National Fuel Gas 董事会批准免税分拆上游与集输业务 IUG，拟 2027 年下半年完成上市

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 14, 2026
NATIONAL FUEL GAS COMPANY
(Exact name of registrant as specified in its charter)
New Jersey
1-3880
13-1086010
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
6363 Main Street
,
Williamsville
,
New York
14221
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(716)
857-7000
Former name or former address, if changed since last report: Not Applicable
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol
Name of Each Exchange
on Which Registered
Common Stock, par value $1.00 per share
NFG
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01
Regulation FD Disclosure.
On October 14, 2026, National Fuel Gas Company (the “Company”) issued a press release regarding its plan to separate the Company into two independent, publicly traded companies through a
tax-free
spin-off
of the Company’s Integrated Upstream and Gathering business. A copy of the press release is furnished as part of this Current Report as Exhibit 99.1 and is incorporated herein by reference.
On October 14, 2026, the Company provided an Investor Presentation regarding its separation plan. A copy of the presentation is furnished as part of this Current Report as Exhibit 99.2 and is incorporated herein by reference.
Neither the furnishing of the press release and presentation as exhibits to this Current Report, nor the inclusion in such press release or presentation of any reference to the Company’s internet address shall, under any circumstances, be deemed to incorporate the information available at such internet address into this Current Report. The information available at the Company’s internet address is not part of this Current Report or any other report filed or furnished by the Company with the Securities and Exchange Commission.
The information included under this Item 7.01 (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. This report shall not be deemed an admission as to the materiality of any information in this report that is being disclosed pursuant to Regulation FD.
Item 8.01
Other Events.
On October 14, 2026, the Company announced that the Board of Directors approved a plan to separate the Company into two independent, publicly traded companies through a
tax-free
spin-off
of the Company’s Integrated Upstream and Gathering business. The Company expects to complete the separation during the second half of calendar year 2027, subject to customary conditions, including the filing and effectiveness of applicable filings (including a Form 10 registration statement) with the Securities and Exchange Commission, the completion of financing arrangements, and final approval by the Company’s Board of Directors.
Certain statements contained herein, including statements identified by the use of the words “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “guidance,” “intends,” “may,” “might,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “targets,” “will,” “would”, and variations of such words and similar future or conditional expressions, and statements which are other than statements of historical facts, are intended to identify “forward-looking statements” as defined under U.S. federal securities laws, including, but not limited to, statements, estimates, and projections relating to the potential separation of the Company into two companies (the “Separation”), including the timing and structure of the Separation, the characteristics of the
separated businesses, and the expected benefits of the Separation, future operating and financial performance and long-term strategy, and the assumptions underlying such expected benefits, targets, strategies, and statements.
These forward-looking statements are based on management’s beliefs, expectations, estimates, and projections at the time they are made and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The Company’s expectations, beliefs, and projections contained herein are expressed in good faith and are believed to have a reasonable basis, but there can be no assurance that such expectations, beliefs, or projections will result or be achieved or accomplished. There can be no guarantees with respect to whether the Separation will be completed.
In addition to other factors, the following are among the important factors that could cause actual results to differ materially from those discussed in the forward-looking statements: the ability to effect the Separation and to meet the conditions related thereto; the ability to obtain any consents or approvals required to complete the Separation; the ability of the separated companies to each succeed as standalone publicly traded companies; negative effects of the announcement or pendency of the Separation on the market price of the Company’s securities and/or on the Company’s financial performance; the possibility that the Separation will not achieve its intended benefits; the possibility of disruption, including disputes, litigation, or unanticipated costs in connection with the Separation; the impact of the Separation on the Company’s businesses and the risk that the Separation may be more difficult, time-consuming, or costly than expected, including the impact on the Company’s resources, systems, procedures, and controls, diversion of management’s attention, and the impact and possible disruption of existing relationships with regulators, customers, suppliers, employees, and other business counterparties; the ability to achieve anticipated capital structures in connection with the Separation; the ability to achieve anticipated credit ratings in connection with the Separation; the ability to achieve anticipated tax treatments in connection with the Separation and future, if any, divestitures, mergers, acquisitions, and other portfolio changes, and the impact of changes in relevant tax and other laws and regulations; changes in laws, regulations, or judicial interpretations to which the Company is subject, including those involving derivatives, taxes, safety, employment, climate change, other environmental matters, real property, and exploration and production activities such as hydraulic fracturing; governmental/regulatory actions, initiatives, and proceedings, including those involving rate cases (which address, among other things, target rates of return, rate design, retained natural gas, and system modernization), environmental/safety requirements, affiliate relationships, industry structure, and franchise renewal; changes in economic conditions, including the imposition of additional tariffs on U.S. imports and related retaliatory tariffs, inflationary pressures, supply chain issues, liquidity challenges, and global, national, or regional recessions, and their effect on the demand for, and customers’ ability to pay for, the Company’s products and services; the Company’s ability to complete strategic transactions, and to recognize the anticipated benefits of such transactions; governmental/regulatory actions and/or market pressures to reduce or eliminate reliance on natural gas; the Company’s ability to estimate accurately the time and resources necessary to meet emissions targets; changes in the price of natural gas; impairments under the SEC’s full cost ceiling test for natural gas reserves; the
creditworthiness or performance of the Company’s key suppliers, customers, and counterparties; financial and economic conditions, including the availability of credit, and occurrences affecting the Company’s ability to obtain financing on acceptable terms for working capital, capital expenditures, other investments, and acquisitions, including any downgrades in the Company’s credit ratings and changes in interest rates and other capital market conditions; negotiations with the collective bargaining units representing the Company’s workforce, including potential work stoppages during negotiations; changes in price differentials between similar quantities of natural gas sold at different geographic locations, and the effect of such changes on commodity production, revenues, and demand for pipeline transportation capacity to or from such locations; the impact of information technology disruptions, cybersecurity, or data security breaches, including the impact of issues that may arise from the use of artificial intelligence technologies; factors affecting the Company’s ability to successfully identify, drill for, and produce economically viable natural gas reserves, including, among others, geology, lease availability and costs, title disputes, weather conditions, water availability and disposal or recycling opportunities of used water, shortages, delays, or unavailability of equipment and services required in drilling operations, insufficient gathering, processing, and transportation capacity, the need to obtain governmental approvals and permits, and compliance with environmental laws and regulations; increased costs, delays, or changes in plans with respect to Company projects or related projects of other companies, as well as difficulties or delays in obtaining necessary governmental approvals, permits or orders or in obtaining the cooperation of interconnecting facility operators; increasing health care costs and the resulting effect on health insurance premiums and on the obligation to provide other post-retirement benefits; other changes in price differentials between similar quantities of natural gas having different quality, heating value, hydrocarbon mix or delivery date; the cost and effects of legal and administrative claims against the Company or activist shareholder campaigns to effect changes at the Company; uncertainty of natural gas reserve estimates; significant differences between the Company’s projected and actual production levels for natural gas; changes in demographic patterns and weather conditions, including those related to climate change; changes in the availability, price, or accounting treatment of derivative financial instruments; changes in laws, actuarial assumptions, the interest rate environment, and the return on plan/trust assets related to the Company’s pension and other post-retirement benefits, which can affect future funding obligations and costs and plan liabilities; economic disruptions or uninsured losses resulting from major accidents, fires, severe weather, natural disasters, terrorist activities, or acts of war, as well as economic and operational disruptions due to third-party outages; significant differences between the Company’s projected and actual capital expenditures and operating expenses; increasing costs of insurance, changes in coverage, and the ability to obtain insurance; other factors described in the risk factors set forth in the Company’s filings with the U.S. Securities and Exchange Commission, including the Company’s most recently filed Annual Report on Form
10-K
and subsequent Current Reports on Form
8-K
and Quarterly Reports on Form
10-Q.
Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation, and disclaims any duty, to update, revise, or withdraw any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by applicable law or regulation.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit 99.1
Press Release issued October 14, 2026
Exhibit 99.2
Investor Presentation, dated October 14, 2026
Exhibit 104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NATIONAL FUEL GAS COMPANY
By:
/s/ Lee E. Hartz
Lee E. Hartz
General Counsel and Secretary
Dated: October 14, 2026

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EX-99.1
2
d100431dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
NEWS RELEASE
Media Contact:
Karen Merkel |
716-857-7654
Analyst Contact:
Ryan Vossler |
716-857-7158
National Fuel Gas Company Announces Plan to
Separate Its Integrated
Upstream and Gathering Business
Separation to Create Two High-Quality Public Companies, Each with Strong Financial
Profiles, Distinct Growth Strategies and Long-Term Value Creation Opportunities
◾
National Fuel’s Integrated Upstream and Gathering business (“IUG”) will become an independent
public company focused solely on its highly integrated, Appalachian upstream and gathering natural gas assets.
◾
Post-separation, National Fuel will be a 100% rate-regulated natural gas company with utility as well as
interstate pipeline and storage, assets across Ohio, New York, and Pennsylvania.
◾
The separation is expected to be completed in the second half of 2027 and effected through a
tax-free
distribution of at least 80.1% of IUG shares to National Fuel shareholders.
◾
The Company will host a conference call to discuss the planned separation on October 14, 2026 at 9:00 a.m.
ET.
WILLIAMSVILLE, N.Y., (Oct. 14, 2026) —
National Fuel Gas Company (NYSE: NFG) (“National Fuel” or the
“Company”) today announced its Board of Directors approved a plan to separate the Company into two independent, publicly traded companies through a
tax-free
spin-off
of the Company’s Integrated Upstream and Gathering business. Upon completion of the transaction, National Fuel shareholders will own shares in both National Fuel and IUG.
As independent, focused entities, each publicly traded company will have significant scale and a strong financial profile, positioning each to deliver
long-term growth and sustainable value creation for investors, customers, and employees. The stand-alone businesses are expected to benefit from:
•
Greater capital allocation flexibility to pursue each company’s distinct growth opportunities and
shareholder return priorities, supported by highly experienced leadership teams, strong balance sheets, and more tailored capital structures.
•
Preserving the key benefits of integration that each business realizes today, including the capital efficiencies
provided by IUG’s integrated upstream and gathering operations, and critical operating synergies that support customer affordability and commercial benefits across National Fuel’s regulated businesses.
•
Clearer, more compelling equity stories that increase visibility among investors and research analysts and align
each public company with its natural investor base.
“Our integrated business model has provided us significant benefits for many
years, including the financial capacity and cash flow generation to support transformative acquisitions and strategic investments across the Company. Following the recent closing of our Ohio gas utility acquisition, each business is now a scaled
platform, and post-separation, is expected to have the financial strength to best capitalize on the long-term growth opportunities as independent companies,” said David P. Bauer, President and Chief Executive Officer of National Fuel.
-more-
“After a thorough review, we believe now is the right time to take the next step in National
Fuel’s evolution, with the
tax-free
separation of IUG positioning the two standalone businesses to build on their strong foundations and pursue the significant opportunities we see across the natural gas
value chain.”
National Fuel: 100% regulated natural gas platform, with highly strategic, growing integrated utility and interstate pipeline and
storage assets in constructive regulatory jurisdictions
Post-separation, National Fuel will be a fully regulated natural gas business with nearly
$5 billion of rate base. National Fuel’s natural gas utilities serve 1.1 million customers across Ohio, New York and Pennsylvania, and its FERC-regulated pipeline and storage business will provide nearly 5 Bcf per day of contracted
natural gas transportation capacity and 77 Bcf of fully contracted natural gas storage services.
Today, National Fuel operates across constructive
regulatory jurisdictions, with significant long-term investment opportunities that are underpinned by ongoing infrastructure modernization programs in each jurisdiction. Additionally, increased natural gas demand, including data center and power
generation needs within our operating footprint, is accelerating the need for new pipeline and storage infrastructure. Together, the importance of continually investing in safety and reliability, along with meeting increasing regional demand for
natural gas, is driving a strong outlook for growth across these businesses.
National Fuel will continue to benefit from maintaining key operating
synergies across its utility and FERC-regulated businesses. From a financial perspective, this business is expected to maintain a strong balance sheet, targeting investment grade credit metrics expected to be in line with some of the strongest in
the utility sector, with no expected need to raise incremental equity capital over the next five years based on current capital plans. This will provide the company with significant financial flexibility to execute on its long-term growth
opportunities. In addition, National Fuel plans to maintain a capital return policy consistent with utility peers.
The existing management teams at both
the Utility and Pipeline and Storage businesses are also expected to remain in place, including David P. Bauer as President and Chief Executive Officer, and Timothy J. Silverstein as Treasurer and Chief Financial Officer. This provides National Fuel
with the continuity of a highly experienced senior leadership team that has a proven track record of operating safely, maintaining strong regulatory relationships, and executing on its financial plans, all while maintaining customer rates among the
lowest in its operating jurisdictions.
Taken together, these attributes are expected to provide National Fuel investors with a compelling risk-adjusted
return proposition, underpinned by attractive, predictable growth, and stable cash flows which support a strong financial foundation.
Integrated
Upstream and Gathering: A premier, integrated Appalachian natural gas business with high-quality assets, and
top-tier
inventory depth and capital efficiency trends
Post-separation, IUG will be a leading integrated,
low-cost,
upstream natural gas business, with approximately
1.2 million total net acres in Appalachia and approximately 1.1 Bcf per day of net natural gas production. IUG’s wholly owned gathering assets transport the vast majority of its production, creating a durable competitive advantage through
lower costs, greater operating control, and enhanced capital efficiency. With approximately 5 Tcf of proved natural gas reserves, and more than 25 years of development inventory at very low breakeven prices, IUG is well positioned to build upon its
top-tier
capital efficiency trends and create long-term value through disciplined capital allocation.
-more-
Since transitioning its development program to its Eastern Development Area in 2023, IUG has delivered
capital efficiency improvements of approximately 25%, enabling IUG to generate increased production and free cash flow per dollar invested. Combined with its integrated gathering platform and portfolio of firm transportation capacity that provides
access to premium markets, IUG is expected to maintain a highly-competitive cash operating cost structure with market access advantages that support high cash margins and long-term value creation.
As an independent entity, IUG is expected to have a strong balance sheet, providing the flexibility to optimize capital allocation, efficiently develop its
premier drilling inventory, and pursue targeted growth opportunities. IUG will continue to be led by its current team, including Seneca Resources and NFG Midstream President, Justin I. Loweth, who will become Chief Executive Officer of the new
company. Maintaining the continuity of the experienced IUG leadership team will further enhance the company’s ability to deliver on its history of operational excellence. The combination of a more focused business model, an experienced
management team, and a high-quality resource base positions IUG to execute its strategy from day one as an independent company.
Transaction Details
National Fuel intends to separate IUG through a pro rata distribution of shares of IUG to National Fuel shareholders in a manner that is intended to
be
tax-free
for National Fuel and its shareholders for U.S. federal income tax purposes. National Fuel expects to retain an ownership stake of up to 19.9% in IUG after the completion of the
spin-off,
which it intends to dispose of in a
tax-efficient
manner to further strengthen its investment grade balance sheet.
National Fuel expects to complete the separation during the second half of calendar year 2027, subject to customary conditions, including the filing and
effectiveness of applicable filings (including a Form 10 registration statement) with the Securities and Exchange Commission, the completion of financing arrangements, and final approval by National Fuel’s Board of Directors.
The Company intends to provide formal guidance for fiscal 2027 in connection with its fourth quarter earnings release in November 2026. IUG will continue to
be included in National Fuel’s consolidated financial results until the separation is completed.
Advisors
Goldman Sachs & Co. LLC is serving as financial advisor, and Veriten LLC served as independent strategic advisor. Skadden, Arps, Slate,
Meagher & Flom LLP is serving as legal counsel.
Conference Call Details
A conference call to discuss the separation will be held on Wednesday, October 14, 2026, at 9:00 a.m. ET. All participants must
pre-register
to join this conference using the
Participant Registration link
.
A webcast link to the
conference will be provided under the Events Calendar on the NFG Investor Relations website at
investor.nationalfuelgas.com
.
-more-
A replay will be available following the call through the end of the day, Wednesday, October 21, 2026.
To access the replay, dial
1-833-309-1852
and provide Access Code 661718761.
An investor presentation regarding the planned separation has been posted on the NFG Investor Relations website at
investor.nationalfuelgas.com
.
About National Fuel Gas Company
National Fuel is a
diversified energy company headquartered in Western New York that currently operates an integrated collection of natural gas assets across three operating segments: Integrated Upstream and Gathering, Pipeline and Storage, and Utility. Additional
information about National Fuel is available at
www.nationalfuel.com
.
Cautionary Statements
Certain statements contained herein, including statements identified by the use of the words “anticipates,” “believes,”
“could,” “estimates,” “expects,” “forecasts,” “guidance,” “intends,” “may,” “might,” “outlook,” “plans,” “potential,”
“predicts,” “projects,” “seeks,” “targets,” “will,” “would”, and variations of such words and similar future or conditional expressions, and statements which are other than
statements of historical facts, are intended to identify “forward-looking statements” as defined under U.S. federal securities laws, including, but not limited to, statements, estimates, and projections relating to the potential
separation of the Company into two companies (the “Separation”), including the timing and structure of the Separation, the characteristics of the separated businesses, and the expected benefits of the Separation, future operating and
financial performance and long-term strategy, and the assumptions underlying such expected benefits, targets, strategies, and statements. These forward-looking statements are based on management’s beliefs, expectations, estimates, and
projections at the time they are made and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed in the
forward-looking statements. The Company’s expectations, beliefs, and projections contained herein are expressed in good faith and are believed to have a reasonable basis, but there can be no assurance that such expectations, beliefs, or
projections will result or be achieved or accomplished. There can be no guarantees with respect to whether the Separation will be completed. In addition to other factors, the following are among the important factors that could cause actual results
to differ materially from those discussed in the forward-looking statements: the ability to effect the Separation and to meet the conditions related thereto; the ability to obtain any consents or approvals required to complete the Separation; the
ability of the separated companies to each succeed as standalone publicly traded companies; negative effects of the announcement or pendency of the Separation on the market price of the Company’s securities and/or on the Company’s
financial performance; the possibility that the Separation will not achieve its intended benefits; the possibility of disruption, including disputes, litigation, or unanticipated costs in connection with the Separation; the impact of the Separation
on the Company’s businesses and the risk that the Separation may be more difficult, time-consuming, or costly than expected, including the impact on the Company’s resources, systems, procedures, and controls, diversion of
management’s attention, and the impact and possible disruption of existing relationships with regulators, customers, suppliers, employees, and other business counterparties; the ability to achieve anticipated capital structures in connection
with the
-more-
Separation; the ability to achieve anticipated credit ratings in connection with the Separation; the ability to achieve anticipated tax treatments in connection with the Separation and future, if
any, divestitures, mergers, acquisitions, and other portfolio changes, and the impact of changes in relevant tax and other laws and regulations; changes in laws, regulations, or judicial interpretations to which the Company is subject, including
those involving derivatives, taxes, safety, employment, climate change, other environmental matters, real property, and exploration and production activities such as hydraulic fracturing; governmental/regulatory actions, initiatives, and
proceedings, including those involving rate cases (which address, among other things, target rates of return, rate design, retained natural gas, and system modernization), environmental/safety requirements, affiliate relationships, industry
structure, and franchise renewal; changes in economic conditions, including the imposition of additional tariffs on U.S. imports and related retaliatory tariffs, inflationary pressures, supply chain issues, liquidity challenges, and global,
national, or regional recessions, and their effect on the demand for, and customers’ ability to pay for, the Company’s products and services; the Company’s ability to complete strategic transactions, and to recognize the
anticipated benefits of such transactions; governmental/regulatory actions and/or market pressures to reduce or eliminate reliance on natural gas; the Company’s ability to estimate accurately the time and resources necessary to meet emissions
targets; changes in the price of natural gas; impairments under the SEC’s full cost ceiling test for natural gas reserves; the creditworthiness or performance of the Company’s key suppliers, customers, and counterparties; financial and
economic conditions, including the availability of credit, and occurrences affecting the Company’s ability to obtain financing on acceptable terms for working capital, capital expenditures, other investments, and acquisitions, including any
downgrades in the Company’s credit ratings and changes in interest rates and other capital market conditions; negotiations with the collective bargaining units representing the Company’s workforce, including potential work stoppages
during negotiations; changes in price differentials between similar quantities of natural gas sold at different geographic locations, and the effect of such changes on commodity production, revenues, and demand for pipeline transportation capacity
to or from such locations; the impact of information technology disruptions, cybersecurity, or data security breaches, including the impact of issues that may arise from the use of artificial intelligence technologies; factors affecting the
Company’s ability to successfully identify, drill for, and produce economically viable natural gas reserves, including, among others, geology, lease availability and costs, title disputes, weather conditions, water availability and disposal or
recycling opportunities of used water, shortages, delays, or unavailability of equipment and services required in drilling operations, insufficient gathering, processing, and transportation capacity, the need to obtain governmental approvals and
permits, and compliance with environmental laws and regulations; increased costs, delays, or changes in plans with respect to Company projects or related projects of other companies, as well as difficulties or delays in obtaining necessary
governmental approvals, permits or orders or in obtaining the cooperation of interconnecting facility operators; increasing health care costs and the resulting effect on health insurance premiums and on the obligation to provide other
post-retirement benefits; other changes in price differentials between similar quantities of natural gas having different quality, heating value, hydrocarbon mix or delivery date; the cost and effects of legal and administrative claims against the
Company or activist shareholder campaigns to effect
-more-
changes at the Company; uncertainty of natural gas reserve estimates; significant differences between the
Company’s projected and actual production levels for natural gas; changes in demographic patterns and weather conditions, including those related to climate change; changes in the availability, price, or accounting treatment of derivative
financial instruments; changes in laws, actuarial assumptions, the interest rate environment, and the return on plan/trust assets related to the Company’s pension and other post-retirement benefits, which can affect future funding obligations
and costs and plan liabilities; economic disruptions or uninsured losses resulting from major accidents, fires, severe weather, natural disasters, terrorist activities, or acts of war, as well as economic and operational disruptions due to
third-party outages; significant differences between the Company’s projected and actual capital expenditures and operating expenses; increasing costs of insurance, changes in coverage, and the ability to obtain insurance; other factors
described in the risk factors set forth in the Company’s filings with the U.S. Securities and Exchange Commission, including the Company’s most recently filed Annual Report on Form
10-K
and
subsequent Current Reports on Form
8-K
and Quarterly Reports on Form
10-Q.
Forward-looking statements speak only as of the date on which they are made, and the Company
undertakes no obligation, and disclaims any duty, to update, revise, or withdraw any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by applicable law or regulation.
###

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EX-99.2
3
d100431dex992.htm
EX-99.2
EX-99.2
NFG to Separate Integrated Upstream
and Gathering Business October 14, 2026 Exhibit 99.2
Today’s Presenters David P.
Bauer President and Chief Executive Officer National Fuel Gas Company Timothy J. Silverstein Treasurer and Chief Financial Officer National Fuel Gas Company Justin I. Loweth President Seneca Resources and NFG Midstream (Integrated Upstream and
Gathering)
Today’s Strategic Update
NFG’s Board of Directors approved a plan to separate its Integrated Upstream and Gathering (“IUG”) business Separation will create two scaled, financially strong companies with dedicated management teams, tailored capital
allocation frameworks, and clearer pathways to long-term value creation Post-separation, National Fuel (“RemainCo”) becomes a 100% rate-regulated company with natural gas utility and interstate pipeline and storage assets across Ohio,
New York, and Pennsylvania IUG becomes a pure-play, highly-integrated Appalachian natural gas upstream and gathering company Separation will be effected through a tax-free distribution of at least 80.1% of IUG shares to National Fuel shareholders
NFG expects to retain an ownership stake of up to 19.9% in IUG after the completion of the spin, which it intends to dispose of in a tax-efficient manner National Fuel shareholders will retain NFG shares and receive IUG shares on a pro rata basis
Both independent companies are expected to have strong balance sheets tailored to each business’s financial profile Separation is expected to be completed in the second half of calendar year 2027
Two Scaled, Premier Independent
Natural Gas Companies Includes Tioga Pathway Project and Shippingport Lateral Project expected in-service November 1, 2026. References NYMEX Henry Hub prices to breakeven assuming a PV-10 value. Assumes an average of 25 to 30 wells brought
online/year, which is equivalent to current pace. NFG expects no need to raise incremental equity capital over the next five years based on current capital plans. National Fuel Shareholders National Fuel 100% rate-regulated company with natural gas
utility and interstate pipeline and storage businesses ~1.1 Million Utility Customers 77 Bcf Fully-Contracted Storage Capacity ~5 Bcf/d Contracted Firm Transportation Capacity ~1.1 Bcf/d Net Natural Gas Production Integrated Upstream & Gathering
Highly-integrated Appalachian natural gas upstream and gathering company 25+ years Marcellus and Utica Inventory @ $2.25 NYMEX ~1.0 Bcf/d Firm Transportation Capacity ~$5 Billion Rate Base $0.53 / Mcfe Top-Tier Cash Operating Costs #1 Customer
Affordability Lowest Delivery Rates in NY & PA ~5.0 Tcfe Total Proved Reserves Preserving Key Benefits of Integration that Each Business Realizes Today $0 Projected Equity Needs(3) >25% Improvement in Capital Efficiency Trends Since 2023 (1)
(2)
Transitioned Development Focus to EDA
2023 NFG Has Built Two Businesses Positioned for Future Growth 2026 Strong Industry Backdrop Expected to Provide Growth Opportunities Across the Natural Gas Value Chain Execution of Strategic Plans and Opportunistic M&A Have Built Scale and
Strengthened Each Business Heightened focus on energy security, reliability, and resiliency Natural gas is critical fuel to meet growing demand for affordable energy Shell Appalachia Acquisition 2020 SWN Tioga Acquisition 2023 California Asset
Divestiture 2022 CenterPoint Ohio Acquisition Closed 2026 FM100 Modernization & Expansion Project 2021 Tioga Pathway Project Announcement 2023 Shippingport Lateral Project Announcement 2025 Addition of Upper Utica Zone to Drilling Inventory 2025
Integrated Upstream & Gathering Highly-integrated Appalachian natural gas upstream and gathering company National Fuel 100% rate-regulated company with natural gas utility and interstate pipeline and storage assets Rate Base(1): $2.1 B ~$5.0 B
Production(1): 0.6 Bcf/d 1.1 Bcf/d Line N System Upgrade Project Announcement 2026 Accelerating demand for energy and power generation Expanding data center buildout 2020 2021 2022 2023 2024 2025 Empire North Project 2020 Initiated Discretionary
Land Program 2026 As of FY 2019; excludes NFG Ohio rate base.
Key Investment Highlights Premier
asset base supported by integrated, low-cost operations, peer-leading inventory depth and long-term growth potential 25+ years of development inventory at PV-10 breakeven prices of less than $2.25/MMBtu(1) Significant free cash flow generation
supports shareholder returns, balance sheet strength, and long-term value creation Firm transportation portfolio provides ~1.5 Bcf/d by 2030 to premium-priced demand markets and supports future production growth Demonstrated capital efficiency
gains, with >25% improvement since 2023, with further improvement expected over time National Fuel Integrated Upstream and Gathering Durable earnings growth driven by supportive ratemaking backdrop all jurisdictions – Ohio, New York,
Pennsylvania, and FERC Under development expansion projects and long-term visibility for system modernization investments support 5-7% rate base growth outlook Expected to have strong investment grade credit rating in line with best-in-class peers
with no expected incremental equity needs over the next five years Long history of delivering industry-leading affordability resulting from focus on controlling costs and benefits of integrated regulated operations Long-term natural gas demand
growth supports additional infrastructure expansion potential Two Scaled, Well-Positioned Companies Built for Long-Term Success References NYMEX Henry Hub prices to breakeven assuming a PV-10 value. Assumes an average of 25 to 30 wells brought
online/year, which is equivalent to current pace.
Separation Enhances Long-Term Value
Potential for Each Business Distinct Strategic Priorities Optimized Capital Allocation Tailored Capital Structures Clear Equity Stories Dedicated strategies align with the distinct dynamics of each individual business Greater capital allocation
flexibility to maximize balance sheet capacity, growth opportunities and shareholder returns Capital structure and cost of capital aligned with each company’s unique business profile Highlights compelling equity stories, strengthening
alignment of each public company with its natural investor base Key benefits of integration that each business realizes today are preserved under a separation Enhanced Strategic Focus Greater Financial Flexibility Natural Investor Alignment
Additional Pathways for Growth Long-Term Value Enhancement
Integrated Upstream and Gathering
Overview
IUG: A Premier Integrated Appalachian
Natural Gas Company Reported annually as of September 30, 2025. Average net production and throughput for the three months ended June 30, 2026. References NYMEX Henry Hub prices to breakeven assuming a PV-10 value. Assumes an average of 25 to 30
wells brought online/year, which is equivalent to current pace. Total Net Acres (Pennsylvania): ~1.2 million Total Proved Reserves: 5.0 Tcfe(1) Current Net Production: ~1.1 Bcf/d(2) Current Firm Transportation: ~1.0 Bcf/d 25+ years of inventory with
breakeven prices below $2.25/MMBtu(3) Wholly-owned integrated gathering infrastructure provides a durable cost advantage, supporting top-tier cash operating costs of ~$0.53/Mcfe Western Development Area Eastern Development Area Eastern Development
Area ~310,000 Acres Development Zones: Marcellus, Utica Western Development Area ~920,000 Acres (mostly owned in fee) Development Zones: Marcellus, Utica OTHER PIPELINES SENECA ACREAGE NFG GATHERING
Peer-Leading Inventory Depth at Low
Breakeven Prices Assumes an average of 25 to 30 wells brought online/year, which is equivalent to current pace. Enverus research is at $2.75 breakevens as of the most recent report published on September 24, 2026. Peers include AR, Ascent, CNX, EQT,
EXE, GPOR, RRC. Eastern Development Area Western Development Area IUG Analysis: >25 Years of Inventory @ <$2.25 Breakevens Enverus Analysis Validates Industry-Leading Inventory Depth Enverus Peers(2) PV10% Breakeven at Various NYMEX prices
($/MMBtu)
Top-Tier Cost Structure and Capital
Efficiency Trends Capital Efficiency defined as Integrated Upstream and Gathering Capital Expenditures less Acquisitions, Discretionary Land Spend, and Third-Party Midstream investments, divided by Seneca net production. FY23 capex reflects the
netting of $150 million related to acquisition of upstream assets and acreage from total capital expenditures. FY24 capex reflects the netting of $6 million related to the acquisition of assets from UGI from E&P capex of $536 million. FY26E
excludes $20 - $40 MM of discretionary land spending. >25% Reduction FY23 to FY26E >15% Continued Improvement Expected Capital Efficiency ($/Mcfe)(1) FY26E Integrated Operating Expense ($/Mcfe)
Growing Portfolio of Valuable Firm
Transportation Marketing Portfolio Has Premium Market Access(1) New FT Enhances Long-Term Marketing Portfolio: Northern Markets ~30% of total Southeast, Gulf Coast ~20% of total Northeast ~20% of total Percentages in chart indicate expected firm
transportation capacity as of fiscal 2030. Includes FT increase of 100 MDth/d in FY26 (Premium PA Markets and Gulf Coast), and expected increases of 215 MDth/d in FY27 (Premium PA Markets and Gulf Coast) and 275 MDth/d in FY28-30 (Premium PA Markets
and Gulf Coast). NE Supply Divers. 50 MDth/d Niagara Expansion (TGP & NFG - Supply) 170 MDth/d Atlantic Sunrise (Transco) 189 MDth/d Tioga County Extension (NFG - Empire) 200 MDth/d Premium PA Markets ~30% of total Premium PA Markets 490 MDth/d
~1.0 Bcf/d ~1.5 Bcf/d Gulf Coast 100 MDth/d Leidy South (Transco & NFG - Supply) 330 MDth/d Supports future production growth with egress from Tioga County Minimizes spot exposure (together with in-basin firm sales) Increases optionality and
connectivity to premium markets Data centers (Western PA, Mid-Atlantic) Gulf Coast (LNG exports, industrial markets)
National Fuel Gas Company
(RemainCo) Overview
National Fuel: A Premier Fully
Regulated Natural Gas Company Natural Gas Utility and Interstate Pipeline & Storage Projected as of December 31, 2026. Reported annually as of September 30, 2025, and includes short-term and long-term contracted capacity. Includes Tioga Pathway
Project and Shippingport Lateral Project. 100% rate-regulated natural gas utility, interstate pipeline and storage company in cold weather climates with constructive regulatory jurisdictions Utility business serves ~1.1 million customers ~5 Bcf/d(2)
of FERC-regulated contracted transportation capacity, including ~0.4 Bcf/d(3) of expansion projects expected to go in service November 1, 2026 ~77 Bcf(2) of fully-contracted natural gas storage capacity Significant long-term modernization and
expansion investment opportunities Ongoing focus on customer affordability, with integrated operations driving lower operating costs ~$5 B NY $1.1 PA $0.5 OH $1.6 FERC $1.7 Total Rate Base ($B)(1)
Constructive Regulatory Backdrop
Supports Long-Term Investments Well-established utility regulatory rate mechanisms provide timely return on invested capital OH Infrastructure (DRR/CEP) Riders NY System Modernization Tracker PA Distribution System Improvement Charge Pipeline and
storage modernization focused on system integrity, reliability and continued safe operations Straight-fixed variable rate structure limits throughput risk, enhancing earnings and cash flow predictability Predictable, recurring investment supporting
safe and reliable natural gas service Competitive market positioning with ongoing expansions that will further enhance relative scale Stable Modernization Program Utility modernization investment expected to nearly double with Ohio acquisition
Expanding Regulated Growth Opportunities ($MM) Scale In Line with Gas Utility Peers(1) (1) Peers include NJR, OGS, SR, SWX and UGI. Projected as of December 31, 2026. Increase driven by interstate pipeline expansion projects (2) Rate Base Unlike
pure-play utility peers, no equity needs expected over next 5 years Capital Expenditures
Pipeline Platform Positioned to
Serve Growing Gas Demand ~3 Bcf/d of NFG Expansion Projects Since 2010 Strategically located infrastructure connects Appalachian supply with key demand markets Structural demand growth is expected to increase the need for reliable gas supply Rising
power generation demand Data center development Industrial and manufacturing growth LNG export growth Canadian Markets Northeast Markets Mid-Atlantic Markets Gulf Coast Markets Midwest Markets Includes Tioga Pathway Project and Shippingport Lateral
expected in-service November 2026, and Line N System Upgrade Project expected in-service November 2028. In-Basin Demand
Long History of Delivering
Industry-Leading Affordability Based on 2025 average monthly residential bill data posted on company websites required by the NYPSC. Chart reflects NY Large Gas Utilities Monthly Bill Residential Heating (based on 100 Mcf annually). Based on
analysis of 2025 PAPUC Annual Rate Comparison Report, which includes data for average monthly residential bills for January 2025. Chart reflects PA Large Gas Utilities Monthly Bill Residential Heating (based on 15 Mcf annually). Based on PUCO
Utility Rate Survey Dashboard data pulled on 7/6/2026. Chart reflects OH Large Gas Utilities Monthly Bill Residential Heating (based on 15 Mcf annually). New York Pennsylvania #1 out of 9 Gas Utilities(1) #1 out of 6 Gas Utilities(2) Ohio #2 out of
4 Gas Utilities(3) Long History of Operating Efficiency and Focus on Strategic Infrastructure Modernization Have Led to Peer-Leading Utility Affordability Following the transaction close in October 2026, focus will be on enhancing future
affordability
Financial Profile & Transaction
Details
Enhanced Financial Profile
High-quality resource base, efficiently capitalized for disciplined growth and long-term shareholder returns Compelling rate-regulated return proposition, driven by stable cash flows, predictable growth, and a strong credit profile Expect strong
balance sheet and improved investment grade credit metrics, in line with some of the strongest peers in the utility sector Strong leverage profile and hedge book designed to provide the flexibility to navigate volatile market cycles National Fuel
IUG Credit Profile Return of Capital Financing Needs Dividend policy expected to be consistent with utility peers, with visibility towards above-average dividend per share growth No expected need to raise incremental equity capital over the next
five years based on current capital plans Significant free cash flow generation expected through commodity cycles, supporting balance sheet strength, share repurchases, and disciplined growth Disciplined use of free cash flow, balancing leverage
reduction with growth and share repurchases
Transaction Details & Expected
Timing Transaction Structure Separation expected to be effected through a tax-free distribution of IUG shares to National Fuel shareholders National Fuel shareholders will retain National Fuel shares and receive IUG shares on a pro rata basis
Retained Ownership National Fuel expects to retain up to a 19.9% ownership interest in IUG and intends to dispose of in a tax-efficient manner Monetization proceeds expected to further strengthen National Fuel’s investment grade balance sheet
Leadership & Governance Each company to have a dedicated management team and board of directors National Fuel: David P. Bauer to remain President and Chief Executive Officer; Timothy J. Silverstein to remain Treasurer and Chief Financial Officer
IUG: Justin Loweth to become Chief Executive Officer Closing Conditions Final approval by National Fuel’s Board of Directors Form 10 effectiveness Completion of financing arrangements Favorable tax treatment and other customary conditions
Expected Timing Targeted for completion in the second half of calendar year 2027
Enhancing Value Through Strategic
Separation ü Long-term natural gas demand fundamentals create meaningful opportunities across both companies ü Separation preserves the key benefits of integration that each standalone business realizes today ü Distinct investment
opportunities aligned with each company’s natural investor base ü Greater strategic and financial flexibility to pursue targeted growth and capital allocation priorities ü Strong businesses built through a track record of disciplined
strategic investment and execution Separation unlocks strategic flexibility and enhances long-term value creation potential
Safe Harbor For Forward Looking
Statements Certain statements contained herein, including statements identified by the use of the words “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,”
“guidance,” “intends,” “may,” “might,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “targets,”
“will,” “would”, and variations of such words and similar future or conditional expressions, and statements which are other than statements of historical facts, are intended to identify “forward-looking
statements” as defined under U.S. federal securities laws, including, but not limited to, statements, estimates, and projections relating to the potential separation of the Company into two companies (the “Separation”), including
the timing and structure of the Separation, the characteristics of the separated businesses, and the expected benefits of the Separation, future operating and financial performance and long-term strategy, and the assumptions underlying such expected
benefits, targets, strategies, and statements. These forward-looking statements are based on management’s beliefs, expectations, estimates, and projections at the time they are made and are not guarantees of future performance. Forward-looking
statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The Company’s expectations, beliefs, and projections contained herein are
expressed in good faith and are believed to have a reasonable basis, but there can be no assurance that such expectations, beliefs, or projections will result or be achieved or accomplished. There can be no guarantees with respect to whether the
Separation will be completed. In addition to other factors, the following are among the important factors that could cause actual results to differ materially from those discussed in the forward-looking statements: the ability to effect the
Separation and to meet the conditions related thereto; the ability to obtain any consents or approvals required to complete the Separation; the ability of the separated companies to each succeed as standalone publicly traded companies; negative
effects of the announcement or pendency of the Separation on the market price of the Company’s securities and/or on the Company’s financial performance; the possibility that the Separation will not achieve its intended benefits; the
possibility of disruption, including disputes, litigation, or unanticipated costs in connection with the Separation; the impact of the Separation on the Company’s businesses and the risk that the Separation may be more difficult,
time-consuming, or costly than expected, including the impact on the Company’s resources, systems, procedures, and controls, diversion of management’s attention, and the impact and possible disruption of existing relationships with
regulators, customers, suppliers, employees, and other business counterparties; the ability to achieve anticipated capital structures in connection with the Separation; the ability to achieve anticipated credit ratings in connection with the
Separation; the ability to achieve anticipated tax treatments in connection with the Separation and future, if any, divestitures, mergers, acquisitions, and other portfolio changes, and the impact of changes in relevant tax and other laws and
regulations; changes in laws, regulations, or judicial interpretations to which the Company is subject, including those involving derivatives, taxes, safety, employment, climate change, other environmental matters, real property, and exploration and
production activities such as hydraulic fracturing; governmental/regulatory actions, initiatives, and proceedings, including those involving rate cases (which address, among other things, target rates of return, rate design, retained natural gas,
and system modernization), environmental/safety requirements, affiliate relationships, industry structure, and franchise renewal; changes in economic conditions, including the imposition of additional tariffs on U.S. imports and related retaliatory
tariffs, inflationary pressures, supply chain issues, liquidity challenges, and global, national, or regional recessions, and their effect on the demand for, and customers’ ability to pay for, the Company’s products and services; the
Company’s ability to complete strategic transactions, and to recognize the anticipated benefits of such transactions; governmental/regulatory actions and/or market pressures to reduce or eliminate reliance on natural gas; the Company’s
ability to estimate accurately the time and resources necessary to meet emissions targets; changes in the price of natural gas; impairments under the SEC’s full cost ceiling test for natural gas reserves; the creditworthiness or performance of
the Company’s key suppliers, customers, and counterparties; financial and economic conditions, including the availability of credit, and occurrences affecting the Company’s ability to obtain financing on acceptable terms for working
capital, capital expenditures, other investments, and acquisitions, including any downgrades in the Company’s credit ratings and changes in interest rates and other capital market conditions; negotiations with the collective bargaining units
representing the Company’s workforce, including potential work stoppages during negotiations; changes in price differentials between similar quantities of natural gas sold at different geographic locations, and the effect of such changes on
commodity production, revenues, and demand for pipeline transportation capacity to or from such locations; the impact of information technology disruptions, cybersecurity, or data security breaches, including the impact of issues that may arise from
the use of artificial intelligence technologies; factors affecting the Company’s ability to successfully identify, drill for, and produce economically viable natural gas reserves, including, among others, geology, lease availability and costs,
title disputes, weather conditions, water availability and disposal or recycling opportunities of used water, shortages, delays, or unavailability of equipment and services required in drilling operations, insufficient gathering, processing, and
transportation capacity, the need to obtain governmental approvals and permits, and compliance with environmental laws and regulations; increased costs, delays, or changes in plans with respect to Company projects or related projects of other
companies, as well as difficulties or delays in obtaining necessary governmental approvals, permits or orders or in obtaining the cooperation of interconnecting facility operators; increasing health care costs and the resulting effect on health
insurance premiums and on the obligation to provide other post-retirement benefits; other changes in price differentials between similar quantities of natural gas having different quality, heating value, hydrocarbon mix or delivery date; the cost
and effects of legal and administrative claims against the Company or activist shareholder campaigns to effect changes at the Company; uncertainty of natural gas reserve estimates; significant differences between the Company’s projected and
actual production levels for natural gas; changes in demographic patterns and weather conditions, including those related to climate change; changes in the availability, price, or accounting treatment of derivative financial instruments; changes in
laws, actuarial assumptions, the interest rate environment, and the return on plan/trust assets related to the Company’s pension and other post-retirement benefits, which can affect future funding obligations and costs and plan liabilities;
economic disruptions or uninsured losses resulting from major accidents, fires, severe weather, natural disasters, terrorist activities, or acts of war, as well as economic and operational disruptions due to third-party outages; significant
differences between the Company’s projected and actual capital expenditures and operating expenses; increasing costs of insurance, changes in coverage, and the ability to obtain insurance; other factors described in the risk factors set forth
in the Company’s filings with the U.S. Securities and Exchange Commission, including the Company’s most recently filed Annual Report on Form 10-K and subsequent Current Reports on Form 8-K and Quarterly Reports on Form 10-Q.
Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation, and disclaims any duty, to update, revise, or withdraw any forward-looking statement, whether as a result of new information,
future events, or otherwise, except as required by applicable law or regulation. .