National Fuel Gas to acquire CenterPoint's Ohio utility for $2.62B; Q4 2026 close expected

A filing was made on January 9, 2026, notifying the PUCO of the execution of the Ohio Securities Purchase Agreement. PUCO Staff filed comments on May 4, 2026 and recommended imposing certain conditions on the transaction as part of its approval. The case is still pending.

In connection with the Purchase Agreement, on December 12, 2025, National Fuel entered into a common stock subscription agreement with certain investors, pursuant to which National Fuel agreed to sell to the investors, in a private placement (the “Private Placement”), 4,402,513 shares of common stock at a purchase price of $79.50 per share. The Private Placement closed on December 17, 2025, and National Fuel received gross proceeds of $350 million, before deducting fees and expenses.

For the Six | Months Ended | March 31, 2026 ... Net Income Available for Common Stock

$ 466,691 ... Pro forma net income per share attributable to common shares:

Basic | $ 4.92 | Diluted

$ 4.88 ... For the Year Ended September 30,

2025 ... Net Income Available for Common Stock

$ 474,146 ... Pro forma net income per share attributable to common shares:

Basic | $ 5.00 | Diluted | $ 4.96

on October 20, 2025, National Fuel Gas Company (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with CenterPoint Energy Resources Corp. (the “Seller”), pursuant to which, among other things, the Company agreed to acquire from the Seller all of the issued and outstanding equity interests of Vectren Energy Delivery of Ohio, LLC (“CenterPoint Ohio”), the Seller’s Ohio natural gas local distribution company business, for an aggregate purchase price of $2,620,000,000, subject to customary adjustments

The Transaction is expected to close in the fourth quarter of calendar 2026, subject to the satisfaction or waiver of certain closing conditions set forth in the Purchase Agreement, including, but not limited to, the completion of a review with the Public Utilities Commission of Ohio. The Transaction will not close prior to October 1, 2026 without the prior written consent of the Seller.

On October 20, 2025, CERC Corp. entered into the Ohio Securities Purchase Agreement to sell all of the issued and outstanding equity interests in CEOH to NFGC. The purchase price is $2.62 billion, which is comprised of the following: (i) $1.42 billion in cash payable to CERC Corp. upon closing of the transaction, subject to adjustments as set forth in the Ohio Securities Purchase Agreement, including adjustments based on net working capital, regulatory assets and liabilities and capital expenditures at closing of the transaction; and (ii) a 364-day seller promissory note, in the original principal amount of $1.2 billion, to be issued by NFGC at the closing of the transaction and payable to CERC Corp. as provided by the terms and conditions of the Seller Note Agreement. The transaction is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions, including (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (ii) completion of a notice filing and review with the PUCO; and (iii) customary conditions regarding the accuracy of the representations and warranties and compliance by the parties with their respective obligations under the Ohio Securities Purchase Agreement.

On November 21, 2025, CEOH filed a late filed exhibit to the stipulation and recommendation to include actual rate case expenses, which resulted in a total revenue requirement of $59.7 million. The PUCO order was issued January 7, 2026, modifying and adopting the stipulation resolving all issues related to the case. The PUCO order modifications include: (1) extending the 15-year amortization periods for the CEP and DRR deferral balances to 25 years, which had a $7.9 million negative impact on the revenue requirement, and (2) an ROE of 9.79% which results in a rate of return of 7.07%, which had a $0.6 million negative impact on the revenue requirement. These two modifications result in a revenue increase of $51.3 million and a total revenue requirement of $363 million. Revised rates became effective on a services rendered basis effective January 12, 2026.

Net Income

$ 68

Capital expenditures

(148