Northwest Natural (NWN) director reports Rule 10b5-1 stock sale

Q: What insider transaction did NWN report in this Form 4?

The filing reports that director David H. Anderson sold 7,468 shares of Northwest Natural Holding Co common stock on 11/17/2025 , classified as an open-market sale.

Q: Was the NWN insider sale made under a Rule 10b5-1 plan?

Yes. The transaction was made under a Rule 10b5-1 trading plan that David H. Anderson established on September 16, 2024 to allow periodic sales.

Q: What is David H. Anderson’s relationship to Northwest Natural Holding Co (NWN)?

David H. Anderson is listed as a director of Northwest Natural Holding Co. The filing notes that he retired as CEO of NW Holdings and NW Natural effective April 1, 2025 .

Q: How many NWN shares does David H. Anderson own after this transaction?

After the sale, David H. Anderson beneficially owns 36,954 shares directly and 10,612.689 shares indirectly through Northwest Natural Gas Company's deferred compensation plan.

Q: Why is David H. Anderson selling NWN stock?

The filing explains that the 10b5-1 trading arrangement allows Anderson to periodically sell a portion of his NW Holdings common stock to diversify his holdings in connection with his retirement .

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Northwest Natural Holding Co (NWN) director David H. Anderson reported selling 7,468 shares of common stock on 11/17/2025 at a weighted average price of $47.949 per share. The sale is coded as an open-market disposition and was made under a pre-arranged Rule 10b5-1 trading plan that Anderson established on September 16, 2024.

According to the filing, this plan was put in place to allow periodic sales as he transitions into retirement and diversifies his holdings. After the transaction, Anderson beneficially owns 36,954 NWN shares directly and 10,612.689 shares indirectly through a deferred compensation plan.

Insider Trade Summary

Net Seller: 7,468 shares ($358,083)

Net Sell 2 txns

Insider ANDERSON DAVID HUGO

Role Director

Sold 7,468 shs ($358K)

Type	Security	Shares	Price	Value
Sale	Common Stock	7,468	$47.949	$358K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 36,954 shares (Direct); Common Stock — 10,612.689 shares (Indirect, See Footnote)

Footnotes (1)

Transaction made pursuant to a Rule 10b5-1 trading plan established by the reporting person on September 16, 2024. As previously disclosed, Mr. Anderson retired from his position as CEO of NW Holdings and NW Natural, effective April 1, 2025. At the time the 10b5-1 Plan was established, Mr. Anderson held more than 8 times his annual salary in NW Holdings' stock; an amount greater than required by the NW Holdings' stock ownership requirements. This trading arrangement allows Mr. Anderson to periodically sell a portion of his NW Holdings common stock to diversify his holdings in connection with his retirement. As of the date of this filing, Mr. Anderson holds the following shares that are not subject to his trading arrangement: 47,567 shares of which 10,613 are held in Northwest Natural Gas Company's Deferred Compensation Plan for Directors and Officers and 36,954 are held in his trust. This transaction was executed in multiple trades on reported date with prices ranging from $47.74 to $48.1650, resulting in a weighted average price of $47.9490. Northwest Natural Holding Company (Issuer) will provide upon request by the Commission staff or a security holder of the Issuer full information regarding the number of shares sold at each separate price. Shares have been credited to reporting person's account under Northwest Natural Gas Company's Deferred Compensation Plan for Directors and Executives.

Form 4 Insider Transactions: What Each Field Means →

11/18/2025 - 07:46 PM

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^*

ANDERSON DAVID HUGO

(Last)

(First)

(Middle)

250 SW TAYLOR ST

(Street)

PORTLAND

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/17/2025		S⁽¹⁾		7,468	D	$47.949⁽²⁾	36,954	D
Common Stock								10,612.689	I	See Footnote⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Transaction made pursuant to a Rule 10b5-1 trading plan established by the reporting person on September 16, 2024. As previously disclosed, Mr. Anderson retired from his position as CEO of NW Holdings and NW Natural, effective April 1, 2025. At the time the 10b5-1 Plan was established, Mr. Anderson held more than 8 times his annual salary in NW Holdings' stock; an amount greater than required by the NW Holdings' stock ownership requirements. This trading arrangement allows Mr. Anderson to periodically sell a portion of his NW Holdings common stock to diversify his holdings in connection with his retirement. As of the date of this filing, Mr. Anderson holds the following shares that are not subject to his trading arrangement: 47,567 shares of which 10,613 are held in Northwest Natural Gas Company's Deferred Compensation Plan for Directors and Officers and 36,954 are held in his trust.

2. This transaction was executed in multiple trades on reported date with prices ranging from $47.74 to $48.1650, resulting in a weighted average price of $47.9490. Northwest Natural Holding Company (Issuer) will provide upon request by the Commission staff or a security holder of the Issuer full information regarding the number of shares sold at each separate price.

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

	Molly J. Wilcox, Attorney-in-Fact	11/18/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did NWN report in this Form 4?

The filing reports that director David H. Anderson sold 7,468 shares of Northwest Natural Holding Co common stock on 11/17/2025, classified as an open-market sale.

At what price were the NWN shares sold by David H. Anderson?

The reported sale was executed in multiple trades with prices from $47.74 to $48.1650, resulting in a weighted average price of $47.9490 per share.

Was the NWN insider sale made under a Rule 10b5-1 plan?

Yes. The transaction was made under a Rule 10b5-1 trading plan that David H. Anderson established on September 16, 2024 to allow periodic sales.

What is David H. Anderson’s relationship to Northwest Natural Holding Co (NWN)?

David H. Anderson is listed as a director of Northwest Natural Holding Co. The filing notes that he retired as CEO of NW Holdings and NW Natural effective April 1, 2025.

How many NWN shares does David H. Anderson own after this transaction?

After the sale, David H. Anderson beneficially owns 36,954 shares directly and 10,612.689 shares indirectly through Northwest Natural Gas Company's deferred compensation plan.

Why is David H. Anderson selling NWN stock?

The filing explains that the 10b5-1 trading arrangement allows Anderson to periodically sell a portion of his NW Holdings common stock to diversify his holdings in connection with his retirement.