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Item 1. Financial Statements

2025-07-31 compared with 2025-05-01 · 162 added, 149 removed, 661 unchanged (32% of the section changed)

4 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

(Thousands of U.S.

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301,578 468,882 1,177,568 1,166,448

Operating Income 317,252 250,623 403,443 457,735

Operating Income (Loss) 230,252 ( 51,440 ) 633,694 406,294

Other Income (Expense):

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Other Interest Expense ( 3,556 ) ( 1,341 ) ( 13,033 ) ( 14,250 )

Income Before Income Taxes 287,727 221,604 343,895 397,711

Income Tax Expense 71,369 55,332 82,551 98,419

Net Income Available for Common Stock 216,358 166,272 261,344 299,292

Income (Loss) Before Income Taxes 200,897 ( 82,469 ) 544,791 315,242

Income Tax Expense (Benefit) 51,079 ( 28,311 ) 133,629 70,108

Net Income (Loss) Available for Common Stock 149,818 ( 54,158 ) 411,162 245,134

EARNINGS REINVESTED IN THE BUSINESS

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Dividends on Common Stock ( 48,340 ) ( 47,195 ) ( 141,566 ) ( 138,354 )

Balance at March 31 $ 1,855,366 $ 2,090,172 $ 1,855,366 $ 2,090,172

Earnings Per Common Share:

Net Income Available for Common Stock $ 2.39 $ 1.81 $ 2.88 $ 3.25

Net Income Available for Common Stock $ 2.37 $ 1.80 $ 2.86 $ 3.24

Balance at June 30 $ 1,953,533 $ 1,970,384 $ 1,953,533 $ 1,970,384

Earnings (Loss) Per Common Share:

Net Income (Loss) Available for Common Stock $ 1.66 $ ( 0.59 ) $ 4.54 $ 2.67

Net Income (Loss) Available for Common Stock $ 1.64 $ ( 0.59 ) $ 4.51 $ 2.65

Weighted Average Common Shares Outstanding:

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Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

(Thousands of U.S.

Dollars) 2025 2024 2025 2024

Net Income Available for Common Stock $ 216,358 $ 166,272 $ 261,344 $ 299,292

Net Income (Loss) Available for Common Stock $ 149,818 $ ( 54,158 ) $ 411,162 $ 245,134

Other Comprehensive Income (Loss), Before Tax:

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( 608 ) ( 20,906 ) ( 6,352 ) ( 43,064 )

Income Taxes – Net ( 54,064 ) 3,057 ( 76,407 ) 50,074

Income Taxes (Benefits) – Net 39,462 ( 26,992 ) ( 36,945 ) 23,082

Other Comprehensive Income (Loss) 107,168 ( 70,290 ) ( 100,331 ) 60,110

Comprehensive Income $ 69,536 $ 174,231 $ 53,845 $ 429,692

Comprehensive Income (Loss) $ 256,986 $ ( 124,448 ) $ 310,831 $ 305,244

See Notes to Condensed Consolidated Financial Statements

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Cash and Temporary Cash Investments 39,317 38,222

Cash Held in Trust for Bondholders 51,352 —

Receivables – Net of Allowance for Uncollectible Accounts of $ 23,732 and $ 26,194 , Respectively

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Total Assets $ 8,446,160 $ 8,319,770

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See Notes to Condensed Consolidated Financial Statements

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National Fuel Gas Company

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Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

(Thousands of U.S.

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Net Repurchases of Common Stock Under Stock and Benefit Plans ( 4,134 ) ( 3,916 )

Net Cash Provided by (Used in) Financing Activities 4,593 ( 107,792 )

Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash 53,084 ( 4,678 )

Cash, Cash Equivalents, and Restricted Cash at October 1 38,222 55,447

Cash, Cash Equivalents, and Restricted Cash at March 31 $ 91,306 $ 50,769

Net Cash Used in Financing Activities ( 243,217 ) ( 156,477 )

Net Increase in Cash and Cash Equivalents 1,095 25,967

Cash and Cash Equivalents at October 1 38,222 55,447

Cash and Cash Equivalents at June 30 $ 39,317 $ 81,414

Supplemental Disclosure of Cash Flow Information

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The consolidated financial statements for the year ended September 30, 2025 will be audited by the Company's independent registered public accounting firm after the end of the fiscal year.

The earnings for the six months ended March 31, 2025 should not be taken as a prediction of earnings for the entire fiscal year ending September 30, 2025.

The earnings for the nine months ended June 30, 2025 should not be taken as a prediction of earnings for the entire fiscal year ending September 30, 2025.

Most of the business of the Utility segment is seasonal in nature and is influenced by weather conditions.

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Consolidated Statements of Cash Flows.

The components, as reported on the Company's Consolidated Balance Sheets, of the total cash, cash equivalents, and restricted cash presented on the Statement of Cash Flows are as follows (in thousands):

Six Months Ended

March 31, 2025 Six Months Ended

March 31, 2024

March 31, 2025 Balance at October 1, 2024 Balance at

March 31, 2024 Balance at October 1, 2023

Cash and Temporary Cash Investments $ 39,954 $ 38,222 $ 50,769 $ 55,447

Cash Held in Trust for Bondholders 51,352 — — —

Cash, Cash Equivalents, and Restricted Cash $ 91,306 $ 38,222 $ 50,769 $ 55,447

The Company considers all highly liquid debt instruments purchased with a maturity date of generally three months or less to be cash equivalents.

Cash Held in Trust for Bondholders is the only restricted cash recorded on the Consolidated Balance Sheet and the nature of the restrictions is discussed below in Note 6 – Capitalization under the caption "Long-Term Debt."

The Statement of Cash Flows for the nine months ended June 30, 2025 and nine months ended June 30, 2024 reconciles the net increase in cash and cash equivalents, which consists solely of cash and temporary cash investments for the periods presented.

The Company did not have any restricted cash at June 30, 2025, October 1, 2024, June 30, 2024 or October 1, 2023.

The Company considers all highly liquid debt instruments purchased with a maturity date of generally three months or less to be equivalents.

Allowance for Uncollectible Accounts.

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Starting in the quarter ended March 31, 2025, account balances are being written-off against the allowance approximately three months after the account is final billed or when it is anticipated that the receivable will not be recovered.

This change in policy resulted in a one-time cumulative adjustment to the allowance.

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Activity in the allowance for uncollectible accounts for the six months ended March 31, 2025 and 2024 are as follows (in thousands):

This change in policy was initiated to better match the timing of write-offs with the recovery of uncollectible expense in rates and resulted in a one-time cumulative adjustment to the allowance during the quarter ended March 31, 2025.

Activity in the allowance for uncollectible accounts for the nine months ended June 30, 2025 and 2024 are as follows (in thousands):

Balance at Beginning of Period Additions Charged to Costs and Expenses Discounts on Purchased Receivables Net Accounts Receivable Written-Off Balance at End of Period

Six Months Ended March 31, 2025

Nine Months Ended June 30, 2025

Allowance for Uncollectible Accounts $ 26,194 $ 17,758 $ 807 $ ( 21,027 ) $ 23,732

Six Months Ended March 31, 2024

Nine Months Ended June 30, 2024

Allowance for Uncollectible Accounts $ 36,295 $ 11,774 $ 698 $ ( 16,145 ) $ 32,622

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Gas Stored Underground.

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Gas stored underground normally declines during the first and second quarters of the year as storage quantities are withdrawn and increases in the third and fourth quarters as storage quantities are replenished.

In the Utility segment, the current cost of replacing gas withdrawn from storage is recorded in the Consolidated Statements of Income and a reserve for gas replacement is recorded in the Consolidated Balance Sheets under the caption “Other Accruals and Current Liabilities.” Such reserve, which amounted to $ 27.6 million at March 31, 2025, is reduced to zero by September 30 of each year as the inventory is replenished.

In the Utility segment, the current cost of replacing gas withdrawn from storage is recorded in the Consolidated Statements of Income and a reserve for gas replacement is recorded in the Consolidated Balance Sheets under the caption “Other Accruals and Current Liabilities.” Such reserve, which amounted to $ 12.7 million at June 30, 2025, is reduced to zero by September 30 of each year as the inventory is replenished.

Property, Plant and Equipment.

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The Company does not recognize any gain or loss on the sale or other disposition of properties unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves attributable to a cost center.

The Company's capitalized costs relating to exploration and production activities, net of accumulated depreciation, depletion and amortization, were $ 2.3 billion at both March 31, 2025 and September 30, 2024.

The Company's capitalized costs relating to exploration and production activities, net of accumulated depreciation, depletion and amortization, were $ 2.32 billion and $ 2.28 billion at June 30, 2025 and September 30, 2024, respectively.

Capitalized costs include costs related to unproved properties, which are excluded from amortization until proved reserves are found or it is determined that the unproved properties are impaired.

Such costs amounted to $ 121.4 million and $ 201.0 million at March 31, 2025 and September 30, 2024, respectively.

Such costs amounted to $ 132.6 million and $ 201.0 million at June 30, 2025 and September 30, 2024, respectively.

All costs related to unproved properties are reviewed quarterly to determine if impairment has occurred.

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If capitalized costs, net of accumulated depreciation, depletion and amortization and related deferred income taxes, exceed the ceiling at the end of any quarter, a permanent non-cash impairment is required to be charged to earnings in that quarter.

At March 31, 2025, the ceiling exceeded the book value of the exploration and production properties by approximately $ 395.5 million.

At June 30, 2025, the ceiling exceeded the book value of the exploration and production properties by approximately $ 798.8 million.

The book value of the exploration and production properties exceeded the ceiling at December 31, 2024.

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A deferred income tax benefit of $ 29.2 million related to the non-cash impairment charge was also recognized for the quarter ended December 31, 2024.

The estimated future net cash flows were increased by $ 462.4 million for hedging under the ceiling test at March 31, 2025.

The estimated future net cash flows were increased by $ 338.6 million for hedging under the ceiling test at June 30, 2025.

The Exploration and Production segment also has items of property, plant and equipment that are accounted for outside of the provisions of the full cost method of accounting.

As discussed in Note 3 – Fair Value Measurements, an impairment charge related to certain water disposal assets was recorded at December 31, 2024.

The principal assets of the Utility, Pipeline and Storage and Gathering segments, consisting primarily of gas distribution pipelines, transmission pipelines, storage facilities, gathering lines and compressor stations, are recorded at

There were no indications of any impairments to property, plant and equipment in the Utility, Pipeline and Storage and Gathering segments at June 30, 2025.

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historical cost.

There were no indications of any impairments to property, plant and equipment in the Utility, Pipeline and Storage and Gathering segments at March 31, 2025.

Accumulated Other Comprehensive Income (Loss).

The components of Accumulated Other Comprehensive Income (Loss) and changes for the six months ended March 31, 2025 and 2024, net of related tax effect, are as follows (amounts in parentheses indicate debits) (in thousands):

The components of Accumulated Other Comprehensive Income (Loss) and changes for the nine months ended June 30, 2025 and 2024, net of related tax effect, are as follows (amounts in parentheses indicate debits) (in thousands):

Gains and Losses on Derivative Financial Instruments Funded Status of the Pension and Other Post-Retirement Benefit Plans Total

Three Months Ended March 31, 2025

Balance at January 1, 2025 $ ( 4,878 ) $ ( 71,275 ) $ ( 76,153 )

Three Months Ended June 30, 2025

Balance at April 1, 2025 $ ( 151,700 ) $ ( 71,275 ) $ ( 222,975 )

Other Comprehensive Gains and Losses Before Reclassifications

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Amounts Reclassified From Other Comprehensive Loss ( 1,650 ) — ( 1,650 )

Balance at March 31, 2025 $ ( 151,700 ) $ ( 71,275 ) $ ( 222,975 )

Six Months Ended March 31, 2025

Balance at June 30, 2025 $ ( 44,532 ) $ ( 71,275 ) $ ( 115,807 )

Nine Months Ended June 30, 2025

Balance at October 1, 2024 $ 55,799 $ ( 71,275 ) $ ( 15,476 )

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Amounts Reclassified From Other Comprehensive Loss ( 17,249 ) — ( 17,249 )

Balance at March 31, 2025 $ ( 151,700 ) $ ( 71,275 ) $ ( 222,975 )

Three Months Ended March 31, 2024

Balance at January 1, 2024 $ 127,064 $ ( 59,683 ) $ 67,381

Balance at June 30, 2025 $ ( 44,532 ) $ ( 71,275 ) $ ( 115,807 )

Three Months Ended June 30, 2024

Balance at April 1, 2024 $ 135,023 $ ( 59,683 ) $ 75,340

Other Comprehensive Gains and Losses Before Reclassifications

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Amounts Reclassified From Other Comprehensive Income ( 54,440 ) — ( 54,440 )

Balance at March 31, 2024 $ 135,023 $ ( 59,683 ) $ 75,340

Six Months Ended March 31, 2024

Balance at June 30, 2024 $ 64,733 $ ( 59,683 ) $ 5,050

Nine Months Ended June 30, 2024

Balance at October 1, 2023 $ 4,623 $ ( 59,683 ) $ ( 55,060 )

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Amounts Reclassified From Other Comprehensive Income ( 112,139 ) — ( 112,139 )

Balance at March 31, 2024 $ 135,023 $ ( 59,683 ) $ 75,340

Balance at June 30, 2024 $ 64,733 $ ( 59,683 ) $ 5,050

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Reclassifications Out of Accumulated Other Comprehensive Income (Loss).

The details about the reclassification adjustments out of accumulated other comprehensive income (loss) for the six months ended March 31, 2025 and 2024 are as follows (amounts in parentheses indicate debits to the income statement) (in thousands):

The details about the reclassification adjustments out of accumulated other comprehensive income (loss) for the nine months ended June 30, 2025 and 2024 are as follows (amounts in parentheses indicate debits to the income statement) (in thousands):

Details About Accumulated Other Comprehensive Income (Loss) Components Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) Affected Line Item in the Statement Where Net Income is Presented

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

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The components of the Company’s Other Current Assets are as follows (in thousands):

At March 31, 2025 At September 30, 2024

At June 30, 2025 At September 30, 2024

Prepayments $ 22,810 $ 18,463

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The components of the Company’s Other Accruals and Current Liabilities are as follows (in thousands):

At March 31, 2025 At September 30, 2024

At June 30, 2025 At September 30, 2024

Accrued Capital Expenditures $ 59,166 $ 47,344

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For purposes of determining earnings per common share, the potentially dilutive securities the Company had outstanding were restricted stock units and performance shares.

For the quarter and six months ended March 31, 2025, the diluted weighted average shares outstanding shown on the Consolidated Statements of Income reflects the potential dilution as a result of these securities as determined using the Treasury Stock Method.

For the quarter and nine months ended June 30, 2025, the diluted weighted average shares outstanding shown on the Consolidated Statements of Income reflects the potential dilution as a result of these securities as determined using the Treasury Stock Method.

Restricted stock units and performance shares that are antidilutive are excluded from the calculation of diluted earnings per common share.

There were 30 securities and 232 securities excluded

There were 1,126 securities and 1,097 securities excluded as being antidilutive for the quarter and nine months ended June 30, 2025, respectively.

There were 335 securities

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as being antidilutive for the quarters ended March 31, 2025 and March 31, 2024, respectively.

For both the six months ended March 31, 2025 and March 31, 2024, there were no securities excluded as being antidilutive.

excluded as being antidilutive for the nine months ended June 30, 2024.

As the Company recognized a net loss for the quarter ended June 30, 2024, in accordance with accounting guidance, all dilution associated with restricted stock units and performance shares in the amount of 567,681 shares, was excluded from the earnings per share calculation for the quarter ended June 30, 2024.

Share Repurchases.

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Stock-Based Compensation.

The Company granted 239,042 performance shares during the six months ended March 31, 2025.

The weighted average fair value of such performance shares was $ 55.43 per share for the six months ended March 31, 2025.

The Company granted 239,042 performance shares during the nine months ended June 30, 2025.

The weighted average fair value of such performance shares was $ 55.43 per share for the nine months ended June 30, 2025.

Performance shares are an award constituting units denominated in common stock of the Company, the number of which may be adjusted over a performance cycle based upon the extent to which performance goals have been satisfied.

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The performance shares do not entitle the participant to receive dividends during the vesting period.

The performance shares granted during the six months ended March 31, 2025 include awards that must meet a performance goal related to either relative total return on capital over a three-year performance cycle ("ROC Performance Shares"), methane intensity and greenhouse gas emissions reductions over a three-year performance cycle ("Emissions Performance Shares") or relative total shareholder return over a three-year performance cycle ("TSR Performance Shares").

The performance shares granted during the nine months ended June 30, 2025 include awards that must meet a performance goal related to either relative total return on capital over a three-year performance cycle ("ROC Performance Shares"), methane intensity and greenhouse gas emissions reductions over a three-year performance cycle ("Emissions Performance Shares") or relative total shareholder return over a three-year performance cycle ("TSR Performance Shares").

The performance goal related to the ROC Performance Shares over the three-year performance cycle is the Company’s total return on capital relative to the total return on capital of other companies in a group selected by the Compensation Committee (“Report Group”).

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This price is multiplied by the number of TSR Performance Shares awarded, the result of which is recorded as compensation expense over the vesting term of the award.

The Company granted 132,352 restricted stock units during the six months ended March 31, 2025.

The weighted average fair value of such restricted stock units was $ 58.64 per share for the six months ended March 31, 2025.

Restricted stock units represent the right to receive shares of common stock of the Company (or the equivalent value in cash or a combination of cash and shares of common stock of the Company, as determined by the Company) at the end of a specified

The Company granted 132,352 restricted stock units during the nine months ended June 30, 2025.

The weighted average fair value of such restricted stock units was $ 58.64 per share for the nine months ended June 30, 2025.

Restricted stock

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units represent the right to receive shares of common stock of the Company (or the equivalent value in cash or a combination of cash and shares of common stock of the Company, as determined by the Company) at the end of a specified time period.

These restricted stock units do not entitle the participant to receive dividends during the vesting period.

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Note 2 – Revenue from Contracts with Customers

The following tables provide a disaggregation of the Company's revenues for the quarter and six months ended March 31, 2025 and 2024, presented by type of service from each reportable segment.

Quarter Ended March 31, 2025 (Thousands)

The following tables provide a disaggregation of the Company's revenues for the quarter and nine months ended June 30, 2025 and 2024, presented by type of service from each reportable segment.

Quarter Ended June 30, 2025 (Thousands)

Revenues By Type of Service Exploration and Production Pipeline and Storage Gathering Utility All Other Corporate and Intersegment Eliminations Total Consolidated

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Total Revenues $ 303,883 $ 105,579 $ 67,873 $ 157,523 $ — $ ( 103,028 ) $ 531,830

Six Months Ended March 31, 2025 (Thousands)

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Nine Months Ended June 30, 2025 (Thousands)

Revenues By Type of Service Exploration and Production Pipeline and Storage Gathering Utility All Other Corporate and Intersegment Eliminations Total Consolidated

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Total Revenues $ 864,701 $ 321,765 $ 194,034 $ 729,724 $ — $ ( 298,962 ) $ 1,811,262

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Quarter Ended March 31, 2024 (Thousands)

Quarter Ended June 30, 2024 (Thousands)

Revenues By Type of Service Exploration and Production Pipeline and Storage Gathering Utility All Other Corporate and Intersegment Eliminations Total Consolidated

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Total Revenues $ 220,905 $ 105,419 $ 60,120 $ 124,944 $ — $ ( 93,946 ) $ 417,442

Six Months Ended March 31, 2024 (Thousands)

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Nine Months Ended June 30, 2024 (Thousands)

Revenues By Type of Service Exploration and Production Pipeline and Storage Gathering Utility All Other Corporate and Intersegment Eliminations Total Consolidated

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and $ 650.2 million thereafter.

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Note 3 – Fair Value Measurements

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The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

The following table sets forth, by level within the fair value hierarchy, the Company's financial assets and liabilities (as applicable) that were accounted for at fair value on a recurring basis as of March 31, 2025 and September 30, 2024.

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Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Recurring Fair Value Measures At fair value as of March 31, 2025

Recurring Fair Value Measures At fair value as of June 30, 2025

(Thousands of Dollars) Level 1 Level 2 Level 3 Netting

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Total Net Assets/(Liabilities) $ 56,822 $ ( 54,834 ) $ — $ — $ 1,988

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Recurring Fair Value Measures At fair value as of September 30, 2024

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The net asset or net liability for each counterparty is recorded as an asset or liability on the Company’s balance sheet.

The following table presents impairments of assets associated with certain nonrecurring fair value measurements within Level 3 of the fair value hierarchy as of March 31, 2025 and 2024 (in thousands):

Nonrecurring Fair Value Measures Six Months Ended March 31,

The following table presents impairments of assets associated with certain nonrecurring fair value measurements within Level 3 of the fair value hierarchy as of June 30, 2025 and 2024 (in thousands):

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Nonrecurring Fair Value Measures Nine Months Ended June 30,

Segment Date of Measurement Fair Value 2025 2024

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Derivative Financial Instruments

The derivative financial instruments reported in Level 2 at March 31, 2025 and September 30, 2024 include natural gas price swap agreements, natural gas no cost collars, and foreign currency contracts, all of which are used in the Company’s Exploration and Production segment.

The derivative financial instruments reported in Level 2 at June 30, 2025 and September 30, 2024 include natural gas price swap agreements, natural gas no cost collars, and foreign currency contracts, all of which are used in the Company’s Exploration and Production segment.

The fair value of the Level 2 price swap agreements and no cost collars is based on an internal cash flow model that uses observable inputs (i.e.

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The authoritative guidance for fair value measurements and disclosures require consideration of the impact of nonperformance risk (including credit risk) from a market participant perspective in the measurement of the fair value of assets and liabilities.

At March 31, 2025, the Company determined that nonperformance risk associated with the price swap agreements, no cost collars and foreign currency contracts would have no material impact on its financial position or results of operation.

At June 30, 2025, the Company determined that nonperformance risk associated with the price swap agreements, no cost collars and foreign currency contracts would have no material impact on its financial position or results of operation.

To assess nonperformance risk, the Company considered information such as any applicable collateral posted, master netting arrangements, and applied a market-based method by using the counterparty's (assuming the derivative is in a gain position) or the Company’s (assuming the derivative is in a loss position) credit default swaps rates.

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Derivative financial instruments reported in Level 2 at March 31, 2025 also includes the contingent consideration associated with the sale of the Exploration and Production segment's California assets on June 30, 2022.

Derivative financial instruments reported in Level 2 at June 30, 2025 also includes the contingent consideration associated with the sale of the Exploration and Production segment's California assets on June 30, 2022.

The terms of the purchase and sale agreement specified that the Company could receive up to three annual contingent payments between calendar year 2023 and calendar year 2025, not to exceed $ 10 million per year, with the amount of each annual payment calculated at $ 1.0 million for each $ 1 per barrel that the ICE Brent Average for each calendar year exceeds $ 95 per barrel up to $ 105 per barrel.

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The fair value of the contingent consideration was calculated using a Monte Carlo simulation model that uses observable inputs, including the ICE Brent closing price as of the valuation date, initial and max trigger price, volatility, risk-free rate, time of maturity and counterparty risk.

The fair value of this contingent consideration is estimated to be zero as of June 30, 2025.

Note 4 – Financial Instruments

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Based on these criteria, the fair market value of long-term debt, including current portion, was as follows (in thousands):

March 31, 2025 September 30, 2024

June 30, 2025 September 30, 2024

Amount Fair Value Carrying

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As such, the Company considers the debt to be Level 2.

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Any temporary cash investments, notes payable to banks and commercial paper are stated at cost.

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The components of the Company's Other Investments are as follows (in thousands):

At March 31, 2025 At September 30, 2024

At June 30, 2025 At September 30, 2024

Life Insurance Contracts $ 43,773 $ 44,808

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The duration of the Company’s cash flow hedges does not typically exceed 5 years while the foreign currency forward contracts do not exceed 6 years.

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On June 30, 2022, the Company completed the sale of Seneca’s California assets.

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Changes in the fair value of this contingent consideration are marked-to-market each reporting period, with changes in fair value recognized in Other Income (Deductions) on the Consolidated Statement of Income.

The fair value of this contingent consideration was estimated to be less than $ 0.1 million and $ 0.7 million at March 31, 2025 and September 30, 2024, respectively.

A $ 0.7 million mark-to-market adjustment to reduce the fair value of the contingent consideration was recorded during the six months ended March 31, 2025.

The Company has presented its net derivative assets and liabilities as “Fair Value of Derivative Financial Instruments” on its Consolidated Balance Sheets at March 31, 2025 and September 30, 2024.

The fair value of this contingent consideration was estimated to be zero and $ 0.7 million at June 30, 2025 and September 30, 2024, respectively.

A $ 0.7 million mark-to-market adjustment to reduce the fair value of the contingent consideration was recorded during the nine months ended June 30, 2025.

The Company has presented its net derivative assets and liabilities as “Fair Value of Derivative Financial Instruments” on its Consolidated Balance Sheets at June 30, 2025 and September 30, 2024.

Cash Flow Hedges

For derivative financial instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative is reported as a component of other comprehensive income (loss) and reclassified into earnings in the period or periods during which the hedged transaction affects earnings.

As of March 31, 2025, the Company had 422.6 Bcf of natural gas commodity derivative contracts (swaps and no cost collars) outstanding.

As of March 31, 2025, the Company was hedging a total of $ 50.4 million of forecasted transportation costs denominated in Canadian dollars with foreign currency forward contracts.

As of March 31, 2025, the Company had $ 151.7 million of net hedging losses after taxes included in the accumulated other comprehensive income (loss) balance.

As of June 30, 2025, the Company had 427.0 Bcf of natural gas commodity derivative contracts (swaps and no cost collars) outstanding.

As of June 30, 2025, the Company was hedging a total of $ 47.2 million of forecasted transportation costs denominated in Canadian dollars with foreign currency forward contracts.

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As of June 30, 2025, the Company had $ 44.5 million of net hedging losses after taxes included in the accumulated other comprehensive income (loss) balance.

Of this amount, it is expected that $ 15.7 million of unrealized losses after taxes will be reclassified into the Consolidated Statement of Income within the next 12 months as the underlying hedged transactions are recorded in earnings.

The Effect of Derivative Financial Instruments on the Statement of Financial Performance for the

Three Months Ended March 31, 2025 and 2024 (Thousands of Dollars)

Three Months Ended June 30, 2025 and 2024 (Thousands of Dollars)

Derivatives in Cash Flow Hedging Relationships Amount of Derivative Gain or (Loss) Recognized in Other Comprehensive Income (Loss) on

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Three Months Ended

March 31, Location of Derivative Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) on the Consolidated Balance Sheet into the Consolidated Statement of Income Amount of Derivative Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) on the Consolidated Balance Sheet into the Consolidated Statement of Income for the

June 30, Location of Derivative Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) on the Consolidated Balance Sheet into the Consolidated Statement of Income Amount of Derivative Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) on the Consolidated Balance Sheet into the Consolidated Statement of Income for the

Three Months Ended

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Total $ 148,888 $ ( 21,936 ) $ 2,258 $ 75,346

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The Effect of Derivative Financial Instruments on the Statement of Financial Performance for the

Six Months Ended March 31, 2025 and 2024 (Thousands of Dollars)

Nine Months Ended June 30, 2025 and 2024 (Thousands of Dollars)

Derivatives in Cash Flow Hedging Relationships Amount of Derivative Gain or

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Comprehensive Income (Loss)

Six Months Ended

Nine Months Ended

(Loss) Reclassified from

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Income for the

Six Months Ended

Nine Months Ended

2025 2024 2025 2024

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Total $ ( 113,675 ) $ 238,395 $ 23,601 $ 155,203

The Company has over-the-counter swap positions, no cost collars and applicable foreign currency forward contracts with eighteen counterparties.

The Company may be exposed to credit risk on any of the derivative financial instruments that are in a gain position.

Credit risk relates to the risk of loss that the Company would incur as a result of nonperformance by counterparties pursuant to the terms of their contractual obligations.

To mitigate such credit risk, management performs a credit check, and then on a quarterly basis monitors counterparty credit exposure.

The majority of the Company’s counterparties are financial institutions and energy traders.

The Company has over-the-counter swap positions, no cost collars and applicable foreign currency forward contracts with eighteen counterparties of which three are in a net gain position.

On average, the Company had $ 0.8 million of credit exposure per counterparty in a gain position at June 30, 2025.

The maximum credit exposure per counterparty in a gain position at June 30, 2025 was $ 2.0 million.

As of June 30, 2025, no collateral was received from the counterparties by the Company.

The Company's gain position on such derivative financial instruments had not exceeded the established thresholds at which the counterparties would be required to post collateral, nor had the counterparties' credit ratings declined to levels at which the counterparties were required to post collateral.

Certain counterparties to the Company’s outstanding derivative instrument contracts (specifically the over-the-counter swaps, over-the-counter no cost collars and applicable foreign currency forward contracts) had a common credit-risk related contingency feature.

In the event the Company’s credit rating increases or falls below a certain threshold (applicable debt ratings), the available credit that could be extended to the Company when it is in a derivative financial liability position would either increase or decrease.

A decline in the Company’s credit rating, in and of itself, would not cause the Company to be required to post or increase the level of its hedging collateral deposits (in the form of cash deposits, letters of credit or treasury debt instruments).

A decline in the Company’s credit rating, in and of itself, would not cause the Company to be

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required to post or increase the level of its hedging collateral deposits (in the form of cash deposits, letters of credit or treasury debt instruments).

If the Company’s outstanding derivative instrument contracts with a credit-risk contingency feature were in a liability position (or if the liability were larger) and/or the Company’s credit rating declined, then hedging collateral deposits or an increase to such deposits could be required.

At March 31, 2025, the fair market value of the derivative financial instrument liabilities with a credit-risk related contingency feature was $ 147.3 million according to the Company's internal model (discussed in Note 3 – Fair Value Measurements), and no hedging collateral deposits were required to be posted by the Company at March 31, 2025.

At June 30, 2025, the fair market value of the derivative financial instrument liabilities with a credit-risk related contingency feature was $ 34.3 million according to the Company's internal model (discussed in Note 3 – Fair Value Measurements), and no hedging collateral deposits were required to be posted by the Company at June 30, 2025.

Depending on the movement of commodity prices in the future, it is possible that these liability positions could swing into asset positions, at which point the Company would be exposed to credit risk on its derivative financial instruments.

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Note 5 – Income Taxes

The effective tax rates for the quarters ended March 31, 2025 and March 31, 2024 were 24.8 % and 25.0 %, respectively.

The effective tax rates for the six months ended March 31, 2025 and March 31, 2024 were 24.0 % and 24.7 %, respectively.

The change in the effective income tax rate was primarily driven by the impact of the impairment of the exploration and production properties under the ceiling test, as well as an impairment of certain water disposal assets, both of which were recorded in the quarter ended December 31, 2024, which resulted in a smaller income tax expense on income before income taxes to be recorded during the six months ended March 31, 2025.

The effective tax rates for the quarters ended June 30, 2025 and June 30, 2024 were 25.4 % and 34.3 %, respectively.

The decrease in the quarterly effective income tax rate was primarily driven by the impact of the impairment of exploration and production properties under the ceiling test recorded during the quarter ended June 30, 2024, which resulted in a larger income tax benefit on a loss before income taxes during the quarter ended June 30, 2024.

The effective tax rates for the nine months ended June 30, 2025 and June 30, 2024 were 24.5 % and 22.2 %, respectively.

The change in the year-to-date effective income tax rate was primarily driven by the impact of the impairments recorded in the quarters ended December 31, 2024 and June 30, 2024.

The impairments were related to exploration and production properties under the ceiling test in both nine-month periods and an impairment of certain water disposal assets recorded in the quarter ended December 31, 2024.

The impact of the impairments resulted in a smaller income tax expense on income before income taxes during each of the nine-month periods ended June 30, 2025 and June 30, 2024.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law.

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation.

Additionally, the OBBBA incorporates the immediate deduction of intangible drilling costs for taxpayers subject to the Corporate Alternative Minimum Tax.

The Company is still evaluating the OBBBA and the results of such evaluations, which are not expected to have a material effect, are expected to be reflected on the Company’s Form 10-K for the year ended September 30, 2025.

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(Thousands, except per share amounts)

Balance at January 1, 2025 90,613 $ 90,613 $ 1,039,705 $ 1,698,648 $ ( 76,153 )

Balance at April 1, 2025 90,398 $ 90,398 $ 1,042,822 $ 1,855,366 $ ( 222,975 )

Net Income Available for Common Stock 149,818

Dividends Declared on Common Stock ($ 0.535 Per Share)

Other Comprehensive Loss, Net of Tax ( 146,822 )

Other Comprehensive Income, Net of Tax 107,168

Share-Based Payment Expense (1)

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Share Repurchases Under Repurchase Plan ( 54 ) ( 54 ) ( 630 ) ( 3,311 )

Balance at March 31, 2025 90,398 $ 90,398 $ 1,042,822 $ 1,855,366 $ ( 222,975 )

Balance at June 30, 2025 90,356 $ 90,356 $ 1,047,406 $ 1,953,533 $ ( 115,807 )

Balance at October 1, 2024 91,006 $ 91,006 $ 1,045,487 $ 1,727,326 $ ( 15,476 )

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Share Repurchases Under Repurchase Plan ( 829 ) ( 829 ) ( 9,615 ) ( 43,389 )

Balance at March 31, 2025 90,398 $ 90,398 $ 1,042,822 $ 1,855,366 $ ( 222,975 )

Balance at January 1, 2024 92,116 $ 92,116 $ 1,041,226 $ 1,973,279 $ 67,381

Net Income Available for Common Stock 166,272

Balance at June 30, 2025 90,356 $ 90,356 $ 1,047,406 $ 1,953,533 $ ( 115,807 )

Balance at April 1, 2024 92,032 $ 92,032 $ 1,045,929 $ 2,090,172 $ 75,340

Net Loss Available for Common Stock ( 54,158 )

Dividends Declared on Common Stock ($ 0.515 Per Share)

Other Comprehensive Income, Net of Tax 7,959

Other Comprehensive Loss, Net of Tax ( 70,290 )

Share-Based Payment Expense (1)

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Share Repurchases Under Repurchase Plan ( 431 ) $ ( 431 ) $ ( 4,942 ) $ ( 18,435 )

Balance at March 31, 2024 92,032 $ 92,032 $ 1,045,929 $ 2,090,172 $ 75,340

Balance at June 30, 2024 91,612 $ 91,612 $ 1,046,479 $ 1,970,384 $ 5,050

Balance at October 1, 2023 91,819 $ 91,819 $ 1,040,761 $ 1,885,856 $ ( 55,060 )

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Share Repurchases Under Repurchase Plan ( 527 ) $ ( 527 ) $ ( 6,030 ) $ ( 22,252 )

Balance at March 31, 2024 92,032 $ 92,032 $ 1,045,929 $ 2,090,172 $ 75,340

Balance at June 30, 2024 91,612 $ 91,612 $ 1,046,479 $ 1,970,384 $ 5,050

(1) Paid in Capital includes compensation costs associated with performance shares and/or restricted stock awards.

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Common Stock.

Common stock share activity during the six months ended March 31, 2025 consisted of the following items:

Six Months Ended March 31, 2025

Common stock share activity during the nine months ended June 30, 2025 consisted of the following items:

Nine Months Ended June 30, 2025

Vesting of Restricted Stock Units 125,528

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Share Repurchases Under Repurchase Plan ( 828,720 )

Total Net Shares Repurchased During the Six Months Ended March 31, 2025 ( 608,295 )

Total Net Shares Repurchased During the Nine Months Ended June 30, 2025 ( 650,037 )

(1) The Company considers all shares tendered as cancelled shares restored to the status of authorized but unissued shares, in accordance with New Jersey law.

On March 8, 2024, the Company’s Board of Directors authorized the Company to implement a share repurchase program, whereby the Company may repurchase outstanding shares of common stock, up to an aggregate amount of $ 200 million 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.

During the six months ended March 31, 2025, the Company executed transactions to repurchase 774,768 shares at an average price of $ 63.74 per share, for a total cost of $ 49.8 million (including broker fees and excise taxes).

Share repurchases that settled during the six months ended March 31, 2025 were funded with cash provided by operating activities and/or short-term borrowings.

In April 2025, repurchases under the program were temporarily paused.

As a result, the Company expects completion of the program will extend into calendar 2026.

The timing and amount of future repurchases under this program will depend on a number of factors, including but not limited to stock price, market conditions, applicable securities laws (including SEC Rule 10b-18), corporate and regulatory requirements, and capital and liquidity needs.

During the nine months ended June 30, 2025, the Company executed transactions to repurchase 828,720 shares at an average price of $ 64.37 per share, for a total cost of $ 53.8 million (including broker fees and excise taxes).

Share repurchases that settled during the nine months ended June 30, 2025 were funded with cash provided by operating activities and/or short-term borrowings.

In the future, it is expected that this share repurchase program will continue to be funded with cash provided by operating activities and/or through the use of short-term borrowings.

The program has no fixed expiration date.

Short-Term Borrowings.

The Company is a party to a syndicated Credit Agreement (as amended from time to time, the “Credit Agreement”) that provides a $ 1.0 billion unsecured committed revolving credit facility.

In January 2025, the Company and the eleven banks in the syndicate consented to a second one-year extension of the maturity date of the Credit Agreement, such that the Company has aggregate commitments available under the Credit Agreement in the full amount of $ 1.0 billion through February 23, 2029.

In January 2025, the Company and the banks in the syndicate consented to a second one-year extension of the maturity date of the Credit Agreement, such that the Company has aggregate commitments available in the full amount of $ 1.0 billion through February 23, 2029.

In May 2025, the total lenders under the Credit Agreement increased to twelve as a new lender joined the syndicate, assuming a portion of an existing lender's commitment.

Current Portion of Long-Term Debt.

The Current Portion of Long-Term Debt at March 31, 2025 consisted of $ 50.0 million of 7.38 % notes that mature in June 2025 and $ 300.0 million of long-term delayed draw term loans that mature in February 2026.

The Current Portion of Long-Term Debt at September 30, 2024 consisted of $ 50.0 million of 7.38 % notes that mature in June 2025 and $ 450.0 million of 5.20 % notes with a maturity date in July 2025.

As discussed below, the Company placed $ 50.0 million (plus interest) in trust for the benefit of holders of the 7.38 % notes that mature in June 2025 and redeemed the $ 450.0 million of 5.20 % notes on March 6, 2025.

The Current Portion of Long-Term Debt at June 30, 2025 consisted of a $ 300.0 million long-term delayed draw term loan that matures in February 2026.

The Current Portion of Long-Term Debt at September 30, 2024 consisted of $ 50.0 million of 7.38 % notes that matured in June 2025 and $ 450.0 million of 5.20 % notes with a maturity date in July 2025.

As discussed below, the Company redeemed the $ 450.0 million of 5.20 % notes on March 6, 2025.

Long-Term Debt.

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The Company redeemed those notes for $ 450.8 million and $ 503.3 million, respectively, plus accrued interest.

In the Exploration and Production and Gathering segments, the call premiums of $ 0.6 million for the redemption of the 5.20 % notes and $ 1.8 million for the redemption of the 5.50 % notes, were recorded to Interest Expense on Long-Term Debt on the Consolidated Income Statement during the quarter ended March 31, 2025, and in the Pipeline and Storage segment, the call premiums of $ 0.2 million for the 5.20 % notes redeemed and $ 1.5 million for the 5.50 % notes redeemed were recorded to Unamortized Debt Expense on the Consolidated Balance Sheet as of March 31, 2025.

The remaining proceeds of the debt issuances were used to repay a portion

In the Exploration and Production and Gathering segments, the call premiums of $ 0.6 million for the redemption of the 5.20 % notes and $ 1.8 million for the

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of short-term borrowings the Company incurred to fund a trust for the benefit of holders of the 7.38 % notes outstanding under the Company's 1974 indenture, as discussed below.

Prior to the long-term debt issuances discussed above, the Company placed a total of $ 53.2 million in trust during the quarter ended March 31, 2025 for the benefit of holders of the 7.38 % notes outstanding under the Company’s 1974 indenture.

This included $ 50.0 million in principal and $ 3.2 million in interest (of which $ 1.8 million of interest was subsequently paid out of the trust in February 2025) related to long-term debt issued in June 1995 under the 1974 indenture, with a maturity date of June 13, 2025.

The funds held in trust are recorded on the consolidated balance sheet as "Cash Held in Trust for Bondholders" as of March 31, 2025.

Placing these funds in trust, in an amount equal to the future principal and interest payments due on the 7.38 % notes, enabled the Company to cancel and discharge the 1974 indenture, effectively relieving the Company from its obligations to comply with the 1974 indenture’s covenants.

redemption of the 5.50 % notes, were recorded to Interest Expense on Long-Term Debt on the Consolidated Income Statement during the quarter ended March 31, 2025, and in the Pipeline and Storage segment, the call premiums of $ 0.2 million for the 5.20 % notes redeemed and $ 1.5 million for the 5.50 % notes redeemed were recorded to Unamortized Debt Expense on the Consolidated Balance Sheet as of March 31, 2025.

The remaining proceeds of the debt issuances were used to repay a portion of short-term borrowings the Company incurred to fund a trust for the benefit of holders of $ 50.0 million of 7.38 % notes under the Company's 1974 indenture prior to the June 13, 2025 maturity date of these notes.

Placing these funds in trust enabled the Company to cancel and discharge the 1974 indenture.

This relieved the Company from its obligations to comply with the 1974 indenture's covenants.

The funds were paid out of the trust on June 13, 2025 for the redemption of the $ 50.0 million of 7.38 % notes, leaving no notes outstanding under the 1974 indenture.

Delayed Draw Term Loan.

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Borrowings under the Term Loan Agreement currently bear interest at a rate equal to SOFR for the applicable interest period, plus an adjustment of 0.10 %, plus a spread of 1.375 %.

The current weighted average locked-in interest rate is 5.79 % until mid-May 2025 .

The current weighted average locked-in interest rate is 5.82 % until mid-August 2025 .

Note 7 – Commitments and Contingencies

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It is the Company’s policy to accrue estimated environmental clean-up costs (investigation and remediation) when such amounts can reasonably be estimated and it is probable that the Company will be required to incur such costs.

At March 31, 2025, the Company has estimated its remaining clean-up costs related to former manufactured gas plant sites will be approximately $ 3.7 million.

The Company's liability for such clean-up costs has been recorded in Other Liabilities on the Consolidated Balance Sheet at March 31, 2025.

The Company has a regulatory liability of $ 2.7 million related to environmental clean-up costs at March 31, 2025 and is currently not aware of any material additional exposure to environmental liabilities.

At June 30, 2025, the Company has estimated its remaining clean-up costs related to former manufactured gas plant sites will be approximately $ 3.7 million.

The Company's liability for such clean-up costs has been recorded in Other Liabilities on the Consolidated Balance Sheet at June 30, 2025.

The Company has a regulatory liability of $ 2.1 million related to environmental clean-up costs at June 30, 2025 and is currently not aware of any material additional exposure to environmental liabilities.

However, changes in environmental laws and regulations, new information or other factors could have an adverse financial impact on the Company.

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There have not been any changes in the basis of segmentation nor in the basis of measuring segment profit or loss from those used in the Company’s 2024 Form 10-K.

A listing of segment assets at March 31, 2025 and September 30, 2024 is shown in the tables below.

A listing of segment assets at June 30, 2025 and September 30, 2024 is shown in the tables below.

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Quarter Ended March 31, 2025 (Thousands)

Quarter Ended June 30, 2025 (Thousands)

Exploration and Production Pipeline and Storage Gathering Utility Total Reportable Segments All Other Corporate and Intersegment Eliminations Total Consolidated

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$ 86,671 $ 28,857 $ 29,996 $ 4,997 $ 150,521 $( 209 ) $( 494 ) $ 149,818

Six Months Ended March 31, 2025 (Thousands)

Nine Months Ended June 30, 2025 (Thousands)

Exploration and Production Pipeline and Storage Gathering Utility Total Reportable Segments All Other Corporate and Intersegment Eliminations Total Consolidated

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Segment Assets:

At March 31, 2025 $ 2,551,961 $ 2,455,903 $ 1,010,473 $ 2,530,906 $ 8,549,243 $ 8,384 $( 77,664 ) $ 8,479,963

At June 30, 2025 $ 2,574,771 $ 2,421,610 $ 1,024,345 $ 2,507,973 $ 8,528,699 $ 8,216 $( 90,755 ) $ 8,446,160

At September 30, 2024 $ 2,644,820 $ 2,446,243 $ 987,103 $ 2,398,709 $ 8,476,875 $ 6,227 $( 163,332 ) $ 8,319,770

Quarter Ended March 31, 2024 (Thousands)

Quarter Ended June 30, 2024 (Thousands)

Exploration and Production Pipeline and Storage Gathering Utility Total Reportable Segments All Other Corporate and Intersegment Eliminations Total Consolidated

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Net Income (Loss) $( 112,028 ) $ 30,690 $ 24,979 $ 2,559 $( 53,800 ) $( 124 ) $( 234 ) $( 54,158 )

Six Months Ended March 31, 2024 (Thousands)

Nine Months Ended June 30, 2024 (Thousands)

Exploration and Production Pipeline and Storage Gathering Utility Total Reportable Segments All Other Corporate and Intersegment Eliminations Total Consolidated

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Retirement Plan Other Post-Retirement Benefits

Three Months Ended March 31, 2025 2024 2025 2024

Three Months Ended June 30, 2025 2024 2025 2024

Service Cost $ 1,023 $ 1,049 $ 130 $ 109

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Retirement Plan Other Post-Retirement Benefits

Six Months Ended March 31, 2025 2024 2025 2024

Nine Months Ended June 30, 2025 2024 2025 2024

Service Cost $ 3,069 $ 3,148 $ 389 $ 326

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Employer Contributions.

The Company did not make any contributions to its tax-qualified, noncontributory defined benefit retirement plan (Retirement Plan) during the six months ended March 31, 2025, and does not anticipate making any such contributions during the remainder of fiscal 2025.

The Company also did not make any contributions to its VEBA trusts for its other post-retirement benefits during the six months ended March 31, 2025, and does not anticipate making any such contributions during the remainder of fiscal 2025.

The Company did not make any contributions to its tax-qualified, noncontributory defined benefit retirement plan (Retirement Plan) during the nine months ended June 30, 2025, and does not anticipate making any such contributions during the remainder of fiscal 2025.

The Company also did not make any contributions to its VEBA trusts for its other post-retirement benefits during the nine months ended June 30, 2025, and does not anticipate making any such contributions during the remainder of fiscal 2025.

Note 10 – Regulatory Matters

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The DSIC petition was approved by the PaPUC on December 5, 2024, and on January 1, 2025, the Company initiated recovery of eligible costs on incremental rate base added after September 30, 2024.

During the quarter ended March 31, 2025, Distribution Corporation recovered $ 0.2 million from customers.

During the quarters ended March 31, 2025 and June 30, 2025, Distribution Corporation recovered $ 0.2 million and $ 0.3 million, respectively, from customers.

FERC Jurisdiction

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On March 17, 2025, FERC approved an amendment to Empire's 2019 rate case settlement, which provides for a modest reduction in Empire’s transportation unit rates, effective November 1, 2025.

Based on current contracts, this settlement amendment is estimated to decrease Empire's revenues on a yearly basis by approximately $ 0.5 million.

This settlement amendment is estimated to decrease Empire's revenues on a yearly basis by approximately $ 0.5 million.

As well, the revenue sharing mechanism under the 2019 rate case settlement was adjusted and Empire committed to undertake greenhouse gas and reliability reporting.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements