DEF 14A of Northwest Natural Holding Co, Apr 17, 2026

DEF 14A of Northwest Natural Holding Co

Filed Apr 17, 2026 · FY20250001193125-26-161075

Open on EDGAR

  1. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    INFORMATION CONCERNING NOMINEES AND DIRECTORS Set forth below is information with respect to the nominees and continuing directors, including their recent employment or principal occupation, a summary of their specific experience, qualifications, attributes or skills that led to the conclusion they are qualified to serve as a director, the names of other public companies for which they currently serve as a director or have served as a director within the past five years, the committees on which they currently serve, and their age. Also listed is the year in which each director was elected to the NW Holdings, or Northwest Natural Gas Company (NW Natural) as the predecessor of NW Holdings, Board of Directors, as applicable.

  2. Nominees For Election to the Board of Directors

    Nominees For Election to the Board of Directors

  3. Class III Nominee Directors for Terms Expiring in 2029

    Class III Nominee Directors for Terms Expiring in 2029

  4. Class III Nominee Directors for Terms Expiring in 2029

    | | David H. Anderson Former Chief Executive Officer, NW Holdings and NW Natural, Portland, Oregon Age: 64 Director since: 2016 Board Committees: Finance and Public Affairs and Environmental Policy |

  5. Class III Nominee Directors for Terms Expiring in 2029

    Mr. Anderson served as Chief Executive Officer of NW Holdings and NW Natural until his retirement on April 1, 2025. He began serving as Chief Executive Officer of NW Natural in August 2016 and assumed the role of Chief Executive Officer of NW Holdings upon its formation in 2018. He also previously served as President of NW Natural from July 2016 to May 2023 and of NW Holdings from its inception to May 2023. Prior to that, he held positions at NW Natural, including as President and Chief Operating Officer from August 2015 to July 2016, as Executive Vice President and Chief Operating Officer from February 2014 to July 2015, as Executive Vice President of Operations and Regulation from February 2013 to February 2014, and as Senior Vice President and Chief Financial Officer from when he joined NW Natural in 2004 to February 2013. Before joining NW Natural, Mr. Anderson was Senior Vice President and Chief Financial Officer at TXU Gas. He previously held executive positions within TXU Corporation (formerly Texas Utilities) including Senior Vice President and Chief Accounting Officer, and Vice President of Investor Relations and Shareholder Services. In addition to serving on the Boards of NW Holdings and NW Natural, Mr. Anderson serves on the Board of Directors of National Fuel Gas Company (NYSE: NFG) where he has been appointed to the Audit, Financing and Compensation Committees. Mr. Anderson previously served as Chair and a board member of the American Gas Association (AGA), where he also at various times served as Chair and/or member of numerous AGA committees, including the AGA Finance Committee, Audit Committee, Compensation Committee, Fiscal and Tax Committee, Executive Committee, and Safety, Resilience/Reliability, and Security Task Force and Clean Energy Task Force. He also served as a board trustee of the American Gas Foundation. Mr. Anderson is a past board member of the Northwest Gas Association, the Oregon Business Council, Portland Business Alliance, Portland State University Foundation, Greater Portland Inc., and a past President of The Oregon Partnership, Inc. (Lines for Life). Mr. Anderson is also a past Chair of the Associated Oregon Industries (AOI) Fiscal Policy Committee, and PSU Foundation Investment Committee, and is a past advisory board member for PSU School of Business and Oregon Department of Education Business Advisory Team. Mr. Anderson was also previously appointed by former Governor Kate Brown and served on Oregon’s Global Warming Commission. Mr. Anderson holds a BBA in Accounting from Texas Tech University and is a Certified Public Accountant (ret.) and Chartered Global Management Accountant. Mr. Anderson’s over 20 years with NW Natural, including nine years as Chief Executive Officer, and his over 35 years’ experience in the electric, gas, and water/wastewater industries, and his extensive involvement with the AGA and Northwest Gas Association enable him to bring to the Board a comprehensive understanding of the Company’s business operations, as well as the energy industry generally. Mr. Anderson’s service on local business, educational, charitable and public service boards provides an important connection between NW Holdings and the communities it serves. Additionally, his extensive experience in finance and operations provides important perspectives with respect to the Company’s strategy, risk oversight, change management, business, operations, and financial positioning. Mr. Anderson’s combined professional skills and insights from his former position as Chief Executive Officer, as well as his other roles and experiences, strengthen the Board’s collective knowledge, capabilities and experience.

  6. Class III Nominee Directors for Terms Expiring in 2029

    | | Peter J. Bragdon President, Columbia Sportswear Company, Portland, Oregon Age: 63 Director since: 2025 Board Committees: Organization and Executive Compensation and Public Affairs and Environmental Policy |

  7. Class III Nominee Directors for Terms Expiring in 2029

    Mr. Bragdon was appointed President of Columbia Sportswear Company (Nasdaq: COLM) in November 2025. Prior to his appointment, Mr. Bragdon served as Executive Vice President, Chief Administrative Officer and General Counsel of Columbia since 2015. He joined Columbia in 1999 and served as Senior Counsel and Director of Intellectual Property until January 2003. From 2003 to 2004, Mr. Bragdon served as Chief of Staff in the Oregon Governor’s office. Mr. Bragdon returned to Columbia in 2004 as Vice President, General Counsel and Secretary and was named Senior Vice President of Legal and Corporate Affairs, General Counsel and Secretary in 2010 and Executive Vice President, Chief Administrative Officer, General Counsel and Secretary in 2015. In 2017, he assumed oversight of Columbia’s international distributor business. Prior to Columbia, Mr. Bragdon served as an attorney in the corporate securities and finance group at Stoel Rives LLP, and Special Assistant Attorney General for the Oregon Department of Justice. Mr. Bragdon also sits on the Board of NW Natural. He currently serves as Chair of the Board of the Oregon Community Foundation, a board member of the Portland Branch of the Federal Reserve Bank of San Francisco, and sits on the Board of Trustees of Reed College. He also serves on the Board of the World Federation of the Sporting Goods Industry. He received a Juris Doctorate from Stanford Law School, a Master of Studies in Law from Yale Law School, and a Bachelor of Arts from Amherst College. Mr. Bragdon brings to the NW Holdings Board deep executive, legal, and governance experience developed over more than two decades at Columbia Sportswear Company, where he currently serves as President. He has overseen legal matters, corporate governance, public company compliance, enterprise risk management, mergers and acquisitions, and strategic business development, equipping him to provide valuable guidance on complex legal and strategic matters. In addition, his leadership of public policy, government relations, and stakeholder engagement at Columbia, together with his prior service as Chief of Staff to the Governor of Oregon, enables him to contribute meaningful insights on legislative, regulatory, and public affairs matters. His combined strategic, policy, and legal experience strengthens the Board’s collective knowledge, capabilities and experience.

  8. Class III Nominee Directors for Terms Expiring in 2029

    | | Nathan I. Partain Former President and Co-Chief Investment Officer, Duff & Phelps Investment Management Co., Carmel, Indiana Age: 69 Director since: 2021 Board Committees: Finance, Governance, and Organization and Executive Compensation (Chair) |

  9. Class III Nominee Directors for Terms Expiring in 2029

    Mr. Partain is the former President and Co-Chief Investment Officer of Duff & Phelps Investment Management Co., a position he held from 2005 until December 2020. Previously, Mr. Partain served as Executive Vice President of Duff & Phelps. Earlier, he was with Duff & Phelps Investment Research Co., where he served as the Director of Utility Research, Director of Equity Research, and Director of Fixed Income Research. Mr. Partain also previously served as President and Chief Executive Officer of DNP Select Income Fund Inc. (DNP), from 2001 to March 2021, and was Chief Investment Officer of DNP from 1998 to 2017. He also served as President and Chief Executive Officer of Duff & Phelps Utility and Corporate Bond Trust Inc. (DUC) and DTF Tax-Free Income Inc. (renamed DTF Tax-Free Income 2028 Term Fund Inc. in 2022) (DTF) from 2004 to March 2021 and President and Chief Executive Officer of Duff & Phelps Utility and Infrastructure Fund Inc. (DPG) from 2011 to March 2021. DNP, DTF and DPG (and formerly DUC until its merger with DNP in 2021) are part of a single “fund complex” of registered investment companies under SEC rules that share a common board of directors (the Duff & Phelps Fund Complex). Mr. Partain previously served as a director of the Duff & Phelps Fund Complex until March 2022, having served as a director of DNP and DTF since 2007 and DPG since 2011 (he also served as a director of DUC from 2007 to 2021). Prior to joining Duff & Phelps, Mr. Partain held financial and regulatory positions with Gulf States Utilities Company. Mr. Partain serves on the Board of NW Natural and has served on the Board of Directors of Otter Tail Corporation (Nasdaq: OTTR), an electricity and energy services company, since 1993 and as its Chair since 2011. Mr. Partain is a past National Association of Corporate Directors (NACD) Board Leadership Fellow. He earned a BS and MBA from Sam Houston State University. Mr. Partain is a Chartered Financial Analyst (CFA) and a member of the CFA Society of Chicago. Mr. Partain brings to the NW Holdings Board significant board oversight and executive leadership, financial, strategic and governance expertise as a result of his many years of experience at Duff & Phelps. Mr. Partain’s service as Chair of the Board of Otter Tail Corporation enables him to provide important insight and advice to the Board on a wide range of matters related to the utility and energy industry, including in areas of renewable energy, decarbonization and sustainability. He additionally brings to the Board extensive knowledge of the utility industry gained from over 30 years of providing utility investment research and management services to institutional clients of Duff & Phelps and from his roles with Gulf States Utilities Company, and he is well positioned to advise management on matters of business strategy, growth and development, finance and capital markets, human capital management, and executive compensation. Mr. Partain’s deep industry knowledge, as well as his financial, governance and executive experience, strengthen the Board’s collective knowledge, capabilities and experience.

  10. Members of the Board of Directors Continuing in Office

    Members of the Board of Directors Continuing in Office

  11. Class I Directors With Terms Expiring in 2027

    Class I Directors With Terms Expiring in 2027

  12. Class I Directors With Terms Expiring in 2027

    | | Monica Enand Founder and Former Chief Executive Officer, Zapproved, Inc., Portland, Oregon Age: 54 Director since: 2019 Board Committees: Finance (Chair), Governance, and Public Affairs and Environmental Policy |

  13. Class I Directors With Terms Expiring in 2027

    In 2008, Ms. Enand founded Zapproved, Inc., a cloud-based software provider for corporate legal departments, where she served as Chief Executive Officer until February 2023 following the acquisition of Zapproved by Exterro. Prior to founding Zapproved, she was the Director of Business Development and Marketing at Avnera Corporation, a fabless semiconductor manufacturer. Ms. Enand has also held sales and marketing positions at IBM and was a program manager in the compiler and architecture group at Intel. Ms. Enand also serves as a board member of NW Natural. Additionally, she currently serves as Chair of the Board of Curity and sits on the boards of Nextpoint, Inc., the Oregon Community Foundation, where she chairs the Investment and Audit Committees, and Project Wayfinder. She is also an Oregon Business Council Fellow. Ms. Enand has previously served as Chair of Auth0 and Technology Association of Oregon, and as a member of Oregon Growth Board, Oregon Innovation Council, and Oregon Investment Council. She received the 2018 Sam Blackman Award for Civic Engagement, the 2016 Portland Business Journal Entrepreneur of the Year Award and the 2010 Portland Business Journal Orchid Award for achievement for women in business. Ms. Enand earned a bachelor’s degree in computer engineering from Carnegie Mellon University and a Masters of Business Administration from the University of Portland. Ms. Enand brings to the NW Holdings Board entrepreneurial and executive expertise from her more than a decade of experience founding and leading Zapproved, as well as substantial technological background from years of working in the technology industry. Ms. Enand’s current and previous professional and management experiences in technology, business development, sales, and marketing allow Ms. Enand to provide oversight of, and contribute important insights on, the Company’s strategy and strategic direction, business development, growth and expansion activities, mergers and acquisitions, business diversification, change management, cyber and information security, finance, compliance, human capital management, marketing and sales, and customer experience and support, which strengthens the Board’s collective knowledge, capabilities and experience.

  14. Class I Directors With Terms Expiring in 2027

    | | Justin B. Palfreyman President and Chief Executive Officer, NW Holdings Chief Executive Officer, NW Natural, Portland, Oregon Age: 47 Director since: 2025 Board Committees: None |

  15. Class I Directors With Terms Expiring in 2027

    Mr. Palfreyman is President and Chief Executive Officer of NW Holdings and Chief Executive Officer of NW Natural, effective as of April 1, 2025. From May 2023 to March 2025, Mr. Palfreyman served as President of NW Holdings and NW Natural. He previously served as Senior Vice President, Strategy and Business Development of NW Natural from February 2023 to May 2023, and from 2016 to 2023, he was Vice President, Strategy and Business Development of NW Natural. Before joining NW Natural, he was with Lazard, Freres & Co., a global financial advisory and asset management firm, serving as a Director in Lazard’s Power, Energy & Infrastructure Group from 2009 to 2016. In that position, he provided strategic and financial advice to corporations, institutional investors, private equity funds and government clients. Prior to Lazard, Mr. Palfreyman was an associate in the Infrastructure Investment Banking Group at Goldman Sachs in New York. He has also held various positions in finance, strategy and business development at both Apex Learning and Accenture in Seattle, Washington. In addition to serving on the Boards of NW Holdings and NW Natural, Mr. Palfreyman is a member of the Board of Directors for various NW Holdings’ subsidiaries, including NW Natural Renewables Holdings, LLC, SiEnergy Operating, LLC (SiEnergy) and NW Natural Water Company, LLC (NW Natural Water) and their respective subsidiaries. Mr. Palfreyman currently serves as a board member of the American Gas Association (AGA), a board trustee of the American Gas Foundation, a board member of the Oregon Business Council and a board member of CASA for Children of Multnomah, Washington, Columbia and Tillamook Counties, having been the past President. Mr. 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. Mr. Palfreyman serves a key leadership role on the Boards of NW Holdings and NW Natural and provides the Boards with in-depth knowledge of each area of NW Holdings’ and NW Natural’s business, its finances and operations, the energy and utilities industries generally, and the Company’s strategy, challenges and opportunities. He acts as the principal intermediary between management and the non-management directors of our Board. Mr. Palfreyman has served in several key officer roles at NW Natural over the past decade, which enables him to provide important insights on the Company’s business, operations and strategy as well as matters relating to the energy and utilities industries generally, including gas, water and renewables. Additionally, his extensive professional experience enables him to provide valuable guidance on matters related to strategy, business development, risk oversight, mergers and acquisitions, growth, and operations. Mr. Palfreyman’s insights from his position as Chief Executive Officer as well as his other roles and experiences, strengthen the Board’s collective knowledge, capabilities and experience.

  16. Class I Directors With Terms Expiring in 2027

    | | Malia H. Wasson Chair of the Board, NW Holdings and NW Natural, Portland, Oregon Chief Executive Officer, Sand Creek Advisors LLC, Portland, Oregon Age: 67 Director since: 2014 Board Committees: Audit, Governance, and Organization and Executive Compensation |

  17. Class I Directors With Terms Expiring in 2027

    Since March 2015, Ms. Wasson has been the Chief Executive Officer of Sand Creek Advisors LLC, which provides business consulting to chief executive officers of public and private companies. Previously, Ms. Wasson was an Executive Vice President of Commercial Banking at U.S. Bank, N.A., and served as President of U.S. Bank’s Oregon and Southwest Washington operations from 2005 to 2015. She also led the U.S. Bank, N.A. Advisory Board in Portland, Oregon. Ms. Wasson is a 33-year veteran of the banking industry. Prior to joining U.S. Bank in 1989, she held various commercial lending positions with the former Oregon Bank and Security Pacific Bank of Oregon. Ms. Wasson was elected as Chair of the Boards of NW Holdings and NW Natural in August 2021. Ms. Wasson currently serves on the Board of Directors of Columbia Sportswear Company (Nasdaq: COLM), where she is Chair of the Audit Committee and serves on the Nominating and Corporate Governance Committee. Ms. Wasson formerly served on the boards of Oregon Health & Science University Foundation, Inc., OHSU Knight Cancer Institute, Portland Business Alliance, Greater Portland Inc., Portland Mall Management, Inc., SOLVE Founders’ Circle and the American Red Cross-Oregon Trail Chapter and was past Chair of the Oregon Business Plan and Oregon Business Council. She also serves as a Senior Fellow at American Leadership Forum. Ms. Wasson holds a Bachelor of Science and Commerce degree in finance from Santa Clara University. Ms. Wasson brings to the NW Holdings Board extensive experience in commercial banking, finance and accounting and remarkable local and regional experience. Ms. Wasson’s management and leadership roles in the banking industry as well as her strong community presence position her to provide insight and advice to the Board on a wide range of financial, accounting, commercial and local and regional strategic matters, including, but not limited to, regulated industry, mergers and acquisitions, consumer and commercial businesses, public and government policy and relations, human capital management and diversity, media relations, marketing, change management and compliance. In addition, Ms. Wasson’s service as Chair of the Audit Committee of Columbia Sportswear and prior service as Chair of the Audit Committee of NW Natural and NW Holdings highlights her substantial experience in finance and accounting matters, which has led the Board to determine that she is an “audit committee financial expert” as defined by the SEC rules. Ms. Wasson’s experience enables her to provide valuable guidance to the Board on accounting, finance, risk oversight, business strategy and development, and corporate governance. Together with her background in commercial banking and regulation and her strong community ties, this experience strengthens the Board’s collective knowledge, capabilities and expertise.

  18. Class II Directors With Terms Expiring in 2028

    Class II Directors With Terms Expiring in 2028

  19. Class II Directors With Terms Expiring in 2028

    | | Sandra McDonough Former President and Chief Executive Officer, Oregon Business & Industry, Portland, Oregon Age: 71 Director since: 2022 Board Committees: Audit, Governance, and Public Affairs and Environmental Policy (Chair) |

  20. Class II Directors With Terms Expiring in 2028

    Since September 2021, Ms. McDonough has been the owner of Quetzal Consulting, a business consulting firm. From 2018 to 2021, Ms. McDonough served as President and CEO of Oregon Business & Industry (OBI), Oregon’s largest statewide general business organization, with members across the state representing a wide variety of industries. Before joining OBI, Ms. McDonough served as President and CEO of the Portland Business Alliance, Greater Portland’s Chamber of Commerce for 14 years. Ms. McDonough previously worked in the energy industry for two decades, including as a Vice President, External Affairs, for PG&E National Energy Group and Vice President, Communications and External Affairs, for PG&E Gas Transmission Northwest, both companies being former operating units of San Francisco-based PG&E Corporation. Earlier, Ms. McDonough worked for PacifiCorp, holding positions in Oregon and Washington, D.C. Ms. McDonough currently serves on the boards of NW Natural and the non-profit New Avenues for Youth. She also serves on the Oregon advisory board for Regence and is a senior fellow of the American Leadership Forum/Oregon. She previously served on the Oregon advisory board for U.S. Bank National Association. She holds two bachelor’s degrees from the University of Oregon. Ms. McDonough brings to the NW Holdings Board extensive experience in governmental and public affairs through her leadership of OBI and the Portland Business Alliance, allowing her to contribute valuable insights on policy development and governmental relations. In addition, her strong community ties and familiarity with the Oregon business landscape position her to provide oversight on matters related to the local economy, business environments, and the communities served by NW Natural and NW Holdings. Her breadth of experience and leadership, including two decades of experience in the energy industry, positions her to provide insights to the Board and management on a wide variety of matters, including, but not limited to: utility operations, regulatory matters, change management, decarbonization, sustainability and climate change, and business development and strategy, all of which strengthen the Board’s collective knowledge, capabilities and experience.

  21. Class II Directors With Terms Expiring in 2028

    | | Jane L. Peverett Former President and Chief Executive Officer, British Columbia Transmission Corporation, Vancouver, British Columbia, Canada Age: 67 Director since: 2007 Board Committees: Audit (Chair), Governance, and Organization and Executive Compensation |

  22. Class II Directors With Terms Expiring in 2028

    From 2005 to January 2009, Ms. Peverett served as President and Chief Executive Officer of British Columbia Transmission Corporation (BCTC), an electric utility in Vancouver, British Columbia. Between 2003 and 2005, she served as Chief Financial Officer of BCTC. Prior to joining BCTC, from 1988 through 2003, Ms. Peverett held various senior positions with Westcoast Energy Ltd., including serving as President and Chief Executive Officer of Union Gas Limited, a Westcoast Energy company, between 2001 and 2003. Ms. Peverett currently serves on the Boards of Directors of NW Natural, Suncor Energy Inc. (Suncor) ((NYSE: SU)(TSX: SU)), Capital Power Corporation (TSX: CPX), and Canadian Pacific Kansas City (formerly Canadian Pacific Railway Limited) ((NYSE: CP)(TSX: CP)). She currently serves as a member of the Audit and Finance Committee of Canadian Pacific Kansas City, where she previously served as Chair, on the Audit and Health, Safety & Environment Committees of Capital Power, and on the Audit and Governance Committees of Suncor. Ms. Peverett additionally serves as Chair of the CSA Group (formerly the Canadian Standards Association). Ms. Peverett has also previously served on the Board of Directors of Canadian Imperial Bank of Commerce (CIBC) ((NYSE: CM)(TSX: CM)) from 2009 to 2023. She has also previously served on the boards of Hydro One Inc., AEGIS, Encana Corporation, Postmedia Network Canada Corp., BC Ferry Authority, BC Ferries Services, Inc. (BC Ferries), and the United Way of Lower Mainland, also serving as Chair of BC Ferry Authority, Chair of the Corporate Governance Committee and a member of the Audit Committee at CIBC, and as Chair of the Audit Committee of Encana Corporation. Ms. Peverett earned a Bachelor of Commerce degree from McMaster University and a Master of Business Administration degree from Queen’s University. She is a certified management accountant. Ms. Peverett’s extensive senior management experience at Union Gas Limited of Chatham, Ontario, a natural gas distribution, storage and transmission company, and BCTC, the entity responsible for managing British Columbia’s publicly-owned electrical transmission system, as well as her board experience at Capital Power Corporation, a North American power producer, Suncor, a global integrated energy company, Canadian Pacific Kansas City and NW Natural, and her prior board experiences at Hydro One Inc., one of North America’s largest electricity delivery companies, AEGIS, Encana Corporation, Postmedia Network Canada Corp., and BC Ferries, position her to provide oversight of and advise management on a wide range of natural gas and energy industry strategic and regulatory matters. In addition, Ms. Peverett’s other board experiences, including as Chair of the Audit and Finance Committee of Canadian Pacific Kansas City, member of the Audit and Governance Committees of Suncor, former Chair of the Corporate Governance Committee and Audit Committee of CIBC, former Chair of the Audit Committee of Encana Corporation, and a former Audit Committee member of Postmedia Network Canada Corp., enable her to provide effective oversight of management and insight into a wide variety of corporate governance, risk oversight, change management, and financial matters. Ms. Peverett’s extensive knowledge of and training in finance and accounting matters has led the Board to determine that she is an “audit committee financial expert” as defined by the SEC rules. Her cumulative experience strengthens the Board’s collective knowledge, capabilities and experience.

  23. Class II Directors With Terms Expiring in 2028

    | | Charles A. Wilhoite Managing Director, Willamette Management Associates, Inc., Portland, Oregon Age: 61 Director since: 2018 Board Committees: Audit, Governance (Chair), and Organization and Executive Compensation |

  24. Class II Directors With Terms Expiring in 2028

    Since 1990, Mr. Wilhoite has worked for, and since 1995 has been a Managing Director of, Willamette Management Associates, Inc., a consulting firm in the fields of business valuation, forensic analysis, and transaction financial advisory services, which firm was acquired by Citizens Financial Group in September 2021. Before his tenure at Willamette Management Associates, Inc., he was a Senior Auditor at KPMG. Mr. Wilhoite currently serves as a member of the Board of Trustees of Meyer Memorial Trust, Board Chair of Legacy Health, and serves as a board member of NW Natural, the Jensen Quality Growth Fund (JENSX), Portland Metropolitan Chamber (formerly Portland Business Alliance), Oregon Business Council, W. Lease Lewis, 4G Clinical, and the National Association of Corporate Directors Northwest Chapter. He also serves as an advisory board member of Black Business Warehouse and was appointed by former Oregon Governor Kate Brown as a member of a blue-ribbon task force to evaluate state and local debt to the Oregon Public Employees Retirement System (PERS). Mr. Wilhoite has previously served as Commissioner and Chair of the Board of the Portland Development Commission (PDC) and the City Charter Review Commission. He is also a past Chair of the Portland Business Alliance, Oregon Health & Science University, SMART, Urban League of Portland, and Meyer Memorial Trust, past Chair of the Portland Police Bureau Budget Advisory Committee, and past Chair and member of The Nature Conservancy of Oregon, Inc. Mr. Wilhoite also previously served on the Boards of PacificSource Health Plans, U.S. Bank of Oregon, the Oregon State Bar, Jesuit High School Portland, Portland State University Foundation, Oregon Health & Science University Medical Group, the Oregon Housing Stability Council, Oregon Investment Council, and the Federal Reserve Bank of San Francisco-Portland Branch, and served as an Economic Advisory Council Member of the Federal Reserve Bank of San Francisco. Mr. Wilhoite earned a Bachelor of Science degree in accounting and a Bachelor of Science degree in finance, both at Arizona State University. He is a certified public accountant, with accreditations in business valuation and financial forensics. His other accreditations are from various financial governing bodies and include certifications in chartered global management accounting, management accounting, financial management, business valuation and appraisal, and fraud examination. Mr. Wilhoite brings to the NW Holdings Board extensive experience, as well as financial accreditations, in business valuation, finance and accounting, developed from over 35 years of experience as a consultant with Willamette Management Associates, his position as a Senior Auditor with KPMG, and current and former service in numerous regional and local economic and business organizations, including the Federal Reserve Bank of San Francisco-Portland Branch, the Portland Business Alliance, the Oregon Business Council, the Oregon Housing Stability Council, the Portland Development Commission, and the Portland Police Bureau Budget Advisory Committee, positioning him to provide oversight and advice to the Company on financial, accounting, and strategy topics including, but not limited to, mergers and acquisitions, growth and diversification, risk and consumer and commercial businesses. Mr. Wilhoite also has served as Managing Director of Willamette Management Associates, Inc. for over three decades, thereby giving him entrepreneurial and marketing insight valuable to the Board. His experience in highly regulated industries, including his service as a member of the Boards of Directors of Legacy Health and Oregon Health & Science University, and his former service as a member of the Board of Directors of PacificSource, enables him to provide management oversight on subjects including public and government policy and relations, compliance and regulation. Furthermore, Mr. Wilhoite’s strong community presence positions him to provide important guidance to the Board on local and regional strategic matters, and provides an important connection between NW Holdings and the communities it serves. Mr. Wilhoite’s cumulative experience has led the Board to determine that he is an “audit committee financial expert” as defined by the SEC rules. Mr. Wilhoite’s extensive knowledge and experience of finance, accounting and regulated industry, along with his strong community ties strengthen the Board’s collective knowledge, capabilities and experience.

  25. Class II Directors With Terms Expiring in 2028

    | | Mary E. Ludford Former Deputy Chief Security Officer, Exelon Corporation, Couderay, Wisconsin Age: 66 Director since: 2024 Board Committees: Audit and Finance |

  26. Class II Directors With Terms Expiring in 2028

    From 2018 until her retirement in 2020, Ms. Ludford served as Deputy Chief Security Officer for Exelon Corporation, a provider of utility services in the United States. Ms. Ludford previously served as Vice President, Corporate Operations of Exelon from 2016 to 2018, and as Chief Audit Executive of Exelon from 2010 until 2016. At PECO Energy (an Exelon company), Ms. Ludford served from 2009 to 2010 as Vice President of Smart Grid and Smart Meters, as Vice President of Customer Operations from 2007 to 2009, and as Vice President Finance from 2006 to 2007. She additionally served as Vice President of Customer Financial Operations at Commonwealth Edison and PECO Energy from 2005 to 2006. Prior to 2005, Ms. Ludford held a variety of roles of increasing responsibility and complexity in the energy industry. Ms. Ludford currently serves on the Boards of NW Natural and Otter Tail Corporation (Nasdaq: OTTR), where she also serves on its Audit and Corporate Governance Committees. She holds a Master of Business Administration from the Quinlan School of Business at Loyola University Chicago and a Bachelor of Business from Western Illinois University. Ms. Ludford’s extensive senior management experience at Exelon Corporation positions her to provide valuable guidance and insight on a wide range of operational, strategic and regulatory matters impacting the energy and utility industries. In addition, her professional and board experience, including as a member of the Audit Committee of Otter Tail Corporation, enable her to provide important oversight of a variety of financial, accounting, auditing, risk management, change management, and cybersecurity matters. Ms. Ludford’s cumulative experience has led the Board to determine that she is an “audit committee financial expert” as defined by the SEC rules. Ms. Ludford’s extensive knowledge and experience in finance, accounting and energy and utility industry matters strengthen the Board’s collective knowledge, capabilities and experience. Corporate Governance

  27. CORPORATE GOVERNANCE STANDARDS

    | • | Governance Committee recommendations regarding director compensation. Directors who are also employees of NW Holdings or NW Natural receive no additional compensation for their service as directors. |

  28. 2025 Pay and Performance Highlights

    | (2) To incentivize executive actions that are aligned with the long-term best interest of our business and shareholders, the OECC has authority under the EAIP to authorize adjustments to performance measure calculations to take into account unanticipated circumstances or significant, non-recurring or unplanned impacts as the OECC determines is appropriate. The OECC exercised this authority in 2025 with respect to net income under the EAIP. Please refer to page 32 for further information regarding these adjustments. |

  29. Compensation Philosophy and Guiding Principles

    | • | Pay for the desired results by appropriately balancing short- and long-term incentive measures; |

  30. Compensation Philosophy and Guiding Principles

    | • | Reviews performance goals prior to inclusion in executive compensation plans; |

  31. Compensation Philosophy and Guiding Principles

    | • | Reviews achievement of goals prior to determining incentive compensation payouts; |

  32. Compensation Philosophy and Guiding Principles

    | • | Leads the CEO’s mid-year and annual performance reviews, incorporating full Board feedback; |

  33. Compensation Philosophy and Guiding Principles

    | • | Periodically evaluates the performance of its executive compensation consultant and considers consultant selection approximately every five years; |

  34. Role of the Compensation Consultant

    Role of the Compensation Consultant For 2025, the OECC engaged Pay Governance, an independent compensation consulting firm (Consultant), to provide guidance to the OECC on the design, operation and competitiveness of our compensation programs. The Consultant reports directly to the OECC Chair. At the direction and under the guidance of the OECC Chair, the Consultant provides data and analysis that is used to develop recommendations for executive compensation programs to submit to the OECC for its consideration. Among other matters, the Consultant provides advice regarding:

  35. Role of the Compensation Consultant

    | • | External market factors relevant to the Company’s compensation programs; |

  36. Role of the Compensation Consultant

    | • | The inclusion of compensation program elements; |

  37. Role of the Compensation Consultant

    | • | The design and operation of the executive incentive plans; |

  38. Role of the Compensation Consultant

    | • | Policies for allocating between long-term, short-term and currently paid compensation; |

  39. Role of the Compensation Consultant

    | • | Policies for allocating between cash and equity compensation, and among the different forms of equity compensation; and |

  40. Role of the Compensation Consultant

    | • | The basis for allocating to each of the two primary types of long-term compensation award opportunities. |

  41. Role of the Compensation Consultant

    The OECC reviews the engagement, performance and independence of its Consultant periodically, and as part of that process, reviews a summary of all services provided to NW Holdings by the Consultant, the percentage of the total fees paid by NW Holdings in relation to the total revenues of Consultant, any business or personal relationships the Consultant may have with any member of the OECC or any executive officer of NW Holdings, NW Holdings stock owned by the Consultant or any member of Consultant working on the NW Holdings account, and internal policies and procedures of the Consultant in place to maintain the objectivity, independence and separation between compensation consulting and investment advisory services, including, but not limited to, the Consultant’s code of business conduct requirement that all the Consultant’s associates must report any potential conflicts of interest. The Consultant does not provide any services to NW Holdings other than executive compensation consulting.

  42. How Compensation Decisions Are Made

    How Compensation Decisions Are Made Guided by its Remuneration Philosophy and Company performance, the OECC begins by reviewing each component of executive compensation for the NEOs using the median of peer proxy data, energy service company survey data, and general industry survey data as guides for each relevant position. For 2025, the Consultant recommended, and the OECC approved, a peer group of the following 18 gas, electric, water and combination utilities, based on industry, company type/geography, size (including revenues and market capitalization) and other qualitative factors. For 2025, the OECC selected the following companies to serve as our compensation peer group, and the Consultant provided compensation data from the most recent proxy statements of these peer companies:

  43. How Compensation Decisions Are Made

    | 2025 Peer Group | | | | American States Water Company | Essential Utilities, Inc.* | Portland General Electric Company* | | Atmos Energy Corporation* | IDACORP, Inc. | H20 America (formerly, SJW Group) | | Avista Corporation | MGE Energy, Inc. | Southwest Gas Holdings, Inc.* | | California Water Service Group | Northwestern Energy Group, Inc. | Spire Inc.* | | Chesapeake Utilities Corporation | ONE Gas, Inc. | TXNM Energy, Inc.* | | Clearway Energy, Inc. | Otter Tail Corporation | Unitil Corporation |

  44. How Compensation Decisions Are Made

    | * In 2025, for the CEO, the Consultant additionally presented the OECC with a subset of peer market data, which excluded the Company’s six largest peers by revenue and market capitalization (each of those excluded peers is marked above with an asterisk). |

  45. How Compensation Decisions Are Made

    | • | The retention value of long-term incentives before vesting; |

  46. How Compensation Decisions Are Made

    | • | The value of long-term incentives needed to ensure that executives are focused on absolute share price appreciation over the long-term; |

  47. Elements and Objectives of our Executive Compensation Program for 2025

    | | Compensation Element | Objective(s) | Key Features | | | Base Salaries | • Competitive compensation foundation • Recognize leadership responsibilities and position value | • Generally targeted at median of applicable market data with adjustments for experience, relative position, skill marketability, retention, and performance | | | Executive Annual Incentive Plan | • Drive achievement of annual financial, operational and strategic performance goals, aligning pay with performance | • 70% Company Performance Factor (71.43% Net Income and 28.57% Operations) • 30% Priority/Individual Goals (including a ROIC component) | | | Long-Term Incentive Awards | • Drive key long-term business results that align with shareholder value over the long term • Align executives’ interests with shareholders’ interests • Reward executives for driving long-term performance • Encourage executive stock ownership | • Target allocation of 35% Restricted Stock Units with performance threshold and 65% 3-year Performance Share Awards • Formula for performance share awards is based on achieving ROIC threshold, 3-Year Cumulative EPS, and a +/- 25% modifier based on Relative Total Shareholder Return (TSR) • RSUs vest over 3 years, if ROE performance threshold is met • Double-trigger change-in-control vesting • 100% of long-term equity awards contingent on financial performance | | | Executive Health, Welfare and Retirement Benefits | • Provide executives reasonable and competitive benefits commensurate with those provided to non-union employees • Encourage savings for retirement • Allow for attraction and retention of experienced mid-career hires • Mitigate the impact of limits on qualified plan benefits imposed by the Internal Revenue Code | • 401(k) Plan and non-qualified deferred compensation plans allow for certain matching contributions on deferrals • For executive officers employed prior to 2007, qualified and, for those officers appointed prior to 2019, supplemental non-qualified pension benefits • Executive officers hired after 2006 are eligible for supplemental contributions to 401(k) Plan and non-qualified deferred compensation plan accounts | | | Change-In-Control Arrangements | • Ensure attention and dedication to performance without distraction in the circumstance of a potential change in control • Enables executives to maintain objectivity with respect to merger or acquisition offers | • Double trigger change-in-control severance agreements without any tax gross up |

  48. 2025 Allocation of Current versus At-Risk Compensation

    2025 Allocation of Current versus At-Risk Compensation We believe our executive compensation programs provide executive officers with a balanced mix of market-competitive base salaries and pay “at risk”. The majority of our executives’ pay is in the form of variable compensation that is “at risk” based on achieving short-term and long-term performance goals, which are designed to drive shareholder value. At risk components include annual incentive cash awards and long-term incentive awards which include Performance Share Awards (PSAs) and restricted stock units (RSUs). The portion of total direct compensation designed to be paid in base salary versus pay at risk depends upon the executive’s position and the ability of that position to influence outcomes, as well as market factors. The CEO has the largest portion of pay at risk. The charts below illustrate the components of target total direct compensation in 2025 for the CEO and for the other NEOs. Pay at risk represented 74% of total target direct compensation for the CEO and averaged 60% for the other NEOs.

  49. Overview of CEO Compensation

    | | | Market Data(1) | | | Compensation Component | Target Amount | Median of Relevant Market Data | Percent Target is Above or (Below) Market Data | | Salary | $850,000 | $874,000 | (3)% | | Total Cash Compensation | 1,615,000 | 1,663,000 | (3)% | | Targeted Value of Long-Term Incentives(2) | 1,700,095 | 2,052,000 | (17)% | | Total Compensation | 3,315,095 | 3,715,000 | (11)% |

  50. Overview of CEO Compensation

    | (2) Includes RSUs and Performance Shares granted in 2025. The value of each RSU and Performance Share is based on a grant value of $39.72, which was the price per share assumed by the OECC when making the grants. |

  51. Base Salaries

    As part of its salary review, the OECC considered applicable market data for each NEO’s functional position and areas of responsibility and applied an adjustment to Mr. Kaszuba’s position, reflecting his additional responsibilities for the information technology, business development, project management office and purchasing; an adjustment to Ms. Saathoff’s position comparator to reflect additional responsibilities of rates, regulatory affairs and security and facilities; and an adjustment to Ms. Rush’s position comparator to reflect additional responsibilities for NW Natural profit and loss oversight and serving as the public face of the gas company. The OECC set base salaries for all NEOs after application of these adjustments and consideration of applicable median market information and other relevant factors, including each NEO’s areas of responsibility, professional experience and tenure.

  52. Executive Annual Incentive Plan

    Executive Annual Incentive Plan The EAIP ties executive pay to achievement of annual financial, operating and individual performance goals.(5) Participation in the EAIP, as of December 31, 2025, was limited to 14 participants, who were all employed by NW Natural, including the NEOs. Awards approved by the OECC are paid by March 15 of the following year, and are subject to “clawback” under the Company’s Compensation Recovery Policy. Target and actual awards in dollars, for 2025 incentive awards paid in 2026, are set forth in the table below.

  53. Executive Annual Incentive Plan

    | Named Executive Officer | Target Award % of Base Salary(1) | Target Award Amount(1) | Actual Award as % of Target Award | Actual Award Amount | | Justin B. Palfreyman | 90% | $765,000 | 139% | $1,060,000 | | David H. Anderson(2) | 90% | 195,214 | 133% | 259,000 | | Raymond J. Kaszuba III | 60% | 327,600 | 144% | 472,000 | | MardiLyn Saathoff | 50% | 243,500 | 138% | 336,000 | | Kimberly H. Rush | 50% | 256,500 | 140% | 359,000 | | Megan H. Berge(3) | 40% | 136,336 | 139% | 190,000 |

  54. Executive Annual Incentive Plan

    | (1) Maximum award amount is 175% of target award amount. |

  55. Executive Annual Incentive Plan

    | (5) The financial goals and performance measures in our compensation plans are based on the consolidated enterprise, NW Holdings, the ultimate parent and publicly traded company. Because our executive officers are employed by NW Natural, and NW Natural is currently NW Holdings’ largest operating subsidiary and contributes the majority of its financial results, certain operational metrics in our compensation plans are tied to NW Natural’s performance. These measures, targets, and goals are designed specifically for incentive compensation programs and should not be interpreted as management’s representations of NW Holdings’ or NW Natural’s financial performance for the periods covered or indicative of future financial or operational performance for either NW Holdings or NW Natural. |

  56. Executive Annual Incentive Plan

    | (2) Mr. Anderson’s award was pro-rated to reflect his retirement date of April 1, 2025. Had Mr. Anderson been employed for the full year, his actual EAIP award would have been $1,038,000. Mr. Anderson’s actual award as a percentage of target award reflects his pro-rated target award for the portion of the year that he was employed by NW Natural. |

  57. Executive Annual Incentive Plan

    | (3) Ms. Berge’s award was pro-rated to reflect her hire date of February 24, 2025. Had Ms. Berge been employed for the full year, her actual EAIP award would have been $223,000. Ms. Berge’s actual award as a percentage of target award reflects her pro-rated target award for the portion of the year that she was employed by NW Natural. |

  58. Executive Annual Incentive Plan

    In determining total cash compensation (salary plus target annual award), the OECC considered each NEO’s functional position and areas of responsibility and applied the same adjustments to Mr. Kaszuba’s and Mses. Saathoff’s and Rush’s positions that were applied for purposes of base salary. The OECC set target total cash compensation after application of these adjustments and consideration of applicable median market information and other relevant factors, including each NEO’s areas of responsibility, professional experience and tenure. The formula for the EAIP total incentive award is as follows: The Net Income Factor and the Operations Factor represent 50% and 20%, respectively, of each participant’s total EAIP award. The OECC sets the Net Income and Operations Factor goals, ranges and targets each year taking into account the current economic and regulatory environment, management’s annual objectives, and the way in which those annual objectives fit within the larger strategic and growth goals for our businesses. Given the factors considered by the OECC, and the importance of retaining executive focus during challenging times, the ranges and targets may be higher or lower than in prior years. The OECC has authority to authorize adjustments to performance measure calculations to take into account unanticipated circumstances or significant, non-recurring or unplanned impacts as the OECC determines is appropriate. The OECC retains this authority as a compensation plan risk mitigation strategy to avoid circumstances where EAIP goals could incent executive actions that would not be aligned with the best interests of our businesses or shareholders long-term. The OECC has authority to recommend an award increase up to a maximum of 175% of the target when goals are exceeded or to reduce an executive’s performance-based award when goals are not achieved. The OECC exercised its authority in 2025 by adjusting 2025 Net Income upward by $8.8 million to $122,136,940, reflecting the exclusion of transaction and business development costs, including fees and expenses incurred in connection with the acquisitions of SiEnergy and Pines as well as the exclusion of severance expenses incurred in the fourth quarter of 2025 in connection with certain workforce restructuring activities (collectively, the Net Income Adjustments). In exercising this authority and consistent with its Compensation Philosophy, the OECC determined that management’s compensation should not be impacted by costs incurred in advancing strategic initiatives that support the Company’s long-term growth and shareholder value. In reaching this determination, the OECC noted that such costs were not reflected in the 2025 Net Income Factor Target approved by the OECC and were not indicative of core operating performance. Accordingly, the OECC determined that an adjustment was appropriate to preserve alignment between compensation outcomes and the OECC’s objective of aligning executives’ interests with those of NW Holdings’ shareholders. NET INCOME FACTOR The NW Holdings Net Income Factor is used to align executives’ interests with shareholders’ interests and in recognition of the importance earnings have in influencing our future stock price. Net income results, as adjusted by the Net Income Adjustments, are interpolated to determine the corresponding performance factor, up to a maximum of 175%. For 2025, Net Income Factor levels were:

  59. Executive Annual Incentive Plan

    | Minimum (50%) | Target (100%) | Maximum (175%) | | $106,022,026 | $117,802,251 | $126,048,409 or Greater |

  60. Executive Annual Incentive Plan

    Amounts less than $106,022,026 result in a 0% payout factor. NW Holdings net income for 2025, as adjusted by the Net Income Adjustments, was $122,136,940, resulting in a Net Income Factor equal to 139.4%. OPERATIONS FACTOR The OECC selected NW Natural operating goals of significant importance to public and employee safety and customer satisfaction, as well as supporting profitability and productivity to comprise the Operations Factor. These operating goals are substantially aligned with the incentive programs for all non-bargaining unit NW Natural employees. While each goal can contribute a goal rating between 0 and 200% multiplied by the assigned goal weight based on actual results, the aggregate of the Operations Factor is limited to a maximum of 175%. Actual results are interpolated to determine the performance factor for each goal. The Operations Factor was determined using the following formula: A summary of the operating goals for 2025, the weighting of each goal to the overall factor, and the 2025 goal performance rating achieved is set forth in the following table:

  61. Executive Annual Incentive Plan

    | Key Goals | Goal Description | Goal Performance Range (0%-200%) | Target (100%) Performance | Goal Weight in Operations Factor | 2025 Goal Rating Achieved | | Customer Satisfaction— Overall | Customer ratings of 9-10 for overall customer service | 74.00% - 80.00% | 78.00% | 16.667% | 138.50% | | Customer Satisfaction— Staff Interaction | Customer contact ratings of 9-10 for customer service representative or service technician interactions | 86.00% - 92.00% | 90.00% | 16.667% | 112.50% | | Market Growth | Total new meter sets | 6,545 - 8,085 | 7,700 | 16.667% | 49.00% | | Public Safety— Damages | Percentage of damage calls with response times of less than 45 minutes | 79.64% - 98.37% | 93.69% | 16.667% | 116.03% | | Public Safety— Odor Response | Percent of odor calls with response times of less than 45 minutes | 72.76% - 89.88% | 85.60% | 16.667% | 174.53% | | Employee Safety (Each factor weighted 50%) This factor will be 0 in the event of an on the job fatality due to a preventable safety incident. | DART Rate - Days Away Restricted Time | 2.47 - 1.75 | 1.85 | | | | | PMVC - Number of Preventable Motor Vehicle Collisions | 36 - 26 | 29 | 16.667% | 166.67% |

  62. Executive Annual Incentive Plan

    Lower-than-targeted meter growth was driven by a slowdown in residential new construction, reflecting broader economic and housing market conditions in NW Natural’s service territory. Combined, our operating performance in 2025 resulted in an Operations Factor of 126.2%. PRIORITY/INDIVIDUAL PERFORMANCE FACTOR Thirty percent of each NEO’s annual incentive target award is based on the Priority/Individual Performance Factor determined by individual performance goals, which include some significant “stretch” goals. In the case of the CEO, individual goals are determined by the OECC in consultation with the CEO. Whether the CEO has attained his goals is determined largely based on the OECC’s assessment, with input from the full Board, of the CEO’s performance. The other NEOs’ individual performance goals align with the CEO’s goals and support our strategic plans. The 2025 priority goals from which executives derive their Individual Performance Factors included a range of goals across NW Holdings and its subsidiaries, including:

  63. Executive Annual Incentive Plan

    | Our Exceptional People | Customer Focus and Operational Excellence | Sustainable Growth | | • Sustained strong employee engagement • Advancement of employee safety programs and achievement of employee safety goals • Execution of certain employee recruitment, retention and development initiatives • Execution of our civic engagement and philanthropy plans to support our communities | • Enhance safety and reliability by completion of certain specified distribution system and storage projects, achieve damage prevention improvements and continue to execute on pipeline safety and resilience strategy • Advance customer satisfaction goals and continued improvement of customer service, experience and field strategies • Advance certain operational goals, including with respect to damages and compressor availability • Advance key information technology and cybersecurity initiatives • Successfully manage facilities, real property assets and business continuity programs | • Achievement of EPS, ROIC, net income, credit ratings, capital expenditure and investor relations goals • Execution of corporate M&A and business development priorities, including integration of SiEnergy • Execution of our customer growth objectives across our businesses • Successful execution of our financing strategies • Achievement of key milestones related to the expansion of the North Mist storage facility |

  64. Executive Annual Incentive Plan

    | Constructive Policy and Regulation | Environmental Leadership | | • Achievement of constructive regulatory objectives, including execution of NW Natural’s Oregon general rate case filed in December 2024 • Execute on NW Natural Water rate case strategy • Execute our carbon compliance strategy, including the Climate Commitment Act in Washington and Climate Protection Program in Oregon | • Advance remediation of, and recovery of costs related to certain NW Natural environmental sites • Execute and communicate the Company’s strategies related to sustainability and corporate responsibility • Execute on the Company’s renewable natural gas (RNG) strategy and continue to assess a broader set of decarbonization resources including hydrogen blending and other pilot projects |

  65. Executive Annual Incentive Plan

    In addition to the above shared executive officer goals, Mr. Palfreyman identified 2025 CEO performance goals, which reflected NW Holdings’ strategic objectives across its businesses and provided a framework for evaluating Mr. Palfreyman’s performance through an enterprise-wide set of strategic, financial, operational and safety measures. These CEO goals included: continued effective leadership, including strengthening executive management team alignment, development, and succession planning, advancing strategy formulation and execution at NW Holdings and its subsidiaries, achieving targeted financial performance and operations and safety outcomes, and advancing the Company’s regulatory and other stakeholder engagement. The CEO evaluated the 2025 individual performance of each NEO on a scale from 0 to 175%, based on priority/strategic goals specifically identified for each NEO. A rating of 100% indicates goals, including a particular “stretch” goal, were met, while ratings between 100 and 175% indicate extraordinary performance or achievement of multiple “stretch” goals. The OECC, with input from the full Board, uses this same method of assessment to establish the year-end performance rating for the CEO. The OECC reviewed Mr. Palfreyman’s performance during the year, noting particularly strong performance with respect to his goals related to leadership and strategy formulation and execution, and above target performance with regard to financial performance, regulation, operations and safety, and stakeholder relations goals. The OECC calculated Mr. Palfreyman’s overall rating at 145.0% for Mr. Palfreyman’s individual performance. Performance ratings of the other NEOs ranged from 125.0% to 163.1% reflecting strong performance on individual goals in a challenging environment. Together with the Net Income Factor of 139.4% and Operations Factor of 126.2%, the priority/individual performance of the NEOs resulted in an overall average payout under the EAIP of 138.8% out of a possible 175% of target.

  66. Long-Term Incentives

    Long-Term Incentives The OECC considered the financial performance and alignment of NEO interests with shareholders when making decisions regarding long-term incentives. Specifically, the OECC noted:

  67. Long-Term Incentives

    | • | Long-term incentives are delivered in Company stock to further align this component of compensation with shareholder interests, with the value of awards tracking Company stock value, and long-term incentives comprising up to 56% of total direct compensation for the CEO and up to an average of 46% of total direct compensation for other NEOs. |

  68. Long-Term Incentives

    | • | The OECC’s desire to drive management’s accomplishment of a range of significant longer-term initiatives important to the long-term success of NW Holdings’ business. |

  69. Long-Term Incentives

    | • | The importance of leadership stability and retaining an experienced, engaged and focused executive team, particularly during times of significant leadership transition, as well as within the context of significant talent competition. |

  70. Long-Term Incentives

    In 2025, the long-term incentive portion of our executive compensation program consisted of two components: RSUs with performance threshold and Performance Share Awards (PSAs). For purposes of setting the targeted value of long-term incentives, the OECC uses the market price of NW Holdings common stock near the grant date. The OECC targeted an allocation of long-term incentive value for 2025 at approximately 35% RSUs with a performance threshold and 65% PSAs. The OECC believes the allocation between RSUs with a performance threshold and PSAs provides a balanced performance focus for executives. The targeted value of long-term incentives granted to the NEOs in 2025 were informed by the same considerations as all other components of compensation, and are displayed in the below table.

  71. Long-Term Incentives

    | | | RSUs with Performance Threshold(1) | | Performance Shares | | | Name | Targeted Value of Long-Term Incentives (LTI)(2) | Percent of Total Targeted LTI Value | Number of RSUs with Performance Threshold Granted | Percent of Total Targeted LTI Value | Target Number of Performance Shares | | Justin B. Palfreyman | $1,700,095 | 35% | 14,982 | 65% | 27,820 | | David H. Anderson | N/A | N/A | N/A | N/A | N/A | | Raymond J. Kaszuba III | 575,026 | 35% | 5,067 | 65% | 9,410 | | MardiLyn Saathoff | 499,956 | 35% | 4,407 | 65% | 8,180 | | Kimberly H. Rush | 450,067 | 35% | 3,966 | 65% | 7,365 | | Megan H. Berge | 350,211 | 35% | 3,087 | 65% | 5,730 |

  72. Long-Term Incentives

    | (1) Does not include off-cycle time-based RSUs to attract new employees, reward extraordinary performance, for retention purposes, or in recognition of promotions. |

  73. Long-Term Incentives

    | (2) The targeted value of each RSU and Performance Share is based on a share price of $39.72, which was the price per share assumed by the OECC when making the grants. |

  74. Long-Term Incentives

    PERFORMANCE SHARES The first component of our executives’ long-term compensation program is provided through Performance Share Awards (PSAs) under our LTIP. All of the NEOs participated in the PSA program in 2025, except for Mr. Anderson, who did not receive a long-term award in light of his planned retirement. The agreement for PSAs “claws back” any erroneously inflated payouts pursuant to NW Holdings’ Compensation Recovery Policy. PSAs are determined by multiplying the targeted PSA by a Performance Share Factor. For the 2025-2027 performance cycle (and 2024-2026 and 2023-2025 performance cycles), PSAs are determined as follows: ROIC Performance Threshold A three-year average ROIC threshold was established to focus executives on long-term return on invested capital, given the amount of capital that is deployed in utility operations. ROIC for each year in the performance period is defined as (i) NW Holdings’ net income for the year before interest income and expense divided by (ii) NW Holdings’ adjusted average long-term capital, consisting of the average of NW Holdings’ opening and closing shareholders’ equity plus long-term debt for the year. The average ROIC is then the average of the adjusted ROICs achieved in each of the three years of the performance cycle. In order for PSAs to be paid, the ROIC threshold must be satisfied. For PSAs made in 2025, the ROIC threshold is 4.63%. For PSAs made in 2024, the ROIC threshold is 4.26%. For PSAs made in 2023, the ROIC threshold is 4.21%. Once the ROIC threshold is met, the Performance Share Factor is determined by the following formula: 3-Year Cumulative EPS Component Three-Year Cumulative EPS was chosen to align executives’ interests with shareholder interests and to drive a focus on earnings over the three-year period. For this purpose, EPS is defined as NW Holdings’ diluted earnings per share. Performance is based on an EPS achievement percentage calculated by dividing NW Holdings’ cumulative EPS over the three-year performance period by the sum of the EPS targets set by the OECC during each of the three years in the performance period. The OECC determined to set EPS targets on an annual basis in February of each year of the cycle in light of the Company’s evolving business plan and the timing of investments and strategic initiatives, while still maintaining a cumulative, multi-year performance framework. The EPS payout factor is based on cumulative EPS achievement percentage as follows:

  75. Long-Term Incentives

    | Cumulative EPS Achievement Percentage | EPS Payout Factor | | less than 93% | 0% | | 93% | 40% | | 100% | 100% | | 105% or more | 185% |

  76. Long-Term Incentives

    3-Year Relative Total Shareholder Return (TSR) Modifier Relative TSR was chosen because it aligns executives’ interests with those of shareholders, as this is the amount a shareholder might receive from ownership in NW Holdings. Relative TSR measures the change in share price, assuming dividends are reinvested over the three-year period, using the three-month average daily closing price immediately prior to the start of the performance period and prior to the end of the performance period. The Relative TSR peer group consists of a designated peer group of natural gas local distribution companies and gas/electric utilities that continue to have publicly-traded common stock through December 31 of the final year of the 3-year performance cycle, excluding any peer company that is party to a signed acquisition agreement pursuant to which the stock or substantially all of the assets of the peer company will be acquired by a third party. The Relative TSR peer group for the 2025-2027, 2024-2026 and 2023-2025 performance cycles was selected by the OECC in consultation with the Consultant based on their comparable market capitalization, notable gas utility operations and strong trading correlations with NW Holdings and consists of the following companies:

  77. Long-Term Incentives

    | 2025 Performance Share TSR Peer Group(1) | | | | | Atmos Energy Corporation | MGE Energy, Inc. | Northwestern Corporation | Spire Inc. | | Avista Corporation | New Jersey Resources Corporation | ONE Gas, Inc. | Unitil Corporation | | Black Hills Corporation | NiSource Inc. | Southwest Gas Holdings, Inc. | |

  78. Long-Term Incentives

    | (1) South Jersey Industries, Inc. was included in the Relative TSR Peer Group for the 2023-2025 performance share cycle but was acquired in 2023 and was not included in the Relative TSR peer group for purposes of calculating relative TSR results for the 2023-2025 performance share cycle. |

  79. Long-Term Incentives

    Relative TSR modifier levels are based on the percentile rank of our TSR as compared to the TSR peer group and are as follows:

  80. Long-Term Incentives

    | Relative TSR Percentile Rank | Relative TSR Modifier | | less than 25% | 75% | | 25% to 75% | 100% | | more than 75% | 125% |

  81. Long-Term Incentives

    For the same reasons the OECC retained authority under the EAIP to adjust for certain extraordinary, non-recurring or unplanned impacts as the OECC determines is appropriate, the OECC designed the ROIC performance threshold and EPS component of the PSAs to permit the OECC to approve adjustments to take into account unanticipated circumstances or significant non-recurring or unplanned events, including but not limited to adjustments to eliminate the impact of changes in accounting principles, gain or loss on the sale of a business, impairments, tax impacts or tax rate changes. 2023-2025 Performance Share Results The Performance Share Factor for this period resulted in 119.6% of target, or 59.8% of a possible 200% total opportunity. Minimum, target, maximum and actual share awards for the 2023-2025 PSAs are set forth in the table below.

  82. Long-Term Incentives

    | Named Executive Officer | Minimum Share Award | Target Share Award | Maximum Share Award | Actual Share Award(1) | | Justin B. Palfreyman | — | 5,255 | 10,510 | 6,286 | | David H. Anderson(2) | — | 19,695 | 39,390 | 17,669 | | Raymond J. Kaszuba III | — | N/A | N/A | N/A | | MardiLyn Saathoff | — | 6,565 | 13,130 | 7,853 | | Kimberly H. Rush | — | 5,255 | 10,510 | 6,286 | | Megan H. Berge | — | N/A | N/A | N/A |

  83. Long-Term Incentives

    | (1) Share award amounts do not include cash dividend amounts paid. For actual 2023-2025 award cash value, including cash dividend amounts, see the “Option Exercises and Stock Vested During 2025” table, below. |

  84. Long-Term Incentives

    | (2) Mr. Anderson’s actual PSA for the 2023-2025 cycle was pro-rated to reflect his April 1, 2025 retirement. |

  85. Long-Term Incentives

    PSAs are performance-based and are not paid unless a ROIC threshold is met. Awards are based on achievement of a three-year cumulative EPS target as modified by the Company’s three-year TSR relative to a peer group. For the 2023–2025 performance share cycle, the OECC exercised the same adjustment authority applicable to PSAs that it retains under the Executive Annual Incentive Plan. For 2024, the OECC adjusted the EPS and ROIC components of the PSAs to exclude the impact of a $10.1 million after-tax non-cash charge resulting from the disallowance of undepreciated line extension costs ordered in NW Natural’s 2024 Oregon general rate case, as well as transaction expenses incurred in connection with the Company’s acquisition of SiEnergy. The OECC concluded that these items were not indicative of core operating performance, and, with respect to the 2024 regulatory disallowance, was outside of management’s control. Similarly, for 2025, the OECC adjusted the EPS and ROIC components to eliminate the impact of transaction and business development costs, including fees and expenses incurred in connection with the acquisitions of SiEnergy and Pines in 2025. For 2025 the OECC also excluded certain severance expenses incurred in the fourth quarter of 2025 in connection with workforce restructuring actions. The OECC determined that these costs advanced strategic initiatives undertaken to support the Company’s long-term growth and operational efficiency and, accordingly, management should not be discouraged from pursuing such initiatives. Combined, these “Performance Share Adjustments” increased cumulative EPS by $0.51 and increased Average ROIC by 0.21%. In exercising this authority and consistent with its Compensation Philosophy, the OECC sought to align incentive compensation outcomes with core operating performance, while neither insulating management from performance accountability nor discouraging the pursuit of strategic actions that the OECC believes are in the best interests of the Company and its shareholders. ROIC Performance Threshold For the 2023-2025 performance cycle, the three-year average ROIC threshold, which must be satisfied in order for the cycle to pay out, was set at 4.21%. The three-year average ROIC for the performance period was 5.74%, and as adjusted by the Performance Share Adjustments, on a non-GAAP basis, was 5.95%, resulting in achievement of the ROIC performance threshold. 3-Year Cumulative EPS Component For the 2023-2025 performance cycle, the cumulative EPS Payout Factor was determined based on the following:

  86. Long-Term Incentives

    | Minimum (40%) | Target (100%) | Maximum (185%) | | $7.26 | $7.81 | $8.20 |

  87. Long-Term Incentives

    EPS results between any two data points are interpolated. Amounts less than $7.26 result in a 0% payout factor. 3-Year Cumulative EPS for the 2023-2025 performance cycle was $7.39, and as adjusted by the Performance Share Adjustments, on a non-GAAP basis, was $7.90, resulting in a Cumulative EPS factor equal to 119.6%. 3-Year Relative Total Shareholder Return (TSR) Modifier The Relative TSR peer group for the 2023-2025 performance cycle consisted of a designated peer group of eleven natural gas local distribution companies and gas/electric utilities that continued to have publicly-traded common stock through December 31, 2025. One of the original 12 peer companies approved by the OECC at the beginning of the 2023-2025 performance cycle was acquired in 2023 and as such, was not included in the Relative TSR peer group for purposes of calculating relative TSR results. For the 2023-2025 performance cycle, the Relative Total Shareholder Return Modifier resulted in a 100% payout with the Company achieving a 14.8% TSR over the three-year period which ranked at the 36th percentile of the TSR Peer Group designated by the OECC. RESTRICTED STOCK UNITS Performance-Contingent RSUs The second component of our executives’ long-term compensation program is provided through Restricted Stock Units (RSUs) under our LTIP. At its meeting each February, the OECC grants performance contingent RSUs under the LTIP. This practice gives the OECC the benefit of considering the relative value of all components of each executive’s total compensation. An RSU obligates NW Holdings upon vesting to issue to the RSU holder one share of common stock plus a cash payment equal to the total amount of dividends paid per share between grant and vesting of the RSU. The performance threshold for the RSUs will be met on each vesting date if NW Holdings’ ROE for the preceding year is greater than NW Holdings’ average cost of long-term debt for the preceding five years. No RSUs with a performance threshold will vest in a given year if the performance threshold is not met, and shares subject to vesting in that year will be forfeited. For Performance-Based RSUs awarded in 2025, if the performance threshold is met, RSUs vest for one-third of the awarded shares on March 1 of each of the first three years after the grant date. For Performance-Based RSUs awarded in prior years, if the performance threshold is met, RSUs vest for 25% of the awarded shares on March 1 of each of the first four years after the grant date. For purposes of calculating ROE, the OECC may, at any time, approve adjustments to the calculation of ROE to take into account such unanticipated circumstance or significant, non-recurring or unplanned events as the OECC may determine in its sole discretion, and such adjustments may increase or decrease ROE. The OECC exercised the same discretion as to net income for purposes of calculating ROE as previously described for the EAIP. NW Holdings’ ROE for 2025 was 7.92% and as adjusted by the Net Income Adjustments, was 8.39%, which was greater than NW Holdings’ average cost of long-term debt for the preceding five years, which was 4.71%, resulting in the satisfaction of the performance threshold and vesting of outstanding RSUs scheduled to vest in 2026 for 2025 performance. Time-Based RSUs The OECC may grant off-cycle RSUs to attract new employees, to reward extraordinary performance, for retention purposes, or in recognition of promotions. Depending on the circumstances, these off-cycle grants may not include a performance threshold, and may include a vesting schedule that differs from the standard RSU with performance threshold vesting schedule. Mr. Kaszuba, as part of his initial attraction and retention package, received a grant of 7,815 RSUs without a performance threshold scheduled to vest ratably on September 1 of each of 2025, 2026, and 2027, subject to continued employment. Likewise, as part of her initial attraction and retention package, Ms. Berge received a grant of 6,297 RSUs without a performance threshold, scheduled to vest ratably on March 1 of each of 2026, 2027, and 2028, subject to continued employment.

  88. Perquisites and Benefits

    Perquisites and Benefits PERQUISITES The OECC eliminated routine perquisites for executives effective January 1, 2008. The OECC acknowledges that certain benefits incidental to other business-related activities may continue, but the aggregate annual value of such benefits is not expected to regularly exceed $10,000 for any NEO. Examples of when perquisites may exceed $10,000 are when an individual is promoted to a more senior position, or as part of an initial hire package for a senior level executive. ATTRACTION AND RETENTION PACKAGE FOR MS. BERGE In an effort to attract and retain Ms. Berge, the OECC approved in 2025 certain one-time payments and benefits to Ms. Berge, including: a relocation cash payment of $125,000 and a grant of 6,297 RSUs that was previously described. QUALIFIED AND NON-QUALIFIED RETIREMENT (DEFINED BENEFIT) PLANS Mr. Anderson and Ms. Rush participate in the NW Natural Retirement Plan for Bargaining Unit and Non-Bargaining Unit Employees (Retirement Plan), a qualified defined benefit pension plan, on the same terms as other salaried employees. Mr. Palfreyman, Mr. Kaszuba, Ms. Saathoff and Ms. Berge joined NW Natural after 2006, when the Retirement Plan was closed to new employees. NW Natural also maintains the Supplemental Executive Retirement Plan (SERP), a non-qualified supplemental retirement plan for certain executives participating in the Retirement Plan. This plan is more fully described below under the “Pension Benefits as of December 31, 2025” table and the related narrative discussion. As discussed there, in 2009 the OECC recommended and the Board approved amendments to this plan that moderate the growth in benefits payable under this plan, and the SERP was closed to new participants, effective July 31, 2019. QUALIFIED AND NON-QUALIFIED DEFERRED COMPENSATION (DEFINED CONTRIBUTION) PLANS NW Natural also maintains both tax-qualified and non-tax-qualified defined contribution plans in which the NEOs are eligible to participate. The 401(k) Plan is a tax-qualified defined contribution plan and the NW Natural Deferred Compensation Plan for Directors and Executives is a non-tax-qualified deferred compensation plan. For further discussion of NEO participation in non-qualified deferred compensation plans in 2025, see the “Non-Qualified Deferred Compensation in 2025” table, below. CHANGE IN CONTROL/SEVERANCE AGREEMENTS The Board of Directors considers an effective, highly-skilled and vital management team to be essential to protect and enhance the shareholders’ best interests. As such, it recognizes that the uncertainty and questions relating to a potential change in control could result in the departure or distraction of management personnel, or serve as a disincentive to management pursuing a change in control that is in the best interests of shareholders, to NW Holdings’ and NW Natural’s detriment. Accordingly, the Board has approved double-trigger severance agreements with all of the NEOs for changes of control of either NW Holdings or NW Natural. None of the agreements with officers of NW Natural include provisions for tax gross-up upon a triggering event. See “Potential Payments Upon Termination or Change in Control,” below. In general, the OECC prefers not to enter into severance agreements as part of an executive officer’s retention package other than for change in control purposes. Accordingly, there are no such agreements currently outstanding among our named executive officers.

  89. Equity Grant Practices

    Equity Grant Practices We did not grant options, stock appreciation rights (SARs) or similar option-like instruments during 2025 and do not currently intend to grant such awards to our directors and officers as part of our compensation program. Accordingly, we do not have a formal written policy in place with regard to the timing of grants of options, SARs or similar option-like instruments in relation to the disclosure of material nonpublic information.

  90. Regulatory Treatment

    | Executive Expenses Generally Recovered in Rates | Executive Expenses Generally Not Recovered in Rates | | • Salaries • Qualified pension plan benefits • Contributions related to Qualified Retirement K Savings Plan (401(k) Plan) • Health and welfare benefits | • Executive Annual Incentive Plan • Interest accruals and make-up contributions related to Deferred Compensation Plan for Directors and Executives • Supplemental Executive Retirement Plan • Change-in-control severance benefits • Non-change-in-control severance benefits • Long Term Incentive Plan (RSUs and Performance Share Awards) |

  91. REALIZED COMPENSATION TABLE

    | (2) Amounts reflected as realized compensation in this table include the following amounts paid for the applicable year: (1) salary earned in the applicable year; (2) EAIP payments earned in the applicable year; (3) the value of the performance share award for the performance period ending in the applicable year, determined using the stock price on the last day of the performance period; and (4) the value of RSUs (with a performance threshold or time-based) vested and paid during the applicable year, determined using the stock price based on the date preceding the payment date. The amounts reflected as realized compensation in this table do not include the following amounts for the year indicated: (a) the value of performance share awards or RSUs granted but not yet vested and paid for service in the applicable year; (b) the aggregate change in the actuarial present value of the NEOs’ accumulated benefits under all defined benefit pension plans or post-retirement payments from pension or supplemental retirement plans; (c) above-market interest credited to the non-qualified deferred compensation plan accounts of the NEOs, if any; (d) employer matching contributions to qualified defined contribution plans; (e) matching contributions under non-qualified deferred compensation plans, if any; and (f) any additional payments (such as holiday gifts and related gross ups) or de minimis amounts. |

  92. REALIZED COMPENSATION TABLE

    | (3) Realized compensation for Mr. Kaszuba in 2024 includes the payments of a $200,000 cash sign-on bonus and a $100,000 relocation cash bonus. |

  93. REALIZED COMPENSATION TABLE

    | (4) Realized compensation for Ms. Berge in 2025 includes a payment of a $125,000 relocation cash bonus. See “Compensation Discussion and Analysis,” above. |

  94. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following is a summary of our NEOs’ compensation in 2023, 2024 and 2025. Only a portion of the executive compensation shown in this Summary Compensation Table is included for purposes of establishing regulatory rates charged to customers. Although most of our incentive compensation programs are designed to promote shareholder objectives, our customers also directly benefit because many of the programs include performance incentives designed to improve service to our customers. For discussion regarding amounts excluded from rate recovery, see “Compensation Discussion and Analysis—Regulatory, Tax and Accounting Considerations—Regulatory Treatment,” above.

  95. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non- Equity Incentive Plan Compensation(1) ($) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (g) | (h) | (i) | (j) | | Justin B. Palfreyman President and Chief Executive Officer, NW Holdings | 2025 | 812,500 | 333,594 | 1,726,208 | 726,406 | 275 | 96,484 | 3,695,467 | | | 2024 | 619,792 | 222,079 | 763,989 | 349,921 | 120 | 74,636 | 2,030,537 | | | 2023 | 476,958 | 183,371 | 386,701 | 265,629 | 402 | 53,999 | 1,367,060 | | David H. Anderson Former Chief Executive Officer | 2025 | 230,833 | 73,635 | — | 185,365 | 680 | 85,262 | 575,775 | | | 2024 | 862,917 | 389,741 | 1,629,976 | 626,259 | 573,691 | 55,001 | 4,137,585 | | | 2023 | 830,000 | 328,145 | 1,449,015 | 475,855 | 404,515 | 50,124 | 3,537,654 | | Raymond J. Kaszuba III Senior Vice President and Chief Financial Officer | 2025 | 542,500 | 160,927 | 583,858 | 311,073 | — | 47,740 | 1,646,098 | | | 2024 | 153,125 | 346,322 | 314,319 | 84,678 | — | 11,701 | 910,145 | | | 2023 | — | — | — | — | — | — | — | | MardiLyn Saathoff General Counsel, Chief Compliance Officer, and SVP Regulation, NW Holdings | 2025 | 483,833 | 104,785 | 507,637 | 231,215 | 1,254 | 100,889 | 1,429,613 | | | 2024 | 464,146 | 103,842 | 509,559 | 187,158 | 715 | 61,304 | 1,326,724 | | | 2023 | 446,250 | 106,857 | 483,005 | 142,143 | 3,010 | 59,487 | 1,240,752 | | Kimberly H. Rush President, NW Natural | 2025 | 506,667 | 115,440 | 456,980 | 243,560 | 485,045 | 45,965 | 1,853,657 | | | 2024 | 471,042 | 111,043 | 407,562 | 189,957 | 181,788 | 25,136 | 1,386,528 | | | 2023 | 426,625 | 106,801 | 386,701 | 144,199 | 342,521 | 11,796 | 1,418,643 | | Megan H. Berge Deputy General Counsel and Corporate Secretary, NW Holdings | 2025 | 341,667 | 185,542 | 613,013 | 129,458 | — | 29,517 | 1,299,197 | | | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — |

  96. SUMMARY COMPENSATION TABLE

    Column (f) was deleted as it is not applicable.

  97. SUMMARY COMPENSATION TABLE

    | (1) The total bonus paid to each NEO under our EAIP for performance in 2025 is split between columns (d) and (g). Amounts constituting the discretionary portion of bonuses under the plan are the amounts listed as bonuses in column (d). Amounts constituting the performance-based, non-discretionary portion of bonuses under the plan are the amounts listed as non-equity incentive plan compensation in column (g). For Mr. Kaszuba, the amount shown in column (d) includes $200,000 paid in 2024 as a hiring bonus and $100,000 paid as a relocation bonus. For Ms. Berge, the amount shown in column (d) includes $125,000 paid in 2025 as a relocation bonus. |

  98. SUMMARY COMPENSATION TABLE

    | (2) Amounts shown in column (e) represent the grant date fair value of performance share awards and RSUs granted in each year disregarding estimated forfeitures, determined under share-based compensation accounting guidance. The amount shown for RSUs is equal to the number of RSUs awarded multiplied by the closing market price of the common stock on the date of grant. The issuance of the shares under these awards is contingent upon meeting certain performance criteria, so the shares may or may not be earned. The performance shares are subject to an EPS target and a ROIC performance threshold, with the total payout subject to modification based on total shareholder return (TSR) performance which is a market modifier under share-based compensation accounting guidance. The performance shares contain a provision in which the EPS target will not be determined until the first quarter of each year during the award period and as such, there is not a mutual understanding of the key terms and the grant date will not occur until the final EPS target has been communicated with the participants in the first quarter of the final year of the performance period. Amounts included for the performance share awards represent the service inception date fair value per share multiplied by the target number of shares, which is the number of shares assumed to be issued based on the EPS performance condition. If the maximum number of shares issuable under the payout conditions had been used as the estimated number of shares, the total amounts in column (e) for would have been $1,192,805 and $2,600,614 for Mr. Palfreyman for 2024 and 2025; $1,061,278 for Mr. Anderson for 2024; $879,647 for Mr. Kaszuba for 2025; $795,515 and $764,666 for Ms. Saathoff for 2024 and 2025; $636,131 and $688,480 for Ms. Rush for 2024 and 2025; and $535,640 for Ms. Berge for 2025. |

  99. SUMMARY COMPENSATION TABLE

    | (3) The amounts included in column (h) as the aggregate change in the actuarial present value of accumulated benefits under all defined benefit pension plans during 2025 were: an increase of $484,450 for Ms. Rush and $0 for each of Mr. Palfreyman, Mr. Kaszuba, Ms. Saathoff and Ms. Berge, who do not participate in a defined benefit plan. The change in actuarial present value decreased by $8,687,874 for Mr. Anderson, primarily due to post-retirement payouts, and is not included in the table above. The 2025 amounts were calculated using a discount rate of 5.17%, which is 32 basis points lower than the discount rate used for 2024. The 2024 amounts were calculated using a discount rate of 5.49%, which is 60 basis points higher than the discount rate used for 2023. Amounts of above-market interest included in column (h) that were credited to the non-qualified deferred compensation plan accounts of the NEOs during 2025 were: $275 for Mr. Palfreyman, $680 for Mr. Anderson, $0 for Mr. Kaszuba, $1,254 for Ms. Saathoff, $595 for Ms. Rush, and $0 for Ms. Berge. For this purpose, interest credited is considered above-market to the extent such interest exceeds 120% of the average of the applicable long-term federal rates for the twelve months corresponding to the period for which market yield information is obtained to calculate interest crediting rates under the non-qualified deferred compensation plans. |

  100. SUMMARY COMPENSATION TABLE

    | (4) The amounts included in column (i) as matching contributions under the 401(k) Plan during 2025 were: $14,100 for each of Mr. Palfreyman, Mr. Anderson, Ms. Saathoff and Ms. Rush, $8,400 for Mr. Kaszuba, and $12,700 for Ms. Berge. The amounts recorded as matching contributions under non-qualified deferred compensation plans during 2025 were: $12,900 for Mr. Anderson, $31,500 for Ms. Saathoff, $17,164 for Ms. Rush and $0 for Mr. Palfreyman, Mr. Kaszuba and Ms. Berge. The amounts recorded for dividend equivalents for restricted stock units with performance threshold that vested during 2025 were: $13,628 for Mr. Palfreyman, $52,553 for Mr. Anderson, $5,106 for Mr. Kaszuba, $15,985 for Ms. Saathoff, $14,098 for Ms. Rush, and $0 for Ms. Berge. The amounts recorded for enhanced 401(k) contributions during 2025 were: $0 for Mr. Anderson and Ms. Rush, $17,500 for each of Messrs. Palfreyman, Kaszuba and Ms. Saathoff, and $16,250 for Ms. Berge. The amounts recorded as enhanced contributions under non-qualified deferred compensation plans during 2025 were: $0 for Mr. Anderson, Ms. Rush and Ms. Berge, $51,256 for Mr. Palfreyman, $16,131 for Mr. Kaszuba and $21,202 for Ms. Saathoff. Amounts in column (i) also include a $383 holiday gift plus gross up expense of $220 for each of Mr. Kaszuba, Ms. Saathoff and Ms. Rush, and $184 gross up expense for Ms. Berge. Amount for Mr. Anderson includes a $3,000 retirement gift plus gross up expense of $2,709. |

  101. GRANTS OF PLAN-BASED AWARDS DURING 2025

    GRANTS OF PLAN-BASED AWARDS DURING 2025 The following table includes grants of annual incentive awards, performance share awards, and RSUs granted to our NEOs during 2025:

  102. GRANTS OF PLAN-BASED AWARDS DURING 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Grant Date Fair Value of Equity Awards(4) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (l) | | Justin B. Palfreyman | 2/26/2025 | — | 535,500 | 937,125 | — | — | — | — | | | | — | — | — | 8,346(2) | 27,820(2) | 55,640(2) | 1,100,559 | | | | — | — | — | — | 14,982(3) | — | 625,648 | | David H. Anderson | 2/26/2025 | — | 136,650 | 239,138 | — | — | — | — | | | | — | — | — | — | — | — | — | | | | — | — | — | — | — | — | — | | Raymond J. Kaszuba III | 2/26/2025 | — | 229,320 | 401,310 | — | — | — | — | | | | — | — | — | 2,823(2) | 9,410(2) | 18,820(2) | 372,260 | | | | — | — | — | — | 5,067(3) | — | 211,598 | | MardiLyn Saathoff | 2/26/2025 | — | 170,450 | 298,288 | — | — | — | — | | | | — | — | — | 2,454(2) | 8,180(2) | 16,360(2) | 323,601 | | | | — | — | — | — | 4,407(3) | — | 184,036 | | Kimberly H. Rush | 2/26/2025 | — | 179,550 | 314,213 | — | — | — | — | | | | — | — | — | 2,210(2) | 7,365(2) | 14,730(2) | 291,359 | | | | — | — | — | — | 3,966(3) | — | 165,620 | | Megan H. Berge | | — | 95,435 | 167,011 | — | — | — | — | | | | — | — | — | 1,719(2) | 5,730(2) | 11,460(2) | 226,679 | | | 2/26/2025 | — | — | — | — | 3,087(3) | — | 128,913 | | | 3/1/2025 | — | — | — | — | 6,297(3) | — | 257,421 |

  103. GRANTS OF PLAN-BASED AWARDS DURING 2025

    | Columns | (i)-(k) were deleted as they are not applicable. |

  104. GRANTS OF PLAN-BASED AWARDS DURING 2025

    | (1) Threshold level estimated payouts cannot be determined because the minimum performance level for payout under each component of the formula in the EAIP is interpolated down to a zero payout. See “Compensation Discussion and Analysis—Components of Compensation—Executive Annual Incentive Plan,” above, for a complete discussion of the terms of the awards. Amounts above include only the portion of the award subject to performance metrics, constituting 70% of the annual incentive opportunity. The remaining 30% of the annual incentive opportunity is awarded based on discretionary criteria and is reflected as a bonus in column (d) of the Summary Compensation Table. The actual non-equity incentive plan portion of the awards earned in 2025 and paid in 2026 is reflected in column (g) of the Summary Compensation Table. |

  105. GRANTS OF PLAN-BASED AWARDS DURING 2025

    | (2) Share amounts represent performance share awards granted pursuant to the terms of the LTIP. See “Compensation Discussion and Analysis—Components of Compensation—Long-Term Incentives—Performance Shares,” above, for a complete discussion of the terms of the awards. Share amounts do not include an estimate of an additional $6.6630 per share dividend equivalent also payable pursuant to the terms of the awards. Threshold level estimated future payouts assume the minimum award payable other than no payout. |

  106. GRANTS OF PLAN-BASED AWARDS DURING 2025

    | (3) Share amounts represent RSU awards with a performance threshold granted pursuant to the terms of the LTIP with the exception of the March 2025 RSU awards granted to Ms. Berge, which do not include a performance threshold. See “Compensation Discussion and Analysis—Components of Compensation—Long-Term Incentives—Restricted Stock Units,” above, for a complete discussion of the terms of the awards. Share amounts do not include an estimate of an additional dividend equivalent, which is based on a tiered calculation and also payable pursuant to the terms of the awards. RSU awards do not have threshold or maximum payout levels as there is only one payout level if the performance threshold is satisfied. |

  107. GRANTS OF PLAN-BASED AWARDS DURING 2025

    | (4) Amounts shown in column (l) for RSU awards represent the grant date fair value of the RSUs, which was based on a value of $41.76 per share for RSUs granted on February 26, 2025, and $40.88 per share for RSUs granted on March 1, 2025, which was the closing market price of the common stock on the grant date. The values used for RSUs are the same as those used under share-based compensation accounting guidance. The 2025 performance shares are subject to an EPS target and a ROIC performance threshold, with the total payout subject to modification based on relative TSR performance which is a market modifier under share-based compensation accounting guidance. The 2025 performance shares contain a provision in which the EPS target will not be determined until the first quarter of each year during the award period and as such, there is not a mutual understanding of the key terms and the grant date will not occur until the final EPS target has been communicated with the participants in the first quarter of 2027. Accordingly, the grant date fair value will be calculated using a Monte Carlo method to take into account the TSR market modifier in 2027. Amounts shown in column (l) for performance share awards represent the service inception date fair value of the performance shares awarded on February 26, 2025, which was based on a value of $39.56 per share which was the closing market price of the common stock on the last business day prior to the service inception date of January 1, 2025. The values used for performance share awards are not the same as those used under share-based compensation accounting guidance, and are used solely to represent the OECC’s decisions with respect to the awards. |

  108. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 The following table includes all of the outstanding equity awards held by our NEOs at December 31, 2025:

  109. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | | Stock Awards | | | | | Name | Number of Shares That Have Not Vested (#) | Market Value of Shares That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($)(1) | | (a) | (g) | (h) | (i) | (j) | | Justin B. Palfreyman | 639(3) | 29,867 | 81,960(2) | 3,793,418 | | | 708(3) | 33,092 | 708 (4) | 33,092 | | | 1,718(3) | 80,299 | 3,436 (5) | 160,599 | | | 4,994(3) | 233,396 | 9,988 (6) | 466,841 | | David H. Anderson | 2,644(3) | 123,581 | 22,706(2) | 1,061,278 | | | 2,652(3) | 123,954 | 2,652(4) | 123,954 | | | 3,665(3) | 171,302 | 7,330(5) | 342,604 | | | — | — | — | — | | Raymond J. Kaszuba III | — | — | 18,920(2) | 879,647 | | | — | — | — | — | | | — | — | — | — | | | 1,689(3) | 78,936 | 3,378(6) | 157,889 | | | — | — | 5,210(7) | 243,528 | | MardiLyn Saathoff | 730(3) | 34,120 | 33,380(2) | 1,560,181 | | | 884(3) | 41,318 | 884(4) | 41,318 | | | 1,146(3) | 53,564 | 2,292(5) | 107,128 | | | 1,469(3) | 68,654 | 2,938(6) | 137,323 | | Kimberly H. Rush | 730(3) | 34,120 | 28,340(2) | 1,324,612 | | | 708(3) | 33,092 | 708(4) | 33,092 | | | 917(3) | 42,861 | 1,834(5) | 85,721 | | | 1,322(3) | 61,784 | 2,644(6) | 123,581 | | Megan H. Berge | — | — | 11,460(2) | 535,640 | | | — | — | — | — | | | — | — | — | — | | | 1,029(3) | 48,091 | 2,058(6) | 96,191 | | | — | — | 6,297(8) | 294,322 |

  110. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | Columns | (b)-(f) were omitted as they are not applicable. |

  111. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | (1) Amounts are calculated based on a value of $46.74 per share, the closing market price of the Company’s common stock on December 31, 2025 (the last trading day of 2025). |

  112. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | (2) For both the 2024-2026 and 2025-2027 performance share awards, the share amounts include the maximum level of the awards based on 2025 results and assuming that the OECC will apply the same Performance Share Adjustments described in “Compensation Discussion and Analysis” above to the 2024-2026 and 2025-2027 awards. The actual number of performance shares issuable will be determined by the OECC at the end of the three-year performance cycles ending December 31, 2026 and 2027, respectively. Does not include an estimate for the accumulated cash dividends also payable pursuant to the terms of the awards. For a complete description of the performance objectives, see “Compensation Discussion and Analysis—Components of Compensation—Long-Term Incentives—Performance Shares,” above. |

  113. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | (3) Share amounts represent RSU awards with performance thresholds that were met as of December 31, 2025, and that were scheduled to vest based on continued service through March 1, 2026. The achievement of the performance threshold is reviewed and approved by the OECC after the end of each year. This amount does not include an estimate for the accumulated cash dividends also payable pursuant to the terms of the awards. For a complete description of the performance threshold, see “Compensation Discussion and Analysis—Components of Compensation—Long-Term Incentives—Restricted Stock Units with Performance Threshold,” above. |

  114. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | (4) Share amounts represent the remaining balance of RSUs with performance threshold awards. The remaining shares covered by each of these RSUs with a performance threshold will vest on March 1, 2027 subject in each case to achievement of the performance threshold for the immediately preceding year. This amount does not include an estimate for the accumulated cash dividends also payable pursuant to the terms of the awards. |

  115. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | (5) Share amounts represent the remaining balance of RSUs with performance threshold awards. One-half of the remaining shares covered by each of these RSUs with performance threshold will vest on each of March 1, 2027 and 2028 subject in each case to achievement of the performance threshold for the immediately preceding year. This amount does not include an estimate for the accumulated cash dividends also payable pursuant to the terms of the awards. |

  116. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | (6) Share amounts represent the remaining balance of RSUs with performance threshold awards. One-half of the remaining shares covered by each of these RSUs with performance threshold will vest on each of March 1, 2027 and 2028 subject in each case to achievement of the performance threshold for the immediately preceding year. This amount does not include an estimate for the accumulated cash dividends also payable pursuant to the terms of the awards. |

  117. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | (7) Share amount represents a time-based RSU. One-half of the remaining shares will vest on each of September 1, 2026 and 2027. |

  118. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | (8) Share amount represents a time-based RSU. One-third of the remaining shares vested on March 1, 2026 and an additional one-third of the remaining shares will vest on each of March 1, 2027 and 2028. |

  119. OPTION EXERCISES AND STOCK VESTED DURING 2025

    OPTION EXERCISES AND STOCK VESTED DURING 2025

  120. OPTION EXERCISES AND STOCK VESTED DURING 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(1) ($) | | (a) | (d) | (e) | | Justin B. Palfreyman | 9,838 | 496,891 | | David H. Anderson | 29,158 | 1,474,287 | | Raymond J. Kaszuba III | 2,605 | 113,291 | | MardiLyn Saathoff | 11,391 | 581,850 | | Kimberly H. Rush | 9,322 | 475,637 | | Megan H. Berge | — | — |

  121. OPTION EXERCISES AND STOCK VESTED DURING 2025

    Columns (b)-(c) were omitted as they are not applicable.

  122. OPTION EXERCISES AND STOCK VESTED DURING 2025

    | (1) Amounts represent performance share awards and RSUs that vested during 2025. The performance shares are related to the three-year award cycle 2023-2025 and were earned but unpaid as of the fiscal year-end; the value realized is based on a price of $46.74, the closing market price for the Company’s common stock on December 31, 2025 (the last trading day of 2025), plus dividend equivalents. The performance share award paid at 119.6% of the target level incentive based upon Company performance and strategic results. See “Compensation Discussion and Analysis—Components of Compensation—Long-Term Incentives—Performance Shares,” above. The number of shares actually paid was determined by the NW Holdings OECC on February 25, 2026. The value realized includes cash for dividend equivalents of $6.3500 per share based on dividends per share paid by NW Holdings during the performance period as follows: Mr. Palfreyman, $39,916; Mr. Anderson, $112,198; Mr. Kaszuba, $0; Ms. Saathoff, $49,867; Ms. Rush, $39,916; and Ms. Berge, $0. RSUs are related to the units that vested on March 1, 2025 and the value realized is based on the closing price of our common stock on the date preceding the payment date, March 4, 2025, or $42.10 per share, plus cash dividend equivalents which were as follows: Mr. Palfreyman, $13,628; Mr. Anderson, $52,553; Mr. Kaszuba, $0; Ms. Saathoff, $15,985; Ms. Rush, $14,098; and Ms. Berge, $0. In addition, Mr. Kaszuba received 2,605 shares included in the table above which vested on September 1, 2025 and did not have a performance threshold. The value realized is based on the closing stock price on the date preceding the payment date, September 2, 2025 of $41.53 per share plus cash dividends equivalent. Receipt of the following amounts under performance share awards and RSUs was deferred pursuant to elections under our Deferred Compensation Plan for Directors and Executives: Mr. Palfreyman, 6,286 shares valued at $330,204 and $39,916 of dividend equivalents; and Ms. Rush, $3,834 of dividend equivalents. See “Non-Qualified Deferred Compensation in 2025,” below for a discussion of the terms of this plan. |

  123. PENSION BENEFITS AS OF DECEMBER 31, 2025

    PENSION BENEFITS AS OF DECEMBER 31, 2025

  124. PENSION BENEFITS AS OF DECEMBER 31, 2025

    | Name | Age | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit(1) ($) | Payments During Last Fiscal Year ($) | | (a) | | (b) | (c) | (d) | (e) | | Justin B. Palfreyman | 47 | N/A | — | N/A | — | | David H. Anderson(2) | 64 | Retirement Plan for Bargaining Unit and Non-Bargaining Unit Employees | 20.50 | 674,516 | 274,881 | | | | Supplemental Executive Retirement Plan - Tier 1 | 20.50 | — | 8,304,711 | | Raymond J. Kaszuba III | 46 | N/A | — | N/A | — | | MardiLyn Saathoff | 69 | N/A | — | N/A | — | | Kimberly H. Rush(3) | 56 | Retirement Plan for Bargaining Unit and Non-Bargaining Unit Employees | 27.17 | 1,284,117 | — | | | | Supplemental Executive Retirement Plan - Tier 2 | 27.17 | 1,311,272 | — | | Megan H. Berge | 45 | N/A | — | N/A | — |

  125. PENSION BENEFITS AS OF DECEMBER 31, 2025

    | (1) The Present Value of Accumulated Benefit in the above table represents the actuarial present value as of December 31, 2025 of the pension benefits of the NEOs under the respective pension plans calculated based on years of service and final average compensation as of that date, but assuming retirement at the earliest age at which benefits are unreduced under the respective plans. The actuarial present value was calculated using the Pri-2012 Mortality Table and projected generationally using Scale MP-2021 and a discount rate of 5.17%, the same assumptions used in the pension benefit calculations reflected in our audited balance sheet as of December 31, 2025. |

  126. PENSION BENEFITS AS OF DECEMBER 31, 2025

    | (2) Mr. Anderson retired effective April 1, 2025. The value shown in column (d) is the present value of his remaining benefit as of December 31, 2025, and reflects his actual elected payment form. As shown in column (e), in 2025, Mr. Anderson received a portion of his benefit under the Retirement Plan as a lump sum. He is currently receiving the remainder as a monthly annuity. All benefits accrued by Mr. Anderson prior to his retirement under the Supplemental Executive Retirement Plan were paid in a lump sum on November 1, 2025. He has no further benefit under the Supplemental Executive Retirement Plan as of December 31, 2025. |

  127. PENSION BENEFITS AS OF DECEMBER 31, 2025

    | (3) Ms. Rush is eligible for early retirement benefits under the Retirement Plan. |

  128. Retirement Plan for Bargaining Unit and Non-Bargaining Unit Employees

    Retirement Plan for Bargaining Unit and Non-Bargaining Unit Employees The NW Natural Retirement Plan for Bargaining Unit and Non-Bargaining Unit Employees (Retirement Plan) is our subsidiary’s qualified pension plan covering certain NW Natural employees covered by a labor agreement and hired prior to January 1, 2010 as well as all regular, full-time employees not covered under a labor agreement whose employment commenced prior to January 1, 2007 (when the non-bargaining unit portion of the Retirement Plan was closed to new participants). Eligible non-bargaining unit employees commenced participation in the Retirement Plan after one year of service, and if their service continued past December 31, 2007 became 100% vested after three years of service (eligible employees whose service all occurred prior to January 1, 2008 needed five years of service to fully vest). Final average earnings for purposes of calculating benefits consist of the participant’s highest average total annual compensation for any five consecutive years in the last 10 years of employment, with total annual compensation for this purpose generally consisting of salary and annual incentive, excluding long-term incentives, amounts deferred under our non-qualified deferred compensation plans and, commencing in 2010 as provided in a Retirement Plan amendment approved in 2009, annual incentive payments in excess of target. In addition, as of December 31, 2025, the Internal Revenue Code limited the amount of annual compensation considered for purposes of calculating benefits under the Retirement Plan to $350,000. A normal retirement benefit is payable upon retirement at or after age 62 and consists of (a) an annuity benefit equal to 1.8% of final average earnings for each of the participant’s first 10 years of service, and (b) a lump sum benefit equal to 7.5% of final average earnings for each year of service in excess of 10 years. In addition, for participants hired before January 1, 2000 and under age 60 on that date, a supplemental annuity is provided under the Retirement Plan equal to the participant’s total years of service multiplied by the sum of (x) a varying percentage (based on the participant’s hire age and age on January 1, 2000) of total final average earnings, and (y) 0.425% of the excess of final average earnings over an amount referred to as Covered Compensation, which generally consists of the average of the Social Security maximum taxable wage bases over the 35 years preceding the participant’s retirement. Employees who have attained age 55, if age plus accredited years of service totals 70 or more, are eligible for early retirement benefits. Annuity benefits are reduced by 0.333% per month (4% per year) for each month that the benefit commencement date precedes age 62, with such benefit reduction increased to 0.5% per month (6% per year) for each month the benefit commencement date precedes age 60. The lump sum benefit is not subject to reduction on early retirement. At December 31, 2025, Ms. Rush was eligible for early retirement benefits under the Retirement Plan. The basic benefit form for annuity benefits is a monthly single life annuity. The participant may choose among different annuity forms that are the actuarial equivalent of the basic benefit.

  129. NON-QUALIFIED DEFERRED COMPENSATION IN 2025

    NON-QUALIFIED DEFERRED COMPENSATION IN 2025

  130. NON-QUALIFIED DEFERRED COMPENSATION IN 2025

    | Name | Plan Name | Executive Contributions in 2025(1) ($) | NW Natural Contributions in 2025(1) ($) | Aggregate Earnings (Losses) in 2025(1) ($) | Aggregate Withdrawals/ Distributions in 2025 ($) | Aggregate Balance at 12/31/2025(1) ($) | | Justin B. Palfreyman | DCP | — | 51,256 | 6,590 | — | 171,241 | | David H. Anderson | DCP | — | 12,900 | 111,373 | (395,485) | 792,970 | | Raymond J. Kaszuba III | DCP | — | 16,131 | 2 | — | 16,134 | | MardiLyn Saathoff | DCP | — | 52,702 | 173,363 | — | 1,316,555 | | Kimberly H. Rush | DCP | 16,080 | 17,164 | 14,389 | — | 261,602 | | Megan H. Berge | DCP | — | — | — | — | — |

  131. NON-QUALIFIED DEFERRED COMPENSATION IN 2025

    | (1) Of the amounts reported in the Executive Contributions column, the following amounts are reported in the Summary Compensation Table above for 2025: Ms. Rush: $3,834. The remaining amounts in the Executive Contributions column consist of cash dividends on performance share awards which vested and were deferred in 2025 and were included in the value of performance share awards reported in the Summary Compensation Table in the year in which such awards were granted. All amounts in the NW Natural Contributions column are reported in the Summary Compensation Table above for 2025 in column (i). The portion of the amounts reported in the Aggregate Earnings column that represents above-market earnings is included in column (h) of the Summary Compensation Table, and the amount of above-market earnings for each NEO is set forth in footnote 3 to that table. Of the amounts reported in the Aggregate Balance column, the following amounts have been reported in the Summary Compensation Tables in this Proxy Statement or in prior year proxy statements: Mr. Palfreyman, $147,129; Mr. Anderson, $792,970; Mr. Kaszuba, $16,131; Ms. Saathoff, $875,074; Ms. Rush, $174,802; and Ms. Berge, $0. Amounts not previously reported consist of market-rate earnings on amounts deferred and amounts deferred before designation as a NEO. Amounts previously reported as described in this footnote have been reduced by amounts distributed such that no amount in this footnote will exceed the amount in the Aggregate Balance column. |

  132. Non-Qualified Deferred Compensation Plans in 2025

    Non-Qualified Deferred Compensation Plans in 2025 Our subsidiary, NW Natural, currently maintains the Deferred Compensation Plan for Directors and Executives (DCP), under which all deferred contributions in 2025 were made. Participants in the DCP may elect in advance to defer up to 50% of their salaries, up to 100% of their annual incentives, and up to 100% of performance share and restricted stock unit awards under our LTIP. NW Natural makes matching contributions each year equal to: (a) 60% of the lesser of the participant’s salary and annual incentive deferred during the year under both the DCP and our 401(k) Plan or 8% of the participant’s total salary and annual incentive for the year, reduced by (b) the maximum matching contribution we would have made under the 401(k) Plan if the participant had fully participated in that plan. For participants hired after December 31, 2006, we make enhanced contributions each year equal to 5% of the greater of: (a) the participant’s salary and annual incentive deferred during the year under the DCP, or (b) the excess of the participant’s total salary and annual incentive received during the year over the limit ($350,000 in 2025) imposed by the Internal Revenue Code on compensation that may be considered in calculating the corresponding enhanced contributions under our 401(k) Plan. All amounts deferred under the DCP are credited to either a “stock account” or a “cash account.” Deferrals of compensation payable in cash are made to cash accounts and deferrals of compensation payable in our common stock are made to stock accounts. Transfers from a cash account to a stock account are permitted, but not vice-versa. Stock accounts represent a right to receive shares of our common stock on a deferred basis, and are credited with additional shares based on the deemed reinvestment of dividends. The average annual rate of earnings on stock accounts over the five years ending December 31, 2025 was approximately 4.82% and in 2025 was approximately 23.77%, in each case representing the total shareholder return of our common stock annualized, assuming dividend reinvestment. Cash accounts under the DCP are credited quarterly with interest at a rate equal to Moody’s Average Corporate Bond Yield. The average quarterly interest rate paid on cash accounts in 2025 was 5.68%. The DCP includes the Supplemental Retirement Benefit for those also eligible for the Retirement Plan benefit. The Supplemental Retirement Benefit provides a make-up benefit calculated using the Retirement Plan formula (see “Retirement Plan for Bargaining Unit and Non-Bargaining Unit Employees,” above) without excluding compensation deferred under the DCP. The same annual compensation limits imposed by the Internal Revenue Code for purposes of calculating benefits under the Retirement Plan apply to the DCP Supplemental Retirement Benefit. Accordingly, the benefits under the DCP Supplemental Retirement Benefit are equal to (a) the benefits that would be calculated under the Retirement Plan if compensation taken into account when determining final average earnings did not exclude amounts deferred under the DCP, minus (b) the actual Retirement Plan benefits. The DCP Supplemental Retirement Benefit is generally payable in the same form and for the same period of time as the annuity payable under the Retirement Plan, subject to certain requirements for the timing of commencement of benefits. Participants make elections regarding distributions of their accounts at the time they elect to defer compensation, and have limited rights to change these payment elections. Distributions may commence on a predetermined date while still employed or upon termination of employment, and may be made in a lump sum or in annual installments over five, ten or fifteen years. Hardship withdrawals are permitted under the DCP.

  133. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  134. Change in Control Compensation

    | (3) Restricted Stock Unit Acceleration. As of December 31, 2025, each NEO held outstanding unvested RSUs as listed in the “Outstanding Equity Awards” table above. The RSU award agreements state that if cash severance benefits are triggered under the change in control agreements, all outstanding unvested RSUs will immediately vest. The amounts in the table above represent the number of unvested RSUs as of December 31, 2025 multiplied by a stock price of $46.74 per share, which was the closing price of our common stock on the last trading day of 2025, plus an amount for each RSU equal to the dividends paid per share during the period the RSU was outstanding. |

  135. Change in Control Compensation

    | (4) Performance Share Acceleration. As described above under the “Grants of Plan-Based Awards During 2025” table and “Compensation Discussion and Analysis—Components of Compensation—Long-Term Incentives—Performance Shares,” we granted performance share awards to the NEOs in 2025 under which shares of our common stock (plus accumulated cash dividends) will be issued to them based on our performance over the years 2025 to 2027. We made similar awards to the NEOs in 2024 for performance over the years 2024 to 2026. The agreements for the performance share awards granted in 2024 and 2025 state that if cash severance benefits are triggered under the change in control agreements, we must immediately issue the target award for each award outstanding at the time of the change in control. The amounts in the table above represent the number of shares that would have been issued under the awards, multiplied by a stock price of $46.74 per share, which was the closing price of our common stock on the last trading day of 2025, plus an amount equal to the dividends paid per share during the applicable award periods through December 31, 2025. |

  136. Change in Control Compensation

    | (5) Present Value of SERP Enhancements. As discussed above in the text accompanying the “Pension Benefits” table, Ms. Rush is a participant in the SERP Tier 2, which generally provides for a lifetime supplemental pension benefit payable by us following retirement. If the employment of any SERP Tier 2 participant is terminated by us without “cause” or by the participant for “good reason” within 24 months after a change in control, the SERP Tier 2 participant will receive three additional years of service for purposes of calculating their SERP Tier 2 benefit. The amount for Ms. Rush in the table above represents the excess of the present value of annual SERP Tier 2 benefit she would receive on termination following a change in control over the present value annual SERP Tier 2 benefit she would have received if her employment had terminated absent a change in control on December 31, 2025. |

  137. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2025

    NON-EMPLOYEE DIRECTOR COMPENSATION IN 2025

  138. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2025

    | Name | Fees Earned or Paid in Cash ($)(1) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings(2) ($) | Total ($) | | (a) | (b) | (f) | (h) | | David H. Anderson | 165,000(3) | 680 | 165,680 | | Timothy P. Boyle | 108,750(4) | — | 108,750 | | Peter J. Bragdon | 113,750(5) | 48 | 113,798 | | Monica Enand | 247,650(6) | 1,183 | 248,833 | | Karen Lee | 225,150(7) | 47 | 225,197 | | Mary E. Ludford | 227,650(8) | 24 | 227,674 | | Hon. Dave McCurdy | 113,750(9) | 4 | 113,754 | | Sandra McDonough | 250,150(10) | 26 | 250,176 | | Nathan I. Partain | 255,150(11) | — | 255,150 | | Jane L. Peverett | 257,650(12) | — | 257,650 | | Kenneth Thrasher | 115,000(13) | — | 115,000 | | Malia H. Wasson | 337,650(14) | 16 | 337,666 | | Charles A. Wilhoite | 252,500(15) | — | 252,500 |

  139. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2025

    Columns (c), (d), (e) and (g) were deleted as they are not applicable in 2025. See “Director Fees and Arrangements,” below.

  140. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2025

    | (1) Amounts in column (b) represent cash compensation earned in 2025 for service as a director of NW Holdings and NW Natural, including any earned amounts deferred at the director’s election pursuant to the terms of the Deferred Compensation Plan for Directors and Executives. |

  141. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2025

    | (2) Amounts in column (f) represent above-market interest credited to the directors’ accounts under the Directors Deferred Compensation Plan and the DCP during 2025. For this purpose, interest credited is considered above-market to the extent such interest exceeds 120% of the average of the applicable long-term federal rates for the twelve months corresponding to the period for which market yield information is obtained to calculate interest crediting rates under the non-qualified deferred compensation plans. Amounts reported for David Anderson are also reported in column (i) of the “Summary Compensation Table,” above. |

  142. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2025

    | (3) Represents fees of $148,500 and $16,500 for fees earned for service as a director of NW Natural and NW Holdings, respectively. Mr. Anderson did not receive any fees for Board service during the portion of the year that he was employed by the Company. |

  143. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2025

    | (4) Represents fees of $97,875 and $10,875 earned for service as a director of NW Natural and NW Holdings, respectively. |

  144. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2025

    | (5) Represents fees of $102,375 and $11,375 earned for service as a director of NW Natural and NW Holdings, respectively. |

  145. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2025

    | (6) Represents fees of $222,750 and $24,900 earned for service as a director of NW Natural and NW Holdings, respectively. |

  146. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2025

    | (7) Represents fees of $202,500 and $22,650 earned for service as a director of NW Natural and NW Holdings, respectively. |

  147. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2025

    | (8) Represents fees of $204,750 and $22,900 earned for service as a director of NW Natural and NW Holdings, respectively. |

  148. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2025

    | (9) Represents fees of $102,375 and $11,375 earned for service as a director of NW Natural and NW Holdings, respectively. |

  149. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2025

    | (10) Represents fees of $225,000 and $25,150 earned for service as a director of NW Natural and NW Holdings, respectively. |

  150. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2025

    | (11) Represents fees of $229,500 and $25,650 earned for service as a director of NW Natural and NW Holdings, respectively. |

  151. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2025

    | (12) Represents fees of $231,750 and $25,900 earned for service as a director of NW Natural and NW Holdings, respectively. |

  152. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2025

    | (13) Represents fees of $103,500 and $11,500 earned for service as a director of NW Natural and NW Holdings, respectively. |

  153. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2025

    | (14) Represents fees of $303,750 and $33,900 earned for service as a director of NW Natural and NW Holdings, respectively. |

  154. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2025

    | (15) Represents fees of $227,250 and $25,250 earned for service as a director of NW Natural and NW Holdings, respectively. |

  155. Non-Employee Director Compensation Philosophy

    Non-Employee Director Compensation Philosophy Each member of the Board of Directors of NW Holdings also serves as a member of the Board of Directors of NW Natural. Compensation is paid separately by NW Holdings and NW Natural for service on each respective board of directors, commensurate with the relative obligations and responsibilities associated with each entity, but compensation is considered together for purposes of determining the overall compensation appropriate for the members of both boards of directors. The compensation philosophy for non-employee members of the Board is designed to attract and retain high performing directors who will perform in the best interest of shareholders. The compensation of Board members, when considered on an aggregate basis for service on the Board of Directors of NW Holdings and NW Natural, is targeted to be aligned near the middle of the market (50th percentile) for the same group of 18 peer companies approved by the OECC for the evaluation of executive compensation. The Governance Committee reviews Board compensation annually and recommends adjustments to compensation as necessary. The Consultant who assists the OECC with executive compensation also provides the Governance Committee with competitive market data for Board compensation. While the components of compensation have evolved over the years, the pay components for 2025 consisted of a cash retainer, a separate cash retainer for each committee on which a director serves, a separate cash retainer for serving as Chair or Vice-Chair of the Board or Chair of a committee of the Board, and cash meeting fees for those meetings exceeding regularly scheduled meetings, beginning with the second unscheduled meeting. The Board has adopted stock ownership guidelines that require directors to own NW Holdings shares with a value of at least $450,000 within five years of joining the Board, including amounts deferred pursuant to the plans described below. The Governance Committee last reviewed the progress of the directors in achieving these stock ownership objectives in February 2026 and concluded that all of the directors have achieved, or are making adequate progress toward achieving, the stock ownership goals.