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National Fuel Gas (NFG) insider reports RSU vesting, tax share cancellations

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

National Fuel Gas Company reported equity activity by its Secretary and General Counsel related to previously granted restricted stock units. On December 5, 2025, 338 restricted stock units converted into common stock, and 173 shares were withheld and cancelled for taxes at a price of $82.28 per share, leaving 16,778 shares of common stock held directly. On December 6, 2025, another 412 restricted stock units converted into common stock, and 211 shares were withheld and cancelled for taxes at the same price, resulting in 16,979 shares held directly. The reporting person also has 2,509 units in the NFG stock fund under the company 401(k) plan, which represents an interest in a fund holding NFG common stock and cash.

Positive

  • None.

Negative

  • None.
Insider Hartz Lee E
Role Secretary and General Counsel
Type Security Shares Price Value
Exercise Restricted Stock Units 412 $0.00 --
Exercise Common Stock 412 $0.00 --
Tax Withholding Common Stock 211 $82.28 $17K
Exercise Restricted Stock Units 338 $0.00 --
Exercise Common Stock 338 $0.00 --
Tax Withholding Common Stock 173 $82.28 $14K
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 412 shares (Direct); Common Stock — 17,190 shares (Direct); Common Stock — 2,509 shares (Indirect, 401K Trust)
Footnotes (1)
  1. Restricted stock units convert into common stock on a one-for-one basis. On December 5, 2025, the reporting person had 173 shares withheld and cancelled in respect of taxes in connection with the vesting of restricted stock units. 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. On December 6, 2025, the reporting person had 211 shares withheld and cancelled in respect of taxes in connection with the vesting of restricted stock units. 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. 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 5, 2025, as reported by the plan administrator, divided by the closing price of NFG common stock on that date. On December 5, 2024, the reporting person was granted 1,016 restricted stock units, vesting as follows: 338 on December 5, 2025, 339 on December 5, 2026, and 339 on December 5, 2027. On December 6, 2023, the reporting person was granted 1,236 restricted stock units, vesting as follows: 412 on December 6, 2024, 412 on December 6, 2025, and 412 on December 6, 2026.
Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
hours per response: 0.5
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)
12/05/2025
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 12/05/2025 M 338 A (1) 16,951 D
Common Stock 12/05/2025 F 173(2) D $82.28 16,778 D
Common Stock 12/06/2025 M 412 A (1) 17,190 D
Common Stock 12/06/2025 F 211(3) D $82.28 16,979 D
Common Stock 2,509(4) 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 (1) 12/05/2025 M 338 (5) (5) Common Stock 338 $0.00 678 D
Restricted Stock Units (1) 12/06/2025 M 412 (6) (6) Common Stock 412 $0.00 412 D
Explanation of Responses:
1. Restricted stock units convert into common stock on a one-for-one basis.
2. On December 5, 2025, the reporting person had 173 shares withheld and cancelled in respect of taxes in connection with the vesting of restricted stock units. 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. On December 6, 2025, the reporting person had 211 shares withheld and cancelled in respect of taxes in connection with the vesting of restricted stock units. 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.
4. 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 5, 2025, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.
5. On December 5, 2024, the reporting person was granted 1,016 restricted stock units, vesting as follows: 338 on December 5, 2025, 339 on December 5, 2026, and 339 on December 5, 2027.
6. On December 6, 2023, the reporting person was granted 1,236 restricted stock units, vesting as follows: 412 on December 6, 2024, 412 on December 6, 2025, and 412 on December 6, 2026.
Remarks:
J. P. Baetzhold, Attorney in Fact 12/09/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did NATIONAL FUEL GAS CO (NFG) disclose?

The company disclosed that its Secretary and General Counsel had restricted stock units convert into common stock on December 5 and 6, 2025, along with related tax share withholdings.

How many NFG shares vested for the insider in December 2025?

On December 5, 2025, 338 restricted stock units vested, and on December 6, 2025, an additional 412 restricted stock units vested, each converting into the same number of common shares.

How many NFG shares were withheld for taxes and at what price?

The reporting person had 173 shares withheld and cancelled for taxes on December 5, 2025, and 211 shares withheld and cancelled on December 6, 2025, each at a price of $82.28 per share.

How many NFG shares does the insider hold after these transactions?

Following the reported transactions, the insider beneficially owns 16,979 shares of NFG common stock directly.

What is reported about the insider’s NFG 401(k) stock fund holdings?

The insider also holds 2,509 units in the NFG stock fund under the NFG 401(k) plan, representing an interest in a fund invested in NFG common stock and cash.

What are the terms of the NFG restricted stock unit grants mentioned?

One grant of 1,016 units (granted December 5, 2024) vests 338 units on December 5, 2025, and 339 units on each of December 5, 2026 and 2027. Another grant of 1,236 units (granted December 6, 2023) vests in three equal tranches of 412 units on each of December 6, 2024, 2025 and 2026.