Karney Joseph S 4

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.