Northwest Natural Holding Co·4

Feb 27, 4:48 PM ET

Karney Joseph S 4

4 · Northwest Natural Holding Co · Filed Feb 27, 2026

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Northwest Natural (NWN) VP Joseph Karney Receives 2,292-Share Award

What Happened Joseph S. Karney, Vice President, Engineering & Utility Operations at Northwest Natural Holding Co. (NWN), was issued a total of 2,292 shares on February 25, 2026. The three award entries on the Form 4 (transaction code A) cover 231, 1,471 and 590 shares, all reported at $0.00 per share (awards/grants rather than open-market purchases). The Organization and Executive Compensation Committee certified satisfaction of applicable performance thresholds on the transaction date for the performance-based awards.

Key Details

  • Transaction date: 2026-02-25; Form 4 filed 2026-02-27 (filed timely).
  • Shares issued: 231 + 1,471 + 590 = 2,292 shares; price reported $0.00 (awards/grants).
  • Time-based RSUs: 60 RSUs in total (54 + 6) noted; these RSUs vest on March 1, 2026.
  • Performance awards: Includes payouts tied to 2025 performance thresholds and a performance share award covering 2023–2025 (committee-certified).
  • Some shares were credited to the Northwest Natural Deferred Compensation Plan and the Northwest Natural Gas Company Retirement K Savings Plan per prior elections.
  • Shares owned after the transaction: not specified in the supplied data.

Context These were compensation awards (RSUs/performance shares), not open-market purchases or sales. Awards issued at $0 reflect issuance under the company’s long-term incentive and deferred compensation arrangements; time-based RSUs vest soon (3/1/2026) and some amounts were deferred into executive/director plans, which affects immediate liquidity and tax timing. Awards tied to performance metrics represent realized payouts from multi-year goals rather than a direct signal of personal buying or selling intentions.

Insider Transaction Report

Form 4
Period: 2026-02-25
Karney Joseph S
VP, Eng. & Utility OperationsOther
Transactions
  • Award

    Common Stock

    [F1][F2]
    2026-02-25+2313,793.195 total
  • Award

    Common Stock

    [F3][F2]
    2026-02-25+1,4715,264.195 total
  • Award

    Common Stock

    [F4][F5][F6]
    2026-02-25+590981.866 total(indirect: See Footnote)
Holdings
  • Common Stock

    [F7]
    (indirect: See Footnote)
    240.745
Footnotes (7)
  • [F1]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.
  • [F2]Includes 54 time-based RSUs granted under the Long Term Incentive Plan of the Issuer. The RSUs vest on March 1, 2026.
  • [F3]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.
  • [F4]Shares are issuable as a result of satisfaction of the performance threshold for 2025 under restricted stock unit awards, and credited to reporting persons account under the Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives pursuant to a prior election. Organization and Executive Compensation Committee certification of the satisfaction of the performance threshold occurred on the transaction date.
  • [F5]Includes 6 time-based RSUs granted under the Long Term Incentive Plan of the Issuer. The reporting person previously elected that shares received on vesting of such RSUs will be deferred under the Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives. The RSUs vest on March 1, 2026.
  • [F6]Shares have been credited to the reporting persons account under the Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives.
  • [F7]Shares held in reporting persons account under the Northwest Natural Gas Company Retirement K Savings Plan as of February 13, 2026.
Signature
Molly J. Wilcox, Attorney-in-Fact|2026-02-27

Documents

2 files