Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Krebs Martin A

(Last)

(First)

(Middle)

6363 MAIN STREET

(Street)

WILLIAMSVILLE

14221

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL FUEL GAS CO [ NFG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/05/2024		A		1,737	A	$0.00	5,714	D
Common Stock	12/05/2024		A		320	A	$0.00	6,034	D
Common Stock	12/05/2024		D		2,057	D	⁽¹⁾	3,977	D
Common Stock	12/06/2024		M		850	A	⁽²⁾	4,827	D
Common Stock	12/06/2024		D		850	D	⁽³⁾	3,977	D
Common Stock								2,152⁽⁴⁾	I	401K Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁵⁾	12/05/2024		A		2,137		⁽⁶⁾	⁽⁶⁾	Common Stock	2,137	$0.00	2,137	D
Deferred Stock Units	⁽⁷⁾	12/05/2024		A		2,057		⁽⁸⁾	⁽⁸⁾	Common Stock	2,057	⁽¹⁾	17,465	D
Restricted Stock Units	⁽⁵⁾	12/06/2024		M			850	⁽⁹⁾	⁽⁹⁾	Common Stock	850	$0.00	1,702	D
Deferred Stock Units	⁽⁷⁾	12/06/2024		A		850		⁽⁸⁾	⁽⁸⁾	Common Stock	850	⁽³⁾	18,315	D

Explanation of Responses:

1. In connection with the vesting on December 5, 2024 of performance shares previously granted to the reporting person, the reporting person's receipt of 2,057 shares of common stock was deferred, resulting in the reporting person's receipt instead of 2,057 deferred stock units pursuant to National Fuel Gas Company's deferred compensation plan. The reporting person is therefore reporting the disposition of 2,057 shares of common stock in exchange for an equal number of deferred stock units.

2. Restricted stock units convert into common stock on a one-for-one basis.

3. In connection with the vesting on December 6, 2024 of restricted stock units previously granted to the reporting person, the reporting person's receipt of 850 shares of common stock was deferred, resulting in the reporting person's receipt instead of 850 deferred stock units pursuant to National Fuel Gas Company's deferred compensation plan. The reporting person is therefore reporting the disposition of 850 shares of common stock in exchange for an equal number of deferred stock units.

4. The NFG stock fund under the NFG 401(k) plan is denominated in units, representing ownership interests in a fund that includes both NFG common stock and a reserve of cash. The information reported represents the dollar value of the reporting person's balance in the NFG stock fund as of December 6, 2024, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.

5. Each restricted stock unit represents a contingent right to receive one share of NFG common stock.

6. On December 5, 2024, the reporting person was granted 2,137 restricted stock units, vesting as follows: 712 on December 5, 2025, 712 on December 5, 2026, and 713 on December 5, 2027.

7. Each deferred stock unit is the economic equivalent of one share of common stock.

8. The deferred stock units become payable, in shares of common stock, after the reporting person's termination of service, pursuant to the reporting person's distribution election under National Fuel Gas Company's Deferred Compensation Plan for Directors and Officers.

9. On December 6, 2023, the reporting person was granted 2,552 restricted stock units, vesting as follows: 850 on December 6, 2024, 851 on December 6, 2025, and 851 on December 6, 2026.

Remarks:

	J. P. Baetzhold, Attorney in Fact	12/09/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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