National Fuel Gas (NFG) Form 4 shows RSU vesting, tax share withholding

Rhea-AI Filing Summary

National Fuel Gas Company reported insider equity activity by an officer who serves as President of NFG Distribution Corp. On October 15, 2025, the insider acquired 1 share of common stock at $86.221 through a dividend reinvestment plan, and held 11,303 directly owned shares afterward. On December 1, 2025, 533 restricted stock units converted into an equal number of common shares, increasing the direct holding to 11,836 shares.

Also on December 1, 2025, 262 shares were withheld and cancelled to cover taxes related to the vesting of the restricted stock units at a price of $82.38, leaving 11,574 directly owned shares. In addition, the insider reported 14,430 indirectly owned shares through the NFG 401(k) stock fund and 49 shares held as custodian for a son under UTMA. After the RSU vesting, no restricted stock units remained outstanding.

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^*

Colpoys Michael D

(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)
	President - NFG Dist. Corp.

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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
Common Stock	10/15/2025		J	V	1(1)	A	$86.221	11,303	D
Common Stock	12/01/2025		M		533	A	(2)	11,836	D
Common Stock	12/01/2025		F		262(3)	D	$82.38	11,574	D
Common Stock								14,430(4)	I	401K Trust
Common Stock								49	I	As UTMA custodian for son

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	(2)	12/01/2025		M			533	(5)	(5)	Common Stock	533	$0.00	0.00	D

Explanation of Responses:

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

2. Restricted stock units convert into common stock on a one-for-one basis.

3. On December 1, 2025, the reporting person had 262 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 1, 2025, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.

5. On December 1, 2022, the reporting person was granted 1,598 restricted stock units, vesting as follows: 532 on December 1, 2023, 533 on December 1, 2024, and 533 on December 1, 2025.

Remarks:

	J. P. Baetzhold, Attorney in Fact	12/03/2025
	** 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 insider transactions did NFG report in this Form 4?

The filing shows that an officer of National Fuel Gas Company (NFG) acquired 1 share of common stock via a dividend reinvestment plan on October 15, 2025, and had 533 restricted stock units convert into common stock on December 1, 2025, with shares also withheld for taxes.

How many National Fuel Gas (NFG) shares does the insider own after these transactions?

Following the December 1, 2025 transactions, the officer directly owned 11,574 NFG common shares. The filing also reports indirect holdings of 14,430 shares through the NFG 401(k) stock fund and 49 shares held as UTMA custodian for a son.

What happened to the restricted stock units reported by NFG?

On December 1, 2025, 533 restricted stock units vested and converted into an equal number of NFG common shares. The filing indicates that these restricted stock units convert into common stock on a one-for-one basis and that none remained outstanding after this vesting.

Why were some NFG shares shown as disposed of on December 1, 2025?

The Form 4 explains that 262 shares were withheld and cancelled to cover taxes related to the vesting of restricted stock units on December 1, 2025. These are reported as dispositions, but the filing notes that none of these cancelled shares were sold into the market.

How is the NFG 401(k) stock fund position calculated in the filing?

The filing states that the NFG 401(k) stock fund is denominated in units representing interests in a fund holding NFG common stock and cash. The reported 14,430 shares reflect the dollar value of the officer’s balance as of December 1, 2025, divided by that day’s NFG closing price.

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

The reporting person is identified as an officer of National Fuel Gas Company, serving as President - NFG Distribution Corp.