What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-11-21 compared with 2024-11-22 · 52 added, 57 removed, 146 unchanged (43% of the section changed)

10 unchanged sentences

The common geographic footprint of the Company’s subsidiaries enables them to share management, labor, facilities and support services across various businesses and pursue coordinated projects designed to produce and transport natural gas from the Appalachian Basin to markets in the eastern United States and Canada.

The Company reports financial results for four business segments:

Exploration and Production, Pipeline and Storage, Gathering, and Utility.

The Exploration and Production segment operations are carried out by Seneca Resources Company, LLC, a Pennsylvania limited liability company.

Seneca is engaged in the exploration for, and the development and production of, primarily natural gas in the Appalachian region of the United States.

The Company reports financial results for three business segments:

Integrated Upstream and Gathering, Pipeline and Storage, and Utility.

The Integrated Upstream and Gathering segment is composed of the operations of Seneca Resources Company, LLC and National Fuel Gas Midstream Company, LLC, both Pennsylvania limited liability companies.

Seneca is engaged in the exploration for, and development of, natural gas reserves in the Appalachian region of the United States.

Midstream Company builds, owns and operates natural gas processing and pipeline gathering facilities in the Appalachian region, primarily providing gathering services to Seneca.

At September 30, 2025, Seneca had proved developed and undeveloped reserves of 4,980,410 MMcf of natural gas and 180 Mbbl of oil.

2 unchanged sentences

Supply Corporation also provides storage services through its underground natural gas storage fields, and Empire provides storage service (via lease with Supply Corporation) to a nonaffiliated company.

The Gathering segment operations are carried out by wholly-owned subsidiaries of National Fuel Gas Midstream Company, LLC, a Pennsylvania limited liability company.

Through these subsidiaries, Midstream Company builds, owns and operates gathering facilities in the Appalachian region.

The Utility segment operations are carried out by National Fuel Gas Distribution Corporation, a New York corporation.

2 unchanged sentences

Financial information about each of the Company’s business segments can be found in Item 7, MD&A and also in Item 8 at Note M — Business Segment Information.

No single customer, or group of customers under common control, accounted for more than 10% of the Company’s consolidated revenues in 2024.

Revenue from one customer of the Company’s Integrated Upstream and Gathering segment, exclusive of hedging losses transacted with separate parties, represented approximately $258 million, or 11.3%, of the Company’s consolidated revenue for the year ended September 30, 2025.

This one customer was also a customer of the Company’s Pipeline and Storage segment, accounting for an additional $16 million, or 0.7%, of the Company’s consolidated revenue for the year ended September 30, 2025.

Rates and Regulation

12 unchanged sentences

The FERC also exercises jurisdiction over the construction and operation of interstate gas transmission and storage facilities and possesses significant penalty authority with respect to violations of the laws and regulations it administers.

The Company is also subject to the jurisdiction of the Pipeline and Hazardous Materials Safety Administration (PHMSA).

The Company is also subject to the jurisdiction of the PHMSA.

PHMSA issues regulations and conducts evaluations, among other things, that set safety standards for pipelines and underground storage facilities.

3 unchanged sentences

For additional discussion of the material effects of compliance with government environmental regulation, see Item 7, MD&A under the heading “Environmental Matters.”

The Exploration and Production Segment

The Exploration and Production segment incurred a net loss of $164.0 million in 2024.

Additional discussion of the Exploration and Production segment appears below in this Item 1 under the headings “Sources and Availability of Raw Materials” and “Competition:

The Exploration and Production Segment,” in Item 7, MD&A and in Item 8, Financial Statements and Supplementary Data.

The Integrated Upstream and Gathering Segment

The Integrated Upstream and Gathering segment contributed net income of $324.7 million in 2025.

Additional discussion of the Integrated Upstream and Gathering segment appears below in this Item 1 under the headings “Sources and Availability of Raw Materials” and “Competition:

The Integrated Upstream and Gathering Segment,” in Item 7, MD&A and in Item 8, Financial Statements and Supplementary Data.

The Pipeline and Storage Segment

The Pipeline and Storage segment contributed net income of $121.0 million in 2025.

The Pipeline and Storage segment generated approximately 34% of its revenues in 2024 from services provided to the Utility segment or Exploration and Production segment.

The Pipeline and Storage segment generated approximately 35% of its revenues in 2025 from services provided to the Utility segment or Integrated Upstream and Gathering segment.

Additional discussion of the Pipeline and Storage segment appears below under the headings “Sources and Availability of Raw Materials,” “Competition:

The Pipeline and Storage Segment” and “Seasonality,” in Item 7, MD&A and in Item 8, Financial Statements and Supplementary Data.

The Gathering Segment

The Gathering segment contributed net income of $106.9 million in 2024.

The Gathering segment generated approximately 94% of its revenues in 2024 from services provided to the Exploration and Production segment.

Additional discussion of the Gathering segment appears below under the headings “Sources and Availability of Raw Materials” and “Competition:

The Gathering Segment,” in Item 7, MD&A and in Item 8, Financial Statements and Supplementary Data.

The Utility Segment

6 unchanged sentences

Sources and Availability of Raw Materials

The Exploration and Production segment seeks to discover and produce raw materials (primarily natural gas) as further described in this report in Item 7, MD&A and Item 8 at Note M — Business Segment Information and Note N — Supplementary Information for Exploration and Production Activities.

The Integrated Upstream and Gathering segment seeks to discover and produce raw materials (primarily natural gas).

It also gathers, processes and transports natural gas largely produced by Seneca, as further described in this report in Item 7, MD&A and Item 8 at Note M — Business Segment Information and Note N — Supplementary Information for Exploration and Production Activities.

The Pipeline and Storage segment transports and stores natural gas owned by its customers, whose gas primarily originates in the Appalachian region of the United States, as well as other gas supply regions in the United States and Canada.

Additional discussion of proposed pipeline projects appears below under “Competition:

The Pipeline and Storage Segment” and in Item 7, MD&A.

The Gathering segment gathers, processes and transports natural gas that is, in large part, produced by Seneca in the Appalachian region of the United States.

Additional discussion of proposed pipeline projects appears in Item 7, MD&A.

Natural gas is the principal raw material for the Utility segment.

3 unchanged sentences

Purchases from DTE Energy Trading, Inc.

(31%), Vitol, Inc.

(18%), EQT Energy, LLC (8%), Emera Energy Services, Inc.

(8%), Chevron Natural Gas (6%), and Tenaska Marketing Ventures (6%) accounted for nearly 77% of the Utility segment’s 2024 gas purchases.

(33%), Emera Energy Services, Inc.

(11%), Chevron Natural Gas (10%), Shell Energy North America (7%), and NRG Business Marketing, LLC (6%) accounted for nearly 67% of the Utility segment’s 2025 gas purchases.

No other producer or supplier provided the Utility segment with more than 5% of its gas requirements in 2025.

4 unchanged sentences

Sources and providers of energy, other than those described under this “Competition” heading, do not compete with the Company to any significant extent.

The Exploration and Production Segment

The Exploration and Production segment competes with major integrated and other independent natural gas producers and marketers with respect to the sale of natural gas and, in some cases, the acquisition, exploration and development of mineral rights and leasehold interests.

Seneca strives to distinguish itself amongst its competition by capturing capital efficiencies across its large, contiguous operating footprint in Appalachia and integrated with National Fuel’s Gathering segment operations.

Additionally, Seneca is the primary operator on its properties, optimizes technology used for both exploration and development activities, maintains a portfolio of firm transportation and physical firm sales contracts and enters into financial hedges to protect cash flows through commodity price cycles.

The Integrated Upstream and Gathering Segment

The Integrated Upstream and Gathering Segment, composed of Seneca and Midstream Company, competes with major integrated and independent natural gas producers and marketers in the sale of natural gas, as well as in the acquisition, exploration, and development of mineral rights and leasehold interests.

Seneca serves as the primary operator on its properties and employs advanced technologies to support exploration and development activities.

It maintains a robust portfolio of firm transportation and physical firm sales contracts and utilizes financial hedging strategies to mitigate commodity price volatility and protect cash flows.

Midstream Company provides gathering services primarily for Seneca, and to a lesser extent, for other producers in the Appalachian region.

It competes with other natural gas gathering and processing companies and benefits from close operational alignment with Seneca, enabling cost-effective and timely delivery of production to market.

The integration of upstream and gathering operations is a key differentiator within the industry, enabling greater capital allocation efficiency and a low-cost structure that supports resilient margins across commodity cycles.

Operating as a unified business enhances performance by streamlining development timelines, reducing third-party dependencies, and improving coordination between drilling and gathering activities.

These synergies contribute to increased capital efficiency, with a focus on maximizing production and resource recovery per dollar invested.

The Pipeline and Storage Segment

3 unchanged sentences

Its facilities are also located adjacent to the Canadian border at the Niagara River providing access to markets in Canada and the northeastern and midwestern United States via the TC Energy pipeline system.

Supply Corporation is well positioned to support potential data center and power generation development in both New York and Pennsylvania through the expansion of its existing facilities, including via its Line N pipeline, which interconnects with multiple interstate pipelines and is proximate to significant in-basin natural gas production.

Supply Corporation has developed and placed into service a number of pipeline expansion projects designed to transport natural gas to key markets in New York, Pennsylvania, the northeastern United States, Canada, and to long-haul pipelines with access to the U.S.

2 unchanged sentences

Empire competes for natural gas market growth with other pipeline companies transporting gas in the northeast United States and upstate New York in particular.

Empire is well situated to provide transportation of Appalachian shale gas as well as gas supplies available at Empire’s interconnect with TC Energy at Chippawa.

Empire is well situated to provide transportation of Appalachian shale gas as well as gas supplies available at Empire’s interconnects with TC Energy at Chippawa and Millennium Pipeline at Corning.

Empire’s geographic location provides it the opportunity to compete for service to its on-system LDC markets, as well as for a share of the gas transportation markets into Canada (via Chippawa) and into the northeastern United States.

1 unchanged sentence

Like Supply Corporation, Empire’s expanded system facilitates transportation of natural gas to key markets within New York State, the northeastern United States and Canada.

The Gathering Segment

The Gathering segment provides gathering services for Seneca and, to a lesser extent, other producers.

It competes with other companies that gather and process natural gas in the Appalachian region.

The Utility Segment

9 unchanged sentences

Legislative and regulatory measures to address climate change and greenhouse gas emissions are in various phases of discussion or implementation in jurisdictions that impact the Utility segment.

In addition to the federal Inflation Reduction Act, New York, for example, adopted the Climate Leadership & Community Protection Act (CLCPA) in July 2019, which could ultimately result in increased competition from electric and geothermal forms of energy.

In addition to the federal Inflation Reduction Act, New York, for example, adopted the CLCPA in July 2019, which could ultimately result in increased competition from electric and geothermal forms of energy.

However, given the extended time frames associated with the CLCPA’s emission reduction mandates as discussed in Item 7, MD&A under the heading “Environmental Matters” and subheading “Environmental Regulation,” any meaningful competition and/or business impacts resulting from the CLCPA cannot be determined.

17 unchanged sentences

Human Capital

The Company aims to attract the best employees, and to retain those employees through offering competitive benefits and compensation packages, and career development and training opportunities in a safe, inclusive and productive work environment.

Human capital measures and objectives that the Company focuses on in managing its business are outlined below.

The Company aims to attract qualified employees, and to retain those employees through offering competitive benefits and compensation packages, and career development and training opportunities in a safe, inclusive and productive work environment.

Human capital measures and objectives that the Company focuses

on in managing its business are outlined below.

Additional information regarding the Company’s human capital measures and objectives is contained in the Company’s recently published Corporate Responsibility Report, which is available on the Company’s website, www.nationalfuel.com.

3 unchanged sentences

As of September 30, 2025, 47% of the Company’s active workforce was covered under collective bargaining agreements.

The Company has agreements in place with collective bargaining units in New York into February 2025 and is currently negotiating renewal of those agreements.

Additionally, the Company has agreements with collective bargaining units in Pennsylvania into April 2026.

Safety is one of the Company’s guiding principles.

The Company has agreements in place with collective bargaining units in New York into February 2029.

Additionally, the Company has agreements with collective bargaining units in Pennsylvania into April 2026 and will begin negotiations with the two bargaining units in Pennsylvania in late 2025.

Company Culture

The Company is committed to creating a safe and inclusive work environment for all employees.

In managing the business, the Company focuses on the safety of its employees, contractors and communities and has implemented safety programs and management practices to promote a culture of safety.

1 unchanged sentence

The Company also ties executive compensation and salaried variable pay programs to safety related goals to emphasize the importance of and focus on safety at the Company.

The Company has also implemented policies and training that reinforce the Company’s commitment to inclusion in the workplace.

The Company’s policies prohibit discrimination or harassment against any employee or applicant on the basis of sex, race/ethnicity, and other protected categories.

The Company communicates to employees its commitment to a harassment free workplace through the onboarding process, annual distribution and acknowledgement of the Company’s Non-Discrimination and Anti-Harassment Policy, and training for all employees including management.

Voluntary Attrition Rate

The Company measures the voluntary attrition rate of its employees in assessing the Company’s overall human capital.

The Company’s voluntary attrition rate was 4.8% (not including retirements), which is a significant improvement from last year’s voluntary attrition rate of 8.7%.

The Company’s voluntary attrition rate was 4.7% (not including retirements), which is relatively the same as last year’s attrition rate.

The Company continues to actively monitor employee metrics, including attrition rate, as an indicator of management of and responsiveness to human capital matters.

7 unchanged sentences

The Company’s compensation program for salaried employees is intended to align employee compensation with the market while providing greater incentive to the Company’s employees to work toward the achievement of Company goals.

These goals include the coordinated business goals and corporate responsibility and sustainability objectives of the Company’s business segments.

This meaningful investment illustrates the Company’s view that attracting, retaining and motivating our employees is integral to the Company’s success.

4 unchanged sentences

(iv) continuous talent review and succession planning;

and (v) professional development and cross-training discussions encouraged through annual performance reviews and career development discussions.

Diversity, Equity and Inclusion

The Company recognizes that a diverse talent pool provides the opportunity to gain a diversity of perspectives, ideas and solutions to help the Company succeed.

The Company’s focus on building a diverse and inclusive culture is reflected in its adoption of specific diversity and inclusion performance goals as part of the Company’s executive compensation and salaried variable pay programs, and policies and training that reinforce the Company’s commitment to diversity and inclusion in the workplace.

The Company’s policies prohibit discrimination or harassment against any employee or applicant on the basis of sex, race/ethnicity, and other protected categories.

Additionally, to ensure transparency over time, the Company publicly discloses gender, racial and ethnic minority representation, and multi-generational workforce metrics in the Company’s Corporate Responsibility Report.

(v) voluntary mentorship programs;

and (vi) professional development and cross-training discussions encouraged through annual performance reviews and career development discussions.

Executive Officers of the Company as of November 15, 2025(1)

5 unchanged sentences

Chief Executive Officer of the Company since July 2019.

President of Distribution Corporation since February 2019.

Chief Operating Officer of the Company since March 2021, President of Supply Corporation since July 2019 and President of Empire since August 2008.

President of Distribution Corporation since July 2025.

Colpoys previously served as Senior Vice President of Distribution Corporation from October 2021 through June 2025 and Vice President of Distribution Corporation from June 2016 through September 2021.

President of Supply Corporation since February 2025.

Del Vecchio previously served as Executive Vice President of Supply Corporation from January 2023 through January 2025 and Senior Vice President of Supply Corporation from October 2021 through December 2022.

Del Vecchio also previously served as Vice President and Chief Regulatory Counsel of Distribution Corporation from April 2015 through September 2021.

Treasurer and Chief Financial Officer of the Company since May 2023.

Treasurer of Seneca Resources Company since May 2023.

Treasurer of Distribution Corporation, Supply Corporation, Empire and Midstream Company since July 2021.

Silverstein previously served as Assistant Treasurer of Distribution Corporation, Supply Corporation and Empire from April 2020 through June 2021.

General Manager of Finance from April 2019 through March 2020.

Silverstein previously served as Treasurer of Distribution Corporation, Supply Corporation, Empire and Midstream Company from July 2021 through February 2025, and as Assistant Treasurer of Distribution Corporation, Supply Corporation and Empire from April 2020 through June 2021.

Controller and Chief Accounting Officer of the Company since July 2019.

1 unchanged sentence

Chief Information Officer of the Company since December 2018 and Senior Vice President of Distribution Corporation since May 2023.

General Counsel and Secretary of the Company since April 2023 and Senior Vice President of Distribution Corporation since May 2020.

Reville previously served as General Counsel of Distribution Corporation from April 2015 through March 2023.

Secretary of Distribution Corporation from May 2020 through March 2023.

Vice President of Distribution Corporation from April 2015 through April 2020.

General Counsel and Secretary of the Company and General Counsel and Secretary of Distribution Corporation since April 2025.

Vice President of Distribution Corporation since July 2021.

Hartz previously served as Assistant Vice President of Distribution Corporation from March 2021 through June 2021 and Assistant Vice President of Supply Corporation from October 2013 until March 2021.

President of Midstream Company since April 2022 and President of Seneca Resources Company since May 2021.

4 unchanged sentences

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-K

Item 1. Business