Form 8-K

8-K — Northwest Natural Holding Co

Accession: 0001733998-26-000125

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001733998

SIC: 4924 (NATURAL GAS DISTRIBUTION)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — nwn-20260805.htm (Primary)

EX-99.1 (a2026q2ex991pressreleasedo.htm)

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8-K

8-K (Primary)

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nwn-20260805

00017339980000073020falsefalse00017339982026-08-052026-08-050001733998nwn:NorthwestNaturalGasCompanyMember2026-08-052026-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

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

August 5, 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 August 5, 2026, Northwest Natural Holding Company (NW Holdings) issued a press release announcing its earnings for the quarter ended June 30, 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.

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.

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 August 5, 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: August 5, 2026

/s/ Raymond Kaszuba III

Senior Vice President and Chief Financial Officer

NORTHWEST NATURAL GAS COMPANY

(Registrant)

Dated: August 5, 2026

/s/ Raymond Kaszuba III

Senior Vice President and Chief Financial Officer

EX-99.1

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Document

Exhibit 99.1

For Immediate Release

Aug. 5, 2026

NW Natural Holdings Reports Second Quarter 2026 Results and Expects 2026 EPS in the Upper Half of Guidance Range

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

Second Quarter and Year-to-Date 2026 Highlights

•Reported earnings per share (EPS) of $0.01 for the second quarter of 2026, compared to a net loss per share of $0.06 and adjusted EPS1 of $0.01 for the same period in 2025

•Achieved EPS of $2.33 for the first six months of 2026, compared to EPS of $2.11 and adjusted EPS1 of $2.28 for the same period in 2025

•Added nearly 18,000 gas and water utility connections over the 12 months ended June 30, 2026 for a growth rate of 1.9%

•Invested $235 million in the first six months of 2026 in our gas and water systems to support greater reliability and resiliency

•Received order in NW Natural's Washington general rate case providing a revenue requirement increase of $20.1 million over current rates beginning Aug. 1, 2026 with additional increases in the following two years

•Filed a multi-party settlement in the NW Natural Oregon alternative rate mechanism (ARM) docket

Expect Full Year EPS to be in the Upper Half of 2026 Guidance Range with Long-term Growth Targets Reaffirmed

•2026 EPS is expected to be in the upper half of the guidance range of $2.95 – $3.15

•Expect rate base growth of 6% – 8% through 2030 driven by planned capital expenditures 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

“Our results exceeded our expectations and reflect strong execution across the business,” said Justin Palfreyman, President and Chief Executive Officer. "Our consistent performance and strong first-half results, combined with increased visibility into the balance of the year, support our expectation that 2026 EPS will be in the upper half of our guidance range. The strength of our strategy positions NW Natural Holdings to continue to deliver safe, reliable, and affordable service while creating long-term value for customers and shareholders.”

SECOND QUARTER AND YEAR-TO-DATE RESULTS

NW Natural Holdings' second quarter and year-to-date results are summarized below:

Three Months Ended June 30, Six Months Ended June 30,

In thousands, except per share data 2026 2025 Change 2026 2025 Change

Net income (loss) $600 ($2,500) $3,100 $98,089 $85,416 $12,673

Earnings (loss) per share 0.01 (0.06) 0.07 2.33 2.11 0.22

Adjusted net income1

600 315 285 98,089 92,118 5,971

Adjusted EPS1

0.01 0.01 — 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 second quarter and first half of 2025 net income and adjusted EPS exclude transaction and business development costs including the effects of the SiEnergy and Pines Gas transactions.

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. These items are uncertain, depend on various factors and could have a material impact on GAAP-reported results for the relevant period.

KEY EVENTS

Washington Commission Approved New Rates for NW Natural

On July 29, 2026, the Washington Utilities and Transportation Commission (WUTC) issued an order approving the multi-party settlement in Northwest Natural Gas Company's (NW Natural) multi-year general rate case. The order increased the annual revenue requirement over three years, consisting of a $20.1 million revenue increase in the first year beginning Aug. 1, 2026, a $7.5 million revenue increase in the second year, and a $7.4 million revenue increase in the third year. The order included 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. New rates were effective Aug. 1, 2026.

Alternative Rate Mechanism Multi-Party Settlement Filed in Oregon

On June 29, 2026, NW Natural filed a multi-party settlement with the Public Utility Commission of Oregon (OPUC) that addresses all aspects of the revenue requirement items in the alternative rate mechanism (ARM). The settlement provides an increase to the annual revenue requirement of $13.0 million, compared to the original request of $15.6 million. A Commission order is expected later this year with new rates expected to be effective on Oct. 31, 2026.

2026 GUIDANCE AND LONG-TERM TARGETS

We now expect 2026 EPS in the upper half of our guidance range and are reaffirming our 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 2025

Actual

EPS $2.95 – $3.15

(Expecting upper half)

$2.931

Capital Expenditures $500 – $550 million $467 million

Long-term Targets

2026 – 20302

(Unchanged)

EPS Growth 4.0% – 6.0%

EPS Growth including MX3 5.0% – 7.0%

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. 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. These items are uncertain, depend on various factors and could have a material impact on GAAP-reported results for the relevant period.

SECOND QUARTER RESULTS

NW Natural Holdings' second 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 Natural Holdings and NW Natural historical segment reporting has been recast to reflect their current organizational structure.

Three Months Ended June 30,

2026 2025 Change

In thousands, except per share data Amount

Per Share1

Amount

Per Share1

Amount Per Share

Net income (loss):

NW Natural $3,933 $0.09 $4,924 $0.12 ($991) ($0.03)

SiEnergy 2,056 0.05 1,014 0.03 1,042 0.02

NWN Water 2,272 0.05 2,833 0.07 (561) (0.02)

Other (7,661) (0.18) (11,271) (0.28) 3,610 0.10

Consolidated $600 $0.01 ($2,500) ($0.06) $3,100 $0.07

Adjusted net income (loss):

NW Natural $3,933 $0.09 $4,924 $0.12 ($991) ($0.03)

SiEnergy 2,056 0.05 1,014 0.03 1,042 0.02

NWN Water 2,272 0.05 2,833 0.07 (561) (0.02)

Other2

(7,661) (0.18) (8,456) (0.21) 795 0.03

Consolidated2

$600 $0.01 $315 $0.01 $285 $—

Diluted Shares 42,178 40,482 1,696

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 decreased $1.0 million (or $0.03 per share) as higher margin from new rates in Oregon, which were effective Oct. 31, 2025, were more than offset by increased operations and maintenance (O&M) expense and continued investment in the system resulting in higher depreciation expense and financing costs.

SiEnergy net income increased $1.0 million (or $0.02 per share), primarily due to customer growth and the benefit of deferring depreciation and interest costs on investments allowed by Texas House Bill 4384. Results also benefited from a full quarter of earnings contribution from Pines, which was acquired on June 2, 2025.

NWN Water net income decreased $0.6 million (or $0.02 per share) as higher operating revenues driven by rate increases and customer growth were more than offset by increased O&M expenses to support the growth of the business including higher payroll and benefits and technology costs.

Other net loss decreased $3.6 million (or $0.10 per share), primarily due to lower acquisition and business development expenses compared to the prior year. On an adjusted basis, which excludes transaction and business development costs incurred in the second quarter of 2025, net loss decreased $0.8 million (or $0.03 per share) primarily due to higher net income from NW Natural Renewables.

YEAR-TO-DATE RESULTS

NW Natural Holdings' year-to-date results are summarized by business segment in the table below:

Six Months Ended June 30,

2026 2025 Change

In thousands, except per share data Amount

Per Share1

Amount

Per Share1

Amount Per Share

Net income (loss):

NW Natural $97,682 $2.32 $95,963 $2.37 $1,719 ($0.05)

SiEnergy 11,146 0.27 6,519 0.16 4,627 0.11

NWN Water 3,703 0.09 4,521 0.11 (818) (0.02)

Other

(14,442) (0.35) (21,587) (0.53) 7,145 0.18

Consolidated $98,089 $2.33 $85,416 $2.11 $12,673 $0.22

Adjusted net income (loss):

NW Natural $97,682 $2.32 $95,963 $2.37 $1,719 ($0.05)

SiEnergy 11,146 0.27 6,519 0.16 4,627 0.11

NWN Water 3,703 0.09 4,521 0.11 (818) (0.02)

Other2

(14,442) (0.35) (14,885) (0.36) 443 0.01

Consolidated2

$98,089 $2.33 $92,118 $2.28 $5,971 $0.05

Diluted Shares

42,014 40,429 1,585

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 $1.7 million (or decreased $0.05 per share) as higher margin from new rates in Oregon, which were effective Oct. 31, 2025, was partially offset by increased O&M expense and continued investment in the system resulting in higher depreciation expense and financing costs.

SiEnergy net income increased $4.6 million (or $0.11 per share) due to customer growth and the benefit of deferring depreciation and interest costs on investments allowed by Texas House Bill 4384. Additionally, the first half of 2026 reflected a full period 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 $0.8 million (or $0.02 per share) mainly reflecting higher O&M expense to support

growth and depreciation expense, partially offset by rate increases and customer growth.

Other net loss from the Company's other business activities decreased $7.1 million (or $0.18 per share). On an adjusted basis, which excludes transaction and business development costs, including the SiEnergy and Pines transaction costs in the first half 2025, net loss decreased $0.4 million (or $0.01 per share).

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 Aug. 14, 2026 to shareholders of record on July 31, 2026. The Company's current indicated annual dividend rate is $1.97 per share. Future dividends are subject to the discretion and approval of the board of directors.

CONFERENCE CALL AND WEBCAST

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

Date and Time:

Wednesday, August 5, 2026

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

Phone Numbers:

1-833-461-5787

Meeting ID: 270 825 224

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

This press release, and other presentations made by NW Natural 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.

Forward-looking statements are based on current expectations and assumptions regarding the Company's 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.

All forward-looking statements made in this release and all subsequent forward-looking statements, whether written or oral and whether made by or on behalf of NW Natural 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 Natural 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.

NON-GAAP FINANCIAL MEASURES

Management uses "adjusted net income", "adjusted earnings per share," "adjusted segment net income (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 release, 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)

Second Quarter 2026

Three Months Ended Six Months Ended

In thousands, except per share amounts, customer, and degree day data June 30, June 30,

2026 2025 2026 2025

Operating revenues $243,552 $236,194 $733,955 $730,478

Operating expenses:

Cost of gas 61,753 64,503 219,902 237,494

Operations and maintenance 80,354 79,065 163,463 162,748

Environmental remediation 2,431 2,296 8,756 8,549

General taxes 12,216 12,076 28,559 27,847

Revenue taxes 8,400 8,283 26,500 27,688

Depreciation 44,212 41,535 88,346 82,035

Other operating expenses 1,029 1,225 2,404 2,552

Total operating expenses 210,395 208,983 537,930 548,913

Income from operations 33,157 27,211 196,025 181,565

Other income (expense), net 1,405 (160) 1,917 (2,676)

Interest expense, net 33,352 30,491 66,704 59,886

Income before income taxes 1,210 (3,440) 131,238 119,003

Income tax expense 610 (940) 33,149 33,587

Net income (loss) $600 ($2,500) $98,089 $85,416

Common shares outstanding:

Average diluted for period 42,178 40,482 42,014 40,429

End of period 42,093 40,910 42,093 40,910

Per share of common stock information:

Diluted earnings $0.01 ($0.06) $2.33 $2.11

Dividends paid per share 0.4925 0.4900 0.9850 0.9800

Capital structure, end of period:

Common stock equity 37.3 % 38.0 % 37.3 % 38.0 %

Long-term debt (including junior subordinated notes) 56.8 54.2 56.8 54.2

Short-term debt (including current maturities of long-term debt) 5.9 7.8 5.9 7.8

Total 100.0 % 100.0 % 100.0 % 100.0 %

Operating Statistics

Meters

NW Natural 809,917 807,243

SiEnergy 95,904 83,278

NWN Water 81,294 78,635

Total meters - end of period 987,115 969,156

NW Natural Margin

Operating revenues $204,802 $200,807 $638,698 $649,620

Less: Cost of gas 53,326 56,939 193,470 216,375

Less: Environmental remediation expense 2,431 2,296 8,756 8,549

Less: Revenue taxes 7,906 7,832 24,943 26,397

NW Natural margin $141,139 $133,740 $411,529 $398,299

SiEnergy Margin

Operating revenues $13,546 $11,502 $45,241 $34,168

Less: Cost of gas 3,382 2,977 15,661 11,280

Less: Revenue taxes 377 364 1,338 1,143

SiEnergy margin $9,787 $8,161 $28,242 $21,745

NORTHWEST NATURAL HOLDINGS

Consolidated Balance Sheets (Unaudited) June 30,

In thousands 2026 2025

Assets:

Current assets:

Cash and cash equivalents $24,234 $102,579

Accounts receivable 83,150 78,865

Accrued unbilled revenue 26,484 27,943

Allowance for uncollectible accounts (3,855) (3,210)

Regulatory assets 168,092 103,914

Derivative instruments 4,338 7,210

Inventories 142,887 113,720

Other current assets 53,902 35,095

Total current assets 499,232 466,116

Non-current assets:

Property, plant, and equipment 5,844,802 5,415,697

Less: Accumulated depreciation 1,318,811 1,269,274

Total property, plant, and equipment, net 4,525,991 4,146,423

Regulatory assets 640,656 372,668

Derivative instruments 3,430 4,077

Other investments 68,998 82,223

Operating lease right of use asset, net 67,950 69,555

Assets under sales-type leases 119,425 123,588

Goodwill 371,614 370,889

Other non-current assets 144,486 151,024

Total non-current assets 5,942,550 5,320,447

Total assets $6,441,782 $5,786,563

Liabilities and equity:

Current liabilities:

Short-term debt $121,289 $157,396

Current maturities of long-term debt 125,685 141,541

Accounts payable 135,525 116,819

Taxes accrued 13,031 11,530

Interest accrued 27,326 25,279

Regulatory liabilities 116,034 130,944

Derivative instruments 36,508 25,977

Operating lease liabilities 3,424 2,486

Other current liabilities 68,265 71,895

Total current liabilities 647,087 683,867

Long-term debt 2,376,685 2,086,650

Deferred credits and other non-current liabilities:

Deferred tax liabilities 470,623 426,827

Regulatory liabilities 779,458 737,194

Pension and other postretirement benefit liabilities 105,106 125,019

Derivative instruments 17,541 7,908

Operating lease liabilities 74,782 76,749

Other non-current liabilities 411,205 183,111

Total deferred credits and other non-current liabilities 1,858,715 1,556,808

Equity:

Common stock 1,071,786 1,017,403

Retained earnings 492,032 448,517

Accumulated other comprehensive loss (4,523) (6,682)

Total equity 1,559,295 1,459,238

Total liabilities and equity $6,441,782 $5,786,563

NORTHWEST NATURAL HOLDINGS

Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30,

In thousands 2026 2025

Operating activities:

Net income $98,089 $85,416

Adjustments to reconcile net income to cash provided by operations:

Depreciation 88,346 82,035

Amortization 12,199 12,136

Deferred income taxes 28,776 28,054

Qualified defined benefit pension plan expense 4,615 5,437

Contributions to qualified defined benefit pension plans (6,450) (5,510)

Deferred environmental expenditures, net (14,329) (11,720)

Environmental remediation expense 8,756 8,549

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

Other 6,483 7,794

Changes in assets and liabilities:

Receivables, net 118,552 121,551

Inventories (15,364) (4,382)

Income and other taxes 12,853 8,505

Accounts payable (19,663) 11,582

Deferred gas costs (58,483) (45,247)

Asset optimization revenue sharing 8,760 10,097

Decoupling mechanism (36,201) (14,793)

Cloud-based software (4,957) (3,819)

Regulatory accounts 18,606 1,612

Other, net (1,584) 22

Cash provided by operating activities 225,848 281,770

Investing activities:

Capital expenditures (234,950) (222,664)

Acquisitions, net of cash acquired — (331,329)

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

Other 974 (894)

Cash used by investing activities (234,976) (555,887)

Financing activities:

Proceeds from common stock issued, net 22,182 24,384

Long-term debt issued 125,000 375,000

Long-term debt retired (55,292) (3,022)

Changes in other short-term debt, net (50,700) (17,692)

Cash dividend payments on common stock (39,866) (38,180)

Payment of financing fees (1,069) (4,385)

Shares withheld for tax purposes (1,988) (1,537)

Other (372) (1,769)

Cash (used by) provided by financing activities (2,105) 332,799

(Decrease) increase in cash, cash equivalents and restricted cash (11,233) 58,682

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

Cash, cash equivalents and restricted cash, end of period $29,844 $106,664

Supplemental disclosure of cash flow information:

Interest paid, net of capitalization $63,504 $52,557

Income taxes paid, net of refunds 3,300 8,079

Reconciliation of cash, cash equivalents and restricted cash:

Cash and cash equivalents $24,234 $102,579

Restricted cash included in other current and non-current assets 5,610 4,085

Cash, cash equivalents and restricted cash $29,844 $106,664

NORTHWEST NATURAL HOLDINGS

Reconciliation to GAAP (Unaudited)

Three Months Ended June 30,

2026 2025

In thousands, except per share data

Amount

Per Share

Amount

Per Share

CONSOLIDATED

GAAP net income (loss)

$600 $0.01 ($2,500) ($0.06)

Transaction and business development costs

— — 3,831 0.09

Income tax effect1

— — (1,016) (0.02)

Adjusted net income

$600 $0.01 $315 $0.01

Diluted shares

42,178 40,482

OTHER

GAAP net loss

($7,661) ($0.18) ($11,271) ($0.28)

Transaction and business development costs — — 3,831 0.09

Income tax effect1

— — (1,016) (0.02)

Adjusted net loss

($7,661) ($0.18) ($8,456) ($0.21)

Six Months Ended June 30,

In thousands, except per share data 2026 2025

Amount Per Share Amount Per Share

CONSOLIDATED

GAAP net income $98,089 $2.33 $85,416 $2.11

Transaction and business development costs — — 9,118 0.23

Income tax effect2

— — (2,416) (0.06)

Adjusted net income $98,089 $2.33 $92,118 $2.28

Diluted shares 42,014 40,429

OTHER

GAAP net loss ($14,442) ($0.35) ($21,587) ($0.53)

Transaction and business development costs — — 9,118 0.23

Income tax effect2

— — (2,416) (0.06)

Adjusted net loss ($14,442) ($0.35) ($14,885) ($0.36)

Twelve Months Ended Dec. 31,

2025

In thousands, except per share data

Amount Per Share

CONSOLIDATED

GAAP net income $113,319 $2.77

Transaction and business development costs 9,084 0.22

Income tax effect3

(2,407) (0.06)

Adjusted net income $119,996 $2.93

Diluted shares

40,953

OTHER

GAAP net loss ($38,795) ($0.95)

Transaction and business development costs 9,084 0.22

Income tax effect3

(2,407) (0.06)

Adjusted net loss ($32,118) ($0.79)

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

3 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 quarters of 2025. Tax effect of adjustment was calculated using a combined federal and statutory rate of 26.5%.

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