Item 5. Other Information
Item 5. Other Information
Trading Arrangements
During the quarter ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated any “Rule 10b5–1 trading arrangement” or any “non-Rule 10b5–1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
Credit Agreement Extension
On February 7, 2024, in response to the Company's request to extend the maturity date of the Credit Agreement, certain lenders under the Credit Agreement consented to the Company's request (the “Extension”). The Extension modified the stated maturity date of the Credit Agreement, with such Extension applicable for the lenders approving the Extension, from February 26, 2027 to February 25, 2028. After giving effect to the Extension, the Company has aggregate commitments available under the Credit Agreement of $1.0 billion before February 26, 2027, and $940 million in aggregate commitments available on and after February 26, 2027 to February 25, 2028.
Item 6. Exhibits
Exhibit
Number
Description of Exhibit
10.1 Form of Award Notice for Return on Capital Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan
10.2 Form of Award Notice for Total Shareholder Return Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan
10.3 Form of Award Notice for ESG Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan
10.4 Form of Award Notice for Retention Grant Return on Capital Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan
42
Table of Content
Exhibit
Number
Description of Exhibit
10.5 Form of Award Notice for Retention Grant Total Shareholder Return Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan
10.6 Administrative Rules of the Compensation Committee of the Board of Directors of National Fuel Gas Company, as amended and restated effected December 1, 2023
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 December 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 three months ended December 31, 2023 and 2022, (ii) the Consolidated Statements of Comprehensive Income for the three months ended December 31, 2023 and 2022, (iii) the Consolidated Balance Sheets at December 31, 2023 and September 30, 2023, (iv) the Consolidated Statements of Cash Flows for the three months ended December 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.
43
Table of Content
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: February 8, 2024
44