Berge Megan H 4

What Happened

• Megan H. Berge, SVP, General Counsel, Chief Compliance Officer and Corporate Secretary of Northwest Natural Holding Co. (NWN), had 1,485 shares withheld by the company on March 5, 2026 to cover withholding taxes related to the issuance of shares from vested restricted stock units (RSUs). The withheld shares were disposed at $52.53 each, totaling $78,007.
• This was a tax-withholding disposition (transaction code F), not an open-market sale or a purchase.

Key Details

• Transaction date and price: March 5, 2026 — 1,485 shares withheld at $52.53/share (total $78,007).
• Nature of transaction: Code F — shares withheld to satisfy tax withholding on RSU issuance (disposition by issuer).
• RSUs vesting referenced: 1,029 performance-based RSUs and 2,099 time-based RSUs vested; certification of performance vesting was reported on Form 4 filed Feb 27, 2026.
• Implied net shares issued to Berge from this vesting event: 3,128 vested RSUs − 1,485 withheld = 1,643 shares delivered to the insider (calculation implied by filing).
• Shares owned after transaction: the filing does not state a single total post-transaction share count; it notes that 2,099 of the vested time-based RSUs are part of 6,297 time-based RSUs previously reported as beneficially owned. Footnote also references 4,198 time-based RSUs granted under the LTIP vesting in March 2027 and 2028.
• Timeliness: Period of report is March 5, 2026 and the Form 4 was filed March 9, 2026 — filed within the standard two business-day window.

Context

• Code F transactions are routine tax-withholding events when RSUs vest; they are dispositions by the issuer to cover taxes and do not necessarily indicate insider selling for investment reasons. For retail investors, purchases or open-market sales by insiders tend to be more informative about sentiment than withholding-related disposals.