National Fuel Gas Co. 美股招股说明书（2026-05-27版）

$% Notes due$% Notes due National Fuel Gas Company (the “Company”) is offering $principal amount of% notes duewhich the Company refers to in this prospectus supplement as the “notes,” $principal amount ofnotes due, which the Company refers to in this prospectus supplement as the “notes,” and $ The Company will pay interest on thenotes semi-annually in arrears onandof each year,beginning on, 2026. The Company will pay interest on thenotes semi-annually in arrears onandof each year, beginning on, 2026. The Company will pay interest on thenotes semi-annually in arrearsonandof each year, beginning on, 2026. The notes will be issued in denominations of $2,000 andintegral multiples of $1,000 in excess thereof. Thenotes will mature on,, thenotes willmature on,and thenotes will mature on,. The Company may redeem some or all In addition, the notes will be subject to a “special mandatory redemption” in the event that (i)the CenterPoint Acquisition (asdefined in this prospectus supplement) is not consummated on or prior to the Outside Date (as defined in this prospectus supplement)or (ii)if prior to the Outside Date, the Purchase Agreement (as defined in this prospectus supplement) is terminated, other than inconnection with the consummation of the CenterPoint Acquisition and is not otherwise amended or replaced. If a special mandatoryredemption event occurs, we will redeem the notes at the “special mandatory redemption price” equal to 101% of the principal Table of Contents The notes will constitute the Company’s direct unsecured general obligations and will rank equally with all of the Company’s other unsecured andunsubordinated debt from time to time outstanding. We intend to use the net proceeds from this offering (i)to fund a portion of the CenterPoint Acquisition, including the payment of related fees andexpenses, and (ii)for general corporate purposes, including to repurchase and/or redeem all or a portion of our outstanding 2026 Notes (as defined in Each series of notes is a new issue of securities with no established trading market. The notes will not be listed on any securities exchange. Investing in the notes involves certain risks. See “Risk Factors” beginning on pageS-11 of this prospectussupplement. (1)Plus accrued interest from, 2026, if settlement occurs after that date, which is theU.S. business day following the date of thisprospectus supplement (such settlement being referred to as “T+”). Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company against paymenttherefor in New York, New York and its participants, including Clearstream Banking,société anonyme, Luxembourg, and Euroclear Bank, SA/NV, on, 2026. Joint Book-Running Managers J.P. Morgan Table of Contents TABLE OF CONTENTS PageS-iiS-iiiS-ivS-vS-1S-4S-7 About This Prospectus SupplementWhere You Can Find More InformationInformation We Incorporate by ReferenceSafe Harbor for Forward-Looking StatementsSummary Prospectus About This ProspectusRisk FactorsNational Fuel Gas CompanyWhere You Can Find More Information Table of Contents About This Prospectus Supplement We provide information to you about this offering in two separate documents. The accompanying prospectus provides general information aboutus and the securities we may offer from time to time, some of which may not apply to this offering. This prospectus supplement describes the specificdetails regarding the notes offered hereby. Additional information is incorporated by reference in this prospectus supplement. If information in this You should rely only on the information contained or incorporated by reference in this prospectus supplement, in the accompanying prospectus orin any free writing prospectus that we may provide to you. We have not, and the underwriters have not, authorized anyone to provide you with differentinformation. You should not assume that the information contained in this prospectus supplement, the accompanying prospectus or any documentincorporated by reference is accurate as of any date other than the date mentioned on the cover page of these documents. Our business, financial References in this prospectus supplement to the terms “we,” “us,” the “Company” or other similar terms mean National Fuel Gas Company and itsconsolidated subsidiaries, unless we state otherwise or the context indicates otherwise. Table of Contents Where You Can Find More Information The Company files annual, quarterly and other reports, proxy statements and other information with the SEC. These SEC filings are available tothe public at the SEC’s website at www.sec.gov. Information about the Company is