Tax-related share disposals by NWN executive Joseph Karney (NYSE: NWN)

Rhea-AI Filing Summary

Northwest Natural Holding Co VP Joseph S. Karney reported tax-related share dispositions and minor sales of common stock. On March 5, 2026, shares were withheld by the issuer at $52.53 per share to cover withholding taxes tied to vesting of restricted stock units and performance shares, as described in the compensation committee certifications.

Karney also recorded very small open-market sales totaling 1.1415 common shares at $52.53 per share, reflecting disposition of fractional shares in connection with transfers between directly held accounts. After these transactions, he directly holds 4,510 common shares and has additional indirect holdings through a deferred compensation plan and a retirement savings 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

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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^*

Karney Joseph S

(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)	X	Other (specify below)
	VP, Eng. & Utility Operations		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		136(1)	D	$52.53	5,147.1415	D
Common Stock	03/05/2026		F		636(2)	D	$52.53	4,511.1415	D
Common Stock	03/05/2026		S		0.574(3)	D	$52.53	4,510.5675	D
Common Stock	03/05/2026		S		0.5675(3)	D	$52.53	4,510	D
Common Stock								981.866	I	See Footnote(4)
Common Stock								240.745	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 231 restricted stock units (RSUs) with a performance threshold and vesting of 54 time-based RSUs. 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. The 54 time-based RSUs are part of 180 time-based RSUs that have been reported as shares beneficially owned by the reporting person since initially reported on the reporting persons Form 3 on April 12, 2023.

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. Includes 6 shares underlying time-based RSUs which vested March 1, 2026 and were deferred. The 6 time-based RSUs were part of 180 time-based RSUs that have been reported as shares beneficially owned by the reporting person since initially reported on the reporting persons Form 3 on April 12, 2023.

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 did NWN executive Joseph S. Karney report in this Form 4?

Joseph S. Karney reported tax-related dispositions and minor sales of Northwest Natural Holding Co common stock. Shares were withheld to cover taxes on vested RSUs and performance shares, and small fractional shares were sold when transferring whole shares between directly held accounts.

How many NWN shares were sold on the open market by Joseph S. Karney?

Karney reported very small open-market sales totaling 1.1415 common shares of Northwest Natural Holding Co at $52.53 per share. According to the disclosure, these sales reflected disposition of fractional shares tied to a transfer between his directly held accounts.

Why were some of Joseph S. Karney’s NWN shares disposed of for tax withholding?

Some shares were withheld by Northwest Natural Holding Co to cover withholding taxes on the issuance of shares from vested restricted stock units and performance shares. These vesting events had been certified earlier by the Organization and Executive Compensation Committee and previously reported.

How many NWN shares does Joseph S. Karney hold directly after these transactions?

After the reported transactions, Joseph S. Karney directly holds 4,510 common shares of Northwest Natural Holding Co. This direct ownership figure reflects the tax-withholding share dispositions and the small fractional-share sales recorded on March 5, 2026.

What indirect NWN share holdings does Joseph S. Karney report?

Karney reports indirect holdings credited to his account under the Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives and under the Northwest Natural Retirement K Savings Plan. These plan-based positions include shares from vested time-based RSUs that were deferred or held within the retirement plan.

Are Joseph S. Karney’s tax-withholding transactions in NWN considered open-market sales?

No. The tax-withholding transactions are reported with code F, meaning shares were delivered to the issuer to pay exercise price or tax liabilities. Only the tiny 1.1415-share disposition is characterized as open-market sale of fractional shares between directly held accounts.