Welcome to our dedicated page for Natl Fuel Gas Co SEC filings (Ticker: NFG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
National Fuel Gas Company filings document the formal disclosure record for an NYSE-listed integrated natural gas company with upstream, gathering, pipeline and storage, and utility operations. Periodic and current reports describe segment results, GAAP and non-GAAP measures, Seneca Resources production and reserves, Appalachian gathering activity, regulated utility margins, and interstate pipeline and storage projects.
The company’s SEC filings also cover capital structure and governance matters, including common stock private placement and resale registration documents, an amended unsecured revolving credit facility, dividend and share information, annual proxy materials, executive compensation plans, director elections, auditor ratification, and stockholder voting results. Forward-looking disclosures identify risks tied to natural gas prices, regulation, permitting, reserve estimates, cybersecurity, weather, capital spending, labor matters, and completion of strategic transactions.
National Fuel Gas Company director Form 4 shows routine equity accruals. On 10/15/2025, the reporting person acquired 187 shares of common stock at $86.221 per share through the company's dividend reinvestment plan, bringing direct holdings to 30,424 shares. The filing also reports deferred stock units, which are bookkeeping entries that mirror the value of common stock.
On 10/15/2025, the director acquired 105 deferred stock units, and on 01/02/2026 acquired an additional 541 deferred stock units, including through the deferred compensation and non-employee director equity compensation plans. Each deferred stock unit represents the economic equivalent of one share of common stock and will be paid in shares after the director's service ends, based on prior distribution elections.
National Fuel Gas Company reported an insider stock transaction by one of its directors. On 01/02/2026, the director acquired 541 shares of National Fuel Gas common stock through a quarterly grant under the company’s 2009 Non-Employee Director Equity Compensation Plan, at a price of $80.945 per share.
Following this grant, the director now beneficially owns 21,290 shares of National Fuel Gas common stock, held as a direct ownership position. This is a routine equity compensation grant for a non-employee director, reflecting part of the director’s compensation in company stock rather than cash.
National Fuel Gas Company director activity: A director of National Fuel Gas Company reported routine acquisitions of common stock and deferred stock units tied to company compensation and dividend reinvestment plans.
On October 15, 2025, 2 shares of common stock were acquired indirectly through the Anderson Family Trust at $86.221 per share, bringing that indirect holding to 218 shares. On the same date, 105 deferred stock units were acquired at $86.21, increasing the deferred stock unit balance to 17,436 units.
On January 2, 2026, the director acquired an additional 541 deferred stock units at $80.945, bringing the deferred stock unit total to 17,977. These units mirror one share of common stock each and are payable in shares after the director’s service ends, under the company’s deferred compensation and non‑employee director equity compensation plans.
National Fuel Gas Company filed a prospectus supplement to its existing shelf registration to register for resale up to 4,402,513 shares of its common stock. These shares may be sold by the selling stockholders named in the prospectus supplement, who originally acquired the stock in a private placement financing described in a prior filing made on December 15, 2025. The prospectus supplement relates to the company’s Form S-3 shelf registration statement that became effective after being filed on August 11, 2023.
Along with the prospectus supplement, the company is filing a legal opinion from its counsel, Lowenstein Sandler LLP, covering the validity of the common stock being registered, which is included as Exhibit 5.1, together with a related consent in Exhibit 23.1 and an Inline XBRL cover page data file as Exhibit 104.
National Fuel Gas Company entered into a common stock subscription agreement for a private placement of 4,402,513 shares, expected to raise $350 million in gross proceeds at a purchase price of $79.50 per share.
The company plans to use the net proceeds for general corporate purposes, including financing a portion of the purchase price for its previously announced acquisition of CenterPoint Energy Resources Corp.’s Ohio regulated gas utility business. The offering is expected to close on December 17, 2025, and the investors will receive registration rights requiring National Fuel Gas Company to file a resale registration statement or prospectus supplement with the SEC within 15 days after closing.
National Fuel Gas Company updated executive compensation by granting new long-term equity awards and revising its annual incentive plan. On December 4, 2025, the Compensation Committee awarded performance shares tied to relative total shareholder return and restricted stock units to key executives, including CEO D. P. Bauer, CFO T. J. Silverstein, and executive J. I. Loweth, under the 2010 Equity Compensation Plan.
The Board also amended and renamed the 2012 annual bonus plan as the Annual Incentive Plan, increasing the maximum award to the greater of twice base salary or twice target percentage and broadening allowable performance goals, including strategic objectives. For fiscal 2026, executives’ cash incentives will be based on EBITDA measures, cost and efficiency metrics, safety, customer service, and qualitative strategic performance.
To transition from a prior two-year averaging design for earnings-related goals to a single-year approach, the Compensation Committee approved additional one-time cash payments, including $291,544 for Mr. Bauer, $85,243 for Mr. Silverstein, and $130,366 for Mr. Loweth, to be paid with fiscal 2025 incentives.
National Fuel Gas Co. reported insider equity activity by its Treasurer & CFO. On December 5, 2025, 1,371 restricted stock units converted into common stock, and on December 6, 2025, another 1,409 units vested, each on a one-for-one basis. To cover taxes on these vestings, 700 shares on December 5 and 720 shares on December 6 were withheld and cancelled at a price of $82.28 per share; these are reported as dispositions but were not sold into the market.
After these transactions, the officer directly owned 8,071 shares of National Fuel Gas common stock and had an additional 4,852 shares held indirectly through a 401(k) stock fund, which is based on the fund balance divided by the closing stock price as of December 5, 2025.
National Fuel Gas Company’s Controller and Chief Accounting Officer reported routine equity award activity and related tax withholding. On December 5, 2025, 359 restricted stock units converted into common stock, and 184 shares were withheld and cancelled to cover taxes at a price of $82.28 per share. On December 6, 2025, another 421 restricted stock units converted, with 215 shares withheld and cancelled for taxes at the same price.
After these transactions, the officer directly held 13,285 shares of common stock and had an additional 7,407 shares reported as indirectly owned through a 401(k) trust. The restricted stock units converted into common stock on a one-for-one basis and were granted under prior awards vesting over multiple years.
National Fuel Gas Company officer reports routine stock vesting and tax withholdings. The President of Seneca Resources exercised restricted stock units into common stock on December 5, 2025 and December 6, 2025, converting 4,087 and 4,955 units, respectively, on a one-for-one basis. In connection with these vestings, 1,609 shares on December 5 and 1,950 shares on December 6 were withheld and cancelled for taxes at a price of $82.28 per share; these are reported as dispositions but were not sold into the market.
After these transactions, the officer directly owned 75,069 shares of National Fuel Gas common stock, along with indirect holdings through a 401(k) trust and family accounts. The filing also shows continuing ownership of restricted stock units that will vest in future years based on prior grants.
National Fuel Gas Company’s Chief Information Officer reported routine equity compensation activity. On December 5, 2025, 712 restricted stock units vested and converted into 712 shares of common stock, which were then exchanged for 712 deferred stock units under the company’s deferred compensation plan. On December 6, 2025, 851 restricted stock units vested and converted into 851 shares of common stock, which were likewise exchanged for 851 deferred stock units.
After these transactions, the officer directly held 4,083 shares of common stock and indirectly held 62 units in the NFG stock fund within a 401(k) plan, which represents an interest in a mix of National Fuel Gas common stock and cash as of December 5, 2025. The filing reflects tax and timing elections on previously granted awards rather than open-market buying or selling.