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Northwest Natural Holding Company 8-K Filings

NWN NYSE

Every 8-K that Northwest Natural Holding Company (NWN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow NWN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NWN filings page.

Rhea-AI Summary

Northwest Natural Holding Co (NWN) reported that its wholly owned subsidiary, Northwest Natural Gas Company, issued and sold two new series of secured debt to institutional investors in a private placement under Section 4(a)(2) of the Securities Act of 1933. The subsidiary sold $60,000,000 aggregate principal amount of First Mortgage Bonds, 5.62% Series due 2036, and $60,000,000 aggregate principal amount of First Mortgage Bonds, 6.26% Series due 2056.

The 5.62% Series carries a fixed interest rate of 5.62% per year and matures on September 3, 2036; the 6.26% Series carries a fixed rate of 6.26% and matures on September 3, 2056. Interest on both series is payable semi-annually on March 3 and September 3, beginning March 3, 2027. Both bond series are redeemable at NW Natural’s option: before June 3, 2036 for the 5.62% Bonds and before March 3, 2056 for the 6.26% Bonds at par plus a make-whole premium and accrued interest, and thereafter at 100% of principal plus accrued interest.

Rhea-AI Summary

Northwest Natural Holding Company reported second quarter and year-to-date 2026 results showing modest profit but stronger year-to-date performance. For the quarter ended June 30, 2026, net income was $0.6 million or $0.01 per share, compared with a net loss of $2.5 million or $(0.06) per share a year earlier. For the first six months, net income rose to $98.1 million or $2.33 per share from $85.4 million or $2.11 per share.

Management now expects 2026 EPS to be in the upper half of its $2.95–$3.15 guidance range and reaffirmed long-term EPS growth targets of 4%–6%, or 5%–7% including the MX3 gas storage project. The businesses added nearly 18,000 gas and water utility connections over 12 months, invested $235 million in gas and water systems in the first half, and secured a Washington rate order providing a first-year revenue increase of $20.1 million plus smaller increases in years two and three. An Oregon alternative rate mechanism settlement would add $13.0 million of annual revenue. The board declared a quarterly dividend of $0.4925 per share, implying a current annual rate of $1.97.

Rhea-AI 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.

Rhea-AI Summary

Northwest Natural Holding Company held its Annual Meeting of Shareholders on May 28, 2026. Shareholders elected three Class III directors—David H. Anderson, Peter J. Bragdon, and Nathan I. Partain—to serve until the 2029 Annual Meeting or until their successors are duly elected and qualified.

Anderson received 31,341,086 votes for and 735,755 withheld; Bragdon received 31,678,027 for and 398,814 withheld; Partain received 31,099,946 for and 976,895 withheld, with 4,825,845 broker non-votes for each. Shareholders also approved the non-binding advisory vote on compensation of the Named Executive Officers and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2026.

Rhea-AI Summary

Northwest Natural Holding Company reported stronger first quarter 2026 results, with net income of $97.5 million and diluted EPS of $2.33, up from $87.9 million and $2.18 a year earlier. Adjusted EPS was also $2.33 versus $2.28 in 2025.

The company added over 26,000 gas and water utility connections over the 12 months ended March 31, 2026 for 2.8% customer growth and invested $114 million in gas and water systems to support reliability and resiliency. Management reaffirmed 2026 EPS guidance of $2.95–$3.15 and long-term EPS growth targets of 4%–6%, with potential to reach 5%–7% including the MX3 gas storage project.

Key regulatory developments include a multi-party settlement in NW Natural’s Washington general rate case providing a $20.1 million first-year revenue increase beginning August 1, 2026, and SiEnergy’s Texas general rate case filing seeking a $12.0 million revenue increase. The MX3 expansion, expected to require about $300 million of capital and be in service by the end of 2029, continues to advance. The board declared a $0.4925 quarterly dividend, implying an annual rate of $1.97 per share.

Rhea-AI Summary

Northwest Natural Gas Company, a subsidiary of Northwest Natural Holding Company, describes a proposed three-year rate plan settlement for its Washington customers. Washington represents about 12% of customers and 8% of revenues, with the rest in Oregon.

The settlement filed with the Washington Utilities and Transportation Commission provides for annual revenue requirement increases of $20.1 million in Year 1 beginning August 1, 2026, $7.7 million in Year 2, and $8.7 million in Year 3. The plan assumes a capital structure of 50% long-term debt and 50% common equity, a 9.5% return on equity, and an overall rate of return rising from 7.15% to 7.22% as the average rate base grows from $328.0 million to $410.7 million.

The settlement covers all but one issue in the case, leaving line extension allowance policy to ongoing regulatory litigation. It remains subject to WUTC review and approval, and the commission may accept the settlement, reject it, or set different terms before new rates take effect.

Rhea-AI 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.

Rhea-AI 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.

Rhea-AI Summary

Northwest Natural Holding Company and its utility subsidiary announced a planned legal leadership transition. General Counsel, Chief Compliance Officer and SVP Regulation MardiLyn Saathoff informed the board she will retire from her roles effective April 1, 2026. To support succession planning, she will serve as Chief Legal Officer and SVP Regulation for both entities starting January 1, 2026 until her retirement.

The board also appointed Megan H. Berge, age 45, as Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of both companies, effective January 1, 2026. Berge currently serves as Deputy General Counsel and Corporate Secretary at the holding company and Vice President, General Counsel and Corporate Secretary at the utility, and previously was a partner at Baker Botts focused on complex environmental and climate-related matters. A press release announcing the changes is furnished as Exhibit 99.1.

Rhea-AI Summary

Northwest Natural Holding Company (NWN) furnished an 8-K announcing its earnings press release for the quarter ended September 30, 2025. The release is attached as Exhibit 99.1. The company states the information is being furnished under Item 2.02 and is not deemed “filed” for liability purposes under the Exchange Act, nor incorporated by reference unless expressly stated.

The filing includes standard forward-looking statements cautions. Northwest Natural Gas Company is listed as a co-registrant. No financial figures are included in this summary document; details reside in the attached press release.

Rhea-AI Summary

Northwest Natural Holding Company (NWN) announced that the Oregon Public Utility Commission issued a final order in NW Natural’s general rate case, approving stipulated terms and setting a $20.7 million increase to the annual revenue requirement over existing rates.

The order reflects a capital structure of 50% common equity / 50% long-term debt, a 9.5% return on equity, 4.74% cost of long-term debt, and an overall cost of capital of 7.12%. Average rate base after final capital project adjustments was $2.27 billion, an increase of $180.1 million since the last rate case. The Commission approved the parties’ stipulations and rejected proposals by CUB and the Coalition. New rates are expected to take effect on October 31, 2025.