NWN (NYSE: NWN) CEO covers tax bill with withheld company shares

Rhea-AI Filing Summary

Northwest Natural Holding Co President & CEO Justin Palfreyman reported a tax-related share disposition. On the vesting of restricted stock units, 3,909 shares of common stock were withheld by the company to cover withholding taxes at $52.53 per share, a non‑market transaction coded as a tax-withholding disposition. After this, he directly owned 20,940 common shares. An additional 6,286 common shares are held indirectly through credits to his account under the Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Palfreyman Justin

Role President & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	3,909	$52.53	$205K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 20,940 shares (Direct); Common Stock — 6,286 shares (Indirect, See Footnote)

Footnotes (1)

1. Shares were withheld by the issuer to cover withholding taxes on issuance of shares due to vesting of restricted stock units. 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. Shares have been credited to the reporting persons account under the Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives.

Form 4 Insider Transactions: What Each Field Means →

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^*

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)
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		3,909(1)	D	$52.53	20,940	D
Common Stock								6,286	I	See Footnote(2)

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 restricted stock units. 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.

2. 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	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).
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.

FAQ

What insider transaction did NWN CEO Justin Palfreyman report on this Form 4?

Justin Palfreyman reported a tax-related share disposition. The company withheld 3,909 shares of Northwest Natural Holding Co common stock to cover withholding taxes upon vesting of restricted stock units, rather than selling shares in the open market.

How many NWN shares were withheld for taxes and at what price per share?

The issuer withheld 3,909 Northwest Natural Holding Co common shares to satisfy tax withholding obligations, using a price of $52.53 per share. This reflects a non‑market transaction linked to restricted stock unit vesting and not a discretionary open‑market sale by the CEO.

How many Northwest Natural (NWN) shares does the CEO own after this Form 4 event?

After the tax‑withholding disposition, Justin Palfreyman directly owns 20,940 Northwest Natural Holding Co common shares. In addition, 6,286 common shares are credited indirectly to his account under the company’s Deferred Compensation Plan for Directors and Executives.

Was the NWN CEO’s Form 4 transaction an open-market sale of shares?

No, the transaction was not an open‑market sale. Shares were withheld by Northwest Natural Holding Co to cover withholding taxes on restricted stock unit vesting, classified as a tax‑withholding disposition rather than a voluntary sale into the market.

What is the role of the deferred compensation plan in the NWN Form 4 filing?

The deferred compensation plan holds shares credited to the CEO’s account. The filing notes 6,286 Northwest Natural Holding Co common shares are credited under the Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives, representing indirect beneficial ownership reported as a holding.