Northwest Natural (NWN) SVP has 1,485 shares withheld for RSU taxes

Rhea-AI Filing Summary

Northwest Natural Holding Co senior executive has shares withheld for taxes. SVP, General Counsel, Chief Compliance Officer and Corporate Secretary Megan H. Berge had 1,485 shares of common stock withheld on 2026-03-05 at $52.53 per share to cover tax obligations from restricted stock unit vesting.

After this tax-withholding disposition, she directly holds 5,841 common shares. Footnotes state the withholding related to vesting of 1,029 performance-based RSUs and 2,099 time-based RSUs, and that 4,198 time-based RSUs remain outstanding, scheduled to vest in equal parts on March 1, 2027 and 2028.

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^*

Berge Megan H

(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)		Other (specify below)
	SVP, GC, CCO & Corp. Sec.

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		1,485(1)	D	$52.53	5,841(2)	D

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 1,029 restricted stock units (RSUs) with performance threshold, and vesting of 2,099 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 2,099 time-based RSUs are part of 6,297 time-based RSUs that have been reported as shares beneficially owned by the reporting person since initially reported on the reporting persons Form 4 on March 3, 2025.

2. Includes 4,198 time-based restricted stock units granted under the Long Term Incentive Plan of the Issuer. The restricted stock units vest in two equal installments on each of March 1, 2027 and 2028.

	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.
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FAQ

What insider transaction did Northwest Natural (NWN) report for Megan H. Berge?

Northwest Natural reported a tax-withholding disposition by executive Megan H. Berge. The company withheld 1,485 common shares at $52.53 each on 2026-03-05 to cover taxes triggered by the vesting of previously granted restricted stock units.

Was the Northwest Natural (NWN) Form 4 a market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld by the issuer to satisfy withholding taxes arising from vesting of performance-based and time-based restricted stock units previously granted to the executive.

How many Northwest Natural (NWN) shares does Megan H. Berge hold after this Form 4?

Following the tax-withholding disposition, Megan H. Berge directly holds 5,841 common shares of Northwest Natural. This figure reflects her ownership after 1,485 shares were withheld by the issuer to cover tax obligations tied to vesting restricted stock units.

What restricted stock units (RSUs) are referenced in the Northwest Natural (NWN) filing?

The filing references vesting of 1,029 performance-based RSUs and 2,099 time-based RSUs. It also notes 4,198 time-based RSUs remain outstanding under the Long Term Incentive Plan, vesting in equal installments on March 1, 2027 and March 1, 2028.

What does transaction code F mean in the Northwest Natural (NWN) Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. Here, it reflects issuer withholding of 1,485 common shares to cover taxes due upon the vesting of restricted stock units granted to the executive.

Which Northwest Natural (NWN) executive is involved in this insider transaction?

The transaction involves Megan H. Berge, who serves as Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary. The filing reports shares withheld to cover taxes related to vesting of her previously granted restricted stock units.