Northwest Natural (NYSE: NWN) sells 5.13% 2036 and 5.90% 2055 bonds

Rhea-AI Filing Summary

Northwest Natural Gas Company, a wholly owned subsidiary of Northwest Natural Holding Company, issued and sold $75,000,000 of 5.13% First Mortgage Bonds due 2036 and $125,000,000 of 5.90% First Mortgage Bonds due 2055 to institutional investors in a private transaction relying on Section 4(a)(2) of the Securities Act of 1933.

The bonds were issued under a Twenty-eighth Supplemental Indenture to the company’s long-standing Mortgage and Deed of Trust with Deutsche Bank Trust Company Americas as trustee. Interest on the 5.13% bonds is payable semi-annually each May 1 and November 1 beginning May 1, 2026, and interest on the 5.90% bonds is payable each June 1 and December 1 beginning June 1, 2026. Both series may be redeemed at Northwest Natural’s option, with a make-whole premium for early redemption before specified dates and at par plus accrued interest thereafter.

Insights

Utility credit analyst

Northwest Natural adds long-dated, fixed-rate secured debt via private placement.

Northwest Natural Gas Company has privately placed $75,000,000 of 5.13% First Mortgage Bonds due May 1, 2036 and $125,000,000 of 5.90% First Mortgage Bonds due December 1, 2055 with institutional investors. These instruments are secured by the company’s long-standing Mortgage and Deed of Trust, documented through a Twenty-eighth Supplemental Indenture with Deutsche Bank Trust Company Americas as trustee.

The transaction locks in fixed coupons of 5.13% and 5.90% with semi-annual interest payments starting on May 1, 2026 and June 1, 2026, respectively. This structure defines the company’s cash interest obligations on these bonds over long horizons, which can be relevant to future financing flexibility and interest coverage once viewed alongside other disclosures.

Both bond series are callable at Northwest Natural’s option, with a make-whole premium for redemptions before stated call dates and at par plus accrued interest thereafter. These call features give the issuer defined options to refinance or retire the debt under the terms described, and subsequent reports can show how these bonds fit within the broader capital structure over time.

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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)

December 16, 2025

NORTHWEST NATURAL HOLDING COMPANY

NORTHWEST NATURAL GAS COMPANY

(Exact name of registrant as specified in its charter)

(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)

(IRS Employer Identification No.)

(State or other jurisdiction of incorporation)

(IRS Employer Identification No.)

250 SW Taylor Street

250 SW 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

On December 16, 2025, Northwest Natural Gas Company (NW Natural), a wholly owned subsidiary of Northwest Natural Holding Company, issued and sold (i) $75,000,000 aggregate principal amount of its First Mortgage Bonds, 5.13% Series due 2036 (the 5.13% Bonds), and (ii) $125,000,000 aggregate principal amount of its First Mortgage Bonds, 5.90% Series due 2055 (the 5.90% Bonds, together with the 5.13% Bonds, the Bonds), to certain institutional investors pursuant to a Bond Purchase Agreement dated December 16, 2025, in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The Bonds were issued pursuant to the Twenty-eighth Supplemental Indenture to NW Natural’s Mortgage and Deed of Trust, dated as of July 1, 1946, with Deutsche Bank Trust Company Americas as trustee (the Mortgage).

The 5.13% Bonds bear interest at the rate of 5.13% per annum, payable semi-annually on May 1 and November 1 of each year, commencing May 1, 2026, and will mature on May 1, 2036. The 5.90% Bonds bear interest at the rate of 5.90% per annum, payable semi-annually on June 1 and December 1 of each year, commencing June 1, 2026, and will mature on December 1, 2055. The 5.13% Bonds and the 5.90% Bonds will be subject to redemption prior to maturity at the option of NW Natural, in whole or in part, (i) at any time prior to February 1, 2036, and June 1, 2055, respectively, at a redemption price equal to 100% of the principal amount thereof plus a “make-whole” premium and accrued and unpaid interest thereon to the date of redemption, and (ii) at any time on and after February 1, 2036, and June 1, 2055, respectively, at 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of redemption.

The description set forth above is qualified in its entirety by reference to the Twenty-eighth Supplemental Indenture filed as Exhibit 4.1 to this Current Report on Form 8-K and to the Mortgage.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

See Exhibit Index.

Exhibit Index

Exhibit						Description
4.1						Twenty-eighth Supplemental Indenture, providing for, among other things, (i) First Mortgage Bonds, 5.13% Series due 2036, and (ii) First Mortgage Bonds, 5.90% Series due 2055, dated as of December 1, 2025, by and between Northwest Natural Gas Company and Deutsche Bank Trust Company Americas.
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:			December 16, 2025			/s/ Megan H. Berge
						Deputy General Counsel & Corporate Secretary
						NORTHWEST NATURAL GAS COMPANY
						(Registrant)
Dated:			December 16, 2025			/s/ Megan H. Berge
						Vice President, General Counsel & Corporate Secretary

FAQ

What did Northwest Natural (NWN) disclose in this 8-K?

Northwest Natural Gas Company, a subsidiary of Northwest Natural Holding Company, disclosed that it issued and sold two series of First Mortgage Bonds totaling $75,000,000 at 5.13% due 2036 and $125,000,000 at 5.90% due 2055 to institutional investors in a private placement.

What are the key terms of Northwest Naturals 5.13% First Mortgage Bonds?

The 5.13% First Mortgage Bonds have an aggregate principal amount of $75,000,000, bear interest at 5.13% per year, pay interest semi-annually on May 1 and November 1 starting May 1, 2026, and mature on May 1, 2036. They may be redeemed at Northwest Naturals option under the make-whole and par redemption terms described.

What are the key terms of Northwest Naturals 5.90% First Mortgage Bonds?

The 5.90% First Mortgage Bonds have an aggregate principal amount of $125,000,000, bear interest at 5.90% per year, pay interest semi-annually on June 1 and December 1 starting June 1, 2026, and mature on December 1, 2055. They also include issuer redemption rights with a make-whole premium before a stated date and at par plus accrued interest thereafter.

How will interest on Northwest Naturals new bonds be paid?

Interest on the 5.13% bonds will be paid semi-annually on May 1 and November 1 of each year, beginning May 1, 2026. Interest on the 5.90% bonds will be paid semi-annually on June 1 and December 1 of each year, beginning June 1, 2026.

Were Northwest Naturals new bonds publicly registered with the SEC?

No. The bonds were issued and sold to certain institutional investors in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

What legal documents govern Northwest Naturals new First Mortgage Bonds?

The bonds were issued under Northwest Naturals Mortgage and Deed of Trust dated as of July 1, 1946, as supplemented. Specifically, they are provided for in the Twenty-eighth Supplemental Indenture dated as of December 1, 2025, between Northwest Natural Gas Company and Deutsche Bank Trust Company Americas as trustee.

Can Northwest Natural redeem the new bonds before maturity?

Yes. Both the 5.13% and 5.90% bonds may be redeemed at Northwest Naturals option, in whole or in part. Prior to specified dates, redemptions are at 100% of principal plus a make-whole premium and accrued interest, and on or after those dates redemptions are at 100% of principal plus accrued and unpaid interest.