Record 2025 results at NW Natural (NYSE: NWN) with MX3 growth plan

Q: How did Northwest Natural Holding Company (NWN) perform financially in 2025?

Northwest Natural Holdings posted net income of $113.3 million and EPS of $2.77 in 2025, up from $78.9 million and $2.03 in 2024. Adjusted EPS reached a record $2.93 , reflecting stronger utility margins, acquisitions, and continued customer growth.

Q: What 2026 earnings guidance did Northwest Natural Holding Company (NWN) provide?

The company initiated 2026 EPS guidance of $2.95–3.15 . Management also reaffirmed a 4–6% long-term annual EPS growth target for 2026–2030, potentially 5–7% including the MX3 storage project, using adjusted 2025 EPS as the base year.

Q: What is the MX3 gas storage expansion project and its expected impact on NWN?

MX3 is a planned 4–5 Bcf expansion of the Mist gas storage facility with projected capital expenditures of about $300 million . Investment-grade utilities and midstream providers have agreed to 25‑year contracts at a fixed 12.5% allowed ROE, supporting stable, long-term returns.

Q: How fast is Northwest Natural Holding Company (NWN) growing its customer base?

Over the last 12 months, the company added approximately 98,000 gas and water utility connections, delivering a combined growth rate of 11.1% as of December 31, 2025. Growth was mainly driven by the acquisition of SiEnergy and continued expansion in its service territories.

Q: How did NWN’s capital spending and rate base plans evolve for 2026–2030?

The company invested a record $467 million in 2025 and plans $500–550 million of capital expenditures in 2026. For 2026–2030, total planned capex is $2.6–2.9 billion , targeting 6–8% annual rate base growth driven by utility system investments.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Northwest Natural Holding Company reported strong 2025 results, with net income of $113.3 million and EPS of $2.77, up from $78.9 million and $2.03 in 2024. Adjusted EPS reached a record $2.93 versus $2.33.

The company added about 98,000 gas and water connections for an 11.1% combined growth rate and invested a record $467 million in utility systems. Regulators in Oregon approved a general rate case settlement that increased the revenue requirement by $20.7 million, or 2.0%.

Management initiated 2026 EPS guidance of $2.95–3.15 and targets 4–6% annual EPS growth from 2026–2030, potentially 5–7% with its MX3 gas storage expansion. MX3 is a planned ~$300 million storage project backed by 25‑year contracts at a fixed 12.5% allowed return on equity. The annual dividend was increased for the 70th consecutive year to an indicated $1.97 per share.

Positive

Record earnings growth and guidance: 2025 adjusted EPS rose to $2.93 from $2.33, net income increased to $113.3 million from $78.9 million, and management issued 2026 EPS guidance of $2.95–3.15 with a 4–6% long-term EPS growth target.
Contracted MX3 growth project: The MX3 gas storage expansion is expected to require about $300 million of capital and is backed by 25‑year contracts with investment-grade customers at a fixed 12.5% allowed ROE and a 50/50 debt‑equity capital structure.

Negative

Higher leverage and interest burden: Long-term debt increased to $2.27 billion from $1.68 billion, and net interest expense rose to $122.5 million from $80.1 million, which raises ongoing financing costs and reduces earnings flexibility.

Insights

Record earnings, visible growth capex, and a long-term contracted storage project support a stronger outlook.

Northwest Natural Holdings delivered record adjusted EPS of $2.93 in 2025, up from $2.33, driven by Oregon rate relief, acquisitions like SiEnergy, and water growth. Net income rose to $113.3M, while connections increased 11.1%, showing momentum across gas and water platforms.

The company is planning $2.6–2.9B of capital expenditures for 2026–2030, targeting 6–8% rate base growth and 4–6% annual EPS growth, potentially 5–7% with MX3. MX3’s ~$300M spend is supported by 25‑year contracts with investment-grade counterparties, at a fixed 12.5% ROE and 50/50 capital structure, which should help stabilize returns.

Leverage has increased, with long-term debt rising to $2.27B and interest expense to $122.5M. Future performance will hinge on executing the capex plan, earning allowed returns in rate cases, and delivering MX3 by its targeted in‑service timing before the end of 2029 while managing financing costs.

02/26/2026 - 08:00 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

February 27, 2026

Date of Report (Date of earliest event reported)

NORTHWEST NATURAL HOLDING COMPANY

NORTHWEST NATURAL GAS COMPANY

(Exact name of registrant as specified in its charter)

Commission file number

1-38681

Commission file number

1-15973

Oregon

82-4710680

Oregon

93-0256722

(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.)

250 S.W. Taylor Street

Portland

Oregon

97204

Portland

Oregon

97204

(Address of principal executive offices)

(Zip Code)

(Address of principal executive offices)

(Zip Code)


Registrant’s telephone number, including area code:															(503)			226-4211																		Registrant’s telephone number, including area code:															(503)			226-4211

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Registrant	Title of each class	Trading Symbol	Name of each exchange on which registered
Northwest Natural Holding Company	Common Stock	NWN	New York Stock Exchange
Northwest Natural Gas Company	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Northwest Natural Holding Company

Emerging growth company

☐

Northwest Natural Gas 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.

☐


Item 2.02			Results of Operation and Financial Condition

On February 27, 2026, Northwest Natural Holding Company (NW Holdings) issued a press release announcing its earnings for the quarter and year ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Item 2.02 and in the accompanying exhibit shall not be incorporated by reference into any filing of NW Holdings or Northwest Natural Gas Company (NW Natural), whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Item 2.02, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Forward-Looking Statements

This press release, and other presentations made by NW Holdings from time to time, may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "anticipates," "assumes," “continues,” “could,” "intends," "plans," "seeks," "believes," "estimates," "expects," "forecasts," "will" and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements regarding the following: plans, objectives, assumptions, estimates, expectations, forecasts, outlooks, timing, goals, strategies, commitments, future events, financial positions, financial performance, investments, valuations, timing and amount of capital expenditures, targeted capital structure, risks, risk profile, stability, acquisitions and timing, approval, completion and integration thereof, the likelihood and success associated with any transaction, strategic fit, utility system, technology and infrastructure investments, expected timing of notice to proceed, the initiation of construction, expected in service date and capital expenditure requirements for MX3, system modernization, reliability and resiliency, global, national and local economies, economic and GDP growth, customer and business growth, continued expansion of service territories, rate base growth, customer backlog, growth opportunities, customer satisfaction ratings, weather, performance and service during weather events, customer rates or rate recovery and the timing and magnitude of potential rate changes and the potential outcome of rate cases, environmental remediation cost recoveries, environmental initiatives, decarbonization and the role of natural gas and the gas delivery system, including decarbonization goals and timelines, energy efficiency measures, use of renewable sources, renewable natural gas purchases, projects, investments and other renewable initiatives, and timing, magnitude and completion thereof, unregulated renewable natural gas strategy and initiatives, hydrogen projects or investments and timing, magnitude, approvals and completion thereof, procurement of renewable natural gas or hydrogen for customers, technology and policy innovations, strategic goals and visions, water, wastewater and water services acquisitions, personnel additions, partnerships, investment strategy, regulatory strategy, and financial effects of water, wastewater and water services acquisitions, expected growth and safety benefits of facility upgrade investments, operating plans of third parties, financial targets, financial results, including estimated income, availability and sources of liquidity, capital markets, financing transactions, expenses, positions, revenues, returns, cost of capital, timing, and earnings, earnings guidance and estimated future growth rates, credit ratings, debt and equity issuances and timing, future dividends, commodity costs and sourcing, asset management activities, regulatory environment, performance, timing, outcome, or effects of regulatory proceedings or mechanisms or approvals, rate case execution, regulatory prudence reviews, anticipated regulatory actions or filings, accounting treatment of future events, economic and political conditions, effects of legislation or changes in laws or regulations, impact of the current U.S. presidential administration and Congress, effects, extent, the imposition or announcement of tariffs or trade restrictions, inflation, geopolitical uncertainty and other statements that are other than statements of historical facts.

Market Risk" in the most recent Annual Report on Form 10-K and in Part I, Items 2 and 3 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures About Market Risk", and Part II, Item 1A, "Risk Factors", in the quarterly reports filed thereafter, which, among others, outline legal, regulatory and legislative risks, financial, macroeconomic and geopolitical risks, growth and strategic risks, operational risks, business continuity and technology risks, environmental risks and risks related to our water and renewables businesses.

All forward-looking statements made in this report and all subsequent forward-looking statements, whether written or oral and whether made by or on behalf of NW Holdings or NW Natural, are expressly qualified by these cautionary statements. Any forward-looking statement speaks only as of the date on which such statement is made, and NW Holdings and NW Natural 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. New factors emerge from time to time and it is not possible to predict all such factors, nor can it assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index below.

EXHIBIT INDEX


Exhibit						Description

99.1						Press Release of Northwest Natural Holding Company issued February 27, 2026 (furnished and not filed).
104						Inline XBRL for the cover page of this Current Report on Form 8-K.

SIGNATURE

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 hereunto 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 HOLDING COMPANY
		(Registrant)

Dated:	February 27, 2026	/s/ Raymond Kaszuba III
		Senior Vice President and Chief Financial Officer

		NORTHWEST NATURAL GAS COMPANY
		(Registrant)

Dated:	February 27, 2026	/s/ Raymond Kaszuba III
		Senior Vice President and Chief Financial Officer


			Exhibit 99.1

For Immediate Release

Feb. 27, 2026

NW Natural Holdings Delivers Record 2025 Results Across All Businesses

PORTLAND, ORE. — Northwest Natural Holding Company (NYSE: NWN) (NW Natural Holdings) reported financial results and highlights including:

2025 Highlights

•Reported earnings per share (EPS) of $2.77 and record adjusted EPS1 of $2.93 for 2025, compared to EPS of $2.03 and adjusted EPS1 of $2.33 for 2024

•Added approximately 98,000 gas and water utility connections in the last 12 months for a combined growth rate of 11.1% as of Dec. 31, 2025, mainly driven by the acquisition of SiEnergy

•Invested a record $467 million in our utility systems to support greater reliability and resiliency

•Increased our dividend for the 70th consecutive year in November 2025

2026 Guidance and Long-term Growth Targets

•Initiated 2026 EPS guidance of $2.95–3.15

•Expect rate base growth of 6–8% through 2030 driven by planned cap-ex of $2.6–2.9 billion from 2026–2030

•Announced third Mist Gas Storage Expansion project (MX3)

•Reaffirmed long-term EPS growth rate target of 4–6%2 and potential to increase to 5–7%2 with MX3 project

"Last year was a pivotal year," said Justin B. Palfreyman, President and CEO of NW Natural Holdings. "We delivered record adjusted earnings per share at the top of our guidance range, deployed a record amount of capital to support customers, and reported our strongest organic customer growth in nearly two decades. I'm incredibly proud that NW Natural gas customers' bills are about the same as they were 20 years ago — a testament to disciplined cost management and long-term rate stability. The strategic decisions we've made over the last few years have resulted in three strong, growing businesses with a long runway of opportunity. Projects like our new MX3 storage expansion strengthen regional reliability, energy affordability, and support our long‑term growth outlook. With momentum on our side, we’re executing with discipline and creating value for our customers and shareholders."

FOURTH QUARTER AND ANNUAL RESULTS

NW Natural Holdings' fourth quarter and annual results are summarized below:


	Three Months Ended December 31,						Twelve Months Ended December 31,
In thousands, except EPS	2025		2024		Change		2025		2024		Change
Net income	$	57,793	$	45,002	$	12,791	$	113,319	$	78,871	$	34,448
EPS	1.39		1.12		0.27		2.77		2.03		0.74
Adjusted net income1	57,793		56,757		1,036		119,996		90,626		29,370
Adjusted EPS1	1.39		1.41		(0.02)		2.93		2.33		0.60

1 See "Non-GAAP Financial Measures", "Q4 and Annual Reconciliation to GAAP" for a definition and further information on adjusted net income and adjusted EPS. Adjusted 2025 net income and adjusted EPS exclude transaction and business development costs including the effects of the SiEnergy and Pines transactions. Adjusted 2024 net income and adjusted EPS exclude non-cash regulatory disallowance of NW Natural's line extension costs and SiEnergy transaction costs.

2 EPS growth forecasted for period 2026 – 2030 compounded annually; EPS growth rate uses adjusted 2025 EPS as base year. Long-term growth rate target with MX3 assumes in-service date prior to the end of 2029. NW Natural Holdings does not provide a reconciliation of adjusted EPS growth rate target to the most directly comparable GAAP measures due to the inherent difficulty in forecasting and quantifying certain significant items.

KEY EVENTS

Oregon Commission Approves New Rates for NW Natural

On Oct. 24, 2025, the Public Utility Commission of Oregon (OPUC) issued an order approving the all-party settlements in NW Natural's Oregon general rate case and resolving the remaining outstanding items. The order increased our revenue requirement by $20.7 million, or 2.0%, over current rates including final adjustments for capital projects placed into service and the depreciation study.

MX3 Storage Expansion Project Announced

NW Natural Gas Company (NW Natural) is advancing a 4–5 Bcf expansion of its Mist gas storage facility to support regional energy needs. Capacity is committed to investment grade regional utilities and midstream providers, who have agreed to 25-year contracts once Notice to Proceed is received. These new storage services will be regulated by FERC and customers have agreed to a fixed 12.5% return on equity, which should provide stable returns, and a capital structure of 50% equity and 50% long-term debt. Capital expenditures for the project are expected to total approximately $300 million. NW Natural expects the MX3 expansion to be in service by the end of 20291.

2026 GUIDANCE AND LONG-TERM TARGETS

This guidance assumes continued customer growth, average weather conditions, and no significant changes in prevailing regulatory policies, mechanisms, or assumed outcomes, or significant local, state or federal laws, legislation or regulations. Required funds for the capital expenditures are expected to be internally generated or financed with long-term debt or equity, as appropriate.


Guidance	2026 Guidance	2025 Actual
EPS	$2.95–3.15	$2.932
Capital Expenditures	$500–550 million	$467 million

Long-term Targets	2026–20303
EPS Growth	4.0–6.0%
Capital Expenditures	$2.6–2.9 billion
Rate Base	6.0–8.0%
Customer Growth	2.0–3.0%

1 We are targeting Notice to Proceed by late 2027.

2 See "Non-GAAP Financial Measures" and "Reconciliation to GAAP" for a definition and further information on adjusted EPS. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures calculated in accordance with U.S. GAAP. Non-GAAP financial measures are used to analyze our financial performance because we believe they provide useful information to our investors and creditors in evaluating our financial condition and results of operations.

3 EPS growth forecasted for period 2026 – 2030 compounded annually; EPS growth rate uses adjusted 2025 EPS as base year.

ANNUAL RESULTS

We primarily operate through three reportable business segments, which are NWN Gas Utility, SiEnergy, and NWN Water. NW Holdings also has investments and business activities, including NW Natural Renewables, not specifically related to the reportable business segments, which are aggregated and reported as other.

NW Natural Holdings' annual results by business segment are summarized in the table below:


	2025				2024				Change
In thousands, except per share data	Amount		Per Share1		Amount		Per Share1		Amount		Per Share1
Net income (loss):
NWN Gas Utility	$	110,022	$	2.69	$	77,126	$	1.98	$	32,896	$	0.71
SiEnergy Gas Utility	13,737		0.33		—		—		13,737		0.33
NWN Water Utility	14,155		0.35		5,466		0.14		8,689		0.21
Other	(24,595)		(0.60)		(3,721)		(0.09)		(20,874)		(0.51)
Consolidated	$	113,319	$	2.77	$	78,871	$	2.03	$	34,448	$	0.74

Adjusted net income (loss):
NWN Gas Utility2	$	110,022	$	2.69	$	87,196	$	2.24	$	22,826	$	0.45
SiEnergy Gas Utility	13,737		0.33		—		—		13,737		0.33
NWN Water Utility	14,155		0.35		5,466		0.14		8,689		0.21
Other2	(17,918)		(0.44)		(2,036)		(0.05)		(15,882)		(0.39)
Consolidated2	$	119,996	$	2.93	$	90,626	$	2.33	$	29,370	$	0.60

Diluted Shares			40,953				38,869				2,084

1 Segment EPS is a non-GAAP financial measure, which takes segment net income calculated in accordance with GAAP and divides it by the diluted shares outstanding of NW Natural Holdings. See "Non-GAAP Financial Measures" for additional information. The reconciliation of segment EPS to Consolidated NW Natural Holdings EPS is shown in the table above.

2 See "Non-GAAP Financial Measures" and "Q4 and Annual 2025 Reconciliation to GAAP" for additional information on NWN Gas Utility, other and consolidated adjusted net income and adjusted EPS.

NWN Gas Utility net income increased $32.9 million (or $0.71 per share). On an adjusted basis, net income increased $22.8 million (or $0.45 per share), which excludes the effects of the non-cash regulatory disallowance recorded in the fourth quarter of 2024. The increase in net income primarily reflects new rates in Oregon on Nov. 1, 2024 and Oct. 31, 2025, partially offset by higher operations and maintenance and depreciation expenses.

SiEnergy Gas Utility was acquired on Jan. 7, 2025, and Pines was acquired on June 2, 2025. The segment provided net income of $13.7 million (or $0.33 per share) in 2025. Results were primarily driven by customer growth and investments in the system.

NWN Water Utility net income increased $8.7 million (or $0.21 per share) mainly reflecting an increase in operating revenues primarily due to new rates for its Arizona utilities and water acquisitions. This was partially offset by higher operations and maintenance expenses.

Other The net loss from the Company's other business activities increased $20.9 million (or $0.51 per share). On an adjusted basis, the net loss increased $15.9 million ($0.39 per share), which excludes transaction expenses and business development costs. The change in the adjusted net loss was primarily related to higher interest expense due to incremental financings at NW Natural Holdings in December 2024 and March 2025.

FOURTH QUARTER RESULTS

NW Natural Holdings' fourth quarter results by business segment are summarized in the table below:


	Three Months Ended December 31,
	2025				2024				Change
In thousands, except per share data	Amount		Per Share1		Amount		Per Share1		Amount		Per Share1
Net income (loss):
NWN Gas Utility	$	52,315	1.26		$	44,802	$	1.11	$	7,513	$	0.15
SiEnergy Gas Utility	5,653		0.13		—		—		5,653		0.13
NWN Water Utility	4,887		0.12		2,510		0.06		2,377		0.06
Other	(5,062)		(0.12)		(2,310)		(0.05)		(2,752)		(0.07)
Consolidated	$	57,793	$	1.39	$	45,002	$	1.12	$	12,791	$	0.27

Adjusted net income (loss):
NWN Gas Utility2	$	52,315	$	1.26	$	54,872	$	1.36	$	(2,557)	$	(0.10)
SiEnergy Gas Utility	5,653		0.13		—		—		5,653		0.13
NWN Water Utility	4,887		0.12		2,510		0.06		2,377		0.06
Other2	(5,062)		(0.12)		(625)		(0.01)		(4,437)		(0.11)
Consolidated2	$	57,793	$	1.39	$	56,757	$	1.41	$	1,036	$	(0.02)

Diluted Shares			41,627				40,220				1,407

2 See "Non-GAAP Financial Measures", "Q4 and Annual Reconciliation to GAAP" for additional information on NWN Gas Utility, other and consolidated adjusted net income and adjusted EPS.

NWN Gas Utility net income increased $7.5 million (or $0.15 per share). Margin increased due to new rates from the Oregon rate case effective Oct. 31, 2025, partially offset by higher depreciation and property taxes from investment in the system. On an adjusted basis, net income decreased $2.6 million (or $0.10 per share), which excludes the non-cash regulatory disallowance in the fourth quarter of 2024.

SiEnergy Gas Utility was acquired on Jan. 7, 2025, and Pines was acquired on June 2, 2025. The segment provided net income of $5.7 million (or $0.13 per share) driven by customer growth and investments in the system.

NWN Water Utility net income increased $2.4 million (or $0.06 per share) mainly reflecting strong organic customer growth, partially offset by higher operations and maintenance and depreciation expenses.

Other net loss from the Company's other business activities increased $2.8 million (or $0.07 per share). The higher net loss was primarily due to higher interest expense mainly from incremental financings in December 2024 and March 2025, partially offset by higher contributions from NW Natural Renewables from a full quarter of renewable natural gas production in 2025. On an adjusted basis, net loss increased $4.4 million (or $0.11 per share), which excludes the SiEnergy transaction costs in the fourth quarter of 2024.

DIVIDEND DECLARED

In January 2026, the board of directors of NW Natural Holdings declared a quarterly dividend of $0.4925 per share on the Company’s common stock. The dividend was paid on Feb. 13, 2026 to shareholders of record on Jan. 30, 2026. The Company’s current indicated annual dividend rate is $1.97 per share. Future dividends are subject to board of director discretion and approval.

CONFERENCE CALL AND WEBCAST

As previously announced, NW Natural Holdings will host a conference call and webcast today to discuss its fourth quarter and annual 2025 financial and operating results.


Date and Time:			Friday, February 27 8 a.m. PT (11 a.m. ET)

Phone Number:			1-833-470-1428 Passcode: 245591

The call will also be webcast in a listen-only format for the media and general public and can be accessed at ir.nwnaturalholdings.com. A replay of the conference call will be available on our website and by dialing 1-866-813-9403 and the replay access code of 398089.

ABOUT NW NATURAL HOLDINGS

Northwest Natural Holding Company (NYSE: NWN) is headquartered in Portland, Oregon and has operated for more than 167 years. It owns Northwest Natural Gas Company (NW Natural), the Company's long-standing natural gas utility serving the Pacific Northwest; SiEnergy Operating, LLC (SiEnergy), a fast growing natural gas utility serving key Texas markets; NW Natural Water Company (NW Natural Water), an expanding water and wastewater utility; and additional business interests. Together, NW Natural Holdings provides essential energy and water services to nearly one million customers across seven states. The Company has a longstanding commitment to safety, environmental stewardship and supporting its employees and communities, and consistently leads the industry in J.D. Power customer satisfaction. Additional information is available at nwnaturalholdings.com.

Investor Contact:

Nikki Sparley

Phone: 503-721-2530

Email: nikki.sparley@nwnatural.com

Media Contact:

David Roy

Phone: 503-610-7157

Email: david.roy@nwnatural.com

FORWARD-LOOKING STATEMENTS

Forward-looking statements are based on current expectations and assumptions regarding its business, the economy, geopolitical factors, 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. Actual results may differ materially from those contemplated by the forward-looking statements. You are therefore cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future operational, economic or financial performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed by reference to the factors described in 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 Disclosure about Market Risk" in the most recent Annual Report on Form 10-K and in Part I, Items 2 and 3 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures About Market Risk", and Part II, Item 1A, "Risk Factors", in the quarterly reports filed thereafter, which, among others, outline legal, regulatory and legislative risks, financial, macroeconomic and geopolitical risks, growth and strategic risks, operational risks, business continuity and technology risks, environmental risks and risks related to our water and renewables businesses.

NON-GAAP FINANCIAL MEASURES

Management uses "adjusted net income", "adjusted earnings per share," "adjusted segment net loss," "segment earnings per share” and "adjusted segment earnings per share," each of which are non-GAAP financial measures, when evaluating NW Natural Holdings' overall performance. Management uses non-GAAP measures in making operating decisions because we believe those measures provide meaningful supplemental information regarding our earning potential and performance for management by excluding certain expenses and charges that may not be indicative of our core business operating results and can affect the comparison of period-over-period results. These adjustments may include transaction and business development costs primarily consisting of professional fees including legal, accounting, financial and other professional fees incurred in connection with business combinations and business development activities. In addition to presenting the results of operations and earnings amounts in total, certain financial measures are expressed in cents per share, which are non-GAAP financial measures. All references to EPS are on the basis of diluted shares.

Such non-GAAP financial measures are used to analyze our financial performance because we believe they provide useful information to our investors and creditors in evaluating our financial condition and results of operations. Our non-GAAP financial measures should not be considered a substitute for, or superior to, measures calculated in accordance with U.S. GAAP. Moreover, these non-GAAP financial measures have limitations in that they do 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 each non-GAAP financial measure to the most directly comparable GAAP financial measure is provided in the tables below.


NORTHWEST NATURAL HOLDINGS
Consolidated Income Statement and Financial Highlights (Unaudited)
Fourth Quarter and Annual Period
		Three Months Ended						Twelve Months Ended
In thousands, except per share amounts and customer data		December 31,						December 31,
		2025			2024			2025			2024
Operating revenues		$	394,157		$	370,876		$	1,289,363		$	1,152,994

Operating expenses:
	Cost of gas	118,654			124,793			395,576			412,382
	Operations and maintenance	87,832			92,154			327,365			294,658
	Environmental remediation	4,827			4,828			14,623			14,054
	General taxes	12,133			10,465			52,046			48,672
	Revenue taxes	14,808			15,613			48,165			48,343
	Depreciation	42,961			36,486			165,506			137,898
	Other operating expenses	1,193			1,596			5,191			5,845
	Total operating expenses	282,408			285,935			1,008,472			961,852
Income from operations		111,749			84,941			280,891			191,142
Other income (expense), net		(1,953)			(910)			(3,700)			(1,108)
Interest expense, net		32,192			21,190			122,513			80,092
Income before income taxes		77,604			62,841			154,678			109,942
Income tax expense		19,811			17,839			41,359			31,071
Net income		$	57,793		$	45,002		$	113,319		$	78,871

Common shares outstanding:
Average diluted for period		41,627			40,220			40,953			38,869
End of period		41,564			40,222			41,564			40,222

Per share of common stock information:
Diluted earnings		$	1.39		$	1.12		$	2.77		$	2.03
Dividends paid		0.4925			0.4900			1.9625			1.9525

Capital structure, end of period:
Common stock equity		36.2		%	42.4		%	36.2		%	42.4		%
Long-term debt (including junior subordinated notes)		55.7			51.4			55.7			51.4
Short-term debt (including current maturities of long-term debt)		8.1			6.2			8.1			6.2
	Total	100.0		%	100.0		%	100.0		%	100.0		%

Operating Statistics
	Meters							2025			2024
	NWN gas utility							809,597			805,529
	SiEnergy gas utility							89,676			—
	NWN Water utility							80,703			76,401
	Total Meters - end of period							979,976			881,930

	NWN Gas Utility Margin
	Operating revenues	$	341,354		$	348,958		$	1,096,785		$	1,075,688
	Less: Cost of gas	107,563			124,778			356,126			412,320
	Less: Environmental remediation expense	4,827			4,827			14,623			14,053
	Less: Revenue taxes	14,252			15,456			45,887			48,037
	NWN Gas Utility Margin	$	214,712		$	203,897		$	680,149		$	601,278

	SiEnergy Gas Utility Margin
	Operating revenues	$	19,995		$	—		$	65,984		$	—
	Less: Cost of gas	5,662			—			19,892			—
	Less: Revenue taxes	443			—			1,876			—
	SiEnergy Gas Utility Margin	$	13,890		$	—		$	44,216		$	—


NORTHWEST NATURAL HOLDINGS
Consolidated Balance Sheets (Unaudited)	As of December 31,
In thousands	2025		2024
Assets:
Current assets:
Cash and cash equivalents	$	36,673	$	38,490
Accounts receivable	121,875		124,480
Accrued unbilled revenue	97,238		94,400
Allowance for uncollectible accounts	(4,068)		(3,474)
Regulatory assets	143,745		130,116
Derivative instruments	3,922		6,628
Inventories	127,697		106,954

Other current assets	75,850		60,180
Total current assets	602,932		557,774
Non-current assets:
Property, plant, and equipment	5,640,435		4,918,919
Less: Accumulated depreciation	1,288,422		1,246,592
Total property, plant, and equipment, net	4,352,013		3,672,327
Regulatory assets	424,194		382,499
Derivative instruments	366		535
Other investments	80,676		82,236
Operating lease right of use asset, net	68,224		68,626
Assets under sales-type leases	121,470		125,653
Goodwill	370,815		183,804
Other non-current assets	146,351		160,862
Total non-current assets	5,564,109		4,676,542
Total assets	$	6,167,041	$	5,234,316
Liabilities and equity:
Current liabilities:
Short-term debt	$	171,989	$	170,110
Current maturities of long-term debt	160,627		30,787
Accounts payable	175,566		133,270
Taxes accrued	18,123		16,176
Interest accrued	26,121		18,220
Regulatory liabilities	137,974		116,180
Derivative instruments	63,631		75,272
Operating lease liabilities	3,228		1,840
Other current liabilities	79,186		87,162
Total current liabilities	836,445		649,017
Long-term debt	2,272,202		1,679,355
Deferred credits and other non-current liabilities:
Deferred tax liabilities	437,467		397,149
Regulatory liabilities	758,407		730,117
Pension and other postretirement benefit liabilities	112,139		130,397
Derivative instruments	14,039		13,307
Operating lease liabilities	74,986		75,914
Other non-current liabilities	186,280		173,689
Total deferred credits and other non-current liabilities	1,583,318		1,520,573
Equity:
Common stock	1,044,000		989,346
Retained earnings	435,823		402,925
Accumulated other comprehensive loss	(4,747)		(6,900)
Total equity	1,475,076		1,385,371
Total liabilities and equity	$	6,167,041	$	5,234,316


NORTHWEST NATURAL HOLDINGS
Consolidated Statements of Cash Flows (Unaudited)	Year Ended December 31,
In thousands	2025		2024
Operating activities:
Net income	$	113,319	$	78,871
Adjustments to reconcile net income to cash provided by operations:
Depreciation	165,506		137,898
Amortization	24,239		20,162
Deferred income taxes	35,473		11,366
Qualified defined benefit pension plan expense (benefit)	10,357		4,062
Contributions to qualified defined benefit pension plans	(11,310)		(20,460)
Deferred environmental expenditures, net	(25,697)		(23,307)
Environmental remediation expense	14,623		14,054


Asset optimization revenue sharing bill credits	(15,549)		(28,874)
Regulatory disallowance of line extension allowances	—		13,700
Other	12,670		10,799
Changes in assets and liabilities:
Receivables, net	8,170		(15,302)
Inventories	(29,195)		(2,735)
Income and other taxes	(5,873)		809
Accounts payable	10,115		(14,144)
Deferred gas costs	(34,201)		38,129
Asset optimization revenue sharing	24,343		14,539
Decoupling mechanism	(26,939)		5,173
Cloud-based software	(10,381)		(22,393)
Regulatory accounts	6,575		12,292
RNC facility prepayment	—		(51,427)
Other, net	2,879		17,070
Cash provided by operating activities	269,124		200,282
Investing activities:
Capital expenditures	(466,893)		(394,400)
Acquisitions, net of cash acquired	(338,131)		(29,816)


Purchase of equity method investment	(1,000)		(1,000)

Other	(2,878)		(3,770)
Cash used in investing activities	(808,902)		(428,986)
Financing activities:

Proceeds from common stock issued, net	47,418		90,374
Long-term debt issued	760,000		285,000
Long-term debt retired	(183,127)		(150,000)



Changes in other short-term debt, net	(3,121)		80,330
Cash dividend payments on common stock	(77,309)		(72,852)
Payment of financing fees	(9,192)		(3,290)
Shares withheld for tax purposes	(1,599)		(1,319)
Other	(197)		(1,181)
Cash provided by financing activities	532,873		227,062
(Decrease) increase in cash, cash equivalents and restricted cash	(6,905)		(1,642)
Cash, cash equivalents and restricted cash, beginning of period	47,982		49,624
Cash, cash equivalents and restricted cash, end of period	$	41,077	$	47,982

Supplemental disclosure of cash flow information:
Interest paid, net of capitalization	$	111,257	$	71,233
Income taxes paid, net of refunds	11,410		19,394

Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	36,673	$	38,490
Restricted cash included in other current assets	4,404		9,492
Cash, cash equivalents and restricted cash	$	41,077	$	47,982


NORTHWEST NATURAL HOLDINGS
Q4 and Annual Reconciliation to GAAP (Unaudited)

	Twelve Months Ended December 31,
	2025				2024
In thousands, except per share data	Amount		Per Share		Amount		Per Share
CONSOLIDATED
GAAP net income	$	113,319	$	2.77	$	78,871	$	2.03
Regulatory line extension disallowance					13,700		0.35
Transaction and business development costs	9,084		0.22		2,292		0.06
Income tax effect1,2	(2,407)		(0.06)		(4,237)		(0.11)
Adjusted net income	$	119,996	$	2.93	$	90,626	$	2.33

Diluted shares			40,953				38,869

NWN GAS UTILITY
GAAP net income	$	110,022	$	2.69	$	77,126	$	1.98
Regulatory line extension disallowance					13,700		0.35
Income tax effect1,2					(3,630)		(0.09)
Adjusted net income	$	110,022	$	2.69	$	87,196	$	2.24

OTHER
GAAP net income (loss)	$	(24,595)	$	(0.60)	$	(3,721)	$	(0.09)
Transaction and business development costs	9,084		0.22		2,292		0.06
Income tax effect1,2	(2,407)		(0.06)		(607)		(0.02)
Adjusted net income (loss)	$	(17,918)	$	(0.44)	$	(2,036)	$	(0.05)







	Three Months Ended December 31,
		2025			2024
In thousands, except per share data			Amount		Per Share		Amount		Per Share
CONSOLIDATED
GAAP net income			$	57,793	$	1.39	$	45,002	$	1.12
Regulatory line extension disallowance							13,700		0.34
Transaction and business development costs							2,292		0.06
Income tax effect1,2							(4,237)		(0.11)
Adjusted net income			$	57,793	$	1.39	$	56,757	$	1.41

Diluted shares					41,627				40,220

NWN GAS UTILITY
GAAP net income			$	52,315	$	1.26	$	44,802	$	1.11
Regulatory line extension disallowance							13,700		0.34
Income tax effect1,2							(3,630)		(0.09)
Adjusted net income			$	52,315	$	1.26	$	54,872	$	1.36

OTHER
GAAP net income (loss)			$	(5,062)	$	(0.12)	$	(2,310)	$	(0.05)
Transaction and business development costs							2,292		0.06
Income tax effect1,2							(607)		(0.02)
Adjusted net income (loss)			$	(5,062)	$	(0.12)	$	(625)	$	(0.01)

1 SiEnergy transaction expenses were recognized in the first quarter of 2025 and Pines transaction expenses were recognized in the second quarter of 2025. Other business development costs were recognized in the second and third quarter of 2025. Tax effect of adjustment was calculated using a combined federal and statutory rate of 26.5%.

2 Regulatory disallowance related to line extension allowance and SiEnergy transaction expenses were recognized in the fourth quarter of 2024. Tax effect of adjustment was calculated using a combined federal and statutory rate of 26.5%.

Source: View Original Filing on SEC EDGAR

FAQ

How did Northwest Natural Holding Company (NWN) perform financially in 2025?

Northwest Natural Holdings posted net income of $113.3 million and EPS of $2.77 in 2025, up from $78.9 million and $2.03 in 2024. Adjusted EPS reached a record $2.93, reflecting stronger utility margins, acquisitions, and continued customer growth.

What 2026 earnings guidance did Northwest Natural Holding Company (NWN) provide?

The company initiated 2026 EPS guidance of $2.95–3.15. Management also reaffirmed a 4–6% long-term annual EPS growth target for 2026–2030, potentially 5–7% including the MX3 storage project, using adjusted 2025 EPS as the base year.

What is the MX3 gas storage expansion project and its expected impact on NWN?

MX3 is a planned 4–5 Bcf expansion of the Mist gas storage facility with projected capital expenditures of about $300 million. Investment-grade utilities and midstream providers have agreed to 25‑year contracts at a fixed 12.5% allowed ROE, supporting stable, long-term returns.

How fast is Northwest Natural Holding Company (NWN) growing its customer base?

Over the last 12 months, the company added approximately 98,000 gas and water utility connections, delivering a combined growth rate of 11.1% as of December 31, 2025. Growth was mainly driven by the acquisition of SiEnergy and continued expansion in its service territories.

What dividend did Northwest Natural Holding Company (NWN) declare for shareholders?

In January 2026, the board declared a quarterly dividend of $0.4925 per share, paid February 13, 2026, to shareholders of record on January 30. The indicated annual dividend rate is $1.97 per share, marking the 70th consecutive annual dividend increase.

How did NWN’s capital spending and rate base plans evolve for 2026–2030?

The company invested a record $467 million in 2025 and plans $500–550 million of capital expenditures in 2026. For 2026–2030, total planned capex is $2.6–2.9 billion, targeting 6–8% annual rate base growth driven by utility system investments.

What regulatory developments affected Northwest Natural Holding Company (NWN) in Oregon?

On October 24, 2025, the Oregon Public Utility Commission approved all‑party settlements in NW Natural’s Oregon general rate case. The order increased the revenue requirement by $20.7 million, or 2.0%, reflecting capital projects placed into service and updated depreciation.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EX-99.1 389.4 KB

Record 2025 results at NW Natural (NYSE: NWN) with MX3 growth plan