National Fuel Gas (NFG) insider files Form 4 on stock grants and RSUs

Rhea-AI Filing Summary

National Fuel Gas Company officer and Seneca Resources president reported several equity-related transactions dated December 4, 2025. The filing shows acquisitions of common stock at a stated price of $0.00, along with dispositions where 3,338 and 5,364 shares were withheld and cancelled for taxes tied to the vesting of performance shares, with those cancellations coded as dispositions at $82.01 per share.

The officer also reported a new grant of 11,715 restricted stock units, each representing a right to receive one share of National Fuel Gas common stock. These units are scheduled to vest in three equal installments of 3,905 on December 4 of 2026, 2027, and 2028. In addition to directly held shares, the filing notes indirect holdings through a 401(k) trust and accounts for a spouse, son, and daughter.

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^*

Loweth Justin I

(Last) (First) (Middle)

1201 LOUISIANA ST

SUITE 2600

(Street)

HOUSTON TX 77002

(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)
	Pres - Seneca Resources

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2025

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	12/04/2025		A		8,482	A	$0.00	64,658	D
Common Stock	12/04/2025		F		3,338(1)	D	$82.01	61,320	D
Common Stock	12/04/2025		A		13,630	A	$0.00	74,950	D
Common Stock	12/04/2025		F		5,364(2)	D	$82.01	69,586	D
Common Stock								11,230(3)	I	401K Trust
Common Stock								225	I	Held by Spouse
Common Stock								300	I	Held by Son
Common Stock								200	I	Held by Daughter

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	(4)	12/04/2025		A		11,715		(5)	(5)	Common Stock	11,715	$0.00	11,715	D

Explanation of Responses:

1. On December 4, 2025, the reporting person had 3,338 shares withheld and cancelled in respect of taxes in connection with the vesting of performance shares. 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.

2. On December 4, 2025, the reporting person had 5,364 shares withheld and cancelled in respect of taxes in connection with the vesting of performance shares. 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. 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 4, 2025, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.

4. Each restricted stock unit represents a contingent right to receive one share of NFG common stock.

5. On December 4, 2025, the reporting person was granted 11,715 restricted stock units, vesting as follows: 3,905 on December 4, 2026, 3,905 on December 4, 2027, and 3,905 on December 4, 2028.

Remarks:

	J. P. Baetzhold, Attorney in Fact	12/08/2025
	** 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 National Fuel Gas (NFG) report in this Form 4?

The filing reports that a National Fuel Gas Company officer acquired common stock at a stated price of $0.00, had shares withheld and cancelled to cover taxes on vested performance shares, and received a new grant of restricted stock units.

How many National Fuel Gas (NFG) shares were withheld for taxes?

The officer had 3,338 shares and 5,364 shares withheld and cancelled on December 4, 2025 to cover taxes in connection with the vesting of performance shares. These appear in the report as dispositions with transaction code "F" and a price of $82.01 per share.

How many restricted stock units were granted to the National Fuel Gas (NFG) officer?

The officer was granted 11,715 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of National Fuel Gas common stock.

What is the vesting schedule for the 11,715 restricted stock units at National Fuel Gas (NFG)?

The 11,715 restricted stock units granted on December 4, 2025 vest in three equal installments: 3,905 units on December 4, 2026, 3,905 units on December 4, 2027, and 3,905 units on December 4, 2028.

Does the National Fuel Gas (NFG) Form 4 include indirect share holdings?

Yes. The report lists indirectly held common stock, including 11,230 shares through a 401(k) trust, 225 shares held by a spouse, 300 shares held by a son, and 200 shares held by a daughter.

What does the National Fuel Gas (NFG) filing say about the 401(k) stock fund position?

The NFG stock fund in the 401(k) plan is denominated in units that include both common stock and cash. The reported 11,230 figure is based on the dollar value of the officer's balance in the fund as of December 4, 2025, divided by the closing price of NFG common stock on that date.