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| LEI | 254900PSJL6ZEC8FR782 |
| CIK | 1733998 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Northwest Natural Holding Company
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| September 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 29, 2025 NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURAL GAS COMPANY (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its cha |
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| August 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2025 NORTHWEST NATURAL HOLDING COMPANY (Exact name of registrant as specified in its charter) Commission file number 1-38681 Oregon 82-4710680 (State or other jurisdiction |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 5, 2025 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) (Exact name of registrant as specified in its char |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURAL GAS |
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| August 5, 2025 |
Exhibit 99.1 For Immediate Release Aug. 5, 2025 NW Natural Holdings Reports Second Quarter 2025 Results Reaffirmed 2025 Adjusted EPS Guidance PORTLAND, ORE. — Northwest Natural Holding Company (NYSE: NWN) (NW Natural Holdings) reported financial results and highlights including: •Reported a net loss of $0.06 per share and adjusted net income of $0.01 per share1 for the second quarter of 2025, comp |
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| August 5, 2025 |
Amended and Restated Bylaws of Northwest Natural Gas Company EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF NORTHWEST NATURAL GAS COMPANY ARTICLE I. OFFICES Section 1. Office. The principal office of the company shall be located in the City of Portland, Oregon. The company also may have offices at such other places both within and without the State of Oregon as the board of directors from time to time may determine. Section 2. Registered Office. The registered |
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| August 5, 2025 |
EXHIBIT 10.1 NORTHWEST NATURAL GAS COMPANY DEFERRED COMPENSATION PLAN FOR DIRECTORS AND EXECUTIVES EFFECTIVE JANUARY 1, 2005 RESTATED EFFECTIVE AUGUST 1, 2025 TABLE OF CONTENTS Page 1 Purpose; Effective Date 1 2 Eligibility 1 3 Deferral Elections 1 4 Company Contributions for Executives 3 5 FICA Withholding on Executives 4 6 Accounts 4 7 Payment of Benefits 6 8 Supplemental Retirement Benefit 9 9 |
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| July 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 July 23, 2025 Date of Report (Date of earliest event reported) NORTHWEST NATURAL HOLDING COMPANY (Exact name of registrant as specified in its charter) Commission file number 1-38681 Oregon 82-4710680 (State or other jurisdiction of |
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| July 25, 2025 |
Amended and Restated Bylaws of Northwest Natural Holding Company. EXHIBIT 3.1 AMENDED AND RESTATED BYLAWS OF NORTHWEST NATURAL HOLDING COMPANY ARTICLE I. OFFICES Section 1. Office. The principal office of the company shall be located in the City of Portland, Oregon. The company also may have offices at such other places both within and without the State of Oregon as the board of directors from time to time may determine. Section 2. Registered Office. The registe |
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| July 3, 2025 |
NW Natural Holdings and NW Natural Announce New Board Members EXHIBIT 99.1 NW Natural Holdings and NW Natural Announce New Board Members New Directors Bring Extensive Leadership Experience from Industry-Leading Companies July 3, 2025 PORTLAND, Ore.-(BUSINESS WIRE)- NW Natural Holding Company’s (NYSE: NWN) board of directors has appointed Peter Bragdon as a new independent director effective July 12, 2025. Bragdon has also been appointed to the board of direc |
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| July 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 June 30, 2025 Date of Report (Date of earliest event reported) NORTHWEST NATURAL HOLDING COMPANY (Exact name of registrant as specified in its charter) Commission file number 1-38681 Oregon 82-4710680 (State or other jurisdiction of |
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| June 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-38681 A. Full title of the plan |
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| June 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 23, 2025 NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURAL GAS COMPANY (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its chart |
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| May 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 May 22, 2025 Date of Report (Date of earliest event reported) NORTHWEST NATURAL HOLDING COMPANY (Exact name of registrant as specified in its charter) Commission file number 1-38681 Oregon 82-4710680 (State or other jurisdiction of i |
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| May 27, 2025 |
10.1 NORTHWEST NATURAL HOLDING COMPANY LONG TERM INCENTIVE PLAN (as amended as of October 1, 2018, February 23, 2023 and February 22, 2024, and May 22, 2025) 1. Purpose. The purpose of this Long Term Incentive Plan (the “Plan”) is to enable Northwest Natural Holding Company (the “Company”) to attract and retain the services of selected employees, officers and directors of the Company or of any sub |
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| May 6, 2025 |
Exhibit 99.1 For Immediate Release May 6, 2025 NW Natural Holdings Reports Solid First Quarter 2025 Results Signed Agreement to Acquire Another Texas Gas Utility; Reaffirmed 2025 Adjusted EPS Guidance PORTLAND, ORE. — Northwest Natural Holding Company (NYSE: NWN) (NW Natural Holdings) reported financial results and highlights, including: •Reported earnings per share (EPS) of $2.18 and achieved adj |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 6, 2025 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) (Exact name of registrant as specified in its charter |
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| May 6, 2025 |
q12025earningsreleasepre NW Natural Holdings Q1 2025 Earnings Call May 6, 2025 Investor Information Company Information NW Natural Holdings 250 SW Taylor Street Portland, OR 97204 nwnaturalholdings. |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURAL GA |
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| April 10, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as pe |
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| March 18, 2025 |
The consent of Morgan, Lewis & Bockius LLP is included in its opinion filed as Exhibit 5(b). Exhibit 5(b) March 18, 2025 Northwest Natural Holding Company 250 S.W. Taylor Street Portland, Oregon 97204 Ladies and Gentlemen: We have acted as counsel for Northwest Natural Holding Company (the “Company”) in connection with the Registration Statement on Form S-3, as amended (Registration Statement No. 333-281437) (the “Registration Statement”), relating to $325,000,000 in aggregate principal a |
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| March 18, 2025 |
Exhibit 4(b) NORTHWEST NATURAL HOLDING COMPANY OFFICER’S CERTIFICATE Brody J. Wilson, the Vice President, Chief Accounting Officer, Treasurer and Controller of Northwest Natural Holding Company, an Oregon corporation (the “Company”), pursuant to the authority granted in the Board Resolutions of the Company dated February 27, 2025, and Sections 102, 201 and 301 of the Subordinated Indenture defined |
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| March 18, 2025 |
Exhibit 4(c) DESCRIPTION OF NORTHWEST NATURAL HOLDING COMPANY’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General The following is a summary of certain rights and privileges of the common stock of Northwest Natural Holding Company (NW Holdings), which is registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, and is traded on the New York Stock Exchange under the symbol “NWN”. |
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| March 18, 2025 |
The consent of MardiLyn Saathoff, Esquire is included in her opinion filed as Exhibit 5(a). Exhibit 5(a) March 18, 2025 Northwest Natural Holding Company 250 S.W. Taylor Street Portland, Oregon 97204 Ladies and Gentlemen: I am General Counsel, Chief Compliance Officer and Senior Vice President Regulatory of Northwest Natural Holding Company, an Oregon corporation (the “Company”), and in such capacity have acted as counsel for the Company in connection with the Registration Statement on F |
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| March 18, 2025 |
Indenture (For Unsecured Subordinated Debt Securities) dated as of March 1, 2025. DB1/ 154080392.9 NORTHWEST NATURAL HOLDING COMPANY TO U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION Trustee Indenture (For Unsecured Subordinated Debt Securities) Dated as of March 1, 2025 DB1/ 154080392.9 TABLE OF CONTENTS RECITAL OF THE COMPANY............................................................................................................... 1 ARTICLE ONE Definitions and Other Provis |
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| March 18, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 March 18, 2025 Date of Report (Date of earliest event reported) NORTHWEST NATURAL HOLDING COMPANY (Exact name of registrant as specified in its charter) Commission file number 1-38681 Oregon 82-4710680 (State or other jurisdiction of |
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| March 18, 2025 |
Execution Version NORTHWEST NATURAL HOLDING COMPANY $325,000,000 7.0% Junior Subordinated Debentures due 2055 UNDERWRITING AGREEMENT Dated: March 12, 2025 i TABLE OF CONTENTS Page SECTION 1. Representations and Warranties .................................................................................2 SECTION 2. Sale and Delivery to Underwriters; Closing ......................................... |
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| March 14, 2025 |
NORTHWEST NATURAL HOLDING COMPANY Junior Subordinated Debentures due September 15, 2055 Filed Pursuant to Rule 424(b)(5) Registration No. 333-281437 PROSPECTUS SUPPLEMENT (to Prospectus Dated August 9, 2024) NORTHWEST NATURAL HOLDING COMPANY $325,000,000 Junior Subordinated Debentures due September 15, 2055 Northwest Natural Holding Company (NW Holdings) is offering our Junior Subordinated Debentures due September 15, 2055 (Junior Subordinated Debentures). We will pay interest on the |
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| March 14, 2025 |
Exhibit 107 Calculation of Filing Fee Table S-3 (Form Type) Northwest Natural Holding Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid 1 Debt Junior Subordinated Debentures due September 15, 2055 457(r) $325,000,000 100. |
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| March 12, 2025 |
SUBJECT TO COMPLETION, DATED MARCH 12, 2025 424B3 Table of Contents This preliminary prospectus supplement and the accompanying prospectus relate to an effective registration statement under the Securities Act of 1933, as amended, but are not complete and may be changed. |
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| March 12, 2025 |
Filed Pursuant to Rule 433 Registration Statement No. 333-281437 Pricing Term Sheet Northwest Natural Holding Company $325,000,000 Junior Subordinated Debentures due September 15, 2055 (the “Junior Subordinated Debentures”) Final Terms and Conditions March 12, 2025 These final terms and conditions relate only to the Junior Subordinated Debentures and should be read together with Northwest Natural |
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| February 28, 2025 |
ex4tusbanknorthwestnatur Exhibit 4t EXECUTION VERSION TERM LOAN CREDIT AGREEMENT dated as of January 6, 2025 among NORTHWEST NATURAL HOLDING COMPANY, as Borrower The Lenders Party Hereto, and U. |
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| February 28, 2025 |
ex4s2024notepurchaseagre Exhibit 4s EXECUTION VERSION NORTHWEST NATURAL HOLDING COMPANY $90,000,000 5. |
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| February 28, 2025 |
Form of Performance Share Long Term Incentive Agreement under Long Term Incentive Plan (2025-2027). EXHIBIT 10x PERFORMANCE SHARE LONG TERM INCENTIVE AGREEMENT This Agreement is entered into as of February , 2025, between Northwest Natural Holding Company, an Oregon corporation (the “Company”), and (“Recipient”). |
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| February 28, 2025 |
Subsidiaries of Northwest Natural Holding Company. EXHIBIT 21 SUBSIDIARIES OF NORTHWEST NATURAL HOLDING COMPANY an Oregon Corporation Name of Subsidiary Jurisdiction Organized Northwest Natural Gas Company (dba NW Natural) Oregon Northwest Energy Corporation(1) Oregon NWN Gas Reserves LLC(1) Oregon NW Natural RNG Holding Company, LLC(1) Oregon Lexington Renewable Energy LLC(1) Delaware Dakota City Renewable Energy LLC(1) Delaware SiEnergy Operatin |
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| February 28, 2025 |
Exhibit 4v EXHIBIT A CONFORMED THROUGH AMENDMENT NO. 4 DATED DECEMBER 22, 2023 CREDIT AGREEMENT DATED AS OF DECEMBER 22, 2020 as amended by that certain Amendment No. 1 on March 23, 2021, as further amended by that certain Amendment No. 2 on July 13, 2021, as further amended by that certain Amendment No. 3 on July 11, 2022 and as further amended by that certain Amendment No. 4 on December 22, 2023 |
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| February 28, 2025 |
Executive Annual Incentive Plan, effective January 1, 2025. ex10mexecutiveannualince EXHIBIT 10m As amended effective February 22, 2024 NORTHWEST NATURAL GAS COMPANY EXECUTIVE ANNUAL INCENTIVE PLAN This amended Executive Annual Incentive Plan (the “Plan”) is executed by Northwest Natural Gas Company, an Oregon corporation (the “Company”), effective February 22, 2024. |
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| February 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 28, 2025 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) (Exact name of registrant as specified in its c |
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| February 28, 2025 |
Consent of PricewaterhouseCoopers LLP - NW Holdings. EXHIBIT 23a CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. |
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| February 28, 2025 |
Consent of PricewaterhouseCoopers LLP - NW Natural. EXHIBIT 23b CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. |
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| February 28, 2025 |
Northwest Natural Holding Company Inside Information and Trading Policies and Procedure EXHIBIT 19 Northwest Natural Holding Company Inside Information and Trading Policy Index No. |
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| February 28, 2025 |
Exhibit 99.1 For Immediate Release Feb. 28, 2025 NW Natural Holdings Reports Fourth Quarter and Full Year 2024 Results Initiated 2025 earnings guidance and reaffirmed long-term EPS growth rate target of 4-6% PORTLAND, ORE. — Northwest Natural Holding Company (NYSE: NWN) (NW Natural Holdings) reported financial results and highlights including: •Reported net income of $2.03 per share and achieved a |
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| February 28, 2025 |
ex4ujpmorgantermloancred Exhibit 4u EXECUTION VERSION 364-DAY TERM LOAN CREDIT AGREEMENT dated as of January 7, 2025 among NORTHWEST NATURAL HOLDING COMPANY, The Lenders Party Hereto JPMORGAN CHASE BANK, N. |
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| February 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-38681 Commission file number 1-159 |
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| February 28, 2025 |
Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2025). EXHIBIT 10aa RESTRICTED STOCK UNIT AWARD AGREEMENT This Agreement is entered into as of February , 2025, between Northwest Natural Holding Company, an Oregon corporation (the “Company”), and (“Recipient”). |
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| February 28, 2025 |
EXHIBIT 10o April 1, 2025 Justin B. Palfreyman *** *** Re: Amended and Restated Change in Control Severance Agreement Dear Justin: Northwest Natural Gas Company, an Oregon corporation (the “Company”), a wholly-owned subsidiary of Northwest Natural Holding Company, an Oregon corporation (“Parent”), considers the establishment and maintenance of a sound and vital management to be essential to protec |
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| February 28, 2025 |
NW Natural Holdings Q4 2024 Earnings Call February 28, 2025 Investor Information Company Information NW Natural Holdings 250 SW Taylor Street Portland, OR 97204 nwnaturalholdings. |
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| January 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) 01/09/2025 NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURAL GAS COMPANY (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter) |
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| January 10, 2025 |
Kim Rush named next president of NW Natural Gas Company EXHIBIT 99.1 Kim Rush named next president of NW Natural Gas Company Highly respected, longtime executive has served in multiple leadership roles during her 26 years with the company January 9, 2025 PORTLAND, Ore. - (Business Wire) - The Board of Directors of Northwest Natural Gas Company (NW Natural) has named longtime company executive Kim Rush to serve as president, effective April 1, 2025. NW |
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| January 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 January 7, 2025 Date of Report (Date of earliest event reported) NORTHWEST NATURAL HOLDING COMPANY (Exact name of registrant as specified in its charter) Commission file number 1-38681 Oregon 82-4710680 (State or other jurisdiction o |
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| January 8, 2025 |
NW Natural Holdings Completes Acquisition of SiEnergy EXHIBIT 99.1 FOR IMMEDIATE RELEASE: Jan. 8, 2025 NW Natural Holdings Completes Acquisition of SiEnergy Expands NWN’s presence in Texas with a rapidly growing gas utility PORTLAND, Ore. – Northwest Natural Holding Company (NYSE: NWN) (NW Natural Holdings) today announced the closing of its acquisition of SiEnergy Operating, LLC (SiEnergy or the Company) from SiEnergy Capital Partners, LLC (an affil |
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| January 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 January 6, 2025 Date of Report (Date of earliest event reported) NORTHWEST NATURAL HOLDING COMPANY (Exact name of registrant as specified in its charter) Commission file number 1-38681 Oregon 82-4710680 (State or other jurisdiction o |
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| December 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 30, 2024 NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURAL GAS COMPANY (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its c |
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| December 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2024 NORTHWEST NATURAL HOLDING COMPANY (Exact name of registrant as specified in its charter) Commission file number 1-38681 Oregon 82-4710680 (State or other jurisdictio |
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| November 18, 2024 |
NW Natural Holdings SiEnergy Acquisition November 19, 2024 Investor Information Company Information NW Natural Holdings 250 SW Taylor Street Portland, OR 97204 nwnaturalholdings. |
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| November 18, 2024 |
NW Natural Holdings to Acquire Rapidly Growing Gas Utility EXHIBIT 99.1 FOR IMMEDIATE RELEASE: Nov. 18, 2024 NW Natural Holdings to Acquire Rapidly Growing Gas Utility Acquisition expands NWN’s presence in Texas PORTLAND, Ore. – Northwest Natural Holding Company (NYSE: NWN) (NW Natural Holdings) today announced it entered into an agreement to acquire SiEnergy Operating, LLC (SiEnergy or the Company) from SiEnergy Capital Partners, LLC (an affiliate of Rid |
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| November 18, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 November 17, 2024 Date of Report (Date of earliest event reported) NORTHWEST NATURAL HOLDING COMPANY (Exact name of registrant as specified in its charter) Commission file number 1-38681 Oregon 82-4710680 (State or other jurisdiction |
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| November 12, 2024 |
Exhibit 99.1 For Immediate Release Nov. 12, 2024 NW Natural Holdings Reports Strong Third Quarter 2024 Results Reaffirmed 2024 guidance and long-term EPS growth rate target of 4-6% PORTLAND, ORE. — Northwest Natural Holding Company (NYSE: NWN) (NW Natural Holdings) reported financial results and highlights including: •Reported a net loss of $27.2 million ($0.71 per share) for the third quarter of |
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| November 12, 2024 |
EXHIBIT 10a July 22, 2024 Dear , This letter is to confirm our offer of employment for the position of Senior Vice President and Chief Financial Officer, with a starting salary of $525,000 annually and a start date to be mutually agreed upon, pursuant to NW Natural Board approval. |
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| November 12, 2024 |
EXHIBIT 10b SPECIAL RESTRICTED STOCK UNIT AWARD AGREEMENT This Agreement is entered into as of September 1, 2024, between Northwest Natural Holding Company, an Oregon corporation (the “Company”), and (“Recipient”). |
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| November 12, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 12, 2024 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) (Exact name of registrant as specified in its c |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURA |
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| November 12, 2024 |
EXHIBIT 10c SPECIAL RESTRICTED STOCK UNIT AWARD AGREEMENT This Agreement is entered into as of September 1, 2024, between Northwest Natural Holding Company, an Oregon corporation (the “Company”), and (“Recipient”). |
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| October 29, 2024 |
Regulation FD Disclosure, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 25, 2024 NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURAL GAS COMPANY (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its ch |
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| August 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 August 19, 2024 Date of Report (Date of earliest event reported) NORTHWEST NATURAL HOLDING COMPANY (Exact name of registrant as specified in its charter) Commission file number 1-38681 Oregon 82-4710680 (State or other jurisdiction o |
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| August 9, 2024 |
The consent of Morgan, Lewis & Bockius LLP is included in its opinion filed as Exhibit 5(b). EX-5.(b) Exhibit 5(b) August 9, 2024 Northwest Natural Holding Company 250 SW Taylor Street Portland, Oregon 97204 Ladies and Gentlemen: With respect to the Registration Statement No. 333-281437 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on August 9, 2024, by Northwest Natural Holding Company (the “Company”), relating to the offer and sale o |
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| August 9, 2024 |
The consent of MardiLyn Saathoff, Esquire is included in her opinion filed as Exhibit 5(a). EX-5.(a) Exhibit 5(a) August 9, 2024 Northwest Natural Holding Company Northwest Natural Gas Company 250 SW Taylor Street Portland, Oregon 97204 Ladies and Gentlemen: I am Senior Vice President, Regulation and General Counsel of Northwest Natural Holding Company, an Oregon corporation (“NW Holdings”), and Northwest Natural Gas Company, an Oregon corporation (“NW Natural” and, together with NW Hold |
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| August 9, 2024 |
Exhibit 107 Calculation of Filing Fee Table FORM S-3 (Form Type) Northwest Natural Holding Company Northwest Natural Gas Company (Exact Name of Registrants as Specified in their Charters) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum |
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| August 9, 2024 |
The consent of Morgan, Lewis & Bockius LLP is included in its opinion filed as Exhibit 5(b). EX-5.(b) Exhibit 5(b) August 9, 2024 Northwest Natural Holding Company Northwest Natural Gas Company 250 SW Taylor Street Portland, Oregon 97204 Ladies and Gentlemen: With respect to the joint Registration Statement on Form S-3 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) on or about the date hereof by Northwest Natural Holding Company ( |
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| August 9, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Northwest Natural Holding Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rules Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid 1 Equity Common Stock, no par value Rule 457(o) and Rule 457(r) $200,000,000 0. |
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| August 9, 2024 |
Consent of PricewaterhouseCoopers LLP—Northwest Natural Gas Company. EX-23.(b) Exhibit 23(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Northwest Natural Gas Company of our report dated February 23, 2024 relating to the financial statements, and financial statement schedule, which appears in Northwest Natural Gas Company’s Annual Report on Form 10-K for t |
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| August 9, 2024 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 2024 Table of Contents AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 2024 Registration Nos. |
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| August 9, 2024 |
$200,000,000 NORTHWEST NATURAL HOLDING COMPANY Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-281437 PROSPECTUS SUPPLEMENT (to Prospectus Dated August 9, 2024) $200,000,000 NORTHWEST NATURAL HOLDING COMPANY Common Stock We may issue, offer and sell shares of our common stock, having an aggregate sales price of up to $200,000,000 over a period of time and from time to time through Wells Fargo Securities, LLC, or “Wells Fargo,” J.P. Morga |
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| August 9, 2024 |
Exhibit 25(a) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee as specif |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 9, 2024 NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURAL GAS COMPANY (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its char |
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| August 9, 2024 |
NW Natural Holdings Names Raymond Kaszuba Chief Financial Officer Exhibit 99.1 NW Natural Holdings Names Raymond Kaszuba Chief Financial Officer PORTLAND, Ore., August 9, 2024 – Northwest Natural Holding Company, (NYSE:NWN) (NW Natural Holdings), has hired Raymond (Ray) Kaszuba to serve as the company’s senior vice president and chief financial officer effective August 31, 2024. Ray comes to NW Natural Holdings from AmeriGas, the United States’ largest propane d |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 9, 2024 Date of Report (Date of earliest event reported) August 9, 2024 NORTHWEST NATURAL HOLDING COMPANY (Exact name of registrant as specified in its charter) Commission File No. 1-38681 Oregon 82-4710680 (State or other jur |
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| August 9, 2024 |
Exhibit 25(b) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee as specif |
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| August 9, 2024 |
The consent of MardiLyn Saathoff, Esquire is included in her opinion filed as Exhibit 5(a). EX-5.(a) Exhibit 5(a) August 9, 2024 Northwest Natural Holding Company 250 SW Taylor Street Portland, Oregon 97204 Ladies and Gentlemen: With respect to the Registration Statement No. 333-281437 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on August 9, 2024, by Northwest Natural Holding Company (the “Company”), relating to the offer and sale o |
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| August 9, 2024 |
Consent of PricewaterhouseCoopers LLP—Northwest Natural Holding Company. EX-23.(a) Exhibit 23(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Northwest Natural Holding Company of our report dated February 23, 2024 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears |
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| August 2, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 2, 2024 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) (Exact name of registrant as specified in its char |
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| August 2, 2024 |
Amended and Restated Bylaws of Northwest Natural Gas Company. Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF NORTHWEST NATURAL GAS COMPANY ARTICLE I. OFFICES Section 1. Office. The principal office of the company shall be located in the City of Portland, Oregon. The company also may have offices at such other places both within and without the State of Oregon as the board of directors from time to time may determine. Section 2. Registered Office. The registered |
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| August 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURAL GAS |
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| August 2, 2024 |
Supplemental Indenture No. 27 to the Mortgage and Deed of Trust, dated as of July 1, 2024. Exhibit 4 ===================================================================== NORTHWEST NATURAL GAS COMPANY TO DEUTSCHE BANK TRUST COMPANY AMERICAS (FORMERLY KNOWN AS BANKERS TRUST COMPANY), As Corporate Trustee under the Mortgage and Deed of Trust, dated as of July 1, 1946, of Portland Gas & Coke Company (now Northwest Natural Gas Company) TWENTY-SEVENTH SUPPLEMENTAL INDENTURE PROVIDING, AMONG |
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| August 2, 2024 |
Exhibit 99.1 For Immediate Release August 2, 2024 NW Natural Holdings Reports Second Quarter 2024 Results PORTLAND, ORE. — Northwest Natural Holding Company, (NYSE: NWN) (NW Natural Holdings), reported financial results and highlights including: •Reported a net loss of $2.8 million ($0.07 per share) for the second quarter of 2024, compared to net income of $1.2 million ($0.03 per share) for the sa |
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| July 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 24, 2024 NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURAL GAS COMPANY (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its chart |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-38681 A. Full title of the plan |
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| May 29, 2024 |
Amended and Restated Bylaws of Northwest Natural Holding Company. EXHIBIT 3.1 AMENDED AND RESTATED BYLAWS OF NORTHWEST NATURAL HOLDING COMPANY ARTICLE I. OFFICES Section 1. Office. The principal office of the company shall be located in the City of Portland, Oregon. The company also may have offices at such other places both within and without the State of Oregon as the board of directors from time to time may determine. Section 2. Registered Office. The registe |
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| May 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 May 23, 2024 Date of Report (Date of earliest event reported) NORTHWEST NATURAL HOLDING COMPANY (Exact name of registrant as specified in its charter) Commission file number 1-38681 Oregon 82-4710680 (State or other jurisdiction of i |
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| May 23, 2024 |
NW Natural Holdings and NW Natural CEO David H. Anderson Announces Retirement EXHIBIT 99.1 NW Natural Holdings and NW Natural CEO David H. Anderson Announces Retirement Board of Directors Announces CEO Succession Plan PORTLAND, OR - (Business Wire) - 05/23/24 - NW Natural Holding Company (NYSE: NWN) (NW Natural Holdings) and NW Natural Gas Company (NW Natural) chief executive officer (CEO) David H. Anderson announced today his intent to retire on April 1, 2025. The Board of |
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| May 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 23, 2024 NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURAL GAS COMPANY (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charte |
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| May 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURAL GA |
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| May 6, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 6, 2024 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) (Exact name of registrant as specified in its charter |
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| May 6, 2024 |
Exhibit 99.1 For Immediate Release May 6, 2024 NW Natural Holdings Reports First Quarter 2024 Results PORTLAND, ORE. — Northwest Natural Holding Company, (NYSE: NWN) (NW Natural Holdings), reported financial results and highlights including: •Reported net income of $63.8 million ($1.69 per share) for the first quarter of 2024, compared to net income of $71.7 million ($2.01 per share) for the same |
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| April 11, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as pe |
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| February 23, 2024 |
Form of Performance Share Long Term Incentive Agreement under Long Term Incentive Plan (2024-2026). Exhibit 10x PERFORMANCE SHARE LONG TERM INCENTIVE AGREEMENT This Agreement is entered into as of February , 2024, between Northwest Natural Holding Company, an Oregon corporation (the “Company”), and (“Recipient”). |
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| February 23, 2024 |
Consent of PricewaterhouseCoopers LLP - NW Holdings. EXHIBIT 23a CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. |
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| February 23, 2024 |
Exhibit 99.1 For Immediate Release Feb. 23, 2024 NW Natural Holdings Reports Fourth Quarter and Full Year 2023 Results Initiated 2024 earnings guidance and reaffirmed long-term EPS growth rate target of 4-6% PORTLAND, ORE. — Northwest Natural Holding Company, (NYSE: NWN) (NW Natural Holdings), reported financial results and highlights including: •Reported net income of $93.9 million (or $2.59 per |
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| February 23, 2024 |
Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2024). Exhibit 10bb RESTRICTED STOCK UNIT AWARD AGREEMENT This Agreement is entered into as of February , 2024, between Northwest Natural Holding Company, an Oregon corporation (the “Company”), and (“Recipient”). |
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| February 23, 2024 |
Subsidiaries of Northwest Natural Holding Company. EXHIBIT 21 SUBSIDIARIES OF NORTHWEST NATURAL HOLDING COMPANY an Oregon Corporation Name of Subsidiary Jurisdiction Organized Northwest Natural Gas Company (dba NW Natural) Oregon Northwest Energy Corporation(1) Oregon NWN Gas Reserves LLC(1) Oregon NW Natural RNG Holding Company, LLC(1) Oregon Lexington Renewable Energy LLC(1) Delaware Dakota City Renewable Energy LLC(1) Delaware NW Natural Energy |
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| February 23, 2024 |
Executive Annual Incentive Plan, effective February 22, 2024. Exhibit 10m As amended effective February 22, 2024 NORTHWEST NATURAL GAS COMPANY EXECUTIVE ANNUAL INCENTIVE PLAN This amended Executive Annual Incentive Plan (the “Plan”) is executed by Northwest Natural Gas Company, an Oregon corporation (the “Company”), effective February 22, 2024. |
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| February 23, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 23, 2024 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) (Exact name of registrant as specified in its c |
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| February 23, 2024 |
Exhibit 10gg AMENDMENT OF AWARD AGREEMENTS February 22, 2024 The undersigned is party to one or more Restricted Stock Award Agreements (each, an “RSU Agreement”) and/or Performance Share Long Term Incentive Agreements (each, a “Performance Share Agreement”) with Northwest Natural Holding Company (the “Company”) with unvested awards thereunder (collectively, the “Agreements”). |
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| February 23, 2024 |
Consent of PricewaterhouseCoopers LLP - NW Natural. EXHIBIT 23b CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. |
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| February 23, 2024 |
Exhibit 10s NORTHWEST NATURAL HOLDING COMPANY LONG TERM INCENTIVE PLAN (as amended as of October 1, 2018, February 23, 2023 and February 22, 2024) 1. |
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| February 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-38681 Commission file number 1-159 |
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| February 23, 2024 |
EXECUTION VERSION UNCOMMITTED LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT dated as of January 5, 2024 among NORTHWEST NATURAL GAS COMPANY, The Lenders Party Hereto CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH as Administrative Agent TABLE OF CONTENTS Page i 120852864. |
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| February 23, 2024 |
Northwest Natural Holding Company Compensation Recovery Policy, effective as of December 1, 2023. Exhibit 97 NORTHWEST NATURAL HOLDING COMPANY COMPENSATION RECOVERY POLICY Adopted as of December 1, 2023 Northwest Natural Holding Company, an Oregon corporation, and each of its subsidiaries listed on Exhibit A, collectively (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. |
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| February 23, 2024 |
Exhibit 4q Execution Version Northwest Natural Holding Company $100,000,000 5.78% Senior Notes, Series A, due March 7, 2028 $50,000,000 5.84% Senior Notes, Series B, due March 7, 2029 Note Purchase Agreement Dated December 14, 2023 Table of Contents SECTION HEADING PAGE Section 1. Authorization of Notes 1 Section 2. Sale and Purchase of Notes 1 Section 3. Closing 2 Section 4. Conditions to Closing |
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| February 13, 2024 |
TCF Financial Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01569-northwestnaturalhold.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Northwest Natural Holding Co Title of Class of Securities: Common Stock CUSIP Number: 66765N105 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate b |
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| January 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 5, 2024 NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURAL GAS COMPANY (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its cha |
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| December 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 29, 2023 NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURAL GAS COMPANY (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its c |
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| December 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2023 NORTHWEST NATURAL HOLDING COMPANY (Exact name of registrant as specified in its charter) Commission file number 1-38681 Oregon 82-4710680 (State or other jurisdictio |
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| November 6, 2023 |
Exhibit 107.1 CALCULATION OF REGISTRATION FEE FORM S-8 (Form Type) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NORTHWEST NATURAL HOLDING COMPANY (Exact Name of Registrant as Specified in Its Charter) Table 1: Newly Registered Securities Security Type Security Class Title (1) Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offeri |
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| November 6, 2023 |
As filed with the Securities and Exchange Commission on November 6, 2023 As filed with the Securities and Exchange Commission on November 6, 2023 Registration No. |
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| November 6, 2023 |
Exhibit 107.1 CALCULATION OF REGISTRATION FEE FORM S-8 (Form Type) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NORTHWEST NATURAL HOLDING COMPANY (Exact Name of Registrant as Specified in Its Charter) Table 1: Newly Registered Securities Security Type Security Class Title (1) Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offeri |
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| November 6, 2023 |
As filed with the Securities and Exchange Commission on November 6, 2023 As filed with the Securities and Exchange Commission on November 6, 2023 Registration No. |
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| November 3, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 3, 2023 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) (Exact name of registrant as specified in its ch |
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| November 3, 2023 |
EXHIBIT 10.1 AMENDED AND RESTATED INDEMNITY AGREEMENT THIS AGREEMENT is made as of , by and between Northwest Natural Gas Company, an Oregon corporation (the “Company”) and a wholly-owned subsidiary of Northwest Natural Holding Company (“Parent”), and (“Indemnitee”), a director or officer of the Company. RECITALS A. It is essential to the Company to retain and attract as directors and officers the |
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| November 3, 2023 |
Exhibit 99.1 For Immediate Release November 3, 2023 NW Natural Holdings Reports Third Quarter 2023 Results PORTLAND, ORE. — Northwest Natural Holding Company, (NYSE: NWN) (NW Natural Holdings), reported financial results and highlights including: •Reported a net loss of $23.7 million ($0.65 per share) for the third quarter of 2023, compared to a net loss of $19.6 million ($0.56 per share) for the |
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| November 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURA |
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| November 3, 2023 |
EXHIBIT 10.2 AMENDED AND RESTATED INDEMNITY AGREEMENT THIS AGREEMENT is made as of , by and between Northwest Natural Holding Company, an Oregon corporation (the “Company”), as successor in interest to Northwest Natural Gas Company, and (“Indemnitee”), a director or officer of the Company. RECITALS A. It is essential to the Company to retain and attract as directors and officers the most capable p |
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| October 18, 2023 |
Explanatory Note This Annual Report on Form 11-K for the fiscal year ended December 31, 2022, with respect to the Northwest Natural Gas Company Retirement K Savings Plan was inadvertently filed under the Commission file number for Northwest Natural Holding Company’s subsidiary Northwest Natural Gas Company on June 29, 2023, and is being refiled under the Commission file number for Northwest Natural Holding Company. |
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| August 7, 2023 |
Exhibit 4.1 ===================================================================== NORTHWEST NATURAL GAS COMPANY TO DEUTSCHE BANK TRUST COMPANY AMERICAS (FORMERLY KNOWN AS BANKERS TRUST COMPANY), As Corporate Trustee under the Mortgage and Deed of Trust, dated as of July 1, 1946, of Portland Gas & Coke Company (now Northwest Natural Gas Company) TWENTY-SIXTH SUPPLEMENTAL INDENTURE PROVIDING, AMONG |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 4, 2023 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) (Exact name of registrant as specified in its char |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURAL GAS |
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| August 3, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 3, 2023 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) (Exact name of registrant as specified in its char |
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| August 3, 2023 |
Exhibit 99.1 For Immediate Release August 3, 2023 NW Natural Holdings Reports Second Quarter 2023 Results PORTLAND, ORE. — Northwest Natural Holding Company, (NYSE: NWN) (NW Natural Holdings), reported financial results and highlights including: •Reported net income of $1.2 million ($0.03 per share) for the second quarter of 2023, compared to earnings of $1.7 million ($0.05 per share) for the same |
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| July 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 24, 2023 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) (Exact name of registrant as specified in its chart |
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| June 1, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 25, 2023 Date of Report (Date of earliest event reported) NORTHWEST NATURAL HOLDING COMPANY (Exact name of registrant as specified in its charter) Commission file number 1-38681 Oregon 82-4710680 (State or other jurisdiction of i |
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| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 25, 2023 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) (Exact name of registrant as specified in its charte |
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| May 26, 2023 |
NW Natural Holdings and NW Natural Directors Name Justin B. Palfreyman President and EXHIBIT 99.1 NW Natural Holdings and NW Natural Directors Name Justin B. Palfreyman President and Approve Senior Management Promotions PORTLAND, OR - (Business Wire) - 05/26/23 - The Boards of Directors of NW Natural Holding Company (NYSE: NWN) (NW Natural Holdings) and NW Natural Gas Company (NW Natural), announced they have approved a number of senior management promotions effective May 25, 2023 |
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| May 4, 2023 |
Exhibit 99.1 For Immediate Release May 4, 2023 NW Natural Holdings Reports First Quarter 2023 Results PORTLAND, ORE. — Northwest Natural Holding Company, (NYSE: NWN) (NW Natural Holdings), reported financial results and highlights including: •Reported net income of $71.7 million ($2.01 per share) for the first three months of 2023, compared to earnings of $56.2 million ($1.80 per share) for the sa |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 4, 2023 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) (Exact name of registrant as specified in its charter |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURAL GA |
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| April 13, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropr iate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitt |
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| February 24, 2023 |
Form of Performance Share Long Term Incentive Agreement under Long Term Incentive Plan (2023-2025). Exhibit 10x PERFORMANCE SHARE LONG TERM INCENTIVE AGREEMENT This Agreement is entered into as of February , 2023, between Northwest Natural Holding Company, an Oregon corporation (the “Company”), and (“Recipient”). |
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| February 24, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 24, 2023 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) (Exact name of registrant as specified in its c |
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| February 24, 2023 |
Exhibit 99.1 For Immediate Release Feb. 24, 2023 NW Natural Holdings Reports Fourth Quarter and Full Year 2022 Results Initiated 2023 earnings guidance and reaffirmed long-term EPS growth rate target PORTLAND, ORE. — Northwest Natural Holding Company, (NYSE: NWN) (NW Natural Holdings), reported financial results and highlights including: •Reported net income of $86.3 million (or $2.54 per share) f |
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| February 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-38681 Commission file number 1-159 |
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| February 24, 2023 |
Exhibit 4j EXHIBIT A CONFORMED THROUGH AMENDMENT NO. 1 DATED JANUARY 20, 2023 EXECUTION VERSION AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 3, 2021 among NORTHWEST NATURAL GAS COMPANY, The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent BANK OF AMERICA, N.A., U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents J. |
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| February 24, 2023 |
Exhibit 4i EXHIBIT A CONFORMED THROUGH AMENDMENT NO. 1 DATED JANUARY 1, 2023 EXECUTION VERSION AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 3, 2021 among NORTHWEST NATURAL HOLDING COMPANY, The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent BANK OF AMERICA, N.A., U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents |
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| February 24, 2023 |
Consent of PricewaterhouseCoopers LLP - NW Natural. EXHIBIT 23b CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. |
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| February 24, 2023 |
Executive Annual Incentive Plan, effective Exhibit 10m As amended effective February 23, 2023 NORTHWEST NATURAL GAS COMPANY EXECUTIVE ANNUAL INCENTIVE PLAN This amended Executive Annual Incentive Plan (the “Plan”) is executed by Northwest Natural Gas Company, an Oregon corporation (the “Company”), effective February 23, 2023. |
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| February 24, 2023 |
Exhibit 10o February 23, 2023 [Name] [Address] [City, State Zip] Re: Amended and Restated Change in Control Severance Agreement Dear [Name]: Northwest Natural Gas Company, an Oregon corporation (the “Company”), a wholly-owned subsidiary of Northwest Natural Holding Company, an Oregon corporation (“Parent”), considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company. |
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| February 24, 2023 |
Exhibit 10w AMENDMENT TO PERFORMANCE SHARE LONG TERM INCENTIVE AGREEMENT The Performance Share Long Term Incentive Agreement between Northwest Natural Holding Company, an Oregon corporation (the “Company”), and (“Recipient”) dated February , 202 (the “Agreement”) is hereby amended by this amendment (the “Amendment”) as follows: 1. |
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| February 24, 2023 |
Exhibit 10p February 23, 2023 [Name] [Address] [City, State Zip] Re: Amended and Restated Change in Control Severance Agreement Dear [Name]: Northwest Natural Gas Company, an Oregon corporation (the “Company”), a wholly-owned subsidiary of Northwest Natural Holding Company, an Oregon corporation (“Parent”), considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company. |
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| February 24, 2023 |
Exhibit 10bb RESTRICTED STOCK UNIT AWARD AGREEMENT This Agreement is entered into as of February , 2023, between Northwest Natural Holding Company, an Oregon corporation (the “Company”), and (“Recipient”). |
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| February 24, 2023 |
Subsidiaries of Northwest Natural Holding Company. EXHIBIT 21 SUBSIDIARIES OF NORTHWEST NATURAL HOLDING COMPANY an Oregon Corporation Name of Subsidiary Jurisdiction Organized Northwest Natural Gas Company (dba NW Natural) Oregon Northwest Energy Corporation(1) Oregon NWN Gas Reserves LLC(1) Oregon NW Natural RNG Holding Company, LLC(1) Oregon Lexington Renewable Energy LLC(1) Delaware Dakota City Renewable Energy LLC(1) Delaware NW Natural Energy |
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| February 24, 2023 |
Exhibit 10s NORTHWEST NATURAL HOLDING COMPANY LONG TERM INCENTIVE PLAN (as amended as of October 1, 2018 and February 23, 2023) 1. |
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| February 24, 2023 |
Consent of PricewaterhouseCoopers LLP - NW Holdings. EXHIBIT 23a CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. |
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| February 9, 2023 |
TCF Financial Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Northwest Natural Holding Co. Title of Class of Securities: Common Stock CUSIP Number: 66765N105 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule i |
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| January 6, 2023 |
Exhibit 4.1 ===================================================================== NORTHWEST NATURAL GAS COMPANY TO DEUTSCHE BANK TRUST COMPANY AMERICAS (FORMERLY KNOWN AS BANKERS TRUST COMPANY), As Corporate Trustee under the Mortgage and Deed of Trust, dated as of July 1, 1946, of Portland Gas & Coke Company (now Northwest Natural Gas Company) TWENTY-FIFTH SUPPLEMENTAL INDENTURE PROVIDING, AMONG |
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| January 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 6, 2023 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) (Exact name of registrant as specified in its cha |
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| December 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 13, 2022 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) (Exact name of registrant as specified in its c |
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| November 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 8, 2022 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) (Exact name of registrant as specified in its ch |
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| November 8, 2022 |
Exhibit 99.1 For Immediate Release Nov. 8, 2022 NW Natural Holdings Reports Third Quarter 2022 Results PORTLAND, ORE. ? Northwest Natural Holding Company, (NYSE: NWN) (NW Natural Holdings), reported financial results and highlights including: ?Reported a net loss of $19.6 million ($0.56 per share) for the third quarter of 2022, compared to a net loss of $20.7 million ($0.67 per share) for the same |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURA |
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| October 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 24, 2022 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) (Exact name of registrant as specified in its ch |
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| October 6, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 5, 2022 Date of Report (Date of earliest event reported) NORTHWEST NATURAL HOLDING COMPANY (Exact name of registrant as specified in its charter) Commission file number 1-38681 Oregon 82-4710680 (State or other jurisdiction o |
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| October 6, 2022 |
EXHIBIT 99.1 For Immediate Release October 5, 2022 NW Natural Water Closes Acquisition of Far West?s Water and Wastewater Utilities PORTLAND, Ore., Oct. 5, 2022 ? NW Natural Water Company, LLC (NW Natural Water), a wholly-owned subsidiary of Northwest Natural Holding Company (NYSE:NWN) (NW Natural Holdings), has completed the acquisition of the water and wastewater utilities of Far West Water & Se |
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| September 30, 2022 |
EXHIBIT 4.1 ===================================================================== NORTHWEST NATURAL GAS COMPANY TO DEUTSCHE BANK TRUST COMPANY AMERICAS (FORMERLY KNOWN AS BANKERS TRUST COMPANY), As Corporate Trustee under the Mortgage and Deed of Trust, dated as of July 1, 1946, of Portland Gas & Coke Company (now Northwest Natural Gas Company) TWENTY-FOURTH SUPPLEMENTAL INDENTURE PROVIDING, AMONG |
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| September 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 30, 2022 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) (Exact name of registrant as specified in its |
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| September 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 15, 2022 Date of Report (Date of earliest event reported) NORTHWEST NATURAL HOLDING COMPANY (Exact name of registrant as specified in its charter) Commission file number 1-38681 Oregon 82-4710680 (State or other jurisdictio |
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| September 21, 2022 |
EXHIBIT 4.2 EXECUTION VERSION Deal CUSIP 62974LAA3 Facility CUSIP 62974LAB1 CREDIT AGREEMENT dated as of September 15, 2022 among NW NATURAL WATER COMPANY, LLC, as Borrower NORTHWEST NATURAL HOLDING COMPANY, as Guarantor The Lenders Party Hereto U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent U.S. BANK NATIONAL ASSOCIATION, as Bookrunner and Lead Arranger TABLE OF CONTENTS Page ARTICLE I D |
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| September 21, 2022 |
EXHIBIT 4.1 EXECUTION VERSION Deal CUSIP 66765PAC4 Facility CUSIP 66765PAD2 CREDIT AGREEMENT dated as of September 15, 2022 among NORTHWEST NATURAL HOLDING COMPANY, as Borrower The Lenders Party Hereto U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent U.S. BANK NATIONAL ASSOCIATION, as Bookrunner and Lead Arranger TABLE OF CONTENTS Page ARTICLE I Definitions 1 SECTION 1.01 Defined Terms 1 SE |
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| August 4, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Northwest Natural Holding Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock(3) 457(a) 200,000 $53. |
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| August 4, 2022 |
Exhibit 99.1 For Immediate Release August 4, 2022 NW Natural Holdings Reports Second Quarter 2022 Results PORTLAND, ORE. ? Northwest Natural Holding Company, (NYSE: NWN) (NW Natural Holdings), reported financial results and highlights including: ?Reported net income of $1.7 million ($0.05 per share) for the second quarter of 2022, compared to a net loss of $0.7 million ($0.02 per share) for the sa |
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| August 4, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 4, 2022 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) (Exact name of registrant as specified in its char |
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| August 4, 2022 |
EXHIBIT 3.1 AMENDED AND RESTATED BYLAWS OF NORTHWEST NATURAL HOLDING COMPANY ARTICLE I. OFFICES Section 1. Office. The principal office of the company shall be located in the City of Portland, Oregon. The company also may have offices at such other places both within and without the State of Oregon as the board of directors from time to time may determine. Section 2. Registered Office. The registe |
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| August 4, 2022 |
EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF NORTHWEST NATURAL GAS COMPANY ARTICLE I. OFFICES Section 1. Office. The principal office of the company shall be located in the City of Portland, Oregon. The company also may have offices at such other places both within and without the State of Oregon as the board of directors from time to time may determine. Section 2. Registered Office. The registered |
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| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURAL GAS |
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| August 4, 2022 |
As filed with the Securities and Exchange Commission on August 4, 2022 As filed with the Securities and Exchange Commission on August 4, 2022 Registration No. |
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| July 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 15, 2022 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) (Exact name of registrant as specified in its chart |
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| June 24, 2022 |
11-K 1 form11-k2021.htm 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| June 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 31, 2022 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) (Exact name of registrant as specified in its charte |
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| May 26, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 23, 2022 Date of Report (Date of earliest event reported) NORTHWEST NATURAL HOLDING COMPANY (Exact name of registrant as specified in its charter) Commission file number 1-38681 Oregon 82-4710680 (State or other jurisdiction of i |
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| May 4, 2022 |
Exhibit 99.1 For Immediate Release May 4, 2022 NW Natural Holdings Reports First Quarter 2022 Results PORTLAND, ORE. ? Northwest Natural Holding Company, (NYSE: NWN) (NW Natural Holdings), reported financial results and highlights including: ?Earned net income of $1.80 per share for the first quarter of 2022, compared to net income of $1.94 per share for the same period in 2021. The first quarter |
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| May 4, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 4, 2022 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) (Exact name of registrant as specified in its charter |
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| May 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURAL GA |
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| April 14, 2022 |
DEF 14A 1 d233943ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Us |
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| April 1, 2022 |
The consent of Morgan, Lewis & Bockius LLP is included in its opinion filed as Exhibit 5(b). Exhibit 5(b) April 1, 2022 Northwest Natural Holding Company 250 S.W. Taylor Street Portland, Oregon 97204 Ladies and Gentlemen: With respect to the Registration Statement No. 333-258792 (the ?Registration Statement?) filed with the Securities and Exchange Commission (the ?Commission?) on August 13, 2021 by Northwest Natural Holding Company (the ?Company?), we have reviewed such documents and reco |
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| April 1, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 1, 2022 Date of Report (Date of earliest event reported) NORTHWEST NATURAL HOLDING COMPANY (Exact name of registrant as specified in its charter) Commission file number 1-38681 Oregon 82-4710680 (State or other jurisdiction of |
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| April 1, 2022 |
The consent of MardiLyn Saathoff, Esquire is included in her opinion filed as Exhibit 5(a). Exhibit 5(a) April 1, 2022 Northwest Natural Holding Company 250 S.W. Taylor Street Portland, Oregon 97204 Ladies and Gentlemen: With respect to the Registration Statement No. 333-258792 (the ?Registration Statement?) filed with the Securities and Exchange Commission (the ?Commission?) on August 13, 2021 by Northwest Natural Holding Company (the ?Company?), I have reviewed such documents and recor |
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| April 1, 2022 |
EX-1.1 2 exhibit11.htm EX-1.1 Exhibit 1.1 Execution Version NORTHWEST NATURAL HOLDING COMPANY 2,500,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: March 29, 2022 TABLE OF CONTENTS Page SECTION 1. Representations and Warranties 2 SECTION 2. Sale and Delivery to Underwriters; Closing 16 SECTION 3. Covenants of the Company 17 SECTION 4. Payment of Expenses 21 SECTION 5. Conditions of Underw |
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| March 30, 2022 |
Exhibit 107 EX-FILING FEES Calculation of Filing Fee Table 424(b)(2) (Form Type) Northwest Natural Holding Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, no par value Rule 457(r) 2,875,000(1) $50. |
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| March 30, 2022 |
2,500,000 Shares NORTHWEST NATURAL HOLDING COMPANY Common Stock Table of Contents Filed pursuant to Rule 424(b)(2) Registration No. 333-258792 PROSPECTUS SUPPLEMENT (to Prospectus Dated August 13, 2021) 2,500,000 Shares NORTHWEST NATURAL HOLDING COMPANY Common Stock Northwest Natural Holding Company (NW Holdings) is offering 2,500,000 shares of its common stock. Our common stock is listed and trades on the New York Stock Exchange, or the ?NYSE,? under the symb |
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| March 29, 2022 |
SUBJECT TO COMPLETION, DATED MARCH 29, 2022 424B5 1 d337747d424b5.htm 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-258792 This preliminary prospectus supplement and the accompanying prospectus relate to an effective registration statement under the Securities Act of 1933, as amended, but are not complete and may be changed. SUBJECT TO COMPLETION, DATED MARCH 29, 2022 PRELIMINARY PROSPECTUS SUPPLEMENT (to Pro |
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| February 25, 2022 |
Exhibit 10z RESTRICTED STOCK UNIT AWARD AGREEMENT This Agreement is entered into as of February , 2022, between Northwest Natural Holding Company, an Oregon corporation (the ?Company?), and (?Recipient?). |
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| February 25, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 25, 2022 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) (Exact name of registrant as specified in its c |
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| February 25, 2022 |
Exhibit 99.1 For Immediate Release Feb. 25, 2022 NW Natural Holdings Reports Fourth Quarter and Full Year 2021 Results Initiates 2022 earnings guidance and increases long-term EPS growth rate target PORTLAND, ORE. ? Northwest Natural Holding Company, (NYSE: NWN) (NW Natural Holdings), reported financial results and highlights including: ?Reported net income of $2.56 per share for 2021, an increase |
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| February 25, 2022 |
Annual Incentive Plan for NW Natural Gas Storage, LLC, as amended effective January 1, 2022 Exhibit 10II ANNUAL INCENTIVE PLAN NW Natural Gas Storage LLC (?company?, or ?the company?) PURPOSE The purpose of the Annual Incentive Plan (AIP) is to recognize and reward Non-Bargaining Unit (NBU) employees who have performed well and contributed to successful company performance as measured by key performance indicators. |
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| February 25, 2022 |
Amended and Restated Bylaws of Northwest Natural Holding Company. Exhibit 3c AMENDED AND RESTATED BYLAWS OF NORTHWEST NATURAL HOLDING COMPANY ARTICLE I. |
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| February 25, 2022 |
Amended and Restated Bylaws of Northwest Natural Gas Company. Exhibit 3d AMENDED AND RESTATED BYLAWS OF NORTHWEST NATURAL GAS COMPANY ARTICLE I. |
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| February 25, 2022 |
Consent of PricewaterhouseCoopers LLP - NW Natural. EXHIBIT 23b CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. |
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| February 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-38681 Commission file number 1-159 |
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| February 25, 2022 |
Consent of PricewaterhouseCoopers LLP - NW Holdings. EXHIBIT 23a CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. |
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| February 25, 2022 |
Exhibit 10o As amended effective October 1, 2018 NORTHWEST NATURAL GAS COMPANY EXECUTIVE ANNUAL INCENTIVE PLAN This amended Executive Annual Incentive Plan (the ?Plan?) is executed by Northwest Natural Gas Company, an Oregon corporation (the ?Company?), effective October 1, 2018. |
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| February 25, 2022 |
Exhibit 10w PERFORMANCE SHARE LONG TERM INCENTIVE AGREEMENT This Agreement is entered into as of February , 2022, between Northwest Natural Holding Company, an Oregon corporation (the ?Company?), and (?Recipient?). |
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| February 25, 2022 |
Subsidiaries of Northwest Natural Holding Company. EXHIBIT 21 SUBSIDIARIES OF NORTHWEST NATURAL HOLDING COMPANY an Oregon Corporation Name of Subsidiary Jurisdiction Organized Northwest Natural Gas Company (dba NW Natural) Oregon Northwest Energy Corporation(1) Oregon NWN Gas Reserves LLC(1) Oregon NW Natural RNG Holding Company, LLC(1) Oregon Lexington Renewable Energy LLC(1) Delaware Dakota City Renewable Energy LLC(1) Delaware NW Natural Energy |
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| February 10, 2022 |
TCF Financial Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Northwest Natural Holding Co. Title of Class of Securities: Common Stock CUSIP Number: 66765N105 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule i |
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| December 21, 2021 |
As filed with the Securities and Exchange Commission on December 21, 2021 As filed with the Securities and Exchange Commission on December 21, 2021 Registration Statement No. |
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| December 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 17, 2021 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) (Exact name of registrant as specified in its c |
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| December 13, 2021 |
NW Natural Holdings Elects New Board Member Sandra McDonough Brings Years of Industry Experience Exhibit 99.1 NW Natural Holdings Elects New Board Member Sandra McDonough Brings Years of Industry Experience December 13, 2021 PORTLAND, Ore.-(BUSINESS WIRE)-NW Natural Holding Company?s (NYSE: NWN) board of directors has elected a new member, Sandra McDonough, effective January 1, 2022. McDonough most recently served as president and CEO of Oregon Business & Industry (OBI), Oregon?s largest stat |
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| December 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 8, 2021 Date of Report (Date of earliest event reported) NORTHWEST NATURAL HOLDING COMPANY (Exact name of registrant as specified in its charter) Oregon 1-38681 82-4710680 (State or other jurisdiction of incorporation) (Comm |
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| December 9, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 8, 2021 Date of Report (Date of earliest event reported) NORTHWEST NATURAL HOLDING COMPANY (Exact name of registrant as specified in its charter) Oregon 1-38681 82-4710680 (State or other jurisdiction of incorporation) (Comm |
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| December 9, 2021 |
For Immediate Release December 8, 2021 NW Natural Water to Double in Size through Acquisition of Far West?s Water and Wastewater Utilities in Arizona PORTLAND, Ore. |
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| November 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURA |
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| November 5, 2021 |
EX-4.1 2 exhibit41northwestnaturalh.htm EX-4.1 EXHIBIT 4.1 EXECUTION VERSION AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 3, 2021 among NORTHWEST NATURAL HOLDING COMPANY, The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent BANK OF AMERICA, N.A., U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents J.P. MORGAN SECUR |
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| November 5, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 5, 2021 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) (Exact name of registrant as specified in its ch |
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| November 5, 2021 |
EX-4.2 3 exhibit42northwestnaturalo.htm EX-4.2 EXHIBIT 4.2 EXECUTION VERSION AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 3, 2021 among NORTHWEST NATURAL GAS COMPANY, The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent BANK OF AMERICA, N.A., U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents J.P. MORGAN SECURITIE |
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| November 5, 2021 |
Exhibit 99.1 For Immediate Release Nov. 5, 2021 NW Natural Holdings Reports Third Quarter 2021 Results PORTLAND, ORE. ? Northwest Natural Holding Company, (NYSE: NWN) (NW Natural Holdings), reported financial results and highlights including: ?Reported a net loss of $0.67 per share for the third quarter of 2021, compared to a net loss of $0.61 per share from continuing operations for the same peri |
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| November 5, 2021 |
EXHIBIT 10.1 NORTHWEST NATURAL GAS COMPANY DEFERRED COMPENSATION PLAN FOR DIRECTORS AND EXECUTIVES EFFECTIVE JANUARY 1, 2005 RESTATED EFFECTIVE SEPTEMBER 23, 2021 111679182.8 0055570-00335 TABLE OF CONTENTS Page 1. Purpose; Effective Date .............................................................................. 1 2. Eligibility ................................................................. |
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| October 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 21, 2021 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) (Exact name of registrant as specified in its ch |
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| August 13, 2021 |
The consent of MardiLyn Saathoff, Esquire is included in her opinion filed as Exhibit 5(a). Exhibit 5(a) August 13, 2021 Northwest Natural Holding Company Northwest Natural Gas Company 250 SW Taylor Street Portland, Oregon 97204 Ladies and Gentlemen: I am Senior Vice President, Regulation and General Counsel of Northwest Natural Holding Company, an Oregon corporation (?NW Holdings?), and Northwest Natural Gas Company, an Oregon corporation (?NW Natural? and, together with NW Holdings, th |
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| August 13, 2021 |
The consent of Morgan, Lewis & Bockius LLP is included in its opinion filed as Exhibit 5(b). Exhibit 5(b) August 13, 2021 Northwest Natural Holding Company 250 SW Taylor Street Portland, Oregon 97204 Ladies and Gentlemen: With respect to the Registration Statement No. |
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| August 13, 2021 |
Consent of PricewaterhouseCoopers LLP - Northwest Natural Gas Company. Exhibit 23(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Northwest Natural Gas Company of our report dated February 26, 2021 relating to the financial statements and financial statement schedule, which appears in Northwest Natural Gas Company?s Annual Report on Form 10-K for the year ended December 31, 2020. |
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| August 13, 2021 |
EX-1.1 2 d364930dex11.htm EX-1.1 Exhibit 1.1 NORTHWEST NATURAL HOLDING COMPANY Shares of Common Stock With an Aggregate Sales Price of Up to $200,000,000 EQUITY DISTRIBUTION AGREEMENT Dated: August 13, 2021 Table of Contents Page SECTION 1. Description of Securities 1 SECTION 2. Placements 5 SECTION 3. Sale of Placement Securities 7 SECTION 4. Suspension of Sales 8 SECTION 5. Representations and W |
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| August 13, 2021 |
Consent of PricewaterhouseCoopers LLP - Northwest Natural Holding Company. Exhibit 23(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Northwest Natural Holding Company of our report dated February 26, 2021 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in Northwest Natural Holding Company?s Annual Report on Form 10-K for the year ended December 31, 2020. |
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| August 13, 2021 |
EX-25.(A) 6 d364063dex25a.htm EX-25.(A) Exhibit 25(a) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST C |
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| August 13, 2021 |
The consent of Morgan, Lewis & Bockius LLP is included in its opinion filed as Exhibit 5(b). Exhibit 5(b) August 13, 2021 Northwest Natural Holding Company Northwest Natural Gas Company 250 SW Taylor Street Portland, Oregon 97204 Ladies and Gentlemen: With respect to the joint Registration Statement on Form S-3 (the ?Registration Statement?) to be filed with the Securities and Exchange Commission (the ?Commission?) on or about the date hereof by Northwest Natural Holding Company (?NW Hold |
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| August 13, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 13, 2021 Date of Report (Date of earliest event reported) NORTHWEST NATURAL HOLDING COMPANY (Exact name of registrant as specified in its charter) Commission File No. 1-38681 Oregon 82-4710680 (State or other jurisdiction of i |
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| August 13, 2021 |
The consent of MardiLyn Saathoff, Esquire is included in her opinion filed as Exhibit 5(a). Exhibit 5(a) August 13, 2021 Northwest Natural Holding Company 250 SW Taylor Street Portland, Oregon 97204 Ladies and Gentlemen: With respect to the Registration Statement No. |
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| August 13, 2021 |
Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-258792 CALCULATION OF REGISTRATION FEE Title of each class of securities offered Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock $200,000,000 $21,820(1) (1) Calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended (Securities Act) based on the proposed maximum agg |
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| August 13, 2021 |
Exhibit 25(b) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee as specif |
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| August 13, 2021 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 13, 2021 Table of Contents AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 13, 2021 Registration Nos. |
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| August 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 6, 2021 Date of Report (Date of earliest event reported) NORTHWEST NATURAL HOLDING COMPANY (Exact name of registrant as specified in its charter) Commission file number 1-38681 Oregon 82-4710680 (State or other jurisdiction of |
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| August 5, 2021 |
Amended and Restated Bylaws of Northwest Natural Gas Company EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF NORTHWEST NATURAL GAS COMPANY ARTICLE I. OFFICES Section 1. Office. The principal office of the company shall be located in the City of Portland, Oregon. The company also may have offices at such other places both within and without the State of Oregon as the board of directors from time to time may determine. Section 2. Registered Office. The registered |
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| August 5, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 5, 2021 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) (Exact name of registrant as specified in its char |
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| August 5, 2021 |
EX-99.1 2 a2021q2ex991pressreleasedo.htm EX-99.1 Exhibit 99.1 For Immediate Release August 5, 2021 NW Natural Holdings Reports Second Quarter 2021 Results PORTLAND, ORE. — Northwest Natural Holding Company, (NYSE: NWN) (NW Natural Holdings), reported financial results and highlights including: •Reported a net loss of $0.02 per share for the second quarter of 2021, compared to a net loss of $0.17 p |
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| August 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURAL GAS |
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| June 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-15973 A. Full title of th |
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| June 14, 2021 |
EXHIBIT 4.1 EXECUTION COPY CREDIT AGREEMENT dated as of June 10, 2021 among NORTHWEST NATURAL GAS COMPANY, as Borrower The Lenders Party Hereto U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent U.S. BANK NATIONAL ASSOCIATION, as Bookrunner and Lead Arranger TABLE OF CONTENTS Page ARTICLE I Definitions 1 SECTION 1.01 Defined Terms 1 SECTION 1.02 Classification of Loans and Borrowings 19 SECTI |
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| June 14, 2021 |
EX-4.2 3 exhibit42nwnwatertermloan.htm EX-4.2 EXHIBIT 4.2 EXECUTION COPY CREDIT AGREEMENT dated as of June 10, 2021 among NW NATURAL WATER COMPANY, LLC, as Borrower NORTHWEST NATURAL HOLDING COMPANY, as Guarantor The Lenders Party Hereto BANK OF AMERICA, N.A., as Administrative Agent BOFA SECURITIES, INC., as Bookrunner and Lead Arranger TABLE OF CONTENTS Page ARTICLE I Definitions 1 SECTION 1.01 |
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| June 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 June 10, 2021 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) (Exact name of registrant as specified in its chart |
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| June 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 27, 2021 Date of Report (Date of earliest event reported) NORTHWEST NATURAL HOLDING COMPANY (Exact name of registrant as specified in its charter) Commission file number 1-38681 Oregon 82-4710680 (State or other jurisdiction of i |
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| June 3, 2021 |
Amended and Restated Bylaws of Northwest Natural Holding Company. EX-3.1 2 exhibit31arbylawsnwholding.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF NORTHWEST NATURAL HOLDING COMPANY ARTICLE I. OFFICES Section 1. Office. The principal office of the company shall be located in the City of Portland, Oregon. The company also may have offices at such other places both within and without the State of Oregon as the board of directors from time to time may deter |
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| May 5, 2021 |
Exhibit 99.1 For Immediate Release May 5, 2021 NW Natural Holdings Reports First Quarter 2021 Results PORTLAND, ORE. — Northwest Natural Holding Company, (NYSE: NWN) (NW Natural Holdings), reported financial results and highlights including: •First quarter 2021 earnings of $1.94 per share, compared to earnings from continuing operations of $1.58 per share for the same period in 2020 •Results prima |
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| May 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-38681 Commission file number |
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| May 5, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 5, 2021 Date of Report (Date of earliest event reported) Commission file number 1-38681 Commission file number 1-15973 NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURAL GAS COMPANY (Exact name of registrant as specified in its |
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| April 15, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitte |
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| February 26, 2021 |
Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2021). Exhibit 10z RESTRICTED STOCK UNIT AWARD AGREEMENT This Agreement is entered into as of February , 2021, between Northwest Natural Holding Company, an Oregon corporation (the ?Company?), and (?Recipient?). |
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| February 26, 2021 |
EX-99.1 2 a991pressreleaseq42020.htm EX-99.1 Exhibit 99.1 For Immediate Release February 26, 2021 NW Natural Holdings Reports Fourth Quarter and Full Year 2020 Results Initiates 2021 earnings guidance PORTLAND, ORE. — Northwest Natural Holding Company, (NYSE: NWN) (NW Natural Holdings), reported financial results and highlights including: •Reported net income from continuing operations of $2.30 pe |
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| February 26, 2021 |
Consent of PricewaterhouseCoopers LLP - NW Holdings. Exhibit 23a CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. |
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| February 26, 2021 |
Consent of PricewaterhouseCoopers LLP - NW Natural. Exhibit 23b CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. |
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| February 26, 2021 |
Form of Performance Share Long Term Incentive Agreement under Long Term Incentive Plan (2021-2023). EX-10.W 5 ex10w2021-2023pspgrantagre.htm EX-10.W Exhibit 10w PERFORMANCE SHARE LONG TERM INCENTIVE AGREEMENT This Agreement is entered into as of February , 2021, between Northwest Natural Holding Company, an Oregon corporation (the “Company”), and (“Recipient”). On February 24, 2021, the Organization and Executive Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “ |
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| February 26, 2021 |
Subsidiaries of Northwest Natural Holding Company. EX-21 7 ex2112312020.htm EX-21 Exhibit 21 SUBSIDIARIES OF NORTHWEST NATURAL HOLDING COMPANY an Oregon Corporation Name of Subsidiary Jurisdiction Organized Northwest Natural Gas Company (dba NW Natural) Oregon Northwest Energy Corporation(1) Oregon NWN Gas Reserves LLC(1) Oregon NW Natural RNG Holding Company, LLC(1) Oregon Lexington Renewable Energy LLC(1) Delaware NW Natural Energy, LLC Oregon N |
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| February 26, 2021 |
EX-3.B 2 exhibit3brestatedarticleso.htm EX-3.B Exhibit 3b AMENDED AND RESTATED ARTICLES OF INCORPORATION OF NORTHWEST NATURAL GAS COMPANY These Amended and Restated Articles of Incorporation of Northwest Natural Gas Company (Restated Articles of Incorporation) supersede its theretofore existing articles of incorporation and all amendments thereto. ARTICLE I The name of this corporation is NORTHWES |
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| February 26, 2021 |
Annual Incentive Plan for NW Natural Gas Storage, LLC, as amended effective January 1, 2021. EX-10.LL 3 ex10ll2021nwngsaipplan.htm EX-10.LL Exhibit 10ll ANNUAL INCENTIVE PLAN NW Natural Gas Storage LLC (“company”, or “the company”) PURPOSE The purpose of the Annual Incentive Plan (AIP) is to recognize and reward Non-Bargaining Unit (NBU) employees who have performed well and contributed to successful company performance as measured by key performance indicators. PROGRAM TERM This Plan is |
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| February 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURAL GAS COM |
