What changed in this filing

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Item 1. Financial Statements

2026-07-30 compared with 2026-04-30 · 173 added, 158 removed, 764 unchanged (30% of the section changed)

4 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

(Thousands of U.S.

17 unchanged sentences

Other Income (Expense):

Other Income 17,002 15,232 25,235 22,952

Other Income (Deductions) 11,866 8,534 37,100 31,486

Interest Expense on Long-Term Debt ( 33,181 ) ( 34,333 ) ( 96,776 ) ( 107,356 )

8 unchanged sentences

Dividends on Common Stock ( 52,745 ) ( 48,340 ) ( 154,419 ) ( 141,566 )

Balance at March 31 $ 2,340,168 $ 1,855,366 $ 2,340,168 $ 1,855,366

Balance at June 30 $ 2,426,044 $ 1,953,533 $ 2,426,044 $ 1,953,533

Earnings Per Common Share:

7 unchanged sentences

See Notes to Condensed Consolidated Financial Statements

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National Fuel Gas Company

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Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

(Thousands of U.S.

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69,729 148,888 116,637 ( 113,675 )

Reclassification Adjustment for Realized (Gains) Losses on Derivative Financial Instruments in Net Income 48,760 8,160 35,485 ( 21,344 )

Reclassification Adjustment for Realized Gains on Derivative Financial Instruments in Net Income ( 58,170 ) ( 2,258 ) ( 22,684 ) ( 23,601 )

Other Comprehensive Income (Loss), Before Tax 11,559 146,630 93,953 ( 137,276 )

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18,669 40,070 31,229 ( 30,593 )

Reclassification Adjustment for Income Tax Benefit (Expense) on Realized Losses (Gains) from Derivative Financial Instruments in Net Income

13,055 2,196 9,501 ( 5,744 )

Income Taxes – Net 12,469 ( 54,064 ) 22,060 ( 76,407 )

Reclassification Adjustment for Income Tax Expense on Realized Gains from Derivative Financial Instruments in Net Income ( 15,575 ) ( 608 ) ( 6,074 ) ( 6,352 )

Income Taxes (Benefits) – Net 3,094 39,462 25,155 ( 36,945 )

Other Comprehensive Income (Loss) 8,465 107,168 68,798 ( 100,331 )

1 unchanged sentence

See Notes to Condensed Consolidated Financial Statements

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National Fuel Gas Company

27 unchanged sentences

See Notes to Condensed Consolidated Financial Statements

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National Fuel Gas Company

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See Notes to Condensed Consolidated Financial Statements

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National Fuel Gas Company

Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

(Thousands of U.S.

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Net Cash Provided by (Used in) Financing Activities 911,690 ( 243,217 )

Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash ( 16,570 ) 53,084

Cash, Cash Equivalents, and Restricted Cash at October 1 43,166 38,222

Cash, Cash Equivalents, and Restricted Cash at March 31 $ 26,596 $ 91,306

Net Increase in Cash and Cash Equivalents 1,192,012 1,095

Cash and Cash Equivalents at October 1 43,166 38,222

Cash and Cash Equivalents at June 30 $ 1,235,178 $ 39,317

Supplemental Disclosure of Cash Flow Information

2 unchanged sentences

See Notes to Condensed Consolidated Financial Statements

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National Fuel Gas Company

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The consolidated financial statements for the year ended September 30, 2026 will be audited by the Company's independent registered public accounting firm after the end of the fiscal year.

The earnings for the six months ended March 31, 2026 should not be taken as a prediction of earnings for the entire fiscal year ending September 30, 2026.

The earnings for the nine months ended June 30, 2026 should not be taken as a prediction of earnings for the entire fiscal year ending September 30, 2026.

Most of the business of the Utility segment is seasonal in nature and is influenced by weather conditions.

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Consolidated Statements of Cash Flows.

The components, as reported on the Company's Consolidated Balance Sheets, of the total cash, cash equivalents, and restricted cash presented on the Statement of Cash Flows are as follows (in thousands):

Six Months Ended

March 31, 2026 Six Months Ended

March 31, 2025

March 31, 2026 Balance at October 1, 2025 Balance at

March 31, 2025 Balance at October 1, 2024

Cash and Temporary Cash Investments $ 26,596 $ 43,166 $ 39,954 $ 38,222

Cash Held in Trust for Bondholders — — 51,352 —

Cash, Cash Equivalents, and Restricted Cash $ 26,596 $ 43,166 $ 91,306 $ 38,222

The Statement of Cash Flows for the nine months ended June 30, 2026 and nine months ended June 30, 2025 reconciles the net increase in cash and cash equivalents, which consists solely of cash and temporary cash investments for the periods presented.

The Company did not have any restricted cash at June 30, 2026, October 1, 2025, June 30, 2025 or October 1, 2024.

The Company considers all highly liquid debt instruments purchased with a maturity date of generally three months or less to be cash equivalents.

Cash Held in Trust for Bondholders is the only restricted cash recorded on the Consolidated Balance Sheet.

It relates to the cancellation and discharge of the Company's obligations under its 1974 indenture covenants.

Cash and Temporary Cash Investments at June 30, 2026 includes cash proceeds from the June 2026 debt issuance reported as a financing activity in the Statement of Cash Flows.

The debt issuance is discussed in more detail in Note 7 – Capitalization.

Allowance for Uncollectible Accounts.

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Account balances have historically been written-off against the allowance approximately twelve months after the account is final billed or when it is anticipated that the receivable will not be recovered.

Starting in the quarter ended March 31, 2025, account balances are being written-off against the allowance

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approximately three months after the account is final billed or when it is anticipated that the receivable will not be recovered.

Starting in the quarter ended March 31, 2025, account balances are being written-off against the allowance approximately three months after the account is final billed or when it is anticipated that the receivable will not be recovered.

This change in policy was initiated to better match the timing of write-offs with the recovery of uncollectible expense in rates and resulted in a one-time cumulative adjustment to the allowance during the quarter ended March 31, 2025.

Activity in the allowance for uncollectible accounts for the six months ended March 31, 2026 and 2025 are as follows (in thousands):

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Activity in the allowance for uncollectible accounts for the nine months ended June 30, 2026 and 2025 are as follows (in thousands):

Balance at Beginning of Period Additions Charged to Costs and Expenses Discounts on Purchased Receivables Net Accounts Receivable Written-Off Balance at End of Period

Six Months Ended March 31, 2026

Nine Months Ended June 30, 2026

Allowance for Uncollectible Accounts $ 17,099 $ 14,903 $ 912 $ ( 9,303 ) $ 23,611

Six Months Ended March 31, 2025

Nine Months Ended June 30, 2025

Allowance for Uncollectible Accounts $ 26,194 $ 17,758 $ 807 $ ( 21,027 ) $ 23,732

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Gas stored underground normally declines during the first and second quarters of the year as storage quantities are withdrawn and increases in the third and fourth quarters as storage quantities are replenished.

In the Utility segment, the current cost of replacing gas withdrawn from storage is recorded in the Consolidated Statements of Income and a reserve for gas replacement is recorded in the Consolidated Balance Sheets under the caption “Other Accruals and Current Liabilities.” Such reserve, which amounted to $ 47.4 million at March 31, 2026, is reduced to zero by September 30 of each year as the inventory is replenished.

In the Utility segment, the current cost of replacing gas withdrawn from storage is recorded in the Consolidated Statements of Income and a reserve for gas replacement is recorded in the Consolidated Balance Sheets under the caption “Other Accruals and Current Liabilities.” Such reserve, which amounted to $ 19.8 million at June 30, 2026, is reduced to zero by September 30 of each year as the inventory is replenished.

Property, Plant and Equipment.

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The Company does not recognize any gain or loss on the sale or other disposition of properties unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves attributable to a cost center.

The Company's capitalized costs relating to exploration and production activities, net of accumulated depreciation, depletion and amortization, were $ 2.59 billion and $ 2.46 billion at March 31, 2026 and September 30, 2025, respectively.

The Company's capitalized costs relating to exploration and production activities, net of accumulated depreciation, depletion and amortization, were $ 2.64 billion and $ 2.46 billion at June 30, 2026 and September 30, 2025, respectively.

Capitalized costs include costs related to unproved properties, which are excluded from amortization until proved reserves are found or it is determined that the unproved properties are impaired.

Such costs amounted to $ 109.3 million and $ 112.4 million at March 31, 2026 and September 30, 2025, respectively.

Such costs amounted to $ 112.5 million and $ 112.4 million at June 30, 2026 and September 30, 2025, respectively.

All costs related to unproved properties are reviewed quarterly to determine if impairment has occurred.

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If capitalized costs, net of accumulated depreciation, depletion and amortization and related deferred income taxes, exceed the ceiling at the end of any quarter, a permanent non-cash impairment is required to be charged to earnings in that quarter.

At March 31, 2026, the ceiling exceeded the book value of the exploration and production properties by approximately $ 1.6 billion.

At June 30, 2026, the ceiling exceeded the book value of the exploration and production properties by approximately $ 1.4 billion.

The book value of the exploration and production properties exceeded the ceiling at December 31, 2024.

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A deferred income tax benefit of $ 29.2 million related to the non-cash impairment charge was also recognized for the quarter ended December 31, 2024.

In adjusting estimated future net cash flows for hedging under the ceiling test at March 31, 2026, estimated future net cash flows were increased by $ 59.5 million.

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The Integrated Upstream and Gathering segment also has items of property, plant and equipment that are accounted for outside of the provisions of the full cost method of accounting, including water disposal assets used in its upstream operations as well as gathering lines and compressor stations associated with its gathering operations, all of which are recorded at historical cost.

In adjusting estimated future net cash flows for hedging under the ceiling test at June 30, 2026, estimated future net cash flows were increased by $ 67.8 million.

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historical cost.

As discussed in Note 4 – Fair Value Measurements, an impairment charge related to certain water disposal assets was recorded in the Integrated Upstream and Gathering segment at December 31, 2024.

The principal assets of the Utility and Pipeline and Storage segments, consisting primarily of gas distribution pipelines, transmission pipelines, storage facilities and compressor stations, are recorded at historical cost.

There were no indications of any impairments to property, plant and equipment in the Utility and Pipeline and Storage segments at March 31, 2026.

There were no indications of any impairments to property, plant and equipment in the Utility and Pipeline and Storage segments at June 30, 2026.

Accumulated Other Comprehensive Income (Loss).

The components of Accumulated Other Comprehensive Income (Loss) and changes for the six months ended March 31, 2026 and 2025, net of related tax effect, are as follows (amounts in parentheses indicate debits) (in thousands):

The components of Accumulated Other Comprehensive Income (Loss) and changes for the nine months ended June 30, 2026 and 2025, net of related tax effect, are as follows (amounts in parentheses indicate debits) (in thousands):

Gains and Losses on Derivative Financial Instruments Funded Status of the Pension and Other Post-Retirement Benefit Plans Total

Three Months Ended March 31, 2026

Balance at January 1, 2026 $ 46,182 $ ( 79,172 ) $ ( 32,990 )

Three Months Ended June 30, 2026

Balance at April 1, 2026 $ 80,283 $ ( 79,172 ) $ 1,111

Other Comprehensive Gains and Losses Before Reclassifications

51,060 — 51,060

Amounts Reclassified From Other Comprehensive Loss 35,705 — 35,705

Balance at March 31, 2026 $ 80,283 $ ( 79,172 ) $ 1,111

Six Months Ended March 31, 2026

Amounts Reclassified From Other Comprehensive Income ( 42,595 ) — ( 42,595 )

Balance at June 30, 2026 $ 88,748 $ ( 79,172 ) $ 9,576

Nine Months Ended June 30, 2026

Balance at October 1, 2025 $ 19,950 $ ( 79,172 ) $ ( 59,222 )

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85,408 — 85,408

Amounts Reclassified From Other Comprehensive Loss 25,984 — 25,984

Balance at March 31, 2026 $ 80,283 $ ( 79,172 ) $ 1,111

Three Months Ended March 31, 2025

Balance at January 1, 2025 $ ( 4,878 ) $ ( 71,275 ) $ ( 76,153 )

Amounts Reclassified From Other Comprehensive Income ( 16,610 ) — ( 16,610 )

Balance at June 30, 2026 $ 88,748 $ ( 79,172 ) $ 9,576

Three Months Ended June 30, 2025

Balance at April 1, 2025 $ ( 151,700 ) $ ( 71,275 ) $ ( 222,975 )

Other Comprehensive Gains and Losses Before Reclassifications

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Amounts Reclassified From Other Comprehensive Loss ( 1,650 ) — ( 1,650 )

Balance at March 31, 2025 $ ( 151,700 ) $ ( 71,275 ) $ ( 222,975 )

Six Months Ended March 31, 2025

Balance at June 30, 2025 $ ( 44,532 ) $ ( 71,275 ) $ ( 115,807 )

Nine Months Ended June 30, 2025

Balance at October 1, 2024 $ 55,799 $ ( 71,275 ) $ ( 15,476 )

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Amounts Reclassified From Other Comprehensive Loss ( 17,249 ) — ( 17,249 )

Balance at March 31, 2025 $ ( 151,700 ) $ ( 71,275 ) $ ( 222,975 )

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Balance at June 30, 2025 $ ( 44,532 ) $ ( 71,275 ) $ ( 115,807 )

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Reclassifications Out of Accumulated Other Comprehensive Income (Loss).

The details about the reclassification adjustments out of accumulated other comprehensive income (loss) for the six months ended March 31, 2026 and 2025 are as follows (amounts in parentheses indicate debits to the income statement) (in thousands):

The details about the reclassification adjustments out of accumulated other comprehensive income (loss) for the nine months ended June 30, 2026 and 2025 are as follows (amounts in parentheses indicate debits to the income statement) (in thousands):

Details About Accumulated Other Comprehensive Income (Loss) Components Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) Affected Line Item in the Statement Where Net Income is Presented

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2026 2025 2026 2025

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The components of the Company’s Other Current Assets are as follows (in thousands):

At March 31, 2026 At September 30, 2025

At June 30, 2026 At September 30, 2025

Prepayments $ 23,159 $ 16,477

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The components of the Company’s Other Accruals and Current Liabilities are as follows (in thousands):

At March 31, 2026 At September 30, 2025

At June 30, 2026 At September 30, 2025

Accrued Capital Expenditures $ 63,908 $ 45,932

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For purposes of determining earnings per common share, the potentially dilutive securities the Company had outstanding were restricted stock units and performance shares.

For the quarter and six months ended March 31, 2026, the diluted weighted average shares outstanding shown on the Consolidated Statements of Income reflects the potential dilution as a result of these

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For the quarter and nine months ended June 30, 2026, the diluted weighted average shares outstanding shown on the Consolidated Statements of Income reflects the potential dilution as a result of these

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securities as determined using the Treasury Stock Method.

Restricted stock units and performance shares that are antidilutive are excluded from the calculation of diluted earnings per common share.

There were 99 securities and 2,072 securities excluded as being antidilutive for the quarter and six months ended March 31, 2026, respectively.

There were 30 securities excluded as being antidilutive for the quarter ended March 31, 2025.

There were no securities excluded as being antidilutive for the six months ended March 31, 2025.

There were zero securities and 3,055 securities excluded as being antidilutive for the quarter and nine months ended June 30, 2026, respectively.

There were 1,126 securities and 1,097 securities excluded as being antidilutive for the quarter and nine months ended June 30, 2025.

Share Repurchases.

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Stock-Based Compensation.

The Company granted 137,995 performance shares during the six months ended March 31, 2026.

The weighted average fair value of such performance shares was $ 62.07 per share for the six months ended March 31, 2026.

The Company granted 137,995 performance shares during the nine months ended June 30, 2026.

The weighted average fair value of such performance shares was $ 62.07 per share for the nine months ended June 30, 2026.

Performance shares are an award constituting units denominated in common stock of the Company, the number of which may be adjusted over a performance cycle based upon the extent to which performance goals have been satisfied.

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The performance shares do not entitle the participant to receive dividends during the vesting period.

The performance shares granted during the six months ended March 31, 2026 include awards that must meet a performance goal related to relative total shareholder return over a three-year performance cycle ("TSR Performance Shares").

The performance shares granted during the nine months ended June 30, 2026 include awards that must meet a performance goal related to relative total shareholder return over a three-year performance cycle ("TSR Performance Shares").

The performance goal related to the TSR Performance Shares over the three-year performance cycle is the Company’s three-year total shareholder return relative to the three-year total shareholder return of other companies in a group selected by the Compensation Committee ("Report Group").

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This price is multiplied by the number of TSR Performance Shares awarded, the result of which is recorded as compensation expense over the vesting term of the award.

The Company granted 128,755 restricted stock units during the six months ended March 31, 2026.

The weighted average fair value of such restricted stock units was $ 77.75 per share for the six months ended March 31, 2026.

The Company granted 134,755 restricted stock units during the nine months ended June 30, 2026.

The weighted average fair value of such restricted stock units was $ 77.50 per share for the nine months ended June 30, 2026.

Restricted stock units represent the right to receive shares of common stock of the Company (or the equivalent value in cash or a combination of cash and shares of common stock of the Company, as determined by the Company) at the end of a specified time period.

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This acquisition will add significant regulated scale for the Company, doubling the size of the Company’s gas utility rate base, while expanding its operations beyond New York and Pennsylvania into the neighboring state of Ohio, a state with a constructive regulatory and political environment that is supportive of natural gas.

Closing is expected to occur in the fourth quarter of calendar 2026, pending completion of a review with the PUCO and other customary closing conditions.

Closing is expected to occur on October 1, 2026.

The purchase price will include a combination of $ 1.42 billion in cash and a $ 1.2 billion promissory note to be issued by the Company to the Seller at closing.

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Permanent financing, inclusive of the amount to repay the promissory note, is expected to consist of long-term debt and common equity, along with expected future free cash flow.

In that regard, on December 17, 2025, the Company completed the issuance and sale, in a private placement, of 4,402,513 shares of the Company's common stock, par value $ 1.00

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per share, at a price of $ 79.50 per share.

In that regard, on December 17, 2025, the Company completed the issuance and sale, in a private placement, of 4,402,513 shares of the Company's common stock, par value $ 1.00 per share, at a price of $ 79.50 per share.

After deducting placement fees, the net proceeds to the Company amounted to $ 338.4 million.

Furthermore, as discussed in Note 7 – Capitalization, the Company issued $ 1.5 billion of long-

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term debt on June 10, 2026.

After deducting underwriting discounts, commissions and other debt issuance costs, the net proceeds to the Company amounted to $ 1,481.2 million.

After redeeming certain notes scheduled to mature on October 1, 2026 with a portion of the net proceeds, the Company invested the remaining net proceeds from the debt issuance in temporary cash investments and expects to use that cash to fund a substantial portion of the purchase price at closing.

In connection with its entry into the Purchase Agreement, the Company entered into a senior unsecured bridge loan facility commitment letter supported by The Toronto-Dominion Bank (“TD Bank”), New York Branch and Wells Fargo Bank, National Association (together with TD Bank, the “Commitment Parties”), as well as a 364 -day term loan facility commitment letter supported by the Commitment Parties and additional banks, all of which are lenders under the Company’s primary credit facility.

The combination of both facilities fully supports any portion of the purchase price that has not been permanently financed.

The total commitment under both facilities, as adjusted for the equity issuance mentioned in the previous paragraph, is currently $ 2.28 billion.

The combination of both facilities was designed to fully support any portion of the purchase price that had not been permanently financed.

Given the permanent financing in place, as mentioned in the previous paragraph, the Company terminated the 364 -day term loan facility commitment letter effective June 10, 2026.

The remaining commitment under the senior unsecured bridge loan facility commitment letter is currently $ 1.10 billion.

Note 3 – Revenue from Contracts with Customers

The following tables provide a disaggregation of the Company's revenues for the quarter and six months ended March 31, 2026 and 2025, presented by type of service from each reportable segment.

The following tables provide a disaggregation of the Company's revenues for the quarter and nine months ended June 30, 2026 and 2025, presented by type of service from each reportable segment.

As reported in the Company's 2025 Form 10-K, the segment reporting structure was modified to merge the Exploration and Production segment and Gathering segment into one reportable segment called Integrated Upstream and Gathering.

Prior year disaggregation of revenue information shown below has been restated to reflect this change in presentation.

Quarter Ended March 31, 2026 (Thousands)

Quarter Ended June 30, 2026 (Thousands)

Revenues By Type of Service Integrated Upstream and Gathering Pipeline and Storage Utility Total Reportable Segments All Other Corporate and Intersegment Eliminations Total Consolidated

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Total Revenues $ 302,516 $ 106,541 $ 165,500 $ 574,557 $ — $ ( 37,060 ) $ 537,497

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Six Months Ended March 31, 2026 (Thousands)

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Nine Months Ended June 30, 2026 (Thousands)

Revenues By Type of Service Integrated Upstream and Gathering Pipeline and Storage Utility Total Reportable Segments All Other Corporate and Intersegment Eliminations Total Consolidated

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Total Revenues $ 984,561 $ 324,905 $ 850,552 $ 2,160,018 $ — $ ( 112,641 ) $ 2,047,377

Quarter Ended March 31, 2025 (Thousands)

Quarter Ended June 30, 2025 (Thousands)

Revenues By Type of Service Integrated Upstream and Gathering Pipeline and Storage Utility Total Reportable Segments All Other Corporate and Intersegment Eliminations Total Consolidated

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Total Revenues $ 306,402 $ 105,579 $ 157,523 $ 569,504 $ — $ ( 37,674 ) $ 531,830

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Six Months Ended March 31, 2025 (Thousands)

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Nine Months Ended June 30, 2025 (Thousands)

Revenues By Type of Service Integrated Upstream and Gathering Pipeline and Storage Utility Total Reportable Segments All Other Corporate and Intersegment Eliminations Total Consolidated

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The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

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The following table sets forth, by level within the fair value hierarchy, the Company's financial assets and liabilities (as applicable) that were accounted for at fair value on a recurring basis as of March 31, 2026 and September 30, 2025.

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Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Recurring Fair Value Measures At fair value as of March 31, 2026

Recurring Fair Value Measures At fair value as of June 30, 2026

(Thousands of Dollars) Level 1 Level 2 Level 3 Netting

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The net asset or net liability for each counterparty is recorded as an asset or liability on the Company’s balance sheet.

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The following table presents impairments of assets associated with certain nonrecurring fair value measurements within Level 3 of the fair value hierarchy as of March 31, 2026 and 2025 (in thousands):

Nonrecurring Fair Value Measures Six Months Ended March 31,

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The following table presents impairments of assets associated with certain nonrecurring fair value measurements within Level 3 of the fair value hierarchy as of June 30, 2026 and 2025 (in thousands):

Nonrecurring Fair Value Measures Nine Months Ended June 30,

Segment Date of Measurement Fair Value 2026 2025

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Derivative Financial Instruments

The derivative financial instruments reported in Level 2 at March 31, 2026 and September 30, 2025 include natural gas price swap agreements, natural gas no cost collars, and foreign currency contracts, all of which are used in the Company’s Integrated Upstream and Gathering segment.

The derivative financial instruments reported in Level 2 at June 30, 2026 and September 30, 2025 include natural gas price swap agreements, natural gas no cost collars, and foreign currency contracts, all of which are used in the Company’s Integrated Upstream and Gathering segment.

The fair value of the Level 2 price swap agreements and no cost collars is based on an internal cash flow model that uses observable inputs (i.e.

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The authoritative guidance for fair value measurements and disclosures require consideration of the impact of nonperformance risk (including credit risk) from a market participant perspective in the measurement of the fair value of assets and liabilities.

At March 31, 2026, the Company determined that nonperformance risk associated with the price swap agreements, no cost collars and foreign currency contracts would have no material impact on its financial position or results of operation.

At June 30, 2026, the Company determined that nonperformance risk associated with the price swap agreements, no cost collars and foreign currency contracts would have no material impact on its financial position or results of operation.

To assess nonperformance risk, the Company considered information such as any applicable collateral posted, master netting arrangements, and applied a market-based method by using the counterparty's (assuming the derivative is in a gain position) or the Company’s (assuming the derivative is in a loss position) credit default swaps rates.

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Based on these criteria, the fair market value of long-term debt, including current portion, was as follows (in thousands):

March 31, 2026 September 30, 2025

June 30, 2026 September 30, 2025

Amount Fair Value Carrying

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Given the short-term nature of the notes payable to banks and commercial paper, the Company believes cost is a reasonable approximation of fair value.

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Other Investments.

The components of the Company's Other Investments are as follows (in thousands):

At March 31, 2026 At September 30, 2025

At June 30, 2026 At September 30, 2025

Life Insurance Contracts $ 41,561 $ 44,478

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The duration of the Company’s cash flow hedges and foreign currency forward contracts do not typically exceed 5 years.

The Company has presented its net derivative assets and liabilities as “Fair Value of Derivative Financial Instruments” on its Consolidated Balance Sheets at March 31, 2026 and September 30, 2025.

The Company has presented its net derivative assets and liabilities as “Fair Value of Derivative Financial Instruments” on its Consolidated Balance Sheets at June 30, 2026 and September 30, 2025.

Cash Flow Hedges

For derivative financial instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative is reported as a component of other comprehensive income (loss) and reclassified into earnings in the period or periods during which the hedged transaction affects earnings.

As of March 31, 2026, the Company had 374.1 Bcf of natural gas commodity derivative contracts (swaps and no cost collars) outstanding.

As of March 31, 2026, the Company was hedging a total of $ 38.5 million of forecasted transportation costs denominated in Canadian dollars with foreign currency forward contracts.

As of March 31, 2026, the Company had $ 80.3 million of net hedging gains after taxes included in the accumulated other comprehensive income (loss) balance.

As of June 30, 2026, the Company had 313.8 Bcf of natural gas commodity derivative contracts (swaps and no cost collars) outstanding.

As of June 30, 2026, the Company was hedging a total of $ 36.1 million of forecasted transportation costs denominated in Canadian dollars with foreign currency forward contracts.

As of June 30, 2026, the Company had $ 88.7 million of net hedging gains after taxes included in the accumulated other comprehensive income (loss) balance.

Of this amount, it is expected that $ 72.9 million of unrealized gains after taxes will be reclassified into the Consolidated Statement of Income within the next 12 months as the underlying hedged transactions are recorded in earnings.

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The Effect of Derivative Financial Instruments on the Statement of Financial Performance for the

Three Months Ended March 31, 2026 and 2025 (Thousands of Dollars)

Three Months Ended June 30, 2026 and 2025 (Thousands of Dollars)

Derivatives in Cash Flow Hedging Relationships Amount of Derivative Gain or (Loss) Recognized in Other Comprehensive Income (Loss) on

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Three Months Ended

March 31, Location of Derivative Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) on the Consolidated Balance Sheet into the Consolidated Statement of Income Amount of Derivative Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) on the Consolidated Balance Sheet into the Consolidated Statement of Income for the

June 30, Location of Derivative Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) on the Consolidated Balance Sheet into the Consolidated Statement of Income Amount of Derivative Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) on the Consolidated Balance Sheet into the Consolidated Statement of Income for the

Three Months Ended

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The Effect of Derivative Financial Instruments on the Statement of Financial Performance for the

Six Months Ended March 31, 2026 and 2025 (Thousands of Dollars)

Nine Months Ended June 30, 2026 and 2025 (Thousands of Dollars)

Derivatives in Cash Flow Hedging Relationships Amount of Derivative Gain or

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Comprehensive Income (Loss)

Six Months Ended

Nine Months Ended

(Loss) Reclassified from

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Income for the

Six Months Ended

Nine Months Ended

2026 2025 2026 2025

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The Company has over-the-counter swap positions, no cost collars and applicable foreign currency forward contracts with seventeen counterparties of which sixteen are in a net gain position.

On average, the Company had $ 7.3 million of credit exposure per counterparty in a gain position at March 31, 2026.

The maximum credit exposure of a single counterparty in a gain position at March 31, 2026 was $ 14.3 million.

As of March 31, 2026, no collateral was received from the counterparties by the Company.

On average, the Company had $ 8.0 million of credit exposure per counterparty in a gain position at June 30, 2026.

The maximum credit exposure of a single counterparty in a gain position at June 30, 2026 was $ 14.5 million.

As of June 30, 2026, no collateral was received from the counterparties by the Company.

The Company's gain position on such derivative financial instruments had not exceeded the established thresholds at which the counterparties would be required to post collateral, nor had the counterparties' credit ratings declined to levels at which the counterparties were required to post collateral.

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If the Company’s outstanding derivative instrument contracts with a credit-risk contingency feature were in a liability position (or if the liability were larger) and/or the Company’s credit rating declined, then hedging collateral deposits or an increase to such deposits could be required.

At March 31, 2026, the fair market value of the derivative financial instrument

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liabilities with a credit-risk related contingency feature was $ 0.2 million according to the Company's internal model (discussed in Note 4 – Fair Value Measurements), and no hedging collateral deposits were required to be posted by the Company at March 31, 2026.

At June 30, 2026, the fair market value of the derivative financial instrument

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liabilities with a credit-risk related contingency feature was $ 0.3 million according to the Company's internal model (discussed in Note 4 – Fair Value Measurements), and no hedging collateral deposits were required to be posted by the Company at June 30, 2026.

Depending on the movement of commodity prices in the future, it is possible that these liability positions could swing into asset positions, at which point the Company would be exposed to credit risk on its derivative financial instruments.

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Note 6 – Income Taxes

The effective tax rates for the quarters ended March 31, 2026 and March 31, 2025 were 25.0 % and 24.8 %, respectively.

The effective income tax rate for the quarter ended March 31, 2026 was generally consistent with the prior year quarter ended March 31, 2025.

The effective tax rates for the six months ended March 31, 2026 and March 31, 2025 were 24.9 % and 24.0 %, respectively.

The change in the effective income tax rate was primarily driven by the impact of the impairment of the exploration and production properties under the ceiling test, as well as an impairment of certain water disposal assets, both of which were recorded in the quarter ended December 31, 2024, which resulted in a smaller income tax expense on income before income taxes to be recorded during the six months ended March 31, 2025.

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The effective tax rates for the quarters ended June 30, 2026 and June 30, 2025 were 25.0 % and 25.4 %, respectively.

The effective income tax rate for the quarter ended June 30, 2026 was generally consistent with the prior year quarter ended June 30, 2025.

The effective tax rates for the nine months ended June 30, 2026 and June 30, 2025 were 24.9 % and 24.5 %, respectively.

The effective income tax rate for the nine months ended June 30, 2026 was generally consistent with the prior year nine months ended June 30, 2025.

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Note 7 – Capitalization

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Shares Amount

Balance at January 1, 2026 95,017 $ 95,017 $ 1,382,593 $ 2,143,340 $ ( 32,990 )

Balance at April 1, 2026 95,027 $ 95,027 $ 1,388,193 $ 2,340,168 $ 1,111

Net Income Available for Common Stock 138,621

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Common Stock Issued Under Stock and Benefit Plans 9 9 703

Balance at March 31, 2026 95,027 $ 95,027 $ 1,388,193 $ 2,340,168 $ 1,111

Balance at June 30, 2026 95,036 $ 95,036 $ 1,393,023 $ 2,426,044 $ 9,576

Balance at October 1, 2025 90,379 $ 90,379 $ 1,050,918 $ 2,012,529 $ ( 59,222 )

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Common Stock Issued (Repurchased) Under Stock and Benefit Plans 254 254 ( 4,568 )

Balance at March 31, 2026 95,027 $ 95,027 $ 1,388,193 $ 2,340,168 $ 1,111

Balance at January 1, 2025 90,613 $ 90,613 $ 1,039,705 $ 1,698,648 $ ( 76,153 )

Balance at June 30, 2026 95,036 $ 95,036 $ 1,393,023 $ 2,426,044 $ 9,576

Balance at April 1, 2025 90,398 $ 90,398 $ 1,042,822 $ 1,855,366 $ ( 222,975 )

Net Income Available for Common Stock 149,818

Dividends Declared on Common Stock ($ 0.535 Per Share)

Other Comprehensive Loss, Net of Tax ( 146,822 )

Other Comprehensive Income, Net of Tax 107,168

Share-Based Payment Expense (1)

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Share Repurchases Under Repurchase Plan ( 54 ) ( 54 ) ( 630 ) ( 3,311 )

Balance at March 31, 2025 90,398 $ 90,398 $ 1,042,822 $ 1,855,366 $ ( 222,975 )

Balance at June 30, 2025 90,356 $ 90,356 $ 1,047,406 $ 1,953,533 $ ( 115,807 )

Balance at October 1, 2024 91,006 $ 91,006 $ 1,045,487 $ 1,727,326 $ ( 15,476 )

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Share Repurchases Under Repurchase Plan ( 829 ) ( 829 ) ( 9,615 ) ( 43,389 )

Balance at March 31, 2025 90,398 $ 90,398 $ 1,042,822 $ 1,855,366 $ ( 222,975 )

Balance at June 30, 2025 90,356 $ 90,356 $ 1,047,406 $ 1,953,533 $ ( 115,807 )

(1) Paid in Capital includes compensation costs associated with performance shares and/or restricted stock awards.

The expense is included within Net Income Available For Common Stock, net of tax benefits.

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Common Stock.

Common stock share activity during the six months ended March 31, 2026 consisted of the following items:

Six Months Ended March 31, 2026

Common stock share activity during the nine months ended June 30, 2026 consisted of the following items:

Nine Months Ended June 30, 2026

Vesting of Restricted Stock Units 140,895

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Common Stock Issued from Sale of Common Stock 4,402,513

Total Common Stock Issued During the Six Months Ended March 31, 2026 4,648,352

Total Common Stock Issued During the Nine Months Ended June 30, 2026 4,656,580

(1) The Company considers all shares tendered as cancelled shares restored to the status of authorized but unissued shares, in accordance with New Jersey law.

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Current Portion of Long-Term Debt.

The Current Portion of Long-Term Debt at March 31, 2026 consisted of $ 300.0 million of 5.50 % notes with a maturity date in October 2026.

None of the Company's long-term debt as of June 30, 2026 had a maturity date within the following twelve month period.

The Current Portion of Long-Term Debt at September 30, 2025 consisted of a $ 300.0 million long-term delayed draw term loan with a maturity date in February 2026 that was repaid in January 2026.

Long-Term Debt.

On June 10, 2026, the Company had the following long-term debt issuances:

Amount of Issuance

(in millions) Maturity

Rate Net Proceeds Received

(in millions)

$ 500.0 5/15/2029 4.75 % $ 495.6

$ 500.0 10/15/2031 5.05 % $ 494.2

10 -Year Note

$ 500.0 5/15/2036 5.50 % $ 491.4

The holders of these notes may require the Company to repurchase their notes at a price equal to 101 % of the principal amount in the event of both a change in control and a ratings downgrade to a rating below investment grade.

Additionally, the interest rate payable on the notes will be subject to adjustment from time to time, with a maximum adjustment of 2.00 %, such that the coupon will not exceed 6.75 % on the 4.75 % notes, 7.05 % on the 5.05 % notes and 7.50 % on the 5.50 % notes, if certain change of control events involving a material subsidiary result in a downgrade of the credit rating assigned to the notes to a rating below investment grade.

A downgrade with a resulting increase to the coupon does not preclude the coupon from returning to its original rate if the Company's credit rating is subsequently upgraded.

If the CenterPoint Ohio acquisition is not consummated for any reason, the Company will be required to redeem the notes in a special mandatory redemption at a price equal to 101 % of the principal amount of the notes.

The proceeds of these debt issuances will be used principally to fund a portion of the CenterPoint Ohio acquisition, including the payment of related fees and expenses.

In addition, a portion of the

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proceeds was used for general corporate purposes, including the June 11, 2026 redemption of $ 300.0 million of the Company's 5.50 % notes that were scheduled to mature in October 2026.

The Company redeemed those notes for $ 301.2 million, plus accrued interest.

In the Integrated Upstream and Gathering segment, the call premium of $ 0.4 million was recorded to Interest Expense on Long-Term Debt on the Consolidated Income Statement during the quarter ended June 30, 2026, and in the Pipeline and Storage and Utility segments, call premiums of $ 0.2 million and $ 0.6 million, respectively, were recorded to Unamortized Debt Expense on the Consolidated Balance Sheet as of June 30, 2026.

Note 8 – Commitments and Contingencies

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It is the Company’s policy to accrue estimated environmental clean-up costs (investigation and remediation) when such amounts can reasonably be estimated and it is probable that the Company will be required to incur such costs.

At March 31, 2026, the Company has estimated its remaining clean-up costs related to former manufactured gas plant sites will be approximately $ 3.1 million.

The Company's liability for such clean-up costs has been recorded in Other Liabilities on the Consolidated Balance Sheet at March 31, 2026.

The Company has a regulatory liability of $ 0.5 million related to environmental clean-up costs at March 31, 2026 and is currently not aware of any material additional exposure to environmental liabilities.

At June 30, 2026, the Company has estimated its remaining clean-up costs related to former manufactured gas plant sites will be approximately $ 2.9 million.

The Company's liability for such clean-up costs has been recorded in Other Liabilities on the Consolidated Balance Sheet at June 30, 2026.

The Company has a regulatory liability of less than $ 0.1 million related to environmental clean-up costs at June 30, 2026 and is currently not aware of any material additional exposure to environmental liabilities.

However, changes in environmental laws and regulations, new information or other factors could have an adverse financial impact on the Company.

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These matters may involve state and federal taxes, safety, compliance with regulations, rate base, cost of service and purchased gas cost issues, among other things.

While these other matters arising in the normal

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course of business could have a material effect on earnings and cash flows in the period in which they are resolved, an estimate of the possible loss or range of loss, if any, cannot be made at this time.

While these other matters arising in the normal course of business could have a material effect on earnings and cash flows in the period in which they are resolved, an estimate of the possible loss or range of loss, if any, cannot be made at this time.

Note 9 – Business Segment Information

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The Pipeline and Storage segment operations are regulated by the FERC for both Supply Corporation and Empire.

Supply Corporation transports and stores natural gas for utilities (including Distribution Corporation), natural gas marketers, exploration and production companies (including Seneca) and pipeline companies serving northeastern United States markets.

Empire transports and stores natural gas for major industrial companies, utilities (including Distribution Corporation) and power producers in New York State.

Empire also transports natural gas for utilities (including Distribution Corporation), natural gas marketers and exploration and production companies (including Seneca) from producing areas in Pennsylvania to markets in New York and to interstate pipeline delivery points with access to additional markets in the northeastern United States and Canada.

Supply Corporation and Empire provide interstate natural gas transportation services for affiliated and nonaffiliated companies through integrated natural gas pipeline systems in Pennsylvania and New York.

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 Utility segment operations are regulated by the NYPSC and the PaPUC and are carried out by Distribution Corporation.

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As stated in the 2025 Form 10-K, the Company evaluates segment performance based on income before discontinued operations, when applicable.

If discontinued operations are not applicable, the Company evaluates performance based on net income.

If discontinued operations are not applicable, the Company evaluates performance based on net

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There have been no changes in the basis of segmentation or in the basis of measuring segment profit or loss from those used in the Company’s 2025 Form 10-K.

A listing of segment assets at March 31, 2026 and September 30, 2025 is shown in the tables below.

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Quarter Ended March 31, 2026

A listing of segment assets at June 30, 2026 and September 30, 2025 is shown in the tables below.

Quarter Ended June 30, 2026

Gathering Pipeline

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$ 146,327 $ 91,571 $ 46,956 $ 284,854 $ — $ 4,009 $ 288,863

Six Months Ended March 31, 2026

Nine Months Ended June 30, 2026

Gathering Pipeline

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Segment Assets:

At March 31, 2026 $ 4,011,274 $ 2,528,382 $ 2,692,866 $ 9,232,522 $ 9,888 $ ( 114,806 ) $ 9,127,604

At June 30, 2026 $ 4,120,435 $ 2,690,056 $ 2,621,401 $ 9,431,892 $ 10,496 $ 1,009,379 $ 10,451,767

At September 30, 2025 $ 3,701,646 $ 2,412,747 $ 2,534,289 $ 8,648,682 $ 8,704 $ 61,718 $ 8,719,104

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Quarter Ended March 31, 2025

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Quarter Ended June 30, 2025

Gathering Pipeline

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$ 150,007 $ 22,700 $ 50,025 $ 222,732 $ — $ 138 $ 222,870

Six Months Ended March 31, 2025

Nine Months Ended June 30, 2025

Gathering Pipeline

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(4) Corporate and All Other categories primarily represent other non-segment business activities and eliminating entries.

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Note 10 – Retirement Plan and Other Post-Retirement Benefits

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Retirement Plan Other Post-Retirement Benefits

Three Months Ended March 31, 2026 2025 2026 2025

Three Months Ended June 30, 2026 2025 2026 2025

Service Cost $ 861 $ 1,023 $ 105 $ 130

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Retirement Plan Other Post-Retirement Benefits

Six Months Ended March 31, 2026 2025 2026 2025

Nine Months Ended June 30, 2026 2025 2026 2025

Service Cost $ 2,584 $ 3,069 $ 315 $ 389

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Employer Contributions.

The Company did not make any contributions to its tax-qualified, noncontributory defined benefit retirement plan (Retirement Plan) during the six months ended March 31, 2026, and does not anticipate making any such contributions during the remainder of fiscal 2026.

The Company also did not make any contributions to its VEBA trusts for its other post-retirement benefits during the six months ended March 31, 2026, and does not anticipate making any such contributions during the remainder of fiscal 2026.

The Company did not make any contributions to its tax-qualified, noncontributory defined benefit retirement plan (Retirement Plan) during the nine months ended June 30, 2026, and does not anticipate making any such contributions during the remainder of fiscal 2026.

The Company also did not make any contributions to its VEBA trusts for its other post-retirement benefits during the nine months ended June 30, 2026, and does not anticipate making any such contributions during the remainder of fiscal 2026.

Note 11 – Regulatory Matters

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These revenue requirement increases are being reflected in customer bills on a levelized basis over the three-year rate plan.

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requirement for each year of the three-year plan has been reduced by $ 14 million for actuarial projections of income that is expected to be recognized for qualified pension and other post-retirement benefits.

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It also includes an earnings sharing mechanism, gas safety and customer service performance metrics (including maintaining the Company’s leak prone pipe replacement program), and provisions that will facilitate achievement of the emissions reduction goals of the CLCPA.

On May 5, 2026, Distribution Corporation filed a petition with the NYPSC for, among other things, authorization to implement a system modernization tracker reconciliation mechanism through which qualified leak prone pipe removal costs incurred by the Company would be tracked and recovered.

The petition remains pending with the Commission.

Pennsylvania Jurisdiction

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The 2023 Rate Order provided for, among other things, an increase in Distribution Corporation’s annual base rate operating revenues of $ 23 million and authorized a new weather normalization adjustment mechanism.

On April 10, 2024, Distribution Corporation filed with the PaPUC a petition for approval of a distribution system improvement charge (“DSIC”) to recover, between base rate cases, capital expenses related to eligible property constructed or installed to rehabilitate, improve and replace portions of the Company’s natural gas distribution system.

The DSIC petition was approved by the PaPUC on December 5, 2024 with a cap equivalent to 5 % of distribution revenues, and on January 1, 2025, the Company initiated recovery of eligible costs on incremental rate base added after September 30, 2024.

Effective April 1, 2026, the DSIC cap was met and the DSIC will be reset to zero when new base rates become effective as a result of the Company's recent rate filing.

On January 28, 2026, Distribution Corporation made a filing with the PaPUC seeking an increase in its annual base rate operating revenues of $ 19.7 million with a proposed effective date of March 29, 2026.

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As reflected in a February 19, 2026 PaPUC Order, the filing was suspended until October 29, 2026 by operation of law unless directed otherwise by the PaPUC.

During the quarter ended March 31, 2026, Distribution Corporation recovered $ 2.8 million from customers.

The DSIC cap has been met and the Company is unable to earn a return on incremental plant investments.

The DSIC will be reset to zero when new base rates become effective as a result of the Company's recent rate filing.

Final briefs were submitted in the case on July 1, 2026.

A decision is generally anticipated from the administrative law judge in August 2026.

FERC Jurisdiction

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The proposal also includes, among other things, a modernization cost recovery mechanism.

By regulation, the proposed rates will become effective November 1, 2026 subject to refund, unless the parties in the case reach a settlement.

On March 17, 2025, FERC approved an amendment to Empire's 2019 rate case settlement, which provides for a modest reduction in Empire’s transportation unit rates, effective November 1, 2025.

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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-Q

Item 1. Financial Statements