Northwest Natural (NYSE: NWN) VP reports 175-share tax withholding

Rhea-AI Filing Summary

Northwest Natural Holding Co VP Brian Fellon had 175 common shares withheld on March 5, 2026 to cover taxes due when restricted stock units vested. This was a tax-withholding disposition, not an open-market trade, at an indicated value of $52.53 per share.

After this transaction, Fellon directly held 1,572 common shares. His holdings include 1,020 time-based restricted stock units granted under the company’s long-term incentive plan, which are scheduled to vest in two equal installments on October 1, 2026 and October 1, 2027.

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^*

Fellon Brian

(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, CIO & CISO		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		175(1)	D	$52.53	1,572(2)	D

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. Includes 1,020 time-based restricted stock units granted under the Long Term Incentive Plan of the Issuer. The restricted stock units vest in two equal installments on each of October 1, 2026 and 2027.

	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Northwest Natural (NWN) report for Brian Fellon?

Northwest Natural reported a tax-withholding disposition of 175 common shares for VP Brian Fellon. The shares were withheld by the issuer to cover taxes triggered by vested restricted stock units, rather than sold in the open market.

Was Brian Fellon’s Northwest Natural (NWN) transaction an open-market stock sale?

No, Brian Fellon’s transaction was a tax-withholding disposition, not an open-market sale. The company withheld 175 shares to satisfy withholding taxes when restricted stock units vested, as described in the Form 4 footnote.

How many Northwest Natural (NWN) shares does Brian Fellon hold after this Form 4?

After the March 5, 2026 transaction, Brian Fellon directly held 1,572 common shares of Northwest Natural. This total reflects the 175 shares withheld for taxes and includes his remaining directly owned shares reported on the Form 4.

What restricted stock units does Brian Fellon have at Northwest Natural (NWN)?

Brian Fellon holds 1,020 time-based restricted stock units granted under Northwest Natural’s Long Term Incentive Plan. These units are scheduled to vest in two equal installments on October 1, 2026 and October 1, 2027, subject to plan terms.

What price was used for Brian Fellon’s Northwest Natural (NWN) tax-withholding shares?

The Form 4 shows an indicated value of $52.53 per share for the 175 common shares withheld to cover taxes. This price is used to calculate the value of the tax-withholding disposition, not to indicate an open-market sale.

What role does Brian Fellon hold at Northwest Natural (NWN)?

Brian Fellon serves as Vice President, Chief Information Officer and Chief Information Security Officer at Northwest Natural Holding Co. His Form 4 filing reflects equity compensation activity related to restricted stock units granted under the company’s long-term incentive plan.