NATIONAL FUEL GAS CO 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On January 2, 2024, the Company issued a total of 8,650 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 865 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, 2024. The Company issued an additional 654 unregistered shares in the aggregate on January 12, 2024 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 (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under Share Repurchase Plans or Programs (b) Jan. 1 - 31, 2024 15,968 $49.86 — 6,971,019 Feb. 1 - 29, 2024 15,620 $47.68 — 6,971,019 Mar. 1 - 31, 2024 110,455 $51.91 96,133 $195,000,278 Total 142,043 $51.24 96,133 (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, (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, and (iii) shares of common stock of the Company purchased on the open market pursuant to the Company's share repurchase program. Of the 45,910 shares purchased other than through a publicly announced share repurchase program, 45,578 were purchased for the Company's 401(k) plans and 332 were purchased as a result of shares tendered to the Company by holders of stock-based compensation awards. (b) On March 8, 2024, the Company’s Board of Directors authorized the repurchase of up to $200 million of shares of the Company’s common stock. Repurchases may be made from time to time in the open market or through privately negotiated transactions, including through the use of trading plans intended to qualify under SEC Rule 10b5-1, in accordance with applicable securities laws and other restrictions. The repurchase program has no expiration date. In connection with its authorization of the repurchase program, the Board terminated the Company's prior repurchase program, under which 6,971,019 shares had remained available for purchase.