Northwest Natural (NWN) VP reports tax-withholding and small share sale

Rhea-AI Filing Summary

Northwest Natural Holding Co VP David A. Weber reported several share dispositions tied mainly to tax withholding on equity awards. On the transaction date, 546 and 937 shares of common stock were withheld by the issuer at $52.53 per share to cover withholding taxes on vested restricted stock units and performance shares. A small open-market sale of 0.604 fractional shares at the same price was recorded in connection with transferring whole shares between his accounts. After these events, Weber directly held 1,849 common shares, with additional indirect holdings credited to his deferred compensation and retirement savings plan accounts.

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^*

Weber David A.

(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, Gas Supply		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		546(1)	D	$52.53	2,786.604	D
Common Stock	03/05/2026		F		937(2)	D	$52.53	1,849.604	D
Common Stock	03/05/2026		S		0.604(3)	D	$52.53	1,849	D
Common Stock								2,235.088	I	See Footnote(4)
Common Stock								21,917.23	I	See Footnote(5)

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 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 Gas Company Deferred Compensation Plan for Directors and Executives.

5. Shares held in the reporting persons account under the Northwest Natural Retirement K Savings Plan as of February 28, 2026.

	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).
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FAQ

What did NWN executive David A. Weber report in this Form 4?

David A. Weber reported share dispositions mainly for tax withholding on equity awards. Shares were withheld upon vesting of restricted stock units and performance shares, plus a small fractional share sale, leaving him with direct and indirect holdings in Northwest Natural Holding Co stock.

How many Northwest Natural (NWN) shares were withheld for taxes for David A. Weber?

A total of 546 and 937 Northwest Natural shares were withheld to cover tax liabilities. These withholdings occurred when restricted stock units and performance shares vested, using shares instead of cash to satisfy withholding obligations owed on the equity awards.

Did David A. Weber sell Northwest Natural (NWN) shares in the open market?

Yes, he reported an open-market sale of 0.604 common shares at $52.53 per share. The footnotes state this involved disposition of fractional shares connected with transferring whole shares between accounts directly held by the reporting person.

How many NWN shares does David A. Weber hold directly after these transactions?

After these transactions, he directly holds 1,849 Northwest Natural common shares. This figure reflects the impact of the tax-withholding dispositions and the small fractional share sale documented for the reported transaction date.

What indirect Northwest Natural (NWN) holdings does David A. Weber report?

He reports indirect holdings credited to his accounts under a deferred compensation plan and a retirement savings plan. The Form 4 notes these shares are held within the Northwest Natural Gas Company Deferred Compensation Plan and the Northwest Natural Retirement K Savings Plan.

Were the NWN share dispositions by David A. Weber discretionary sales?

Most reported dispositions were not discretionary sales but tax-withholding events. Shares were withheld by the issuer to cover withholding taxes upon issuance of vested restricted stock units and performance shares, according to the detailed explanatory footnotes.