NFG Insider Filing: Dividend Reinvestments, Deferred Units, 2,409-Share Transfer

Rhea-AI Filing Summary

Martin A. Krebs, Chief Information Officer of National Fuel Gas Company (NFG), reported multiple transactions in 2025 affecting his holdings. The filing shows a disposition of 2,409 shares on 08/25/2025 at an average price of $86.73 reflecting a transfer out of the NFG 401(k) stock fund. The report also records dividend reinvestment purchases on 01/15/2025, 04/15/2025, and 07/15/2025 totaling 81 shares acquired through the company DRIP at prices of $66.228, $78.177, and $89.33 respectively. On 09/10/2025, 490 vested performance shares were converted into 490 deferred stock units under the company deferred compensation plan, and 490 additional common shares were reported acquired and then disposed of in connection with that deferral. The filing explains the 401(k) stock fund is denominated in units representing stock plus a cash reserve, and deferred stock units are payable in shares after termination of service.

Positive

• Transparent disclosure of plan-based transactions, including 401(k) unit transfers and deferred stock unit conversions
• Dividend reinvestment purchases added 31, 26, and 24 shares on 01/15/2025, 04/15/2025, and 07/15/2025 respectively
• Vested performance shares were deferred into deferred stock units, preserving economic exposure while deferring receipt

Negative

• Disposition of 2,409 shares from the NFG 401(k) stock fund on 08/25/2025 at $86.73 reduced immediate beneficial ownership reported in that fund
• Net reporting complexity due to multiple plan transactions could make short-term ownership changes harder for investors to track

Insights

Financial Analyst

TL;DR: Insider executed routine plan-driven transactions including 401(k) reallocation, DRIP purchases, and deferral of vested performance shares.

The reported activity reflects a mix of plan-based moves rather than open-market trading for speculative reasons. The 2,409-share transfer out of the NFG 401(k) stock fund on 08/25/2025 at $86.73 per share reduced immediate beneficial ownership to 0.00 shares in that fund as reported. Smaller acquisitions from dividend reinvestment added 31, 26, and 24 shares across early 2025, while 490 vested performance shares were converted to deferred stock units on 09/10/2025, increasing deferred units held. These transactions are consistent with routine compensation, dividend reinvestment, and deferral elections and do not, by themselves, indicate a change in company outlook.

Corporate Governance Expert

TL;DR: Transactions appear governance- and plan-driven; the conversion of vested performance shares to deferred units is a notable compensation deferral.

The filing documents that vested performance shares were deferred into deferred stock units payable after termination, which affects the timing of share delivery but preserves economic exposure. The use of Rule 16a-11 exemptions for DRIP and deferred plan reinvestment is properly noted. As CIO and an officer of NFG, the reporting person’s activity is disclosed transparently, including plan mechanics and unit valuation method for 401(k) transfers. No unexplained open-market sales or purchases outside plan mechanisms are reported.

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

OMB Number:			3235-0287
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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^*

Krebs Martin A

(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)
	Chief Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		I		2,409(1)	D	$86.73	0.00	I	401K Trust
Common Stock								20(2)	I	401K Trust
Common Stock	01/15/2025		J	V	31(3)	A	$66.228	4,008	D
Common Stock	04/15/2025		J	V	26(3)	A	$78.177	4,034	D
Common Stock	07/15/2025		J	V	24(3)	A	$89.33	4,058	D
Common Stock	09/10/2025		A		490	A	$0.00	4,548	D
Common Stock	09/10/2025		D		490	D	(4)	4,058	D

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(5)	(6)	01/15/2025		J	V	142		(7)	(7)	Common Stock	142	$66.35	18,457	D
Deferred Stock Units(5)	(6)	04/15/2025		J	V	122		(7)	(7)	Common Stock	122	$78.02	18,579	D
Deferred Stock Units(5)	(6)	07/15/2025		J	V	112		(7)	(7)	Common Stock	112	$88.82	18,691	D
Deferred Stock Units	(6)	09/10/2025		A		490		(7)	(7)	Common Stock	490	(4)	19,181	D

Explanation of Responses:

1. 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 transfer out of the NFG stock fund as of August 25, 2025, divided by the closing price of NFG common stock on that date.

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.

3. Acquired through dividend reinvestment plan, exempt under Rule 16a-11.

4. In connection with the vesting on September 10, 2025 of performance shares previously granted to the reporting person, the reporting person's receipt of 490 shares of common stock was deferred, resulting in the reporting person's receipt instead of 490 deferred stock units pursuant to National Fuel Gas Company's deferred compensation plan. The reporting person is therefore reporting the disposition of 490 shares of common stock in exchange for an equal number of deferred stock units.

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

6. Each deferred stock unit is the economic equivalent of one share of common stock.

7. The deferred stock units become payable, in shares of common stock, after the reporting person's termination of service, pursuant to the reporting person's distribution election under National Fuel Gas Company's Deferred Compensation Plan for Directors and Officers.

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 Martin A. Krebs report on Form 4?

The filing shows a disposition of 2,409 shares from the NFG 401(k) stock fund on 08/25/2025 at $86.73, dividend reinvestment acquisitions of 31, 26, and 24 shares on 01/15/2025, 04/15/2025, and 07/15/2025, and conversion of 490 vested performance shares into deferred stock units on 09/10/2025.

Why were 490 shares converted to deferred stock units?

The filer elected deferral under National Fuel Gas Company’s deferred compensation plan, so 490 vested performance shares were exchanged for 490 deferred stock units payable in shares after termination of service.

How were the 2,409 shares valued in the 401(k) transfer?

The disposition amount was calculated by dividing the dollar value of the reporting person’s transfer out of the NFG stock fund by the closing price of NFG common stock on 08/25/2025, reported at $86.73 per share.

Are the dividend reinvestment and deferred plan transactions exempt filings?

Yes. The filing notes the dividend reinvestment and deferred compensation plan transactions are exempt under Rule 16a-11 where applicable.

What is the reporting person’s role at NFG?

The reporting person, Martin A. Krebs, is identified as an officer of NFG with the title Chief Information Officer.