Form 8-K

8-K — NATIONAL FUEL GAS CO

Accession: 0001193125-26-265249

Filed: 2026-06-10

Period: 2026-06-10

CIK: 0000070145

SIC: 4924 (NATURAL GAS DISTRIBUTION)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d88985d8k.htm (Primary)

EX-1.1 (d88985dex11.htm)

EX-4.1-1 — EX-4.1.1 (d88985dex411.htm)

EX-5.1-1 — EX-5.1.1 (d88985dex511.htm)

EX-5.1-2 — EX-5.1.2 (d88985dex512.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d88985d8k.htm · Sequence: 1

8-K

NATIONAL FUEL GAS CO false 0000070145 0000070145 2026-06-10 2026-06-10

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): June 10, 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 8.01 Other Events.

In connection with the offering and sale of $500,000,000 aggregate principal amount of 4.75% notes due 2029 (the “2029 Notes”), $500,000,000 aggregate principal amount of 5.05% notes due 2031 (the “2031 Notes”) and $500,000,000 aggregate principal amount of 5.50% notes due 2036 (the “2036 Notes” and, collectively with the 2029 Notes and the 2031 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):

Underwriting Agreement, dated May 27, 2026, by and among the Company and TD Securities (USA) LLC, Wells Fargo Securities, LLC, BofA Securities, Inc., and J.P. Morgan Securities LLC, acting as representatives of several underwriters named therein.

Officer’s Certificate dated June 10, 2026, establishing the terms of the Notes.

Form of 2029 Note, as established by the Officer’s Certificate above.

Form of 2031 Note, as established by the Officer’s Certificate above.

Form of 2036 Note, as established by the Officer’s Certificate above.

Opinion of Jones Day.

Opinion of Lowenstein Sandler LLP.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 1.1

Exhibit 4.1.1

Officer’s Certificate dated June 10, 2026, establishing the terms of the Notes

Exhibit 4.1.2

Form of 2029 Note (included in Exhibit 4.1.1)

Exhibit 4.1.3

Form of 2031 Note (included in Exhibit 4.1.1)

Exhibit 4.1.4

Form of 2036 Note (included in Exhibit 4.1.1)

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/ Lee E. Hartz

Lee E. Hartz

General Counsel and Secretary

Dated: June 10, 2026

EX-1.1

Filename: d88985dex11.htm · Sequence: 2

EX-1.1

Exhibit 1.1

National Fuel Gas Company

$500,000,000 4.75% Notes due 2029

$500,000,000 5.05% Notes due 2031

$500,000,000 5.50% Notes due 2036

UNDERWRITING AGREEMENT

May 27, 2026

Securities (USA) LLC

Wells Fargo Securities, LLC

BofA Securities, Inc.

J.P. Morgan Securities LLC

as Representatives of the

Several Underwriters

Underwriting Agreement

May 27, 2026

TD SECURITIES (USA) LLC

WELLS FARGO SECURITIES, LLC

BOFA SECURITIES, INC.

J.P. MORGAN SECURITIES LLC

As Representatives of the several Underwriters

c/o TD SECURITIES (USA) LLC

Vanderbilt Avenue, 11th Floor

New York, New York 10017

c/o WELLS FARGO SECURITIES, LLC

550 South Tryon Street, 5th Floor

Charlotte, North Carolina 28202

c/o BOFA SECURITIES, INC.

One Bryant Park

New York, New York 10036

c/o

J.P. MORGAN SECURITIES LLC

270 Park Avenue

New York, New York 10017

Ladies and Gentlemen:

Introductory. National Fuel Gas Company, a New Jersey corporation (the “Company”), proposes to issue

and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of (i) $500,000,000 aggregate principal amount of the

Company’s 4.75% Notes due 2029 (the “2029 Notes”), (ii) $500,000,000 aggregate principal amount of the Company’s 5.05% Notes due 2031 (the “2031 Notes”) and (iii) $500,000,000 aggregate principal

amount of the Company’s 5.50% Notes due 2036 (the “2036 Notes”, and collectively with the 2029 Notes and the 2031 Notes, the “Notes”). TD Securities (USA) LLC, Wells Fargo Securities, LLC, BofA Securities,

Inc. and J.P. Morgan Securities LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. If there are no Underwriters

named in Schedule A other than the Representatives, then the terms “Underwriters” and “Representatives” shall each be deemed to refer to the Underwriters.

The Notes will be issued pursuant to an indenture, dated as of October 1, 1999, between the Company and The Bank of New

York Mellon (formerly The Bank of New York), as trustee (the “Trustee”), including an Officer’s Certificate pursuant thereto (the “Indenture”). The Notes will be issued in book-entry form in the name of

Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Blanket Letter of Representations, dated February 4, 2025 (the “DTC Agreement”), between the Company and the

Depositary.

On October 20, 2025, the Company entered into a Securities Purchase

Agreement (the “Purchase Agreement”) by and between the Company and CenterPoint Energy Resources Corp. (“CenterPoint”). Pursuant to the Purchase Agreement, on and subject to the terms and conditions set forth

therein, the Company agreed to acquire from CenterPoint all of the issued and outstanding equity interests of Vectren Energy Delivery of Ohio, LLC (“CenterPoint Ohio”), CenterPoint’s Ohio natural gas local distribution

company business (the “Transaction”).

The Company has prepared and filed with the Securities and

Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-273926), which contains a base prospectus (the

“Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Notes, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and

regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial

statements, exhibits and schedules thereto, at each time of effectiveness under the Securities Act, including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called

the “Registration Statement.” The term “Prospectus” shall mean the final prospectus supplement relating to the Notes, together with the Base Prospectus, that is first filed with the Commission pursuant to Rule

424(b) under the Securities Act after the date and time that this Agreement is executed (the “Execution Time”) by the parties hereto. The term “Preliminary Prospectus” shall mean any preliminary prospectus

supplement relating to the Notes, together with the Base Prospectus, that is first filed with the Commission pursuant to such Rule 424(b) prior to the time of filing the Prospectus. Any reference herein to the Registration Statement, the Preliminary

Prospectus or the Prospectus shall be deemed to refer to and include the documents that are or are deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act prior

to 3:55 p.m., New York City time, on the date of this Agreement (the “Initial Sale Time”). All references in this Agreement to the Registration Statement, the Preliminary Prospectus, the Prospectus, or any amendments or

supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).

All references in this Agreement to financial statements and schedules and other information that is “contained,”

“included,” “set forth,” “disclosed” or “stated” (or other references of like import) in the Registration Statement, the Prospectus or the Preliminary Prospectus shall be deemed to mean and include all

such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Prospectus or the Preliminary Prospectus, as the case may be, prior to the Initial Sale Time; and

all references in this Agreement to amendments or supplements to the Registration Statement, the Prospectus or the Preliminary Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended,

and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) that is or is deemed to be incorporated by reference in the Registration Statement, the Prospectus or the Preliminary Prospectus, as the case

may be, after the Initial Sale Time.

The Company hereby confirms its agreements with the Underwriters as follows:

Section 1. Representations and Warranties of the Company.

The Company hereby represents, warrants and covenants to each Underwriter as

of the date hereof, as of the Initial Sale Time and as of the Closing Date (in each case, a “Representation Date”), as follows:

(a) Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. The Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the

Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information

has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (collectively, the “Trust Indenture Act”).

At the respective times the Registration Statement and any amendments thereto became effective and at each Representation

Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Act and (ii) did not and will not contain any untrue

statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus and at the Closing Date, neither the Prospectus nor any amendments

or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,

not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 1(a) shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any

amendments or supplements thereto made in reliance upon and in conformity with information furnished to the Company in writing by any of the Underwriters through the Representatives expressly for use therein, it being understood and agreed that the

only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 9 hereof.

Each Preliminary Prospectus and the Prospectus, at the time each was filed with the Commission, complied in all material

respects with the Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, be identical to any electronically transmitted

copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(b) Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus

dated May 27, 2026, (ii) any Issuer Free Writing Prospectus (as defined below), excluding any road show within the meaning of Rule 433 under the Securities Act and (iii) any other “free writing prospectus” (as defined in Rule

405 under the Securities Act) that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of a material fact

or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the

Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such

information furnished by any Underwriter through the Representatives consists of the information described as such in Section 9 hereof. For purposes of this Agreement, an “Issuer

Free Writing Prospectus” means each “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) identified in Annex I hereto, including, without limitation, any road show within the meaning of Rule 433

under the Securities Act.

reference in the Registration Statement, the Preliminary Prospectus and the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Exchange

Act and (ii) when read together with the other information in the Disclosure Package, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date, did not

or will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(d) Company is a Well-Known Seasoned Issuer. (i) At the time of filing the Registration Statement, (ii) at the

time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by virtue of the filing of any post-effective amendment, any document incorporated by reference therein pursuant to

Section 13(a) or 15(d) of the Exchange Act or any form of prospectus pursuant to Rule 424(b) under the Securities Act) and (iii) at the Execution Time (with the date thereof being used as the determination date for purposes of this clause

(iii)), the Company was and is a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act). The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405 under the

Securities Act) that automatically became effective within three years of the date hereof. The Company has not (A) received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to the use of the automatic

shelf registration statement form or (B) ceased to be eligible to use the automatic shelf registration statement form.

(e) Company is not an Ineligible Issuer. (i) At the time of filing the Registration Statement and (ii) as of

the Execution Time (with such date being used as the determination date for purposes of this clause (ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405 under the Securities Act), without taking account of any

determination by the Commission pursuant to such Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer.

(f) Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent

times through the completion of the offering of the Notes under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any

information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. Each Issuer Free Writing Prospectus did not contain any untrue statement of a

material fact, or when considered together with the Disclosure Package, omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at any time

following the issuance of an Issuer Free Writing Prospectus and during the Prospectus Delivery Period (as defined in Section 3(e) hereof), there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus

conflicted or would conflict with the information contained in the

Registration Statement, the Preliminary Prospectus or the Prospectus, the Company has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or

will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The foregoing two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based

upon, and in conformity with, written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter

through the Representatives consists of the information described as such in Section 9 hereof.

(g) No Applicable

Registration or Other Similar Rights. There are no persons with registration or other similar rights to have any equity or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this

Agreement, except for such rights as have been duly waived.

(h) The Underwriting Agreement. This Agreement has been

duly authorized, executed and delivered by the Company.

(i) Authorization of the Notes and the Indenture. The Notes

have been duly authorized by the Company and, when the Notes have been duly executed by the Company and authenticated by the Trustee, in accordance with the provisions of the Indenture and upon payment and delivery in accordance with this Agreement,

the Notes will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture; the Indenture has been duly authorized by the Company and qualified under the Trust Indenture Act and constitutes a

valid and legally binding instrument of the Company; and the Indenture is, and the Notes, when executed and authenticated and upon payment and delivery as aforesaid, will be enforceable in accordance with their respective terms, except as the same

may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights and remedies generally and (ii) the application

of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), including, without limitation, (A) the possible unavailability of specific performance, injunctive relief or any

other remedy and (B) concepts of materiality, reasonableness, good faith, fair dealing and equitable subordination.

(j) Description of the Notes and the Indenture. The Notes and the Indenture conform in all material respects to the

descriptions thereof contained in the Disclosure Package and the Prospectus.

(k) Accuracy of Statements in

Prospectus. The statements in each of the Preliminary Prospectus and the Prospectus under (i) the captions “Description of the Notes” and “Description of Debt Securities,” in each case insofar as such statements

constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein and (ii) the caption “Certain U.S. Federal Income Tax

Considerations,” insofar as such statements constitute a summary of law and legal conclusions, and subject to the qualifications set forth therein, are correct in all material respects.

(l) No Material Adverse Change.

(i) Except as set forth in the Disclosure Package, subsequent to the respective dates as of which information

is given in the Disclosure Package, there has not been (A) any material adverse change in the business, properties or financial condition of the

Company and its subsidiaries considered as one enterprise (any such change is called a “Material Adverse Change”) or (B) any material transaction entered into by the

Company other than transactions disclosed in the Disclosure Package and transactions in the ordinary course of business.

(ii) Except as set forth in the Disclosure Package, nothing has come to the attention of the Company that would

cause it to believe that, subsequent to the respective dates as of which information is given in the Disclosure Package, there has been (A) any material adverse change in the business, properties or financial condition of CenterPoint Ohio (any

such change is called a “CenterPoint Ohio Material Adverse Change”) or (B) any material transaction entered into by CenterPoint Ohio other than transactions disclosed in the Disclosure Package and transactions in the ordinary

course of business.

(m) Independent Accountants. (i) PricewaterhouseCoopers LLP, who have expressed their

opinion with respect to the Company’s audited financial statements and (ii) to the knowledge of the Company, Deloitte & Touche LLP, who have expressed their opinion with respect to CenterPoint Ohio’s audited financial

statements, each of which are incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus, are independent public accountants with respect to the Company and CenterPoint Ohio, respectively, as required by

the Securities Act and the Exchange Act and are independent registered public accounting firms with the Public Company Accounting Oversight Board.

(n) Preparation of the Financial Statements. The financial statements of the Company, including the related notes

thereto, incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates

indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted

accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements are

required to be included in the Registration Statement. The summary financial data and the selected financial data included or incorporated by reference in the Preliminary Prospectus and the Prospectus present fairly in all material respects the

information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus. Nothing has come to the

attention of the Company that would cause it to believe that (i) the financial statements of CenterPoint Ohio included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus do not present

fairly, in all material respects, the financial position of CenterPoint Ohio as of the dates shown and the results of its operations and cash flows for the periods shown and (ii) except as otherwise disclosed in the Registration Statement, the

Preliminary Prospectus and the Prospectus, such financial statements have not been prepared in conformity with U.S. GAAP. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration

Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The historical pro

forma financial statements of the Company included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus, were, as of the date such pro forma financial

statements were filed with the Commission, prepared in accordance with the applicable requirements of the Securities Act. The assumptions used in preparing the pro forma financial statements

included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus provided, as of the date such pro forma financial statements were filed with the Commission, a reasonable basis for presenting the

significant effects directly attributable to the transactions or events described therein; the related pro forma adjustments give appropriate effect to those assumptions in all material respects; and the pro forma columns therein reflect the proper

application of those adjustments to the corresponding historical financial statement amounts in all material respects.

(o)

Incorporation and Good Standing of the Company. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New Jersey with corporate power and authority to own, lease and

operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such

qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate,

result in a Material Adverse Change.

(p) Incorporation and Good Standing of Significant Subsidiaries. Each of

National Fuel Gas Distribution Corporation, National Fuel Gas Supply Corporation, National Fuel Gas Midstream Company, LLC and Seneca Resources Company, LLC (“Seneca”) is a significant subsidiary of the Company (as such term is

defined in Rule 1-02(w) of Regulation S-X) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”),

has been duly incorporated or organized and is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization, as applicable, has corporate or

limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or limited

liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such

jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change; all of the issued and outstanding capital stock or membership interests of each such

Significant Subsidiary has been duly authorized and validly issued, and, in the case of capital stock, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and

clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company did not have any subsidiary not listed on Exhibit 21 to the Annual Report on Form 10-K for the fiscal year ended

September 30, 2025 that was required to be so listed.

(q)

Non-Contravention of Existing Instruments; No further authorizations or approvals required. The consummation of the transactions herein contemplated and the fulfillment of this Agreement will not

result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) the Company’s

Restated Certificate of Incorporation or By-laws, each as amended, or any indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any of its Significant Subsidiaries is now

party or (ii) any statute, law, order, rule or regulation applicable to the Company or any of its Significant Subsidiaries of any court or any federal or state governmental body having

jurisdiction over the Company or its properties. No authorization, approval or consent of, or registration or filing with, any court or governmental authority or agency (including the Federal Energy Regulatory Commission) is necessary in connection

with the sale of the Notes hereunder, except such as may be required under the Securities Act and the Trust Indenture Act and in each case the rules and regulations of the Commission thereunder, or state securities or “blue sky” laws.

(r) No Material Actions or Proceedings. Except as disclosed in the Prospectus and the Disclosure Package, there are

no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject that, if determined adversely to the Company or any of its

subsidiaries, would, individually or in the aggregate, result in a Material Adverse Change; and, to the best of the Company’s knowledge, except as disclosed in the Prospectus and the Disclosure Package, no such proceedings are threatened or

contemplated by governmental authorities or threatened by others. Except as disclosed in the Prospectus and the Disclosure Package, nothing has come to the attention of the Company that would cause it to believe that there are any legal or

governmental proceedings pending to which CenterPoint Ohio is a party or of which any property of CenterPoint Ohio is the subject that, if determined adversely to CenterPoint Ohio, would, individually or in the aggregate, result in a CenterPoint

Ohio Material Adverse Change.

(s) Compliance with Environmental Laws. Except as disclosed in the Prospectus and the

Disclosure Package, (i) to the knowledge of the Company, the Company and its subsidiaries are in compliance with applicable federal, state and local laws and regulations relating to the protection of the environment, and to the protection of

human health and safety with respect to exposure to hazardous or toxic substances or wastes (“Environmental Laws”), (ii) to the knowledge of the Company, the Company and its subsidiaries have received all permits, licenses or

other approvals required of it under applicable Environmental Laws to conduct its business and (iii) to the knowledge of the Company, the Company and its subsidiaries are in compliance with all terms and conditions of any such permit, license

or approval, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of required permits,

licenses or approvals would not, singly or in the aggregate, reasonably be expected to cause a Material Adverse Change.

(t) Sarbanes-Oxley Compliance. The Company is in compliance in all material respects with all provisions of the

Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.

(u) Company’s Accounting System. The Company and its subsidiaries maintain effective internal control over

financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act.

(v) Internal Controls and Procedures. The Company maintains a system of internal accounting controls sufficient to

provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in

conformity with U.S. GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is

compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(w) No Material Weakness in Internal Controls. Except as disclosed in the Prospectus and the Disclosure Package, since

the end of the Company’s most recent audited fiscal year, (i) the Company is not aware of any material weaknesses in its internal control over financial reporting (whether or not remediated) and (ii) there has been no change in the

Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(x) Accuracy of Exhibits. There are no franchises, contracts or documents that are required to be described in the

Registration Statement, the Disclosure Package, the Prospectus or to be filed as exhibits to the Registration Statement that have not been so described or filed as required.

(y) Title to Property. Methods used in connection with investigating title to properties, or interests therein, owned by

each of the subsidiaries of the Company in the State of New York and the Commonwealth of Pennsylvania are consistent with good practice and established methods used by prudent companies engaged in similar businesses and are adequately designed to

provide for the acquisition of such titles or interests. Substantially all of the properties now owned by such subsidiaries in the State of New York and the Commonwealth of Pennsylvania are held without any unfavorable adjudicated claim.

(z) Cyber Security. Except as disclosed in the Prospectus and the Disclosure Package, there has been no security breach

or other compromise of or relating to any of the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers and

vendors and any third party data maintained by or on behalf of them used in connection with their businesses) or equipment (collectively, “IT Systems and Data”), except as would not, individually or in the aggregate, reasonably be

expected to result in a Material Adverse Change. The Company and its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to

their IT Systems and Data, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company and its subsidiaries are presently in compliance with all applicable laws and statutes, all

judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, all internal policies and all contractual obligations relating to the privacy and security of their IT Systems and Data and to the

protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.

(aa) Investment Company Act. The Company is not, and, solely after giving effect to the offer and sale of the Notes and

the application of the net proceeds thereof as described under the caption “Use of Proceeds” in the Disclosure Package and the Prospectus will not be, required to register as an “investment company,” as such term is defined

in the Investment Company Act of 1940, as amended.

(bb) OFAC. Neither the Company nor any of its subsidiaries nor,

to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department

(“OFAC”); and the Company will not directly or indirectly use the proceeds of the

offering contemplated by this Agreement, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of

financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(cc) Foreign

Corrupt Practices Act. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries has taken

any action, directly or indirectly, that could reasonably be expected to result in a violation or a sanction for violation by such persons of the Foreign Corrupt Practices Act of 1977, as may be amended (“FCPA”), or similar law of

any jurisdiction in which the Company or any of its subsidiaries conduct business, or the rules or regulations thereunder; and the Company and its subsidiaries have instituted and maintain policies and procedures to ensure compliance therewith. No

part of the proceeds of the offering will be used, directly or, to the knowledge of the Company, indirectly, in violation of the FCPA, or similar law of any jurisdiction in which the Company or any of its subsidiaries conduct business, or the rules

or regulations thereunder.

(dd) Anti-Money Laundering. The operations of the Company and its subsidiaries are

conducted in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered

or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any

of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(ee) Purchase Agreement Representations and Warranties. Nothing has come to the attention of the Company that would

cause it to believe that all representations and warranties made by CenterPoint in the Purchase Agreement are not true and correct, except as in each case where the failure to be so true and correct would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Change assuming the consummation of the Transaction contemplated by the Purchase Agreement.

Any certificate signed by an officer of the Company and delivered to the Representatives or to counsel for the Underwriters

shall be deemed to be a representation and warranty by the Company to each Underwriter as to the matters set forth therein.

Section 2. Purchase, Sale and Delivery of the Notes.

(a) The Notes. The Company agrees to issue and sell to the several Underwriters, severally and not jointly, all of the

Notes upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase

from the Company the aggregate principal amount of Notes set forth opposite their names on Schedule A at (i) with respect to the 2029 Notes, a purchase price of 99.556% of the principal amount thereof, payable on the Closing Date,

(ii) with respect to the 2031 Notes, at a purchase price of 99.282% of the principal amount thereof, payable on the Closing Date and (iii) with respect to the 2036 Notes, at a purchase price of 98.713% of the principal amount thereof,

payable on the Closing Date.

(b) The Closing Date. Delivery of certificates for the Notes in

global form shall be made through the facilities of the Depositary unless the Representatives shall otherwise instruct. Payment for the Notes shall be made at the offices of Hunton Andrews Kurth LLP, 200 Park Avenue, New York, New York (or such

other place as may be agreed to by the Company and the Representatives) at 9:00 a.m., New York City time, on June 10, 2026 or such other time and date as the Underwriters and the Company shall mutually agree (the time and date of such closing

are called the “Closing Date”).

advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Notes as soon after the Execution Time as the Representatives, in their sole

judgment, have determined is advisable and practicable.

(d) Payment for the Notes. Payment for the Notes shall be

made at the Closing Date by wire transfer of immediately available funds to the order of the Company.

It is understood

that the Representatives have been authorized, for their own accounts and for the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Notes that the Underwriters have agreed to

purchase. The Representatives may (but shall not be obligated to) make payment for any Notes to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date for the account of such Underwriter,

but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

(e) Delivery

of the Notes. The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters certificates for the Notes at the Closing Date, against the irrevocable release of a wire transfer of

immediately available funds for the amount of the purchase price therefor. The certificates for the Notes shall be in such denominations and registered in such names and denominations as the Representatives shall have requested at least two full

business days prior to the Closing Date and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Representatives may designate. Time shall be of the essence, and delivery at the

time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Section 3.

Covenants of the Company.

The Company covenants and agrees with each Underwriter as follows:

(a) Compliance with Securities Regulations and Commission Request. The Company, subject to Section 3(b) hereof,

will comply with the requirements of Rule 430B under the Securities Act, and will promptly notify the Representatives, after it receives notice thereof, and confirm the notice in writing, of (i) the effectiveness during the Prospectus Delivery

Period of any post-effective amendment to the Registration Statement or the filing of any supplement or amendment to the Preliminary Prospectus or the Prospectus, (ii) any comments from the Commission during the Prospectus Delivery Period or

any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or for additional information and (iii) the issuance by the Commission of any stop

order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Notes for offering or sale in any

jurisdiction, or of the initiation or threatening

of any proceedings for any of such purposes. The Company will use its commercially reasonable best efforts to obtain the lifting of any such stop order at the earliest possible moment. The

Company will promptly effect the filings necessary pursuant to Rule 424 under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the Preliminary Prospectus and the Prospectus transmitted for filing under

such Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file such document.

(b) Filing of Amendments. During the Prospectus Delivery Period, the Company will (i) make no amendment or

supplement to the Registration Statement, the Disclosure Package or the Prospectus as amended or supplemented relating to the Notes that shall be reasonably disapproved by the Representatives after reasonable notice thereof and (ii) advise and

furnish the Representatives with copies of any such amendment or supplement a reasonable amount of time prior to the making thereof.

copy of the Registration Statement as originally filed and of any amendment thereto (without exhibits) for each of the Underwriters. The Registration Statement and each amendment thereto furnished to the Underwriters will be identical to any

electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(d) Delivery of Prospectuses. The Company will deliver to each Underwriter, without charge, as many copies of the

Preliminary Prospectus as such Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Underwriter, without charge, during the

Prospectus Delivery Period, such number of copies of the Prospectus as such Underwriter may reasonably request. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical

to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(e) Continued Compliance with Securities Laws. The Company will comply with the Securities Act and the Exchange Act so

as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Registration Statement, the Disclosure Package and the Prospectus. If, during the period that delivery of a prospectus is required at any time

in connection with the offering or sale of the Notes, including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act (the “Prospectus Delivery Period”), any event shall occur as a

result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which

they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during the Prospectus Delivery Period to amend or supplement the Prospectus in order to comply with the Securities Act, the Exchange

Act or the Trust Indenture Act, the Company will notify the Representatives thereof and upon their reasonable request to file with the Commission, subject to Section 3(b) hereof, such amendment or supplement as may be necessary to correct such

statement or omission or to make the Prospectus so comply, and the Company will furnish without charge to each Underwriter and to any dealer in securities such number of copies of such amendment or supplement as the Representatives may reasonably

request.

(f) Blue Sky Compliance. The Company shall cooperate with the

Representatives and counsel for the Underwriters to qualify or register the Notes for sale under (or obtain exemptions from the application of) the state securities or “blue sky” laws of those jurisdictions designated by the

Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Notes. The Company shall not be required to qualify to transact business or

to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign business. The Company will promptly advise the Representatives

of the receipt by the Company of any notification with respect to the suspension of the qualification or registration of (or any such exemption relating to) the Notes for offering, sale or trading in any jurisdiction or the initiation or threatening

of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest

possible moment.

(g) Use of Proceeds. The Company shall apply the net proceeds from the sale of the Notes sold by

it in the manner described under the caption “Use of Proceeds” in the Preliminary Prospectus and the Prospectus.

(h) Depositary. The Company will cooperate with the Underwriters and use its best efforts to permit the Notes to be

eligible for clearance and settlement through the facilities of the Depositary.

(i) Periodic Reporting Obligations.

During the Prospectus Delivery Period, the Company shall file, on a timely basis, with the Commission all reports and documents required to be filed under the Exchange Act.

(j) Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on

the Closing Date, the Company will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly, sell, offer, contract or grant any option to

sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of,

or file any registration statement under the Securities Act in respect of, any debt securities of the Company similar to the Notes or securities exchangeable for or convertible into debt securities similar to the Notes (other than as contemplated by

this Agreement with respect to the Notes).

(k) Final Term Sheet. The Company will prepare a final term sheet

containing only a description of the Notes and the offering thereof, in a form approved by the Underwriters and attached as Exhibit D hereto, and will file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by

such rule (such term sheet, the “Final Term Sheet”). Any such Final Term Sheet is an Issuer Free Writing Prospectus for purposes of this Agreement.

(l) Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time during the Prospectus

Delivery Period the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly

notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Notes, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such

registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all

other action necessary or appropriate to permit the public offering and sale of the Notes to continue as contemplated in the registration statement that was the subject of such notice under Rule

401(g)(2) under the Securities Act or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.

(m) Filing Fees. The Company agrees to pay the required Commission filing fees relating to the Notes within the time

required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act.

(n) Earnings Statement. The Company will make generally available to its security holders and the Representatives as

soon as practicable an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal

quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement.

The Representatives, on behalf of the several Underwriters, may, in their sole discretion, waive in writing the performance by

the Company of any one or more of the foregoing covenants or extend the time for their performance.

Section 4.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Representatives, it will not make, any offer relating to the Notes that would constitute an

Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule

433 under the Securities Act; provided that the prior written consent of the Representatives shall be deemed to have been given in respect of any Issuer Free Writing Prospectuses included in Annex I to this Agreement. Any such free writing

prospectus consented to or deemed to be consented to by the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be,

each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free

Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. Each Underwriter represents and agrees that, unless it obtains the prior written consent of the Company and the Representatives, it has not

and will not make any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) that would be

required to be filed with the Commission, other than information contained in the Final Term Sheet prepared and filed pursuant to Section 3(k) hereof. Prior to the preparation of the Final Term Sheet in accordance with Section 3(k) hereof,

the Company and the Representatives consent to the use of the information with respect to the final terms of the Notes in communications by the Underwriters conveying information relating to the offering thereof to investors.

Section 5. Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with

the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation, (i) all expenses incident to the

issuance and delivery of the Notes (including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Notes to

the Underwriters, (iii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors to the Company, (iv) all costs and expenses incurred in connection with the preparation,

printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, the Preliminary Prospectus and the

Prospectus, and all amendments and supplements thereto, and this Agreement, the Indenture, the DTC Agreement and the Notes, (v) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters in

connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Notes for offer and sale under the state securities or “blue sky” laws, and, if requested by the

Representatives, preparing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the filing fees incident to, and the reasonable fees and

disbursements of counsel to the Underwriters in connection with, the review, if any, by the Financial Industry Regulatory Authority, Inc. (the “FINRA”) of the terms of the sale of the Notes, (vii) the fees and expenses of the

Trustee, including the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes, (viii) any fees and expenses in connection with the rating of the Notes with the ratings agencies, (ix) all

fees and expenses (including reasonable fees and expenses of counsel) of the Company in connection with approval of the Notes by the Depositary for “book-entry” transfer, (x) all other fees, costs and expenses referred to in Item 14

of Part II of the Registration Statement and (xi) all other fees, costs and expenses incurred in connection with the performance of its obligations hereunder for which provision is not otherwise made in this Section 5. Except as provided

in this Section 5 and Sections 7, 9 and 10 hereof, the Underwriters shall pay their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Notes by them and any advertising expenses

connected with any offers they may make.

Section 6. Conditions of the Obligations of the Underwriters. The

obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as

of each Representation Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

(a) Effectiveness of Registration Statement. The Registration Statement shall have become effective under the Securities

Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act and no proceedings for that purpose shall have been instituted or be pending or threatened by the Commission, and the

Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction

of counsel to the Underwriters. The Preliminary Prospectus and the Prospectus shall have been filed with the Commission in accordance with Rule 424(b) under the Securities Act.

(b) Accountants’ Comfort Letter.

(i) On the date hereof, the Representatives shall have received from PricewaterhouseCoopers LLP, independent

registered public accountants for the

Company, a letter dated the date hereof addressed to the Underwriters, in form and substance satisfactory to the Representatives with respect to the audited and unaudited financial statements and

certain financial information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus.

(ii) On the date hereof, the Representatives shall have received from Deloitte & Touche LLP,

independent registered public accountants for CenterPoint Ohio, a letter dated the date hereof addressed to the Underwriters, in form and substance satisfactory to the Representatives with respect to the audited and unaudited financial statements

and certain financial information of CenterPoint Ohio included or incorporated by reference into the Registration Statement, the Preliminary Prospectus and the Prospectus.

(i) On the Closing Date, the Representatives shall have received from PricewaterhouseCoopers LLP, independent

registered public accountants for the Company, a letter dated such date, in form and substance satisfactory to the Representatives, to the effect that they reaffirm the statements made in the letter furnished by them pursuant to Section 6(b)(i)

hereof, except that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to the Closing Date.

(ii) On the Closing Date, the Representatives shall have received from Deloitte & Touche LLP,

independent registered public accountants for CenterPoint Ohio, a letter dated such date, in form and substance satisfactory to the Representatives, to the effect that they reaffirm the statements made in the letter furnished by them pursuant to

Section 6(b)(ii) hereof, except that the specified date referred to therein for carrying out of procedures shall be no more than three business days prior to the Closing Date.

(d) No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and

prior to the Closing Date:

(i) in the sole judgment of the Representatives there shall not have occurred

any Material Adverse Change as to make it impractical or inadvisable to proceed with the offering or delivery of the Notes as contemplated by the Disclosure Package;

(ii) there shall not have been any change or decrease from the amounts specified in the letters referred to in

Section 6(b) hereof that is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering, sale or delivery of the Notes as contemplated by the Disclosure Package;

(iii) neither the Company nor any of its subsidiaries shall have sustained any loss or interference with

its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that is, in the sole judgment of the Representatives, so material and adverse

as to make it impractical or inadvisable to proceed with the offering, sale or delivery of the Notes as contemplated by the Disclosure Package; and

(iv) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or

potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical

rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

(e) Opinion of Counsel for the Company. On the Closing Date, the Representatives shall have received the favorable

opinion of each of (i) Jones Day, counsel for the Company, (ii) Lowenstein Sandler LLP, New Jersey counsel for the Company and (iii) Lee E. Hartz, General Counsel and Secretary of the Company and counsel for the Significant

Subsidiaries, each dated as of the Closing Date, the forms of which are attached as Exhibits A, B and C, respectively.

(f)

Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received the favorable opinion and negative assurance letter of Hunton Andrews Kurth LLP, counsel for the Underwriters, dated as of the Closing Date,

with respect to such matters as may be reasonably requested by the Underwriters.

(g) Officers’ Certificate.

On the Closing Date, the Representatives shall have received a written certificate executed by the Chairman of the Board or the Chief Executive Officer or the President or a Senior Vice President of the Company and the Principal Financial Officer or

Chief Accounting Officer of the Company, dated as of the Closing Date, to the effect that:

(i) the Company

(A) has received no stop order suspending the effectiveness of the Registration Statement, and, to the Company’s knowledge, no proceedings for such purpose have been instituted or threatened by the Commission, and (B) has not

received any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic shelf registration statement form;

(ii) the representations, warranties and covenants of the Company set forth in Section 1 hereof are true

and correct with the same force and effect as though expressly made on and as of the Closing Date;

(iii)

the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and

(iv) nothing has come to the attention of the Company that would cause it to believe that subsequent to the

date of the most recent financial statements in the Registration Statement, the Preliminary Prospectus and the Prospectus, there has been any CenterPoint Ohio Material Adverse Change except as set forth in or contemplated by the Registration

Statement, the Preliminary Prospectus and the Prospectus.

(h) Independent Engineer’s Letter. On the date

hereof, the Representatives shall have received from Netherland, Sewell & Associates, Inc., a letter dated as of such date addressed to the Underwriters, in form and substance satisfactory to the Representatives, confirming that it is an

independent petroleum engineer, geologist, geophysicist and petrophysicist with respect to the Company, attaching its report with respect to the Company’s oil and gas reserves and future revenues incorporated by reference in the Registration

Statement, the Preliminary Prospectus and the Prospectus and stating that as of such date it is not aware of any material decreases to Seneca’s aggregate oil and gas reserves that have occurred after the effective date of such report.

(i) Additional Documents. On or before the Closing Date, the Representatives and counsel for the Underwriters shall have

received such information, documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Notes as contemplated herein, or in order to evidence the accuracy of any of the

representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained.

If any condition specified in this Section 6 is not satisfied when and as required to be satisfied, this Agreement may be

terminated by the Representatives by written notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Sections 5, 7, 9, 10 and 18 shall

at all times be effective and shall survive such termination.

Section 7. Reimbursement of Underwriters’

Expenses. If this Agreement shall be terminated pursuant to Section 11 or Section 12 hereof (other than clause (i) of Section 12 to the extent such termination relates to any of the Company’s securities), the Company

shall not then have any liability to any Underwriter with respect to the Notes covered by this Agreement except as provided in Sections 5, 9 and 10 hereof; but if this Agreement is terminated by the Representatives pursuant to Section 6 hereof

or clause (i) of Section 12 hereof to the extent such termination relates to any of the Company’s securities, or if the sale to the Underwriters of the Notes on the Closing Date is not consummated because of any refusal, inability or

failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with

respect to themselves), severally, upon demand for all out-of-pocket expenses approved in writing by the Representatives that shall have been reasonably incurred by the

Representatives and the Underwriters in connection with the proposed purchase and the offering and sale of the Notes, including, without limitation, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and

telephone charges, but the Company shall then be under no further liability to any Underwriter with respect to such Notes except as provided in Sections 5, 9 and 10 hereof.

Section 8. Effectiveness of this Agreement. This Agreement shall not become effective until the execution of this

Agreement by the parties hereto.

Section 9. Indemnification.

(a) Indemnification of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its

directors, officers, employees, agents and affiliates (as such term is defined in Rule 501(b) under the Securities Act) (each, an “Affiliate”), and each person, if any, who controls any Underwriter within the meaning of the

Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such director, officer, employee, agent, Affiliate or controlling person may become subject, under the Securities

Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss,

claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any

amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a

material fact contained in any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the

statements therein, in the light of the circumstances under which they were made, not

misleading; and to reimburse each Underwriter and each such director, officer, employee, agent, Affiliate and controlling person for any and all expenses (including the reasonable fees and

disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such director, officer, employee, agent, Affiliate or controlling person in connection with investigating, defending, settling,

compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent arising out of or based upon

any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the

Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities

that the Company may otherwise have.

(b) Indemnification of the Company, its Directors and Officers. Each

Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the

Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other

federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or

expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the

omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in

any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the

light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement,

any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the

Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in

connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the

Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements regarding delivery of the Notes by the

Underwriters set forth in the last paragraph on the cover page of, and the concession and reallowance figures and the paragraphs relating to stabilization of the Notes appearing under the caption “Underwriting” in, the Preliminary

Prospectus and the Prospectus. The indemnity

agreement set forth in this Section 9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Section 9 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 9, notify the indemnifying party in writing of the

commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability that it may have to any indemnified party for contribution or otherwise than under the indemnity agreement contained in this

Section 9 or to the extent it is not prejudiced as a proximate result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party,

the indemnifying party will be entitled to participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party, to assume the defense thereof

with counsel reasonably satisfactory to such indemnified party; provided, however, such indemnified party shall have the right to employ its own counsel in any such action and to participate in the defense thereof, but the fees and expenses of such

counsel shall be at the expense of such indemnified party, unless: (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party; (ii) the indemnifying party has failed promptly to assume the

defense and employ counsel reasonably satisfactory to the indemnified party; or (iii) the named parties to any such action (including any impleaded parties) include both such indemnified party and the indemnifying party or any affiliate of the

indemnifying party, and such indemnified party shall have reasonably concluded that either (x) there may be one or more legal defenses available to it that are different from or additional to those available to the indemnifying party or such

affiliate of the indemnifying party or (y) a conflict may exist between such indemnified party and the indemnifying party or such affiliate of the indemnifying party (it being understood, however, that the indemnifying party shall not, in

connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of

attorneys (in addition to a single firm of local counsel) for all such indemnified parties, which firm shall be designated in writing by the Representatives and that all such reasonable fees and expenses shall be reimbursed as they are incurred).

Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be

liable to such indemnified party under this Section 9 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless the indemnified party shall have employed separate counsel in

accordance with the proviso to the next preceding sentence, in which case the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party.

(d) Settlements. The indemnifying party under this Section 9 shall not be liable for any settlement of any

proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or

expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as

contemplated by Section 9(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is

entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in

accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or

threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent

(i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability

or a failure to act, by or on behalf of any indemnified party.

Section 10. Contribution. If the

indemnification provided for in Section 9 is for any reason held to be unavailable to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party, in

lieu of indemnifying such indemnified party hereunder, shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein in such

proportion as is appropriate to reflect (i) the relative benefits received by the Company and the Underwriters from the offering of the Notes pursuant to this Agreement, (ii) the relative fault of the Company, on the one hand, and the

Underwriters, on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities or expenses and (iii) any other relevant equitable considerations. The relative benefits received by the

Company and the Underwriters in connection with the offering of the Notes pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Notes pursuant to this Agreement (before

deducting expenses) received by the Company, and the total underwriting discount received by the Underwriters, in each case as set forth on the front cover page of the Prospectus bear to the aggregate initial public offering price of the Notes as

set forth on such cover. The relative fault of the Company, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or

omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or the Underwriters, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity

to correct or prevent such statement or omission.

The amount paid or payable by a party as a result of the losses,

claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 9(c), any reasonable legal or other fees or expenses reasonably incurred by such party in connection with

investigating or defending any action or claim.

The Company and the Underwriters agree that it would not be just and

equitable if contribution pursuant to this Section 10 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable

considerations referred to in this Section 10.

Notwithstanding the provisions of this Section 10, no

Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Notes underwritten by it and distributed to the public exceeds the amount of any damages that such Underwriter has otherwise been

required to pay by reason of such untrue or alleged untrue

statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from

any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 10 are several, and not joint, in proportion to their respective underwriting commitments as set

forth opposite their names in Schedule A. For purposes of this Section 10, each director, officer, employee, agent and Affiliate of an Underwriter and each person, if any, who controls an Underwriter within the meaning of the Securities Act and

the Exchange Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company with the meaning

of the Securities Act and the Exchange Act shall have the same rights to contribution as the Company.

Section 11.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Notes that it or they have agreed to purchase hereunder on such date, and the aggregate

principal amount of Notes, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Notes to be purchased on such date, the other Underwriters shall be

obligated, severally, in the proportion to the aggregate principal amounts of such Notes set forth opposite their respective names on Schedule A bears to the aggregate principal amount of such Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives (excluding any defaulting Underwriter) with the consent of the

non-defaulting Underwriters, to purchase such Notes that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the

Underwriters shall fail or refuse to purchase such Notes and the aggregate principal amount of such Notes with respect to which such default occurs exceeds 10% of the aggregate principal amount of Notes to be purchased on such date, and arrangements

satisfactory to the Representatives (excluding any defaulting Underwriter) and the Company for the purchase of such Notes are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other

party except that the provisions of Sections 5, 7, 9, 10 and 18 hereof shall at all times be effective and shall survive such termination. In any such case, either the Representatives or the Company shall have the right to postpone the Closing Date,

but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be

effected.

As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted

for a defaulting Underwriter under this Section 11. Any action taken under this Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Section 12. Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the

Representatives by written notice given to the Company if at any time since the Execution Time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or the New York Stock

Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock

exchanges by the Commission or the FINRA; (ii) a

general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international

hostilities or any crisis or calamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or

international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to offer, sell or deliver the Notes in the manner and on the terms described in

the Disclosure Package or to enforce contracts for the sale of securities; or (iv) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services. Any termination pursuant to this

Section 12 shall be without liability of any party to any other party except as provided in Sections 5 and 7 hereof, and provided further that Sections 5, 7, 9, 10 and 18 hereof shall survive such termination and remain in full force and

effect.

Section 13. No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and

sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction

between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this

Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the

Company or its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions

contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering

contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the

Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax

advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the

several Underwriters with respect to the subject matter hereof.

Section 14. Representations and Indemnities to

Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers and of the several Underwriters set forth in or made pursuant to this Agreement (i) will remain

operative and in full force and effect, regardless of any (A) investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the officers or employees of any Underwriter, or any person controlling the

Underwriter, the Company, the officers or employees of the Company, or any person controlling the Company, as the case may be or (B) acceptance of the Notes and payment for them hereunder and (ii) will survive delivery of and payment for

the Notes sold hereunder and any termination of this Agreement.

Section 15. Notices. All communications hereunder shall be in

writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows:

If to the

Representatives:

TD Securities (USA) LLC

1 Vanderbilt Avenue, 11th Floor

New York, New York 10017

United States of America

Email: [***]

Attn: DCM - Transaction Advisory

Wells Fargo Securities, LLC

550 South Tryon Street, 5th Floor

Charlotte, North Carolina 28202

Attention: Transaction Management Department

E-mail: [***]

BofA Securities, Inc.

114 West 47th Street

NY8-114-07-01

New York, New York 10036

Attention: High Grade Debt Capital Markets Transaction Management/Legal

Fax No.: [***]

and

J.P. Morgan Securities LLC

270 Park Ave

New York, New York 10017

Attention: Investment Grade Syndicate Desk

Fax No. [***]

with a copy to:

Hunton Andrews Kurth LLP

200 Park Avenue

New York, New York 10166

Facsimile: [***]

Attention: Michael F. Fitzpatrick, Jr.

If to the Company:

National Fuel Gas Company

6363 Main Street

Williamsville, New York 14221

Facsimile: [***]

Attention: Timothy J. Silverstein, Treasurer and Chief Financial Officer

with a copy to:

Jones Day

901 Lakeside Avenue

Cleveland, Ohio 44114

Facsimile: [***]

Attention: Andrew C. Thomas

Any party hereto may change the address for receipt of communications by giving written notice to the others.

Section 16. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto,

including any substitute Underwriters pursuant to Section 11 hereof, and to the benefit of the directors, officers, employees, agents and controlling persons referred to in Sections 9 and 10 hereof, and in each case their respective successors,

and no other person will have any right or obligation hereunder. The term “successors” shall not include any purchaser of the Notes as such from any of the Underwriters merely by reason of such purchase.

Section 17. Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of

this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be

deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

Section 18. Governing Law Provisions. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN

ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE.

Section 19. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO

(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT

IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 20. General Provisions. This Agreement may be executed in two or more counterparts, each one of which

shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act

of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly

delivered and be valid and effective for all purposes. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party

whom

the condition is meant to benefit. The Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

Section 21. Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III

of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which

information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

Section 22. Recognition of the U.S. Special Resolution Regimes. In the event that any Underwriter that is a

Covered Entity (as hereinafter defined) becomes subject to a proceeding under a U.S. Special Resolution Regime (as hereinafter defined), the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this

Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the

United States.

In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as hereinafter defined)

of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as hereinafter defined) under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater

extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in

accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §

47.3(b); or

(3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.

§ 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in

accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution

Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

If the foregoing is in accordance with your understanding of our agreement,

kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.

Very truly yours,

NATIONAL FUEL GAS COMPANY

By:

/s/ Timothy J. Silverstein

Name:

Timothy J. Silverstein

Title:

Treasurer and

Chief Financial Officer

The foregoing Underwriting Agreement is hereby confirmed and accepted by the

Representatives as of the date first above written.

TD SECURITIES (USA) LLC

WELLS FARGO SECURITIES, LLC

BOFA

SECURITIES, INC.

J.P. MORGAN SECURITIES LLC

Acting as Representatives of the several Underwriters named in the attached Schedule A

TD SECURITIES (USA) LLC

By:

/s/ Luiz Lanfredi

Name: Luiz Lanfredi

Title: Managing Director

WELLS FARGO SECURITIES, LLC

By:

/s/ Carolyn Hurley

Name: Carolyn Hurley

Title: Managing Director

BOFA SECURITIES, INC.

By:

/s/ Kevin Wehler

Name: Kevin Wehler

Title: Managing Director

J.P. MORGAN SECURITIES LLC

By:

/s/ Robert Bottamedi

Name: Robert Bottamedi

Title: Executive Director

SCHEDULE A

Underwriters

Aggregate

Principal

Amount of

2029 Notes

to be

Purchased

Aggregate

Principal

Amount of

2031 Notes

to be

Purchased

Aggregate

Principal

Amount of

2036 Notes

to be

Purchased

TD Securities (USA) LLC

125,000,000

Wells Fargo Securities, LLC

125,000,000

BofA Securities, Inc.

55,000,000

J.P. Morgan Securities LLC

55,000,000

PNC Capital Markets LLC

35,000,000

CIBC World Markets Corp.

20,000,000

KeyBanc Capital Markets Inc.

20,000,000

U.S. Bancorp Investments, Inc.

20,000,000

Mizuho Securities USA LLC

12,500,000

Comerica Securities, Inc.

12,500,000

M&T Securities, Inc.

12,500,000

HSBC Securities (USA) Inc.

3,750,000

Truist Securities, Inc.

3,750,000

Total

500,000,000

ANNEX I

Issuer Free Writing Prospectuses

Final

Term Sheet dated May 27, 2026

The Company’s Fixed Income Investor Presentation as available May 26, 2026

The Company’s Fixed Income Investor Presentation as available May 27, 2026

Annex I - 1

EXHIBIT D

NATIONAL FUEL GAS COMPANY

Form of Final Term Sheet

May 27, 2026

Issuer:

National Fuel Gas Company

Expected Ratings*:

Intentionally Omitted

Trade Date:

May 27, 2026

Settlement Date**:

June 10, 2026 (T+10)

Security:

4.75% Notes due 2029 (the “2029 Notes”)

5.05% Notes due 2031 (the “2031 Notes”)

5.50% Notes due 2036 (the “2036 Notes”)

Interest Payment Dates:

May 15 and November 15, commencing November 15, 2026

April 15 and October 15, commencing October 15, 2026

May 15 and November 15, commencing November 15, 2026

Size:

$500,000,000

Maturity:

May 15, 2029

October 15, 2031

May 15, 2036

Benchmark Treasury:

3.875% due May 15, 2029

3.875% due April 30, 2031

4.375% due May 15, 2036

Benchmark Treasury Yield:

4.086%

4.177%

4.485%

Spread to Benchmark Treasury:

+70 basis points

+90 basis points

+110 basis points

Yield to Maturity:

4.786%

5.077%

5.585%

Price to Public:

99.906%

99.882%

99.363%

Coupon (Interest Rate):

4.75% per annum

5.05% per annum

5.50% per annum

Interest Rate Adjustment:

The interest rate payable on the 2029 Notes will be subject to adjustment based on certain rating events as described under the caption “Description of the Notes – Interest Rate Adjustment” in the Preliminary

Prospectus Supplement dated May 27, 2026.

The interest rate payable on the 2031 Notes will be subject to adjustment based on certain rating events as described under the caption “Description of the Notes – Interest Rate Adjustment” in the Preliminary

Prospectus Supplement dated May 27, 2026.

The interest rate payable on the 2036 Notes will be subject to adjustment based on certain rating events as described under the caption “Description of the Notes – Interest Rate Adjustment” in the Preliminary

Prospectus Supplement dated May 27, 2026.

Make-Whole Optional Redemption:

Prior to April 15, 2029 (one month prior to the maturity date of the 2029 Notes), the Issuer may redeem the 2029 Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to the

greater of: (1) (a) the sum of

Prior to September 15, 2031 (one month prior to the maturity date of the 2031 Notes), the Issuer may redeem the 2031 Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to

the greater of: (1)

Prior to February 15, 2036 (three months prior to the maturity date of the 2036 Notes), the Issuer may redeem the 2036 Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to

the

the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2029

Notes matured on May 15, 2029) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 12.5 basis points less

(b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the 2029 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after April 15, 2029, the Issuer may redeem the 2029 Notes, in whole or in

part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2029 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date

(assuming the 2031 Notes matured on October 15, 2031) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus

15.0 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the 2031 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after September 15, 2031, the Issuer may redeem the 2031 Notes, in whole or

in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2031 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the

redemption date (assuming the 2036 Notes matured on May 15, 2036) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the

Treasury Rate plus 20.0 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the 2036 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption

date.

On or after February 15, 2036, the Issuer may redeem the 2036 Notes, in

whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2036 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

CUSIP / ISIN:

636180 BV2 / US636180BV21

636180 BW0 / US636180BW04

636180 BX8 / US636180BX86

Special Mandatory Redemption:

The 2029 Notes, the 2031 Notes and the 2036 Notes will be subject to a special mandatory redemption in the event that (a) the CenterPoint Acquisition is not consummated on or prior to the later of

(i) April 20, 2027 or (ii) the date that is five business days after any later date to which the parties to the Purchase Agreement may agree to extend the termination date pursuant to the Purchase Agreement (such later date of

(i) or (ii) to occur, the “Outside Date”) or (b) if prior to the Outside Date, the Purchase Agreement is terminated, other than in connection with the consummation of the CenterPoint Acquisition and is not otherwise amended or

replaced (each such event, a “special mandatory redemption event”). If a special mandatory redemption event occurs, the Issuer will redeem the 2029 Notes, the 2031 Notes and the 2036 Notes at the special mandatory redemption price equal

to 101% of the principal amount of the notes being redeemed, plus accrued and unpaid interest from the date of initial issuance, or the most recent date to which interest has been paid or provided for, whichever is later, to, but not including, the

special mandatory redemption date.

Joint Book-Running Managers:

TD Securities (USA) LLC

Wells Fargo Securities,

LLC

BofA Securities, Inc.

J.P. Morgan Securities LLC

PNC Capital Markets LLC

Senior Co-Managers:

CIBC World Markets Corp.

KeyBanc Capital

Markets Inc.

U.S. Bancorp Investments, Inc.

Mizuho Securities

USA LLC

Co-Managers:

Comerica Securities, Inc.

M&T Securities,

Inc.

HSBC Securities (USA) Inc.

Truist Securities,

Inc.

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to

revision or withdrawal at any time.

It is expected that delivery of the notes will be made, against payment for the notes, on or about

June 10, 2026, which will be the tenth business day following the pricing of the notes. Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in one

business day, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers of the notes who wish to trade the notes prior to the first business day before delivery of the notes should specify an extended settlement cycle at the

time they enter into any such trade to prevent failed settlement and should consult their own advisors.

The sources and uses table on page S-15 is updated as follows:

Sources of Funds

Uses of Funds

(in millions)

Commercial paper and other short-term

facilities(1)

217

Purchase of CenterPoint Ohio

2,620

Seller Note Facility

1,200

Repayment of 2026 Notes(2)

300

2029 notes offered hereby

500

Term Loan Facility(3)

300

2031 notes offered hereby

500

Estimated fees, costs & expenses(4)

2036 notes offered hereby

500

Total uses

3,267

Private Placement(3)

350

Total sources

3,267

(1)

Represents notes payable to banks and commercial paper.

(2)

Includes the repurchase and/or repayment of $300 million in aggregate principal amount of the 2026

Notes.

(3)

On January 22, 2026, we used a portion of the gross proceeds from the Private Placement to repay

$300 million outstanding under the Term Loan Facility.

(4)

Includes transaction and financing fees and expenses, including underwriting discount.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this

communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement for this offering and the other documents the issuer has filed with the SEC for more complete information about the

issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, TD Securities (USA) LLC, Wells Fargo Securities, LLC, BofA Securities, Inc. or J.P. Morgan Securities LLC can

arrange to send you the prospectus if you request it by calling TD Securities (USA) LLC toll-free at (855) 495-9846, Wells Fargo Securities, LLC toll-free at (800)

645-3751, BofA Securities, Inc. toll-free at (800) 294-1322 or by email at dg.prospectus_requests@bofa.com or J.P. Morgan Securities LLC collect at (212) 834-4533.

EX-4.1-1 — EX-4.1.1

EX-4.1-1

Filename: d88985dex411.htm · Sequence: 3

EX-4.1.1

Exhibit 4.1.1

NATIONAL FUEL GAS COMPANY

OFFICER’S CERTIFICATE

Establishing 4.75% Notes due 2029, 5.05% Notes due 2031 and 5.50% Notes due 2036

June 10, 2026

Timothy J. Silverstein, the Treasurer and Chief Financial Officer of National Fuel Gas Company, a New Jersey corporation (the

“Company”), pursuant to the authority granted in the resolutions of the Board of Directors (the “Board”) of the Company adopted on June 15, 2023 and December 5, 2025 and the Financing Committee of the Board on

May 12, 2026 and Sections 102, 201 and 301 of the Indenture (as defined below), does hereby certify to The Bank of New York Mellon (formerly The Bank of New York), as Trustee (the “Trustee”) under the Indenture of the Company (For

Unsecured Debt Securities) dated as of October 1, 1999 (as supplemented or amended to date, the “Indenture”), that:

The Securities of the sixteenth series to be issued under the Indenture shall be designated 4.75% Notes due

2029 (the “Notes of the Sixteenth Series”); the Notes of the Sixteenth Series shall be in substantially the form set forth in Exhibit A hereto.

The Securities of the seventeenth series to be issued under the Indenture shall be designated 5.05% Notes due

2031 (the “Notes of the Seventeenth Series”); the Notes of the Seventeenth Series shall be in substantially the form set forth in Exhibit B hereto.

The Securities of the eighteenth series to be issued under the Indenture shall be designated 5.50% Notes due

2036 (the “Notes of the Eighteenth Series” and, collectively with the Notes of the Sixteenth Series and the Notes of the Seventeenth Series, the “Notes”); the Notes of the Eighteenth Series shall be in substantially the form

set forth in Exhibit C hereto.

The Notes of the Sixteenth Series shall be initially authenticated and delivered in the aggregate principal

amount of $500,000,000 (the “Initial Notes of the Sixteenth Series”); provided, however, that the Company may, without consent of the Holders of the Initial Notes of the Sixteenth Series, create and issue additional Notes of the

Sixteenth Series ranking equally with, and otherwise identical in all respects to, the Initial Notes of the Sixteenth Series (except for the issue date, issue price, the date from which interest first accrues thereon and, if applicable, the first

interest payment date therefor), which additional Notes of the Sixteenth Series shall form a single series with the Initial Notes of the Sixteenth Series.

The Notes of the Seventeenth Series shall be initially authenticated and delivered in the aggregate principal

amount of $500,000,000 (the “Initial Notes of the Seventeenth Series”); provided, however, that the Company may, without consent of the Holders of the Initial Notes of the Seventeenth Series, create and issue additional Notes of the

Seventeenth Series ranking equally with, and otherwise identical in all respects to, the Initial Notes of the Seventeenth Series (except for the issue date, issue price, the date from which interest first accrues thereon and, if applicable, the

first interest payment date

therefor), which additional Notes of the Seventeenth Series shall form a single series with the Initial Notes of the Seventeenth Series.

The Notes of the Eighteenth Series shall be initially authenticated and delivered in the aggregate principal

amount of $500,000,000 (the “Initial Notes of the Eighteenth Series”); provided, however, that the Company may, without consent of the Holders of the Initial Notes of the Eighteenth Series, create and issue additional Notes of the

Eighteenth Series ranking equally with, and otherwise identical in all respects to, the Initial Notes of the Eighteenth Series (except for the issue date, issue price, the date from which interest first accrues thereon and, if applicable, the first

interest payment date therefor), which additional Notes of the Eighteenth Series shall form a single series with the Initial Notes of the Eighteenth Series.

The Notes of the Sixteenth Series shall mature, and the principal thereof shall be due and payable, together

with all accrued and unpaid interest thereon, on May 15, 2029.

The Notes of the Seventeenth Series shall mature, and the principal thereof shall be due and payable, together

with all accrued and unpaid interest thereon, on October 15, 2031.

The Notes of the Eighteenth Series shall mature, and the principal thereof shall be due and payable, together

with all accrued and unpaid interest thereon, on May 15, 2036.

10.

The Notes shall be issued in the denominations of $2,000 and integral multiples of $1,000 in excess thereof.

11.

The Notes of the Sixteenth Series shall bear interest as provided in the form thereof set forth in Exhibit A.

12.

The Notes of the Seventeenth Series shall bear interest as provided in the form thereof set forth in Exhibit B.

13.

The Notes of the Eighteenth Series shall bear interest as provided in the form thereof set forth in Exhibit C.

14.

The principal of and premium, if any, and interest on the Notes shall be payable at, and registration of

transfers and exchanges in respect of the Notes may be effected at, the office or agency of the Company in The City of New York; provided, however, that payment of interest may be made at the option of the Company by check mailed to the address of

the persons entitled thereto or, in certain circumstances described in the form of Notes of the Sixteenth Series hereto attached as Exhibit A, the form of Notes of the Seventeenth Series hereto attached as Exhibit B and the form of Notes of the

Eighteenth Series hereto attached as Exhibit C, as applicable, by wire transfer to an account designated by the person entitled thereto. Notices and demands to or upon the Company in respect of the Notes and the Indenture may be served at the office

or agency of the Company in The City of New York. The Corporate Trust Office of the Trustee, located at 500 Ross Street 12th Floor, Pittsburgh, Pennsylvania, shall initially be the agency of the

Company for such payment, registration and registration of transfers and exchanges and service of notices and demands and the Company hereby appoints the Trustee as its agent

- 2 -

for all such purposes; provided, however, that the Company reserves the right to change, by one or more Officer’s Certificates, any such office or agency and such agent. The Trustee shall

initially be the Security Registrar and the Paying Agent for the Notes.

15.

The Notes of the Sixteenth Series are subject to optional redemption as provided in the form thereof set forth

in Exhibit A.

16.

The Notes of the Seventeenth Series are subject to optional redemption as provided in the form thereof set

forth in Exhibit B.

17.

The Notes of the Eighteenth Series are subject to optional redemption as provided in the form thereof set forth

in Exhibit C.

18.

The Notes of the Sixteenth Series are subject to a special mandatory redemption as provided in the form thereof

set forth in Exhibit A.

19.

The Notes of the Seventeenth Series are subject to a special mandatory redemption as provided in the form

thereof set forth in Exhibit B.

20.

The Notes of the Eighteenth Series are subject to a special mandatory redemption as provided in the form

thereof set forth in Exhibit C.

21.

The Notes shall not be entitled to the benefit of any sinking fund.

22.

If a “Change of Control Triggering Event” (as defined in Exhibit A hereto) occurs, each Holder of

the Notes of the Sixteenth Series may require the Company to repurchase all or a portion of such Holder’s Notes of the Sixteenth Series at a price equal to 101% of the aggregate principal amount, plus accrued and unpaid interest, if any, to,

but not including, the date of purchase, on the terms and subject to the conditions set forth in Exhibit A hereto.

23.

If a “Change of Control Triggering Event” (as defined in Exhibit B hereto) occurs, each Holder of

the Notes of the Seventeenth Series may require the Company to repurchase all or a portion of such Holder’s Notes of the Seventeenth Series at a price equal to 101% of the aggregate principal amount, plus accrued and unpaid interest, if any,

to, but not including, the date of purchase, on the terms and subject to the conditions set forth in Exhibit B hereto.

24.

If a “Change of Control Triggering Event” (as defined in Exhibit C hereto) occurs, each Holder of

the Notes of the Eighteenth Series may require the Company to repurchase all or a portion of such Holder’s Notes of the Eighteenth Series at a price equal to 101% of the aggregate principal amount, plus accrued and unpaid interest, if any, to,

but not including, the date of purchase, on the terms and subject to the conditions set forth in Exhibit C hereto.

25.

The Notes shall be issued initially in global form registered in the name of Cede & Co. (as nominee

for The Depository Trust Company, New York, New York).

- 3 -

26.

Beneficial interests in the Notes of the Sixteenth Series issued as Global Notes may not be exchanged in whole

or in part for individual certificated Notes of the Sixteenth Series in definitive form, and no transfer of a Global Note of the Sixteenth Series in whole or in part may be registered in the name of any Person other than the Depository or its

nominee, except that if (A) the Depository has notified the Company that it is unwilling or unable to continue as Depository for the Global Notes of the Sixteenth Series, (B) the Depository has ceased to be a clearing agency registered

under the Exchange Act and, in either case, a successor depository for such Global Notes of the Sixteenth Series has not been appointed within 90 days of (i) that notice or (ii) the Company becoming aware that the Depository is no longer

registered, (C) an Event of Default occurred and is continuing, and the Depository requests the issuance of certificated Notes of the Sixteenth Series in definitive form or (D) the Company determines not to have the Notes of the Sixteenth

Series represented by Global Notes, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of the definitive Notes of the Sixteenth Series, shall authenticate and deliver, Notes of the

Sixteenth Series in definitive certificated form in an aggregate principal amount equal to the principal amount of the Global Notes of the Sixteenth Series representing such Notes of the Sixteenth Series in exchange for such Global Notes of the

Sixteenth Series, such definitive Notes of the Sixteenth Series to be registered in the names provided by the Depository.

27.

Beneficial interests in the Notes of the Seventeenth Series issued as Global Notes may not be exchanged in

whole or in part for individual certificated Notes of the Seventeenth Series in definitive form, and no transfer of a Global Note of the Seventeenth Series in whole or in part may be registered in the name of any Person other than the Depository or

its nominee, except that if (A) the Depository has notified the Company that it is unwilling or unable to continue as Depository for the Global Notes of the Seventeenth Series, (B) the Depository has ceased to be a clearing agency

registered under the Exchange Act and, in either case, a successor depository for such Global Notes of the Seventeenth Series has not been appointed within 90 days of (i) that notice or (ii) the Company becoming aware that the Depository

is no longer registered, (C) an Event of Default occurred and is continuing, and the Depository requests the issuance of certificated Notes of the Seventeenth Series in definitive form or (D) the Company determines not to have the Notes of

the Seventeenth Series represented by Global Notes, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of the definitive Notes of the Seventeenth Series, shall authenticate and deliver,

Notes of the Seventeenth Series in definitive certificated form in an aggregate principal amount equal to the principal amount of the Global Notes of the Seventeenth Series representing such Notes of the Seventeenth Series in exchange for such

Global Notes of the Seventeenth Series, such definitive Notes of the Seventeenth Series to be registered in the names provided by the Depository.

28.

Beneficial interests in the Notes of the Eighteenth Series issued as Global Notes may not be exchanged in whole

or in part for individual certificated Notes of the Eighteenth Series in definitive form, and no transfer of a Global Note of the Eighteenth Series in whole or in part may be registered in the name of any Person other than the Depository or its

nominee, except that if (A) the Depository has notified the Company that it is unwilling

- 4 -

or unable to continue as Depository for the Global Notes of the Eighteenth Series, (B) the Depository has ceased to be a clearing agency registered under the Exchange Act and, in either

case, a successor depository for such Global Notes of the Eighteenth Series has not been appointed within 90 days of (i) that notice or (ii) the Company becoming aware that the Depository is no longer registered, (C) an Event of

Default occurred and is continuing, and the Depository requests the issuance of certificated Notes of the Eighteenth Series in definitive form or (D) the Company determines not to have the Notes of the Eighteenth Series represented by Global

Notes, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of the definitive Notes of the Eighteenth Series, shall authenticate and deliver, Notes of the Eighteenth Series in definitive

certificated form in an aggregate principal amount equal to the principal amount of the Global Notes of the Eighteenth Series representing such Notes of the Eighteenth Series in exchange for such Global Notes of the Eighteenth Series, such

definitive Notes of the Eighteenth Series to be registered in the names provided by the Depository.

29.

With respect to the Notes, the Trustee shall have the right to accept and act upon instructions, including

funds transfer instructions (“Instructions”) given pursuant to the Indenture and delivered using e-mail, secure electronic transmission containing applicable authorization codes, passwords and/or

authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services (collectively, “Electronic Means”); provided, however, that the Company shall provide to

the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended

by the Company whenever an Authorized Officer is to be added or deleted from the listing. If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the

Trustee’s understanding of such Instructions shall be deemed controlling. The Company understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively

presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company shall be responsible for ensuring that only

Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or

authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s good faith reliance upon and compliance with such Instructions notwithstanding

such directions conflict or are inconsistent with a subsequent written instruction. The Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the

risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to

the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection with its

- 5 -

transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee as soon as

reasonably practicable upon learning of any compromise or unauthorized use of the security procedures.

30.

No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however,

that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer.

31.

The Trustee, the Security Registrar and the Company shall have no responsibility under the Indenture for

transfers of beneficial interests in the Notes, for any depository records of beneficial interests or for any transactions between the Depository and beneficial owners.

32.

If the Company shall make any deposit of money and/or Eligible Obligations with respect to any Notes, or any

portion of the principal amount thereof, as contemplated by Section 701 of the Indenture, the Company shall not deliver an Officer’s Certificate described in clause (z) in the first paragraph of said Section 701 unless the

Company shall also deliver to the Trustee, together with such Officer’s Certificate, either:

(A)

an instrument wherein the Company, notwithstanding the satisfaction and discharge of its indebtedness in respect of the Notes, shall assume the obligation (which shall be absolute and unconditional) to irrevocably deposit with the Trustee or Paying

Agent such additional sums of money, if any, or additional Eligible Obligations (meeting the requirements of Section 701), if any, or any combination thereof, at such time or times, as shall be necessary, together with the money and/or Eligible

Obligations theretofore so deposited, to pay when due the principal of and premium, if any, and interest, if any, due and to become due on such Notes or portions thereof, all in accordance with and subject to the provisions of said Section 701;

provided, however, that such instrument may state that the obligation of the Company to make additional deposits as aforesaid shall be subject to the delivery to the Company by the Trustee of a notice asserting the deficiency accompanied by an

opinion of an independent public accountant of nationally recognized standing, selected by the Company and acceptable to the Trustee, showing the calculation thereof; or

(B) an Opinion of Counsel to the effect that, as a result of (i) the receipt by the Company from, or the publication by,

the Internal Revenue Service of a ruling or (ii) a change in law occurring after the date of this certificate, the Holders of such Notes, or portions of the principal amount thereof, will not recognize income, gain or loss for United States

federal income tax purposes as a result of the satisfaction and discharge of the Company’s indebtedness in respect thereof and will be subject to United States federal income tax on the same amounts, at the same times and in the same manner as

if such satisfaction and discharge had not been effected.

33.

The Notes of the Sixteenth Series shall have such other terms and provisions as are provided in the form

thereof set forth in Exhibit A hereto.

- 6 -

34.

The Notes of the Seventeenth Series shall have such other terms and provisions as are provided in the form

thereof set forth in Exhibit B hereto.

35.

The Notes of the Eighteenth Series shall have such other terms and provisions as are provided in the form

thereof set forth in Exhibit C hereto.

36.

All conditions precedent, if any, provided for in the Indenture (including any covenants compliance with which

constitutes a condition precedent), relating to the Company’s issuance of the Notes and the Trustee’s authentication and delivery of the Notes requested in the accompanying Company Order No. 16 (with respect to the Notes of the

Sixteenth Series), Company Order No. 17 (with respect to the Notes of the Seventeenth Series) and Company Order No. 18 (with respect to the Notes of the Eighteenth Series) have been complied with.

37.

The undersigned has read all of the covenants and conditions contained in the Indenture, and the definitions in

the Indenture relating thereto, relating to the Company’s issuance of the Notes and the Trustee’s authentication and delivery of the Notes, and in respect of compliance with which this certificate is made.

38.

The statements contained in this certificate are based upon the familiarity of the undersigned with the

Indenture, the documents accompanying this certificate, and upon discussions by the undersigned with officers, employees and counsel of the Company familiar with the matters set forth herein.

39.

In the opinion of the undersigned, he has made such examination or investigation as is necessary to enable him

to express an informed opinion as to whether or not such covenants and conditions have been complied with.

40.

In the opinion of the undersigned, such conditions and covenants have been complied with.

41.

Solely with respect to the Notes, the Trustee’s certificate of authentication on the Notes, and any other

document delivered in connection with the Indenture, this Officer’s Certificate or the issuance and delivery of the Notes may be signed on behalf of the Trustee by manual or pdf or other electronically imaged signature.

Capitalized terms used herein and not otherwise defined shall have the meaning prescribed to them in the Indenture.

- 7 -

IN WITNESS WHEREOF, I have executed this Officer’s Certificate as of the date first

written above.

/s/ Timothy J. Silverstein

Timothy J. Silverstein

Treasurer and Chief Financial Officer

[Signature Page to Officer’s Certificate Establishing the Terms of the Notes]

EXHIBIT A

[depositary legend]

[Unless

this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is

registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of

DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]

[FORM OF FACE OF NOTE]

NATIONAL

FUEL GAS COMPANY

4.75% NOTES DUE 2029

NO. R-1

CUSIP NO.: 636180 BV2

ORIGINAL ISSUE DATE: June 10, 2026

PRINCIPAL AMOUNT: $500,000,000

ORIGINAL INTEREST ACCRUAL DATE: June 10, 2026

INTEREST RATE: 4.75%

MATURITY DATE: May 15, 2029

INTEREST PAYMENT DATES: May 15 and November 15, commencing November 15, 2026

REDEEMABLE AT OPTION OF THE COMPANY:

YES ☒ NO ☐

REDEEMABLE AT OPTION OF THE HOLDER:

YES ☐ NO ☒

(See the Reverse of this Note for redemption provisions)

NATIONAL FUEL GAS COMPANY, a corporation duly organized and existing under the laws of the State of New Jersey

(herein referred to as the “Company,” which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to _______________ or registered assigns, the principal sum

of _______________ on the Maturity Date specified above, and to pay interest thereon at the Interest Rate specified above, subject to adjustment as set forth on the reverse hereof under “Interest Rate Adjustment,” semiannually on the

Interest Payment Dates specified above of each

year and on the Maturity Date, from the Original Interest Accrual Date specified above or from the most recent Interest Payment Date to which interest has been paid, unless the Company shall

default in the payment of interest due on such Interest Payment Date, in which case interest shall be payable from the next preceding Interest Payment Date to which interest has been paid, or, if no interest has been paid on this Security, from the

Original Interest Accrual Date. In the event that the Maturity Date or any date fixed for redemption is not a Business Day, then payment of principal and interest payable on such date shall be made on the next succeeding day which is a Business Day

(and without any interest or other payment in respect of such delay) with the same force and effect as if made on such Maturity Date or date fixed for redemption. In the event that any Interest Payment Date is not a Business Day, then payment of

interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of such delay) with the same force and effect as if made on such Interest Payment Date. The Initial

Interest Payment Date shall be November 15, 2026, and the payment on that date shall include all interest accrued from the Original Interest Accrual Date. The interest so payable, and punctually paid or duly provided for, on any Interest

Payment Date shall, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be

(a) the Business Day immediately preceding such Interest Payment Date so long as Securities of this series remain in book-entry only form or (b) the 15th calendar day prior to such Interest Payment Date if Securities of this series do not

remain in book-entry only form; provided, however, that interest payable at Maturity shall be paid to the Person to whom principal shall be paid. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to

the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted

Interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the

requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

Payment of the principal of and premium, if any, and interest on this Security shall be made at the office or agency of the Company maintained

for that purpose in The City of New York, the State of New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that (a) at the

option of the Company, interest on this Security may be paid by check mailed to the address of the person entitled thereto, as such address shall appear on the Security Register or by wire transfer to an account designated by the person entitled

thereto, and (b) upon the written request of a Holder of not less than $10 million in aggregate principal amount of Securities of this series delivered to the Company and the Paying Agent at least ten days prior to any Interest Payment

Date, payment of interest on such Securities to such Holder on such Interest Payment Date shall be made by wire transfer of immediately available funds to an account maintained within the continental United States specified by such Holder or, if

such Holder maintains an account with the entity acting as Paying Agent, by deposit into such account.

- 2 -

Reference is hereby made to the further provisions of this Security set forth on the reverse

hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of

authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual, pdf or other electronically imaged signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for

any purpose.

[Signature Page Follows]

- 3 -

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

NATIONAL FUEL GAS COMPANY

By:

Timothy J. Silverstein

Treasurer and Chief Financial Officer

[Signature Page to the Global Note (2029 Notes)]

[FORM OF CERTIFICATE OF AUTHENTICATION]

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture.

Dated: June 10, 2026

THE BANK OF NEW YORK MELLON, as Trustee

By:

Authorized Signatory

[Signature Page to the Certificate of Authentication (2029 Notes)]

[FORM OF REVERSE OF NOTE]

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be

issued in one or more series under an Indenture (For Unsecured Debt Securities), dated as of October 1, 1999 (herein, together with any amendments or supplements thereto, called the “Indenture,” which term shall have the meaning

assigned to it in such instrument), between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture),

and reference is hereby made to the Indenture, including the Board Resolutions and Officer’s Certificate filed with the Trustee on June 10, 2026 creating the series designated on the face hereof, for a statement of the respective rights,

limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series

designated on the face hereof. The acceptance of this Security shall be deemed to constitute the consent and agreement by the Holder hereof to all terms and provisions of the Indenture.

Optional Redemption

Prior to

April 15, 2029 (one month prior to their maturity date) (the “Par Call Date”), the Company may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a

percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the sum of the present values of the

remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year

consisting of twelve 30-day months) at the Treasury Rate plus 12.5 basis points less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Securities to be redeemed,

plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after the Par Call Date, the Company may redeem the Securities, in whole or in part, at any time and from time to time, at a redemption

price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest thereon to the redemption date.

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the

following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as

yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent day that appear after such

time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor

designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading)

(“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the

“Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than

and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and

rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining

Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the

redemption date.

If on the third Business Day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate

the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the United States Treasury security maturing on, or

with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from

the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there

are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States

Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate

in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00

a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Company’s actions and

determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Company shall notify the Trustee of the redemption price promptly after the calculation thereof and the Trustee will not

be responsible or liable for any calculation of the redemption price or of any component thereof, or for determining whether manifest error has occurred.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s

procedures) at least 10 days but not more than 60 days before the redemption date to each holder of Securities to be redeemed. As provided in the Indenture, notice of redemption at the election of the Company as aforesaid may state that such

redemption shall be conditional upon the receipt by the applicable Paying Agent or Agents of

- 2 -

money sufficient to pay the principal of and premium, if any, and interest, if any, on the Securities on or prior to the date fixed for such redemption; a notice of redemption so conditioned

shall be of no force or effect if such money is not so received and, in such event, the Company shall not be required to redeem the Securities.

In the case of a partial redemption, selection of the Securities for redemption will be made pro rata, by lot or by such other method as the

Trustee in its sole discretion deems appropriate and fair. No Securities of a principal amount of $2,000 or less will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption that relates to the Security will

state the portion of the principal amount of the Security to be redeemed. Except in the case of global notes, a new Security in a principal amount equal to the unredeemed portion of the Security will be issued in the name of the holder of the

Security upon surrender for cancellation of the original Security. In the case of the global notes, DTC, or its nominee, will determine the allocation of the redemption price amongst the ownership interest of each actual purchaser of notes in such

global note in accordance with the policies and procedures of the depositary.

Unless the Company defaults in payment of the redemption

price, on and after the redemption date interest will cease to accrue on the Securities or portions thereof called for redemption.

Special Mandatory

Redemption

The Securities are subject to a “special mandatory redemption” in the event that (a) the CenterPoint

Acquisition is not consummated on or prior to the later of (i) April 20, 2027 or (ii) the date that is five Business Days after any later date to which the parties to the Purchase Agreement may agree to extend the termination date

pursuant to the Purchase Agreement (such later date of (i) or (ii) to occur, the “Outside Date”) or (b) if prior to the Outside Date, the Purchase Agreement is terminated, other than in connection with the consummation of the

CenterPoint Acquisition and is not otherwise amended or replaced (each such event, a “Special Mandatory Redemption Event”). If a Special Mandatory Redemption Event occurs, the Company will redeem the Securities at the “special

mandatory redemption price” equal to 101% of the principal amount of the Securities being redeemed, plus accrued and unpaid interest from the date of initial issuance, or the most recent date to which interest has been paid or provided for,

whichever is later, to, but not including, the special mandatory redemption date. The “special mandatory redemption date” will be selected by the Company and will be a date no later than the tenth Business Day following the earlier to

occur of (a) the Outside Date or (b) the date that the Purchase Agreement is terminated other than in connection with the consummation of the CenterPoint Acquisition.

The Company, either directly or through the Trustee on the Company’s behalf, will cause a notice of the special mandatory redemption to

be sent, with a copy to the Trustee, not later than five Business Days after the occurrence of the Special Mandatory Redemption Event to each holder of the Securities at its registered address. Such notice will also specify the special mandatory

redemption date. If funds sufficient to pay the special mandatory redemption price of all Securities to be redeemed on the special mandatory redemption date are deposited with the Trustee on or before such special mandatory redemption date, and

certain other conditions are

- 3 -

satisfied, on and after such special mandatory redemption date, the Securities will cease to bear interest and all rights under the Securities shall terminate.

For purposes of the special mandatory redemption provisions of the Securities, the following terms will be applicable:

“CenterPoint Acquisition” means the Company’s acquisition of Vectren Energy Delivery of Ohio, LLC from CenterPoint

Energy Resources Corp.

“Purchase Agreement” means the Securities Purchase Agreement, dated as of October 20,

2025, by and between the Company and CenterPoint Energy Resources Corp. to effectuate the CenterPoint Acquisition.

Interest Rate Adjustment

The interest rate payable on the Securities will be subject to adjustments from time to time if an Interest Rate Adjustment Triggering Event

occurs or, if following an Interest Rate Adjustment Triggering Event, any of Moody’s, S&P or Fitch, or any Substitute Rating Agency, subsequently upgrades the debt rating assigned to the Securities, in each case in the manner described

below. The interest rate payable on the Securities is also subject to adjustments if any of the Rating Agencies ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside the Company’s

control, subject to the conditions described below.

If an Interest Rate Adjustment Triggering Event occurs, the interest rate payable on

the Securities will increase from the interest rate payable on the Securities on the date of their issuance by an amount equal to the sum of the percentages set forth in the following tables opposite the ratings of the Securities immediately

following such Interest Rate Adjustment Triggering Event; provided, that only the two lowest ratings assigned to the Securities will be taken into account for purposes of any interest rate adjustment:

Moody’s Rating*

Percentage

Ba1

0.25

Ba2

0.50

Ba3

0.75

B1 or below

1.00

Including successor ratings of Moody’s or the equivalent ratings of any Substitute Rating Agency for

Moody’s.

S&P Rating*

Percentage

BB+

0.25

0.50

BB-

0.75

B+ or below

1.00

Including successor ratings of S&P or the equivalent ratings of any Substitute Rating Agency for S&P.

- 4 -

Fitch Rating*

Percentage

BB+

0.25

0.50

BB-

0.75

B+ or below

1.00

Including successor ratings of Fitch or the equivalent ratings of any Substitute Rating Agency for Fitch.

If at any time after an Interest Rate Adjustment Triggering Event has occurred, any Rating Agency (or, in either case,

a Substitute Rating Agency therefor), as the case may be, subsequently increases its rating of the Securities to any of the threshold ratings set forth above, the interest rate payable on the Securities will be decreased such that the interest rate

payable for the Securities equals the interest rate payable on the Securities on the date of their issuance plus (if applicable) the percentages set forth opposite the ratings from the tables above with respect to the two lowest ratings assigned to

the Securities in effect immediately following the increase. If at any time after an Interest Rate Adjustment Triggering Event has occurred, Moody’s (or any Substitute Rating Agency therefor) subsequently increases its rating of the Securities

to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, S&P (or any Substitute Rating Agency therefor) increases its rating to BBB- (or its equivalent, in the case of a Substitute

Rating Agency) or higher and Fitch (or any Substitute Rating Agency therefor) increases its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate payable on

the Securities will be decreased to the interest rate payable on the Securities on the date of their issuance (and if any two Rating Agencies increase their ratings assigned to the Securities to Baa3, BBB- or BBB- or higher, as the case may be, and the third Rating Agency does not, the interest rate payable on the Securities will be decreased so that it does not reflect any increase attributable to the upgrading Rating

Agencies). In addition, the interest rates on the Securities will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by any or all Rating Agencies) if the Securities become rated

Baa1, BBB+ or BBB+, as the case may be (or the equivalent of any such rating, in the case of a Substitute Rating Agency), or higher by any two of Moody’s, S&P and Fitch (or, in any case, a Substitute Rating Agency thereof), respectively.

Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of any of the Rating

Agencies (or, in either case, a Substitute Rating Agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Securities be reduced to below the interest rate payable on the

Securities on the date of their issuance or (2) the total increase in the interest rate payable on the Securities exceed 2.00% above the interest rate payable on the Securities on the date of the issuance.

No adjustments in the interest rate payable on the Securities shall be made solely as a result of a Rating Agency ceasing to provide a rating

of the Securities. If at any time a Rating Agency ceases to provide a rating of the Securities for a reason beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Securities from

another Rating Agency, to the extent one exists, and if another such Rating Agency rates the Securities (such Rating Agency, a “Substitute Rating Agency”), for purposes of determining any increase or decrease in the interest rate payable

on the Securities pursuant to the tables above (a)

- 5 -

such Substitute Rating Agency will be substituted for the last Rating Agency to provide a rating of the Securities but which has since ceased to provide such rating and (b) the relative

ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt shall be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of

determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s, S&P or Fitch, as applicable, in such table.

If a Rating Agency has ceased to provide a rating of the Securities for any reason and the Company is unable to or otherwise does not designate a successor Rating Agency, that Rating Agency shall be deemed to have rated the Securities at the lowest

level contemplated by the tables above; however, if only one of the Rating Agencies ceases to provide a rating of the Securities for any reason, the deemed rating of that Rating Agency shall be disregarded for purposes of all interest rate

adjustments. If two of the Rating Agencies cease to provide a rating of the Securities for any reason and the Company is unable to or otherwise does not designate a successor Rating Agency for both Rating Agencies, the deemed rating of only one of

such two Rating Agencies shall be disregarded. If all three Rating Agencies cease to provide a rating of the Securities for any reason and the Company is unable to or otherwise does not designate a successor Rating Agency for all three Rating

Agencies, the interest rate on the Securities will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Securities on the date of their issuance.

Any interest rate increase or decrease described above will take effect from the first day of the semi-annual interest period commencing after

the date on which a rating change occurs that requires an adjustment in the interest rate.

If the interest rate payable on the Securities

is increased as described in this “Interest Rate Adjustment,” the term “interest,” as applicable to the Securities, will be deemed to include any such additional interest unless the context otherwise requires.

The Company shall give the Trustee prompt written notice of any such increase or decrease, pursuant to this section, in the interest rate on

the Securities, which notice shall set forth the amount of such increase or decrease, the basis therefor and the date from which such increase or decrease shall take effect. The Trustee shall have no duty to independently monitor or determine

whether any such increase or decrease has occurred, the amount of such increase or decrease or the date from which such increase or decrease shall take effect and shall be fully- protected in relying on an Officer’s Certificate stating that an

interest rate adjustment has occurred and the amount of such adjustment.

For purposes of the interest rate adjustment provisions of the

Securities, the following terms will be applicable:

“Fitch” means Fitch Ratings, Inc., or any successor thereto.

“Fundamental Change” means the occurrence of any of the following: (1) any transaction of merger or consolidation or

amalgamation of any Material Subsidiary (other than a merger or consolidation with or into (i) the Company, if the Company shall be the continuing or surviving corporation, or (ii) any other Subsidiary of the Company, provided that the

Subsidiary

- 6 -

shall be the continuing or surviving corporation); (2) any liquidation, winding up or dissolution of any Material Subsidiary; or (3) the direct or indirect conveyance, sale, lease, transfer

or other disposition of, in one or more series of related transactions, all or substantially all of any Material Subsidiary’s assets, whether now owned or hereafter acquired (other than to (i) the Company or (ii) a Subsidiary of the

Company). Notwithstanding the foregoing, the Company or any Material Subsidiary may, directly or indirectly convey, sell, lease, transfer or otherwise dispose of, in one or more series of related transactions: (1) any or all of its interest in

any Subsidiary to any other Subsidiary of the Company; or (2) up to 10% of the Total Consolidated Assets of the Company and its Subsidiaries.

“Fundamental Change Rating Event” means the rating on the Securities is lowered by at least one Rating Agency such that the

rating on the Securities is below investment grade on any day during the period (which period will be extended so long as the rating of the Securities is under publicly announced consideration for a possible downgrade by any of the Rating Agencies)

commencing 60 days prior to the first public notice of the occurrence of a Fundamental Change or the Company’s intention to effect a Fundamental Change and ending 60 days following consummation of such Fundamental Change.

“Interest Rate Adjustment Triggering Event” means the occurrence of both a Fundamental Change and a Fundamental Change

Rating Event.

“Material Subsidiary” means, at any time, a Subsidiary of the Company whose assets exceed 10% of the

Total Consolidated Assets of the Company and its Subsidiaries, other than any Subsidiary that is not a U.S. Person.

“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.

“Rating Agencies” means (1) each of Fitch, Moody’s and S&P and (2) if any of Fitch, Moody’s or

S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of the Company’s control, a Substitute Rating Agency.

“S&P” means S&P Global Ratings, a division of S&P Global, Inc., or any successor thereto.

“Subsidiary” means, with respect to any person (the “parent”) at any date, any corporation, limited liability

company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with generally

accepted accounting principles in the United States of America as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests

representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of

such date, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Substitute Rating Agency” means a “nationally recognized statistical rating organization” within the meaning

of Section 3(a)(62) under the Exchange Act selected by the

- 7 -

Company (as certified by a resolution of the Company’s Board of Directors) as a replacement agency for Fitch, Moody’s or S&P, or all of them, as the case may be.

“Total Consolidated Assets” means, as of any date, the total consolidated assets of the Company and its Subsidiaries, as

set forth on the Company’s most recently available consolidated balance sheet filed with the United States Securities and Exchange Commission as of such date.

“U.S. Person” means a “United States Person” within the meaning of Section 7701(a)(30) of the Internal

Revenue Code of 1986, as amended.

Change of Control Offer

If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Securities as described above, the

Company shall make an offer (a “Change of Control Offer”) to each Holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities on the terms

set forth herein. In the Change of Control Offer, the Company shall offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, plus accrued and unpaid interest, if any, on the Securities repurchased to, but not

including, the date of repurchase (a “Change of Control Payment”), subject to the right of Holders of record on the applicable record date to receive interest due on the next Interest Payment Date.

Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after

public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice to Holders of the Securities describing the transaction that constitutes or may constitute the Change of Control

Triggering Event and offer to repurchase such Securities on the date specified in the applicable notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment

Date”). The notice, if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of

Control Payment Date.

Upon the Change of Control Payment Date, the Company shall, to the extent lawful:

(a)

accept for payment all Securities or portions of Securities properly tendered and not withdrawn pursuant to the

Change of Control Offer;

(b)

deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or

portions of Securities properly tendered; and

(c)

deliver or cause to be delivered to the Trustee the Securities properly accepted together with an

Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being repurchased.

The Company need not make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an

offer in the manner, at the times and

- 8 -

otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Securities properly tendered and not withdrawn under its offer. In addition, the

Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of

Control Triggering Event.

The Company shall comply with the applicable requirements of Rule 14e-1

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the

Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Offer provisions of the Securities, the Company shall comply with those

securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict.

The Trustee shall have no duty or obligation to monitor whether or not a Change of Control Triggering Event has occurred, and the Trustee may

conclusively presume that no such event shall have occurred unless and until the Trustee shall have received from the Company the Officer’s Certificate stating the aggregate principal amount of the Securities or portions of Securities being

repurchased referred to above.

For purposes of the Change of Control Offer provisions of the Securities, the following terms are

applicable:

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale,

lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the Company’s assets and the assets of its subsidiaries, taken as a

whole, to any person, other than the Company or one of its subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person becomes the beneficial owner

(as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Company’s outstanding Voting Stock or other Voting

Stock into which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (3) the Company consolidates with, or merges with or into, any person, or any person

consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash,

securities or other property, other than any such transaction where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock

of the surviving person or any direct or indirect parent company of the surviving person, measured by voting power rather than number of shares, immediately after giving effect to such transaction; or (4) the adoption of a plan relating to the

Company’s liquidation or dissolution.

The term “person,” as used in this definition, has the meaning given

thereto in Section 13(d)(3) of the Exchange Act.

- 9 -

“Change of Control Triggering Event” means the occurrence of both a

Change of Control and a Rating Event.

“Fitch” means Fitch Ratings, Inc., or any successor thereto.

“Investment Grade Rating” means a rating equal to or higher than BBB- (or the

equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies

selected by the Company.

“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.

“Rating Agencies” means (1) each of Fitch, Moody’s and S&P and (2) if any of Fitch, Moody’s or

S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of

Section 3(a)(62) under the Exchange Act selected by the Company (as certified by a resolution of the Company’s Board of Directors) as a replacement agency for Fitch, Moody’s or S&P, or all of them, as the case may be.

“Rating Event” means the rating on the Securities is lowered by at least two of the three Rating Agencies and the

Securities are rated below an Investment Grade Rating by at least two of the three Rating Agencies, in any case on any day during the period (which period shall be extended so long as the rating of the Securities is under publicly announced

consideration for a possible downgrade by any of the Rating Agencies) commencing 60 days prior to the first public notice of the occurrence of a Change of Control or the Company’s intention to effect a Change of Control and ending 60 days

following consummation of such Change of Control.

“S&P” means S&P Global Ratings, a division of S&P

Global, Inc., or any successor thereto.

“Voting Stock” means, with respect to any specified “person” (as

that term is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

Unless the Company defaults in the Change of Control Payment, on and after the Change of Control Payment Date, interest shall cease to accrue

on the Securities or portions of the Securities tendered for repurchase pursuant to the Change of Control Offer.

The Indenture contains

provisions for defeasance at any time of the entire indebtedness of the Company in respect of this Security, or any portion of the principal amount thereof, upon compliance with certain conditions set forth in the Indenture, including the

Officer’s Certificate described above.

If an Event of Default with respect to Securities shall occur and be continuing, the

principal of the Securities may be declared due and payable in the manner and with the effect provided in the Indenture.

- 10 -

The Indenture permits, with certain exceptions as therein provided, the amendment thereof

and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a

majority in principal amount of the Securities at the time Outstanding of all series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the

time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver

by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not

notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder

of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless (a) such Holder shall have previously given the

Trustee written notice of a continuing Event of Default with respect to the Securities of this series, (b) the Holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding in respect of which an

Event of Default shall have occurred and be continuing shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee, (c) such Holder shall have offered the Trustee

reasonable indemnity, (d) the Trustee shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity, and (e) the Trustee shall not have received from the Holders of a majority

in aggregate principal amount of Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing a direction inconsistent with such request. The foregoing shall not apply to any suit

instituted by the Holder of this Security for the enforcement of any payment of principal hereof and premium, if any, or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the

Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

The Securities are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess

thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are transferable to a transferee or transferees, as designated by the Holder surrendering the same for such registration of transfer, and

exchangeable for a like aggregate principal amount of Securities and of like tenor and of authorized denominations, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to

cover any tax or other governmental charge payable in connection therewith.

- 11 -

The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in

whose name this Security is registered as the absolute owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

- 12 -

EXHIBIT B

[depositary legend]

[Unless

DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]

[FORM OF FACE OF NOTE]

NATIONAL

FUEL GAS COMPANY

5.05% NOTES DUE 2031

NO. R-1

CUSIP NO.: 636180 BW0

ORIGINAL ISSUE DATE: June 10, 2026

PRINCIPAL AMOUNT: $500,000,000

ORIGINAL INTEREST ACCRUAL DATE: June 10, 2026

INTEREST RATE: 5.05%

MATURITY DATE: October 15, 2031

INTEREST PAYMENT DATES: April 15 and October 15, commencing October 15, 2026

REDEEMABLE AT OPTION OF THE COMPANY:

YES ☒ NO ☐

REDEEMABLE AT OPTION OF THE HOLDER:

YES ☐ NO ☒

(See the Reverse of this Note for redemption provisions)

NATIONAL FUEL GAS COMPANY, a corporation duly organized and existing under the laws of the State of New Jersey

Interest Payment Dates specified above of each year and on the Maturity Date, from the Original Interest Accrual Date specified above or from

the most recent Interest Payment Date to which interest has been paid, unless the Company shall default in the payment of interest due on such Interest Payment Date, in which case interest shall

be payable from the next preceding Interest Payment Date to which interest has been paid, or, if no interest has been paid on this Security, from the Original Interest Accrual Date. In the event that the Maturity Date or any date fixed for

redemption is not a Business Day, then payment of principal and interest payable on such date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of such delay) with the same force

and effect as if made on such Maturity Date or date fixed for redemption. In the event that any Interest Payment Date is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business

Day (and without any interest or other payment in respect of such delay) with the same force and effect as if made on such Interest Payment Date. The Initial Interest Payment Date shall be October 15, 2026, and the payment on that date shall

include all interest accrued from the Original Interest Accrual Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in the Indenture, be paid to the Person in whose name this

Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be (a) the Business Day immediately preceding such Interest Payment Date so long as Securities of

this series remain in book-entry only form or (b) the 15th calendar day prior to such Interest Payment Date if Securities of this series do not remain in book-entry only form; provided, however, that interest payable at Maturity shall be paid

to the Person to whom principal shall be paid. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this

Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities of this

series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such

notice as may be required by such exchange, all as more fully provided in the Indenture.

Payment of the principal of and premium, if any,

and interest on this Security shall be made at the office or agency of the Company maintained for that purpose in The City of New York, the State of New York in such coin or currency of the United States of America as at the time of payment is legal

tender for payment of public and private debts; provided, however, that (a) at the option of the Company, interest on this Security may be paid by check mailed to the address of the person entitled thereto, as such address shall appear on the

Security Register or by wire transfer to an account designated by the person entitled thereto, and (b) upon the written request of a Holder of not less than $10 million in aggregate principal amount of Securities of this series delivered

to the Company and the Paying Agent at least ten days prior to any Interest Payment Date, payment of interest on such Securities to such Holder on such Interest Payment Date shall be made by wire transfer of immediately available funds to an account

maintained within the continental United States specified by such Holder or, if such Holder maintains an account with the entity acting as Paying Agent, by deposit into such account.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all

purposes have the same effect as if set forth at this place.

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Unless the certificate of authentication hereon has been executed by the Trustee referred to

on the reverse hereof by manual, pdf or other electronically imaged signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

NATIONAL FUEL GAS COMPANY

By:

Timothy J. Silverstein

Treasurer and Chief Financial Officer

[Signature Page to the Global Note (2031 Notes)]

[FORM OF CERTIFICATE OF AUTHENTICATION]

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture.

Dated: June 10, 2026

THE BANK OF NEW YORK MELLON, as Trustee

By:

Authorized Signatory

[Signature Page to the Certificate of Authentication (2031 Notes)]

[FORM OF REVERSE OF NOTE]

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be

designated on the face hereof. The acceptance of this Security shall be deemed to constitute the consent and agreement by the Holder hereof to all terms and provisions of the Indenture.

Optional Redemption

Prior to

September 15, 2031 (one month prior to their maturity date) (the “Par Call Date”), the Company may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a

percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the sum of the present values of the

remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year

consisting of twelve 30-day months) at the Treasury Rate plus 15.0 basis points less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Securities to be redeemed,

plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after the Par Call Date, the Company may redeem the Securities, in whole or in part, at any time and from time to time, at a redemption

price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest thereon to the redemption date.

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the

following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as

time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor

designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading)

redemption date.

If on the third Business Day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate

a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Company’s actions and

be responsible or liable for any calculation of the redemption price or of any component thereof, or for determining whether manifest error has occurred.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s

redemption shall be conditional upon the receipt by the applicable Paying Agent or Agents of

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money sufficient to pay the principal of and premium, if any, and interest, if any, on the Securities on or prior to the date fixed for such redemption; a notice of redemption so conditioned

shall be of no force or effect if such money is not so received and, in such event, the Company shall not be required to redeem the Securities.

In the case of a partial redemption, selection of the Securities for redemption will be made pro rata, by lot or by such other method as the

global note in accordance with the policies and procedures of the depositary.

Unless the Company defaults in payment of the redemption

price, on and after the redemption date interest will cease to accrue on the Securities or portions thereof called for redemption.

Special Mandatory

Redemption

The Securities are subject to a “special mandatory redemption” in the event that (a) the CenterPoint

occur of (a) the Outside Date or (b) the date that the Purchase Agreement is terminated other than in connection with the consummation of the CenterPoint Acquisition.

The Company, either directly or through the Trustee on the Company’s behalf, will cause a notice of the special mandatory redemption to

certain other conditions are

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satisfied, on and after such special mandatory redemption date, the Securities will cease to bear interest and all rights under the Securities shall terminate.

For purposes of the special mandatory redemption provisions of the Securities, the following terms will be applicable:

“CenterPoint Acquisition” means the Company’s acquisition of Vectren Energy Delivery of Ohio, LLC from CenterPoint

Energy Resources Corp.

“Purchase Agreement” means the Securities Purchase Agreement, dated as of October 20,

2025, by and between the Company and CenterPoint Energy Resources Corp. to effectuate the CenterPoint Acquisition.

Interest Rate Adjustment

The interest rate payable on the Securities will be subject to adjustments from time to time if an Interest Rate Adjustment Triggering Event

control, subject to the conditions described below.

If an Interest Rate Adjustment Triggering Event occurs, the interest rate payable on

Moody’s Rating*

Percentage

Ba1

0.25

Ba2

0.50

Ba3

0.75

B1 or below

1.00

Including successor ratings of Moody’s or the equivalent ratings of any Substitute Rating Agency for

Moody’s.

S&P Rating*

Percentage

BB+

0.25

0.50

BB-

0.75

B+ or below

1.00

Including successor ratings of S&P or the equivalent ratings of any Substitute Rating Agency for S&P.

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Fitch Rating*

Percentage

BB+

0.25

0.50

BB-

0.75

B+ or below

1.00

* Including successor ratings of Fitch or the equivalent ratings of any Substitute Rating Agency for Fitch.

If at any time after an Interest Rate Adjustment Triggering Event has occurred, any Rating Agency (or, in either case, a Substitute Rating

Agency therefor), as the case may be, subsequently increases its rating of the Securities to any of the threshold ratings set forth above, the interest rate payable on the Securities will be decreased such that the interest rate payable for the

Securities equals the interest rate payable on the Securities on the date of their issuance plus (if applicable) the percentages set forth opposite the ratings from the tables above with respect to the two lowest ratings assigned to the Securities

in effect immediately following the increase. If at any time after an Interest Rate Adjustment Triggering Event has occurred, Moody’s (or any Substitute Rating Agency therefor) subsequently increases its rating of the Securities to Baa3 (or

its equivalent, in the case of a Substitute Rating Agency) or higher, S&P (or any Substitute Rating Agency therefor) increases its rating to BBB- (or its equivalent, in the case of a Substitute Rating

Agency) or higher and Fitch (or any Substitute Rating Agency therefor) increases its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate payable on the

Securities will be decreased to the interest rate payable on the Securities on the date of their issuance (and if any two Rating Agencies increase their ratings assigned to the Securities to Baa3, BBB- or BBB- or higher, as the case may be, and the third Rating Agency does not, the interest rate payable on the Securities will be decreased so that it does not reflect any increase attributable to the upgrading Rating