NATIONAL FUEL GAS CO 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On October 1, 2025, the Company issued a total of 4,710 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 471 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 December 31, 2025. The Company issued an additional 628 unregistered shares in the aggregate on October 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 (“Securities Act”), as transactions not involving a public offering. On December 17, 2025, the Company completed the issuance and sale of 4,402,513 shares of the Company's common stock, par value $1.00 per share, to certain institutional investors, at a price of $79.50 per share. After deducting placement fees of $11.4 million from the aggregate offering price of $350.0 million, the net proceeds to the Company amounted to $338.6 million. The shares were sold and issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated thereunder, and in reliance on similar exemptions under applicable state laws. 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) Oct. 1 - 31, 2025 9,459 $88.20 — $82,094,302 Nov. 1 - 30, 2025 12,118 $79.35 — $82,094,302 Dec. 1 - 31, 2025 87,587 $82.12 — $82,094,302 Total 109,164 $82.44 — $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 109,164 shares purchased other than through a publicly announced share repurchase program, 31,742 were purchased for the Company's 401(k) plans and 77,422 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 December 31, 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.