Item 5. Other Information
Item 5. Other Information
Trading Arrangements
During the quarter ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated any “Rule 10b5–1 trading arrangement” or any “non-Rule 10b5–1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
46
Table of Content
Item 6. Exhibits
Exhibit
Number
Description of Exhibit
• Securities Purchase Agreement, dated as of October 20, 2025, by and between National Fuel Gas Company and CenterPoint Energy Resources Corp. (Exhibit 10.1, Form 8-K dated October 21, 2025)*
• Amendment No. 2 to Credit Agreement, dated as of November 6, 2025, among National Fuel Gas Company, the Lenders party thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent (Exhibit 10.1, Form 10-K for fiscal year ended September 30, 2025)
• Amendment No. 1 to Term Loan Agreement, dated as of November 6, 2025, among National Fuel Gas Company, the Lenders party thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent (Exhibit 10.2, Form 10-K for fiscal year ended September 30, 2025)
• National Fuel Gas Company Annual Incentive Plan (Exhibit 10.1, Form 8-K dated December 10, 2025)
• Common Stock Subscription Agreement, dated as of December 12, 2025, by and among National Fuel Gas Company and the investors party thereto (Exhibit 10.1, Form 8-K dated December 15, 2025)
10.1 Form of Award Notice for Total Shareholder Return Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan
31.1 Written statements of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act.
31.2 Written statements of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act.
32•• Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99 National Fuel Gas Company Consolidated Statements of Income for the Twelve Months Ended December 3 1 , 2025 and 2024.
101 Interactive data files submitted pursuant to Regulation S-T, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Income and Earnings Reinvested in the Business for the three months ended December 31, 2025 and 2024, (ii) the Consolidated Statements of Comprehensive Income for the three months ended December 31, 2025 and 2024, (iii) the Consolidated Balance Sheets at December 31, 2025 and September 30, 2025, (iv) the Consolidated Statements of Cash Flows for the three months ended December 31, 2025 and 2024 and (v) the Notes to Condensed Consolidated Financial Statements.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
• Incorporated herein by reference as indicated.
•• In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the material contained in Exhibit 32 is “furnished” and not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except to the extent that the Registrant specifically incorporates it by reference.
* Certain schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the SEC, upon request, an unredacted copy of any schedule or attachment to this Exhibit.
47
Table of Content
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NATIONAL FUEL GAS COMPANY
(Registrant)
/s/ T. J. Silverstein
T. J. Silverstein
Treasurer and Chief Financial Officer
/s/ E. G. Mendel
E. G. Mendel
Controller and Chief Accounting Officer
Date: January 29, 2026
48
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.