Item 5. Market for Registrant’s Common Equity
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
At September 30, 2025, there were 7,821 registered shareholders of Company common stock. The common stock is listed and traded on the New York Stock Exchange under the trading symbol “NFG”. Information regarding the market for the Company’s common equity and related stockholder matters appears under Item 12 at Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters and Item 8 at Note H — Capitalization and Short-Term Borrowings.
On July 1, 2025, the Company issued a total of 5,180 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 518 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 September 30, 2025. The Company issued an additional 587 unregistered shares in the aggregate on July 15, 2025 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)
July 1-31, 2025
9,923 $ 84.21 — $ 82,094,302
Aug. 1-31, 2025
9,733 $ 86.76 — $ 82,094,302
Sept. 1-30, 2025
15,996 $ 86.96 — $ 82,094,302
Total 35,652 $ 86.14 — $ 82,094,302
(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 35,652 shares purchased other than through a publicly announced share repurchase program, 29,645 were purchased for the Company’s 401(k) plans and 6,007 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. The calculation of the dollar value of shares remaining available for purchase excludes excise taxes and brokerage fees paid by the Company in connection with the repurchase program which in the aggregate totaled $1.07 million from the beginning of the program to September 30, 2025. 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. In light of the Company’s agreement to acquire CenterPoint Ohio’s natural gas utility, repurchases under the program have been suspended. The repurchase program has no expiration date.
-31-
Performance Graph
The following graph compares the Company’s common stock performance with the performance of the S&P 500 Index, the S&P Mid Cap 400 Gas Utility Index and the S&P 1500 Oil & Gas Exploration & Production Index for the period September 30, 2020 through September 30, 2025. The graph assumes that the value of the investment in the Company’s common stock and in each index was $100 on September 30, 2020 and that all dividends were reinvested.
2020 2021 2022 2023 2024 2025
National Fuel $100 $136 $164 $144 $174 $272
S&P 500 Index $100 $129 $109 $133 $181 $213
S&P Mid Cap 400 Gas Utility Index (S4GASU) $100 $123 $126 $114 $136 $173
S&P 1500 Oil & Gas Exp & Prod Index (S15OILP) $100 $240 $359 $423 $402 $403
Source: Bloomberg
The performance graph above is furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933 unless specifically identified therein as being incorporated therein by reference. The performance graph is not soliciting material subject to Regulation 14A.
Item 6 (Reserved)
-32-