NFG

EX-99

2 nfg-6302026xexhibit99x8k.htm

EX-99

Document

Exhibit 99

6363 Main Street/Williamsville, NY 14221

Release Date:Immediate July 29, 2026Ryan P. Vossler Investor Relations 716-857-7158Timothy J. Silverstein Chief Financial Officer 716-857-6987

NATIONAL FUEL REPORTS THIRD QUARTER FISCAL 2026 EARNINGS

WILLIAMSVILLE, N.Y. National Fuel Gas Company (“National Fuel” or the “Company”) (NYSE:NFG) today announced consolidated results for the third quarter of its 2026 fiscal year.

THIRD QUARTER FISCAL 2026 SUMMARY

•GAAP earnings of $138.6 million, or earnings per share (EPS) of $1.45, compared to GAAP earnings of $149.8 million, or $1.64 per share, in the prior year.

•Adjusted EPS of $1.54 compared to $1.64 from the prior year. See non-GAAP reconciliation on page 2.

•Net cash provided by operating activities of $1.035 billion for the nine months ending June 30, 2026, with free cash flow of $280 million (as defined on page 25) through the same period.

•The Integrated Upstream and Gathering segment benefitted from its strong hedge and marketing portfolio during the quarter, as a $0.56 per Mcf gain more than offset the drop in NYMEX natural gas prices compared to the prior year.

•Supply Corporation expanded its Line N System Upgrade Project to 294,000 dekatherms per day, executing a 20-year precedent agreement for 200,000 dekatherms per day of incremental firm transportation capacity, supporting the initial phase of the coal-to-gas conversion at the existing Shippingport Power Station site in western Pennsylvania.

•The Company completed the necessary financing needed to close the pending Ohio gas utility acquisition and received its final regulatory approval during the quarter, which places the acquisition on track to close on October 1 of this year.

•The Company maintained its longstanding focus on shareholder returns as the Board of Directors approved a 4% increase in the Company's dividend, to an annual rate of $2.22 per share. The Company has now paid a dividend for 124 consecutive years and increased its annual dividend rate for 56 consecutive years.

•The Company is revising its fiscal 2026 adjusted EPS guidance range of $7.40 to $7.60 per share, or $7.50 per share at the midpoint, a projected 9% increase from fiscal 2025.

MANAGEMENT COMMENTS

David P. Bauer, President and Chief Executive Officer of National Fuel Gas Company, stated: “Looking forward, with the growing demand for natural gas, the outlook for the industry and National Fuel is as strong as ever. Over the last several years, we have consistently enhanced the quality of our asset base, improved capital efficiency, and expanded our long-term growth opportunities through disciplined execution across the Company. Whether it is expanding our pipelines to serve new data center or power generation demand in the region, or producing gas supply to meet growing demand in Appalachia and across markets served by our high-quality firm transportation portfolio, our ability to benefit from these industry tailwinds is evident. In addition, our pending Ohio gas utility acquisition, once completed, will significantly increase rate base for our regulated businesses and provides an additional avenue for meaningful regulated earnings growth.

"With this strong backdrop, National Fuel is expected to deliver approximately 7% to 10% average annual EPS growth through 2029. This growth alongside our disciplined capital allocation strategy and focus on returning an increasing amount of capital to shareholders through our long-standing dividend, positions National Fuel to deliver sustainable long-term value for shareholders."

Page 2.

RECONCILIATION OF GAAP EARNINGS TO ADJUSTED EARNINGS

Three Months Ended June 30,

(Thousands)(Per Share)

2026202520262025

Reported GAAP Earnings$138,621 $149,818 $1.45 $1.64

Items impacting comparability:

Costs related to the pending Ohio gas utility acquisition6,192 — 0.07 —

Tax impact of costs related to the pending Ohio acquisition(1,435)— (0.02)—

Impact of equity issuance related to pending Ohio acquisition, net of interest benefits(3,566)— 0.03 —

Tax impact of net interest benefit from equity issuance826 — 0.01 —

Interest expense from long-term debt issuances for pending Ohio acquisition, net of interest benefit1,129 — 0.01 —

Tax impact of interest expense from long-term debt issuances, net of interest benefit

(262)— — —

Premiums paid on early redemption of debt413 — — —

Tax impact of premiums paid on early redemption of debt(96)— — —

Other/rounding (refer to Segment results for details)(840)(615)(0.01)—

Adjusted Earnings$140,982 $149,203 $1.54 $1.64

FISCAL 2026 GUIDANCE UPDATE

National Fuel is revising its adjusted earnings per share guidance for fiscal 2026 to a range of $7.40 to $7.60. This updated range incorporates our third quarter results as well as lower expected production for the remaining three months, partially offset by lower unit costs in the Integrated Upstream and Gathering segment. The Comp

EX-99

2 nfg-3312026xexhibit99x8k.htm

EX-99

Document

Exhibit 99

6363 Main Street/Williamsville, NY 14221

Release Date:Immediate April 29, 2026Natalie M. Fischer Investor Relations 716-857-7315Timothy J. Silverstein Chief Financial Officer 716-857-6987

NATIONAL FUEL REPORTS SECOND QUARTER FISCAL 2026 EARNINGS

WILLIAMSVILLE, N.Y. National Fuel Gas Company (“National Fuel” or the “Company”) (NYSE:NFG) today announced consolidated results for the second quarter of its 2026 fiscal year.

SECOND QUARTER FISCAL 2026 SUMMARY

•GAAP earnings of $247.7 million, or earnings per share (EPS) of $2.59, compared to GAAP earnings of $216.4 million, or $2.37 per share, in the prior year.

•Adjusted EPS of $2.71, an increase of 13% from the prior year. See non-GAAP reconciliation on page 2.

•Net cash provided by operating activities of $657 million, with free cash flow of $160 million (as defined on page 22) through the second quarter year-to-date, a $111 million increase from the prior year.

•Integrated Upstream and Gathering segment adjusted EPS of $1.67, an increase of 21% compared to the prior year, driven by a 17% increase in natural gas price realizations.

•Utility segment net income of $65 million, an increase of 3% compared to the prior year, as continued investments in system modernization programs in New York and Pennsylvania supported an increase in revenue.

•Supply Corporation entered into a precedent agreement to provide 94,000 dekatherms per day of incremental capacity in connection with its new Line N System Upgrade Project in southwest Pennsylvania, targeted for completion in late 2028.

•Commenced construction on both the Tioga Pathway and Shippingport Lateral expansion projects, which remain on track for a late calendar year 2026 in-service date.

•The Company is revising its fiscal 2026 adjusted EPS guidance range of $7.45 to $7.75 per share, or $7.60 per share at the midpoint.

MANAGEMENT COMMENTS

David P. Bauer, President and Chief Executive Officer of National Fuel Gas Company, stated: “National Fuel had a solid second quarter, with adjusted EPS increasing 13% over the prior year. Operationally, our resilient natural gas system and dedicated workforce performed extremely well during the severe weather of Winter Storm Fern, delivering the safe and reliable production, transmission, storage, and distribution services that customers across our businesses expect.

“Looking forward, we’ve taken meaningful steps to position National Fuel for the next phase of our long-term growth strategy. In our regulated Pipeline and Storage business, our two major expansion projects are expected to be in-service late this calendar year, and we’ve signed an agreement for another expansion on our Line N system. At the Utility, our Ohio acquisition is on track to close in the calendar fourth quarter. Lastly, in our Integrated Upstream and Gathering business, we have decades of high-quality Appalachian inventory and a great track record of improving capital efficiency. With our ongoing testing to optimize well designs across our development footprint and our focus on continuously improving our integrated development plans, we expect to see further benefits in the future.

“With these positive catalysts across our operations, including line of sight to earnings growth at our regulated businesses and increasing free cash flow generation at our non-regulated businesses, National Fuel is well positioned to deliver long-term value to shareholders.”

Page 2.

RECONCILIATION OF GAAP EARNINGS TO ADJUSTED EARNINGS

Three Months Ended March 31,

(Thousands)(Per Share)

2026202520262025

Reported GAAP Earnings$247,668 $216,358 $2.59 $2.37

Items impacting comparability:

Costs related to the pending Ohio gas utility acquisition2,499 — 0.03 —

Tax impact of costs related to the pending Ohio acquisition(579)— (0.01)—

Impact of equity issuance related to pending Ohio acquisition, net of interest benefits(3,422)— 0.09 —

Tax impact of net interest benefit from equity issuance793 — 0.01 —

Other/rounding (refer to Segment results for details)274 1,975 — 0.02

Adjusted Earnings$247,233 $218,333 $2.71 $2.39

FISCAL 2026 GUIDANCE UPDATE

National Fuel is revising its adjusted EPS guidance for fiscal 2026, which is now expected to be within a range of $7.45 to $7.75, or $7.60 at the midpoint. This updated range incorporates second quarter results as well as modest changes to certain assumptions for the remainder of the fiscal year, primarily related to natural gas prices. The Company is now assuming the NYMEX natural gas price will average $3.00 per MMBtu for the remaining six months of fiscal 2026 (a decrease of $0.75 from previous guidance), which approximates the current NYMEX forward curve at this time.

Integrated Upstream and Gathering fiscal 2026 production is now expected to be 425 to 440 Bcf, a moderate decrease from our prior guidance. This decrease reflects the weather impacts during the period around Winter Storm Ferm, wh

nfg-202601280000070145false00000701452026-01-282026-01-28

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): January 28, 2026

NATIONAL FUEL GAS COMPANY

(Exact name of registrant as specified in its charter)

New Jersey1-388013-1086010 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

6363 Main Street Williamsville,New York14221 (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 classTrading SymbolName of Each Exchange on Which Registered Common Stock, par value $1.00 per shareNFGNew 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 January 28, 2026, National Fuel Gas Company (the “Company”) issued a press release regarding its earnings for the quarter ended December 31, 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 s