Common Stock, par value $1.00 per share
- Symbol
- NFG
- Exchange
- NYSE
- Classification
- COMMON
- Status
- Current
Current Report · Items 1.01, 2.01, 2.03, 7.01, 9.01 · 8-K
National Fuel Gas Co.
NFGNYSEEQUITYCurrent
Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Regulation FD Disclosure
Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed, a portion of the Purchase Price was financed at Closing by the issuance of a $1.20 billion promissory note to the Seller pursuant to a Seller Note Agreement, dated as of October 1, 2026 (the “Seller Note Agreement”), between the Company, as borrower, and the Seller, as lender.…
Press release in this filing
National Fuel Gas Company Completes Acquisition of CenterPoint Energy’s Ohio Natural Gas Utility →Company context
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.
Current securities
Registered securities in this filing
NATIONAL FUEL GAS CO · 8-K · Filed 2026-10-01
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, a portion of the Purchase Price was financed at Closing by the issuance of a $1.20 billion promissory note to the Seller pursuant to a Seller Note Agreement, dated as of October 1, 2026 (the “Seller Note Agreement”), between the Company, as borrower, and the Seller, as lender. The Seller Note Agreement establishes an unsecured term loan credit facility (the “Seller Note Facility”) that matures on September 30, 2027.
The borrowings under the Seller Note Facility bear interest at a rate of 6.5% per annum. The Seller Note Agreement contains customary representations and affirmative, negative and financial covenants, including, among others, covenants that place conditions upon the Company’s ability to merge or consolidate with other companies, sell all or any material part of its business or property, and incur liens, consistent with the Company’s existing revolving loan agreement. The Seller Note Agreement includes a covenant that the Company will not permit its debt to capitalization ratio to exceed 0.65 at the last day of any fiscal quarter (or such other ratio then applicable in the Company’s primary credit facility). The Seller Note Agreement also includes covenants restricting certain actions with respect to CenterPoint Ohio. The Seller Note Agreement contains certain specified events of default, and should an event of default occur, the lender is entitled to exercise certain remedies, including acceleration of the loan and related obligations.
The Seller Note Agreement contains a covenant defeasance provision that permits the Company to relieve itself from its obligations to comply with covenants under the Seller Note Agreement upon deposit of an amount with a paying agent sufficient to pay the principal of and interest due on the loan on each applicable interest payment date and the maturity date and delivery of specified officer’s certificates to the Seller.
The foregoing description of the Seller Note Agreement does not purport to be complete and is qualified in its entirety by reference to the Seller Note Agreement, a copy of which has been filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01. Completion of Acquisition or Disposition of Assets.
As described above, on October 1, 2026, upon the terms set forth in the Purchase Agreement, the Transaction was completed. As a result of the Closing, CenterPoint Ohio became a wholly owned subsidiary of the Company. The Purchase Price was paid through a combination of $1.42 billion in cash and a $1.20 billion promissory note issued by the Company to the Seller pursuant to the Seller Note Agreement. The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which was previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 21, 2025 and is incorporated by reference herein.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On October 1, 2026, the Company issued a press release regarding the completion of the Transaction. A copy of the press release is furnished as part of this Current Report on Form 8-K as Exhibit 99.1.
Neither the furnishing of the press release as an exhibit to this Current Report on Form 8-K nor the inclusion in such press release 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 on Form 8-K. 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 SEC.
Filed exhibits (2)
Exhibit 99.1 National Fuel Gas Company Completes Acquisition of CenterPoint Energy’s Ohio Natural Gas Utility Natural Gas Service Will Continue Without Interruption; No Customer Action Required WILLIAMSVILLE, N.Y., Oct. 1, 2026 -- National Fuel Gas Company (“National Fuel” or the “Company”) (NYSE: NFG) today announced it has completed its previously announced acquisition of CenterPoint Energy’s Ohio natural gas utility business, Vectren Energy Delivery of Ohio, LLC. The transaction closed today, following the satisfaction of customary closing conditions. The newly acquired utility, which will be renamed National Fuel Gas Distribution of Ohio, LLC, serves approximately 335,000 customers across 16 counties in the Dayton and greater Miami Valley region. “This acquisition is an important milestone, representing a significant step forward in advancing the strategy of growing our regulated utility business,” David P. Bauer, President and Chief Executive Officer of National Fuel Gas Company, said. “With the addition of the Ohio service territory, we have significantly expanded our regulated footprint and strengthened the long-term foundation of the Company. We look forward to servin…
Open exhibit ↗Exhibit 99.2 VECTREN ENERGY DELIVERY OF OHIO, LLC FINANCIAL STATEMENTS As of and for the six months ended June 30, 2026 Contents Page Number Unaudited Financial Statements Glossary 1 Balance Sheets 2 Statements of Income 3 Statements of Cash Flows 4 Statements of Changes in Member’s Equity 5 Notes to the Financial Statements 6-10 GLOSSARY ASC Accounting Standards Codification ASU Accounting Standards Update CenterPoint Energy CenterPoint Energy, Inc., and its subsidiaries CEOH Vectren Energy Delivery of Ohio, LLC, doing business as CenterPoint Energy Ohio, which converted its corporate structure from Vectren Energy Delivery of Ohio, Inc. to an Ohio limited liability company on June 13, 2022, formerly a wholly-owned subsidiary of Vectren, acquired by CERC on June 30, 2022. CEP Capital Expenditure Program CERC …
Open exhibit ↗