DEF 14A of National Fuel Gas Co, Jan 23, 2026

DEF 14A of National Fuel Gas Co

Filed Jan 23, 2026 · FY20250001193125-26-020739

Open on EDGAR

  1. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES FOR THE BOARD OF DIRECTORS. Nominees for one-year term:

  2. Nominees for Election as Directors at the 2026 Annual Meeting of Stockholders

    Nominees for Election as Directors at the 2026 Annual Meeting of Stockholders At the Annual Meeting, 11 individuals will be elected to serve as directors for one-year terms expiring in 2027. The nominees for the 11 directorships are: David H. Anderson, David P. Bauer, Barbara M. Baumann, David C. Carroll, Steven C. Finch, Joseph N. Jaggers, Rebecca Ranich, Jeffrey W. Shaw, Thomas E. Skains, David F. Smith and Ronald J. Tanski. The nomination process is discussed under “Process for Nominating Directors” below. Directors hold office until the next annual meeting following their election and until their respective successors are elected and qualified, subject to prior death, resignation, retirement, disqualification or removal from office. It is intended that the Proxies will vote for the election of each of the Company’s nominees, unless the Proxies are otherwise directed by the stockholders. Although the Board has no reason to believe that any of the nominees will be unavailable for election or service, stockholders’ proxies confer discretionary authority upon the Proxies to vote for the election of another nominee for director in the event any nominee is unable to serve, or for good cause will not serve. Each of the nominees has consented to being named in this proxy statement and to serve if elected. The affirmative vote of a plurality of the votes cast by the holders of shares of Common Stock entitled to vote is required to elect each of the nominees for director.

  3. Nominees for Election as Directors at the 2026 Annual Meeting of Stockholders

    | National Fuel Gas Company | 2026 PROXY STATEMENT | 13 |

  4. Nominees for Election as Directors at the 2026 Annual Meeting of Stockholders

    | | The Board of Directors recommends that you vote FOR the election of each of the 11 nominees named below. |

  5. David H. Anderson

    David H. Anderson

  6. David H. Anderson

    | AGE: 64 DIRECTOR SINCE: 2019 BOARD COMMITTEES: • Audit • Compensation • Financing PUBLIC COMPANY DIRECTORSHIPS Northwest Natural Holding Company EDUCATION: • Texas Tech University, B.B.A. in Accounting • Certified Public Accountant (retired) • Chartered Global Management Accountant | Independent Director With senior executive leadership experience in the natural gas, electric and water industries and a strong background in financial and operational management, Mr. Anderson brings critical insights on the Company’s business operations, risk management, and financial positioning. Mr. Anderson has spent decades in highly regulated industries, enabling him to provide valuable perspective and management oversight of public policy, government relations, and regulatory compliance. As a retired Certified Public Accountant and a former Chief Financial Officer, Mr. Anderson qualifies as a financial expert and contributes valuable expertise to overseeing the Company’s financial reporting. His past involvement with Northwest Natural Renewables, LLC, a subsidiary of Northwest Natural Holding Company focused on developing cost-effective solutions designed to decarbonize a variety of sectors, and his past service on Oregon’s Global Warming Commission, enable him to contribute critical environmental stewardship and sustainability perspective to the Board’s oversight of the Company’s growth strategy. Professional and Educational Background Mr. Anderson is a director of Northwest Natural Holding Company (NYSE: NWN), the parent company of a natural gas utility serving the needs of approximately two million people with one of the most modern pipeline systems in the nation. Mr. Anderson retired as Chief Executive Officer of Northwest Natural in April 2025. He joined Northwest Natural in 2004 and held a number of executive leadership positions prior to serving as CEO, including Chief Operating Officer, Chief Financial Officer, and President. Previously, he served as Senior Vice President and Chief Financial Officer at TXU Gas Company and as Chief Accounting Officer at TXU Corporation, an energy services company. Mr. Anderson serves as a director of the American Gas Association, where he was past Chair of the Board and Co-Chair of the AGA Clean Energy Task Force. Mr. Anderson is a Certified Global Management Accountant and retired Certified Public Accountant. He holds a B.B.A. in Accounting from Texas Tech University. |

  7. David H. Anderson

    | 14 | National Fuel Gas Company | 2026 PROXY STATEMENT |

  8. David P. Bauer

    David P. Bauer

  9. David P. Bauer

    | AGE: 56 DIRECTOR SINCE: 2020 BOARD COMMITTEES: • Executive • Financing EDUCATION: Boston College, B.S. in Accounting | President and Chief Executive Officer, National Fuel Gas Company As the Company’s President and CEO, Mr. Bauer brings to the Board substantial management experience and in-depth knowledge of the Company’s operations and strategic direction. A member of the executive team since 2004, Mr. Bauer has served in numerous positions with the Company and its operating subsidiaries. His vision and strategic leadership are key to the Company’s infrastructure modernization and expansion projects, and he has overseen the continued growth of the Company’s Appalachian development program while maintaining the Company’s position of fiscal strength. Additionally, his robust financial knowledge of the Company, combined with more than a decade of experience with a leading global public accounting firm, enables him to provide critical insights to the Board on capital allocation, risk management, and investment strategies. Professional and Educational Background Mr. Bauer has been President and CEO of the Company since 2019. He joined the Company in 2001 and has held several leadership positions, including President of National Fuel Gas Supply Corporation, from 2016 to 2019, Treasurer and Principal Financial Officer from 2010 to 2019, and Assistant Treasurer or Treasurer of the Company’s various operating subsidiaries from 2004 to 2019. Prior to joining National Fuel, he served in public accounting at PricewaterhouseCoopers LLP (PwC) from 1991 to 2001. Mr. Bauer is a director of the American Gas Association and Invest Buffalo Niagara, a business association that promotes and facilitates business growth in Western New York, the location of the Company’s headquarters and several key subsidiary operations. Mr. Bauer received a B.S. from Boston College. |

  10. David P. Bauer

    | National Fuel Gas Company | 2026 PROXY STATEMENT | 15 |

  11. Barbara Baumann

    Barbara Baumann

  12. Barbara Baumann

    | AGE: 70 DIRECTOR SINCE: 2020 BOARD COMMITTEES: • Audit • Financing PUBLIC COMPANY DIRECTORSHIPS Devon Energy Corporation EDUCATION: • Mount Holyoke College, B.A. • Wharton School of the University of Pennsylvania, MBA | Independent Director Ms. Baumann contributes to the Board extensive industry experience in the oil and gas exploration and production (E&P) sector. She also has prior public company board experience with a utility, a midstream entity, and several E&P companies. Her career includes senior executive leadership roles with a global oil company, a private equity firm investing in energy companies and the founding of her own energy advisory firm. Throughout these roles, Ms. Baumann acquired extensive skills and experience in strategic planning, capital markets, operations, natural gas marketing and human resources management. Ms. Baumann also served in various corporate finance roles, including Chief Financial Officer of Ecova Corporation, Amoco’s wholly owned environmental remediation business, which qualifies her as a financial expert and enhances the Board’s oversight of the Company’s financial reporting and risk management. Her experience as an independent trustee of a large family of mutual funds provides valuable insight into the perspective of institutional stockholders. Professional and Educational Background Prior to founding her own energy advisory firm focused on the domestic oil and gas industry in 2003, Cross Creek Energy, Ms. Baumann served as Executive Vice President of Associated Energy Managers, an energy-focused private equity firm. Ms. Baumann launched her career in the energy sector at Amoco (later BP Amoco) in 1981, where she held several leadership positions of increasing responsibility in finance and operations, including Chief Financial Officer of Ecova Corp., BP Amoco’s environmental remediation business, and Vice President of Amoco’s San Juan Basin business unit. Ms. Baumann is Chair of the independent Board of Trustees of Putnam Mutual Funds, and she serves on the Board of Directors of Devon Energy Corporation (NYSE: DVN). She is also a strategic advisor to First Reserve Corporation, an energy private equity firm, and serves as a director of IOG Resources, a First Reserve portfolio company. She holds a B.A. from Mount Holyoke College and an M.B.A. from the Wharton School of the University of Pennsylvania. |

  13. Barbara Baumann

    | 16 | National Fuel Gas Company | 2026 PROXY STATEMENT |

  14. David C. Carroll

    David C. Carroll

  15. David C. Carroll

    | AGE: 69 DIRECTOR SINCE: 2012 BOARD COMMITTEES: • Executive • Nominating/ Corporate Governance EDUCATION: • University of Pittsburgh, B.S. in Chemical Engineering • Lehigh University, MBA • Stanford University Graduate School of Business, Stanford Executive Program | Independent Director Mr. Carroll brings to the Board over 30 years of experience driving innovative technologies that enable transformation of the global energy sector. He has a deep understanding of the industry’s regulatory and economic environments, and his technological and leadership experience provides insights into the risks and opportunities of the shift toward low-carbon fuels. Mr. Carroll also contributes to the Board his expertise in unconventional gas production, transmission, safety, reliability, and distribution pipeline integrity. He plays an active role in both the domestic and international natural gas business communities, providing the Board with a broad perspective on evolving public policy issues and the positioning of natural gas among future global energy supplies. Professional and Educational Background Mr. Carroll is the former President and CEO of GTI Energy, a leading research and training organization focused on developing, scaling, and deploying energy transition solutions. He led GTI from 2006 to 2022 and previously served as Vice President of Business Development from 2001-2006. Prior to joining GTI, he held several technical and management positions with industrial companies Praxair, Inc., Chicago Bridge & Iron, and Air Products and Chemicals, Inc. Mr. Carroll currently serves as a trustee of the American Gas Foundation, an independent organization that provides research and information on energy matters affecting public policy, and as a strategic advisor to Inter-Atlantic Energy Capital Ventures, an early-stage technology venture fund focusing on the sustainability imperatives and digital transformation of the natural gas industry. He is also a senior advisor to the Energy and Infrastructure practice of Teneo, a global CEO advisory firm. Mr. Carroll earned a B.S. in Chemical Engineering from the University of Pittsburgh and an M.B.A. from Lehigh University. |

  16. David C. Carroll

    | National Fuel Gas Company | 2026 PROXY STATEMENT | 17 |

  17. Steven C. Finch

    Steven C. Finch

  18. Steven C. Finch

    | AGE: 67 DIRECTOR SINCE: 2018 BOARD COMMITTEES: • Audit • Nominating/ Corporate Governance PUBLIC COMPANY DIRECTORSHIPS Allient Inc. EDUCATION: Kettering University (formerly General Motors Institute), B.S. in Electrical Engineering | Independent Director Mr. Finch is an experienced operational leader with a proven track record of guiding organizations through major corporate and industry-wide transformations. Over his 40-year career, he gained extensive expertise in operations, customer relations, and capital and labor management. As Plant Manager at a major General Motors engine plant, Mr. Finch played a critical role in navigating the workforce through significant change management initiatives, overseeing more than $3 billion in plant investments during the company’s reorganization. Mr. Finch has successfully managed highly technical manufacturing operations with a demonstrated commitment to safety, environmental sustainability, and cost-efficiency, which enables him to provide critical support to the Board’s oversight of the Company’s focus on sustainable operations, employee safety, and customer experience. Mr. Finch’s strong community involvement enhances his ability to advise the Board on local and regional issues and stakeholder engagement. Professional and Educational Background Mr. Finch is the former President of Manufacturing and Director of Community Engagement at Viridi Parente, a company focused on environmentally sustainable energy usage and storage products. He previously served as Senior Vice President of Automotive Services at AAA Western and Central New York. Prior to that, Mr. Finch spent more than 40 years at General Motors (NYSE: GM), including ten years as Plant Manager at the Tonawanda Engine Plant and multiple prior assignments with increasing responsibility at various GM facilities outside Western New York. Mr. Finch is a member of the Board of Directors of Allient Inc. (NASDAQ: ALNT), a designer and manufacturer of precision and specialty-controlled motion components and systems. He earned a B.S. in Electrical Engineering from the General Motors Institute. |

  19. Steven C. Finch

    | 18 | National Fuel Gas Company | 2026 PROXY STATEMENT |

  20. Joseph N. Jaggers

    Joseph N. Jaggers

  21. Joseph N. Jaggers

    | AGE: 72 DIRECTOR SINCE: 2015 BOARD COMMITTEES: • Audit • Compensation, Chair • Executive EDUCATION: United States Military Academy at West Point, B.S. | Independent Director Mr. Jaggers brings more than 40 years of oil and gas industry experience to the Board, including a successful track record of operational efficiency and achievement of production and reserve growth. As a senior executive leader with a number of large, publicly traded exploration and production companies, Mr. Jaggers worked on various significant domestic and international assignments. These experiences contributed to his robust understanding of energy market cycles and dynamics, oil and gas operations, and asset evaluation, which enhances the Board’s oversight of the ongoing development of the Company’s natural gas assets and the evaluation of the continued advancement of its Appalachian drilling program. Professional and Educational Background Mr. Jaggers is the founder and former President, CEO and Chairman of Jagged Peak Energy Inc., an independent oil and natural gas exploration and production company, which was established in 2013. Previously, he served as President, CEO and director of Ute Energy, LLC, from 2010 until its sale in 2012. From 2006 to 2010, he served as director, President and COO of Bill Barrett Corporation. Throughout his career, Mr. Jaggers held a variety of leadership positions at energy and oil and gas companies, including Williams Companies, Barrett Resources, and BP Amoco (NYSE: BP). Mr. Jaggers is past President of the Colorado Oil and Gas Association, past Executive Director of the Independent Producers Association of the Mountain State, and an inductee into the Rocky Mountain Oil and Gas Hall of Fame. He earned a B.S. from the United States Military Academy at West Point. |

  22. Joseph N. Jaggers

    | National Fuel Gas Company | 2026 PROXY STATEMENT | 19 |

  23. Rebecca Ranich

    Rebecca Ranich

  24. Rebecca Ranich

    | AGE: 68 DIRECTOR SINCE: 2016 BOARD COMMITTEES: • Audit • Nominating/Corporate Governance, Chair EDUCATION: • Northwestern University, B.A. in Soviet Studies • University of Detroit Mercy, MBA | Independent Director Ms. Ranich contributes her extensive global energy industry expertise to the Board, providing deep insights into the regulatory and market forces shaping the ongoing energy transition. In her previous role as leader of Energy and Sustainability Investment Advisory Services for public sector clients at Deloitte Consulting, LLP, she provided counsel on more than $1 billion of investments, focusing on strategies related to mitigating risks associated with energy supply, demand, and climate change. She developed extensive risk oversight and operational expertise through her senior leadership roles managing cross-border energy and environmental engineering projects across Europe, Russia, and the Caspian region valued at over $40 billion. With her track record for establishing, building, and leading energy-focused businesses, Ms. Ranich brings critical strategic management skills to support the Board in its oversight of the Company’s strategy to remain a leader in safe, reliable, and sustainable energy. Professional and Educational Background Ms. Ranich is a former director of Deloitte Consulting, LLP, where she led the firm’s Energy and Sustainability Investment Advisory Services from 2005 to 2013. Previously, she served on the project management team of PSG international from 1999 to 2002, leading negotiations to implement the multi-billion dollar Trans-Caspian Gas Pipeline, and was Vice President at Michael Baker Corporation, an international engineering, energy, and environmental services firm, from 1992 to 1999. Ms. Ranich serves as a Strategic Advisory Board member at WAVE Equity Partners, a clean technology innovation investment group. She also serves on the Board of Directors of QiO Technologies, an artificial intelligence platform to optimize energy efficiency and operational performance in data centers and for Industrial Internet of Things (IIoT) applications. ln addition to being an investor in and advisor to emerging technology companies, she is a member of the Technology Commercialization Panel for the Johns Hopkins University Applied Physics Laboratory. She served as a director on a number of energy, oil and gas, and clean technology company boards, encompassing both public and private, domestic, and international companies, including: Questar Corporation (NYSE: STR), GTl Energy, Cardno Limited (an Australian infrastructure and environmental services company), and Uniper SE (a German power generation and energy supply chain corporation). Ms. Ranich earned a B.A. from Northwestern University and an M.B.A from University of Detroit Mercy. |

  25. Rebecca Ranich

    | 20 | National Fuel Gas Company | 2026 PROXY STATEMENT |

  26. Jeffrey W. Shaw

    Jeffrey W. Shaw

  27. Jeffrey W. Shaw

    | AGE: 67 DIRECTOR SINCE: 2014 BOARD COMMITTEES: • Audit, Chair • Nominating/ Corporate Governance EDUCATION: • University of Utah, B.S. in Accounting • Certified Public Accountant | Lead Independent Director Mr. Shaw contributes to the Board his extensive executive leadership experience in the energy industry, obtained through his service as CEO of a publicly traded natural gas utility company. His background includes significant experience in accounting and finance, qualifying him as a financial expert, and in operations, risk management and compliance with state-level regulatory requirements. Throughout his career, Mr. Shaw played a prominent role in designing enterprise risk management processes and implementing critical safety policies and programs. He is also Certified Public Accountant (CPA) with prior experience in the audit division of a leading accounting firm, enabling him to play a key role in performing the Board’s audit and risk oversight functions. Professional and Educational Background Mr. Shaw served as CEO and director of Southwest Gas Corporation (NYSE: SWX) from 2004 to 2015. Joining Southwest in 1988, he held various senior positions with the company, including Director of Internal Audit, Vice President, Controller and Chief Accounting Officer, Vice President and Treasurer, Senior Vice President of Finance and Gas Resources and Pricing, and President. Mr. Shaw began his career at Arthur Andersen & Co. He is a member of the American Institute of Certified Public Accountants and the Nevada Society of CPAs. Mr. Shaw is a former director of the American Gas Association and a former Chairman and director of the Western Energy Institute. He earned a B.S. in Accounting from the University of Utah. |

  28. Jeffrey W. Shaw

    | National Fuel Gas Company | 2026 PROXY STATEMENT | 21 |

  29. Thomas E. Skains

    Thomas E. Skains

  30. Thomas E. Skains

    | AGE: 69 DIRECTOR SINCE: 2016 BOARD COMMITTEES: • Compensation • Nominating/ Corporate Governance PUBLIC COMPANY DIRECTORSHIPS • Duke Energy Corporation • Truist Financial Corporation EDUCATION: • Sam Houston State University, B.B.A • University of Houston Law School, J.D. | Independent Director Mr. Skains contributes to the Board his strong leadership and strategic management skills, developed during his 36-year career in the natural gas industry. In his most recent role as Chairman, CEO and President of Piedmont Natural Gas Company, Mr. Skains developed a deep understanding of operations management, marketing, supply chain services, strategic planning, and stakeholder engagement. He initially joined the industry as an attorney at Transcontinental Gas Pipe Line Corporation (Transco), where he gained valuable expertise in compliance aspects of the natural gas industry, particularly natural gas supply, rate, and federal energy regulatory matters. Mr. Skains’ extensive operational and legal industry expertise provides a valuable perspective on the complexities, challenges, and opportunities facing the natural gas industry. Professional and Educational Background Mr. Skains is the former Chairman of the Board, Chief Executive Officer and President of Piedmont Natural Gas Company, Inc. (formerly NYSE: PNY, acquired by Duke Energy in 2016). He served as the President and COO from 2002 and as Chairman and CEO from 2003, until his retirement in 2016. Joining Piedmont in 1995, Mr. Skains held various leadership positions, including Chief Operating Officer and Senior Vice President — Marketing and Supply Services. Mr. Skains also held positions of increasing responsibility with Transcontinental Gas Pipe Line Corporation from 1981 to 1995. He previously served as Chairman of both the American Gas Association and the Southern Gas Association. Mr. Skains has served as a director on the Boards of Duke Energy Corporation (NYSE: DUK) since 2016 and Truist Financial Corporation (NYSE: TFC; formerly BB&T Corporation) since 2009. He earned a B.B.A. from Sam Houston State University and a J.D. from the University of Houston Law School. |

  31. Thomas E. Skains

    | 22 | National Fuel Gas Company | 2026 PROXY STATEMENT |

  32. David F. Smith

    David F. Smith

  33. David F. Smith

    | AGE: 72 DIRECTOR SINCE: 2007 BOARD COMMITTEES: • Executive, Chair • Financing, Chair EDUCATION: • State University of New York at Fredonia, B.A. in Political Science • State University of New York at Buffalo School of Law, J.D. | Chairman of the Board Mr. Smith is an experienced executive leader in the energy industry with a deep understanding of the Company’s business, stakeholders, and regulatory landscape which he developed over his more than 35-year career with the Company. During his tenure he held key leadership positions within all of the Company’s business segments before being appointed Chief Executive Officer. Mr. Smith played a key role in driving the Company’s transformation from a regional utility to a diversified energy corporation, providing him with critical perspectives on pipeline safety, system reliability, evolution of customer preferences, and corporate culture to provide valuable insights to the Board’s oversight of various aspects of the Company’s growth strategy. Through his decades of active participation in industry groups and state and federal public policy initiatives, Mr. Smith has built deep relationships with other industry players, businesses, and civic organizations, enabling him to contribute valuable insights to the Board on the evolving trends impacting the Company’s regulated interstate pipeline and storage, and utility businesses. Professional and Educational Background Mr. Smith joined National Fuel Gas in 1978 and held multiple leadership positions over his career with the Company, including as CEO from 2008 to 2013, as President from 2006 to 2010, and as COO from 2006 to 2008, in addition to President and/or Chairman of each of the Company’s major subsidiaries. He is a former director of the American Gas Association and of GTl Energy, a leading research and training organization focused on developing, scaling, and deploying energy transition solutions. Mr. Smith was also Chairman of the Northeast Gas Association, the Business Council of New York State, and Buffalo Niagara Enterprise. He is an emeritus member of the Dean’s Advisory Council of the State University of New York at Buffalo School of Law. Mr. Smith earned a J.D. from the State University of New York at Buffalo School of Law and a B.A. in Political Science from the State University of New York at Fredonia. |

  34. David F. Smith

    | National Fuel Gas Company | 2026 PROXY STATEMENT | 23 |

  35. Ronald J. Tanski

    Ronald J. Tanski

  36. Ronald J. Tanski

    | AGE: 73 DIRECTOR SINCE: 2014 BOARD COMMITTEES: • Executive • Financing PUBLIC COMPANY DIRECTORSHIPS • CMS Energy Corporation • Consumers Energy Company EDUCATION: • State University of New York at Buffalo, B.A. in Biology • State University of New York at Buffalo, MBA • State University of New York at Buffalo School of Law, J.D. | Independent Director Mr. Tanski contributes to the Board more than four decades of industry experience, having started his career as an attorney for the Company and advancing through roles within the Company’s diversified energy business. His previous roles include senior leadership positions in the regulated utility, interstate natural gas transmission and storage sectors, and the Company’s exploration and production subsidiary. As former CEO, COO, and Principal Financial Officer of the Company, Mr. Tanski brings a deep understanding of the national gas industry and virtually every aspect of the Company’s operations. Mr. Tanski’s experience navigating the Company through regulatory changes and commodity price cycles, combined with his financial and legal background, and past involvement in industry trade associations, including as chairman of a national pipeline trade association, enables him to provide critical insights to the Board’s oversight of the Company’s strategy and risk management. Professional and Educational Background Mr. Tanski was President and Chief Executive Officer of the Company from 2013 until his retirement in 2019. He previously served as President and Chief Operating Officer from 2010 to 2013 and as Treasurer and Principal Financial Officer from 2004 to 2010. Having joined National Fuel in 1979, he has also held senior management roles with the Company’s subsidiaries, including Seneca Resources Corporation (now Seneca Resources Company, LLC) and Horizon Energy Development. Mr. Tanski is a Board member of CMS Energy Corporation (NYSE: CMS) and its wholly-owned subsidiary, Consumers Energy Company. He is also a former director of the American Gas Association and former Chairman of the Interstate Natural Gas Association of America. Mr. Tanski earned a B.A., MBA, and J.D. from the State University of New York at Buffalo. |

  37. Ronald J. Tanski

    | 24 | National Fuel Gas Company | 2026 PROXY STATEMENT |

  38. Ronald J. Tanski

    | Corporate Governance | |

  39. Ronald J. Tanski

    The Board of Directors is committed to effective corporate governance. The Board has adopted Corporate Governance Guidelines that provide a framework for the governance of the Company, and it regularly reviews corporate governance developments. The Board has implemented many strong governance practices, including maintaining a significant complement of independent directors (ten out of eleven), designating a Lead Independent Director, holding regular meetings of the non-management and/or independent directors, separating, at the Board’s discretion, the roles of Chairman of the Board and Chief Executive Officer, and providing a process for stockholders meeting certain requirements to have nominees included in the Company’s proxy materials. In addition, the Company’s Code of Business Conduct and Ethics, which applies to all directors, officers and employees, sets forth standards for conducting business in an honest and ethical manner.

  40. Code of Ethics

    | Director Compensation | |

  41. Code of Ethics

    | Director Compensation Table — Fiscal 2025 | |

  42. Code of Ethics

    | NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | ALL OTHER COMPENSATION ($)(3) | TOTAL ($) | | David H. Anderson | 115,000 | 175,121 | 8 | 290,129 | | Barbara M. Baumann | 115,000 | 175,121 | 8 | 290,129 | | David C. Carroll | 115,000 | 175,121 | 8 | 290,129 | | Steven C. Finch | 115,000 | 175,121 | 8 | 290,129 | | Joseph N. Jaggers | 135,000 | 175,121 | 8 | 310,129 | | Rebecca Ranich | 130,000 | 175,121 | 8 | 305,129 | | Jeffrey W. Shaw | 160,000 | 175,121 | 8 | 335,129 | | Thomas E. Skains | 115,000 | 175,121 | 8 | 290,129 | | David F. Smith | 230,000 | 175,121 | 8 | 405,129 | | Ronald J. Tanski | 115,000 | 175,121 | 8 | 290,129 |

  43. Executive Compensation Aligned with Stockholders’ Interests

    | ➢ | Annual performance incentives of the named executive officers are based on objective performance goals; |

  44. Executive Compensation Aligned with Stockholders’ Interests

    | ➢ | Long-term performance incentives are composed entirely of equity; |

  45. Executive Compensation Aligned with Stockholders’ Interests

    | ➢ | Long-term performance goals consist of three-year relative TSR, three-year relative ROC, and three-year reductions in GHG emissions and methane intensity levels; |

  46. Executive Compensation Aligned with Stockholders’ Interests

    | ➢ | Equity incentive plan prohibits the repricing of equity awards; |

  47. Executive Compensation Aligned with Stockholders’ Interests

    | ➢ | The Compensation Committee engages two independent compensation consultants to assist in setting compensation; |

  48. Executive Compensation Aligned with Stockholders’ Interests

    | ➢ | All change-in-control agreements are double triggered; |

  49. Executive Compensation Aligned with Stockholders’ Interests

    | ➢ | The Company does not provide tax “gross-ups” on any compensation, including with respect to any change-in-control payments; and |

  50. CEO Pay Relative to Peers

    CEO Pay Relative to Peers Reflected in the table below is a comparison of fiscal 2024 total direct compensation for Mr. Bauer against that of CEOs in the Corporate Peer Group (as defined below) selected by our Compensation Committee in September 2024. Fiscal 2024 is the most recent fiscal year for which proxy statement data is available for our peers. Mr. Bauer’s target total direct compensation and actual total direct compensation, as shown in the table, were at the 41st and 39th percentiles, respectively, of the peer group.

  51. Objectives of the Named Executive Officer Compensation Program

    | COMPENSATION COMPONENT | OBJECTIVES | KEY FEATURES IN 2025 | | Executive Health, Welfare, and Retirement Benefits | • Provide executives with reasonable and competitive benefits commensurate with those in the regulated and unregulated energy industry. • Help the Company attract and retain high-caliber employees in high-level management positions. | • Retirement benefits consisting of: • qualified defined contribution plan (401(k)); • qualified non-contributory defined contribution plan (retirement savings account) or qualified defined benefit plan (depending on year of hire); and • non-qualified executive retirement plan and/or non-qualified tophat plan, depending on year of hire. | | Change in Control Agreements | • Help ensure that executives direct their attention to their duties, acting in the best interests of stockholders, notwithstanding potential for loss of employment in connection with a change in control. | • Double-trigger provision to avoid providing benefits to officers who continue to enjoy employment with the Company after a change in control event. • No tax gross-up on payment. • Lump sum severance payment is reduced on a pro-rata basis if termination occurs between age 62 and 65, and eliminated thereafter. |

  52. Role of the Compensation Committee

    | • | 2010 Equity Compensation Plan. |

  53. Independent Compensation Consultants

    Independent Compensation Consultants The Compensation Committee retains independent compensation consultants to inform its business judgment as to compensation matters, including the selection of peer companies for compensation comparison purposes. The Compensation Committee retained the services of Korn Ferry (a unit of Korn/Ferry International) (“Korn Ferry”) to provide a competitive assessment of compensation at the Company’s businesses other than its exploration and production business, and Meridian Compensation Partners, LLC (“Meridian”) to assess compensation at its exploration and production business.

  54. Determining Our Peers

    Determining Our Peers The Compensation Committee understands the importance of using comparative data that reflects information from companies with business segments comparable to those of the Company. Because of the Company’s diverse asset mix, selecting an appropriate peer group of companies requires a customized approach that calls for more critical thought than simple selection of a standard industry group, which may include utility companies without a presence in the broader natural gas industry. The Company’s assets span the entire natural gas value chain and include exploration and production (“E&P”), natural gas gathering, interstate natural gas transmission and storage, and natural gas utility operations. For compensation and performance comparisons, the Compensation Committee utilizes two separate peer groups. The Korn Ferry corporate peer group (the “Corporate Peer Group”) is the primary peer group against which the Compensation Committee generally compares named executive officer compensation and is intended to include a group of companies that, as a whole, represents our asset mix. Meridian assists in the formulation of a peer group that is targeted to evaluate our E&P business and the compensation of executives who oversee it (the “E&P Peer Group”). Both peer groups may change over time due to corporate transactions or as the Compensation Committee believes is warranted based on its business judgment. The Compensation Committee believes that the peer groups include an appropriate mix of companies that reflect businesses in which the Company participates, or with which it competes, as reflected in the tables below. For the purpose of establishing 2025 compensation, the Compensation Committee selected the peer groups listed below. In addition, the Compensation Committee utilized the Corporate Peer Group for purposes of setting relative performance conditions on long-term incentive awards of performance shares.

  55. Corporate Peer Group

    Corporate Peer Group Korn Ferry provides information to the Compensation Committee to consider in evaluating and setting compensation for Company officers and officers of affiliate companies other than Seneca, the Company’s E&P business. For those officers, the Compensation Committee reviewed an analysis of the following forms of compensation for comparable positions in general industry and the energy industry:

  56. Corporate Peer Group

    | 1) | base salary; |

  57. Corporate Peer Group

    | 2) | total cash compensation (base salary plus short-term cash incentive); and |

  58. Corporate Peer Group

    | 3) | total direct compensation (base salary plus short-term cash incentive plus long-term equity incentive). |

  59. Corporate Peer Group

    The Compensation Committee also reviewed recommendations on incentive compensation target amounts with respect to:

  60. Corporate Peer Group

    | 1) | short-term cash incentive; and |

  61. Corporate Peer Group

    | 2) | long-term equity incentive. |

  62. Corporate Peer Group

    Additionally, the Compensation Committee reviewed a proxy analysis of base salary, incentive targets, total cash compensation, long-term incentive and total direct compensation for the offices of President and CEO of the Company, Chief

  63. Corporate Peer Group

    | 44 | National Fuel Gas Company | 2026 PROXY STATEMENT |

  64. Corporate Peer Group

    Operating Officer of the Company, Treasurer and CFO of the Company, and President of National Fuel Gas Distribution Corporation, based on proxy data for the Company and the 15 energy companies in the Corporate Peer Group listed below. The Compensation Committee selected these 15 companies for purposes of establishing compensation for 2025 because each participated in one or more businesses that are similar to those of the Company.

  65. Corporate Peer Group

    | | CORPORATE PEER COMPANIES FOR FISCAL 2025 | EXPLORATION & PRODUCTION AND/OR GATHERING | PIPELINE & STORAGE | NATURAL GAS UTILITY | | 1 | Antero Midstream Corporation | X | | | | 2 | Atmos Energy Corporation | | X | X | | 3 | CNX Resources Corporation | X | X | | | 4 | Coterra Energy Inc. | X | | | | 5 | DT Midstream Inc. | X | X | | | 6 | EQT Corporation | X | X | | | 7 | Gulfport Energy Corporation | X | | | | 8 | MDU Resources Group, Inc. | | X | X | | 9 | New Jersey Resources Corporation | | X | X | | 10 | ONE Gas, Inc. | | | X | | 11 | Range Resources Corporation | X | | | | 12 | SM Energy Company | X | | | | 13 | Southwest Gas Holdings, Inc. | | | X | | 14 | Spire Inc. | | X | X | | 15 | UGI Corporation | | X | X | | | TOTAL | 8 | 8 | 7 |

  66. Corporate Peer Group

    The Compensation Committee reviews the members of the Corporate Peer Group each year and makes such adjustments as it believes are warranted. For purposes of establishing compensation for 2025, the Compensation Committee removed Equitrans Midstream Corporation and Southwestern Energy Company, both of which were involved in merger and acquisition transactions. The Compensation Committee did not add any companies to the peer group.

  67. E&P Peer Group

    E&P Peer Group Meridian provides information to the Compensation Committee to consider in evaluating and setting compensation for employees at Seneca, including Mr. Loweth. Meridian also provided information relevant to the compensation of Mr. Bauer, Mr. Kraemer and Mr. Silverstein. The Compensation Committee requested these additional analyses due to the importance of the Company’s E&P business and the contributions of Mr. Bauer, Mr. Kraemer and Mr. Silverstein in the management of that segment. The Compensation Committee selected Meridian due to its expertise in E&P industry compensation matters. The Compensation Committee reviewed an analysis for officers of Seneca and select officers of the Company of compensation practices with respect to the following forms of compensation for comparable positions in the E&P industry:

  68. E&P Peer Group

    | 1. | base salary; |

  69. E&P Peer Group

    | 2. | target short-term incentive; |

  70. E&P Peer Group

    | 3. | target cash compensation (base salary plus short-term incentive); |

  71. E&P Peer Group

    | 4. | long-term incentive; and |

  72. E&P Peer Group

    | 5. | total target compensation (base salary plus short-term and long-term incentive). |

  73. E&P Peer Group

    | National Fuel Gas Company | 2026 PROXY STATEMENT | 45 |

  74. E&P Peer Group

    The Compensation Committee reviewed an analysis based on data from Meridian’s proprietary North America Oil & Gas Exploration & Production compensation database, supplemented by publicly available sources. The Compensation Committee selected 19 E&P peer companies based on criteria such as revenues, assets, and nature of operations that made them relatively comparable to Seneca, in terms of operations, and similar in size to Seneca or the Company. The companies in the 19-member E&P Peer Group ranged in size from approximately $1.5 billion to $15.4 billion in assets (with a median of $7.3 billion). By comparison, at the time the E&P Peer Group was selected, Seneca’s assets and the Company’s consolidated assets totaled approximately $2.6 billion and $8.3 billion, respectively.

  75. E&P Peer Group

    | | E&P PEER COMPANIES FOR FISCAL 2025 | | | | 1 | Antero Resources Corporation | 11 | Magnolia Oil & Gas Corporation | | 2 | Berry Corporation | 12 | Matador Resources Company | | 3 | California Resources Corporation | 13 | Murphy Oil Corporation | | 4 | Chesapeake Energy Corporation | 14 | Permian Resources Corporation | | 5 | Chord Energy Corporation | 15 | Range Resources Corporation | | 6 | CNX Resources Corporation | 16 | SM Energy Company | | 7 | Comstock Resources Inc. | 17 | Southwestern Energy Company | | 8 | Crescent Energy Company | 18 | Talos Energy Inc. | | 9 | Gulfport Energy Corporation | 19 | Vital Energy, Inc. (formerly Laredo Petroleum, Inc.) | | 10 | Kosmos Energy Ltd. | | |

  76. E&P Peer Group

    The Compensation Committee reviews the companies in the E&P Peer Group from time to time and makes adjustments as it believes are warranted. For purposes of establishing compensation for 2025, the Compensation Committee removed Callon Petroleum Company, which was involved in an acquisition. The Compensation Committee added Berry Corporation, California Resources Corporation, Chord Energy Corporation, Crescent Energy Company, Kosmos Energy Ltd., and Murphy Oil Corporation, based on the criteria noted above. Note also that Earthstone Energy, Inc., a company included in the 2024 peer group, was acquired by Permian Resources Corporation, which remained in the peer group for 2025.

  77. Annual Cash Incentive

    Annual Cash Incentive The Company provides an annual cash incentive to its executives to motivate their performance over a short term (which is generally considered to be no longer than two years). Early in fiscal 2025, the Compensation Committee established for each participant in the AARCIP a target amount for the annual cash incentive, stated as a percentage of base salary. Executives generally were eligible to earn up to two times the target percentage, based on performance on written goals, provided that the maximum payment was capped at the lesser of (i) two times the executive’s base salary, or (ii) two million dollars. For participants in the EACIP, the process is similar, except the CEO has broad discretion to reduce the amount otherwise payable as annual cash incentive based on such factors as the CEO may determine. Target Award Levels In considering target award levels for the annual cash incentive for fiscal 2025, the Compensation Committee took into account the recommendations of the independent compensation consultants based on reviews of competitive market practices, and the recommendations of Mr. Bauer with respect to participants in the AARCIP (other than himself) and the EACIP. The Compensation Committee exercised its business judgment and maintained target awards for fiscal 2025 at the same levels it had set in 2024 for each named executive officer who participated in the AARCIP or EACIP.

  78. Annual Cash Incentive

    | AARCIP / EACIP PARTICIPANT | TARGET (AS A PERCENTAGE OF BASE SALARY) | | Mr. Bauer | 125% | | Mr. Silverstein | 80% | | Mr. Loweth | 95% | | Mr. Krebs | 50% | | Mr. Kraemer | 100% | | Ms. DeCarolis | 80% |

  79. Annual Cash Incentive

    Mr. Del Vecchio was not a participant in the AARCIP or EACIP for fiscal 2025. Generally, for officers who are not participants in those plans, the CEO determines the officer’s annual cash incentive payment based on his subjective determination of the

  80. Annual Cash Incentive

    | National Fuel Gas Company | 2026 PROXY STATEMENT | 47 |

  81. Annual Cash Incentive

    officer’s performance, with the advice and counsel of the subsidiary presidents, and taking into consideration overall corporate performance. As a general guide, and without limiting the discretion of the CEO to determine payment amounts, the CEO sets target opportunities for these officers. For fiscal 2025, the CEO set Mr. Del Vecchio’s target opportunity at 50% of his base salary, in line with the compensation consultant’s recommendation for Mr. Del Vecchio’s position as Executive Vice President of Supply Corporation as of the beginning of the fiscal year. Fiscal 2025 Performance Goals Based upon discussions with Mr. Bauer and upon review of forecasted financial and operational data, the Compensation Committee approved for each named executive officer who participated in the AARCIP (Messrs. Bauer, Silverstein, Loweth and Kraemer and Ms. DeCarolis) or the EACIP (Mr. Krebs) a set of particular performance goals for the 2025 fiscal year. The Compensation Committee aligned these goals with the Company’s strategic business plans, as well as its ongoing corporate responsibility efforts. Certain goals overlapped among participants, including, for example, goals tied to consolidated EBITDA, emissions reduction, and safety. For participants in the AARCIP, 100% of the target incentive was made dependent on objective performance criteria. For Mr. Krebs, who participated in the EACIP, 75% of the target incentive was made dependent on objective performance criteria, and 25% was made dependent on the CEO’s subjective assessment of Mr. Krebs’ performance. All performance criteria applicable to a participant in the AARCIP or EACIP are communicated to the participant at the time the criteria are established. Two-Year Averaging of Earnings-Related Goals The earnings-related goals established by the Compensation Committee for fiscal 2025 were structured so as to average current-year and prior-year performance. Under this award design, earnings performance in any given year impacted annual incentive payouts over two years. In effect, one-half of the amount earned in a given year was paid at the end of that year, and one-half was paid at the end of the following year. For purposes of establishing short-term incentives for fiscal 2026, the Compensation Committee approved earnings-related goals that will not be averaged with prior-year results. The Compensation Committee made this change to better align the Company’s short-term incentive design with market practice, and to better link annual pay to performance during the year in which goals are achieved. The Compensation Committee believes that eliminating two-year averaging will serve to better focus executives on performance in the year at hand, in line with stockholders’ interest in near-term performance. The Compensation Committee also believes the Company’s compensation practices continue to provide balanced incentives for creating stockholder value in both the near-term and long-term. In connection with the departure from two-year averaging for earnings-related goals, the Compensation Committee approved certain additional payments to named executive officers in December 2025, in place of factoring fiscal 2025 performance into the calculation of the incentive to be earned in fiscal 2026. See below under “Additional Incentive Payments.” Targets Based on Financial Forecast The Compensation Committee sets certain annual incentive targets based on the Company’s financial forecast for the current fiscal year. Many factors affect the forecast, including some that are not within the Company’s control. For example, although the Company enters into hedging arrangements to mitigate the volatility of natural gas prices, natural gas futures prices themselves are beyond the Company’s control. The Company uses the then-current outlook for natural gas prices when it develops its financial forecast used to determine its earnings per share guidance provided to the investment community. The Company’s natural gas price projections approximate the NYMEX forward curve and consider the impact of local sales point differentials and new physical firm sales, transportation, and financial hedge contracts. The Company communicates its natural gas price outlook and earnings expectations to the investment community in its financial releases. Early in fiscal 2025, the Company expected that NYMEX natural gas prices would average $2.80 per MMBtu for the fiscal year, substantially less than the early fiscal 2024 outlook of $3.25 per MMBtu. The significant year-over-year decline in expected natural gas prices led to a lower target range for the Seneca EBITDA goal for fiscal 2025 as compared to fiscal 2024. In addition, because Seneca contributes substantially to consolidated EBITDA, the lower Seneca target range meaningfully impacted the consolidated EBITDA goal, which at the midpoint of the target range fell one percent below the prior year’s target. Nevertheless, the fiscal 2025 target ranges for all of the EBITDA goals exceeded actual results from fiscal 2024.

  82. Annual Cash Incentive

    | 48 | National Fuel Gas Company | 2026 PROXY STATEMENT |

  83. Annual Cash Incentive

    The types of objective goals approved for fiscal 2025 and the purpose of the goals are set forth in the following table:

  84. Annual Cash Incentive

    | GOALS | PURPOSE | | Financial performance goals related to earnings (EBITDA*) | To focus attention on the Company’s overall profitability, as well as the profitability of the Company’s business segments, as appropriate. | | Operations performance goals related to expenses and finding and development costs in the exploration and production business, compression reliability in the pipeline and storage and gathering businesses, and customer service in the utility business | To focus attention on controlling expense, ensuring operational reliability, and continued excellence in customer service. | | Corporate responsibility performance goals related to emissions reductions, safety, and diversity and inclusion | To focus attention on environmental stewardship, employee, customer and public safety, and workplace inclusiveness. | | Information technology goal (EACIP only) | To focus attention on the Company’s information technology systems. |

  85. Annual Cash Incentive

    | * For purposes of the goals, EBITDA is calculated as operating income plus depreciation, depletion and amortization, plus any period-end impairment charges, excluding the effect of tax code amendments and regulatory responses thereto that impact EBITDA, any reversal of reserves for preliminary survey and investigation charges recorded in a prior fiscal year, and the impact any joint development agreement, restructuring, reorganization, acquisition, disposition, or winding down of any business unit. |

  86. Annual Cash Incentive

    To determine the annual cash incentive award payout based on stated performance objectives, the weight assigned to each goal is multiplied by the percentage of the goal achieved to calculate a weighted percentage for each goal. Once the weighted percentage for each goal is determined, the percentages are totaled. That total weighted percentage is multiplied by the target award to arrive at the total incentive payment amount. The fiscal 2025 annual cash incentives earned by the named executive officers under the AARCIP or EACIP are shown in the Fiscal 2025 Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column, except that: (i) for Mr. Krebs, the portion of his annual cash incentive based on CEO discretion under the EACIP is shown in the “Bonus” column, along with an additional incentive payment approved by the Compensation Committee in connection with the elimination of two-year averaging of earnings-related goals, as described below; and (ii) Mr. Del Vecchio’s annual cash incentive is shown in the “Bonus” column. The amount earned under the AARCIP by Mr. Bauer, Mr. Silverstein, Mr. Loweth, Mr. Kraemer and Ms. DeCarolis was based on performance against objective goals established by the Compensation Committee. For Mr. Krebs, 75% of his target opportunity under the EACIP was based on objective goals established by the Compensation Committee, and 25% was based on the CEO’s subjective evaluation of his individual performance. In assessing Mr. Krebs’ performance, the CEO took into account Mr. Krebs’ management of informational and operational technologies, his oversight of customer operations, and his contributions to the review of CenterPoint Energy, Inc.’s Ohio utility business. For Mr. Del Vecchio, who did not participate in the AARCIP or EACIP, the CEO determined a payout level of $536,549, considering Mr. Del Vecchio’s increased responsibilities as President of the Company’s pipeline and storage companies, effective February 1, 2025, and his contributions to corporate performance with respect to earnings, safety, compression reliability, and corporate responsibility goals. The Compensation Committee approved the incentive payments made to each of the named executive officers.

  87. Annual Cash Incentive

    | National Fuel Gas Company | 2026 PROXY STATEMENT | 49 |

  88. Annual Cash Incentive

    The following chart identifies the goals assigned to each named executive officer who participated in the AARCIP or EACIP for the 2025 fiscal year, the percentage of each goal achieved, the weight assigned to each goal, and the weighted percentage achieved for each goal. Also noted are each participant’s target percentage of base salary, total weighted percentage achieved, target amount, and actual incentive payout. Following the chart, numbered sequentially to match the appearance of the performance objective in the chart, is a summary of what the objective was at the threshold level, target level and maximum level of performance, and a summary of actual performance. Where a target level of performance is stated as a range, achievement at any point within the range will result in the same contribution to the total payout. With regard to EBITDA goals, performance was averaged with the prior year’s performance as described above.

  89. Annual Cash Incentive

    | | | | ANNUAL CASH INCENTIVE | | | | | | | | | | | | | EXECUTIVE | | | BAUER | | SILVERSTEIN | | LOWETH | | KREBS | | KRAEMER | | DECAROLIS | | | Target Percentage of Base Salary | | | 125% | | 80% | | 95% | | 50% | | 100% | | 80% | | | FISCAL 2025 PERFORMANCE GOALS | | PERFORMANCE (%) | WT | WT’D % ACHIEVED | WT | WT’D % ACHIEVED | WT | WT’D % ACHIEVED | WT | WT’D % ACHIEVED | WT | WT’D % ACHIEVED | WT | WT’D % ACHIEVED | | Financial Goals | | | | | | | | | | | | | | | | 1. | Consolidated EBITDA* | 123 | 0.25 | 30.75 | 0.25 | 30.75 | 0.25 | 30.75 | 0.25 | 30.75 | 0.25 | 30.75 | 0.30 | 36.90 | | 2. | Regulated EBITDA* | 128 | 0.20 | 25.60 | 0.20 | 25.60 | | | 0.25 | 32.00 | 0.25 | 32.00 | 0.35 | 44.80 | | 3. | Seneca EBITDA* | 121 | 0.10 | 12.10 | 0.10 | 12.10 | 0.20 | 24.20 | | | 0.10 | 12.10 | | | | 4. | Midstream EBITDA* | 144 | 0.10 | 14.40 | 0.10 | 14.40 | 0.10 | 14.40 | | | 0.05 | 7.20 | | | | Operations Goals | | | | | | | | | | | | | | | | 1. | Seneca Lease Operating Expense | 167 | | | | | 0.10 | 16.70 | | | | | | | | 2. | Seneca Finding and Development Cost | 146 | 0.10 | 14.60 | 0.10 | 14.60 | 0.10 | 14.60 | | | | | | | | 3. | Seneca General and Administrative Expense | 127 | | | | | 0.05 | 6.35 | | | | | | | | 4. | Compression Reliability | 200 | | | | | | | | | 0.05 | 10.00 | | | | 5. | Customer Service | 136 | | | | | | | | | 0.05 | 6.80 | 0.10 | 13.60 | | Corporate Responsibility Goals | | | | | | | | | | | | | | | | 1. | Seneca Emissions Reduction | 100 | | | | | 0.05 | 5.00 | | | | | | | | 2. | Pipeline Emissions Reduction | 100 | | | | | | | | | 0.05 | 5.00 | | | | 3. | Operational Safety and Emissions Reduction | 100 | 0.05 | 5.00 | 0.05 | 5.00 | | | | | | | 0.05 | 5.00 | | 4. | Safety | 200 | 0.15 | 30.00 | 0.15 | 30.00 | 0.10 | 20.00 | 0.15 | 30.00 | 0.15 | 30.00 | 0.15 | 30.00 | | 5. | Diversity and Inclusion | 100 | 0.05 | 5.00 | 0.05 | 5.00 | 0.05 | 5.00 | 0.05 | 5.00 | 0.05 | 5.00 | 0.05 | 5.00 | | Other Goals | | | | | | | | | | | | | | | | 1. | Information Technology | 188 | | | | | | | 0.05 | 9.40 | | | | | | 2. | CEO Discretion | 124 | | | | | | | 0.25 | 31.07 | | | | | | Total Weighted Percentage Achieved | | | 137.455% | | 137.45% | | 137.00% | | 138.22% | | 138.85% | | 135.30% | | | Target | | | $1,368,750 | | $400,200 | | $686,138 | | $235,125 | | $843,750 | | $573,800 | | | Annual Cash Incentive | | | $1,881,347 | | $550,075 | | $940,008 | | $325,000 | | $390,516** | | $582,264** | |

  90. Annual Cash Incentive

    | * Reflects an average of 2025 performance and 2024 performance. Regulated EBITDA refers to the Company’s Utility and Pipeline and Storage segments; Seneca EBITDA refers to the Company’s Exploration and Production business; and Midstream EBITDA refers to the Company’s Gathering business. |

  91. Annual Cash Incentive

    | ** Pursuant to the terms of the AARCIP, Mr. Kraemer and Ms. DeCarolis each received a pro-rated portion of the annual cash incentive they otherwise would have received had they remained employed through the end of the fiscal year. |

  92. Annual Cash Incentive

    | 50 | National Fuel Gas Company | 2026 PROXY STATEMENT |

  93. Annual Cash Incentive

    | PERFORMANCE GOAL | | THRESHOLD | TARGET | MAXIMUM | ACTUAL PERFORMANCE | | Financial Goals | | | | | | | 1. | Consolidated EBITDA – In determining final performance level, the results of this goal were averaged with the prior year results on the consolidated EBITDA goal. | $1,061 Million | $1,200-1,317 Million | $1,495 Million | 2025 Consolidated EBITDA = $1,415 Million; performance level of 155%; 2-year average of performance levels = (155%+91%)/2 = 123% | | 2. | Regulated EBITDA – In determining final performance level, the results of this goal were averaged with the prior year results on the regulated companies EBITDA goal. | $406 Million | $433-439 Million | $466 Million | 2025 Regulated EBITDA = $454 Million; performance level of 156%; 2-year average of performance levels = (156%+100%)/2 = 128% | | 3. | Seneca EBITDA – In determining final performance level, the results of this goal were averaged with the prior year results on the Seneca EBITDA goal. | $486 Million | $588-689 Million | $832 Million | 2025 Seneca EBITDA = $766 Million; performance level of 154%; 2-year average of performance levels = (154%+87%)/2 = 121% | | 4. | Midstream EBITDA – In determining final performance level, the results of this goal were averaged with the prior year results on the Midstream EBITDA goal. | $184 Million | $194-204 Million | $212 Million | 2025 Midstream EBITDA = $211 Million; performance level of 188%; 2-year average of performance levels = (188%+100%)/2 = 144% | | Operations Goals | | | | | | | 1. | Seneca Lease Operating Expense (per thousand cubic feet equivalent (Mcfe)) | $0.72/Mcfe | $0.69/Mcfe | $0.66/Mcfe | $0.67/Mcfe | | 2. | Seneca Finding and Development Cost (per Mcfe) | $1.00/Mcfe | $0.81-0.89/Mcfe | $0.68/Mcfe | $0.75/Mcfe | | 3. | Seneca General and Administrative Expense | $81.0 Million | $76.0-78.0 Million | $73.0 Million | $75.2 Million | | 4. | Compression Reliability – Measured by compressor fleet availability average. | Greater than 95.4% | 97.3% | 98.4% | 98.4% | | 5. | Customer Service – Measured by average of performance levels on residential satisfaction rates and non-emergency appointments kept. | Residential Satisfaction Rates are at least 85% in NY and PA, or Non-Emergency Appointments Kept are at least 98% in NY and PA | Residential Satisfaction Rates are at least 94.2% in NY and 93.6% in PA, and Non-Emergency Appointments Kept are at least 98% in NY and PA | Residential Satisfaction Rates are at least 97.3% in NY and 98.7% in PA, and Non-Emergency Appointments Kept are at least 99.9% in NY and PA | Residential Satisfaction Rates of 91.6% in NY and 87.5% in PA, constituting performance at 76% level; Non-Emergency Appointments Kept = 99.7% in NY and 99.9% in PA, constituting performance at 195% level; average of performance levels = 136% | | Corporate Responsibility Goals | | | | | | | 1. | Seneca Emissions Reduction – Measured by Seneca’s performance on maintenance and construction projects designed to reduce emissions. | Complete 1 of 2 emissions reduction projects | Complete 2 emissions reduction projects | Capped at Target | Completed both emissions reduction projects | | 2. | Pipeline Emissions Reduction – Measured by the Pipeline and Storage segment’s and Gathering business’s performance on maintenance and construction projects designed to reduce emissions. | Complete 2 of 3 emissions reduction projects | Complete 3 of 4 emissions reduction projects | Capped at Target | Completed all 4 emissions reduction projects | | 3. | Operational Safety and Emissions Reduction – Measured by the Utility segment’s operational safety performance in New York and outstanding leaks reduction. | Complete all 3 safety performance standards OR any 2 safety performance standards and meet outstanding leaks reduction targets | Complete all 3 safety performance standards and meet outstanding leaks reduction targets | Capped at Target | Completed all 3 safety performance standards and met outstanding leaks reduction targets | | 4. | Safety – To promote continued importance of safety; measured by OSHA “Days Away, Restricted or Transferred” rate. | Safety performance at or better than goal in any two divisions | Safety performance at or better than goal in any three divisions | Safety performance at combined level of 1.33 or less | Safety performance at combined level less than 1.33 | | 5. | Diversity and Inclusion – Measured by outreach programs and engagement events, and percentage of exempt employee job applicants in protected classes. | Complete outreach and engagement events | Complete outreach and engagement events, and percentage of protected class applicants is greater than 40% | Complete outreach and engagement events, and percentage of protected-class applicants is at least 48% | Completed outreach and engagement events, and percentage of protected-class applicants was greater than 40% | | Other Goals | | | | | | | 1. | Information Technology | Technology risk management score at 23k | Technology risk management score at 20.7k | Technology risk management score at 18.4k | Technology risk management score at 18.9k | | 2. | CEO Discretion | 1% | 100% | 200% | 124% |

  94. Annual Cash Incentive

    | National Fuel Gas Company | 2026 PROXY STATEMENT | 51 |

  95. Annual Cash Incentive

    Additional Incentive Payments As noted above, for purposes of establishing short-term incentives for fiscal 2026, the Compensation Committee approved earnings-related goals that will not be averaged with prior-year results. This change from prior practice better aligns the Company’s short-term incentive with market practice and more closely links pay to performance during the year in which goals are achieved. In connection with this change, the Compensation Committee approved the payment in December 2025 of the full amount of the incentive attributable to fiscal 2025 earnings performance in the absence of two-year averaging. The Compensation Committee approved this payment to named executive officers who are participants in the AARCIP or EACIP for both fiscal 2025 and fiscal 2026 (Messrs. Bauer, Silverstein, Loweth and Krebs), as fiscal 2025 performance would have impacted their fiscal 2026 incentive payments under the prior award design. The Compensation Committee calculated the amount of the additional incentive payment as the difference between the amount that would have been paid under standalone fiscal 2025 earnings-related goals, without two-year averaging, and the amount paid on earnings-related goals pursuant to the AARCIP or EACIP under the two-year averaging construct. The effect of the additional payment is to compensate named executive officers presently for fiscal 2025 performance, rather than factor fiscal 2025 performance into the calculation of the incentive to be earned in fiscal 2026. The Compensation Committee believes that eliminating two-year averaging will serve to better focus executives on performance in the year at hand, in line with stockholders’ interest in near-term performance. The Compensation Committee also believes the Company’s compensation practices continue to provide balanced incentives for creating stockholder value in both the near-term and long-term. The additional incentive payments are one-time payments related to the elimination of two-year averaging from the short-term incentive. The additional incentive payments are shown in the “Bonus” column in the Summary Compensation Table. Preview of Fiscal 2026 Performance Goals Based upon a review of forecasted financial and operational data, and taking into account the Company’s strategic objectives, the Compensation Committee approved a set of particular performance goals for each participant in the AARCIP for the 2026 fiscal year. The types of goals approved for fiscal 2026 include the following:

  96. Annual Cash Incentive

    | • | Financial performance goals related to earnings; lease operating and gathering operation and maintenance expense in the Integrated Upstream and Gathering segment; and Seneca’s general and administrative expense; |

  97. Annual Cash Incentive

    | • | Operations performance goals related to Seneca’s finding and development cost; Seneca’s capital efficiency; compression reliability in the pipeline and storage and gathering businesses; customer service, operational safety and methane emissions reductions in the utility business; and safety across the Company; and |

  98. Annual Cash Incentive

    | • | Qualitative strategic performance goals related to strategic plan execution and business development; financial management and capital deployment; and stakeholder engagement and responsible stewardship. |

  99. Annual Cash Incentive

    The financial goals account for 50% of goal formula, the operations goals account for 30%, and the qualitative strategic goals account for 20%. Information regarding performance on these goals will be described in the Company’s proxy statement to be filed following the completion of the 2026 fiscal year.

  100. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The Compensation Committee uses its business judgment to establish target long-term incentive awards, taking into account the recommendations of its compensation consultants based on reviews of competitive market practices, and the recommendations of the CEO with respect to named executive officers other than himself. Such awards are intended to focus attention on managing the Company from a long-term investor’s perspective. In addition, the Compensation Committee wishes to encourage officers to have a significant, personal investment in the Company through stock ownership. The Compensation Committee typically makes equity awards on an annual basis in December but has not established a policy to make grants at a specific meeting, to allow flexibility to review and evaluate appropriate equity grant practices.

  101. Long-Term Incentive Compensation

    | 52 | National Fuel Gas Company | 2026 PROXY STATEMENT |

  102. Long-Term Incentive Compensation

    Fiscal 2025 Equity Awards The targeted value of long-term incentives granted to the named executive officers in fiscal 2025 was as follows:

  103. Long-Term Incentive Compensation

    | NAME | TARGETED VALUE OF LONG-TERM INCENTIVES | LTI AWARDS AS PERCENTAGE OF CALENDAR YEAR 2025 BASE SALARY | | David P. Bauer | $4,300,000 | 391% | | Timothy J. Silverstein | $735,000 | 140% | | Justin I. Loweth | $2,190,000 | 300% | | Joseph N. Del Vecchio | $600,000 | 138% | | Martin A. Krebs | $381,600 | 80% | | Ronald C. Kraemer | $2,600,000 | 306% | | Donna L. DeCarolis | $1,015,000 | 140% |

  104. Long-Term Incentive Compensation

    For Mr. Bauer, Mr. Kraemer and Ms. DeCarolis, target long-term incentives aligned target total direct compensation with approximately the 50th percentile of comparable Energy Industry positions. For Mr. Silverstein, Mr. Del Vecchio and Mr. Krebs, target long-term incentives placed their target total direct compensation below the 50th percentile of comparable Energy Industry positions. Mr. Loweth’s target long-term incentives placed his target total direct compensation above the 50th percentile of chief operating officers at the E&P Peer Group, but below the 25th percentile of chief executive officers at the smaller subset of those peers. For each named executive officer other than Mr. Kraemer and Ms. DeCarolis, the Compensation Committee granted two-thirds of the fiscal 2025 long-term incentive award in the form of performance shares, and one-third in the form of time-vested RSUs, which are intended to serve as an additional retention tool. For Mr. Kraemer and Ms. DeCarolis, the Compensation Committee granted a long-term incentive award entirely in the form of performance shares. The Compensation Committee made that determination to focus greater attention on the achievement of performance targets, and in recognition of the fact that retention incentives such as time-vested RSUs can have a lesser impact with respect to long-tenured executives. Beginning with fiscal year 2022, long-term incentive awards included a set of performance shares with a performance goal focused on emissions reductions. The emissions goal sets methane intensity reduction metrics for each of the Company’s operating segments, and an overall greenhouse gas emissions metric for the consolidated Company. The emissions performance cycle for the fiscal 2025 award runs from calendar year 2025 through calendar year 2027, consistent with the Company’s calendar-year reporting of GHG emissions. The emissions performance goal is designed to incentivize and reward performance to the extent management achieves methane intensity and GHG reduction targets making progress towards the Company’s 2030 goals. The emissions goal accounts for 4% of the total long-term incentive award. The number of performance shares that will vest and be paid will depend on the number of methane intensity segment targets achieved, and whether the Company meets the overall greenhouse gas emissions target, as reflected in the following table:

  105. Long-Term Incentive Compensation

    | EMISSIONS REDUCTION PERFORMANCE LEVEL | PERCENTAGE OF TARGET OPPORTUNITY PAID | | 2 of 4 segment targets achieved | 50% | | 3 of 4 segment targets achieved | 100% | | 4 of 4 segment targets achieved | 150% | | 4 of 4 segment targets achieved and overall greenhouse gas emissions goal achieved | 200% |

  106. Long-Term Incentive Compensation

    The performance shares awarded in fiscal 2025 and not allocated to the emissions goal are split evenly between relative TSR and relative ROC performance conditions, as described below. The performance conditions are to be achieved over a three-year performance cycle that started October 1, 2024, and concludes September 30, 2027. The Compensation Committee established the performance condition for the second set of performance shares awarded in fiscal 2025 as the Company’s three-year TSR over the performance cycle as compared to the same metric for companies in the Corporate Peer Group selected by the Compensation Committee, as calculated based on the data reported for each company in the Bloomberg online database. Subject to appropriate adjustments to reflect unusual corporate events, such as a spin-off or other restructuring, affecting the capital structure of a member of the Corporate Peer Group, (i) starting stock

  107. Long-Term Incentive Compensation

    | National Fuel Gas Company | 2026 PROXY STATEMENT | 53 |

  108. Long-Term Incentive Compensation

    prices are calculated as the average closing stock prices for the calendar month immediately preceding the start of the performance cycle, (ii) ending stock prices are calculated as the average closing stock prices for the calendar month concluding the performance cycle, and (iii) dividends are deemed reinvested in each company’s securities at each ex-dividend date. The Compensation Committee linked the awards to relative levels of performance, which results in the vesting and payment of a percentage of the target number of performance shares depending on the Company’s percentile rank in the Corporate Peer Group, as follows:

  109. Long-Term Incentive Compensation

    | RELATIVE TSR GOAL COMPANY’S PERCENTILE RANKING | PERCENTAGE OF TARGET OPPORTUNITY PAID | | less than 25th | 0% | | 25th | 50% | | 50th | 100% | | 100th | 200% |

  110. Long-Term Incentive Compensation

    In prior years, the Compensation Committee had established relative TSR performance thresholds of 30th or below, 40th, 50th, 70th, and 90th or above, which correlated to payouts of 0%, 50%, 100%, 150% and 200%, respectively. The Compensation Committee adjusted the relative TSR performance thresholds, after review with the Company’s compensation consultants, to better align with common market practice and attract and retain talent, while retaining an appropriate link between pay and performance. If the Company’s actual three-year TSR is negative (less than 0.0), the percentage of target opportunity paid is capped at 100%, regardless of the Company’s percentile ranking. For performance between two established performance levels, the percentage of target opportunity paid is determined by straight line mathematical interpolation. The Compensation Committee established the performance condition for the third set of performance shares awarded in fiscal 2025 as the Company’s three-year ROC over the performance cycle as compared to the same metric for companies in the Corporate Peer Group. ROC for the Company or any member of the Corporate Peer Group means the average of the returns on capital for each twelve-month period corresponding to each of the Company’s fiscal years during the performance cycle, calculated based on the data reported for that company in the Bloomberg database. The Compensation Committee linked the awards to relative levels of performance, which results in the vesting and payment of a percentage of the target number of performance shares depending on the Company’s percentile rank in the Corporate Peer Group, as follows:

  111. Long-Term Incentive Compensation

    | RELATIVE ROC GOAL COMPANY’S PERCENTILE RANKING | PERCENTAGE OF TARGET OPPORTUNITY PAID | | less than 25th | 0% | | 25th | 50% | | 50th | 100% | | 100th | 200% |

  112. Long-Term Incentive Compensation

    In prior years, the Compensation Committee had established relative ROC performance thresholds of less than 45th, 45th, 60th, 75th, and 90th or above, which correlated to payouts of 0%, 50%, 100%, 150% and 200%, respectively. The Compensation Committee adjusted the relative ROC performance thresholds, after review with the Company’s compensation consultants, to match the TSR award and to better align with common market practice and attract and retain talent, while retaining an appropriate link between pay and performance. If the Company’s actual three-year ROC is negative (less than 0.0), the percentage of target opportunity paid is capped at 100%, regardless of the Company’s percentile ranking. For performance between two established performance levels, the percentage of target opportunity paid is determined by mathematical interpolation. Generally, each of the time-based RSU awards granted to named executive officers in fiscal 2025 vests in three equal annual installments beginning on the first anniversary of the date of grant, assuming continued employment at the Company. To calculate the number of performance shares and RSUs to be awarded, the Compensation Committee divides the target dollar amount of each award by a discounted share price. In general, the Compensation Committee discounts the current market price of the Company’s stock by an amount equal to the present value of estimated forgone dividends over the vesting period of the award. The Company has not paid dividend equivalents as awards have been earned and paid.

  113. Long-Term Incentive Compensation

    | 54 | National Fuel Gas Company | 2026 PROXY STATEMENT |

  114. Long-Term Incentive Compensation

    The performance shares and time-based RSUs granted to the named executive officers in fiscal 2025 are set out in the Grants of Plan-Based Awards in Fiscal 2025 Table within this proxy statement. Performance on Past Awards With respect to the TSR and ROC performance shares granted in fiscal 2023, which had a performance cycle covering fiscal years 2023 through 2025, the Compensation Committee had established the following 17-member peer group: Antero Midstream Corporation Atmos Energy Corporation Coterra Energy Inc. CNX Resources Corporation DT Midstream Inc. EQT Corporation Equitrans Midstream Corporation Gulfport Energy Corporation MDU Resources Group Inc. New Jersey Resources Corporation ONE Gas, Inc. Range Resources Corporation SM Energy Company Southwest Gas Corporation Southwestern Energy Company Spire, Inc. UGI Corporation Two companies in that peer group (Equitrans Midstream and Southwestern Energy) were acquired during the course of the performance cycle. Pursuant to the award terms for the performance shares, the two companies were removed from the peer group for purposes of both the TSR and ROC performance shares. The Company’s performance over the three-year performance cycle was ranked against the performance of the remaining companies in the peer group. With respect to TSR, the Company outperformed nine of the 15 companies, with a three-year TSR of 43.69%, placing it at the 60th percentile. Pursuant to the TSR performance share payout scale for the award, performance at that percentile resulted in a payout of 125% of the target opportunity. Regarding ROC, the Company outperformed 8 of the 15 companies, with an average ROC of 8.50%, placing it at approximately the 53rd percentile. Pursuant to the ROC performance share payout scale for the award, performance at that percentile resulted in a payout of approximately 78% of the target opportunity. The Company’s performance on the last five completed TSR and ROC performance share grants is summarized in the table below.

  115. Long-Term Incentive Compensation

    | GRANT DATE (FISCAL YEAR) | PERFORMANCE CYCLE (FISCAL YEARS) | TSR | | | ROC | | | | | | RELATIVE PERFORMANCE | PERCENTILE | PAYOUT PERCENTAGE | RELATIVE PERFORMANCE | PERCENTILE | PAYOUT PERCENTAGE | | 2023 | 2023 – 2025 | outperformed 9 of 15 | 60.00 | 125.00 | outperformed 8 of 15 | 53.33 | 77.78 | | 2022 | 2022 – 2024 | outperformed 5 of 15 | 33.33 | 16.67 | outperformed 8 of 14 | 57.14 | 90.48 | | 2021 | 2021 – 2023 | outperformed 6 of 13 | 46.15 | 80.77 | outperformed 10 of 13 | 76.92 | 153.84 | | 2020 | 2020 – 2022 | outperformed 7 of 13 | 53.85 | 109.63 | outperformed 11 of 13 | 84.62 | 169.24 | | 2019 | 2019 – 2021 | outperformed 10 of 13 | 76.92 | 167.30 | outperformed 10 of 13 | 76.92 | 153.84 | | | | Average: | 54.05 | 99.87 | Average: | 69.79 | 129.04 |

  116. Long-Term Incentive Compensation

    In September 2025, the Compensation Committee approved the number of emissions reduction performance shares earned with respect to the performance share grant made in fiscal 2022, which had a performance cycle covering calendar years 2022 through 2024. The Company achieved each of the segment targets for reductions in methane intensity rates. The

  117. Long-Term Incentive Compensation

    | National Fuel Gas Company | 2026 PROXY STATEMENT | 55 |

  118. Long-Term Incentive Compensation

    Company also achieved the target GHG emissions metric for the consolidated Company. As a result, the emissions reduction performance shares, which accounted for 4% of the total long-term incentive award in fiscal 2022, paid out at 200%. Preview of Fiscal 2026 Long-term Incentive Awards Based upon the expected timelines for financing and closing of the Company’s recently announced Ohio utility acquisition, and to retain the Company’s senior management team through the closing and integration period, the Compensation Committee approved a change to the make-up of the Company’s long-term incentive program for fiscal year 2026. While the Company’s compensation philosophy remains firmly rooted in pay-for-performance and alignment with long-term shareholder interests, the Compensation Committee recognized that the expected timelines for financing and closing of this acquisition, along with the extended integration period, which is expected to continue into fiscal 2028, would temporarily distort return on capital (ROC) results, making ROC an unsuitable measure of management performance during this time. In particular, financing is expected to occur in fiscal 2026, well before the expected closing of the acquisition in the fourth calendar quarter of 2026 and the anticipated completion of integration in fiscal 2028. To address this, the Compensation Committee approved an adjustment to the long-term incentive mix, shifting to 60% performance shares based solely on relative total shareholder return (TSR) and 40% time-vested restricted stock units. Both incentives would continue to have three-year performance periods. This approach preserves a strong performance orientation—relative TSR continues to represent the majority of the long-term incentive opportunity—while providing stability to retain and motivate our leadership team through a critical period for the Company. The Compensation Committee intends to reevaluate the inclusion of a second performance metric once integration nears completion.

  119. Change in Control Arrangements

    Change in Control Arrangements The Company’s named executive officers serve at the pleasure of the Board of Directors and are not employed pursuant to employment agreements. Each of the named executive officers is a party to an Employment Continuation and Noncompetition Agreement with the Company, which would become effective upon a change in control of the Company. The Company and the Compensation Committee believe that these agreements are required for the attraction and retention of the executive talent needed to achieve corporate objectives and to assure that named executive officers direct their attention to their duties, acting in the best interests of the stockholders, notwithstanding the potential for loss of employment in connection with a change in control. The agreement contains a “double-trigger” provision that provides payment only if employment terminates within three years following a change in control, as defined in the agreement, either by the Company other than for cause or by the named executive officer for good reason. The Compensation Committee believes this structure fulfills the incentive and executive attraction and retention objectives described above, without providing change in control benefits to named executive officers who continue to enjoy employment with the Company in the event of a change in control transaction. The termination payment is generally calculated by multiplying 1.99 by the sum of the named executive officer’s current base salary plus the average of the annual short-term incentive compensation payment for the previous two fiscal years. The 1.99 multiplier is reduced on a pro-rata basis if termination occurs between age 62 and age 65, at which point no amount is payable. If payment is triggered, certain health benefits are continued for 18 months following termination, or until the date other similar coverage becomes available, if earlier. The agreement contains a restrictive covenant whereby the named executive officer may, upon termination following a change in control, choose to refrain from being employed by or otherwise serving as an agent, consultant, partner or major stockholder of a business engaged in activity that is competitive with that of the Company or its subsidiaries. If the named executive officer so chooses to be bound by this restrictive covenant, an additional payment is made in the amount of the sum of current base salary plus the average of the annual short-term incentive compensation payment for the previous two fiscal years. The Compensation Committee and the Company believe this is an appropriate payment in exchange for the named executive officer’s agreement to the non-compete covenant. There is no gross-up for taxes on either payment. If a named executive officer experiences a qualifying termination of employment within a specific time following a change in control of the Company, many of the components of total compensation described above become immediately vested or paid out in a lump sum. More detail about these items and calculations as of September 30, 2025 are set forth in the section entitled “Potential Payments Upon Termination or Change in Control” within this proxy statement.

  120. Fiscal 2025 Summary Compensation Table

    Fiscal 2025 Summary Compensation Table The following table sets forth a summary of the fiscal 2025 compensation of the Company’s CEO, CFO, each of the three most highly compensated executive officers other than the CEO and CFO who were serving as executive officers at the end of fiscal 2025, and two former executive officers who retired during fiscal 2025. The compensation reflected for each officer was for the officer’s services provided in all capacities to the Company and its subsidiaries.

  121. Fiscal 2025 Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | FISCAL YEAR | SALARY ($) | BONUS ($)(1) | STOCK AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)(4) | ALL OTHER COMPENSATION ($)(5) | TOTAL ($) | | David P. Bauer President and Chief Executive Officer | 2025 | 1,095,000 | 291,544 | 4,170,593 | 1,881,347 | 1,450,376 | 230,595 | 9,119,455 | | | 2024 | 1,070,000 | 0 | 4,097,448 | 1,478,606 | 1,819,723 | 187,389 | 8,653,166 | | | 2023 | 1,025,000 | 0 | 3,999,543 | 1,326,094 | 1,244,524 | 175,141 | 7,770,302 | | Timothy J. | 2025 | 500,250 | 85,243 | 712,908 | 550,075 | 0 | 125,287 | 1,973,763 | | Silverstein | 2024 | 412,000 | 0 | 1,624,353 | 364,373 | 0 | 89,775 | 2,490,501 | | Treasurer and Chief Financial Officer | 2023 | 315,417 | 240,000 | 169,443 | 0 | 0 | 57,469 | 782,329 | | Justin I. Loweth President of Seneca Resources Company, LLC | 2025 | 722,250 | 130,366 | 2,124,118 | 940,008 | 0 | 126,298 | 4,043,040 | | | 2024 | 693,000 | 0 | 5,180,689 | 744,265 | 0 | 100,006 | 6,717,960 | | | 2023 | 667,500 | 0 | 2,188,855 | 679,465 | 0 | 110,443 | 3,646,263 | | Joseph N. Del Vecchio President of National Fuel Gas Supply Corporation | 2025 | 490,583 | 536,549 | 581,883 | 0 | 425,536 | 89,818 | 2,124,369 | | Martin A. Krebs Chief Information Officer | 2025 | 470,250 | 108,322 | 370,166 | 251,947 | 388 | 96,998 | 1,298,071 | | Ronald C. Kraemer Former Chief Operating Officer | 2025 | 277,083 | 0 | 2,505,359 | 390,516 | 721 | 51,640 | 3,225,319 | | | 2024 | 820,000 | 0 | 2,465,653 | 890,520 | 1,476,604 | 134,826 | 5,787,603 | | | 2023 | 798,750 | 0 | 2,432,923 | 908,978 | 1,676,914 | 138,094 | 5,955,659 | | Donna L. DeCarolis Former President of National Fuel Gas Distribution Corporation | 2025 | 536,000 | 0 | 978,112 | 582,264 | 198,412 | 127,207 | 2,421,995 | | | 2024 | 688,000 | 0 | 977,786 | 599,661 | 963,049 | 92,396 | 3,320,892 | | | 2023 | 665,000 | 0 | 1,037,369 | 578,018 | 1,223,897 | 89,680 | 3,593,964 |

  122. Fiscal 2025 Summary Compensation Table

    | (1) For fiscal 2025, this column reflects (a) for Mr. Bauer, Mr. Silverstein and Mr. Loweth, the additional incentive payment approved in connection with the elimination of two-year averaging of earnings-related goals; (b) for Mr. Del Vecchio, the entire annual incentive compensation payment based on subjective evaluation by the CEO; and (c) for Mr. Krebs, the discretionary portion of the annual incentive payment under the EACIP ($73,053), plus the additional incentive payment approved in connection with the elimination of two-year averaging of earnings-related goals ($35,269). Each payment is further described above under Compensation Discussion and Analysis. |

  123. Fiscal 2025 Summary Compensation Table

    | National Fuel Gas Company | 2026 PROXY STATEMENT | 59 |

  124. Fiscal 2025 Summary Compensation Table

    | (2) The stock award values for fiscal 2025 show the aggregate grant date fair value of performance shares and, where applicable, time-based RSUs, computed in accordance with FASB ASC Topic 718. For information on the valuation assumptions and performance conditions with respect to these awards, refer to Note A under the heading “Stock-Based Compensation” and Note H under the heading “Stock Award Plans” in the Company’s financial statements in its Form 10-K for the fiscal year ended September 30, 2025 (“2025 Form 10-K”). The grant date fair value of performance shares reflects an estimate that 100% of the performance shares awarded will vest at the end of the three-year performance cycle. The actual percentage to vest will be determined following fiscal 2027. The grant date fair value of stock awards granted in fiscal 2025, assuming the highest level of performance for performance shares (200%), is as follows: Mr. Bauer, $6,933,109; Mr. Silverstein, $1,185,153; Mr. Loweth, $3,531,097; Mr. Del Vecchio, $967,318; Mr. Krebs, $615,352; Mr. Kraemer, $5,010,719; and Ms. DeCarolis, $1,956,225. |

  125. Fiscal 2025 Summary Compensation Table

    | (3) For fiscal 2025, this column reflects annual incentive compensation, except that the discretionary portion of Mr. Krebs’ annual incentive payment under the EACIP is reflected in the Bonus column. Please refer to the Compensation Discussion and Analysis for additional information about annual incentive compensation, including information regarding the performance conditions applicable to the awards. |

  126. Fiscal 2025 Summary Compensation Table

    | (4) The amounts included in this column as the aggregate change in the actuarial present value of the named executive officers’ accumulated benefits under all defined benefit and actuarial pension plans (including supplemental plans) include the following for fiscal 2025: for Mr. Bauer, an increase of $1,450,376; for Mr. Del Vecchio, an increase of $425,536; and for Ms. DeCarolis, an increase of $197,934. For Mr. Kraemer, the aggregate change in the actuarial present value of his accumulated benefits under all defined benefit and actuarial pension plans (including supplemental plans) for fiscal 2025 was a decrease of $1,580,634. These amounts were determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements in its 2025 Form 10-K, as described in Note K, “Retirement Plan and Other Post-Retirement Benefits.” The amounts included in this column as above-market earnings on compensation that is deferred on a basis that is not tax-qualified are as follows for fiscal 2025: for Mr. Krebs, $388; for Mr. Kraemer, $721; and for Ms. DeCarolis, $478. See the narrative, tables and notes to the sections entitled “Fiscal 2025 Pension Benefits” and “Fiscal 2025 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans” within this proxy statement for more information. |

  127. Fiscal 2025 Summary Compensation Table

    | (5) See the All Other Compensation table below for more information. |

  128. Fiscal 2025 Summary Compensation Table

    The following table describes each component of the All Other Compensation column in the Fiscal 2025 Summary Compensation Table:

  129. Fiscal 2025 Summary Compensation Table

    | DESCRIPTION | DAVID P. BAUER ($) | TIMOTHY J. SILVERSTEIN ($) | JUSTIN I. LOWETH ($) | JOSEPH N. DEL VECCHIO ($) | MARTIN A. KREBS ($) | RONALD C. KRAEMER ($) | DONNA L. DECAROLIS ($) | | Defined Contributions(a) | 20,925 | 34,875 | 34,869 | 20,925 | 34,013 | 6,925 | 15,675 | | 401(k) Tophat(b) | 175,148 | 47,209 | 22,410 | 40,703 | 28,906 | 33,131 | 51,421 | | RSA Tophat(c) | 0 | 31,473 | 57,755 | 0 | 19,008 | 0 | 0 | | Employee Stock Ownership Plan (“ESOP”) Supplemental Payment(d) | 0 | 0 | 0 | 0 | 0 | 609 | 0 | | Life Insurance(e) | 15,000 | 760 | 760 | 15,000 | 15,000 | 0 | 15,000 | | Travel Accident Insurance(f) | 170 | 71 | 148 | 123 | 71 | 49 | 111 | | Perquisites(g) | 19,352 | 10,899 | 10,356 | 13,067 | N/A | 10,926 | N/A | | Consulting Services Agreement(h) | 0 | 0 | 0 | 0 | 0 | 0 | 45,000 | | Total | 230,595 | 125,287 | 126,298 | 89,818 | 96,998 | 51,640 | 127,207 |

  130. Fiscal 2025 Summary Compensation Table

    | a) | Represents the Company contributions to the 401(k) plan accounts of the named executive officers. Each named executive officer receives a Company match of up to 6% within the 401(k) plan on the lesser of base salary or the IRS annual compensation limit. In addition, Mr. Silverstein, Mr. Loweth and Mr. Krebs are participants in the Company’s RSA benefit within the 401(k) plan, pursuant to which they receive a Company contribution of 4% on the portion of their base salary plus incentive payments that does not exceed the IRS annual compensation limit. |

  131. Fiscal 2025 Summary Compensation Table

    | b) | Each named executive officer is prohibited from receiving the full 401(k) Company match due to the IRS annual compensation limit. The 401(k) tophat benefit gives each named executive officer a Company match on the following forms of compensation: (1) base salary that exceeds the IRS annual compensation limit, and (2) annual cash incentive compensation. |

  132. Fiscal 2025 Summary Compensation Table

    | c) | Represents the Company contributions on Mr. Silverstein’s, Mr. Loweth’s and Mr. Krebs’ base salary plus annual cash incentive payment that exceeded the IRS annual compensation limit. |

  133. Fiscal 2025 Summary Compensation Table

    | d) | All management participants who were hired prior to December 31, 1986 participate in the ESOP, which pays dividends to the participants on the Common Stock held in the plan. Participants who were hired prior to 1983 did not have the option to reinvest dividends on shares acquired prior to 1983. The formula for the supplemental payment was designed to result in aggregate supplemental payments to pre-1983 participants approximating the amount the Company saved in corporate income taxes by prohibiting the reinvestment of dividends. The ESOP is a qualified benefit plan that was frozen in 1987 and closed to future participants. |

  134. Fiscal 2025 Summary Compensation Table

    | e) | Represents, for Mr. Bauer, Mr. Del Vecchio, Mr. Krebs and Ms. DeCarolis, Company-paid life insurance premiums under the Executive Life Insurance Plan; and for Mr. Silverstein and Mr. Loweth, Company-paid group life insurance premiums. |

  135. Fiscal 2025 Summary Compensation Table

    | f) | Represents the premiums paid for the blanket travel insurance policy, which provides a death benefit to beneficiaries of an officer if the officer dies while traveling on business. |

  136. Fiscal 2025 Summary Compensation Table

    | g) | Perquisites consist of financial and tax preparation services, attendance at Company and industry events for a family member, blanket travel insurance for personal travel, tickets to sporting and entertainment events, and/or long-term disability contributions paid by the Company. Perquisites for Mr. Krebs and Ms. DeCarolis were each less than $10,000 in the aggregate. |

  137. Fiscal 2025 Summary Compensation Table

    | h) | Represents payments made during fiscal 2025 under Ms. DeCarolis’ Consulting Services Agreement. |

  138. Fiscal 2025 Summary Compensation Table

    | 60 | National Fuel Gas Company | 2026 PROXY STATEMENT |

  139. Grants of Plan-Based Awards in Fiscal 2025

    Grants of Plan-Based Awards in Fiscal 2025 The following table sets forth information with respect to plan-based annual incentive award opportunities, performance shares and restricted stock units granted to the named executive officers during fiscal 2025.

  140. Grants of Plan-Based Awards in Fiscal 2025

    | NAME | NOTE | GRANT DATE | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(1) | | | | | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | David P. Bauer | (2) | 12/5/24 | 422,944 | 1,368,750 | 2,000,000 | | | | | | | | (3) | 12/5/24 | | | | 11,711 | 23,422 | 46,844 | | 1,322,240 | | | (4) | 12/5/24 | | | | 11,711 | 23,422 | 46,844 | | 1,272,986 | | | (5) | 12/5/24 | | | | 1,495 | 2,990 | 5,980 | | 167,291 | | | (6) | 12/5/24 | | | | | | | 24,076 | 1,408,076 | | Timothy J. Silverstein | (2) | 12/5/24 | 123,662 | 400,200 | 643,922 | | | | | | | | (3) | 12/5/24 | | | | 2,002 | 4,004 | 8,008 | | 226,038 | | | (4) | 12/5/24 | | | | 2,002 | 4,004 | 8,008 | | 217,617 | | | (5) | 12/5/24 | | | | 256 | 511 | 1,022 | | 28,590 | | | (6) | 12/5/24 | | | | | | | 4,115 | 240,663 | | Justin I. Loweth | (2) | 12/5/24 | 173,593 | 686,138 | 1,134,185 | | | | | | | | (3) | 12/5/24 | | | | 5,965 | 11,929 | 23,858 | | 673,427 | | | (4) | 12/5/24 | | | | 5,965 | 11,929 | 23,858 | | 648,341 | | | (5) | 12/5/24 | | | | 762 | 1,523 | 3,046 | | 85,212 | | | (6) | 12/5/24 | | | | | | | 12,262 | 717,138 | | Joseph N. Del Vecchio | (3) | 12/5/24 | | | | 1,634 | 3,268 | 6,536 | | 184,488 | | | (4) | 12/5/24 | | | | 1,634 | 3,268 | 6,536 | | 177,616 | | | (5) | 12/5/24 | | | | 209 | 417 | 834 | | 23,331 | | | (6) | 12/5/24 | | | | | | | 3,359 | 196,448 | | Martin A. Krebs | (2) | 12/5/24 | 56,430 | 235,125 | 268,043 | | | | | | | | (3) | 12/5/24 | | | | 1,040 | 2,079 | 4,158 | | 117,365 | | | (4) | 12/5/24 | | | | 1,040 | 2,079 | 4,158 | | 112,994 | | | (5) | 12/5/24 | | | | 133 | 265 | 530 | | 14,827 | | | (6) | 12/5/24 | | | | | | | 2,137 | 124,980 | | Ronald C. Kraemer | (2) | 12/5/24 | 260,719 | 843,750 | 1,357,594 | | | | | | | | (3) | 12/5/24 | | | | 10,849 | 21,698 | 43,396 | | 1,224,915 | | | (4) | 12/5/24 | | | | 10,849 | 21,698 | 43,396 | | 1,179,286 | | | (5) | 12/5/24 | | | | 904 | 1,808 | 3,616 | | 101,158 | | Donna L. DeCarolis | (2) | 12/5/24 | 179,599 | 573,800 | 925,539 | | | | | | | | (3) | 12/5/24 | | | | 4,236 | 8,471 | 16,942 | | 478,212 | | | (4) | 12/5/24 | | | | 4,236 | 8,471 | 16,942 | | 460,399 | | | (5) | 12/5/24 | | | | 353 | 706 | 1,412 | | 39,501 |

  141. Grants of Plan-Based Awards in Fiscal 2025

    | (1) The equity award values reflect the fair value of performance shares and, where applicable, RSUs at the date of grant, computed in accordance with FASB ASC Topic 718. For performance shares, values are based on the probable outcome of the applicable performance condition. Refer to Note A under the heading “Stock-Based Compensation” and Note H under the heading “Stock Award Plans” in the Company’s financial statements in its 2025 Form 10-K. |

  142. Grants of Plan-Based Awards in Fiscal 2025

    | (2) This row represents the annual cash incentive opportunity set in fiscal 2025. Each of the named executive officers other than Mr. Del Vecchio and Mr. Krebs participated in the AARCIP. Mr. Del Vecchio’s annual cash incentive opportunity was set prior to the time he was designated an executive officer. His target opportunity was set by the CEO as a general guide, with his payment amount to be determined at the discretion of the CEO. Mr. Krebs participated in the EACIP. The annual cash incentive amounts earned by the named executive officers who participated in the AARCIP or EACIP are set forth in the Fiscal 2025 Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column, provided that the amount of Mr. Krebs’ payment determined by CEO discretion under the EACIP is reflected in the “Bonus” column. The amount earned by Mr. Del Vecchio, who did not participate in the AARCIP or EACIP, is set forth in the “Bonus” column. Please refer to the Compensation Discussion and Analysis for additional information about applicable performance conditions. |

  143. Grants of Plan-Based Awards in Fiscal 2025

    | National Fuel Gas Company | 2026 PROXY STATEMENT | 61 |

  144. Grants of Plan-Based Awards in Fiscal 2025

    | (3) ROC performance shares granted to named executive officers on December 5, 2024 generally vest after completion of a three-year performance cycle (October 1, 2024 through September 30, 2027), subject to the achievement of a performance condition tied to relative total return on capital. Please refer to the narrative disclosure under the “Long-Term Incentive Compensation” section within this proxy statement for additional information on the performance condition and vesting terms. |

  145. Grants of Plan-Based Awards in Fiscal 2025

    | (4) TSR performance shares granted to named executive officers on December 5, 2024 generally vest after completion of a three-year performance cycle (October 1, 2024 through September 30, 2027), subject to the achievement of a performance condition tied to relative total shareholder return. Please refer to the narrative disclosure under the “Long-Term Incentive Compensation” section within this proxy statement for additional information on the performance condition and vesting terms. |

  146. Grants of Plan-Based Awards in Fiscal 2025

    | (5) Emissions reduction performance shares granted to named executive officers on December 5, 2024 generally vest after completion of a three-year performance cycle (January 1, 2025 through December 31, 2027), subject to the achievement of a performance condition tied to reductions in GHG emissions and methane intensity levels. Please refer to the narrative disclosure under the “Long-Term Incentive Compensation” section within this proxy statement for additional information on the performance condition and vesting terms. |

  147. Grants of Plan-Based Awards in Fiscal 2025

    | (6) RSUs granted to named executive officers on December 5, 2024 generally vest in one-third increments on the first three anniversaries of the date of grant, subject to continued employment with the Company. Please refer to the narrative disclosure under the “Fiscal 2025 Potential Payments Upon Termination or Change in Control” section within this proxy statement for additional information regarding vesting terms. |

  148. Grants of Plan-Based Awards in Fiscal 2025

    | 62 | National Fuel Gas Company | 2026 PROXY STATEMENT |

  149. Outstanding Equity Awards at Fiscal 2025 Year-End

    Outstanding Equity Awards at Fiscal 2025 Year-End The following table sets forth, on an award-by-award basis for each of the named executive officers, the number and market value of outstanding equity awards (performance shares and RSUs) as of September 30, 2025.

  150. Outstanding Equity Awards at Fiscal 2025 Year-End

    | | | STOCK AWARDS | | | | | NAME | GRANT DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(1) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(2) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(2) | | David P. Bauer | 12/1/22(3) | | | 19,924 | 1,840,380 | | | 12/1/22(4) | | | 39,848 | 3,680,760 | | | 12/1/22(5) | | | 1,272 | 117,495 | | | 12/1/22(6) | 6,845 | 632,273 | | | | | 12/6/23(3) | | | 56,982 | 5,263,427 | | | 12/6/23(4) | | | 56,982 | 5,263,427 | | | 12/6/23(5) | | | 1,819 | 168,021 | | | 12/6/23(6) | 19,374 | 1,789,576 | | | | | 12/5/24(3) | | | 46,844 | 4,326,980 | | | 12/5/24(4) | | | 46,844 | 4,326,980 | | | 12/5/24(5) | | | 1,495 | 138,093 | | | 12/5/24(6) | 24,076 | 2,223,900 | | | | Timothy J. Silverstein | 12/1/22(3) | | | 844 | 77,960 | | | 12/1/22(4) | | | 1,688 | 155,921 | | | 12/1/22(5) | | | 54 | 4,988 | | | 12/1/22(6) | 290 | 26,787 | | | | | 12/6/23(3) | | | 8,288 | 765,563 | | | 12/6/23(4) | | | 8,288 | 765,563 | | | 12/6/23(5) | | | 265 | 24,478 | | | 12/6/23(6) | 2,818 | 260,299 | | | | | 12/6/23(7) | | | 7,038 | 650,100 | | | 12/6/23(8) | | | 7,038 | 650,100 | | | 12/6/23(9) | | | 7,038 | 650,100 | | | 12/6/23(10) | | | 7,038 | 650,100 | | | 12/6/23(11) | 14,074 | 1,300,015 | | | | | 12/5/24(3) | | | 8,008 | 739,699 | | | 12/5/24(4) | | | 8,008 | 739,699 | | | 12/5/24(5) | | | 256 | 23,647 | | | 12/5/24(6) | 4,115 | 380,103 | | |

  151. Outstanding Equity Awards at Fiscal 2025 Year-End

    | National Fuel Gas Company | 2026 PROXY STATEMENT | 63 |

  152. Outstanding Equity Awards at Fiscal 2025 Year-End

    | | | STOCK AWARDS | | | | | NAME | GRANT DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(1) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(2) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(2) | | Justin I. Loweth | 12/1/22(3) | | | 10,904 | 1,007,202 | | | 12/1/22(4) | | | 21,808 | 2,014,405 | | | 12/1/22(5) | | | 696 | 64,290 | | | 12/1/22(6) | 3,747 | 346,110 | | | | | 12/6/23(3) | | | 29,144 | 2,692,031 | | | 12/6/23(4) | | | 29,144 | 2,692,031 | | | 12/6/23(5) | | | 930 | 85,904 | | | 12/6/23(6) | 9,910 | 915,387 | | | | | 12/6/23(7) | | | 21,112 | 1,950,115 | | | 12/6/23(8) | | | 21,112 | 1,950,115 | | | 12/6/23(9) | | | 21,112 | 1,950,115 | | | 12/6/23(10) | | | 21,112 | 1,950,115 | | | 12/6/23(11) | 42,222 | 3,900,046 | | | | | 12/5/24(3) | | | 23,858 | 2,303,763 | | | 12/5/24(4) | | | 23,858 | 2,303,763 | | | 12/5/24(5) | | | 762 | 70,386 | | | 12/5/24(6) | 12,262 | 1,132,641 | | | | Joseph N. Del Vecchio | 12/1/22(3) | | | 1,736 | 160,354 | | | 12/1/22(4) | | | 3,472 | 320,709 | | | 12/1/22(5) | | | 111 | 10,253 | | | 12/1/22(6) | 597 | 55,145 | | | | | 12/6/23(3) | | | 4,636 | 428,227 | | | 12/6/23(4) | | | 4,636 | 428,227 | | | 12/6/23(5) | | | 148 | 13,671 | | | 12/6/23(6) | 1,577 | 145,667 | | | | | 12/5/24(3) | | | 6,536 | 603,730 | | | 12/5/24(4) | | | 6,536 | 603,730 | | | 12/5/24(5) | | | 209 | 19,305 | | | 12/5/24(6) | 3,359 | 310,271 | | |

  153. Outstanding Equity Awards at Fiscal 2025 Year-End

    | 64 | National Fuel Gas Company | 2026 PROXY STATEMENT |

  154. Outstanding Equity Awards at Fiscal 2025 Year-End

    | | | STOCK AWARDS | | | | | NAME | GRANT DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(1) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(2) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(2) | | Martin A. Krebs | 12/1/22(3) | | | 1,874 | 173,101 | | | 12/1/22(4) | | | 3,748 | 346,203 | | | 12/1/22(5) | | | 120 | 11,084 | | | 12/1/22(6) | 644 | 59,486 | | | | | 12/6/23(3) | | | 5,004 | 462,219 | | | 12/6/23(4) | | | 5,004 | 462,219 | | | 12/6/23(5) | | | 160 | 14,779 | | | 12/6/23(6) | 1,702 | 157,214 | | | | | 12/5/24(3) | | | 4,158 | 384,074 | | | 12/5/24(4) | | | 4,158 | 384,074 | | | 12/5/24(5) | | | 133 | 12,285 | | | 12/5/24(6) | 2,137 | 197,395 | | | | Ronald C. Kraemer(12) | 12/1/22(3) | | | 14,142 | 1,306,297 | | | 12/1/22(4) | | | 28,284 | 2,612,593 | | | 12/1/22(5) | | | 526 | 48,587 | | | 12/6/23(3) | | | 23,274 | 2,149,819 | | | 12/6/23(4) | | | 23,274 | 2,149,819 | | | 12/6/23(5) | | | 394 | 36,394 | | | 12/5/24(3) | | | 4,874 | 450,211 | | | 12/5/24(4) | | | 4,874 | 450,211 | | | 12/5/24(5) | | | 26 | 2,402 | | Donna L. DeCarolis(12) | 12/1/22(3) | | | 7,089 | 654,811 | | | 12/1/22(4) | | | 14,178 | 1,309,622 | | | 12/1/22(5) | | | 268 | 24,755 | | | 12/6/23(3) | | | 12,060 | 1,113,982 | | | 12/6/23(4) | | | 12,060 | 1,113,982 | | | 12/6/23(5) | | | 215 | 19,860 | | | 12/5/24(3) | | | 4,222 | 389,986 | | | 12/5/24(4) | | | 4,222 | 389,986 | | | 12/5/24(5) | | | 58 | 5,357 |

  155. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (1) RSUs generally vest in one-third increments on the first, second and third anniversaries of the date of grant, except that the RSUs granted to Mr. Silverstein and Mr. Loweth on December 6, 2023 as special retention awards generally vest in one-fifth increments on the sixth through tenth anniversaries of the date of grant. The market value represents the number of unvested RSUs multiplied by the closing market price ($92.37) of the Common Stock as of September 30, 2025. |

  156. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (2) The ROC performance shares and TSR performance shares awarded on December 1, 2022, December 6, 2023 and December 5, 2024 (other than those granted on December 6, 2023 as special retention awards) generally vest after completion of a three-year performance cycle ending September 30, 2025, September 30, 2026 and September 30, 2027, respectively, subject to the achievement of a performance condition based on relative ROC or relative TSR. The emissions reduction performance shares awarded on December 1, 2022, December 6, 2023 and December 5, 2024 generally vest after completion of a three-year performance cycle ending December 31, 2025, December 31, 2026 and December 31, 2027, respectively, subject to the achievement of a performance condition based on reductions in GHG emissions and methane intensity levels. The ROC performance shares and TSR performance shares awarded on December 6, 2023 as special retention awards generally vest in one-fifth increments on the sixth through tenth anniversaries of the date of grant, subject to the achievement of a three-year or five-year performance condition (measured from the grant date) based on relative ROC or relative TSR. |

  157. Outstanding Equity Awards at Fiscal 2025 Year-End

    | National Fuel Gas Company | 2026 PROXY STATEMENT | 65 |

  158. Outstanding Equity Awards at Fiscal 2025 Year-End

    | Estimated performance through September 30, 2025 for the ROC performance shares awarded on December 1, 2022 was above threshold and below target. Accordingly, the estimated number of unearned ROC performance shares awarded on those dates is reported at the target amount of 100%. Estimated performance through September 30, 2025 for the ROC performance shares awarded on December 6, 2023 and December 5, 2024 was above target and below maximum. Accordingly, the estimated number of unearned ROC performance shares awarded on that date is reported at the maximum amount of 200%. |

  159. Outstanding Equity Awards at Fiscal 2025 Year-End

    | Estimated performance through September 30, 2025 for the TSR performance shares awarded on December 1, 2022, December 6, 2023 and December 5, 2024 was above target and below maximum. Accordingly, the estimated number of unearned TSR performance shares awarded on those dates is reported at the maximum amount of 200%. |

  160. Outstanding Equity Awards at Fiscal 2025 Year-End

    | Estimated performance through December 31, 2024 (the most recent completed year for which information is available within the three-year performance cycle) for the emissions reduction performance shares awarded on December 1, 2022 and December 6, 2023 was at threshold. Accordingly, the estimated number of unearned emissions reduction performance shares awarded on those dates is reported at the threshold amount of 50%. The estimated number of unearned emissions reduction performance shares awarded on December 5, 2024 is reported at the threshold amount of 50%, as performance data is not yet available for calendar year 2025, the first year of the three-year performance cycle. |

  161. Outstanding Equity Awards at Fiscal 2025 Year-End

    | As explained in the CD&A, actual performance over the full three-year performance cycle could result in a performance share payout lesser or greater than 100%. The market value of the unearned performance shares represents the estimated number of shares set forth in the table multiplied by the closing market price of the Common Stock as of September 30, 2025 ($92.37). Please refer to the narrative disclosure under the “Long-Term Incentive Compensation” section within this proxy statement for additional information on the performance conditions and vesting terms. |

  162. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (3) ROC performance shares (other than those granted as special retention award). |

  163. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (4) TSR performance shares (other than those granted as special retention award). |

  164. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (5) Emissions reduction performance shares. |

  165. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (6) RSUs (other than those granted as special retention award). |

  166. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (7) ROC performance shares with three-year performance cycle and ten-year vesting period, granted as special retention award. |

  167. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (8) ROC performance shares with five-year performance cycle and ten-year vesting period, granted as special retention award. |

  168. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (9) TSR performance shares with three-year performance cycle and ten-year vesting period, granted as special retention award. |

  169. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (10) TSR performance shares with five-year performance cycle and ten-year vesting period, granted as special retention award. |

  170. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (11) RSUs with ten-year vesting period, granted as special retention award. |

  171. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (12) Please refer to the narrative disclosure under the “Fiscal 2025 Potential Payments Upon Termination or Change in Control” section within this proxy statement for additional information regarding the treatment of equity awards upon retirement. |

  172. Option Exercises and Stock Vested in Fiscal 2025

    Option Exercises and Stock Vested in Fiscal 2025 The following table sets forth, as to each named executive officer, information with respect to RSUs and performance shares vested during the fiscal year, including any amounts deferred at the named executive officer’s election pursuant to the terms of the DCP.

  173. Option Exercises and Stock Vested in Fiscal 2025

    | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(1) | | David P. Bauer | 47,632 | 3,096,035 | | Timothy J. Silverstein | 3,397 | 216,149 | | Justin I. Loweth | 23,641 | 1,535,188 | | Joseph N. Del Vecchio | 4,193 | 272,888 | | Martin A. Krebs | 4,700 | 306,084 | | Ronald C. Kraemer | 19,598 | 1,289,329 | | Donna L. DeCarolis | 9,200 | 605,248 |

  174. Option Exercises and Stock Vested in Fiscal 2025

    | (1) Represents the fair market value of the Common Stock on the vest date multiplied by the number of RSUs or performance shares that vested. Mr. Bauer, Mr. Del Vecchio and Mr. Krebs each deferred the full amount of their vested shares, pursuant to the DCP. The terms of the DCP are described above under “Director Compensation.” |

  175. Option Exercises and Stock Vested in Fiscal 2025

    | 66 | National Fuel Gas Company | 2026 PROXY STATEMENT |

  176. Fiscal 2025 Pension Benefits

    Fiscal 2025 Pension Benefits The following table sets forth information with respect to the pension benefits as of September 30, 2025 of each of the named executive officers. The Company sponsors a non-qualified executive retirement plan and a qualified retirement plan, and also provides a retirement-related benefit under a non-qualified tophat plan. The named executive officers participate in these benefits to the extent indicated below.

  177. Fiscal 2025 Pension Benefits

    | NAME | PLAN NAME | NUMBER OF YEARS CREDITED SERVICE (#)(1) | PRESENT VALUE OF ACCUMULATED BENEFIT ($)(1) | PAYMENTS DURING LAST FISCAL YEAR ($) | | David P. Bauer | Executive Retirement Plan | — | — | — | | | Retirement Plan | 23 | 1,207,847 | 0 | | | Retirement-Related Tophat | 23 | 7,732,333 | 0 | | Timothy J. Silverstein | Executive Retirement Plan | — | — | — | | | Retirement Plan | — | — | — | | | Retirement-Related Tophat | — | — | — | | Justin I. Loweth | Executive Retirement Plan | — | — | — | | | Retirement Plan | — | — | — | | | Retirement-Related Tophat | — | — | — | | Joseph N. Del Vecchio | Executive Retirement Plan | — | — | — | | | Retirement Plan | 27 | 1,584,597 | 0 | | | Retirement-Related Tophat | 27 | 1,378,403 | 0 | | Martin A. Krebs | Executive Retirement Plan | — | — | — | | | Retirement Plan | — | — | — | | | Retirement-Related Tophat | — | — | — | | Ronald C. Kraemer | Executive Retirement Plan | 40 | 7,335,100 | 2,720,451 | | | Retirement Plan | 40 | 2,001,770 | 124,400 | | | Retirement-Related Tophat | — | — | — | | Donna L. DeCarolis | Executive Retirement Plan | 40 | 8,206,202 | 0 | | | Retirement Plan | 40 | 2,310,220 | 46,650 | | | Retirement-Related Tophat | — | — | — |

  178. Fiscal 2025 Pension Benefits

    | (1) For actuarial assumptions, please refer to Note K, Retirement Plan and Other Post-Retirement Benefits, to the Company’s 2025 Form 10-K. The Executive Retirement Plan recognizes participants’ first year of service, but the National Fuel Gas Company Retirement Plan excludes the first year. Benefit service under each plan is capped at 40 years. Mr. Kraemer had 46 years of service as of his retirement on February 1, 2025, and Ms. DeCarolis had 42 years of service as of her retirement on July 1, 2025. |

  179. Fiscal 2025 Pension Benefits

    Retirement Plan The National Fuel Gas Company Retirement Plan (the “Retirement Plan”) is a tax-qualified defined benefit plan. The base benefit under the Retirement Plan is a life annuity that is calculated by multiplying the employee’s final average pay by 1.5% and then multiplying such product by the employee’s years of credited service up to a maximum of 40 years. Final average pay is the average of the participant’s total pay during the five consecutive years of highest pay from the last ten years of participation. Total pay only includes base salary, certain lump sum payments, and annual AARCIP and EACIP payments. Credited service is the period that an employee is a participant in the Retirement Plan and receives pay from the Company or one of its participating subsidiaries. The Retirement Plan provides unreduced retirement benefits at or after age 65, or, for participants with at least ten years of service, at or after age 60. Participants may otherwise retire with no reduction in their accrued benefit on or after the date on which the sum of their age plus years of service equals ninety (“rule of 90”). Participants who are at least age 55 with 10 years of service and who do not meet the rule of 90 are eligible for and may commence early retirement with a benefit reduction of 0.4167% per whole month prior to age 60. The Retirement Plan does not permit the granting of extra years of credited service to the participants. The retirement benefit is available as a single life annuity or in various other annuity forms, including joint and survivor and term-certain annuities. All are calculated on an actuarially equivalent basis using a 6% interest rate and the RP-2014 Mortality Table for healthy annuitants blended 50% male and 50% female.

  180. Fiscal 2025 Pension Benefits

    | National Fuel Gas Company | 2026 PROXY STATEMENT | 67 |

  181. Fiscal 2025 Pension Benefits

    Mr. Bauer and Mr. Del Vecchio are eligible for a reduced benefit under the Retirement Plan. Mr. Silverstein, Mr. Loweth and Mr. Krebs are not participants in the Retirement Plan. Executive Retirement Plan The National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan (the “ERP”) is a non-qualified defined benefit plan. Although the CEO of the Company is authorized to designate participants in the ERP, no such designation has occurred since 2001. The ERP provides a two-part benefit: a tophat benefit and a supplemental benefit. The tophat benefit makes an ERP participant whole for any reduction in the regular pension he or she receives under the Retirement Plan resulting from Internal Revenue Code limitations. The supplemental benefit provides an additional retirement benefit to the Retirement Plan. Participants in the Retirement Plan who are not designated to participate in the ERP will receive a retirement-related tophat benefit under a separate Tophat Plan (discussed below under “Fiscal 2025 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans”), if appropriate based on the Internal Revenue Code limitations. The tophat benefit under the ERP vests in the same manner and subject to the same service requirements that apply to the Retirement Plan. The supplemental benefit under the ERP vests at age 55 and completion of five years of credited service. An ERP participant who vests in the tophat benefit, but does not vest in the supplemental benefit, receives only a tophat benefit. An ERP participant who is vested in both the tophat benefit and the supplemental benefit and who terminates service with the Company before age 65 receives the tophat benefit and a portion of the supplemental benefit that is based upon the participant’s age and years of credited service. For the ERP, credited service is the number of years the participant has been employed by the Company or one of its participating subsidiaries, not to exceed 40 years. The tophat benefit is stated as a life annuity that is calculated as the difference between (a) the benefit the ERP participant would have received under the Retirement Plan but for the limitations imposed by the Internal Revenue Code, and (b) the base benefit the participant receives under the Retirement Plan. Assuming retirement at age 65, the supplemental benefit is stated as a life annuity that is calculated using the following formula: (a) 1.97% of final average pay for each year of service not in excess of 30 years; plus (b) 1.32% of final average pay for each of the next 10 years of service that are in excess of 30 (but not to exceed 10); minus (c) 1.25% of an assumed Social Security benefit (calculated as if the participant had no future wages) for each year of service not in excess of 40 years; minus (d) the participant’s base benefit under the Retirement Plan; minus (e) the participant’s tophat benefit. Final average pay under the ERP is the same as under the Retirement Plan, but without the compensation limitations imposed by the Internal Revenue Code. If a participant retires on or after age 62, but before age 65, the supplemental benefit is reduced by 1/2 of 1% for each whole month prior to age 65. If a participant retires before age 62, the supplemental benefit is further reduced by 1% for each whole month between age 55 years and 2 months and age 62. Furthermore, the member’s supplemental benefit shall be increased by .125% for each whole calendar month by which a member’s years of service exceed 30, subject to a maximum of 40 years. The normal form of benefit under the ERP is a four-year period certain annuity that is actuarially equivalent to the lump-sum present value (calculated using the most recently published mortality table that is generally accepted by American actuaries and reasonably applicable to the ERP, and a six percent discount rate) of the sum of the participant’s tophat benefit and supplemental benefit (if the participant is vested therein). Other available forms of payment include single life, ten-year period certain and life, and joint and survivor annuities.

  182. Fiscal 2025 Pension Benefits

    | 68 | National Fuel Gas Company | 2026 PROXY STATEMENT |

  183. Fiscal 2025 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    Fiscal 2025 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans The Company maintains a non-qualified tophat plan (the “Tophat Plan”) that provides restoration of benefits lost under the Retirement Plan (see Fiscal 2025 Pension Benefits) and/or the Tax-Deferred Savings Plan (the 401(k) plan) due to the effect of Internal Revenue Code limits. See notes (b) and (c) under the All Other Compensation table that follows the Fiscal 2025 Summary Compensation Table. The Company pays the 401(k) tophat benefit and the RSA tophat benefit under the Tophat Plan no later than March 15 of the calendar year following the year in which the benefits were earned. The Company also maintains the DCP for directors and officers, as described above under “Director Compensation.” The following table reflects the contributions, earnings or loss, distributions and total balance of the 401(k) and RSA benefits under the Tophat Plan and, if applicable, the DCP:

  184. Fiscal 2025 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    | | | FISCAL 2025 NONQUALIFIED DEFERRED COMPENSATION | | | | | | NAME | | EXECUTIVE CONTRIBUTIONS IN LAST FY ($)(1) | REGISTRANT CONTRIBUTIONS IN LAST FY ($)(1) | AGGREGATE EARNINGS (LOSS) IN LAST FY ($)(2) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($)(3) | AGGREGATE BALANCE AT LAST FYE ($)(4) | | David P. Bauer | Tophat | 0 | 175,148 | 0 | 132,816 | 164,123 | | | DCP | 2,986,055 | 0 | 6,933,338 | 0 | 19,766,449 | | Timothy J. Silverstein | Tophat | 0 | 78,682 | 0 | 44,537 | 76,657 | | Justin I. Loweth | Tophat | 0 | 80,165 | 0 | 65,171 | 71,315 | | Joseph N. Del Vecchio | Tophat | 0 | 40,703 | 0 | 18,120 | 39,623 | | | DCP | 263,047 | 0 | 445,129 | 0 | 1,285,080 | | Martin A. Krebs | Tophat | 0 | 47,914 | 0 | 31,770 | 45,552 | | | DCP | 400,134 | 0 | 636,548 | 0 | 2,162,689 | | Ronald C. Kraemer | Tophat | 0 | 33,131 | 0 | 82,231 | 25,931 | | | DCP | 51,562 | 0 | 1,613,428 | 0 | 5,087,293 | | Donna L. DeCarolis | Tophat | 0 | 51,421 | 0 | 56,920 | 46,186 | | | DCP | 85,760 | 0 | 22,900 | 0 | 454,031 |

  185. Fiscal 2025 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    | (1) The following amounts reported in the Executive Contributions column are also included in amounts reported in the Salary column of the Fiscal 2025 Summary Compensation Table: Mr. Krebs, $94,050; Mr. Kraemer, $51,562; Ms. DeCarolis, $85,760. All amounts reported in the Registrant Contributions column are also included in amounts reported in the All Other Compensation column of the Fiscal 2025 Summary Compensation Table; refer to notes (b) and (c) to the All Other Compensation table. |

  186. Fiscal 2025 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    | (2) This column represents the net earnings during the fiscal year for the DCP. The earnings include above-market earnings associated with Moody’s Average Corporate Bond Yield of $388 for Mr. Krebs, $721 for Mr. Kraemer, and $478 for Ms. DeCarolis, which amounts are reflected in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Fiscal 2025 Summary Compensation Table. |

  187. Fiscal 2025 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    | (3) This column includes the distribution, in January 2025, of the 401(k) and RSA benefits under the Tophat Plan for the calendar year ended December 31, 2024. No withdrawals or distributions were made with respect to the DCP. |

  188. Fiscal 2025 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    | (4) This column includes the balance of the 401(k) and RSA benefits under the Tophat Plan and, as applicable, the balance of the DCP. The amounts in this column previously reported as compensation to the named executive officers in the Summary Compensation Table for previous years relate to the DCP, as follows: Mr. Bauer, $9,806,976; Mr. Kraemer, $1,464,207; and Ms. DeCarolis, $321,759. |

  189. Fiscal 2025 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    | National Fuel Gas Company | 2026 PROXY STATEMENT | 69 |

  190. Fiscal 2025 Potential Payments Upon Termination or Change in Control

    Fiscal 2025 Potential Payments Upon Termination or Change in Control The information below describes and quantifies certain compensation that would become payable under existing plans and arrangements if the named executive officers’ employment (except in the case of Mr. Kraemer and Ms. DeCarolis) had terminated on September 30, 2025 (the last business day of the Company’s fiscal year), assuming each named executive officer’s compensation and service levels as of that date and, if applicable, based on the closing price of the Common Stock on that date ($92.37 per share). These benefits are in addition to benefits available generally to most salaried employees. Due to the number of factors that affect the nature and amount of any benefit provided upon the events discussed below, any actual amounts paid or distributed in the future may be different from the amounts contained in the following tables. Factors that could affect these amounts include the timing during the year of any such event, the market value of the Common Stock and the named executive officer’s age.

  191. Employment Continuation and Noncompetition Agreement

    Employment Continuation and Noncompetition Agreement Pursuant to each named executive officer’s Employment Continuation and Noncompetition Agreement with the Company, if there is a change in control, and the named executive officer remains employed thereafter, the named executive officer’s annual salary and employee benefits are preserved for at least three years at the levels then in effect. The agreement also provides for a severance benefit and the continuation of health, welfare and fringe benefits, as described below. Severance Benefit — In the event of termination of a named executive officer within three years of a change in control without cause or by the named executive officer for good reason, the named executive officer is entitled to a single lump sum cash payment equal to 1.99 times the sum of the named executive officer’s annual base salary and the average of the annual cash incentive payments for the previous two fiscal years. The 1.99 multiplier is reduced on a pro-rata basis if termination occurs between age 62 and age 65, at which point no amount is payable. The named executive officers are also entitled to their base salary through the date of termination and to any vested benefits under the employee benefit plans, including any compensation previously deferred and not yet paid and any amounts payable pursuant to any agreement with the named executive officer. The following table represents the estimated severance benefit payable as a lump sum payment.

  192. Employment Continuation and Noncompetition Agreement

    | NAME | PAYMENT ($) | NAME | PAYMENT ($) | | David P. Bauer | 4,979,677 | Joseph N. Del Vecchio | 1,491,505 | | Timothy J. Silverstein | 1,646,102 | Martin A. Krebs | 1,437,775 | | Justin I. Loweth | 2,869,311 | | |

  193. Employment Continuation and Noncompetition Agreement

    “Cause” means the named executive’s gross misconduct, fraud or dishonesty, which has resulted or is likely to result in material economic damage to the Company or its subsidiaries as determined in good faith by a vote of at least two-thirds of the non-employee directors of the Company at a meeting of the Board. “Change in control” generally occurs when: (a) any person (as such term is used in Section 13(d) of the 1934 Act) is the beneficial owner, directly or indirectly, of 20% or more of the outstanding stock of the Company; (b) a consolidation or merger occurs and the persons who, immediately prior to the consolidation or merger, held the capital stock of the Company do not hold, immediately following, (i) the same proportionate ownership of common stock of the surviving corporation (where the Company is not the surviving corporation), or (ii) at least a majority of the common stock of the Company (where the Company is the surviving corporation); (c) there is any sale, lease, exchange or other transfer of all or substantially all the assets of the Company; or (d) there is a change in the majority of the members of the Board of Directors of the Company within a 24-month period, unless the election or nomination for election by the Company’s stockholders of each new director was approved by the vote of at least two-thirds of the directors then still in office who were in office at the beginning of the 24-month period. However, Mr. Loweth’s agreement provides, in place of the above, that a change in control occurs if the Company ceases to own more than 50% ownership of Seneca, or if the Company sells, leases, exchanges or otherwise transfers all or substantially all the assets of Seneca. “Good reason” means there is a material diminution in the named executive officer’s responsibilities, base compensation or budget, or in the responsibilities of the person to whom the named executive officer is required to report. “Good reason” also means a requirement that the named executive officer relocate to an office outside the United States or more than 30 miles from the location at which the executive performed his services immediately prior to the change in control, or any other

  194. Employment Continuation and Noncompetition Agreement

    | 72 | National Fuel Gas Company | 2026 PROXY STATEMENT |

  195. Employment Continuation and Noncompetition Agreement

    action or inaction that constitutes a material breach by the Company of the agreement. The Company has a period of 30 days to cure any acts which would otherwise give the executive the right to terminate his employment for good reason. Continuation of Health, Welfare and Fringe Benefits — In addition to the severance payment, named executive officers who have not reached age 65 will be entitled to continued participation in the Company’s employee and executive health, welfare and fringe benefit plans and arrangements, excluding any vacation benefits, for eighteen months following termination (or, in the case of Mr. Loweth, until the end of the second calendar year following termination for purposes of any non-health-related benefit) or until the named executive officer becomes eligible for comparable benefits at a subsequent employer. The estimated value of the continuation of health benefits due to a qualifying termination of employment of an eligible named executive officer following a change in control is $58,388 for family coverage. This amount was based on 18 months of COBRA rates for the medical, drug and dental benefits. Each of the named executive officers eligible as of September 30, 2025 for the continuation of benefits under the Employment Continuation and Noncompetition Agreement participated in fiscal 2025 in an arrangement providing for an allowance related to tax preparation and financial planning, and Mr. Bauer, Mr. Del Vecchio and Mr. Krebs received a payment for life insurance under the Executive Life Insurance Plan. The estimated value of the continuation of these benefits at the same rates for eighteen months is as follows: Mr. Bauer, $25,725; Mr. Silverstein, $5,958; Mr. Loweth, $14,164; Mr. Del Vecchio, $25,500; and Mr. Krebs, $20,858. The Employment Continuation and Noncompetition Agreements also provide as follows: Retirement — Except for Mr. Loweth, if the named executive officer is at least 52 years old at the date of termination, the named executive officer will be deemed to have earned and be vested in the retirement benefits that are payable to the named executive officer under the Company retirement plans. Termination for Cause or the Executive Voluntarily Terminates — If the named executive officer’s employment is terminated for cause, death, disability, or the named executive officer voluntarily terminates his or her employment other than for good reason, the named executive officer will not be entitled to the severance benefit discussed above. The named executive officer (or his or her beneficiary) will be entitled to his or her base salary through the date of termination and to any vested benefits under the employee benefit plans, including any compensation previously deferred and not yet paid and any amounts payable pursuant to any agreement between the named executive officer and the Company. The named executive officer will also be entitled to any other benefits provided in the Company’s plans for death or disability. Non-competition — Unless the named executive officer has elected not to be bound by the non-compete provisions of the agreement, the Company will make a lump sum payment within 30 days following the named executive officer’s date of termination equal to one times the sum of (i) the named executive officer’s annual base salary and (ii) the average of the annual cash incentive payments for the previous two fiscal years. The non-compete payment will not be paid to the named executive officer if his or her employment is terminated by reason of death, disability, cause, or retirement. Under the non-compete provisions of the agreement, the named executive officer may not, during the one year period following termination, directly or indirectly engage in, become employed by, serve as an agent or consultant to, or become a partner, principal or stockholder (other than a holder of less than 1% of the outstanding voting shares of any publicly held company) of any business or entity that is engaged in any activity which is competitive with the business of the Company or its subsidiaries or affiliates in any geographic area in which the Company or its subsidiaries are engaged in competitive business. The following table represents the estimated non-compete payment payable upon termination following a change in control as compensation for the covenant not to compete for all forms of termination except for death, disability, cause or retirement.

  196. Employment Continuation and Noncompetition Agreement

    | NAME | PAYMENT ($) | NAME | PAYMENT ($) | | David P. Bauer | 2,502,350 | Joseph N. Del Vecchio | 749,500 | | Timothy J. Silverstein | 827,187 | Martin A. Krebs | 722,500 | | Justin I. Loweth | 1,441,865 | | |

  197. National Fuel Gas Company Deferred Compensation Plan for Directors and Officers

    National Fuel Gas Company Deferred Compensation Plan for Directors and Officers Payment of benefits to a named executive officer who participates in the DCP commences in January of the year following separation from service or, if later, in the seventh month following separation from service. Upon enrollment in the DCP, participants elect to receive payments in a lump sum or in five, ten or fifteen annual installments.

  198. National Fuel Gas Company Deferred Compensation Plan for Directors and Officers

    | National Fuel Gas Company | 2026 PROXY STATEMENT | 73 |

  199. National Fuel Gas Company Deferred Compensation Plan for Directors and Officers

    The following table gives the estimated value of benefits payable under the DCP as of September 30, 2025.

  200. National Fuel Gas Company Deferred Compensation Plan for Directors and Officers

    | NAME | PAYMENT ($) | | David P. Bauer | 19,766,449 | | Joseph N. Del Vecchio | 1,285,080 | | Martin A. Krebs | 2,162,689 |

  201. Summary of Potential Payments Upon Termination or Change in Control

    Summary of Potential Payments Upon Termination or Change in Control The following table provides estimated values of benefits for each named executive officer if termination had occurred on September 30, 2025. The table excludes amounts earned by named executive officers and deferred under the DCP (for amounts payable under the DCP, see the table above under “National Fuel Gas Company Deferred Compensation Plan for Directors and Officers”). As disclosed in the table above under “National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan” the ERP benefit included in the following estimated values represents the first payment due upon termination.

  202. Summary of Potential Payments Upon Termination or Change in Control

    | | POTENTIAL PAYMENTS UPON TERMINATION OTHER THAN IN CONNECTION WITH A CHANGE IN CONTROL | | | | POTENTIAL PAYMENTS UPON TERMINATION FOLLOWING A CHANGE IN CONTROL | | | | EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION FOR: | VOLUNTARY TERMINATION ($) | RETIREMENT ($)(1) | DEATH ($) | DISABILITY ($) | COMPANY TERMINATES WITHOUT CAUSE AND/OR EXECUTIVE TERMINATES FOR GOOD REASON ($) | COMPANY TERMINATES FOR CAUSE ($) | EXECUTIVE TERMINATES VOLUNTARILY OTHER THAN FOR GOOD REASON ($) | | David P. Bauer | 33,750 | 164,123 | 13,922,481 | 13,922,481 | 26,494,490 | 2,536,100 | 7,181,942 | | Timothy J. Silverstein | 13,125 | N/A | 3,699,611 | 3,699,611 | 7,648,919 | 840,312 | 2,807,516 | | Justin I. Loweth | 28,500 | N/A | 13,242,558 | 13,242,558 | 22,000,725 | 1,470,365 | 7,764,549 | | Joseph N. Del Vecchio | 7,430 | 39,623 | 1,402,519 | 1,402,519 | 4,314,632 | 756,930 | 1,268,013 | | Martin A. Krebs | 9,525 | 45,552 | 1,285,566 | 1,285,566 | 3,967,684 | 732,025 | 1,146,120 |

  203. Summary of Potential Payments Upon Termination or Change in Control

    | (1) “Retirement” will be “N/A” if the named executive officer was not eligible to retire on September 30, 2025. In that case, the Company would have accrued benefits payable to the named executive officer; the accrued amounts are included in the other columns for the different types of terminations. |

  204. CEO Pay Ratio

    CEO Pay Ratio Pursuant to SEC rules, we are providing information about the relationship of the annual total compensation of Mr. Bauer, our President and Chief Executive Officer, and the median of the annual total compensation of all of our employees other than Mr. Bauer. We identified our median employee by examining fiscal 2025 base wages plus cash incentive payments of all individuals employed by us and our consolidated subsidiaries on September 30, 2025 (other than Mr. Bauer), whether full-time, part-time, or on a seasonal or temporary basis. We annualized wages and salaries for all permanent employees, as permitted by SEC rules. Once we identified our median employee, we added together all of the elements of that employee’s compensation for fiscal 2025 in the same way that we calculate the annual total compensation of our named executive officers in the Summary Compensation Table. For the fiscal year ended September 30, 2025:

  205. CEO Pay Ratio

    | • | the median of the annual total compensation of all employees of the Company other than the CEO was reasonably estimated to be $93,115; |

  206. CEO Pay Ratio

    | • | the annual total compensation of the CEO was $9,119,455; and |

  207. CEO Pay Ratio

    | • | based on this information, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all other employees is estimated to be 98 to 1. |

  208. CEO Pay Ratio

    | National Fuel Gas Company | 2026 PROXY STATEMENT | 75 |

  209. Pay Versus Performance

    Pay Versus Performance Pursuant to the SEC’s pay versus performance (“PVP”) disclosure rules, the following Pay Versus Performance table (“PVP Table”) provides SEC-required information about compensation for fiscal 2025 for this Proxy Statement’s named executive officers, as well as compensation for fiscal 2024, fiscal 2023, fiscal 2022 and fiscal 2021 for our named executive officers from our 2025, 2024, 2023 and 2022 Proxy Statements, respectively (each of fiscal 2021, 2022, 2023, 2024 and 2025, a “Covered Year”). We refer to all of the named executive officers covered in the PVP Table below, collectively, as the “PVP NEOs.” The PVP Table also provides information about the results for certain measures of financial performance during those same Covered Years. In reviewing this information, there are a few important things we believe you should consider:

  210. Pay Versus Performance

    | • | The information in columns (b) and (d) of the PVP Table comes directly from our Summary Compensation Tables for the relevant years, without adjustment; |

  211. Pay Versus Performance

    | • | As required by the SEC’s PVP rules, we label the information in columns (c) and (e) of the PVP Table as “compensation actually paid” (or “CAP”) to the applicable PVP NEOs. However, these CAP amounts do not necessarily reflect “take home pay” or the final compensation that our PVP NEOs actually earned or walked away with for their service in the Covered Years. Instead, the SEC’s concept of CAP reflects a combination of realized pay and realizable or accrued pay; and |

  212. Pay Versus Performance

    | • | As required by the SEC’s PVP rules, we provide information in the PVP Table below about our cumulative absolute TSR results, cumulative TSR results for two peer groups of companies identified in the PVP Table, and our U.S. GAAP net income results (the “External Measures”) during the Covered Years. We did not, however, actually base any compensation decisions for the PVP NEOs on, or link any PVP NEO pay to, these particular External Measures because the External Measures were not metrics used in our short-term or long-term incentive plans during the Covered Years. In particular, the index-based peer groups used for purposes of this PVP Table disclosure are different from the specific group of companies against which we evaluate relative TSR performance for our named executive officers for purposes of our TSR performance share awards, as described above in our Compensation Discussion and Analysis. As a result, we did not necessarily design our PVP NEO compensation to move in tandem with any improving, declining or steady achievement in these External Measures. |

  213. Pay Versus Performance

    | PAY VERSUS PERFORMANCE (1) | | | | | | | | | | | | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | | FISCAL YEAR (A) | SUMMARY COMPEN- SATION TABLE (“SCT”) TOTAL FOR PEO (B) | COMPEN- SATION ACTUALLY PAID TO PEO (C) (2) | AVERAGE SUMMARY COMPEN- SATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVE OFFICERS (D) | AVERAGE COMPEN- SATION ACTUALLY PAID TO NON-PEO NAMED EXECUTIVE OFFICERS (E) (2) | TOTAL SHARE- HOLDER RETURN (F) (3) | PEER GROUP 1 TOTAL SHARE- HOLDER RETURN (G1) (4) | Peer GROUP 2 TOTAL SHARE- HOLDER RETURN (G2) (4) | NET INCOME (H) (5) | CONSOLIDATED EBITDA (I) (6) | | 2025 | $9,119,455 | $19,197,325 | $2,514,426 | $4,832,951 | $272.37 | $172.94 | $402.60 | $518,504,000 | $1,413,000,000 | | 2024 | 8,653,166 | 8,185,870 | 4,579,239 | 4,652,752 | 173.96 | 136.41 | 401.91 | 77,513,000 | 1,186,000,000 | | 2023 | 7,770,302 | 4,659,358 | 3,023,805 | 1,497,002 | 143.57 | 113.66 | 422.57 | 476,866,000 | 1,163,000,000 | | 2022 | 6,478,426 | 9,320,539 | 3,156,151 | 3,441,188 | 164.41 | 125.85 | 358.76 | 566,021,000 | 1,227,000,000 | | 2021 | 6,951,639 | 8,840,334 | 2,995,046 | 2,157,712 | 136.37 | 123.18 | 240.01 | 363,647,000 | 996,000,000 |

  214. Pay Versus Performance

    | (1) David P. Bauer was our principal executive officer (“PEO”) for the full year for each of fiscal 2025, 2024, 2023, 2022 and 2021. For fiscal 2025, our non-PEO PVP NEOs are Timothy J. Silverstein, Justin I. Loweth, Joseph N. Del Vecchio, Martin A. Krebs, Ronald C. Kraemer, and Donna L. DeCarolis. For fiscal 2024, our non-PEO PVP NEOs were Timothy J. Silverstein, Ronald C. Kraemer, Justin I. Loweth, and Donna L. DeCarolis. For fiscal 2023, our non-PEO PVP NEOs were Karen M. Camiolo, Timothy J. Silverstein, Ronald C. Kraemer, Justin I. Loweth, and Donna L. DeCarolis. For fiscal 2022, our non-PEO PVP NEOs were Karen M. Camiolo, Ronald C. Kraemer, Justin I. Loweth, and Donna L. DeCarolis. For fiscal 2021, our non-PEO PVP NEOs were Karen M. Camiolo, Ronald C. Kraemer, Justin I. Loweth, Donna L. DeCarolis, John R. Pustulka, and John P. McGinnis. |

  215. Pay Versus Performance

    | 76 | National Fuel Gas Company | 2026 PROXY STATEMENT |

  216. Pay Versus Performance

    | (2) For fiscal 2025, in determining both the CAP to our PEO and the average CAP to our non-PEO PVP NEOs (“Other PVP NEOs”) for purposes of this PVP Table, we deducted from or added back to the total amounts of compensation reported in column (b) and column (d) for such Covered Year the following amounts: |

  217. Pay Versus Performance

    | | FY2025 | | FY2024 | | FY2023 | | FY2022 | | FY2021 | | | For David P. Bauer: | | | | | | | | | | | | SCT Total | | 9,119,455 | | 8,653,166 | | 7,770,302 | | 6,478,426 | | 6,951,639 | | - Covered Year change in actuarial present value of pension benefits | ($ | 1,450,376) | ($ | 1,819,723) | ($ | 1,244,524) | ($ | 53,382) | ($ | 955,805) | | + Covered Year service cost of pension benefits | | 467,470 | | 450,267 | | 488,376 | | 466,331 | | 505,031 | | - SCT “Stock Awards” column value for Covered Year | ($ | 4,170,593) | ($ | 4,097,448) | ($ | 3,999,543) | ($ | 3,657,593) | ($ | 3,476,073) | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | | 7,837,459 | | 5,197,723 | | 2,612,689 | | 3,804,384 | | 4,597,336 | | +/- change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted prior to Covered Year | | 7,168,375 | | 261,864 | ($ | 1,245,232) | | 1,767,718 | | 1,183,103 | | + vesting date fair value of equity awards granted and vested in Covered Year | | 0 | | 0 | | 0 | | 0 | | 0 | | +/- change as of the vesting date in fair value (from prior year-end to vest date) of equity awards granted prior to Covered Year that vested in Covered Year | | 225,535 | ($ | 459,979) | | 277,290 | | 514,655 | | 35,103 | | - prior year-end fair value of equity awards granted prior to Covered Year that were forfeited in Covered Year | ($ | 0) | ($ | 0) | ($ | 0) | ($ | 0) | ($ | 0) | | Compensation Actually Paid | | 19,197,325 | | 8,185,870 | | 4,659,358 | | 9,320,539 | | 8,840,334 | | For Other PVP NEOs (Average): | | | | | | | | | | | | SCT Total | | 2,514,426 | | 4,579,239 | | 3,023,805 | | 3,156,151 | | 2,995,046 | | - Covered Year change in actuarial present value of pension benefits | ($ | 103,912) | ($ | 609,913) | ($ | 596,131) | ($ | 425,991) | ($ | 799,365) | | + Covered Year service cost of pension benefits | | 19,869 | | 1,238 | | 10,658 | | 44,123 | | 38,177 | | - SCT “Stock Awards” column value for Covered Year | ($ | 1,212,091) | ($ | 2,562,120) | ($ | 1,246,222) | ($ | 1,340,531) | ($ | 1,118,580) | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | | 1,363,971 | | 3,299,409 | | 716,351 | | 1,378,957 | | 720,411 | | +/- change as of the vesting date in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted prior to Covered Year | | 2,196,611 | | 37,574 | ($ | 485,715) | | 458,481 | | 371,562 | | + vesting date fair value of equity awards granted and vested in Covered Year | | 0 | | 0 | | 0 | | 0 | | 0 | | +/- change in fair value (from prior year-end to vest date) of equity awards granted prior to Covered Year that vested in Covered Year | | 54,077 | ($ | 92,675) | | 87,225 | | 169,998 | | 29,412 | | - prior year-end fair value of equity awards granted prior to Covered Year that were forfeited in Covered Year | ($ | 0) | ($ | 0) | ($ | 12,969) | ($ | 0) | ($ | 78,951) | | Compensation Actually Paid | | 4,832,951 | | 4,652,752 | | 1,497,002 | | 3,441,188 | | 2,157,712 |

  218. Pay Versus Performance

    | (3) For each Covered Year, our absolute TSR was calculated as the yearly percentage change in our cumulative TSR on our Common Stock, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for a period beginning with our closing price on the NYSE on September 30, 2020 through and including the last day of the Covered Year (each one-year, two-year, three-year and four-year period, a “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between our closing stock price at the end versus the beginning of the Measurement Period, divided by (b) our closing share price at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of the Measurement Period to produce the Covered Year-end values of such investment as of the end of fiscal 2025, 2024, 2023, 2022 and 2021, as applicable. Because Covered Years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |

  219. Pay Versus Performance

    | (4) For purposes of this PVP disclosure, our peer groups are the S&P Mid Cap 400 Gas Utility Index (column (g1)) and the S&P 1500 Oil & Gas Exploration & Production Index (column (g2)) (each, a “Peer Group”). For each Covered Year, Peer Group cumulative TSR was calculated based on a deemed fixed investment of $100 through the Measurement Period, assuming dividend reinvestment for the Peer Group. Because Covered Years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |

  220. Pay Versus Performance

    | National Fuel Gas Company | 2026 PROXY STATEMENT | 77 |

  221. Pay Versus Performance

    | (5) Net income is the amount reported in the Company’s audited financial statements for the applicable year, calculated in accordance with U.S. GAAP. |

  222. Pay Versus Performance

    | (6) The company-selected measure is consolidated EBITDA. For purposes of this PVP disclosure, consolidated EBITDA is calculated as operating income plus depreciation, depletion and amortization, plus any period-end impairment charges, excluding the effect of tax code amendments and regulatory responses thereto that impact EBITDA, any reversal of reserves for preliminary survey and investigation charges recorded in a prior fiscal year, and the impact any joint development agreement, restructuring, reorganization, acquisition, disposition, or winding down of any business unit. |

  223. Pay Versus Performance

    The following charts provide, across the Covered Years, (i) a comparison of our cumulative TSR and the cumulative TSR of the Peer Groups, and (ii) a description of the relationships between (A) the CAP to the PEO and the average CAP to our Other PVP NEOs (in each case as set forth in the PVP Table above) and (B) each of (1) our cumulative TSR and the cumulative TSR of the Peer Groups, (2) our Net Income, and (3) our Consolidated EBITDA (in each case as set forth in the PVP Table above).

  224. Pay Versus Performance

    | 78 | National Fuel Gas Company | 2026 PROXY STATEMENT |

  225. Pay Versus Performance

    The following tabular list provides the six financial performance measures that we believe represent the most important financial performance measures (including Consolidated EBITDA) we used to link compensation actually paid to our named executive officers for fiscal 2025 to our performance:

  226. Pay Versus Performance

    | Consolidated EBITDA | | Regulated Companies EBITDA | | Seneca EBITDA | | Midstream EBITDA | | Relative TSR | | Relative ROC |

  227. Pay Versus Performance

    | National Fuel Gas Company | 2026 PROXY STATEMENT | 79 |

  228. Process for Identifying and Evaluating Nominees for Director

    Process for Identifying and Evaluating Nominees for Director 1. The Nominating/Corporate Governance Committee (the Committee) will observe the following procedures in identifying and evaluating candidates for election to the Company’s Board of Directors. 2. The Company believes that the continuing service of qualified incumbents promotes stability and continuity in the boardroom, contributing to the Board’s ability to work as a collective body, while giving the Company the benefit of the familiarity and insight into the Company’s affairs that its directors have accumulated during their tenure. Accordingly, the process of the Committee for identifying nominees shall reflect the Company’s practice of re-nominating incumbent directors who continue to satisfy the Board’s criteria for membership on the Board, whom the Committee believes continue to make important contributions to the Board and who consent to continue their service on the Board. 3. Consistent with this policy, in considering candidates for election at annual meetings of stockholders, the Committee will consider incumbent directors who wish to continue their service on the Board. 4. The Board will evaluate the qualifications and performance of the incumbent directors who desire to continue their service. In particular, as to each such incumbent director, the Committee will –

  229. Process for Identifying and Evaluating Nominees for Director

    | (a) consider if the director continues to satisfy the Director Qualification Guidelines which are Exhibit A to the Company’s Corporate Governance Guidelines; |

  230. Process for Identifying and Evaluating Nominees for Director

    | (b) review any prior assessments of the performance of the director during the preceding term made by the Committee; and |

  231. Process for Identifying and Evaluating Nominees for Director

    | (c) determine whether there exist any special, countervailing considerations against re-nomination of the director. |

  232. Process for Identifying and Evaluating Nominees for Director

    5. If the Committee determines that:

  233. Process for Identifying and Evaluating Nominees for Director

    | (a) an incumbent director consenting to re-nomination continues to be qualified and has satisfactorily performed his or her duties as a director during the preceding term; and |

  234. Process for Identifying and Evaluating Nominees for Director

    | (b) there exist no reasons, including considerations relating to the composition and functional needs of the Board as a whole, why in the Committee’s view the incumbent should not be re-nominated, the Committee will, absent special circumstances, propose the incumbent director for re-nomination. |

  235. Process for Identifying and Evaluating Nominees for Director

    6. The Committee will identify and evaluate new candidates for election to the Board, including for the purpose of filling vacancies arising by reason of the resignation, retirement, removal, death or disability of an incumbent director or the desire of the directors to expand the size of the Board. The Committee will seek the most qualified candidates under the Director Qualification Guidelines in Exhibit A, while encouraging a diversity of perspectives, experience, and backgrounds. The Company is committed to diversity among its directors, officers and employees, and in identifying independent director candidates for nomination to the Board, the Committee, and any search firm it engages, is committed to including in any initial candidate pool qualified diverse candidates. 7. The Committee will accept recommendations for nominees from persons that the Committee believes are likely to be familiar with qualified candidates. These persons may include members of the Board, including members of the Committee, and management of the Company. The Committee may also determine to engage a professional search firm to assist in identifying qualified candidates. If such a firm is engaged, the Committee shall set its fees and the scope of its engagement. 8. As to each recommended candidate that the Committee believes merits consideration, the Committee will:

  236. Process for Identifying and Evaluating Nominees for Director

    | (a) cause to be assembled information concerning the background and qualifications of the candidate; |

  237. Process for Identifying and Evaluating Nominees for Director

    | B-8 | National Fuel Gas Company | 2026 PROXY STATEMENT |

  238. Process for Identifying and Evaluating Nominees for Director

    | (b) determine if the candidate satisfies the Director Qualification Guidelines which are Exhibit A to the Company’s Corporate Governance Guidelines; if so, then |

  239. Process for Identifying and Evaluating Nominees for Director

    | (c) consider the contribution that the candidate can be expected to make to the overall functioning of the Board. |

  240. Process for Identifying and Evaluating Nominees for Director

    9. The Committee shall solicit the views of the Chief Executive Officer and the Chairman of the Board, and the views of such other persons as the committee deems appropriate, regarding the qualifications and suitability of candidates to be nominated as directors. 10. In its discretion, the Committee may designate one or more of its members (or the entire Committee) to interview any proposed candidate. 11. Based on all available information and relevant considerations, the Committee will select a candidate who, in the view of the Committee, is suited for membership on the Board. The Committee will then recommend to the Board that the candidate be nominated. The Board would then, if it chooses, nominate the candidate by a resolution adopted by the Board at a meeting or by unanimous written consent. 12. Stockholders may propose candidates for consideration by the Committee by communication directed to the Company’s Secretary at its principal office, received not less than 120 calendar days before the anniversary date of the Company’s proxy statement released to stockholders in connection with the previous year’s annual meeting of stockholders. However, if the date of the annual meeting is changed more than 30 days from the date corresponding to the date of the prior year’s annual meeting, then a stockholder’s communication must be received not later than the close of business on the tenth day following the date on which notice of the meeting is given by the Company (or, if earlier, by the tenth day following public disclosure of the new date of the annual meeting). The communication must include, as to (a) each stockholder that is proposing candidates under this Section 12, (b) each person associated with such stockholder, and (c) each proposed candidate, the information required to be provided regarding Noticing Parties, Stockholder Associated Persons and Proposed Nominees (as such terms are defined in the Company’s By-Laws) in a notice under Sections 6(B)(i) and 6(B)(iii) of Article I of the Company By-Laws, including the proposed candidate’s written consent to be named in the proxy statement as a nominee and to serving as a director if elected. In making its selection of nominees, the Committee will evaluate candidates proposed by stockholders owning at least five percent (5%) of the Company’s outstanding common stock, under criteria similar to the evaluation of other candidates. The Committee shall have no obligation whatsoever to consider other unsolicited recommendations received from stockholders proposing candidates for the Board. The Committee may consider, as one of the factors in its evaluation of stockholder recommended nominees, the size and duration of the interest of the recommending stockholder or stockholder group in the equity of the Company, and the candidate’s relationship to that stockholder or group, in order to determine whether the candidate can effectively represent the interests of all stockholders. The Committee may also consider the extent to which the recommending stockholder or group intends to continue holding its interest in the Company, including, in the case of candidates recommended for nomination and election at an annual meeting of stockholders, whether the recommending stockholder intends to continue holding its interest at least through the time of such annual meeting.

  241. Process for Identifying and Evaluating Nominees for Director

    | National Fuel Gas Company | 2026 PROXY STATEMENT | B-9 |

  242. Process for Identifying and Evaluating Nominees for Director

    | | | NATIONAL FUEL GAS COMPANY 6363 Main Street Williamsville, New York 14221 716-857-7000 www.nationalfuel.com NYSE: NFG |

  243. Process for Identifying and Evaluating Nominees for Director

    6363 MAIN STREET WILLIAMSVILLE, NY 14221