National Fuel Gas

None of the warning signs we check for were found.

We look for five warning signs: doubt it can keep going, weak checks on its own accounts, a notice that its past accounts can't be relied on, a change of auditor, and one customer bringing in a big share of sales. We don't check lawsuits, investigations or debt yet.

We checked the auditor's report, internal controls, restatement notices, auditor changes and big customers in the 10-K filed 21 Nov 2025, plus the 10-Q filed 30 Jul 2026 and 17 later 8-Ks.

Cheap for a reason is the question the numbers cannot answer.

Whether the price already reflects the risks is what the deep dive is for.

• The Company is dependent on capital and credit markets to successfully execute its business strategies.

  Could happen

  In addition, we may be subject to financial risks related to our planned acquisition of all of the issued and outstanding equity interests of Vectren Energy Delivery of Ohio, LLC (“CenterPoint Ohio”) from CenterPoint Energy Resources Corp. (the “Seller”). For discussion of these risks, refer to the risk factor under the heading “ The planned acquisition of CenterPoint Ohio may limit our financial flexibility. ”

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• Our planned acquisition of CenterPoint Ohio may not occur at all or may not occur in the expected time frame, which may negatively affect the trading price of our stock and our future business and financial results.

  Could happen

  Completion of the planned acquisition of CenterPoint Ohio is subject to the satisfaction or waiver of customary and other closing conditions. The acquisition is not assured and is subject to risks and uncertainties, including the risk that the necessary regulatory approvals will not be obtained or that other closing conditions will not be satisfied. We cannot predict whether and when such approvals will be received, or such conditions will be satisfied. The Securities Purchase Agreement includes customary termination rights for both the Company and the Seller, including the right of either party to terminate the agreement if the planned acquisition of CenterPoint Ohio has not been consummated within eighteen months following the execution date of the Securities Purchase Agreement (the “Outside Date”). The Outside Date may be extended by either party for up -23- to two additional three-month periods under certain conditions. Additionally, if the Securities Purchase Agreement is terminated under certain circumstances, including relating to the failure to obtain regulatory approvals in a timely manner, the Company may be required to pay a significant termination fee. If the planned acquisition of CenterPoint Ohio is not completed, or if there are significant delays in completing the planned acquisition, it may negatively affect the trading price of our stock and our future business and financial results.

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• We may not realize the benefits, including growth opportunities, that are anticipated from the planned acquisition of CenterPoint Ohio.

  Could happen

  The benefits that are expected to result from the planned acquisition of CenterPoint Ohio will depend, in part, on our ability to realize the anticipated growth opportunities of the acquired business. Our success in realizing these growth opportunities, and the timing of this realization, depend on our ability to deploy capital and to obtain timely recovery of capital investments under mechanisms currently supported by Ohio utility regulators and state policymakers. In addition, realization of these benefits may depend on the successful integration of CenterPoint Ohio with the Company’s current operations. There can be no assurance that we will successfully or cost-effectively integrate this business, and the Company may incur substantial and unanticipated expenses in connection with the integration of CenterPoint Ohio. Such expenses are difficult to estimate accurately and may exceed current estimates. Accordingly, we may not realize the anticipated benefits from the planned acquisition, including growth opportunities, and these benefits may be offset by costs incurred to integrate, or delays in integrating, the businesses. These items could have a material adverse effect on the Company’s results of operations, financial condition and cash flows.

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• The planned acquisition of CenterPoint Ohio may limit our financial flexibility.

  Could happen

  We expect to acquire CenterPoint Ohio for total consideration of $2.62 billion, inclusive of the amount to repay a $1.2 billion promissory note. Although we have obtained committed financing for the entirety of the purchase price, we expect to obtain permanent financing for the planned acquisition by accessing the capital markets, which may include the issuance of long-term debt and equity. If we are not able to obtain permanent financing on favorable terms, we may be required to finance a portion of the purchase price of the planned acquisition at interest rates higher than currently expected, which could limit our financial flexibility. In addition, our ability to make payments on our debt, fund our other liquidity needs, and make planned capital expenditures following the planned acquisition of CenterPoint Ohio will depend on our ability to generate cash in the future. Our ability to generate cash, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control. The degree to which we will be leveraged following the completion of the planned acquisition could require us to dedicate a substantial portion of our cash flow from operations to the payment of debt service, reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, and other general corporate purposes.

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• The regulatory, legislative, consumer behaviors and capital access developments related to climate change may adversely affect operations and financial results.

  Could happen

  Federal and state legislatures have from time to time considered bills that would establish a cap-and-trade program, cap-and-invest program, methane fee, carbon tax, or other similar mechanisms to provide incentive for the reduction of greenhouse gas emissions. A number of states have also adopted energy strategies or plans with goals that include the reduction of greenhouse gas emissions. For example, Pennsylvania has a methane reduction framework for the natural gas industry which has resulted in permitting changes with the stated goal of reducing methane emissions from well sites, compressor stations and pipelines. Furthermore, in 2019, the New York State legislature passed the CLCPA, which created emission reduction and electrification mandates, and could ultimately impact the Utility segment’s customer base and business. Pursuant to the CLCPA, in December 2022, New York’s Climate Action Council (“CAC”) approved a final scoping plan that includes -13- recommendations to strategically downsize and decarbonize the natural gas system and curtail use of natural gas and natural gas appliances, as well as recommendations to meet the CLCPA’s emissions reduction targets in the transportation, buildings, electricity, industry, agriculture & forestry and waste sectors. The final scoping plan also recommends statewide and cross-sector policies relevant to gas system transition, economywide strategies, land use, local government, and adaptation and resilience. Additionally, the scoping plan recommends the implementation of a cap-and-invest program in New York. In January 2023, New York’s Governor directed the NYDEC and the New York State Energy Research and Development Authority to advance an economywide cap-and-invest program that establishes a declining cap on greenhouse gas emissions, and invests in programs to drive emissions reductions. In addition, in October 2025, a New York State court directed NYDEC to promulgate rules and regulations to ensure compliance with emissions reductions limits outlined in the CLCPA by February 6, 2026, which may include such a cap-and-invest program. If this proposed program or a similar program becomes effective and the Company becomes subject to new or revised cap-and-trade programs, cap-and-invest programs, methane charges, fees for carbon-based fuels or other similar costs or charges, the Company may experience additional costs and incremental operating expenses, which would impact our future earnings and cash flows, and may also experience decreased revenue in the event that implementation of these policies leads to reduced demand for natural gas.

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