National Fuel Gas NFG

National Fuel Gas reports Q3 2026 results

Item 2.02 Reports results

Form
8-K
Filed
Importance
Major
  1. For the fiscal year ended September 30, 2026, the Company reported GAAP earnings per share of $7.02, compared to $5.68 in fiscal 2025.
  2. Adjusted earnings per share increased 9% to $7.55 from $6.91.
  3. The press release also notes net cash provided by operating activities of $1,272 million and free cash flow of $199 million.

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The reading, claim by claim

  1. For the fiscal year ended September 30, 2026, the Company reported GAAP earnings per share of $7.02, compared to $5.68 in fiscal 2025.
  2. Adjusted earnings per share increased 9% to $7.55 from $6.91.
  3. The press release also notes net cash provided by operating activities of $1,272 million and free cash flow of $199 million.
  4. It also completed the acquisition of CenterPoint Energy's Ohio natural gas utility, adding 335,000 utility customers.

4 of 4 claims matched the filing text.

From the filing

Item 2.02 Results of Operations and Financial Condition.

Item 2.02 Results of Operations and Financial Condition.

On November 4, 2026, National Fuel Gas Company (the "Company") issued a press release regarding its earnings for the quarter and fiscal year ended September 30, 2026. 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," "believes," "could," "estimates," "expects," "forecasts," "guidance," "intends," "may," "might," "outlook," "plans," "potential," "predicts," "projects," "seeks," "targets," "will," "would", and variations of such words and similar future or conditional expressions, and statements which are other than statements of historical facts, are intended to identify "forward-looking statements" as defined under U.S. federal securities laws, including, but not limited to, statements, estimates, and projections relating to the potential separation of the Company into two companies (the "Separation"), including the timing and structure of the Separation, the characteristics of the separated businesses, and the expected benefits of the Separation, future operating and financial performance and long-term strategy, and the assumptions underlying such expected benefits, targets, strategies, and statements. These forward-looking statements are based on management's beliefs, expectations, estimates, and projections at the time they are made and are not guarantees of future performance.

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. There can be no guarantees with respect to whether the Separation will be completed. 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.

In addition to other factors, the following are among the important factors that could cause actual results to differ materially from those discussed in the forward-looking statements: the ability to effect the Separation and to meet the conditions related thereto; the ability to obtain any consents or approvals required to complete the Separation; the ability of the separated companies to each succeed as standalone publicly traded companies; negative effects of the announcement or pendency of the Separation on the market price of the Company's securities and/or on the Company's financial performance; the possibility that the Separation will not achieve its intended benefits; the possibility of disruption, including disputes, litigation, or unanticipated costs in connection with the Separation; the impact of the Separation on the Company's businesses and the risk that the Separation may be more difficult, time-consuming, or costly than expected, including the impact on the Company's resources, systems, procedures, and controls, diversion of management's attention, and the impact and possible disruption of existing relationships with regulators, customers, suppliers, employees, and other business counterparties; the ability to achieve anticipated capital structures in connection with the Separation; the ability to achieve anticipated credit ratings in connection with the Separation; the ability to achieve anticipated tax treatments in connection with the Separation and future, if any, divestitures, mergers, acquisitions, and other portfolio changes, and the impact of changes in relevant tax and other laws and regulations; the Company's ability to complete strategic transactions, such as the plan to separate the Company into two independent, publicly traded companies through a tax-free spin-off of the Company's Integrated Upstream and Gathering business, including receipt of required regulatory clearances and satisfaction of other conditions to closing, and to recognize the anticipated benefits of such transactions; 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 explora

Item 9.01 Financial Statements and Exhibits.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99

Press release furnished regarding earnings for the quarter and fiscal year ended September 30, 2026

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 5, 2026

6363 Main Street/Williamsville, NY 14221

Release Date: Immediate November 4, 2026 Ryan P. Vossler

Investor Relations

716-857-7158 Timothy J. Silverstein

Chief Financial Officer

716-857-6987

NATIONAL FUEL REPORTS FOURTH QUARTER AND FULL YEAR FISCAL 2026 EARNINGS

WILLIAMSVILLE, N.Y. National Fuel Gas Company ("National Fuel" or the "Company") (NYSE:NFG) today announced consolidated results for the fourth quarter and fiscal year ended September 30, 2026.

FOURTH QUARTER FISCAL 2026 SUMMARY

• GAAP earnings of $97.5 million, or earnings per share (EPS) of $1.02, compared to GAAP earnings of $107.3 million, or $1.18 per share, in the prior year.

• Adjusted EPS of $1.22, compared to $1.22 from the prior year. See non-GAAP reconciliation on page 2.

FISCAL 2026 HIGHLIGHTS

• GAAP earnings per share of $7.02, compared to $5.68 per share in fiscal 2025.1

• Adjusted earnings per share of $7.55, an increase of 9%, compared to $6.91 per share in fiscal 2025.2

• Net cash provided by operating activities of $1,272 million for the twelve months ending September 30, 2026, with free cash flow of $199 million3 (as defined on page 27) through the same period.

• The Company announced its 56th consecutive dividend increase to an annual rate of $2.22 per share, continuing its long history of returning cash to shareholders.

RECENT STRATEGIC HIGHLIGHTS

• Completed the acquisition of CenterPoint Energy's Ohio natural gas utility on October 1, 2026, doubling the Company's Utility rate base and adding approximately 335,000 utility customers.4

• Announced a plan to separate the Company's Integrated Upstream and Gathering business ("IUG") into a standalone publicly traded company which is expected to be named Seneca Resources, with the transaction anticipated to occur in the second half of calendar 2027.

• The Utility segment realized key regulatory initiatives, with the approval of a System Modernization Tracker in New York, and the approval of a $10.4 million rate increase in the Company's Pennsylvania jurisdiction.

• The Pipeline & Storage segment continued to successfully advance key expansion projects, placing the Tioga Pathway and Shippingport Lateral projects in service on November 1, 2026.

• IUG initiated a discretionary land acquisition program to further expand its best-in-class core inventory depth in Tioga County, adding significant acreage since the program commenced.

MANAGEMENT COMMENTS

David P. Bauer, President and Chief Executive Officer of National Fuel Gas Company, stated: "Fiscal 2026 was an excellent year for National Fuel. The Company grew adjusted earnings per share 9% year over year, while generating significant free cash flow and continuing to return cash to our shareholders through our dividend, which we've paid for the 124 th consecutive year.

"As we look forward, National Fuel is entering an exciting next chapter. The long-term outlook for each of our businesses is strong. With the closing of our Ohio gas utility acquisition and our announced plan to separate our Integrated Upstream and Gathering business, we are well positioned to establish two scaled, financially sound publicly traded natural gas businesses. Upon completion of the separation, National Fuel will become a fully rate-regulated natural gas company with approximately $5 billion in rate base and a strong growth profile. Seneca Resources will be a premier, integrated Appalachian natural gas business with a deep inventory of high-quality development opportunities that has a positive outlook for long-term production

Page 2.

and free cash flow growth. Against a strong long-term outlook for natural gas demand, we believe both businesses are exceptionally well positioned for continued success."

RECONCILIATION OF GAAP EARNINGS TO ADJUSTED EARNINGS

Three Months Ended September 30,

(Thousands) (Per Share)

2026 2025 2026 2025 Reported GAAP Earnings $ 97,509 $ 107,342 $ 1.02 $ 1.18 Items impacting comparability: Impact of Ohio gas utility acquisition (costs and financing) 11,303 1,061 0.18 0.01 Tax impact of Ohio acquisition (costs and financing) (2,633) (246) (0.03) —

Costs related to pending spin-off of Integrated Upstream & Gathering business 7,214 — 0.08 —

Tax impact of costs related to pending spin-off of Integrated Upstream & Gathering business (1,680) — (0.02) —

Tax impact of unrealized (gain) loss on derivative asset — 3,402 — 0.04

Other/rounding (refer to Segment results for details) 181 (531) (0.01) (0.01) Adjusted Earnings $ 111,894 $ 111,028 $ 1.22 $ 1.22

Fiscal Year Ended September 30,

(Thousands) (Per Share)

2026 2025 2026 2025 Reported GAAP Earnings $ 665,443 $ 518,504 $ 7.02 $ 5.68 Items impacting comparability: Impact of Ohio gas utility acquisition (costs and financing) 21,312 1,061 0.50 0.01 Tax impact of Ohio acquisition (costs and financing) (4,952) (246) (0.05) —

Costs related to pending spin-off of Integrated Upstream & Gathering business 9,804 — 0.11 —

Tax impact of costs related to pending spin-off of Integrated Upstream & Gathering business (2,281) — (0.03) —

Impairment of assets — 141,802 — 1.55

Tax impact of impairment of assets — (37,169) — (0.41)

Unrealized (gain) loss on derivative asset — 729 — 0.01

Tax impact of unrealized (gain) loss on derivative asset — 3,206 — 0.03

Other/rounding (refer to Segment results for details) 454 2,618 0.04 Adjusted Earnings $ 689,780 $ 630,505 $ 7.55 $ 6.91

INITIATION OF FI

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