentals.

Positive

• Insider ownership rises by 621 DSUs, indicating continued alignment of director incentives with shareholder interests, albeit through automatic plan mechanisms.

Negative

• None.

Insights

Securities Analyst

TL;DR – Routine equity compensation; neutral for valuation.

This Form 4 shows automatic, non-discretionary accrual of 621 DSUs by Director David F. Smith through National Fuel Gas’s (NFG) deferred compensation mechanisms. Codes J and A confirm the acquisitions are exempt from short-swing profit rules and do not reflect an active buy/sell view. The resulting ownership of 16,762 DSUs—roughly US$1.3 million at current prices—is unchanged in strategic substance. Because the shares are locked until the director leaves the board, liquidity and float remain unaffected. The dollar value is immaterial relative to NFG’s US$5 billion market cap, so the event is operationally neutral for investors.

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^*

SMITH DAVID F

(Last) (First) (Middle)

6363 MAIN ST.

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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

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
Deferred Stock Units(1)	(2)	04/15/2025		J	V	103		(2)	(2)	Common Stock	103	$58.02	16,244	D
Deferred Stock Units(3)	(2)	07/01/2025		A		518		(2)	(2)	Common Stock	518	$84.62	16,762	D

Explanation of Responses:

1. Acquired through dividend reinvestment feature of the National Fuel Gas Company Deferred Compensation Plan for Directors and Officers, exempt under Rule 16a-11.

2. 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 as a director, pursuant to the reporting person's distribution election under the National Fuel Gas Company Deferred Compensation Plan for Directors and Officers.

3. Acquired through quarterly grant under the National Fuel Gas Company 2009 Non-Employee Director Equity Compensation Plan, and deferred pursuant to the reporting person's election under the National Fuel Gas Company Deferred Compensation Plan for Directors and Officers.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	J. P. Baetzhold, Attorney in Fact	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many shares did Director David F. Smith acquire according to the Form 4 for NFG?

He acquired 621 deferred stock units (103 on 04/15/2025 and 518 on 07/01/2025).

Were the NFG insider acquisitions open-market purchases?

No. Both transactions were plan-based (dividend reinvestment and quarterly equity grant) and exempt under Rule 16a-11.

What is Director Smith’s total NFG beneficial ownership after the transactions?

He now beneficially owns 16,762 deferred stock units, each equal to one common share.

When will the deferred stock units become payable?

The DSUs convert to common stock after the director’s service ends, per the Deferred Compensation Plan.

Does the Form 4 suggest any change in National Fuel Gas’s outlook?

No. The filing reflects routine compensation events and is considered neutral for the company’s fundamentals.