Deferred stock moves for Northwest Natural (NWN) director and tax withholding

Rhea-AI Filing Summary

Northwest Natural Holding Co director David Hugo Anderson reported movements of company stock tied to the Deferred Compensation Plan for Directors and Executives (DCP). On January 15, 2026, 1,266 shares of common stock were distributed from his DCP account to his brokerage account at $0.00 per share, shifting from indirect to direct ownership pursuant to prior elections made between 2013 and 2017.

On the same date, 546 shares at $46.98 per share were withheld under the DCP to cover tax withholding on the distribution. Following these transactions, Anderson held 38,220 common shares directly and 8,800.689 common shares indirectly credited under the DCP.

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^*

ANDERSON DAVID HUGO

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		J		1,266(1)	D	$0.00	9,346.689	I	See Footnote(2)
Common Stock	01/15/2026		J		1,266(1)	A	$0.00	38,220	D
Common Stock	01/15/2026		F		546(3)	D	$46.98	8,800.689	I	See Footnote(2)

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 distributed from reporting person's account under Northwest Natural Gas Company's Deferred Compensation Plan for Directors and Executives (DCP) to reporting person's brokerage account pursuant to reporting person's elections on December 10, 2013, November 18, 2014, December 2, 2015, December 7, 2016 and December 4, 2017.

2. Reflects shares that have been credited to reporting person's account under the DCP.

3. Pursuant to the DCP and the reporting person's prior elections, shares were withheld to cover withholding taxes on the distribution of shares from the DCP.

	Molly J. Wilcox, Attorney-in-Fact	01/20/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did NWN director David Hugo Anderson report?

David Hugo Anderson reported a distribution of 1,266 Northwest Natural Holding Co common shares from his Deferred Compensation Plan (DCP) account to his brokerage account and a withholding of 546 shares to cover taxes related to that distribution.

How many NWN shares does David Hugo Anderson own after these transactions?

After the January 15, 2026 transactions, David Hugo Anderson beneficially owned 38,220 common shares directly and 8,800.689 common shares indirectly credited to his DCP account.

What is the nature of the 1,266 NWN shares reported at $0.00 per share?

The 1,266 common shares at $0.00 per share reflect a non-cash distribution from Anderson's DCP account to his brokerage account, carried out under prior elections made between 2013 and 2017.

Why were 546 NWN shares withheld at $46.98 in this Form 4?

The 546 common shares at $46.98 per share were withheld under the DCP to cover withholding taxes on the distribution of shares from Anderson's DCP account, as described in the footnotes.

Does this NWN Form 4 reflect open-market purchases or sales by the director?

The reported transactions relate to deferred compensation share distributions and tax withholding under the DCP, not to open-market purchases or discretionary sales of Northwest Natural Holding Co stock.

What role does the Deferred Compensation Plan (DCP) play in these NWN share movements?

The DCP holds shares credited to Anderson's account. On January 15, 2026, shares were distributed from the DCP to his brokerage account, and some were withheld to satisfy tax obligations, all pursuant to prior elections noted in the footnotes.