Northwest Natural (NWN) president records tax-withholding stock moves

Rhea-AI Filing Summary

Northwest Natural Holding Co President Kimberly Heiting Rush reported several stock movements involving company common shares. On March 5, 2026, 1,871 shares and 3,000 shares were disposed of at $52.53 per share to cover tax withholding tied to vested equity awards.

Very small fractional amounts, totaling about 1.1608 shares, were sold at $52.53 per share in connection with transfers between directly held accounts. After these transactions, she directly held 27,063 common shares and also held 41.838 and 1,535.751 shares indirectly through company deferred compensation and retirement savings plans.

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

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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^*

RUSH KIMBERLY HEITING

(Last) (First) (Middle)

250 SW TAYLOR ST

(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)	X	Other (specify below)
	President		NW Natural

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		F		1,871(1)	D	$52.53	30,064.1608	D
Common Stock	03/05/2026		F		3,000(2)	D	$52.53	27,064.1608	D
Common Stock	03/05/2026		S		0.785(3)	D	$52.53	27,063.3758	D
Common Stock	03/05/2026		S		0.3758(3)	D	$52.53	27,063	D
Common Stock								41.838	I	See Footnote(4)
Common Stock								1,535.751	I	See Footnote(5)

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 were withheld by the issuer to cover withholding taxes on issuance of shares due to vesting of restricted stock units. Organization and Executive Compensation Committee certification of satisfaction of the performance threshold and vesting for these restricted stock units was reported on Form 4 filed on February 27, 2026.

2. Shares were withheld by the issuer to cover withholding taxes on issuance of performance shares. Organization and Executive Compensation Committee certification of the payout of these performance shares was reported on Form 4 filed on February 27, 2026.

3. Disposition of fractional shares in connection with the transfer of whole shares between accounts directly held by the reporting person.

4. Shares have been credited to the reporting persons account under the Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives.

5. Shares held in the reporting persons account under the Northwest Natural Retirement K Savings Plan as of February 28, 2026.

	Molly J. Wilcox, Attorney-in-Fact	03/09/2026
	** 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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FAQ

What insider transactions did NWN President Kimberly Heiting Rush report?

She reported tax-related share disposals and tiny fractional share sales. Specifically, 1,871 and 3,000 common shares were withheld at $52.53 per share for taxes, plus about 1.1608 fractional shares sold when transferring whole shares between directly held accounts.

Were the NWN insider transactions open-market sales by the president?

Most reported activity was tax-withholding, not discretionary selling. Shares were withheld by the issuer to cover taxes on vested restricted stock units and performance shares, while only fractional shares, about 1.1608 in total, were sold in connection with account transfers.

How many Northwest Natural Holding Co shares does Kimberly Heiting Rush hold after these transactions?

After the reported transactions, she directly holds 27,063 common shares. She also has 41.838 shares credited under a deferred compensation plan and 1,535.751 shares in a retirement savings plan, reflecting indirect ownership tied to company benefit programs.

What price was used for the NWN tax-withholding and fractional share transactions?

Both the tax-withholding dispositions and fractional share sales were recorded at $52.53 per share. This price applied to 1,871 and 3,000 shares withheld for taxes, as well as the small 0.785 and 0.3758 fractional share sales between directly held accounts.

Why were NWN shares withheld from Kimberly Heiting Rush for taxes?

Shares were withheld to satisfy tax obligations when equity awards settled. Footnotes explain the issuer withheld common shares upon vesting of restricted stock units and the payout of performance shares, following certification by the Organization and Executive Compensation Committee.