Northwest Natural Insider Sale: Anderson Sells 7,795 NWN Shares

Rhea-AI Filing Summary

David Hugo Anderson, a director and former CEO of Northwest Natural Holding Co (NWN), reported sales of 7,795 shares of NWN common stock on 09/18/2025 under a Rule 10b5-1 trading plan established on 09/16/2024. The sales were executed in multiple trades at prices between $41.65 and $42.61 for a weighted average price of $42.1339. After the transaction he beneficially owns 71,922 shares directly and 10,504.859 shares indirectly via the company deferred compensation plan; 36,954 shares remain in his trust.

Positive

• Transaction executed under a Rule 10b5-1 plan, indicating pre-planned sales and reduced insider trading signal risk
• Filing discloses detailed execution prices (range $41.65–$42.61 and weighted average $42.1339)
• Reporting person retains significant holdings (47,459 shares not subject to the plan, including 36,954 in trust)

Negative

• Insider sold 7,795 shares, which modestly reduces his direct stake
• Some shares are held indirectly (10,504.859 shares in deferred compensation), which can complicate exact control assessment

Insights

Corporate Governance Expert

TL;DR: Insider sold a modest portion of holdings under a pre-established 10b5-1 plan after retiring as CEO; disclosure is routine and orderly.

The transaction was executed pursuant to a documented Rule 10b5-1 plan, which reduces signaling risk because sales were pre-planned and not opportunistic. The filing discloses the weighted average price and range, and clarifies remaining holdings including trust and deferred-compensation plan balances. For governance, the clear disclosure of retained holdings and the use of a plan to diversify holdings following retirement is standard practice and does not indicate governance concerns.

Securities Analyst

TL;DR: Sale reduces insider concentration slightly but appears non-material to company capitalization.

The sale of 7,795 shares represents a partial divestiture from a larger position previously exceeding ownership guidelines. The execution in multiple trades and disclosure of price range and weighted average price support transparency. Without additional context on total float or percentage ownership, the transaction should be considered routine insider liquidity rather than a material signal about company fundamentals.

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).

X

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^*

ANDERSON DAVID HUGO

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

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	09/18/2025		S(1)		7,795	D	$42.1339(2)	71,922	D
Common Stock								10,504.859	I	See Footnote(3)

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. Transaction made pursuant to a Rule 10b5-1 trading plan established by the reporting person on September 16, 2024. As previously disclosed, Mr. Anderson retired from his position as CEO of NW Holdings and NW Natural, effective April 1, 2025. At the time the 10b5-1 Plan was established, Mr. Anderson held more than 8 times his annual salary in NW Holdings' stock; an amount greater than required by the NW Holdings' stock ownership requirements. This trading arrangement allows Mr. Anderson to periodically sell a portion of his NW Holdings common stock to diversify his holdings in connection with his retirement. As of the date of this filing, Mr. Anderson holds the following shares that are not subject to his trading arrangement: 47,459 shares of which 10,505 are held in Northwest Natural Gas Company's Deferred Compensation Plan for Directors and Officers and 36,954 are held in his trust.

2. This transaction was executed in multiple trades on reported date with prices ranging from $41.65 to $42.61, resulting in a weighted average price of $42.1339. Northwest Natural Holding Company (Issuer) will provide upon request by the Commission staff or a security holder of the Issuer full information regarding the number of shares sold at each separate price.

3. 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	09/19/2025
	** 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 did David H. Anderson report on Form 4 for NWN?

He reported selling 7,795 shares of Northwest Natural Holding Co common stock on 09/18/2025 under a Rule 10b5-1 plan.

At what prices were the NWN shares sold?

Trades executed between $41.65 and $42.61, with a weighted average price of $42.1339.

How many NWN shares does Mr. Anderson still own after the sale?

He beneficially owns 71,922 shares directly and an additional 10,504.859 shares indirectly via the company's deferred compensation plan; 36,954 shares are held in his trust.

Was the sale discretionary or pre-planned?

The sale was pre-planned under a Rule 10b5-1 trading plan established on 09/16/2024.

Why did Mr. Anderson use a 10b5-1 plan?

To periodically sell shares for diversification in connection with his retirement, as disclosed in the filing.