NATIONAL FUEL GAS CO 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On January 3, 2023, the Company issued a total of 7,100 unregistered shares of Company common stock to non-employee directors of the Company then serving on the Board of Directors of the Company (or, in the case of non-employee directors who elected to defer receipt of such shares pursuant to the Company's Deferred Compensation Plan for Directors and Officers (the “DCP”), to the DCP trustee), consisting of 710 shares per director. All of these unregistered shares were issued under the Company’s 2009 Non-Employee Director Equity Compensation Plan as partial consideration for such directors’ services during the quarter ended March 31, 2023. The Company issued an additional 350 unregistered shares in the aggregate 49 Table of Contents on January 13, 2023 pursuant to the dividend reinvestment feature of the DCP, to the six non-employee directors who participate in the DCP. These transactions were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as transactions not involving a public offering. Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (a) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Share Repurchase Plans or Programs Maximum Number of Shares That May Yet Be Purchased Under Share Repurchase Plans or Programs (b) Jan. 1 - 31, 2023 11,873 $60.87 — 6,971,019 Feb. 1 - 28, 2023 11,599 $57.53 — 6,971,019 Mar 1 - 31, 2023 11,888 $55.68 — 6,971,019 Total 35,360 $58.03 — 6,971,019 (a) Represents (i) shares of common stock of the Company purchased with Company “matching contributions” for the accounts of participants in the Company’s 401(k) plans, and (ii) shares of common stock of the Company, if any, tendered to the Company by holders of stock-based compensation awards for the payment of applicable withholding taxes. During the quarter ended March 31, 2023, the Company did not purchase any shares of its common stock pursuant to its publicly announced share repurchase program. All of the 35,360 shares purchased other than through a publicly announced share repurchase program were purchased for the Company's 401(k) plans. (b) In September 2008, the Company’s Board of Directors authorized the repurchase of eight million shares of the Company’s common stock. The Company has not repurchased any shares since September 17, 2008. The repurchase program has no expiration date and management would discuss with the Company's Board of Directors any future repurchases under this program. Item 6. Exhibits Exhibit Number Description of Exhibit 10.1 Retirement and Consulting Services Agreement, dated as of March 9, 2023, between National Fuel Gas Distribution Corporation and Karen M. Camiolo. 31.1 Written statements of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act. 31.2 Written statements of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act. 32•• Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99 National Fuel Gas Company Consolidated Statements of Income for the Twelve Months Ended March 31, 2023 and 2022. 101 Interactive data files submitted pursuant to Regulation S-T, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Income and Earnings Reinvested in the Business for the six months ended March 31, 2023 and 2022, (ii) the Consolidated Statements of Comprehensive Income for the six months ended March 31, 2023 and 2022, (iii) the Consolidated Balance Sheets at March 31, 2023 and September 30, 2022, (iv) the Consolidated Statements of Cash Flows for the six months ended March 31, 2023 and 2022 and (v) the Notes to Condensed Consolidated Financial Statements. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) •• In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the material contained in Exhibit 32 is “furnished” and not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except to the extent that the Registrant specifically incorporates it by reference. 50 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NATIONAL FUEL GAS COMPANY (Registrant) /s/ T. J. Silverstein T. J. Silverstein Treasurer and Principal Financial Officer /s/ E. G. Mendel E. G. Mendel Controller and Principal Accounting Officer Date: May 4, 2023 51