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 operating results, capital structure, and governance for a New York Stock Exchange-listed common stock issuer with integrated natural gas operations across upstream and gathering, pipeline and storage, and utility segments. Form 8-K reports furnish earnings press releases, non-GAAP financial measures, material agreements, and other event disclosures.
Recent filings also cover an amended and restated unsecured revolving credit facility, resale registration for common stock issued in a private placement, annual proxy matters, director elections, executive-compensation advisory votes, auditor ratification, and stockholder voting results.
National Fuel Gas Company filed a current report to document the offering and sale of three new senior note issuances under its existing shelf registration on Form S-3. The company issued $500,000,000 of 4.75% notes due 2029, $500,000,000 of 5.05% notes due 2031, and $500,000,000 of 5.50% notes due 2036.
The filing primarily furnishes the underwriting agreement with a syndicate led by TD Securities (USA) LLC, Wells Fargo Securities, LLC, BofA Securities, Inc., and J.P. Morgan Securities LLC, along with an officer’s certificate establishing the note terms, the forms of each series of notes, and related legal opinions and consents.
National Fuel Gas Company is offering $500,000,000 of 4.75% notes due 2029, $500,000,000 of 5.05% notes due 2031 and $500,000,000 of 5.50% notes due 2036, an aggregate offering of $1,500,000,000. The notes are unsecured, issued in book-entry form and bear semi-annual interest with initial interest payments in October or November 2026.
Proceeds are intended to fund a portion of the CenterPoint Acquisition (purchase price $2,620,000,000) and for general corporate purposes, including repurchase/ redemption of certain 2026 notes. The notes are subject to optional redemption, a special mandatory redemption if the acquisition is not consummated by the Outside Date, and interest-rate adjustments tied to credit ratings.
National Fuel Gas Company plans to redeem its outstanding debt. The company exercised its optional redemption rights for the entire $300,000,000 aggregate principal amount of its 5.50% Notes due October 2026, subject to certain conditions.
The Bank of New York Mellon, as trustee, has issued a conditional redemption notice, and the notes are scheduled to be redeemed on June 11, 2026 at a price calculated under the governing indenture and related officer’s certificate. The disclosure clarifies this notice is not itself a formal redemption notice to noteholders.
National Fuel Gas Company is offering multiple series of unsecured notes to help finance its pending acquisition of Vectren Energy Delivery of Ohio (the “CenterPoint Acquisition”). The proceeds are intended to fund a portion of the $2,620,000,000 purchase price and for general corporate purposes, including repayment of outstanding 2026 notes.
The notes include embedded features: an interest rate adjustment tied to credit ratings, a change of control repurchase right, and a special mandatory redemption if the CenterPoint Acquisition is not completed by the Outside Date. The notes will be unsecured, issued in book-entry form, and constitute new series with no established trading market.
National Fuel Gas Company is moving forward with its planned acquisition of Vectren Energy Delivery of Ohio, an Ohio natural gas utility business, for $2.62 billion under a Securities Purchase Agreement with CenterPoint Energy Resources Corp. The deal includes $1.42 billion in cash at closing and a $1.2 billion 364‑day seller promissory note. CenterPoint Ohio reported 2025 utility revenues of $268 million and net income of $68 million, with total assets of $2.50 billion as of December 31, 2025. Unaudited March 31, 2026 results show quarterly utility revenues of $97 million and net income of $25 million. The filing also provides unaudited pro forma condensed combined financial statements reflecting the planned acquisition and related financings, including a previously completed $350 million common stock private placement and planned $1.5 billion of senior unsecured notes plus a $1.2 billion seller note facility, all subject to customary closing conditions and regulatory approvals such as review by the Public Utilities Commission of Ohio.
National Fuel Gas Company reported significantly stronger results for the quarter and six months ended March 31, 2026, driven by higher utility and upstream revenues and the absence of prior-year impairments. Total revenues reached $858.4 million for the quarter and $1.51 billion for the six-month period, both higher than a year earlier.
Net income available for common stock rose to $247.7 million for the quarter and $429.3 million year-to-date, with diluted EPS of $2.59 and $4.58, respectively. Operating cash flow of $657.3 million comfortably covered capital expenditures of $498.3 million, while long-term debt (including current portion) declined to $2.38 billion.
The company is positioning for growth through a pending acquisition of CenterPoint Ohio for $2.62 billion, funded by $1.42 billion in cash and a $1.2 billion 6.5% promissory note, plus a recent $338.4 million equity raise. It is also advancing several FERC-regulated pipeline projects and benefiting from multi-year rate plans in New York and active rate and infrastructure mechanisms in Pennsylvania.
National Fuel Gas Co ownership disclosure: Vanguard Capital Management reports beneficial ownership of 4,954,347 shares of Common Stock, representing 5.21% of the class as reported. The filing states Vanguard has sole voting power over 707,384 shares and sole dispositive power over 4,954,347 shares, and that these holdings include shares held for Vanguard funds and managed accounts.
National Fuel Gas Company reported higher earnings for its fiscal 2026 second quarter, while modestly trimming full-year guidance. GAAP net income was $247.7 million, or $2.59 per diluted share, up from $216.4 million, or $2.37 per share, a year earlier. Adjusted EPS rose to $2.71, a 13% increase. Operating cash flow reached $657 million with year-to-date free cash flow of $160 million, up $111 million. Integrated Upstream and Gathering adjusted EPS was $1.67, up 21%, helped by a 17% rise in realized natural gas prices to $3.45 per Mcf, despite 3% lower production. The Utility segment generated net income of $65 million, up 3%, as rate increases and system modernization boosted revenue. The company revised its fiscal 2026 adjusted EPS outlook to $7.45–$7.75 per share, with a midpoint of $7.60, reflecting updated natural gas price assumptions and minor production delays, while keeping capital spending plans unchanged and highlighting pipeline expansions and a planned Ohio utility acquisition.
National Fuel Gas Company furnished an updated investor presentation outlining strategic, financial, and regulatory progress across its integrated natural gas businesses. The company highlights a pending acquisition of CenterPoint’s Ohio gas utility business for $2.62 billion, about 1.6x an expected 2026 rate base of $1.6 billion, to expand regulated scale and rebalance its business mix.
The presentation reiterates more than 10% adjusted EPS growth targeted from fiscal 2024 to 2027 and fiscal 2026 adjusted EPS guidance of $7.45–$7.75 at a $3.00 NYMEX gas price, a 10% increase from fiscal 2025. Fiscal 2026 consolidated capital spending is guided to $955–$1,065 million, supporting upstream, pipeline, storage, and utility modernization projects.
Management emphasizes improved capital efficiency in the Integrated Upstream & Gathering segment, with production up 16% and capital down 15% between fiscal 2023 and expected fiscal 2026, while expanding firm transportation commitments toward about 1,500 MDth/d by 2030. The company also underscores its long record of shareholder returns, including 123 consecutive years of dividend payments and 55 consecutive years of dividend increases, and details ongoing rate case activity and non‑GAAP measures used to evaluate operating performance and liquidity.
National Fuel Gas Co ownership disclosure: Vanguard Portfolio Management reports beneficial ownership of 7,834,862 shares of Common Stock, representing 8.24% as of 03/31/2026. The filing states Vanguard Portfolio Management exercises sole dispositive power over these shares and holds sole voting power for 11,433 shares.
The filing is a Schedule 13G passive ownership disclosure signed on 04/29/2026 and explains holdings include securities held for Vanguard funds and managed accounts.