{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-25-318423","form_type":"8-K","ticker":"NFG","cik":"0000070145","company_name":"NATIONAL FUEL GAS CO","filed_at":"2025-12-15T23:59:59+00:00","discovered_at":"2026-05-14T18:02:41.936618+00:00","generated_at":"2026-05-16T13:17:10.914630+00:00","sec_items":["1.01","3.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"National Fuel raises $350M in private placement to fund Ohio gas utility acquisition","bullets":["Gross proceeds of $350M from sale of 4.4M shares at $79.50/share; closing expected Dec 17, 2025.","Net proceeds to partially finance the previously announced acquisition of CenterPoint's Ohio regulated gas utility business.","Company states offering satisfies common equity needs for acquisition and supports current investment-grade credit rating.","Shares sold to accredited investors under Rule 506; resale registration to be filed within 15 days after closing.","Wells Fargo Securities and TD Securities acting as placement agents."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-25-318423","json":"https://secwatch.observer/filing/0001193125-25-318423.json","markdown":"https://secwatch.observer/filing/0001193125-25-318423.md","text":"https://secwatch.observer/filing/0001193125-25-318423.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/70145/000119312525318423/0001193125-25-318423-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/70145/000119312525318423/d800810d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T13:17:10.914630+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"05552a2a3731c4dfd330e524c0d5ce6d9afa2c93","claim":"NATIONAL FUEL GAS CO issued 4,402,513 shares of common stock of common stock to certain investors for purchase price of $79.50 per share, gross proceeds of $350 million.","evidence_excerpt":"agreed to sell to the Investors, in a private placement, shares of common stock (the “Offering”). Upon closing of the Offering, the Company expects to receive gross proceeds of $350 million, before deducting fees and expenses, resulting from the sale of 4,402,513 shares of common stock at a purchase price of $79.50 per share. The Offering is expected to close on","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/70145/000119312525318423/0001193125-25-318423-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Shares","value":"4,402,513 shares of common stock"},{"label":"Purchaser","value":"certain investors"},{"label":"Consideration","value":"purchase price of $79.50 per share, gross proceeds of $350 million"}],"fact_type":"equity_issuance"},{"claim_id":"92206b67927bedf7837f0c73cecfdfda4906f0b6","claim":"NATIONAL FUEL GAS CO entered into Subscription Agreement with certain investors valued at $350 million (effective 2025-12-12).","evidence_excerpt":"On December 12, 2025, National Fuel Gas Company (the “Company”) entered into a common stock subscription agreement (the “Subscription Agreement”) with certain investors (the “Investors”) pursuant to which the Company agreed to sell to the Investors, in a private placement, shares of common stock (the “Offering”). Upon closing of the Offering, the Company expects to receive gross proceeds of $350 million","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/70145/000119312525318423/0001193125-25-318423-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"certain investors"},{"label":"Value","value":"$350 million"},{"label":"Effective","value":"2025-12-12"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}