NATIONAL FUEL GAS CO

8-K · d88985d8k.htm

0000070145 2026-06-10 2026-06-10
  
  
 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): June 10, 2026
  
  

 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 8.01 Other Events.
 In connection with the offering and sale of $500,000,000 aggregate principal amount of 4.75% notes due 2029 (the “2029 Notes”), $500,000,000 aggregate principal amount of 5.05% notes due 2031 (the “2031 Notes”) and $500,000,000 aggregate principal amount of 5.50% notes due 2036 (the “2036 Notes” and, collectively with the 2029 Notes and the 2031 Notes, the “Notes”), National Fuel Gas Company (the “Company”) is filing herewith the following exhibits to its Registration Statement on Form S-3 (Registration No. 333-273926):
  

  
 1.
 Underwriting Agreement, dated May 27, 2026, by and among the Company and TD Securities (USA) LLC, Wells Fargo Securities, LLC, BofA Securities, Inc., and J.P. Morgan Securities LLC, acting as representatives of several underwriters named therein.

  

  
 2.
 Officer’s Certificate dated June 10, 2026, establishing the terms of the Notes.

  

  
 3.
 Form of 2029 Note, as established by the Officer’s Certificate above.

  

  
 4.
 Form of 2031 Note, as established by the Officer’s Certificate above.

  

  
 5.
 Form of 2036 Note, as established by the Officer’s Certificate above.

  

  
 6.
 Opinion of Jones Day.

  

  
 7.
 Opinion of Lowenstein Sandler LLP.

 Item 9.01 Financial Statements and Exhibits.
 (d) Exhibits
  

 Exhibit 1.1

   
 Underwriting Agreement, dated May 27, 2026, by and among the Company and TD Securities (USA) LLC, Wells Fargo Securities, LLC, BofA Securities, Inc., and J.P. Morgan Securities LLC, acting as representatives of several underwriters named therein

 Exhibit 4.1.1

   
 Officer’s Certificate dated June 10, 2026, establishing the terms of the Notes

 Exhibit 4.1.2

   
 Form of 2029 Note (included in Exhibit 4.1.1)

 Exhibit 4.1.3

   
 Form of 2031 Note (included in Exhibit 4.1.1)

 Exhibit 4.1.4

   
 Form of 2036 Note (included in Exhibit 4.1.1)

 Exhibit 5.1.1

   
 Opinion of Jones Day

 Exhibit 5.1.2

   
 Opinion of Lowenstein Sandler LLP

 Exhibit 23.1

   
 Consent of Jones Day (included in Exhibit 5.1.1)

 Exhibit 23.2

   
 Consent of Lowenstein Sandler LLP (included in Exhibit 5.1.2)

 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: June 10, 2026