National Fuel Gas (NFG) risk factors, FY2025 10-K

National Fuel Gas's FY2025 10-K, filed Nov 21, 2025, lists 31 risk factors in 6 groups. Against the prior year's 25: 6 new, 7 substantially reworded.

Risk factors listed
316 groups
New this year
6vs 25 last year
Dropped
0since the prior 10-K
Substantially reworded
7of those kept
Section length
9k wordsItem 1A

What the changes say

  • NFG is expanding via the $2.62 billion acquisition of CenterPoint Ohio, creating new financing and integration risks.
  • Regulatory scrutiny from PHMSA, FERC, and state agencies continues to threaten operations.
  • Climate change policies and potential tariffs are increasingly cited as external pressures.

What changed since the prior 10-K

New

  • NewSTRATEGIC RISKS

    The Company’s ability to borrow under its credit facilities and commercial paper agreements, and its ability to issue long-term debt under its indenture, depend on the Company’s compliance with its obligations under the facilities, agreements and indenture

    The Company faces interest rate risk on floating rate debt and short-term borrowings, while credit rating downgrades could increase borrowing costs and restrict commercial paper access.

  • NewREGULATORY RISKS

    implemented by such agencies, could create uncertainty regarding the regulatory landscape and impact the Company’s ability to plan for future investments

    Federal and state regulations, local ordinances, and PHMSA or FERC oversight could cause operational delays, restrictions, and unrecoverable compliance expenses.

  • NewREGULATORY RISKS

    plugging and abandoning wells, may be incorrect, and actual plugging and abandonment expenses may vary substantially from the Company’s estimates

    Compliance with environmental laws and unexpected well plugging and abandonment expenses could force capital expenditures, facility shutdowns, or project cancellations.

  • NewRISKS RELATED TO OUR PLANNED ACQUISITION OF CENTERPOINT OHIO

    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

    The planned acquisition of CenterPoint Ohio may face regulatory approval delays, fail to close within the eighteen-month outside date, or incur significant termination fees.

  • NewRISKS RELATED TO OUR PLANNED ACQUISITION OF CENTERPOINT OHIO

    The planned acquisition of CenterPoint Ohio may limit our financial flexibility

    The $2.62 billion acquisition of CenterPoint Ohio requires permanent financing through debt or equity, which could limit financial flexibility if obtained on unfavorable terms.

  • NewRISKS RELATED TO OUR PLANNED ACQUISITION OF CENTERPOINT OHIO

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

    The Company may fail to realize anticipated growth and integration benefits from the CenterPoint Ohio acquisition due to regulatory recovery limitations or unanticipated expenses.

Reworded

  • 79% rewrittenREGULATORY RISKS

    The Company’s need to comply with comprehensive, complex, and the sometimes unpredictable enforcement of government regulations may increase its costs and limit its revenue growth, which may result in reduced earnings

    Added judicial decisions limiting the authority of regulatory agencies as a factor impacting current regulations and policies.

  • 78% rewrittenSTRATEGIC RISKS

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

    The text was substantively unchanged.

  • 60% rewrittenFINANCIAL RISKS

    Financial accounting requirements regarding exploration and production activities may affect the Company’s profitability

    The text was substantively unchanged.

  • 37% rewrittenSTRATEGIC RISKS

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

    Added specific climate change threats including government-imposed natural gas limitations, carbon taxes, methane fees, stranded assets, and cap-and-trade or cap-and-invest programs.

  • 28% rewrittenREGULATORY RISKS

    Environmental regulation significantly affects the Company’s business

    The text was substantively unchanged.

  • 25% rewrittenOPERATIONAL RISKS

    Disputes with collective bargaining units representing the Company’s workforce, and work stoppage (e.g. strike or lockout), could adversely affect the Company’s operations as well as its financial results

    Added specific operational risks from labor negotiations including potential strikes, work stoppages, slowdowns, and lockouts.

  • 24% rewrittenFINANCIAL RISKS

    The Company may be adversely affected by economic conditions, including trade policies, and their impact on our suppliers and customers

    Added current and potential future tariffs on U.S. imports and retaliatory tariffs as economic risk factors impacting operations.

    Was: The Company may be adversely affected by economic conditions and their impact on our suppliers and customers

All 31 risk factors

Headings as the filing states them, in filing order.

STRATEGIC RISKS

  1. 01The Company is dependent on capital and credit markets to successfully execute its business strategies78% rewritten
  2. 02The Company’s ability to borrow under its credit facilities and commercial paper agreements, and its ability to issue long-term debt under its indenture, depend on the Company’s compliance with its obligations under the facilities, agreements and indentureNew
  3. 03The regulatory, legislative, consumer behaviors and capital access developments related to climate change may adversely affect operations and financial results37% rewritten
  4. 04Organized opposition to the natural gas industry could have an adverse effect on Company operations

FINANCIAL RISKS

  1. 05As a holding company, the Company depends on its operating subsidiaries to meet its financial obligations
  2. 06The Company may be adversely affected by economic conditions, including trade policies, and their impact on our suppliers and customers24% rewritten
  3. 07Changes in interest rates may affect the Company’s financing and its regulated businesses’ rates of return
  4. 08Fluctuations in natural gas prices could adversely affect revenues, cash flows and profitability
  5. 09The Company has significant transactions involving price hedging of its natural gas production, fixed price natural gas sale commitments, as well as its foreign exchange transactions
  6. 10Use of price hedges, including natural gas hedges and foreign exchange hedges, also exposes the Company to the risk of nonperformance by a contract counterparty. These parties might not be able to perform their obligations under the hedge arrangements
  7. 11You should not place undue reliance on reserve information because such information represents estimates
  8. 12Financial accounting requirements regarding exploration and production activities may affect the Company’s profitability60% rewritten

OPERATIONAL RISKS

  1. 13The nature of the Company’s operations presents inherent risks of loss that could adversely affect its results of operations, financial condition and cash flows
  2. 14Our businesses depend on natural gas gathering, storage, and transmission facilities, which, if unavailable, could adversely affect the Company’s results of operations, financial condition, and cash flows
  3. 15Attacks on or disruption of the Company’s information technology and operational technology systems, including third party attempts to breach the Company’s network security, or other cybersecurity threats and incidents could adversely affect the Company’s operations and financial results
  4. 16The amount and timing of actual future natural gas production and the costs of our natural gas production operations are difficult to predict and may vary significantly from estimates, which may reduce the Company’s earnings
  5. 17The Company’s ability to access water and opportunities for disposal or recycling produced water can impact drilling and completion operations
  6. 18The physical risks associated with climate change may adversely affect the Company’s operations and financial results
  7. 19Disputes with collective bargaining units representing the Company’s workforce, and work stoppage (e.g. strike or lockout), could adversely affect the Company’s operations as well as its financial results25% rewritten

REGULATORY RISKS

  1. 20The Company’s need to comply with comprehensive, complex, and the sometimes unpredictable enforcement of government regulations may increase its costs and limit its revenue growth, which may result in reduced earnings79% rewritten
  2. 21implemented by such agencies, could create uncertainty regarding the regulatory landscape and impact the Company’s ability to plan for future investmentsNew
  3. 22Environmental regulation significantly affects the Company’s business28% rewritten
  4. 23plugging and abandoning wells, may be incorrect, and actual plugging and abandonment expenses may vary substantially from the Company’s estimatesNew
  5. 24Increased regulation of exploration and production activities, including hydraulic fracturing, could adversely impact the Company
  6. 25The Company could be adversely affected by the delayed recovery or disallowance of purchased gas costs incurred by the Utility segment

RISKS RELATED TO OUR PLANNED ACQUISITION OF CENTERPOINT OHIO

  1. 26Our 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 resultsNew
  2. 27The planned acquisition of CenterPoint Ohio may limit our financial flexibilityNew
  3. 28We may not realize the benefits, including growth opportunities, that are anticipated from the planned acquisition of CenterPoint OhioNew

GENERAL RISKS

  1. 29The Company’s credit ratings may not reflect all the risks of an investment in its securities
  2. 30The increasing costs of certain employee and retiree benefits, and the regulatory treatment of certain benefit plan activity, could adversely affect the Company’s results
  3. 31Significant shareholders or potential shareholders may attempt to effect changes at the Company or acquire control over the Company, which could adversely affect the Company’s results of operations and financial condition

Other National Fuel Gas 10-Ks

  • FY2024 10-K risk factors
    25 risks

    National Fuel Gas is exposed to commodity price volatility in its Exploration and Production segment. The business faces extensive federal, state, and local environmental and climate-related regulations. Operations depend heavily on third-party and internal natural gas gathering, storage, and transmission infrastructure.

    Filed Nov 22, 2024

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.