Northwest Natural (NWN) Form 4 — Small Insider Sale; RSUs and Plan Holdings Disclosed

Rhea-AI Filing Summary

Northwest Natural Holding Co. insider transaction by Brody J. Wilson reports a small sale and discloses total holdings and source of shares. On 09/02/2025 Mr. Wilson, who serves as Vice President, Treasurer, Controller & CAO and is a director, disposed of 364 shares of common stock at $41.53 per share. After the sale he beneficially owns 12,364 shares directly. The filing notes 2,172 time-based restricted stock units that vest in two equal installments on September 1, 2026 and 2027, with shares withheld to cover taxes on RSUs that vested September 1, 2025. Additional holdings include 6,902.394 shares credited under a deferred compensation plan and 205.153 shares in a retirement savings plan as of August 15, 2025.

Insights

Securities Analyst

TL;DR: Routine insider sale and disclosure; small amount sold and continued meaningful ownership via compensation and plans.

The Form 4 reflects a modest open-market or tax-withholding sale of 364 shares at $41.53 on 09/02/2025 by an executive who is also a director. The filing clarifies that RSUs vested and some shares were withheld for taxes, while additional balances are held in the company's deferred compensation and retirement plans. This is a compliance disclosure rather than a material change to ownership or corporate control.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting obligations; transaction size appears immaterial to control or governance.

The report provides the necessary transparency about changes in beneficial ownership and the nature of indirect holdings. The presence of time-based RSUs with clear vesting dates and shares in deferred and retirement plans is typical of executive compensation structures. There is no indication of significant governance impact or major shift in alignment between management and shareholders.

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)
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		364(1)	D	$41.53	12,364(2)	D
Common Stock								6,902.394	I	See Footnote(3)
Common Stock								205.153	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 were withheld by Issuer to cover withholding taxes on issuance of time-based restricted stock units which vested on September 1, 2025.

2. Includes 2,172 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.

3. Shares have been credited to the reporting person's account under Northwest Natural Gas Company's Deferred Compensation Plan for Directors and Executives.

4. Shares held in reporting person's account under Northwest Natural Gas Company's Retirement K Savings Plan as of August 15, 2025.

	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.
* 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 transaction did NWN reporting person Brody J. Wilson disclose on 09/02/2025?

The Form 4 shows a disposal of 364 shares of Northwest Natural Holding Co. common stock at $41.53 per share on 09/02/2025.

How many shares does Brody J. Wilson beneficially own after the reported transaction?

Following the reported transaction he beneficially owns 12,364 shares directly, plus indirect holdings noted in the filing.

What restricted stock units or compensation plans are disclosed in the Form 4 for NWN?

The filing discloses 2,172 time-based RSUs vesting in equal installments on 09/01/2026 and 09/01/2027, shares in a deferred compensation plan ( 6,902.394 shares) and a retirement savings plan ( 205.153 shares as of 08/15/2025).

Why were some shares withheld according to the Form 4?

The filing states shares were withheld by the issuer to cover withholding taxes on RSUs that vested on 09/01/2025.

What is the reporting person's role at NWN?

Brody J. Wilson is listed as VP, Treasurer, Controller & CAO and also as a director of Northwest Natural Holding Co.