---
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"
generated_at: "2026-05-16T13:17:10.914630+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# National Fuel raises $350M in private placement to fund Ohio gas utility acquisition

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 3.02, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-318423
- JSON: https://secwatch.observer/filing/0001193125-25-318423.json
- Plain text: https://secwatch.observer/filing/0001193125-25-318423.txt

## Key facts
- Equity Issuances
  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.
  - Security: common stock
  - Shares: 4,402,513 shares of common stock
  - Purchaser: certain investors
  - Consideration: purchase price of $79.50 per share, gross proceeds of $350 million
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/70145/000119312525318423/0001193125-25-318423-index.htm
- Material Agreements
  NATIONAL FUEL GAS CO entered into Subscription Agreement with certain investors valued at $350 million (effective 2025-12-12).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain investors
  - Value: $350 million
  - Effective: 2025-12-12
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/70145/000119312525318423/0001193125-25-318423-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.