Form 4: NFG Secretary & General Counsel Reports Equity Transactions

Lee E. Hartz, Secretary and General Counsel of National Fuel Gas Co., reported the vesting of restricted stock units and associated tax withholdings.

Summary

• Lee E. Hartz, Secretary and General Counsel of National Fuel Gas Co. (NFG), reported transactions involving NFG common stock and restricted stock units.
• On December 5, 2025, 338 restricted stock units (RSUs) vested and converted into common stock.
• Concurrently, 173 shares of common stock were withheld and cancelled for tax obligations related to the RSU vesting, at a price of $82.28 per share. These shares were not sold into the market.
• On December 6, 2025, an additional 412 restricted stock units vested and converted into common stock.
• Similarly, 211 shares of common stock were withheld and cancelled for tax obligations related to this vesting, also at a price of $82.28 per share, and were not sold into the market.
• Following these transactions, Hartz directly beneficially owns 16,979 shares of common stock.
• Hartz also indirectly beneficially owns 2,509 shares through the NFG 401(k) Trust.
• Remaining restricted stock units include 678 from a December 5, 2024 grant and 412 from a December 6, 2023 grant, with future vesting dates.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to equity compensation and tax withholdings, which are neutral in sentiment. There are no unexpected positive or negative disclosures.

Positives

• Lee E. Hartz acquired 338 shares of common stock on December 5, 2025, and 412 shares on December 6, 2025, through the vesting of restricted stock units, increasing direct equity ownership.
• The reporting person continues to hold a significant number of shares directly (16,979) and indirectly (2,509 in 401K Trust), indicating continued alignment with shareholder interests.
• The shares withheld for taxes were cancelled and not sold into the open market, which can be seen as a less disruptive method for tax settlement.

Negatives

• A total of 384 shares (173 on 12/05/2025 and 211 on 12/06/2025) were withheld and cancelled to cover tax liabilities, reducing the net number of shares received from vesting.

Future Outlook

The filing indicates future vesting schedules for restricted stock units, with 339 units vesting on December 5, 2026, 412 units vesting on December 6, 2026, and 339 units vesting on December 5, 2027, suggesting continued equity compensation for the reporting person.

Industry Context

This Form 4 filing details routine equity compensation transactions for a corporate officer, which is a standard practice across publicly traded companies to align management incentives with shareholder value. It does not provide broader industry trends or competitive analysis.

Related Party Transactions

• The vesting of restricted stock units and subsequent acquisition of common stock by Lee E. Hartz, an officer of National Fuel Gas Co., constitutes a related party transaction as it involves compensation from the company to an insider.
• The withholding of shares for tax purposes is also part of this compensation arrangement.

Stakeholder Impact

• Shareholders: The transactions represent a routine part of executive compensation, aligning the interests of the Secretary and General Counsel with shareholders through equity ownership. The shares withheld for taxes were cancelled, not sold, which avoids market dilution from these specific tax-related dispositions.
• Employees: The filing reflects standard equity compensation practices that are common for senior management, potentially influencing broader employee compensation structures.

Next Steps

• Vesting of 339 restricted stock units on December 5, 2026.
• Vesting of 412 restricted stock units on December 6, 2026.
• Vesting of 339 restricted stock units on December 5, 2027.

Key Dates

Keywords

National Fuel Gas Co, NFG, Lee E. Hartz, Form 4, insider transaction, restricted stock units, RSU vesting, common stock, equity ownership, corporate officer, tax withholding