NATIONAL FUEL GAS CO 8-K

What Happened

• On December 29, 2025, National Fuel Gas Company (NFG) filed a prospectus supplement to its effective Form S‑3 shelf registration (Reg. No. 333-273926, filed Aug. 11, 2023) to register for resale up to 4,402,513 shares of its common stock.
• The shares were acquired by the identified selling stockholders in the private placement financing described in NFG’s Form 8‑K filed December 15, 2025. The company filed an opinion of its counsel, Lowenstein Sandler LLP, as Exhibit 5.1 relating to the legality of the registered shares (consent included).

Key Details

• Number of shares registered for resale: 4,402,513 common shares.
• Common stock par value: $1.00 per share.
• Filing date of the prospectus supplement / Form 8‑K: December 29, 2025.
• Shares were acquired in the private placement disclosed in NFG’s December 15, 2025 Form 8‑K; this filing registers those shares for public resale (secondary sale), not a new issuance by the company.

Why It Matters

• Registering these shares for resale makes it legally easier for the selling stockholders to offer their shares in the public market, which can increase the number of shares potentially available for trading.
• This is a disclosure and procedural filing; it does not itself change the company’s financials or indicate a company-led equity raise, but investors should note the potential for additional supply from holders who participated in the earlier private placement.