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8-KThe WireRoutine

Company Update

Filed Jun 10, 2026 · 20d ago · Accession 0001193125-26-265249

Plain English

Material event — a significant development the company must disclose promptly.

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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): 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
Filing details
Ticker
NFG
CIK
70145
Form type
8-K
Filing date
Jun 10, 2026
Report date
Jun 10, 2026
Document
d88985d8k.htm
Size
783 KB