Northwest Natural (NWN) VP uses share withholding to cover taxes

Rhea-AI Filing Summary

Northwest Natural Holding Co executive Brody J. Wilson, VP, Treasurer, Controller and CAO, reported share transactions related to equity awards. On March 5, 2026, a total of 1,483 shares of common stock were withheld by the issuer at $52.53 per share to cover withholding taxes on vested restricted stock units and performance shares, a tax-withholding disposition rather than an open-market sale. Separate entries show indirect holdings of 7,041.454 and 209.291 common shares credited to Wilson’s accounts under the company’s deferred compensation and retirement savings plans, alongside time-based restricted stock units that vest in equal installments on September 1, 2026 and September 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^*

WILSON BRODY J

(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)
	VP, Treas, Controller & CAO

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		546(1)	D	$52.53	14,884(2)	D
Common Stock	03/05/2026		F		937(3)	D	$52.53	13,947(2)	D
Common Stock								7,041.454	I	See Footnote(4)
Common Stock								209.291	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 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 2,172 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 September 1, 2026 and 2027.

3. 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.

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

5. 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 Brody J. Wilson report?

Brody J. Wilson reported a tax-related share disposition, not an open-market sale. On March 5, 2026, 1,483 Northwest Natural common shares were withheld by the issuer at $52.53 per share to satisfy withholding taxes tied to vesting restricted stock units and performance shares.

How many NWN shares were withheld for taxes from Wilson’s awards?

A total of 1,483 Northwest Natural common shares were withheld for taxes. The filing shows 546 shares and 937 shares withheld at $52.53 per share, covering tax liabilities from vesting restricted stock units and the issuance of performance shares previously certified by the compensation committee.

Are Brody J. Wilson’s Form 4 transactions in NWN open-market sales?

The reported transactions are tax-withholding dispositions, not open-market sales. Shares were withheld by Northwest Natural to cover withholding taxes when restricted stock units and performance shares vested or were issued, as described in the footnotes referencing prior compensation committee certifications.

What indirect Northwest Natural holdings does Wilson report on this Form 4?

Wilson reports indirect ownership of common shares through company plans. The filing shows 7,041.454 shares credited under the Northwest Natural Gas Company Deferred Compensation Plan and 209.291 shares held in his Northwest Natural Retirement K Savings Plan account as of February 28, 2026, reflecting plan-based holdings.

What future vesting restricted stock units does Wilson hold in NWN?

Wilson’s indirect holdings include 2,172 time-based restricted stock units. These units were granted under Northwest Natural’s Long Term Incentive Plan and are scheduled to vest in two equal installments, with vesting dates on September 1, 2026 and September 1, 2027, subject to applicable plan terms.

How did prior compensation committee actions relate to this NWN Form 4?

The filing notes earlier compensation committee certifications. It references a February 27, 2026 Form 4 that reported certification of performance thresholds and payouts for restricted stock units and performance shares, while the current transactions reflect issuer share withholding to satisfy related tax obligations upon issuance or vesting.