Performance awards give Northwest Natural (NYSE: NWN) VP new shares

Rhea-AI Filing Summary

Northwest Natural Holding Co executive Kathryn M. Williams reported acquiring common stock through performance-based equity awards. On 2026-02-25, she was granted 1,177 shares at $0.00 per share following satisfaction of a 2025 performance threshold under restricted stock units, bringing her holdings to 6,531 shares.

On the same date, she was also granted 1,962 common shares at $0.00 per share upon satisfaction of performance goals for the 2023–2025 period under a performance share award, increasing her direct ownership to 8,493 shares. Both awards became issuable after the Organization and Executive Compensation Committee certified the performance results.

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^*

Williams Kathryn M

(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 PA & Sustainability		NW Natural

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		1,177(1)	A	$0.00	6,531	D
Common Stock	02/25/2026		A		1,962(2)	A	$0.00	8,493	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 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. Organization and Executive Compensation Committee certification of the award payout level occurred on the transaction date.

	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 transaction did NWN executive Kathryn M. Williams report?

Kathryn M. Williams reported acquiring Northwest Natural Holding Co common stock through two equity awards. One tied to a 2025 restricted stock unit performance threshold and another to 2023–2025 performance goals, both certified by the Organization and Executive Compensation Committee on February 25, 2026.

How many Northwest Natural (NWN) shares were granted to Kathryn M. Williams?

She was granted 1,177 common shares from a 2025 restricted stock unit award and 1,962 common shares from a 2023–2025 performance share award. Both grants were triggered when the committee certified that the respective performance thresholds and goals had been met.

What was the price per share for Kathryn M. Williams’ NWN stock awards?

Both reported awards to Kathryn M. Williams showed a transaction price of $0.00 per share. This indicates the shares were issued as compensation grants rather than open-market purchases, reflecting performance-based equity awards instead of cash-funded stock acquisitions.

What is Kathryn M. Williams’ NWN share ownership after the reported grants?

After the first performance-based grant, her direct ownership was 6,531 common shares. Following the second performance share award grant, her direct holdings increased to 8,493 common shares, reflecting cumulative results of the two equity awards certified on February 25, 2026.

What performance conditions triggered the NWN stock awards to Kathryn M. Williams?

The 1,177-share grant resulted from meeting a 2025 performance threshold under restricted stock unit awards. The 1,962-share grant followed satisfaction of performance goals for the 2023–2025 period under a performance share award, both confirmed by the Organization and Executive Compensation Committee.