SEC FORM 4

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).

1. Name and Address of Reporting Person^*

Bauer David P

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

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		16,851	A	$0.00	88,898	D
Common Stock	12/05/2024		F		598⁽¹⁾	D	$62.565	88,300	D
Common Stock	12/05/2024		A		3,105	A	$0.00	91,405	D
Common Stock	12/05/2024		F		111⁽²⁾	D	$62.565	91,294	D
Common Stock	12/05/2024		D		19,247	D	⁽³⁾	72,047	D
Common Stock	12/06/2024		M		9,687	A	⁽⁴⁾	81,734	D
Common Stock	12/06/2024		F		344⁽⁵⁾	D	$61.338	81,390	D
Common Stock	12/06/2024		D		9,343	D	⁽⁶⁾	72,047	D
Common Stock								14,605⁽⁷⁾	I	401K Trust
Common Stock								1,098	I	Held by daughter
Common Stock								1,098	I	Held by daughter

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	⁽⁸⁾	12/05/2024		A		24,076		⁽⁹⁾	⁽⁹⁾	Common Stock	24,076	$0.00	24,076	D
Deferred Stock Units	⁽¹⁰⁾	12/05/2024		A		19,247		⁽¹¹⁾	⁽¹¹⁾	Common Stock	19,247	⁽³⁾	195,850	D
Restricted Stock Units	⁽⁸⁾	12/06/2024		M			9,687	⁽¹²⁾	⁽¹²⁾	Common Stock	9,687	$0.00	19,374	D
Deferred Stock Units	⁽¹⁰⁾	12/06/2024		A		9,343		⁽¹¹⁾	⁽¹¹⁾	Common Stock	9,343	⁽⁶⁾	205,193	D

Explanation of Responses:

1. On December 5, 2024, the reporting person had 598 shares withheld and cancelled in respect of taxes in connection with the vesting of performance shares. These share cancellations are shown on Table I as dispositions (Transaction Code "D" in Column 4), although none of these cancelled shares were sold into the market, as indicated by Transaction Code "F" in Column 3.

2. On December 5, 2024, the reporting person had 111 shares withheld and cancelled in respect of taxes in connection with the vesting of performance shares. These share cancellations are shown on Table I as dispositions (Transaction Code "D" in Column 4), although none of these cancelled shares were sold into the market, as indicated by Transaction Code "F" in Column 3.

3. In connection with the vesting on December 5, 2024 of performance shares previously granted to the reporting person, the reporting person's receipt of 19,247 shares of common stock was deferred, resulting in the reporting person's receipt instead of 19,247 deferred stock units pursuant to National Fuel Gas Company's deferred compensation plan. The reporting person is therefore reporting the disposition of 19,247 shares of common stock in exchange for an equal number of deferred stock units.

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

5. On December 6, 2024, the reporting person had 344 shares withheld and cancelled in respect of taxes in connection with the vesting of restricted stock units. These share cancellations are shown on Table I as dispositions (Transaction Code "D" in Column 4), although none of these cancelled shares were sold into the market, as indicated by Transaction Code "F" in Column 3.

6. 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 9,343 shares of common stock was deferred, resulting in the reporting person's receipt instead of 9,343 deferred stock units pursuant to National Fuel Gas Company's deferred compensation plan. The reporting person is therefore reporting the disposition of 9,343 shares of common stock in exchange for an equal number of deferred stock units.

7. 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.

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

9. On December 5, 2024, the reporting person was granted 24,076 restricted stock units, vesting as follows: 8,025 on December 5, 2025, 8,025 on December 5, 2026, and 8,026 on December 5, 2027.

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

11. 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.

12. On December 6, 2023, the reporting person was granted 29,061 restricted stock units, vesting as follows: 9,687 on December 6, 2024, 9,687 on December 6, 2025, and 9,687 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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