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Item 9A. Controls and Procedures

2025-11-21 compared with 2024-11-22 · 26 added, 19 removed, 167 unchanged (21% of the section changed)

29 unchanged sentences

We have adopted insider trading policies and procedures applicable to our directors, officers, and employees, and have implemented processes for the Company, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the New York Stock Exchange listing standards.

A copy of our Insider Trading Policy is filed as Exhibit 19 to this Form 10-K.

A copy of our Insider Trading Policy is incorporated by reference in this Form 10-K as Exhibit 19.

Item 11 Executive Compensation

22 unchanged sentences

Description of

2 Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession:

• Securities Purchase Agreement, dated as of October 20, 2025, by and between the Company and CenterPoint Energy Resources Corp.

(Exhibit 10.1, Form 8-K dated October 21, 2025)

3(i) Articles of Incorporation:

6 unchanged sentences

• Description of Securities (Exhibit 4.1, Form 10-K for fiscal year ended September 30, 2019)

• Indenture, dated as of October 15, 1974, between the Company and The Bank of New York Mellon (formerly Irving Trust Company) (Exhibit 2(b) in File No.

• Third Supplemental Indenture, dated as of December 1, 1982, to Indenture dated as of October 15, 1974, between the Company and The Bank of New York Mellon (formerly Irving Trust Company) (Exhibit 4(a)(4) in File No.

• Thirteenth Supplemental Indenture, dated as of March 1, 1993, to Indenture dated as of October 15, 1974, between the Company and The Bank of New York Mellon (formerly Irving Trust Company) (Exhibit 4(a)(14) in File No.

Description of

• Fourteenth Supplemental Indenture, dated as of July 1, 1993, to Indenture dated as of October 15, 1974, between the Company and The Bank of New York Mellon (formerly Irving Trust Company) (Exhibit 4.1, Form 10-K for fiscal year ended September 30, 1993)

• Indenture dated as of October 1, 1999, between the Company and The Bank of New York Mellon (formerly The Bank of New York) (Exhibit 4.1, Form 10-K for fiscal year ended September 30, 1999)

• Officers Certificate establishing 5.20% Notes due 2025, dated June 25, 2015 (Exhibit 4.1.1, Form 8-K dated June 25, 2015)

• Officers Certificate establishing 3.95% Notes due 2027, dated September 27, 2017 (Exhibit 4.1.1, Form 8-K dated September 27, 2017)

Description of

• Officers Certificate establishing 4.75% Notes due 2028, dated August 17, 2018 (Exhibit 4.1.1, Form 8-K dated August 17, 2018)

• Officers Certificate establishing 5.50% Notes due 2026, dated June 3, 2020 (Exhibit 4.1.1, Form 8-K dated June 3, 2020)

• Officer’s Certificate establishing 2.95% Notes due 2031, dated February 24, 2021 (Exhibit 4.1.1, Form 8-K dated February 24, 2021)

• Officer’s Certificate establishing 5.50% Notes due 2026, dated May 18, 2023 (Exhibit 4.1.1, Form 8-K dated May 18, 2023)

• Officer’s Certificate establishing 5.50% Notes due 2030 and 5.95% Notes due 2035, dated February 19, 2025 (Exhibit 4.1.1, Form 8-K dated February 19, 2025)

10 Material Contracts:

• Form of Indemnification Agreement, dated September 2006, between the Company and each Director (Exhibit 10.1, Form 8-K dated September 18, 2006)

• Purchase and Sale Agreement, dated as of May 4, 2020, by and among SWEPI LP, Seneca Resources Company, LLC, NFG Midstream Covington, LLC, National Fuel Gas Midstream Company, LLC and National Fuel Gas Company (Exhibit 10.1, Form 8-K dated May 4, 2020)

• Credit Agreement, dated as of February 28, 2022, among the Company, the Lenders party thereto, and JPMorgan Chase Bank, N.A.

3 unchanged sentences

as Administrative Agent (Exhibit 10.1, Form 10-Q dated May 6, 2022)

• Credit Agreement Existing Maturity Date Extension Consent, dated February 1, 2024, among the Company, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (E xhibit 10.1, Form 10-Q for the quarterly period ended March 31, 2024)

• Credit Agreement Existing Maturity Date Extension Consent, dated January 28, 2025, among the Company, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 10.1, Form 10-Q for the quarterly period ended March 31, 2025)

10.1 Amendment No.

2 to Credit Agreement, dated as of November 6, 2025, among the Company, the Lenders party thereto, and JPMorgan Chase Bank, N.A.

as Administrative Agent

• Term Loan Agreement, dated as of February 14, 2024, among the Company, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 10.1, Form 8-K dated February 14, 2024)

10.2 Amendment No.

1 to Term Loan Agreement, dated as of November 6, 2025, among the Company, the Lenders party thereto, and JPMorgan Chase Bank, N.A.

as Administrative Agent

Management Contracts and Compensatory Plans and Arrangements:

• Standard Form of Amended and Restated Employment Continuation and Noncompetition Agreement among the Company, a subsidiary of the Company (other than Seneca) and an executive officer (Exhibit 10.1, Form 10-K for the fiscal year ended September 30, 2008)

10.1 Form of Employment Continuation and Noncompetition Agreement between Seneca Resources Company, LLC and an executive officer of the Company employed by Seneca

• Form of Employment Continuation and Noncompetition Agreement between Seneca Resources Company, LLC and an executive officer of the Company employed by Seneca (Exhibit 10.1, Form 10-K for the fiscal year ended September 30, 2024)

• National Fuel Gas Company 2010 Equity Compensation Plan, as amended and restated December 7, 2023 (Exhibit 10.1, Form 8-K dated March 11, 2024)

Description of

• National Fuel Gas Company 2012 Annual At Risk Compensation Incentive Plan (Exhibit 10.2, Form 10-Q for the quarterly period ended March 31, 2012)

2 unchanged sentences

• Amendment to National Fuel Gas Company Deferred Compensation Plan, dated June 16, 1997 (Exhibit 10.4, Form 10-K for fiscal year ended September 30, 1997)

Description of

• Amendment No.

16 unchanged sentences

• Amendment to National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan, dated August 13, 2015 (Exhibit 10.2, Form 10-K for the fiscal year ended September 30, 2015)

Description of

• Amendment to National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan, dated December 14, 2020 (Exhibit 10.4, Form 10-Q for the quarterly period ended December 31, 2020)

1 unchanged sentence

• Form of Award Notice for Return on Capital Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan (Exhibit 10.1, Form 10-Q for the quarterly period ended December 31, 2024)

Description of

• Form of Award Notice for Total Shareholder Return Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan (Exhibit 10.2, Form 10-Q for the quarterly period ended December 31, 2024)

• Form of Award Notice for ESG Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan (Exhibit 10.3, Form 10-Q for the quarterly period ended December 31, 2023)

• Form of Award Notice for Retention Grant Return on Capital Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan (Exhibit 10.4, Form 10-Q for the quarterly period ended December 31, 2023)

• Form of Award Notice for Retention Grant Return on Total Shareholder Return Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan (Exhibit 10.5, Form 10-Q for the quarterly period ended December 31, 2023)

• Form of Award Notice for Emissions Reduction Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan (Exhibit 10.3, Form 10-Q for the quarterly period ended December 31, 2024)

1 unchanged sentence

• Form of Award Notice for ESG Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan (Exhibit 10.3, Form 10-Q for the quarterly period ended December 31, 2023)

4 unchanged sentences

Camiolo (Exhibit 10.1, Form 10-Q for the quarterly period ended March 31, 2023)

19 Policy on Insider Trading in National Fuel Gas Company Securities, dated September 14, 2023

Description of

• Consulting Services Agreement, dated as of June 13, 2025, between the Company and Donna L.

DeCarolis (Exhibit 10.1, Form 10-Q for the quarterly period ended June 30, 2025)

19 Insider Trading Policies and Procedures:

• Policy on Insider Trading in National Fuel Gas Company Securities, dated September 14, 2023 (Exhibit 19, Form 10-K for the fiscal year ended September 30, 2024)

21 Subsidiaries of the Registrant

3 unchanged sentences

23.2 Consent of Independent Registered Public Accounting Firm

Description of

31 Rule 13a-14(a)/15d-14(a) Certifications:

2 unchanged sentences

32•• Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97 National Fuel Gas Company Clawback Policy, effective December 1, 2023

97 Policy Relating to Recovery of Erroneously Awarded Compensation:

• National Fuel Gas Company Clawback Policy, effective December 1, 2023 (Exhibit 97, Form 10-K for the fiscal year ended September 30, 2024)

99 Additional Exhibits:

44 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 9A. Controls and Procedures