Equity award adds 1,029 shares for Northwest Natural (NWN)

Rhea-AI Filing Summary

Northwest Natural Holding Co reported that senior vice president and general counsel Megan H. Berge acquired 1,029 shares of common stock on February 25, 2026 through a grant at a stated price of $0.00 per share. The shares became issuable after the company’s compensation committee certified that a 2025 performance threshold under restricted stock unit awards had been met.

After this award, Berge directly owns 7,326 common shares. Footnotes also state she holds 6,297 time-based restricted stock units that are scheduled to vest in three equal installments on March 1, 2026, March 1, 2027, and March 1, 2028 under the issuer’s long‑term incentive plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Berge Megan H

(Last) (First) (Middle)

250 SW TAYLOR STREET

(Street)

PORTLAND OR 97204

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Northwest Natural Holding Co [ NWN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, GC, CCO & Corp. Sec.

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/25/2026		A		1,029(1)	A	$0.00	7,326(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares are issuable as a result of satisfaction of the performance threshold for 2025 under restricted stock unit awards. Organization and Executive Compensation Committee certification of the satisfaction of the performance threshold occurred on the transaction date.

2. Includes 6,297 time-based restricted stock units granted under the Long Term Incentive Plan of Issuer. The restricted stock units vest in three equal installments on each of March 1, 2026, 2027 and 2028.

	Molly J. Wilcox, Attorney-in-Fact	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Northwest Natural (NWN) report for Megan Berge?

Northwest Natural reported that Megan H. Berge received an award of 1,029 common shares on February 25, 2026. The shares were issued at a stated price of $0.00 per share after a 2025 performance threshold under restricted stock unit awards was certified.

Was the Northwest Natural (NWN) Form 4 transaction a purchase or a grant?

The Form 4 shows a grant or award acquisition, not an open-market purchase. Code "A" indicates shares were awarded following satisfaction of a 2025 performance threshold, with no cash price paid, as part of restricted stock unit compensation.

How many Northwest Natural (NWN) shares does Megan Berge own after this grant?

After the grant, Megan H. Berge directly owns 7,326 shares of Northwest Natural common stock. This reflects the addition of 1,029 awarded shares reported in the Form 4, increasing her directly held position at the company.

What performance condition triggered the 1,029-share award at Northwest Natural (NWN)?

The 1,029 shares became issuable when a 2025 performance threshold under restricted stock unit awards was satisfied. The company’s Organization and Executive Compensation Committee certified the achievement of this threshold on the February 25, 2026 transaction date.

What additional restricted stock units does Megan Berge hold at Northwest Natural (NWN)?

Megan H. Berge also holds 6,297 time-based restricted stock units under Northwest Natural’s Long Term Incentive Plan. These units are scheduled to vest in three equal installments on March 1, 2026, March 1, 2027, and March 1, 2028, subject to plan terms.

How will Megan Berge’s remaining Northwest Natural (NWN) restricted stock units vest?

Her 6,297 time-based restricted stock units are set to vest in three equal tranches. Vesting dates are March 1, 2026, March 1, 2027, and March 1, 2028, aligning with the schedule disclosed for the Long Term Incentive Plan awards.