National Fuel Gas (NYSE: NFG) insider reports RSU grant and tax share cancellations

Rhea-AI Filing Summary

National Fuel Gas Company reported insider equity activity for its Controller and Chief Accounting Officer on December 4, 2025. The officer acquired several blocks of common stock at a price of $0.00 per share in connection with equity compensation, and had shares withheld at $82.01 per share to cover taxes tied to the vesting of performance shares. These tax-related share cancellations were reported as dispositions but were not sold into the market.

The filing also shows a grant of 1,052 restricted stock units, each representing a right to receive one share of National Fuel Gas common stock. These units vest in three installments: 350 on December 4, 2026, 351 on December 4, 2027, and 351 on December 4, 2028. Following the reported transactions, the officer continued to hold National Fuel Gas shares directly and indirectly through a 401(k) plan stock fund.

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^*

Mendel Elena G

(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)
	Controller & Chf Acct Officer

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		722	A	$0.00	12,706	D
Common Stock	12/04/2025		F		369(1)	D	$82.01	12,337	D
Common Stock	12/04/2025		A		1,159	A	$0.00	13,496	D
Common Stock	12/04/2025		F		592(2)	D	$82.01	12,904	D
Common Stock								7,408(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
Restricted Stock Units	(4)	12/04/2025		A		1,052		(5)	(5)	Common Stock	1,052	$0.00	1,052	D

Explanation of Responses:

1. On December 4, 2025, the reporting person had 369 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 592 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 1,052 restricted stock units, vesting as follows: 350 on December 4, 2026, 351 on December 4, 2027, and 351 on December 4, 2028.

Remarks:

	J. P. Baetzhold, Attorney in Fact	12/08/2025
	** Signature of Reporting Person	Date
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FAQ

What insider activity did National Fuel Gas (NFG) report in this Form 4?

The filing reports that the Controller and Chief Accounting Officer acquired National Fuel Gas common stock through equity compensation and had shares withheld to pay taxes on vesting performance shares on December 4, 2025.

How many restricted stock units were granted to the National Fuel Gas officer?

The officer was granted 1,052 restricted stock units, each representing a contingent right to receive one share of National Fuel Gas common stock.

What is the vesting schedule for the 1,052 National Fuel Gas restricted stock units?

The restricted stock units vest in three tranches: 350 vest on December 4, 2026, 351 on December 4, 2027, and 351 on December 4, 2028.

Why were some National Fuel Gas shares reported as disposed of at $82.01?

The officer had 369 and 592 shares withheld and cancelled at $82.01 per share to cover taxes on vesting performance shares. The filing notes these shares were cancelled for tax purposes and were not sold into the market.

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

The reporting person is an officer of National Fuel Gas, serving as Controller and Chief Accounting Officer.

How does the National Fuel Gas 401(k) stock fund holding work for this officer?

The filing states that the National Fuel Gas 401(k) stock fund is denominated in units representing interests in a fund holding both NFG common stock and cash, and the reported amount is based on the dollar value of the officer’s balance divided by the closing stock price on December 4, 2025.