Northwest Natural (NWN) president receives performance-based stock awards

Rhea-AI Filing Summary

Northwest Natural Holding Co reported that President Kimberly Heiting Rush acquired common stock through equity awards. On February 25, 2026, she received 3,677 shares upon satisfaction of a 2025 performance threshold under restricted stock units and 6,286 shares from a 2023–2025 performance share award.

The company’s compensation committee certified the performance results on the transaction date, triggering these share issuances at no cash cost per share. The filing also notes indirect holdings in a retirement savings plan as of February 13, 2026 and in a deferred compensation plan for directors and executives.

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^*

RUSH KIMBERLY HEITING

(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)
	President		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		3,677(1)	A	$0.00	25,647.6773	D
Common Stock	02/25/2026		A		6,286(2)	A	$0.00	31,933.6773	D
Common Stock								1,535.751	I	See Footnote(3)
Common Stock								41.838	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 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. 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.

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

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

	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.
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FAQ

What insider transaction did NWN report for President Kimberly Heiting Rush?

Northwest Natural Holding Co reported that President Kimberly Heiting Rush acquired common stock through equity awards. She received 3,677 shares from restricted stock units tied to 2025 performance and 6,286 shares from a 2023–2025 performance share award, both issued at no cash cost.

Were Kimberly Heiting Rush’s NWN shares open-market purchases or awards?

The reported NWN transactions were equity awards, not open-market purchases. The shares were issued when performance thresholds and goals were certified as met under restricted stock unit and performance share plans, with a reported price per share of $0.0000 for both grants.

How did performance results affect Kimberly Heiting Rush’s NWN share awards?

Performance results directly triggered the NWN share awards to Kimberly Heiting Rush. The compensation committee certified satisfaction of a 2025 performance threshold and 2023–2025 performance goals, causing restricted stock unit and performance share awards to become issuable as common stock on February 25, 2026.

What indirect Northwest Natural (NWN) holdings are disclosed for Kimberly Heiting Rush?

The filing notes indirect NWN holdings for Kimberly Heiting Rush in retirement and deferred compensation plans. Shares are held in a retirement K savings plan as of February 13, 2026, and credited to her account under a deferred compensation plan for directors and executives, in addition to her directly held shares.

Does the NWN Form 4 show any stock sales by Kimberly Heiting Rush?

The NWN Form 4 does not report any stock sales for Kimberly Heiting Rush. It shows two acquisition transactions coded “A” for awards and additional lines reflecting indirect holdings in benefit and deferred compensation plans, with no sell transactions indicated in the summarized data.