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National Fuel Gas (NFG) officer details RSU vesting, tax-related share cancellations

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Insider Loweth Justin I
Role Pres - Seneca Resources
Type Security Shares Price Value
Exercise Restricted Stock Units 4,955 $0.00 --
Exercise Common Stock 4,955 $0.00 --
Tax Withholding Common Stock 1,950 $82.28 $160K
Exercise Restricted Stock Units 4,087 $0.00 --
Exercise Common Stock 4,087 $0.00 --
Tax Withholding Common Stock 1,609 $82.28 $132K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 4,955 shares (Direct); Common Stock — 77,019 shares (Direct); Common Stock — 11,228 shares (Indirect, 401K Trust)
Footnotes (1)
  1. Restricted stock units convert into common stock on a one-for-one basis. On December 5, 2025, the reporting person had 1,609 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. On December 6, 2025, the reporting person had 1,950 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. 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 5, 2025, as reported by the plan administrator, divided by the closing price of NFG common stock on that date. On December 5, 2024, the reporting person was granted 12,262 restricted stock units, vesting as follows: 4,087 on December 5, 2025, 4,087 on December 5, 2026, and 4,088 on December 5, 2027. On December 6, 2023, the reporting person was granted 14,864 restricted stock units, vesting as follows: 4,954 on December 6, 2024, 4,955 on December 6, 2025, and 4,955 on December 6, 2026.
Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
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*
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)
12/05/2025
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 12/05/2025 M 4,087 A (1) 73,673 D
Common Stock 12/05/2025 F 1,609(2) D $82.28 72,064 D
Common Stock 12/06/2025 M 4,955 A (1) 77,019 D
Common Stock 12/06/2025 F 1,950(3) D $82.28 75,069 D
Common Stock 11,228(4) 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 (1) 12/05/2025 M 4,087 (5) (5) Common Stock 4,087 $0.00 8,175 D
Restricted Stock Units (1) 12/06/2025 M 4,955 (6) (6) Common Stock 4,955 $0.00 4,955 D
Explanation of Responses:
1. Restricted stock units convert into common stock on a one-for-one basis.
2. On December 5, 2025, the reporting person had 1,609 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. On December 6, 2025, the reporting person had 1,950 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.
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 5, 2025, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.
5. On December 5, 2024, the reporting person was granted 12,262 restricted stock units, vesting as follows: 4,087 on December 5, 2025, 4,087 on December 5, 2026, and 4,088 on December 5, 2027.
6. On December 6, 2023, the reporting person was granted 14,864 restricted stock units, vesting as follows: 4,954 on December 6, 2024, 4,955 on December 6, 2025, and 4,955 on December 6, 2026.
Remarks:
J. P. Baetzhold, Attorney in Fact 12/09/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did the National Fuel Gas (NFG) executive report in this Form 4?

The President of Seneca Resources reported the vesting of 4,087 restricted stock units on December 5, 2025 and 4,955 units on December 6, 2025, which converted into an equal number of National Fuel Gas common shares.

Were any National Fuel Gas (NFG) shares sold into the market in this filing?

No market sales were reported. The filing shows 1,609 and 1,950 shares as dispositions with Transaction Code "F" at $82.28 per share, reflecting shares withheld and cancelled to cover taxes related to restricted stock unit vesting, not open-market sales.

How many National Fuel Gas (NFG) shares does the reporting person own after these transactions?

Following the reported transactions, the officer directly owned 75,069 shares of National Fuel Gas common stock, plus additional indirect holdings through a 401(k) trust and family accounts.

What derivative securities are disclosed for the National Fuel Gas (NFG) officer?

The filing lists restricted stock units that convert to National Fuel Gas common stock on a one-for-one basis. After exercising units on December 5 and 6, 2025, the officer continued to hold restricted stock units shown as 8,175 and 4,955 units in Table II.

Why are some National Fuel Gas (NFG) shares shown as indirect ownership?

Indirect holdings include 11,228 equivalent shares through an NFG stock fund in a 401(k) plan, as well as 225 shares held by the officer's spouse, 300 by a son, and 200 by a daughter.

How is the 401(k) position in National Fuel Gas (NFG) stock calculated?

The NFG 401(k) stock fund is measured in units representing a mix of NFG common stock and cash. The reported 11,228 figure is the dollar value of the officer's balance as of December 5, 2025, divided by the NFG closing stock price on that date.