NW Natural (NWN) HR chief receives new performance and deferred stock awards

Rhea-AI Filing Summary

Northwest Natural Holding Co executive Melinda B. Rogers reported four stock award acquisitions of common stock. On February 25, 2026, she was granted 513 and 196 shares at $0.00 per share as equity compensation held directly.

She also acquired 664 and 1,766 shares indirectly, with amounts credited to her account under the company’s Deferred Compensation Plan for Directors and Executives after performance thresholds and goals for 2025 and 2023–2025 were certified. Her holdings also include 651 time-based restricted stock units that vest on March 1, 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

OMB APPROVAL

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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^*

Rogers Melinda B.

(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, Chief HR and		Diversity Officer, 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		513(1)	A	$0.00	2,681.13(2)	D
Common Stock	02/25/2026		A		196(3)	A	$0.00	2,877.13(2)	D
Common Stock	02/25/2026		A		664(4)	A	$0.00	9,490.78	I	See Footnote(5)
Common Stock	02/25/2026		A		1,766(6)	A	$0.00	11,256.78	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 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 651 time-based restricted stock units granted under Issuer?s Long Term Incentive Plan. The restricted stock units 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 person?s account under Northwest Natural Gas Company?s 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. Shares have been credited to the reporting person's account under Northwest Natural Gas Company?s Deferred Compensation Plan for Directors and Executives.

6. Shares are issuable as a result of satisfaction of performance goals for 2023-2025 under a performance share award, and credited to reporting person?s account under Northwest Natural Gas Company?s Deferred Compensation Plan for Directors and Executives pursuant to a prior election. Organization and Executive Compensation Committee certification of the award payout level occurred on the transaction date.

	Molly J. Wilcox, Attorney-in-Fact	02/27/2026
	** Signature of Reporting Person	Date
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FAQ

What did Northwest Natural (NWN) executive Melinda B. Rogers report on this Form 4?

Melinda B. Rogers reported multiple stock award acquisitions of Northwest Natural common stock. The awards reflect performance-based and time-based equity grants, including shares credited to her deferred compensation account following committee certification of performance thresholds and goals.

How many Northwest Natural (NWN) shares were directly granted to Melinda B. Rogers?

She was directly granted 513 and 196 shares of Northwest Natural common stock at a price of $0.00 per share. These represent equity compensation awards rather than open-market purchases, increasing her directly held common stock position.

What indirect Northwest Natural (NWN) share awards did Melinda B. Rogers receive?

She acquired 664 and 1,766 Northwest Natural shares indirectly, credited to her account under the Deferred Compensation Plan. These awards are tied to satisfaction of performance thresholds and goals for 2025 and the 2023–2025 performance period.

What do the performance-based awards for Northwest Natural (NWN) represent in this filing?

The filing states shares became issuable after performance thresholds for 2025 and performance goals for 2023–2025 were met. The Organization and Executive Compensation Committee certified these results on the transaction date, triggering issuance and credits to Rogers’ accounts.

Are there time-based restricted stock units disclosed for Northwest Natural (NWN) in this Form 4?

Yes. A footnote explains that Rogers holds 651 time-based restricted stock units granted under the company’s Long Term Incentive Plan. These restricted stock units are scheduled to vest on March 1, 2026, subject to the plan’s terms.

Was any cash paid for the Northwest Natural (NWN) shares reported in this Form 4?

No cash was paid for these awards. The reported transactions list a price of $0.00 per share, indicating they are equity compensation grants and deferred credits rather than market purchases of Northwest Natural common stock.