UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 OR 15(d) OFof ~~THE~~The ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

February 27, 2026

Date of Report (Date of earliest event reported)

NORTHWEST NATURAL HOLDING COMPANY

NORTHWEST NATURAL GAS COMPANY

(Exact name of registrant as specified in its charter)

Commission file number

1-38681

Commission file number

1-15973

Oregon

82-4710680

Oregon

93-0256722

(State or other jurisdiction ofincorporation or organization)

(I.R.S. EmployerIdentification No.)

(State or other jurisdiction ofincorporation or organization)

(I.R.S. EmployerIdentification No.)

March 23, 2026

250 S.W. Taylor Street

NORTHWEST NATURAL HOLDING COMPANY

NORTHWEST NATURAL GAS COMPANY

Portland

Oregon

97204

Portland

Oregon

97204

(Exact name of registrant as specified in its charter)

(Address of principal executive offices)

(Zip Code)

(Address of principal executive offices)

(Zip Code)

Commission file number

1-38681

Commission file number

1-15973

Oregon

82-4710680

Oregon

93-0256722

(State or other jurisdiction ofincorporation)

(IRS EmployerIdentification No.)

(State or other jurisdiction ofincorporation)

(IRS EmployerIdentification No.)

Registrant’s telephone number, including area code: (503) 226-4211 Registrant’s telephone number, including area code: (503) 226-4211

250 SW Taylor Street

Portland

Oregon

97204

Portland

Oregon

97204

(Address of principal executive offices)

(Zip Code)

(Address of principal executive offices)

(Zip Code)


Registrant's telephone number, including area code:															(503)			226-4211																		Registrant's telephone number, including area code:															(503)			226-4211

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Registrant	Title of each class	Trading Symbol	Name of each exchange on which registered
Northwest Natural Holding Company	Common Stock	NWN	New York Stock Exchange
Northwest Natural Gas Company	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Northwest Natural Holding Company

Emerging growth company

☐

Northwest Natural Gas Company

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 28.0201 ~~Results~~Other ~~of Operation and Financial Condition~~Events

OnAs ~~February 27~~previously disclosed, ~~2026~~on August 29, 2025, Northwest Natural Gas Company (NW Natural), a wholly owned subsidiary of Northwest Natural Holding Company (NW Holdings), ~~issued~~filed a ~~press~~request ~~release~~for ~~announcing~~a ~~its~~general ~~earnings~~rate ~~for~~increase (Rate Case) with the ~~quarter~~Washington Utilities and Transportation Commission (WUTC) under Washington's multi-year ~~ended December~~rate 31plan statute. Approximately 99,000 ~~2025~~or 12% of NW Natural’s customers are in, and approximately 8% of NW Natural’s revenues are derived from, Washington. AThe ~~copy~~remainder of NW Natural's customers and revenues are in Oregon. NW Natural completed its previous Washington general rate case in 2021. NW Natural’s Rate Case filing in 2025 included requested increases in annual revenue requirement over three years, consisting of a $25.6 million revenue increase in the ~~press~~first ~~release~~year isbeginning ~~attached~~August as1, ~~Exhibit~~2026 99(Year 1), an $8.6 million revenue increase in the second year beginning August 1, 2027 (Year 2) and an $8.3 million revenue increase in the third year beginning August 1, 2028 (Year 3).

~~The~~On ~~information~~March ~~contained~~23, in2026, ~~this~~NW ~~Item~~Natural, ~~2.02~~Staff ~~and~~of in the ~~accompanying~~WUTC, ~~exhibit~~The ~~shall~~Energy ~~not~~Project beand ~~incorporated~~the byAlliance ~~reference~~of ~~into~~Western ~~any~~Energy ~~filing~~Consumers, ofwhich NWcomprise ~~Holdings~~all orbut ~~Northwest~~one ~~Natural~~of ~~Gas~~the ~~Company~~parties ~~(NW~~to ~~Natural)~~the Rate Case, ~~whether~~filed ~~made~~a ~~before~~settlement orwith ~~after~~the WUTC that addressed all issues but one in the ~~date~~Rate ~~hereof,~~Case ~~regardless~~(Stipulation). ofThe ~~any~~Stipulation ~~general~~provides ~~incorporation~~for ~~language~~a $20.1 million revenue increase in ~~such~~Year ~~filing~~1, ~~unless~~a ~~expressly~~$7.7 ~~incorporated~~million byrevenue ~~specific~~increase ~~reference~~in toYear ~~such~~2 ~~filing~~and an $8.7 ~~The~~million ~~information~~revenue increase in ~~this~~Year ~~Item 2~~3.~~02,~~ ~~including~~The revenue requirement for Year 1 includes the ~~exhibit~~addition ~~hereto,~~to ~~shall~~rate ~~not~~base expected to be ~~deemed~~placed ~~“filed”~~in-service ~~for~~by ~~purposes~~the start of ~~Section~~Rate 18Year of1. Rate Years 2 and 3 include additions to rate base during the ~~Securities~~rate ~~Exchange~~years. ~~Act~~Plant ofplaced ~~1934,~~into asservice ~~amended~~after March 31, or2025 ~~otherwise~~is subject to ~~the~~review, ~~liabilities~~adjustment ofand ~~that~~refund ~~section~~according orto ~~Sections~~actual 11costs ~~and~~incurred. ~~12(a)(2)~~The ofincremental ~~the~~revenue ~~Securities~~requirement ~~Act~~for ofeach ~~1933,~~year asis ~~amended.~~based upon the following assumptions:

Year 1

Year 2

Year 3

Revenue Requirement Increase

$20.1 million

$7.7 million

$8.7 million2

Capital Structure

•50.0% long-term debt

•50.0% common equity

•50.0% long-term debt

•50.0% common equity

•50.0% long-term debt

•50.0% common equity

Return on Equity

9.5%

Cost of Long-Term Debt

4.806%

4.863%

4.936%

Overall Rate of Return

7.15%

7.18%

7.22%

Average Rate Base

$328.0 million1

$369.6 million

$410.7 million

1 Represents an increase of $80.7 million since the last rate case.

2 Includes approximately $3.5 million related to an updated depreciation study.

The Stipulation does not address NW Natural's line extension allowance policy, which is subject to the ongoing regulatory litigation process. The Stipulation is subject to the review and approval of the WUTC. For new rates to be effective, the WUTC must issue an order, which may approve or deny the terms of the Stipulation or be issued under the WUTC's own terms. NW Natural expects new rates to take effect on August 1, 2026.

Forward-Looking Statements

This ~~press release~~report, and other presentations made by NW Holdings or NW Natural from time to time, may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "anticipates," "assumes," “continues,” “could,” "intends," "plans," "seeks," "believes," "estimates," "expects," ~~"forecasts," "~~“will"” and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements regarding the following: plans, objectives, assumptions, ~~estimates,~~ expectations, ~~forecasts~~estimates, ~~outlooks,~~ timing, goals, strategies, commitments, expenses, future events, ~~financial positions, financial performance,~~ investments, ~~valuations, timing and amount of capital expenditures,~~ targeted capital structure, ~~risks,~~cost risk profile, stability, acquisitions and timing, approval, completion and integration thereof, the likelihood and success associated with any transaction, strategic fit, utility system, technology and infrastructure investments, expected timing of ~~notice to proceed, the initiation of construction, expected in service date and~~ capital ~~expenditure requirements for MX3~~, ~~system~~return ~~modernization,~~on ~~reliability and resiliency~~equity, ~~global, national and local economies, economic and GDP growth, customer and business growth, continued expansion of service territories,~~ rate base ~~growth~~, ~~customer~~effects ~~backlog,~~of ~~growth~~inflation ~~opportunities,~~or ~~customer~~interest ~~satisfaction ratings~~rates, ~~weather,~~depreciation ~~performance and service during weather events~~rates, ~~customer~~financial ~~rates or rate recovery and the timing and magnitude of potential rate changes and the potential outcome of rate cases~~results, ~~environmental~~financial ~~remediation cost recoveries~~position, ~~environmental~~revenue ~~initiatives~~requirement, ~~decarbonization and the role of natural gas and the gas delivery~~ system, ~~including decarbonization goals~~ and ~~timelines,~~infrastructure ~~energy efficiency measures~~reinforcement, ~~use~~expansion ofor ~~renewable sources~~reliability, ~~renewable natural gas purchases~~costs, ~~projects, investments and other renewable initiatives, and~~ timing, ~~magnitude and completion thereof, unregulated renewable natural gas strategy and initiatives, hydrogen projects~~ or investments and timing, magnitude, approvals and completion thereof, procurement of renewable natural gas or hydrogen for customers, technology and policy innovations, strategic goals and visions, water, wastewater and water services acquisitions, personnel additions, partnerships, investment strategy, regulatory strategy, and financial effects of water, wastewater and water services acquisitions, expected growth and safety benefits ~~of facility upgrade investments~~, ~~operating plans of third parties, financial targets, financial results, including estimated income, availability and sources of liquidity, capital markets, financing transactions, expenses, positions,~~ revenues, ~~returns, cost of capital, timing,~~ and earnings, ~~earnings guidance and estimated future growth rates~~performance, ~~credit ratings, debt and equity issuances and~~ timing, ~~future dividends~~outcome, ~~commodity~~potential ~~costs~~challenges ~~and sourcing~~to, ~~asset~~or ~~management~~effects ~~activities,~~of ~~regulatory~~rate ~~environment,~~cases ~~performance, timing, outcome,~~ or ~~effects~~other of regulatory proceedings, or mechanisms, or approvals, ~~rate~~or ~~case execution~~recoveries, regulatory prudence reviews, anticipated regulatory actions or filings, ~~accounting treatment of future events, economic~~ and political conditions, effects of legislation or changes in laws or regulations, impact of the current U.S. presidential administration and Congress, effects, extent, the imposition or announcement of tariffs or trade restrictions, inflation, geopolitical uncertainty and other statements that are other than statements of historical facts.

Forward-looking statements are based on our current expectations and assumptions regarding ~~its~~our business, the economy, ~~geopolitical factors,~~ and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual results may differ materially from those contemplated by the forward-looking statements. You are therefore cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future operational, economic or financial performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed by reference to the factors described in Part I, Item 1A "Risk Factors", and Part II, Item 7 and Item 7A "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosure about

on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future operational, economic or financial performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed by reference to the factors described in Part I, Item 1A "Risk Factors", and Part II, Item 7 and Item 7A "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosure about Market Risk" in the most recent Annual Report on Form 10-K and in Part I, Items 2 and 3 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures About Market Risk", and Part II, Item 1A, "Risk Factors", in the quarterly reports filed thereafter of NW Holdings or NW Natural, as applicable, which, among others, outline legal, regulatory and legislative risks, ~~financial,~~ macroeconomic and geopolitical risks, growth and strategic risks, operational risks, ~~business continuity~~ and ~~technology risks,~~ environmental risks ~~and risks related to our water and renewables businesses~~.

All forward-looking statements made in this report and all subsequent forward-looking statements, whether written or oral and whether made by or on behalf of NW Holdings or NW Natural, are expressly qualified by these cautionary statements. Any forward-looking statement speaks only as of the date on which such statement is made, and NW Holdings and NW Natural undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. New factors emerge from time to time and it is not possible to predict all such factors, nor can it assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index below.

EXHIBIT INDEX

Exhibit						Description
99.1						Press Release of Northwest Natural Holding Company issued February 27, 2026 (furnished and not filed).
104						Inline XBRL for the cover page of this Current Report on Form 8-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company and its subsidiaries.

		NORTHWEST NATURAL HOLDING COMPANY
		(Registrant)
Dated:	~~February~~March 2724, 2026	/s/ ~~Raymond~~Megan ~~Kaszuba~~H. ~~III~~Berge
		Senior Vice President and Chief Financial Officer
		Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
		NORTHWEST NATURAL GAS COMPANY
		(Registrant)
Dated:	~~February~~March 2724, 2026	/s/ ~~Raymond~~Megan ~~Kaszuba~~H. ~~III~~Berge
		Senior Vice President and Chief Financial Officer
		Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

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