国家燃料气公司美股招股说明书(2025-12-29版)

National Fuel Gas Company Up to 4,402,513 Shares of Common Stock The selling stockholders named in this prospectus supplement or their permitted donees, pledgees, transferees or other successors-in-interest,which we collectively refer to in this prospectus supplement as the “selling stockholders,” may offer and sell from time to time 4,402,513 shares (the The selling stockholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions atprevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the Shares being offered. We will bear allcosts, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “NFG.” The last reported sale price of our commonstock on NYSE on December26, 2025 was $80.93 per share. Investing in our common stock involves certain risks. See “Risk Factors” beginning on page S-3 of this prospectussupplement. You should carefully read this prospectus supplement, as well as any documents incorporated by reference,before you invest in the Shares being offered. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. Prospectus About This ProspectusRisk FactorsNational Fuel Gas CompanyWhere You Can Find More Information Table of Contents About This Prospectus Supplement This prospectus supplement is part of an automatic registration statement on Form S-3 that we have filed with the SEC utilizing a “shelf”registration process available to us as a “well-known seasoned issuer,” as defined in Rule 405 under the Securities Act of 1933 (the “Securities Act”).Under this shelf registration process, the selling stockholders may, from time to time, offer and sell, on a resale basis, the securities described in thisprospectus supplement in one or more offerings. The selling stockholders may use the shelf registration statement to sell up to an aggregate of 4,402,513 We will not receive any proceeds from the sale by the selling stockholders of the Shares offered by them described in this prospectus supplement. Before buying any of the Shares that the selling stockholders are offering, we urge you to carefully read this prospectus supplement, together withthe accompanying prospectus, and all of the information incorporated by reference herein, as well as the additional information described under the We and the selling stockholders have not authorized anyone to provide you with information or to make any representation other than theinformation and representations contained or incorporated by reference in this prospectus supplement and the accompanying prospectus and thedocuments incorporated by reference herein and therein, along with the information contained in any permitted free writing prospectuses we have The selling stockholders are offering to sell, and seeking offers to buy, Shares only in jurisdictions where offers and sales are permitted. Theinformation contained in this prospectus supplement and the accompanying prospectus is accurate only as of the date of this prospectus supplement orthe date of the accompanying prospectus, as applicable, and the information in the documents incorporated by reference in this prospectus supplementand the accompanying prospectus is accurate only as of the date of those respective documents, regardless of the time of delivery of this prospectussupplement and the accompanying prospectus or of any sale of Shares. Our business, financial condition, results of operations and prospects may havechanged since those dates. It is important for you to read and consider all information contained or incorporated by reference in this prospectus References in this prospectus supplement to the terms “we,” “us,” the “Company” or other similar terms mean National Fuel Gas Company and itsconsolidated subsidiaries, unless we state otherwise or the context indicates otherwise. Table of Contents Where You Can Find More Information The Company files annual, quarterly and other reports, proxy statements and other information with the SEC. These SEC filings are available tothe public at the SEC’s website at http://www.sec.gov. Information about the Company is also available on the Company’s website, www.natfuel.com.Other than any SEC filings incorporated by reference in this prospectus supplement and the accompanying prospectus, the information available on the Information We Incorporate by Reference The SEC allows us to incorporate by reference the information we file with them, which means: •incorporated documents are considered part o