NWN (NYSE: NWN) HR chief logs tax-withholding moves and tiny share adjustment

Rhea-AI Filing Summary

Northwest Natural Holding Co executive Melinda B. Rogers reported routine share dispositions tied to equity compensation on March 5, 2026. The company withheld 531 and 132 shares of common stock at $52.53 per share to cover withholding taxes on vested restricted stock units and performance shares. A further 0.13 share was disposed of as a fractional share when whole shares were transferred between accounts directly held by her. After these transactions, she directly held 2,214 common shares and had 11,256.78 shares credited to her account under the Northwest Natural Deferred Compensation Plan for Directors and Executives.

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^*

Rogers Melinda B.

(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)	X	Other (specify below)
	VP, Chief HR and		Diversity Officer, 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		531(1)	D	$52.53	2,346.13	D
Common Stock	03/05/2026		F		132(2)	D	$52.53	2,214.13	D
Common Stock	03/05/2026		S		0.13(3)	D	$52.53	2,214	D
Common Stock								11,256.78	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 were withheld by the issuer to cover withholding taxes on issuance of shares due to vesting of 513 restricted stock units (RSUs) with performance threshold, and vesting of 651 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 651 time-based RSUs are part of 2,064 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 February 25, 2022.

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 Deferred Compensation Plan for Directors and Executives.

	Molly J. Wilcox, Attorney-in-Fact	03/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did NWN executive Melinda B. Rogers report?

Melinda B. Rogers reported routine dispositions of Northwest Natural Holding Co common stock. Shares were mainly withheld by the company to cover tax obligations on vested restricted stock units and performance shares, plus a tiny 0.13-share fractional adjustment when whole shares were transferred between her accounts.

How many NWN shares were withheld for Melinda B. Rogers’ tax obligations?

Northwest Natural withheld 531 and 132 common shares at $52.53 per share for Melinda B. Rogers. These withholdings covered income tax obligations triggered by the vesting of restricted stock units and performance shares previously awarded as part of her executive compensation.

Was there an open-market sale in Melinda B. Rogers’ NWN Form 4?

The filing shows a 0.13-share disposition coded as a sale, but the footnote explains it was a fractional share disposed of in connection with transferring whole shares between accounts she directly holds, rather than a meaningful open-market transaction in Northwest Natural Holding Co stock.

How many Northwest Natural (NWN) shares does Melinda B. Rogers hold after these transactions?

After the reported transactions, Melinda B. Rogers directly held 2,214 common shares of Northwest Natural Holding Co. In addition, 11,256.78 shares were credited to her account under the Northwest Natural Deferred Compensation Plan for Directors and Executives, representing indirect ownership through that plan.

What do the Form 4 footnotes reveal about Melinda B. Rogers’ NWN equity awards?

The footnotes explain that shares were withheld to cover taxes on 513 performance-based restricted stock units and 651 time-based restricted stock units, and on performance shares. They also note that 11,256.78 shares are credited under the Northwest Natural Deferred Compensation Plan for Directors and Executives.

Does Melinda B. Rogers’ NWN Form 4 indicate any new equity grants?

The disclosure focuses on tax-withholding dispositions and a fractional-share adjustment, not new grants. It references earlier Forms 4 that reported the underlying restricted stock units and performance shares whose vesting and payouts led to the current share withholdings by Northwest Natural Holding Co.