Northwest Natural Holding (NWN) shares withheld from CLO for taxes

Rhea-AI Filing Summary

Northwest Natural Holding Co executive MardiLyn Saathoff, Chief Legal Officer and Senior Vice President, reported share dispositions that were solely to cover tax obligations tied to equity awards.

On March 5, 2026, a total of 2,095 and 3,747 shares of common stock were withheld by the issuer at $52.53 per share to satisfy withholding taxes on vested restricted stock units and performance shares, rather than being sold in the open market. After these tax-withholding transactions, she directly owns 34,698 shares of common stock. She also holds additional shares indirectly through a deferred compensation plan and the Northwest Natural Retirement K Savings Plan, including 16,160.724 shares credited to her deferred compensation account and 693.119 shares held in her retirement savings plan as of February 28, 2026.

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^*

Saathoff MardiLyn

(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)		Other (specify below)
	Chief Legal Officer & SVP, Reg

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		2,095(1)	D	$52.53	38,445	D
Common Stock	03/05/2026		F		3,747(2)	D	$52.53	34,698	D
Common Stock								16,160.724	I	See Footnote(3)
Common Stock								693.119	I	See Footnote(4)

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

4. 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 insider transaction did NWN executive MardiLyn Saathoff report?

MardiLyn Saathoff reported that company shares were withheld to cover tax obligations. Specifically, 2,095 and 3,747 Northwest Natural Holding Co common shares were withheld at $52.53 each in connection with vesting restricted stock units and performance shares, rather than being sold on the open market.

Were MardiLyn Saathoff’s NWN shares sold on the open market?

No, the reported Northwest Natural Holding Co shares were not open-market sales. The company withheld 2,095 and 3,747 common shares at $52.53 per share to pay required withholding taxes on vested restricted stock units and performance shares, an administrative disposition method.

How many NWN shares does MardiLyn Saathoff now hold directly?

After the tax-withholding dispositions, MardiLyn Saathoff directly holds 34,698 shares of Northwest Natural Holding Co common stock. This figure reflects her direct ownership following the issuer’s withholding of shares to cover tax obligations on recent equity award vesting.

What indirect NWN share holdings does MardiLyn Saathoff report?

MardiLyn Saathoff reports indirect Northwest Natural Holding Co ownership through employee benefit plans. She has 16,160.724 shares credited in a deferred compensation plan and 693.119 shares in the Northwest Natural Retirement K Savings Plan as of February 28, 2026, in addition to her direct holdings.

Why did Northwest Natural Holding Co withhold shares from MardiLyn Saathoff?

The company withheld shares to satisfy tax withholding on equity compensation. When Saathoff’s restricted stock units and performance shares vested, 2,095 and 3,747 common shares at $52.53 were retained by Northwest Natural Holding Co to cover required withholding taxes instead of using cash payments.

What does transaction code F mean in the NWN Form 4 for Saathoff?

Transaction code F indicates shares were used to pay an exercise price or tax liability. For MardiLyn Saathoff, Northwest Natural Holding Co withheld common shares at $52.53 each to cover withholding taxes on vested restricted stock units and performance share payouts.