Karney Joseph S 4
4 · Northwest Natural Holding Co · Filed Mar 9, 2026
Research Summary
AI-generated summary of this filing
Northwest Natural (NWN) VP Joseph Karney Sells Shares
What Happened
Joseph S. Karney, VP, Engineering & Utility Operations at Northwest Natural Holding Co. (NWN), disposed of a total of 773.142 shares on March 5, 2026 at $52.53 per share (total value ≈ $40,613). The bulk of the disposition (136 shares, $7,144 and 636 shares, $33,409) were shares withheld by the issuer to cover withholding taxes on the issuance of vested restricted stock units (performance- and time-based RSUs). Two small fractional-share sales (0.574 and 0.568 shares, ~$30 each) were reported in connection with account transfers.
Key Details
- Transaction date: March 5, 2026. Transaction price reported: $52.53 per share.
- Report filed: March 9, 2026 (timely — filed within required business-day window).
- Total shares disposed: 773.142; total proceeds/withholding value reported: $40,613.
- Primary codes: F = payment of exercise price or tax liability (withholding on RSU issuance); S = open market/private sale (fractional-share dispositions during account transfers).
- Footnotes: withholding covered taxes on 231 performance RSUs and 54 time‑based RSUs (footnotes F1 & F2); some vested shares were credited to the company deferred compensation plan and retirement plan (F4 & F5). Fractional-share dispositions relate to moving whole shares between accounts (F3).
- Shares owned after transaction: not explicitly stated in the filing; see footnotes for deferred/retirement plan credits and prior ownership disclosures.
Context
- This was largely a routine tax-withholding transaction tied to RSU vesting, not an opportunistic open-market sale of whole shares by the insider. Such withholdings are common when equity awards vest and do not necessarily indicate a change in the insider’s view of the company.
- The tiny fractional sales were administrative (account transfers), not material selling for cash.
Insider Transaction Report
Form 4
Karney Joseph S
VP, Eng. & Utility OperationsOther
Transactions
- Tax Payment
Common Stock
[F1]2026-03-05$52.53/sh−136$7,144→ 5,147.142 total - Tax Payment
Common Stock
[F2]2026-03-05$52.53/sh−636$33,409→ 4,511.142 total - Sale
Common Stock
[F3]2026-03-05$52.53/sh−0.574$30→ 4,510.568 total - Sale
Common Stock
[F3]2026-03-05$52.53/sh−0.568$30→ 4,510 total
Holdings
- 981.866(indirect: See Footnote)
Common Stock
[F4] - 240.745(indirect: See Footnote)
Common Stock
[F5]
Footnotes (5)
- [F1]Shares were withheld by the issuer to cover withholding taxes on issuance of shares due to vesting of 231 restricted stock units (RSUs) with a performance threshold and vesting of 54 time-based RSUs. Organization and Executive Compensation Committee certification of satisfaction of the performance threshold and vesting for these restricted stock units was reported on Form 4 filed on February 27, 2026. The 54 time-based RSUs are part of 180 time-based RSUs that have been reported as shares beneficially owned by the reporting person since initially reported on the reporting persons Form 3 on April 12, 2023.
- [F2]Shares were withheld by the issuer to cover withholding taxes on issuance of performance shares. Organization and Executive Compensation Committee certification of the payout of these performance shares was reported on Form 4 filed on February 27, 2026.
- [F3]Disposition of fractional shares in connection with the transfer of whole shares between accounts directly held by the reporting person.
- [F4]Shares have been credited to the reporting persons account under the Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives. Includes 6 shares underlying time-based RSUs which vested March 1, 2026 and were deferred. The 6 time-based RSUs were part of 180 time-based RSUs that have been reported as shares beneficially owned by the reporting person since initially reported on the reporting persons Form 3 on April 12, 2023.
- [F5]Shares held in the reporting persons account under the Northwest Natural Retirement K Savings Plan as of February 28, 2026.
Signature
Molly J. Wilcox, Attorney-in-Fact|2026-03-09