National Fuel Gas plans tax-free spin-off of upstream and gathering business, leaving a fully regulated utility

National Fuel Gas plans to break itself in two, spinning off its natural gas production and gathering operations into a separate public company and keeping its regulated utility and pipeline businesses, the company said Wednesday in an 8-K.

The board approved a plan to separate the Integrated Upstream and Gathering business, known as IUG, through a distribution of at least 80.1% of IUG shares to National Fuel shareholders that is intended to be tax-free. National Fuel expects to keep a stake of up to 19.9%, which it plans to sell off in a tax-efficient way to strengthen its balance sheet.

The company is targeting completion in the second half of calendar 2027, subject to conditions including an effective Form 10 registration with the SEC, financing arrangements and final board approval.

After the split, National Fuel would be a 100% rate-regulated natural gas company with nearly $5 billion of rate base. Its utilities serve 1.1 million customers in Ohio, New York and Pennsylvania, and its interstate pipeline and storage arm will provide nearly 5 Bcf per day of contracted transportation capacity. The company said it expects no need to raise new equity over the next five years under current capital plans.

IUG would hold about 1.2 million net acres in Appalachia, roughly 1.1 Bcf per day of net natural gas production and about 5 Tcf of proved reserves. Justin I. Loweth, president of Seneca Resources and NFG Midstream, is set to become IUG’s CEO.

“After a thorough review, we believe now is the right time to take the next step in National Fuel’s evolution,” President and CEO David P. Bauer said. Bauer and CFO Timothy J. Silverstein are expected to stay in their roles at National Fuel.

The company said it will give formal fiscal 2027 guidance with its fourth-quarter earnings release in November.

By the numbers

• Shares to be distributed: at least 80.1% of IUG
• Retained stake: up to 19.9%
• Target completion: second half of 2027
• Post-spin National Fuel rate base: nearly $5 billion
• IUG net production: about 1.1 Bcf per day
• IUG proved reserves: about 5 Tcf

Sources

1. National Fuel Gas Company, Form 8-K (Items 7.01, 8.01), filed Oct. 14, 2026, accession 0001193125-26-420980.
2. National Fuel Gas Company, Exhibit 99.1, press release announcing plan to separate its Integrated Upstream and Gathering business, Oct. 14, 2026.

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