
	Common Stock			Paid In Capital		Earnings Reinvested in the Business		Accumulated Other Comprehensive Income (Loss)
	Shares	Amount
	(Thousands, except per share amounts)
Balance at September 30, 2022	91,478	$	91,478	$	1,027,066	$	1,587,085	$	(625,733)
Net Income Available for Common Stock						476,866
Dividends Declared on Common Stock ($1.94 Per Share)						(178,095)


Other Comprehensive Income, Net of Tax								570,673
Share-Based Payment Expense(1)				18,746

Common Stock Issued (Repurchased) Under Stock and Benefit Plans	341	341		(5,051)
Balance at September 30, 2023	91,819	91,819		1,040,761		1,885,856		(55,060)
Net Income Available for Common Stock						77,513
Dividends Declared on Common Stock ($2.02 Per Share)						(185,220)

Other Comprehensive Income, Net of Tax								39,584
Share-Based Payment Expense(1)				19,868

Common Stock Issued (Repurchased) Under Stock and Benefit Plans	333	333		(1,955)
Share Repurchases Under Repurchase Plan	(1,146)	(1,146)		(13,187)		(50,823)
Balance at September 30, 2024	91,006	91,006		1,045,487		1,727,326		(15,476)
Net Income Available for Common Stock						518,504
Dividends Declared on Common Stock ($2.10 Per Share)						(189,919)
Other Comprehensive Loss, Net of Tax								(43,746)
Share-Based Payment Expense(1)				17,306
Common Stock Issued (Repurchased) Under Stock and Benefit Plans	202	202		(2,262)
Share Repurchases Under Repurchase Plan	(829)	(829)		(9,613)		(43,382)
Balance at September 30, 2025	90,379	$	90,379	$	1,050,918	$	2,012,529	$	(59,222)

The Company has various plans which allow shareholders, employees and others to purchase shares of the Company common stock. The National Fuel Gas Company Direct Stock Purchase and Dividend Reinvestment Plan allows shareholders to reinvest cash dividends and make cash investments in the Company’s common stock and provides investors the opportunity to acquire shares of the Company common stock without the payment of any brokerage commissions in connection with such acquisitions. The 401(k) plans allow employees the opportunity to invest in the Company common stock, in addition to a variety of other investment alternatives. Generally, at the discretion of the Company, shares purchased under these plans are either original issue shares purchased directly from the Company or shares purchased on the open market by an independent

During 2025, the Company issued 128,028 original issue shares of common stock for restricted stock units that vested and 108,799 original issue shares of common stock for performance shares that vested. Holders of stock-based compensation awards will often tender shares of common stock to the Company for payment of applicable withholding taxes. During 2025, 71,394 shares of common stock were tendered to the Company for such purposes. The Company considers all shares tendered as cancelled shares restored to the status of authorized but unissued shares, in accordance with New Jersey law.

The Company also has a director stock program under which it issues shares of Company common stock to the non-employee directors of the Company who receive compensation under the Company’s 2009 Non-Employee Director Equity Compensation Plan, including the reinvestment of dividends for certain non-employee directors who elected to defer their shares pursuant to the dividend reinvestment feature of the Company’s Deferred Compensation Plan for Directors and Officers (the “DCP”), as partial consideration for the directors’ services during the fiscal year. Under this program, the Company issued 27,698 original issue shares of common stock during 2025. In addition, the Company issued 8,691 original issue shares of common stock to officers of the Company who elected to defer their shares pursuant to the dividend reinvestment features of the Company’s DCP during 2025.

On March 8, 2024, the Company’s Board of Directors authorized the Company to implement a share repurchase program, whereby the Company may repurchase outstanding shares of common stock, up to an aggregate amount of $200 million 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.

During 2025, the Company executed transactions to repurchase 828,720 shares at an average price of $64.37 per share, for a total cost of $53.8 million (including broker fees and excise taxes). Share repurchases that settled during 2025 were funded with cash provided by operating activities and/or short-term borrowings. In light of the Company’s agreement to acquire CenterPoint Ohio’s natural gas utility, repurchases under the program have been suspended. The program has no fixed expiration date.

Stock-based compensation expense for the years ended September 30, 2025, 2024 and 2023 was approximately $17.2 million, $19.8 million and $18.6 million, respectively. Stock-based compensation expense is included in operation and maintenance expense on the Consolidated Statements of Income. The total income tax benefit related to stock-based compensation expense during the years ended September 30, 2025, 2024 and 2023 was approximately $2.2 million, $2.5 million and $2.4 million, respectively. A portion of stock-based compensation expense is subject to capitalization under IRS uniform capitalization rules. Stock-based compensation of $0.1 million was capitalized under these rules during each of the years ended September 30, 2025, 2024 and 2023. The tax benefit related to stock-based compensation exercises and vestings was $0.1 million for the year ended September 30, 2025.

The Company also granted 220,778 and 133,173 nonperformance-based restricted stock units during the years ended September 30, 2024 and 2023, respectively. The weighted average fair value of such nonperformance-based restricted stock units granted in 2024 and 2023 was $42.44 per share and $58.10 per share, respectively. As of September 30, 2025, unrecognized compensation expense related to nonperformance-based restricted stock units totaled approximately $8.3 million, which will be recognized over a weighted average period of 2.4 years.

The Company also granted 361,729 and 202,259 performance shares during the years ended September 30, 2024 and 2023, respectively. The weighted average grant date fair value of such performance shares granted in 2024 and 2023 was $44.23 per share and $64.28 per share, respectively. As of September 30, 2025, unrecognized compensation expense related to performance shares totaled approximately $11.4 million, which will be recognized over a weighted average period of 2.3 years. Vesting restrictions for the outstanding performance shares at September 30, 2025 will lapse as follows: 2026 — 174,071 shares; 2027 — 243,279 shares; 2028 — 178,825 shares; 2029 - zero; 2030 - 11,256; and 45,044 shares thereafter.

The performance shares granted during the years ended September 30, 2025, 2024 and 2023 include awards that must meet a performance goal related to either relative return on capital over a three-year or five-year performance cycle (“ROC Performance Shares”), methane intensity and greenhouse gas emissions reductions over a three-year performance cycle (“Emissions Performance Shares”) or relative shareholder return over a three-year or five-year performance cycle (“TSR Performance Shares”).

The performance goal over the respective performance cycles for the ROC Performance Shares granted during 2025, 2024 and 2023 is the Company’s total return on capital relative to the total return on capital of other companies in a group selected by the Compensation Committee (“Report Group”). Total return on capital for a given company means the average of the Report Group companies’ returns on capital for each twelve-month period corresponding to each of the Company’s fiscal years during the performance cycle, based on data reported for the Report Group companies in the Bloomberg database. The number of these ROC Performance Shares that will vest and be paid will depend upon the Company’s performance relative to the Report Group and not upon the absolute level of return achieved by the Company. The fair value of the ROC Performance Shares is calculated by multiplying the expected number of shares that will be issued by the average market price of Company common stock on the date of grant reduced by the present value of forgone dividends over the vesting term of the award. The fair value is recorded as compensation expense over the vesting term of the award.

The performance goal over the respective performance cycles for the Emissions Performance Shares granted during 2025, 2024 and 2023 consists of two parts: reductions in the rates of intensity of methane emissions for each of the Company’s operating segments, and reduction of the consolidated Company’s total greenhouse gas emissions. The Company’s Compensation Committee set specific target levels for methane intensity rates and total greenhouse gas emissions, and the performance goal is intended to incentivize and reward performance to the extent management achieves methane intensity and greenhouse gas reduction targets making progress towards the Company’s 2030 goals. The number of these Emissions Performance Shares that will vest and be paid out will depend upon the number of methane intensity segment targets achieved and whether the Company meets the total greenhouse gas emissions target. The fair value of these Emissions Performance Shares is calculated by multiplying the expected number of shares that will be issued by the average market price of Company common stock on the date of grant reduced by the present value of forgone dividends over the vesting term of the award. The fair value is recorded as compensation expense over the vesting term of the award.

The performance goal over the respective performance cycles for the TSR Performance Shares granted during 2025, 2024 and 2023 is the Company’s three-year (or five-year) total shareholder return relative to the three-year (or five-year) total shareholder return of the other companies in the Report Group. Three-year (or five-year) total shareholder return for a given company will be based on the data reported for that company (with the starting and ending stock prices over the performance cycle calculated as the average closing stock price for the prior calendar month and with dividends reinvested in that company’s securities at each ex-dividend date) in the Bloomberg database. The number of these TSR Performance Shares that will vest and be paid will depend upon the Company’s performance relative to the Report Group and not upon the absolute level of return achieved by the Company. The fair value price at the date of grant for the TSR Performance Shares is determined using a Monte Carlo simulation technique, which includes a reduction in value for the present value of forgone dividends over the vesting term of the award. 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. In calculating the fair value of the award, the risk-free interest rate is based on the yield of a Treasury Note with a term commensurate with the remaining term of the TSR Performance Shares. The remaining term is based on the remainder of the performance cycle as of the date of grant. The expected volatility is based on historical daily stock price returns. For the TSR Performance Shares, it was assumed that there would be no forfeitures, based on the vesting term and the number of grantees. The following weighted average assumptions were used in estimating the fair value of the TSR Performance Shares at the date of grant:


	At September 30
	2025		2024
	(Thousands)
Medium-Term Notes(1):
7.38% due June 2025	$	—	$	50,000
Notes(1)(2)(3):
2.95% to 5.95% due October 2026 to March 2035	2,400,000		2,350,000
Delayed Draw Term Loan(4):
Variable Rate due February 2026	300,000		300,000
Total Long-Term Debt	2,700,000		2,700,000
Less Unamortized Discount and Debt Issuance Costs	17,139		11,757
Less Current Portion(5)	300,000		500,000
	$	2,382,861	$	2,188,243

(3)The interest rate payable on $300.0 million of 4.75% notes, $300.0 million of 3.95% notes, $500.0 million of 2.95% notes and $300.0 million of 5.50% notes will be subject to adjustment from time to time, with a maximum of 2.00%, if certain change of control events involving a material subsidiary result in a downgrade of the credit rating assigned to the notes to below investment grade (or if the credit rating assigned to the notes is subsequently upgraded). The interest rate payable on $500.0 million of 5.50% notes and $500.0 million of 5.95% notes will be subject to adjustment from time to time, with a maximum adjustment of 2.00%, such that the coupon will not exceed 7.50% on the 5.50% notes and 7.95% on the 5.95% notes, if certain change in 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.

On February 19, 2025, the Company issued $500.0 million of 5.50% notes due March 15, 2030 and $500.0 million of 5.95% notes due March 15, 2035. After deducting underwriting discounts, commissions and other debt issuance costs, the net proceeds to the Company amounted to $495.2 million and $493.5 million, respectively. The proceeds of these debt issuances were used for general corporate purposes, including the March 6, 2025 redemptions of $450.0 million of the Company’s 5.20% notes that were scheduled to mature in July 2025 and $500.0 million of the Company’s 5.50% notes that were scheduled to mature in January 2026. The Company redeemed those notes for $450.8 million and $503.3 million, respectively, plus accrued interest. The remaining proceeds of the debt issuances were used to repay a portion of short-term borrowings the Company incurred to fund a trust for the benefit of holders of $50.0 million of 7.38% notes under the Company’s 1974 indenture prior to the June 13, 2025 maturity date of these notes. Placing these funds in trust enabled the Company to cancel and discharge the 1974 indenture. This relieved the Company from its obligations to comply with the 1974 indenture’s covenants. The funds were paid out of the trust on June 13, 2025 for the redemption of the $50.0 million of 7.38% notes, leaving no notes outstanding under the 1974 indenture.

The Company entered into its existing term loan agreement (the “Term Loan Agreement”) on February 14, 2024, with six of the 12 banks that are lenders under the Credit Agreement. The Term Loan Agreement provides a $300.0 million unsecured committed delayed draw term loan facility with a maturity date of February 14, 2026, and the Company has the ability to select interest periods of one, three or six months for borrowings. In April 2024, pursuant to the delayed draw mechanism, the Company elected to draw a total of $300.0 million under the facility. After deducting debt issuance costs, the net proceeds to the Company amounted to $299.4 million. The Company used the proceeds for general corporate purposes, which included the redemption of outstanding commercial paper. Borrowings under the Term Loan Agreement currently bear interest at a rate equal to SOFR for the applicable interest period, plus an adjustment of 0.10%, plus a spread of 1.375%.

The Company historically has obtained short-term funds either through bank loans or the issuance of commercial paper. The Company is a party to a syndicated Credit Agreement (as amended from time to time, the “Credit Agreement") that provides a $1.0 billion unsecured committed revolving credit facility. In January 2025, the Company and the banks in the syndicate consented to a second one-year extension of the maturity date of the Credit Agreement, such that the Company has aggregate commitments available in the full amount of $1.0 billion through February 23, 2029. In May 2025, the number of lenders under the Credit Agreement increased to twelve as a new lender joined the syndicate, assuming a portion of an existing lender’s commitment.

The total amount available to be issued under the Company’s commercial paper program is $500.0 million. The commercial paper program is backed by the Credit Agreement. The Company also has uncommitted lines of credit with financial institutions for general corporate purposes. Borrowings under these uncommitted lines of credit would be made at competitive market rates. The uncommitted credit lines are revocable at the option of the financial institution and are reviewed on an annual basis. The Company anticipates that its uncommitted lines of credit generally will be renewed or substantially replaced by similar lines. Other financial institutions may also provide the Company with uncommitted or discretionary lines of credit in the future.

At September 30, 2025, the Company had outstanding commercial paper of $150.2 million with a weighted average interest rate on the commercial paper of 4.64%. At September 30, 2024, the Company had outstanding commercial paper of $90.7 million with a weighted average interest rate on the commercial paper of 5.30%. The Company did not have any outstanding short-term notes payable to banks at September 30, 2025 and 2024.

Both the Credit Agreement and the Term Loan Agreement provide that the Company’s debt to capitalization ratio will not exceed 0.65 at the last day of any fiscal quarter. For purposes of calculating the debt to capitalization ratio, the Company’s total capitalization will be increased by adding back 50% of the aggregate after-tax amount of non-cash charges directly arising from any ceiling test impairment occurring on or after July 1, 2018, not to exceed $400 million. Since that date, the Company recorded non-cash, after-tax ceiling test impairments totaling $797.0 million. As a result, at September 30, 2025, $398.5 million was added back to the Company’s total capitalization for purposes of calculating the debt to capitalization ratio under the Credit Agreement and the Term Loan Agreement. In addition, for purposes of calculating the debt to capitalization ratio, the following amounts included in Accumulated Other Comprehensive Income (Loss) on the Company’s consolidated balance sheet will be excluded from the determination of comprehensive shareholders’ equity: all unrealized gains or losses on commodity-related derivative financial instruments, and up to $10 million in unrealized gains or losses on other derivative financial instruments. As a result of these exclusions, such unrealized gains or losses will not positively or negatively affect the calculation of the debt to capitalization ratio. At September 30, 2025, the Company’s debt to capitalization ratio, as calculated under the agreements was 0.45. The constraints specified in the Credit Agreement and the Term Loan Agreement would have permitted an additional $3.61 billion in short-term and/or long-term debt to be outstanding at September 30, 2025 before the Company’s debt to capitalization ratio exceeded 0.65.

The Company’s present liquidity position is believed to be adequate to satisfy known demands. A downgrade in the Company’s credit ratings could increase borrowing costs, negatively impact the availability of capital from banks, commercial paper purchasers and other sources, and require the Company’s subsidiaries to post letters of credit, cash or other assets as collateral with certain counterparties. If the Company is not able to maintain investment grade credit ratings, it may not be able to access commercial paper markets. However, the Company expects that it could borrow under its credit facilities or rely upon other liquidity sources.

The Credit Agreement and the Term Loan Agreement each contain a cross-default provision whereby the failure by the Company or its significant subsidiaries to make payments under other borrowing arrangements, or the occurrence of certain events affecting those other borrowing arrangements, could trigger an obligation to repay any amounts outstanding under the Credit Agreement or Term Loan Agreement, as applicable. In particular, a repayment obligation could be triggered if (i) the Company or any of its significant subsidiaries fails to make a payment when due of any principal or interest on any other indebtedness aggregating $40.0 million or more or (ii) an event occurs that causes, or would permit the holders of any other indebtedness aggregating $40.0 million or more to cause, such indebtedness to become due prior to its stated maturity.