National Fuel Gas (NFG) officer discloses RSU vesting, tax withholding and deferred units

Rhea-AI Filing Summary

National Fuel Gas Company officer, the President of NFG Supply Corp., reported several equity-related transactions on December 1, 2025. Restricted stock units vested into 597 shares of common stock, and the company withheld 22 shares to cover taxes, which were cancelled rather than sold into the market. The executive also deferred receipt of 575 shares of common stock in favor of an equal number of deferred stock units under National Fuel Gas Company’s deferred compensation plan, meaning these shares will be delivered as stock in the future after termination of service. The filing also shows indirect ownership in the NFG stock fund through the 401(k) plan and additional deferred stock units acquired through dividend reinvestment, all reflecting routine equity compensation and deferral activity rather than open-market buying or selling.

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^*

Del Vecchio Joseph N

(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 Supply 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	12/01/2025		M		597	A	(1)	16,067	D
Common Stock	12/01/2025		F		22(2)	D	$82.38	16,045	D
Common Stock	12/01/2025		D		575	D	(3)	15,470	D
Common Stock								14,525(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
Deferred Stock Units(5)	(6)	10/15/2025		J	V	86		(7)	(7)	Common Stock	86	$86.21	13,998	D
Restricted Stock Units	(1)	12/01/2025		M			597	(8)	(8)	Common Stock	597	$0.00	0.00	D
Deferred Stock Units	(6)	12/01/2025		A		575		(7)	(7)	Common Stock	575	(3)	14,573	D

Explanation of Responses:

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

2. On December 1, 2025, the reporting person had 22 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. In connection with the vesting on December 1, 2025 of restricted stock units previously granted to the reporting person, the reporting person's receipt of 575 shares of common stock was deferred, resulting in the reporting person's receipt instead of 575 deferred stock units pursuant to National Fuel Gas Company's deferred compensation plan. The reporting person is therefore reporting the disposition of 575 shares of common stock in exchange for an equal number of deferred stock units.

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. 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.

8. On December 1, 2022, the reporting person was granted 1,789 restricted stock units, vesting as follows: 596 on December 1, 2023, 596 on December 1, 2024, and 597 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.
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FAQ

What insider activity did NFG report on this Form 4 for 12/01/2025?

The Form 4 shows that a National Fuel Gas Company officer had 597 restricted stock units vest into common stock, 22 shares withheld and cancelled for taxes, and 575 shares deferred into an equal number of deferred stock units under a deferred compensation plan.

Who is the reporting person in the NFG Form 4 and what is their role?

The reporting person is an officer of National Fuel Gas Company, serving as President, NFG Supply Corp., and is reporting personal transactions in NFG equity and related units.

Did the NFG insider sell any common stock into the market on 12/01/2025?

The filing explains that 22 shares were withheld and cancelled for taxes in connection with the vesting of restricted stock units and are reported as dispositions, but none of these cancelled shares were sold into the market.

What does it mean that 575 NFG shares were exchanged for deferred stock units?

In connection with vesting on December 1, 2025, the reporting person deferred the receipt of 575 shares of common stock and instead received 575 deferred stock units. Each deferred stock unit is the economic equivalent of one share and becomes payable in common stock after the reporting person’s termination of service, according to their distribution election.

How are restricted stock units and deferred stock units treated in this NFG Form 4?

The Form 4 states that restricted stock units convert into common stock on a one-for-one basis. It also notes that each deferred stock unit is the economic equivalent of one share of common stock and will be paid out in shares after the reporting person’s termination of service under the company’s deferred compensation plan.

What indirect holdings in NFG does the reporting person disclose?

The reporting person reports indirect ownership through the NFG stock fund under the NFG 401(k) plan. The fund is denominated in units that represent interests in a mix of NFG common stock and cash, with the reported amount based on the dollar value of the balance as of December 1, 2025 divided by the closing price of NFG common stock on that date.