Form 4: NFG Officer Reports RSU Vesting and Tax Withholding

National Fuel Gas Co. Controller Elena G. Mendel reported the vesting of restricted stock units and associated tax withholdings on December 5 and 6, 2025.

Summary

• Elena G. Mendel, Controller & Chief Accounting Officer of National Fuel Gas Co. (NFG), reported transactions related to her beneficial ownership of common stock.
• On December 5, 2025, 359 restricted stock units (RSUs) vested and converted into common stock on a one-for-one basis.
• Concurrently on December 5, 2025, 184 shares of common stock were withheld and cancelled for taxes at a price of $82.28 per share, reducing direct beneficial ownership to 13,079 shares.
• On December 6, 2025, an additional 421 restricted stock units (RSUs) vested and converted into common stock.
• Also on December 6, 2025, 215 shares of common stock were withheld and cancelled for taxes at a price of $82.28 per share, resulting in a direct beneficial ownership of 13,285 shares.
• The reporting person indirectly holds 7,407 shares of common stock through the NFG 401(k) Trust as of December 5, 2025.
• Remaining unvested restricted stock units include 719 from a December 5, 2024 grant (vesting 359 on 12/05/2026 and 360 on 12/05/2027) and 421 from a December 6, 2023 grant (vesting on 12/06/2026).

Sentiment

Score: 5

Explanation: The filing reports routine executive compensation events (RSU vesting and tax withholdings) and does not indicate any significant positive or negative operational or financial news for the company.

Positives

• The vesting of restricted stock units indicates ongoing executive compensation and retention, aligning management interests with shareholder value over time.

Negatives

• Shares were withheld for tax obligations, which is a standard practice upon RSU vesting and not a market sale, but it does reduce the direct share count.

Future Outlook

The reporting person has additional restricted stock units scheduled to vest on December 5, 2026, December 6, 2026, and December 5, 2027, indicating continued long-term incentive compensation.

Industry Context

This Form 4 filing is a routine disclosure of insider transactions, specifically related to executive compensation through restricted stock units. Such filings are common across all publicly traded companies as part of their executive incentive programs and regulatory compliance.

Stakeholder Impact

• Shareholders: Minor impact, reflects ongoing executive compensation structure and alignment of management interests with long-term company performance.
• Employees: No direct impact beyond the reporting person, as these are individual executive compensation events.

Next Steps

• Future vesting of 359 restricted stock units on December 5, 2026.
• Future vesting of 421 restricted stock units on December 6, 2026.
• Future vesting of 360 restricted stock units on December 5, 2027.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, specifically the vesting of restricted stock units and the associated tax withholdings. It does not provide new material information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. These are expected transactions for an executive.

Keywords

National Fuel Gas Co, NFG, Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Executive Compensation, Stock Ownership, Elena G. Mendel, Controller