Northwest Natural (NYSE: NWN) and water unit issue $195M in notes
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Northwest Natural Holding Company entered into long-term private debt financing with institutional investors. It issued and agreed to sell a total of $120 million of 5.35%–5.83% senior notes maturing between 2031 and 2036, with semiannual interest payments and optional prepayment features.
The notes require NW Holdings to keep its consolidated indebtedness-to-total-capitalization ratio at or below 70%, and proceeds are expected to be used for general corporate purposes, including repaying existing debt. Subsidiary NW Natural Water separately issued $75 million of 5.15% and 5.58% senior notes due 2031 and 2036, also with make-whole and later no-premium prepayment options, primarily to refinance its credit facility maturing in 2026.
Positive
- None.
Negative
- None.
Insights
Northwest Natural adds $195M of long-term fixed-rate debt with leverage covenant.
Northwest Natural Holding Company arranged private placements totaling $120 million at fixed coupons of 5.35%–5.83%, with staggered maturities in 2031 and 2036. This locks in funding costs and extends its debt maturity profile.
Both NW Holdings and NW Natural Water must maintain consolidated indebtedness-to-total-capitalization of 70% or less, providing a structural cap on leverage. Proceeds are earmarked for general corporate purposes and repayment of existing indebtedness, including a water subsidiary credit facility due June 10, 2026.
The notes are privately placed under Section 4(a)(2), with make-whole call protections and later call dates without premiums. Actual balance sheet impact will depend on how much existing debt is repaid versus net new borrowing and will be clarified in subsequent periodic reports.
8-K Event Classification
4 items: 1.01, 2.03, 8.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
NW Holdings Series E Notes: $50,000,000 at 5.35%
NW Holdings Series F Notes: $10,000,000 at 5.35%
NW Holdings Series G Notes: $60,000,000 at 5.83%
+4 more
7 metrics
NW Holdings Series E Notes
$50,000,000 at 5.35%
Senior Notes, Series E, due June 4, 2031
NW Holdings Series F Notes
$10,000,000 at 5.35%
Senior Notes, Series F, due August 5, 2031
NW Holdings Series G Notes
$60,000,000 at 5.83%
Senior Notes, Series G, due August 5, 2036
NW Holdings leverage covenant
70%
Maximum consolidated indebtedness to total capitalization ratio
NW Natural Water Series A Notes
$33,000,000 at 5.15%
Senior Notes, Series A, due June 4, 2031
NW Natural Water Series B Notes
$42,000,000 at 5.58%
Senior Notes, Series B, due June 4, 2036
Subsidiary credit facility maturity
June 10, 2026
NW Natural Water credit agreement due date
Key Terms
Note Purchase Agreement, make-whole premium, consolidated indebtedness to total capitalization ratio, Section 4(a)(2) of the Securities Act of 1933, +1 more
5 terms
Note Purchase Agreement financial
"to certain institutional investors pursuant to a Note Purchase Agreement, dated June 4, 2026"
A note purchase agreement is a contract where an investor buys a company’s promissory note — essentially an IOU promising repayment with interest — instead of buying equity. It matters to investors because it defines the borrower’s repayment schedule, interest rate and legal protections, so it affects expected returns, risk of loss, and where the investor stands compared with shareholders or other creditors if the company runs into trouble.
consolidated indebtedness to total capitalization ratio financial
"The Notes require NW Holdings to maintain a consolidated indebtedness to total capitalization ratio of 70% or less."
Section 4(a)(2) of the Securities Act of 1933 regulatory
"pursuant to a Note Purchase Agreement... in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933"
forward-looking statements regulatory
"This report, and other presentations... may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 4, 2026
(Exact name of registrant as specified in its charter)
Commission file number 1-38681
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
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)) | |||||
| Registrant | Title of each class | Trading Symbol | Name of each exchange on which registered | |||||||||||||||||
| Northwest Natural Holding Company | ||||||||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry Into a Material Definitive Agreement. | ||||
On June 4, 2026, Northwest Natural Holding Company (“NW Holdings”) (i) issued and sold $50,000,000 in aggregate principal amount of its 5.35% Senior Notes, Series E, due June 4, 2031 (the “Series E Notes”), (ii) agreed to issue and sell $10,000,000 in aggregate principal amount of its 5.35% Senior Notes, Series F, due August 5, 2031 (the “Series F Notes”) and (iii) agreed to issue and sell $60,000,000 in aggregate principal amount of its 5.83% Senior Notes, Series G, due August 5, 2036 (the “Series G Notes,” and, together with the Series E Notes and the Series F Notes, the “Notes”), to certain institutional investors pursuant to a Note Purchase Agreement, dated June 4, 2026 (the “Note Purchase Agreement”), in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The Series F Notes and Series G Notes are scheduled to be issued and sold on August 5, 2026, subject to customary closing conditions.
The Series E Notes bear interest at the rate of 5.35% per annum, payable semi-annually on June 4, and December 4 of each year, commencing December 4, 2026, and will mature on June 4, 2031. The Series F Notes and the Series G Notes will bear interest at the rate of 5.35% and 5.83%, respectively, per annum, payable semi-annually on February 5, and August 5 of each year, commencing February 5, 2027, and will mature on August 5, 2031, and August 5, 2036, respectively. The Series E Notes, the Series F Notes, and the Series G Notes will be subject to prepayment at the option of NW Holdings, in whole or in part, in an amount not less than 5% of the aggregate principal amount of the Notes of such series then outstanding in the case of a partial prepayment, (i) at any time at a price equal to 100% of the principal amount thereof, plus the applicable “make-whole” premium and accrued and unpaid interest thereon to the date of prepayment, and (ii) at any time on or after May 4, 2031, July 5, 2031, and May 5, 2036, respectively, at 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of prepayment, but without the payment of a “make-whole” premium, in each case, so long as there is no default or event of default under the Note Purchase Agreement. The Notes require NW Holdings to maintain a consolidated indebtedness to total capitalization ratio of 70% or less.
NW Holdings expects to use the proceeds of the Notes for general corporate purposes, including the repayment of NW Holdings’ existing indebtedness.
The description set forth above is qualified in its entirety by reference to the Note Purchase Agreement filed as Exhibit 4.1 to this Current Report on Form 8-K.
| Item 2.03 | Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. | ||||
The information set forth above and referenced under Item 1.01 is hereby incorporated by reference into this Item 2.03.
| Item 8.01 | Other Events. | ||||
On June 4, 2026, NW Natural Water Company, LLC (“NW Natural Water”), an Oregon limited liability company and a subsidiary of NW Holdings, issued and sold (i) $33,000,000 in aggregate principal amount of its 5.15% Senior Notes, Series A, due June 4, 2031 (the “Series A Notes”) and (ii) $42,000,000 in aggregate principal amount of its 5.58% Senior Notes, Series B, due June 4, 2036 (the “Series B Notes,” and, together with the Series A Notes, the “NW Natural Water Notes”), to certain institutional investors pursuant to a Note Purchase Agreement dated June 4, 2026 (the “NW Natural Water Note Purchase Agreement”), in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
The Series A Notes and Series B Notes bear interest at the rate of 5.15% and 5.58%, respectively, per annum, payable semi-annually on June 4 and December 4 of each year, commencing December 4, 2026, and will mature on June 4, 2031 and June 4, 2036, respectively. The Series A Notes and Series B Notes will be subject to prepayment at the option of NW Natural Water, in whole or in part, in an amount not less than 5% of the aggregate principal amount of the NW Natural Water Notes of such series then outstanding in the case of a partial prepayment, (i) at any time at a price equal to 100% of the principal amount thereof, plus the applicable “make-whole” premium and accrued and unpaid interest thereon to the date of prepayment, and (ii) at any time on or after May 4, 2031 and March 4, 2036, respectively, at 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of prepayment, but without the payment of a “make-whole” premium, in each case, so long as there is no default or event of default under the NW Natural Water Note Purchase Agreement. The NW
Natural Water Notes require NW Natural Water to maintain a consolidated indebtedness to total capitalization ratio of 70% or less.
NW Holdings is not a party to the NW Natural Water Note Purchase Agreement or any of the other related transaction documents, and NW Holdings has not provided a guarantee of any of NW Natural Water’s obligations under the NW Natural Water Note Purchase Agreement, the NW Natural Water Notes, or any of the other related transaction documents.
NW Natural Water expects to use the proceeds of the NW Natural Water Notes for general corporate purposes, including the repayment of NW Natural Water’s existing indebtedness under that certain Credit Agreement dated as of June 10, 2021, among NW Natural Water Company, LLC, Northwest Natural Holding Company, as Guarantor, and Bank of America, N.A., due June 10, 2026.
Forward-Looking Statements
This report, 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,” “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; timing; goals; strategies; future events; projections; expectations; forecasts; outlooks; expenses; credit ratings and profile; investments; the likelihood, timing, and amount and use of proceeds associated with any transaction; financial results; financial position; targeted or permitted capital structure; revenues and earnings; performance; and other statements that are not statements of historical facts.
Forward-looking statements by NW Holdings are based on its 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. Forward-looking statements 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 Disclosures about Market Risk” in NW Holdings’ 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 NW Holdings’ Quarterly Reports on Form 10-Q filed thereafter, which, among others, outline legal, regulatory and legislative risks, public health risks, financial, macroeconomic and geopolitical risks, growth and strategic risks, operational risks, business continuity and technology risks, environmental risks and risks related to NW Holdings’ 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, 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 undertakes 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 NW Holdings predict 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.
Exhibit Index
| Exhibit | Description | |||||||
| 4.1* | Note Purchase Agreement, dated as of June 4, 2026, by and among Northwest Natural Holding Company and each purchaser party thereto. | |||||||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K. | |||||||
* Certain information in this exhibit has been omitted in accordance with Item 601(a)(5) and Item 601(b)(10) of Regulation S-K. NW Holdings agrees to furnish an unredacted copy of the exhibit and any omitted schedule or annex to the Securities and Exchange Commission upon request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NORTHWEST NATURAL HOLDING COMPANY | ||||||||
| (Registrant) | ||||||||
| Dated: June 5, 2026 | /s/ Megan H. Berge | |||||||
| Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | ||||||||
FAQ
What new notes did Northwest Natural Holding Company (NWN) issue or agree to sell?
Northwest Natural Holding Company issued and agreed to sell $120 million of senior notes. These include $50 million Series E, $10 million Series F, and $60 million Series G notes with fixed coupons and maturities from 2031 to 2036.
What are the interest rates and maturities of Northwest Natural’s new senior notes?
NW Holdings’ new notes carry fixed coupons of 5.35% for Series E and F and 5.83% for Series G. Maturities are June 4, 2031 for Series E, August 5, 2031 for Series F, and August 5, 2036 for Series G.
How much debt did NW Natural Water, the NWN subsidiary, issue and on what terms?
NW Natural Water issued $33 million of 5.15% Series A Notes due June 4, 2031 and $42 million of 5.58% Series B Notes due June 4, 2036. Interest is paid semi-annually, and both series include make-whole and later no-premium prepayment options.
What leverage covenant applies to Northwest Natural’s new senior notes?
The new senior notes require Northwest Natural Holding Company to maintain a consolidated indebtedness-to-total-capitalization ratio of 70% or less. This covenant limits overall financial leverage and is tied to ongoing compliance under the Note Purchase Agreement.
How does Northwest Natural (NWN) plan to use the proceeds from these note issuances?
NW Holdings expects to use note proceeds for general corporate purposes, including repayment of existing indebtedness. NW Natural Water plans to repay borrowings under its credit agreement dated June 10, 2021, which matures on June 10, 2026, and support broader corporate needs.
Is Northwest Natural Holding Company guaranteeing NW Natural Water’s new notes?
Northwest Natural Holding Company is not a party to the NW Natural Water Note Purchase Agreement and has not guaranteed NW Natural Water’s obligations. The water subsidiary is solely responsible for its note obligations and related transaction documents.