NWN (NWN) CEO Palfreyman reports 8,059 stock award and 6,286 deferred shares

Rhea-AI Filing Summary

Northwest Natural Holding Co President & CEO Justin Palfreyman reported stock awards tied to performance goals. On February 25, 2026, he acquired 8,059 shares of common stock directly at a stated price of $0.00 per share following satisfaction of the 2025 performance threshold under restricted stock unit awards.

On the same date, he also acquired 6,286 common shares indirectly, credited to his account under the Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives after certification of performance goals for the 2023–2025 performance share award period.

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^*

Palfreyman Justin

(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)

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

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		8,059(1)	A	$0.00	24,849	D
Common Stock	02/25/2026		A		6,286(2)	A	$0.00	6,286	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)
				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, and credited to reporting persons account under the Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives pursuant to a prior election. 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.

	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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FAQ

What insider transactions did NWN President & CEO Justin Palfreyman report?

Justin Palfreyman reported acquiring performance-based stock awards. He received 8,059 common shares directly and 6,286 common shares indirectly credited to a deferred compensation plan, all at a stated price of $0.00 per share after meeting certified performance conditions.

Were the NWN CEO’s recent share acquisitions open-market purchases?

No, the reported acquisitions were not open-market purchases. They reflect performance-based equity awards and credits under a deferred compensation plan, issued at a stated price of $0.00 per share after compensation committee certification of performance thresholds and goals.

How many NWN shares does the CEO hold after these Form 4 transactions?

After these transactions, Justin Palfreyman holds 24,849 common shares directly and 6,286 common shares indirectly. The indirect shares are credited to his account under the Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives, as disclosed in the filing.

What performance conditions triggered the NWN CEO’s 2025 restricted stock unit award?

The CEO’s 2025 restricted stock unit award vested upon satisfaction of a specified performance threshold. The Organization and Executive Compensation Committee certified that the threshold was met on February 25, 2026, resulting in the issuance of 8,059 common shares at a stated price of $0.00 per share.

What is the 2023–2025 performance share award mentioned in NWN’s Form 4?

The 2023–2025 performance share award is a long-term incentive program. After performance goals for the 2023–2025 period were satisfied and certified, 6,286 common shares were issued and credited to Justin Palfreyman’s account under the Northwest Natural Gas Company Deferred Compensation Plan.

How are deferred compensation plan shares treated in the NWN CEO’s ownership?

Shares credited under the Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives are reported as indirectly owned. In this Form 4, 6,286 common shares were credited to Justin Palfreyman’s plan account and disclosed as indirect ownership with an ownership code of "I".