Equity awards increase Northwest Natural (NWN) VP Karney's stake

Rhea-AI Filing Summary

Northwest Natural Holding Co executive Joseph S. Karney, VP of Engineering & Utility Operations, reported multiple stock awards of common shares on February 25, 2026. Three acquisitions were reported at a price of $0.00 per share, reflecting equity compensation rather than open-market purchases.

Some shares are issuable after meeting the 2025 performance threshold under restricted stock unit awards, with the compensation committee certifying results on the transaction date. Additional shares are tied to 2023–2025 performance share goals. The filing notes 54 time-based RSUs and 6 deferred RSUs that vest on March 1, 2026, and credits certain shares to Karney’s deferred compensation and Retirement K 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

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^*

Karney Joseph S

(Last) (First) (Middle)

250 SW TAYLOR STREET

(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, Eng. & Utility Operations		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		231(1)	A	$0.00	3,793.1946(2)	D
Common Stock	02/25/2026		A		1,471(3)	A	$0.00	5,264.1946(2)	D
Common Stock	02/25/2026		A		590(4)	A	$0.00	981.866(5)	I	See Footnote(6)
Common Stock								240.745	I	See Footnote(7)

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. Includes 54 time-based RSUs granted under the Long Term Incentive Plan of the Issuer. The RSUs vest on March 1, 2026.

3. 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.

4. Shares are issuable as a result of satisfaction of the performance threshold for 2025 under restricted stock unit awards, and credited to reporting persons account under the Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives pursuant to a prior election. Organization and Executive Compensation Committee certification of the satisfaction of the performance threshold occurred on the transaction date.

5. Includes 6 time-based RSUs granted under the Long Term Incentive Plan of the Issuer. The reporting person previously elected that shares received on vesting of such RSUs will be deferred under the Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives. The RSUs vest on March 1, 2026.

6. Shares have been credited to the reporting persons account under the Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives.

7. Shares held in reporting persons account under the Northwest Natural Gas Company Retirement K Savings Plan as of February 13, 2026.

	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).
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 activity did Northwest Natural (NWN) report for Joseph S. Karney?

Northwest Natural reported that VP Joseph S. Karney received multiple common stock awards on February 25, 2026. These equity grants were made at $0.00 per share as compensation, tied to performance thresholds and long-term incentive plans rather than open-market stock purchases.

How many Northwest Natural (NWN) stock awards were granted to Karney on February 25, 2026?

The Form 4 shows three separate acquisitions of Northwest Natural common stock for Joseph S. Karney. One grant involved 231 shares, another 1,471 shares, and a third 590 shares, all reported at $0.00 per share as part of equity-based compensation awards.

What performance goals affect Joseph S. Karney’s Northwest Natural (NWN) stock awards?

Some shares are issuable after satisfying the 2025 performance threshold under restricted stock unit awards. Additional shares relate to performance goals for 2023–2025 under a performance share award, with the compensation committee certifying the payout level on the February 25, 2026 transaction date.

When do Joseph S. Karney’s Northwest Natural (NWN) RSUs vest?

The filing states that 54 time-based restricted stock units granted to Joseph S. Karney vest on March 1, 2026. An additional 6 time-based RSUs will also vest on March 1, 2026 and have been elected for deferral into the company’s deferred compensation plan.

How are deferred compensation and retirement plans used in Karney’s NWN holdings?

Certain shares are credited to Joseph S. Karney’s account under the Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives. Other shares are held in his account under the Northwest Natural Gas Company Retirement K Savings Plan as of February 13, 2026, reflecting indirect ownership.

Does the Northwest Natural (NWN) Form 4 reflect direct or indirect ownership for Karney?

The Form 4 shows both direct and indirect ownership for Joseph S. Karney. Some common stock awards are held directly in his name, while other shares are held indirectly through deferred compensation and retirement savings plan accounts referenced in the footnotes.