UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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).
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| Item 8.01 | Other Events. |
In connection with the offering and sale of $500,000,000 aggregate principal amount of 5.50% notes due 2030 (the “2030 Notes”) and $500,000,000 aggregate principal amount of 5.95% notes due 2035 (the “2035 Notes” and together with the 2030 Notes, the “Notes”), National Fuel Gas Company (the “Company”) is filing herewith the following exhibits to its Registration Statement on Form S-3 (Registration No. 333-273926):
| 1. | Underwriting Agreement, dated February 4, 2025, by and among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC and PNC Capital Markets LLC, acting as representatives of several underwriters named therein. |
| 2. | Officer’s Certificate dated February 19, 2025, establishing the terms of the Notes. |
| 3. | Form of 2030 Note, as established by the Officer’s Certificate above. |
| 4. | Form of 2035 Note, as established by the Officer’s Certificate above. |
| 5. | Opinion of Jones Day. |
| 6. | Opinion of Lowenstein Sandler LLP. |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 1.1 | Underwriting Agreement, dated February 4, 2025, by and among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC and PNC Capital Markets LLC, acting as representatives of several underwriters named therein | |
| Exhibit 4.1.1 | Officer’s Certificate dated February 19, 2025, establishing the terms of the Notes | |
| Exhibit 4.1.2 | Form of 2030 Note (included in 4.1.1 above) | |
| Exhibit 4.1.3 | Form of 2035 Note (included in 4.1.1 above) | |
| Exhibit 5.1.1 | Opinion of Jones Day | |
| Exhibit 5.1.2 | Opinion of Lowenstein Sandler LLP | |
| Exhibit 23.1 | Consent of Jones Day (included in Exhibit 5.1.1) | |
| Exhibit 23.2 | Consent of Lowenstein Sandler LLP (included in Exhibit 5.1.2) | |
| 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/ Michael W. Reville | |
| Michael W. Reville | ||
| General Counsel and Secretary | ||
Dated: February 19, 2025