[8-K] Northwest Natural Holding Company Reports Material Event

Rhea-AI Filing Summary

DiaMedica Therapeutics Inc. (DMAC) filed a Form 4 indicating that 10% owner Richard Jacinto II bought 400,000 voting common shares on 07/23/2025 at $3.50 per share. The filing was submitted on 07/25/2025.

The transaction, coded “P,” was executed indirectly through his NFS/FMTC Roth IRA. Following the purchase, the account holds 4,958,823 DMAC shares. Table II shows no derivative securities activity.

The report was filed by a single reporting person who remains subject to Section 16 obligations and lists indirect ownership of the acquired shares.

Positive

• 400,000 shares purchased on 07/23/2025 at $3.50, totaling approximately $1.4 M.
• Indirect holdings increased to 4,958,823 shares in the Roth IRA.

Negative

• None.

Insights

Securities Analyst

TL;DR: 10% owner’s $1.4 M buy adds 400 K DMAC shares, lifting indirect stake to nearly 5 M—generally viewed as constructive insider activity.

The Form 4 discloses a sizeable open-market purchase (code “P”) at $3.50 per share, totaling roughly $1.4 million. Such accumulation by a 10% owner increases his indirect holdings to 4,958,823 shares, reinforcing alignment with shareholders. No sales or derivative transactions were reported, simplifying the ownership picture. While Form 4s do not provide strategic rationale, the scale of buying, relative to existing stake, is material and tends to be interpreted positively by the market.

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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

July 23, 2025

Date of Report (Date of earliest event reported)

NORTHWEST NATURAL HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Commission file number 1-38681  

Oregon						82-4710680
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification No.)

250 S.W. Taylor Street, Portland, Oregon 97204

(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))

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

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective July 23, 2025, the Board of Directors (Board) of Northwest Natural Holding Company (Company or NW Holdings) approved the amendment and restatement of NW Holdings’ Amended and Restated Bylaws (Bylaws). The amendments to the Bylaws generally included the following changes:

•Clarify and update the procedural and disclosure requirements for shareholder special meeting requests, including with respect to information in special meeting request notices and updates to such notices;

•Extend the maximum notice period for shareholder meetings from 50 to 60 days and the maximum record date from 50 to 70 days before the meeting;

•Update shareholder meeting procedures by authorizing only the Board, Chair, or chair of the meeting to adjourn or postpone meetings; clarifying that only the board chair, vice chair, president, or board-appointed officers may preside; and clarifying the rights of the chair of the meeting to set rules of conduct, among other things;

•Revise the notice deadline for the submission of proposals under the Company's advance notice bylaw to provide that such notices must generally be received no earlier than 120 days and no later than 90 days prior to the anniversary of the prior year's annual meeting;

•Update and clarify the information required in director nomination notices and shareholder proposals (other than proposals submitted pursuant to Rule 14a-8 under the Exchange Act), including disclosures and representations related to the shareholder (including derivative ownership information), the proposal or nominee, and certain related persons, as well as update related advance notice procedural requirements for shareholder proposals and nominations;

•Require shareholders submitting a proposal or nomination to attend the shareholder meeting, or send a qualified representative, to present such proposal or nomination;

•Update the threshold for the number of board members required to call a special board meeting (if not called by the board chair, the governance committee chair or the president);

•Permit electronic delivery of notices and execution of documents via electronic signature; and

•Make additional administrative, modernizing, simplifying, and conforming changes throughout the bylaws.

The foregoing description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index below.

Exhibit Index

Exhibit						Description
3.1						Amended and Restated Bylaws of Northwest Natural Holding Company.
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, 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: July 25, 2025						/s/ Megan H. Berge
						Deputy General Counsel and Corporate Secretary

FAQ

How many DMAC shares did Richard Jacinto II buy on 07/23/2025?

He purchased 400,000 voting common shares.

What was the purchase price per share in the latest DMAC Form 4?

The shares were bought at $3.50 each.

What is Richard Jacinto II's total ownership after the transaction?

His indirect Roth IRA account now holds 4,958,823 DMAC shares.

Through which account were the DMAC shares acquired?

The acquisition was made via NFS/FMTC Roth IRA FBO Richard Jacinto II.

Were any derivative securities reported in this DMAC Form 4 filing?

No, Table II lists no derivative securities.