Form 8-K

8-K — Northwest Natural Holding Co

Accession: 0001733998-26-000085

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0001733998

SIC: 4924 (NATURAL GAS DISTRIBUTION)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — nwn-20260506.htm (Primary)

EX-99.1 (a2026q1ex991pressreleasedo.htm)

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8-K

8-K (Primary)

Filename: nwn-20260506.htm · Sequence: 1

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00017339980000073020falsefalse00017339982026-05-062026-05-060001733998nwn:NorthwestNaturalGasCompanyMember2026-05-062026-05-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

May 6, 2026

Date of Report (Date of earliest event reported)

NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURAL GAS COMPANY

(Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)

Commission file number 1-38681 Commission file number 1-15973

Oregon 82-4710680 Oregon 93-0256722

(State or other jurisdiction of

incorporation) (I.R.S. Employer

Identification No.) (State or other jurisdiction of

incorporation or organization) (I.R.S. Employer

Identification No.)

250 SW Taylor Street 250 SW Taylor Street

Portland , Oregon 97204 Portland , Oregon 97204

(Address of principal executive offices) (Zip Code) (Address of principal executive offices) (Zip Code)

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

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Registrant Title of each class Trading Symbol

Name of each exchange

on which registered

Northwest Natural Holding Company Common Stock NWN New York Stock Exchange

Northwest Natural Gas Company None

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

Northwest Natural Holding Company Emerging growth company ☐

Northwest Natural Gas Company Emerging growth company ☐

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

Item 2.02

Results of Operation and Financial Condition

On May 6, 2026, Northwest Natural Holding Company (NW Holdings) issued a press release announcing its earnings for the quarter ended March 31, 2026. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Item 2.02 and in the accompanying exhibit shall not be incorporated by reference into any filing of NW Holdings or Northwest Natural Gas Company (NW Natural), whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Item 2.02, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Forward-Looking Statements

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

Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosure about Market Risk" in the most recent Annual Report on Form 10-K and in Part I, Items 2 and 3 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures About Market Risk", and Part II, Item 1A, "Risk Factors", in the quarterly reports filed thereafter, which, among others, outline legal, regulatory and legislative risks, financial, macroeconomic and geopolitical risks, growth and strategic risks, operational risks, business continuity and technology risks, environmental risks and risks related to our water and renewables businesses.

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

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index below.

EXHIBIT INDEX

Exhibit Description

99.1

Press Release of Northwest Natural Holding Company issued May 6, 2026 (furnished and not filed).

104 Inline XBRL for the cover page of this Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NORTHWEST NATURAL HOLDING COMPANY

(Registrant)

Dated: May 6, 2026

/s/ Raymond Kaszuba III

Senior Vice President and Chief Financial Officer

NORTHWEST NATURAL GAS COMPANY

(Registrant)

Dated: May 6, 2026

/s/ Raymond Kaszuba III

Senior Vice President and Chief Financial Officer

EX-99.1

Filename: a2026q1ex991pressreleasedo.htm · Sequence: 2

Document

Exhibit 99.1

For Immediate Release

May 6, 2026

NW Natural Holdings Reports Strong First Quarter 2026 Results

PORTLAND, ORE. — Northwest Natural Holding Company (NYSE: NWN) (NW Natural Holdings or the Company) reported financial results and highlights including:

First Quarter 2026 Highlights

•Reported earnings per share (EPS) of $2.33 for the first quarter of 2026, compared to EPS of $2.18 and adjusted EPS1 of $2.28 for the same period in 2025

•Added over 26,000 gas and water utility connections over the 12 months ended March 31, 2026 for a growth rate of 2.8%, driven by both acquisitions and organic customer growth of 1.8%

•Invested $114 million in our gas and water systems to support greater reliability and resiliency

2026 Guidance and Long-term Growth Targets Reaffirmed

•2026 EPS guidance of $2.95 – $3.15

•Expect rate base growth of 6% – 8% through 2030 driven by planned cap-ex of $2.6 – $2.9 billion from 2026 – 2030

•Long-term EPS growth rate target of 4% – 6%2 and potential to increase to 5% – 7%2 with MX3 gas storage project

“I'm pleased with our strong first‑quarter results, which put us on solid footing for the year," said Justin Palfreyman, President and CEO of NW Natural Holding Company. "These results reflect our continued focus on building a consistent track record of disciplined execution. We made progress on our key regulatory initiatives and delivered solid operational performance, efficient capital investment, and healthy customer growth across all three of our regulated utility businesses. Additionally, our MX3 gas storage expansion project is on track and continues to build momentum. We remain confident in our strategy and our ability to deliver long‑term value to stakeholders.”

FIRST QUARTER RESULTS

NW Natural Holdings' first quarter results are summarized below:

Three Months Ended March 31,

In thousands, except per share data 2026 2025 Change

Net income $97,489 $87,916 $9,573

EPS 2.33 2.18 0.15

Adjusted net income1

97,489 91,802 5,687

Adjusted EPS1

2.33 2.28 0.05

1 See "Non-GAAP Financial Measures"and "Reconciliation to GAAP" for a definition and further information on adjusted net income and adjusted EPS. Adjusted Q1 2025 net income and adjusted EPS exclude transaction and business development costs including the effects of the SiEnergy transaction.

2 EPS growth forecasted for period 2026 – 2030 compounded annually; EPS growth rate uses adjusted 2025 EPS as base year. Long-term growth rate target with MX3 assumes in-service date prior to the end of 2029. NW Natural Holdings does not provide a reconciliation of the adjusted EPS growth rate target to the most directly comparable GAAP measures due to the inherent difficulty in forecasting and quantifying certain significant items.

KEY EVENTS

Reached Settlement in NW Natural's Washington General Rate Case

On March, 23, 2026, NW Natural Gas Company (NW Natural) filed a multi-party settlement with the Washington Utilities and Transportation Commission (WUTC) that addresses all the revenue requirement items in the multi-year general rate case. The settlement provides increases to the annual revenue requirement over three years, consisting of a $20.1 million revenue increase in the first year beginning Aug. 1, 2026, a $7.7 million revenue increase in the second year, and an $8.7 million revenue increase in the third year. The settlement includes a capital structure of 50% common equity and 50% long-term debt, a return on equity of 9.5%, and an overall cost of capital of 7.15% beginning in the first year and growing to 7.22% in the third year. Rate base is $328.0 million in the first year, or an increase of $80.7 million since the last rate case. The settlement is subject to the review and approval of the WUTC. New rates are expected to be effective Aug. 1, 2026.

SiEnergy Filed a General Rate Case

On May 4, 2026, SiEnergy filed a general rate case with the Texas Railroad Commission (RRC). The filing requests the consolidation of SiEnergy and the Pines gas entities, a $12.0 million revenue increase, a capital structure of 60% common equity and 40% long-term debt, an 8.73% cost of capital, and a 10.75% return on equity. The filing includes rate base of $343.1 million or an increase of $176.9 million since the last rate case. SiEnergy is requesting the factors necessary to file for interim rate adjustments under the Gas Reliability Infrastructure Program (GRIP). New rates are expected to be effective in the fourth quarter of 2026.

Continued Progress on MX3 Storage Expansion Project

NW Natural continues to make progress on the 4 – 5 Bcf expansion of its Mist gas storage facility, including receiving the necessary permits and working on Engineering, Procurement and Construction (EPC) contracts. These new storage services will be regulated by FERC. Customers have agreed to a fixed 12.5% return on equity, and a capital structure of 50% equity and 50% long-term debt. Capital expenditures for the project are expected to total approximately $300 million. NW Natural continues to expect Notice to Proceed by late 2027 and MX3 to be in service by the end of 2029.

2026 GUIDANCE AND LONG-TERM TARGETS

We are reaffirming our 2026 guidance and long-term targets. This guidance assumes continued customer growth, average weather conditions, and no significant changes in prevailing regulatory policies, mechanisms, or assumed outcomes, or significant local, state or federal laws, legislation or regulations. Required funds for the capital expenditures are expected to be internally generated or financed with long-term debt or equity, as appropriate.

Guidance 2026

Guidance

(Unchanged) 2025

Actual

EPS $2.95 – $3.15

$2.931

Capital Expenditures $500 – $550 million $467 million

Long-term Targets

2026 – 20302

(Unchanged)

EPS Growth 4.0% – 6.0%

Capital Expenditures $2.6 – $2.9 billion

Rate Base 6.0% – 8.0%

Customer Growth 2.0% – 3.0%

1 See "Non-GAAP Financial Measures" and "Reconciliation to GAAP" for a definition and further information on adjusted EPS. Non-GAAP financial measures should not be

considered a substitute for, or superior to, measures calculated in accordance with U.S. GAAP. Non-GAAP financial measures are used to analyze our financial performance

because we believe they provide useful information to our investors and creditors in evaluating our financial condition and results of operations.

2 EPS growth forecasted for period 2026 – 2030 compounded annually; EPS growth rate uses adjusted 2025 EPS as the base year.

FIRST QUARTER RESULTS

NW Natural Holdings' first quarter results are summarized by business segment in the table below. Previously the NWN Gas Utility segment excluded certain gas storage and business activities for NW Natural, which were included in the Other segment. As of the first quarter of 2026, these activities are included along with the NWN Gas Utility activities and presented as the NW Natural segment. NW Holdings and NW Natural historical segment reporting has been recast to reflect their current organizational structure.

Three Months Ended March 31,

2026 2025 Change

In thousands, except per share data Amount

Per Share1

Amount

Per Share1

Amount Per Share

Net income (loss):

NW Natural $93,749 $2.24 $91,039 $2.26 $2,710 ($0.02)

SiEnergy 9,090 0.22 5,505 0.14 3,585 0.08

NWN Water 1,431 0.03 1,688 0.04 (257) (0.01)

Other (6,781) (0.16) (10,316) (0.26) 3,535 0.10

Consolidated $97,489 $2.33 $87,916 $2.18 $9,573 $0.15

Adjusted net income (loss):

NW Natural $93,749 $2.24 $91,039 $2.26 $2,710 ($0.02)

SiEnergy 9,090 0.22 5,505 0.14 3,585 0.08

NWN Water 1,431 0.03 1,688 0.04 (257) (0.01)

Other2

(6,781) (0.16) (6,430) (0.16) (351) —

Consolidated2

$97,489 $2.33 $91,802 $2.28 $5,687 $0.05

Diluted Shares 41,816 40,304 1,512

1 Segment EPS is a non-GAAP financial measure, which takes segment net income calculated in accordance with GAAP and divides it by the diluted shares outstanding of NW Natural Holdings. See "Non-GAAP Financial Measures" for additional information. The reconciliation of segment EPS to consolidated NW Natural Holdings EPS is shown in the table above.

2 See "Non-GAAP Financial Measures" and "Reconciliation to GAAP" for additional information on Other and consolidated adjusted net income and adjusted EPS.

NW Natural net income increased $2.7 million (or decreased $0.02 per share). Margin increased due to new rates from the Oregon rate case effective Oct. 31, 2025 and net income increased due to a lower income tax rate. These drivers were partially offset by higher depreciation and operations and maintenance (O&M) expense, as well as the impact of financing activities including higher interest expense and share issuances.

SiEnergy net income increased $3.6 million (or $0.08 per share) driven in part by customer growth and investments in the system. Additionally, the first quarter of 2026 reflected a full quarter of both SiEnergy (acquired on Jan. 7, 2025) and Pines (acquired on June 2, 2025) net income, which had a positive effect on year-over-year results.

NWN Water net income decreased $0.3 million (or $0.01 per share) mainly reflecting higher O&M expense to support growth and depreciation expense, partially offset by higher operating revenues driven by healthy organic customer growth and acquisitions.

Other net loss decreased $3.5 million (or $0.10 per share). On an adjusted basis, which excludes the SiEnergy transaction costs in the first quarter 2025, net loss decreased $0.4 million (flat on a per share basis).

DIVIDEND DECLARED

The board of directors of NW Natural Holdings declared a quarterly dividend of $0.4925 per share on the Company’s common stock. The dividend is payable on May 15, 2026 to shareholders of record on April 30, 2026. The Company's current indicated annual dividend rate is $1.97 per share. Future dividends are subject to board of director discretion and approval.

CONFERENCE CALL AND WEBCAST

As previously announced, NW Natural Holdings will host a conference call and webcast today to discuss its first quarter 2026 financial and operating results.

Date and Time:

Wednesday, May 6, 2026

8 a.m. PT (11 a.m. ET)

Phone Numbers:

1-833-461-5787

Meeting ID: 913916145

The call will also be webcast in a listen-only format for the media and general public and can be accessed at ir.nwnaturalholdings.com. A replay of the conference call will be available on our website as well.

ABOUT NW NATURAL HOLDINGS

NW Natural Holding Company (NYSE: NWN) is headquartered in Portland, Oregon and has operated for more than 167 years. It owns Northwest Natural Gas Company (NW Natural), the Company's long-standing natural gas utility serving the Pacific Northwest; SiEnergy Operating, LLC (SiEnergy), a fast-growing natural gas utility serving key Texas markets; NW Natural Water Company (NW Natural Water), an expanding water and wastewater utility; and additional business interests. Together, NW Natural Holdings provides essential energy and water services to nearly one million customers across seven states. The Company has a longstanding commitment to safety, environmental stewardship and supporting its employees and communities, and consistently leads the industry in J.D. Power customer satisfaction. Additional information is available at nwnaturalholdings.com.

Investor Contact:

Nikki Sparley

Phone: 503-721-2530

Email: nikki.sparley@nwnatural.com

Media Contact:

David Roy

Phone: 503-610-7157

Email: david.roy@nwnatural.com

FORWARD-LOOKING STATEMENTS

Forward-looking statements are based on current expectations and assumptions regarding its business, the economy, geopolitical factors, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual results may differ materially from those contemplated by the forward-looking statements. You are therefore cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future operational, economic or financial performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed by reference to the factors described in Part I, Item 1A "Risk Factors", and Part II, Item 7 and Item 7A "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosure about Market Risk" in the most recent Annual Report on Form 10-K and in Part I, Items 2 and 3 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures About Market Risk", and Part II, Item 1A, "Risk Factors", in the quarterly reports filed thereafter, which, among others, outline legal, regulatory and legislative risks, financial, macroeconomic and geopolitical risks, growth and strategic risks, operational risks, business continuity and technology risks, environmental risks and risks related to our water and renewables businesses.

NON-GAAP FINANCIAL MEASURES

Management uses "adjusted net income", "adjusted earnings per share," "adjusted segment net loss," "segment earnings per share” and "adjusted segment earnings per share," each of which are non-GAAP financial measures, when evaluating NW Natural Holdings' overall performance. Management uses non-GAAP measures in making operating decisions because we believe those measures provide meaningful supplemental information regarding our earning potential and performance for management by excluding certain expenses and charges that may not be indicative of our core business operating results and can affect the comparison of period-over-period results. These adjustments may include transaction and business development costs primarily consisting of professional fees including legal, accounting, financial and other professional fees incurred in connection with business combinations and business development activities. In addition to presenting the results of operations and earnings amounts in total, certain financial measures are expressed in cents per share, which are non-GAAP financial measures. All references to EPS are on the basis of diluted shares.

Such non-GAAP financial measures are used to analyze our financial performance because we believe they provide useful information to our investors and creditors in evaluating our financial condition and results of operations. Our non-GAAP financial measures should not be considered a substitute for, or superior to, measures calculated in accordance with U.S. GAAP. Moreover, these non-GAAP financial measures have limitations in that they do not reflect all the items associated with the operations of the business as determined in accordance with GAAP. Other companies may calculate similarly titled non-GAAP financial measures differently than how such measures are calculated in this report, limiting the usefulness of those measures for comparative purposes. A reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure is provided in the tables below.

NORTHWEST NATURAL HOLDINGS

Consolidated Income Statement and Financial Highlights (Unaudited)

First Quarter 2026

Three Months Ended

In thousands, except per share amounts, customer, and degree day data March 31,

2026 2025

Operating revenues $490,403 $494,284

Operating expenses:

Cost of gas 158,149 172,991

Operations and maintenance 83,109 83,683

Environmental remediation 6,325 6,253

General taxes 16,343 15,771

Revenue taxes 18,100 19,405

Depreciation 44,134 40,500

Other operating expenses 1,375 1,327

Total operating expenses 327,535 339,930

Income from operations 162,868 154,354

Other income (expense), net 512 (2,516)

Interest expense, net 33,352 29,395

Income before income taxes 130,028 122,443

Income tax expense 32,539 34,527

Net income $97,489 $87,916

Common shares outstanding:

Average diluted for period 41,816 40,304

End of period 42,080 40,309

Per share of common stock information:

Diluted earnings $2.33 $2.18

Dividends paid per share 0.4925 0.4900

Capital structure, end of period:

Common stock equity 37.7 % 38.7 %

Long-term debt (including junior subordinated notes) 54.4 58.2

Short-term debt (including current maturities of long-term debt) 7.9 3.1

Total 100.0 % 100.0 %

Operating Statistics

Meters

NW Natural 811,089 807,426

SiEnergy 92,754 73,077

NWN Water 81,237 78,052

Total meters - end of period 985,080 958,555

NW Natural Margin

Operating revenues $433,896 $448,813

Less: Cost of gas 140,144 159,436

Less: Environmental remediation expense 6,325 6,253

Less: Revenue taxes 17,037 18,565

NW Natural margin $270,390 $264,559

SiEnergy Margin

Operating revenues $31,695 $22,666

Less: Cost of gas 12,279 8,303

Less: Revenue taxes 961 779

SiEnergy margin $18,455 $13,584

NORTHWEST NATURAL HOLDINGS

Consolidated Balance Sheets (Unaudited) March 31,

In thousands 2026 2025

Assets:

Current assets:

Cash and cash equivalents $34,945 $100,050

Accounts receivable 150,545 154,746

Accrued unbilled revenue 61,236 59,936

Allowance for uncollectible accounts (4,510) (4,427)

Regulatory assets 146,545 88,623

Derivative instruments 2,719 4,363

Inventories 134,745 90,334

Other current assets 57,895 46,275

Total current assets 584,120 539,900

Non-current assets:

Property, plant, and equipment 5,722,356 5,268,063

Less: Accumulated depreciation 1,300,897 1,266,222

Total property, plant, and equipment, net 4,421,459 4,001,841

Regulatory assets 637,563 371,258

Derivative instruments 459 864

Other investments 69,441 82,663

Operating lease right of use asset, net 68,113 70,455

Assets under sales-type leases 120,450 124,623

Goodwill 371,257 354,534

Other non-current assets 146,105 160,754

Total non-current assets 5,834,847 5,166,992

Total assets $6,418,967 $5,706,892

Liabilities and equity:

Current liabilities:

Short-term debt $171,276 $81,100

Current maturities of long-term debt 160,669 36,838

Accounts payable 124,844 132,814

Taxes accrued 17,197 24,115

Interest accrued 22,036 16,297

Regulatory liabilities 113,914 111,050

Derivative instruments 42,097 26,122

Operating lease liabilities 3,270 2,662

Other current liabilities 75,225 82,958

Total current liabilities 730,528 513,956

Long-term debt 2,272,444 2,193,071

Deferred credits and other non-current liabilities:

Deferred tax liabilities 467,134 424,338

Regulatory liabilities 762,429 730,084

Pension and other postretirement benefit liabilities 108,929 127,853

Derivative instruments 17,318 8,224

Operating lease liabilities 74,918 77,226

Other non-current liabilities 408,366 175,922

Total deferred credits and other non-current liabilities 1,839,094 1,543,647

Equity:

Common stock 1,069,314 992,278

Retained earnings 512,213 470,795

Accumulated other comprehensive loss (4,626) (6,855)

Total equity 1,576,901 1,456,218

Total liabilities and equity $6,418,967 $5,706,892

NORTHWEST NATURAL HOLDINGS

Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31,

In thousands 2026 2025

Operating activities:

Net income $97,489 $87,916

Adjustments to reconcile net income to cash provided by operations:

Depreciation 44,134 40,500

Amortization 6,131 5,583

Deferred income taxes 24,998 23,997

Qualified defined benefit pension plan expense 2,307 2,719

Contributions to qualified defined benefit pension plans (2,900) (2,610)

Deferred environmental expenditures, net (6,079) (6,991)

Environmental remediation expense 6,325 6,253

Asset optimization revenue sharing bill credits (23,156) (15,549)

Other 4,207 3,016

Changes in assets and liabilities:

Receivables, net 21,656 15,509

Inventories (7,598) 18,279

Income and other taxes 13,408 18,084

Accounts payable (31,219) 4,187

Deferred gas costs (29,651) (16,959)

Asset optimization revenue sharing 4,297 4,357

Decoupling mechanism (15,803) (1,422)

Cloud-based software (2,490) (2,195)

Regulatory accounts 13,208 2,155

Other, net (3,137) (7,219)

Cash provided by operating activities 116,127 179,610

Investing activities:

Capital expenditures (113,656) (102,184)

Acquisitions, net of cash acquired — (270,492)

Purchase of equity method investment (1,000) (1,000)

Other (1,397) (1,299)

Cash used by investing activities (116,053) (374,975)

Financing activities:

Proceeds from common stock issued, net 22,264 961

Long-term debt issued — 375,000

Long-term debt retired (121) (1,511)

Changes in other short-term debt, net (713) (94,010)

Cash dividend payments on common stock (19,775) (19,104)

Payment of financing fees (54) (4,307)

Shares withheld for tax purposes (1,988) (1,536)

Other (392) (1,125)

Cash (used in) provided by financing activities (779) 254,368

(Decrease) increase in cash, cash equivalents and restricted cash (705) 59,003

Cash, cash equivalents and restricted cash, beginning of period 41,077 47,982

Cash, cash equivalents and restricted cash, end of period $40,372 $106,985

Supplemental disclosure of cash flow information:

Interest paid, net of capitalization $36,443 $30,109

Income taxes paid, net of refunds 1,400 750

Reconciliation of cash, cash equivalents and restricted cash:

Cash and cash equivalents $34,945 $100,050

Restricted cash included in other current and non-current assets 5,427 6,935

Cash, cash equivalents and restricted cash $40,372 $106,985

NORTHWEST NATURAL HOLDINGS

Reconciliation to GAAP (Unaudited)

Three Months Ended March 31,

2026 2025

In thousands, except per share data

Amount

Per Share

Amount

Per Share

CONSOLIDATED

GAAP net income

$97,489 $2.33 $87,916 $2.18

Transaction costs

— — 5,287 0.13

Income tax effect1

— — (1,401) (0.03)

Adjusted net income

$97,489 $2.33 $91,802 $2.28

Diluted shares

41,816 40,304

OTHER

GAAP net loss

($6,781) ($0.16) ($10,316) ($0.26)

Transaction costs

— — 5,287 0.13

Income tax effect1

— — (1,401) (0.03)

Adjusted net loss

($6,781) ($0.16) ($6,430) ($0.16)

Twelve Months Ended

Dec. 31, 2025

In thousands, except per share data

Amount Per Share

CONSOLIDATED

GAAP net income

$113,319 $2.77

Transaction costs

9,084 0.22

Income tax effect1

(2,407) (0.06)

Adjusted net income

$119,996 $2.93

Diluted shares

40,953

OTHER

GAAP net loss

($38,795) ($0.95)

Transaction costs

9,084 0.22

Income tax effect2

(2,407) (0.06)

Adjusted net loss

($32,118) ($0.78)

1 SiEnergy transaction expenses were recognized in the first quarter of 2025. Tax effect of adjustment was calculated using a combined federal and statutory rate of 26.5%.

2 SiEnergy transaction expenses were recognized in the first quarter of 2025 and Pines transaction expenses were recognized in the second quarter of 2025. Other business development costs were recognized in the second and third parter of 2025. Tax effect of adjustment was calculated using a combined federal and statutory rate of 26.5%

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