National Fuel Gas Co美股招股说明书(2025-12-29版)

National Fuel Gas Company Up to 4,402,513 Shares of Common Stock Offered by Selling Stockholders 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“Shares”) of the common stock, par value $1.00 per share, of National Fuel Gas Company (the “Company”). 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”laws. The selling stockholders will bear all commissions and discounts, if any, attributable to their sale of any Shares. See “Plan of Distribution.” 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 supplement dated December29, 2025. Table of Contents TABLE OF CONTENTS Prospectus Supplement About This Prospectus SupplementWhere You Can Find More InformationInformation We Incorporate by ReferenceSafe Harbor for Forward-Looking StatementsSummaryRisk FactorsUse of ProceedsCertain U.S. Federal Income Tax Considerations for Non-U.S. HoldersSelling StockholdersPlan of DistributionExpertsLegal Matters Prospectus About This ProspectusRisk FactorsNational Fuel Gas CompanyWhere You Can Find More InformationIncorporation by ReferenceUse of ProceedsDescription of Debt SecuritiesDescription of Capital StockDescription of Depositary SharesDescription of Stock Purchase Contracts And Stock Purchase UnitsDescription of UnitsPlan of DistributionExpertsLegal Opinions 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 4,402,513Shares from time to time through any means described in the section entitled “Plan of Distribution.” More specific terms of any securities that theselling stockholders offer and sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of theShares being offered and the terms of the offering. 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 thesections titled “Where You Can Find More Information” and “Information We Incorporate by Reference.” These documents contain importantinformation that you should consider when making your investment decision. 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 haveauthorized for use in connection with this offering. We and the selling stockholders take no responsibility for, and can provide no assurance as to thereliability of, any other information that others may give you. The selling stockholders are offering to sell, and seek