Form 4: NFG CEO David Bauer Reports Significant Stock Activity

National Fuel Gas Co. CEO David P. Bauer reported significant changes in his beneficial ownership, including acquisitions of common stock and restricted stock units, and deferral of performance shares into deferred stock units.

Summary

• David P. Bauer, President and CEO, and Director of National Fuel Gas Co. (NFG), reported multiple transactions on December 4, 2025.
• Acquired 15,497 shares of common stock at a price of $0.00.
• Acquired an additional 24,905 shares of common stock at a price of $0.00.
• Disposed of 550 shares of common stock at $82.01 and 883 shares of common stock at $82.01 for tax withholding purposes in connection with the vesting of performance shares; these shares were cancelled and not sold into the market.
• Deferred 38,969 shares of common stock into an equal number of deferred stock units pursuant to National Fuel Gas Company's deferred compensation plan.
• Received a grant of 23,307 restricted stock units (RSUs) at a price of $0.00, which will vest in three equal installments of 7,769 units on December 4, 2026, December 4, 2027, and December 4, 2028.
• Acquired 38,969 deferred stock units (DSUs) at a price of $0.00, which are the economic equivalent of one share of common stock and become payable after termination of service.
• Following these transactions, direct beneficial ownership of common stock is 72,047 shares.
• Indirect beneficial ownership includes 15,270 shares in an NFG 401(k) Trust and 1,128 shares held by a daughter.

Sentiment

Score: 7

Explanation: The transactions primarily involve the vesting of performance shares and grants of long-term incentive awards (RSUs, DSUs), which are positive for aligning management with shareholder interests. While there were tax-related dispositions, these are standard and not sales into the market. The overall increase in beneficial ownership (including derivatives) suggests confidence.

Positives

• Significant acquisition of 40,402 shares of common stock (15,497 + 24,905) at $0.00, likely from performance share vesting, indicating successful achievement of performance targets.
• Grant of 23,307 restricted stock units (RSUs) aligns management's long-term interests with shareholder value through future vesting.
• Deferral of 38,969 shares into deferred stock units demonstrates a long-term commitment to the company by the CEO.
• The overall increase in beneficial ownership, including derivative securities, suggests continued confidence in the company's future.

Negatives

• Disposition of 1,433 shares (550 + 883) of common stock for tax withholding purposes, which reduces direct common stock holdings, although this is a standard practice for equity compensation.

Future Outlook

The reporting person has a future outlook tied to the company's performance through the vesting schedule of restricted stock units, with installments due on December 4, 2026, 2027, and 2028. Deferred stock units will become payable after termination of service.

Industry Context

This Form 4 filing details routine insider transactions related to executive compensation, which is a common practice across all industries for aligning management incentives with shareholder interests. It does not provide broader industry trends or competitive analysis.

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership of 1,128 shares of common stock held by a daughter.

Stakeholder Impact

• Shareholders: Increased insider ownership (direct and deferred) can signal management's confidence in the company's future prospects, potentially positively influencing investor sentiment.
• Employees: The use of equity compensation plans, including RSUs and DSUs, is a common practice to incentivize and retain key executives, which can indirectly benefit employees through stable leadership.

Next Steps

• Vesting of 7,769 restricted stock units on December 4, 2026.
• Vesting of 7,769 restricted stock units on December 4, 2027.
• Vesting of 7,769 restricted stock units on December 4, 2028.
• Deferred stock units become payable in shares of common stock after the reporting person's termination of service.

Key Dates

Keywords

NFG, National Fuel Gas, insider transaction, Form 4, stock ownership, CEO, David Bauer, restricted stock units, deferred stock units, common stock, equity compensation