2026 Proxy Statement and Notice of Annual Meeting of Stockholders

and Notice of Annual Meeting of Stockholders to be held on March 12, 2026

6363 MAIN STREET WILLIAMSVILLE, NEW YORK 14221

Dear Stockholders of National Fuel Gas Company:

January 23, 2026

Each year, our proxy statement provides you with a brief summary of the Company's recent operations and detailed information relating to the items on the agenda for you to vote on at the Annual Meeting of Stockholders. As we did last year, our Board of Directors has determined to hold the 2026 Annual Meeting virtually, via a live webcast. The electronic webcast meeting will afford stockholders the same rights and access as if the meeting were held in person, including the ability to vote shares electronically during the meeting.

The meeting will be held at 10:00 a.m. Eastern Time on March 12, 2026, conducted via live webcast at https://www.virtualshareholdermeeting.com/NFG2026. The matters on the agenda for the meeting are outlined in the enclosed Notice of Annual Meeting and Proxy Statement.

At the meeting, you will be asked to consider and vote on three proposals, all as explained in more detail in the proxy statement: (1) the election of eleven directors; (2) advisory approval of named executive officer compensation; and

(3) ratification of the appointment of the Company's independent public accounting firm. Your Board of Directors unanimously recommends that you vote FOR each of the director nominees and FOR proposals 2 and 3.

So that you may elect Company directors and secure the representation of your interests at the Annual Meeting, we urge you to vote your shares. The preferred methods of voting are by telephone, by Quick Response Code ("QR Code") or by Internet as described on the proxy card. These methods are both convenient for you and reduce the expense of soliciting proxies for the Company. If you prefer not to vote by telephone, QR Code or the Internet, please complete, sign and date your proxy card and return it by mail. The Proxies are committed by law to vote your shares as you instruct on the proxy card, by telephone, by QR Code or by Internet.

Your vote is always important. Stockholder voting is the primary means by which stockholders can influence a company's operations and its corporate governance. In fact, stockholders who do vote can influence the outcome of proposals in greater proportion than their percentage share ownership.

Please make your voice heard by voting your shares.

Even if you plan to attend the Annual Meeting virtually, we encourage you to promptly vote your shares in advance of the meeting, by telephone, by QR Code or by Internet, or to complete, sign, date and return your proxy card. If you later wish to vote at the Annual Meeting, you can revoke your proxy by giving written notice to the Secretary of the Annual Meeting and/or the Trustee (as described in the proxy statement), and/or by casting your ballot at the Annual Meeting.

Please review the proxy statement and take advantage of your right to vote.

Sincerely yours, David P. Bauer

President and Chief Executive Officer

to be held on March 12, 2026

To the Stockholders of National Fuel Gas Company:

Notice is hereby given that the Annual Meeting of Stockholders of National Fuel Gas Company (the "Company") will be held at 10:00 a.m. Eastern Time on March 12, 2026, conducted via live webcast at https://www.virtualshareholdermeeting.com/NFG2026. At the meeting, action will be taken with respect to:

1. The election of eleven directors to hold office for one-year terms, as provided in the attached proxy statement and until their respective successors have been elected and qualified;

2. Advisory approval of named executive officer compensation;

3. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2026;

and such other business as may properly come before the meeting or any adjournment or postponement thereof. Stockholders of record at the close of business on January 12, 2026, will be entitled to vote at the meeting.

By Order of the Board of Directors

January 23, 2026

Lee E. Hartz

General Counsel and Secretary

Attending the Annual Meeting

National Fuel Gas Company is holding the Annual Meeting in a virtual meeting format only, conducted via live webcast. Stockholders will not be able to attend the meeting in person.

If you receive your Annual Meeting materials electronically and wish to attend the virtual meeting, please follow the instructions provided online for attendance. Once you have joined the virtual meeting, you may vote your shares electronically during the meeting by following the instructions available on the meeting website, although we encourage you to vote in advance of the meeting. Only stockholders or their valid proxy holders may participate in the meeting. If you plan on attending the virtual meeting, we encourage you to allow ample time to log in online and recommend that you do so fifteen minutes before the meeting start time to ensure that you are logged in when the meeting begins.

Why Your Vote is Important

Q: Who is asking for my vote and why am I receiving this document?

A: The Board of Directors asks that you vote on the matters listed in the Notice of Annual Meeting, which are more fully described in this proxy statement. This proxy statement is a document that Securities and Exchange Commission regulations require we give you when we ask you to sign a proxy designating individuals to vote on your behalf. A proxy, if duly executed and not revoked, will be voted and, if it contains any specific instructions, will be voted in accordance with those instructions.

Q: How many shares are not voted at the Annual Meeting on non-routine matters (proposals other than the ratification of accountant)?

A: At recent Annual Meetings, approximately 10% to 20% of our shares have not been voted on non-routine matters. IF YOU HOLD YOUR SHARES AT A BROKERAGE FIRM, YOU MUST TELL YOUR BROKER HOW TO VOTE YOUR SHARES. Since

2010, brokers have not been able to vote customer shares on non-routine matters. Stockholder voting is the primary means by which stockholders can influence a company's operations and its corporate governance, so your vote is important.

Q: How can I vote?

A: To reduce costs and conserve resources, we send some of our stockholders a notice advising them that our materials for this meeting are available on the Internet. The notice contains instructions to (i) electronically access the materials; (ii) vote via the Internet; and (iii) request a paper copy of the materials by mail, if desired. Other stockholders have received our proxy materials by U.S. mail. In either case, there are four ways to vote by proxy:

• Vote by Phone by calling 1-800-690-6903: You will need information from your proxy card to vote; have it available and follow the instructions provided.

• Vote by scanning the Quick Response Code

  ("QR Code") on the proxy card: By accessing the QR site through the proxy card you can vote your shares.
  
  

• Vote by Internet by going to https://www.proxyvote.com: You will need information from your proxy card to vote; have it available and follow the instructions provided.

• Vote by Mail: Complete and return the proxy card in the prepaid and addressed envelope.

You may also vote at the Annual Meeting. However, if you are the beneficial owner of the shares, you must obtain a legal proxy from the stockholder of record, usually your bank or broker. A legal proxy identifies you, states the number of shares you own, and gives you the right to vote those shares. Without a legal proxy we cannot identify you as the owner and will not know how many shares you have to vote.

Proxy Statement Overview and

Fiscal 2025 Summary 1

General Information 9

PROPOSAL 1. Election of Directors 12

Nominees for Election as Directors at the

2026 Annual Meeting of Stockholders 13

Corporate Governance 25

Diversity 25

Director Independence 25

Board Leadership Structure 25

Annual Meeting Attendance 26

Meetings of the Board of Directors

and Standing Committees 26

Method of Evaluating Board and

Committee Effectiveness 28

Process for Nominating Directors 28

Charitable Contributions by Company 28

Compensation Committee Interlocks

and Insider Participation 28

Risk Oversight 29

Related Person Transactions 29

Code of Ethics 30

Director Compensation 31

Director Compensation Table -

Fiscal 2025 32

Audit Fees 33

Audit Committee Report 34

Security Ownership of Certain

Beneficial Owners and Management 36

Delinquent Section 16(a) Reports 37

Equity Compensation Plan

Information 38

Executive Compensation 39

Compensation Committee Report 39

Compensation Discussion and Analysis 39

Fiscal 2025 Summary Compensation Table 59

Grants of Plan-Based Awards in Fiscal 2025 61

Outstanding Equity Awards at Fiscal 2025 Year-End 63

Option Exercises and Stock Vested in Fiscal 2025 66

Fiscal 2025 Pension Benefits 67

Fiscal 2025 Nonqualified Defined Contribution and

Other Nonqualified Deferred Compensation Plans 69

Fiscal 2025 Potential Payments Upon Termination

or Change in Control 70

CEO Pay Ratio 75

Pay Versus Performance 76

Executive Officer and Director Hedging; Insider

Trading Policy 80

PROPOSAL 2. Advisory Approval of

Named Executive Officer Compensation 81

PROPOSAL 3. Ratification of Appointment of Independent

Registered Public Accounting Firm 82

Important Notice Regarding

Delivery of Stockholder Documents 83

Proposals of Security Holders

for the 2027 Annual Meeting 84

Other Business 85

Where You Can Find Additional Information 86

This proxy statement contains certain "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements should be read with the cautionary statements and important factors included under the heading "Safe Harbor for Forward-Looking Statements" in National Fuel Gas Company's ("National Fuel" or the "Company") Form 10-K at Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and with the information included in the Company's Form 10-K at Item 1A "Risk Factors". Forward-looking statements are all statements other than statements of historical fact, including, without limitation, statements regarding future prospects, plans, objectives, goals, projections, estimates of oil and gas quantities, emissions reduction targets, strategies, future events or performance and underlying assumptions, capital structure, anticipated capital expenditures, completion of construction projects, projections for pension and other post-retirement benefit obligations, impacts of the adoption of new authoritative accounting and reporting guidance, and possible outcomes of litigation or regulatory proceedings, as well as statements that are identified by the use of the words "anticipates," "estimates," "expects," "forecasts," "intends," "plans," "predicts," "projects," "believes," "seeks," "will," "may" and similar expressions.

Proxy Statement Overview and Fiscal 2025 Summary

This overview and summary highlights information contained elsewhere in this proxy statement and also includes certain additional information regarding business performance and corporate responsibility matters. This overview and summary does not contain all of the information that you should consider, and you should read the Company's 2025 Annual Report and this entire proxy statement carefully before voting.

Annual Meeting Voting Matters

The table below summarizes the matters that will be subject to the vote of stockholders at the 2026 Annual Meeting of Stockholders of National Fuel Gas Company:

Proxy Summary

Annual Meeting of Stockholders

DATE AND TIME

March 12, 2026 at 10:00 a.m. Eastern Time

WEBSITE

www.virtualshareholdermeeting.com/NFG2026

RECORD DATE

January 12, 2026

Voting Details

Stockholders as of the record date are entitled to one vote for each share of common stock for each director nominee and each other proposal to be voted.

Voting Deadline

Votes must be received by March 11, 2026 (unless attending virtually). For stock that is held in employee benefit plans votes must be received by noon on March 10, 2026.

Attending the Virtual Meeting

National Fuel stockholders as of the record date are entitled to attend the annual meeting virtually. To participate in the meeting, please visit www.virtualshareholdermeeting.com/NFG2026, where you will be prompted to enter the 16-digit control number found on your proxy card or your voting instruction form provided by your broker, bank, or other nominee. Please see "Attending the Meeting" on page 10.

National Fuel Gas Company Fiscal 2025 Summary

Fiscal 2025 was a strong year for National Fuel, with each of our segments delivering substantial earnings growth and continuing our long history of operational excellence, positioning National Fuel for further growth in the years ahead.

At our Integrated Upstream and Gathering business, we continued our peer-leading trend in capital efficiency improvements. Since commencing our transition to the Eastern Development Area ("EDA") in 2023, this segment has meaningfully grown production while at the same time significantly reducing capital spending. This performance is a testament to both the quality of our EDA assets within Tioga County and our workforce's dedication to operational excellence, planning and execution.

Given the productivity of our acreage and the depth of our inventory, we expect our capital efficiency will continue to improve in the coming years.

Based on our successful delineation efforts over the past few years, during fiscal 2025 we also significantly expanded our prospective Tioga County well inventory, adding over 200 potential locations in the Upper Utica formation. As a result, at our current development pace, we now have almost 20 years of highly economic inventory, which we believe is unmatched by peers in the Appalachian basin. In addition, our exploration and production subsidiary, Seneca Resources Company, LLC ("Seneca"), signed two agreements with third-party pipelines that will provide takeaway capacity to the Gulf coast and to advantaged markets in Pennsylvania. These agreements, along with Seneca's additional capacity on the Tioga Pathway Project, will support the Company's production growth plans in the years ahead.

In our Pipeline and Storage segment, we are seeing meaningful growth opportunities within Appalachia for increasing natural gas demand from power generation and data centers, as well as demand for transportation capacity from natural gas producers. At National Fuel Gas Supply Corporation ("Supply Corporation"), one of our two interstate pipeline subsidiaries regulated by the Federal Energy Regulatory Commission ("FERC"), we received FERC approval in May 2025 for the Tioga Pathway Project, an approximately $101 million pipeline modernization and expansion project expected to provide 190,000 dekatherms per day ("Dth/d") of firm transportation capacity. In addition, in July 2025, Supply Corporation announced the Shippingport Lateral Project, an approximately $57 million investment designed to provide 205,000 Dth/d of new pipeline transportation capacity to a data center and power generation facility under development in western Pennsylvania. Together, these projects are expected to add approximately $30 million in incremental annual revenues with target in service dates of November 2026.

In our Utility segment, in December 2024, National Fuel Gas Distribution Corporation reached a three-year settlement with the New York Public Service Commission, allowing us to raise our base delivery rates in New York to recover the increasing

costs of providing safe and reliable gas distribution service. Across both our New York and Pennsylvania service territories, we continued to make substantial investments in system modernization, integrity and reliability by replacing over 160 miles of pipeline in the fiscal year. Overall, the combination of our constructive rate case resolution in New York, and these ongoing investments, drove a significant increase in earnings compared to the prior year.

Additionally, in October 2025, the Company announced execution of a definitive agreement to acquire CenterPoint Energy, Inc.'s (NYSE: CNP) Ohio natural gas utility business. At closing, which is expected in the fourth calendar quarter of 2026, this highly strategic acquisition will double National Fuel's utility rate base and add significant customers in a state that is supportive of natural gas. CNP's Ohio utility business will provide the Company with additional stable and predictable regulated cash flows, as well as another avenue of long-term growth.

Lastly, in 2025, National Fuel maintained and enhanced its long-standing commitment to returning cash to shareholders by announcing its 123rd straight year of paying a dividend, as well as its 55th consecutive year of dividend increases.

We believe the outlook for the Company is as strong as ever, as the combination of meaningful growth potential and commitment to shareholder returns puts us in a position to deliver meaningful shareholder value over the years to come.

2025 Financial and Operating Highlights

Increased Dividend for 55th Consecutive Year

In June, the Board of Directors increased the Company's annual dividend rate by 4% to $2.14 per share, continuing our long track record of consecutive dividend increases and our 123rd year of uninterrupted dividend payments.

Record Natural Gas Production

The Company reached a new record with net natural gas production of 427 billion cubic feet equivalent ("Bcfe") in fiscal 2025, up 9% from the prior year, due to the strong Tioga Utica well performance in the Eastern Development Area ("EDA").

Improvement in Capital Efficiency Since Transitioning to the EDA

The Integrated Upstream and Gathering segment continued to improve its capital efficiency in fiscal 2025, as it increased production while meaningfully reducing capital expenditures. This increased capital efficiency, a trend that began with the transition to an EDA-focused development program in fiscal 2023, and that is expected to continue in the years to come, is a testament to our dedicated employees and high-quality acreage.

Strong Regulated Business Results Driven by Benefits from Rate Settlements

Pipeline and Storage segment revenues increased $15 million from the prior year, primarily due to the settlement of the Supply Corporation rate case, which led to increased rates effective February 2024.

Utility segment net income increased $26 million compared to the prior year, largely attributable to an increase in rates as part of the Utility's New York rate case settlement, which became effective October 1, 2024.

Continued Progress on Tioga Pathway Project and Announced Data-Center Driven Shippingport Lateral Project

In May 2025, Supply Corporation received FERC approval for the Tioga Pathway Project, which is designed to create 190,000 dekatherms per day of delivery capacity and will provide an additional outlet to move Seneca's natural gas production out of Tioga County in the EDA. In July 2025, the Company announced the Shippingport Lateral Project, an interstate pipeline expansion project that is expected to provide 205,000 dekatherms per day of firm transportation capacity to a data center in Western Pennsylvania.

Gathering Assets Improve Equitable Origin Rating to "A" Grade and Seneca Achieved Re-certification of "A" Grade Under Equitable Origin and MiQ

The Company announced NFG Midstream improved its Equitable Origin's (EO100TM Standard for Responsible Energy Development) rating from "A-" to "A" (the highest certification level available) this year. Seneca also announced it had

re-certified its rating of "A" grade by MiQ and Equitable Origin. These results reflect the Company's unwavering dedication to environmental stewardship and responsible practices.

Our Commitment to Corporate Responsibility

Publication of Annual Corporate Responsibility Report

In September, National Fuel issued its annual Corporate Responsibility Report, which highlights the Company's ongoing initiatives to support the long-term sustainability of its integrated natural gas business, including its emissions reduction metrics. The Company's Corporate Responsibility disclosures are aligned with the Sustainability Accounting Standards Board (SASB) framework for each of the Company's principal business segments, as well as the Task Force on Climate-Related Financial Disclosures (TCFD).

Governance Sustainability Human Capital Community

• Board Oversight: Corporate Responsibility and Sustainability oversight via Nominating/ Corporate Governance Committee

• Regular Board-Level Discussion: Board receives quarterly reports from management regarding corporate responsibility and sustainability

• Establishment of Management-Level Committees: Corporate Responsibility Executive and Management Committees devoted to corporate responsibility initiatives and disclosures

• Executive Compensation Metrics: Executive compensation tied to safety, environmental stewardship and human capital

• Progress Towards Emissions Reduction Goals: Disclosed ongoing sustainability initiatives driving progress towards significant methane intensity reduction targets for each business, as well as an absolute GHG emissions target for the consolidated Company

• Third Party Emissions Verification: Independent third-party verification of Scope 1 and 2 emissions

• Focused on Biodiversity: Procedures in place for each segment to protect the environment and mitigate biodiversity impacts

• Waste Management Disclosure: Quantitative disclosures surrounding waste management, reduction/prevention, and recycling

• Safety is a Core Value: Continuing to build a culture focused on safety and inclusion for our ~2,300 employees

• Career Development and Succession Planning: Professional development opportunities, mentorship programs, and continuous talent review and succession planning

• Fostering an Inclusive Workplace: Continued employee engagement, inclusive onboarding experience and benefits, and voluntary employee-led Employee Resource Groups create an inclusive work environment that is reinforced through policies and employee trainings

• Prioritizing Service Affordability and Reliability: Customers continue to benefit from regional natural gas shale development and Company investments in the safety, reliability and integrity of our system and assets

• Long-Standing Corporate Giving Program: Company Foundation matches employee donations, dollar for dollar, up to

  $1,000 per employee through the Employee Charitable Giving Program

• Meaningful Community Volunteering Opportunities: Employees provided several thousand volunteer hours across company-coordinated volunteer opportunities in 2025

• Significant Community Impact: Community economic impact of more than $1.5 billion in 2025, consisting of capital investments, wages and pensions, local vendor payments, taxes and impact fees, and natural gas production royalties

Our Diverse, Experienced, and Independent Board of Directors

National Fuel's commitment to diversity also extends to our Board of Directors. Our Board has continued its commitment to attracting and retaining qualified, diverse directors whose expertise and professional characteristics align with the Company's long-term business strategy.

Extensive Experience

The Company's Board of Directors consists of individuals with extensive and diverse leadership experience within the energy industry, as well as complementary industries, including manufacturing and consulting. Our eleven Board members have experience in the areas depicted below, among others:

11

CEO/Senior Leadership

4

Environmental/ Sustainability/ Energy Transition

10

Energy Industry

5

Financial/ Accounting

11

Directors

10

Operational/ Safety

7

Consumer/ Customer Relations

8

Other Public Company Directorship

9

Risk Management

7

Legal/Regulatory/ Government Relations

Strong Corporate Governance Practices

Our Board has implemented strong governance practices, including maintaining a significant complement of independent directors (currently ten out of eleven directors), designating a Lead Independent Director, holding regular meetings of the

non-management and/or independent directors, separating 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.

Active Oversight

The Board actively oversees management of the business and affairs of the Company, engaging with the executive team on important matters throughout the year. As only one example, in connection with the Board's self-evaluation process, the Board identified industry-specific accounting practices as an area of interest. In response, management organizes presentations periodically to the Board reviewing the accounting treatment for key financial statement items, such as asset impairments, plugging and abandonment costs, and other, related matters unique to the Company's various business operations.

At each quarterly meeting of the Board, management provides an update on each business segment, covering operations, financial performance, and regulatory and legislative matters. In addition, as a regular agenda item, management provides a closer look at specific aspects of the business. At recent meetings, for example, management made presentations on topics including the Company's information security initiatives, investor relations program, and commodity hedging practices. In addition, as part of the Company's practice of regularly updating the directors on safety matters, management provided a presentation detailing the Company's cold-weather safety practices.

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:

David H. Anderson - age 64

Principal Occupation: Former Chief Executive Officer of Northwest Natural Holding Company

Expertise: Leadership, Industry, Environmental, SEC Financial Expert

David P. Bauer - age 56

Principal Occupation: President and Chief Executive Officer of National Fuel Gas Company

Expertise: Leadership, Industry, Financial, Regional

Barbara M. Baumann - age 70

Principal Occupation: President, Cross Creek Energy Corporation

Expertise: Leadership, Exploration and Production, Investment Advisory, SEC Financial Expert

David C. Carroll - age 69

Principal Occupation: Former President and Chief Executive Officer of GTI Energy

Expertise: Leadership, Industry, Energy Transition/Technology

Steven C. Finch - age 67

Principal Occupation: Former President of Manufacturing and Community Engagement, Viridi Parente, Inc.

Expertise: Leadership, Manufacturing, Capital and Labor Management, Energy Transition/Sustainability, Regional

Joseph N. Jaggers - age 72

Principal Occupation: Former President, Chief Executive Officer and Chairman of Jagged Peak Energy Inc.

Expertise: Leadership, Exploration and Production

Rebecca Ranich - age 68

Principal Occupation: Former Director of Deloitte Consulting, LLP

Expertise: Leadership, Industry, Sustainability, Technology, Energy Transition

Jeffrey W. Shaw - age 67

Principal Occupation: Former President and Chief Executive Officer, Southwest Gas Corporation

Expertise: Leadership, Industry, SEC Financial Expert

Thomas E. Skains - age 69

Principal Occupation: Former President and Chief Executive Officer, Piedmont Natural Gas Company

Expertise: Leadership, Industry, Regulatory

David F. Smith - age 72

Principal Occupation: Chairman of the Board and Former Chief Executive Officer of National Fuel Gas Company

Expertise: Leadership, Industry

Ronald J. Tanski - age 73

Principal Occupation: Former President and Chief Executive Officer, National Fuel Gas Company

Expertise: Leadership, Industry, Financial

For complete information on this proposal, please refer to page 12 and following.

Proposal 2 - Advisory Approval of Named Executive Officer Compensation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION.

This proposal allows stockholders to take part in a non-binding, advisory vote to approve the compensation of the Company's named executive officers (the "say-on-pay" vote). The summary below and the discussion in the Compensation Discussion and Analysis provide information about the Company's named executive officer compensation programs. Unless otherwise indicated, we intend capitalized and abbreviated terms to have the same meaning in this section as in the Compensation Discussion and Analysis.

Objectives of the Compensation Committee

When setting compensation for the Company's named executive officers, the Compensation Committee's primary goal is to provide balanced incentives for creating value for stockholders in both the near-term and long-term. In fiscal 2025, the Compensation Committee awarded a combination of cash and equity components designed to help:

➣ focus management efforts on both near-term and long-term drivers of stockholder value, including financial, operational, safety, environmental, and customer service metrics;

➣ tie executive compensation to long-term total shareholder return ("TSR"), long-term total return on capital ("ROC"), and long-term sustainability, by linking a significant portion of named executive officers' potential compensation to the future price of the Company's common stock (and the payment of dividends) and the future returns on capital achieved by the Company, both relative to peers, and to future reductions in GHG emissions and methane intensity levels; and

➣ attract, motivate, reward and retain management talent in the highly competitive energy industry in order to achieve the objectives that contribute to the overall success of the Company.

Main Elements of Compensation

The Compensation Committee has developed the Company's compensation policies and procedures to align the interests of named executive officers with those of the Company's stockholders and, where appropriate, other stakeholders, including customers. The main elements of the named executive officer compensation program are as follows:

BASE SALARY (CASH)

Provides a predictable base compensation for day-to-day job performance;

SHORT-TERM PERFORMANCE INCENTIVES (CASH)

Utilizes metrics specific to each executive in order to motivate them to deliver near-term financial, operational, and

corporate responsibility results; and

LONG-TERM PERFORMANCE INCENTIVES (EQUITY)

Focuses the attention of executives on delivering longterm stockholder value and on maintaining a significant personal investment in the Company through stock ownership.

Executive Compensation Aligned with Stockholders' Interests

The Company recognizes and rewards named executive officers through compensation arrangements that directly link executive pay to the Company's performance, and we seek to help ensure a strong alignment of interests with our stockholders by including a significant amount of equity in the overall mix of pay. As shown in the chart below, which includes the fiscal 2025 target compensation mix for the Chief Executive Officer ("CEO") and an average for the other four named executive officers, 84% of the target compensation of David Bauer, the Company's CEO, was at-risk or variable compensation, with 63% tied to equity (in the form of performance shares and restricted stock units), and 21% tied to cash-based incentive awards subject to short-term performance goals.

Time-based RSUs

Performance Shares

Annual Incentive Plan

Base Salary

42%

21%

73%

AT-RISK OR

VARIABLE COMPENSATION

43%

21%

84%

AT-RISK OR VARIABLE COMPENSATION

27%

16%

21%

Average for other Named Executives

9%

CEO

FISCAL 2025 TARGET COMPENSATION MIX

2025 Say-on-Pay Vote and Stockholder Engagement

The 2025 say-on-pay advisory vote yielded a result of 87.6% of votes cast in support of the compensation of the Company's named executive officers. The Board considered this outcome another indicator of stockholder support for the overall philosophy and structure of the Company's executive compensation policies and decisions. Given the approval percentage of the vote, the Compensation Committee did not make any significant changes to the executive compensation program that were based on the results of the 2025 say-on-pay advisory vote.

From time to time members of Company management have held meetings with some of the Company's largest stockholders to obtain feedback on matters of interest to them. The Board has directed management to continue to engage as appropriate with interested stockholders, and to inform it of requests for meetings with members of the Board. The Board and management believe that engagement with stockholders facilitates important dialogue from which we gather various important viewpoints.

The Board of Directors believes that the Company's compensation policies and practices, as developed following engagement with stockholders, encourage a culture of pay for performance and are strongly aligned with the interests of the Company's stockholders. Accordingly, the Board recommends a vote FOR the advisory approval of named executive officer compensation.

For complete information on this proposal, please refer to the Compensation Discussion and Analysis, accompanying compensation tables and related narrative discussion, starting at page 39, and to the proposal at page 81.

Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THIS APPOINTMENT.

As a matter of good governance, it is important that stockholders vote to ratify the selection of the Company's independent auditor. The Company has selected PricewaterhouseCoopers LLP as the Company's independent auditor for fiscal 2026.

For complete information on this proposal, please refer to page 82.

NATIONAL FUEL GAS COMPANY 6363 MAIN STREET WILLIAMSVILLE, NEW YORK 14221

PROXY STATEMENT

Introduction

This proxy statement is furnished to the holders of National Fuel Gas Company ("National Fuel" or the "Company") common stock (the "Common Stock") in connection with the solicitation of proxies on behalf of the Board of Directors of the Company (the "Board of Directors" or the "Board") for use at the Annual Meeting of Stockholders (the "Annual Meeting") to be held on March 12, 2026, or any adjournment or postponement thereof. This proxy statement and the accompanying proxy/voting instruction card are first being mailed to stockholders or made available on the Internet on or about January 23, 2026.

Solicitation of Proxies

All costs of soliciting proxies will be borne by the Company. MacKenzie Partners, Inc., 7 Penn Plaza, 5th Floor, New York, NY 10001, has been retained to assist in the solicitation of proxies by mail, telephone, and electronic communication and will be compensated in the estimated amount of $18,500 plus reasonable out-of-pocket expenses. A number of regular employees of the Company and its subsidiaries, and one or more retirees of the Company and its subsidiaries, may solicit proxies in person, by telephone or by other methods. Costs, if any, associated with solicitation by retirees are expected to be de minimis.

Record Date, Outstanding Voting Securities and Voting Rights

Only stockholders of record at the close of business on January 12, 2026, will be eligible to vote at the Annual Meeting or any adjournment or postponement thereof. As of that date, 95,022,848 shares of Common Stock were issued and outstanding. The holders of 47,511,425 shares will constitute a quorum at the meeting.

Each share of Common Stock entitles the holder thereof to one vote with respect to each matter that is subject to a vote at the Annual Meeting. Shares may not be voted unless the owner is present or represented by proxy. In order to grant a proxy, a stockholder can use the telephone, QR Code or Internet voting procedures or return a signed proxy card. All shares that are represented by effective proxies received by the Company in time to be voted shall be voted by the authorized Proxy at the Annual Meeting or any adjournment or postponement thereof.

If you hold your shares through a broker, bank or other nominee (in "street name"), you will receive instructions from them on how to vote your shares. If you do not give the broker specific instructions on how you would like your shares to be voted, your broker may only vote your shares on "routine" matters, such as Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm. However, your broker is prohibited from voting uninstructed shares on

"non-routine" matters such as Proposal 1 - Election of Directors and Proposal 2 - Advisory Approval of Named Executive Officer Compensation. The absence of voting instruction results in what is called a "broker non-vote" on those proposals and will not be counted. Your vote is important. PLEASE MAKE YOUR VOICE HEARD BY VOTING YOUR SHARES ON THESE IMPORTANT MATTERS.

Where stockholders direct how their votes shall be cast, shares will be voted in accordance with such directions. Proxies submitted with abstentions and broker non-votes will be included in determining whether or not a quorum is present.

Abstentions and broker non-votes will not be counted in tabulating the number of votes cast on proposals submitted to stockholders and therefore will not have the effect of a vote cast for or against any proposal.

The proxy also confers discretionary authority to vote on all matters that may properly come before the Annual Meeting, or any adjournment or postponement thereof, respecting: (i) matters of which the Company did not have timely notice but that may be presented at the meeting; (ii) approval of the minutes of the prior annual meeting of stockholders; (iii) the election of any person as a director if a nominee is unable to serve or for good cause will not serve; (iv) any stockholder proposal omitted from this proxy statement pursuant to Rule 14a-8 or 14a-9 of the Securities and Exchange Commission's (the "SEC") proxy rules; and (v) all matters incident to the conduct of the meeting.

With respect to Proposal 1, 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. Approval of each of Proposals 2 and 3 requires a majority of the votes cast by the holders of shares of Common Stock entitled to vote on the proposal.

Attending the Meeting

The Company is holding the Annual Meeting in a virtual meeting format only on March 12, 2026 at 10:00 a.m. Eastern Time. Stockholders as of the close of business on January 12, 2026, the record date, are entitled to participate in the Annual Meeting, including to vote their shares and ask questions.

To participate in the virtual Annual Meeting, please visit https://www.virtualshareholdermeeting.com/NFG2026, where you will be prompted to enter the 16-digit control number found on your proxy card or your voting instruction form provided by your broker, bank, or other nominee. If you receive your Annual Meeting materials electronically and wish to participate in the virtual meeting, please follow the instructions provided online for attendance. Once you have joined the virtual meeting, you may vote your shares electronically during the meeting by following the instructions available on the meeting website.

Questions for the Meeting

Stockholders as of the record date who participate in the virtual Annual Meeting using their control number (as described above) will have an opportunity to submit questions during the meeting. The Company will try to answer as many stockholder-submitted questions that comply with the posted rules of conduct as time permits. If the Company receives substantially similar questions, the Company will group such questions together and provide a single response to avoid repetition.

Additional Information about the Meeting

Additional information regarding the rules of conduct and procedures for participating in the virtual Annual Meeting will be posted prior to and during the meeting at https://www.virtualshareholdermeeting.com/NFG2026.

Revoking a Proxy

Any stockholder giving a proxy may revoke it at any time prior to the voting thereof by mailing a revocation or a subsequent proxy to National Fuel Gas Company, Attn: Lee E. Hartz, Secretary of the Company, 6363 Main Street, Williamsville,

NY 14221, by voting a subsequent proxy by phone, QR Code or by Internet, or by filing written revocation at the meeting with Mr. Hartz, Secretary of the meeting, or by casting a ballot at the meeting. If you are an employee stockholder or retired employee stockholder, you may revoke voting instructions given to Vanguard Fiduciary Trust Company (the "Trustee") by following the instructions under "Employee and Retiree Stockholders" in this proxy statement.

Employee and Retiree Stockholders

If you are a participant in the Company's Employee Stock Ownership Plan or any of the Company's Tax-Deferred Savings Plans (the "Plans"), the proxy card will also serve as a voting instruction form to instruct the Trustee as to how to vote your shares. All shares of Common Stock for which the Trustee has not received timely directions shall be voted by the Trustee in the same proportion as the shares of Common Stock for which the Trustee received timely directions, except in the case where to do so would be inconsistent with the provisions of Title I of the Employee Retirement Income Security Act ("ERISA"). If the voting instruction form is returned signed but without directions marked for one or more items, regarding the

General Information

unmarked items you are instructing the Trustee and the Proxies to vote FOR all of the director nominees named in this proxy statement, FOR Proposal 2, and FOR Proposal 3. Participants in the Plan(s) may also provide those voting instructions by telephone, QR Code or the Internet. Those instructions may be revoked by re-voting or by written notice to the Trustee on or before noon on March 10, 2026 in care of the following address:

To: Vanguard Fiduciary Trust Co. c/o National Fuel Gas Company Attn: Legal Department

6363 Main Street

Williamsville, NY 14221

Multiple Copies of Proxy Statement

The Company has adopted a procedure approved by the SEC called "householding." Under this procedure, some stockholders of record who have the same address and last name may receive only one copy of the proxy statement and the Company's annual report. However, if any stockholder wishes to revoke consent for householding and receive a separate annual report or proxy statement for the upcoming Annual Meeting or in the future, he or she may telephone, toll-free,

1-866-540-7095. The stockholder will need their 16-digit control number and should simply follow the prompts. Stockholders may also write Broadridge Householding Department, 51 Mercedes Way, Edgewood, NY 11717. Stockholders sharing an address who wish to receive a single set of reports may do so by contacting their banks or brokers if they are the beneficial holders, or by contacting Broadridge at the address provided above if they are the record holders. This procedure will reduce our printing costs and postage fees and reduce the quantity of paper arriving at your address.

Stockholders who participate in householding will continue to receive separate proxy cards. Householding will not affect your dividend check mailings.

For additional information on householding, please see "IMPORTANT NOTICE REGARDING DELIVERY OF STOCKHOLDER DOCUMENTS" in this proxy statement.

Other Matters

The Board of Directors does not know of any other matter that will be presented for consideration at the Annual Meeting. If any other matter does properly come before the Annual Meeting, the Proxies will vote in their discretion on such matter.

Annual Report

Mailed herewith or made available on the Internet is a copy of the Company's Annual Report for the fiscal year ended September 30, 2025 ("fiscal 2025"). The Company will furnish any exhibit to its Form 10-K upon request to the Secretary at the Company's principal office, and upon payment of $5 per exhibit.

Your Company's Board of Directors is a multi-disciplined cohesive and engaged group whose experiences reflect the integrated nature of the Company's business. The following matrix summarizes the key skills, attributes and experiences of each of our directors that are most relevant to their board service. The matrix is not intended to list each and every skill, experience or other attribute of our directors. The diversity and breadth of knowledge, skill, experience, and attributes of our directors, collectively, lends itself to a highly collaborative and effective Board. To that end, we believe that each of the Company's directors makes unique, valuable and substantial contributions to the Board and the leadership of our Company.

ANDERSON

BAUER

BAUMANN

CARROLL

FINCH

JAGGERS

RANICH

SHAW

SKAINS

SMITH

TANSKI

A biography for each director, including detailed qualifications, is included beginning on page 14.

Your Board of Directors has continued its efforts to attract qualified, diverse candidates whose expertise and personal characteristics align with the Company's long-term business strategy. Our Nominating/Corporate Governance Committee, which makes recommendations to the full Board on nominees for director positions, has invited qualified diverse candidates to stand for election to the Board, with successful results. Three of the Company's last six directors to join the Board have increased Board diversity.

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.

The Board of Directors recommends that you vote FOR

the election of each of the 11 nominees named below.

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.

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.

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.

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

David C. Carroll

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.

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

Steven C. Finch

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.

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.

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.

AGE: 67

DIRECTOR SINCE:

2014

BOARD COMMITTEES:

• Audit, Chair

• Nominating/ Corporate Governance

  EDUCATION:

• University of Utah, B.S. in Accounting

• Certified Public Accountant

Jeffrey W. Shaw

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.

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.

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.

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.

Ronald J. Tanski

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.

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.

Diversity

National Fuel's commitment to diversity extends both to its workforce and your Board of Directors. Under the Company's Corporate Governance Guidelines, the Board of Directors is required, when selecting candidates for re-election and candidates for Board membership, to consider factors that include diversity of perspectives, experience, and backgrounds to be brought to the Board by the individual members. In recent years, National Fuel's Nominating/Corporate Governance Committee, which makes recommendations to the full Board on nominees for director positions, has invited qualified diverse candidates to stand for election to the Board, with successful results. While currently at a full complement of directors, the Board will continue its efforts, when vacancies arise, to attract qualified, diverse Board candidates whose expertise and personal characteristics align with the Company's long term business strategy. This commitment to diversity is reflected in the "Rooney Rule" incorporated into the Company's Process for Identifying and Evaluating Nominees for Director (Exhibit B to the Corporate Governance Guidelines), which provides that, in identifying independent director candidates for nomination to the Board, the Nominating/Corporate Governance Committee, and any search firm it engages, is committed to including in any initial candidate pool qualified diverse candidates. Board member Rebecca Ranich serves as Chair of the Nominating/ Corporate Governance Committee, and women have long occupied National Fuel's top corporate levels. Today, for example, women hold the important positions of Controller and Chief Accounting Officer; Vice President Human Resources; Corporate Responsibility Officer; and Chief Auditor.

Director Independence

The Board of Directors has determined that directors Anderson, Baumann, Carroll, Finch, Jaggers, Ranich, Shaw, Skains, Smith and Tanski are independent, and that Mr. Bauer is not independent due to his current employment relationship with the Company. The Board's determinations of director independence were made in accordance with the listing standards of the New York Stock Exchange (the "NYSE") and SEC regulations.

Board Leadership Structure

Non-management directors meet at regularly scheduled executive sessions without management. In addition, the independent directors met during fiscal 2025, in accordance with NYSE listing standards. The sessions were chaired by Jeffrey W. Shaw, as Lead Independent Director.

In March 2025, the Board of Directors re-elected Mr. Smith as Chairman of the Board and Mr. Bauer as President and Chief Executive Officer. The Board believes this is the optimal leadership structure at this time and reviews and considers this structure at least annually. As in the past, it is the Board's opinion that the stockholders' interests are best served by allowing the Board to retain flexibility to determine the optimal organizational structure for the Company at a given time, including whether the roles of Chairman and CEO should be filled by the same person. At times in the past the roles have been separate and at other times they have been combined. The members of the Board possess considerable experience and unique knowledge of the challenges and opportunities the Company faces, have significant industry experience and are well