Northwest Natural CFO withholds 763 shares for taxes after RSU vesting

Rhea-AI Filing Summary

Raymond J. Kaszuba III, Senior Vice President and Chief Financial Officer of Northwest Natural Holding Company (NWN), reported the sale of 763 shares of Common Stock on 09/02/2025 at a price of $41.53 per share. The filing states those shares were withheld by the issuer to cover withholding taxes on time-based restricted stock units that vested on September 1, 2025. Following the reported transaction, Kaszuba beneficially owns 7,052 shares, which includes 5,210 restricted stock units granted under the company’s Long Term Incentive Plan that vest in equal installments on September 1, 2026 and 2027. The Form 4 was signed by an attorney-in-fact on 09/04/2025.

Positive

• Transparent disclosure of the sale and the tax-withholding reason
• Substantial continued ownership through 5,210 unvested RSUs that vest in 2026 and 2027
• Transaction aligns with compensation plan mechanics (RSU vesting and withholding)

Negative

• Disposition of shares by the CFO (763 shares) could be viewed negatively by some investors
• Filing does not state whether other planned transactions exist (no Rule 10b5-1 plan box checked)

Insights

Financial Analyst

TL;DR: Routine tax-withholding sale on vested RSUs; insider still holds substantial equity via unvested RSUs.

The reported disposal of 763 shares reflects a common administrative action where the issuer withholds shares to satisfy tax obligations arising from RSU vesting. The transaction price of $41.53 is disclosed, and post-transaction beneficial ownership is 7,052 shares. Materials indicate 5,210 RSUs remain subject to future vesting in 2026 and 2027, preserving alignment between the CFO and shareholders while providing predictable executive compensation timing.

Corporate Governance Expert

TL;DR: Disclosure is timely and consistent with compensation plan mechanics; no governance red flags in the filing.

The Form 4 documents a standard withholding event tied to vested time-based RSUs and identifies the long-term incentive schedule. The filing was executed by an attorney-in-fact, which is common practice. There is no indication of opportunistic trading or deviation from the company’s compensation terms in the statement provided.

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^*

Kaszuba Raymond J III

(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)
	SVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		F		763(1)	D	$41.53	7,052(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 Issuer to cover withholding taxes on issuance of time-based restricted stock units which vested on September 1, 2025.

2. Includes 5,210 time-based restricted stock units granted under Issuer's Long Term Incentive Plan. The restricted stock units vest in two equal installments on each of September 1, 2026 and 2027.

	Molly J. Wilcox, Attorney-in-Fact	09/04/2025
	** 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 did NWN insider Raymond Kaszuba III report on Form 4?

He reported the sale of 763 shares on 09/02/2025 at $41.53 per share, withheld to cover taxes on vested RSUs.

How many shares does Kaszuba beneficially own after the transaction?

The filing shows he beneficially owns 7,052 shares following the reported transaction.

How many restricted stock units does Kaszuba have and when do they vest?

He holds 5,210 time-based RSUs that vest in two equal installments on September 1, 2026 and September 1, 2027.

Why were shares sold according to the Form 4?

The shares were withheld by the issuer to cover withholding taxes on RSUs that vested on September 1, 2025.

Who signed the Form 4 and when?

The Form 4 was executed by Molly J. Wilcox, Attorney-in-Fact on 09/04/2025.