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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2025

NATIONAL FUEL GAS COMPANY
(Exact name of registrant as specified in its charter)
New Jersey 1-3880 13-1086010
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
6363 Main Street
Williamsville, New York 14221
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (716) 857-7000

Former name or former address, if changed since last report: Not Applicable

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of Each Exchange on Which Registered
Common Stock, par value $1.00 per share NFG New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


Item 2.02    Results of Operations and Financial Condition.

On November 5, 2025, National Fuel Gas Company (the “Company”) issued a press release regarding its earnings for the quarter and fiscal year ended September 30, 2025. A copy of the press release is furnished as part of this Current Report as Exhibit 99.

Neither the furnishing of the press release as an exhibit to this Current Report nor the inclusion in such press release of any reference to the Company’s internet address shall, under any circumstances, be deemed to incorporate the information available at such internet address into this Current Report. The information available at the Company’s internet address is not part of this Current Report or any other report filed or furnished by the Company with the Securities and Exchange Commission.

In addition to financial measures calculated in accordance with generally accepted accounting principles (“GAAP”), the press release furnished as part of this Current Report as Exhibit 99 contains certain non-GAAP financial measures. The Company believes that such non-GAAP financial measures are useful to investors because they provide an alternative method for assessing the Company’s operating results in a manner that is focused on the performance of the Company’s ongoing operations, for measuring the Company’s cash flow and liquidity, and for comparing the Company’s financial performance to other companies. The Company’s management uses these non-GAAP financial measures for the same purpose, and for planning and forecasting purposes. The presentation of non-GAAP financial measures is not meant to be a substitute for financial measures prepared in accordance with GAAP.

Certain statements contained herein or in the press release furnished as part of this Current Report, including statements regarding estimated future earnings and statements that are identified by the use of the words “anticipates,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “predicts,” “projects,” “believes,” “seeks,” “will” and “may” and similar expressions, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. There can be no assurance that the Company’s projections will in fact be achieved nor do these projections reflect any acquisitions or divestitures that may occur in the future. While the Company’s expectations, beliefs and projections are expressed in good faith and are believed to have a reasonable basis, actual results may differ materially from those projected in forward-looking statements. Furthermore, each forward-looking statement speaks only as of the date on which it is made. In addition to other factors, the following are important factors that could cause actual results to differ materially from those discussed in the forward-looking statements: changes in laws, regulations or judicial interpretations to which the Company is subject, including those involving derivatives, taxes, safety, employment, climate change, other environmental matters, real property, and exploration and production activities such as hydraulic fracturing; governmental/regulatory actions, initiatives and proceedings, including those involving rate cases (which address, among other things, target rates of return, rate design, retained natural gas and system modernization), environmental/safety requirements, affiliate relationships, industry structure, and franchise renewal; changes in economic conditions, including the imposition of additional tariffs on U.S.


imports and related retaliatory tariffs, inflationary pressures, supply chain issues, liquidity challenges, and global, national or regional recessions, and their effect on the demand for, and customers’ ability to pay for, the Company’s products and services; the Company’s ability to estimate accurately the time and resources necessary to meet emissions targets; governmental/regulatory actions and/or market pressures to reduce or eliminate reliance on natural gas; impairments under the SEC’s full cost ceiling test for natural gas reserves; changes in the price of natural gas; the creditworthiness or performance of the Company’s key suppliers, customers and counterparties; financial and economic conditions, including the availability of credit, and occurrences affecting the Company’s ability to obtain financing on acceptable terms for working capital, capital expenditures and other investments, including any downgrades in the Company’s credit ratings and changes in interest rates and other capital market conditions; the Company’s ability to complete strategic transactions; changes in price differentials between similar quantities of natural gas sold at different geographic locations, and the effect of such changes on commodity production, revenues and demand for pipeline transportation capacity to or from such locations; the impact of information technology disruptions, cybersecurity or data security breaches, including the impact of issues that may arise from the use of artificial intelligence technologies; factors affecting the Company’s ability to successfully identify, drill for and produce economically viable natural gas reserves, including among others geology, lease availability and costs, title disputes, weather conditions, water availability and disposal or recycling opportunities of used water, shortages, delays or unavailability of equipment and services required in drilling operations, insufficient gathering, processing and transportation capacity, the need to obtain governmental approvals and permits, and compliance with environmental laws and regulations; increased costs or delays or changes in plans with respect to Company projects or related projects of other companies, as well as difficulties or delays in obtaining necessary governmental approvals, permits or orders or in obtaining the cooperation of interconnecting facility operators; increasing health care costs and the resulting effect on health insurance premiums and on the obligation to provide other post-retirement benefits; other changes in price differentials between similar quantities of natural gas having different quality, heating value, hydrocarbon mix or delivery date; the cost and effects of legal and administrative claims against the Company or activist shareholder campaigns to effect changes at the Company; negotiations with the collective bargaining units representing the Company’s workforce, including potential work stoppages during negotiations; uncertainty of natural gas reserve estimates; significant differences between the Company’s projected and actual production levels for natural gas; changes in demographic patterns and weather conditions (including those related to climate change); changes in the availability, price or accounting treatment of derivative financial instruments; changes in laws, actuarial assumptions, the interest rate environment and the return on plan/trust assets related to the Company’s pension and other post-retirement benefits, which can affect future funding obligations and costs and plan liabilities; economic disruptions or uninsured losses resulting from major accidents, fires, severe weather, natural disasters, terrorist activities or acts of war, as well as economic and operational disruptions due to third-party outages; significant differences between the Company’s projected and actual capital expenditures and operating expenses; or increasing costs of insurance, changes in coverage and the ability to obtain insurance. The Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.


Item 9.01    Financial Statements and Exhibits.

    (d)    Exhibits
Exhibit 104
Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


NATIONAL FUEL GAS COMPANY
By: /s/ Lee E. Hartz
Lee E. Hartz
General Counsel and Secretary

Dated: November 6, 2025


EX-99 2 nfg-9302025xexhibit99x8k.htm EX-99 Document

Exhibit 99

exhibit998kimagea15a.jpg
6363 Main Street/Williamsville, NY 14221
Release Date: Immediate November 5, 2025 Natalie M. Fischer
Investor Relations
716-857-7315		 Timothy J. Silverstein
Chief Financial Officer
716-857-6987

NATIONAL FUEL REPORTS FOURTH QUARTER
AND FULL YEAR FISCAL 2025 EARNINGS

WILLIAMSVILLE, N.Y.: National Fuel Gas Company (“National Fuel” or the “Company”) (NYSE:NFG) today announced consolidated results for the three months and fiscal year ended September 30, 2025.

FOURTH QUARTER FISCAL 2025 SUMMARY
•GAAP earnings per share of $1.18 compared to a net loss of $1.84 per share in the prior year.
•Adjusted earnings per share of $1.22, an increase of 58%, compared to $0.77 per share in the prior year. See non-GAAP reconciliation on page 2.
•Announced the acquisition of CenterPoint Energy's Ohio natural gas utility for $2.62 billion, which is expected to double Utility segment rate base and is targeted to close in the fourth quarter of calendar 2026.
•Supply Corporation filed an application with FERC for its Shippingport Lateral Project, an interstate pipeline expansion project that is expected to provide 205,000 dekatherms per day of firm transportation capacity to a data center site and will generate approximately $15 million in annual revenues with a targeted in-service date in late calendar 2026.
•Strong Tioga Utica well performance in the Eastern Development Area (“EDA”) drove 112 Bcf of natural gas production, an increase of 21% compared to the prior year.
•NYMEX natural gas price realizations increased to $2.61 per Mcf, up 9% compared to the prior year.

FISCAL 2025 HIGHLIGHTS
•GAAP earnings per share of $5.68 compared to $0.84 per share in fiscal 2024.
•Adjusted earnings per share of $6.91, an increase of 38%, compared to $5.01 per share in fiscal 2024.
•The Company announced its 55th consecutive dividend increase to an annual rate of $2.14 per share, continuing its long history of returning cash to shareholders.
•Integrated Upstream and Gathering segment capital efficiency continued to improve, with record natural gas production of 426 Bcf in the fiscal year, an increase of 9% compared to the prior year, while capital expenditures decreased $40 million, or 6% (see page 19).
•Increased inventory of high-quality, low-breakeven drilling locations in the EDA by 50% with the addition of approximately 220 locations prospective for a new horizon within the upper section of the Utica Shale.
•Adjusted earnings per share of $2.24 from the regulated Utility and Pipeline & Storage segments, an increase of 21% compared to the prior year, largely attributable to the continued benefits from rate settlements.
•Supply Corporation received FERC approval for the Tioga Pathway Project, which remains on track for a late calendar 2026 in-service date.

MANAGEMENT COMMENTS

David P. Bauer, President and Chief Executive Officer of National Fuel Gas Company, stated: “National Fuel closed out an exceptional fiscal 2025 with a strong fourth quarter. Driven by great execution across our businesses, adjusted earnings per share increased by 58% compared to the prior year.

“In our Integrated Upstream and Gathering segment, results for the quarter highlight the unique combination of continued operational excellence, along with the best-in-class nature of our assets in the EDA. Our talented team continues to find ways to improve and expand upon our already deep inventory of highly economic drilling locations in this area, where we added 220 new Upper Utica locations this quarter, extending our peer-leading EDA inventory life to more than 15 years. Complementing Page 2.



this inventory expansion, our team recently executed a precedent agreement for new firm transportation capacity from Tioga County to premium markets with an expected in-service date of late 2028, further supporting our long-term growth plans

“The outlook for our regulated businesses is equally promising. In addition to our long-standing modernization program, which we expect will continue to drive rate base growth, we see new capacity additions enhancing our growth outlook. The Tioga Pathway and Shippingport Lateral expansion projects continue to progress as planned, and we are seeing increasing interest in further capacity additions across our FERC-regulated pipeline system. Additionally, our recently announced strategic acquisition of CenterPoint Energy’s Ohio natural gas utility business will significantly grow the Company’s regulated asset base, adding high-quality operations in a neighboring, cold weather state, with a constructive political and regulatory backdrop.

“With our investment grade balance sheet, strong growth outlook, and increasing scale, the Company is well positioned to deliver meaningful value to shareholders in the years to come.”


RECONCILIATION OF GAAP EARNINGS TO ADJUSTED EARNINGS

Three Months Ended September 30,
(Thousands) (Per Share)
2025 2024 2025 2024
Reported GAAP Earnings $ 107,342  $ (167,621) $ 1.18  $ (1.84)
Items impacting comparability:
Impairment of assets —  318,433  —  3.49 
Tax impact of impairment of assets —  (80,585) —  (0.88)
Unrealized (gain) loss on derivative asset —  1,700  —  0.02 
Tax impact of unrealized (gain) loss on derivative asset 3,402  (461) 0.04  (0.01)
Other/rounding (refer to Segment results for details) 284  (974) —  (0.01)
Adjusted Earnings $ 111,028  $ 70,492  $ 1.22  $ 0.77 
Fiscal Year Ended September 30,
(Thousands) (Per Share)
2025 2024 2025 2024
Reported GAAP Earnings $ 518,504  $ 77,513  $ 5.68  $ 0.84 
Items impacting comparability:
Impairment of assets 141,802  519,129  1.55  5.62 
Tax impact of impairment of assets (37,169) (136,271) (0.41) (1.47)
Unrealized (gain) loss on derivative asset 729  6,548  0.01  0.07 
Tax impact of unrealized (gain) loss on derivative asset 3,206  (1,791) 0.03  (0.02)
Other (refer to Segment results for details) 3,433  (2,397) 0.05  (0.03)
Adjusted Earnings $ 630,505  $ 462,731  $ 6.91  $ 5.01 

FISCAL 2026 GUIDANCE UPDATE

National Fuel is providing its formal guidance for adjusted earnings per share for fiscal 2026 with a range of $7.60 to $8.10.

The Company is assuming an average NYMEX natural gas price of $3.75 per MMBtu in fiscal 2026, which approximates the current NYMEX forward curve at this time. Given the continued volatility in NYMEX natural gas prices, the Company is providing the following sensitivities to its adjusted earnings per share guidance range:

NYMEX Assumption
($/MMBtu)
 Fiscal 2026
Adjusted Earnings
Per Share Sensitivities
$3.00 $6.55 - $7.05
$4.00 $8.00 - $8.50

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All of the other major assumptions incorporated into this updated guidance range are consistent with the Company’s preliminary guidance disclosed last quarter.

The acquisition of CenterPoint Energy's Ohio natural gas utility business is expected to close in the fourth quarter of calendar 2026 and, therefore, is not expected to impact fiscal 2026 guidance. Fiscal 2026 guidance also excludes expected financing and acquisition related costs.

Additional details on the Company’s updated forecast assumptions and business segment guidance for fiscal 2026 are outlined in the table on page 7.

DISCUSSION OF FOURTH QUARTER RESULTS BY SEGMENT

The following earnings discussion of each operating segment for the quarter ended September 30, 2025 is summarized in a tabular form on pages 8 and 9 of this report (earnings drivers for the fiscal year ended September 30, 2025 are summarized on pages 10 and 11). It may be helpful to refer to those tables while reviewing this discussion.

During the quarter ended September 30, 2025, the Company determined that it was appropriate to consolidate its Exploration and Production and Gathering segments into a single financial reporting segment, which will be presented moving forward as National Fuel’s Integrated Upstream and Gathering segment. This updated presentation is intended to provide additional clarity as to the interdependence of the Company’s exploration and production and gathering businesses in bringing Appalachian natural gas to market. Prior year segment information shown below has been restated to reflect this change in presentation. A more detailed description of the Company's business segments will be provided in the Company's Form 10-K for fiscal 2025.

Note that management defines adjusted earnings as reported GAAP earnings adjusted for items impacting comparability, and adjusted EBITDA as reported GAAP earnings before the following items: interest expense, income taxes, depreciation, depletion and amortization, other income and deductions, impairments, and other items reflected in operating income that impact comparability.

Integrated Upstream and Gathering Segment

The Integrated Upstream and Gathering segment's exploration and production operations are carried out by Seneca Resources Company, LLC (“Seneca”) and the segment's gathering operations are carried out by National Fuel Gas Midstream Company, LLC’s ("Gathering"). Seneca explores for, develops, and produces primarily natural gas reserves in Pennsylvania. Gathering constructs, owns and operates natural gas gathering pipelines and compression facilities in the Appalachian region, which primarily delivers Seneca's production and, to a lesser extent, third party Appalachian production to the interstate pipeline system.
Three Months Ended
September 30,
(in thousands) 2025 2024 Variance
GAAP Earnings $ 103,493  $ (142,072) $ 245,565 
Impairment of assets —  272,358  (272,358)
Tax impact of impairment of assets —  (68,269) 68,269 
Unrealized (gain) loss on derivative asset (2022 CA asset sale) —  1,700  (1,700)
Tax impact of unrealized (gain) loss on derivative asset 3,402  (461) 3,863 
Adjusted Earnings $ 106,895  $ 63,256  $ 43,639 
Adjusted EBITDA $ 241,093  $ 173,246  $ 67,847 

The Integrated Upstream and Gathering segment's fourth quarter GAAP earnings increased $245.6 million versus the prior year. This positive benefit was primarily driven by non-cash impairment charges that did not occur in the current period relative to fiscal 2024, where $272.4 million ($204.1 million after-tax) was recorded, the vast majority of which was related to a pre-tax ceiling test impairment to write-down the carrying value of Seneca’s reserves under the full cost method of accounting. GAAP earnings also included a one-time impact related to the income taxes in connection with a contingent consideration tied to the June 2022 divestiture of Seneca’s California assets.

Excluding items impacting comparability, Seneca and Gathering's adjusted earnings in the fourth quarter increased $43.6 million primarily due to higher production and realized natural gas prices, as well as lower per unit operating expenses.

During the fourth quarter, Seneca produced 112 Bcf of natural gas, an increase of 20 Bcf, or 21%, from the prior year. Two highly prolific Utica pads turned in line this year in Tioga County were the main drivers behind this increase in production.

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Seneca’s weighted average realized natural gas price, after the impact of hedging and transportation costs, was $2.61 per Mcf, an increase of $0.21 per Mcf from the prior year. This increase was primarily due to higher NYMEX prices and higher spot prices at local sales points in Pennsylvania.

Three Months Ended
September 30,
(Cost per Mcf) 2025 2024 Variance
Upstream General and Administrative Expense (“G&A”) $ 0.17  $ 0.20  $ (0.03)
Lease Operating Expense (“LOE”) $ 0.13  $ 0.18  $ (0.05)
Gathering O&M Expense $ 0.13  $ 0.11  $ 0.02 
Taxes and Other $ 0.10  $ 0.08  $ 0.02 
Total Cash Operating Costs $ 0.53  $ 0.57  $ (0.04)
Depreciation, Depletion and Amortization Expense (“DD&A”) $ 0.74  $ 0.80  $ (0.06)
Total Operating Costs $ 1.27  $ 1.37  $ (0.10)

On a per unit basis, fourth quarter total cash operating costs were $0.04 lower compared to the prior year, primarily due to higher production, as well as lower LOE, specifically lower repairs and maintenance costs. DD&A for the quarter was $0.74 per Mcf, a decrease of $0.06 per Mcf from the prior year, largely due to ceiling test impairments recorded in prior quarters that lowered Seneca’s full cost pool depletable base.

Proved Reserves Year-End Update

Seneca’s total proved reserves at September 30, 2025 were 4,981 Bcfe, an increase of 229 Bcfe, or 5%, from September 30, 2024. This increase was a result of Seneca replacing 154% of its fiscal 2025 production. Proved developed reserves at the end of fiscal 2025 were 3,665 Bcfe, representing 74% of total proved reserves. In fiscal 2025, Seneca added 633 Bcfe of proved reserve extensions and discoveries and 23 Bcfe of net positive revisions due to improvements in well performance and price revisions, partially offset by changes in development plans.

Pipeline and Storage Segment

The Pipeline and Storage segment’s operations are carried out by National Fuel Gas Supply Corporation (“Supply Corporation”) and Empire Pipeline, Inc. (“Empire”). The Pipeline and Storage segment provides natural gas transportation and storage services to affiliated and non-affiliated companies through an integrated system of pipelines and underground natural gas storage fields in western New York and Pennsylvania.
Three Months Ended
September 30,
(in thousands) 2025 2024 Variance
GAAP Earnings $ 27,938  $ (5,812) $ 33,750 
Impairment of assets —  46,075  (46,075)
Tax impact of impairment of assets —  (12,316) 12,316 
Adjusted Earnings $ 27,938  $ 27,947  $ (9)
Adjusted EBITDA $ 62,639  $ 62,527  $ 112 

The Pipeline and Storage segment’s fourth quarter GAAP earnings increased $33.8 million versus the prior year primarily due to an impairment charge of $46.1 million ($33.8 million after-tax) to write down the carrying value of certain assets associated with Supply Corporation and Empire's Northern Access project, as the Company determined it was unlikely to pursue construction of the project.

Excluding items impacting comparability, fourth quarter adjusted earnings were relatively flat compared to the prior year.

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Utility Segment

The Utility segment operations are carried out by National Fuel Gas Distribution Corporation (“Distribution Corporation”), which sells or transports natural gas to customers located in western New York and northwestern Pennsylvania.
Three Months Ended
September 30,
(in thousands) 2025 2024 Variance
GAAP Earnings $ (17,790) $ (16,759) $ (1,031)
Adjusted EBITDA $ 2,036  $ (228) $ 2,264 

The Utility segment’s fourth quarter GAAP earnings decreased $1.0 million, or 6%, primarily as a result of increased operation and maintenance ("O&M") expense and income tax expense which more than offset an increase in customer margin.

For the fourth quarter, customer margin (operating revenue less purchased gas sold) increased $5.3 million, largely due to an increase in rates as part of the Utility's New York rate case settlement, which became effective October 1, 2024.

O&M expense increased $3.8 million primarily driven by higher personnel costs, partially offset by a reduction in uncollectible expenses as a result of a tracker implemented as part of the New York rate case settlement. Further, the increase in the Utility segment's income tax expense (or lower income tax benefit) was driven by a higher effective tax rate.

Corporate and All Other

The Company’s operations that are included in Corporate and All Other generated a combined net loss of $6.3 million, an increase of $3.3 million from the prior year net loss, in part due to higher operating expenses which are largely attributable to professional fees related to the previously announced Ohio utility acquisition.


EARNINGS TELECONFERENCE

A conference call to discuss the results will be held on Thursday, November 6, 2025, at 9 a.m. ET. All participants must pre-register to join this conference using the Participant Registration link. A webcast link to the conference call will be provided under the Events Calendar on the NFG Investor Relations website at investor.nationalfuelgas.com. A replay will be available following the call through the end of the day, Thursday, November 13, 2025. To access the replay, dial 1-866-813-9403 and provide Access Code 634818.

National Fuel is an integrated energy company reporting financial results for three operating segments: Integrated Upstream and Gathering, Pipeline and Storage, and Utility. Additional information about National Fuel is available at www.nationalfuel.com.

Analyst Contact: Natalie M. Fischer 716-857-7315
Media Contact: Karen L. Merkel 716-857-7654
Certain statements contained herein, including statements identified by the use of the words “anticipates,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “predicts,” “projects,” “believes,” “seeks,” “will,” “may” and similar expressions, and statements which are other than statements of historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The Company’s expectations, beliefs and projections contained herein are expressed in good faith and are believed to have a reasonable basis, but there can be no assurance that such expectations, beliefs or projections will result or be achieved or accomplished. In addition to other factors, the following are important factors that could cause actual results to differ materially from those discussed in the forward-looking statements: changes in laws, regulations or judicial interpretations to which the Company is subject, including those involving derivatives, taxes, safety, employment, climate change, other environmental matters, real property, and exploration and production activities such as hydraulic fracturing; governmental/regulatory actions, initiatives and proceedings, including those involving rate cases (which address, among other things, target rates of return, rate design, retained natural gas and system modernization), environmental/safety requirements, affiliate relationships, industry structure, and franchise renewal; changes in economic conditions, including the imposition of additional tariffs on U.S. imports and related retaliatory tariffs, inflationary pressures, supply chain issues, liquidity challenges, and global, national or regional recessions, and their effect on the demand for, and customers’ ability to pay for, the Company’s products and services; the Company’s ability to complete strategic transactions, including receipt of required regulatory clearances and satisfaction of other conditions to closing; governmental/regulatory actions and/or market pressures to reduce or eliminate reliance on natural gas; the Page 6.
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Company’s ability to estimate accurately the time and resources necessary to meet emissions targets; changes in the price of natural gas; impairments under the SEC’s full cost ceiling test for natural gas reserves; the creditworthiness or performance of the Company’s key suppliers, customers and counterparties; financial and economic conditions, including the availability of credit, and occurrences affecting the Company’s ability to obtain financing on acceptable terms for working capital, capital expenditures, other investments, and acquisitions, including any downgrades in the Company’s credit ratings and changes in interest rates and other capital market conditions; changes in price differentials between similar quantities of natural gas sold at different geographic locations, and the effect of such changes on commodity production, revenues and demand for pipeline transportation capacity to or from such locations; the impact of information technology disruptions, cybersecurity or data security breaches, including the impact of issues that may arise from the use of artificial intelligence technologies; factors affecting the Company’s ability to successfully identify, drill for and produce economically viable natural gas reserves, including among others geology, lease availability and costs, title disputes, weather conditions, water availability and disposal or recycling opportunities of used water, shortages, delays or unavailability of equipment and services required in drilling operations, insufficient gathering, processing and transportation capacity, the need to obtain governmental approvals and permits, and compliance with environmental laws and regulations; increased costs or delays or changes in plans with respect to Company projects or related projects of other companies, as well as difficulties or delays in obtaining necessary governmental approvals, permits or orders or in obtaining the cooperation of interconnecting facility operators; increasing health care costs and the resulting effect on health insurance premiums and on the obligation to provide other post-retirement benefits; other changes in price differentials between similar quantities of natural gas having different quality, heating value, hydrocarbon mix or delivery date; the cost and effects of legal and administrative claims against the Company or activist shareholder campaigns to effect changes at the Company; negotiations with the collective bargaining units representing the Company’s workforce, including potential work stoppages during negotiations; uncertainty of natural gas reserve estimates; significant differences between the Company’s projected and actual production levels for natural gas; changes in demographic patterns and weather conditions (including those related to climate change); changes in the availability, price or accounting treatment of derivative financial instruments; changes in laws, actuarial assumptions, the interest rate environment and the return on plan/trust assets related to the Company’s pension and other post-retirement benefits, which can affect future funding obligations and costs and plan liabilities; economic disruptions or uninsured losses resulting from major accidents, fires, severe weather, natural disasters, terrorist activities or acts of war, as well as economic and operational disruptions due to third-party outages; significant differences between the Company’s projected and actual capital expenditures and operating expenses; or increasing costs of insurance, changes in coverage and the ability to obtain insurance. The Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date thereof.

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NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES

GUIDANCE SUMMARY

As discussed on page 2, the Company is revising its adjusted earnings per share guidance for fiscal 2026. Additional details on the Company's forecast assumptions and business segment guidance are outlined in the table below. As a reminder, the acquisition of CenterPoint Energy's Ohio natural gas utility business is expected to close in the fourth quarter of calendar 2026, and therefore, is not expected to impact fiscal 2026 guidance. Fiscal 2026 guidance also excludes expected financing and acquisition related costs.

While the Company expects to record certain adjustments to unrealized gain or loss on investments during the fiscal year ending September 30, 2026, the amounts of these and other potential adjustments are not reasonably determinable at this time. As such, the Company is unable to provide earnings guidance other than on a non-GAAP basis.

Previous FY 2026 Guidance Updated FY 2026 Guidance
Consolidated Adjusted Earnings per Share N/A $7.60 - $8.10
Consolidated Effective Tax Rate ~ 25.5% ~ 25.5%
Capital Expenditures (Millions)
    Integrated Upstream and Gathering(1)
 $560 - $610 $560 - $610
    Pipeline and Storage $210 - $250 $210 - $250
    Utility $185 - $205 $185 - $205
    Consolidated Capital Expenditures $955 - $1,065 $955 - $1,065
Integrated Upstream & Gathering Segment Guidance
    Commodity Price Assumptions
    NYMEX natural gas price (per MMBtu) N/A $3.75
    Appalachian basin spot price (per MMBtu) N/A $2.85
    Production (Bcf) 440 to 455 440 to 455
    Integrated Operating Costs(1) ($/Mcf)
    Upstream General and Administrative Expense ~$0.18 ~$0.18
    Lease Operating Expense $0.17 - $0.18 $0.17 - $0.18
    Gathering Operation and Maintenance Expense ~$0.11 ~$0.11
    Depreciation, Depletion and Amortization $0.76 - $0.81 $0.76 - $0.81
Pipeline and Storage Segment Revenues (Millions)
 $415 - $430 $415 - $430
Utility Segment Guidance (Millions)
    Customer Margin(2)
 $470 - $490 $470 - $490
    O&M Expense $250 – $260 $250 – $260
    Non-Service Pension & OPEB Income $23 - $27 $23 - $27

(1) Previous guidance has been restated to accurately reflect the combined Integrated Upstream and Gathering segment.
(2) Customer Margin is defined as Operating Revenues less Purchased Gas Expense.









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NATIONAL FUEL GAS COMPANY
RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS
QUARTER ENDED SEPTEMBER 30, 2025
(Unaudited)
Integrated
Upstream Pipeline & Corporate /
(Thousands of Dollars) & Gathering Storage Utility All Other Consolidated*
Fourth quarter 2024 GAAP earnings $ (142,072) $ (5,812) $ (16,759) $ (2,978) $ (167,621)
Items impacting comparability:
Impairment of assets 272,358  46,075  318,433 
Tax impact of impairment of assets (68,269) (12,316) (80,585)
Unrealized (gain) loss on derivative asset 1,700  1,700 
Tax impact of unrealized (gain) loss on derivative asset (461) (461)
Unrealized (gain) loss on other investments (1,232) (1,232)
Tax impact of unrealized (gain) loss on other investments
 258  258 
Fourth quarter 2024 adjusted earnings 63,256  27,947  (16,759) (3,952) 70,492 
Drivers of adjusted earnings**
Integrated Upstream and Gathering Revenues
Higher (lower) natural gas production 37,160  37,160 
Higher (lower) realized natural gas prices, after hedging 18,674  18,674 
Higher (lower) gathering revenues (606) (606)
Higher (lower) other operating revenues 4,434  4,434 
Pipeline and Storage Revenues
Higher (lower) operating revenues 1,023  1,023 
Utility Margins***
Impact of usage and weather 415  415 
Impact of new rates in New York 3,842  3,842 
Operating Expenses
Lower (higher) lease operating expenses 966  966 
Lower (higher) operating expenses (5,695) (984) (3,027) (348) (10,054)
Lower (higher) property, franchise and other taxes (1,270) 757  (513)
Lower (higher) depreciation / depletion (7,170) (956) (8,126)
Other Income (Expense)
Higher (lower) other income (1,278) 1,879  601 
(Higher) lower interest expense 1,209  679  (824) (1,688) (624)
Income Taxes
Lower (higher) income tax expense / effective tax rate (3,436) 797  (1,434) (1,780) (5,853)
All other / rounding (627) (246) 196  (126) (803)
Fourth quarter 2025 adjusted earnings 106,895  27,938  (17,790) (6,015) 111,028 
Items impacting comparability:
Tax impact of unrealized gain (loss) on derivative asset (3,402) (3,402)
Pending Ohio acquisition costs (1,061) (1,061)
Tax impact of pending Ohio acquisition costs 246  246 
Unrealized gain (loss) on other investments 672  672 
Tax impact of unrealized gain (loss) on other investments (141) (141)
Fourth quarter 2025 GAAP earnings $ 103,493  $ 27,938  $ (17,790) $ (6,299) $ 107,342 
* Amounts do not reflect intercompany eliminations.
** Drivers of adjusted earnings have been calculated using the 21% federal statutory rate.
*** Downstream margin defined as operating revenues less purchased gas expense.



Page 9.

NATIONAL FUEL GAS COMPANY
RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS PER SHARE
QUARTER ENDED SEPTEMBER 30, 2025
(Unaudited)
Integrated
Upstream Pipeline & Corporate /
& Gathering Storage Utility All Other Consolidated*
Fourth quarter 2024 GAAP earnings per share $ (1.55) $ (0.07) $ (0.18) $ (0.04) $ (1.84)
Items impacting comparability:
Impairment of assets, net of tax 2.24  0.37 2.61 
Unrealized (gain) loss on derivative asset, net of tax 0.01  0.01 
Unrealized (gain) loss on other investments, net of tax (0.01) (0.01)
Rounding (0.01) 0.01  — 
Fourth quarter 2024 adjusted earnings per share 0.69  0.30  (0.18) (0.04) 0.77 
Drivers of adjusted earnings**
Integrated Upstream and Gathering Revenues
Higher (lower) natural gas production 0.41  0.41 
Higher (lower) realized natural gas prices, after hedging 0.20  0.20 
Higher (lower) gathering revenues (0.01) (0.01)
Higher (lower) other operating revenues 0.05  0.05 
Pipeline and Storage Revenues
Higher (lower) operating revenues 0.01  0.01 
Utility Margins***
Impact of usage and weather —  — 
Impact of new rates in New York 0.04  0.04 
Operating Expenses
Lower (higher) lease operating expenses 0.01  0.01 
Lower (higher) operating expenses (0.06) (0.01) (0.03) —  (0.10)
Lower (higher) property, franchise and other taxes (0.01) 0.01  — 
Lower (higher) depreciation / depletion (0.08) (0.01) (0.09)
Other Income (Expense)
Higher (lower) other income (0.01) 0.02  0.01 
(Higher) lower interest expense 0.01  0.01  (0.01) (0.02) (0.01)
Income Taxes
Lower (higher) income tax expense / effective tax rate (0.04) 0.01  (0.02) (0.02) (0.07)
All other / rounding —  —  —  —  — 
Fourth quarter 2025 adjusted earnings per share 1.17  0.31  (0.20) (0.06) 1.22 
Items impacting comparability:
Unrealized gain (loss) on derivative asset, net of tax (0.04) (0.04)
Pending Ohio acquisition costs, net of tax (0.01) (0.01)
Unrealized gain (loss) on other investments, net of tax 0.01  0.01 
Fourth quarter 2025 GAAP earnings per share $ 1.13  $ 0.31  $ (0.20) $ (0.06) $ 1.18 
* Amounts do not reflect intercompany eliminations.
** Drivers of adjusted earnings have been calculated using the 21% federal statutory rate.
*** Downstream margin defined as operating revenues less purchased gas expense.







Page 10.

NATIONAL FUEL GAS COMPANY
RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS
TWELVE MONTHS ENDED SEPTEMBER 30, 2025
(Unaudited)
Integrated
Upstream Pipeline & Corporate /
(Thousands of Dollars) & Gathering Storage Utility All Other Consolidated*
Fiscal 2024 GAAP earnings $ (57,041) $ 79,670  $ 57,089  $ (2,205) $ 77,513 
Items impacting comparability:
Impairment of assets 473,054  46,075  519,129 
Tax impact of impairment of assets (123,955) (12,316) (136,271)
Unrealized (gain) loss on derivative asset 6,548  6,548 
Tax impact of unrealized (gain) loss on derivative asset (1,791) (1,791)
Unrealized (gain) loss on other investments (3,034) (3,034)
Tax impact of unrealized (gain) loss on other investments
 637  637 
Fiscal 2024 adjusted earnings 296,815  113,429  57,089  (4,602) 462,731 
Drivers of adjusted earnings**
Integrated Upstream and Gathering Revenues
Higher (lower) natural gas production 66,082  66,082 
Higher (lower) realized natural gas prices, after hedging 88,324  88,324 
Higher (lower) gathering revenues (2,942) (2,942)
Higher (lower) other operating revenues 12,842  12,842 
Pipeline and Storage Revenues
Higher (lower) operating revenues 13,236  13,236 
Utility Margins***
Impact of usage and weather
 2,411  2,411 
Impact of new rates in New York 31,808  31,808 
Operating Expenses
Lower (higher) lease operating expenses 1,097  1,097 
Lower (higher) operating expenses (13,546) (4,775) (9,727) (2,088) (30,136)
Lower (higher) property, franchise and other taxes (3,312) (3,312)
Lower (higher) depreciation / depletion 3,907  (3,507) 400 
Other Income (Expense)
Higher (lower) other income (3,089) (3,119) 15,283  5,534  14,609 
(Higher) lower interest expense 1,516  (6,510) (6,469) (11,463)
Income Taxes
Lower (higher) income tax expense / effective tax rate
 (10,611) 512  (3,750) (1,028) (14,877)
All other / rounding (558) 158  152  (57) (305)
Fiscal 2025 adjusted earnings 435,009  120,957  83,249  (8,710) 630,505 
Items impacting comparability:
Impairment of assets (141,802) (141,802)
Tax impairment of assets 37,169  37,169 
Premiums paid on early redemption of debt (2,385) (2,385)
Tax impact of premiums paid on early redemption of debt 642  642 
Unrealized gain (loss) on derivative asset (729) (729)
Tax impact of unrealized gain (loss) on derivative asset (3,206) (3,206)
Pending Ohio acquisition costs (1,061) (1,061)
Tax impact of pending Ohio acquisition costs 246  246 
Unrealized gain (loss) on other investments
 (1,108) (1,108)
Tax impact of unrealized gain (loss) on other investments
 233  233 
Fiscal 2025 GAAP earnings $ 324,698  $ 120,957  $ 83,249  $ (10,400) $ 518,504 
* Amounts do not reflect intercompany eliminations.
** Drivers of adjusted earnings have been calculated using the 21% federal statutory rate.
*** Downstream margin defined as operating revenues less purchased gas expense.



Page 11.

NATIONAL FUEL GAS COMPANY
RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS PER SHARE
TWELVE MONTHS ENDED SEPTEMBER 30, 2025
(Unaudited)
Integrated
Upstream Pipeline & Corporate /
& Gathering Storage Utility All Other Consolidated*
Fiscal 2024 GAAP earnings per share $ (0.62) $ 0.86  $ 0.62  $ (0.02) $ 0.84 
Items impacting comparability:
Impairment of assets, net of tax 3.78  0.37 4.15 
Unrealized (gain) loss on derivative asset, net of tax 0.05  0.05 
Unrealized (gain) loss on other investments, net of tax (0.03) (0.03)
Rounding 0.01  (0.01) — 
Fiscal 2024 adjusted earnings per share 3.22  1.23  0.62  (0.06) 5.01 
Drivers of adjusted earnings**
Integrated Upstream and Gathering Revenues
Higher (lower) natural gas production 0.72  0.72 
Higher (lower) realized natural gas prices, after hedging
 0.97  0.97 
Higher (lower) gathering revenues (0.03) (0.03)
Higher (lower) other operating revenues 0.14  0.14 
Pipeline and Storage Revenues
Higher (lower) operating revenues 0.15  0.15 
Utility Margins***
Impact of usage and weather
 0.03  0.03 
Impact of new rates in New York 0.35  0.35 
Operating Expenses
Lower (higher) lease operating expenses 0.01  0.01 
Lower (higher) operating expenses (0.15) (0.05) (0.11) (0.02) (0.33)
Lower (higher) property, franchise and other taxes (0.04) (0.04)
Lower (higher) depreciation / depletion 0.04  (0.04) — 
Other Income (Expense)
Higher (lower) other income (0.03) (0.03) 0.17  0.06  0.17 
(Higher) lower interest expense 0.02  (0.07) (0.07) (0.12)
Income Taxes
Lower (higher) income tax expense / effective tax rate
 (0.12) 0.01  (0.04) (0.01) (0.16)
Impact of reduction in shares 0.04  0.01  0.01  —  0.06 
All other / rounding —  (0.01) (0.01) —  (0.02)
Fiscal 2025 adjusted earnings per share 4.77  1.33  0.91  (0.10) 6.91 
Items impacting comparability:
Impairment of assets, net of tax (1.14) (1.14)
Premiums paid on early redemption of debt, net of tax (0.02) (0.02)
Unrealized gain (loss) on derivative asset, net of tax (0.04) (0.04)
Pending Ohio acquisition costs, net of tax (0.01) (0.01)
Unrealized gain (loss) on other investments, net of tax
 (0.01) (0.01)
Rounding (0.01) (0.01)
Fiscal 2025 GAAP earnings per share $ 3.56  $ 1.33  $ 0.91  $ (0.12) $ 5.68 
* Amounts do not reflect intercompany eliminations.
** Drivers of adjusted earnings have been calculated using the 21% federal statutory rate.
*** Downstream margin defined as operating revenues less purchased gas expense.


Page 12.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
(Thousands of Dollars, except per share amounts)
Three Months Ended Twelve Months Ended
September 30, September 30,
(Unaudited) (Unaudited)
SUMMARY OF OPERATIONS 2025 2024 2025 2024
Operating Revenues:
Utility Revenues $ 87,829  $ 79,830  $ 817,274  $ 696,807 
Integrated Upstream and Gathering and Other Revenues 300,362  224,920  1,184,136  976,615 
Pipeline and Storage Revenues 68,215  67,318  276,131  271,388 
456,406  372,068  2,277,541  1,944,810 
Operating Expenses:
Purchased Gas (15,221) (17,382) 213,441  150,062 
Operation and Maintenance:
      Utility 55,895  51,988  230,639  218,393 
      Integrated Upstream and Gathering and Other 59,432  51,754  206,616  187,024 
Pipeline and Storage 34,066  32,782  120,610  114,601 
Property, Franchise and Other Taxes 22,930  22,216  94,380  88,851 
Depreciation, Depletion and Amortization 119,539  108,847  456,594  457,026 
Impairment of Assets —  318,433  141,802  519,129 
276,641  568,638  1,464,082  1,735,086 
Operating Income (Loss) 179,765  (196,570) 813,459  209,724 
Other Income (Expense):
Other Income (Deductions) 4,941  3,237  36,428  16,226 
Interest Expense on Long-Term Debt (33,514) (33,008) (140,870) (122,799)
Other Interest Expense (1,931) (1,646) (14,964) (15,896)
Income (Loss) Before Income Taxes 149,261  (227,987) 694,053  87,255 
Income Tax Expense (Benefit) 41,919  (60,366) 175,549  9,742 
Net Income (Loss) Available for Common Stock $ 107,342  $ (167,621) $ 518,504  $ 77,513 
Earnings (Loss) Per Common Share
Basic $ 1.19  $ (1.84) $ 5.73  $ 0.84 
Diluted $ 1.18  $ (1.84) $ 5.68  $ 0.84 
Weighted Average Common Shares:
Used in Basic Calculation 90,366,462 91,270,386 90,500,916 91,791,167
Used in Diluted Calculation 91,189,155 91,270,386 91,227,473 92,344,511









Page 13.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, September 30,
(Thousands of Dollars) 2025 2024
ASSETS
Property, Plant and Equipment $15,406,329  $14,524,798 
Less - Accumulated Depreciation, Depletion and Amortization 7,693,687  7,185,593 
Net Property, Plant and Equipment
 7,712,642  7,339,205 
Current Assets:
Cash and Temporary Cash Investments 43,166  38,222 
Receivables - Net 180,801  127,222 
Unbilled Revenue 16,219  15,521 
Gas Stored Underground 33,468  35,055 
Materials and Supplies - at average cost 50,545  47,670 
Unrecovered Purchased Gas Costs 5,769  — 
Other Current Assets 80,759  92,229 
Total Current Assets
 410,727  355,919 
Other Assets:
Recoverable Future Taxes 89,247  80,084 
Unamortized Debt Expense 6,236  5,604 
Other Regulatory Assets 135,486  108,022 
Deferred Charges 73,941  69,662 
Other Investments 68,346  81,705 
Goodwill 5,476  5,476 
Prepaid Pension and Post-Retirement Benefit Costs 169,228  180,230 
Fair Value of Derivative Financial Instruments 39,388  87,905 
Other 8,387  5,958 
Total Other Assets
 595,735  624,646 
Total Assets $8,719,104  $8,319,770 
CAPITALIZATION AND LIABILITIES
Capitalization:
Comprehensive Shareholders' Equity
Common Stock, $1 Par Value Authorized - 200,000,000 Shares; Issued and
Outstanding - 90,379,095 Shares and 91,005,993 Shares, Respectively
 $90,379  $91,006 
Paid in Capital 1,050,918  1,045,487 
Earnings Reinvested in the Business 2,012,529  1,727,326 
Accumulated Other Comprehensive Loss (59,222) (15,476)
Total Comprehensive Shareholders' Equity 3,094,604  2,848,343 
Long-Term Debt, Net of Current Portion and Unamortized Discount and Debt Issuance Costs 2,382,861  2,188,243 
Total Capitalization
 5,477,465  5,036,586 
Current and Accrued Liabilities:
Notes Payable to Banks and Commercial Paper 150,200  90,700 
Current Portion of Long-Term Debt 300,000  500,000 
Accounts Payable 184,046  165,068 
Amounts Payable to Customers 968  42,720 
Dividends Payable 48,353  46,872 
Interest Payable on Long-Term Debt 14,393  27,247 
Customer Advances 17,188  19,373 
Customer Security Deposits 29,853  36,265 
Other Accruals and Current Liabilities 174,689  162,903 
Fair Value of Derivative Financial Instruments 6,074  4,744 
Total Current and Accrued Liabilities
 925,764  1,095,892 
Other Liabilities:
Deferred Income Taxes 1,225,262  1,111,165 
Taxes Refundable to Customers 306,335  305,645 
Cost of Removal Regulatory Liability 307,659  292,477 
Other Regulatory Liabilities 121,944  151,452 
Pension and Other Post-Retirement Liabilities 5,252  3,511 
Asset Retirement Obligations 236,787  203,006 
Other Liabilities 112,636  120,036 
Total Other Liabilities 2,315,875  2,187,292 
Commitments and Contingencies —  — 
Total Capitalization and Liabilities $8,719,104  $8,319,770 



Page 14.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Twelve Months Ended
September 30,
(Thousands of Dollars) 2025 2024
Operating Activities:
Net Income Available for Common Stock $ 518,504  $ 77,513 
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
    
Impairment of Assets 141,802  519,129 
Depreciation, Depletion and Amortization 456,594  457,026 
Deferred Income Taxes 121,274  (2,610)
Premium Paid on Early Redemption of Debt 2,385  — 
Stock-Based Compensation 19,754  22,080 
Other 24,936  24,411 
Change in:    
Receivables and Unbilled Revenue (54,521) 34,369 
Gas Stored Underground and Materials and Supplies (1,378) 1,738 
Unrecovered Purchased Gas Costs (5,769) — 
Other Current Assets 11,387  8,144 
Accounts Payable 12,785  5,616 
Amounts Payable to Customers (41,752) (16,299)
Customer Advances (2,185) (1,630)
Customer Security Deposits (6,412) 7,501 
Other Accruals and Current Liabilities 489  2,637 
Other Assets (29,106) (48,183)
Other Liabilities (68,760) (25,481)
Net Cash Provided by Operating Activities $ 1,100,027  $ 1,065,961 
Investing Activities:
Capital Expenditures $ (912,821) $ (931,236)
Sale of Fixed Income Mutual Fund Shares in Grantor Trust 7,000  — 
Other 14,121  (2,669)
Net Cash Used in Investing Activities $ (891,700) $ (933,905)
Financing Activities:
Changes in Notes Payable to Banks and Commercial Paper $ 59,500  $ (196,800)
Shares Repurchased Under Repurchase Plan (54,430) (64,086)
Reduction of Long-Term Debt (1,004,086) — 
Net Proceeds From Issuance of Long-Term Debt 988,729  299,359 
Dividends Paid on Common Stock (188,438) (183,798)
Net Repurchases of Common Stock Under Stock and Benefit Plans (4,658) (3,956)
Net Cash Used in Financing Activities $ (203,383) $ (149,281)
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash 4,944  (17,225)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period 38,222  55,447 
Cash, Cash Equivalents, and Restricted Cash at September 30 $ 43,166  $ 38,222 









Page 15.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
SEGMENT OPERATING RESULTS AND STATISTICS
(UNAUDITED)
INTEGRATED UPSTREAM AND GATHERING SEGMENT
Three Months Ended Twelve Months Ended
(Thousands of Dollars, except per share amounts) September 30, September 30,
2025 2024 Variance 2025 2024 Variance
Total Operating Revenues $ 300,362  $ 224,920  $ 75,442  $ 1,184,136  $ 976,615  $ 207,521 
Operating Expenses:
Operation and Maintenance:
Upstream General and Administrative Expense 18,504  17,977  527  75,280  71,148  4,132 
Lease Operating Expense 14,954  16,176  (1,222) 50,665  52,053  (1,388)
Gathering Operation and Maintenance Expense 15,003  10,561  4,442  48,635  36,140  12,495 
All Other Operation and Maintenance Expense 5,056  2,815  2,241  16,049  15,529  520 
Property, Franchise and Other Taxes 5,752  4,145  1,607  18,325  14,132  4,193 
Depreciation, Depletion and Amortization 82,847  73,771  9,076  311,817  316,762  (4,945)
Impairment of Assets —  272,358  (272,358) 141,802  473,054  (331,252)
142,116  397,803  (255,687) 662,573  978,818  (316,245)
Operating Income (Loss) 158,246  (172,883) 331,129  521,563  (2,203) 523,766 
Other Income (Expense):
 Non-Service Pension and Post-Retirement Benefit Credit 37  109  (72) 147  440  (293)
Interest and Other Income (Deductions) 148  (912) 1,060  716  (1,486) 2,202 
Interest Expense on Long-Term Debt —  —  —  (3,283) —  (3,283)
Interest Expense (16,604) (18,134) 1,530  (73,350) (74,005) 655 
Income (Loss) Before Income Taxes 141,827  (191,820) 333,647  445,793  (77,254) 523,047 
Income Tax Expense (Benefit) 38,334  (49,748) 88,082  121,095  (20,213) 141,308 
Net Income (Loss) $ 103,493  $ (142,072) $ 245,565  $ 324,698  $ (57,041) $ 381,739 
Net Income (Loss) Per Share (Diluted) $ 1.13  $ (1.55) $ 2.68  $ 3.56  $ (0.62) $ 4.18 












Page 16.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
SEGMENT OPERATING RESULTS AND STATISTICS
(UNAUDITED)
PIPELINE AND STORAGE SEGMENT
Three Months Ended Twelve Months Ended
(Thousands of Dollars, except per share amounts) September 30, September 30,
2025 2024 Variance 2025 2024 Variance
Revenues from External Customers $ 68,215  $ 67,318  $ 897  $ 276,131  $ 271,388  $ 4,743 
Intersegment Revenues 37,622  37,224  398  151,470  141,005  10,465 
Total Operating Revenues 105,837  104,542  1,295  427,601  412,393  15,208 
Operating Expenses:
Purchased Gas 32  (3) 35  (10) 1,537  (1,547)
Operation and Maintenance 34,439  33,194  1,245  122,379  116,335  6,044 
Property, Franchise and Other Taxes 8,727  8,824  (97) 34,453  34,601  (148)
Depreciation, Depletion and Amortization 18,747  18,373  374  74,480  74,530  (50)
Impairment of Assets —  46,075  (46,075) —  46,075  (46,075)
61,945  106,463  (44,518) 231,302  273,078  (41,776)
Operating Income (Loss) 43,892  (1,921) 45,813  196,299  139,315  56,984 
Other Income (Expense):
Non-Service Pension and Post-Retirement Benefit Credit 952  1,257  (305) 3,810  5,030  (1,220)
Interest and Other Income 1,161  2,458  (1,297) 6,105  8,798  (2,693)
Interest Expense (10,871) (11,730) 859  (45,509) (47,428) 1,919 
Income (Loss) Before Income Taxes 35,134  (9,936) 45,070  160,705  105,715  54,990 
Income Tax Expense (Benefit) 7,196  (4,124) 11,320  39,748  26,045  13,703 
Net Income (Loss) $ 27,938  $ (5,812) $ 33,750  $ 120,957  $ 79,670  $ 41,287 
Net Income (Loss) Per Share (Diluted) $ 0.31  $ (0.07) $ 0.38  $ 1.33  $ 0.86  $ 0.47 


Page 17.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
SEGMENT OPERATING RESULTS AND STATISTICS
(UNAUDITED)
UTILITY SEGMENT
Three Months Ended Twelve Months Ended
(Thousands of Dollars, except per share amounts) September 30, September 30,
2025 2024 Variance 2025 2024 Variance
Revenues from External Customers $ 87,829  $ 79,830  $ 7,999  $ 817,274  $ 696,807  $ 120,467 
Intersegment Revenues 76  77  (1) 355  555  (200)
Total Operating Revenues 87,905  79,907  7,998  817,629  697,362  120,267 
Operating Expenses:
Purchased Gas 20,912  18,232  2,680  358,454  283,215  75,239 
Operation and Maintenance 56,713  52,882  3,831  234,455  222,142  12,313 
Property, Franchise and Other Taxes 8,244  9,021  (777) 41,006  39,492  1,514 
Depreciation, Depletion and Amortization 17,793  16,583  1,210  69,701  65,261  4,440 
103,662  96,718  6,944  703,616  610,110  93,506 
Operating Income (Loss) (15,757) (16,811) 1,054  114,013  87,252  26,761 
Other Income (Expense):
 Non-Service Pension and Post-Retirement Benefit Credit 1,719  251  1,468  25,217  2,040  23,177 
Interest and Other Income 772  1,740  (968) 2,641  6,475  (3,834)
Interest Expense (10,368) (9,325) (1,043) (42,969) (34,727) (8,242)
Income (Loss) Before Income Taxes (23,634) (24,145) 511  98,902  61,040  37,862 
Income Tax Expense (Benefit) (5,844) (7,386) 1,542  15,653  3,951  11,702 
Net Income (Loss) $ (17,790) $ (16,759) $ (1,031) $ 83,249  $ 57,089  $ 26,160 
Net Income (Loss) Per Share (Diluted) $ (0.20) $ (0.18) $ (0.02) $ 0.91  $ 0.62  $ 0.29 


























Page 18.



NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
SEGMENT OPERATING RESULTS AND STATISTICS
(UNAUDITED)
Three Months Ended Twelve Months Ended
(Thousands of Dollars, except per share amounts) September 30, September 30,
ALL OTHER 2025 2024 Variance 2025 2024 Variance
Total Operating Revenues $ —  $ —  $ —  $ —  $ —  $ — 
Operating Expenses:
Operation and Maintenance —  17  (17) —  17  (17)
—  17  (17) —  17  (17)
Operating Loss —  (17) 17  —  (17) 17 
Other Income (Expense):
Interest and Other Income (Deductions) (35) (227) 192  (523) (412) (111)
Interest Expense (148) (112) (36) (536) (374) (162)
Loss before Income Taxes (183) (356) 173  (1,059) (803) (256)
Income Tax Benefit (42) (81) 39  (245) (186) (59)
Net Loss $ (141) $ (275) $ 134  $ (814) $ (617) $ (197)
Net Loss Per Share (Diluted) $ —  $ (0.01) $ 0.01  $ (0.01) $ —  $ (0.01)
Three Months Ended Twelve Months Ended
September 30, September 30,
CORPORATE 2025 2024 Variance 2025 2024 Variance
Revenues from External Customers $ —  $ —  $ —  $ —  $ —  $ — 
Intersegment Revenues 1,070  1,216  (146) 5,094  5,073  21 
Total Operating Revenues 1,070  1,216  (146) 5,094  5,073  21 
Operating Expenses:
Operation and Maintenance 7,327  5,808  1,519  22,318  18,597  3,721 
Property, Franchise and Other Taxes 207  226  (19) 596  626  (30)
Depreciation, Depletion and Amortization 152  120  32  596  473  123 
7,686  6,154  1,532  23,510  19,696  3,814 
Operating Loss (6,616) (4,938) (1,678) (18,416) (14,623) (3,793)
Other Income (Expense):
Non-Service Pension and Post-Retirement Benefit Costs (212) (386) 174  (847) (1,548) 701 
Interest and Other Income 39,504  40,938  (1,434) 163,422  161,225  2,197 
Interest Expense on Long-Term Debt (33,514) (33,008) (506) (137,587) (122,799) (14,788)
Other Interest Expense (3,045) (4,336) 1,291  (16,860) (23,698) 6,838 
Loss before Income Taxes (3,883) (1,730) (2,153) (10,288) (1,443) (8,845)
Income Tax Expense (Benefit) 2,275  973  1,302  (702) 145  (847)
Net Loss $ (6,158) $ (2,703) $ (3,455) $ (9,586) $ (1,588) $ (7,998)
Net Loss Per Share (Diluted) $ (0.06) $ (0.03) $ (0.03) $ (0.11) $ (0.02) $ (0.09)
Three Months Ended Twelve Months Ended
September 30, September 30,
INTERSEGMENT ELIMINATIONS 2025 2024 Variance 2025 2024 Variance
Intersegment Revenues $ (38,768) $ (38,517) $ (251) $ (156,919) $ (146,633) $ (10,286)
Operating Expenses:
Purchased Gas (36,165) (35,611) (554) (145,003) (134,690) (10,313)
Operation and Maintenance (2,603) (2,906) 303  (11,916) (11,943) 27 
(38,768) (38,517) (251) (156,919) (146,633) (10,286)
Operating Income —  —  —  —  —  — 
Other Income (Expense):
Interest and Other Deductions (39,105) (41,991) 2,886  (164,260) (164,336) 76 
Interest Expense 39,105  41,991  (2,886) 164,260  164,336  (76)
Net Income $ —  $ —  $ —  $ —  $ —  $ — 
Net Income Per Share (Diluted) $ —  $ —  $ —  $ —  $ —  $ — 



Page 19.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
SEGMENT INFORMATION (Continued)
(Thousands of Dollars)
Three Months Ended Twelve Months Ended
September 30, September 30,
(Unaudited) (Unaudited)
Increase Increase
2025 2024 (Decrease) 2025 2024 (Decrease)
Capital Expenditures:
Integrated Upstream and Gathering(1)
 $ 196,433 
(2)
 $ 176,692 
(3)
 $ 19,741  $ 605,433 
(2)(3)
 $ 645,600 
(3)(4)
 $ (40,167)
Pipeline and Storage 63,681 
(2)
 42,039 
(3)
 21,642  121,798 
(2)(3)
 110,830 
(3)(4)
 10,968 
Utility 61,639 
(2)
 67,108 
(3)
 (5,469) 189,961 
(2)(3)
 184,615 
(3)(4)
 5,346 
Total Reportable Segments 321,753  285,839  35,914  917,192  941,045  (23,853)
All Other —  —  —  —  —  — 
Corporate 393  717  (324) 909  970  (61)
Total Capital Expenditures $ 322,146  $ 286,556  $ 35,590  $ 918,101  $ 942,015  $ (23,914)

(1)The year ended September 30, 2024 includes $6.2 million related to the acquisition of assets from UGI. Non-acquisition capital expenditures in the Integrated Upstream and Gathering segment were $530.1 million in fiscal 2024.

(2)Capital expenditures for the quarter and year ended September 30, 2025, include accounts payable and accrued liabilities related to capital expenditures of $87.9 million, $19.4 million and $18.0 million in the Integrated Upstream and Gathering segment, Pipeline and Storage segment and Utility segment, respectively. These amounts have been excluded from the Consolidated Statement of Cash Flows at September 30, 2025, since they represent non-cash investing activities at that date.

(3)Capital expenditures for the year ended September 30, 2025, exclude capital expenditures of $85.0 million, $14.4 million and $20.6 million in the Integrated Upstream and Gathering segment, Pipeline and Storage segment and Utility segment, respectively. These amounts were in accounts payable and accrued liabilities at September 30, 2024 and paid during the year ended September 30, 2025. These amounts were excluded from the Consolidated Statement of Cash Flows at September 30, 2024, since they represented non-cash investing activities at that date. These amounts have been included in the Consolidated Statement of Cash Flows at September 30, 2025.

(4)Capital expenditures for the year ended September 30, 2024, exclude capital expenditures of $63.8 million, $31.8 million and $13.6 million in the Integrated Upstream and Gathering segment, Pipeline and Storage segment and Utility segment, respectively. These amounts were in accounts payable and accrued liabilities at September 30, 2023 and paid during the year ended September 30, 2024. These amounts were excluded from the Consolidated Statement of Cash Flows at September 30, 2023, since they represented non-cash investing activities at that date. These amounts have been included in the Consolidated Statement of Cash Flows at September 30, 2024.

DEGREE DAYS
Percent Colder
(Warmer) Than:
Three Months Ended September 30, Normal 2025 2024
  Normal (1)
Last Year (1)
Buffalo, NY(2)
 112 60 34 (46.4) 76.5 
Erie, PA 78 70 23 (10.3) 204.3 
Twelve Months Ended September 30,
Buffalo, NY(2)
 6,307 5,885 5,162 (6.7) 14.0 
Erie, PA 5,771 5,597 4,782 (3.0) 17.0 
(1)Percents compare actual 2025 degree days to normal degree days and actual 2025 degree days to actual 2024 degree days.
(2)Normal degree days changed from NOAA 30-year degree days to NOAA 15-year degree days with the implementation of new base rates in New York effective October 2024.


Page 20.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
INTEGRATED UPSTREAM AND GATHERING INFORMATION
Three Months Ended Twelve Months Ended
September 30, September 30,
Increase Increase
2025 2024 (Decrease) 2025 2024 (Decrease)
Gas Production/Prices:
Production (MMcf)
Appalachia 111,538  91,902  19,636  426,357  392,047  34,310 
Average Prices (Per Mcf)
Weighted Average $ 2.41  $ 1.73  $ 0.68  $ 2.59  $ 1.88  $ 0.71 
Weighted Average after Hedging 2.61  2.40  0.21  2.70  2.44  0.26 
Selected Operating Performance Statistics:
Upstream General and Administrative Expense per Mcf (1)
 $ 0.17  $ 0.20  $ (0.03) $ 0.18  $ 0.18  $ — 
Lease Operating Expense per Mcf (1)
 $ 0.13  $ 0.18  $ (0.05) $ 0.12  $ 0.13  $ (0.01)
Gathering Operation and Maintenance Expense per Mcf (1)
 $ 0.13  $ 0.11  $ 0.02  $ 0.11  $ 0.09  $ 0.02 
Depreciation, Depletion and Amortization per Mcf (1)
 $ 0.74  $ 0.80  $ (0.06) $ 0.73  $ 0.81  $ (0.08)

(1)Refer to page 15 for the Upstream General and Administrative Expense, Lease Operating Expense, Gathering Operation and Maintenance Expense, and Depreciation, Depletion, and Amortization Expense for the Integrated Upstream and Gathering segment.


Page 21.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
EXPLORATION AND PRODUCTION INFORMATION
Reserve Quantity Information
(Unaudited)
U.S.
Appalachian Region
Gas Oil Total
(MMcf) (Mbbl) (MMcfe)
Proved Developed and Undeveloped Reserves:
September 30, 2024 4,751,762  193  4,752,920 
Extensions and Discoveries 632,536  —  632,536 
Revisions of Previous Estimates 22,469  15  22,559 
Production (426,357) (28) (426,525)
September 30, 2025 4,980,410  180  4,981,490 
Proved Developed Reserves:
September 30, 2024 3,484,852  193  3,486,010 
September 30, 2025 3,664,381  180  3,665,461 


Page 22.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
Pipeline and Storage Throughput - (millions of cubic feet - MMcf)
Three Months Ended Twelve Months Ended
September 30, September 30,
Increase Increase
2025 2024 (Decrease) 2025 2024 (Decrease)
Firm Transportation - Affiliated 15,747  16,412  (665) 116,981  108,845  8,136 
Firm Transportation - Non-Affiliated 152,755  150,126  2,629  668,166  648,562  19,604 
Interruptible Transportation 319  283  36  984  1,791  (807)
168,821  166,821  2,000  786,131  759,198  26,933 
Utility Throughput - (MMcf)
Three Months Ended Twelve Months Ended
September 30, September 30,
Increase Increase
2025 2024 (Decrease) 2025 2024 (Decrease)
Retail Sales:
Residential Sales 3,529  3,590  (61) 64,267  56,758  7,509 
Commercial Sales 617  588  29  10,614  8,989  1,625 
Industrial Sales 41  54  (13) 635  444  191 
4,187  4,232  (45) 75,516  66,191  9,325 
Transportation 10,321  9,313  1,008  66,202  62,297  3,905 
14,508  13,545  963  141,718  128,488  13,230 
































Page 23.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES

In addition to financial measures calculated in accordance with generally accepted accounting principles (GAAP), this press release contains information regarding adjusted earnings, adjusted EBITDA and free cash flow, which are non-GAAP financial measures. The Company believes that these non-GAAP financial measures are useful to investors because they provide an alternative method for assessing the Company's ongoing operating results or liquidity and for comparing the Company’s financial performance to other companies. The Company's management uses these non-GAAP financial measures for the same purpose, and for planning and forecasting purposes. The presentation of non-GAAP financial measures is not meant to be a substitute for financial measures in accordance with GAAP.

Management defines adjusted earnings as reported GAAP earnings before items impacting comparability. The following table reconciles National Fuel's reported GAAP earnings to adjusted earnings for the three and twelve months ended September 30, 2025 and 2024:
Three Months Ended Twelve Months Ended
September 30, September 30,
(in thousands except per share amounts) 2025 2024 2025 2024
Reported GAAP Earnings $ 107,342  $ (167,621) $ 518,504  $ 77,513 
Items impacting comparability:
Impairment of assets —  318,433  141,802  519,129 
Tax impact of impairment of assets —  (80,585) (37,169) (136,271)
Premiums paid on early redemption of debt —  —  2,385  — 
Tax impact of premiums paid on early redemption of debt —  —  (642) — 
Unrealized (gain) loss on derivative asset —  1,700  729  6,548 
Tax impact of unrealized (gain) loss on derivative asset 3,402  (461) 3,206  (1,791)
Pending Ohio acquisition costs 1,061  —  1,061  — 
Tax impact of pending Ohio acquisition costs (246) —  (246) — 
Unrealized (gain) loss on other investments (672) (1,232) 1,108  (3,034)
Tax impact of unrealized (gain) loss on other investments 141  258  (233) 637 
Adjusted Earnings $ 111,028  $ 70,492  $ 630,505  $ 462,731 
Reported GAAP Earnings Per Share $ 1.18  $ (1.84) $ 5.68  $ 0.84 
Items impacting comparability:
Impairment of assets, net of tax —  2.61  1.14  4.15 
Premiums paid on early redemption of debt, net of tax —  —  0.02  — 
Unrealized (gain) loss on derivative asset, net of tax 0.04  0.01  0.04  0.05 
Pending Ohio acquisition costs, net of tax 0.01  —  0.01  — 
Unrealized (gain) loss on other investments, net of tax (0.01) (0.01) 0.01  (0.03)
Rounding —  —  0.01  — 
Adjusted Earnings Per Share $ 1.22  $ 0.77  $ 6.91  $ 5.01 

Management defines adjusted EBITDA as reported GAAP earnings before the following items: interest expense, income taxes, depreciation, depletion and amortization, other income and deductions, impairments, and other items reflected in operating income that impact comparability. The following tables reconcile National Fuel's reported GAAP earnings to adjusted EBITDA for the three and twelve months ended September 30, 2025 and 2024:

Three Months Ended Twelve Months Ended
September 30, September 30,
(in thousands) 2025 2024 2025 2024
Reported GAAP Earnings $ 107,342  $ (167,621) $ 518,504  $ 77,513 
Depreciation, Depletion and Amortization 119,539  108,847  456,594  457,026 
Other (Income) Deductions (4,941) (3,237) (36,428) (16,226)
Interest Expense 35,445  34,654  155,834  138,695 
Income Taxes 41,919  (60,366) 175,549  9,742 
Impairment of Assets —  318,433  141,802  519,129 
Pending Ohio Acquisition Costs 1,061  —  1,061  — 
Adjusted EBITDA $ 300,365  $ 230,710  $ 1,412,916  $ 1,185,879 
Adjusted EBITDA by Segment
Integrated Upstream and Gathering Adjusted EBITDA $ 241,093  $ 173,246  $ 975,182  $ 787,613 
Pipeline and Storage Adjusted EBITDA 62,639  62,527  270,779  259,920 
Utility Adjusted EBITDA 2,036  (228) 183,714  152,513 
Corporate and All Other Adjusted EBITDA (5,403) (4,835) (16,759) (14,167)
Total Adjusted EBITDA $ 300,365  $ 230,710  $ 1,412,916  $ 1,185,879 





Page 24.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES
SEGMENT ADJUSTED EBITDA

Three Months Ended Twelve Months Ended
September 30, September 30,
(in thousands) 2025 2024 2025 2024
Integrated Upstream and Gathering Segment
Reported GAAP Earnings $ 103,493  $ (142,072) $ 324,698  $ (57,041)
Depreciation, Depletion and Amortization 82,847  73,771  311,817  316,762 
Other (Income) Deductions (185) 803  (863) 1,046 
Interest Expense 16,604  18,134  76,633  74,005 
Income Taxes 38,334  (49,748) 121,095  (20,213)
Impairment of Assets —  272,358  141,802  473,054 
Adjusted EBITDA $ 241,093  $ 173,246  $ 975,182  $ 787,613 
Pipeline and Storage Segment
Reported GAAP Earnings $ 27,938  $ (5,812) $ 120,957  $ 79,670 
Depreciation, Depletion and Amortization 18,747  18,373  74,480  74,530 
Other (Income) Deductions (2,113) (3,715) (9,915) (13,828)
Interest Expense 10,871  11,730  45,509  47,428 
Income Taxes 7,196  (4,124) 39,748  26,045 
Impairment of Assets —  46,075  —  46,075 
Adjusted EBITDA $ 62,639  $ 62,527  $ 270,779  $ 259,920 
Utility Segment
Reported GAAP Earnings $ (17,790) $ (16,759) $ 83,249  $ 57,089 
Depreciation, Depletion and Amortization 17,793  16,583  69,701  65,261 
Other (Income) Deductions (2,491) (1,991) (27,858) (8,515)
Interest Expense 10,368  9,325  42,969  34,727 
Income Taxes (5,844) (7,386) 15,653  3,951 
Adjusted EBITDA $ 2,036  $ (228) $ 183,714  $ 152,513 
Corporate and All Other
Reported GAAP Earnings $ (6,299) $ (2,978) $ (10,400) $ (2,205)
Depreciation, Depletion and Amortization 152  120  596  473 
Other (Income) Deductions (152) 1,666  2,208  5,071 
Interest Expense (2,398) (4,535) (9,277) (17,465)
Income Taxes 2,233  892  (947) (41)
Pending Ohio Acquisition Costs 1,061  —  1,061  — 
Adjusted EBITDA $ (5,403) $ (4,835) $ (16,759) $ (14,167)


Management defines free cash flow as net cash provided by operating activities, less net cash used in investing activities, adjusted for acquisitions and divestitures. The Company is unable to provide a reconciliation of any projected free cash flow measure to its comparable GAAP financial measure without unreasonable efforts. This is due to an inability to calculate the comparable GAAP projected metrics, including operating income and total production costs, given the unknown effect, timing, and potential significance of certain income statement items.