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

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.

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^*

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
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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.