What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-28 · 92 added, 141 removed, 274 unchanged (46% of the section changed)

4 unchanged sentences

(b) Changes in Internal Control Over Financial Reporting

NW Holdings and NW Natural management are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act Rule 13a-15(f).

There have been no changes in NW Holdings' or NW Natural's internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting for NW Holdings and NW Natural.

NW Holdings and NW Natural management are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

There were no changes in NW Holdings' or NW Natural's internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting for NW Holdings and NW Natural, except as noted below.

Management has excluded SiEnergy Operating, LLC (SiEnergy) from its assessment of internal control over financial reporting as of December 31, 2025 as it was acquired by the Company in a purchase business combination during 2025.

Total assets and total net sales of SiEnergy excluded from management's assessment of internal control over financial reporting represent approximately 9.6% and 5.1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

This exclusion is in accordance with the guidelines established by the Securities and Exchange Commission.

The statements contained in Exhibit 31.1, Exhibit 31.2, Exhibit 31.3, and Exhibit 31.4 should be considered in light of, and read together with, the information set forth in this Item 9A.

OTHER INFORMATION

Appointment of Justin B.

Palfreyman as Chief Executive Officer and Approval of Compensation Arrangements

As previously reported, Mr.

Anderson intends to retire from his position as Chief Executive Officer of NW Holdings and NW Natural, effective April 1, 2025.

On February 27, 2025, the Boards of Directors of NW Holdings and NW Natural elected Justin B.

Palfreyman to the position of President and Chief Executive Officer of Northwest Holdings and Chief Executive Officer of NW Natural, effective April 1, 2025.

Palfreyman, age 46, was appointed President of NW Holdings and NW Natural in May 2023.

Palfreyman previously held the position of Senior Vice President, Strategy and Business Development of NW Natural since February 2023.

Prior to that he was Vice President, Strategy and Business Development of NW Natural from February 2017 to 2023 and Vice President, Business Development of NW Natural from 2016 to February 2017.

Prior to joining NW Natural, Mr.

Palfreyman was a director in the Power, Energy and Infrastructure Group at Lazard, Freres & Co.

from 2009 to 2016 and previously worked in the Infrastructure Investment Banking Group at Goldman Sachs.

He has also held various positions in finance, strategy and business development at both Apex Learning and Accenture in Seattle, Washington.

Palfreyman is also a member of the board of directors of various NW Holdings’ subsidiaries, including NW Natural Water Company, LLC, NW Natural Renewables Holdings, LLC, and SiEnergy Operating, LLC.

Palfreyman graduated from Pacific Lutheran University with a Bachelor of Business Administration.

He also holds a Master of Business Administration from The University of Chicago Booth School of Business and a Master of Public Policy from The University of Chicago Irving B.

Harris School of Public Policy.

Concurrently with his appointment as Chief Executive Officer, the Board approved the following compensation for Mr.

Palfreyman for 2025:

(i) an annual salary of $850,000 effective March 1, 2025;

(ii) a target incentive opportunity under NW Natural’s Executive Annual Incentive Plan of 90 percent of Mr.

Palfreyman’s salary;

(iii) an award of 14,982 Performance-Based Restricted Stock Units that will vest in three equal installments on March 1 of each of 2026, 2027 and 2028 in the form of agreement provided to other executive officers and filed as Exhibit 10aa to this Annual Report.

In addition, Mr.

Palfreyman will be eligible to participate in the Company’s Long-Term Incentive Plan (LTIP) with a target of 27,820 performance shares, awarded in accordance with the terms of the LTIP.

In addition, the Board approved NW Natural’s entry into a Change in Control Severance Agreement with Mr.

Palfreyman in the form provided to executive officers and filed as Exhibit 10o to this Annual Report, with a cash payment of two and one-half times base salary and target bonus.

Election of Justin B.

Palfreyman to the Board of Directors

On February 27, 2025, the Board of Directors appointed Justin B.

Palfreyman to the Board of NW Holdings as a Class I director, effective April 1, 2025, for a term expiring at the Company’s next Annual Meeting of Shareholders.

Palfreyman was also

appointed to the Board of Directors of NW Natural, commencing April 1, 2025.

Palfreyman will not serve on any committees of the Board.

Other than his employment, there are no arrangements or understandings between Mr.

Palfreyman and any other person pursuant to which he was appointed as an officer and director of the Company.

Palfreyman has no family relationships with any of our directors, executive officers, or director nominees and there are no transactions in which Mr.

Palfreyman has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Palfreyman will receive no additional compensation for his role as a director of NW Holdings and NW Natural.

In connection with Mr.

Palfreyman’s appointment to the Board, the Board increased the number of directors comprising the NW Holdings Board from 12 to 13 directors, effective April 1, 2025.

Director Retirement

The following disclosure is intended to satisfy any obligation to provide disclosures pursuant to Item 5.02(b) of Form 8-K:

On February 25, 2026, Karen Lee notified NW Holdings that she intends to retire from the Board at the end of her current term, which expires following the 2026 Annual Shareholders Meeting scheduled for May 28, 2026.

She will additionally retire from the Board of NW Natural at such time.

Lee has served as a director since 2021.

She currently serves as a member of the Finance and Public Affairs and Environmental Policy Committees.

In connection with Ms.

Lee’s notice and in accordance with NW Holdings’ Amended and Restated Articles of Incorporation, the Board approved a resolution reducing the number of directors comprising NW Holdings’ Board from 11 to 10 members, effective as of the expiration of Ms.

Rule 10b5-1 Trading Arrangements

5 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The "Information Concerning Nominees and Continuing Directors" and "Corporate Governance" contained in NW Holdings' definitive Proxy Statement for the 2025 Annual Meeting of Shareholders is hereby incorporated by reference.

The "Information Concerning Nominees and Directors", "Corporate Governance" and "Delinquent Section 16(a) Reports" contained in NW Holdings' definitive Proxy Statement for the 2026 Annual Meeting of Shareholders is hereby incorporated by reference.

The following are officers of NW Natural, unless indicated otherwise.

1 unchanged sentence

31, 2025 Positions held during last five years (1)

Anderson* 63 Chief Executive Officer (2) (2023- ) (3) ;

President and Chief Executive Officer (2) (2016-2023);

Chief Operating Officer and President (2015-2016);

Executive Vice President and Chief Operating Officer (2014-2015);

Executive Vice President Operations and Regulation (2013-2014);

Senior Vice President and Chief Financial Officer (2004-2013).

Berge 44 Deputy General Counsel, NW Holdings (2025- ) (4) ;

Vice President and General Counsel, NW Natural (2025- ) (4) ;

Palfreyman* 47 President and Chief Executive Officer, NW Holdings (2025- );

Chief Executive Officer, NW Natural (2025- );

President, NW Natural (2023-2025);

Senior Vice President, Strategy and Business Development, NW Natural (2023);

Vice President, Strategy and Business Development (2017-2023);

President, NW Natural RNG Holding Company, LLC (2021-2025);

President, NW Natural Water Company, LLC (2018-2024);

Vice President, Business Development (2016-2017);

Director, Power, Energy and Infrastructure Group, Lazard, Freres & Co.

Berge* 45 Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary (2) (2026- );

Deputy General Counsel and Corporate Secretary, NW Holdings (2025-2026);

Vice President, General Counsel and Corporate Secretary, NW Natural (2025-2026);

Attorney, Baker Botts, L.L.P.

12 unchanged sentences

Vice President and Treasurer, Enviva (2015-2018).

Kravitz 41 Vice President, Rates and Regulatory (2022- );

Kravitz 42 Vice President, Regulatory Affairs and Resource Planning (2025- );

Vice President, Rates and Regulatory (2022-2025);

Senior Director, Rates and Regulatory (2021-2022);

1 unchanged sentence

Regulatory Attorney (2014-2018).

Palfreyman* 46 President (2023- ) (3) ;

Senior Vice President, Strategy and Business Development, NW Natural Gas Company (2023);

Vice President, Strategy and Business Development (2017-2023);

President, NW Natural RNG Holding Company, LLC (2021- );

President, NW Natural Water Company, LLC (2018-2024);

Vice President, Business Development (2016-2017);

Director, Power, Energy and Infrastructure Group, Lazard, Freres & Co.

Kyra Patterson 52 Vice President and Chief People Officer (2025- );

Senior Vice President and Chief Human Resources Officer, AVANGRID, Inc.

Vice President, People Operations, AVANGRID, Inc.

Vice President, Human Resources—Networks, AVANGRID, Inc.

Human Resources Director, AVANGRID, Inc.

Rogers 60 Vice President, Chief Human Resources and Diversity Officer (2018- );

3 unchanged sentences

Director, Executive Development Center, Willamette University (2011-2014).

Kimberly Heiting Rush 55 Senior Vice President and Chief Operating Officer (5) (2023- );

Kimberly Heiting Rush 56 President, NW Natural (2025- );

Senior Vice President and Chief Operating Officer (2023-2025);

Senior Vice President, Operations and Chief Marketing Officer (2018-2023);

3 unchanged sentences

Chief Corporate Communications Officer (2011-2013).

MardiLyn Saathoff* 68 General Counsel, Chief Compliance Officer, Interim Corporate Secretary and SVP Regulatory, NW Holdings (2025- );

Chief Legal Officer, Chief Compliance Officer, Interim Corporate Secretary and SVP Regulatory, NW Natural (2025- );

MardiLyn Saathoff* 69 Chief Legal Officer and SVP Regulation (2) (2026- );

General Counsel, Chief Compliance Officer and SVP Regulation, NW Holdings (2025-2026);

Chief Legal Officer, Chief Compliance Officer and SVP Regulation, NW Natural (2025-2026);

Senior Vice President, Regulation and General Counsel (2)(3) (2016-2025);

22 unchanged sentences

31, 2025 Positions held during last five years (1)

Wynne** 72 Executive Vice President, Moda, Inc., a privately-held healthcare insurance company (2012-2023);

Director, JELD-WEN Holding Inc.

Director, Lone Rock Resources, Inc.

Director, Pendleton Woolen Mills, Inc.

Director, FLIR Systems, Inc.

Director, Citifyd Inc.

Trustee, Willamette University (1999- );

Trustee, Portland Center Stage (2012-2019);

Executive Vice President, JELD-WEN, Inc.

President and Chief Executive Officer, SBI International, Ltd.

Partner, Ater Wynne LLP (2001-2002;

President and Chief Executive Officer, Adidas America, Inc.

Wynne’s senior management experience with a variety of companies, board service on a number of public and private companies and longstanding legal practice in the areas of corporate finance, securities and mergers and acquisitions qualify him to provide insight and guidance in the areas of corporate governance, strategic planning, enterprise risk management, finance and operations.

David Drinkward** 46 President and Chief Executive Officer, Hoffman Construction Company (2018- );

Executive Vice President, Hoffman Construction Company (2017-2018), Vice President, Hoffman Construction Company (2015-2017);

Business Systems Manager, Hoffman Construction Company (2010-2015);

Legal Counsel, Hoffman Construction Company (2007-2010).

Drinkward’s progressive leadership at Hoffman Construction Company, culminating in service as President and Chief Executive Officer, enables him to provide insight and guidance to NW Natural in the areas of strategic planning, risk management, finance, safety and operations.

* Executive Officer of Northwest Natural Holding Company and Northwest Natural Gas Company.

** Director of Northwest Natural Gas Company only (beginning 2018).

All other directors of Northwest Natural Gas Company are also directors of Northwest Natural Holding Company, and information regarding all directors concurrently serving on the Board of Directors of Northwest Natural Gas Company and Northwest Natural Holding Company will be incorporated by reference to our definitive Proxy Statement for the 2025 Annual Meeting of Shareholders.

** Director of Northwest Natural Gas Company only.

All other directors of Northwest Natural Gas Company are also directors of Northwest Natural Holding Company, and information regarding all directors concurrently serving on the Board of Directors of Northwest Natural Holding Company and Northwest Natural Gas Company will be incorporated by reference to our definitive Proxy Statement for the 2026 Annual Meeting of Shareholders.

(1) Unless otherwise specified, all positions held at Northwest Natural Gas Company.

(2) Position held at Northwest Natural Holding Company (beginning March 2018) and Northwest Natural Gas Company.

(3) On May 23, 2024, Mr.

Anderson announced his intent to retire effective April 1, 2025.

The Board of Directors appointed Mr.

Palfreyman to the position of Chief Executive Officer of NW Holdings and NW Natural, effective April 1, 2025.

(4) On February 4, 2025, the Board of Directors appointed Ms.

Berge as Corporate Secretary of NW Holdings and NW Natural, effective March 3, 2025, in addition to her current titles.

(5) On December 12, 2024, the Board of Directors appointed Ms.

Rush as President of Northwest Natural Gas Company, effective April 1, 2025.

(2) Position held at Northwest Natural Holding Company and Northwest Natural Gas Company.

(3) In 2020, Ms.

65 unchanged sentences

This category relates to services other than those described above.

The amount reflects payments for non-audit fees and services for SEC and California climate rules assessments in 2024 and accounting research tools in each of 2024 and 2023.

The amount reflects payments for non-audit fees and services for SEC and California climate rules assessments and accounting research tools in each of 2025 and 2024.

PRE-APPROVAL POLICY FOR AUDIT AND NON-AUDIT SERVICES.

14 unchanged sentences

Amended and Restated Articles of Incorporation of Northwest Natural Gas Company (incorporated by reference to Exhibit 3b to Form 10-K for the year ended December 31, 2020, File No.

Amended and Restated Bylaws of Northwest Natural Holding Company (incorporated by reference to Exhibit 3.1 to the Form 8-K dated May 23, 2024 , File No.

Amended and Restated Bylaws of Northwest Natural Gas Company (incorporated by reference to Exhibit 3.

1 to the Form 10-Q for the quarter ended June 30, 202 4 , File No.

Amended and Restated Bylaws of Northwest Natural Holding Company (incorporated by reference to Exhibit 3.1 to the Form 8-K dated July 25, 2025, File No.

Amended and Restated Bylaws of Northwest Natural Gas Company (incorporated by reference to Exhibit 3.2 to the Form 10-Q for the quarter ended June 30, 2025, File No.

Copy of Mortgage and Deed of Trust of Northwest Natural Gas Company, dated as of July 1, 1946 (Mortgage and Deed of Trust), to Bankers Trust (to whom Deutsche Bank Trust Company Americas is the successor), Trustee (incorporated by reference to Exhibit 7(j) in File No.

20 unchanged sentences

27 to the Mortgage and Deed of Trust, dated as of July 1, 2024 (incorporated by reference to Exhibit 4 to the Form 10-Q for the quarter ended June 30, 2024, File No.

Twenty-eighth Supplemental Indenture to the Mortgage and Deed of Trust, providing for, among other things , First Mortgage Bonds, 5.

13 % Series due 203 6 and 5.

90 % Series due 20 55 , dated as of December 1, 202 5 , by and between Northwest Natural Gas Company and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to Form 8-K dated December 16, 2025, File No.

Copy of Indenture, dated as of June 1, 1991, between Northwest Natural Gas Company and Bankers Trust Company (to whom Deutsche Bank Trust Company Americas is successor), Trustee, relating to Northwest Natural Gas Company's Unsecured Debt Securities (incorporated by reference to Exhibit 4(e) in File No.

Indenture (For Unsecured Subordinated Debt Securities) dated as of March 1, 2025 (incorporated by reference to Exhibit 4(a) to the Form 8-K filed March 18, 2025, File No.

*4m Officer’s Certificate dated as of March 12, 2025, establishing the terms of the Junior Subordinated Debentures S upplemental to the Indentur e (incorporated by reference Exhibit 4(b) to the Form 8-K filed March 18, 202 5.

Description of Northwest Natural Holding Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4(c) to the Form 8-K filed March 18, 2025, File No.

Note Purchase Agreement dated December 14, 2023, between Northwest Natural Holding Company and the institutional investors named as purchasers therein (incorporated by reference to Exhibit 4q to Form 10-K for the year ended December 31, 2023).

Note Purchase Agreement dated December 19, 2024, between Northwest Natural Holding Company and the institutional investors named as purchasers therein (incorporated by reference to Exhibit 4 s to Form 10-K for the year ended December 31, 202 4 ).

Credit Agreement, dated as of June 10, 2021, among NW Natural Water Company, LLC, Northwest Natural Holding Company, the lenders party thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 4.2 to the Form 8-K filed June 14, 2021, File No.

Uncommitted Letter of Credit and Reimbursement Agreement dated January 5, 2024, among Northwest Natural Gas Company, the lenders party thereto, and Canadian Imperial Bank of Commerce, New York Branch, as administrative agent (incorporated by reference to Exhibit 4r to Form 10-K for the year ended December 31, 2023, File No.

Term Loan Credit Agreement, dated as of January 6, 2025 among Northwest Natural Holding Company, the lenders party thereto, with U.S.

Bank National Association, as administrative agent and sole bookrunner and lead arranger (inc orporated by reference to Exhibit 4 t to Form 10-K for the year ended December 31, 2 024, File No.

Amendment No.

1 to Term Loan Agreement, dated as of November 3, 2025, among Northwest Natural Holding Company, the lenders party thereto, with U.S.

Bank National Association, as administrative agent and sole bookrunner and lead arranger ( incorporated by reference to Exhibit 10.5 to Form 10- Q for the quarter ended September 3 0, 2025 , File No.

Amended and Restated Credit Agreement, dated as of November 3, 2025, among Northwest Natural Holding Company and the lenders party thereto, with JPMorgan Chase Bank, N.A.

as administrative agent and Bank of America, N.A., U.S.

Bank National Association, and Wells Fargo Bank, National Association, as co-syndication agents, as amended by Amendment No.1, dated as of January 20, 2023 (incorporated by reference to Exhibit 4i to Form 10-K for 2022, File No.

Bank National Association, and Wells Fargo Bank, National Association, as co-syndication agents (incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 2025, File No.

Amended and Restated Credit Agreement, dated as of November 3, 2025, among Northwest Natural Gas Company and the lenders party thereto, with JPMorgan Chase Bank, N.A.

as administrative agent and Bank of America, N.A., U.S.

Bank National Association, and Wells Fargo Bank, National Association, as co-syndication agents, as amended by Amendment No.

1, dated as of January 20, 2023 (incorporated by reference to Exhibit 4j to Form 10-K for 2022, File No.

Credit Agreement, dated as of September 15, 2022, among Northwest Natural Holding Company and the lenders party thereto, with U.S.

Bank National Association as administrative agent (incorporated by reference to Exhibit 4.1 to the Form 8-K filed September 21, 2022, file No.

Credit Agreement, dated as of September 15, 2022, among NW Natural Water Company, LLC, Northwest Natural Holding Company and the lenders party thereto, with U.S.

Bank National Association as administrative agent (incorporated by reference to Exhibit 4.2 to the Form 8-K filed September 21, 2022, file No.

Description of securities registered under Section 12 of the Exchange Act of 1934 (incorporated by reference to Exhibit 4j to Form 10-K for the year ended December 31, 2019, File No.

Note Purchase Agreement dated December 19, 2024, between Northwest Natural Holding Company and the institutional investors named as purchasers therein.

Term Loan Credit Agreement, dated as of January 6, 2025 among Northwest Natural Holding Company, the lenders party thereto, with U.S.

Bank National Association, as administrative agent and sole bookrunner and lead arranger.

364-Day Term Loan Credit Agreement, dated as of January 7, 2025, among Northwest Natural Holding Company, the lenders party thereto, with JPMorgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A., U.S.

Bank National Association and Wells Fargo Bank, National Association, as co-documentation agents.

Credit Agreement, dated as of December 22, 2020, among SiEnergy Operating, LLC, SiEnergy, L.P., Terra Transmission, LLC, SiEnergy Power Solutions, LLC, and SiEnergy GP, L.L.C., the lenders party thereto, with ING Capital LLC as administrative agent and L/C Issuer, as amended by Amendment No.

1 to the Credit Agreement, dated as of March 23, 2021, Amendment No.

2 to the Credit Agreement, dated as of July 13, 2021, Amendment No.

3 to the Credit Agreement, dated as of July 11, 2022, and Amendment No.

4 to the Credit Agreement dated as of December 22, 2023.

19 Northwest Natural Holding Company Inside Information and Trading Policies and Procedure s .

Bank National Association, and Wells Fargo Bank, National Association, as co-syndication agents (incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended September 30, 2025, File No.

Credit Agreement, dated as of November 3, 2025, among SiEnergy Holding, LLC and the lenders party thereto, with JPMorgan Chase Bank, N.A.

as administrative agent and Bank of America, N.A., U.S.

Bank National Association, and Wells Fargo Bank, National Association, as co-syndication agents (incorporated by reference to Exhibit 10.4 to Form 10-Q for the quarter ended September 30, 2025, File No.

19 Northwest Natural Holding Company Inside Information and Trading Policies and Procedures .

21 Subsidiaries of Northwest Natural Holding Company.

22 unchanged sentences

Directors Deferred Compensation Plan, effective June 1, 1981, restated as of October 1, 2018 (incorporated by reference to Exhibit 10.5 to the Form 8-K dated October 1, 2018, File No.

Deferred Compensation Plan for Directors and Executives, effective January 1, 2005, restated as of September 23, 2021 (incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended September 30, 2021, File No.

Deferred Compensation Plan for Directors and Executives, effective January 1, 2005, restated as of August 1, 2025 (incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended June 30, 2025, File No.

Form of Indemnity Agreement as entered into between Northwest Natural Gas Company and each director and certain executive officers (incorporated by reference to Exhibit 10.1 to Form 10-Q the quarter ended September 30, 2023, File No.

Form of Indemnity Agreement as entered into between Northwest Natural Holding Company and each director and certain executive officers (incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 2023, File No.

Non-Employee Directors Stock Compensation Plan, as amended effective December 15, 2005 (incorporated by reference to Exhibit 10.2 to Form 8-K dated December 16, 2005, File No.

Executive Annual Incentive Plan, effective February 22, 2024 (incorporated by reference to Exhibit 10m to Form 10-K for the fiscal year ended December 31, 2023, File No.

2025 Executive Annual Incentive Plan, effective January 1, 2025 (incorporated by reference to Exhibit 10m to Form 10-K for the fiscal year ended December 31, 2024, File No.

2026 Executive Annual Incentive Plan, effective January 1, 2026.

1 unchanged sentence

Form of Change in Control Severance Agreement between Northwest Natural Gas Company and Justin B.

Palfreyman, as amended and restated as of February 27, 2025.

Form of Change in Control Severance Agreement between Northwest Natural Gas Company and each executive officer (other than David Anderson and Justin Palfrey man ), as amended and restated as of February 23, 2023 (incorporated by reference to Exhibit 10p to Form 10-K for 2022, File No.

Palfreyman, as amended and restated as of February 27, 2025 (incorporated by reference to Exhibit 10o to Form 10-K for 2024, File No.

Form of Change in Control Severance Agreement between Northwest Natural Gas Company and each executive officer (other than David Anderson and Justin Palfreyman), as amended and restated as of February 23, 2023 (incorporated by reference to Exhibit 10p to Form 10-K for 2022, File No.

Northwest Natural Holding Company Long Term Incentive Plan, as amended and restated as of October 1, 2018 (incorporated by reference to Exhibit 10.1 to Form 8-K dated October 1, 2018, File No.

Northwest Natural Holding Company Long Term Incentive Plan, as amended and restated as of February 23, 2023 (incorporated by reference to Exhibit 10s to Form 10-K for 2022, File No.

Northwest Natural Holding Company Long Term Incentive Plan, as amended and restated as of February 22, 2024 (incorporated by reference to Exh ibit 10 s to Form 10-K for 2023, File No.

Form of Performance Share Long Term Incentive Agreement under Long Term Incentive Plan (2022-2024) (incorporated by reference to Exhibit 10w to Form 10-K for 2021, File No.

Form of Amendment to Performance Share Long Term Incentive Agreement under Long Term Incentive Plan (2021-2023) and Long Term Incentive Plan (2022-2024) (incorporated by reference to Exhibit 10w to Form 10-K for 2022, File No.

Northwest Natural Holding Company Long Term Incentive Plan, as amended and restated as of February 22, 2024 (incorporated by reference to Exhibit 10s to Form 10-K for 2023, File No.

Northwest Natural Holding Company Long Term Incentive Plan, as amended and restated as of May 22, 202 5 (incorporated by reference to Exhibit 10.1 to the Form 8 -K filed May 27, 2025 , File No.

Form of Performance Share Long Term Incentive Agreement under Long Term Incentive Plan (2023-2025) (incorporated by reference to Exhibit 10x to Form 10-K for 2022, File No.

Form of Performance Share Long Term Incentive Agreement under Long Term Incentive Plan (2024-2026) (incorporated by reference to Exhibit 10x to the Form 10-K for 2023, File No.

Form of Performance Share Long Term Incentive Agreement under Long Term Incentive Plan (2025-2027) (incorporated by reference to Exhibit 10x to the Form 10-K for 2024, File No.

Form of Performance Share Long Term Incentive Agreement under Long Term Incentive Plan (2026-2028).

2 unchanged sentences

Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2026)

Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2025) (incorporated by reference to Exhibit 10aa to the Form 10-K for 2024, File No.

Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2024) (incorporated by reference to Exhibit 10bb to Form 10-K for 2023, File No.

1 unchanged sentence

Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2022) (incorporated by reference to Exhibit 10z to Form 10-K for 2021, File No.

Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2021) (incorporated by reference to Exhibit 10z to Form 10-K for 2020, File No.

Cash Retention Agreement between Northwest Natural Gas Company and an executive officer, dated as of March 1, 2018 (incorporated by reference to Exhibit 10ss to Form 10-K for 2017, File No.

Form of Amendment of Award Agreements, dated February 22, 2024, entered into by each executive officer (incorporated by reference to Exhibit 10gg to Form 10-K for 2023, File No.

Offer Letter of Employment between Northwest Natural Gas Company and an executive officer, dated July 22, 2024 (incorporated by reference to Exhibit 10a to the Form 10-Q for the quarter ended September 30, 2024, File No.

Special Restricted Stock Unit Award Agreement between Northwest Natural H olding Company and an executive officer, dated September 1, 2024 (incorporated by reference to Exhibit 10b to the Form 10-Q for the quarter ended September 30, 2024, File No.

Special Restricted Stock Unit Award Agreement between Northwest Natural H olding Company and an executive officer, dated September 1, 2024 (incorporated by reference to Exhibit 10c to the Form 10-Q for the quarter ended September 30, 2024, File No.

Special Restricted Stock Unit Award Agreement between Northwest Natural Holding Company and an executive officer, dated September 1, 2024 (incorporated by reference to Exhibit 10b to the Form 10-Q for the quarter ended September 30, 2024, File No.

Special Restricted Stock Unit Award Agreement between Northwest Natural Holding Company and an executive officer, dated March 1, 2025.

*Incorporated by reference as indicated

3 unchanged sentences

NORTHWEST NATURAL HOLDING COMPANY

/s/ Justin B.

Chief Executive Officer

1 unchanged sentence

NORTHWEST NATURAL GAS COMPANY

/s/ Justin B.

Chief Executive Officer

4 unchanged sentences

Signature Title Date

Anderson Principal Executive Officer and Director February 28, 2025

/s/ Justin B.

Palfreyman Principal Executive Officer and Director February 27, 2026

Chief Executive Officer

4 unchanged sentences

Vice President, Treasurer, Chief Accounting Officer and Controller

/s/ Timothy P.

Boyle Director )

Anderson Director )

Bragdon Director )

/s/ Monica Enand Director )

2 unchanged sentences

Ludford Director )

/s/ Dave McCurdy Director )

Dave McCurdy )

/s/ Sandra McDonough Director February 27, 2026

3 unchanged sentences

Peverett Director )

/s/ Kenneth Thrasher Director )

Kenneth Thrasher )

Wasson Director )

3 unchanged sentences

Signature Title Date

Anderson Principal Executive Officer and Director February 28, 2025

/s/ Justin B.

Palfreyman Principal Executive Officer and Director February 27, 2026

Chief Executive Officer

4 unchanged sentences

Vice President, Treasurer, Chief Accounting Officer and Controller

/s/ Timothy P.

Boyle Director )

Anderson Director )

Bragdon Director )

/s/ David Drinkward Director )

David Drinkward )

/s/ Monica Enand Director )

2 unchanged sentences

Ludford Director )

/s/ Dave McCurdy Director )

Dave McCurdy )

/s/ Sandra McDonough Director February 27, 2026

3 unchanged sentences

Peverett Director )

/s/ Kenneth Thrasher Director )

Kenneth Thrasher )

Wasson Director )

1 unchanged sentence

Wilhoite Director )

/s/ Steven E.

Wynne Director )

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures