NWN director logs discretionary deferred stock transaction

Northwest Natural Holding Co director Sandra McDonough reported a routine discretionary transaction under a deferred compensation plan.

Rhea-AI Filing Summary

Northwest Natural Holding Co director Sandra McDonough reported a routine discretionary transaction under a deferred compensation plan. On May 7, 2026, 250.475 shares of common stock were credited to her account at an effective price of $50.19 per share.

The filing states this was made pursuant to a written election under Northwest Natural Gas Company's Deferred Compensation Plan for Directors and Executives, intended to satisfy then-current Rule 10b5-1 and not modified since its original adoption. Following the transaction, her indirect holdings under the plan total 10,861.297 shares of common stock.

Insider Trade Summary

Discretionary: 250.475 shares

Discretionary 1 txn

Insider McDonough Sandra

Role Director

Type	Security	Shares	Price	Value
Discretionary	Common Stock	250.475	$50.19	$13K

Holdings After Transaction: Common Stock — 10,861.297 shares (Indirect, See Footnote)

Footnotes (2)

1. F1. The reporting transaction was effected pursuant to a written election under Northwest Natural Gas Company's Deferred Compensation Plan for Directors and Executives made on or about January 6, 2022. At the time made, the election was intended to satisfy the then-current Rule 10b5-1. The election has not been entered into, modified or terminated since the original election date.
2. F2. Shares have been credited to reporting person's account under Northwest Natural Gas Company's Deferred Compensation Plan for Directors and Executives.

Key Figures

Shares credited: 250.475 shares Effective price per share: $50.19 per share Post-transaction holdings: 10,861.297 shares +2 more

5 metrics

Shares credited 250.475 shares Common stock credited under deferred compensation plan on May 7, 2026

Effective price per share $50.19 per share Price used for the discretionary transaction under Rule 16b-3(f)

Post-transaction holdings 10,861.297 shares Indirect common stock holdings after transaction in deferred compensation account

Transaction classification Discretionary transaction under Rule 16b-3(f) Form 4 transaction code I with ‘other’ direction

Plan election date January 6, 2022 Written election date for deferred compensation, intended to meet Rule 10b5-1

Key Terms

Deferred Compensation Plan for Directors and Executives, Rule 10b5-1, discretionary transaction, Rule 16b-3(f), +1 more

5 terms

Deferred Compensation Plan for Directors and Executives financial

"Shares have been credited to reporting person's account under Northwest Natural Gas Company's Deferred Compensation Plan for Directors and Executives."

Rule 10b5-1 regulatory

"At the time made, the election was intended to satisfy the then-current Rule 10b5-1."

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

discretionary transaction regulatory

"transaction_code_description: Discretionary transaction under Rule 16b-3(f)"

Rule 16b-3(f) regulatory

"transaction_code_description: Discretionary transaction under Rule 16b-3(f)"

indirect ownership financial

"ownership_type: indirect, direct_or_indirect: I, nature_of_ownership: See Footnote"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Northwest Natural Holding Co (NWN) disclose for Sandra McDonough?

Northwest Natural Holding Co reported a discretionary transaction for director Sandra McDonough, where 250.475 common shares were credited to her deferred compensation plan account at $50.19 per share, increasing her indirect holdings to 10,861.297 shares following the transaction.

Was the NWN Sandra McDonough Form 4 transaction a planned Rule 10b5-1 event?

Yes. The filing explains the transaction followed a written election under the Deferred Compensation Plan made around January 6, 2022, intended to satisfy then-current Rule 10b5-1 and not changed since. This indicates a pre-arranged, plan-based transaction rather than a new discretionary trade.

How many Northwest Natural (NWN) shares were credited in Sandra McDonough’s deferred compensation plan?

The Form 4 shows 250.475 shares of Northwest Natural common stock were credited to Sandra McDonough’s account under the Deferred Compensation Plan for Directors and Executives at an effective price of $50.19 per share as part of a routine discretionary transaction.

What are Sandra McDonough’s NWN share holdings after this Form 4 transaction?

After the reported transaction, Sandra McDonough’s indirect holdings total 10,861.297 shares of Northwest Natural common stock. These shares are credited to her account under the company’s Deferred Compensation Plan for Directors and Executives, as disclosed in the Form 4 footnotes.

Is the NWN Form 4 for Sandra McDonough a buy or sell transaction?

The Form 4 characterizes the event as a “discretionary transaction” under Rule 16b-3(f), not as a buy or sell. Shares were credited to her deferred compensation plan account under a prior written election, reflecting compensation and deferral mechanics rather than an open-market trade.

How is ownership of the reported NWN shares classified for Sandra McDonough?

The filing classifies Sandra McDonough’s position as indirect ownership with “See Footnote” explanation. Footnotes clarify that the shares are credited to her account under Northwest Natural Gas Company’s Deferred Compensation Plan for Directors and Executives, rather than held as direct common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/11/2026 - 07:02 PM EDT Learn about SEC filing dates

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^*

McDonough Sandra

(Last) (First) (Middle)

250 SW TAYLOR ST

(Street)

PORTLAND OREGON 97204

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/07/2026		I(1)		250.475	A	$50.19	10,861.297	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. The reporting transaction was effected pursuant to a written election under Northwest Natural Gas Company's Deferred Compensation Plan for Directors and Executives made on or about January 6, 2022. At the time made, the election was intended to satisfy the then-current Rule 10b5-1. The election has not been entered into, modified or terminated since the original election date.

2. Shares have been credited to reporting person's account under Northwest Natural Gas Company's Deferred Compensation Plan for Directors and Executives.

	Molly J. Wilcox, Attorney-in-Fact	05/11/2026
	** 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.
* Form 4: SEC 1474 (03-26)