Form 8-K

8-K — NATIONAL FUEL GAS CO

Accession: 0001193125-26-238061

Filed: 2026-05-26

Period: 2026-05-26

CIK: 0000070145

SIC: 4924 (NATURAL GAS DISTRIBUTION)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d90390d8k.htm (Primary)

EX-23.1 (d90390dex231.htm)

EX-99.1 (d90390dex991.htm)

EX-99.2 (d90390dex992.htm)

EX-99.3 (d90390dex993.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d90390d8k.htm · Sequence: 1

8-K

NATIONAL FUEL GAS CO false 0000070145 0000070145 2026-05-26 2026-05-26

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): May 26, 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 or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

6363 Main Street

Williamsville, New York

14221

(Address 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:

☐

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.

CenterPoint Acquisition

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

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

This Current Report on Form 8-K is being filed to provide the consolidated financial statements of CenterPoint Ohio and pro forma financial information set forth under Item 9.01 below, which are incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained herein, including statements regarding the Transaction, are identified by the use of the words “anticipates,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “predicts,” “projects,” “believes,” “seeks,” “will” and “may” and similar expressions, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. While the Company’s expectations, beliefs and projections are expressed in good faith and are believed to have a reasonable basis, actual results may differ materially from those projected in forward-looking statements. Furthermore, each forward-looking statement speaks only as of the date on which it is made. In addition to other factors, the following are important factors that could cause actual results to differ materially from those discussed in the forward-looking statements: changes in laws, regulations or judicial interpretations to which the Company is subject, including those involving derivatives, taxes, safety, employment, climate change, other environmental matters, real property, and exploration and production activities such as hydraulic fracturing; governmental/regulatory actions, initiatives and proceedings, including those involving rate cases (which address, among other things, target rates of return, rate design, retained natural gas and system modernization), environmental/safety requirements, affiliate relationships, industry structure, and franchise renewal; changes in economic conditions, including the imposition of additional tariffs on U.S. imports and related retaliatory tariffs, inflationary pressures, supply chain issues, liquidity challenges, and global, national or regional recessions, and their effect on the demand for, and customers’ ability to pay for, the Company’s products and services; the Company’s ability to complete strategic transactions, such as the Transaction, including receipt of required regulatory clearances and satisfaction of other conditions to closing, and to recognize the anticipated benefits of such transactions; governmental/regulatory actions and/or market pressures to reduce or eliminate reliance on natural gas; the Company’s ability to estimate accurately the time and resources necessary to meet emissions targets; changes in the price of natural gas; impairments under the Securities and Exchange Commission’s full cost ceiling test for natural gas reserves; the creditworthiness or performance of the Company’s key suppliers, customers and counterparties; financial and economic conditions, including the availability of credit, and occurrences affecting the Company’s ability to obtain financing on acceptable terms for working capital, capital expenditures, other investments, and acquisitions, including any downgrades in the Company’s credit ratings and changes in interest rates and other capital market conditions; negotiations with the collective bargaining units representing the Company’s workforce, including potential work stoppages during negotiations; changes in price differentials between similar quantities of natural gas sold at different geographic locations, and the effect of such changes on commodity production, revenues and demand for pipeline transportation capacity to or from such locations; the impact of information technology disruptions, cybersecurity or data security breaches, including the impact of issues that may arise from the use of artificial intelligence technologies; factors affecting the Company’s ability to successfully identify, drill for and produce economically viable natural gas reserves, including among others geology, lease availability and costs, title disputes, weather conditions, water availability and disposal or recycling opportunities of used water, shortages, delays or unavailability of equipment and services required in drilling operations, insufficient gathering, processing and transportation capacity, the need to obtain governmental approvals and permits, and compliance with environmental laws and regulations; increased costs or delays or changes in plans with respect to Company projects or related projects of other companies, as well as difficulties or delays in obtaining necessary governmental approvals, permits or orders or in obtaining the cooperation of interconnecting facility operators; increasing health care costs and the resulting effect on health insurance premiums and on the obligation to provide other post-retirement benefits; other changes in price differentials between similar quantities of natural gas having different quality, heating value, hydrocarbon mix or delivery date; the cost and effects of legal and administrative claims against the Company or activist shareholder campaigns to effect changes at the Company; uncertainty of natural gas reserve estimates; significant differences between the Company’s projected and actual

production levels for natural gas; changes in demographic patterns and weather conditions (including those related to climate change); changes in the availability, price or accounting treatment of derivative financial instruments; changes in laws, actuarial assumptions, the interest rate environment and the return on plan/trust assets related to the Company’s pension and other post-retirement benefits, which can affect future funding obligations and costs and plan liabilities; economic disruptions or uninsured losses resulting from major accidents, fires, severe weather, natural disasters, terrorist activities or acts of war, as well as economic and operational disruptions due to third-party outages; significant differences between the Company’s projected and actual capital expenditures and operating expenses; or increasing costs of insurance, changes in coverage and the ability to obtain insurance. The Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.

Item 9.01.

Financial Statements and Exhibits.

(a) Financial Statements of Businesses or Funds Acquired.

The following audited financial statements of CenterPoint Ohio as of and for the year ended December 31, 2025 and the related notes thereto are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference:

•

Independent Auditor’s Report;

•

Balance Sheet as of December 31, 2025;

•

Statement of Income for the year ended December 31, 2025;

•

Statement of Cash Flows for the year ended December 31, 2025;

•

Statement of Changes in Member’s Equity for the year ended December 31, 2025; and

•

Notes to the Financial Statements.

Attached hereto as Exhibit 23.1 is the consent of Deloitte & Touche LLP, the independent auditors to CenterPoint Ohio, related to the above-referenced audited financial statements of CenterPoint Ohio filed as Exhibit 99.1 to this Current Report on Form 8-K.

The following unaudited financial statements of CenterPoint Ohio as of and for the three months ended March 31, 2026 and the related notes thereto are filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference:

•

Unaudited Balance Sheet as of March 31, 2026;

•

Unaudited Statement of Income for the Three Months Ended March 31, 2026;

•

Unaudited Statement of Cash Flows for the Three Months Ended March 31, 2026;

•

Unaudited Statement of Changes in Member’s Equity for the Three Months Ended March 31, 2026; and

•

Notes to the Financial Statements.

(b) Pro Forma Financial Information.

The following unaudited pro forma condensed combined financial statements combining the historical consolidated financial statements of the Company and its subsidiaries and CenterPoint Ohio to give effect to the Transaction, other events contemplated by the Purchase Agreement and other related financing events contemplated by the Company or that have already occurred but are not yet reflected in the historical financial information of the Company, are filed as Exhibit 99.3 to this Current Report on Form 8-K and are incorporated herein by reference:

•

Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2026;

•

Unaudited Pro Forma Condensed Combined Statement of Income for the year ended September 30, 2025 and the six months ended March 31, 2026; and

•

Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

(d) Exhibits.

Exhibit No.

Description

23.1

Consent of Deloitte & Touche LLP, the independent auditors to Vectren Energy Delivery of Ohio, LLC

99.1

Vectren Energy Delivery of Ohio, LLC Audited Financial Statements as of and for the year ended December 31, 2025, and accompanying notes thereto

99.2

Vectren Energy Delivery of Ohio, LLC Unaudited Financial Statements as of and for the three months ended March 31, 2026, and accompanying notes thereto

99.3

Unaudited Pro Forma Condensed Combined Financial Statements, and accompanying notes thereto

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.

Dated: May 26, 2026

NATIONAL FUEL GAS COMPANY

By:

/s/ Lee E. Hartz

Name: Lee E. Hartz

Title: General Counsel and Secretary

EX-23.1

Filename: d90390dex231.htm · Sequence: 2

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

consent to the incorporation by reference in Registration Statements on Form S-3 (No. 333-273926) and Form S-8 (Nos. 333-286906, 333-281171, 333-273929, 333-244403, and

333-230415) of National Fuel Gas Company of our report dated February 27, 2026, relating to the financial statements of Vectren Energy Delivery of Ohio, LLC appearing in this Current Report on Form 8-K dated May 26, 2026.

/s/ DELOITTE & TOUCHE LLP

Houston, Texas

May 26, 2026

EX-99.1

Filename: d90390dex991.htm · Sequence: 3

EX-99.1

Exhibit 99.1

VECTREN ENERGY DELIVERY OF OHIO, LLC

FINANCIAL STATEMENTS

of and for the year ended December 31, 2025

Contents

Page Number

Financial Statements

Glossary

Independent Auditor’s Report

Balance Sheet

Statement of Income

Statement of Cash Flows

Statement of Changes in Member’s Equity

Notes to the Financial Statements

7-17

GLOSSARY

AFUDC

Allowance for funds used during construction

ARO

Asset Retirement Obligation

ASC

Accounting Standards Codification

ASU

Accounting Standards Update

CenterPoint Energy

CenterPoint Energy, Inc., and its subsidiaries

CEOH

Vectren Energy Delivery of Ohio, LLC, doing business as CenterPoint Energy Ohio, which converted its corporate structure from Vectren Energy Delivery of Ohio, Inc. to an Ohio limited liability company on June 13, 2022,

formerly a wholly-owned subsidiary of Vectren, acquired by CERC on June 30, 2022

CEP

Capital Expenditure Program

CERC

CERC Corp., together with its subsidiaries

CERC Corp.

CenterPoint Energy Resources Corp.

DRR

Distribution Replacement Rider

EEFC

Energy Efficiency Funding Component

FASB

Financial Accounting Standards Board

GAAP

Generally Accepted Accounting Principles

IRS

Internal Revenue Service

NFGC

National Fuel Gas Company, a New Jersey corporation

Ohio Securities Purchase Agreement

Securities Purchase Agreement, dated as of October 20, 2025, by and between CERC Corp. and NFGC

PUCO

Public Utilities Commission of Ohio

ROE

Return on equity

Seller Note Agreement

Seller Note Agreement by and between CERC Corp. and NFGC to be entered into at the closing of the proposed sale of all of the issued and outstanding equity interests in CEOH to NFGC contemplated by the Ohio Securities Purchase

Agreement

TCJA

Tax reform legislation informally called the Tax Cuts and Jobs Act of 2017

Vectren

Vectren, LLC, and its subsidiaries, which converted its corporate structure from Vectren Corporation to a limited liability company on June 30, 2022, a wholly-owned subsidiary of CenterPoint Energy, Inc. as of the merger

date of February 1, 2019, and, after CERC Corp’s common control acquisition of CEOH from VUH on June 30, 2022, is held indirectly by CenterPoint Energy through Vectren Affiliated Utilities, Inc.

VUH

Vectren Utility Holdings, LLC, which converted its corporate structure from Vectren Utility Holdings, Inc. to a limited liability company on June 30, 2022, a wholly-owned subsidiary of Vectren LLC

INDEPENDENT AUDITOR’S REPORT

To the Management of Vectren Energy Delivery of Ohio, LLC

Opinion

We have audited the financial statements of

Vectren Energy Delivery of Ohio, LLC (the “Company”), which comprise the balance sheet as of December 31, 2025, and the related statements of income, cash flows, and member’s equity for the year then ended, and the related

notes to the financial statements (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally

accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those

standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance

with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in

the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise

substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud

or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always

detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or

the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or

error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting

estimates made by management, as well as evaluate the overall presentation of the financial statements.

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise

substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to

communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ DELOITTE & TOUCHE LLP

Houston, Texas

February 27, 2026

FINANCIAL STATEMENTS

VECTREN ENERGY DELIVERY OF OHIO, LLC

BALANCE SHEET

December 31, 2025

(in millions)

ASSETS

Current Assets:

Cash and cash equivalents

Accounts receivable

Accrued unbilled revenues

Material and supplies

Other current assets

Total current assets

102

Property, Plant and Equipment, Net:

Property, plant, and equipment

2,280

Less: accumulated depreciation & amortization

477

Property, plant and equipment, net

1,803

Other Assets:

Goodwill

219

Regulatory assets

372

Total other assets

591

Total Assets

2,496

LIABILITIES AND MEMBER’S EQUITY

Current Liabilities:

Accounts payable

100

Accounts and notes payable - affiliated companies

Current maturities of long-term debt - affiliated companies

Taxes accrued

Customer deposits

Other current liabilities

Total current liabilities

278

Other Liabilities:

Deferred income taxes, net

199

Regulatory liabilities

328

Other liabilities

Total other liabilities

573

Long-term Debt:

Long-term debt - affiliated companies, net of current maturities

703

Total long-term debt, net

703

Commitments and Contingencies (Note 8)

Member’s Equity:

Member’s units (no par value)

—

Additional paid-in capital

871

Retained earnings

Total member’s equity

942

Total Liabilities and Member’s Equity

2,496

The accompanying notes are an integral part of these financial statements

VECTREN ENERGY DELIVERY OF OHIO, LLC

STATEMENT OF INCOME

Year Ended December 31, 2025

(in millions)

Revenues:

Utility revenues

268

Expenses:

Utility natural gas

Operation and maintenance

Depreciation & amortization

Taxes other than income taxes

Total

186

Operating Income

Other Income (Expense):

Interest expense

(10

)

Other income, net

Total

)

Income Before Income Taxes

Income tax expense

Net Income

The accompanying notes are an integral part of these financial statements

VECTREN ENERGY DELIVERY OF OHIO, LLC

STATEMENT OF CASH FLOWS

Year Ended December 31, 2025

(in millions)

Cash Flows from Operating Activities:

Net income

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation & amortization

Deferred income taxes

Changes in other assets and liabilities:

Accounts receivable and unbilled revenues, net

(19

)

Accounts receivable/payable - affiliated companies

Inventory

)

Accounts payable

Other current assets

Other current liabilities

)

Other non-current assets

(24

)

Other non-current liabilities

Other operating activities, net

)

Net cash provided by operating activities

136

Cash Flows from Investing Activities:

Capital expenditures

(148

)

Decrease in notes receivable - affiliated companies

118

Other investing activities, net

)

Net cash used in investing activities

(31

)

Cash Flows from Financing Activities:

Proceeds from long-term debt - affiliated companies

Payments of long-term debt - affiliated companies

(119

)

Dividend to parent

(105

)

Increase in notes payable - affiliated companies

Net cash used in financing activities

(105

)

Net Increase in Cash, Cash Equivalents

—

Cash, Cash Equivalents at Beginning of Period

Cash, Cash Equivalents at End of Period

The accompanying notes are an integral part of these financial statements

VECTREN ENERGY DELIVERY OF OHIO, LLC

STATEMENT OF CHANGES IN MEMBER’S EQUITY

Year Ended December 31, 2025

Units

Amount

(in millions of dollars, except member’s units)

Member’s Units

Balance, beginning of period

100

—

Balance, end of period

100

—

Additional

Paid-In-Capital

Balance, beginning of period

871

Balance, end of period

871

Retained Earnings

Balance, beginning of period

108

Net income

Dividend to parent

(105

)

Balance, end of period

Total Member’s Equity

942

The accompanying notes are an integral part of these financial statements

VECTREN ENERGY DELIVERY OF OHIO, LLC

NOTES TO THE FINANCIAL STATEMENTS

(1)

Background and Basis of Presentation

Vectren Energy Delivery of Ohio, LLC (the “Company” or “CEOH”), is a

public utility that provides energy delivery services to natural gas customers located near Dayton in west-central Ohio. The Company is a direct, wholly-owned subsidiary of CERC Corp. CERC Corp. is an indirect, wholly-owned subsidiary of CenterPoint

Energy, Inc. CERC Corp. is the sole member of the Company and owns 100% of the Company’s equity interests. The accompanying financial statements are prepared in conformity with GAAP.

On October 20, 2025, CERC Corp. entered into the Ohio Securities Purchase Agreement to sell all of the issued and outstanding equity

interests in CEOH to NFGC. The purchase price is $2.62 billion, which is comprised of the following: (i) $1.42 billion in cash payable to CERC Corp. upon closing of the transaction, subject to adjustments as set forth in the Ohio

Securities Purchase Agreement, including adjustments based on net working capital, regulatory assets and liabilities and capital expenditures at closing of the transaction; and (ii) a 364-day seller

promissory note, in the original principal amount of $1.2 billion, to be issued by NFGC at the closing of the transaction and payable to CERC Corp. as provided by the terms and conditions of the Seller Note Agreement. The transaction is

expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions, including (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of

1976, as amended; (ii) completion of a notice filing and review with the PUCO; and (iii) customary conditions regarding the accuracy of the representations and warranties and compliance by the parties with their respective obligations

under the Ohio Securities Purchase Agreement. The transaction is not subject to a financing condition and will not close prior to October 1, 2026 without the consent of CERC Corp. As of December 31, 2025, the assets included approximately

6,000 miles of transmission and distribution pipeline in Ohio serving approximately 337,000 metered customers. A filing was made on January 9, 2026, notifying the PUCO of the execution of the Ohio Securities Purchase Agreement.

(2) Summary of Significant Accounting Policies

(a) Use of Estimates

The preparation of the financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the

reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. Actual results could differ from those

estimates.

(b) Revenue

The Company records revenue for natural gas sales and services under the accrual method and these revenues are recognized upon delivery to

customers. Natural gas sales not billed by month-end are accrued based upon estimated purchased gas volumes, estimated lost and unaccounted for gas and currently effective tariff rates. For further discussion,

see Note 3.

The Company records property, plant and equipment at historical cost and expenses repair and maintenance costs as incurred.

The Company periodically evaluates long-lived assets, including property, plant and equipment, when events or changes in circumstances

indicate that the carrying value of these assets may not be recoverable. Recoverability of long-lived assets is assessed by determining if a capital disallowance from a regulator is probable through monitoring the outcome of rate cases and other

proceedings. No long-lived asset impairments were recorded in 2025.

The Company computes depreciation and amortization using the

straight-line method based on economic lives or regulatory-mandated recovery periods. Amortization expense includes amortization of certain regulatory assets.

(d) Goodwill

CenterPoint Energy and CERC perform goodwill impairment tests at least annually and evaluate goodwill when events or changes in circumstances

indicate that its carrying value may not be recoverable. Goodwill is evaluated for impairment by performing a qualitative assessment or using a quantitative test. If CenterPoint Energy or CERC chooses to perform a qualitative assessment and

determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative test is then performed; otherwise, no further testing is required. The quantitative test, if required, is performed by

comparing the fair value of each reporting unit with the carrying amount of the reporting unit, including goodwill. The estimated fair value of the reporting unit is primarily determined based on an income approach or a weighted combination of

income and market approaches. When the carrying amount is in excess of the estimated fair value of the reporting unit, the excess amount is recorded as an impairment charge, not to exceed the carrying amount of goodwill. CenterPoint Energy includes

deferred tax assets and liabilities within its reporting unit’s carrying value for the purposes of annual and interim impairment tests, regardless of whether the estimated fair value reflects the disposition of such assets and liabilities.

Goodwill related to the Company is reported in CenterPoint Energy and CERC’s natural gas reporting segment and included in the overall evaluation performed for both CenterPoint Energy and CERC.

CenterPoint Energy and CERC performed the annual goodwill impairment tests in the third quarter of 2025 and determined that no goodwill

impairment charge was required.

(e) Regulatory Assets and Liabilities

Retail public utility operations are subject to regulation by the PUCO. The Company applies the guidance for accounting for regulated

operations. The Company may collect revenues subject to refund pending final determination in rate proceedings. In connection with such revenues, estimated rate refund liabilities are recorded and reflect management’s current judgment of the

ultimate outcomes of the proceedings.

The Company recognizes removal costs as a component of depreciation expense in accordance with

regulatory treatment. In addition, a portion of the amount of removal costs collected from customers that relate to AROs has been reflected as an asset retirement liability in accordance with accounting guidance for AROs.

For further detail on the Company’s regulatory assets and liabilities, see Note 5.

(f) Capitalization and Deferral of Interest, including AFUDC

The Company capitalizes interest and AFUDC as a component of projects under construction and amortizes it over the assets’ estimated

useful lives once the assets are placed in service. Additionally, the Company defers interest costs into a regulatory asset when amounts are probable of recovery. Deferred debt interest is amortized over the recovery period for rate-making purposes.

AFUDC represents the composite interest cost of borrowed funds and a reasonable return on the equity funds used for construction as the Company applies the guidance for accounting for regulated operations. Although AFUDC increases both property,

plant and equipment and earnings, it is realized in cash when the assets are included in rates. The table below sets forth capitalized AFUDC and deferred debt interest costs for the period presented:

Year Ended December 31, 2025

(in millions)

Capitalized interest and AFUDC debt (1)

AFUDC – equity (2)

Deferred debt interest (3)

(1)

Included in Interest expense on the Company’s Statement of Income.

(2)

Included in Other income, net on the Company’s Statement of Income.

(3)

Represents the amount on certain regulatory assets that are authorized to earn a return, such as debt post in-service carrying costs on property, plant and equipment and gas costs and is included in Interest expense and other finance charges on the Company’s Statement of Income.

(g) Income Taxes

The Company does not file federal or state income tax returns separate from those filed by CERC Corp. or CenterPoint Energy. The Company is

included in CenterPoint Energy’s U.S. federal consolidated income tax return. The Company and CERC Corp. are also included in various unitary or consolidated state income tax returns. CERC is the filing parent for state tax returns.

CenterPoint Energy and CERC Corp. record income taxes for each jurisdiction on a separate company basis.

Deferred income taxes are provided for temporary differences between the tax basis (adjusted

for related unrecognized tax benefits, if any) of an asset or liability and its reported amount in the financial statements. Deferred tax assets and liabilities are computed based on the currently-enacted statutory income tax rates that are expected

to be applicable when the temporary differences are scheduled to reverse. The Company recognizes regulatory liabilities for deferred taxes provided in excess of the current statutory tax rate and regulatory assets for deferred taxes provided at

rates less than the current statutory tax rate. Such tax-related regulatory assets and liabilities are reported at the revenue requirement level and amortized to income as the related temporary differences

reverse, generally over the lives of the related properties. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that the deferred tax assets will be realized.

Tax benefits associated with income tax positions taken, or expected to be taken, in a tax return are recorded only when the more-likely-than-not recognition threshold is satisfied and measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. The Company reports interest and

penalties associated with unrecognized tax benefits within Income taxes in the Statement of Income and reports tax liabilities related to unrecognized tax benefits as part of Other non-current liabilities.

(h) Asset Retirement Obligations

A portion of removal costs related to interim retirements of gas utility pipeline and reclamation activities meet the definition of an ARO. The

Company accounts for an ARO at fair value in the period during which the legal obligation is incurred if a reasonable estimate of fair value and its settlement date can be made. At the time of recording an ARO, the associated asset retirement costs

are capitalized as part of the carrying amount of the related long-lived asset. The Company recognizes a regulatory asset or liability for the timing differences between the recognition of expenses and costs recovered through the ratemaking process.

The estimates of future liabilities are developed using a discounted cash flow model based upon estimates and assumptions of future costs, interest rates, credit-adjusted risk-free rates and the estimated timing of settlement.

(i) Fair Value Measurements

Assets and liabilities that are recorded at fair value in the Company’s Balance Sheet are categorized based upon the level of judgment

associated with the inputs used to measure their value. Hierarchical levels, as defined below and directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities, are as follows:

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2: Inputs, other than quoted prices included in Level 1, are observable for the asset or liability, either directly or

indirectly. Level 2 inputs include quoted prices for similar instruments in active markets and inputs other than quoted prices that are observable for the asset or liability. Fair value assets and liabilities that are generally included in this

category are derivatives with fair values based on inputs from actively quoted markets.

Level 3: Inputs are unobservable for the

asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Unobservable inputs reflect the Company’s judgments about the assumptions market participants would use in pricing the asset

or liability since limited market data exists. The Company develops these inputs based on the best information available, including the Company’s own data.

(j) Other Significant Policies

Included elsewhere in these notes are significant accounting policies related to intercompany allocations and income taxes. See Note 6 for

further information.

(k) Recent Accounting Pronouncements

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). This ASU modernizes the accounting for software costs to adapt to an incremental and iterative software development method. ASU 2025-06 is effective for

annual periods beginning after December 15, 2027, and may be applied using a prospective, modified prospective or retrospective transition approach. The Company is currently evaluating the impact of this ASU on its financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income

(Topic 220): Expense Disaggregation Disclosures (“ASU 2024-03”). This ASU improves disclosure of a public business entity’s expense by requiring disaggregated disclosure of expenses in

commonly presented expense captions. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027. Early adoption is

permitted. The Company is currently evaluating the impact of this ASU on its financial statements.

In December 2023, the FASB issued ASU 2023-09,

Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). This ASU enhances the transparency of income tax disclosures related to rate reconciliation and income taxes. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company adopted this ASU on December 31, 2025. The adoption of this ASU did not have a material impact on its financial

statements. See Note 6 for additional disclosures related to effective tax rate reconciliation.

(3) Revenue Recognition

In accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized when a customer obtains control of promised goods or

services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services.

The Company provides commodity service to customers at rates, charges, and terms and conditions included in tariffs approved by regulators.

The Company bills customers monthly and has the right to consideration from customers in an amount that corresponds directly with the performance obligation satisfied to date. The performance obligation is satisfied and revenue is recognized upon

the delivery of services to customers. The Company records revenues for services and goods delivered but not billed at the end of an accounting period in Accrued unbilled revenues on the Balance Sheet, derived from estimated unbilled consumption and

tariff rates or in a regulatory asset, as applicable. The Company’s revenues are also adjusted for the effects of regulation, including tracked operating expenses and infrastructure replacement mechanisms, and are based on a straight

fixed-variable rate design. Customers are billed monthly and payment terms, set by the regulator, require payment within a month of billing. These revenues are not subject to significant returns, refunds, or warranty obligations. Substantially all

of the Company’s revenues are from contracts with customers.

Contract Balances

The Company does not have any material contract balances. Substantially all the Company’s accounts receivable results from contracts with

customers.

Allowance for Credit Losses and Bad Debt Expense

The Company’s regulated accounts receivable are subject to recovery through an approved regulatory mechanism, the Uncollectible Expense

(UEX) Rider, which provides for the recovery of customer uncollectible balances. When customer accounts are deemed uncollectible, the related receivables are reclassified to a regulatory asset rather than expensed, as recovery through rates is

probable.

Recovery amounts are billed to customers through the UEX Rider and recognized as operating revenue. As recoveries occur, the

regulatory asset is reduced through the Company’s over-/under true-up process, with a corresponding charge to bad debt expense. Over the full recovery cycle, there is no net impact to earnings, as

customer credit losses are recovered through rates.

Management has concluded that the application of ASC 326, Financial Instruments -

Credit Losses, does not result in a material allowance for credit losses, as customer credit risk is not borne by the Company. This accounting treatment is consistent with ASC 980, Regulated Operations.

(4) Property, Plant and Equipment

(a) Property, Plant and Equipment

Property, plant and equipment as presented on the Company’s Balance Sheet is primarily related to natural gas distribution assets.

(b) Depreciation and Amortization

The following table presents depreciation and amortization expense:

Year Ended December 31, 2025

(in millions)

Depreciation

Amortization of regulatory assets

Total

A reconciliation of the changes in the ARO liability recorded in Other liabilities in the Company’s Balance Sheet is as follows:

Year Ended December 31, 2025

(in millions)

Beginning balance

Accretion expense (1)

Ending balance

(1)

Reflected in Regulatory assets on the Company’s Balance Sheet.

(5) Regulatory Assets and Liabilities

The following is a list of regulatory assets and liabilities reflected on the Company’s Balance Sheet:

December 31, 2025

(in millions)

Regulatory Assets:

Future amounts recoverable from ratepayers related to:

Benefit obligations

Net deferred income taxes

Total future amounts recoverable from ratepayers

Amounts deferred for future recovery related to:

Infrastructure recovery mechanisms

Other regulatory assets

Total amounts deferred for future recovery

Amounts currently recovered through customer rates related to:

Infrastructure recovery mechanisms

268

Other regulatory assets

Total amounts recovered in customer rates

276

Total Regulatory Assets

372

Regulatory Liabilities:

Regulatory liabilities related to TCJA

Estimated removal costs

256

Other regulatory liabilities

Total Regulatory Liabilities

328

Of the $276 million currently being recovered in rates charged to customers, $87 million is earning

a return. The weighted average recovery period of regulatory assets currently being recovered in base rates, not earning a return, which totals $189 million, is 60 years. These regulatory assets are being recovered through periodic recovery

mechanisms. The Company has rate orders for all deferred costs not yet in rates and therefore believes future recovery is probable.

For

further information about the Company’s regulatory matters, see Note 9.

(6) Transactions with Affiliates

Support Services

Affiliates of CenterPoint Energy provide corporate and general and administrative services to the Company and allocate certain costs to the

Company. The costs of services have been charged directly to the Company using methods that management believes are reasonable. These methods include usage rates, dedicated asset assignment and proportionate corporate formulas based on operating

expenses, assets, gross margin, employees and a composite of assets, gross margin and employees. Affiliates of CenterPoint Energy provide certain services to the Company, including geographic services and other miscellaneous services. These services

are billed at actual cost, either directly or as an allocation. These charges are not necessarily indicative of what would have been incurred had CenterPoint Energy’s subsidiaries not been affiliates. Amounts owed for support services at

December 31, 2025 are included in Accounts payable - affiliated companies on the Company’s Balance Sheet.

The Company incurred

$22 million of corporate service charges from CenterPoint Energy and its affiliates for the year ended December 31, 2025, which are included primarily in Operation and maintenance expenses in the Company’s Statement of Income.

Cash Management Arrangements

The Company participates in CERC’s money pool through which it can borrow or invest on a short-term basis. As of December 31, 2025,

the Company had a net borrowing position in the CERC money pool of $29 million at a weighted average interest rate of 3.91%, which was included in Accounts and notes payable - affiliate companies on the Company’s Balance Sheet.

Income Taxes

The

Company does not file federal or state income tax returns separate from those filed by CERC or CenterPoint Energy. CERC is included in CenterPoint Energy’s U.S. federal consolidated income tax return. CERC and/or certain of its subsidiaries

are also included in various unitary or consolidated state income tax returns with CenterPoint Energy. In other state jurisdictions, CERC and certain subsidiaries continue to file separate state tax returns. Pursuant to a tax sharing agreement and

for financial reporting purposes, the Company records income taxes on a separate company basis. The Company’s allocated share of tax effects resulting from it being a part of CERC’s consolidated tax group are recorded at CERC. Current

taxes payable or receivable are settled with CERC in cash quarterly and after filing the consolidated federal and state income tax returns. As of December 31, 2025, the Company had an income tax payable to CERC of $9 million, which is

included in Taxes accrued in the Company’s Balance Sheet. The Company did not remit or receive any federal or state income tax payments or refunds during the year ended December 31, 2025.

The components of income tax expense (benefit) were as follows for the period presented:

Year Ended December 31, 2025

(in millions)

Current income tax expense (benefit):

Federal

State

)

Total current income tax expense

Deferred income tax expense:

Federal

State

—

Total deferred income tax expense

Total income tax expense

A reconciliation of income tax expense (benefit) using the federal statutory income tax rate

to the actual income tax expense and resulting effective income tax rate was as follows:

Year Ended December 31, 2025

Amount

Percent

(in millions, except percentage)

Income before income taxes

Federal statutory rate

21 %

Increase (decrease) in tax expense resulting from:

State income tax benefit, net federal income tax (1)

(1)

(1)%

Excess deferred income tax amortization

(7)

(9)%

Total

(8)

(10)%

Total income tax expense and effective tax rate

11 %

(1)

For all periods presented, Indiana contributed to 100% of the tax effect.

Significant components of the deferred tax assets and liabilities were as follows:

December 31, 2025

(in millions)

Deferred tax assets:

Loss and credit carryforwards

111

Benefits and compensation

Regulatory liabilities

Asset retirement obligations

Total deferred tax assets

123

Deferred tax liabilities:

Property, plant and equipment

308

Regulatory assets

Total deferred tax liabilities

322

Net deferred tax liabilities

199

Tax Attribute Carryforwards. As of December 31, 2025, the Company had (i) federal net

operating loss carryforwards of $92 million, which have an indefinite carryforward period; and (ii) federal corporate alternative minimum tax carryforwards of $19 million, which have an indefinite carryforward period.

Uncertain Tax Positions

The Company has no unrecognized tax benefits as of December 31, 2025.

Tax Audits and Settlements

CenterPoint Energy files a consolidated federal income tax return that includes results from the Company’s parent, CERC Corp. and its

subsidiaries, including the Company. Certain subsidiaries of CenterPoint Energy, including CERC Corp., file state income tax returns in various jurisdictions. Tax years through 2022 have been audited and settled with the IRS for CenterPoint Energy.

For the tax years 2023, 2024 and 2025, CenterPoint Energy and its subsidiaries are participants in the IRS’s Compliance Assurance Process.

(7) Borrowing Arrangements and Other Financing Transactions

Long-Term Debt

Long-term senior unsecured obligations outstanding are as follows:

December 31, 2025

(in millions)

Fixed Rate Senior Unsecured Notes Payable to Affiliated Companies

2026, 5.53%

2028, 3.87%

2028, 4.96%

2029, 4.79%

2030, 1.72%

100

2032, 4.52%

2033, 5.19%

2034, 4.93%

100

2035, 4.89%

2041, 6.16%

2042, 5.40%

2043, 4.63%

2045, 4.43%

2049, 3.42%

2055, 4.55%

Total long-term debt - affiliated companies

763

Current maturities of long-term debt - affiliated companies

(60

)

Total long-term debt - affiliated companies, net of current maturities

703

Debt Transactions

Debt Issuances. In September 2025, the Company issued a $50 million 4.52% Promissory Note due 2032 and a $40 million 4.89%

Promissory Note due 2035 to CERC Corp. Total gross and net proceeds were $90 million, which were used to pay down money pool borrowings.

Debt Repayments. In July 2025, the Company repaid at maturity $119 million aggregate principal amount of its 1.21% Promissory Note

due 2025 at a redemption price equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon.

Maturities. As of December 31, 2025, maturities of long-term debt were as follows:

Affiliate Debt

(in millions)

2026

2027

—

2028

2029

2030

100

2031 and thereafter

474

Money Pool Arrangements. The Company participates in a money pool through which it can borrow or invest

on a short-term basis. For further information, see Note 6.

(8) Commitments and Contingencies

(a) Purchase Obligations

Commitments include minimum purchase obligations related to natural gas transportation contracts that do not meet the definition of a

derivative.

As of December 31, 2025, the Company had the following undiscounted minimum purchase obligations:

Natural Gas Transportation

(in millions)

2026

2027

2028

2029

2030

Thereafter

Total

258

(b) Other Proceedings

The Company is involved in other legal, environmental, tax and regulatory proceedings before various courts, regulatory commissions and

governmental agencies regarding matters arising in the ordinary course of business. From time to time, the Company is also a defendant in legal proceedings with respect to claims brought by various plaintiffs against broad groups of participants in

the energy industry. Some of these proceedings involve substantial amounts. The Company regularly analyzes current information and, as necessary, provides accruals for probable and reasonably estimable liabilities on the eventual disposition of

these matters. The Company does not expect the disposition of these matters to have a material adverse effect on its financial condition, results of operations or cash flows.

(9) Regulatory Matters

Rate Change Applications

The Company is routinely involved in rate change applications before state regulatory authorities. Those applications include general rate

cases, where the entire cost of service of the utility is assessed and reset. In addition, the Company is periodically involved in proceedings in Ohio to adjust its capital tracking mechanisms (e.g. DRR, CEP) and their energy efficiency cost

trackers (e.g. EEFC).

Ohio Gas Rate Case. CEOH filed its Application and Standard Filing Requirement in October 2024 and the

related testimony in November 2024. The filing seeks a revenue requirement increase of approximately $100 million based on a requested ROE of 10.4% and an equity percentage of 54.13%. The need for a rate increase was primarily driven by

continuing investment in the safety and reliability of the natural gas system. On May 16, 2025, the PUCO staff filed its staff report recommending a revenue requirement range of $340.8 million to $350.3 million and a net increase of

$25.1 million to $34.6 million based on an ROE range from 9.05% to 10.07% with a capitalization ratio of 52.3% common equity and 47.7% long-term debt. The PUCO staff recommendation includes amortization over 49 years and 65 years for CEP

and DRR regulatory assets, respectively, compared to CEOH’s proposal to amortize over seven years. On June 16, 2025, CEOH filed objections to the PUCO staff report and supplemental testimony. On July 11, 2025, CEOH filed a

stipulation and recommendation that outlined the agreed upon terms between CEOH, the Federal Executive Agencies, Ohio Energy Group, the City of Dayton, the Retail Energy Supply Association, Interstate Gas Supply, LLC and the PUCO staff. One

intervening party to the case, Spire Marketing, Inc., is a non-opposing party, while another intervening party to the case, the Office of the Ohio Consumers’ Counsel, filed its testimony in opposition to

the stipulation and recommendation on July 29, 2025. The stipulation and recommendation included a revenue requirement of $371.3 million, which would result in a revenue requirement increase of $59.6 million based on a rate of return

of 7.1% comprised of a ROE of 9.85% with a capitalization ratio of 52.9% common equity, 47.1% long-term debt at a cost of debt of 4.02%. The stipulation and recommendation amortization periods for CEP and DRR regulatory assets within base rates and

within the rider mechanisms is 15 years. The stipulation and recommendation included an extension of the CEP rider and DRR through 2029 investment with revised residential caps for dollars per month per customer ranging from $2.75 for 2025

investment to $9.95 for 2029 investment for the CEP rider, and from $2.56 for 2025 investment to $7.69 for 2029 investment for DRR. The evidentiary hearing commenced on July 21, 2025. The stipulating parties were crossed by the Office of the

Ohio Consumers’ Counsel on July 28

and August 4, 2025, and the Office of the Ohio Consumers’ Counsel was crossed by the stipulating

parties on July 29 and August 5, 2025. On July 29, 2025, a PUCO local public hearing was conducted. The parties filed initial briefs on August 26, 2025, and reply briefs on September 9, 2025. On November 21, 2025, CEOH

filed a late filed exhibit to the stipulation and recommendation to include actual rate case expenses, which resulted in a total revenue requirement of $59.7 million. The PUCO order was issued January 7, 2026, modifying and adopting the

stipulation resolving all issues related to the case. The PUCO order modifications include: (1) extending the 15-year amortization periods for the CEP and DRR deferral balances to 25 years, which had a

$7.9 million negative impact on the revenue requirement, and (2) an ROE of 9.79% which results in a rate of return of 7.07%, which had a $0.6 million negative impact on the revenue requirement. These two modifications result in a

revenue increase of $51.3 million and a total revenue requirement of $363 million. Revised rates became effective on a services rendered basis effective January 12, 2026.

The table below reflects significant applications pending or completed during the year ended December 31, 2025:

Mechanism

Annual

Increase

(in millions)

Filing Date

Effective

Date

Approval

Date

Additional Information

CEP

March 2025

September 2025

August 2025

Requested a $3 million annual increase in current revenues. Included investment through December 31, 2024; however, the request only sought a return on the deferred balances from 2018 through 2024, not on the assets

themselves. Due to continuation of the residential and General Service Group 1 CEP rider charges exceeding the CEP rate cap, CEOH requested that amounts not recovered in CEP rider charges be deferred for recovery in the 2024 Ohio Gas Rate Case and

future CEP rider filings. PUCO issued an opinion and order on August 20, 2025, approving the CEP rates as modified in the third-party audit report and adopted by the PUCO staff. Revised rates became effective on September 1,

2025.

DRR

May 2025

September 2025

August 2025

Requested an increase of $54 million to rate base for investments made in 2024, which reflects a $6 million annual increase in current revenues. A change in (over)/under-recovery variance of ($0.03) million annually is

also included in rates. PUCO staff and intervenor (Ohio Consumers’ Counsel) filed comments June 27, 2025. PUCO staff recommended approval. Ohio Consumers’ Counsel commented on affordability and provided potential solutions including

stretching out the replacement program over a longer period of time, phasing in the annual increase, shifting from fixed charges to volumetric charges, and increasing funding for its bill assistance programs. A statement informing the PUCO of

whether the issues raised in comments have been resolved was filed on July 11, 2025. Supplemental Testimony from CEOH and the Ohio Consumers’ Counsel was filed on July 22, 2025. A hearing was scheduled for July 29, 2025, with

all parties waiving motions to strike, objections, and cross examination. A final PUCO opinion and order was issued on August 20, 2025, finding that the updated DRR rates are just and reasonable and stating that the correct forum for the Ohio

Consumers’ Counsel’s arguments was the 2018 Rate Case, the 2022 Extension, or the 2024 Rate Case. Revised rates became effective on September 1, 2025.

Rate Case

October 2024

January 2026

See discussion above under Ohio Gas Rate Case.

(10) Fair Value Measurements

Certain methods and assumptions must be used to estimate the fair value of financial instruments. The fair value of the Company’s

long-term debt was estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the Company for instruments with similar characteristics. The carrying value and estimated fair value of the

Company’s long-term debt, including current maturities, were $763 million and $736 million, respectively. Because of the maturity dates of cash and cash equivalents, those carrying amounts approximate fair value. Additionally,

accounts receivable and accounts payable carrying amounts approximate fair value. Because of the inherent difficulty of estimating interest rate and other market risks, the methods used to estimate fair value may not always be indicative of actual

realizable value, and different methodologies could produce different fair value estimates at the reporting date.

(11) Supplemental Disclosure of Cash Flow and Balance Sheet Information

Supplemental Disclosure of Cash Flow Information

The table below provides supplemental disclosure of cash flow information:

Year Ended December 31, 2025

(in millions)

Cash Payments:

Interest, net of capitalized interest

Non-cash transactions:

Accounts payable related to capital expenditures

(12) Subsequent Events

Management performs a review of subsequent events for any events occurring after the balance sheet date but prior to the date the financial

statements are issued. The Company’s management has performed a review of subsequent events through February 27, 2026, the date the financial statements were issued.

On January 29, 2026, the Company issued a $60 million 4.33% Promissory Note due 2031 payable to CERC Corp. Total gross and net

proceeds were $60 million, which will be used to pay down money pool borrowings.

EX-99.2

Filename: d90390dex992.htm · Sequence: 4

EX-99.2

Exhibit 99.2

VECTREN ENERGY DELIVERY OF OHIO, LLC

FINANCIAL STATEMENTS

of and for the three months ended March 31, 2026

Contents

Page Number

Unaudited Financial Statements

Glossary

Balance Sheet

Statement of Income

Statement of Cash Flows

Statement of Changes in Member’s Equity

Notes to the Financial Statements

6-10

GLOSSARY

ASC

Accounting Standards Codification

ASU

Accounting Standards Update

CenterPoint Energy

CenterPoint Energy, Inc., and its subsidiaries

CEOH

Vectren Energy Delivery of Ohio, LLC, doing business as CenterPoint Energy Ohio,

which converted its corporate structure from Vectren Energy Delivery of Ohio, Inc.

an Ohio limited liability company on June 13, 2022, formerly a wholly-owned

subsidiary of Vectren, acquired by CERC on June 30, 2022.

CEP

Capital Expenditure Program

CERC

CERC Corp., together with its subsidiaries

CERC Corp.

CenterPoint Energy Resources Corp.

DRR

Distribution Replacement Rider

EEFR

Energy Efficiency Funding Rider

FASB

Financial Accounting Standards Board

GAAP

Generally Accepted Accounting Principles

IRS

Internal Revenue Service

NFGC

National Fuel Gas Company

PUCO

Public Utilities Commission of Ohio

TCJA

Tax reform legislation informally called the Tax Cuts and Jobs Act of 2017

Vectren

Vectren, LLC, and its subsidiaries, which converted its corporate structure from

Vectren Corporation to a limited liability company on June 30, 2022, a

wholly-owned

subsidiary of CenterPoint Energy, Inc. as of the merger date of February 1, 2019,

and,

after CERC Corp’s common control acquisition of CEOH from VUH on

June 30,

2022, is held indirectly by CenterPoint Energy through Vectren Affiliated

Utilities,

Inc.

VUH

Vectren Utility Holdings, LLC, which converted its corporate structure from

Vectren

Utility Holdings, Inc. to a limited liability company on June 30, 2022, a

wholly-

owned subsidiary of Vectren LLC

FINANCIAL STATEMENTS

VECTREN ENERGY DELIVERY OF OHIO, LLC

BALANCE SHEET

(Unaudited)

March 31, 2026

(in millions)

ASSETS

Current Assets:

Cash and cash equivalents

Accounts receivable

Accrued unbilled revenues

Accounts and notes receivable - affiliated companies

Material and supplies

Other current assets

Total current assets

161

Property, Plant and Equipment, Net:

Property, plant and equipment

2,313

Less: accumulated depreciation & amortization

487

Property, plant and equipment, net

1,826

Other Assets:

Goodwill

219

Regulatory assets

358

Total other assets

577

Total Assets

2,564

LIABILITIES AND MEMBER’S EQUITY

Current Liabilities:

Accounts payable

Accounts and notes payable - affiliated companies

Current maturities of long-term debt - affiliated companies

Taxes accrued

Customer deposits

Other current liabilities

Total current liabilities

215

Other Liabilities:

Deferred income taxes, net

203

Regulatory liabilities

320

Other liabilities

Total other liabilities

568

Long-term Debt:

Long-term debt - affiliated companies, net of current maturities

763

Total long-term debt, net

763

Commitments and Contingencies (Note 6)

Member’s Equity:

Member’s units (no par value)

—

Additional paid-in capital

931

Retained earnings

Total member’s equity

1,018

Total Liabilities and Member’s Equity

2,564

The accompanying notes are an integral part of these financial statements

VECTREN ENERGY DELIVERY OF OHIO, LLC

STATEMENT OF INCOME

(Unaudited)

Three Months Ended

March 31,

2026

(in millions)

Revenues:

Utility revenues

Expenses:

Utility natural gas

Operation and maintenance

Depreciation & amortization

Taxes other than income taxes

Total

Operating Income

Other Income (Expense):

Interest expense

)

Other income (expense), net

Total

)

Income Before Income Taxes

Income tax expense

Net Income

The accompanying notes are an integral part of these financial statements

VECTREN ENERGY DELIVERY OF OHIO, LLC

STATEMENT OF CASH FLOWS

(Unaudited)

Three Months Ended

March 31,

2026

(in millions)

Cash Flows from Operating Activities:

Net income

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation & amortization

Deferred income taxes

Changes in other assets and liabilities:

Inventory

)

Accounts payable

(26

)

Other current liabilities

(17

)

Other non-current assets

Other non-current liabilities

(14

)

Net cash provided by operating activities

Cash Flows from Investing Activities:

Capital expenditures

(43

)

Increase in notes receivable - affiliated companies

(47

)

Net cash used in investing activities

(90

)

Cash Flows from Financing Activities:

Decrease in notes payable - affiliated companies

(29

)

Proceeds from long-term debt - affiliated companies

Contribution from parent

Dividend to parent

)

Net cash provided by (used in) financing activities

Net Increase (Decrease) in Cash, Cash Equivalents

—

Cash, Cash Equivalents at Beginning of Period

Cash, Cash Equivalents at End of Period

The accompanying notes are an integral part of these financial statements

VECTREN ENERGY DELIVERY OF OHIO, LLC

STATEMENT OF CHANGES IN MEMBER’S EQUITY

(Unaudited)

Three Months Ended March 31,

2026

Units

Amount

(in millions of dollars, except

member’s units)

Member’s Units

Balance, beginning of period

100

—

Balance, end of period

100

—

Additional

Paid-In-Capital

Balance, beginning of period

871

Contribution from parent

Balance, end of period

931

Retained Earnings

Balance, beginning of period

Net income

Dividend to parent

)

Balance, end of period

Total Member’s Equity

1,018

The accompanying notes are an integral part of these financial statements

VECTREN ENERGY DELIVERY OF OHIO,

LLC NOTES TO THE INTERIM FINANCIAL STATEMENTS

(1) Background and Basis of Presentation

Vectren Energy Delivery of Ohio, LLC (the “Company” or “CEOH”), is a public utility that provides energy delivery

services to natural gas customers located near Dayton in west-central Ohio. The Company is a direct, wholly-owned subsidiary of CERC Corp. CERC Corp. is an indirect, wholly owned subsidiary of CenterPoint Energy, Inc. CERC Corp. is the sole member

of the Company and owns 100% of the Company’s equity interests. The accompanying financial statements are prepared in conformity with GAAP.

On October 20, 2025, CERC Corp. entered into the Ohio Securities Purchase Agreement to sell all of the issued and outstanding equity

Securities Purchase Agreement, including adjustments based on net working capital, regulatory assets and liabilities and capital expenditures at closing of the transaction; and (ii) a 364-day seller

comments on May 4, 2026 and recommended imposing certain conditions on the transaction as part of its approval. The case is still pending.

(2)

Accounting Policies and Recent Accounting Pronouncements

There have been no material changes in our significant accounting policies

from those described in our financial statements as of and for the year ended December 31, 2025.

Recent Accounting

Pronouncements

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill

and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software

(“ASU 2025-06”). This ASU modernizes the accounting for software costs to adapt to an incremental and iterative software development method. ASU 2025-06 is

effective for annual periods beginning after December 15, 2027, and may be applied using a prospective, modified prospective or retrospective transition approach. The Company is currently evaluating the impact of this ASU on its financial

statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting

Comprehensive Income (Topic 220): Expense Disaggregation Disclosures (“ASU 2024-03”). This ASU improves disclosure of a public business entity’s expense by requiring disaggregated disclosure

of expenses in commonly presented expense captions. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027. Early

adoption is permitted. The Company is currently evaluating the impact of this ASU on its financial statements.

(3) Regulatory Assets and Liabilities

The following is a list of regulatory assets and liabilities reflected on the Company’s Balance Sheet as of the periods presented:

March 31, 2026

(in millions)

Regulatory Assets:

Future amounts recoverable from ratepayers related to:

Benefit obligations

Asset retirement obligation

Net deferred income taxes

Total future amounts recoverable from ratepayers

Amounts deferred for future recovery related to:

Infrastructure recovery mechanisms

Other regulatory assets

—

Total amounts deferred for future recovery

Amounts currently recovered through customer rates related to:

Infrastructure recovery mechanisms

288

Other regulatory assets

Total amounts recovered in customer rates

296

Total Regulatory Assets

358

Regulatory Liabilities:

Regulatory liabilities related to TCJA

Estimated removal costs

265

Other regulatory liabilities

Total Regulatory Liabilities

320

Of the $296 million currently being recovered in rates charged to customers, $288 million is earning

a return. The weighted average recovery period of regulatory assets currently being recovered in base rates, not earning a return, which totals $8 million, is 2 years. These regulatory assets are being recovered through periodic recovery

mechanisms. The Company has rate orders for all deferred costs not yet in rates and therefore believes future recovery is probable.

For

further information about the Company’s regulatory matters, see Note 7.

(4) Transactions with Affiliates

Support Services

Affiliates of CenterPoint Energy provide corporate and general and administrative services to the Company and allocate certain costs to the

March 31, 2026 are included in Accounts and notes payable - affiliated companies on the Company’s Balance Sheet.

Amounts

charged for these services, before considering amounts subject to capitalization, includes the following for the periods presented, which are included primarily in Operation and maintenance expenses the Company’s Statement of Income:

Three Months Ended March 31,

2026

(in millions)

Corporate service charges

Affiliate service charges

Cash Management Arrangements

The Company participates in CERC’s money pool through which they can borrow or invest on a short-term basis. As of March 31, 2026

the Company had a net investment in the CERC money pool of $47 million at a weighted average interest rate of 3.74%, included in Accounts and notes receivable - affiliated companies on the Company’s Balance Sheet.

Income Taxes

The

taxes payable or receivable are settled with CERC in cash quarterly and after filing the consolidated federal and state income tax returns. As of March 31, 2026 , the Company had an income tax payable to CERC of $10 million which is

included in Taxes accrued in the Company’s Balance Sheet. The Company did not remit or receive any federal or state income tax payments or refunds during the three months ended March 31, 2026.

The Company reported the following effective tax rates:

Three Months Ended March 31,

2026

Effective tax rate (1)

The Company has no unrecognized tax benefits as of March 31, 2026.

Tax Audits and Settlements. CenterPoint Energy files a consolidated federal income tax return that includes results from the

Company’s parent, CERC Corp. and its subsidiaries, including the Company. Certain subsidiaries of CenterPoint Energy, including CERC Corp., file state income tax returns in various jurisdictions. Tax years through 2023 have been audited and

settled with the IRS for CenterPoint Energy. For the tax years 2024, 2025 and 2026 CenterPoint Energy and its subsidiaries are participants in the IRS’s Compliance Assurance Process.

(5) Borrowing Arrangements and Other Financing Transactions

Debt Transactions

Debt Issuances. In January 2026, the Company issued a $60 million 4.33% Promissory Note due 2031 payable to CERC Corp. Total gross

and net proceeds were $60 million, which was used to pay down money pool borrowings.

Money Pool Arrangements. The Company

participates in a money pool through which it can borrow or invest on a short-term basis. For further information, see Note 4.

(6) Commitments and

Contingencies

(a) Purchase Obligations

Commitments include minimum purchase obligations related to natural gas transportation contracts that do not meet the definition of a

derivative.

As of March 31, 2026, the Company had the following undiscounted minimum purchase

obligations:

Natural Gas Transportation

(in millions)

Remainder of 2026

2027

2028

2029

2030

Thereafter

Total

236

(b) Other Proceedings

The Company is involved in other legal, environmental, tax and regulatory proceedings before various courts, regulatory commissions and

these matters. The Company does not expect the disposition of these matters to have a material adverse effect on its financial condition, results of operations or cash flows.

(7) Regulatory Matters

Rate Change

Applications

The Company is routinely involved in rate change applications before the state regulatory authority. Those

applications include general rate cases, where the entire cost of service of the utility is assessed and reset. In addition, the Company is periodically involved in proceedings in Ohio to adjust its capital tracking mechanisms (e.g. DRR, CEP) and

their energy efficiency cost trackers (e.g. EEFR).

The table below reflects significant applications pending or completed during the three months ended

March 31, 2026:

Mechanism

Annual

Increase (1)

(in millions)

Filing

Date

Effective

Date

Approval

Date

Additional Information

CEP

March 2026

TBD

Requested an increase of $98 million to rate base for investments made in 2025, which reflects an $11.7 million annual increase in current revenues. A change in (over)/under-recovery variance of $(0.9) million is also

included in rates. PUCO selected Blue Ridge Auditing Services, LLC to conduct the audit. An audit report (unredacted) is expected to be filed under seal by PUCO staff on June 30, 2026. CEOH plans to file any proposed redactions to the final

audit report by July 7, 2026. The final audit report is expected to be filed with any necessary redactions by PUCO staff on July 8, 2026.

DRR

May 2026

TBD

Requested an increase of $67 million to rate base for investments made in 2025, which reflects a $9.5 million annual increase in current revenues. A change in (over)/under-recovery variance of $(3.0) million annually is

also included in rates.

(1)

Represents proposed increases when effective date and/or approval date is not yet determined. Approved rates

could differ materially from proposed rates.

(8) Fair Value Measurements

Certain methods and assumptions must be used to estimate the fair value of financial instruments. The fair value of the Company’s

long-term debt is considered a Level 2 fair value measurement and was estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the Company for instruments with similar characteristics. The

carrying values and estimated fair values of the Company’s long-term debt, including current maturities, were $823 million and

$784 million at March 31, 2026. Because of the maturity dates of cash and cash equivalents, those

carrying amounts approximate fair value. Additionally, accounts receivable and accounts payable carrying amounts approximate fair value. Because of the inherent difficulty of estimating interest rate and other market risks, the methods used to

estimate fair value may not always be indicative of actual realizable value, and different methodologies could produce different fair value estimates at the reporting date.

(9) Supplemental Cash Flow Information

The table below provides supplemental disclosure of cash flow information:

Three Months Ended March 31,

2026

(in millions)

Cash Payments:

Interest, net of capitalized interest

Non-cash transactions:

Accounts payable related to capital expenditures

(10) Subsequent Events

Management performs a review of subsequent events for any events occurring after the balance sheet date but prior to the date the financial

statements are issued. The Company’s management has performed a review of subsequent events through May 8, 2026, the date the financial statements were issued.

EX-99.3

Filename: d90390dex993.htm · Sequence: 5

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On October 20, 2025, National Fuel Gas Company (“National Fuel”) entered into a Securities Purchase Agreement (the

“Purchase Agreement”) with CenterPoint Energy Resources Corp. (the “Seller”), a subsidiary of CenterPoint Energy, Inc., pursuant to which, among other things, National Fuel agreed to acquire from the Seller all of the issued

and outstanding equity interests of Vectren Energy Delivery of Ohio, LLC (“CenterPoint Ohio”), the Seller’s Ohio natural gas local distribution company business, for an aggregate purchase price of $2.62 billion, subject to

customary adjustments, as provided in the Purchase Agreement (the “Acquisition”). The purchase price will be paid through a combination of:

•

$1.42 billion in cash, without interest (“Cash Consideration”); and

•

$1.2 billion in a promissory note issued by National Fuel to the Seller (“Seller Note

Facility”).

The unaudited pro forma condensed combined financial information presented below consists of an

unaudited pro forma condensed combined statement of income for the six months ended March 31, 2026, an unaudited pro forma condensed combined statement of income for the twelve months ended September 30, 2025, and an unaudited pro forma

condensed combined balance sheet as of March 31, 2026. The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro

forma condensed combined financial information presents historical financial information of National Fuel and CenterPoint Ohio adjusted to give effect to the Acquisition and other events contemplated by the Purchase Agreement. The unaudited pro

forma condensed combined financial information of National Fuel also gives effect to related financing events contemplated by National Fuel or that have already occurred but are not yet reflected in the historical financial information of National

Fuel and are considered material transactions separate from the Acquisition. The unaudited pro forma condensed combined balance sheet gives effect to the Acquisition as if it had been completed on March 31, 2026, while the unaudited pro forma

condensed combined statements of income for the six months ended March 31, 2026 and the year ended September 30, 2025 are presented as if the combination transactions had been completed on October 1, 2024.

Expected Accounting Treatment of the Acquisition

The Acquisition will be accounted for as a business combination in accordance with the acquisition method of accounting under accounting

principles generally accepted in the United States of America (“GAAP”). National Fuel is determined to be the accounting acquirer and CenterPoint Ohio is determined to be the accounting acquiree. This determination was primarily based on

the transfer of Cash Consideration by National Fuel to the economic interest holder of CenterPoint Ohio at Acquisition closing and the ownership, voting rights, composition of the governing body, and the designation of certain senior management

positions of the acquired entity post-closing. Under this method of accounting, the purchase price of the Acquisition will be allocated to the assets acquired and liabilities assumed based on their preliminary fair values at Acquisition closing. Any

excess of the estimated fair value of the consideration transferred over the estimated fair value of identifiable assets and liabilities will be recorded as goodwill.

Related Financing Events

Private Placement

In connection with the Purchase Agreement, on December 12, 2025, National Fuel entered into a common stock subscription agreement with certain

investors, pursuant to which National Fuel agreed to sell to the investors, in a private placement (the “Private Placement”), 4,402,513 shares of common stock at a purchase price of $79.50 per share. The Private Placement closed on

December 17, 2025, and National Fuel received gross proceeds of $350 million, before deducting fees and expenses. The funds from the Private Placement were temporarily used to reduce short-term borrowings that were outstanding at December 31,

2025, including a $300 million term loan due in February 2026 that National Fuel had intended ultimately to repay with proceeds from a long-term debt issuance. Additional short-term borrowings will be issued at Acquisition close.

Debt Financing

In connection with the

Purchase Agreement, National Fuel entered into a bridge facility commitment letter (the “Bridge Commitment Letter”) with certain financial institutions committed to provide National Fuel financing under a senior unsecured bridge loan

facility (the “Bridge Facility”) comprised of a $1.42 billion 364-day tranche (the “Acquisition Tranche”), the proceeds of which were to be used to finance the Acquisition, and a

$1.2 billion 364-day tranche (the “Seller Note Tranche”), the proceeds of which shall be used to refinance the Seller Note Facility at its scheduled maturity.

On November 6, 2025, National Fuel entered into a

364-day term loan facility commitment letter with certain financial institutions to provide National Fuel financing under a senior unsecured delayed draw term loan facility (the

“364-Day Facility”) in an aggregate principal amount of $1.42 billion, the proceeds of which shall be used to finance the Acquisition, which reduced the Acquisition Tranche commitments under

the Bridge Facility to zero.

On November 6, 2025, National Fuel also entered into a joinder agreement to the Bridge Commitment

Letter pursuant to which additional financial institutions joined as commitment parties in respect of the Seller Note Tranche. The 364-Day Facility commitments were subsequently reduced by the net cash

proceeds from the Private Placement (as defined below). National Fuel expects to reduce the 364-Day Facility commitments and the Seller Note Tranche commitments through future offerings or financings, possibly

to zero, prior to the closing date of the Acquisition or the scheduled maturity of the Seller Note Facility, as applicable, but there can be no assurance that any such offerings or financings will occur.

National Fuel expects to borrow a $1.5 billion aggregate principal amount of senior unsecured notes at a weighted average rate of 5.04%.

The total of $1.5 billion that National Fuel intends to borrow will be used to (a) finance the Acquisition, (b) pay transaction and financing costs, and (c) repay certain existing indebtedness of National Fuel.

National Fuel is party to a syndicated credit agreement that provides a $1.3 billion unsecured committed revolving credit facility (the

“Revolving Credit Facility”). The credit agreement backs National Fuel’s commercial paper program. As of March 31, 2026, there was $41.3 million drawn under the commercial paper program. National Fuel expects to

further borrow approximately $283.0 million under its commercial paper program or other short-term borrowing facilities, including the Revolving Credit Facility at an estimated rate of 4.50%, in connection with the Acquisition.

A portion of the Acquisition Consideration will be financed at closing by the Seller Note Facility, pursuant to which the Seller, as lender,

agrees to provide National Fuel, as borrower, a $1.2 billion unsecured term loan credit facility that matures on the last business day that is not more than 364 days from the closing of the Acquisition. The borrowings under the Seller Note

Facility will bear interest at a rate of 6.50% per annum. The Seller Note Facility is described within the Unaudited Pro Forma Condensed Combined Balance Sheet as the Short-Term Promissory Note.

These agreements, assumptions and expectations are subject to change, and the debt issuance costs and related interest expense to be incurred

could vary significantly from what is assumed in the unaudited pro forma condensed combined financial information. Other factors that are subject to change include, but are not limited to, the timing of borrowings, the amount of cash on hand at the

time of the closing and inputs to interest rate determination on debt instruments issued.

Debt issuance costs, if any, for the senior

unsecured notes and the Seller Note Facility, will be amortized over the respective terms of the debt.

Other Information

The unaudited pro forma condensed combined financial information and corresponding notes to the unaudited pro forma condensed combined

financial information were derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes:

•

The historical audited consolidated financial statements of National Fuel as of and for the fiscal year ended

September 30, 2025, as included in National Fuel’s Annual Report on Form 10-K filed with the SEC on November 21, 2025;

•

The historical unaudited consolidated financial statements of National Fuel for the six months ended

March 31, 2026, as included in National Fuel’s Quarterly Report on Form 10-Q filed with the SEC on April 30, 2026;

•

The historical audited financial statements of CenterPoint Ohio as of and for the twelve months ended

December 31, 2025, which are included as Exhibit 99.1 to National Fuel’s Current Report on Form 8-K filed with the SEC on May 26, 2026; and

•

The historical unaudited condensed consolidated financial statements of CenterPoint Ohio for the six months ended

March 31, 2026, which were derived by starting with its audited results for the fiscal year ended December 31, 2025, removing unaudited results for the nine months ended September 30, 2025, and subsequently adding the unaudited

results for the three months ended March 31, 2026, which are included as Exhibit 99.2 to National Fuel’s Current Report on Form 8-K filed with the SEC on May 26, 2026.

The unaudited pro forma condensed combined financial information should also be read together with the information set forth under

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of National Fuel’s annual reports.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF MARCH 31, 2026

(Thousands of dollars)

Historical

As of March 31,

2026

National

Fuel

As of March 31,

2026

CenterPoint

Ohio

(Historical as

adjusted in

Note 2)

Transaction

Accounting

Adjustments -

Reclassification

Notes

Transaction

Accounting

Adjustments -

Financing

Notes

Transaction

Accounting

Adjustments -

Acquisition

Notes

Pro Forma

Combined

ASSETS

Property, Plant and Equipment

15,832,704

2,313,061

—

18,145,765

Less - Accumulated Depreciation, Depletion and Amortization

7,902,521

487,030

—

8,389,551

7,930,183

1,826,031

—

9,756,214

Current Assets

Cash and Temporary Cash Investments

26,596

892

—

2,662,773

4a, 4b,

4c, 4d

(2,663,168

)

5a, 5b

27,093

Receivables - Net of Allowance for Uncollectible Accounts

292,548

67,311

—

359,859

Unbilled Revenue

52,963

28,882

—

81,845

Accounts and Notes Receivable - Affiliated Companies

—

53,451

—

(53,451

)

—

Gas Stored Underground

4,768

—

4,768

Materials and Supplies - at average cost

53,773

10,088

—

63,861

Unrecovered Purchased Gas Costs

13,005

—

13,005

Other Current Assets

63,943

771

—

64,714

507,596

161,395

—

2,662,773

(2,716,619

)

615,145

Other Assets

Recoverable Future Taxes

96,226

—

96,226

Unamortized Debt Expense

5,307

—

274

5,581

Other Regulatory Assets

127,061

357,974

—

485,035

Deferred Charges

81,332

—

81,332

Other Investments

65,870

—

65,870

Goodwill

5,476

219,000

—

554,855

779,331

Prepaid Pension and Post-Retirement Benefit Costs

182,682

—

182,682

Fair Value of Derivative Financial Instruments

116,014

—

116,014

Other

9,857

—

9,857

689,825

576,974

—

555,129

1,821,928

Total Assets

9,127,604

2,564,400

—

2,662,773

(2,161,490

)

12,193,287

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET - (continued)

AS OF MARCH 31, 2026

(Thousands of dollars)

Historical

As of March 31,

2026

National Fuel

As of March 31,

2026

CenterPoint

Ohio (Historical

as adjusted in

Note 2)

Transaction

Accounting

Adjustments -

Reclassification

Notes

Transaction

Accounting

Adjustments -

Financing

Notes

Transaction

Accounting

Adjustments -

Acquisition

Notes

Pro Forma

Combined

CAPITALIZATION AND LIABILITIES

Capitalization:

Comprehensive Shareholder’s Equity

Common Stock

95,027

—

95,027

Paid in Capital

1,388,193

—

1,388,193

Additional

paid-in-capital

—

931,242

—

(931,242

)

—

Earnings Reinvested in the Business

2,340,168

—

(41,981

)

5b,

2,298,187

Accumulated Other Comprehensive Income

1,111

—

1,111

Retained earnings

—

86,614

—

(86,614

)

—

Total Comprehensive Shareholders’ Equity

3,824,499

1,017,856

—

(1,059,837

)

3,782,518

Long -Term Debt, Net of Current Portion and Unamortized Discount and Debt Issuance Costs

2,084,882

—

1,488,000

411

3,573,293

Long-term debt - affiliated companies, net of current maturities

—

763,767

—

(763,767

)

—

Total Capitalization

5,909,381

1,781,623

—

1,488,000

(1,823,193

)

7,355,811

Current and Accrued Liabilities

Notes Payable to Banks and Commercial Paper

41,300

—

283,000

—

324,300

Short-Term Promissory Note

—

1,200,000

—

1,200,000

Current Portion of Long-Term Debt

300,000

—

(300,000

)

—

Accounts Payable

143,180

72,127

—

215,307

Accounts payable - affiliated companies

—

33,613

—

(33,613

)

—

Current maturities of long-term debt - affiliated companies

—

59,582

—

(59,582

)

—

Amounts Payable to Customers

288

—

288

Dividends Payable

50,840

—

50,840

Interest Payable on Long-Term Debt

13,738

—

13,738

Customer Security Deposits

27,805

4,885

—

32,690

Other Accruals and Current Liabilities

242,760

44,884

—

(8,227

)

(42,398

)

5a,

237,019

Fair Value of Derivative Financial Instruments

236

—

236

820,147

215,091

—

1,174,773

(135,593

)

2,074,418

Other Liabilities

Deferred Income Taxes

1,325,733

202,704

—

(202,704

)

1,325,733

Taxes Refundable to Customers

303,199

—

303,199

Cost of Removal Regulatory Liability

314,865

—

314,865

Other Regulatory Liabilities

116,509

320,093

—

436,602