NWN legal chief awarded performance-based stock

Northwest Natural Holding Co reported that Chief Legal Officer and Senior Vice President, Regulation, MardiLyn Saathoff acquired common shares through equity awards.

Rhea-AI Filing Summary

Northwest Natural Holding Co reported that Chief Legal Officer and Senior Vice President, Regulation, MardiLyn Saathoff acquired common shares through equity awards. On 2026-02-25, she received 4,229 common shares at $0.00 per share upon satisfaction of a 2025 performance threshold under restricted stock unit awards. On the same date, she received an additional 7,853 common shares at $0.00 per share following satisfaction of performance goals for the 2023–2025 performance share award cycle. After these awards, her direct ownership increased to 40,540 common shares. The filing also shows indirect holdings of 16,160.724 shares credited under a deferred compensation plan and 685.418 shares held in a retirement savings plan as of February 13, 2026.

Insider Trade Summary

Grant/Award: 12,082 shares

Grant/Award 4 txns

Insider Saathoff MardiLyn

Role Chief Legal Officer & SVP, Reg

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,229	$0.00	$0.00
Grant/Award	Common Stock	7,853	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 40,540 shares (Direct); Common Stock — 16,846.142 shares (Indirect, See Footnote)

Footnotes (4)

1. F1. 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. F2. Shares are issuable as a result of satisfaction of performance goals for 2023-2025 under a performance share award. Organization and Executive Compensation Committee certification of the award payout level occurred on the transaction date.
3. F3. Shares have been credited to the reporting persons account under the Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives.
4. F4. Shares held in reporting persons account under the Northwest Natural Gas Company Retirement K Savings Plan as of February 13, 2026.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did NWN’s MardiLyn Saathoff report on this Form 4?

MardiLyn Saathoff reported acquiring common shares through equity awards. She received 4,229 shares tied to 2025 restricted stock unit performance and 7,853 shares from a 2023–2025 performance share award, both at $0.00 per share, increasing her direct holdings.

How many Northwest Natural (NWN) shares does MardiLyn Saathoff own directly after the awards?

After the reported equity awards, MardiLyn Saathoff directly owns 40,540 shares of Northwest Natural common stock. This reflects the addition of 4,229 restricted stock unit-related shares and 7,853 performance share award shares granted on February 25, 2026.

What performance conditions triggered the NWN stock awards to MardiLyn Saathoff?

The stock awards vested when specific performance targets were met. One award reflected satisfaction of a 2025 performance threshold under restricted stock units, and another reflected satisfaction of performance goals for the 2023–2025 performance share period, both certified on February 25, 2026.

Were MardiLyn Saathoff’s Northwest Natural (NWN) awards open-market purchases or grants?

The reported transactions are equity grants, not open-market purchases. Both awards are coded as grants or other acquisitions at $0.00 per share, tied to performance-based restricted stock units and performance share awards certified by the compensation committee.

What indirect Northwest Natural (NWN) share holdings does MardiLyn Saathoff report?

She reports 16,160.724 shares credited to her account under the Northwest Natural Gas Company Deferred Compensation Plan and 685.418 shares held in her account under the Northwest Natural Gas Company Retirement K Savings Plan, with the savings plan balance stated as of February 13, 2026.

What role does MardiLyn Saathoff hold at Northwest Natural (NWN) in this Form 4?

In the filing, MardiLyn Saathoff is identified as an officer of Northwest Natural Holding Co, serving as Chief Legal Officer and Senior Vice President, Regulation. The reported equity awards and holdings relate to her position as a company executive.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/27/2026 - 04:55 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Saathoff MardiLyn

(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)		Other (specify below)
	Chief Legal Officer & SVP, Reg

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		4,229(1)	A	$0.00	32,687	D
Common Stock	02/25/2026		A		7,853(2)	A	$0.00	40,540	D
Common Stock								16,160.724	I	See Footnote(3)
Common Stock								685.418	I	See Footnote(4)

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. Shares are issuable as a result of satisfaction of performance goals for 2023-2025 under a performance share award. Organization and Executive Compensation Committee certification of the award payout level occurred on the transaction date.

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

4. Shares held in reporting persons account under the Northwest Natural Gas Company Retirement K Savings Plan as of February 13, 2026.

	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.