NFG Insider Filing: Dividend Reinvestment and Deferred Units Reported

Rhea-AI Filing Summary

National Fuel Gas officer and director Joseph N. Del Vecchio reported several small changes in his beneficial ownership on September 10, 2025. He acquired 430 shares through a dividend reinvestment feature at no cash cost and received 414 deferred stock units in exchange for vested performance shares, meaning those 414 shares were converted to units under the company’s deferred compensation plan rather than delivered as marketable stock. The filing also shows 16 shares withheld and cancelled for taxes related to vesting, and an indirect holding equivalent to 14,389 shares in the company 401(k) stock fund.

The deferred units convert to common shares after termination of service, and the reported transactions reflect routine compensation-related adjustments rather than open-market sales.

Positive

• Acquired 430 shares via dividend reinvestment, increasing direct ownership without open-market purchase costs
• 414 vested performance shares converted to deferred stock units, preserving economic exposure and aligning executive compensation with shareholder value over time
• Significant indirect holding (14,389 equivalent shares) in the NFG 401(k) stock fund, indicating continued retirement-plan investment in company stock

Negative

• 16 shares were withheld and cancelled for taxes related to vesting, reducing total share count held
• No open-market purchases reported that materially increase liquid ownership; transactions are plan-driven rather than voluntary market acquisitions

Insights

Corporate Governance Expert

TL;DR: Routine, compensation-driven ownership changes that maintain management alignment without open-market share sales.

The Form 4 discloses standard, non-market transactions tied to vesting and the company’s deferred compensation mechanisms. The conversion of 414 vested performance shares into deferred stock units preserves economic exposure while delaying share delivery until termination, which is common for senior officers. The small 16-share tax-related cancellation and the 430-share reinvestment through a dividend feature are administratively routine and do not signal liquidity-driven selling or a change in control intent.

Securities Analyst

TL;DR: Transactions are modest in size and stem from compensation plan mechanics; not material to valuation.

The sizes reported (430 shares acquired via reinvestment; 414 shares exchanged for deferred units; 14,389-share equivalent held indirectly in a 401(k) fund) are small relative to a public utility issuer and derive from plan mechanics rather than market disposal. No open-market sales are reported; one entry notes shares withheld/cancelled for taxes. For investors, these entries primarily indicate continued executive share ownership and use of company compensation and deferral programs.

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
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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^*

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)
09/10/2025

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	09/10/2025		A		430	A	$0.00	15,900	D
Common Stock	09/10/2025		F		16(1)	D	$86.515	15,884	D
Common Stock	09/10/2025		D		414	D	(2)	15,470	D
Common Stock								14,389(3)	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(4)	(5)	04/15/2025		J	V	88		(6)	(6)	Common Stock	88	$78.02	13,417	D
Deferred Stock Units(4)	(5)	07/15/2025		J	V	81		(6)	(6)	Common Stock	81	$88.82	13,498	D
Deferred Stock Units	(5)	09/10/2025		A		414		(6)	(6)	Common Stock	414	(2)	13,912	D

Explanation of Responses:

1. On September 10, 2025, the reporting person had 16 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. In connection with the vesting on September 10, 2025 of performance shares previously granted to the reporting person, the reporting person's receipt of 414 shares of common stock was deferred, resulting in the reporting person's receipt instead of 414 deferred stock units pursuant to National Fuel Gas Company's deferred compensation plan. The reporting person is therefore reporting the disposition of 414 shares of common stock in exchange for an equal number of deferred stock units.

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 September 10, 2025, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.

4. Acquired through dividend reinvestment feature of the National Fuel Gas Company Deferred Compensation Plan for Directors and Officers, exempt under Rule 16a-11.

5. Each deferred stock unit is the economic equivalent of one share of common stock.

6. 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.

Remarks:

Exhibit List -Exhibit 24 - Power of Attorney

	J. P. Baetzhold, Attorney in Fact	09/12/2025
	** 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 transactions did NFG insider Joseph Del Vecchio report?

The Form 4 reports acquisition of 430 shares via dividend reinvestment, conversion of 414 vested performance shares to deferred stock units, and 16 shares withheld/cancelled for taxes.

Do these Form 4 transactions include open-market sales for NFG?

No. The filing shows plan-related dispositions and conversions; there are no open-market sales reported.

What are deferred stock units in this filing?

Each deferred stock unit equals the economic value of one share and will be paid in common stock after termination of service under the company’s deferred compensation plan.

How large are the insider holdings reported for NFG?

After the transactions the reporting person directly held 15,470 shares and had an indirect equivalent of 14,389 shares in the 401(k) stock fund.

Were any shares cancelled or withheld in these transactions?

Yes, the filing discloses 16 shares withheld and cancelled for taxes in connection with vesting of performance shares.