[10-Q] Northwest Natural Holding Co Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
Northwest Natural Holding Company reported Q3 2025 results showing higher revenue but a seasonal loss. Operating revenues were $164.7 million, up from $136.9 million a year ago. The company posted a net loss of $29.9 million versus a $27.2 million loss in Q3 2024, reflecting typical off‑season patterns and higher operating and interest costs.
Year to date, revenue reached $895.2 million compared with $782.1 million, and net income rose to $55.5 million from $33.9 million. Diluted EPS was $(0.73) for Q3 and $1.36 for the nine‑month period. Cash provided by operating activities was $265.9 million for the nine months. The company invested $332.7 million in capital expenditures and $331.3 million on acquisitions, funded in part by $560.0 million of long‑term debt issued and $47.8 million of common stock issued year to date.
At September 30, 2025, total assets were $5.85 billion and long‑term debt was $2.13 billion. Total equity was $1.43 billion. At October 24, 2025, 41,507,042 common shares were outstanding. Dividends per share were $0.49 in Q3 and $1.47 year to date.
Positive
- None.
Negative
- None.
Insights
Stronger YTD earnings, but Q3 off-season loss and higher leverage.
NWN delivered higher nine‑month revenue and earnings, with operating revenues of
Balance sheet expansion reflects acquisitions and capex: total assets reached
Cash from operations was
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
For the quarterly period ended September 30, 2025
OR
For the transition period from ___________ to____________
 |  | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Exact name of registrant as specified in its charter) | (Exact name of registrant as specified in its charter) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commission file number | Commission file number | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Registrant’s telephone number, including area code: | Registrant’s telephone number, including area code: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Registrant | Title of each class | Trading Symbol | Name of each exchange on which registered | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NORTHWEST NATURAL HOLDING COMPANY | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NORTHWEST NATURAL GAS COMPANY | None | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NORTHWEST NATURAL HOLDING COMPANY | ☒ | No | ☐ | NORTHWEST NATURAL GAS COMPANY | ☒ | No | ☐ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NORTHWEST NATURAL HOLDING COMPANY | ☒ | No | ☐ | NORTHWEST NATURAL GAS COMPANY | ☒ | No | ☐ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NORTHWEST NATURAL HOLDING COMPANY | NORTHWEST NATURAL GAS COMPANY | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ☒ | Large Accelerated Filer | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accelerated Filer | ☐ | Accelerated Filer | ☐ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-accelerated Filer | ☐ | ☒ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Smaller Reporting Company | Smaller Reporting Company | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Emerging Growth Company | 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. ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NORTHWEST NATURAL HOLDING COMPANY | Yes | No | ☒ | NORTHWEST NATURAL GAS COMPANY | Yes | No | ☒ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
At October 24, 2025, 41,507,042 shares of Northwest Natural Holding Company's Common Stock (the only class of Common Stock) were outstanding. All shares of Northwest Natural Gas Company's Common Stock (the only class of Common Stock) outstanding were held by Northwest Natural Holding Company.
This combined Form 10-Q is separately filed by Northwest Natural Holding Company and Northwest Natural Gas Company. Information contained in this document relating to Northwest Natural Gas Company is filed by Northwest Natural Holding Company and separately by Northwest Natural Gas Company. Northwest Natural Gas Company makes no representation as to information relating to Northwest Natural Holding Company or its subsidiaries, except as it may relate to Northwest Natural Gas Company and its subsidiaries.
NORTHWEST NATURAL GAS COMPANY
NORTHWEST NATURAL HOLDING COMPANY
For the Quarterly Period Ended September 30, 2025
TABLE OF CONTENTS
| PART 1. | FINANCIAL INFORMATION | Page | ||||||
Forward-Looking Statements | 3 | |||||||
Item 1. | Unaudited Financial Statements: | |||||||
Consolidated Statements of Comprehensive Income of Northwest Natural Holding Company for the three and nine months ended September 30, 2025 and 2024 | 5 | |||||||
Consolidated Balance Sheets of Northwest Natural Holding Company at September 30, 2025 and 2024 and December 31, 2024 | 6 | |||||||
Consolidated Statements of Shareholders' Equity of Northwest Natural Holding Company for the three and nine months ended September 30, 2025 and 2024 | 8 | |||||||
Consolidated Statements of Cash Flows of Northwest Natural Holding Company for the nine months ended September 30, 2025 and 2024 | 9 | |||||||
Consolidated Statements of Comprehensive Income of Northwest Natural Gas Company for the three and nine months ended September 30, 2025 and 2024 | 10 | |||||||
Consolidated Balance Sheets of Northwest Natural Gas Company at September 30, 2025 and 2024 and December 31, 2024 | 11 | |||||||
Consolidated Statements of Shareholder's Equity of Northwest Natural Gas Company for the three and nine months ended September 30, 2025 and 2024 | 13 | |||||||
Consolidated Statements of Cash Flows of Northwest Natural Gas Company for the nine months ended September 30, 2025 and 2024 | 14 | |||||||
Notes to Unaudited Consolidated Financial Statements | 15 | |||||||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 51 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 77 | ||||||
Item 4. | Controls and Procedures | 77 | ||||||
| PART II. | OTHER INFORMATION | |||||||
Item 1. | Legal Proceedings | 78 | ||||||
Item 1A. | Risk Factors | 78 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 78 | ||||||
Item 5. | Other Information | 78 | ||||||
Item 6. | Exhibits | 82 | ||||||
Signatures | 86 | |||||||
PART I. FINANCIAL INFORMATION
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which are subject to the safe harbors created by such Act. Forward-looking statements can be identified by words such as anticipates, assumes, may, intends, plans, projects, seeks, should, believes, estimates, expects, will, could, and similar references (including the negatives thereof) to future periods, although not all forward-looking statements contain these words. Examples of forward-looking statements include, but are not limited to, statements regarding the following:
•plans, projections and predictions;
•objectives, goals, visions or strategies;
•assumptions, generalizations and estimates;
•ongoing continuation of past practices or patterns;
•future events or performance;
•trends;
•risks;
•uncertainties;
•timing and cyclicality;
•economic conditions, including impacts of inflation, interest rates, recessionary risk, the imposition and/or announcement of tariffs imposed on the import of certain goods into the U.S. from various countries and general economic uncertainty;
•earnings and dividends;
•capital expenditures and allocation;
•capital markets or access to capital;
•capital or organizational structure;
•matters related to climate change and our role in decarbonization or a lower-carbon future;
•renewable natural gas, environmental attributes related thereto, and hydrogen;
•our strategy to reduce greenhouse gas emissions and the efficacy of communicating that strategy to shareholders, investors, stakeholders and communities;
•potential impacts of the federal budget or debt ceiling matters, including the current U.S. federal government shutdown;
•the policies and priorities of the current presidential administration and U.S. Congress;
•growth;
•customer rates;
•labor relations and workforce succession;
•commodity costs;
•desirability and cost competitiveness of natural gas;
•gas reserves;
•operational performance and costs;
•energy policy, infrastructure and preferences;
•public policy approach and involvement;
•efficacy of derivatives and hedges;
•liquidity, financial positions, and planned securities issuances;
•valuations;
•project and program development, expansion, or investment;
•business development efforts, including new business lines such as unregulated renewable natural gas, and acquisitions and integration thereof;
•implementation and execution of our water strategy;
•pipeline capacity, demand, location, and reliability;
•adequacy of property rights and operations center development;
•technology implementation and cybersecurity practices;
•competition;
•procurement and development of gas (including renewable natural gas) and water supplies;
•estimated expenditures, supply chain and third party availability and impairment;
•supply chain disruptions;
•costs of compliance, and our ability to include those costs in rates;
•customers bypassing our infrastructure;
•credit exposures and credit ratings or changes in credit ratings or outlook;
•uncollectible account amounts;
•rate or regulatory outcomes, recovery or refunds, and the availability of public utility commissions to take action;
•impacts or changes of the current presidential administration, executive orders, laws, rules and regulations, or legal challenges related thereto, including energy and climate related legislation;
•tax liabilities or refunds, including effects of tax legislation;
•levels and pricing of gas storage contracts and gas storage markets;
•outcomes, timing and effects of potential claims, litigation, regulatory actions, and other administrative matters;
•projected obligations, expectations and treatment with respect to, and the impact of new legislation on, retirement plans;
3
•international, federal, state, and local efforts to regulate, in a variety of ways, greenhouse gas emissions, and the effects of those efforts;
•geopolitical factors, including the ongoing conflicts in Europe and the Middle East;
•availability, adequacy, and shift in mix, of gas and water supplies;
•effects of new or anticipated changes in critical accounting policies or estimates;
•approval and adequacy of regulatory deferrals;
•effects and efficacy of regulatory mechanisms; and
•environmental, regulatory, litigation and insurance costs and recoveries, and timing thereof.
Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We therefore caution you against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed in NW Holdings' and NW Natural's 2024 Annual Report on Form 10-K, Part I, Item 1A “Risk Factors” and Part II, Item 7 and Item 7A, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures about Market Risk”, respectively, and Part I of this report, Items 2 and 3, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk”, respectively.
Any forward-looking statement made in this report speaks only as of the date on which it is made. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
4
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
NORTHWEST NATURAL HOLDING COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| In thousands, except per share data | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Operating revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Cost of gas | ||||||||||||||||||||||||||
| Operations and maintenance | ||||||||||||||||||||||||||
| Environmental remediation | ||||||||||||||||||||||||||
| General taxes | ||||||||||||||||||||||||||
| Revenue taxes | ||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||
| Other operating expenses | ||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||
| Income (loss) from operations | ( | ( | ||||||||||||||||||||||||
| Other income (expense), net | ( | ( | ||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||
| Income (loss) before income taxes | ( | ( | ||||||||||||||||||||||||
| Income tax (benefit) expense | ( | ( | ||||||||||||||||||||||||
| Net income (loss) | ( | ( | ||||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||
Change in employee benefit plan liability, net of taxes of $ | ( | ( | ||||||||||||||||||||||||
Amortization of non-qualified employee benefit plan liability, net of taxes $( | ||||||||||||||||||||||||||
Unrealized (loss) gain on interest rate swaps, net of taxes $ | ( | ( | ( | ( | ||||||||||||||||||||||
| Comprehensive income (loss) | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||
| Average common shares outstanding: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
| Earnings (loss) per share of common stock: | ||||||||||||||||||||||||||
| Basic | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||
| Diluted | ( | ( | ||||||||||||||||||||||||
See Notes to Unaudited Consolidated Financial Statements
5
NORTHWEST NATURAL HOLDING COMPANY
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| September 30, | September 30, | December 31, | ||||||||||||||||||
| In thousands | 2025 | 2024 | 2024 | |||||||||||||||||
| Assets: | ||||||||||||||||||||
| Current assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||||||||||
| Accounts receivable | ||||||||||||||||||||
| Accrued unbilled revenue | ||||||||||||||||||||
| Allowance for uncollectible accounts | ( | ( | ( | |||||||||||||||||
| Regulatory assets | ||||||||||||||||||||
| Derivative instruments | ||||||||||||||||||||
| Inventories | ||||||||||||||||||||
| Other current assets | ||||||||||||||||||||
| Total current assets | ||||||||||||||||||||
| Non-current assets: | ||||||||||||||||||||
| Property, plant, and equipment | ||||||||||||||||||||
| Less: Accumulated depreciation | ||||||||||||||||||||
| Total property, plant, and equipment, net | ||||||||||||||||||||
| Regulatory assets | ||||||||||||||||||||
| Derivative instruments | ||||||||||||||||||||
| Other investments | ||||||||||||||||||||
| Operating lease right of use asset, net | ||||||||||||||||||||
| Assets under sales-type leases | ||||||||||||||||||||
| Goodwill | ||||||||||||||||||||
| Other non-current assets | ||||||||||||||||||||
| Total non-current assets | ||||||||||||||||||||
| Total assets | $ | $ | $ | |||||||||||||||||
See Notes to Unaudited Consolidated Financial Statements
6
NORTHWEST NATURAL HOLDING COMPANY
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| September 30, | September 30, | December 31, | ||||||||||||||||||
| In thousands, except share information | 2025 | 2024 | 2024 | |||||||||||||||||
| Liabilities and equity: | ||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||
| Short-term debt | $ | $ | $ | |||||||||||||||||
| Current maturities of long-term debt | ||||||||||||||||||||
| Accounts payable | ||||||||||||||||||||
| Taxes accrued | ||||||||||||||||||||
| Interest accrued | ||||||||||||||||||||
| Regulatory liabilities | ||||||||||||||||||||
| Derivative instruments | ||||||||||||||||||||
| Operating lease liabilities | ||||||||||||||||||||
| Other current liabilities | ||||||||||||||||||||
| Total current liabilities | ||||||||||||||||||||
| Long-term debt | ||||||||||||||||||||
| Deferred credits and other non-current liabilities: | ||||||||||||||||||||
| Deferred tax liabilities | ||||||||||||||||||||
| Regulatory liabilities | ||||||||||||||||||||
| Pension and other postretirement benefit liabilities | ||||||||||||||||||||
| Derivative instruments | ||||||||||||||||||||
| Operating lease liabilities | ||||||||||||||||||||
| Other non-current liabilities | ||||||||||||||||||||
| Total deferred credits and other non-current liabilities | ||||||||||||||||||||
Commitments and contingencies (Note 16) | ||||||||||||||||||||
| Equity: | ||||||||||||||||||||
Common stock - | ||||||||||||||||||||
| Retained earnings | ||||||||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ( | |||||||||||||||||
| Total equity | ||||||||||||||||||||
| Total liabilities and equity | $ | $ | $ | |||||||||||||||||
See Notes to Unaudited Consolidated Financial Statements
7
NORTHWEST NATURAL HOLDING COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
| In thousands, except per share amounts | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Total shareholders' equity, beginning balances | $ | $ | $ | $ | ||||||||||||||||||||||
| Common stock: | ||||||||||||||||||||||||||
| Beginning balances | ||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||
| Shares issued pursuant to equity based plans, net of shares withheld for taxes | ||||||||||||||||||||||||||
| Issuance of common stock, net of issuance costs | ||||||||||||||||||||||||||
| Ending balances | ||||||||||||||||||||||||||
| Retained earnings: | ||||||||||||||||||||||||||
| Beginning balances | ||||||||||||||||||||||||||
| Net income (loss) | ( | ( | ||||||||||||||||||||||||
| Dividends on common stock | ( | ( | ( | ( | ||||||||||||||||||||||
| Ending balances | ||||||||||||||||||||||||||
| Accumulated other comprehensive income (loss): | ||||||||||||||||||||||||||
| Beginning balances | ( | ( | ( | ( | ||||||||||||||||||||||
| Other comprehensive income | ( | ( | ||||||||||||||||||||||||
| Ending balances | ( | ( | ( | ( | ||||||||||||||||||||||
| Total shareholders' equity, ending balances | $ | $ | $ | $ | ||||||||||||||||||||||
| Dividends per share of common stock | $ | $ | $ | $ | ||||||||||||||||||||||
See Notes to Unaudited Consolidated Financial Statements
8
NORTHWEST NATURAL HOLDING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Nine Months Ended September 30, | ||||||||||||||
| In thousands | 2025 | 2024 | ||||||||||||
| Operating activities: | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to cash provided by operations: | ||||||||||||||
| Depreciation | ||||||||||||||
| Amortization | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Qualified defined benefit pension plan expense | ||||||||||||||
| Contributions to qualified defined benefit pension plans | ( | ( | ||||||||||||
| Deferred environmental expenditures, net | ( | ( | ||||||||||||
| Environmental remediation expense | ||||||||||||||
| Asset optimization revenue sharing bill credits | ( | ( | ||||||||||||
| Other | ||||||||||||||
| Changes in assets and liabilities: | ||||||||||||||
| Receivables, net | ||||||||||||||
| Inventories | ( | |||||||||||||
| Income and other taxes | ||||||||||||||
| Accounts payable | ( | ( | ||||||||||||
| Deferred gas costs | ( | ( | ||||||||||||
| Asset optimization revenue sharing | ||||||||||||||
| Decoupling mechanism | ( | |||||||||||||
| Cloud-based software | ( | ( | ||||||||||||
| Regulatory accounts | ||||||||||||||
| RNG facility prepayment | ( | |||||||||||||
| Other, net | ( | |||||||||||||
| Cash provided by operating activities | ||||||||||||||
| Investing activities: | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Acquisitions, net of cash acquired | ( | ( | ||||||||||||
| Purchase of equity method investment | ( | ( | ||||||||||||
| Other | ( | ( | ||||||||||||
| Cash used in investing activities | ( | ( | ||||||||||||
| Financing activities: | ||||||||||||||
| Proceeds from common stock issued, net | ||||||||||||||
| Long-term debt issued | ||||||||||||||
| Long-term debt retired | ( | ( | ||||||||||||
| Changes in other short-term debt, net | ||||||||||||||
| Cash dividend payments on common stock | ( | ( | ||||||||||||
| Payment of financing fees | ( | ( | ||||||||||||
| Shares withheld for tax purposes | ( | ( | ||||||||||||
| Other | ( | ( | ||||||||||||
| Cash provided by financing activities | ||||||||||||||
| Decrease in cash, cash equivalents and restricted cash | ( | ( | ||||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | ||||||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | ||||||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||||
| Interest paid, net of capitalization | $ | $ | ||||||||||||
| Income taxes paid, net of refunds | ||||||||||||||
See Notes to Unaudited Consolidated Financial Statements
9
NORTHWEST NATURAL GAS COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| In thousands | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Operating revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Cost of gas | ||||||||||||||||||||||||||
| Operations and maintenance | ||||||||||||||||||||||||||
| Environmental remediation | ||||||||||||||||||||||||||
| General taxes | ||||||||||||||||||||||||||
| Revenue taxes | ||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||
| Other operating expenses | ||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||
| Income (loss) from operations | ( | ( | ||||||||||||||||||||||||
| Other expense, net | ( | ( | ||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||
| Income (loss) before income taxes | ( | ( | ||||||||||||||||||||||||
| Income tax expense | ( | ( | ||||||||||||||||||||||||
| Net income (loss) | ( | ( | ||||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||
Change in employee benefit plan liability, net of taxes of $ | ( | ( | ||||||||||||||||||||||||
Amortization of non-qualified employee benefit plan liability, net of taxes of $( | ||||||||||||||||||||||||||
| Comprehensive income (loss) | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||
See Notes to Unaudited Consolidated Financial Statements
10
NORTHWEST NATURAL GAS COMPANY
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| September 30, | September 30, | December 31, | ||||||||||||||||||
| In thousands | 2025 | 2024 | 2024 | |||||||||||||||||
| Assets: | ||||||||||||||||||||
| Current assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||||||||||
| Accounts receivable | ||||||||||||||||||||
| Accrued unbilled revenue | ||||||||||||||||||||
| Allowance for uncollectible accounts | ( | ( | ( | |||||||||||||||||
| Regulatory assets | ||||||||||||||||||||
| Derivative instruments | ||||||||||||||||||||
| Inventories | ||||||||||||||||||||
| Other current assets | ||||||||||||||||||||
| Total current assets | ||||||||||||||||||||
| Non-current assets: | ||||||||||||||||||||
| Property, plant, and equipment | ||||||||||||||||||||
| Less: Accumulated depreciation | ||||||||||||||||||||
| Total property, plant, and equipment, net | ||||||||||||||||||||
| Regulatory assets | ||||||||||||||||||||
| Derivative instruments | ||||||||||||||||||||
| Other investments | ||||||||||||||||||||
| Operating lease right of use asset, net | ||||||||||||||||||||
| Assets under sales-type leases | ||||||||||||||||||||
| Other non-current assets | ||||||||||||||||||||
| Total non-current assets | ||||||||||||||||||||
| Total assets | $ | $ | $ | |||||||||||||||||
See Notes to Unaudited Consolidated Financial Statements
11
NORTHWEST NATURAL GAS COMPANY
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| September 30, | September 30, | December 31, | ||||||||||||||||||
| In thousands | 2025 | 2024 | 2024 | |||||||||||||||||
| Liabilities and equity: | ||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||
| Short-term debt | $ | $ | $ | |||||||||||||||||
| Current maturities of long-term debt | ||||||||||||||||||||
| Accounts payable | ||||||||||||||||||||
| Taxes accrued | ||||||||||||||||||||
| Interest accrued | ||||||||||||||||||||
| Regulatory liabilities | ||||||||||||||||||||
| Derivative instruments | ||||||||||||||||||||
| Operating lease liabilities | ||||||||||||||||||||
| Other current liabilities | ||||||||||||||||||||
| Total current liabilities | ||||||||||||||||||||
| Long-term debt | ||||||||||||||||||||
| Deferred credits and other non-current liabilities: | ||||||||||||||||||||
| Deferred tax liabilities | ||||||||||||||||||||
| Regulatory liabilities | ||||||||||||||||||||
| Pension and other postretirement benefit liabilities | ||||||||||||||||||||
| Derivative instruments | ||||||||||||||||||||
| Operating lease liabilities | ||||||||||||||||||||
| Other non-current liabilities | ||||||||||||||||||||
| Total deferred credits and other non-current liabilities | ||||||||||||||||||||
Commitments and contingencies (Note 16) | ||||||||||||||||||||
| Equity: | ||||||||||||||||||||
| Common stock | ||||||||||||||||||||
| Retained earnings | ||||||||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ( | |||||||||||||||||
| Total equity | ||||||||||||||||||||
| Total liabilities and equity | $ | $ | $ | |||||||||||||||||
See Notes to Unaudited Consolidated Financial Statements
12
NORTHWEST NATURAL GAS COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY (UNAUDITED)
| In thousands | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Total shareholder's equity, beginning balances | $ | $ | $ | $ | ||||||||||||||||||||||
| Common stock: | ||||||||||||||||||||||||||
| Beginning balances | ||||||||||||||||||||||||||
| Capital contributions from parent | ||||||||||||||||||||||||||
| Ending balances | ||||||||||||||||||||||||||
| Retained earnings: | ||||||||||||||||||||||||||
| Beginning balances | ||||||||||||||||||||||||||
| Net income (loss) | ( | ( | ||||||||||||||||||||||||
| Dividends on common stock | ( | ( | ( | ( | ||||||||||||||||||||||
| Ending balances | ||||||||||||||||||||||||||
| Accumulated other comprehensive income (loss): | ||||||||||||||||||||||||||
| Beginning balances | ( | ( | ( | ( | ||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||
| Ending balances | ( | ( | ( | ( | ||||||||||||||||||||||
| Total shareholder's equity, ending balances | $ | $ | $ | $ | ||||||||||||||||||||||
See Notes to Unaudited Consolidated Financial Statements
13
NORTHWEST NATURAL GAS COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Nine Months Ended September 30, | ||||||||||||||
| In thousands | 2025 | 2024 | ||||||||||||
| Operating activities: | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to cash provided by operations: | ||||||||||||||
| Depreciation | ||||||||||||||
| Amortization | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Qualified defined benefit pension plan expense | ||||||||||||||
| Contributions to qualified defined benefit pension plans | ( | ( | ||||||||||||
| Deferred environmental expenditures, net | ( | ( | ||||||||||||
| Environmental remediation expense | ||||||||||||||
| Asset optimization revenue sharing bill credits | ( | ( | ||||||||||||
| Other | ||||||||||||||
| Changes in assets and liabilities: | ||||||||||||||
| Receivables, net | ||||||||||||||
| Inventories | ( | |||||||||||||
| Income and other taxes | ||||||||||||||
| Accounts payable | ( | ( | ||||||||||||
| Deferred gas costs | ( | ( | ||||||||||||
| Asset optimization revenue sharing | ||||||||||||||
| Decoupling mechanism | ( | |||||||||||||
| Cloud-based software | ( | ( | ||||||||||||
| Regulatory accounts | ||||||||||||||
| Other, net | ( | ( | ||||||||||||
| Cash provided by operating activities | ||||||||||||||
| Investing activities: | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Other | ( | ( | ||||||||||||
| Cash used by investing activities | ( | ( | ||||||||||||
| Financing activities: | ||||||||||||||
| Cash contributions received from parent | ||||||||||||||
| Long-term debt retired | ( | |||||||||||||
| Changes in other short-term debt, net | ( | |||||||||||||
| Cash dividend payments on common stock | ( | ( | ||||||||||||
| Shares withheld for tax purposes | ( | ( | ||||||||||||
| Other | ( | ( | ||||||||||||
| Cash provided (used) by financing activities | ( | |||||||||||||
| Decrease in cash, cash equivalents and restricted cash | ( | ( | ||||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | ||||||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | ||||||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||||
| Interest paid, net of capitalization | $ | $ | ||||||||||||
| Income taxes paid, net of refunds | ||||||||||||||
See Notes to Unaudited Consolidated Financial Statements
14
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. ORGANIZATION AND PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements represent the respective, consolidated financial results of Northwest Natural Holding Company (NW Holdings) and Northwest Natural Gas Company (NW Natural) and all respective companies that each registrant directly or indirectly controls, either through majority ownership or otherwise. This is a combined report of NW Holdings and NW Natural, which includes separate consolidated financial statements for each registrant.
NW Natural's regulated natural gas distribution activities are reported in the NWN Gas Utility reportable segment, which was previously referred to as the natural gas distribution (NGD) segment prior to 2025. The NWN Gas Utility segment serves residential, commercial, and industrial customers in Oregon and southwest Washington. SiEnergy Operating, LLC (SiEnergy Gas Utility or SiEnergy), which was acquired January 7, 2025, owns SiEnergy Gas, LLC, which is a regulated natural gas distribution utility, and serves residential and commercial customers in the greater metropolitan areas of Houston, Dallas, and Austin, Texas. SiEnergy also serves several transmission customers in Dallas and Austin, Texas. SiEnergy activities are reported in the SiEnergy Gas Utility reportable segment. NW Natural Water Company, LLC (NWN Water Utility or NWN Water) activities are reported in the NWN Water Utility reportable segment, which provides water distribution and wastewater services to communities throughout the Pacific Northwest, Texas, Arizona, and California. NW Holdings and NW Natural also have investments and business activities not specifically related to the NWN Gas Utility, SiEnergy Gas Utility and NWN Water Utility segments, which are aggregated and reported as NW Holdings Other and NW Natural Other.
NW Holdings and NW Natural consolidate all entities in which they have a controlling financial interest. Investments in corporate joint ventures and partnerships that NW Holdings does not directly or indirectly control, and for which it is not the primary beneficiary, include NNG Financial's investment in Kelso-Beaver Pipeline and NWN Water's investment in Avion Water Company, Inc., which are accounted for under the equity method. See Note 13 for activity related to equity method investments. NW Holdings and its direct and indirect subsidiaries are collectively referred to herein as NW Holdings, and NW Natural and its direct and indirect subsidiaries are collectively referred to herein as NW Natural. The consolidated financial statements of NW Holdings and NW Natural are presented after elimination of all intercompany balances and transactions.
Information presented in these interim consolidated financial statements is unaudited but includes all material adjustments management considers necessary for a fair statement of the results for each period reported including normal recurring accruals. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in NW Holdings' and NW Natural's combined Annual Report on Form 10-K for the year ended December 31, 2024 (2024 Form 10-K). A significant part of NW Holdings' and NW Natural's business is of a seasonal nature; therefore, NW Holdings and NW Natural results of operations for interim periods are not necessarily indicative of full year results. Seasonality affects the comparability of the results of other operations across quarters but not across years.
Notes to the consolidated financial statements reflect the activity for both NW Holdings and NW Natural for all periods presented, unless otherwise noted. NW Holdings and NW Natural historical segment reporting has been recast to reflect their current organizational structure. The recasting did not have a material effect on the consolidated financial statements of NW Holdings or NW Natural.
2. SIGNIFICANT ACCOUNTING POLICIES
Significant accounting policies are described in Note 2 of the 2024 Form 10-K. There were no material changes to those accounting policies during the nine months ended September 30, 2025 other than those set forth in this Note 2. The following are updates to certain critical accounting policy estimates and new accounting standards.
Industry Regulation
NW Holdings' principal business is to operate as a holding company for NW Natural, SiEnergy, NWN Water and its other subsidiaries. NW Natural's principal business is the distribution of natural gas, which is regulated by the Oregon Public Utility Commission (OPUC) and Washington Utilities and Transportation Commission (WUTC). NW Natural also has natural gas storage services, which are regulated by the Federal Energy Regulatory Commission (FERC), and to a certain extent by the OPUC and WUTC. SiEnergy's principal business is the distribution of natural gas in Texas; primarily in the Houston, Dallas and Austin metropolitan areas. SiEnergy also includes a natural gas transmission utility serving customers in the greater metropolitan areas of Dallas and Austin, Texas. SiEnergy's natural gas utilities are subject to regulation by the Railroad Commission of Texas. NWN Water's principal business is water and wastewater utility services. NWN Water's subsidiaries own water businesses, which are regulated by the public utility commission in the state in which the water utility is located, which is currently Oregon, Washington, Idaho, Texas and Arizona. Wastewater businesses, to the extent they are regulated, are generally regulated by the public utility commissions in the state in which the wastewater utility is located, which is currently Texas and Arizona. Accounting records and practices of the regulated businesses conform to the requirements and uniform system of accounts prescribed by these regulatory authorities in accordance with U.S. GAAP. The businesses in which customer rates are regulated have approved cost-based rates which are intended to allow such businesses to earn a reasonable return on invested capital.
15
In applying regulatory accounting principles, NW Holdings and NW Natural capitalize or defer certain costs and revenues as regulatory assets and liabilities pursuant to orders of the applicable state public utility commission, which provide for the recovery of revenues or expenses from, or refunds to, utility customers in future periods, including a return or a carrying charge in certain cases.
Amounts deferred as regulatory assets and liabilities for NW Holdings and NW Natural were as follows:
| Regulatory Assets | ||||||||||||||||||||
| September 30, | December 31, | |||||||||||||||||||
| In thousands | 2025 | 2024 | 2024 | |||||||||||||||||
| NW Natural: | ||||||||||||||||||||
| Current: | ||||||||||||||||||||
Unrealized loss on derivatives(1) | $ | $ | $ | |||||||||||||||||
| Gas costs | ||||||||||||||||||||
Environmental costs(2) | ||||||||||||||||||||
Decoupling(3) | ||||||||||||||||||||
Pension balancing(4) | ||||||||||||||||||||
| Income taxes | ||||||||||||||||||||
| Washington Climate Commitment Act compliance | ||||||||||||||||||||
| COVID-19 deferrals and expenses, net | ||||||||||||||||||||
| Security and systems improvements | ||||||||||||||||||||
Industrial demand side management(5) | ||||||||||||||||||||
Other(6) | ||||||||||||||||||||
| Total current - NW Natural | ||||||||||||||||||||
| Other (NW Holdings) | ||||||||||||||||||||
| Total current - NW Holdings | $ | $ | $ | |||||||||||||||||
| NW Natural: | ||||||||||||||||||||
| Non-current: | ||||||||||||||||||||
Unrealized loss on derivatives(1) | $ | $ | $ | |||||||||||||||||
Pension balancing(4) | ||||||||||||||||||||
| Income taxes | ||||||||||||||||||||
| Pension and other postretirement benefit liabilities | ||||||||||||||||||||
Environmental costs(2) | ||||||||||||||||||||
| Gas costs | ||||||||||||||||||||
Decoupling(3) | ||||||||||||||||||||
| Washington Climate Commitment Act compliance | ||||||||||||||||||||
| COVID-19 deferrals and expenses, net | ||||||||||||||||||||
| Security and systems improvements | ||||||||||||||||||||
Industrial demand side management(5) | ||||||||||||||||||||
Other(6) | ||||||||||||||||||||
| Total non-current - NW Natural | ||||||||||||||||||||
| Other (NW Holdings) | ||||||||||||||||||||
| Total non-current - NW Holdings | $ | $ | $ | |||||||||||||||||
(1)Unrealized gains or losses on derivatives are non-cash items and therefore do not earn a rate of return or a carrying charge. These amounts are recoverable through NWN Gas Utility rates as part of the annual Purchased Gas Adjustment (PGA) mechanism when realized at settlement.
(2)Refer to the Environmental Cost Deferral and Recovery table in Note 17 for a description of environmental costs.
(3)This deferral represents the margin adjustment resulting from differences between actual and expected volumes.
(4)Balance represents deferred net periodic benefit costs as approved by the OPUC.
(5)Energy efficiency program for industrial sales customers in Oregon to provide assistance with reducing their gas usage.
16
| Regulatory Liabilities | ||||||||||||||||||||
| September 30, | December 31, | |||||||||||||||||||
| In thousands | 2025 | 2024 | 2024 | |||||||||||||||||
| NW Natural: | ||||||||||||||||||||
| Current: | ||||||||||||||||||||
| Gas costs | $ | $ | $ | |||||||||||||||||
Unrealized gain on derivatives(1) | ||||||||||||||||||||
Decoupling(2) | ||||||||||||||||||||
| Income taxes | ||||||||||||||||||||
| Asset optimization revenue sharing | ||||||||||||||||||||
| Washington Climate Commitment Act compliance | ||||||||||||||||||||
Other(3) | ||||||||||||||||||||
| Total current - NW Natural | ||||||||||||||||||||
| Other (NW Holdings) | ||||||||||||||||||||
| Total current - NW Holdings | $ | $ | $ | |||||||||||||||||
| NW Natural: | ||||||||||||||||||||
| Non-current: | ||||||||||||||||||||
| Gas costs | $ | $ | $ | |||||||||||||||||
Unrealized gain on derivatives(1) | ||||||||||||||||||||
Decoupling(2) | ||||||||||||||||||||
Income taxes(4) | ||||||||||||||||||||
Accrued asset removal costs(5) | ||||||||||||||||||||
| Asset optimization revenue sharing | ||||||||||||||||||||
Other(3) | ||||||||||||||||||||
| Total non-current - NW Natural | ||||||||||||||||||||
| Other (NW Holdings) | ||||||||||||||||||||
| Total non-current - NW Holdings | $ | $ | $ | |||||||||||||||||
(1)Unrealized gains or losses on derivatives are non-cash items and therefore do not earn a rate of return or a carrying charge. These amounts are recoverable through NWN Gas Utility rates as part of the annual Purchased Gas Adjustment (PGA) mechanism when realized at settlement.
(2)This deferral represents the margin adjustment resulting from differences between actual and expected volumes.
(3)Balances consist of deferrals and amortizations under approved regulatory mechanisms and typically earn a rate of return or carrying charge.
(4)Balance represents excess deferred income tax benefits subject to regulatory flow-through. See Note 11.
We believe all costs incurred and deferred at September 30, 2025 are prudent. All regulatory assets are reviewed annually for recoverability, or more often if circumstances warrant. If we should determine that all or a portion of these regulatory assets no longer meet the criteria for continued application of regulatory accounting, then NW Holdings and NW Natural would be required to write-off the net unrecoverable balances in the period such determination is made.
Supplemental Cash Flow Information
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand plus highly liquid investment accounts with original maturity dates of three months or less. These investments are readily convertible to cash with fair value approximating cost. As of September 30, 2025, there were no 6.5 million at NW Holdings and $4.6 million at NW Natural. These investments are measured using net asset value per share.
Restricted Cash
Restricted cash is primarily comprised of funds from public purpose charges for programs that assist low-income customers with bill payments or energy efficiency. These balances are included in other current assets in the NW Holdings and NW Natural balance sheets.
17
The following table provides a reconciliation of the cash, cash equivalents and restricted cash balances at NW Holdings as of September 30, 2025 and 2024 and December 31, 2024:
| September 30, | December 31, | |||||||||||||||||||
| In thousands | 2025 | 2024 | 2024 | |||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||||||||||
| Restricted cash included in other current assets | ||||||||||||||||||||
| Cash, cash equivalents and restricted cash | $ | $ | $ | |||||||||||||||||
The following table provides a reconciliation of the cash, cash equivalents and restricted cash balances at NW Natural as of September 30, 2025 and 2024 and December 31, 2024:
| September 30, | December 31, | |||||||||||||||||||
| In thousands | 2025 | 2024 | 2024 | |||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||||||||||
| Restricted cash included in other current assets | ||||||||||||||||||||
| Cash, cash equivalents and restricted cash | $ | $ | $ | |||||||||||||||||
Accounts Receivable and Allowance for Uncollectible Accounts
NW Holdings receivable balances primarily consist of trade receivables for the sale of natural gas and natural gas transportation services from NW Natural and SiEnergy and water sales and wastewater services from NWN Water. These businesses establish an allowance for uncollectible accounts for trade receivables (allowance), including accrued unbilled revenue, based on the age of receivable balances, collection experience of past due balances and payment plans, and historical trends of write-offs. Differences between the estimated allowance and actual write-offs will occur based on a number of factors, including changes in economic conditions, customer creditworthiness, and natural gas prices. The allowance is adjusted quarterly, as necessary, based on information currently available.
NW Natural's allowance for residential and commercial trade receivables utilizes a method of assessing historical write-off trends and current information on delinquent accounts. For industrial accounts, we continue to assess the provision on an account-by-account basis with specific reserves taken as necessary. NW Natural will continue to closely monitor and evaluate our accounts receivable and the provision for uncollectible accounts.
NWN Water and SiEnergy follow methodologies that also review for historical write-off trends, the aging of the receivable balances, and collection experience. These businesses also monitor for impacts of economic conditions including the price of natural gas or water as appropriate, the economy and the impact on customers ability to pay.
The following table presents the activity related to the NW Holdings provision for uncollectible accounts by pool:
| As of | As of | ||||||||||||||||||||||
| December 31, 2024 | Nine Months Ended September 30, 2025 | September 30, 2025 | |||||||||||||||||||||
| In thousands | Beginning Balance | Provision recorded, net of adjustments | Write-offs recognized, net of recoveries | Ending Balance | |||||||||||||||||||
| Allowance for uncollectible accounts: | |||||||||||||||||||||||
| Residential | $ | $ | $ | ( | $ | ||||||||||||||||||
| Commercial | ( | ||||||||||||||||||||||
| Industrial | ( | ||||||||||||||||||||||
| Accrued unbilled and other | ( | ||||||||||||||||||||||
| Total NW Natural | ( | ||||||||||||||||||||||
| Other - NW Holdings | ( | ||||||||||||||||||||||
| Total NW Holdings | $ | $ | $ | ( | $ | ||||||||||||||||||
Allowance for Net Investments in Sales-Type Leases
NW Natural currently holds two net investments in sales-type leases, with substantially all of the net investment balance related to the North Mist natural gas storage agreement with Portland General Electric (PGE) which is billed under an OPUC-approved rate schedule. See Note 7 for more information on the North Mist lease. There is no allowance for uncollectible accounts recorded for sales-type lease receivables. NW Natural will continue monitoring the credit health of the lessees and the overall economic environment, including the economic factors closely tied to the financial health of our current and future lessees.
18
Greenhouse Gas Allowances
WASHINGTON. NW Natural is subject to greenhouse gas (GHG) emission reduction requirements under the Washington Climate Commitment Act (CCA) regulations. Under Washington's CCA, emission reduction compliance mechanisms include: 1) allowances distributed at no cost by the state, 2) purchasing allowances at state-run auctions or secondary markets, 3) purchasing carbon offsets, and 4) supplying alternative gaseous fuels, such as renewable natural gas and hydrogen.
NW Natural accounts for all purchased Washington allowances as inventory at the lower of cost or market. Any compliance instruments or allowances that are acquired through government allocations at no cost will be accounted for as inventory at no cost. As of September 30, 2025 and 2024, NW Natural had $54.5 million and $41.3 million of emissions allowances for compliance in Washington recorded as inventory.
The CCA allows for the sale of compliance instruments or allowances, and as a result, should NW Natural sell these it will recognize revenue when title to the instrument or allowance is transferred to a counterparty, and NW Natural will recognize expense at the time of recognition of the related sale. As of September 30, 2025, NW Natural consigned no-cost allowances to Washington auctions and has received a total of $37.3
We measure the compliance obligation, which is based on emissions, at the carrying value of inventory held plus the fair value of any additional emission allowances NW Natural would need to purchase to satisfy the obligations. Under the Washington program, NW Natural has recognized a $43.3 million and $30.9 million liability as of September 30, 2025 and 2024. A portion of the costs to comply with the Washington program are currently being recovered from utility customers through rates beginning January 1, 2024. NW Natural recognized $43.3 million and $30.9 million of deferred costs as of September 30, 2025 and 2024.
OREGON. In November 2024, the Environmental Quality Commission adopted the Climate Protection Program (CPP). The CPP sets enforceable and declining limits, or caps, on GHG emissions from fossil fuels used throughout Oregon. The first compliance period started January 1, 2025 and covers emissions through the end of 2027.
CLOUD COMPUTING ARRANGEMENTS. For GAAP accounting purposes, implementation costs associated with cloud computing arrangements are capitalized consistent with costs capitalized for internal-use software. Capitalized implementation costs are included in other assets in the consolidated balance sheets. The implementation costs are amortized over the term of the related hosting agreement, including renewal periods that are reasonably certain to be exercised. Amortization expense of implementation costs are recorded as operations and maintenance expenses in the consolidated statements of comprehensive income. The implementation costs are included within operating activities in the consolidated statements of cash flows.
For regulatory accounting purposes, cloud-based software is reflected in rate base as property, plant and equipment and amortized over the expected useful life through depreciation expense. NW Natural is allowed recovery of and a return on cloud computing arrangements like other property, plant and equipment in rate base. The amount of cloud-based software capital expenditures for the first nine months of 2025 and 2024 was $7.0 million and $13.1 million, respectively. The amount of cloud computing amortization for the first nine months of 2025 and 2024 was $9.6 million and $7.6 million, respectively.
OTHER CURRENT ASSETS
Other current assets consist of various items that are expected to be realized within the next twelve months and are not classified elsewhere on the balance sheet. Other current assets are comprised primarily of prepaid assets, restricted cash and gas reserves. As of September 30, 2025, NW Holdings and NW Natural had $26.1 million and $13.7 million of prepaid assets, respectively, and $2.6 million of gas reserves. As of September 30, 2024. NW Holdings and NW Natural had $26.8 million and $13.3 million of prepaid assets, respectively, and $2.7 million of gas reserves. See the Restricted Cash section above for restricted cash balances.
New Accounting Standards
NW Holdings and NW Natural consider the applicability and impact of all accounting standards updates (ASUs) issued by the Financial Accounting Standards Board (FASB). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on consolidated financial position or results of operations.
Recently Issued Accounting Pronouncements
JOINT VENTURE FORMATIONS. In August 2023, the FASB issued ASU 2023-05, which requires a joint venture to initially measure all contributions received upon its formation at fair value. We adopted the standard in January 2025. The adoption of this standard did not have an impact on our results of operations, liquidity or capital resources.
IMPROVEMENTS TO INCOME TAX DISCLOSURES. In December 2023, the FASB issued ASU 2023-09, which requires additional disclosures about income taxes. The disclosures are required beginning with our annual report for the year ending December 31, 2025. The adoption of this standard is not anticipated to have an impact on our results of operations, liquidity or capital resources.
19
DISAGGREGATION OF EXPENSE DISCLOSURES. In November 2024, the FASB issued ASU 2024-03, which requires additional disclosures of disaggregated income statement expenses. The disclosures are required beginning with our annual report for the year ending December 31, 2027. The FASB issued ASU 2025-01 on January 6, 2025, to amend the effective date language of ASU 2024-03 clarifying that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. ASU 2025-01 did not impact the effective date of ASU 2024-03 for NW Holdings and NW Natural. The adoption of this standard is not anticipated to have an impact on our results of operations, liquidity, or capital resources.
FINANCIAL INSTRUMENTS-CREDIT LOSSES. In July 2025, the FASB issued ASU 2025-05, which simplifies how entities estimate credit losses on current accounts receivable and current contract assets arising from revenue transactions under ASC 606. It introduces a practical expedient that allows all entities to assume that economic conditions at the balance sheet date remain unchanged for the life of the asset, eliminating the need for forward-looking forecasts. This ASU is applicable only to current receivables and contract assets (typically due within one year) and is effective for fiscal years beginning after December 15, 2025. The adoption of this standard is not anticipated to have a material impact on our results of operations, liquidity or capital resources.
IMPROVEMENTS TO INTANGIBLE ASSET ACCOUNTING AND DISCLOSURES. 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 adoption of this standard is not anticipated to have a material impact on our results of operations, liquidity or capital resources.
Recent Securities and Exchange Commission (SEC) Final Rules
CLIMATE CHANGE. In March 2024, the SEC issued a final rule under SEC Release Nos. 33-11275 and 34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which requires registrants to provide climate disclosures in their annual reports. Under the final rule, disclosures are required beginning with our annual report for the year ending December 31, 2025. In April 2024, the SEC voluntarily stayed implementation of the climate rule pending completion of judicial review of challenges to the rules consolidated in the Eighth Circuit Court of Appeals. On March 27, 2025, the SEC announced that it had voted to end its defense of the final rule. On April 25, 2025, the Eighth Circuit suspended the litigation challenging the final rule. On July 23, 2025, the SEC issued a status report stating that the SEC does not intend to review or reconsider the climate rule at this time. On September 12, 2025, the U.S. Court of Appeals issued an order to hold the petitions challenging the climate disclosure rules in abeyance pending further action by the SEC.
3. EARNINGS PER SHARE
Basic earnings or loss per share are computed using NW Holdings' net income or loss and the weighted average number of common shares outstanding for each period presented. Diluted earnings per share are computed in the same manner, except using the weighted average number of common shares outstanding plus the effects of the assumed exercise of stock options and the payment of estimated stock awards from other stock-based compensation plans that are outstanding at the end of each period presented. Anti-dilutive stock awards are excluded from the calculation of diluted earnings or loss per common share.
NW Holdings' diluted earnings or loss per share are calculated as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| In thousands, except per share data | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||
| Average common shares outstanding - basic | ||||||||||||||||||||||||||
Additional shares for stock-based compensation plans (See Note 8) | ||||||||||||||||||||||||||
| Average common shares outstanding - diluted | ||||||||||||||||||||||||||
| Earnings (loss) per share of common stock: | ||||||||||||||||||||||||||
| Basic | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||
| Diluted | ( | ( | ||||||||||||||||||||||||
| Additional information: | ||||||||||||||||||||||||||
| Anti-dilutive shares | ||||||||||||||||||||||||||
4. SEGMENT INFORMATION
Prior to the first quarter of 2025, NW Holdings and NW Natural primarily operated in one
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During the first quarter of 2025, we evaluated the reportable business segments of NW Holdings and concluded that SiEnergy and NWN Water were also reportable business segments. In addition, the NGD segment was renamed to NWN Gas Utility. NW Holdings and NW Natural also have investments and business activities not specifically related to the NWN Gas Utility, SiEnergy, and NWN Water segments, which are aggregated and reported as NW Holdings Other. NW Holdings and NW Natural historical segment reporting has been recast to reflect their current organizational structure.
NW Holdings primarily operates in three reportable business segments, which are NWN Gas Utility, SiEnergy, and NWN Water. NW Natural primarily operates in one reportable business segment, which is NWN Gas Utility. NW Holdings and NW Natural also have investments and business activities not specifically related to the reportable business segments, which are aggregated and reported as other and described below for each entity.
NWN Gas Utility
NW Natural's local gas distribution segment is a regulated utility servicing customers in Oregon and southwest Washington. In addition to NW Natural's local gas distribution business, the NWN Gas Utility segment also includes the portion of the Mist underground storage facility used to serve its customers, the North Mist gas storage expansion in Oregon, NWN Gas Reserves, which is a wholly-owned subsidiary of Energy Corp, and NW Natural RNG Holding Company, LLC, a holding company established to invest in the development and procurement of regulated renewable natural gas for NW Natural. NWN Gas Utility segment does not include Interstate Storage Services and third-party asset management services, and appliance retail center operations which are reported in NW Natural Gas Other and included in NW Holdings Other.
SiEnergy Gas Utility
SiEnergy Operating, LLC (SiEnergy Gas Utility or SiEnergy), which was acquired January 7, 2025, owns SiEnergy Gas, LLC, which is a regulated natural gas distribution utility, and serves residential and commercial customers in the greater metropolitan areas of Houston, Dallas, and Austin, Texas. SiEnergy also serves several transmission customers in Dallas and Austin, Texas.
NWN Water Utility
NWN Water Utility is a regulated water and wastewater utility serving residential and commercial customers in Oregon, Washington, Idaho, Texas, and Arizona. NWN Water also includes non-regulated wastewater utilities and water services businesses in Oregon, Washington and Idaho, and an equity method investment in Avion Water Company, Inc. (a regulated entity). In addition, NWN Water provides water services to communities throughout the Pacific Northwest and California.
NW Holdings Other
NW Holdings' activities in Other includes activities of NW Natural Renewables Holdings, LLC (NWN Renewables), which is engaged in non-regulated renewable natural gas activities; NNG Financial and its pipeline assets; and NWN Energy including its wholly owned subsidiary NW Natural Gas Storage, LLC (NWN Gas Storage), which was formerly involved in a gas storage business. Other also includes corporate revenues and expenses that cannot be allocated to other operations, including certain business development activities. NW Holdings Other also includes NW Natural Gas Other activities which includes activities in Interstate Storage Services and third-party asset management services, appliance retail center operations, and corporate operating and non-operating revenues and expenses that cannot be allocated to NWN Gas Utility operations.
Segment Information Summary
Inter-segment transactions were immaterial for the periods presented. Total assets by segment is not regularly provided to the Chief Operating Decision Maker (CODM) and is therefore omitted. The following table presents summary financial information concerning the reportable segments and other:
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| Three Months Ended September 30, | |||||||||||||||||||||||||||||
| In thousands | NWN Gas Utility | SiEnergy Gas Utility (1) | NWN Water Utility | NW Holdings Other | NW Holdings | ||||||||||||||||||||||||
| 2025 | |||||||||||||||||||||||||||||
| Operating revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Depreciation | |||||||||||||||||||||||||||||
Income (loss) from operations(2) | ( | ( | |||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||
| Income tax expense (benefit) | ( | ( | ( | ||||||||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||
| Operating revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Depreciation | |||||||||||||||||||||||||||||
Income (loss) from operations(2) | ( | ( | |||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||
| Income tax expense (benefit) | ( | ( | |||||||||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||||||||
(1) Prior year comparatives are not provided for SiEnergy as it was acquired by NW Holdings January 7, 2025.
(2) Income (loss) from operations is not a financial measure used by the CODM for NWN Gas Utility or SiEnergy Gas Utility, but is included in the table above to enable the reconciliation of NWN Gas Utility and SiEnergy Gas Utility margin to consolidated income before taxes in accordance with ASU 2023-07.
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||
| In thousands | NWN Gas Utility | SiEnergy Gas Utility(1) | NWN Water Utility | NW Holdings Other | NW Holdings | ||||||||||||||||||||||||
| 2025 | |||||||||||||||||||||||||||||
| Operating revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Depreciation | |||||||||||||||||||||||||||||
Income from operations(2) | |||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||
| Income tax expense (benefit) | ( | ||||||||||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||
| Operating revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Depreciation | |||||||||||||||||||||||||||||
Income from operations(2) | |||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||
| Income tax expense (benefit) | ( | ||||||||||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||||||||
(1) Prior year comparatives are not provided for SiEnergy as it was acquired by NW Holdings January 7, 2025.
(2) Income from operations is not a financial measure used by the CODM for NWN Gas Utility or SiEnergy Gas Utility, but is included in the table above to enable the reconciliation of NWN Gas Utility and SiEnergy Gas Utility margin to consolidated income before taxes in accordance with ASU 2023-07.
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| Three Months Ended September 30, | |||||||||||||||||
| In thousands | NWN Gas Utility | NW Natural Gas Other | NW Natural | ||||||||||||||
| 2025 | |||||||||||||||||
| Operating revenues | $ | $ | $ | ||||||||||||||
| Depreciation | |||||||||||||||||
Income (loss) from operations(1) | ( | ( | |||||||||||||||
| Interest expense, net | |||||||||||||||||
| Income tax expense (benefit) | ( | ( | |||||||||||||||
| Capital expenditures | |||||||||||||||||
| 2024 | |||||||||||||||||
| Operating revenues | $ | $ | $ | ||||||||||||||
| Depreciation | |||||||||||||||||
Income (loss) from operations(1) | ( | ( | |||||||||||||||
| Interest expense, net | |||||||||||||||||
| Income tax expense (benefit) | ( | ( | |||||||||||||||
| Capital expenditures | |||||||||||||||||
(1) Income (loss) from operations is not a financial measure used by the CODM for NWN Gas Utility, but is included in the table above to enable the reconciliation of NWN Gas Utility margin to consolidated income before taxes in accordance with ASU 2023-07.
| Nine Months Ended September 30, | |||||||||||||||||
| In thousands | NWN Gas Utility | NW Natural Gas Other | NW Natural | ||||||||||||||
| 2025 | |||||||||||||||||
| Operating revenues | $ | $ | $ | ||||||||||||||
| Depreciation | |||||||||||||||||
Income from operations(1) | |||||||||||||||||
| Interest expense, net | |||||||||||||||||
| Income tax expense | |||||||||||||||||
| Capital expenditures | |||||||||||||||||
| 2024 | |||||||||||||||||
| Operating revenues | $ | $ | $ | ||||||||||||||
| Depreciation | |||||||||||||||||
Income from operations(1) | |||||||||||||||||
| Interest expense, net | |||||||||||||||||
| Income tax expense | |||||||||||||||||
| Capital expenditures | |||||||||||||||||
(1) Income from operations is not a financial measure used by the CODM for NWN Gas Utility, but is included in the table above to enable the reconciliation of NWN Gas Utility margin to consolidated income before taxes in accordance with ASU 2023-07.
NW Holdings and NW Natural's CODM is the chief executive officer. The CODM uses NWN Gas Utility margin, SiEnergy margin and NWN Water income from operations to allocate resources, predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a monthly basis when making decisions about allocating capital and personnel. The CODM also uses NWN Gas Utility margin, SiEnergy margin and NWN Water income from operations to assess the performance of NWN Gas Utility, SiEnergy and NWN Water, respectively.
NWN Gas Utility Margin
NWN Gas Utility margin is the primary financial measure used by the CODM, consisting of NWN Gas Utility operating revenues, reduced by the associated cost of gas, environmental remediation expense, and revenue taxes. The cost of gas purchased for NWN Gas Utility customers is generally a pass-through cost in the amount of revenues billed to regulated NWN Gas Utility customers. Environmental remediation expense represents collections received from customers through environmental recovery mechanisms in Oregon and Washington as well as adjustments for the Oregon environmental earnings test when applicable. This is offset by environmental remediation expense presented in operating expenses. Revenue taxes are collected from customers and remitted to taxing authorities. The collections from customers are offset by the expense recognition of the obligation to the taxing authority. By subtracting cost of gas, environmental remediation expense, and revenue taxes from NWN Gas Utility operating revenues, NWN Gas Utility margin provides a key metric used by the CODM in assessing the performance of the NWN Gas Utility segment.
23
The following table presents additional segment information concerning NWN Gas Utility margin:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| In thousands | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| NWN Gas Utility margin calculation: | ||||||||||||||||||||||||||
| Distribution revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Other regulated services | ||||||||||||||||||||||||||
| Total operating revenues | ||||||||||||||||||||||||||
| Less: Cost of gas | ||||||||||||||||||||||||||
| Environmental remediation | ||||||||||||||||||||||||||
| Revenue taxes | ||||||||||||||||||||||||||
| NWN Gas Utility margin | ||||||||||||||||||||||||||
| Operations and maintenance | ||||||||||||||||||||||||||
| General taxes | ||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||
| NWN Gas Utility income (loss) from operations | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||
SiEnergy Gas Utility Margin
SiEnergy Gas Utility margin is the primary financial measure used by the CODM, consisting of SiEnergy operating revenues, reduced by the associated cost of gas and revenue taxes. The cost of gas purchased for SiEnergy customers is generally a pass-through cost in the amount of revenues billed to regulated SiEnergy customers. Revenue taxes are collected from customers and remitted to taxing authorities. The collections from customers are offset by the expense recognition of the obligation to the taxing authority. By subtracting cost of gas and revenue taxes from SiEnergy operating revenues, SiEnergy margin provides a key metric used by the CODM in assessing the performance of the segment.
The following table presents additional segment information concerning SiEnergy margin:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||
| In thousands | 2025 | 2025 | |||||||||
SiEnergy Gas Utility (1) margin calculation: | |||||||||||
| Distribution revenues | $ | $ | |||||||||
| Total operating revenues | |||||||||||
| Less: Cost of gas | |||||||||||
| Revenue taxes | |||||||||||
| SiEnergy Gas Utility margin | |||||||||||
| Operations and maintenance | |||||||||||
| General taxes | |||||||||||
| Depreciation | |||||||||||
| SiEnergy Gas Utility income from operations | $ | $ | |||||||||
(1) Prior year comparative disaggregated revenues are not provided for SiEnergy as it was acquired by NW Holdings January 7, 2025.
Significant Segment Expenses
Public entities are required to disclose significant segment expenses for each reportable segment if they are regularly provided to the CODM and included in the reported measure of segment profit/loss. This requirement does not necessitate additional disclosure for the NWN Gas Utility and SiEnergy segments, as all expense categories are presented above in the NWN Gas Utility margin table and SiEnergy margin table, respectively. Significant segment expenses for NWN Water are presented below.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| In thousands | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Operating revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Operations and maintenance | ||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||
Other operating expenses(1) | ||||||||||||||||||||||||||
| Income from operations | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Other operating expenses include general and revenue taxes and other expenses.
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5. COMMON STOCK
In August 2021, NW Holdings initiated an at-the-market (ATM) equity program by entering into an equity distribution agreement under which NW Holdings issued and sold from time to time shares of common stock, no par value, having an aggregate gross sales price of up to $200 million. In August 2024, the Finance Committee of the NW Holdings' Board of Directors authorized NW Holdings' sale of an additional $200 million in the aggregate gross sales price under the ATM equity program, with the result that a total of $400 million in the aggregate gross sales price has been authorized for issuance and sale under the ATM equity program. NW Holdings is under no obligation to offer and sell common stock under the ATM equity program. Any shares of common stock offered under the ATM equity program are registered on NW Holdings’ universal shelf registration statement filed with the SEC, which expires in August 2027, or will be registered on a subsequent registration statement to be filed by NW Holdings.
6. REVENUE
The following tables present disaggregated revenue of NW Holdings:
| Three Months Ended September 30, | |||||||||||||||||||||||||||||
| In thousands | NWN Gas Utility | SiEnergy Gas Utility (1) | NWN Water Utility | NW Holdings Other | NW Holdings | ||||||||||||||||||||||||
| 2025 | |||||||||||||||||||||||||||||
| Natural gas sales | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Gas storage revenue, net | |||||||||||||||||||||||||||||
| Asset management revenue, net | |||||||||||||||||||||||||||||
| Water and wastewater revenue | |||||||||||||||||||||||||||||
| Appliance retail center revenue | |||||||||||||||||||||||||||||
| Renewable natural gas sales | |||||||||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||||||||
| Revenue from contracts with customers | |||||||||||||||||||||||||||||
| Alternative revenue | |||||||||||||||||||||||||||||
| Leasing revenue | |||||||||||||||||||||||||||||
| Total operating revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||
| Natural gas sales | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Gas storage revenue, net | |||||||||||||||||||||||||||||
| Asset management revenue, net | |||||||||||||||||||||||||||||
| Water and wastewater revenue | |||||||||||||||||||||||||||||
| Appliance retail center revenue | |||||||||||||||||||||||||||||
| Renewable natural gas sales | |||||||||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||||||||
| Revenue from contracts with customers | |||||||||||||||||||||||||||||
| Alternative revenue | |||||||||||||||||||||||||||||
| Leasing revenue | |||||||||||||||||||||||||||||
| Total operating revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(1) Prior year comparative disaggregated revenues are not provided for SiEnergy as it was acquired by NW Holdings January 7, 2025.
25
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||
| In thousands | NWN Gas Utility | SiEnergy Gas Utility (1) | NWN Water Utility | NW Holdings Other | NW Holdings | ||||||||||||||||||||||||
| 2025 | |||||||||||||||||||||||||||||
| Natural gas sales | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Gas storage revenue, net | |||||||||||||||||||||||||||||
| Asset management revenue, net | |||||||||||||||||||||||||||||
| Water and wastewater revenue | |||||||||||||||||||||||||||||
| Appliance retail center revenue | |||||||||||||||||||||||||||||
| Renewable natural gas sales | |||||||||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||||||||
| Revenue from contracts with customers | |||||||||||||||||||||||||||||
| Alternative revenue | |||||||||||||||||||||||||||||
| Leasing revenue | |||||||||||||||||||||||||||||
| Total operating revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||
| Natural gas sales | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Gas storage revenue, net | |||||||||||||||||||||||||||||
| Asset management revenue, net | |||||||||||||||||||||||||||||
| Water and wastewater revenue | |||||||||||||||||||||||||||||
| Appliance retail center revenue | |||||||||||||||||||||||||||||
| Renewable natural gas sales | |||||||||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||||||||
| Revenue from contracts with customers | |||||||||||||||||||||||||||||
| Alternative revenue | |||||||||||||||||||||||||||||
| Leasing revenue | |||||||||||||||||||||||||||||
| Total operating revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(1) Prior year comparative disaggregated revenues are not provided for SiEnergy as it was acquired by NW Holdings January 7, 2025.
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The following tables present disaggregated revenue of NW Natural:
| Three Months Ended September 30, | ||||||||||||||||||||
| In thousands | NWN Gas Utility | NW Natural Other | NW Natural | |||||||||||||||||
| 2025 | ||||||||||||||||||||
| Natural gas sales | $ | $ | $ | |||||||||||||||||
| Gas storage revenue, net | ||||||||||||||||||||
| Asset management revenue, net | ||||||||||||||||||||
| Appliance retail center revenue | ||||||||||||||||||||
| Other revenue | ||||||||||||||||||||
| Revenue from contracts with customers | ||||||||||||||||||||
| Alternative revenue | ||||||||||||||||||||
| Leasing revenue | ||||||||||||||||||||
| Total operating revenues | $ | $ | $ | |||||||||||||||||
| 2024 | ||||||||||||||||||||
| Natural gas sales | $ | $ | $ | |||||||||||||||||
| Gas storage revenue, net | ||||||||||||||||||||
| Asset management revenue, net | ||||||||||||||||||||
| Appliance retail center revenue | ||||||||||||||||||||
| Other revenue | ||||||||||||||||||||
| Revenue from contracts with customers | ||||||||||||||||||||
| Alternative revenue | ||||||||||||||||||||
| Leasing revenue | ||||||||||||||||||||
| Total operating revenues | $ | $ | $ | |||||||||||||||||
| Nine Months Ended September 30, | ||||||||||||||||||||
| In thousands | NWN Gas Utility | NW Natural Other | NW Natural | |||||||||||||||||
| 2025 | ||||||||||||||||||||
| Natural gas sales | $ | $ | $ | |||||||||||||||||
| Gas storage revenue, net | ||||||||||||||||||||
| Asset management revenue, net | ||||||||||||||||||||
| Appliance retail center revenue | ||||||||||||||||||||
| Other revenue | ||||||||||||||||||||
| Revenue from contracts with customers | ||||||||||||||||||||
| Alternative revenue | ||||||||||||||||||||
| Leasing revenue | ||||||||||||||||||||
| Total operating revenues | $ | $ | $ | |||||||||||||||||
| 2024 | ||||||||||||||||||||
| Natural gas sales | $ | $ | $ | |||||||||||||||||
| Gas storage revenue, net | ||||||||||||||||||||
| Asset management revenue, net | ||||||||||||||||||||
| Appliance retail center revenue | ||||||||||||||||||||
| Other revenue | ||||||||||||||||||||
| Revenue from contracts with customers | ||||||||||||||||||||
| Alternative revenue | ||||||||||||||||||||
| Leasing revenue | ||||||||||||||||||||
| Total operating revenues | $ | $ | $ | |||||||||||||||||
27
NW Natural's revenue represents substantially all of NW Holdings' revenue and is recognized when the obligation to customers is satisfied and in the amount expected to be received in exchange for transferring goods or providing services. Revenue from contracts with customers contains one performance obligation that is generally satisfied over time, using the output method based on time elapsed, due to the continuous nature of the service provided. The transaction price is determined by a set price agreed upon in the contract or dependent on regulatory tariffs. Customer accounts are settled on a monthly basis or paid at time of sale and based on historical experience. It is probable that we will collect substantially all of the consideration to which we are entitled. We evaluated the probability of collection in accordance with the current expected credit losses standard.
NW Holdings and NW Natural do not have any material contract assets, as net accounts receivable and accrued unbilled revenue balances are unconditional and only involve the passage of time until such balances are billed and collected. NW Holdings and NW Natural do not have any material contract liabilities.
Revenue taxes are included in operating revenues with an equal and offsetting expense recognized in operating expenses in the consolidated statements of comprehensive income. Revenue-based taxes are primarily franchise taxes, which are collected from utility customers and remitted to taxing authorities.
Components of Revenue
The components of NW Holdings' revenue, by reportable business segment, are explained below.
NWN Gas Utility
Natural Gas Sales
NW Natural's primary source of revenue is providing natural gas to customers in the NWN Gas Utility service territory, which includes residential, commercial, industrial and transportation customers. NWN Gas Utility revenue is generally recognized over time upon delivery of the gas commodity or service to the customer, and the amount of consideration received and recognized as revenue is dependent on the Oregon and Washington tariffs. There is no right of return or warranty for services provided. Revenues include firm and interruptible sales and transportation services, franchise taxes recovered from the customer, late payment fees, service fees, and accruals for gas delivered but not yet billed (accrued unbilled revenue). The accrued unbilled revenue balance is based on estimates of deliveries during the period from the last meter reading and management judgment is required for a number of factors used in this calculation, including customer use and weather factors.
Customer accounts are to be paid in full each month and there is no significant financing component for this source of revenue. Due to the election of the right to invoice practical expedient, we do not disclose the value of unsatisfied performance obligations.
Alternative Revenue
Weather normalization (WARM) and decoupling mechanisms are considered to be alternative revenue programs. Alternative revenue programs are considered to be contracts between NW Natural and its regulator and are excluded from revenue from contracts with customers.
Leasing Revenue
Leasing revenue primarily consists of revenues from NW Natural's North Mist Storage contract with PGE in support of PGE's gas-fired electric power generation facilities under an initial 30 -year contract with options to extend, totaling up to an additional 50 years upon mutual agreement of the parties. The facility is accounted for as a sales-type lease with regulatory accounting deferral treatment. The investment is included in rate base under an established cost-of-service tariff schedule, with revenues recognized according to the tariff schedule and profit upon commencement was deferred and will be amortized over the lease term. Leasing revenue also contains rental revenue from small leases of property owned by NW Natural to third parties. The majority of these transactions are accounted for as operating leases and the revenue is recognized over the term of the lease agreement. Lease revenue is excluded from revenue from contracts with customers. See Note 7 for additional information.
SiEnergy Gas Utility
SiEnergy Gas Utility's primary source of revenue is providing natural gas to customers in the SiEnergy service territory, which includes residential and commercial customers. SiEnergy revenue is generally recognized over time upon delivery of the gas commodity or service to the customer, and the amount of consideration received and recognized as revenue is dependent on the Texas tariff. There is no right of return or warranty for services provided.
Customer accounts are to be paid in full each month and there is no significant financing component for this source of revenue. Due to the election of the right to invoice practical expedient, we do not disclose the value of unsatisfied performance obligations.
NWN Water Utility
NWN Water Utility provides water and wastewater services to customers. Water and wastewater service revenue is generally recognized over time upon delivery of the water commodity or service to the customer, and the amount of consideration received and recognized as revenue is dependent on the tariffs established in the states we operate. There is no right of return or warranty for services provided.
28
Customer accounts are to be paid in full each month, bi-monthly, or quarterly and as such, there is no significant financing component for this source of revenue. Due to the election of the right to invoice practical expedient, we do not disclose the value of unsatisfied performance obligations.
NW Holdings Other
Renewable Natural Gas Sales
NWN Renewables is an unregulated subsidiary of NW Holdings established to pursue investments in renewable natural gas (RNG) activities. NWN Renewables' primary source of revenue is from the sale of RNG under long-term contracts. RNG revenue is generally recognized over time upon delivery of the gas commodity to the customer at the designated delivery point and the amount of consideration received and recognized as revenue is dependent on a variable pricing model defined per the contract. Customer accounts are to be paid in full each month and as such, there is no significant financing component for this source of revenue. Due to the election of the right to invoice practical expedient, we do not disclose the value of unsatisfied performance obligations.
NW Natural Gas Storage Revenue
NW Natural's other revenue includes gas storage activity, which includes Interstate Storage Services used to store natural gas for customers. Gas storage revenue is generally recognized over time as the gas storage service is provided to the customer and the amount of consideration received and recognized as revenue is dependent on set rates defined per the storage agreements. Noncash consideration in the form of dekatherms of natural gas is received as consideration for providing gas injection services to gas storage customers. This noncash consideration is measured at fair value using the average spot rate. Customer accounts are generally paid in full each month, and there is no right of return or warranty for services provided. Revenues include firm and interruptible storage services, net of the profit sharing amount refunded to NWN Gas Utility customers.
NW Natural Asset Management Revenue
Revenues include the optimization of storage assets and pipeline capacity by a third-party and are provided net of the profit sharing amount refunded to NWN Gas Utility customers. Certain asset management revenues received are recognized over time using a straight-line approach over the term of each contract, and the amount of consideration received and recognized as revenue is dependent on a variable pricing model. Variable revenues earned above guaranteed amounts are estimated and recognized at the end of each period using the most likely amount approach. Additionally, other asset management revenues may be based on a fixed rate. Generally, asset management accounts are settled on a monthly basis.
As of September 30, 2025, unrecognized revenue for the fixed component of the transaction price related to gas storage and asset management revenue was approximately $120.1 million. Of this amount, approximately $6.8 million will be recognized during the remainder of 2025, $25.7 million in 2026, $20.0 million in 2027, $16.8 million in 2028, $16.8 million in 2029 and $34.0 million thereafter. The amounts presented here are calculated using current contracted rates.
NW Natural Appliance Retail Center Revenue
NW Natural owns and operates an appliance store that is open to the public, where customers can purchase natural gas home appliances. Revenue from the sale of appliances is recognized at the point in time in which the appliance is transferred to the third party responsible for delivery and installation services and when the customer has legal title to the appliance. It is required that the sale be paid for in full prior to transfer of legal title. The amount of consideration received and recognized as revenue varies with changes in marketing incentives and discounts offered to customers.
The components of NW Natural's revenue are described above in NWN Gas Utility and NW Holdings Other.
7. LEASES
Lease Revenue
Leasing revenue primarily consists of NW Natural's North Mist natural gas storage agreement with PGE, which is billed under an OPUC-approved rate schedule and includes an initial 30 -year term beginning May 2019 with options to extend, totaling up to an additional 50 years upon mutual agreement of the parties. Under U.S. GAAP, this agreement is classified as a sales-type lease and qualifies for regulatory accounting deferral treatment. The investment in the storage facility is included in rate base under a separately established cost-of-service tariff, with revenues recognized according to the tariff schedule. As such, the selling profit that was calculated upon commencement as part of the sale-type lease recognition was deferred and will be amortized over the lease term. Billing rates under the cost-of-service tariff will be updated annually to reflect current information including depreciable asset levels, forecasted operating expenses, and the results of regulatory proceedings, as applicable, and revenue received under this agreement is recognized as operating revenue on the consolidated statements of comprehensive income. There are no None
NW Natural also maintains a sales-type lease for specialized compressor facilities to provide high pressure compressed natural gas (CNG) services. Lease payments are outlined in an OPUC-approved rate schedule over a 10-year term. There are no variable payments or residual value guarantees. The selling profit computed upon lease commencement was not significant.
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Our lessor portfolio also contains small leases of property owned by NW Holdings and NW Natural to third parties. These transactions are accounted for as operating leases and the revenue is recognized over the term of the lease agreement.
The components of lease revenue at NW Holdings and NW Natural were as follows:
| In thousands | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| NW Natural: | ||||||||||||||||||||||||||
| Lease revenue | ||||||||||||||||||||||||||
| Operating leases | $ | $ | $ | $ | ||||||||||||||||||||||
| Sales-type leases | ||||||||||||||||||||||||||
| Total lease revenue | $ | $ | $ | $ | ||||||||||||||||||||||
Lease revenue related to operating leases associated with NW Holdings non-utility property rentals was $0.2 0.5
Total future minimum lease payments to be received under non-cancelable leases at September 30, 2025 are as follows:
| In thousands | Operating | Sales-Type | Total | |||||||||||||||||
| NW Holdings: | ||||||||||||||||||||
| Remainder of 2025 | $ | $ | $ | |||||||||||||||||
| 2026 | ||||||||||||||||||||
| 2027 | ||||||||||||||||||||
| 2028 | ||||||||||||||||||||
| 2029 | ||||||||||||||||||||
| Thereafter | ||||||||||||||||||||
| Total minimum lease payments | $ | $ | ||||||||||||||||||
| Less: imputed interest | ||||||||||||||||||||
| Total leases receivable | $ | |||||||||||||||||||
| NW Natural: | ||||||||||||||||||||
| Remainder of 2025 | $ | $ | $ | |||||||||||||||||
| 2026 | ||||||||||||||||||||
| 2027 | ||||||||||||||||||||
| 2028 | ||||||||||||||||||||
| 2029 | ||||||||||||||||||||
| Thereafter | ||||||||||||||||||||
| Total minimum lease payments | $ | $ | ||||||||||||||||||
| Less: imputed interest | ||||||||||||||||||||
| Total leases receivable | $ | |||||||||||||||||||
The total leases receivable above is reported under the NWN Gas Utility segment and the short- and long-term portions are included within other current assets and assets under sales-type leases on the consolidated balance sheets, respectively. The total amount of unguaranteed residual assets was $6.4 million, $5.9 million and $6.0 million at September 30, 2025 and 2024 and December 31, 2024, respectively, and is included in assets under sales-type leases on the consolidated balance sheets. Additionally, under regulatory accounting, the revenues and expenses associated with these agreements are presented on the consolidated statements of comprehensive income such that their presentation aligns with similar regulated activities at NW Natural.
Lease Expense
Operating Leases
We have operating leases for land, buildings and equipment. Our primary lease is for NW Natural's headquarters and operations center. Our leases have remaining lease terms of 1 month to 15 years. Many of our lease agreements include options to extend the lease, which we do not include in our minimum lease terms unless they are reasonably certain to be exercised. Short-term
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leases with a term of 12 months or less are not recorded on the balance sheet. As most of our leases do not provide an implicit rate and are entered into by NW Natural, we use an estimated discount rate representing the rate we would have incurred to finance the funds necessary to purchase the leased asset and is based on information available at the lease commencement date in determining the present value of lease payments.
NW Holdings assumed operating leases in connection with the SiEnergy acquisition. The leases primarily relate to office space, warehouse facilities, and land use agreements supporting the operations of SiEnergy. The assumed leases resulted in an increase of $2.3 million to both the operating lease right of use asset and operating lease liabilities recognized by NW Holdings. No finance type leases were assumed as part of the acquisition. The assumed lease balances are reflected in the disclosures and financial statements of NW Holdings as of September 30, 2025. Refer to Note 14 for additional information.
The components of lease expense, a portion of which is capitalized, were as follows:
| In thousands | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| NW Holdings: | ||||||||||||||||||||||||||
| Operating lease expense | $ | $ | $ | $ | ||||||||||||||||||||||
| Short-term lease expense (benefit) | ( | |||||||||||||||||||||||||
| NW Natural: | ||||||||||||||||||||||||||
| Operating lease expense | $ | $ | $ | $ | ||||||||||||||||||||||
| Short-term lease expense (benefit) | ( | |||||||||||||||||||||||||
Supplemental balance sheet information related to operating leases as of September 30, 2025 and 2024 and December 31, 2024 is as follows:
| In thousands | September 30, | December 31, | ||||||||||||||||||
| 2025 | 2024 | 2024 | ||||||||||||||||||
| NW Holdings: | ||||||||||||||||||||
| Operating lease right of use asset | $ | $ | $ | |||||||||||||||||
| Operating lease liabilities - current liabilities | $ | $ | $ | |||||||||||||||||
| Operating lease liabilities - non-current liabilities | ||||||||||||||||||||
| Total operating lease liabilities | $ | $ | $ | |||||||||||||||||
| NW Natural: | ||||||||||||||||||||
| Operating lease right of use asset | $ | $ | $ | |||||||||||||||||
| Operating lease liabilities - current liabilities | $ | $ | $ | |||||||||||||||||
| Operating lease liabilities - non-current liabilities | ||||||||||||||||||||
| Total operating lease liabilities | $ | $ | $ | |||||||||||||||||
The weighted-average remaining lease terms and weighted-average discount rates for the operating leases at NW Natural were as follows:
| In thousands | September 30, | December 31, | ||||||||||||||||||
| 2025 | 2024 | 2024 | ||||||||||||||||||
| Weighted-average remaining lease term (years) | ||||||||||||||||||||
| Weighted-average discount rate | % | % | % | |||||||||||||||||
As of September 30, 2025, SiEnergy had seven operating leases with a weighted-average remaining lease term of 4.4 years and a weighted-average discount rate of 6.1 % as of September 30, 2025.
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Headquarters and Operations Center Lease
NW Natural commenced a 20 -year operating lease agreement in March 2020 for a new headquarters and operations center in Portland, Oregon. There is an option to extend the term of the lease for two additional periods of seven years 9.6 million, $8.7 million and $9.0 million as of September 30, 2025 and 2024 and December 31, 2024, respectively.
Maturities of operating lease liabilities at September 30, 2025 were as follows:
| In thousands | NW Natural | NW Holdings | ||||||||||||
| Remainder of 2025 | $ | $ | ||||||||||||
| 2026 | ||||||||||||||
| 2027 | ||||||||||||||
| 2028 | ||||||||||||||
| 2029 | ||||||||||||||
| Thereafter | ||||||||||||||
| Total lease payments | ||||||||||||||
| Less: imputed interest | ||||||||||||||
| Total lease obligations | ||||||||||||||
| Less: current obligations | ||||||||||||||
| Long-term lease obligations | $ | $ | ||||||||||||
Supplemental cash flow information related to leases was as follows:
| In thousands | Nine Months Ended September 30, | |||||||||||||
| 2025 | 2024 | |||||||||||||
| NW Holdings: | ||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||||||||
| Operating cash flows from operating leases | $ | $ | ||||||||||||
| Finance cash flows from finance leases | ||||||||||||||
| Right of use assets obtained in exchange for lease obligations | ||||||||||||||
Operating leases(1) | $ | $ | ||||||||||||
| Finance leases | ||||||||||||||
| NW Natural: | ||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||||||||
| Operating cash flows from operating leases | $ | $ | ||||||||||||
| Finance cash flows from finance leases | ||||||||||||||
| Right of use assets obtained in exchange for lease obligations | ||||||||||||||
| Operating leases | $ | $ | ||||||||||||
| Finance leases | ||||||||||||||
(1) Includes approximately $2.3 million of non-cash operating lease right of use asset and operating lease liabilities recognized as part of the SiEnergy acquisition.
Finance Leases
NW Natural also leases building storage spaces for use as a gas meter room in order to provide natural gas to multifamily or mixed use developments. These contracts are accounted for as finance leases and typically involve a one-time upfront payment with no remaining liability. The right of use assets for finance leases were $3.3 million, $2.9 million and $3.0 million at September 30, 2025 and 2024 and at December 31, 2024, respectively.
8. STOCK-BASED COMPENSATION
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Stock-based compensation plans are designed to promote stock ownership in NW Holdings by employees, including officers. These compensation plans include a Long Term Incentive Plan (LTIP) and an Employee Stock Purchase Plan (ESPP). For additional information on stock-based compensation plans, see Note 8 in the 2024 Form 10-K and the updates provided below.
Long Term Incentive Plan
Performance Shares
LTIP performance shares incorporate a combination of market, performance, and service-based factors. During the nine months ended September 30, 2025, the final performance factor under the 2023-2025 LTIP was approved and 42,663 performance-based shares were granted under the 2023-2025 LTIP for accounting purposes. As such, NW Natural began recognizing compensation expense.
In February 2024, LTIP shares were awarded to participants; however, the agreement allows for one of the performance factors to remain variable until the first quarter of the third year of the award period. As the performance factor will not be approved until the first quarter of 2026, there is not a mutual understanding of the awards' key terms and conditions between NW Holdings and the participants as of September 30, 2025, and therefore, no expense was recognized for the 2024-2026 award. NW Holdings will calculate the grant date fair value and the applicable subsidiaries of NW Holdings will recognize expense over the remaining service period for each award once the final performance factor has been approved.
In February 2025, LTIP shares were awarded to certain participants; however, the agreement allows for one of the performance factors to remain variable until the first quarter of the third year of the award period. As the performance factor will not be approved until the first quarter of 2027, there is not a mutual understanding of the awards' key terms and conditions between NW Holdings and the participants as of September 30, 2025, and therefore, no expense was recognized for the 2025-2027 award. NW Holdings will calculate the grant date fair value and the applicable subsidiaries of NW Holdings will recognize expense over the remaining service period for each award once the final performance factor has been approved.
For the 2024-2026 and 2025-2027 LTIP awards, share payouts range from a threshold of 0 % to a maximum of 200 % based on achievement of pre-established goals. The performance criteria for the 2024-2026 and 2025-2027 performance shares consists of a three-year Return on Invested Capital (ROIC) threshold that must be satisfied and a cumulative EPS factor, which can be modified by a total shareholder return factor (TSR modifier) relative to the performance of peer group companies over the performance period of three years for each respective award. If the targets were achieved for the 2024-2026 and 2025-2027 awards, NW Holdings would grant for accounting purposes 53,453 and 74,865 shares in the first quarters of 2026 and 2027, respectively.
In February 2025, 6,135 LTIP shares were awarded to certain participants. The LTIP awards share payouts range from a threshold of 0 % to a maximum of 200 % based on achievement of pre-established goals. The performance criteria for the 2025-2027 performance shares consist of a three-year ROIC threshold that must be satisfied and a 3-year cumulative EBITDA, which can be modified by a TSR modifier relative to the performance peer group companies over the period group. During the nine months ended September 30, 2025, there was mutual understanding of all key terms of the award. As such, NW Natural Holdings began recognizing compensation expense.
As of September 30, 2025, there was $0.3 million of unrecognized compensation, which is expected to be recognized through 2027.
Restricted Stock Units
During the nine months ended September 30, 2025, 66,018 RSUs were granted under the LTIP with a weighted-average grant date fair value of $41.68 per share. Generally, the RSUs awarded are forfeitable and include a performance-based threshold as well as a vesting period of three years from the grant date. The majority of our RSU grants obligate NW Holdings, upon vesting, to issue the RSU holder one share of common stock. The grant may also include a cash payment equal to the total amount of dividends paid per share between the grant date and vesting date of that portion of the RSU depending on the structure of the award agreement. The fair value of an RSU is equal to the closing market price of NW Holdings' common stock on the grant date.
As of September 30, 2025, there was $4.2 million of unrecognized compensation cost from grants of RSUs, which is expected to be recognized over a period extending through 2028.
9. DEBT
The nature and terms of our debt instruments and credit facilities are described in detail in Note 9 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Other than as described below, there were no other material changes in the terms of our debt instruments during the nine months ended September 30, 2025.
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Short-Term Debt
At September 30, 2025, September 30, 2024 and December 31, 2024, NW Holdings' short-term debt consisted of the following:
| September 30, 2025 | September 30, 2024 | December 31, 2024 | ||||||||||||||||||||||||
| In millions | Balance Outstanding | Weighted Average Interest Rate(1) | Balance Outstanding | Weighted Average Interest Rate(1) | Balance Outstanding | Weighted Average Interest Rate(1) | ||||||||||||||||||||
Commercial Paper Borrowings - NW Holdings(2) | $ | % | $ | % | $ | % | ||||||||||||||||||||
| Commercial Paper Borrowings - NW Natural | % | % | % | |||||||||||||||||||||||
| NW Holdings Credit Agreement Loans | % | % | % | |||||||||||||||||||||||
| Total short-term debt | $ | $ | $ | |||||||||||||||||||||||
(1) Weighted average interest rate on outstanding short-term debt
(2) NW Holdings initiated a commercial paper program in March 2025.
Long-Term Debt
At September 30, 2025, September 30, 2024 and December 31, 2024, NW Holdings' long-term debt consisted of the following:
| September 30, 2025 | September 30, 2024 | December 31, 2024 | ||||||||||||||||||||||||
| In millions | Balance Outstanding | Weighted Average Interest Rate(1) | Balance Outstanding | Weighted Average Interest Rate(1) | Balance Outstanding | Weighted Average Interest Rate(2) | ||||||||||||||||||||
| NW Natural first mortgage bonds | $ | % | $ | % | $ | % | ||||||||||||||||||||
| SiEnergy secured senior notes | % | % | % | |||||||||||||||||||||||
| NWN Water term loan | % | % | % | |||||||||||||||||||||||
| Other water debt | ||||||||||||||||||||||||||
| NW Holdings unsecured senior bonds | % | % | % | |||||||||||||||||||||||
| NW Holdings term loan | % | % | % | |||||||||||||||||||||||
| NW Holdings junior subordinated debentures | % | % | % | |||||||||||||||||||||||
| Long-term debt, gross | ||||||||||||||||||||||||||
| Less: unamortized debt issuance costs | ||||||||||||||||||||||||||
| Less: current maturities | ||||||||||||||||||||||||||
| Total long-term debt | $ | $ | $ | |||||||||||||||||||||||
(1) Weighted average interest rate for the nine months ended September 30, 2025 and September 30, 2024
(2) Weighted average interest rate for the year ended December 31, 2024
NW Natural's first mortgage bonds (FMBs) have maturity dates ranging from 2025 through 2053 and interest rates ranging from 2.82 % to 7.85 %. SiEnergy's secured senior notes have maturity dates ranging from 2030 through 2055 and interest rates ranging from 4.86 % to 6.04 %. NW Holdings' unsecured senior bonds have maturity dates ranging from 2028 through 2034 and interest rates ranging from 5.52 % to 5.86 %. NW Holdings' Junior Subordinated Debentures has an interest rate of 7.0 % and a maturity date of 2055. At September 30, 2025, NW Holdings and NW Natural had long-term debt outstanding of $2,243.8 million and $1,345.9 million, respectively, which included $15.1 million and $8.8 million of unamortized debt issuance costs at NW Holdings and NW Natural, respectively. Debt of $115.7 million is scheduled to mature in the next twelve months, which consists of $10.0 million at NW Natural, $55.7 million at NWN Water, and $50.0 million at NW Holdings Other.
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Summary of Significant Debt Issuances
| In millions | Nine months ended September 30, 2025 | ||||||||||||||||||||||
| NW Holdings: | Issuance Date | Maturity Date | Interest Rate | Amount | |||||||||||||||||||
Unsecured Term Loan (a)(b) | January 2025 | April 2026 | SOFR + 90 bps Spread (c) | $ | |||||||||||||||||||
Junior Subordinated Notes (d)(e) | March 2025 | September 2055 | % | $ | |||||||||||||||||||
SiEnergy (f) | |||||||||||||||||||||||
| Series A Senior Notes | August 2025 | August 2030 | % | $ | |||||||||||||||||||
| Series B Senior Notes | August 2025 | August 2035 | % | $ | |||||||||||||||||||
| Series C Senior Notes | August 2025 | August 2055 | % | $ | |||||||||||||||||||
| Total long-term debt issuance | $ | ||||||||||||||||||||||
(a) Proceeds were used for working capital needs and for general corporate purposes.
(b) As of September 30, 2025, the Term Loan was due and payable on April 6, 2026. NW Holdings may prepay the Term Loan without premium or penalty (other than customary breakage costs, if applicable). Amounts prepaid may not be reborrowed.
(c) The Term Loan Agreement bears interest at a per annum rate equal to the sum of (x) either (i) term SOFR with a one-, three- or six-month tenor, plus an adjustment of 0.10 %, or (ii) the Alternate Base Rate, as defined in the Term Loan Agreement, plus (y) the Applicable Margin, as defined in the Term Loan Agreement. The Applicable Margin is 0.90 % per annum, for term SOFR loans, and 0.00 % per annum, for Alternate Base Rate loans.
(d) Proceeds were used to repay the acquisition bridge facility entered into on January 7, 2025 by NW Holdings for the acquisitions of SiEnergy; any remaining proceeds were used for working capital needs and for general corporate purposes.
(e) The Company will pay interest on the Junior Subordinated Debentures (i) from and including the date of original issuance to, but not including, September 15, 2035, at an annual rate of 7.0 % and (ii) from and including September 15, 2035, during each Interest Reset Period at an annual rate equal to the Five-Year Treasury Rate as of the most recent Reset Interest Determination Date plus 2.701 %.
(f) Proceeds were used to repay SiEnergy's $148.8 million remaining balance on the Delayed Draw Term Loan Facility.
Summary of Significant Debt Extinguishments and Repayments
NW Holdings
On January 7, 2025, NW Holdings entered into a 364 -Day Term Loan Credit Agreement (the Acquisition Bridge Facility) among NW Holdings, as borrower, certain lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, pursuant to which NW Holdings borrowed a $273.0 million senior unsecured term loan (the Bridge Loan), the proceeds of which were used to finance the SiEnergy acquisition, with any remaining proceeds to be used for working capital needs and for general corporate purposes. The Bridge Loan was repaid in full in March 2025. In March 2025, the Acquisition Bridge Facility used to finance the acquisition of SiEnergy was repaid in full.
NW Natural
In September 2025, the $20.0 million first mortgage bond 7.72 % Series Due 2025 was repaid in full.
SiEnergy
In August 2025, the proceeds of the senior notes issued by SiEnergy Gas, LLC in August 2025 (the August 2025 Notes) were used to extinguish the $148.8 million remaining balance of the SiEnergy Delayed Draw Term Loan Facility (SiEnergy DDTLF) ($148.8 million) and the SiEnergy Revolving Credit Facility was terminated. The SiEnergy DDTLF and Revolving Credit Facility under SiEnergy’s Credit Agreement were acquired by NW Holdings on January 7, 2025 as part of the acquisition of all of the issued and outstanding limited liability company interests of SiEnergy.
The SiEnergy DDTLF had initial aggregate commitments, as amended, of $200.0 million. The SiEnergy DDTLF was scheduled to mature on December 22, 2026. Loans extended under the SiEnergy DDTLF bore interest at a per annum rate equal to the sum of (a) either (i) the Base Rate, as defined in the Amended Credit Agreement (the Base Rate), or (ii) term SOFR with a one-, three- or six-month tenor; plus (b) the Applicable Margin. The Applicable Margin was 0.750 % with respect to Base Rate loans and 1.750 % with respect to SOFR loans.
Fair Value of Long-Term Debt
NW Holdings' and NW Natural's outstanding debt does not trade in active markets. The fair value of debt is estimated using the value of outstanding debt at natural gas distribution companies with similar credit ratings, terms, and remaining maturities to NW Holdings' and NW Natural's debt that actively trade in public markets. These valuations are based on Level 2 inputs as defined in the fair value hierarchy. See Note 2 in the 2024 Form 10-K for a description of the fair value hierarchy.
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The following table provides an estimate of the fair value of long-term debt, including current maturities of long-term debt, using market prices in effect on the valuation date:
| September 30, | December 31, | |||||||||||||||||||
| In millions | 2025 | 2024 | 2024 | |||||||||||||||||
| NW Holdings: | ||||||||||||||||||||
| Gross long-term debt | $ | $ | $ | |||||||||||||||||
| Unamortized debt issuance costs | ( | ( | ( | |||||||||||||||||
| Carrying amount | $ | $ | $ | |||||||||||||||||
Estimated fair value(1) | $ | $ | $ | |||||||||||||||||
| NW Natural: | ||||||||||||||||||||
| Gross long-term debt | $ | $ | $ | |||||||||||||||||
| Unamortized debt issuance costs | ( | ( | ( | |||||||||||||||||
| Carrying amount | $ | $ | $ | |||||||||||||||||
Estimated fair value(1) | $ | $ | $ | |||||||||||||||||
(1) Estimated fair value does not include unamortized debt issuance costs.
Letter of Credit Facility
10. PENSION AND OTHER POSTRETIREMENT BENEFIT COSTS
NW Natural maintains a qualified non-contributory defined benefit pension plan (Pension Plan), non-qualified supplemental pension plans for eligible executive officers and other key employees, and other postretirement employee benefit plans. NW Natural also has a qualified defined contribution plan (Retirement K Savings Plan) for all eligible employees. The Pension Plan and Retirement K Savings Plan have plan assets, which are held in qualified trusts to fund retirement benefits.
The service cost component of net periodic benefit cost for NW Natural pension and other postretirement benefit plans is recognized in operations and maintenance expense in the consolidated statements of comprehensive income. The other non-service cost components are recognized in other income (expense), net in the consolidated statements of comprehensive income.
The following table provides the components of net periodic benefit cost (credit) for the pension and other postretirement benefit plans:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| Pension Benefits | Other Postretirement Benefits | Pension Benefits | Other Postretirement Benefits | |||||||||||||||||||||||||||||||||||||||||||||||
| In thousands | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of net actuarial loss | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net periodic benefit cost | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Amount allocated to construction | ( | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Net periodic benefit cost charged to expense | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of regulatory balancing account | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net amount charged to expense | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
Net periodic benefit costs are reduced by amounts capitalized to NWN Gas Utility plant. In addition, net periodic benefit costs were recorded to a regulatory balancing account as approved by the OPUC and amortized accordingly.
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The following table presents amounts recognized in accumulated other comprehensive loss (AOCL) and the changes in AOCL related to non-qualified employee benefit plans:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| In thousands | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Beginning balance | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Amounts reclassified to AOCL | ( | |||||||||||||||||||||||||
| Amounts reclassified from AOCL: | ||||||||||||||||||||||||||
| Amortization of actuarial losses | ||||||||||||||||||||||||||
| Total reclassifications before tax | ||||||||||||||||||||||||||
| Tax expense (benefit) | ( | ( | ( | |||||||||||||||||||||||
| Total reclassifications for the period | ||||||||||||||||||||||||||
| Ending balance | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
Employer Contributions to Company-Sponsored Defined Benefit Pension Plans
NW Natural made $8.4 million of cash contributions to its qualified defined benefit pension plans during the nine months ended September 30, 2025 and $17.9 million cash contributions during the nine months ended September 30, 2024. During October 2025, NW Natural made additional cash contributions of $2.9 million.
Defined Contribution Plan
NW Natural's Retirement K Savings Plan is a qualified defined contribution plan under Internal Revenue Code Sections 401(a) and 401(k). NW Natural contributions totaled $9.8 million and $8.5 million for the nine months ended September 30, 2025 and 2024, respectively.
See Note 10 in the 2024 Form 10-K for more information concerning these retirement and other postretirement benefit plans.
11. INCOME TAX
An estimate of annual income tax expense is made each interim period using estimates for annual pre-tax income, regulatory flow-through adjustments, tax credits, and other items. The estimated annual effective tax rate is applied to year-to-date, pre-tax income to determine income tax expense for the interim period consistent with the annual estimate. Discrete events are recorded in the interim period in which they occur or become known.
The effective income tax rate varied from the federal statutory rate due to the following:
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| NW Holdings | NW Natural | |||||||||||||||||||||||||
| In thousands | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Income tax at statutory rate (federal) | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| State income tax | ( | ( | ( | ( | ||||||||||||||||||||||
| Increase (decrease): | ||||||||||||||||||||||||||
| Differences required to be flowed-through by regulatory commissions | ||||||||||||||||||||||||||
| Other, net | ( | ( | ||||||||||||||||||||||||
| Total (benefit) expense for income taxes | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Effective income tax rate | % | % | % | % | ||||||||||||||||||||||
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| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| NW Holdings | NW Natural | |||||||||||||||||||||||||
| In thousands | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Income tax at statutory rate (federal) | $ | $ | $ | $ | ||||||||||||||||||||||
| State income tax | ||||||||||||||||||||||||||
| Increase (decrease): | ||||||||||||||||||||||||||
| Differences required to be flowed-through by regulatory commissions | ( | ( | ( | ( | ||||||||||||||||||||||
| Other, net | ||||||||||||||||||||||||||
| Total provision for income taxes | $ | $ | $ | $ | ||||||||||||||||||||||
| Effective income tax rate | % | % | % | % | ||||||||||||||||||||||
The NW Holdings and NW Natural effective income tax rates for the nine months ended September 30, 2025, remained relatively consistent compared to the same period in 2024. For further detail on income taxes and effective tax rates, refer to Note 11 in the 2024 Form 10-K.
The IRS Compliance Assurance Process (CAP) examination of the 2023 tax year was completed during the first quarter of 2025. There were no material changes to the return as filed. The 2024 and 2025 tax years are subject to examination under CAP.
12. PROPERTY, PLANT, AND EQUIPMENT
The following table sets forth the major classifications of property, plant, and equipment and accumulated depreciation:
| September 30, | December 31, | |||||||||||||||||||
| In thousands | 2025 | 2024 | 2024 | |||||||||||||||||
| NW Holdings: | ||||||||||||||||||||
| Plant in service | $ | $ | $ | |||||||||||||||||
| Construction work in progress | ||||||||||||||||||||
| Less: Accumulated depreciation | ||||||||||||||||||||
| Total property, plant, and equipment, net | $ | $ | $ | |||||||||||||||||
| Capital expenditures in accrued liabilities | $ | $ | $ | |||||||||||||||||
| NW Natural: | ||||||||||||||||||||
| Plant in service | $ | $ | $ | |||||||||||||||||
| Construction work in progress | ||||||||||||||||||||
| Less: Accumulated depreciation | ||||||||||||||||||||
| Total property, plant, and equipment, net | $ | $ | $ | |||||||||||||||||
| Capital expenditures in accrued liabilities | $ | $ | $ | |||||||||||||||||
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13. INVESTMENTS
Investments include gas reserves, financial investments in life insurance policies, and equity method investments. The following table summarizes other investments:
| NW Holdings | NW Natural | ||||||||||||||||||||||||||||||||||
| September 30, | December 31, | September 30, | December 31, | ||||||||||||||||||||||||||||||||
| In thousands | 2025 | 2024 | 2024 | 2025 | 2024 | 2024 | |||||||||||||||||||||||||||||
| Investments in life insurance policies | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Investments in gas reserves, non-current | |||||||||||||||||||||||||||||||||||
| Investment in unconsolidated affiliates | |||||||||||||||||||||||||||||||||||
| Total other investments | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Investment in Life Insurance Policies
Other investments include financial investments in life insurance policies, which are accounted for at cash surrender value, net of policy loans. See Note 13 in the 2024 Form 10-K.
NW Natural Gas Reserves
NW Natural has invested $188 million through the gas reserves program in the Jonah Field located in Wyoming as of September 30, 2025. Gas reserves are stated at cost, net of regulatory amortization, with the associated deferred tax benefits of $1.6 million, $3.1 million, and $2.6 million, which are recorded as liabilities in the September 30, 2025, September 30, 2024, and December 31, 2024 consolidated balance sheets, respectively. NW Natural's investment is included in NW Holdings' and NW Natural's consolidated balance sheets under other current assets and other investments (non-current portion) with the maximum loss exposure limited to the investment balance. The amount of gas reserves included in other current assets was $2.6 million, $2.7 million, and $2.7 million as of September 30, 2025, September 30, 2024, and December 31, 2024, respectively. See Note 13 in the 2024 Form 10-K.
Investments in Unconsolidated Affiliates
In December 2021, NWN Water purchased a 37.3 % ownership stake in Avion Water Company, Inc. (Avion Water), an investor-owned water utility for $14.5 million. NWN Water subsequently increased its ownership stake in Avion Water as follows:
| In millions | Amount | Ownership % | ||||||||||||
| July 2022 | $ | % | ||||||||||||
| June 2023 | $ | % | ||||||||||||
| January 2024 | $ | % | ||||||||||||
| February 2025 | $ | % | ||||||||||||
Avion Water operates in Bend, Oregon and the surrounding communities, serving approximately 16,000 connections and employing 39 people. The carrying value of the equity method investment is $10.1 million higher than the underlying equity in the net assets of the investee at September 30, 2025 due to equity method goodwill. NWN Water's share in the earnings (loss) of Avion Water is included in other income (expense), net.
14. BUSINESS COMBINATIONS
2025 Business Combinations
SiEnergy Acquisition
On January 7, 2025, NW Holdings acquired 100 % of the outstanding membership interests of SiEnergy Operating, LLC from SiEnergy Capital Partners, LLC, an affiliate of Ridgewood Infrastructure. Total consideration included $271.1 million in cash and the assumption of $156.1 million of outstanding debt. SiEnergy is a regulated natural gas distribution utility and a transmission utility. Excluding Pines Holdings, which was acquired June 2, 2025 and is described further below, SiEnergy serves approximately 79,000 customers in the greater metropolitan areas of Houston, Dallas, and Austin, Texas.
The SiEnergy acquisition met the criteria of a business combination, and as such a preliminary allocation of the consideration to the acquired net assets based on their estimated fair value as of the acquisition date was performed. In accordance with U.S. GAAP, the fair value determination involves management judgment in determining the significant estimates and assumptions used for net assets associated with SiEnergy. This allocation is considered preliminary as of September 30, 2025, as facts and circumstances that existed as of the acquisition date may be discovered as we continue to integrate SiEnergy. As a result, subsequent adjustments to the preliminary valuation of tangible assets, regulatory assets and liabilities including asset removal costs, contract assets and liabilities, tax positions, and goodwill may be required. Any such adjustments are to be completed
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within the one-year measurement period. Acquisition costs totaling $2.3 million in the fourth quarter of 2024 and $5.3 million in the first quarter of 2025 were expensed as incurred. Acquisition costs related to SiEnergy are included in operations and maintenance expenses in the consolidated statements of comprehensive income. The transaction aligns with NW Holdings' growth strategy and further expands the service territory in Texas.
Preliminary goodwill of $171.1 million was recognized from this acquisition. The goodwill recognized is attributable to SiEnergy's natural gas utility service territory, experienced workforce, and the strategic benefits expected from growth in its service territory. No intangible assets aside from goodwill were recognized. The amount of goodwill that is expected to be deductible for income tax purposes is $179.9 million.
The following table summarizes the consideration transferred and the amounts of identified assets acquired and liabilities assumed as the acquisition date:
| In thousands | |||||
| Fair value of consideration transferred: | |||||
| Cash | $ | ||||
| Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||
| Current assets | $ | ||||
| Property, plant and equipment | |||||
| Non-current assets | |||||
| Current liabilities | ( | ||||
| Non-current liabilities | ( | ||||
| Total identifiable net assets | $ | ||||
| Goodwill | $ | ||||
Hughes Gas Resources, Inc. (Pines Holdings, Inc.) Acquisition
On June 2, 2025, a subsidiary of SiEnergy Operating, LLC (SiEnergy), a wholly owned subsidiary of NW Holdings, acquired 100 % of the outstanding equity interests of Hughes Gas Resources, Inc. from EPCOR USA Inc. for total consideration of $60.8 million in cash. Hughes serves approximately 7,000 customers in 12 communities northeast of Houston, Texas. Hughes further expands SiEnergy's regulated gas utility business in the southern United States. Following the closing of the acquisition, Hughes was rebranded as Pines Holdings, Inc. (Pines).
The Pines acquisition met the criteria of a business combination, and as such, a preliminary allocation of the consideration to the acquired net assets based on their estimated fair value as of the acquisition date was performed. In accordance with U.S. GAAP, the fair value determination involves management judgment in determining the significant estimates and assumptions used for net assets associated with Pines. This allocation is considered preliminary as of September 30, 2025, as facts and circumstances that existed as of the acquisition date may be discovered as we continue to integrate Pines. As a result, subsequent adjustments to the preliminary valuation of tangible assets, regulatory assets and liabilities including asset removal costs, contract assets and liabilities, tax positions, and goodwill may be required. Any such adjustments are to be completed within the one-year measurement period.
Preliminary goodwill of $16.3 million was recognized from this acquisition. The goodwill recognized is attributable to Pines' natural gas utility service territory, experienced workforce, and the strategic benefits expected from growth in the service territory. No intangible assets aside from goodwill were recognized. There is no goodwill expected to be deductible for tax purposes.
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The following table summarizes the consideration transferred and the amounts of identified assets acquired and liabilities assumed as of the acquisition date:
| In thousands | |||||
| Fair value of consideration transferred: | |||||
| Cash | $ | ||||
| Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||
| Current assets | $ | ||||
| Property, plant and equipment | |||||
| Non-current assets | |||||
| Current liabilities | ( | ||||
| Non-current liabilities | ( | ||||
| Total identifiable net assets | $ | ||||
| Goodwill | $ | ||||
The table below presents the unaudited pro forma revenues and earnings of NW Holdings as if the SiEnergy and Pines acquisitions had occurred as of January 1, 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| In thousands | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Operating revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||
The unaudited pro forma results presented above are for informational purposes only and are not necessarily indicative of the results that would have been achieved had the acquisition been completed on January 1, 2024, nor are they indicative of future results of operations of the combined company. Pro forma net income for the three and nine months ended September 30, 2025 and 2024 were adjusted to reflect the following:
•acquisition costs of $7.6
•the capital structure for NW Holdings was modified to reflect the Junior Subordinated Debentures issued in March 2025 to represent the ongoing capital structure and reflects the issuance to have occurred on January first of each respective period;
•the results of SiEnergy and Pines were adjusted to represent results as though they were owned as of January first of each respective period; and
•all adjustments were net tax effected using a statutory tax rate of 26.5 %
The amount of SiEnergy and Pines revenues included in NW Holdings' consolidated statements of comprehensive income was $11.8 million and $46.0 million for the three and nine months ended September 30, 2025, respectively.
The amount of SiEnergy and Pines net income included in NW Holdings' consolidated statements of comprehensive income was $1.6 million and $8.1 million for the three and nine months ended September 30, 2025, respectively.
Other 2025 Business Combinations
During the first quarter of 2025, NWN Water and its subsidiaries acquired the assets of two businesses qualifying as business combinations. The aggregate fair value of the consideration transferred for these acquisitions was $1.6 million, most of which was allocated to property, plant and equipment. These transactions align with NW Holdings' water and wastewater sector strategy as it continues to expand its water and wastewater service territories and included:
•Everett Square, Inc. in Texas
•ES Water Utility Consolidators, Inc. in Texas
2024 Business Combinations
During the year ended December 31, 2024, NWN Water completed the acquisition of Infrastructure Capital Holdings (ICH), which includes 100 % of the membership interests of the following entities:
•Avimor Water Reclamation Company, LLC
•Bents Court Water Company, LLC
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•Emerald Valley Wastewater Company, LLC
•OMSID Infrastructure Holdings Company, LLC
•Quigley Recycled Water Company, LLC
•Mines Park Infrastructure Holdings Company, LLC
•Puttman Infrastructure Services Company, LLC
•Lakeshore Water Company, LLC
•Seavey Loop Water Company, LLC
•South Coast Water Company, LLC
The acquisition added wastewater and recycled water customers across Oregon, Idaho and California. The acquisition-date fair value of the total consideration transferred was $29.9 million. The acquisition closed in two phases: the unregulated entities closed in September 2024, and the regulated entities closed in November 2024.
The ICH acquisition met the criteria of a business combination, and as such a preliminary allocation of the consideration to the acquired net assets based on their estimated fair value as of the acquisition date was performed. In accordance with U.S. GAAP, the fair value determination involves management judgment in determining the significant estimates and assumptions used for net assets associated with ICH. The allocation for the unregulated portion of the acquisition is considered final as of September 30, 2025, while the allocation for the regulated portion is considered preliminary as of September 30, 2025, as facts and circumstances that existed as of the acquisition date may be discovered as we continue to integrate ICH. As a result, subsequent adjustments to the preliminary valuation of tangible assets, contract assets and liabilities, tax positions, and goodwill may be required on the regulated portion of the acquisition. Subsequent adjustments are not expected to be significant, and any such adjustments are expected to be completed within the one-year measurement period. The acquisition costs were not material and expensed as incurred.
Preliminary goodwill of $18.3 million was recognized from this acquisition. The majority of the goodwill is attributable to ICH's unregulated operations and is considered final. Goodwill associated with regulated operations remains preliminary as of September 30, 2025. The goodwill recognized is attributable to ICH's water utility service territory, experienced workforce, and the strategic benefits for both the water utility and wastewater services expected from growth in its service territory. No intangible assets aside from goodwill were recognized. The amount of goodwill that is expected to be deductible for income tax purposes is $18.4 million.
The following table summarizes the consideration transferred and the amounts of identified assets and liabilities assumed as the acquisition date:
| In thousands | |||||
| Fair value of consideration transferred: | |||||
| Cash | $ | ||||
| Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||
| Current assets | $ | ||||
| Property, plant and equipment | |||||
| Non-current assets | |||||
| Current liabilities | ( | ||||
| Non-current liabilities | ( | ||||
| Total identifiable net assets | $ | ||||
| Goodwill | $ | ||||
The amount of ICH earnings included in NW Holdings' consolidated statements of comprehensive income is $1.2 million and $1.6 million, for the three and nine months ended September 30, 2025, respectively. ICH revenue included in NW Holdings' consolidated statements of comprehensive income is $2.8 million and $4.0 million, for the three and nine months ended September 30, 2025, respectively.
Goodwill
NW Holdings allocates goodwill to reporting units based on the expected benefit from the business combination. We perform an annual impairment assessment of goodwill at the reporting unit level, or more frequently if events and circumstances indicate that goodwill might be impaired. An impairment loss is recognized if the carrying value of a reporting unit’s goodwill exceeds its fair value.
As a result of all acquisitions completed, total goodwill totaled $371.0 million, $181.4 million, and $183.8 million as of September 30, 2025, September 30, 2024, and December 31, 2024, respectively. Goodwill as of September 30, 2025, is attributable to gas utility, water and wastewater acquisitions, of which $187.3 million is included in the SiEnergy category and $183.7 million is included in the NWN Water category for segment reporting purposes. Goodwill as of September 30, 2024 and
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December 2024, is only attributable to water and wastewater acquisitions and is included in the NWN Water category for segment reporting purposes. The annual impairment assessment of goodwill occurs in the fourth quarter of each year. There have been no impairments recognized during the nine months ended September 30, 2025.
15. DERIVATIVE INSTRUMENTS
NW Natural
NW Natural enters into financial derivative contracts primarily to hedge a portion of the NWN Gas Utility segment's natural gas sales requirements. These contracts include swaps and forward contracts. These derivative financial instruments are primarily used to manage the price variability of natural gas, interest rates, and foreign currency. A small portion of NW Natural's derivative hedging strategy involves hedging interest rates and foreign currency forward contracts.
NW Natural enters into these financial derivatives, up to prescribed limits, primarily to hedge price variability related to term physical gas supply contracts, and variable rate debt and for pipeline demand charges paid in Canadian dollars.
In the normal course of business, NW Natural also enters into indexed-price physical forward natural gas commodity purchase contracts and options to meet the requirements of NWN Gas Utility customers. These contracts qualify for regulatory deferral accounting treatment.
Notional Amounts
The following table presents the absolute notional amounts related to open positions on NW Natural derivative instruments:
| September 30, | December 31, | |||||||||||||||||||
| In thousands | 2025 | 2024 | 2024 | |||||||||||||||||
| Natural gas (in therms): | ||||||||||||||||||||
| Financial | ||||||||||||||||||||
| Physical | ||||||||||||||||||||
| Foreign exchange (in dollars) | $ | $ | $ | |||||||||||||||||
Purchased Gas Adjustment (PGA)
Rates and hedging approaches vary between states due to different rate structures and hedging mechanisms. Under the PGA mechanism in Oregon, derivatives entered into by NW Natural for the procurement or hedging of natural gas for future gas years generally receive regulatory deferral accounting treatment. In general, commodity hedging for the current gas year is completed prior to the start of the gas year, and hedge prices are fully recovered and reflected in the weighted-average cost of gas in the PGA filing. Hedge contracts entered into after the start of the PGA period for the current PGA year are subject to the PGA incentive sharing mechanism in Oregon. Under the PGA mechanism in Washington, NW Natural incorporates a risk-responsive hedging strategy, and receives regulatory deferral accounting treatment for Washington gas supplies.
NW Natural entered the 2024-25 gas year with forecasted sales volume hedged at approximately 80 % in total, including 64 % in financial hedges and 16 % in physical gas supplies. The total hedged for Oregon was approximately 86 %, including 69 % in financial hedges and 17 % in physical gas supplies. The total hedged for Washington was approximately 32 %, including 19 % in financial hedges and 13 % in physical gas supplies.
Unrealized and Realized Gain/Loss
The following table reflects the income statement presentation for the unrealized gains and losses from NW Natural's derivative instruments:
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| In thousands | Natural gas commodity | Foreign Exchange | Natural gas commodity | Foreign Exchange | ||||||||||||||||||||||
| Benefit (expense) to cost of gas | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||
Amounts deferred to regulatory accounts on balance sheet | ( | |||||||||||||||||||||||||
| Total gain (loss) in pre-tax earnings | $ | $ | $ | $ | ||||||||||||||||||||||
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| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| In thousands | Natural gas commodity | Foreign exchange | Natural gas commodity | Foreign exchange | ||||||||||||||||||||||
| Benefit (expense) to cost of gas | $ | $ | ( | $ | $ | |||||||||||||||||||||
Amounts deferred to regulatory accounts on balance sheet | ( | ( | ( | |||||||||||||||||||||||
| Total gain (loss) in pre-tax earnings | $ | $ | $ | $ | ||||||||||||||||||||||
Unrealized Gain/Loss
Outstanding derivative instruments related to regulated NWN Gas Utility operations are deferred in accordance with regulatory accounting standards. The cost of foreign currency forward and natural gas derivative contracts are recognized immediately in the cost of gas; however, costs above or below the amount embedded in the current year PGA are subject to a regulatory deferral tariff and therefore, are recorded as a regulatory asset or liability.
Realized Gain/Loss
NW Natural realized net losses of $11.7 million and net losses of $69.5 million for the three and nine months ended September 30, 2025, respectively, from the settlement of natural gas financial derivative contracts, whereas, net losses of $14.1 million and net losses of $83.2 million were realized for the three and nine months ended September 30, 2024, respectively. Realized gains and losses offset the higher or lower cost of gas purchased, resulting in no incremental amounts to collect or refund to customers.
Credit Risk Management of Financial Derivatives Instruments
NW Natural's financial derivative instruments are subject to master netting arrangements; however, they are presented on a gross basis in the consolidated balance sheets. NW Natural and its counterparties have the ability to set-off obligations to each other under specified circumstances. Such circumstances may include a defaulting party, a credit change due to a merger affecting either party, or any other termination event.
If netted by its counterparties, NW Natural's physical and financial derivative position would result in an asset of $3.6 million and a liability of $58.1 million as of September 30, 2025, an asset of $6.1 million and a liability of $82.0 million as of September 30, 2024, and an asset of $4.4 million and a liability of $86.0 million as of December 31, 2024.
NW Natural is exposed to derivative credit and liquidity risk primarily through securing fixed-price natural gas commodity swaps and interest rate swaps with financial counterparties. NW Natural utilizes master netting arrangements with International Swaps and Derivatives Association (ISDA) contracts to minimize these risks including ISDA Credit Support Agreements with counterparties based on their credit ratings. Additionally, NW Natural uses counterparty, industry, sector and country diversification to minimize credit risk. In certain cases, NW Natural may require counterparties to post collateral, guarantees, or letters of credit to maintain its minimum credit requirement standards or for liquidity management purposes. See Note 15 in the 2024 Form 10-K for additional information.
Fair Value
In accordance with fair value accounting, NW Natural includes non-performance risk in calculating fair value adjustments. This includes a credit risk adjustment based on the credit spreads of NW Natural counterparties when in an unrealized gain position, or on NW Natural's own credit spread when it is in an unrealized loss position. The inputs in our valuation models include natural gas futures, volatility, credit default swap spreads and interest rates. Additionally, the assessment of non-performance risk is generally derived from the credit default swap market and from bond market credit spreads. The impact of the credit risk adjustment for all financial derivatives outstanding to the fair value calculation was $0.2 million, which decreased the liability at September 30, 2025. The net fair value was a liability of $54.5 million, a liability of $75.9 million, and a liability of $81.6 million as of September 30, 2025 and 2024, and December 31, 2024, respectively. No Level 3 inputs were used in our derivative valuations during the nine months ended September 30, 2025, and 2024. See Note 2 in the 2024 Form 10-K.
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NWN Water Interest Rate Swap Agreement
In January 2023, NWN Water entered into an interest rate swap agreement with a major financial institution for $55.0 million that effectively converted variable-rate debt to a fixed rate of 3.8 %. Interest payments made between the effective date and expiration date are hedged by the swap agreement. The interest rate swap agreement will expire in June 2026, along with the variable-rate debt.
Unrealized gains (losses) related to the interest rate swap agreement are recorded in AOCI on the consolidated balance sheet and totaled $0.0 million, $(0.2 ) million and $0.2 million, net of tax, as of September 30, 2025 and 2024 and December 31, 2024, respectively. Realized gains or losses occur as a result of monthly swap settlements. Gains of $0.1 million and $0.2 million were reclassified from AOCI to net income during the three and nine months ended September 30, 2025, respectively. Gains of $0.2 million and $0.8 million were reclassified from AOCI to net income during the three and nine months ended September 30, 2024, respectively. The estimated amount of gains recorded in AOCI as of September 30, 2025 that are expected to be reclassified to net income within the next twelve months is immaterial .
16. COMMITMENTS AND CONTINGENCIES
NWN Renewables is an unregulated subsidiary of NW Holdings established to pursue investments in RNG activities. NWN Renewables, through its subsidiary Ohio Renewables, executed agreements with a subsidiary of EDL, a global producer of sustainable distributed energy, to secure RNG supply from two production facilities that are designed to convert landfill waste gases to RNG. This arrangement consists of a development agreement, an exclusive use agreement, a purchase agreement, and various guarantees.
Under the development agreement, the EDL subsidiary is responsible for the development and construction of the facilities. The first facility was completed and commenced delivery of RNG to Ohio Renewables in September 2024. Upon reaching this milestone, Ohio Renewables paid $26.0 million to the EDL subsidiary. The second facility was completed and commenced delivery of RNG to Ohio Renewables in December 2024 at which point Ohio Renewables made an additional payment of $25.4 million to the EDL subsidiary. The payments were recorded as long-term prepaid assets and will be amortized based on the volumes delivered over the life of the agreement.
NWN Renewables Purchase Agreements
Under the purchase agreement, Ohio Renewables and the subsidiary of EDL executed agreements for Ohio Renewables to purchase up to an annual specified amount of RNG produced by the EDL facilities over a 20-year period at a contractually specified price. We currently estimate the amount of RNG purchases from both facilities based on prices and quantities specified in the agreements to be as follows: approximately $4.7 million in Q4 2025, $18.9 million in 2026, $22.8 million in 2027, $22.8 million in 2028, $24.1 million in 2029 and $532.6 million thereafter. For the nine months ended September 30, 2025, purchases totaled $10.5 million, for total expected purchases of $15.2 million in 2025.
NW Holdings entered into a guarantee on behalf of Ohio Renewables with EDL. Per the guarantee, NW Holdings unconditionally and irrevocably guarantees the timely payment and performance when due of all obligations of Ohio Renewables. NW Holdings has not recognized a liability for its obligations under the guarantee in accordance with ASC 460, Guarantees.
NWN Renewables Sale Agreements
2024 - 2026
Ohio Renewables has contracted to sell RNG produced by the EDL facilities up to certain specified volumes in each of calendar years 2024 through 2026 to an investment-grade counterparty. Upon each delivery of RNG, Ohio Renewables will purchase an equal quantity of natural gas without renewable attributes at the same delivery point. Ohio Renewables has separately contracted to sell the natural gas purchased from EDL to another counterparty also at the same delivery point upon receipt. Alongside these agreements, NW Holdings entered into a guarantee on behalf of Ohio Renewables. Per the guarantee, NW Holdings unconditionally and irrevocably guarantees the prompt payment of all present and future obligations of Ohio Renewables. NW Holdings has not recognized a liability for its obligations under the guarantee in accordance with ASC 460, Guarantees.
The guarantee specifies annual cap amounts on the aggregate liability covered by the Guarantee as follows:
| In thousands | 2025 | 2026 | ||||||||||||
| Cap Amount | $ | $ | ||||||||||||
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2025 - 2042
Ohio Renewables additionally has contracted to sell a fixed-volume amount of RNG under a long-term agreement with an investment-grade utility beginning in 2025 and extending through 2042. Under the current contract, if less than 75 % of the contracted volumes of RNG are not delivered on an annual basis, Ohio Renewables is obligated to pay the per MMbtu price for volumes between the amount delivered and 75 % of the contracted volumes on an annual basis. NW Holdings entered into a guarantee on behalf of Ohio Renewables. Per the guarantee, NW Holdings unconditionally and irrevocably guarantees the prompt payment of all present and future obligations of Ohio Renewables. The total liability under this guarantee cannot exceed $2.0 million. NW Holdings has not recognized a liability for its obligations under the guarantee in accordance with ASC 460, Guarantees.
17. ENVIRONMENTAL MATTERS
NW Natural owns, or previously owned, properties that may require environmental remediation or action. The range of loss for environmental liabilities is estimated based on current remediation technology, enacted laws and regulations, industry experience gained at similar sites, and an assessment of the probable level of involvement and financial condition of other potentially responsible parties (PRPs). When amounts are prudently expended related to site remediation of those sites described herein, NW Natural has recovery mechanisms in place to collect 96.7 % of remediation costs allocable to Oregon customers and 3.3 % of costs allocable to Washington customers.
These sites are subject to the remediation process prescribed by the Environmental Protection Agency (EPA) and the Oregon Department of Environmental Quality (ODEQ). The process begins with a remedial investigation (RI) to determine the nature and extent of contamination and then a risk assessment (RA) to establish whether the contamination at the site poses unacceptable risks to humans and the environment. Next, a feasibility study (FS) or an engineering evaluation/cost analysis (EE/CA) evaluates various remedial alternatives. It is at this point in the process when NW Natural is able to estimate a range of remediation costs and record a reasonable potential remediation liability, or make an adjustment to the existing liability. From this study, the regulatory agency selects a remedy and issues a Record of Decision (ROD). After a ROD is issued, NW Natural would seek to negotiate a consent decree or consent judgment for designing and implementing the remedy. NW Natural would have the ability to further refine estimates of remediation liabilities based upon an approved remedial design.
Remediation may include treatment of contaminated media such as sediment, soil and groundwater, removal and disposal of media, institutional controls such as legal restrictions on future property use, or natural recovery. Following construction of the remedy, the EPA and ODEQ also have requirements for ongoing maintenance, monitoring and other post-remediation care that may continue for many years. Where appropriate and reasonably known, NW Natural will provide for these costs in the remediation liabilities described below.
Due to the numerous uncertainties surrounding the course of environmental remediation and the preliminary nature of several site investigations, in some cases, NW Natural may not be able to reasonably estimate the high end of the range of possible loss. In those cases, the nature of the possible loss has been disclosed, as has the fact that the high end of the range cannot be reasonably estimated where a range of potential loss is available. Unless there is an estimate within the range of possible losses that is more likely than other cost estimates within that range, NW Natural records the liability at the low end of this range. It is likely changes in these estimates and ranges will occur throughout the remediation process for each of these sites due to the continued evaluation and clarification concerning responsibility, the complexity of environmental laws and regulations and the determination by regulators of remediation alternatives. In addition to remediation costs, NW Natural could also be subject to Natural Resource Damages (NRD) claims. NW Natural will assess the likelihood and probability of each claim and recognize a liability if deemed appropriate. Refer to "Other Portland Harbor" below.
Environmental Sites
The following table summarizes information regarding liabilities related to environmental sites, which are recorded in other current liabilities and other noncurrent liabilities in NW Natural's balance sheet:
| Current Liabilities | Non-Current Liabilities | |||||||||||||||||||||||||||||||||||||
| September 30, | December 31, | September 30, | December 31, | |||||||||||||||||||||||||||||||||||
| In thousands | 2025 | 2024 | 2024 | 2025 | 2024 | 2024 | ||||||||||||||||||||||||||||||||
| Portland Harbor site: | ||||||||||||||||||||||||||||||||||||||
| Gasco/Siltronic Sediments | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Other Portland Harbor | ||||||||||||||||||||||||||||||||||||||
| Gasco/Siltronic Upland site | ||||||||||||||||||||||||||||||||||||||
| Front Street site | ||||||||||||||||||||||||||||||||||||||
| Oregon Steel Mills | ||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
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Portland Harbor Site
The Portland Harbor is an EPA listed Superfund site that is approximately 10 miles long on the Willamette River and is adjacent to NW Natural's Gasco uplands site. NW Natural is one of over one hundred PRPs, each jointly and severally liable, at the Superfund site. In January 2017, the EPA issued its Record of Decision, which selects the remedy for the clean-up of the Portland Harbor site (Portland Harbor ROD). The Portland Harbor ROD estimates the present value total cost at approximately $1.05 billion with an accuracy between -30 % and +50 % of actual costs.
NW Natural's potential liability is a portion of the costs of the remedy for the entire Portland Harbor Superfund site. The cost of that remedy is expected to be allocated among more than one hundred PRPs. NW Natural is participating in a non-binding allocation process with other PRPs in an effort to resolve its potential liability. The Portland Harbor ROD does not provide any additional clarification around allocation of costs among PRPs; accordingly, NW Natural has not modified any of the recorded liabilities at this time as a result of the issuance of the Portland Harbor ROD.
NW Natural manages its liability related to the Superfund site as two distinct projects: the Gasco Sediments Site and Other Portland Harbor projects.
GASCO SEDIMENTS. In 2009, NW Natural and Siltronic Corporation entered into a separate Administrative Order on Consent with the EPA to evaluate and design specific remedies for sediments adjacent to the Gasco uplands and Siltronic uplands sites. NW Natural submitted a draft EE/CA to the EPA in May 2012 and the EE/CA estimated the cost of potential remedial alternatives for this site. In March 2020, NW Natural and the EPA amended the Administrative Order on Consent to include additional remedial design activities downstream of the Gasco sediments site and in the navigation channel. Siltronic Corporation is not a party to the amended order. NW Natural is completing pre-design studies and submitted a Preliminary Design Report, which EPA approved in December 2024. These preliminary design steps do not include a cost estimate for cleanup. No remedial design is more likely than the EE/CA alternatives at this time, and NW Natural expects further design discussion and iteration with the EPA.
The estimated costs for the various sediment remedy alternatives in the draft EE/CA, for the additional studies and design work needed before the cleanup can occur, and for regulatory oversight throughout the cleanup range from $52.8 million to $350 million. NW Natural has recorded a liability of $52.8 million for the Gasco sediment clean-up, which reflects the low end of the range. At this time, we believe sediments at the Gasco sediments site represent the largest portion of NW Natural's liability related to the Portland Harbor site discussed above.
OTHER PORTLAND HARBOR. While we believe liabilities associated with the Gasco sediments site represent NW Natural's largest exposure, there are other potential exposures associated with the Portland Harbor ROD, including NRD costs and harborwide remedial design and cleanup costs (including downstream petroleum contamination), for which allocations among the PRPs have not yet been determined.
NW Natural and other parties have signed a cooperative agreement with the Portland Harbor Natural Resource Trustee council to participate in a phased NRD assessment to estimate liabilities to support an early restoration-based settlement of NRD claims. One member of this Trustee council, the Yakama Nation, withdrew from the council in 2009, and in 2017, filed suit against NW Natural and 29 other parties seeking remedial costs and NRD assessment costs associated with the Portland Harbor site, set forth in the complaint. The complaint seeks recovery of alleged costs totaling $0.3 million in connection with the selection of a remedial action for the Portland Harbor site as well as declaratory judgment for unspecified future remedial action costs and for costs to assess the injury, loss or destruction of natural resources resulting from the release of hazardous substances at and from the Portland Harbor site. The Yakama Nation has filed two amended complaints addressing certain pleading defects and dismissing the State of Oregon. On the motion of NW Natural and certain other defendants, the federal court has stayed the case pending the outcome of the non-binding allocation proceeding discussed above. NW Natural has recorded a liability for NRD claims which is at the low end of the range of the potential liability; the high end of the range cannot be reasonably estimated at this time. The NRD liability is not included in the aforementioned range of costs provided in the Portland Harbor ROD.
Gasco Uplands Site
A predecessor of NW Natural, Portland Gas and Coke Company, owned a former gas manufacturing plant that was closed in 1958 (Gasco site) and is adjacent to the Portland Harbor site described above. The Gasco site has been under investigation by NW Natural for environmental contamination under the ODEQ Voluntary Cleanup Program (VCP). It is not included in the range of remedial costs for the Portland Harbor site noted above. The Gasco site is managed in two parts, the uplands portion and the groundwater source control action.
NW Natural submitted a revised Remedial Investigation Report for the uplands to ODEQ in May 2007. In March 2015, ODEQ approved the Risk Assessment (RA) for this site, enabling commencement of work on the FS in 2016.
In October 2016, ODEQ and NW Natural agreed to amend their VCP agreement for the Gasco uplands to incorporate a portion of the Siltronic property formerly owned by Portland Gas & Coke between 1939 and 1960 into the Gasco RA and FS. Previously, NW Natural was conducting an investigation of manufactured gas plant constituents on the entire Siltronic uplands for ODEQ. Siltronic will be working with ODEQ directly on environmental impacts to the remainder of its property.
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In September 2013, NW Natural completed construction of a groundwater source control system, including a water treatment station, at the Gasco site. NW Natural has estimated the cost associated with the ongoing operation of the system and has recognized a liability which is at the low end of the range of potential cost. NW Natural cannot estimate the high end of the range at this time due to the uncertainty associated with the duration of running the water treatment station, which is highly dependent on the remedy determined for both the upland portion as well as the final remedy for the Gasco sediments site.
In December 2024, NW Natural submitted the Gasco uplands FS to ODEQ. The FS presents a set of remedial action alternatives and provides the basis for range of potential remedial costs for the site. The estimated costs for the alternative remedies range from $41.5 million to $358 million. NW Natural has recorded a liability of $41.5 million, which reflects the low end of the range.
Additionally, the EPA's Gasco sediments Administrative Order requires the integration of upland source controls with the sediment remedy. The selected sediment remedy, which is discussed above under "Gasco Sediments," is currently under separate design for the EPA. To comply with the source control integration requirement, some Gasco uplands work must be expedited. An Interim Removal Action Measure (IRAM) for the Gasco uplands is the regulatory mechanism ODEQ has selected to accomplish that goal. As a result, the Gasco uplands FS also includes a separate cost range for the IRAM. The estimated costs for the IRAM range from $8.1 million to $78 million. NW Natural has recorded a liability of $8.1 million, which reflects the low end of the range.
Other Sites
In addition to those sites above, NW Natural has environmental exposures at three other sites: Central Service Center, Front Street and Oregon Steel Mills. NW Natural may have exposure at other sites that have not been identified at this time. Due to the uncertainty of the design of remediation, regulation, timing of the remediation and in the case of the Oregon Steel Mills site, pending litigation, liabilities for each of these sites have been recognized at their respective low end of the range of potential liability; the high end of the range could not be reasonably estimated at this time.
FRONT STREET SITE. The Front Street site was the former location of a gas manufacturing plant NW Natural operated (the former Portland Gas Manufacturing site, or PGM). At ODEQ’s request, NW Natural conducted a sediment and source control investigation and provided findings to ODEQ. In December 2015, an FS on the former Portland Gas Manufacturing site was completed.
In July 2017, ODEQ issued the PGM ROD. The ROD specifies the selected remedy, which requires a combination of dredging, capping, treatment, and natural recovery. In addition, the selected remedy also requires institutional controls and long-term inspection and maintenance. Construction of the remedy began in July 2020 and was completed in October 2020. Four years of post-construction monitoring have demonstrated that the cap is intact and the remedy is performing as designed. As of September 30, 2025, NW Natural has recognized an additional liability of $0.9 million associated with long-term monitoring and post-construction work.
Environmental Cost Deferral and Recovery
NW Natural has authorizations in Oregon and Washington to defer costs related to remediation of properties that are owned or were previously owned by NW Natural. In Oregon, a Site Remediation and Recovery Mechanism (SRRM) is currently in place to recover prudently incurred costs allocable to Oregon customers, subject to an earnings test. On October 21, 2019, the WUTC authorized an Environmental Cost Recovery Mechanism (ECRM) for recovery of prudently incurred costs allocable to Washington customers beginning November 1, 2019. See Note 17 in the 2024 Form 10-K for a description of SRRM and ECRM collection processes.
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The following table presents information regarding the total regulatory asset deferred:
| September 30, | December 31, | |||||||||||||||||||
| In thousands | 2025 | 2024 | 2024 | |||||||||||||||||
Deferred costs and interest (1) | $ | $ | $ | |||||||||||||||||
Accrued site liabilities (2) | ||||||||||||||||||||
| Insurance proceeds and interest | ( | ( | ( | |||||||||||||||||
Total regulatory asset deferral(1) | ||||||||||||||||||||
Current regulatory assets(3) | ||||||||||||||||||||
Long-term regulatory assets(3) | ||||||||||||||||||||
(1) Includes pre-review and post-review deferred costs, amounts currently in amortization, and interest, net of amounts collected from customers.
(2) Excludes 3.3 96.7 % of costs for those sites allocable to Oregon, including those that historically served only Oregon customers. Amounts excluded from regulatory assets were immaterial
(3) Environmental costs relate to specific sites approved for regulatory deferral by the OPUC and WUTC. In Oregon, NW Natural earns a carrying charge on cash amounts paid, whereas amounts accrued but not yet paid do not earn a carrying charge until expended. It also accrues a carrying charge on insurance proceeds for amounts owed to customers. In Washington, neither the cash paid for insurance proceeds received accrue a carrying charge. Current environmental costs represent remediation costs management expects to collect from customers in the next 12 months. Amounts included in this estimate are still subject to a prudence and earnings test review by the OPUC and do not include the $5.0 million tariff rider. The amounts allocable to Oregon are recoverable through NWN Gas Utility rates, subject to an earnings test.
Environmental Earnings Test
To the extent NW Natural earns at or below its authorized Return on Equity (ROE) as defined by the SRRM, remediation expenses and interest in excess of the $5.0 million tariff rider and $5.0 million insurance proceeds are recoverable through the SRRM. To the extent NW Natural earns more than its authorized ROE in a year, it is required to cover environmental expenses and interest on expenses greater than the $10.0 million with those earnings that exceed its authorized ROE.
Legal Proceedings
On October 11, 2024, NW Natural was added as a defendant to an ongoing lawsuit brought by Multnomah County in the Circuit Court for Multnomah County, Oregon (County of Multnomah v. Exxon Mobil Corp., et. al., No.23-cv-25164) against more than a dozen oil and gas producers seeking damages relating to climate change impacts. The County asserts various causes of action, including negligence, fraud, trespass and public nuisance under Oregon law related to the refining, producing and/or marketing of fossil fuels. NW Natural is diligently defending against the claims.
On October 14, 2024, NW Natural and NW Holdings were named as the defendants in a lawsuit filed in the Circuit Court for Multnomah County, Oregon (Blumm et. al. v. Northwest Natural Gas Company, 24-cv-48490), that is seeking class certification on behalf of all Oregon NW Natural Smart Energy-enrolled customers during the past approximately six years . The lawsuit alleges claims under Oregon's Unlawful Trade Practices Act and for breach of contract, with respect to NW Natural's Smart Energy program. The plaintiffs seek injunctive and equitable relief and damages. In October 2025, NW Holdings was dismissed as a party to the proceeding. We are diligently defending against the claims.
NW Natural and NW Holdings are subject to claims and litigation arising in the ordinary course of business including the matters discussed above. Although the final outcome of any of these legal proceedings cannot be predicted with certainty, including the matter relating to the Oregon Steel Mills site referenced below, NW Natural and NW Holdings do not expect that the ultimate disposition of any of these matters will have a material effect on their financial condition, results of operations or cash flows. See also Part II, Item 1, “Legal Proceedings".
For additional information regarding other environmental matters, see Note 17 in the 2024 Form 10-K.
18. SUBSEQUENT EVENTS
Debt
In November 2025, NW Holdings increased the size of its credit facility from $200 million to $250 million, and NW Holdings and NW Natural extended the maturity of their credit facilities to 2030, with available extensions of commitments for two additional one-year periods subject to lender approval. Both facilities are indexed to the secured overnight financing rate (SOFR) or an alternate base rate. NW Natural's facility requires it to maintain a credit rating from both Moody's Investor Services, Inc. (Moody's) and Standard & Poor's (S&P), and NW Holdings' facility requires it to maintain a credit rating from any of Moody's, S&P, or Fitch Ratings, Inc.
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SiEnergy Holdings entered into a $75 million credit agreement in November 2025 with a maturity in 2030, with available extensions of commitments for two additional one-year periods subject to lender approval. The facility is indexed to a forward-looking term rate based on SOFR and requires the borrower to maintain credit ratings with at least one of Moody's Investor Services, Inc., S&P or certain other credit rating agencies.
As of September 30, 2025, the $50 million term loan entered into in January 2025 was due and payable on April 6, 2026. On November 3, an amendment to the Term Loan extended the maturity date to August 6, 2026.
Oregon Rate Case
As previously disclosed, on December 30, 2024, NW Natural filed a request for a general rate case (Rate Case) with the Public Utility Commission of Oregon (OPUC). The filing requested a $59.4 million annual revenue requirement increase, which included $10 million related to an updated depreciation study.
On October 24, 2025, the OPUC issued a final order in the Rate Case which approved the following stipulations and resolved the regulatory litigation process by rejecting proposals by CUB and the Coalition.
The final order and adjustments for completed capital projects resulted in a revenue requirement increase of $20.7 million over existing rates. Average rate base after final adjustments for completed capital projects was $2.27 billion or an increase of $180.1 million since the last rate case.
The revenue requirement is based off of the following assumptions:
• Capital structure of 50 % common equity and 50 % long-term debt;
• Cost of long-term debt of 4.74 %
• Return on equity of 9.5 %, and
• Overall cost of capital of 7.12 %
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management’s assessment of NW Holdings' and NW Natural's financial condition, including the principal factors that affect results of operations. The discussion refers to the consolidated results for the three and nine months ended September 30, 2025 and 2024 of NW Holdings, the substantial majority of which consist of the operating results of NW Natural. When significant activity exists at NW Holdings that does not exist at NW Natural, additional disclosure has been provided. References in this discussion to "Notes" are to the Notes to Unaudited Consolidated Financial Statements in this report. A significant portion of the business results are seasonal in nature, and, as such, the results of operations for the three month period is not necessarily indicative of expected fiscal year results. Therefore, this discussion should be read in conjunction with NW Holdings' and NW Natural's 2024 Annual Report on Form 10-K, as applicable (2024 Form 10-K).
NW Natural's natural gas distribution activities are reported in the NWN Gas Utility segment, which was previously referred to as the natural gas distribution (NGD) segment prior to 2025, serving customers in Oregon and southwest Washington. The NWN Gas Utility segment also includes NWN Gas Reserves, which is a wholly-owned subsidiary of Energy Corp, the NWN Gas Utility portion of NW Natural's Mist storage facility in Oregon, and NW Natural RNG Holding Company, LLC, a holding company established to invest in the development and procurement of regulated renewable natural gas for NW Natural.
SiEnergy Gas Utility, which was acquired on January 7, 2025, is a regulated natural gas distribution utility and serves residential and commercial customers in the greater metropolitan areas of Houston, Dallas, and Austin, Texas. SiEnergy also includes a natural gas transmission utility serving customers in the greater metropolitan areas of Dallas and Austin, Texas. SiEnergy activities are reported in the SiEnergy Gas Utility segment.
NWN Water Utility is a regulated water and wastewater utility serving residential and commercial customers in Oregon, Washington, Idaho, Texas, and Arizona. The activities of NWN Water are reported in the NWN Water segment, which also includes non-regulated water and wastewater services businesses in Oregon, Washington and Idaho, and an equity method investment in Avion Water Company, Inc. In addition, NWN Water provides water services to communities throughout the Pacific Northwest and California.
Other activities for NW Holdings, aggregated and reported as NW Holdings Other, include NWN Renewables and its non-regulated renewable natural gas activities; NW Natural's interstate storage and asset management activities and appliance retail center; and NNG Financial's investment in Kelso-Beaver Pipeline (KB Pipeline), which is accounted for under the equity method. See Note 4 for further discussion of our business segments and other, as well as our direct and indirect wholly-owned subsidiaries.
NON-GAAP FINANCIAL MEASURES – Segment Earnings Per Share. In addition to presenting diluted earnings per share for NW Holdings, we present diluted earnings per share for each of our segments (Segment EPS), which is a non-GAAP financial measure. We calculate Segment EPS by dividing the net income of each of our segments calculated in accordance with GAAP by the number of diluted shares outstanding for NW Holdings. We use Segment EPS to analyze our financial performance because we believe it provides useful information to our investors, analysts and creditors in evaluating our financial condition and results of operations of each of our segments. We believe investors find Segment EPS to be a useful indicator of our performance.
Segment EPS should not be considered a substitute for, or superior to, diluted earnings per share or other measures calculated in accordance with GAAP. Moreover, Segment EPS has limitations in that it does not reflect all the items associated with the operations of the business as determined in accordance with GAAP. Other companies may calculate similarly titled non-GAAP financial measures differently than how such measures are calculated in this report, limiting the usefulness of those measures for comparative purposes. A reconciliation of Segment EPS to diluted earnings per share is provided below.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| Diluted earnings per share | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
Total(1) | $ | (0.73) | $ | (0.71) | $ | 1.36 | $ | 0.88 | ||||||||||||||||||
NWN Gas Utility(2) | (0.75) | (0.79) | 1.42 | 0.84 | ||||||||||||||||||||||
SiEnergy Gas Utility(2) | 0.04 | — | 0.20 | — | ||||||||||||||||||||||
NWN Water Utility(2) | 0.11 | 0.07 | 0.22 | 0.08 | ||||||||||||||||||||||
NW Holdings Other(2) | (0.13) | 0.01 | (0.48) | (0.04) | ||||||||||||||||||||||
(1) Total Diluted EPS is equal to the sum of Diluted EPS for NWN Gas Utility, SiEnergy, NWN Water and NW Holdings Other.
(2) Non-GAAP financial measure. See Non-GAAP Financial Measures--Segment Earnings Per Share for definition, reconciliation and additional information.
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EXECUTIVE SUMMARY
Key quarter-to-date financial highlights for NW Holdings include:
| Three Months Ended September 30, | ||||||||||||||||||||
| 2025 | 2024 | QTD | ||||||||||||||||||
| In thousands, except per share data | Amount | Amount | Change | |||||||||||||||||
| Consolidated: | ||||||||||||||||||||
| Operating loss | $ | (12,423) | $ | (19,332) | $ | 6,909 | ||||||||||||||
| Net loss | $ | (29,890) | $ | (27,167) | $ | (2,723) | ||||||||||||||
| Diluted EPS | $ | (0.73) | $ | (0.71) | $ | (0.02) | ||||||||||||||
THREE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO SEPTEMBER 30, 2024.
Consolidated operating loss decreased by $6.9 million, while consolidated net loss increased by $2.7 million at NW Holdings primarily due to the following factors:
•$12.5 million increase in margin at NWN Gas Utility, primarily driven by new rates on November 1, 2024 for Oregon customers;
•$8.6 million increase in margin from the acquisition of SiEnergy; and
•$3.2 million increase in NWN Water operating revenues primarily driven by new rates at our largest utility in Arizona on November 1, 2024; partially offset by
•$12.8 million increase in operations and maintenance expenses, which included a $7.8 million increase at NWN Gas Utility driven by higher contract labor costs and payroll and benefits costs; and a $2.2 million increase from the addition of SiEnergy operations and maintenance expenses, and
•$6.0 million increase in depreciation expense due primarily to higher depreciation at NWN Gas Utility from additional capital investment.
Other factors impacting consolidated net loss:
•$11.4 million increase in interest expense due primarily to higher long-term debt balances related to debt issuances at NW Holdings reflected in Other results.
| Nine Months Ended September 30, | ||||||||||||||||||||
| 2025 | 2024 | YTD | ||||||||||||||||||
| In thousands, except per share data | Amount | Amount | Change | |||||||||||||||||
| Consolidated: | ||||||||||||||||||||
| Operating income | $ | 169,142 | $ | 106,201 | $ | 62,941 | ||||||||||||||
| Net income | $ | 55,526 | $ | 33,869 | $ | 21,657 | ||||||||||||||
| Diluted EPS | $ | 1.36 | $ | 0.88 | $ | 0.48 | ||||||||||||||
NINE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO SEPTEMBER 30, 2024.
Consolidated operating income increased by $62.9 million and consolidated net income increased by $21.7 million at NW Holdings primarily due to the following factors:
•$68.1 million increase in margin at NWN Gas Utility, primarily driven by new rates on November 1, 2024 for Oregon customers;
•$30.3 million increase in margin from the acquisition of SiEnergy; and
•$11.2 million increase in NWN Water operating revenues primarily driven by new rates at our largest utility in Arizona on November 1, 2024; partially offset by
•$37.0 million increase in operations and maintenance expenses, which included a $16.4 million increase at NWN Gas Utility driven by higher payroll and benefits costs and contract labor costs; $9.7 million of transaction and business development costs; and a $5.8 million increase from the addition of SiEnergy operations and maintenance expenses, and
•$21.1 million increase in depreciation expense due primarily to $15.2 million of higher depreciation at NWN Gas Utility from additional capital investment and $6.1 million increase from the addition of SiEnergy.
Other factors impacting consolidated net income:
•$31.4 million increase in interest expense due primarily to higher long-term debt balances related to debt issuances at NW Holdings reflected in Other results.
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RESULTS OF SEGMENTS
NWN GAS UTILITY SEGMENT RESULTS. NWN Gas Utility results were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | QTD Change | YTD Change | |||||||||||||||||||||||||||||||||||
| In thousands, except per share data | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||
Margin(1) | $ | 81,393 | $ | 68,922 | $ | 465,437 | $ | 397,381 | $ | 12,471 | $ | 68,056 | ||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||||||||
| Operations and maintenance | 61,945 | 54,101 | 190,876 | 174,519 | 7,844 | 16,357 | ||||||||||||||||||||||||||||||||
| General taxes | 11,006 | 10,082 | 36,845 | 36,114 | 924 | 731 | ||||||||||||||||||||||||||||||||
| Depreciation | 37,318 | 31,826 | 109,293 | 94,074 | 5,492 | 15,219 | ||||||||||||||||||||||||||||||||
| Total operating expenses | 110,269 | 96,009 | 337,014 | 304,707 | 14,260 | 32,307 | ||||||||||||||||||||||||||||||||
| Income (loss) from operations | (28,876) | (27,087) | 128,423 | 92,674 | (1,789) | 35,749 | ||||||||||||||||||||||||||||||||
| Other expense, net | (45) | 165 | (3,594) | (1,657) | (210) | (1,937) | ||||||||||||||||||||||||||||||||
| Interest expense, net | 14,596 | 14,988 | 45,082 | 46,208 | (392) | (1,126) | ||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | (43,517) | (41,910) | 79,747 | 44,809 | (1,607) | 34,938 | ||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | (12,529) | (11,506) | 22,040 | 12,485 | (1,023) | 9,555 | ||||||||||||||||||||||||||||||||
| Net income (loss) | $ | (30,988) | $ | (30,404) | $ | 57,707 | $ | 32,324 | $ | (584) | $ | 25,383 | ||||||||||||||||||||||||||
EPS(2) | $ | (0.75) | $ | (0.79) | $ | 1.42 | $ | 0.84 | $ | 0.04 | $ | 0.58 | ||||||||||||||||||||||||||
(1) See NWN Gas Utility Margin Table below for additional detail.
(2) Non-GAAP financial measure. See Non-GAAP Financial Measures—Segment Earnings Per Share for definition, reconciliation and additional information.
THREE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO SEPTEMBER 30, 2024. The primary factors contributing to the $0.6 million increase in NWN Gas Utility net loss were as follows:
•$7.8 million increase in operations and maintenance expenses due primarily to higher contract labor costs and payroll and benefit costs; and
•$5.5 million increase in depreciation expense due to additional capital investments; partially offset by
•$12.5 million increase in margin driven by new rates on November 1, 2024 for Oregon. See the NWN Gas Utility margin table below for additional margin detail.
For the three months ended September 30, 2025, total NWN Gas Utility volumes sold and delivered decreased 6.9 million compared to the same period in 2024, primarily due to lower usage from pulp and paper industrial sales and transportation customers.
NINE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO SEPTEMBER 30, 2024. The primary factors contributing to the $25.4 million, increase in NWN Gas Utility net income were as follows:
•$68.1 million increase in margin driven by new rates on November 1, 2024 for Oregon customers; partially offset by a decrease in the amortization of deferred balances. See the NWN Gas Utility margin table below for additional margin detail.
The increase in margin was partially offset by the following items:
•$16.4 million increase in operations and maintenance expenses due primarily to higher payroll and benefit costs and an increase in contract labor costs;
•$15.2 million increase in depreciation expense due to additional capital investments; and
•$9.6 million increase in income tax expense due to higher pre-tax income.
For the nine months ended September 30, 2025, total NWN Gas Utility volumes sold and delivered decreased $24.0 million compared to the same period in 2024 primarily due to lower usage from pulp and paper industrial sales and transportation customers and residential and commercial sales customers.
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NWN GAS UTILITY MARGIN TABLE. The following table summarizes the composition of gas volumes, revenues, and cost of sales:
| Three Months Ended September 30, | Nine Months Ended September 30, | Favorable/ (Unfavorable) | ||||||||||||||||||||||||||||||||||||
| In thousands, except degree day and customer data | 2025 | 2024 | 2025 | 2024 | QTD Change | YTD Change | ||||||||||||||||||||||||||||||||
| Volumes (therms) | ||||||||||||||||||||||||||||||||||||||
| Residential and commercial sales | 53,981 | 55,692 | 464,588 | 474,981 | (1,711) | (10,393) | ||||||||||||||||||||||||||||||||
| Industrial sales and transportation | 96,881 | 102,066 | 327,256 | 340,840 | (5,185) | (13,584) | ||||||||||||||||||||||||||||||||
| Total volumes sold and delivered | 150,862 | 157,758 | 791,844 | 815,821 | (6,896) | (23,977) | ||||||||||||||||||||||||||||||||
| Operating Revenues | ||||||||||||||||||||||||||||||||||||||
| Residential and commercial sales | $ | 97,748 | $ | 90,850 | $ | 679,758 | $ | 647,326 | $ | 6,898 | $ | 32,432 | ||||||||||||||||||||||||||
| Industrial sales and transportation | 16,209 | 17,504 | 56,287 | 61,229 | (1,295) | (4,942) | ||||||||||||||||||||||||||||||||
| Other distribution revenues | 940 | 770 | 3,880 | 3,535 | 170 | 345 | ||||||||||||||||||||||||||||||||
| Other regulated services | 5,169 | 4,880 | 15,506 | 14,640 | 289 | 866 | ||||||||||||||||||||||||||||||||
| Total operating revenues | 120,066 | 114,004 | 755,431 | 726,730 | 6,062 | 28,701 | ||||||||||||||||||||||||||||||||
| Less: Cost of gas | 32,188 | 38,743 | 248,563 | 287,542 | 6,555 | 38,979 | ||||||||||||||||||||||||||||||||
| Less: Environmental remediation expense | 1,247 | 1,151 | 9,796 | 9,226 | (96) | (570) | ||||||||||||||||||||||||||||||||
| Less: Revenue taxes | 5,238 | 5,188 | 31,635 | 32,581 | (50) | 946 | ||||||||||||||||||||||||||||||||
| Margin | $ | 81,393 | $ | 68,922 | $ | 465,437 | $ | 397,381 | $ | 12,471 | $ | 68,056 | ||||||||||||||||||||||||||
Margin(1) | ||||||||||||||||||||||||||||||||||||||
| Residential and commercial sales | $ | 67,262 | $ | 55,538 | $ | 420,533 | $ | 352,679 | $ | 11,724 | $ | 67,854 | ||||||||||||||||||||||||||
| Industrial sales and transportation | 7,551 | 7,456 | 24,426 | 24,892 | 95 | (466) | ||||||||||||||||||||||||||||||||
Gain (loss) from gas cost incentive sharing(2) | 477 | 375 | 1,106 | 1,875 | 102 | (769) | ||||||||||||||||||||||||||||||||
| Other margin | 934 | 676 | 3,866 | 3,302 | 258 | 564 | ||||||||||||||||||||||||||||||||
| Other regulated services | 5,169 | 4,877 | 15,506 | 14,633 | 292 | 873 | ||||||||||||||||||||||||||||||||
| Margin | $ | 81,393 | $ | 68,922 | $ | 465,437 | $ | 397,381 | $ | 12,471 | $ | 68,056 | ||||||||||||||||||||||||||
| Cost of Gas Detail | ||||||||||||||||||||||||||||||||||||||
Volumes sold (therms)(3) | 72,800 | 74,574 | 532,458 | 543,625 | (1,774) | (11,167) | ||||||||||||||||||||||||||||||||
| Average cost of gas (cents per therm) | $ | 0.44 | $ | 0.52 | $ | 0.47 | $ | 0.53 | $ | (0.08) | $ | (0.06) | ||||||||||||||||||||||||||
Degree days(4) | ||||||||||||||||||||||||||||||||||||||
Average(5) | 10 | 9 | 1,633 | 1,642 | 1 | (9) | ||||||||||||||||||||||||||||||||
| Actual | — | — | 1,406 | 1,424 | — | % | (1) | % | ||||||||||||||||||||||||||||||
Percent (warmer) colder than average weather(6) | NM | NM | (14) | % | (13) | % | ||||||||||||||||||||||||||||||||
| As of September 30, | ||||||||||||||||||||||||||||||||||||||
| Meters | 2025 | 2024 | Change | Growth | ||||||||||||||||||||||||||||||||||
| Residential | 736,002 | 730,236 | 5,766 | 0.8% | ||||||||||||||||||||||||||||||||||
| Commercial | 68,975 | 69,138 | (163) | (0.2)% | ||||||||||||||||||||||||||||||||||
| Industrial | 1,040 | 1,047 | (7) | (0.7)% | ||||||||||||||||||||||||||||||||||
| Total | 806,017 | 800,421 | 5,596 | 0.7% | ||||||||||||||||||||||||||||||||||
(1) Amounts reported as NWN Gas Utility margin for each category of meters are operating revenues less cost of gas, environmental remediation expense and revenue taxes, subject to earnings test considerations, as applicable.
(2) For additional information regarding NW Natural's gas cost incentive sharing mechanism, see Part II, Item 7 "Results of Operations—Regulatory Matters—Rate Mechanisms—Gas Reserves" in NW Natural's 2024 Form 10-K.
(3) This calculation excludes volumes delivered to industrial transportation customers.
(4) Heating degree days are units of measure reflecting temperature-sensitive consumption of natural gas, calculated by subtracting the average of a day's high and low temperatures from 59 degrees Fahrenheit.
(5) Average weather represents the 25-year average of heating degree days. Beginning November 1, 2024, average weather is calculated over the period June 1, 1998 through May 31, 2023, as determined in NW Natural's 2024 Oregon general rate case. From November 1, 2022 through October 31, 2024, average weather was calculated over the period June 1, 1996 through May 31, 2021, as determined in NW Natural's 2022 Oregon general rate case.
(6) NM indicates that the calculated value is not meaningful.
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SIENERGY GAS UTILITY SEGMENT RESULTS. SiEnergy results and highlights include:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||
| In thousands, except per share data | 2025 | 2025 | |||||||||
Margin(1) | $ | 8,581 | $ | 30,326 | |||||||
| Operating expenses: | |||||||||||
| Operations and maintenance | 2,215 | 5,809 | |||||||||
| General taxes | 338 | 821 | |||||||||
| Depreciation | 1,620 | 6,086 | |||||||||
| Total operating expenses | 4,173 | 12,716 | |||||||||
| Income from operations | 4,408 | 17,610 | |||||||||
| Other income, net | 170 | 369 | |||||||||
| Interest expense, net | 2,453 | 7,031 | |||||||||
| Income before income taxes | 2,125 | 10,948 | |||||||||
| Income tax expense | 560 | 2,864 | |||||||||
| Net income | $ | 1,565 | $ | 8,084 | |||||||
EPS(2) | $ | 0.04 | $ | 0.20 | |||||||
(1) See SiEnergy Gas Utility Margin Table below for additional detail.
(2) Non-GAAP financial measure. See Non-GAAP Financial Measures—Segment Earnings Per Share for definition, reconciliation and additional information.
SiEnergy was acquired by NW Holdings on January 7, 2025. Results for SiEnergy for the period from January 7, 2025 to September 30, 2025 are presented in the table above. SiEnergy acquired Pines on June 2, 2025, and Pines results from June 2, 2025 to September 30, 2025 are included in the table above. Prior to January 7, 2025, NW Holdings did not operate any assets that fall within its SiEnergy Gas Utility segment.
55
SIENERGY GAS UTILITY MARGIN TABLE. The following table summarizes the composition of gas volumes, revenues, and cost of sales:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||
| In thousands, except degree day and customer data | 2025 | 2025 | |||||||||
| Volumes (therms) | |||||||||||
| Residential and commercial sales | 2,643 | 20,889 | |||||||||
| Transportation | 1,124 | 3,360 | |||||||||
| Total volumes sold and delivered | 3,767 | 24,249 | |||||||||
| Operating Revenues | |||||||||||
| Residential and commercial sales | $ | 10,947 | $ | 43,501 | |||||||
| Transportation | 191 | 585 | |||||||||
| Other distribution revenues | 683 | 1,903 | |||||||||
| Total operating revenues | 11,821 | 45,989 | |||||||||
| Less: Cost of gas | 2,950 | 14,230 | |||||||||
| Less: Revenue taxes | 290 | 1,433 | |||||||||
| Margin | $ | 8,581 | $ | 30,326 | |||||||
Margin(1) | |||||||||||
| Residential and commercial sales | $ | 7,708 | $ | 27,854 | |||||||
| Transportation | 190 | 569 | |||||||||
| Other margin | 683 | 1,903 | |||||||||
| Margin | $ | 8,581 | $ | 30,326 | |||||||
| Cost of Gas Detail | |||||||||||
Volumes sold (therms)(2) | 2,643 | 20,889 | |||||||||
| Average cost of gas (cents per therm) | $ | 1.12 | $ | 0.68 | |||||||
Degree days(3) | |||||||||||
Average(4) | 3 | 768 | |||||||||
| Actual | 4 | 813 | |||||||||
Percent (warmer) colder than average weather(4) | 33 | % | 6 | % | |||||||
| Meters | As of 9/30/2025 | ||||||||||
| Residential | 86,306 | ||||||||||
| Commercial | 639 | ||||||||||
| Total | 86,945 | ||||||||||
(1) Amounts reported as SiEnergy margin for each category of meters are operating revenues less cost of gas and revenue taxes.
(2) This calculation excludes volumes delivered to transportation customers.
(3) Heating degree days are units of measure reflecting temperature-sensitive consumption of natural gas. SiEnergy calculates heating degree days by subtracting the average of a day's high and low temperatures from 65 degrees Fahrenheit.
(4) SiEnergy average weather represents the 10-year average of heating degree days. Beginning October 1, 2023 average weather is calculated over the period April 1, 2013 through March 31, 2023, as determined in SiEnergy's 2023 Texas general rate case.
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NWN WATER UTILITY SEGMENT RESULTS. NWN Water results and highlights include:
| Three Months Ended September 30, | Nine Months Ended September 30, | QTD Change | YTD Change | |||||||||||||||||||||||||||||||||||
| In thousands, except per share data | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Operating Revenues | $ | 18,627 | $ | 15,388 | $ | 48,830 | $ | 37,609 | $ | 3,239 | $ | 11,221 | ||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||||||||
| Operations and maintenance | 9,161 | 7,408 | 24,494 | 20,875 | 1,753 | 3,619 | ||||||||||||||||||||||||||||||||
| General taxes | 520 | 629 | 1,643 | 1,543 | (109) | 100 | ||||||||||||||||||||||||||||||||
| Revenue taxes | 141 | 87 | 289 | 149 | 54 | 140 | ||||||||||||||||||||||||||||||||
| Depreciation | 1,264 | 2,460 | 6,233 | 6,555 | (1,196) | (322) | ||||||||||||||||||||||||||||||||
| Other operating expenses | 1,006 | 1,008 | 2,297 | 2,439 | (2) | (142) | ||||||||||||||||||||||||||||||||
| Total operating expenses | 12,092 | 11,592 | 34,956 | 31,561 | 500 | 3,395 | ||||||||||||||||||||||||||||||||
| Income from operations | 6,535 | 3,796 | 13,874 | 6,048 | 2,739 | 7,826 | ||||||||||||||||||||||||||||||||
| Other income, net | 745 | 617 | 1,147 | 1,045 | 128 | 102 | ||||||||||||||||||||||||||||||||
| Interest expense, net | 799 | 758 | 2,335 | 2,993 | 41 | (658) | ||||||||||||||||||||||||||||||||
| Income before income taxes | 6,481 | 3,655 | 12,686 | 4,100 | 2,826 | 8,586 | ||||||||||||||||||||||||||||||||
| Income tax expense | 1,734 | 1,024 | 3,418 | 1,144 | 710 | 2,274 | ||||||||||||||||||||||||||||||||
| Net income | $ | 4,747 | $ | 2,631 | $ | 9,268 | $ | 2,956 | $ | 2,116 | $ | 6,312 | ||||||||||||||||||||||||||
EPS(1) | $ | 0.11 | $ | 0.07 | $ | 0.22 | $ | 0.08 | $ | 0.04 | $ | 0.14 | ||||||||||||||||||||||||||
| Connections | As of September 30, 2025 | As of September 30, 2024 | Change | Growth | ||||||||||||||||||||||||||||||||||
| Water and wastewater | 79,037 | 75,921 | 3,116 | 4.1 | % | |||||||||||||||||||||||||||||||||
(1) Non-GAAP financial measure. See Non-GAAP Financial Measures—Segment Earnings Per Share for definition, reconciliation and additional information.
THREE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO SEPTEMBER 30, 2024. The primary factors contributing to the $2.1 million, increase in net income were as follows:
•$3.2 million increase in operating revenues primarily driven by new rates at our largest utility in Arizona, additional revenues from the Infrastructure Capital Holdings acquisition, and organic customer growth; and
•$1.2 million decrease in depreciation expense driven by rate case updates to depreciation rates; partially offset by
•$1.8 million increase in operations and maintenance expenses primarily due to acquisitions.
NINE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO SEPTEMBER 30, 2024. The primary factors contributing to the $6.3 million, increase in net income were as follows:
•$11.2 million increase in operating revenues primarily driven by new rates at our largest utility in Arizona, additional revenues from the Infrastructure Capital Holdings acquisition, and organic customer growth; partially offset by
•$3.6 million increase in operations and maintenance expenses primarily due to acquisitions; and
•$2.3 million increase in income tax expense due primarily to higher pre-tax income.
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NW HOLDINGS OTHER RESULTS. Other results and highlights include:
| Three Months Ended September 30, | Nine Months Ended September 30, | QTD Change | YTD Change | |||||||||||||||||||||||||||||||||||
| In thousands, except per share data | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Operating Revenues | $ | 14,214 | $ | 7,541 | $ | 44,956 | $ | 17,779 | $ | 6,673 | $ | 27,177 | ||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||||||||
| Cost of gas | 4,290 | 159 | 14,129 | 47 | 4,131 | 14,082 | ||||||||||||||||||||||||||||||||
| Operations and maintenance | 3,464 | 2,431 | 18,354 | 7,110 | 1,033 | 11,244 | ||||||||||||||||||||||||||||||||
| General taxes | 202 | 174 | 604 | 550 | 28 | 54 | ||||||||||||||||||||||||||||||||
| Depreciation | 308 | 266 | 933 | 783 | 42 | 150 | ||||||||||||||||||||||||||||||||
| Other operating expenses | 440 | 552 | 1,701 | 1,810 | (112) | (109) | ||||||||||||||||||||||||||||||||
| Total operating expenses | 8,704 | 3,582 | 35,721 | 10,300 | 5,122 | 25,421 | ||||||||||||||||||||||||||||||||
| Income from operations | 5,510 | 3,959 | 9,235 | 7,479 | 1,551 | 1,756 | ||||||||||||||||||||||||||||||||
| Other income, net | 59 | 148 | 331 | 414 | (89) | (83) | ||||||||||||||||||||||||||||||||
| Interest expense, net | 12,587 | 3,314 | 35,873 | 9,701 | 9,273 | 26,172 | ||||||||||||||||||||||||||||||||
| Income before income taxes | (7,018) | 793 | (26,307) | (1,808) | (7,811) | (24,499) | ||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | (1,804) | 187 | (6,774) | (397) | (1,991) | (6,377) | ||||||||||||||||||||||||||||||||
| Net income (loss) | $ | (5,214) | $ | 606 | $ | (19,533) | $ | (1,411) | $ | (5,820) | $ | (18,122) | ||||||||||||||||||||||||||
EPS(1) | $ | (0.13) | $ | 0.01 | $ | (0.48) | $ | (0.04) | $ | (0.14) | $ | (0.44) | ||||||||||||||||||||||||||
(1) Non-GAAP financial measure. See Non-GAAP Financial Measures--Segment Earnings Per Share for definition, reconciliation and additional information.
THREE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO SEPTEMBER 30, 2024. The primary factors contributing to the $5.8 million, increase in net loss were as follows:
•$9.3 million increase in interest expense due primarily to higher long-term debt at NW Holdings from bonds issued in December 2024, Junior Subordinated Debentures issued in March 2025 and higher commercial paper balances; and
•$2.5 million increase primarily from NWN Renewables operating revenues net of cost of gas.
NINE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO SEPTEMBER 30, 2024. The primary factors contributing to the $18.1 million, increase in net loss were as follows:
•$26.2 million increase in interest expense due primarily to higher long-term debt at NW Holdings from bonds issued in December 2024, Junior Subordinated Debentures issued in March 2025 and higher commercial paper balances; and
•$11.2 million increase in operations and maintenance expenses due primarily to transaction and business development costs; partially offset by
•$13.1 million increase primarily from NWN Renewables operating revenues net of cost of gas.
CURRENT ECONOMIC AND POLITICAL CONDITIONS. Current economic and political conditions are reviewed and monitored on an ongoing basis, which include: inflation and interest rates, tariffs or trade restrictions, supply chain disruptions, impacts from the federal government shutdown, and other regulatory, physical or cyber related risks impacting our business. Further, we review U.S. federal, state and local policies, executive orders, rules, initiatives and other changes to fiscal, tax, regulation, environmental, climate and other federal policies that may impact our businesses, all of which could impact the conditions in which we operate.
We continue to evaluate the effect of additional tariffs on our businesses, specifically natural gas imports at our gas utilities. SiEnergy, located in Texas, does not import natural gas. NWN Gas Utility imported approximately 60% of our natural gas from Canada in 2024. NWN Gas Utility's third-party asset manager imports the majority of NWN Gas Utility's gas each year and is not subject to tariffs because they are a United States-Mexico-Canada Agreement (USMCA) certified importer of record. NWN Gas Utility is expected to be a USMCA certified importer in the future. We’ve evaluated tariffs across our businesses and at this time, we do not anticipate the currently proposed and recently implemented tariffs to have a material impact on our businesses.
Related to supply chains and lead times, these have returned to normal. For critical equipment and materials, we do extensive planning and make purchases in advance or maintain the appropriate amount of inventory to support our businesses.
For all of our businesses, we continuously monitor interest rates and financing options. Our regulated utilities generally recover interest expense on their long-term debt through their authorized cost of capital.
Regulatory Matters
For additional information, see Part II, Item 7 "Results of Operations—Regulatory Matters" in the 2024 Form 10-K.
58
NWN GAS UTILITY
NWN Gas Utility is subject to regulation by the OPUC and WUTC with respect to, among other matters, rates and terms of service, systems of accounts, and issuances of securities by NWN Gas Utility. At September 30, 2025, approximately 88% of NWN Gas Utility customers were located in Oregon, with the remaining 12% in Washington. Earnings and cash flows from natural gas distribution operations are largely determined by rates set in general rate cases and other proceedings in Oregon and Washington. They are also affected by weather, the local economies in Oregon and Washington, the pace of customer growth in the residential, commercial, and industrial markets, legislation and policy, customer preferences and NWN Gas Utility's ability to remain price competitive, control expenses, and obtain reasonable and timely regulatory recovery of its natural gas distribution-related costs, including operating expenses and investment costs in plant and other regulatory assets. NW Natural continuously evaluates the need for rate cases in its jurisdictions. See "Most Recent Completed Rate Cases" below.
NWN Gas Utility is subject to regulation by the OPUC and WUTC with respect to, among other matters, rates and terms of service, systems of accounts, and issuances of securities by NWN Gas Utility. At September 30, 2025, approximately 88% of NWN Gas Utility customers were located in Oregon, with the remaining 12% in Washington. Earnings and cash flows from natural gas distribution operations are largely determined by rates set in general rate cases and other proceedings in Oregon and Washington. They are also affected by weather, the local economies in Oregon and Washington, the pace of customer growth in the residential, commercial, and industrial markets, legislation and policy, customer preferences and NWN Gas Utility's ability to remain price competitive, control expenses, and obtain reasonable and timely regulatory recovery of its natural gas distribution-related costs, including operating expenses and investment costs in plant and other regulatory assets. NW Natural continuously evaluates the need for rate cases in its jurisdictions. See "Most Recent Completed Rate Cases" below.
Most Recent Completed Rate Cases
2025 OREGON RATE CASE. On October 24, 2025, the OPUC issued a final order in the Rate Case approving three prior multi-party stipulations and resolving the remaining open items in the Rate Case. New rates authorized by the OPUC were effective October 31, 2025. The final order provided for a total revenue requirement increase of $20.7 million over revenues from existing rates, which includes approximately $4.8 million related to an updated depreciation study. The revenue requirement is based on the following assumptions:
• Capital structure of 50% common equity and 50% long-term debt;
• Cost of long-term debt of 4.74%
• Return on equity of 9.5%, and
• Overall cost of capital of 7.12%
Average rate base after final adjustments for completed capital projects was $2.27 billion or an increase of $180.1 million since the last rate case.
WASHINGTON. On October 21, 2021, the WUTC issued an order concluding NW Natural's general rate case. The WUTC Order provided for an annual revenue requirement increase over two years, consisting of a 6.4% or $5.0 million increase in the first year beginning November 1, 2021 (Year One), and a 3.5% or $3.0 million increase in the second year beginning November 1, 2022 (Year Two). The increase is based on the following assumptions:
•Cost of capital of 6.814%; and
•Average rate base of $194.7 million, an increase of $20.9 million since the last rate case for capital expenditures already expended at the time of filing, with an additional expected $31.2 million increase in Year One, and an additional expected $21.4 million increase in Year Two, with the increases in Year One and Year Two relating to expected capital expenditures in those years.
The WUTC Order does not specify the underlying inputs to the cost of capital, including capital structure and return on equity. New rates authorized by the WUTC Order were effective November 1, 2021 for Year One and November 1, 2022 for Year Two. In September 2023, NW Natural received a letter of compliance from the WUTC acknowledging that the Year Two rates are no longer subject to review and refund.
Regulatory Proceeding Updates
2025 WASHINGTON RATE CASE. On August 29, 2025, NW Natural filed a request for a general rate increase with the WUTC under Washington's multi-year rate plan statute. Approximately 98,000 or 12% of NW Natural’s customers are in, and approximately 10% of NW Natural’s revenues are derived from Washington.
This multi-year rate plan filing includes requested increases in the annual revenue requirement over three years, consisting of a $25.6 million revenue increase in the first year beginning August 1, 2026 (Year 1), an $8.6 million revenue increase in the second year beginning August 1, 2027 (Year 2) and an $8.3 million revenue increase in the third year beginning August 1, 2028 (Year 3). The filing is based upon the following assumptions or requests:
| Year 1 | Year 2 | Year 3 | |||||||||||||||
| Revenue Requirement Increase | $25.6 million | $8.6 million | $8.3 million | ||||||||||||||
| Capital Structure | •48.0% long-term debt •1.0% short-term debt •51.0% common equity | •48.0% long-term debt •1.0% short-term debt •51.0% common equity | •48.0% long-term debt •1.0% short-term debt •51.0% common equity | ||||||||||||||
| Return on Equity | 10.1% | 10.2% | 10.2% | ||||||||||||||
| Overall Rate of Return | 7.505% | 7.623% | 7.661% | ||||||||||||||
| Average Rate Base | $341.8 million(1) | $381.4 million | $422.7 million | ||||||||||||||
(1) Represents an increase of $94.5 million since the last rate case.
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The filing reflects the effects of inflation, an updated depreciation study, and long-planned investments primarily supporting system safety and reliability, including investments at NW Natural's Mist gas storage facility, modernization of metering infrastructure and replacement of end-of-life information technology.
NW Natural’s filing will be reviewed by the WUTC and other stakeholders. The process is anticipated to take up to 11 months with new rates expected to take effect August 1, 2026.
METER MODERNIZATION PROGRAM. In January 2024, NW Natural filed a request with the OPUC and WUTC to defer the incremental costs to replace or upgrade approximately 500,000 meters over four years. The deferral was approved by the WUTC in February 2024 and by the OPUC in February 2025. The amount deferred to a regulatory asset as of September 30, 2025 was approximately $3.5 million.
INTEGRATED RESOURCE PLAN (IRP). NW Natural generally files a full IRP biennially for Oregon and Washington with the OPUC and WUTC, respectively. NW Natural jointly filed its 2025 IRP for both Oregon and Washington on August 1, 2025. The 2025 IRP evaluates several scenarios based on a range of inputs and outlines the least-cost least-risk portfolio of resources required to meet future demand and environmental compliance obligations. With respect to IRPs generally, the WUTC issues letters of compliance and Oregon acknowledges the IRP Action Plan individually or in total. NW Natural anticipates that decisions from both the OPUC and WUTC will come in either the first or second quarter of 2026.
OREGON ENERGY FAIRNESS AND AFFORDABILITY ACT. In 2025, the State of Oregon enacted the Oregon Energy Fairness and Affordability Act (HB 3179). HB 3179 authorizes the OPUC to consider broader economic indicators when evaluating rate proposals and limits the frequency and timing of rate increases for electric and natural gas utilities. Specifically, NW Natural and other utilities are restricted from filing a new general rate case within 18 months of the effective date of the last general rate increase. This restriction will end on the earlier of January 2, 2027 or when the OPUC implements rules for multi-year rate plans. Utilities are not prohibited from seeking cost deferral during the 18-month period following a general rate case. HB 3179 also prevents utilities from increasing rates from November 1 through March 31 (during the winter heating season) and requires utilities to, at least annually, publish forecasts of expected rate adjustments for the following 12 months. HB 3179 additionally expands the authority of the OPUC to approve the issuance of rate recovery bonds to finance or refinance certain eligible utility capital expenditures, including a capital investment that will cause residential rates to increase by more than five percent. We expect that the new requirements may impact the timing and structure of future rate filings.
Rate Mechanisms
During 2025 and 2024, NW Natural's key approved rates and recovery mechanisms for each service area included:
| Oregon | Washington | |||||||||||||
2024 Rate Case (effective 11/1/2024) | 2022 Rate Case (effective 11/1/2022) | 2021 Rate Case (effective 11/1/2021) | ||||||||||||
| Authorized Rate Structure: | ||||||||||||||
| Return on Equity | 9.4% | 9.4% | ** | |||||||||||
| Rate of Return | 7.1% | 6.8% | 6.8% | |||||||||||
| Debt/Equity Ratio | 50%/50% | 50%/50% | ** | |||||||||||
| Key Regulatory Mechanisms: | ||||||||||||||
| Purchased Gas Adjustment (PGA) | X | X | X | |||||||||||
| Gas Cost Incentive Sharing | X | X | ||||||||||||
| Decoupling | X | X | ||||||||||||
| Weather Normalization (WARM) | X | X | ||||||||||||
| RNG Automatic Adjustment Clause | X | X | ||||||||||||
| Environmental Cost Recovery | X | X | X | |||||||||||
| Interstate Storage and Asset Management Sharing | X | X | X | |||||||||||
** The WUTC Order does not specify the underlying inputs to the cost of capital, including capital structure and return on equity.
As of May 1, 2024, non-utility Mist gas storage deliverability of 0.2 million therms per day and 1.15 Bcf of associated storage capacity was recalled on behalf of customers to serve core utility customer needs. Customer rate impacts of this recall began on November 1, 2024.
As of May 1, 2025, additional non-utility Mist gas storage deliverability of 0.2 million therms per day and 0.28 Bcf of associated storage capacity was recalled on behalf of customers to serve core utility customer needs. Customer rate impacts of this recall will begin on November 1, 2025.
PURCHASED GAS ADJUSTMENT. Rate changes are established for NW Natural each year under purchased gas adjustment (PGA) mechanisms in Oregon and Washington to reflect changes in the expected cost of natural gas commodity purchases. The
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PGA filings include costs for gas purchases, gas commodity derivative contracts, gas storage costs, gas reserves costs, pipeline demand costs, renewable natural gas and its environmental attributes, including renewable thermal certificates, and temporary rate adjustments, which amortize balances of deferred regulatory accounts.
In September 2025, NW Natural filed its annual PGAs and received approval from both OPUC and WUTC in October. The PGA rate changes became effective on October 31, 2025, in Oregon and on November 1, 2025, in Washington. Rates vary between states due to different rate structures, rate mechanisms and hedging policies.
Each year, NW Natural hedges gas prices on a portion of NW Natural's annual sales requirement based on normal weather, including both physical and financial hedges. As of September 30, 2025, NW Natural's forecasted sales volume was hedged at approximately 78% in total for the 2025-26 gas year, including 63% in financial hedges and 15% in physical gas supplies. The total hedged was approximately 83% in Oregon and 33% in Washington.
For the subsequent two gas years, NW Natural is hedged in total between 15% and 25% for annual requirements. Hedge levels are subject to change based on actual load volumes, which depend to a certain extent on weather, economic conditions, and estimated gas reserve production. Also, gas storage inventory levels may increase or decrease with storage expansion, changes in storage contracts with third parties, variations in the heat content of the gas, and or storage recall by NW Natural. We will continue to monitor gas prices as we fill storage and look at hedging plans for future gas years. Gas purchases and hedges entered into for the upcoming PGA year were included in the Company’s PGA filings in Oregon and Washington.
Under the current PGA mechanism in Oregon, there is an incentive sharing provision whereby NW Natural is required to select each year an 80% deferral or a 90% deferral of higher or lower actual gas costs compared to estimated PGA prices, such that the impact on NW Natural's current earnings from the incentive sharing is either 20% or 10% of the difference between actual and estimated gas costs, respectively. For the 2025-26 and 2024-25 gas years, NW Natural selected the 90% deferral option. Under the Washington PGA mechanism, NW Natural defers 100% of the higher or lower actual gas costs, and those gas cost differences are passed on to customers through the annual PGA rate adjustment.
CLIMATE COMMITMENT ACT. Washington has enacted the Climate Commitment Act (CCA), which establishes a comprehensive program that includes an overall limit for GHG emissions from major sources in the state that declines yearly. The program began January 1, 2023. In December 2024, the WUTC re-authorized a CCA cost recovery mechanism with a rate effective date of January 1, 2025. Under this mechanism, NW Natural recovers CCA costs and will defer any difference between forecasted and actual costs in the following year. Additionally, under the approved tariff, proceeds from the sale of allowances, which is required under the CCA, would be used to offset CCA compliance costs for low-income customers. Any remaining proceeds would benefit other customers through fixed bill credits or use in other carbon reduction programs.
Additionally in December 2023, the WUTC approved a request to modify NW Natural's CCA deferral to allow for the recovery of interest from customers based on the actual cash paid for purchases of allowances, less proceeds received from the sale of allowances.
EARNINGS TEST REVIEW. NW Natural is subject to an annual earnings review in Oregon to determine if the NWN Gas Utility business is earning above its authorized ROE threshold. If NWN Gas Utility business earnings exceed a specific ROE level, then 33% of the amount above that level is required to be deferred or refunded to customers. Under this provision, if NW Natural selects the 80% deferral gas cost option, then NW Natural retains all earnings up to 150 basis points above the currently authorized ROE. If NW Natural selects the 90% deferral option, then it retains all earnings up to 100 basis points above the currently authorized ROE. For the 2025-26 and 2024-25 gas years, NW Natural selected the 90% deferral option. The ROE threshold is subject to adjustment annually based on movements in long-term interest rates. For calendar year 2024, the ROE threshold was 10.40%. NWN Gas Utility filed the 2024 earnings test in April 2025, indicating no customer credit adjustment based on results, which was approved by the OPUC in July 2025. NW Natural does not expect a customer credit adjustment for 2025 based on preliminary results of the earnings test.
GAS RESERVES. In 2011, the OPUC approved the Encana gas reserves transaction to provide long-term gas price protection for NWN Gas Utility business customers and determined costs under the agreement would be recovered on an ongoing basis through the annual PGA mechanism. Gas produced from NWN Gas Utility's interests is sold at then prevailing market prices, and revenues from such sales, net of associated operating and production costs and amortization, are included in cost of gas. The cost of gas, including a carrying cost for the rate base investment made under the original agreement, is included in NWN Gas Utility's annual Oregon PGA filing, which allows NWN Gas Utility to recover these costs through customer rates. The net investment under the original agreement earns a rate of return.
In 2014, NWN Gas Utility amended the original gas reserves agreement in response to Encana's sale of its interest in the Jonah field located in Wyoming to Jonah Energy. Under the amended agreement with Jonah Energy, NWN Gas Utility has the option to invest in additional wells on a well-by-well basis with drilling costs and resulting gas volumes shared at the amended proportionate working interest for each well in which NWN Gas Utility invests. Volumes produced from the additional wells drilled after the amended agreement are included in NWN Gas Utility's Oregon PGA at a fixed rate of $0.4725 per therm. NWN Gas Utility has not participated in additional wells since 2014.
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DECOUPLING. In Oregon, NW Natural has a partial decoupling mechanism that covers residential and some commercial sales customers. Decoupling is intended to break the link between revenue and the quantity of gas consumed by customers, removing any financial incentive to discourage customers’ efforts to conserve energy. This mechanism employs a use-per-customer decoupling calculation, which adjusts margin revenues to account for the difference between actual and expected customer volumes. The margin adjustment resulting from differences between actual and expected volumes under the decoupling component is recorded to a deferral account, which is included along with the annual PGA filing. The 2025 Oregon general rate case reset the Oregon decoupling baseline usage per customer.
WARM. In Oregon, NW Natural has an approved weather normalization mechanism (WARM), which is applied to residential and small commercial customer bills. This mechanism is designed to help stabilize the collection of fixed costs by adjusting residential and small commercial customer billings based on temperature variances from average weather, with rate decreases when the weather is colder than average and rate increases when the weather is warmer than average. The mechanism is applied to bills from December through mid-May of each heating season. The mechanism adjusts the margin component of customers’ rates to reflect average weather, which uses the 25-year average temperature for each day of the billing period. Daily average temperatures and 25-year average temperatures are based on a set point temperature of 59 degrees Fahrenheit for residential customers and 58 degrees Fahrenheit for commercial customers. The collections of any unbilled WARM amounts due to tariff caps and floors are deferred and earn a carrying charge until collected, or returned, along with the PGA the following year. Residential and small commercial customers in Oregon are allowed to opt out of the weather normalization mechanism, and as of September 30, 2025, 7% of total eligible customers had opted out. NW Natural does not have a weather normalization mechanism approved for Washington customers, which account for about 12% of total customers.
RENEWABLE NATURAL GAS AND AUTOMATIC ADJUSTMENT CLAUSE. Oregon Senate Bill 98 (SB 98) enables natural gas utilities to procure or develop RNG, including hydrogen, on behalf of their Oregon customers. The legislation and rules set voluntary goals for adding as much as 30% RNG into the state’s pipeline system by 2050; enables gas utilities to invest in and own the cleaning and conditioning equipment required to bring raw biogas and landfill gas up to pipeline quality, as well as the facilities to connect to the local gas distribution system; and allowing up to 5% of a utility’s revenue requirement to be used to cover the incremental cost or investment in RNG infrastructure.
Investments in RNG facilities are recovered through an automatic adjustment clause that allows recovery of NW Natural's investments in RNG projects, including operating costs, to be added to rates annually on November 1st, following a prudence review. The RNG recovery mechanism allows NW Natural to defer for recovery or credit the differences between the forecasted and actual costs of the RNG projects, subject to an earnings test that includes deadbands at 50 basis points below and above NW Natural's authorized ROE. For RNG procurement contracts, NW Natural seeks recovery of the costs along with the PGA, subject to a prudence review.
NW Natural has two investments in RNG facilities the OPUC has approved for recovery in rates. NW Natural filed the 2024 earnings test in April 2025, indicating no adjustment based on results. The OPUC approved the 2024 earnings test in July 2025.
ENVIRONMENTAL COST DEFERRAL AND RECOVERY. NW Natural has authorizations in Oregon and Washington to defer costs related to remediation of properties that are owned or were previously owned by NW Natural. In Oregon, a Site Remediation and Recovery Mechanism (SRRM) is currently in place to recover prudently incurred costs allocable to Oregon customers, subject to an earnings test. Effective beginning November 1, 2019, the WUTC authorized an Environmental Cost Recovery Mechanism (ECRM) for recovery of prudently incurred costs allocable to Washington customers.
Oregon SRRM
Under the Oregon SRRM collection process there are three types of deferred environmental remediation expense:
•Pre-review - This class of costs represents remediation spend that has not yet been deemed prudent by the OPUC. Carrying costs on these remediation expenses are recorded at NW Natural's authorized cost of capital. NW Natural anticipates the prudence review for annual costs and approval of the earnings test prescribed by the OPUC to occur by the third quarter of the following year.
•Post-review - This class of costs represents remediation spend that has been deemed prudent and allowed after applying the earnings test, but is not yet included in amortization. NW Natural earns a carrying cost on these amounts at a rate equal to the five-year treasury rate plus 100 basis points.
•Amortization - This class of costs represents amounts included in current customer rates for collection and is calculated as one-fifth of the post-review deferred balance. NW Natural earns a carrying cost equal to the amortization rate determined annually by the OPUC, which approximates a short-term borrowing rate. NW Natural included $8.8 million and $9.6 million of deferred remediation expense approved by the OPUC for collection during the 2024-25 and 2023-24 PGA years, respectively.
In addition, the SRRM also provides for the annual collection of $5.0 million from Oregon customers through a tariff rider. As it collects amounts from customers, NW Natural recognizes these collections as revenue net of any earnings test adjustments and separately amortizes an equal and offsetting amount of the deferred regulatory asset balance through the environmental remediation operating expense line shown separately in the operating expenses section of the Consolidated Statements of Comprehensive Income (Loss). For additional information, see Note 17 in the 2024 Form 10-K.
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The SRRM earnings test is an annual review of adjusted NWN Gas Utility ROE compared to authorized NWN Gas Utility ROE. To apply the earnings test NW Natural must first determine what if any costs are subject to the test through the following calculation:
| Annual spend | ||
| Less: $5.0 million base rate rider | ||
Prior year carry-over(1) | ||
| $5.0 million insurance + interest on insurance | ||
| Total deferred annual spend subject to earnings test | ||
| Less: over-earnings adjustment, if any | ||
Add: deferred interest on annual spend(2) | ||
| Total amount transferred to post-review | ||
(1) Prior year carry-over results when the prior year amount transferred to post-review is negative. The negative amount is carried over to offset annual spend in the following year.
(2) Deferred interest is added to annual spend to the extent the spend is recoverable.
To the extent the NWN Gas Utility business earns at or below its authorized ROE as defined in the SRRM, the total amount transferred to post-review is recoverable through the SRRM. To the extent more than authorized ROE is earned in a year, the amount transferred to post-review would be reduced by those earnings that exceed its authorized ROE. NW Natural concluded there was no earnings test adjustment for 2024 based on the environmental earnings test that was filed in April 2025 and approved by the OPUC in July 2025.
Washington ECRM
The ECRM established by the WUTC order effective November 1, 2019 permits NW Natural’s recovery of environmental remediation expenses allocable to Washington customers. These expenses represent 3.32% of costs associated with remediation of sites that historically served both Oregon and Washington customers. The order allows for recovery of past deferred and future prudently incurred remediation costs allocable to Washington through application of insurance proceeds and collections from customers. Prudently incurred costs that were deferred from the initial deferral authorization in February 2011 through June 2019 were fully offset with insurance proceeds, with any remaining insurance proceeds to be amortized over a 10.5 year period. On an annual basis NW Natural will file for a prudence determination and a request to recover remediation expenditures in excess of insurance amortizations in the following year's customer rates. After insurance proceeds are fully amortized, if in a particular year the request to collect deferred amounts exceeds one percent of Washington normalized revenues, then the excess will be collected over three years with interest.
INTERSTATE STORAGE AND ASSET MANAGEMENT SHARING. On an annual basis, NW Natural credits amounts to Oregon and Washington customers as part of a regulatory incentive sharing mechanism related to net revenues earned from Mist gas storage for assets developed in advance of utility customer needs, and asset management revenues. In January 2025, the OPUC approved the annual 2025 bill credit for Oregon customers' share of interstate storage and asset management activities totaling approximately $15.5 million, which was credited to customers' bills in February 2025. This includes revenue generated for the November 2023 through October 2024 PGA year. Credits are given to customers in Washington as reductions in rates through the annual PGA filing in November.
SIENERGY GAS UTILITY
Most Recently Completed Rate Case
SiEnergy Gas Utility's natural gas distribution business is located in Texas and primarily serves customers in the Houston, Dallas, and Austin metropolitan areas. Under Texas' regulatory paradigm, original jurisdiction over natural distribution rates is shared between the Railroad Commission of Texas (RRC) and the municipalities where the utility provides service. The RRC has exclusive original jurisdiction over natural gas utility rates in areas outside of municipalities. A municipality has original jurisdiction over the rates, operations and services provided by any gas utility distributing natural gas within city or town limits, unless it has surrendered its original jurisdiction to the RRC. However, any municipal rate decision can be appealed to the RRC, which will conduct its own review, including compiling a new evidentiary record. SiEnergy's last general rate case was settled in 2023 with new rates effective in September 2023. As part of the black box settlement, SiEnergy's annual revenue requirement increased by $5.5 million based on an approved net plant amount of approximately $151.6 million through March 31, 2023. Given the nature of the black box settlement, SiEnergy's authorized rate of return and capital structure were not specified.
SiEnergy does not currently have any open or ongoing general rate cases and is continuously evaluating the need for future general rate cases.
Regulatory Proceeding Updates
TEXAS HOUSE BILL 4384. In June 2025, Texas House Bill 4384 was signed into law, allowing gas utilities in Texas to defer, and later recover, specific costs related to property, plant and equipment placed in service, but not yet reflected in base rates, including depreciation, ad valorem taxes, and carrying cost. The RRC is required to adopt rules to implement the new law within
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270 days of the effective date. SiEnergy applied the new provisions to property, plant and equipment placed in service but not yet reflected in rates in the third quarter of 2025. The impact was not material for third quarter results.
CUSTOMER RATE RELIEF BONDS. In February 2022, the RRC issued a Financing Order to the Texas Public Financing Authority (TPFA) authorizing the issuance of the customer rate relief bonds to securitize the aggregated extraordinary costs associated with Winter Storm Uri for all participating natural gas utilities. In March 2023, the bonds were issued by the TPFA and $18.8 million of proceeds were received by SiEnergy. The majority of the proceeds were used to pay down the related long-term debt. SiEnergy began billing and collecting customer rate relief charges from customers in October 2023. Customer rate relief charges collected by SiEnergy are owned by the TPFA and are remitted to the TPFA on a monthly basis.
NWN WATER UTILITY
NWN Water Utility currently serves approximately 197,000 people through over 79,000 connections across six states. The wholly-owned regulated water businesses of NWN Water are subject to regulation by the utility commissions in the states in which they are located, which currently includes Oregon, Washington, Arizona, Idaho, and Texas. The wholly-owned regulated wastewater businesses of NWN Water are subject to regulation by the utility commissions in the states in which they are located, which currently includes Texas and Arizona. In addition, NWN Water includes wholly-owned unregulated wastewater businesses in Oregon, Washington, and Idaho.
Most Recently Completed Rate Cases
•Foothills water and sewer utilities completed a general rate case in Arizona with the Arizona Corporation Commission (ACC) with new rates effective November 1, 2024. The rate case resulted in a $0.9 million revenue requirement increase for water customers and a $3.0 million revenue requirement increase for sewer customers based on a regulated capital structure of 55% equity and 45% debt and a 9.55% ROE.
•Sunriver Water completed a general rate case in Oregon with the OPUC with new rates effective November 1, 2024. The rate case resulted in a $0.4 million revenue requirement increase for water customers based on a capital structure of 50% Equity and 50% Debt and a 9.5% ROE.
•Avion Water, a regulated water company in Oregon, for which NWN Water owns approximately 47.9%, completed a general rate case with the OPUC with new rates effective February 1, 2025. The rate case resulted in a $1.3 million revenue requirement increase based on a capital structure of 51.35% Equity and 48.65% Debt and a 9.5% ROE.
•Suncadia Water, a regulated water company in Washington, completed a general rate case with the WUTC with new rates effective July 1, 2025. The rate case resulted in a $0.3 million revenue requirement increase based on a settlement with all parties.
•Gem State Water, a regulated water company in Idaho, completed a general rate case with the IPUC with new rates effective August 1, 2025. The rate case resulted in a $0.4 million revenue requirement increase based on a capital structure of 55% Equity and 45% Debt and a 9.8% ROE.
•Falls Water, a regulated water company in Idaho, completed a general rate case with the IPUC with new rates effective September 1, 2025. The rate case resulted in a $0.6 million revenue requirement increase based on a capital structure of 55% Equity and 45% Debt and a 9.8% ROE.
•Cascadia Water, a regulated water company in Washington State, completed a general rate case with the WUTC with new rates effective October 21, 2025. The rate case resulted in a $1.1 million revenue requirement increase for water customers.
•South Coast Water, a regulated water company in Oregon, completed a general rate case with the OPUC with new rates effective August, 15, 2025. The rate case resulted in a $0.023 million revenue requirement increase and a 9.5% ROE.
•Seavey Loop Water, a regulated water company in Oregon, completed a general rate case with the OPUC with new rates effective October, 1st, 2025. The rate case resulted in a $0.043 million revenue requirement increase and a 9.5% ROE.
Regulatory Proceeding Updates
•Foothills Utilities implemented, effective June 24, 2025, a surcharge associated with its new wastewater reclamation facility that is designed to recover an additional $0.75 million of revenue requirement annually.
•Blue Topaz water utility in Texas received approval of the acquisition of a water utility with approximately 700 connections in Texas. After completing a fair market valuation process through the Public Utility Commission of Texas (PUCT), NWN Water filed the application with the PUCT in the first quarter of 2024. The acquisition closed in the first quarter of 2025.
•Blue Topaz water utility in Texas is seeking approval of the acquisition of a water utility with approximately 1,500 connections in Texas. After completing a fair market valuation process through the PUCT, Blue Topaz filed the application in the second quarter of 2025. The application has been approved and the acquisition is expected to close in the fourth quarter of 2025.
OTHER
NW Natural's interstate storage activities at its Mist Storage facility are subject to regulation by the OPUC, WUTC, and the Federal Energy Regulatory Commission (FERC) with respect to, among other matters, rates and terms of service. The OPUC also regulates intrastate storage services at Mist, while FERC regulates interstate storage services at Mist. The FERC uses a maximum cost of service model which allows for gas storage prices to be set at or below the cost of service as approved by each
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agency in their last regulatory filing. The OPUC Schedule 80 rates are tied to the FERC rates, and are updated whenever NW Natural modifies FERC maximum rates. NW Natural is required under its Mist interstate storage certificate authority and rate approval orders to file every five years either a petition for rate approval or a cost and revenue study to change or justify maintaining the existing rates for its interstate storage services. NW Natural filed a rate petition with the FERC in August 2023 and the revised rates were effective beginning September 1, 2023.
Other Legislative Matters
On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law. OBBBA includes a range of tax reform provisions. We completed our evaluation of the legislation and do not expect it to have a material impact on our results of operations, liquidity or capital resources.
Environmental Regulation and Legislation Matters
Certain of our businesses, including our natural gas businesses, are subject to or likely to be affected by current or future legislation, regulation, directed government funding, penalties for non-compliance, litigation and other forms of policies or actions seeking to regulate GHG emissions, including, but not limited to: GHG emissions limits, reporting requirements, carbon taxes, requirements to purchase carbon credits, building codes, efficiency standards, charges to fund energy efficiency activities or other regulatory actions, incentives or mandates to conserve energy or use renewable energy sources, tax advantages or other subsidies to support alternative energy sources, a reduction in rate recovery for construction costs related to the installation of new customer services or other new infrastructure investments, mandates for the use of specific fuels or technologies, bans on specific fuels or technologies, or promotion of research into new technologies to reduce the cost and increase the scalability of alternative energy sources.
Federal
A number of federal agencies currently regulate GHG emissions. For example, the EPA regulates GHG emissions pursuant to the Clean Air Act and requires the annual reporting of GHG emissions from certain industries, specified emission sources, and facilities. Under this reporting rule, our natural gas distribution businesses are required to report system throughput to the EPA on an annual basis. The EPA also has required additional GHG reporting regulations to which NW Natural is subject, requiring the annual reporting of fugitive emissions from operations.
During his administration, former President Biden advanced a range of climate-related initiatives through executive orders and agency actions. Federal legislation passed under the Biden administration, such as the Inflation Reduction Act of 2022 (IRA), included several climate and energy provisions. Upon taking office in January 2025, President Trump issued executive orders directing the U.S. Ambassador to the United Nations to withdraw from the Paris Agreement on Climate and declaring a “national energy emergency” in the United States. Additional executive orders have sought to promote energy independence and revoke Biden administration executive orders related to climate policy. In addition, the recently enacted One Big Beautiful Bill Act (OBBBA) includes provisions that phase out tax credits for certain renewable fuels projects. We expect continued changes to climate policy under the Trump Administration, including additional executive orders, regulations, programs and other federal actions. We are currently evaluating these developments but cannot predict the timing, form, or potential impact of future federal actions on our business.
Washington State
In 2024, Washington comprised approximately 10% of NW Natural’s revenues, as well as 2% and 13% of new meters from commercial and residential customers, respectively.
Effective February 2021, Washington state building codes (WSEC-2018) require new residential homes to meet energy efficiency standards based on carbon emissions assumptions that consider electric appliances to have lower on-site GHG emissions than comparable gas appliances. This increases the cost of constructing new homes with natural gas depending on a number of factors including home size, equipment configurations, and building envelope measures. In March 2024, rules enacted by the Washington State Building Code Council (SBCC) (WSEC-2021) took effect that modified the 2021 codes, and collectively, these rules generally have the effect of restricting or eliminating the use of gas space and water heating in new commercial and residential construction. The SBCC rules are currently subject to pending legal challenges.
In November 2024, Washington Ballot initiative I-2066 was passed. I-2066 was described on the ballot as prohibiting state and local governments from restricting access to natural gas, prohibiting the SBCC from discouraging or penalizing the use of natural gas in any building, requiring providers of natural gas to provide energy services regardless of the other energy sources available, and prohibiting the Washington Utilities and Transportation Commission (WUTC) from approving any multiyear rate plan requiring or incentivizing a natural gas company to terminate natural gas service or make such natural gas service cost-prohibitive. Although the SBCC has indicated that the current SBCC codes will remain in place while the SBCC investigates any changes necessary under I-2066, the King County Washington Superior Court recently issued a ruling declaring I-2066 invalid under the Washington state constitution. The plaintiffs have appealed such litigation, which is pending in the Washington Supreme Court. We cannot currently predict the ultimate outcome of such appeal, or if there will be any further changes to the SBCC codes.
In 2022, the state of Washington enacted the Climate Commitment Act (CCA), which establishes a comprehensive program that includes an overall limit for GHG emissions from major sources in the state that declines yearly beginning January 1, 2023,
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resulting in an overall reduction of GHG emissions to 95% below 1990 levels by 2050. The Washington Department of Ecology has adopted rules to create a cap-and-invest program, under which entities, including natural gas and electric utilities, large manufacturing facilities, and transportation and other fuel providers, which are subject to the CCA must either reduce their emissions, purchase qualifying offsets (including RNG) or obtain allowances to cover any remaining emissions. NW Natural is subject to the CCA, has received an order authorizing deferral of CCA costs from the WUTC, and is currently recovering CCA compliance costs in rates.
Oregon
In November 2024, the Environmental Quality Commission of the Oregon Department of Environmental Quality (ODEQ) issued final cap and reduce rules for its Climate Protection Program (CPP), which became effective on January 1, 2025. The CPP establishes a program to reduce GHG emissions from covered entities, including natural gas utilities, by 50% by 2035 and 90% by 2050 from a 2017-2019 baseline. The first compliance period for the CPP concludes December 31, 2027. ODEQ previously promulgated CPP rules in December 2021, but the Oregon Court of Appeals invalidated these previous CPP rules in December 2023 for the agency’s failure to comply with rulemaking requirements under state law. NW Natural received an order from the OPUC authorizing deferral of costs under the prior CPP and current CPP. NW Natural will pursue recovery of costs associated with compliance with the current CPP in rates. NW Natural is recovering in rates costs associated with RNG acquired pursuant to Senate Bill 98, which also supports compliance under CPP.
On October 25, 2024, the OPUC issued its final order related to our 2024 Oregon General Rate Case, approving the parties’ Stipulations and resolving remaining open items. The OPUC also ordered the phase out of NW Natural’s line extension allowance and ordered a downward adjustment to rate base of undepreciated line extension costs. NW Natural filed an appeal with the Oregon Court of Appeals on December 23, 2024, challenging the determination and the authority of the OPUC to take these actions and this litigation remains pending.
Local Jurisdictions and Other Advocacy
Advocacy groups have indicated a willingness to pursue municipal ordinances and ballot measures or other local activities disincentivizing gas infrastructure. A number of cities or counties across the country have taken action, and several in our service territory are considering actions such as limitations or bans on the use of natural gas in new construction or otherwise. For example, the Eugene City Council continues to develop a plan to address GHG emissions, align incentives around GHG emissions and to engage in a number of actions, including identifying potential revenue sources, like a gas supplier tax. Similarly, some jurisdictions and advocates are seeking to ban the use of natural gas and certain natural gas appliances inside homes contending that there are detrimental indoor health effects associated with the use of natural gas.
NW Natural is actively engaged with federal, state and local policymakers, consumers, customers, small businesses and other business coalitions, economic development practitioners, and other advocates in our service territory and is working with these communities to communicate the role that direct use natural gas, and in the coming years, RNG and hydrogen, can play in pursuing more effective policies to reduce GHGs while supporting reliability, resiliency, energy choice, equity, and energy affordability.
NW Natural Climate Initiatives and Compliance Actions
Our residential customers are currently paying approximately the same amount for their natural gas as they did 20 years ago. We expect that compliance with any form of regulation of GHG emissions will require additional resources and legislative or regulatory tools and will increase costs. The evolving guidance to implement the CCA and CPP, evolving carbon credit markets, decades-long compliance timeframes, likely changes in law and policy, and technological advancements, all make it difficult to accurately predict long-term tools for and costs of compliance. We are currently including costs of compliance with the CCA in rates. CCA compliance costs represent a 4.6% increase on residential bills starting on January 1, 2025, which is 7.5% lower than the compliance costs on average residential bills in the prior year. Low income customers do not participate in these compliance costs and are not impacted. NW Natural is currently recovering in Oregon rates certain investments in RNG and RNG offtakes, as well as costs related to NW Natural’s transportation energy efficiency program, all of which support NW Natural’s compliance under CPP.
We are not currently able to quantify the extent to which limitations on natural gas use, or declining line extension allowances provided in rates to cover construction costs for new services, will affect new meter additions, or to what extent carbon compliance costs included in rates will affect the competitiveness of our business and the demand for natural gas service. All of these developments could negatively affect our gas utility customer growth. However, at the same time, other sources of energy are or will be subject to, GHG-related compliance requirements that are likely to affect their cost and competitiveness relative to natural gas. For example, Oregon’s HB 2021 and Washington’s SB 5116 require certain GHG emissions reductions from electric utilities. We expect compliance with these and other laws will increase the cost of energy for electric customers in our service territory. We are not able to determine at this time whether increased electricity costs will make natural gas use more or less competitive on a relative basis.
We further expect these and other trends to drive innovation of, and demand for, technological developments and innovative new products that reduce GHG emissions. Research and development are occurring across the energy sector, including in the gas sector with work being conducted on gas heat pumps, higher efficiency water and space heating appliances including hybrid systems, carbon capture utilization and storage developments, continued development of technologies related to RNG, and various forms of hydrogen for different applications, among others.
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FINANCIAL CONDITION
Cash Flows
The following discussion of changes in cash flows refers to the consolidated results of NW Holdings, the substantial majority of which consist of the operating results of NW Natural. When significant activity exists at NW Holdings that does not exist at NW Natural, additional disclosure has been provided.
Operating Activities
Changes in operating cash flows are primarily affected by net income or loss, changes in working capital requirements, and other cash and non-cash adjustments to operating results.
| Nine Months Ended September 30, | ||||||||||||||||||||
| In thousands | 2025 | 2024 | YTD Change | |||||||||||||||||
| NW Holdings cash provided by operating activities | $ | 265,852 | $ | 219,697 | $ | 46,155 | ||||||||||||||
| NW Natural cash provided by operating activities | 276,419 | 232,634 | 43,785 | |||||||||||||||||
NINE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO SEPTEMBER 30, 2024. Cash provided by operating activities increased $46.2 million at NW Holdings and $43.8 million at NW Natural. The significant factors contributing to the increase at NW Natural were as follows:
•$28.1 million increase in net income;
•$19.7 million increase in income and other taxes payable;
•$15.4 million increase in depreciation;
•$13.6 million decrease in asset optimization revenue sharing bill credits;
•$12.3 million decrease in cloud-based software;
•$10.5 million increase in deferred income taxes;
•$9.4 million decrease in contributions to qualified defined benefit pension plans; and
•$8.8 million increase in asset optimization revenue sharing; partially offset by
•$45.5 million increase in gas costs;
•$23.1 million decrease in the decoupling mechanism primarily due to lower residential customer usage; and
•$11.5 million decrease in regulatory accounts.
The increase in cash provided by operating activities at NW Holdings was primarily driven by the NW Natural factors discussed above.
NW Holdings and NW Natural have lease and purchase commitments relating to their operating activities that are financed with cash flows from operations. For information on cash flow requirements related to leases and other purchase commitments, see Note 7 and Note 16 in the 2024 Form 10-K.
Investing Activities
| Nine Months Ended September 30, | ||||||||||||||||||||
| In thousands | 2025 | 2024 | YTD Change | |||||||||||||||||
| NW Holdings cash used in investing activities | $ | (667,480) | $ | (326,295) | $ | (341,185) | ||||||||||||||
| NW Natural cash used in investing activities | (264,987) | (267,081) | 2,094 | |||||||||||||||||
NINE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO SEPTEMBER 30, 2024. Cash used in investing activities increased $341.2 million at NW Holdings and decreased $2.1 million at NW Natural. The increase in cash used in investing activities at NW Holdings was primarily driven by the acquisition of SiEnergy on January 7, 2025, for which $271.1 million in cash consideration was paid, and the acquisition of Pines on June 2, 2025, for which $60.8 million in cash consideration was paid. In addition, NW Holdings capital expenditures were higher by $38.4 million, driven by continued investment in our natural gas, water and wastewater utility systems.
NW Holdings capital expenditures for 2025 are expected to be in the range of $450 million to $500 million and for the six-year period from 2025 to 2030 are expected to range from $2.5 billion to $2.7 billion. NWN Gas Utility capital expenditures for 2025 are expected to be in the range of $350 million to $380 million and for the six-year period from 2025 to 2030 are expected to be approximately 70% of NW Holdings expected capital expenditure range. SiEnergy capital expenditures for 2025 are expected to be in the range of $65 million to $75 million. NWN Water capital expenditures for 2025 are expected to be in the range of $35 million to $45 million.
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The timing and amount of the core capital expenditures and projects for 2025 and the next six years could change based on regulation, growth, and cost estimates. Additional investments in our infrastructure during and after 2025 that are not incorporated in the estimates provided above will depend largely on additional regulations, growth, and expansion opportunities. Required funds for the investments are expected to be internally generated or financed with long-term debt or equity, as appropriate.
North Mist Gas Storage Facility
The North Mist gas storage facility began operations in 2019. The North Mist facility provides long-term, no-notice underground gas storage service and is dedicated solely to Portland General Electric (PGE) under a 30-year contract with options to extend up to an additional 50 years upon mutual agreement of the parties. PGE uses the facility to fuel its gas-fired electric power generation facilities.
North Mist includes a reservoir providing 4.1 Bcf of available storage, a compressor station with a contractual capacity of 120,000 dekatherms of gas deliverability per day, no-notice service that can be drawn on rapidly, and a 13-mile pipeline to connect to PGE's Port Westward gas plants in Clatskanie, Oregon.
The facility is included in rate base under an established tariff schedule with revenues recognized consistent with the schedule. Billing rates are updated annually to the forecasted depreciable asset level and forecasted operating expenses.
Mist has a number of depleted reservoirs that have not been developed into storage at this time such that NW Natural has additional expansion opportunities in the Mist storage field. To explore our opportunities, we applied for an Energy Facility Siting Council (EFSC) permit and received approval in January 2025. The permit gives us flexibility for potential upgrades and expansions. Any project we proceed with will take multiple years to permit, develop and put into service and is not currently part of our planned capital expenditures outlined in “Financial Conditions – Investing Activities”. Any expansion would be based on market demand, cost effectiveness, available financing, receipt of future permits, and other rights.
Financing Activities
| Nine Months Ended September 30, | ||||||||||||||||||||
| In thousands | 2025 | 2024 | YTD Change | |||||||||||||||||
| NW Holdings cash provided by financing activities | $ | 389,476 | $ | 103,782 | $ | 285,694 | ||||||||||||||
| NW Natural cash provided (used) by financing activities | (16,994) | 27,930 | (44,924) | |||||||||||||||||
NINE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO SEPTEMBER 30, 2024. Cash provided by financing activities increased $285.7 million at NW Holdings and cash used by financing activities increased $44.9 million at NW Natural.
The increase in cash provided by financing activities at NW Holdings was primarily driven by higher issuances of long-term debt, partially offset by lower borrowing on short-term debt, lower proceeds from common stock issuances, and higher repayments on long-term debt.
The increase in cash used by financing activities at NW Natural was primarily attributable to an increase in short-term debt repayments and increased repayments of long-term debt, net of cash contributions received from parent.
Capital Structure
NW Holdings' long-term goal is to maintain a strong and balanced consolidated capital structure. NW Natural targets a regulatory capital structure of 50% common equity and 50% long-term debt, which is consistent with approved regulatory allocations in Oregon, which has an allocation of 50% common equity and 50% long-term debt without recognition of short-term debt.
When additional capital is required, debt or equity securities are issued depending on both the target capital structure and market conditions. These sources of capital are also used to fund long-term debt retirements and short-term commercial paper maturities. See "Liquidity and Capital Resources" below and Note 9. Achieving our target capital structure and maintaining sufficient liquidity to meet operating requirements is necessary to maintain attractive credit ratings and provide access to the capital markets at reasonable costs.
NW Holdings' consolidated capital structure, excluding short-term debt, was as follows:
| September 30, | December 31, | |||||||||||||||||||
| 2025 | 2024 | 2024 | ||||||||||||||||||
| Common equity | 39.0 | % | 46.3 | % | 44.8 | % | ||||||||||||||
| Long-term debt (including current maturities) | 61.0 | 53.7 | 55.2 | |||||||||||||||||
| Total | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||
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NW Natural's consolidated capital structure, excluding short-term debt, was as follows:
| September 30, | December 31, | |||||||||||||||||||
| 2025 | 2024 | 2024 | ||||||||||||||||||
| Common equity | 52.2 | % | 47.2 | % | 49.2 | % | ||||||||||||||
| Long-term debt (including current maturities) | 47.8 | 52.8 | 50.8 | |||||||||||||||||
| Total | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||
As of September 30, 2025 and 2024, and December 31, 2024, NW Holdings' consolidated capital structure included common equity of 37.0%, 43.9% and 42.4%; long-term debt of 55.0%, 50.3% and 51.4%; and short-term debt including current maturities of long-term debt of 8.0%, 5.8% and 6.2%, respectively. As of September 30, 2025 and 2024, and December 31, 2024, NW Natural's consolidated capital structure included common equity of 51.1%, 45.4%, and 46.9%; long-term debt of 46.3%, 50.1% and 47.2%; and short-term debt including current maturities of long-term debt of 2.6%, 4.5%, and 5.9%, respectively.
Liquidity and Capital Resources
At September 30, 2025 and 2024, NW Holdings had approximately $32.2 million and $35.0 million, and NW Natural had approximately $20.3 million and $18.3 million of cash and cash equivalents, respectively. In order to maintain sufficient liquidity during periods when capital markets are volatile, NW Holdings and NW Natural may elect to maintain higher cash balances and add short-term borrowing capacity. NW Holdings and NW Natural may also pre-fund their respective capital expenditures when long-term fixed rate environments are attractive. NW Holdings and NW Natural expect to have ample liquidity in the form of cash on hand and from operations and available credit capacity under credit facilities to support funding needs.
ATM Equity Program
In August 2021, NW Holdings initiated an at-the-market (ATM) equity program by entering into an equity distribution agreement under which NW Holdings issued and sold from time to time shares of common stock, no par value, having an aggregate gross sales price of up to $200 million. In August 2024, the Finance Committee of the NW Holdings' Board of Directors authorized NW Holdings' sale of an additional $200 million in the aggregate gross sales price under the ATM equity program, with the result that a total of $400 million in the aggregate gross sales price has been authorized for issuance and sale under the ATM equity program. NW Holdings is under no obligation to offer and sell common stock under the ATM equity program. Any shares of common stock offered under the ATM equity program are registered on NW Holdings’ universal shelf registration statement filed with the SEC, which expires August 2027, or will be registered on a subsequent registration statement to be filed by NW Holdings.
During the three months ended September 30, 2025, NW Holdings issued and sold 574,885 shares of common stock pursuant to the ATM equity program resulting in cash proceeds of $23.2 million, net of fees and commissions paid to agents of $0.3 million. During the nine months ended September 30, 2025, NW Holdings issued and sold 1,178,509 shares of common stock pursuant to the ATM equity program resulting in cash proceeds of $47.5 million, net of fees and commissions paid to agents of $0.7 million. As of September 30, 2025, $103.4 million of equity remained available for issuance under the ATM equity program.
NW Holdings
For NW Holdings, short-term liquidity is primarily provided by cash balances, dividends from its operating subsidiaries, proceeds from the sale of commercial paper notes, as well as a multi-year credit facility, and short-term credit facilities. NW Holdings also has a universal shelf registration statement filed with the SEC for the issuance of debt and equity securities. NW Holdings long-term debt and equity issuances are primarily used to provide equity contributions to NW Holdings’ operating subsidiaries for operating and capital expenditures and other corporate purposes. NW Natural also has a universal shelf registration statement filed with the SEC for the issuance of debt securities. NW Holdings' issuance of securities is not subject to regulation by state public utility commissions, but the dividends from NW Natural to NW Holdings are subject to regulatory ring-fencing provisions. NW Holdings guarantees the debt of its wholly-owned subsidiary, NWN Water. See "Long-Term Debt" below for more information regarding NWN Water debt.
As part of the ring-fencing conditions agreed upon with the OPUC and WUTC in connection with the holding company reorganization, NW Natural may not pay dividends or make distributions to NW Holdings if NW Natural’s credit ratings and common equity ratio, defined as the ratio of equity to long-term debt, fall below specified levels. If NW Natural’s long-term secured credit ratings are below A- for S&P and A3 for Moody’s, dividends may be issued so long as NW Natural’s common equity ratio is 45% or more. If NW Natural’s long-term secured credit ratings are below BBB for S&P and Baa2 for Moody’s, dividends may be issued so long as NW Natural’s common equity ratio is 46% or more. Dividends may not be issued if NW Natural’s long-term secured credit ratings are BB+ or below for S&P or Ba1 or below for Moody’s, or if NW Natural’s common equity ratio is below 44%, where the ratio is measured using common equity and long-term debt excluding imputed debt or debt-like lease obligations. In each case, common equity ratios are determined based on a preceding or projected 13-month average. In addition, there are certain OPUC notice requirements for dividends in excess of 5% of NW Natural’s retained earnings, or more than 10% of its retained earnings over a six-month period, and for special cash dividends paid in addition to regularly quarterly dividends.
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Additionally, if NW Natural’s common equity (excluding goodwill and equity associated with non-regulated assets), on a preceding or projected 13-month average basis, is less than 46% of NW Natural’s capital structure, NW Natural is required to notify the OPUC, and if the common equity ratio falls below 44%, file a plan with the OPUC to restore its equity ratio to 44%. This condition is designed to ensure NW Natural continues to be adequately capitalized under the holding company structure. Under the WUTC order, the average common equity ratio must not exceed 56%.
At September 30, 2025, NW Natural satisfied the ring-fencing provisions described above.
Based on several factors, including current cash reserves, committed credit facilities, its ability to receive dividends from its operating subsidiaries, in particular NW Natural, and an expected ability to issue long-term debt and equity securities in the capital markets, NW Holdings believes its liquidity is sufficient to meet anticipated cash requirements, including all contractual obligations, investing, and financing activities as discussed in "Cash Flows" above, for at least the next 12 calendar months beginning April 1, 2025 and beyond such 12-month period based on NW Holdings' current business plans.
NW HOLDINGS DIVIDENDS. Quarterly dividends have been paid on common stock each year since NW Holdings’ predecessor’s stock was first issued to the public in 1951. Annual common stock dividend payments per share, adjusted for stock splits, have increased each year since 1956. The declarations and amount of future dividends to shareholders will depend upon earnings, cash flows, financial condition, NW Natural’s ability to pay dividends to NW Holdings and other factors. The amount and timing of dividends payable on common stock is at the sole discretion of the NW Holdings Board of Directors.
Dividend highlights include:
| Three Months Ended September 30, | Nine Months Ended September 30, | QTD Change | YTD Change | ||||||||||||||||||||||||||||||||
| Per common share | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||
| Dividends paid | $ | 0.4900 | $ | 0.4875 | $ | 1.4700 | $ | 1.4625 | $ | 0.0025 | $ | 0.0075 | |||||||||||||||||||||||
In October 2025, the Board of Directors of NW Holdings declared a quarterly dividend on NW Holdings common stock of $0.4925 per share. The dividend is payable on November 14, 2025 to shareholders of record on October 31, 2025, reflecting an annual indicated dividend rate of $1.97 per share.
NW Natural
For the NWN Gas Utility business segment, short-term borrowing requirements typically peak during colder winter months when NWN Gas Utility borrows money to cover the lag between natural gas purchases and bill collections from customers. Short-term liquidity for the NWN Gas Utility business is primarily provided by cash balances, internal cash flow from operations, proceeds from the sale of commercial paper notes, as well as available cash from multi-year credit facilities, short-term credit facilities, company-owned life insurance policies, the sale of long-term debt, and equity contributions from NW Holdings. NW Natural's long-term debt and contributions from NW Holdings are primarily used to finance NWN Gas Utility capital expenditures, refinance maturing debt, and provide temporary funding for other general corporate purposes of the NWN Gas Utility business.
Based on its current debt ratings (see "Credit Ratings" below), NW Natural has been able to issue commercial paper and long-term debt at attractive rates. In the event NW Natural is not able to issue new long-term debt due to adverse market conditions or other reasons, NW Natural expects that near-term liquidity needs can be met using internal cash flows, issuing commercial paper, receiving equity contributions from NW Holdings, or drawing upon a committed credit facility. NW Natural also has a universal shelf registration statement filed with the SEC for the issuance of secured and unsecured debt securities.
In the event NW Natural senior unsecured long-term debt ratings are downgraded, or outstanding derivative positions exceed a certain credit threshold, counterparties under derivative contracts could require NW Natural to post cash, a letter of credit, or other forms of collateral, which could expose NW Natural to additional cash requirements and may trigger increases in short-term borrowings while in a net loss position. NW Natural was not required to post collateral at September 30, 2025. See "Credit Ratings" below and Note 15.
Other items that may have a significant impact on NW Natural's liquidity and capital resources include NW Natural's pension contribution requirements and environmental expenditures. For additional information, see Part II, Item 7 "Financial Condition" in the 2024 Form 10-K.
NWN Renewables Gas Purchase Agreements
NWN Renewables is an unregulated subsidiary of NW Natural Holdings established to pursue unregulated RNG activities. In September 2021, a subsidiary of NWN Renewables, Ohio Renewables, and a subsidiary of EDL, a global producer of sustainable distributed energy, executed agreements to secure RNG supply from two production facilities that are designed to convert landfill waste gases to RNG (EDL Facilities). The first facility was completed and commenced delivery of RNG to Ohio Renewables in September 2024. Upon reaching this milestone, Ohio Renewables paid approximately $26.0 million to the EDL subsidiary. The second facility was completed and commenced delivery of RNG to Ohio Renewables in December 2024 at which point Ohio Renewables made an additional payment of $25.4 million to the EDL subsidiary.
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Alongside these development agreements, Ohio Renewables and the subsidiary of EDL executed agreements for Ohio Renewables to purchase up to an annual specified amount of RNG produced by the EDL Facilities over a 20-year period at a contractually specified price. We currently estimate the amount of RNG purchases from both facilities based on prices and quantities specified in the agreements to be as follows: approximately $4.7 million in Q4 2025, $18.9 million in 2026, $22.8 million in 2027, $22.8 million in 2028, $24.1 million in 2029 and $532.6 million thereafter. Year-to-date purchases through Q3 totaled $10.5 million, for total expected purchases of $15.2 million in 2025.
NWN Renewables Gas Sale Agreements
Ohio Renewables has contracted to sell RNG produced by the EDL Facilities up to certain specified volumes in each of calendar years 2024 through 2026 to an investment-grade counterparty. We currently estimate RNG volumes to be sold pursuant to this agreement to be approximately 2,430,000 MMbtu over the life of the agreement, provided that such amounts of RNG are produced by the EDL Facilities during that period.
Ohio Renewables additionally has contracted to sell a fixed-volume amount of RNG under a long-term agreement with an investment-grade utility beginning in 2025 and extending through 2042. Amounts to be delivered under this agreement are estimated to be 112,500 MMbtu in 2025, 375,000 MMbtu in 2026, 1,950,000 MMbtu annually in 2027 through 2034, and 2,775,000 MMbtu annually in years 2035 through 2042. Under the current contract, if less than 75% of the contracted volumes of RNG are not delivered on an annual basis, Ohio Renewables is obligated to pay the per MMbtu price for volumes between the amount delivered and 75% of the contracted volumes on an annual basis.
NWN Gas Utility Collective Bargaining Agreement
At December 31, 2024, 626 of NW Natural's natural gas distribution employees were members of the Office and Professional Employees International Union (OPEIU) Local No. 11. In May 2024, union employees ratified a new collective bargaining agreement that took effect on June 1, 2024, expires on May 31, 2028, and is effective thereafter from year to year unless either party serves notice of its intent to negotiate modifications to the collective bargaining agreement. The terms of the collective bargaining agreement include the following items: a 6.0% wage increase effective June 1, 2024 and scheduled wage increases effective December 1 of each subsequent year of 4.0%; a 401(k) contribution of 4% for employees hired after our pension plan was closed on December 31, 2009; and a 401(k) match of 50% of the first 8% of savings.
Short-Term Debt
The primary source of short-term liquidity for NW Holdings is cash balances, dividends from its operating subsidiaries, in particular NW Natural, proceeds from the sale of commercial paper notes, available cash from a multi-year credit facility, and short-term credit facilities it may enter into from time to time.
The primary source of short-term liquidity for NW Natural is from the sale of commercial paper, available cash from a multi-year credit facility, and short-term credit facilities it may enter into from time to time. In addition to issuing commercial paper or entering into bank loans to meet working capital requirements, including seasonal requirements to finance gas purchases and accounts receivable, short-term debt may also be used to temporarily fund capital requirements. For NW Natural, commercial paper and bank loans are periodically refinanced through the sale of long-term debt or equity contributions from NW Holdings. Commercial paper, when outstanding, is sold through two commercial banks under an issuing and paying agency agreement and is supported by one or more unsecured revolving credit facilities. See “Credit Agreements” below.
At September 30, 2025, September 30, 2024 and December 31, 2024, short-term debt consisted of the following:
| September 30, 2025 | September 30, 2024 | December 31, 2024 | ||||||||||||||||||||||||
| In millions | Balance Outstanding | Weighted Average Interest Rate(1) | Balance Outstanding | Weighted Average Interest Rate(1) | Balance Outstanding | Weighted Average Interest Rate(1) | ||||||||||||||||||||
Commercial Paper Borrowings - NW Holdings(2) | $ | 131.2 | 4.5 | % | $ | — | — | % | $ | — | — | % | ||||||||||||||
| Commercial Paper Borrowings - NW Natural | 64.3 | 4.3 | % | 100.1 | 5.2 | % | 136.5 | 4.8 | % | |||||||||||||||||
| NW Holdings Credit Agreement Loans | — | — | % | 59.7 | 6.0 | % | 33.6 | 5.5 | % | |||||||||||||||||
| Total short-term debt | $ | 195.5 | $ | 159.8 | $ | 170.1 | ||||||||||||||||||||
(1) Weighted average interest rate on outstanding short-term debt
(2) NW Holdings initiated a commercial paper program in March 2025.
Acquisition Bridge Facility
On January 7, 2025, NW Holdings entered into a 364-Day Term Loan Credit Agreement (the Acquisition Bridge Facility) among NW Holdings, as borrower, certain lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, pursuant to which NW Holdings borrowed a $273.0 million senior unsecured term loan (the Bridge Loan), the proceeds of which were
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used to finance the SiEnergy acquisition, with any remaining proceeds to be used for working capital needs and for general corporate purposes. The Bridge Loan was repaid in full in March 2025.
Credit Agreements
NW Holdings
At September 30, 2025, NW Holdings had a $200 million senior unsecured sustainability-linked credit agreement, with a feature that allows it to request increases in the total commitment amount, up to a maximum of $300 million, subject to lender approval. In December 2024, the maturity date of the agreement was extended to November 3, 2027, with an available extension of commitments for one additional one-year period, subject to lender approval. On November 3, 2025, NW Holdings and the other parties to the credit agreement amended and restated the agreement to, among other things, increase the total commitment amount to $250 million with a feature that allows it to request increases to the total commitment amount up to a maximum of $350 million (subject to lender approval), to remove sustainability-linked pricing adjustments and to extend the maturity date to November 3, 2030 (or, if such day is not a business day, the immediately preceding business day), with available extensions of commitments for two additional one-year periods, subject to lender approval.
All lenders under the NW Holdings credit agreement are major financial institutions with committed balances and investment grade credit ratings as of September 30, 2025 as follows:
| In millions | |||||
| Lender rating, by category | Loan Commitment | ||||
| AA/Aa | $ | 200 | |||
| Total | $ | 200 | |||
NW Holdings did not have any outstanding balances drawn under the NW Holdings credit agreement at September 30, 2025. At September 30, 2024 and December 31, 2024, $59.7 million and $33.6 million were drawn under the NW Holdings credit agreement, respectively.
The existing and amended NW Holdings credit agreements permit the issuance of letters of credit in an aggregate amount of up to $40 million. NW Holdings had no letters of credit issued and outstanding under the existing NW Holdings credit agreement at September 30, 2025 and 2024.
The existing and amended NW Holdings credit agreements require NW Holdings to comply, and to cause certain of its subsidiaries to comply, with various affirmative and negative covenants, including a financial covenant requiring NW Holdings to maintain a consolidated indebtedness to capitalization ratio of 70% or less. Failure to comply with this or other applicable covenants or the occurrence of any other event of default, subject to, in certain instances, specified thresholds, cure periods and exceptions, would entitle the lenders to terminate their lending commitments and accelerate the maturity of all amounts outstanding. NW Holdings was in compliance with this covenant at September 30, 2025 and 2024, with consolidated indebtedness to total capitalization ratios of 59.6% and 56.1%, respectively.
The existing NW Holdings credit agreement did not require NW Holdings to maintain its own credit rating, but required NW Holdings to cause NW Natural to maintain a credit rating. However, the amended credit agreement requires NW Holdings to maintain a credit rating with any one of Standard & Poor's (S&P), Moody's Investors Service, Inc. (Moody’s), or Fitch Ratings, Inc. (Fitch) with respect NW Holding’s senior, unsecured, non-credit enhanced long-term debt (or, if such debt is not rated, a corporate credit rating) and to notify the lenders of any change in such ratings by such rating agencies. A change in NW Holdings' credit ratings by S&P, Moody’s, or Fitch is not an event of default, nor is the maintenance of a specific minimum level of credit rating a condition of drawing upon the credit agreement. Rather, interest rates on any loans outstanding and certain fee amounts under the credit agreements are determined based upon NW Holdings’ credit ratings with S&P and Moody's, and therefore a change in such credit ratings may increase or decrease the cost of any loans and the amounts of certain fees under the credit agreements when ratings are changed. See "Credit Ratings" below.
NW Natural
At September 30, 2025, NW Natural had a $400 million senior unsecured sustainability-linked credit agreement, with a feature that allows it to request increases in the total commitment amount, up to a maximum of $600 million, subject to lender approval. In December 2024, the maturity date of the agreement was extended to November 3, 2027 with an available extension of commitments for one additional one-year period, subject to lender approval. On November 3, 2025, NW Natural and the other parties to the credit agreement amended and restated the agreement to, among other things, remove sustainability-linked pricing adjustments and to extend the maturity date to November 3, 2030 (or, if such day is not a business day, the immediately preceding business day), with available extensions of commitments for two additional one-year periods, subject to lender approval.
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All lenders under the NW Natural credit agreement are major financial institutions with committed balances and investment grade credit ratings as of September 30, 2025 as follows:
| In millions | |||||
| Lender rating, by category | Loan Commitment | ||||
| AA/Aa | $ | 400 | |||
| Total | $ | 400 | |||
NW Natural did not have any outstanding balances drawn under the NW Natural credit agreement at September 30, 2025, September 30, 2024 and December 31, 2024.
The existing and amended NW Natural credit agreements permits the issuance of letters of credit in an aggregate amount of up to $60 million. NW Natural had no letters of credit issued and outstanding under the existing NW Natural credit agreement at September 30, 2025 and 2024.
The existing and amended NW Natural credit agreements also require NW Natural to comply, and to cause certain of its subsidiaries to comply, with various affirmative and negative covenants, including a financial covenant requiring NW Natural to maintain a consolidated indebtedness to total capitalization ratio of 70% or less. Failure to comply with this or other applicable covenants or the occurrence of any other event of default, subject to, in certain instances, specified thresholds, cure periods and exceptions, would entitle the lenders to terminate their lending commitments and accelerate the maturity of all amounts outstanding. NW Natural was in compliance with this financial covenant at September 30, 2025 and 2024, with consolidated indebtedness to total capitalization ratios of 48.9% and 54.6%, respectively.
The existing and amended NW Natural credit agreements also require NW Natural to maintain a credit rating with both S&P and Moody’s with respect to NW Natural's senior, unsecured, non-credit enhanced long-term debt (or, if such debt is not rated, corporate credit rating) and notify the lenders of any change in such ratings by such rating agencies. A change in NW Natural's credit ratings by S&P or Moody’s is not an event of default, nor is the maintenance of a specific minimum level of credit rating a condition of drawing upon the credit agreement. Rather, interest rates on any loans outstanding and certain fee amounts under the credit agreement are determined based upon NW Natural's credit ratings, and therefore, a change in NW Natural's credit rating may increase or decrease the cost of any loans and the amounts of certain fees under the credit agreement when ratings are changed. See "Credit Ratings" below.
SiEnergy
On January 7, 2025, NW Holdings acquired all of the issued and outstanding limited liability company interests of SiEnergy. SiEnergy's subsidiary, SiEnergy Holdings, had a revolving credit facility (the SiEnergy Holdings Facility) that in aggregate had commitments of $5.0 million, including a letter of credit sublimit of $1.0 million. Loans extended under the SiEnergy Holdings Facility bore interest at a per annum rate equal to the sum of (a) either (i) the Base Rate, as defined in the Amended Credit Agreement (the Base Rate), or (ii) term SOFR with a one-, three- or six-month tenor; plus (b) the Applicable Margin. The Applicable Margin was 0.750% with respect to Base Rate loans and 1.750% with respect to SOFR loans. In August 2025, the SiEnergy Amended Credit Agreement was terminated and associated facilities are no longer available for financing.
On November 3, 2025, SiEnergy Holdings entered into a $75 million senior unsecured credit agreement, with a feature that allows SiEnergy to request increases in the total commitment amount, up to a maximum of $125 million, subject to lender approval. The maturity date of the SiEnergy Holdings credit agreement is November 3, 2030 (or, if such day is not a business day, the immediately preceding business day), with available extensions of commitments for two additional one-year periods, subject to lender approval. All lenders under the SiEnergy credit agreement are major financial institutions with committed balances and investment grade credit ratings as of November 3, 2025.
The SiEnergy Holdings credit agreement permits the issuance of letters of credit in an aggregate amount of up to $20 million.
The SiEnergy Holdings credit agreement requires SiEnergy Holdings to comply, and to cause certain of its subsidiaries to comply, with various affirmative and negative covenants, including a financial covenant requiring SiEnergy Holdings to maintain a consolidated indebtedness to total capitalization ratio of 70% or less. Failure to comply with this or other applicable covenants or the occurrence of any other event of default, subject to, in certain instances, specified thresholds, cure periods and exceptions, would entitle the lenders to terminate their lending commitments and accelerate the maturity of all amounts outstanding.
The SiEnergy Holdings credit agreement also requires SiEnergy Holdings to maintain a credit rating with any one of S&P, Moody’s or certain other rating organizations with respect to SiEnergy Holdings' senior, unsecured, non-credit enhanced long-term credit ratings (or, if such debt is not rated, corporate credit rating) and to notify the lenders of any change in such ratings by such rating agencies. A change in SiEnergy Holdings' credit ratings is not an event of default, nor is the maintenance of a specific minimum level of credit rating a condition of drawing upon the credit agreement. Rather, interest rates on any loans outstanding and certain fee amounts under the credit agreement are determined based upon SiEnergy Holdings' credit ratings with S&P and Moody's and therefore, a change in the credit rating may increase or decrease the cost of any loans and the amounts of certain fees under the credit agreement when ratings are changed. See "Credit Ratings" below.
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Letters of Credit Facility
In January 2024, NW Natural entered into an Uncommitted Letter of Credit and Reimbursement Agreement (LC Reimbursement Agreement), pursuant to which NW Natural agreed to reimburse each Lender acting as an issuing bank (Issuing Bank) thereunder for disbursements in respect of letters of credit (Letters of Credit) issued pursuant to the LC Reimbursement Agreement from time to time. The Company expects to use Letters of Credit issued under the facility created by the LC Reimbursement Agreement (LC Facility) primarily to support its participation in Washington Climate Commitment Act cap-and-invest program auctions.
Although there is no expressly stated maximum amount of Letters of Credit that can be issued or outstanding under the LC Facility, under current regulatory authority from the OPUC, the aggregate sum of Letters of Credit outstanding and available to be drawn under the LC Reimbursement Agreement may not exceed $100 million at any one time. The Issuing Banks have no commitment to issue Letters of Credit under the LC Facility and will have the discretion to limit and condition the terms for the issuance of Letters of Credit (including maximum face amounts) in their sole discretion.
The LC Reimbursement Agreement requires NW Natural to maintain certain ratings with S&P and Moody’s. NW Natural must also notify the Administrative Agent and Lenders of any change in the S&P or Moody’s Ratings, although any such change is not an event of default.
The LC Reimbursement Agreement prohibits NW Natural from permitting Consolidated Indebtedness to be greater than 70% of Total Capitalization, each as defined therein and calculated as of the end of each fiscal quarter of NW Natural. Failure to comply with this financial covenant would constitute an Event of Default under the LC Reimbursement Agreement. The occurrence of this or any other Event of Default would entitle the Administrative Agent to require cash collateral for the LC Exposure, as defined in the LC Reimbursement Agreement, and to exercise all other rights and remedies available to it and the Lenders under the Credit Documents, as defined in the LC Reimbursement Agreement, and under applicable law.
In September 2025, NW Natural issued a $28.0 million letter of credit under the LC Facility, which expired October 28, 2025.
Credit Ratings
NW Holdings credit ratings are a factor of liquidity, potentially affecting access to the capital markets. NW Natural and SiEnergy's credit ratings also have an impact on the cost of funds.
The following table summarized NW Holdings' current credit ratings:
| S&P | ||||||||
| Commercial paper (short-term debt) | A-2 | |||||||
| Junior subordinated debentures | BBB | |||||||
| Issuer credit rating | A- | |||||||
| Ratings outlook | Stable | |||||||
The following table summarizes NW Natural's current credit ratings:
| S&P | Moody's | |||||||||||||
| Commercial paper (short-term debt) | A-1 | P-2 | ||||||||||||
| Senior secured (long-term debt) | AA- | A2 | ||||||||||||
| Senior unsecured (long-term debt) | n/a | Baa1 | ||||||||||||
| Issuer credit rating | A+ | n/a | ||||||||||||
| Ratings outlook | Stable | Stable | ||||||||||||
The following table summarizes SiEnergy's current credit ratings:
| S&P | ||||||||
| Issuer credit rating (SiEnergy Holding, LLC, formerly Si Investment Co., LLC) | BBB+ | |||||||
| Issuer credit rating (SiEnergy Gas, LLC, formerly SiEnergy, L.P.) | BBB+ | |||||||
| Senior secured notes (SiEnergy Gas, LLC, formerly SiEnergy, L.P.) | A | |||||||
| Ratings outlook | Stable | |||||||
The above credit ratings and ratings outlook are dependent upon a number of factors, both qualitative and quantitative, and are subject to change at any time. The disclosure of or reference to these credit ratings is not a recommendation to buy, sell or hold NW Holdings or NW Natural securities. Each rating should be evaluated independently of any other rating.
As part of the ring-fencing conditions agreed upon with the OPUC and WUTC in connection with the holding company reorganization, NW Holdings and NW Natural are required to maintain separate credit ratings, long-term debt ratings, and preferred stock ratings, if any.
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Long-Term Debt
At September 30, 2025, September 30, 2024 and December 31, 2024, NW Holdings' long-term debt consisted of the following:
| September 30, 2025 | September 30, 2024 | December 31, 2024 | ||||||||||||||||||||||||
| In millions | Balance Outstanding | Weighted Average Interest Rate(1) | Balance Outstanding | Weighted Average Interest Rate(1) | Balance Outstanding | Weighted Average Interest Rate(2) | ||||||||||||||||||||
| NW Natural first mortgage bonds | $ | 1,354.7 | 4.6 | % | $ | 1,374.7 | 4.6 | % | $ | 1,374.7 | 4.6 | % | ||||||||||||||
| SiEnergy secured senior notes | 185.0 | 5.6 | % | — | — | % | — | — | % | |||||||||||||||||
| NWN Water term loan | 55.0 | 4.7 | % | 55.0 | 4.7 | % | 55.0 | 4.7 | % | |||||||||||||||||
| Other water debt | 4.2 | 6.2 | 6.1 | |||||||||||||||||||||||
| NW Holdings unsecured senior bonds | 285.0 | 5.7 | % | 150.0 | 5.8 | % | 285.0 | 5.7 | % | |||||||||||||||||
| NW Holdings term loan | 50.0 | 5.2 | % | — | — | % | — | — | % | |||||||||||||||||
| NW Holdings junior subordinated debentures | 325.0 | 7.0 | % | — | — | % | — | — | % | |||||||||||||||||
| Long-term debt, gross | 2,258.9 | 1,585.9 | 1,720.8 | |||||||||||||||||||||||
| Less: unamortized debt issuance costs | 15.1 | 10.1 | 10.6 | |||||||||||||||||||||||
| Less: current maturities | 115.7 | 20.8 | 30.8 | |||||||||||||||||||||||
| Total long-term debt | $ | 2,128.1 | $ | 1,555.0 | $ | 1,679.4 | ||||||||||||||||||||
(1) Weighted average interest rate for the nine months ended September 30, 2025 and September 30, 2024
(2) Weighted average interest rate for the year ended December 31, 2024
NW Natural's first mortgage bonds (FMBs) have maturity dates ranging from 2025 through 2053 and interest rates ranging from 2.82% to 7.85%. SiEnergy's secured senior notes have maturity dates ranging from 2030 through 2055 and interest rates ranging from 4.86% to 6.04%. NW Holdings' unsecured senior bonds have maturity dates ranging from 2028 through 2034 and interest rates ranging from 5.52% to 5.86%. NW Holdings' Junior Subordinated Debentures has an interest rate of 7.0% and a maturity date of 2055. At September 30, 2025, NW Holdings and NW Natural had long-term debt outstanding of $2,243.8 million and $1,345.9 million, respectively, which included $15.1 million and $8.8 million of unamortized debt issuance costs at NW Holdings and NW Natural, respectively. Debt of $115.7 million is scheduled to mature in the next twelve months, which consists of $10.0 million at NW Natural, $55.7 million at NWN Water, and $50.0 million at NW Holdings Other. See Part II, Item 7, "Financial Condition—Long-Term Debt" in the 2024 Form 10-K for long-term debt maturing over the next five years.
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Summary of Significant Debt Issuances
| In millions | Nine months ended September 30, 2025 | ||||||||||||||||||||||
| NW Holdings: | Issuance Date | Maturity Date | Interest Rate | Amount | |||||||||||||||||||
Unsecured Term Loan (a)(b) | January 2025 | April 2026 | SOFR + 90 bps Spread (c) | $ | 50.0 | ||||||||||||||||||
Junior Subordinated Notes (d)(e) | March 2025 | September 2055 | 7.00 | % | $ | 325.0 | |||||||||||||||||
SiEnergy (f) | |||||||||||||||||||||||
| Series A Senior Notes | August 2025 | August 2030 | 4.86 | % | $ | 50.0 | |||||||||||||||||
| Series B Senior Notes | August 2025 | August 2035 | 5.42 | % | $ | 40.0 | |||||||||||||||||
| Series C Senior Notes | August 2025 | August 2055 | 6.04 | % | $ | 95.0 | |||||||||||||||||
| Total long-term debt issuance | $ | 560.0 | |||||||||||||||||||||
(a) Proceeds were used for working capital needs and for general corporate purposes.
(b) As of September 30, 2025, the Term Loan was due and payable on April 6, 2026. As of November 3, an amendment to the Term Loan extended the maturity date to August 6, 2026. NW Holdings may prepay the Term Loan without premium or penalty (other than customary breakage costs, if applicable). Amounts prepaid may not be reborrowed.
(c) The Term Loan Agreement bears interest at a per annum rate equal to the sum of (x) either (i) term SOFR with a one-, three- or six-month tenor, plus an adjustment of 0.10%, or (ii) the Alternate Base Rate, as defined in the Term Loan Agreement, plus (y) the Applicable Margin, as defined in the Term Loan Agreement. The Applicable Margin is 0.90% per annum, for term SOFR loans, and 0.00% per annum, for Alternate Base Rate loans.
(d) Proceeds were used to repay the acquisition bridge facility entered into on January 7, 2025 by NW Holdings for the acquisitions of SiEnergy; any remaining proceeds were used for working capital needs and for general corporate purposes.
(e) The Company will pay interest on the Junior Subordinated Debentures (i) from and including the date of original issuance to, but not including, September 15, 2035, at an annual rate of 7.0% and (ii) from and including September 15, 2035, during each Interest Reset Period at an annual rate equal to the Five-Year Treasury Rate as of the most recent Reset Interest Determination Date plus 2.701%.
(f) Proceeds were used to repay SiEnergy's $148.8 million remaining balance on the Delayed Draw Term Loan Facility.
Summary of Significant Debt Extinguishments and Repayments
NW Holdings
In March 2025, the Acquisition Bridge Facility used to finance the acquisition of SiEnergy was repaid in full.
NW Natural
In September 2025, the $20.0 million first mortgage bond 7.72% Series Due 2025 was repaid in full.
SiEnergy
In August 2025, the proceeds of the August 2025 Notes were used to extinguish the $148.8 million remaining balance of the SiEnergy Delayed Draw Term Loan Facility (SiEnergy DDTLF) ($148.8 million) and the SiEnergy Revolving Credit Facility was terminated. The SiEnergy DDTLF and Revolving Credit Facility under SiEnergy’s Credit Agreement were acquired by NW Holdings on January 7, 2025 as part of the acquisition of all of the issued and outstanding limited liability company interests of SiEnergy.
The SiEnergy DDTLF had initial aggregate commitments, as amended, of $200.0 million. The SiEnergy DDTLF was scheduled to mature on December 22, 2026. Loans extended under the SiEnergy DDTLF bore interest at a per annum rate equal to the sum of (a) either (i) the Base Rate, as defined in the Amended Credit Agreement (the Base Rate), or (ii) term SOFR with a one-, three- or six-month tenor; plus (b) the Applicable Margin. The Applicable Margin was 0.750% with respect to Base Rate loans and 1.750% with respect to SOFR loans.
NWN Water Interest Rate Swap Agreement
In January 2023, NWN Water entered into an interest rate swap agreement with a major financial institution for $55.0 million that effectively converted variable-rate debt to a fixed rate of 3.8%. Interest payments made between the effective date and expiration date are hedged by the swap agreement. The interest rate swap agreement expires in June 2026, along with the variable-rate debt.
Bankruptcy Ring-fencing Restrictions
As part of the ring-fencing conditions agreed upon with the OPUC and WUTC, NW Natural is required to have one director who is independent from NW Natural management and from NW Holdings and to issue one share of NW Natural preferred stock to an independent third party. NW Natural was in compliance with both of these ring-fencing provisions as of September 30, 2025. NW Natural may file a voluntary petition for bankruptcy only if approved unanimously by the Board of Directors of NW Natural, including the independent director, and by the holder of the preferred share.
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Contingent Liabilities
Loss contingencies are recorded as liabilities when it is probable a liability has been incurred and the amount of the loss is reasonably estimable in accordance with accounting standards for contingencies. See “Application of Critical Accounting Policies and Estimates” in the 2024 Form 10-K. At September 30, 2025, NW Natural's total estimated liability related to environmental sites is $145.6 million. See "Results of Operations—Regulatory Matters—Rate Mechanisms—Environmental Cost Deferral and Recovery" in the 2024 Form 10-K and Note 17.
APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES
In preparing financial statements in accordance with U.S. GAAP, management exercises judgment to assess the potential outcomes and related accounting impacts in the selection and application of accounting principles, including making estimates and assumptions that affect reported amounts of assets, liabilities, revenues, expenses, and related disclosures in the financial statements. Management considers critical accounting policies to be those which are most important to the representation of financial condition and results of operations and which require management’s most difficult and subjective or complex judgments, including accounting estimates that could result in materially different amounts if reported under different conditions or if they used different assumptions. Our most critical estimates and judgments for both NW Holdings and NW Natural include accounting for:
•regulatory accounting;
•revenue recognition;
•derivative instruments and hedging activities;
•pensions and postretirement benefits;
•income taxes;
•environmental contingencies; and
•impairment of long-lived assets and goodwill.
There have been no material changes to the information provided in the 2024 Form 10-K with respect to the application of critical accounting policies and estimates. See Part II, Item 7, "Application of Critical Accounting Policies and Estimates," in the 2024 Form 10-K.
Management has discussed its current estimates and judgments used in the application of critical accounting policies with the Audit Committees of the Boards of NW Holdings and NW Natural. Within the context of critical accounting policies and estimates, management is not aware of any reasonably likely events or circumstances that would result in materially different amounts being reported. For a description of recent accounting pronouncements that could have an impact on financial condition, results of operations or cash flows, see Note 2.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
NW Holdings and NW Natural are exposed to various forms of market risk including commodity supply risk, commodity price risk, interest rate risk, foreign currency risk, credit risk and weather risk. Management monitors and manages these financial exposures as an integral part of NW Holdings' and NW Natural's overall risk management program. No material changes have occurred related to disclosures about market risk for the nine months ended September 30, 2025. For additional information, see Part II, Item 1A, “Risk Factors” in this report and Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” in the 2024 Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
NW Holdings and NW Natural management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, completed an evaluation of the effectiveness of the design and operation of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer of each registrant have concluded that, as of the end of the period covered by this report, disclosure controls and procedures were effective to ensure that information required to be disclosed by each such registrant and included in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management of each registrant, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
(b) Changes in Internal Control Over Financial Reporting
NW Holdings and NW Natural management are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).
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There were no changes in NW Holdings' or NW Natural's internal control over financial reporting during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting for NW Holdings and NW Natural, except as noted below.
On January 7, 2025, we completed the acquisition of SiEnergy. See Note 14 to the Consolidated Financial Statements for additional information. In connection with the integration of SiEnergy, we are in the process of analyzing and evaluating internal controls over financial reporting. This process may result in additions or changes to our internal control over financial reporting.
We plan to exclude SiEnergy's operations from the scope of our annual assessment of the effectiveness of internal control over financial reporting for the year ended December 31, 2025 in accordance with the Securities and Exchange Commission guidance. Such guidance permits management to omit an assessment of an acquired business'internal control over financial reporting from management's assessment of internal control over financial reporting for a period not to exceed one year.
The statements contained in Exhibit 31.1, Exhibit 31.2, Exhibit 31.3, and Exhibit 31.4 should be considered in light of, and read together with, the information set forth in this Item 4(b).
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Other than the proceedings disclosed in Note 17 to our unaudited condensed consolidated financial statements included in Part I, Item 1 and those proceedings disclosed in Part I, Item 3, “Legal Proceedings” in the 2024 Form 10-K, which are incorporated by reference, we have only nonmaterial litigation, or litigation that occurs in the ordinary course of our business.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, "Risk Factors" in the 2024 Form 10-K, which could materially affect our business, financial condition, or results of operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information about purchases of NW Holdings' equity securities that are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, during the quarter ended September 30, 2025:
| Issuer Purchases of Equity Securities | ||||||||||||||||||||||||||
| Period | Total Number of Shares Purchased(1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2) | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(2) | ||||||||||||||||||||||
| Balance forward | 2,124,528 | $ | 150,000,000 | |||||||||||||||||||||||
| 07/01/25-07/31/25 | — | — | — | — | ||||||||||||||||||||||
| 08/01/25-08/31/25 | — | — | — | — | ||||||||||||||||||||||
| 09/01/25-09/30/25 | — | — | — | — | ||||||||||||||||||||||
| Total | — | $ | — | 2,124,528 | $ | 150,000,000 | ||||||||||||||||||||
(1)During the quarter ended September 30, 2025, no shares of common stock were purchased on the open market to meet the requirements of NW Holdings' Dividend Reinvestment and Direct Stock Purchase Plan. During the quarter ended September 30, 2025, no shares of NW Holdings common stock were purchased on the open market to meet the requirements of share-based compensation programs.
(2)During the quarter ended September 30, 2025, no shares of NW Holdings common stock were repurchased pursuant to the Board-approved share repurchase program. On May 29, 2024, NW Holdings disclosed that effective May 23, 2024, NW Holdings' Board authorized a new share repurchase program under which NW Holdings may repurchase in open market or privately negotiated transactions up to an aggregate of 5 million shares or an amount not to exceed $150 million. The new share repurchase program is authorized to continue until the program is used, terminated or replaced. The repurchase program replaces the Company’s previously authorized share repurchase program, which commenced in 2000 and authorized the repurchase of up to 2.8 million shares, or an amount not to exceed $100 million, in the aggregate. For more information on our repurchase program, refer to Note 5 in the 2024 Form 10-K.
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ITEM 5. OTHER INFORMATION
Entry Into Credit Facilities
The following disclosure is intended to satisfy any obligation to provide disclosures pursuant to Item 1.01 and 2.03 of Form 8-K.
New NW Holdings Credit Facility
On November 3, 2025, NW Holdings entered into a Second Amended and Restated Credit Agreement (NW Holdings Credit Agreement) providing for unsecured revolving loans with JPMorgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A., U.S. Bank National Association, and Wells Fargo Bank, National Association, as co-syndication agents (NW Holdings Facility). The aggregate commitment under the NW Holdings Facility is $250 million, with an accordion feature whereby NW Holdings may request, subject to certain agent or lender consent rights, increases in the aggregate commitment amount of up to an additional $100 million. NW Holdings expects the NW Holdings Facility to be used primarily to back the NW Holdings commercial paper program.
The NW Holdings Facility permits the usage of a portion of the revolving credit facility for the issuance of letters of credit in an aggregate amount of up to $40 million for the account of NW Holdings. Generally, NW Holdings is required to reimburse drawings on letters of credit on the same day such drawings are made, provided that NW Holdings may (subject to the conditions to borrowing set forth in the NW Holdings Facility) finance such reimbursements with a revolving loan that will bear interest at the Alternate Base Rate (as defined).
The maturity date for the NW Holdings Facility is November 3, 2030 (or, if such day is not a business day, the immediately preceding business day), provided that NW Holdings may request, subject to lender consent rights, up to two, additional one-year extensions. NW Holdings may prepay any ABR Loan (as defined) without premium payment or penalty. NW Holdings may prepay a Term Benchmark Loan (as defined) without premium or penalty except customary breakage fees if prepaid on a date that is other than the end of the applicable interest period.
Under the terms of the NW Holdings Facility, NW Holdings will pay arrangement fees, upfront fees, administrative agent fees, letter of credit fronting fees and annual facility fees but is not required to maintain compensating bank balances. The interest rates on borrowings under the NW Holdings Facility are based on the Debt Rating, which is defined as certain credit ratings assigned by Standard & Poor’s (S&P), Moody’s Investor Services (Moody’s) to certain categories of indebtedness of NW Holdings, and range from (a) the Term SOFR Rate plus 0.680% to 1.275%, for Term Benchmark Loans, or (b) the Alternate Base Rate equal to the greatest of (i) the “prime rate” quoted by The Wall Street Journal, (ii) the NYFRB Rate (as defined) in effect on such day plus 0.50%, and (iii) the Term SOFR Rate for a one-month interest period plus 1.00%, plus 0.000% to 0.275%, in each case based upon the Debt Rating. In addition, NW Holdings will pay (a) a Facility Fee equal to 0.070% to 0.225% per annum on the average daily amount (whether used or unused) of the lenders’ aggregate commitments under the NW Holdings Facility, and (b) a letter of credit fee for each outstanding letter of credit which shall accrue on the average daily amount of each lender’s LC Exposure (as defined) at a per annum rate equal to 0.680% to 1.275%, in each case based upon the Debt Rating.
The NW Holdings Facility requires NW Holdings to maintain a credit rating with any one of S&P, Moody’s, or Fitch Ratings, Inc. and that NW Holdings notify the lenders of any change in the debt rating of NW Natural or in Holdings’ Debt Rating by such rating agencies. A change in NW Holdings’ Debt Rating is not an event of default, nor is the maintenance of a specific minimum level of credit rating a condition to drawing upon the NW Holdings Facility. However, interest rates on any loans outstanding and certain fee amounts under the NW Holdings Facility are determined based upon NW Holdings’ Debt Rating, which may increase or decrease the cost of borrowings and the amounts of certain fees when such ratings are changed.
Conditions to borrowing under the NW Holdings Facility include the truth and correctness in all material respects of all representations and warranties in the credit agreement (with certain representations only made in the case of the initial loans) and that no default or event of default may exist at the time of or immediately after giving effect to such borrowing.
NW Holdings is subject to various affirmative and negative covenants and reporting obligations under the NW Holdings Credit Agreement. These include, among others, restrictions on certain fundamental changes with respect to NW Holdings and its significant subsidiaries, including any merger or any sale, lease, transfer or other disposal of all or substantially all assets, maintenance of 100% of the equity interests of NW Natural (with a specified exception), free and clear of all liens, and maintenance of a ratio of Consolidated Indebtedness to Total Capitalization (each as defined) of 70 percent or less. Events of default under the NW Holdings Credit Agreement include non-payment of amounts due to the lenders, violation of covenants, incorrect representations, failure to pay other material indebtedness, judgments, specified insolvency-related events, a change in control, certain ERISA events, and invalidity of loan documents, subject to, in certain instances, specified thresholds, cure periods and exceptions. The occurrence of an event of default would entitle the lenders to terminate their lending commitments and to accelerate the maturity of all amounts outstanding.
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The descriptions of the NW Holdings Facility do not purport to be complete and are qualified in their entirety by reference to the NW Holdings Credit Agreement, a copy of which is attached as Exhibit 10.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
New NW Natural Credit Facility
On November 3, 2025, NW Natural entered into a Second Amended and Restated Credit Agreement (NW Natural Credit Agreement) providing for unsecured revolving loans with JPMorgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A., U.S. Bank National Association, and Wells Fargo Bank, National Association, as co-syndication agents (NW Natural Facility). The aggregate commitment under the NW Natural Facility is $400 million, with an accordion feature whereby NW Natural may request, subject to certain agent or lender consent rights, increases in the aggregate commitment amount up to an additional $200 million. NW Natural expects the NW Natural Facility to be used primarily to back the NW Natural commercial paper program.
The NW Natural Facility permits the usage of a portion of the revolving credit facility for the issuance of letters of credit in an aggregate amount of up to $60 million for the account of NW Natural. Generally, NW Natural is required to reimburse drawings on letters of credit on the same day such drawings are made, provided that NW Natural may (subject to the conditions to borrowing set forth in the NW Natural Facility) finance such reimbursements with a revolving loan that will bear interest at the Alternate Base Rate (as defined in the NW Natural Facility).
The maturity date for the NW Natural Facility is November 3, 2030 (or, if such day is not a business day, the immediately preceding business day), provided that NW Natural may request, subject to lender consent rights, up to two, additional one-year extensions. NW Natural may prepay any ABR Loan (as defined) without premium payment or penalty. NW Natural may prepay a Term Benchmark Loan (as defined) without premium or penalty except customary breakage fees if prepaid on a date that is other than the end of the applicable interest period.
Under the terms of the NW Natural Facility, NW Natural will pay arrangement fees, upfront fees, administrative agent fees, letter of credit fees and annual facility fees but is not required to maintain compensating bank balances. The interest rates on borrowings under the NW Natural Facility, are based on the Debt Rating, which is defined as certain credit ratings assigned by Standard & Poor’s (S&P) or Moody’s Investor Services (Moody’s) to certain categories of indebtedness of NW Natural, and range from (a) the Term SOFR Rate plus 0.680% to 1.275%, for Term Benchmark Loans, or (b) the Alternate Base Rate equal to the greatest of (i) the “prime rate” quoted by The Wall Street Journal, (ii) the NYFRB Rate in effect on such day plus 0.50%, and (iii) the Term SOFR Rate for a one-month interest period plus 1.00%, plus 0.000% to 0.275%, in each case based upon the Debt Rating. In addition, NW Natural will pay (a) a Facility Fee equal to 0.070% to 0.225% per annum on the average daily amount (whether used or unused) of the lenders’ aggregate commitments under the NW Natural Facility, and (b) a letter of credit fee for each outstanding letter of credit which shall accrue on the average daily amount of each lender’s LC Exposure (as defined) at a per annum rate equal to 0.680% to 1.275%, in each case based upon the Debt Rating.
The NW Natural Facility requires that NW Natural maintain a credit rating with both S&P and Moody’s and that NW Natural notify the lenders of any change in the Debt Rating by such rating agencies. A change in the Debt Rating is not an event of default, nor is the maintenance of a specific minimum level of credit rating a condition to drawing upon the NW Natural Facility. However, interest rates on any loans outstanding and certain fee amounts under the NW Natural Facility are determined based upon the Debt Rating, which may increase or decrease the cost of borrowings and the amounts of certain fees when ratings are changed.
Conditions to borrowing under the NW Natural Facility include the truth and correctness in all material respects of all representations and warranties in the credit agreement (with certain representations only made in the case of the initial loans) and that no default or event of default may exist at the time of or immediately after giving effect to such borrowing.
NW Natural is subject to various affirmative and negative covenants and reporting obligations under the NW Natural Credit Agreement. These include, among others, restrictions on certain fundamental changes with respect to NW Natural and its significant subsidiaries, including any merger or any sale, lease, transfer or other disposal of all or substantially all assets, and maintenance of a ratio of Consolidated Indebtedness to Total Capitalization (each as defined) of 70 percent or less. Events of default under the NW Natural Credit Agreement include non-payment of amounts due to the lenders, violation of covenants, incorrect representations, failure to pay other material indebtedness, judgments, specified insolvency-related events, a change in control, certain ERISA events, and invalidity of loan documents, subject to, in certain instances, specified thresholds, cure periods and exceptions. The occurrence of an event of default would entitle the lenders to terminate their lending commitments and to accelerate the maturity of all amounts outstanding.
The descriptions of the NW Natural Facility do not purport to be complete and are qualified in their entirety by reference to the NW Natural Credit Agreement, a copy of which is attached as Exhibit 10.3 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
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New SiEnergy Holdings Credit Facility
On November 3, 2025, SiEnergy Holdings entered into a Credit Agreement (SiEnergy Holding Credit Agreement) providing for unsecured revolving loans with JPMorgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A., U.S. Bank National Association, and Wells Fargo Bank, National Association, as co-syndication agents (SiEnergy Holdings Facility). The aggregate commitment under the SiEnergy Holding Facility is $75 million, with an accordion feature whereby SiEnergy Holdings may request, subject to certain agent or lender consent rights, increases in the aggregate commitment amount up to an additional $50 million. The SiEnergy Holdings Facility is expected to be drawn on from time to time and used for general corporate purposes, including, but not limited to, contributions from SiEnergy Holdings to its subsidiaries for working capital and other general corporate purposes.
The SiEnergy Holdings Facility permits the usage of a portion of the revolving credit facility for the issuance of letters of credit in an aggregate amount of up to $20 million for the account of SiEnergy Holdings. Generally, SiEnergy Holdings is required to reimburse drawings on letters of credit on the same day such drawings are made, provided that SiEnergy Holdings may (subject to the conditions to borrowing set forth in the SiEnergy Holdings Facility) finance such reimbursements with a revolving loan that will bear interest at the Alternate Base Rate (as defined).
The maturity date for the SiEnergy Holdings Facility is November 3, 2030 (or, if such day is not a business day, the immediately preceding business day), provided that SiEnergy Holdings may request, subject to lender consent rights, up to two, additional one-year extensions. SiEnergy Holdings may prepay any ABR Loan (as defined) without premium payment or penalty. SiEnergy Holdings may prepay a Term Benchmark Loan (as defined) without premium or penalty except customary breakage fees if prepaid on a date that is other than the end of the applicable interest period.
Under the terms of the SiEnergy Holdings Facility, SiEnergy Holdings will pay arrangement fees, upfront fees, administrative agent fees, letter of credit fronting fees and annual facility fees but is not required to maintain compensating bank balances. The SiEnergy Holdings Facility requires that SiEnergy Holdings maintain a credit rating with any one of S&P, Moody’s or certain other rating organizations.
The interest rates on borrowings under the SiEnergy Holdings Facility are based on the Debt Rating, which is defined as certain credit ratings assigned by Standard & Poor’s (S&P) or Moody’s Investor Services (Moody’s) to certain categories of indebtedness of SiEnergy Holdings, and range from (a) the Term SOFR Rate plus 0.680% to 1.275%, for Term Benchmark Loans, or (b) the Alternate Base Rate equal to the greatest of (i) the “prime rate” quoted by The Wall Street Journal, (ii) the NYFRB Rate in effect on such day plus 0.50%, and (iii) the Term SOFR Rate for a one-month interest period plus 1.00%, plus 0.000% to 0.275%, in each case based upon the Debt Rating. In addition, SiEnergy Holdings will pay (a) a Facility Fee equal to 0.070% to 0.225% per annum on the average daily amount (whether used or unused) of the lenders’ aggregate commitments under the SiEnergy Holdings Facility, and (b) a letter of credit fee for each outstanding letter of credit which shall accrue on the average daily amount of each lender’s LC Exposure (as defined) at a per annum rate equal to 0.680% to 1.275%, in each case based upon the Debt Rating. The SiEnergy Holdings Facility requires that SiEnergy Holdings notify the lenders of any change in the Debt Rating by S&P or Moody's. A change in the Debt Rating is not an event of default, nor is the maintenance of a specific minimum level of credit rating a condition to drawing upon the SiEnergy Holdings Facility. However, interest rates on any loans outstanding and certain fee amounts under the SiEnergy Holdings Facility are determined based upon the Debt Rating, which may increase or decrease the cost of borrowings and the amounts of certain fees when ratings are changed.
Conditions to borrowing under the SiEnergy Holdings Facility include the truth and correctness in all material respects of all representations and warranties in the credit agreement (with certain representations only made in the case of the initial loans) and that no default or event of default may exist at the time of or immediately after giving effect to such borrowing.
SiEnergy Holdings is subject to various affirmative and negative covenants and reporting obligations under the SiEnergy Holdings Credit Agreement. These include, among others, restrictions on certain fundamental changes with respect to SiEnergy Holdings and its significant subsidiaries, including any merger or any sale, lease, transfer or other disposal of all or substantially all assets, restrictions on the incurrence of indebtedness, certain dispositions of assets of SiEnergy Holdings or its subsidiaries, transactions involving SiEnergy Holdings or its subsidiaries with their affiliates, maintenance of ownership of 100% of the equity interests in SiEnergy Gas, LLC, free and clear of all liens, and maintenance of a ratio of Consolidated Indebtedness to Total Capitalization (each as defined) of 70 percent or less. Events of default under the SiEnergy Holdings Credit Agreement include non-payment of amounts due to the lenders, violation of covenants, incorrect representations, failure to pay other material indebtedness, judgments, specified insolvency-related events, a change in control, certain ERISA events, and invalidity of loan documents, subject to, in certain instances, specified thresholds, cure periods and exceptions. The occurrence of an event of default would entitle the lenders to terminate their lending commitments and to accelerate the maturity of all amounts outstanding.
The descriptions of the SiEnergy Holdings Facility do not purport to be complete and are qualified in their entirety by reference to the SiEnergy Holdings Credit Agreement, a copy of which is attached as Exhibit 10.4 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
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Rule 10b5-1 Trading Arrangements
From time to time, our officers (as defined in Rule 16a-1(f) of the Exchange Act) and directors may enter into Rule 10b5-1 or non-Rule 10b5-1 trading arrangements (as each such term is defined in Item 408 of Regulation S-K).
On August 18, 2025 , Justin B. Palfreyman , President and Chief Executive Officer of NW Holdings and Chief Executive Officer of NW Natural , adopted a Rule 10b5‑1 trading arrangement for the purchase of shares of NW Holdings’ common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c) under the Exchange Act. Mr. Palfreyman's Rule 10b5‑1 trading arrangement provides for the potential purchase of up to 5,000 shares of NW Holdings’ common stock between November 17, 2025 and August 17, 2026 , subject to conditions set forth in the arrangement, and so long as the market price of NW Holdings’ common stock is below certain threshold prices specified in Mr. Palfreyman's Rule 10b5‑1 trading arrangement.
Except as described above, during the three months ended September 30, 2025, none
ITEM 6. EXHIBITS
See the Exhibit Index below, which is incorporated by reference herein.
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NORTHWEST NATURAL GAS COMPANY
NORTHWEST NATURAL HOLDING COMPANY
Exhibit Index to Quarterly Report on Form 10-Q
For the Quarter Ended September 30, 2025
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| Exhibit Index | |||||
Exhibit Number | Document | ||||
| *3.1 | Amended and Restated Bylaws of Northwest Natural Holding Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed July 25, 2025, File No. 1-38681) | ||||
| *3.2 | Amended and Restated Bylaws of Northwest Natural Gas Company (incorporated by reference to Exhibit 3.2 to Form 10-Q for the quarter ended June 30, 2025, File No. 1-15973) | ||||
| *10.1 | Deferred Compensation Plan for Directors and Executives, effective January 1, 2005, restated as of August 1, 2025 (incorporated by reference to Exhibit 3.2 to Form 10-Q for the quarter ended June 30, 2025, File No. 1-15973) | ||||
| 10.2 | Second Amended and Restated Credit Agreement, dated as of November 3, 2025, among Northwest Natural Holding Company and the lenders party thereto, with JPMorgan Chase Bank, N.A. as administrative agent and Bank of America, N.A., U.S. Bank National Association, and Wells Fargo Bank, National Association, as co-syndication agents | ||||
| 10.3 | Second Amended and Restated Credit Agreement, dated as of November 3, 2025, among Northwest Natural Gas Company and the lenders party thereto, with JPMorgan Chase Bank, N.A. as administrative agent and Bank of America, N.A., U.S. Bank National Association, and Wells Fargo Bank, National Association, as co-syndication agents | ||||
| 10.4 | Credit Agreement, dated as of November 3, 2025, among SiEnergy Holding, LLC and the lenders party thereto, with JPMorgan Chase Bank, N.A. as administrative agent and Bank of America, N.A., U.S. Bank National Association, and Wells Fargo Bank, National Association, as co-syndication agents | ||||
| 10.5 | Amendment No. 1 to Term Loan Agreement, dated as of November 3, 2025, among Northwest Natural Holding Company, the lenders party thereto, with U.S. Bank National Association, as administrative agent and sole bookrunner and lead arranger. | ||||
| 31.1 | Certification of Principal Executive Officer of Northwest Natural Gas Company Pursuant to Rule 13a-14(a)/15-d-14(a), Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2 | Certification of Principal Financial Officer of Northwest Natural Gas Company Pursuant to Rule 13a-14(a)/15-d-14(a), Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.3 | Certification of Principal Executive Officer of Northwest Natural Holding Company Pursuant to Rule 13a-14(a)/15-d-14(a), Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.4 | Certification of Principal Financial Officer of Northwest Natural Holding Company Pursuant to Rule 13a-14(a)/15-d-14(a), Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| **32.1 | Certification of Principal Executive Officer and Principal Financial Officer of Northwest Natural Gas Company Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| **32.2 | Certification of Principal Executive Officer and Principal Financial Officer of Northwest Natural Holding Company Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 101 | The following materials formatted in Inline Extensible Business Reporting Language (Inline XBRL): (i) Consolidated Statements of Income; (ii) Consolidated Balance Sheets; (iii) Consolidated Statements of Cash Flows; and (iv) Related notes. The instance document does not appear in the interactive data file because XBRL tags are embedded within the Inline XBRL document. | ||||
| 104 | The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL. | ||||
* Incorporated by reference as indicated.
84
** Pursuant to Item 601(b)(32)(ii) of Regulation S-K, this certification is furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company and its subsidiaries.
NORTHWEST NATURAL GAS COMPANY
(Registrant)
| Dated: | November 5, 2025 | ||||||||||
| /s/ Brody J. Wilson | |||||||||||
| Brody J. Wilson | |||||||||||
| Principal Accounting Officer | |||||||||||
| Vice President, Treasurer, Chief Accounting Officer and Controller | |||||||||||
NORTHWEST NATURAL HOLDING COMPANY
(Registrant)
| Dated: | November 5, 2025 | ||||||||||
| /s/ Brody J. Wilson | |||||||||||
| Brody J. Wilson | |||||||||||
| Principal Accounting Officer | |||||||||||
| Vice President, Treasurer, Chief Accounting Officer and Controller | |||||||||||
86
FAQ
How did NWN perform in Q3 2025?
Operating revenues were $164.7 million and the company reported a $29.9 million net loss.
What are NWN’s year-to-date results for 2025?
Year to date, operating revenues were $895.2 million and net income was $55.5 million.
What were NWN’s cash flows and major investments year to date?
Cash from operations was $265.9 million; capital expenditures were $332.7 million and acquisitions used $331.3 million.
How did NWN fund its 2025 activities?
The company issued $560.0 million of long‑term debt and $47.8 million of common stock year to date.
What is NWN’s financial position as of September 30, 2025?
Total assets were $5.85 billion, long‑term debt was $2.13 billion, and total equity was $1.43 billion.
How many NWN shares were outstanding?
At October 24, 2025, there were 41,507,042 common shares outstanding.
What dividends did NWN pay?
Dividends per share were $0.49 in Q3 2025 and $1.47 year to date.
Northwest Natrl
NYSE:NWN
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1.91B
40.65M
0.74%
83.64%
1.84%
Utilities - Regulated Gas
Natural Gas Distribution
United States
PORTLAND