nwn-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended June 30, 2025

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

For the transition period from ___________ to____________

NORTHWEST NATURAL HOLDING COMPANY

NORTHWEST NATURAL GAS COMPANY

(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 or organization)

(I.R.S. Employer
Identification No.)

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

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

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

NORTHWEST NATURAL HOLDING COMPANY

Yes

☒

☐

NORTHWEST NATURAL GAS COMPANY

Yes

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

NORTHWEST NATURAL HOLDING COMPANY

Yes

☒

☐

NORTHWEST NATURAL GAS COMPANY

Yes

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

NORTHWEST NATURAL HOLDING COMPANY

NORTHWEST NATURAL GAS COMPANY

Large Accelerated Filer

☒

Large Accelerated Filer

☐

Accelerated Filer

☐

Accelerated Filer

☐

Non-accelerated Filer

☐

Non-accelerated Filer

☒

Smaller Reporting Company

☐

Smaller Reporting Company

☐

Emerging Growth 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

NORTHWEST NATURAL HOLDING COMPANY

Yes

☐

☒

NORTHWEST NATURAL GAS COMPANY

Yes

☐

☒

At July 25, 2025, 40,938,429 shares of Northwest Natural Holding Company's Common Stock (the only class of Common Stock) were outstanding. All shares of Northwest Natural Gas Company's Common Stock (the only class of Common Stock) outstanding were held by Northwest Natural Holding Company.

This combined Form 10-Q is separately filed by Northwest Natural Holding Company and Northwest Natural Gas Company. Information contained in this document relating to Northwest Natural Gas Company is filed by Northwest Natural Holding Company and separately by Northwest Natural Gas Company. Northwest Natural Gas Company makes no representation as to information relating to Northwest Natural Holding Company or its subsidiaries, except as it may relate to Northwest Natural Gas Company and its subsidiaries.

NORTHWEST NATURAL GAS COMPANY

NORTHWEST NATURAL HOLDING COMPANY

For the Quarterly Period Ended June 30, 2025

TABLE OF CONTENTS


PART 1.	FINANCIAL INFORMATION	Page

	Forward-Looking Statements	3

Item 1.	Unaudited Financial Statements:
	Consolidated Statements of Comprehensive Income of Northwest Natural Holding Company for the three and six months ended June 3 0 , 2025 and 2024	5
	Consolidated Balance Sheets of Northwest Natural Holding Company at June 3 0 , 2025 and 2024 and December 31, 2024	6
	Consolidated Statements of Shareholders' Equity of Northwest Natural Holding Company for the three and six months ended June 3 0 , 2025 and 2024	8
	Consolidated Statements of Cash Flows of Northwest Natural Holding Company for the six months ended June 3 0 , 2025 and 2024	9
	Consolidated Statements of Comprehensive Income of Northwest Natural Gas Company for the three and six months ended June 3 0 , 2025 and 2024	10
	Consolidated Balance Sheets of Northwest Natural Gas Company at June 3 0 , 2025 and 2024 and December 31, 2024	11
	Consolidated Statements of Shareholder's Equity of Northwest Natural Gas Company for the three and six months ended June 3 0 , 2025 and 2024	13
	Consolidated Statements of Cash Flows of Northwest Natural Gas Company for the six months ended June 3 0 , 2025 and 2024	14
	Notes to Unaudited Consolidated Financial Statements	15

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	50

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	74

Item 4.	Controls and Procedures	75

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	75

Item 1A.	Risk Factors	75

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	75

Item 5.	Other Information	76

Item 6.	Exhibits	76

	Signatures	78

PART I. FINANCIAL INFORMATION

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which are subject to the safe harbors created by such Act. Forward-looking statements can be identified by words such as anticipates, assumes, may, intends, plans, projects, seeks, should, believes, estimates, expects, will, could, and similar references (including the negatives thereof) to future periods, although not all forward-looking statements contain these words. Examples of forward-looking statements include, but are not limited to, statements regarding the following:

•plans, projections and predictions;

•objectives, goals, visions or strategies;

•assumptions, generalizations and estimates;

•ongoing continuation of past practices or patterns;

•future events or performance;

•trends;

•risks;

•uncertainties;

•timing and cyclicality;

•economic conditions, including impacts of inflation, interest rates, recessionary risk, the imposition and/or announcement of tariffs imposed on the import of certain goods into the U.S. from various countries and general economic uncertainty;

•earnings and dividends;

•capital expenditures and allocation;

•capital markets or access to capital;

•capital or organizational structure;

•matters related to climate change and our role in decarbonization or a lower-carbon future;

•renewable natural gas, environmental attributes related thereto, and hydrogen;

•our strategy to reduce greenhouse gas emissions and the efficacy of communicating that strategy to shareholders, investors, stakeholders and communities;

•the policies and priorities of the current presidential administration and U.S. Congress;

•growth;

•customer rates;

•pandemic and related illness or quarantine and economic conditions related thereto or resulting therefrom;

•labor relations and workforce succession;

•commodity costs;

•desirability and cost competitiveness of natural gas;

•gas reserves;

•operational performance and costs;

•energy policy, infrastructure and preferences;

•public policy approach and involvement;

•efficacy of derivatives and hedges;

•liquidity, financial positions, and planned securities issuances;

•valuations;

•project and program development, expansion, or investment;

•business development efforts, including new business lines such as unregulated renewable natural gas, and acquisitions and integration thereof;

•implementation and execution of our water strategy;

•pipeline capacity, demand, location, and reliability;

•adequacy of property rights and operations center development;

•technology implementation and cybersecurity practices;

•competition;

•procurement and development of gas (including renewable natural gas) and water supplies;

•estimated expenditures, supply chain and third party availability and impairment;

•supply chain disruptions;

•costs of compliance, and our ability to include those costs in rates;

•customers bypassing our infrastructure;

•credit exposures and credit ratings or changes in credit ratings or outlook;

•uncollectible account amounts;

•rate or regulatory outcomes, recovery or refunds, and the availability of public utility commissions to take action;

•impacts or changes of the new presidential administration, executive orders, laws, rules and regulations, or legal challenges related thereto, including energy and climate related legislation;

•tax liabilities or refunds, including effects of tax legislation;

•levels and pricing of gas storage contracts and gas storage markets;

•outcomes, timing and effects of potential claims, litigation, regulatory actions, and other administrative matters;

•projected obligations, expectations and treatment with respect to, and the impact of new legislation on, retirement plans;

•international, federal, state, and local efforts to regulate, in a variety of ways, greenhouse gas emissions, and the effects of those efforts;

•geopolitical factors, including the ongoing conflicts in Europe and the Middle East;

•availability, adequacy, and shift in mix, of gas and water supplies;

•effects of new or anticipated changes in critical accounting policies or estimates;

•approval and adequacy of regulatory deferrals;

•effects and efficacy of regulatory mechanisms; and

•environmental, regulatory, litigation and insurance costs and recoveries, and timing thereof.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy, 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. Our actual results may differ materially from those contemplated by the forward-looking statements. We therefore caution you against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed in NW Holdings' and NW Natural's 2024 Annual Report on Form 10-K, 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 Disclosures about Market Risk”, respectively, and Part I of this report, Items 2 and 3, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk”, respectively.

Any forward-looking statement made in this report speaks only as of the date on which it is made. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We 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.

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

NORTHWEST NATURAL HOLDING COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	Three Months Ended June 30,				Six Months Ended June 30,
In thousands, except per share data	2025		2024		2025		2024

Operating revenues	$	236,194	$	211,714	$	730,478	$	645,184

Operating expenses:
Cost of gas	64,503		72,970		237,494		248,687
Operations and maintenance	79,065		64,950		162,748		138,564
Environmental remediation	2,296		2,329		8,549		8,075
General taxes	12,076		11,853		27,847		27,321
Revenue taxes	8,283		9,211		27,688		27,455
Depreciation	41,535		33,762		82,035		66,860
Other operating expenses	1,225		933		2,552		2,689
Total operating expenses	208,983		196,008		548,913		519,651
Income from operations	27,211		15,706		181,565		125,533
Other income (expense), net	(160)		6		(2,676)		(1,128)
Interest expense, net	30,491		19,311		59,886		39,842
Income (loss) before income taxes	(3,440)		(3,599)		119,003		84,563
Income tax (benefit) expense	(940)		(812)		33,587		23,527


Net income (loss)	(2,500)		(2,787)		85,416		61,036
Other comprehensive income (loss):
Change in employee benefit plan liability, net of taxes of $—and $115 for three months ended and $— and $49 for the six months ended June 30, 2025 and 2024, respectively	—		115		—		(134)
Amortization of non-qualified employee benefit plan liability, net of taxes $25 and $55 for the three months ended and $50 and $101 for the six months ended June 30, 2025 and 2024, respectively	174		152		349		279
Unrealized (loss) gain on interest rate swaps, net of taxes $— and $22 for the three months ended and $47 and $146 for the six months ended June 30, 2025 and 2024, respectively	(1)		58		(131)		404
Comprehensive income (loss)	$	(2,327)	$	(2,462)	$	85,634	$	61,585
Average common shares outstanding:
Basic	40,482		38,260		40,364		38,013
Diluted	40,482		38,260		40,429		38,059






Earnings (loss) per share of common stock:
Basic	$	(0.06)	$	(0.07)	$	2.12	$	1.61
Diluted	(0.06)		(0.07)		2.11		1.60

See Notes to Unaudited Consolidated Financial Statements

NORTHWEST NATURAL HOLDING COMPANY

CONSOLIDATED BALANCE SHEETS (UNAUDITED)


	June 30,		June 30,		December 31,
In thousands	2025		2024		2024

Assets:
Current assets:
Cash and cash equivalents	$	102,579	$	65,192	$	38,490

Accounts receivable	78,865		61,821		124,480
Accrued unbilled revenue	27,943		22,863		94,400
Allowance for uncollectible accounts	(3,210)		(3,758)		(3,474)
Regulatory assets	103,914		124,102		130,116
Derivative instruments	7,210		8,033		6,628
Inventories	113,720		107,332		106,954


Other current assets	35,095		37,535		60,180

Total current assets	466,116		423,120		557,774
Non-current assets:
Property, plant, and equipment	5,415,697		4,764,593		4,918,919
Less: Accumulated depreciation	1,269,274		1,234,148		1,246,592
Total property, plant, and equipment, net	4,146,423		3,530,445		3,672,327
Regulatory assets	372,668		308,521		382,499
Derivative instruments	4,077		2,985		535
Other investments	82,223		83,795		82,236
Operating lease right of use asset, net	69,555		69,813		68,626
Assets under sales-type leases	123,588		127,794		125,653
Goodwill	370,889		163,166		183,804
Other non-current assets	151,024		112,727		160,862

Total non-current assets	5,320,447		4,399,246		4,676,542
Total assets	$	5,786,563	$	4,822,366	$	5,234,316

See Notes to Unaudited Consolidated Financial Statements

NORTHWEST NATURAL HOLDING COMPANY

CONSOLIDATED BALANCE SHEETS (UNAUDITED)


	June 30,		June 30,		December 31,
In thousands, except share information	2025		2024		2024

Liabilities and equity:
Current liabilities:
Short-term debt	$	157,396	$	79,000	$	170,110
Current maturities of long-term debt	141,541		866		30,787
Accounts payable	116,819		93,564		133,270
Taxes accrued	11,530		11,302		16,176
Interest accrued	25,279		18,130		18,220
Regulatory liabilities	130,944		99,663		116,180
Derivative instruments	25,977		52,048		75,272
Operating lease liabilities	2,486		1,851		1,840
Other current liabilities	71,895		79,116		87,162

Total current liabilities	683,867		435,540		649,017
Long-term debt	2,086,650		1,574,751		1,679,355
Deferred credits and other non-current liabilities:
Deferred tax liabilities	426,827		394,489		397,149
Regulatory liabilities	737,194		705,929		730,117
Pension and other postretirement benefit liabilities	125,019		153,849		130,397
Derivative instruments	7,908		11,988		13,307
Operating lease liabilities	76,749		76,692		75,914
Other non-current liabilities	183,111		122,412		173,689

Total deferred credits and other non-current liabilities	1,556,808		1,465,359		1,520,573
Commitments and contingencies (Note 16)
Equity:
Common stock - no par value; authorized 100,000,000 shares; issued and outstanding 40,909,610, 38,669,098, and 40,222,305 at June 30, 2025 and 2024, and December 31, 2024, respectively	1,017,403		929,498		989,346
Retained earnings	448,517		423,718		402,925
Accumulated other comprehensive loss	(6,682)		(6,500)		(6,900)
Total equity	1,459,238		1,346,716		1,385,371
Total liabilities and equity	$	5,786,563	$	4,822,366	$	5,234,316

See Notes to Unaudited Consolidated Financial Statements

NORTHWEST NATURAL HOLDING COMPANY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)


In thousands, except per share amounts	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Total shareholders' equity, beginning balances	$	1,456,218	$	1,343,386	$	1,385,371	$	1,283,838

Common stock:
Beginning balances	992,278		905,153		989,346		890,976
Stock-based compensation	659		496		2,590		2,224
Shares issued pursuant to equity based plans, net of shares withheld for taxes	956		1,025		940		1,256
Issuance of common stock, net of issuance costs	23,510		22,824		24,527		35,042


Ending balances	1,017,403		929,498		1,017,403		929,498

Retained earnings:
Beginning balances	470,795		445,058		402,925		399,911
Net income (loss)	(2,500)		(2,787)		85,416		61,036
Dividends on common stock	(19,778)		(18,553)		(39,824)		(37,229)

Ending balances	448,517		423,718		448,517		423,718

Accumulated other comprehensive income (loss):
Beginning balances	(6,855)		(6,825)		(6,900)		(7,049)
Other comprehensive income	173		325		218		549

Ending balances	(6,682)		(6,500)		(6,682)		(6,500)

Total shareholders' equity, ending balances	$	1,459,238	$	1,346,716	$	1,459,238	$	1,346,716

Dividends per share of common stock	$	0.4900	$	0.4875	$	0.9800	$	0.9750

See Notes to Unaudited Consolidated Financial Statements

NORTHWEST NATURAL HOLDING COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	Six Months Ended June 30,
In thousands	2025		2024
Operating activities:
Net income	$	85,416	$	61,036
Adjustments to reconcile net income to cash provided by operations:
Depreciation	82,035		66,860
Amortization	12,136		9,461
Deferred income taxes	28,054		8,844
Qualified defined benefit pension plan expense	5,437		2,164
Contributions to qualified defined benefit pension plans	(5,510)		(3,390)
Deferred environmental expenditures, net	(11,720)		(14,128)
Environmental remediation expense	8,549		8,075


Asset optimization revenue sharing bill credits	(15,549)		(29,198)
Other	7,794		7,322
Changes in assets and liabilities:
Receivables, net	121,551		118,562
Inventories	(4,382)		5,411
Income and other taxes	8,505		14,837
Accounts payable	11,582		(10,966)
Deferred gas costs	(45,247)		(14,418)
Asset optimization revenue sharing	10,097		4,284
Decoupling mechanism	(14,793)		4,085
Cloud-based software	(3,819)		(16,424)
Regulatory accounts	1,612		14,866

Other, net	22		8,793
Cash provided by operating activities	281,770		246,076
Investing activities:
Capital expenditures	(222,664)		(198,929)
Acquisitions, net of cash acquired	(331,329)		—



Purchase of equity method investment	(1,000)		(1,000)
Other	(894)		(512)
Cash used in investing activities	(555,887)		(200,441)
Financing activities:


Proceeds from common stock issued, net	24,384		34,986
Long-term debt issued	375,000		150,000
Long-term debt retired	(3,022)		(150,000)


Changes in other short-term debt, net	(17,692)		(10,780)
Cash dividend payments on common stock	(38,180)		(35,600)

Payment of financing fees	(4,385)		(748)
Shares withheld for tax purposes	(1,537)		(1,314)
Other	(1,769)		(764)
Cash provided (used) by financing activities	332,799		(14,220)
Increase in cash, cash equivalents and restricted cash	58,682		31,415
Cash, cash equivalents and restricted cash, beginning of period	47,982		49,624
Cash, cash equivalents and restricted cash, end of period	$	106,664	$	81,039

Supplemental disclosure of cash flow information:
Interest paid, net of capitalization	$	52,557	$	34,802
Income taxes paid, net of refunds	8,079		10,251

See Notes to Unaudited Consolidated Financial Statements

NORTHWEST NATURAL GAS COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	Three Months Ended June 30,				Six Months Ended June 30,
In thousands	2025		2024		2025		2024

Operating revenues	$	200,807	$	200,188	$	649,620	$	622,963

Operating expenses:
Cost of gas	56,939		73,026		216,375		248,799
Operations and maintenance	63,039		56,751		130,805		122,260
Environmental remediation	2,296		2,329		8,549		8,075
General taxes	11,234		11,305		26,213		26,396
Revenue taxes	7,832		9,198		26,397		27,393
Depreciation	36,564		31,658		72,600		62,765
Other operating expenses	515		535		1,261		1,258
Total operating expenses	178,419		184,802		482,200		496,946
Income from operations	22,388		15,386		167,420		126,017
Other expense, net	(698)		(430)		(3,447)		(1,752)
Interest expense, net	15,128		15,336		30,708		31,414
Income (loss) before income taxes	6,562		(380)		133,265		92,851
Income tax expense	1,638		44		37,302		25,717


Net income (loss)	4,924		(424)		95,963		67,134
Other comprehensive income (loss):
Change in employee benefit plan liability, net of taxes of $— and $115 for the three months ended and $— and $49 for the six months ended June 30, 2025 and 2024, respectively	—		115		—		(134)
Amortization of non-qualified employee benefit plan liability, net of taxes of $25 and $55 for the three months ended and $50 and $101 for the six months ended June 30, 2025 and 2024, respectively	174		152		349		279

Comprehensive income (loss)	$	5,098	$	(157)	$	96,312	$	67,279

See Notes to Unaudited Consolidated Financial Statements

NORTHWEST NATURAL GAS COMPANY

CONSOLIDATED BALANCE SHEETS (UNAUDITED)


	June 30,		June 30,		December 31,
In thousands	2025		2024		2024

Assets:
Current assets:
Cash and cash equivalents	$	82,867	$	19,189	$	19,961

Accounts receivable	62,557		57,227		119,976
Accrued unbilled revenue	21,609		20,823		91,508
Receivables from affiliates	1,645		429		591
Allowance for uncollectible accounts	(2,574)		(3,523)		(2,788)
Regulatory assets	103,190		124,078		130,091
Derivative instruments	7,182		7,624		6,563
Inventories	105,663		105,599		105,031


Other current assets	25,109		36,445		53,781

Total current assets	407,248		367,891		524,714
Non-current assets:
Property, plant, and equipment	4,860,664		4,581,003		4,706,719
Less: Accumulated depreciation	1,236,148		1,213,169		1,222,413
Total property, plant, and equipment, net	3,624,516		3,367,834		3,484,306
Regulatory assets	370,536		308,415		381,682
Derivative instruments	4,077		2,588		394
Other investments	63,024		65,865		63,938
Operating lease right of use asset, net	66,965		69,317		68,115
Assets under sales-type leases	123,587		127,794		125,653
Other non-current assets	97,728		109,009		107,493

Total non-current assets	4,350,433		4,050,822		4,231,581
Total assets	$	4,757,681	$	4,418,713	$	4,756,295

See Notes to Unaudited Consolidated Financial Statements

NORTHWEST NATURAL GAS COMPANY

CONSOLIDATED BALANCE SHEETS (UNAUDITED)


	June 30,		June 30,		December 31,
In thousands	2025		2024		2024

Liabilities and equity:
Current liabilities:
Short-term debt	$	—	$	—	$	136,510
Current maturities of long-term debt	29,997		—		29,992
Accounts payable	90,226		86,528		125,359
Payables to affiliates	8,096		7,963		3,487
Taxes accrued	9,836		9,906		15,759
Interest accrued	15,109		15,108		15,018
Regulatory liabilities	130,772		99,545		116,047
Derivative instruments	25,977		52,048		75,272
Operating lease liabilities	1,731		1,691		1,653
Other current liabilities	68,353		75,018		85,723

Total current liabilities	380,097		347,807		604,820
Long-term debt	1,335,736		1,365,066		1,335,407
Deferred credits and other non-current liabilities:
Deferred tax liabilities	411,710		382,177		382,686
Regulatory liabilities	736,251		704,980		729,172
Pension and other postretirement benefit liabilities	125,019		153,848		130,397
Derivative instruments	7,908		11,988		13,307
Operating lease liabilities	74,882		76,355		75,591
Other non-current liabilities	168,876		112,158		160,865

Total deferred credits and other non-current liabilities	1,524,646		1,441,506		1,492,018
Commitments and contingencies (Note 16)
Equity:
Common stock	854,903		644,903		719,903
Retained earnings	669,002		626,523		611,199
Accumulated other comprehensive loss	(6,703)		(7,092)		(7,052)
Total equity	1,517,202		1,264,334		1,324,050
Total liabilities and equity	$	4,757,681	$	4,418,713	$	4,756,295

See Notes to Unaudited Consolidated Financial Statements

NORTHWEST NATURAL GAS COMPANY

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY (UNAUDITED)


In thousands	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Total shareholder's equity, beginning balances	$	1,516,205	$	1,282,362	$	1,324,050	$	1,232,620

Common stock:
Beginning balances	839,903		644,903		719,903		644,903


Capital contributions from parent	15,000		—		135,000		—


Ending balances	854,903		644,903		854,903		644,903

Retained earnings:
Beginning balances	683,179		644,818		611,199		594,954
Net income (loss)	4,924		(424)		95,963		67,134
Dividends on common stock	(19,101)		(17,871)		(38,160)		(35,565)

Ending balances	669,002		626,523		669,002		626,523

Accumulated other comprehensive income (loss):
Beginning balances	(6,877)		(7,359)		(7,052)		(7,237)
Other comprehensive income	174		267		349		145

Ending balances	(6,703)		(7,092)		(6,703)		(7,092)

Total shareholder's equity, ending balances	$	1,517,202	$	1,264,334	$	1,517,202	$	1,264,334

See Notes to Unaudited Consolidated Financial Statements

NORTHWEST NATURAL GAS COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	Six Months Ended June 30,
In thousands	2025		2024

Operating activities:
Net income	$	95,963	$	67,134
Adjustments to reconcile net income to cash provided by operations:
Depreciation	72,600		62,765
Amortization	11,327		9,241
Deferred income taxes	25,772		7,637
Qualified defined benefit pension plan expense	5,437		2,164
Contributions to qualified defined benefit pension plans	(5,510)		(3,390)
Deferred environmental expenditures, net	(11,720)		(14,128)
Environmental remediation expense	8,549		8,075
Asset optimization revenue sharing bill credits	(15,549)		(29,198)

Other	5,797		6,665
Changes in assets and liabilities:
Receivables, net	123,804		119,695
Inventories	(926)		5,629
Income and other taxes	13,977		3,971
Accounts payable	(2,512)		(13,544)
Deferred gas costs	(45,247)		(14,418)
Asset optimization revenue sharing	10,097		4,284
Decoupling mechanism	(14,793)		4,085
Cloud-based software	(3,819)		(16,424)
Regulatory accounts	1,638		14,867
Other, net	2,126		7,089

Cash provided by operating activities	277,011		232,199
Investing activities:
Capital expenditures	(177,122)		(179,015)


Other	(947)		(757)

Cash used in investing activities	(178,069)		(179,772)
Financing activities:


Cash contributions received from parent	135,000		—




Changes in other short-term debt, net	(136,510)		(16,780)
Cash dividend payments on common stock	(38,160)		(35,565)
Shares withheld for tax purposes	(1,537)		(1,314)
Other	(236)		(277)
Cash used by financing activities	(41,443)		(53,936)
Increase in cash, cash equivalents and restricted cash	57,499		(1,509)
Cash, cash equivalents and restricted cash, beginning of period	29,428		36,520
Cash, cash equivalents and restricted cash, end of period	$	86,927	$	35,011

Supplemental disclosure of cash flow information:
Interest paid, net of capitalization	$	28,718	$	28,735
Income taxes paid, net of refunds	8,000		24,920

See Notes to Unaudited Consolidated Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. ORGANIZATION AND PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements represent the respective, consolidated financial results of Northwest Natural Holding Company (NW Holdings) and Northwest Natural Gas Company (NW Natural) and all respective companies that each registrant directly or indirectly controls, either through majority ownership or otherwise. This is a combined report of NW Holdings and NW Natural, which includes separate consolidated financial statements for each registrant.

NW Natural's regulated natural gas distribution activities are reported in the NWN Gas Utility reportable segment, which was previously referred to as the natural gas distribution (NGD) segment prior to 2025. The NWN Gas Utility segment serves residential, commercial, and industrial customers in Oregon and southwest Washington. SiEnergy Operating, LLC (SiEnergy Gas Utility or SiEnergy), which was acquired January 7, 2025, owns SiEnergy Gas, LLC, which is a regulated natural gas distribution utility, and serves residential and commercial customers in the greater metropolitan areas of Houston, Dallas, and Austin, Texas. SiEnergy also owns Terra Transmission, which serves several customers in Dallas and Austin, Texas. SiEnergy activities are reported in the SiEnergy Gas Utility reportable segment. NW Natural Water Company, LLC (NWN Water Utility or NWN Water) activities are reported in the NWN Water Utility reportable segment, which provides water distribution and wastewater services to communities throughout the Pacific Northwest, Texas, Arizona, and California. NW Holdings and NW Natural also have investments and business activities not specifically related to the NWN Gas Utility, SiEnergy Gas Utility and NWN Water Utility segments, which are aggregated and reported as NW Holdings Other and NW Natural Other.

NW Holdings and NW Natural consolidate all entities in which they have a controlling financial interest. Investments in corporate joint ventures and partnerships that NW Holdings does not directly or indirectly control, and for which it is not the primary beneficiary, include NNG Financial's investment in Kelso-Beaver Pipeline and NWN Water's investment in Avion Water Company, Inc., which are accounted for under the equity method. See Note 13 for activity related to equity method investments. NW Holdings and its direct and indirect subsidiaries are collectively referred to herein as NW Holdings, and NW Natural and its direct and indirect subsidiaries are collectively referred to herein as NW Natural. The consolidated financial statements of NW Holdings and NW Natural are presented after elimination of all intercompany balances and transactions.

Information presented in these interim consolidated financial statements is unaudited but includes all material adjustments management considers necessary for a fair statement of the results for each period reported including normal recurring accruals. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in NW Holdings' and NW Natural's combined Annual Report on Form 10-K for the year ended December 31, 2024 (2024 Form 10-K). A significant part of NW Holdings' and NW Natural's business is of a seasonal nature; therefore, NW Holdings and NW Natural results of operations for interim periods are not necessarily indicative of full year results. Seasonality affects the comparability of the results of other operations across quarters but not across years.

Notes to the consolidated financial statements reflect the activity for both NW Holdings and NW Natural for all periods presented, unless otherwise noted. NW Holdings and NW Natural historical segment reporting has been recast to reflect their current organizational structure. The recasting did not have a material effect on the consolidated financial statements of NW Holdings or NW Natural.

2. SIGNIFICANT ACCOUNTING POLICIES

Significant accounting policies are described in Note 2 of the 2024 Form 10-K. There were no material changes to those accounting policies during the six months ended June 30, 2025 other than those set forth in this Note 2. The following are updates to certain critical accounting policy estimates and new accounting standards.

Industry Regulation

NW Holdings' principal business is to operate as a holding company for NW Natural, SiEnergy, NWN Water and its other subsidiaries. NW Natural's principal business is the distribution of natural gas, which is regulated by the Oregon Public Utility Commission (OPUC) and Washington Utilities and Transportation Commission (WUTC). NW Natural also has natural gas storage services, which are regulated by the Federal Energy Regulatory Commission (FERC), and to a certain extent by the OPUC and WUTC. SiEnergy's principal business is the distribution of natural gas in Texas; primarily in the Houston, Dallas and Austin metropolitan areas. SiEnergy also includes a natural gas transmission utility serving customers in the greater metropolitan areas of Dallas and Austin, Texas. SiEnergy's natural gas utilities are subject to regulation by the Railroad Commission of Texas. NWN Water's principal business is water and wastewater utility services. NWN Water's subsidiaries own water businesses, which are regulated by the public utility commission in the state in which the water utility is located, which is currently Oregon, Washington, Idaho, Texas and Arizona. Wastewater businesses, to the extent they are regulated, are generally regulated by the public utility commissions in the state in which the wastewater utility is located, which is currently Texas and Arizona. Accounting records and practices of the regulated businesses conform to the requirements and uniform system of accounts prescribed by these regulatory authorities in accordance with U.S. GAAP. The businesses in which customer rates are regulated have approved cost-based rates which are intended to allow such businesses to earn a reasonable return on invested capital.

In applying regulatory accounting principles, NW Holdings and NW Natural capitalize or defer certain costs and revenues as regulatory assets and liabilities pursuant to orders of the applicable state public utility commission, which provide for the recovery of revenues or expenses from, or refunds to, utility customers in future periods, including a return or a carrying charge in certain cases.

Amounts deferred as regulatory assets and liabilities for NW Holdings and NW Natural were as follows:


	Regulatory Assets
	June 30,				December 31,
In thousands	2025		2024		2024
NW Natural:
Current:
Unrealized loss on derivatives(1)	$	25,977	$	52,048	$	75,272
Gas costs	5,973		7,134		5,340
Environmental costs(2)	11,447		9,915		10,746
Decoupling(3)	9,313		538		—
Pension balancing(4)	7,131		7,131		7,131
Income taxes	2,208		2,208		2,208
Washington Climate Commitment Act compliance	7,874		19,655		7,778
COVID-19 deferrals and expenses, net	152		2,646		778
Security and systems improvements	2,018		2,647		2,711
Industrial demand side management(5)	13,612		10,721		8,551
Other(6)	17,485		9,435		9,576
Total current - NW Natural	103,190		124,078		130,091
Other (NW Holdings)	724		24		25
Total current - NW Holdings	$	103,914	$	124,102	$	130,116
NW Natural:
Non-current:
Unrealized loss on derivatives(1)	$	7,908	$	11,988	$	13,307
Pension balancing(4)	18,169		24,074		21,681
Income taxes	8,993		9,930		9,560
Pension and other postretirement benefit liabilities	106,705		111,502		111,236
Environmental costs(2)	160,120		112,189		167,086
Gas costs	1,360		853		1,442
Decoupling(3)	1,534		—		—
Washington Climate Commitment Act compliance	32,851		8,983		22,136
COVID-19 deferrals and expenses, net	927		1,128		927
Security and systems improvements	8,369		9,040		8,531
Industrial demand side management(5)	1,906		1,700		7,390
Other(6)	21,694		17,028		18,386
Total non-current - NW Natural	370,536		308,415		381,682
Other (NW Holdings)	2,132		106		817
Total non-current - NW Holdings	$	372,668	$	308,521	$	382,499

(1)Unrealized gains or losses on derivatives are non-cash items and therefore do not earn a rate of return or a carrying charge. These amounts are recoverable through NWN Gas Utility rates as part of the annual Purchased Gas Adjustment (PGA) mechanism when realized at settlement.

(2)Refer to the Environmental Cost Deferral and Recovery table in Note 17 for a description of environmental costs.

(3)This deferral represents the margin adjustment resulting from differences between actual and expected volumes.

(4)Balance represents deferred net periodic benefit costs as approved by the OPUC.

(5)Energy efficiency program for industrial sales customers in Oregon to provide assistance with reducing their gas usage.

(6)Balances consist of deferrals and amortizations under approved regulatory mechanisms and typically earn a rate of return or carrying charge.


	Regulatory Liabilities
	June 30,				December 31,
In thousands	2025		2024		2024
NW Natural:
Current:
Gas costs	$	41,049	$	33,491	$	35,947
Unrealized gain on derivatives(1)	7,182		7,624		6,563
Decoupling(3)	6,811		9,538		8,726
Income taxes	4,726		4,726		4,726
Asset optimization revenue sharing	14,121		8,994		17,500
Washington Climate Commitment Act compliance	51,801		30,468		36,595
Other(6)	5,082		4,704		5,990
Total current - NW Natural	130,772		99,545		116,047
Other (NW Holdings)	172		118		133
Total current - NW Holdings	$	130,944	$	99,663	$	116,180
NW Natural:
Non-current:
Gas costs	$	5,133	$	5,939	$	14,220
Unrealized gain on derivatives(1)	4,077		2,588		394
Decoupling(3)	841		1,510		2,872
Income taxes(7)	160,990		166,063		164,759
Accrued asset removal costs(8)	543,700		510,900		526,526
Asset optimization revenue sharing	—		—		2,073

Other(6)	21,510		17,980		18,328
Total non-current - NW Natural	736,251		704,980		729,172
Other (NW Holdings)	943		949		945
Total non-current - NW Holdings	$	737,194	$	705,929	$	730,117

(2)Refer to the Environmental Cost Deferral and Recovery table in Note 17 for a description of environmental costs.

(3)This deferral represents the margin adjustment resulting from differences between actual and expected volumes.

(4)Balance represents deferred net periodic benefit costs as approved by the OPUC.

(5)Energy efficiency program for industrial sales customers in Oregon to provide assistance with reducing their gas usage.

(6)Balances consist of deferrals and amortizations under approved regulatory mechanisms and typically earn a rate of return or carrying charge.

(7)Balance represents excess deferred income tax benefits subject to regulatory flow-through. See Note 11.

(8)Estimated costs of removal on certain regulated properties are collected through rates.

We believe all costs incurred and deferred at June 30, 2025 are prudent. All regulatory assets are reviewed annually for recoverability, or more often if circumstances warrant. If we should determine that all or a portion of these regulatory assets no longer meet the criteria for continued application of regulatory accounting, then NW Holdings and NW Natural would be required to write-off the net unrecoverable balances in the period such determination is made.

Supplemental Cash Flow Information

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand plus highly liquid investment accounts with original maturity dates of three months or less. These investments are readily convertible to cash with fair value approximating cost. As of June 30, 2025, the amount invested in money market funds was $72.0 million at NW Holdings and $69.0 million at NW Natural. As of June 30, 2024, the amount invested in money market funds was $11.4 million at NW Holdings and $8.2 million at NW Natural. These investments are measured using net asset value per share.

Restricted Cash

Restricted cash is primarily comprised of funds from public purpose charges for programs that assist low-income customers with bill payments or energy efficiency. These balances are included in other current assets in the NW Holdings and NW Natural balance sheets.

The following table provides a reconciliation of the cash, cash equivalents and restricted cash balances at NW Holdings as of June 30, 2025 and 2024 and December 31, 2024:


	June 30,				December 31,
In thousands	2025		2024		2024
Cash and cash equivalents	$	102,579	$	65,192	$	38,490
Restricted cash included in other current assets	4,085		15,847		9,492
Cash, cash equivalents and restricted cash	$	106,664	$	81,039	$	47,982

The following table provides a reconciliation of the cash, cash equivalents and restricted cash balances at NW Natural as of June 30, 2025 and 2024 and December 31, 2024:


	June 30,				December 31,
In thousands	2025		2024		2024
Cash and cash equivalents	$	82,867	$	19,189	$	19,961
Restricted cash included in other current assets	4,060		15,822		9,467
Cash, cash equivalents and restricted cash	$	86,927	$	35,011	$	29,428

Accounts Receivable and Allowance for Uncollectible Accounts

NW Holdings receivable balances primarily consist of trade receivables for the sale of natural gas and natural gas transportation services from NW Natural and SiEnergy and water sales and waste water services from NWN Water. These businesses establish an allowance for uncollectible accounts for trade receivables (allowance), including accrued unbilled revenue, based on the age of receivable balances, collection experience of past due balances and payment plans, and historical trends of write-offs. Differences between the estimated allowance and actual write-offs will occur based on a number of factors, including changes in economic conditions, customer creditworthiness, and natural gas prices. The allowance is adjusted quarterly, as necessary, based on information currently available.

NW Natural's allowance for residential and commercial trade receivables utilizes a method of assessing historical write-off trends and current information on delinquent accounts. For industrial accounts, we continue to assess the provision on an account-by-account basis with specific reserves taken as necessary. NW Natural will continue to closely monitor and evaluate our accounts receivable and the provision for uncollectible accounts.

NWN Water and SiEnergy follow methodologies that also review for historical write-off trends, the aging of the receivable balances, and collection experience. These businesses also monitor for impacts of economic conditions including the price of natural gas or water as appropriate, the economy and the impact on customers ability to pay.

The following table presents the activity related to the NW Holdings provision for uncollectible accounts by pool:


	As of						As of
	December 31, 2024		Six Months Ended June 30, 2025				June 30, 2025
In thousands	Beginning Balance		Provision recorded, net of adjustments		Write-offs recognized, net of recoveries		Ending Balance
Allowance for uncollectible accounts:
Residential	$	2,124	$	783	$	(771)	$	2,136
Commercial	136		267		(320)		83
Industrial	20		16		(3)		33
Accrued unbilled and other	508		(8)		(178)		322
Total NW Natural	2,788		1,058		(1,272)		2,574
Other - NW Holdings	686		454		(504)		636
Total NW Holdings	$	3,474	$	1,512	$	(1,776)	$	3,210

Allowance for Net Investments in Sales-Type Leases

NW Natural currently holds two net investments in sales-type leases, with substantially all of the net investment balance related to the North Mist natural gas storage agreement with Portland General Electric (PGE) which is billed under an OPUC-approved rate schedule. See Note 7 for more information on the North Mist lease. Due to the nature of this service, PGE may recover the costs of the lease through general rate cases. Therefore, we expect the risk of loss due to the credit of this lessee to be remote. As such, no allowance for uncollectibility was recorded for our sales-type lease receivables. NW Natural will continue monitoring the credit health of the lessees and the overall economic environment, including the economic factors closely tied to the financial health of our current and future lessees.

Greenhouse Gas Allowances

WASHINGTON. NW Natural is subject to greenhouse gas (GHG) emission reduction requirements under the Washington Climate Commitment Act (CCA) regulations. Under Washington's CCA, emission reduction compliance mechanisms include: 1) allowances distributed at no cost by the state, 2) purchasing allowances at state-run auctions or secondary markets, 3) purchasing carbon offsets, and 4) supplying alternative gaseous fuels, such as renewable natural gas and hydrogen.

NW Natural will account for all purchased Washington allowances as inventory at the lower of cost or market. Any compliance instruments or allowances that are acquired through government allocations at no cost will be accounted for as inventory at no cost. As of June 30, 2025 and 2024, NW Natural had $54.5 million and $39.8 million of emissions allowances for compliance in Washington recorded as inventory.

The CCA allows for the sale of compliance instruments or allowances, and as a result, should NW Natural sell these it will recognize revenue when title to the instrument or allowance is transferred to a counterparty, and NW Natural will recognize expense at the time of recognition of the related sale. As of June 30, 2025, NW Natural consigned no-cost allowances to Washington auctions and has received a total of $32.7 million in cash, which proceeds were recorded as a regulatory liability for the benefit of customers.

We measure the compliance obligation, which is based on emissions, at the carrying value of inventory held plus the fair value of any additional emission allowances NW Natural would need to purchase to satisfy the obligations. Under the Washington program, NW Natural has recognized a $40.7 million and $28.6 million liability as of June 30, 2025 and 2024. A portion of the costs to comply with the Washington program are currently being recovered from utility customers through rates beginning January 1, 2024. NW Natural recognized $40.7 million and $28.6 million of deferred costs as of June 30, 2025 and 2024.

OREGON. In November 2024, the Environmental Quality Commission adopted the Climate Protection Program (CPP). The CPP sets enforceable and declining limits, or caps, on GHG emissions from fossil fuels used throughout Oregon. The first compliance period started January 1, 2025 and covers emissions through the end of 2027.

CLOUD COMPUTING ARRANGEMENTS. For GAAP accounting purposes, implementation costs associated with its cloud computing arrangements are capitalized consistent with costs capitalized for internal-use software. Capitalized implementation costs are included in other assets in the consolidated balance sheets. The implementation costs are amortized over the term of the related hosting agreement, including renewal periods that are reasonably certain to be exercised. Amortization expense of implementation costs are recorded as operations and maintenance expenses in the consolidated statements of comprehensive income. The implementation costs are included within operating activities in the consolidated statements of cash flows.

For regulatory accounting purposes, cloud-based software is reflected in rate base as property, plant and equipment and amortized over the expected useful life through depreciation expense. NW Natural Gas Company is allowed recovery of and a return on cloud computing arrangements like other property, plant and equipment in rate base. The amount of cloud-based software capital expenditures for the first six months of 2025 and 2024 was $3.9 million and $9.5 million, respectively. The amount of cloud computing amortization for the first six months of 2025 and 2024 was $6.3 million and $5.0 million, respectively.

New Accounting Standards

NW Holdings and NW Natural consider the applicability and impact of all accounting standards updates (ASUs) issued by the Financial Accounting Standards Board (FASB). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on consolidated financial position or results of operations.

Recently Issued Accounting Pronouncements

JOINT VENTURE FORMATIONS. In August 2023, the FASB issued ASU 2023-05, which requires a joint venture to initially measure all contributions received upon its formation at fair value. We adopted the standard in January 2025. The adoption of this standard did not have an impact on our results of operations, liquidity or capital resources.

IMPROVEMENTS TO INCOME TAX DISCLOSURES. In December 2023, the FASB issued ASU 2023-09, which requires additional disclosures about income taxes. The disclosures are required beginning with our annual report for the year ending December 31, 2025. The adoption of this standard is not anticipated to have an impact on our results of operations, liquidity or capital resources.

DISAGGREGATION OF EXPENSE DISCLOSURES. In November 2024, the FASB issued ASU 2024-03, which requires additional disclosures of disaggregated income statement expenses. The disclosures are required beginning with our annual report for the year ending December 31, 2027. The FASB issued ASU 2025-01 on January 6, 2025, to amend the effective date language of ASU 2024-03 clarifying that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. ASU 2025-01 did not impact the effective date of ASU 2024-03 for NW Holdings and NW Natural. The adoption of this standard is not anticipated to have an impact on our results of operations, liquidity, or capital resources.

Recent Securities and Exchange Commission (SEC) Final Rules

CLIMATE CHANGE. In March 2024, the SEC issued a final rule under SEC Release Nos. 33-11275 and 34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which requires registrants to provide climate disclosures in their annual reports. Under the final rule, disclosures are required beginning with our annual report for the year ending December 31, 2025. In April 2024, the SEC voluntarily stayed implementation of the climate rule pending completion of judicial review of challenges to the rules consolidated in the Eighth Circuit Court of Appeals. On March 27, 2025, the SEC announced that it had voted to end its defense of the final rule. On April 25, 2025, the Eighth Circuit suspended the litigation challenging the final rule. On July 23, 2025, the SEC issued a status report stating that the SEC does not intend to review or reconsider the climate rule at this time.

3. EARNINGS PER SHARE

Basic earnings or loss per share are computed using NW Holdings' net income or loss and the weighted average number of common shares outstanding for each period presented. Diluted earnings per share are computed in the same manner, except using the weighted average number of common shares outstanding plus the effects of the assumed exercise of stock options and the payment of estimated stock awards from other stock-based compensation plans that are outstanding at the end of each period presented. Anti-dilutive stock awards are excluded from the calculation of diluted earnings or loss per common share.

NW Holdings' diluted earnings or loss per share are calculated as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In thousands, except per share data	2025		2024		2025		2024


Net income (loss)	$	(2,500)	$	(2,787)	$	85,416	$	61,036
Average common shares outstanding - basic	40,482		38,260		40,364		38,013
Additional shares for stock-based compensation plans (See Note 8)	—		—		65		46
Average common shares outstanding - diluted	40,482		38,260		40,429		38,059






Earnings (loss) per share of common stock:
Basic	$	(0.06)	$	(0.07)	$	2.12	$	1.61
Diluted	(0.06)		(0.07)		2.11		1.60
Additional information:
Anti-dilutive shares	55		36		3		9

4. SEGMENT INFORMATION

Prior to the first quarter of 2025, NW Holdings and NW Natural primarily operated in one reportable business segment, which was NW Natural's local gas distribution business, referred to as the NGD segment. NW Holdings and NW Natural also had investments and business activities not specifically related to the NGD segment, which were aggregated and reported as other.

During the first quarter of 2025, we evaluated the reportable business segments of NW Holdings and concluded that SiEnergy and NWN Water were also reportable business segments. In addition, the NGD segment was renamed to NWN Gas Utility. NW Holdings and NW Natural also have investments and business activities not specifically related to the NWN Gas Utility, SiEnergy, and NWN Water segments, which are aggregated and reported as NW Holdings Other. NW Holdings and NW Natural historical segment reporting has been recast to reflect their current organizational structure.

NW Holdings primarily operates in three reportable business segments, which are NWN Gas Utility, SiEnergy, and NWN Water. NW Natural primarily operates in one reportable business segment, which is NWN Gas Utility. NW Holdings and NW Natural also have investments and business activities not specifically related to the reportable business segments, which are aggregated and reported as other and described below for each entity.

NWN Gas Utility

NW Natural's local gas distribution segment is a regulated utility servicing customers in Oregon and southwest Washington. In addition to NW Natural's local gas distribution business, the NWN Gas Utility segment also includes the portion of the Mist underground storage facility used to serve its customers, the North Mist gas storage expansion in Oregon, NWN Gas Reserves, which is a wholly-owned subsidiary of Energy Corp, and NW Natural RNG Holding Company, LLC, a holding company established to invest in the development and procurement of regulated renewable natural gas for NW Natural. NWN Gas Utility segment does not include Interstate Storage Services and third-party asset management services, and appliance retail center operations which are reported in NW Natural Gas Other and included in NW Holdings Other.

SiEnergy Gas Utility

SiEnergy Operating, LLC (SiEnergy Gas Utility or SiEnergy), which was acquired January 7, 2025, owns SiEnergy Gas, LLC, which is a regulated natural gas distribution utility, and serves residential and commercial customers in the greater metropolitan areas of Houston, Dallas, and Austin, Texas. SiEnergy also owns Terra Transmission, which serves several customers in Dallas and Austin, Texas.

NWN Water Utility

NWN Water Utility is a regulated water and wastewater utility serving residential and commercial customers in Oregon, Washington, Idaho, Texas, and Arizona. NWN Water also includes non-regulated wastewater utilities and water services businesses in Oregon, Washington and Idaho, and an equity method investment in Avion Water Company, Inc. (a regulated entity). In addition, NWN Water provides water services to communities throughout the Pacific Northwest and California.

NW Holdings Other

NW Holdings' activities in Other includes activities of NW Natural Renewables Holdings, LLC (NWN Renewables), which is engaged in non-regulated renewable natural gas activities; NNG Financial and its pipeline assets; and NWN Energy including its wholly owned subsidiary NW Natural Gas Storage, LLC (NWN Gas Storage), which was formerly involved in a gas storage business. Other also includes corporate revenues and expenses that cannot be allocated to other operations, including certain business development activities. NW Holdings Other also includes NW Natural Gas Other activities which includes activities in Interstate Storage Services and third-party asset management services, appliance retail center operations, and corporate operating and non-operating revenues and expenses that cannot be allocated to NWN Gas Utility operations.

Segment Information Summary

Inter-segment transactions were immaterial for the periods presented. Total assets by segment is not regularly provided to the Chief Operating Decision Maker (CODM) and is therefore omitted. The following table presents summary financial information concerning the reportable segments and other:


	Three Months Ended June 30,
In thousands	NWN Gas Utility		SiEnergy Gas Utility (1)		NWN Water Utility		NW Holdings Other		NW Holdings
2025
Operating revenues	$	194,289	$	11,502	$	16,294	$	14,109	$	236,194
Depreciation	36,252		2,396		2,575		312		41,535
Income from operations(2)	17,667		3,589		4,296		1,659		27,211
Interest expense, net	15,009		2,321		744		12,417		30,491
Income tax expense (benefit)	385		360		1,053		(2,738)		(940)
Capital expenditures	92,826		15,920		10,939		795		120,480

2024
Operating revenues	$	194,862	$	—	$	11,526	$	5,326	$	211,714
Depreciation	31,418		—		2,104		240		33,762
Income from operations(2)	11,788		—		1,798		2,120		15,706
Interest expense, net	15,252		—		755		3,304		19,311
Income tax expense (benefit)	(929)		—		379		(262)		(812)
Capital expenditures	107,473		—		9,683		(444)		116,712

(1) Prior year comparatives are not provided for SiEnergy as it was acquired by NW Holdings January 7, 2025.

(2) Income from operations is not a financial measure used by the CODM for NWN Gas Utility, but is included in the table above to enable the reconciliation of NWN Gas Utility margin to consolidated income before taxes in accordance with ASU 2023-07.


	Six Months Ended June 30,
In thousands	NWN Gas Utility		SiEnergy Gas Utility(1)		NWN Water Utility		NW Holdings Other		NW Holdings
2025
Operating revenues	$	635,365	$	34,168	$	30,203	$	30,742	$	730,478
Depreciation	71,975		4,466		4,969		625		82,035
Income from operations(2)	157,299		13,202		7,339		3,725		181,565
Interest expense, net	30,486		4,578		1,536		23,286		59,886
Income tax expense (benefit)	34,569		2,304		1,684		(4,970)		33,587
Capital expenditures	171,622		26,445		18,990		5,607		222,664

2024
Operating revenues	$	612,726	$	—	$	22,221	$	10,237	$	645,184
Depreciation	62,248		—		4,095		517		66,860
Income from operations(2)	119,761		—		2,252		3,520		125,533
Interest expense, net	31,220		—		2,235		6,387		39,842
Income tax expense (benefit)	23,991		—		120		(584)		23,527
Capital expenditures	178,967		—		19,770		192		198,929

(1) Prior year comparatives are not provided for SiEnergy as it was acquired by NW Holdings January 7, 2025.


	Three Months Ended June 30,
In thousands	NWN Gas Utility		NW Natural Gas Other		NW Natural
2025
Operating revenues	$	194,289	$	6,518	$	200,807
Depreciation	36,252		312		36,564
Income from operations(1)	17,667		4,721		22,388
Interest expense, net	15,009		119		15,128
Income tax expense	385		1,253		1,638
Capital expenditures	92,826		688		93,514

2024
Operating revenues	$	194,862	$	5,326	$	200,188
Depreciation	31,418		240		31,658
Income from operations(1)	11,788		3,598		15,386
Interest expense, net	15,252		84		15,336
Income tax expense (benefit)	(929)		973		44
Capital expenditures	107,473		(495)		106,978

(1) Income from operations is not a financial measure used by the CODM for NWN Gas Utility, but is included in the table above to enable the reconciliation of NWN Gas Utility margin to consolidated income before taxes in accordance with ASU 2023-07.


	Six Months Ended June 30,
In thousands	NWN Gas Utility		NW Natural Gas Other		NW Natural
2025
Operating revenues	$	635,365	$	14,255	$	649,620
Depreciation	71,975		625		72,600
Income from operations(1)	157,299		10,121		167,420
Interest expense, net	30,486		222		30,708
Income tax expense	34,569		2,733		37,302
Capital expenditures	171,622		5,500		177,122

2024
Operating revenues	$	612,726	$	10,237	$	622,963
Depreciation	62,248		517		62,765
Income from operations(1)	119,761		6,256		126,017
Interest expense, net	31,220		194		31,414
Income tax expense	23,991		1,726		25,717
Capital expenditures	178,967		48		179,015

NW Holdings and NW Natural's CODM is the chief executive officer. The CODM uses NWN Gas Utility margin, SiEnergy margin and NWN Water income from operations to allocate resources, predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a monthly basis when making decisions about allocating capital and personnel. The CODM also uses NWN Gas Utility margin, SiEnergy margin and NWN Water income from operations to assess the performance of NWN Gas Utility, SiEnergy and NWN Water, respectively.

NWN Gas Utility Margin

NWN Gas Utility margin is the primary financial measure used by the CODM, consisting of NWN Gas Utility operating revenues, reduced by the associated cost of gas, environmental remediation expense, and revenue taxes. The cost of gas purchased for NWN Gas Utility customers is generally a pass-through cost in the amount of revenues billed to regulated NWN Gas Utility customers. Environmental remediation expense represents collections received from customers through environmental recovery mechanisms in Oregon and Washington as well as adjustments for the Oregon environmental earnings test when applicable. This is offset by environmental remediation expense presented in operating expenses. Revenue taxes are collected from customers and remitted to taxing authorities. The collections from customers are offset by the expense recognition of the obligation to the taxing authority. By subtracting cost of gas, environmental remediation expense, and revenue taxes from NWN Gas Utility operating revenues, NWN Gas Utility margin provides a key metric used by the CODM in assessing the performance of the NWN Gas Utility segment.

The following table presents additional segment information concerning NWN Gas Utility margin:


	Three Months Ended June 30,				Six Months Ended June 30,
In thousands	2025		2024		2025		2024
NWN Gas Utility margin calculation:
Distribution revenues	$	189,120	$	189,979	$	625,028	$	602,966
Other regulated services	5,169		4,883		10,337		9,760
Total operating revenues	194,289		194,862		635,365		612,726
Less: Cost of gas	56,939		73,026		216,375		248,799
Environmental remediation	2,296		2,329		8,549		8,075
Revenue taxes	7,832		9,198		26,397		27,393
NWN Gas Utility margin	127,222		110,309		384,044		328,459
Operations and maintenance	62,256		55,979		128,931		120,418
General taxes	11,047		11,124		25,839		26,032
Depreciation	36,252		31,418		71,975		62,248
NWN Gas Utility income from operations	$	17,667	$	11,788	$	157,299	$	119,761

SiEnergy Gas Utility Margin

SiEnergy Gas Utility margin is the primary financial measure used by the CODM, consisting of SiEnergy operating revenues, reduced by the associated cost of gas and revenue taxes. The cost of gas purchased for SiEnergy customers is generally a pass-through cost in the amount of revenues billed to regulated SiEnergy customers. Revenue taxes are collected from customers and remitted to taxing authorities. The collections from customers are offset by the expense recognition of the obligation to the taxing authority. By subtracting cost of gas and revenue taxes from SiEnergy operating revenues, SiEnergy margin provides a key metric used by the CODM in assessing the performance of the segment.

The following table presents additional segment information concerning SiEnergy margin:


	Three Months Ended June 30,		Six Months Ended June 30,
In thousands	2025		2025
SiEnergy Gas Utility margin calculation:
Distribution revenues	$	11,502	$	34,168

Total operating revenues	11,502		34,168
Less: Cost of gas	2,977		11,280
Revenue taxes	364		1,143
SiEnergy Gas Utility margin	8,161		21,745
Operations and maintenance	1,912		3,594
General taxes	264		483
Depreciation	2,396		4,466
SiEnergy Gas Utility income from operations	$	3,589	$	13,202

Significant Segment Expenses

Public entities are required to disclose significant segment expenses for each reportable segment if they are regularly provided to the CODM and included in the reported measure of segment profit/loss. This requirement does not necessitate additional disclosure for the NWN Gas Utility and SiEnergy segments, as all expense categories are presented above in the NWN Gas Utility margin table and SiEnergy margin table, respectively. Significant segment expenses for NWN Water are presented below.


	Three Months Ended June 30,				Six Months Ended June 30,
In thousands	2025		2024		2025		2024
Operating revenues	$	16,294	$	11,526	$	30,203	$	22,221
Operating expenses:
Operations and maintenance	8,068		6,671		15,333		13,467
Depreciation	2,575		2,104		4,969		4,095
Other operating expenses(1)	1,355		953		2,562		2,407
Income from operations	$	4,296	$	1,798	$	7,339	$	2,252

(1) Other operating expenses include general and revenue taxes and other expenses.

5. COMMON STOCK

In August 2021, NW Holdings initiated an at-the-market (ATM) equity program by entering into an equity distribution agreement under which NW Holdings issued and sold from time to time shares of common stock, no par value, having an aggregate gross sales price of up to $200 million. In August 2024, the Finance Committee of the NW Holdings' Board of Directors authorized NW Holdings' sale of an additional $200 million in the aggregate gross sales price under the ATM equity program, with the result that a total of $400 million in the aggregate gross sales price has been authorized for issuance and sale under the ATM equity program. NW Holdings is under no obligation to offer and sell common stock under the ATM equity program, which the Finance Committee of the NW Holdings' Board of Directors has authorized through August 2027. Any shares of common stock offered under the ATM equity program are registered on NW Holdings’ universal shelf registration statement filed with the SEC, which expires in August 2027, or will be registered on a subsequent registration statement to be filed by NW Holdings.

During the three months ended June 30, 2025, NW Holdings issued and sold 580,670 shares of common stock pursuant to the ATM equity program resulting in cash proceeds of $23.1 million, net of fees and commissions paid to agents of $0.7 million. During the six months ended June 30, 2025, NW Holdings issued and sold 603,624 shares of common stock pursuant to the ATM equity program resulting in cash proceeds of $24.1 million, net of fees and commissions paid to agents of $0.7 million. As of June 30, 2025, NW Holdings had $126.8 million of equity available for issuance under the ATM equity program. The ATM equity program was initiated to raise funds for general corporate purposes, including equity contributions to NW Holdings’ subsidiaries. Contributions to subsidiaries will be used for general corporate purposes.

6. REVENUE

The following tables present disaggregated revenue of NW Holdings:


	Three Months Ended June 30,
In thousands	NWN Gas Utility		SiEnergy Gas Utility (1)		NWN Water Utility		NW Holdings Other		NW Holdings
2025
Natural gas sales	$	166,923	$	11,502	$	—	$	701	$	179,126
Gas storage revenue, net	—		—		—		4,082		4,082
Asset management revenue, net	—		—		—		1,545		1,545
Water and wastewater revenue	—		—		16,294		—		16,294
Appliance retail center revenue	—		—		—		891		891
Renewable natural gas sales	—		—		—		6,890		6,890
Other revenue	961		—		—		—		961
Revenue from contracts with customers	167,884		11,502		16,294		14,109		209,789
Alternative revenue	22,102		—		—		—		22,102
Leasing revenue	4,303		—		—		—		4,303
Total operating revenues	$	194,289	$	11,502	$	16,294	$	14,109	$	236,194

2024
Natural gas sales	$	183,876	$	—	$	—	$	—	$	183,876
Gas storage revenue, net	—		—		—		3,066		3,066
Asset management revenue, net	—		—		—		1,328		1,328
Water and wastewater revenue	—		—		11,526		—		11,526
Appliance retail center revenue	—		—		—		933		933
Other revenue	780		—		—		—		780
Revenue from contracts with customers	184,656		—		11,526		5,327		201,509
Alternative revenue	6,082		—		—		—		6,082
Leasing revenue	4,123		—		—		—		4,123
Total operating revenues	$	194,861	$	—	$	11,526	$	5,327	$	211,714

(1) Prior year comparative disaggregated revenues are not provided for SiEnergy as it was acquired by NW Holdings January 7, 2025.


	Six Months Ended June 30,
In thousands	NWN Gas Utility		SiEnergy Gas Utility (1)		NWN Water Utility		NW Holdings Other		NW Holdings
2025
Natural gas sales	$	597,172	$	34,168	$	—	$	1,871	$	633,211
Gas storage revenue, net	—		—		—		8,698		8,698
Asset management revenue, net	—		—		—		3,294		3,294
Water and wastewater revenue	—		—		30,203		—		30,203
Appliance retail center revenue	—		—		—		2,263		2,263
Renewable natural gas sales	—		—		—		14,616		14,616
Other revenue	1,913		—		—		—		1,913
Revenue from contracts with customers	599,085		34,168		30,203		30,742		694,198
Alternative revenue	27,671		—		—		—		27,671
Leasing revenue	8,609		—		—		—		8,609
Total operating revenues	$	635,365	$	34,168	$	30,203	$	30,742	$	730,478

2024
Natural gas sales	$	594,715	$	—	$	—	$	—	$	594,715
Gas storage revenue, net	—		—		—		6,071		6,071
Asset management revenue, net	—		—		—		1,930		1,930
Water and wastewater revenue	—		—		22,221		—		22,221
Appliance retail center revenue	—		—		—		2,237		2,237
Other revenue	1,554		—		—		—		1,554
Revenue from contracts with customers	596,269		—		22,221		10,238		628,728
Alternative revenue	8,207		—		—		—		8,207
Leasing revenue	8,249		—		—		—		8,249
Total operating revenues	$	612,725	$	—	$	22,221	$	10,238	$	645,184

(1) Prior year comparative disaggregated revenues are not provided for SiEnergy as it was acquired by NW Holdings January 7, 2025.

The following tables present disaggregated revenue of NW Natural:


	Three Months Ended June 30,
In thousands	NWN Gas Utility		NW Natural Other		NW Natural
2025
Natural gas sales	$	166,923	$	—	$	166,923
Gas storage revenue, net	—		4,082		4,082
Asset management revenue, net	—		1,545		1,545
Appliance retail center revenue	—		891		891

Other revenue	961		—		961
Revenue from contracts with customers	167,884		6,518		174,402
Alternative revenue	22,102		—		22,102
Leasing revenue	4,303		—		4,303
Total operating revenues	$	194,289	$	6,518	$	200,807

2024
Natural gas sales	$	183,876	$	—	$	183,876
Gas storage revenue, net	—		3,066		3,066
Asset management revenue, net	—		1,328		1,328
Appliance retail center revenue	—		933		933
Other revenue	780		—		780
Revenue from contracts with customers	184,656		5,327		189,983
Alternative revenue	6,082		—		6,082
Leasing revenue	4,123		—		4,123
Total operating revenues	$	194,861	$	5,327	$	200,188


	Six Months Ended June 30,
In thousands	NWN Gas Utility		NW Natural Other		NW Natural
2025
Natural gas sales	$	597,172	$	—	$	597,172
Gas storage revenue, net	—		8,698		8,698
Asset management revenue, net	—		3,294		3,294
Appliance retail center revenue	—		2,263		2,263

Other revenue	1,913		—		1,913
Revenue from contracts with customers	599,085		14,255		613,340
Alternative revenue	27,671		—		27,671
Leasing revenue	8,609		—		8,609
Total operating revenues	$	635,365	$	14,255	$	649,620

2024
Natural gas sales	$	594,715	$	—	$	594,715
Gas storage revenue, net	—		6,071		6,071
Asset management revenue, net	—		1,930		1,930
Appliance retail center revenue	—		2,237		2,237
Other revenue	1,554		—		1,554
Revenue from contracts with customers	596,269		10,238		606,507
Alternative revenue	8,207		—		8,207
Leasing revenue	8,249		—		8,249
Total operating revenues	$	612,725	$	10,238	$	622,963

NW Natural's revenue represents substantially all of NW Holdings' revenue and is recognized when the obligation to customers is satisfied and in the amount expected to be received in exchange for transferring goods or providing services. Revenue from contracts with customers contains one performance obligation that is generally satisfied over time, using the output method based on time elapsed, due to the continuous nature of the service provided. The transaction price is determined by a set price agreed upon in the contract or dependent on regulatory tariffs. Customer accounts are settled on a monthly basis or paid at time of sale and based on historical experience. It is probable that we will collect substantially all of the consideration to which we are entitled. We evaluated the probability of collection in accordance with the current expected credit losses standard.

NW Holdings and NW Natural do not have any material contract assets, as net accounts receivable and accrued unbilled revenue balances are unconditional and only involve the passage of time until such balances are billed and collected. NW Holdings and NW Natural do not have any material contract liabilities.

Revenue taxes are included in operating revenues with an equal and offsetting expense recognized in operating expenses in the consolidated statements of comprehensive income. Revenue-based taxes are primarily franchise taxes, which are collected from utility customers and remitted to taxing authorities.

Components of Revenue

The components of NW Holdings' revenue, by reportable business segment, are explained below.

NWN Gas Utility

Natural Gas Sales

NW Natural's primary source of revenue is providing natural gas to customers in the NWN Gas Utility service territory, which includes residential, commercial, industrial and transportation customers. NWN Gas Utility revenue is generally recognized over time upon delivery of the gas commodity or service to the customer, and the amount of consideration received and recognized as revenue is dependent on the Oregon and Washington tariffs. There is no right of return or warranty for services provided. Revenues include firm and interruptible sales and transportation services, franchise taxes recovered from the customer, late payment fees, service fees, and accruals for gas delivered but not yet billed (accrued unbilled revenue). The accrued unbilled revenue balance is based on estimates of deliveries during the period from the last meter reading and management judgment is required for a number of factors used in this calculation, including customer use and weather factors.

Customer accounts are to be paid in full each month and there is no significant financing component for this source of revenue. Due to the election of the right to invoice practical expedient, we do not disclose the value of unsatisfied performance obligations.

Alternative Revenue

Weather normalization (WARM) and decoupling mechanisms are considered to be alternative revenue programs. Alternative revenue programs are considered to be contracts between NW Natural and its regulator and are excluded from revenue from contracts with customers.

Leasing Revenue

Leasing revenue primarily consists of revenues from NW Natural's North Mist Storage contract with PGE in support of PGE's gas-fired electric power generation facilities under an initial 30-year contract with options to extend, totaling up to an additional 50 years upon mutual agreement of the parties. The facility is accounted for as a sales-type lease with regulatory accounting deferral treatment. The investment is included in rate base under an established cost-of-service tariff schedule, with revenues recognized according to the tariff schedule and profit upon commencement was deferred and will be amortized over the lease term. Leasing revenue also contains rental revenue from small leases of property owned by NW Natural to third parties. The majority of these transactions are accounted for as operating leases and the revenue is recognized over the term of the lease agreement. Lease revenue is excluded from revenue from contracts with customers. See Note 7 for additional information.

SiEnergy Gas Utility

SiEnergy Gas Utility's primary source of revenue is providing natural gas to customers in the SiEnergy service territory, which includes residential and commercial customers. SiEnergy revenue is generally recognized over time upon delivery of the gas commodity or service to the customer, and the amount of consideration received and recognized as revenue is dependent on the Texas tariff. There is no right of return or warranty for services provided.

NWN Water Utility

NWN Water Utility provides water and wastewater services to customers. Water and wastewater service revenue is generally recognized over time upon delivery of the water commodity or service to the customer, and the amount of consideration received and recognized as revenue is dependent on the tariffs established in the states we operate. There is no right of return or warranty for services provided.

Customer accounts are to be paid in full each month, bi-monthly, or quarterly and as such, there is no significant financing component for this source of revenue. Due to the election of the right to invoice practical expedient, we do not disclose the value of unsatisfied performance obligations.

NW Holdings Other

Renewable Natural Gas Sales

NWN Renewables is an unregulated subsidiary of NW Holdings established to pursue investments in renewable natural gas (RNG) activities. NWN Renewables' primary source of revenue is from the sale of RNG under long-term contracts. RNG revenue is generally recognized over time upon delivery of the gas commodity to the customer at the designated delivery point and the amount of consideration received and recognized as revenue is dependent on a variable pricing model defined per the contract. Customer accounts are to be paid in full each month and as such, there is no significant financing component for this source of revenue. Due to the election of the right to invoice practical expedient, we do not disclose the value of unsatisfied performance obligations.

NW Natural Gas Storage Revenue

NW Natural's other revenue includes gas storage activity, which includes Interstate Storage Services used to store natural gas for customers. Gas storage revenue is generally recognized over time as the gas storage service is provided to the customer and the amount of consideration received and recognized as revenue is dependent on set rates defined per the storage agreements. Noncash consideration in the form of dekatherms of natural gas is received as consideration for providing gas injection services to gas storage customers. This noncash consideration is measured at fair value using the average spot rate. Customer accounts are generally paid in full each month, and there is no right of return or warranty for services provided. Revenues include firm and interruptible storage services, net of the profit sharing amount refunded to NWN Gas Utility customers.

NW Natural Asset Management Revenue

Revenues include the optimization of storage assets and pipeline capacity by a third-party and are provided net of the profit sharing amount refunded to NWN Gas Utility customers. Certain asset management revenues received are recognized over time using a straight-line approach over the term of each contract, and the amount of consideration received and recognized as revenue is dependent on a variable pricing model. Variable revenues earned above guaranteed amounts are estimated and recognized at the end of each period using the most likely amount approach. Additionally, other asset management revenues may be based on a fixed rate. Generally, asset management accounts are settled on a monthly basis.

As of June 30, 2025, unrecognized revenue for the fixed component of the transaction price related to gas storage and asset management revenue was approximately $126.9 million. Of this amount, approximately $13.7 million will be recognized during the remainder of 2025, $25.7 million in 2026, $20.0 million in 2027, $16.8 million in 2028, $16.8 million in 2029 and $33.9 million thereafter. The amounts presented here are calculated using current contracted rates.

NW Natural Appliance Retail Center Revenue

NW Natural owns and operates an appliance store that is open to the public, where customers can purchase natural gas home appliances. Revenue from the sale of appliances is recognized at the point in time in which the appliance is transferred to the third party responsible for delivery and installation services and when the customer has legal title to the appliance. It is required that the sale be paid for in full prior to transfer of legal title. The amount of consideration received and recognized as revenue varies with changes in marketing incentives and discounts offered to customers.

The components of NW Natural's revenue are described above in NWN Gas Utility and NW Holdings Other.

7. LEASES

Lease Revenue

Leasing revenue primarily consists of NW Natural's North Mist natural gas storage agreement with PGE, which is billed under an OPUC-approved rate schedule and includes an initial 30-year term beginning May 2019 with options to extend, totaling up to an additional 50 years upon mutual agreement of the parties. Under U.S. GAAP, this agreement is classified as a sales-type lease and qualifies for regulatory accounting deferral treatment. The investment in the storage facility is included in rate base under a separately established cost-of-service tariff, with revenues recognized according to the tariff schedule. As such, the selling profit that was calculated upon commencement as part of the sale-type lease recognition was deferred and will be amortized over the lease term. Billing rates under the cost-of-service tariff will be updated annually to reflect current information including depreciable asset levels, forecasted operating expenses, and the results of regulatory proceedings, as applicable, and revenue received under this agreement is recognized as operating revenue on the consolidated statements of comprehensive income. There are no variable payments or residual value guarantees. The lease does not contain an option to purchase the underlying assets. NW Natural also maintains other immaterial sales type leases that are subject to an OPUC approved rate schedule. None of these other leases have variable payments or residual value guarantees and no significant selling profit upon lease commencement.

NW Natural also maintains a sales-type lease for specialized compressor facilities to provide high pressure compressed natural gas (CNG) services. Lease payments are outlined in an OPUC-approved rate schedule over a 10-year term. There are no variable payments or residual value guarantees. The selling profit computed upon lease commencement was not significant.

Our lessor portfolio also contains small leases of property owned by NW Holdings and NW Natural to third parties. These transactions are accounted for as operating leases and the revenue is recognized over the term of the lease agreement.

The components of lease revenue at NW Holdings and NW Natural were as follows:


In thousands	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
NW Natural:
Lease revenue
Operating leases	$	21	$	20	$	42	$	42
Sales-type leases	4,282		4,103		8,567		8,207
Total lease revenue	$	4,303	$	4,123	$	8,609	$	8,249

Lease revenue related to operating leases associated with NW Holdings non-utility property rentals was $0.1 million and $0.2 million for the three months ended June 30, 2025 and 2024, respectively, and lease revenue of $0.3 million was recognized for both the six months ended June 30, 2025 and 2024 related to operating leases associated with non-utility property rentals. Lease revenue related to these leases was presented in other income (expense), net on the consolidated statements of comprehensive income as it is non-operating income.

Total future minimum lease payments to be received under non-cancelable leases at June 30, 2025 are as follows:


In thousands	Operating		Sales-Type		Total
NW Holdings:
Remainder of 2025	$	243	$	7,605	$	7,848
2026	99		14,901		15,000
2027	84		14,500		14,584
2028	58		14,004		14,062
2029	59		13,594		13,653
Thereafter	741		194,722		195,463
Total minimum lease payments	$	1,284	259,326		$	260,610
Less: imputed interest			137,395
Total leases receivable			$	121,931

NW Natural:
Remainder of 2025	$	226	$	7,605	$	7,831
2026	43		14,901		14,944
2027	27		14,500		14,527
2028	—		14,004		14,004
2029	—		13,594		13,594
Thereafter	—		194,722		194,722
Total minimum lease payments	$	296	259,326		$	259,622
Less: imputed interest			137,395
Total leases receivable			$	121,931

The total leases receivable above is reported under the NWN Gas Utility segment and the short- and long-term portions are included within other current assets and assets under sales-type leases on the consolidated balance sheets, respectively. The total amount of unguaranteed residual assets was $6.2 million, $5.7 million and $6.0 million at June 30, 2025 and 2024 and December 31, 2024, respectively, and is included in assets under sales-type leases on the consolidated balance sheets. Additionally, under regulatory accounting, the revenues and expenses associated with these agreements are presented on the consolidated statements of comprehensive income such that their presentation aligns with similar regulated activities at NW Natural.

Lease Expense

Operating Leases

We have operating leases for land, buildings and equipment. Our primary lease is for NW Natural's headquarters and operations center. Our leases have remaining lease terms of 1 month to 15 years. Many of our lease agreements include options to extend the lease, which we do not include in our minimum lease terms unless they are reasonably certain to be exercised. Short-term

leases with a term of 12 months or less are not recorded on the balance sheet. As most of our leases do not provide an implicit rate and are entered into by NW Natural, we use an estimated discount rate representing the rate we would have incurred to finance the funds necessary to purchase the leased asset and is based on information available at the lease commencement date in determining the present value of lease payments.

NW Holdings assumed eight leases in connection with the SiEnergy acquisition. The leases primarily relate to office space, warehouse facilities, and land use agreements supporting the operations of SiEnergy. The assumed leases resulted in an increase of $2.3 million to both the operating lease right of use asset and operating lease liabilities recognized by NW Holdings. No finance type leases were assumed as part of the acquisition. The assumed lease balances are reflected in the disclosures and financial statements of NW Holdings as of June 30, 2025. Refer to Note 14 for additional information.

The components of lease expense, a portion of which is capitalized, were as follows:


In thousands	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
NW Holdings:
Operating lease expense	$	2,218	$	1,921	$	4,329	$	3,828
Short-term lease expense	160		384		349		465

NW Natural:
Operating lease expense	$	1,971	$	1,875	$	3,838	$	3,737
Short-term lease expense	160		384		349		465

Supplemental balance sheet information related to operating leases as of June 30, 2025 and 2024 and December 31, 2024 is as follows:


In thousands	June 30,				December 31,
	2025		2024		2024
NW Holdings:
Operating lease right of use asset	$	69,555	$	69,813	$	68,626

Operating lease liabilities - current liabilities	$	2,486	$	1,851	$	1,840
Operating lease liabilities - non-current liabilities	76,749		76,692		75,914
Total operating lease liabilities	$	79,235	$	78,543	$	77,754

NW Natural:
Operating lease right of use asset	$	66,965	$	69,317	$	68,115

Operating lease liabilities - current liabilities	$	1,731	$	1,691	$	1,653
Operating lease liabilities - non-current liabilities	74,882		76,355		75,591
Total operating lease liabilities	$	76,613	$	78,046	$	77,244

The weighted-average remaining lease terms and weighted-average discount rates for the operating leases at NW Natural were as follows:


In thousands	June 30,				December 31,
	2025		2024		2024
Weighted-average remaining lease term (years)	14.8		15.8		15.3
Weighted-average discount rate	7.3	%	7.3	%	7.3	%

As part of the SiEnergy acquisition, NW Holdings assumed operating leases with a weighted-average remaining lease term of 4.8 years and a weighted-average discount rate of 6.1%.

Headquarters and Operations Center Lease

NW Natural commenced a 20-year operating lease agreement in March 2020 for a new headquarters and operations center in Portland, Oregon. There is an option to extend the term of the lease for two additional periods of seven years. There is a material timing difference between the minimum lease payments and expense recognition as calculated under operating lease accounting rules. OPUC issued an order allowing us to align our expense recognition with cash payments for ratemaking purposes. We recorded the difference between the minimum lease payments and the aggregate of the imputed interest on the finance lease

obligation and amortization of the right-of-use asset as a deferred regulatory asset on our balance sheet. The balance of the regulatory asset was $9.4 million, $8.6 million and $9.0 million as of June 30, 2025 and 2024 and December 31, 2024, respectively.

Maturities of operating lease liabilities at June 30, 2025 were as follows:


In thousands	NW Natural		NW Holdings
Remainder of 2025	$	3,940	$	4,358
2026	7,571		8,310
2027	7,562		8,172
2028	7,744		8,256
2029	7,929		8,453
Thereafter	93,373		93,586
Total lease payments	128,119		131,135
Less: imputed interest	51,506		51,900
Total lease obligations	76,613		79,235
Less: current obligations	1,731		2,486
Long-term lease obligations	$	74,882	$	76,749

Supplemental cash flow information related to leases was as follows:


In thousands	Six Months Ended June 30,
		2025		2024
NW Holdings:
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases		$	4,241	$	3,738
Finance cash flows from finance leases		182		277
Right of use assets obtained in exchange for lease obligations
Operating leases(1)		$	2,647	$	—
Finance leases		182		277

NW Natural:
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases		$	3,753	$	3,650
Finance cash flows from finance leases		182		277
Right of use assets obtained in exchange for lease obligations
Operating leases		$	346	$	—
Finance leases		182		277

(1) Includes $2.3 million of non-cash operating lease right of use asset and operating lease liabilities recognized as part of the SiEnergy acquisition.

Finance Leases

NW Natural also leases building storage spaces for use as a gas meter room in order to provide natural gas to multifamily or mixed use developments. These contracts are accounted for as finance leases and typically involve a one-time upfront payment with no remaining liability. The right of use assets for finance leases were $3.2 million, $2.8 million and $3.0 million at June 30, 2025 and 2024 and at December 31, 2024, respectively.

8. STOCK-BASED COMPENSATION

Stock-based compensation plans are designed to promote stock ownership in NW Holdings by employees, including officers. These compensation plans include a Long Term Incentive Plan (LTIP) and an Employee Stock Purchase Plan (ESPP). For additional information on stock-based compensation plans, see Note 8 in the 2024 Form 10-K and the updates provided below.

Long Term Incentive Plan

Performance Shares

LTIP performance shares incorporate a combination of market, performance, and service-based factors. During the six months ended June 30, 2025, the final performance factor under the 2023-2025 LTIP was approved and 43,978 performance-based

shares were granted under the 2023-2025 LTIP for accounting purposes. As such, NW Natural began recognizing compensation expense.

In February 2024, LTIP shares were awarded to participants; however, the agreement allows for one of the performance factors to remain variable until the first quarter of the third year of the award period. As the performance factor will not be approved until the first quarter of 2026, there is not a mutual understanding of the awards' key terms and conditions between NW Holdings and the participants as of June 30, 2025, and therefore, no expense was recognized for the 2024-2026 award. NW Holdings will calculate the grant date fair value and the applicable subsidiaries of NW Holdings will recognize expense over the remaining service period for each award once the final performance factor has been approved.

In February 2025, LTIP shares were awarded to certain participants; however, the agreement allows for one of the performance factors to remain variable until the first quarter of the third year of the award period. As the performance factor will not be approved until the first quarter of 2027, there is not a mutual understanding of the awards' key terms and conditions between NW Holdings and the participants as of June 30, 2025, and therefore, no expense was recognized for the 2025-2027 award. NW Holdings will calculate the grant date fair value and the applicable subsidiaries of NW Holdings will recognize expense over the remaining service period for each award once the final performance factor has been approved.

For the 2024-2026 and 2025-2027 LTIP awards, share payouts range from a threshold of 0% to a maximum of 200% based on achievement of pre-established goals. The performance criteria for the 2024-2026 and 2025-2027 performance shares consists of a three-year Return on Invested Capital (ROIC) threshold that must be satisfied and a cumulative EPS factor, which can be modified by a total shareholder return factor (TSR modifier) relative to the performance of peer group companies over the performance period of three years for each respective award. If the targets were achieved for the 2024-2026 and 2025-2027 awards, NW Holdings would grant for accounting purposes 73,150 and 76,500 shares in the first quarters of 2026 and 2027, respectively.

In February 2025, 6,135 LTIP shares were awarded to certain participants. The LTIP awards share payouts range from a threshold of 0% to a maximum of 200% based on achievement of pre-established goals. The performance criteria for the 2025-2027 performance shares consist of a three-year ROIC threshold that must be satisfied and a 3-year cumulative EBITDA, which can be modified by a TSR modifier relative to the performance peer group companies over the period group. During the six months ended June 30, 2025, there was mutual understanding of all key terms of the award. As such, NW Natural Holdings began recognizing compensation expense.

As of June 30, 2025, there was $0.5 million of unrecognized compensation, which is expected to be recognized through 2027.

Restricted Stock Units

During the six months ended June 30, 2025, 67,149 RSUs were granted under the LTIP with a weighted-average grant date fair value of $41.63 per share. Generally, the RSUs awarded are forfeitable and include a performance-based threshold as well as a vesting period of three years from the grant date. The majority of our RSU grants obligate NW Holdings, upon vesting, to issue the RSU holder one share of common stock. The grant may also include a cash payment equal to the total amount of dividends paid per share between the grant date and vesting date of that portion of the RSU depending on the structure of the award agreement. The fair value of an RSU is equal to the closing market price of NW Holdings' common stock on the grant date.

As of June 30, 2025, there was $4.7 million of unrecognized compensation cost from grants of RSUs, which is expected to be recognized over a period extending through 2028.

9. DEBT

Short-Term Debt

At June 30, 2025, June 30, 2024 and December 31, 2024, short-term debt consisted of the following:


	June 30, 2025				June 30, 2024				December 31, 2024
In millions	Balance Outstanding		Weighted Average Interest Rate(1)		Balance Outstanding		Weighted Average Interest Rate(1)		Balance Outstanding		Weighted Average Interest Rate(1)
NW Natural:
NW Natural commercial paper	$	—	—	%	$	—	—	%	$	136.5	4.8	%
NW Holdings commercial paper	157.4		4.8	%	—		—	%	—		—	%
NW Holdings credit agreement	—		—	%	79.0		6.4	%	33.6		5.5	%
Total short-term debt	$	157.4			$	79.0			$	170.1

(1) Weighted average interest rate on outstanding short-term debt

Commercial Paper Programs

On March 21, 2025, NW Holdings initiated a commercial paper program. At June 30, 2025, there was $157.4 million outstanding at NW Holdings and no commercial paper outstanding at NW Natural.

SiEnergy Revolving Credit Facility

On January 7, 2025, NW Holdings acquired all of the issued and outstanding limited liability company interest of SiEnergy. SiEnergy's subsidiary, SiEnergy Holding, LLC (formerly Si Investment Co., LLC) (SiEnergy Holding), has a revolving credit facility (the Revolving Facility) and a term loan credit facility (the Delayed Draw Term Loan Facility) under its Credit Agreement dated December 22, 2020 between SiEnergy, its subsidiaries SiEnergy Holding, SiEnergy Gas, LLC (formerly SiEnergy, L.P.), Terra Transmission, LLC, SiEnergy Power Solutions, LLC, and SiEnergy GP, L.L.C., and ING Capital LLC, as administrative agent and L/C Issuer (as defined therein), and the lenders party thereto (as amended, the Amended Credit Agreement). The Delayed Draw Term Loan Facility is described below in the Long-Term Debt section. The Revolving Facility has commitments in the aggregate of $5.0 million, including a letter of credit sublimit of $1.0 million. SiEnergy Holding is required to pay upfront fees, structuring fees, annual administrative fees, commitment fees, letter of credit fees and certain other fees. Loans extended under the Revolving Facility bear interest at a per annum rate equal to the sum of (a) either (i) the Base Rate, as defined in the Amended Credit Agreement (the Base Rate), or (ii) term SOFR with a one-, three- or six-month tenor; plus (b) the Applicable Margin. The Applicable Margin is 0.750% with respect to Base Rate loans and 1.750% with respect to SOFR loans. At June 30, 2025, there were no borrowings on the Revolving Facility.

Acquisition Bridge Facility

On January 7, 2025, NW Holdings entered into a 364-Day Term Loan Credit Agreement (the Acquisition Bridge Facility) among NW Holdings, as borrower, certain lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, pursuant to which NW Holdings borrowed a $273.0 million senior unsecured term loan (the Bridge Loan), the proceeds of which were used to finance the SiEnergy acquisition, with any remaining proceeds to be used for working capital needs and for general corporate purposes. The Bridge Loan was repaid in full in March 2025.

Long-Term Debt

At June 30, 2025, June 30, 2024 and December 31, 2024, NW Holdings' long-term debt consisted of the following:


	June 30, 2025				June 30, 2024				December 31, 2024
In millions	Balance Outstanding		Weighted Average Interest Rate(1)		Balance Outstanding		Weighted Average Interest Rate(1)		Balance Outstanding		Weighted Average Interest Rate(2)
NW Natural first mortgage bonds	$	1,374.7	4.6	%	$	1,374.7	4.6	%	$	1,374.7	4.6	%
SiEnergy term loan(3)	148.1		6.1	%	—		—	%	—		—	%

NWN Water term loan	55.0		4.7	%	55.0		4.7	%	55.0		4.7	%
Other water debt	4.5				6.3				6.1
NW Holdings unsecured senior bonds	285.0		5.7	%	150.0		5.8	%	285.0		5.7	%
NW Holdings term loan	50.0		5.3	%	—		—	%	—		—	%
NW Holdings junior subordinated debentures	325.0		7.0	%	—		—	%	—		—	%
Long-term debt, gross	2,242.3				1,586.0				1,720.8
Less: unamortized debt issuance costs	14.1				10.4				10.6
Less: current maturities	141.5				0.9				30.8
Total long-term debt	$	2,086.7			$	1,574.7			$	1,679.4

(1) Weighted average interest rate for the six months ended June 30, 2025 and June 30, 2024

(2) Weighted average interest rate for the year ended December 31, 2024

(3) On January 7, 2025, NW Holdings acquired SiEnergy. SiEnergy's subsidiary, SiEnergy Holding, had this existing term loan facility outstanding at the date of acquisition.

NW Natural's first mortgage bonds (FMBs) have maturity dates ranging from 2025 through 2053 and interest rates ranging from 2.82% to 7.85%. NW Holdings' unsecured senior bonds have maturity dates ranging from 2028 through 2034 and interest rates ranging from 5.52% to 5.86%. NWN Water's term loan is due in 2026. In March 2024, NW Holdings retired a $100.0 million credit agreement and NWN Water retired a $50.0 million credit agreement. As of June 30, 2025, $30.0 million of debt is scheduled to mature in the next twelve months at NW Natural and $111.5 million of debt is scheduled to mature in the next twelve months at NW Holdings Other.

SiEnergy Delayed Draw Term Loan Facility

basis, which had initial aggregate commitments, as amended, of $200.0 million, of which $33.3 million remained in effect as of June 30, 2025. As of June 30, 2025, the outstanding principal balance of the Delayed Draw Term Loan Facility is $148.1 million.

Loans extended under the Delayed Draw Term Loan Facility bear interest at a per annum rate equal to the sum of (a) either (i) the Base Rate, as defined in the Amended Credit Agreement (the Base Rate), or (ii) term SOFR with a one-, three- or six-month tenor; plus (b) the Applicable Margin. The Applicable Margin is 0.750% with respect to Base Rate loans and 1.750% with respect to SOFR loans.

Loans borrowed under the Delayed Draw Term Loan Facility from time to time become funded term loans (Funded Term Loans), which are subject to required amortization, once per year. SiEnergy Holding is required to make principal payments with respect to Funded Term Loans in equal quarterly installments in an amount sufficient to amortize such loans over a period of 25 years. In addition, the Delayed Draw Term Loan Facility is subject to certain mandatory prepayments, including in connection with certain asset sales or casualty or that result in Loan Parties’ receipt of certain insurance or condemnation proceeds. The Delayed Draw Term Loan Facility matures on December 22, 2026.

Issuance of Long-Term Debt

On January 6, 2025, NW Holdings entered into a Term Loan Credit Agreement (the Term Loan Agreement), among NW Holdings, as borrower, certain lenders parties thereto, and U.S. Bank National Association, as Administrative Agent, pursuant to which NW Holdings borrowed a $50.0 million senior unsecured term loan (the Term Loan), the proceeds of which will be used for working capital needs and for general corporate purposes. The Term Loan is due and payable on April 6, 2026. NW Holdings may prepay the Term Loan without premium or penalty (other than customary breakage costs, if applicable). Amounts prepaid may not be reborrowed.

The Term Loan Agreement bears interest at a per annum rate equal to the sum of (x) either (i) term SOFR with a one-, three- or six-month tenor, plus an adjustment of 0.10%, or (ii) the Alternate Base Rate, as defined in the Term Loan Agreement, plus (y) the Applicable Margin, as defined in the Term Loan Agreement. The Applicable Margin is 0.90% per annum, for term SOFR loans, and 0.00% per annum, for Alternate Base Rate loans.

On March 12, 2025, NW Holdings entered into an Underwriting Agreement for the sale of $325.0 million in aggregate principal amount of the Company’s Junior Subordinated Debentures due September 15, 2055 (Junior Subordinated Debentures). The Company will pay interest on the Junior Subordinated Debentures (i) from and including the date of original issuance to, but not including, September 15, 2035, at an annual rate of 7.0% and (ii) from and including September 15, 2035, during each Interest Reset Period at an annual rate equal to the Five-Year Treasury Rate as of the most recent Reset Interest Determination Date plus 2.701%. The sale of the Junior Subordinated Debentures closed on March 18, 2025.

Interest Rate Swap Agreement

In January 2023, NWN Water entered into an interest rate swap agreement with a major financial institution for $55.0 million that effectively converted variable-rate debt to a fixed rate of 3.8%. Interest payments made between the effective date and expiration date are hedged by the swap agreement. The interest rate swap agreement expires in June 2026, along with the variable-rate debt.

Fair Value of Long-Term Debt

NW Holdings' and NW Natural's outstanding debt does not trade in active markets. The fair value of debt is estimated using the value of outstanding debt at natural gas distribution companies with similar credit ratings, terms, and remaining maturities to NW Holdings' and NW Natural's debt that actively trade in public markets. These valuations are based on Level 2 inputs as defined in the fair value hierarchy. See Note 2 in the 2024 Form 10-K for a description of the fair value hierarchy.

The following table provides an estimate of the fair value of long-term debt, including current maturities of long-term debt, using market prices in effect on the valuation date


	June 30,				December 31,
In millions	2025		2024		2024
NW Holdings:
Gross long-term debt	$	2,242.3	$	1,586.0	$	1,720.8
Unamortized debt issuance costs	(14.1)		(10.4)		(10.6)
Carrying amount	2,228.2		1,575.6		1,710.2
Estimated fair value(1)	2,076.4		1,393.9		1,542.2

NW Natural:
Gross long-term debt	$	1,374.7	$	1,374.7	$	1,374.7
Unamortized debt issuance costs	(9.0)		(9.6)		(9.3)
Carrying amount	1,365.7		1,365.1		1,365.4
Estimated fair value(1)	1,193.2		1,182.5		1,191.2

(1) Estimated fair value does not include unamortized debt issuance costs.

10. PENSION AND OTHER POSTRETIREMENT BENEFIT COSTS

NW Natural maintains a qualified non-contributory defined benefit pension plan (Pension Plan), non-qualified supplemental pension plans for eligible executive officers and other key employees, and other postretirement employee benefit plans. NW Natural also has a qualified defined contribution plan (Retirement K Savings Plan) for all eligible employees. The Pension Plan and Retirement K Savings Plan have plan assets, which are held in qualified trusts to fund retirement benefits.

The service cost component of net periodic benefit cost for NW Natural pension and other postretirement benefit plans is recognized in operations and maintenance expense in the consolidated statements of comprehensive income. The other non-service cost components are recognized in other income (expense), net in the consolidated statements of comprehensive income.

The following table provides the components of net periodic benefit cost (credit) for the pension and other postretirement benefit plans:


	Three Months Ended June 30,								Six Months Ended June 30,
	Pension Benefits				Other Postretirement Benefits				Pension Benefits				Other Postretirement Benefits
In thousands	2025		2024		2025		2024		2025		2024		2025		2024
Service cost	$	886	$	979	$	28	$	24	$	1,771	$	1,959	$	55	$	49
Interest cost	5,410		5,159		289		247		10,820		10,319		577		495
Expected return on plan assets	(5,433)		(5,936)		—		—		(10,866)		(11,871)		—		—

Amortization of net actuarial loss	2,445		1,496		21		—		4,889		2,991		41		—

Net periodic benefit cost (credit)	3,308		1,698		338		271		6,614		3,398		673		544
Amount allocated to construction	(429)		(476)		(11)		(10)		(863)		(901)		(22)		(18)

Net periodic benefit cost (credit) charged to expense	2,879		1,222		327		261		5,751		2,497		651		526

Amortization of regulatory balancing account	1,281		1,281		—		—		4,082		4,082		—		—
Net amount charged to expense	$	4,160	$	2,503	$	327	$	261	$	9,833	$	6,579	$	651	$	526

Net periodic benefit costs are reduced by amounts capitalized to NWN Gas Utility plant. In addition, net periodic benefit costs were recorded to a regulatory balancing account as approved by the OPUC and amortized accordingly.

The following table presents amounts recognized in accumulated other comprehensive loss (AOCL) and the changes in AOCL related to non-qualified employee benefit plans:


	Three Months Ended June 30,				Six Months Ended June 30,
In thousands	2025		2024		2025		2024
Beginning balance	$	(6,877)	$	(7,359)	$	(7,052)	$	(7,237)
Amounts reclassified to AOCL	—		—		—		(183)
Amounts reclassified from AOCL:
Amortization of actuarial losses	199		207		399		380

Total reclassifications before tax	199		207		399		197
Tax benefit	(25)		60		(50)		(52)
Total reclassifications for the period	174		267		349		145
Ending balance	$	(6,703)	$	(7,092)	$	(6,703)	$	(7,092)

Employer Contributions to Company-Sponsored Defined Benefit Pension Plans

NW Natural made $5.5 million of cash contributions to its qualified defined benefit pension plans during the six months ended June 30, 2025 and $3.4 million cash contributions during the six months ended June 30, 2024. During 2025, NW Natural expects to make additional cash contributions of approximately $5.8 million.

Defined Contribution Plan

NW Natural's Retirement K Savings Plan is a qualified defined contribution plan under Internal Revenue Code Sections 401(a) and 401(k). NW Natural contributions totaled $6.9 million and $5.8 million for the six months ended June 30, 2025 and 2024, respectively.

See Note 10 in the 2024 Form 10-K for more information concerning these retirement and other postretirement benefit plans.

11. INCOME TAX

An estimate of annual income tax expense is made each interim period using estimates for annual pre-tax income, regulatory flow-through adjustments, tax credits, and other items. The estimated annual effective tax rate is applied to year-to-date, pre-tax income to determine income tax expense for the interim period consistent with the annual estimate. Discrete events are recorded in the interim period in which they occur or become known.

The effective income tax rate varied from the federal statutory rate due to the following:


	Three Months Ended June 30,
	NW Holdings						NW Natural
In thousands	2025			2024			2025			2024
Income tax at statutory rate (federal)	$	(722)		$	(756)		$	1,378		$	(80)
State income tax	(210)			(345)			306			(167)
Increase (decrease):
Differences required to be flowed-through by regulatory commissions	8			107			9			108
Other, net	(16)			182			(55)			183
Total (benefit) expense for income taxes	$	(940)		$	(812)		$	1,638		$	44

Effective income tax rate	27.3		%	22.6		%	25.0		%	(11.6)		%
















	Six Months Ended June 30,
	NW Holdings						NW Natural
In thousands	2025			2024			2025			2024
Income tax at statutory rate (federal)	$	24,991		$	17,758		$	27,986		$	19,499
State income tax	9,770			7,232			10,508			7,682
Increase (decrease):
Differences required to be flowed-through by regulatory commissions	(1,660)			(1,472)			(1,659)			(1,472)
Other, net	486			9			467			8
Total provision for income taxes	$	33,587		$	23,527		$	37,302		$	25,717

Effective income tax rate	28.2		%	27.8		%	28.0		%	27.7		%

The NW Holdings and NW Natural effective income tax rates for the six months ended June 30, 2025 compared to the same period in 2024 changed primarily as a result of the regulatory tax benefit amortization providing less rate benefit due to higher pre-tax income. See Note 11 in the 2024 Form 10-K for more detail on income taxes and effective tax rates.

The IRS Compliance Assurance Process (CAP) examination of the 2023 tax year was completed during the first quarter of 2025. There were no material changes to the return as filed. The 2024 and 2025 tax years are subject to examination under CAP.

12. PROPERTY, PLANT, AND EQUIPMENT

The following table sets forth the major classifications of property, plant, and equipment and accumulated depreciation:


	June 30,				December 31,
In thousands	2025		2024		2024
NW Holdings:
Plant in service	$	5,204,265	$	4,568,912	$	4,769,565
Construction work in progress	211,432		195,681		149,354
Less: Accumulated depreciation	1,269,274		1,234,148		1,246,592
Total property, plant, and equipment, net	$	4,146,423	$	3,530,445	$	3,672,327

Capital expenditures in accrued liabilities	$	40,588	$	28,370	$	26,610

NW Natural:
Plant in service	$	4,677,407	$	4,399,127	$	4,577,955
Construction work in progress	183,257		181,876		128,764
Less: Accumulated depreciation	1,236,148		1,213,169		1,222,413
Total property, plant, and equipment, net	$	3,624,516	$	3,367,834	$	3,484,306

Capital expenditures in accrued liabilities	$	28,586	$	24,586	$	24,625

13. INVESTMENTS

Investments include gas reserves, financial investments in life insurance policies, and equity method investments. The following table summarizes other investments:


	NW Holdings						NW Natural
	June 30,				December 31,		June 30,				December 31,
In thousands	2025		2024		2024		2025		2024		2024
Investments in life insurance policies	$	46,221	$	46,295	$	45,772	$	46,221	$	46,295	$	45,772
Investments in gas reserves, non-current	16,803		19,570		18,166		16,803		19,570		18,166
Investment in unconsolidated affiliates	19,199		17,930		18,298		—		—		—
Total other investments	$	82,223	$	83,795	$	82,236	$	63,024	$	65,865	$	63,938

Investment in Life Insurance Policies

Other investments include financial investments in life insurance policies, which are accounted for at cash surrender value, net of policy loans. See Note 13 in the 2024 Form 10-K.

NW Natural Gas Reserves

NW Natural has invested $188 million through the gas reserves program in the Jonah Field located in Wyoming as of June 30, 2025. Gas reserves are stated at cost, net of regulatory amortization, with the associated deferred tax benefits of $1.9 million, $3.0 million, and $2.6 million, which are recorded as liabilities in the June 30, 2025, June 30, 2024, and December 31, 2024 consolidated balance sheets, respectively. NW Natural's investment is included in NW Holdings' and NW Natural's consolidated balance sheets under other current assets and other investments (non-current portion) with the maximum loss exposure limited to the investment balance. The amount of gas reserves included in other current assets was $2.7 million, $2.5 million, and $2.7 million as of June 30, 2025, June 30, 2024, and December 31, 2024, respectively. See Note 13 in the 2024 Form 10-K.

Investments in Unconsolidated Affiliates

In December 2021, NWN Water purchased a 37.3% ownership stake in Avion Water Company, Inc. (Avion Water), an investor-owned water utility for $14.5 million. NWN Water subsequently increased its ownership stake in Avion Water as follows:


In millions	Amount		Ownership %
July 2022	$	1.0	40.3	%
June 2023	$	1.0	43.1	%
January 2024	$	1.0	45.6	%
February 2025	$	1.0	47.9	%

Avion Water operates in Bend, Oregon and the surrounding communities, serving approximately 16,000 connections and employing 44 people. The carrying value of the equity method investment is $10.1 million higher than the underlying equity in the net assets of the investee at June 30, 2025 due to equity method goodwill. NWN Water's share in the earnings (loss) of Avion Water is included in other income (expense), net.

14. BUSINESS COMBINATIONS

2025 Business Combinations

SiEnergy Acquisition

On January 7, 2025, NW Holdings acquired 100% of the outstanding membership interests of SiEnergy Operating, LLC from SiEnergy Capital Partners, LLC, an affiliate of Ridgewood Infrastructure. Total consideration included $271.1 million in cash and the assumption of $156.1 million of outstanding debt. SiEnergy is a regulated natural gas distribution utility and a transmission utility. Excluding Pines Holdings, which was acquired June 2, 2025 and is described further below, SiEnergy serves approximately 76,000 customers in the greater metropolitan areas of Houston, Dallas, and Austin, Texas.

The SiEnergy acquisition met the criteria of a business combination, and as such a preliminary allocation of the consideration to the acquired net assets based on their estimated fair value as of the acquisition date was performed. In accordance with U.S. GAAP, the fair value determination involves management judgment in determining the significant estimates and assumptions used for net assets associated with SiEnergy. This allocation is considered preliminary as of June 30, 2025, as facts and circumstances that existed as of the acquisition date may be discovered as we continue to integrate SiEnergy. As a result, subsequent adjustments to the preliminary valuation of tangible assets, regulatory assets and liabilities including asset removal costs, contract assets and liabilities, tax positions, and goodwill may be required. Any such adjustments are to be completed within the one-year measurement period. Acquisition costs totaling $2.3 million in the fourth quarter of 2024 and $5.3 million in the first quarter of 2025 were expensed as incurred. Acquisition costs related to SiEnergy are included in operations and maintenance expenses in the consolidated statements of comprehensive income. The transaction aligns with NW Holdings' growth strategy and further expands the service territory in Texas.

Preliminary goodwill of $171.0 million was recognized from this acquisition. The goodwill recognized is attributable to SiEnergy's natural gas utility service territory, experienced workforce, and the strategic benefits expected from growth in its service territory. No intangible assets aside from goodwill were recognized. The amount of goodwill that is expected to be deductible for income tax purposes is $178.6 million.

The following table summarizes the consideration transferred and the amounts of identified assets acquired and liabilities assumed as the acquisition date:


In thousands
Fair value of consideration transferred:
Cash	$	271,087

Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets	$	16,677
Property, plant and equipment	256,246
Non-current assets	3,872
Current liabilities	(24,776)
Non-current liabilities	(151,893)
Total identifiable net assets	$	100,126
Goodwill	$	170,961

Hughes Gas Resources, Inc. (Pines Holdings, Inc.) Acquisition

On June 2, 2025, a subsidiary of SiEnergy Operating, LLC ("SiEnergy"), a wholly owned subsidiary of NW Holdings, acquired 100% of the outstanding equity interests of Hughes Gas Resources, Inc. from EPCOR USA Inc. for total consideration of $60.8 million in cash. Hughes serves approximately 7,000 customers in 12 communities northeast of Houston, Texas. Hughes further expands SiEnergy's regulated gas utility business in the southern United States. Following the closing of the acquisition, Hughes was rebranded as Pines Holdings, Inc. ("Pines").

The Pines acquisition met the criteria of a business combination, and as such a preliminary allocation of the consideration to the acquired net assets based on their estimated fair value as of the acquisition date was performed. In accordance with U.S. GAAP, the fair value determination involves management judgment in determining the significant estimates and assumptions used for net assets associated with Pines. This allocation is considered preliminary as of June 30, 2025, as facts and circumstances that existed as of the acquisition date may be discovered as we continue to integrate Pines. As a result, subsequent adjustments to the preliminary valuation of tangible assets, regulatory assets and liabilities including asset removal costs, contract assets and liabilities, tax positions, and goodwill may be required. Any such adjustments are to be completed within the one-year measurement period.

Preliminary goodwill of $16.2 million was recognized from this acquisition. The goodwill recognized is attributable to Pines' natural gas utility service territory, experienced workforce, and the strategic benefits expected from growth in the service territory. No intangible assets aside from goodwill were recognized. There is no goodwill expected to be deductible for tax purposes.

The following table summarizes the consideration transferred and the amounts of identified assets acquired and liabilities assumed as of the acquisition date:


In thousands
Fair value of consideration transferred:
Cash	$	60,838

Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets	$	2,152
Property, plant and equipment	41,556
Non-current assets	2,489
Current liabilities	(1,496)
Non-current liabilities	(104)
Total identifiable net assets	$	44,597
Goodwill	$	16,241

The table below presents the unaudited pro forma revenues and earnings of NW Holdings as if the SiEnergy and Pines acquisitions had occurred as of January 1, 2024:


	Three Months Ended June 30,				Six Months Ended June 30,
In thousands	2025		2024		2025		2024
Operating revenues	$	241,074	$	222,308	$	737,355	$	677,609
Net income (loss)	$	(1,898)	$	(7,109)	$	89,067	$	51,482

The unaudited pro forma results presented above are for informational purposes only and are not necessarily indicative of the results that would have been achieved had the acquisition been completed on January 1, 2024, nor are they indicative of future results of operations of the combined company. Pro forma net income for the three and six months ended June 30, 2025 and 2024 were adjusted to reflect the following:

•acquisition costs of $7.6 million incurred by NW Holdings' in the first quarter of 2025 and the fourth quarter of 2024, were reflected to have occurred in the first quarter 2024 and the first quarter 2025 costs were removed from the six months ended June 30, 2025 pro forma net income;

•the capital structure for NW Holdings' was modified to reflect the Junior Subordinated Debentures issued in March 2025 to represent the ongoing capital structure and reflects the issuance to have occurred on January first of each respective period;

•the results of SiEnergy and Pines were adjusted to represent results as though they were owned as of January first of each respective period; and

•all adjustments were net tax effected using a statutory tax rate of 26.5%

The amount of SiEnergy revenues included in NW Holdings' consolidated statements of comprehensive income was $11.5 million and $34.2 million for the three and six months ended June 30, 2025, respectively.

The amount of SiEnergy net income included in NW Holdings' consolidated statements of comprehensive income was $1.0 million and $6.5 million for the three and six months ended June 30, 2025, respectively.

Other 2025 Business Combinations

During the first quarter of 2025, NWN Water and its subsidiaries acquired the assets of two businesses qualifying as business combinations. The aggregate fair value of the consideration transferred for these acquisitions was $1.6 million, most of which was allocated to property, plant and equipment. These transactions align with NW Holdings' water and wastewater sector strategy as it continues to expand its water and wastewater service territories and included:

•Everett Square, Inc. in Texas

•ES Water Utility Consolidators, Inc. in Texas

2024 Business Combinations

During the year ended December 31, 2024, NWN Water completed the acquisition of Infrastructure Capital Holdings (ICH), which includes 100% of the membership interests of the following entities:

•Avimor Water Reclamation Company, LLC

•Bents Court Water Company, LLC

•Emerald Valley Wastewater Company, LLC

•OMSID Infrastructure Holdings Company, LLC

•Quigley Recycled Water Company, LLC

•Mines Park Infrastructure Holdings Company, LLC

•Puttman Infrastructure Services Company, LLC

•Lakeshore Water Company, LLC

•Seavey Loop Water Company, LLC

•South Coast Water Company, LLC

The acquisition added wastewater and recycled water customers across Oregon, Idaho and California. The acquisition-date fair value of the total consideration transferred was $29.9 million.

The ICH acquisition met the criteria of a business combination, and as such a preliminary allocation of the consideration to the acquired net assets based on their estimated fair value as of the acquisition date was performed. In accordance with U.S. GAAP, the fair value determination involves management judgment in determining the significant estimates and assumptions used for net assets associated with ICH. This allocation is considered preliminary as of June 30, 2025, as facts and circumstances that existed as of the acquisition date may be discovered as we continue to integrate ICH. As a result, subsequent adjustments to the preliminary valuation of tangible assets, contract assets and liabilities, tax positions, and goodwill may be required. Subsequent adjustments are not expected to be significant, and any such adjustments are expected to be completed within the one-year measurement period. The acquisition costs were not material and expensed as incurred.

Preliminary goodwill of $18.2 million was recognized from this acquisition. The goodwill recognized is attributable to ICH's water utility service territory, experienced workforce, and the strategic benefits for both the water utility and wastewater services expected from growth in its service territory. No intangible assets aside from goodwill were recognized. The amount of goodwill that is expected to be deductible for income tax purposes is $18.2 million.

The following table summarizes the consideration transferred and the amounts of identified assets and liabilities assumed as the acquisition date:


In thousands
Fair value of consideration transferred:
Cash	$	29,902

Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets	$	769
Property, plant and equipment	11,585
Non-current assets	186
Current liabilities	(730)
Non-current liabilities	(64)
Total identifiable net assets	$	11,746
Goodwill	$	18,156

The amount of ICH earnings included in NW Holdings' consolidated statements of comprehensive income is $0.3 million and $0.8 million, for the three and six months ended June 30, 2025, respectively. ICH revenue included in NW Holdings' consolidated statements of comprehensive income is $1.2 million and $2.5 million, for the three and six months ended June 30, 2025, respectively.

Goodwill

NW Holdings allocates goodwill to reporting units based on the expected benefit from the business combination. We perform an annual impairment assessment of goodwill at the reporting unit level, or more frequently if events and circumstances indicate that goodwill might be impaired. An impairment loss is recognized if the carrying value of a reporting unit’s goodwill exceeds its fair value.

As a result of all acquisitions completed, total goodwill totaled $370.9 million, $163.2 million, and $183.8 million as of June 30, 2025, June 30, 2024, and December 31, 2024, respectively. Goodwill as of June 30, 2025, is attributable to gas utility, water and wastewater acquisitions, of which $187.2 million is included in the SiEnergy category and $183.7 million is included in the NWN Water category for segment reporting purposes. Goodwill as of June 30, 2024 and December 2024, is only attributable to water and wastewater acquisitions and is included in the NWN Water category for segment reporting purposes. The annual impairment assessment of goodwill occurs in the fourth quarter of each year. There have been no impairments recognized to date.

15. DERIVATIVE INSTRUMENTS

NW Natural

NW Natural enters into financial derivative contracts primarily to hedge a portion of the NWN Gas Utility segment's natural gas sales requirements. These contracts include swaps and forward contracts. These derivative financial instruments are primarily used to manage the price variability of natural gas, interest rates, and foreign currency. A small portion of NW Natural's derivative hedging strategy involves hedging interest rates and foreign currency forward contracts.

NW Natural enters into these financial derivatives, up to prescribed limits, primarily to hedge price variability related to term physical gas supply contracts, and variable rate debt and for pipeline demand charges paid in Canadian dollars.

In the normal course of business, NW Natural also enters into indexed-price physical forward natural gas commodity purchase contracts and options to meet the requirements of NWN Gas Utility customers. These contracts qualify for regulatory deferral accounting treatment.

Notional Amounts

The following table presents the absolute notional amounts related to open positions on NW Natural derivative instruments:


	June 30,				December 31,
In thousands	2025		2024		2024
Natural gas (in therms):
Financial	807,000		776,400		771,110
Physical	811,360		615,300		560,900
Foreign exchange (in dollars)	$	10,155	$	10,406	$	10,332

Purchased Gas Adjustment (PGA)

Rates and hedging approaches vary between states due to different rate structures and hedging mechanisms. Under the PGA mechanism in Oregon, derivatives entered into by NW Natural for the procurement or hedging of natural gas for future gas years generally receive regulatory deferral accounting treatment. In general, commodity hedging for the current gas year is completed prior to the start of the gas year, and hedge prices are fully recovered and reflected in the weighted-average cost of gas in the PGA filing. Hedge contracts entered into after the start of the PGA period for the current PGA year are subject to the PGA incentive sharing mechanism in Oregon. Under the PGA mechanism in Washington, NW Natural incorporates a risk-responsive hedging strategy, and receives regulatory deferral accounting treatment for Washington gas supplies.

NW Natural entered the 2024-25 gas year with forecasted sales volume hedged at approximately 80% in total, including 64% in financial hedges and 16% in physical gas supplies. The total hedged for Oregon was approximately 86%, including 69% in financial hedges and 17% in physical gas supplies. The total hedged for Washington was approximately 32%, including 19% in financial hedges and 13% in physical gas supplies.

Unrealized and Realized Gain/Loss

The following table reflects the income statement presentation for the unrealized gains and losses from NW Natural's derivative instruments:


	Three Months Ended June 30,
	2025				2024
In thousands	Natural gas commodity		Foreign Exchange		Natural gas commodity		Foreign Exchange
Benefit (expense) to cost of gas	$	4,651	$	302	$	493	$	17

Amounts deferred to regulatory accounts on balance sheet	(4,651)		(302)		(493)		(17)
Total gain (loss) in pre-tax earnings	$	—	$	—	$	—	$	—


	Six Months Ended June 30,
	2025				2024
In thousands	Natural gas commodity		Foreign exchange		Natural gas commodity		Foreign exchange
Benefit (expense) to cost of gas	$	34,348	$	278	$	38,457	$	(162)

Amounts deferred to regulatory accounts on balance sheet	(34,348)		(278)		(38,457)		162
Total gain (loss) in pre-tax earnings	$	—	$	—	$	—	$	—

Unrealized Gain/Loss

Outstanding derivative instruments related to regulated NWN Gas Utility operations are deferred in accordance with regulatory accounting standards. The cost of foreign currency forward and natural gas derivative contracts are recognized immediately in the cost of gas; however, costs above or below the amount embedded in the current year PGA are subject to a regulatory deferral tariff and therefore, are recorded as a regulatory asset or liability.

Realized Gain/Loss

NW Natural realized net losses of $11.6 million and net losses of $57.8 million for the three and six months ended June 30, 2025, respectively, from the settlement of natural gas financial derivative contracts, whereas, net losses of $18.7 million and net losses of $69.2 million were realized for the three and six months ended June 30, 2024, respectively. Realized gains and losses offset the higher or lower cost of gas purchased, resulting in no incremental amounts to collect or refund to customers.

Credit Risk Management of Financial Derivatives Instruments

No collateral was posted with or by NW Natural counterparties as of June 30, 2025 or 2024. NW Natural attempts to minimize the potential exposure to collateral calls by diversifying counterparties and using credit limits to manage liquidity risk. Counterparties generally allow a certain credit limit threshold based on our credit rating before requiring NW Natural to post collateral against unrealized loss positions. Given NW Natural's credit ratings, counterparty credit limits and portfolio diversification, it was not subject to collateral calls in 2025 or 2024. The collateral call exposure is set forth under credit support agreements, which generally contain credit limits. NW Natural could also be subject to collateral call exposure where it has agreed to provide adequate assurance, which is not specific as to the amount of credit limit allowed but could potentially require additional collateral posting by NW Natural in the event of a material adverse change in NW Natural's ability to perform.

NW Natural's financial derivative instruments are subject to master netting arrangements; however, they are presented on a gross basis in the consolidated balance sheets. NW Natural and its counterparties have the ability to set-off obligations to each other under specified circumstances. Such circumstances may include a defaulting party, a credit change due to a merger affecting either party, or any other termination event.

If netted by its counterparties, NW Natural's physical and financial derivative position would result in an asset of $5.0 million and a liability of $27.6 million as of June 30, 2025, an asset of $5.4 million and a liability of $59.2 million as of June 30, 2024, and an asset of $4.4 million and a liability of $86.0 million as of December 31, 2024.

NW Natural is exposed to derivative credit and liquidity risk primarily through securing fixed-price natural gas commodity swaps and interest rate swaps with financial counterparties. NW Natural utilizes master netting arrangements with International Swaps and Derivatives Association (ISDA) contracts to minimize these risks including ISDA Credit Support Agreements with counterparties based on their credit ratings. Additionally, NW Natural uses counterparty, industry, sector and country diversification to minimize credit risk. In certain cases, NW Natural may require counterparties to post collateral, guarantees, or letters of credit to maintain its minimum credit requirement standards or for liquidity management purposes. See Note 15 in the 2024 Form 10-K for additional information.

Fair Value

In accordance with fair value accounting, NW Natural includes non-performance risk in calculating fair value adjustments. This includes a credit risk adjustment based on the credit spreads of NW Natural counterparties when in an unrealized gain position, or on NW Natural's own credit spread when it is in an unrealized loss position. The inputs in our valuation models include natural gas futures, volatility, credit default swap spreads and interest rates. Additionally, the assessment of non-performance risk is generally derived from the credit default swap market and from bond market credit spreads. The impact of the credit risk adjustment for all financial derivatives outstanding to the fair value calculation was $0.1 million, which decreased the liability at June 30, 2025. The net fair value was a liability of $22.6 million, a liability of $53.8 million, and a liability of $81.6 million as of June 30, 2025 and 2024, and December 31, 2024, respectively. No Level 3 inputs were used in our derivative valuations during the six months ended June 30, 2025, and 2024. See Note 2 in the 2024 Form 10-K.

NWN Water Interest Rate Swap Agreement

In January 2023, NWN Water entered into an interest rate swap agreement with a major financial institution for $55.0 million that effectively converted variable-rate debt to a fixed rate of 3.8%. Interest payments made between the effective date and expiration date are hedged by the swap agreement. The interest rate swap agreement will expire in June 2026, along with the variable-rate debt.

Unrealized gains (losses) related to the interest rate swap agreement are recorded in AOCI on the consolidated balance sheet and totaled $0.0 million, $0.6 million and $0.2 million, net of tax, as of June 30, 2025 and 2024 and December 31, 2024, respectively. Realized gains or losses occur as a result of monthly swap settlements. Gains of $0.1 million and $0.1 million were reclassified from AOCI to net income during the three and six months ended June 30, 2025, respectively. Gains of $0.2 million and $0.6 million were reclassified from AOCI to net income during the three and six months ended June 30, 2024, respectively. The estimated amount of gains recorded in AOCI as of June 30, 2025 that are expected to be reclassified to net income within the next twelve months is immaterial.

16. COMMITMENTS AND CONTINGENCIES

NWN Renewables is an unregulated subsidiary of NW Holdings established to pursue investments in RNG activities. NWN Renewables, through its subsidiary Ohio Renewables, executed agreements with a subsidiary of EDL, a global producer of sustainable distributed energy, to secure RNG supply from two production facilities that are designed to convert landfill waste gases to RNG. This arrangement consists of a development agreement, an exclusive use agreement, a purchase agreement, and various guarantees.

Under the development agreement, the EDL subsidiary is responsible for the development and construction of the facilities. The first facility was completed and commenced delivery of RNG to Ohio Renewables in September 2024. Upon reaching this milestone, Ohio Renewables paid $26.0 million to the EDL subsidiary. The second facility was completed and commenced delivery of RNG to Ohio Renewables in December 2024 at which point Ohio Renewables made an additional payment of $25.4 million to the EDL subsidiary. The payments were recorded as long-term prepaid assets and will be amortized based on the volumes delivered over the life of the agreement.

NWN Renewables Purchase Agreements

Under the purchase agreement, Ohio Renewables and the subsidiary of EDL executed agreements for Ohio Renewables to purchase up to an annual specified amount of RNG produced by the EDL facilities over a 20-year period at a contractually specified price. We currently estimate the amount of RNG purchases from both facilities based on prices and quantities specified in the agreements to be as follows: approximately $18.9 million in 2025, $18.9 million in 2026, $22.8 million in 2027, $22.8 million in 2028, $24.1 million in 2029 and $532.6 million thereafter.

NW Holdings entered into a guarantee on behalf of Ohio Renewables with EDL. Per the guarantee, NW Holdings unconditionally and irrevocably guarantees the timely payment and performance when due of all obligations of Ohio Renewables. NW Holdings has not recognized a liability for its obligations under the guarantee in accordance with ASC 460, Guarantees.

NWN Renewables Sale Agreements

2024 - 2026

Ohio Renewables has contracted to sell RNG produced by the EDL facilities up to certain specified volumes in each of calendar years 2024 through 2026 to an investment-grade counterparty. Upon each delivery of RNG, Ohio Renewables will purchase an equal quantity of natural gas without renewable attributes at the same delivery point. Ohio Renewables has separately contracted to sell the natural gas purchased from EDL to another counterparty also at the same delivery point upon receipt. Alongside these agreements, NW Holdings entered into a guarantee on behalf of Ohio Renewables. Per the guarantee, NW Holdings unconditionally and irrevocably guarantees the prompt payment of all present and future obligations of Ohio Renewables. NW Holdings has not recognized a liability for its obligations under the guarantee in accordance with ASC 460, Guarantees.

The guarantee specifies annual cap amounts on the aggregate liability covered by the Guarantee as follows:


In thousands	2025		2026
Cap Amount	$	44,226	$	21,113

2025 - 2042

Ohio Renewables additionally has contracted to sell a fixed-volume amount of RNG under a long-term agreement with an investment-grade utility beginning in 2025 and extending through 2042. Under the current contract, if less than 75% of the contracted volumes of RNG are not delivered on an annual basis, Ohio Renewables is obligated to pay the per MMbtu price for volumes between the amount delivered and 75% of the contracted volumes on an annual basis. NW Holdings entered into a guarantee on behalf of Ohio Renewables. Per the guarantee, NW Holdings unconditionally and irrevocably guarantees the prompt payment of all present and future obligations of Ohio Renewables. The total liability under this guarantee cannot exceed $2.0 million. NW Holdings has not recognized a liability for its obligations under the guarantee in accordance with ASC 460, Guarantees.

17. ENVIRONMENTAL MATTERS

NW Natural owns, or previously owned, properties that may require environmental remediation or action. The range of loss for environmental liabilities is estimated based on current remediation technology, enacted laws and regulations, industry experience gained at similar sites, and an assessment of the probable level of involvement and financial condition of other potentially responsible parties (PRPs). When amounts are prudently expended related to site remediation of those sites described herein, NW Natural has recovery mechanisms in place to collect 96.7% of remediation costs allocable to Oregon customers and 3.3% of costs allocable to Washington customers.

These sites are subject to the remediation process prescribed by the Environmental Protection Agency (EPA) and the Oregon Department of Environmental Quality (ODEQ). The process begins with a remedial investigation (RI) to determine the nature and extent of contamination and then a risk assessment (RA) to establish whether the contamination at the site poses unacceptable

risks to humans and the environment. Next, a feasibility study (FS) or an engineering evaluation/cost analysis (EE/CA) evaluates various remedial alternatives. It is at this point in the process when NW Natural is able to estimate a range of remediation costs and record a reasonable potential remediation liability, or make an adjustment to the existing liability. From this study, the regulatory agency selects a remedy and issues a Record of Decision (ROD). After a ROD is issued, NW Natural would seek to negotiate a consent decree or consent judgment for designing and implementing the remedy. NW Natural would have the ability to further refine estimates of remediation liabilities based upon an approved remedial design.

Remediation may include treatment of contaminated media such as sediment, soil and groundwater, removal and disposal of media, institutional controls such as legal restrictions on future property use, or natural recovery. Following construction of the remedy, the EPA and ODEQ also have requirements for ongoing maintenance, monitoring and other post-remediation care that may continue for many years. Where appropriate and reasonably known, NW Natural will provide for these costs in the remediation liabilities described below.

Due to the numerous uncertainties surrounding the course of environmental remediation and the preliminary nature of several site investigations, in some cases, NW Natural may not be able to reasonably estimate the high end of the range of possible loss. In those cases, the nature of the possible loss has been disclosed, as has the fact that the high end of the range cannot be reasonably estimated where a range of potential loss is available. Unless there is an estimate within the range of possible losses that is more likely than other cost estimates within that range, NW Natural records the liability at the low end of this range. It is likely changes in these estimates and ranges will occur throughout the remediation process for each of these sites due to the continued evaluation and clarification concerning responsibility, the complexity of environmental laws and regulations and the determination by regulators of remediation alternatives. In addition to remediation costs, NW Natural could also be subject to Natural Resource Damages (NRD) claims. NW Natural will assess the likelihood and probability of each claim and recognize a liability if deemed appropriate. Refer to "Other Portland Harbor" below.

Environmental Sites

The following table summarizes information regarding liabilities related to environmental sites, which are recorded in other current liabilities and other noncurrent liabilities in NW Natural's balance sheet:


	Current Liabilities						Non-Current Liabilities
	June 30,				December 31,		June 30,				December 31,
In thousands	2025		2024		2024		2025		2024		2024
Portland Harbor site:
Gasco/Siltronic Sediments	$	10,034	$	9,654	$	13,626	$	43,776	$	40,665	$	41,565
Other Portland Harbor	3,327		3,218		3,308		11,043		10,143		12,270
Gasco/Siltronic Upland site	18,390		11,822		23,400		62,666		32,379		64,522

Front Street site	831		762		841		279		428		279
Oregon Steel Mills	—		—		—		179		179		179
Total	$	32,582	$	25,456	$	41,175	$	117,943	$	83,794	$	118,815

Portland Harbor Site

The Portland Harbor is an EPA listed Superfund site that is approximately 10 miles long on the Willamette River and is adjacent to NW Natural's Gasco uplands site. NW Natural is one of over one hundred PRPs, each jointly and severally liable, at the Superfund site. In January 2017, the EPA issued its Record of Decision, which selects the remedy for the clean-up of the Portland Harbor site (Portland Harbor ROD). The Portland Harbor ROD estimates the present value total cost at approximately $1.05 billion with an accuracy between -30% and +50% of actual costs.

NW Natural's potential liability is a portion of the costs of the remedy for the entire Portland Harbor Superfund site. The cost of that remedy is expected to be allocated among more than one hundred PRPs. NW Natural is participating in a non-binding allocation process with other PRPs in an effort to resolve its potential liability. The Portland Harbor ROD does not provide any additional clarification around allocation of costs among PRPs; accordingly, NW Natural has not modified any of the recorded liabilities at this time as a result of the issuance of the Portland Harbor ROD.

NW Natural manages its liability related to the Superfund site as two distinct projects: the Gasco Sediments Site and Other Portland Harbor projects.

GASCO SEDIMENTS. In 2009, NW Natural and Siltronic Corporation entered into a separate Administrative Order on Consent with the EPA to evaluate and design specific remedies for sediments adjacent to the Gasco uplands and Siltronic uplands sites. NW Natural submitted a draft EE/CA to the EPA in May 2012 and the EE/CA estimated the cost of potential remedial alternatives for this site. In March 2020, NW Natural and the EPA amended the Administrative Order on Consent to include additional remedial design activities downstream of the Gasco sediments site and in the navigation channel. Siltronic Corporation is not a party to the amended order. NW Natural is completing pre-design studies and submitted a Preliminary Design Report, which EPA approved in December 2024. These preliminary design steps do not include a cost estimate for cleanup. No remedial design is

more likely than the EE/CA alternatives at this time, and NW Natural expects further design discussion and iteration with the EPA.

The estimated costs for the various sediment remedy alternatives in the draft EE/CA, for the additional studies and design work needed before the cleanup can occur, and for regulatory oversight throughout the cleanup range from $53.8 million to $350 million. NW Natural has recorded a liability of $53.8 million for the Gasco sediment clean-up, which reflects the low end of the range. At this time, we believe sediments at the Gasco sediments site represent the largest portion of NW Natural's liability related to the Portland Harbor site discussed above.

OTHER PORTLAND HARBOR. While we believe liabilities associated with the Gasco sediments site represent NW Natural's largest exposure, there are other potential exposures associated with the Portland Harbor ROD, including NRD costs and harborwide remedial design and cleanup costs (including downstream petroleum contamination), for which allocations among the PRPs have not yet been determined.

NW Natural and other parties have signed a cooperative agreement with the Portland Harbor Natural Resource Trustee council to participate in a phased NRD assessment to estimate liabilities to support an early restoration-based settlement of NRD claims. One member of this Trustee council, the Yakama Nation, withdrew from the council in 2009, and in 2017, filed suit against NW Natural and 29 other parties seeking remedial costs and NRD assessment costs associated with the Portland Harbor site, set forth in the complaint. The complaint seeks recovery of alleged costs totaling $0.3 million in connection with the selection of a remedial action for the Portland Harbor site as well as declaratory judgment for unspecified future remedial action costs and for costs to assess the injury, loss or destruction of natural resources resulting from the release of hazardous substances at and from the Portland Harbor site. The Yakama Nation has filed two amended complaints addressing certain pleading defects and dismissing the State of Oregon. On the motion of NW Natural and certain other defendants, the federal court has stayed the case pending the outcome of the non-binding allocation proceeding discussed above. NW Natural has recorded a liability for NRD claims which is at the low end of the range of the potential liability; the high end of the range cannot be reasonably estimated at this time. The NRD liability is not included in the aforementioned range of costs provided in the Portland Harbor ROD.

Gasco Uplands Site

A predecessor of NW Natural, Portland Gas and Coke Company, owned a former gas manufacturing plant that was closed in 1958 (Gasco site) and is adjacent to the Portland Harbor site described above. The Gasco site has been under investigation by NW Natural for environmental contamination under the ODEQ Voluntary Cleanup Program (VCP). It is not included in the range of remedial costs for the Portland Harbor site noted above. The Gasco site is managed in two parts, the uplands portion and the groundwater source control action.

NW Natural submitted a revised Remedial Investigation Report for the uplands to ODEQ in May 2007. In March 2015, ODEQ approved the Risk Assessment (RA) for this site, enabling commencement of work on the FS in 2016.

In October 2016, ODEQ and NW Natural agreed to amend their VCP agreement for the Gasco uplands to incorporate a portion of the Siltronic property formerly owned by Portland Gas & Coke between 1939 and 1960 into the Gasco RA and FS. Previously, NW Natural was conducting an investigation of manufactured gas plant constituents on the entire Siltronic uplands for ODEQ. Siltronic will be working with ODEQ directly on environmental impacts to the remainder of its property.

In September 2013, NW Natural completed construction of a groundwater source control system, including a water treatment station, at the Gasco site. NW Natural has estimated the cost associated with the ongoing operation of the system and has recognized a liability which is at the low end of the range of potential cost. NW Natural cannot estimate the high end of the range at this time due to the uncertainty associated with the duration of running the water treatment station, which is highly dependent on the remedy determined for both the upland portion as well as the final remedy for the Gasco sediments site.

In December 2024, NW Natural submitted the Gasco uplands FS to ODEQ. The FS presents a set of remedial action alternatives and provides the basis for range of potential remedial costs for the site. The estimated costs for the alternative remedies range from $42.8 million to $358 million. NW Natural has recorded a liability of $42.8 million, which reflects the low end of the range.

Additionally, the EPA's Gasco sediments Administrative Order requires the integration of upland source controls with the sediment remedy. The selected sediment remedy, which is discussed above under "Gasco Sediments," is currently under separate design for the EPA. To comply with the source control integration requirement, some Gasco uplands work must be expedited. An Interim Removal Action Measure (IRAM) for the Gasco uplands is the regulatory mechanism ODEQ has selected to accomplish that goal. As a result, the Gasco uplands FS also includes a separate cost range for the IRAM. The estimated costs for the IRAM range from $8.6 million to $78 million. NW Natural has recorded a liability of $8.6 million, which reflects the low end of the range.

Other Sites

In addition to those sites above, NW Natural has environmental exposures at three other sites: Central Service Center, Front Street and Oregon Steel Mills. NW Natural may have exposure at other sites that have not been identified at this time. Due to the uncertainty of the design of remediation, regulation, timing of the remediation and in the case of the Oregon Steel Mills site,

pending litigation, liabilities for each of these sites have been recognized at their respective low end of the range of potential liability; the high end of the range could not be reasonably estimated at this time.

FRONT STREET SITE. The Front Street site was the former location of a gas manufacturing plant NW Natural operated (the former Portland Gas Manufacturing site, or PGM). At ODEQ’s request, NW Natural conducted a sediment and source control investigation and provided findings to ODEQ. In December 2015, an FS on the former Portland Gas Manufacturing site was completed.

In July 2017, ODEQ issued the PGM ROD. The ROD specifies the selected remedy, which requires a combination of dredging, capping, treatment, and natural recovery. In addition, the selected remedy also requires institutional controls and long-term inspection and maintenance. Construction of the remedy began in July 2020 and was completed in October 2020. Four years of post-construction monitoring have demonstrated that the cap is intact and the remedy is performing as designed. NW Natural has recognized an additional liability of $1.1 million associated with long-term monitoring and post-construction work.

OREGON STEEL MILLS SITE. Refer to "Legal Proceedings" below.

Environmental Cost Deferral and Recovery

NW Natural has authorizations in Oregon and Washington to defer costs related to remediation of properties that are owned or were previously owned by NW Natural. In Oregon, a Site Remediation and Recovery Mechanism (SRRM) is currently in place to recover prudently incurred costs allocable to Oregon customers, subject to an earnings test. On October 21, 2019, the WUTC authorized an Environmental Cost Recovery Mechanism (ECRM) for recovery of prudently incurred costs allocable to Washington customers beginning November 1, 2019. See Note 17 in the 2024 Form 10-K for a description of SRRM and ECRM collection processes.

The following table presents information regarding the total regulatory asset deferred:


	June 30,				December 31,
In thousands	2025		2024		2024
Deferred costs and interest (1)	$	69,335	$	64,917	$	64,940
Accrued site liabilities (2)	150,488		109,212		159,954
Insurance proceeds and interest	(48,257)		(52,025)		(47,062)
Total regulatory asset deferral(1)	171,566		122,104		177,832
Current regulatory assets(3)	11,447		9,915		10,746
Long-term regulatory assets(3)	160,120		112,189		167,086

(1) Includes pre-review and post-review deferred costs, amounts currently in amortization, and interest, net of amounts collected from customers.

(2) Excludes 3.3% of the Front Street site liability as the OPUC only allows recovery of 96.7% of costs for those sites allocable to Oregon, including those that historically served only Oregon customers. Amounts excluded from regulatory assets were immaterial at June 30, 2025, June 30, 2024, and December 31, 2024.

(3) Environmental costs relate to specific sites approved for regulatory deferral by the OPUC and WUTC. In Oregon, NW Natural earns a carrying charge on cash amounts paid, whereas amounts accrued but not yet paid do not earn a carrying charge until expended. It also accrues a carrying charge on insurance proceeds for amounts owed to customers. In Washington, neither the cash paid for insurance proceeds received accrue a carrying charge. Current environmental costs represent remediation costs management expects to collect from customers in the next 12 months. Amounts included in this estimate are still subject to a prudence and earnings test review by the OPUC and do not include the $5.0 million tariff rider. The amounts allocable to Oregon are recoverable through NWN Gas Utility rates, subject to an earnings test.

Environmental Earnings Test

To the extent NW Natural earns at or below its authorized Return on Equity (ROE) as defined by the SRRM, remediation expenses and interest in excess of the $5.0 million tariff rider and $5.0 million insurance proceeds are recoverable through the SRRM. To the extent NW Natural earns more than its authorized ROE in a year, it is required to cover environmental expenses and interest on expenses greater than the $10.0 million with those earnings that exceed its authorized ROE.

Legal Proceedings

On October 11, 2024, NW Natural was added as a defendant to an ongoing lawsuit brought by Multnomah County in the Circuit Court for Multnomah Count, Oregon (County of Multnomah v. Exxon Mobil Corp., et. al., No.23-cv-25164) against more than a dozen oil and gas producers seeking damages relating to climate change impacts. The County asserts various causes of action, including negligence, fraud, trespass and public nuisance under Oregon law related to the refining, producing and/or marketing of fossil fuels. NW Natural is diligently defending against the claims.

On October 14, 2024, NW Natural and NW Holdings were named as the defendants in a lawsuit filed in the Circuit Court for Multnomah County, Oregon (Blumm et. al. v. Northwest Natural Gas Company, 24-cv-48490), that is seeking class certification on behalf of all Oregon NW Natural Smart Energy-enrolled customers during the past approximately six years. The lawsuit alleges claims under Oregon's Unlawful Trade Practices Act and for breach of contract, with respect to NW Natural's Smart Energy program. The plaintiffs seek injunctive and equitable relief and damages. We are diligently defending against the claims.

NW Natural and NW Holdings are subject to claims and litigation arising in the ordinary course of business including the matters discussed above. Although the final outcome of any of these legal proceedings cannot be predicted with certainty, including the matter relating to the Oregon Steel Mills site referenced below, NW Natural and NW Holdings do not expect that the ultimate disposition of any of these matters will have a material effect on their financial condition, results of operations or cash flows. See also Part II, Item 1, “Legal Proceedings".

Oregon Steel Mills Site

See Note 17 in the 2024 Form 10-K.

For additional information regarding other commitments and contingencies, see Note 16 in the 2024 Form 10-K.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management’s assessment of NW Holdings' and NW Natural's financial condition, including the principal factors that affect results of operations. The discussion refers to the consolidated results for the three and six months ended June 30, 2025 and 2024 of NW Holdings, the substantial majority of which consist of the operating results of NW Natural. When significant activity exists at NW Holdings that does not exist at NW Natural, additional disclosure has been provided. References in this discussion to "Notes" are to the Notes to Unaudited Consolidated Financial Statements in this report. A significant portion of the business results are seasonal in nature, and, as such, the results of operations for the three month period is not necessarily indicative of expected fiscal year results. Therefore, this discussion should be read in conjunction with NW Holdings' and NW Natural's 2024 Annual Report on Form 10-K, as applicable (2024 Form 10-K).

NW Natural's natural gas distribution activities are reported in the NWN Gas Utility segment, which was previously referred to as the natural gas distribution (NGD) segment prior to 2025, serving customers in Oregon and southwest Washington. The NWN Gas Utility segment also includes NWN Gas Reserves, which is a wholly-owned subsidiary of Energy Corp, the NWN Gas Utility portion of NW Natural's Mist storage facility in Oregon, and NW Natural RNG Holding Company, LLC, a holding company established to invest in the development and procurement of regulated renewable natural gas for NW Natural.

SiEnergy Gas Utility, which was acquired in January 7, 2025, is a regulated natural gas distribution utility and serves residential and commercial customers in the greater metropolitan areas of Houston, Dallas, and Austin, Texas. SiEnergy also includes a natural gas transmission utility serving customers in the greater metropolitan areas of Dallas and Austin, Texas. SiEnergy activities are reported in the SiEnergy Gas Utility segment.

NWN Water Utility is a regulated water and wastewater utility serving residential and commercial customers in Oregon, Washington, Idaho, Texas, and Arizona. The activities of NWN Water are reported in the NWN Water segment, which also includes non-regulated water services businesses in Oregon, Washington and Idaho, and an equity method investment in Avion Water Company, Inc. In addition, NWN Water provides water services to communities throughout the Pacific Northwest and California.

Other activities for NW Holdings, aggregated and reported as NW Holdings Other, include NWN Renewables and its non-regulated renewable natural gas activities; NW Natural's interstate storage and asset management activities and appliance retail center; and NNG Financial's investment in Kelso-Beaver Pipeline (KB Pipeline), which is accounted for under the equity method. See Note 4 for further discussion of our business segments and other, as well as our direct and indirect wholly-owned subsidiaries.

NON-GAAP FINANCIAL MEASURES – Segment Earnings Per Share. In addition to presenting diluted earnings per share for NW Holdings, we present diluted earnings per share for each our segments (Segment EPS), which is a non-GAAP financial measure. We calculate Segment EPS by dividing the net income of each of our segments calculated in accordance with GAAP by the number of diluted shares outstanding for NW Holdings. We use Segment EPS to analyze our financial performance because we believe it provides useful information to our investors, analysts and creditors in evaluating our financial condition and results of operations of each of our segments. We believe investors find Segment EPS to be as a useful indicator of our performance.

Segment EPS should not be considered a substitute for, or superior to, diluted earnings per share or other measures calculated in accordance with GAAP. Moreover, Segment EPS has limitations in that it does 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 Segment EPS to diluted earnings per share is provided below.


	Three Months Ended June 30,				Six Months Ended June 30,
Diluted earnings per share	2025		2024		2025		2024
Total(1)	$	(0.06)	$	(0.07)	$	2.11	$	1.60
NWN Gas Utility(2)	0.04		(0.08)		2.19		1.65
SiEnergy Gas Utility(2)	0.03		—		0.16		—
NWN Water Utility(2)	0.07		0.03		0.11		0.01
NW Holdings Other(2)	(0.20)		(0.02)		(0.35)		(0.06)

(1) Total Diluted EPS is equal to the sum of Diluted EPS for NWN Gas Utility, SiEnergy, NWN Water and NW Holdings Other.

(2) Non-GAAP financial measure. See Non-GAAP Financial Measures--Segment Earnings Per Share for definition, reconciliation and additional information.

EXECUTIVE SUMMARY

Key quarter-to-date financial highlights for NW Holdings include:


	Three Months Ended June 30,
	2025		2024		QTD
In thousands, except per share data	Amount		Amount		Change
Consolidated:
Operating income	$	27,211	$	15,706	$	11,505
Net income (loss)	$	(2,500)	$	(2,787)	$	287
Diluted EPS	$	(0.06)	$	(0.07)	$	0.01

THREE MONTHS ENDED JUNE 30, 2025 COMPARED TO JUNE 30, 2024.

Consolidated operating income increased and net loss decreased by $11.5 million and $0.3 million, respectively at NW Holdings primarily due to the following factors:

•$16.9 million increase in margin at NWN Gas Utility, primarily driven by new rates on November 1, 2024 for Oregon;

•$8.2 million increase in margin from the acquisition of SiEnergy;

•$4.8 million increase in NWN Water operating revenues primarily driven by new rates at our largest utility in Arizona on November 1, 2024; partially offset by

•$14.1 million increase in operations and maintenance expenses, which included a $6.3 million increase at NWN Gas Utility driven by higher payroll and benefits costs and contract labor costs; $3.9 million of transaction and business development costs; and a $1.9 million increase from the addition of SiEnergy operations and maintenance expenses;

•$11.2 million increase in interest expense due primarily to higher long-term debt balances related to debt issuances at NW Holdings reflected in Other results; and

•$7.8 million increase in depreciation expense due primarily to $4.8 million of higher depreciation at NWN Gas Utility from additional capital investment and $2.4 million increase from the addition of SiEnergy.


	Six Months Ended June 30,
	2025		2024		YTD
In thousands, except per share data	Amount		Amount		Change
Consolidated:
Operating income	$	181,565	$	125,533	$	56,032
Net income	$	85,416	$	61,036	$	24,380
Diluted EPS	$	2.11	$	1.60	$	0.51

SIX MONTHS ENDED JUNE 30, 2025 COMPARED TO JUNE 30, 2024.

Consolidated operating income and net income increased $56.0 million and $24.4 million, respectively at NW Holdings primarily due to the following factors:

•$55.6 million increase in margin at NWN Gas Utility, primarily driven by new rates on November 1, 2024 for Oregon;

•$21.7 million increase in margin from the acquisition of SiEnergy; and

•$8.0 million increase in NWN Water operating revenues primarily driven by new rates at our largest utility in Arizona on November 1, 2024; partially offset by

•$24.2 million increase in operations and maintenance expenses, which included $9.2 million of transaction and business development costs; an $8.5 million increase at NWN Gas Utility driven by higher payroll and benefits costs and contract labor costs; and a $3.6 million increase from the addition of SiEnergy operations and maintenance expenses;

•$20.0 million increase in interest expense due primarily to higher long-term debt balances related to debt issuances at NW Holdings reflected in Other results; and

•$15.2 million increase in depreciation expense due primarily to $9.7 million of higher depreciation at NWN Gas Utility from additional capital investment and $4.5 million increase from the addition of SiEnergy.

RESULTS OF SEGMENTS

NWN GAS UTILITY SEGMENT RESULTS. NWN Gas Utility results were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,				QTD Change		YTD Change
In thousands, except per share data	2025		2024		2025		2024
Margin(1)	$	127,222	$	110,309	$	384,044	$	328,459	$	16,913	$	55,585
Operating expenses:
Operations and maintenance	62,256		55,979		128,931		120,418		6,277		8,513
General taxes	11,047		11,124		25,839		26,032		(77)		(193)
Depreciation	36,252		31,418		71,975		62,248		4,834		9,727
Other operating expenses	—		—		—		—		—		—
Total operating expenses	109,555		98,521		226,745		208,698		11,034		18,047
Income from operations	17,667		11,788		157,299		119,761		5,879		37,538
Other expense, net	(744)		(452)		(3,549)		(1,822)		(292)		(1,727)
Interest expense, net	15,009		15,252		30,486		31,220		(243)		(734)
Income (loss) before income taxes	1,914		(3,916)		123,264		86,719		5,830		36,545
Income tax expense	385		(929)		34,569		23,991		1,314		10,578
Net income (loss)	$	1,529	$	(2,987)	$	88,695	$	62,728	$	4,516	$	25,967
EPS(2)	$	0.04	$	(0.08)	$	2.19	$	1.65	$	0.12	$	0.54

(1) See NWN Gas Utility Margin Table below for additional detail.

(2) Non-GAAP financial measure. See Non-GAAP Financial Measures—Segment Earnings Per Share for definition, reconciliation and additional information.

THREE MONTHS ENDED JUNE 30, 2025 COMPARED TO JUNE 30, 2024. The primary factors contributing to the $4.5 million, or $0.12 per share, increase in NWN Gas Utility net income were as follows:

•$16.9 million increase in margin driven by new rates on November 1, 2024 for Oregon; partially offset by a decrease in the amortization of deferred balances. See the NWN Gas Utility margin table below for additional margin detail.

The increase in margin was partially offset by the following items:

•$6.3 million increase in operations and maintenance expenses due primarily to higher payroll and benefit costs and an increase in contract labor costs, partially offset by a decrease in regulatory deferral amortization;

•$4.8 million increase in depreciation expense due to additional capital investments; and

•$1.3 million increase in income tax expense due to higher pre-tax income.

For the three months ended June 30, 2025, total NWN Gas Utility volumes sold and delivered decreased 22.8 million compared to the same period in 2024 primarily due to lower usage from residential and commercial sales customers as weather was 56% warmer than average in the first quarter of 2025 compared to 30% warmer than average in the prior year period.

SIX MONTHS ENDED JUNE 30, 2025 COMPARED TO JUNE 30, 2024. The primary factors contributing to the $26.0 million, or $0.54 per share, increase in NWN Gas Utility net income were as follows:

•$55.6 million increase in margin driven by new rates on November 1, 2024 for Oregon; partially offset by a decrease in the amortization of deferred balances. See the NWN Gas Utility margin table below for additional margin detail.

The increase in margin was partially offset by the following items:

•$10.6 million increase in income tax expense due to higher pre-tax income;

•$9.7 million increase in depreciation expense due to additional capital investments; and

•$8.5 million increase in operations and maintenance expenses due primarily to higher payroll and benefit costs and an increase in contract labor costs, partially offset by a decrease in regulatory deferral amortization.

For the six months ended June 30, 2025, total NWN Gas Utility volumes sold and delivered decreased 17.1 million compared to the same period in 2024 primarily due to lower usage from residential and commercial sales customers.

NWN GAS UTILITY MARGIN TABLE. The following table summarizes the composition of gas volumes, revenues, and cost of sales:


	Three Months Ended June 30,						Six Months Ended June 30,						Favorable/ (Unfavorable)
In thousands, except degree day and customer data	2025			2024			2025			2024			QTD Change			YTD Change
Volumes (therms)
Residential and commercial sales	100,424			117,290			410,607			419,289			(16,866)			(8,682)
Industrial sales and transportation	105,820			111,771			230,375			238,774			(5,951)			(8,399)
Total volumes sold and delivered	206,244			229,061			640,982			658,063			(22,817)			(17,081)
Operating Revenues
Residential and commercial sales	$	170,461		$	169,308		$	582,010		$	556,476		$	1,153		$	25,534
Industrial sales and transportation	17,333			19,437			40,078			43,725			(2,104)			(3,647)
Other distribution revenues	1,326			1,234			2,940			2,765			92			175
Other regulated services	5,169			4,883			10,337			9,760			286			577
Total operating revenues	194,289			194,862			635,365			612,726			(573)			22,639
Less: Cost of gas	56,939			73,026			216,375			248,799			16,087			32,424
Less: Environmental remediation expense	2,296			2,329			8,549			8,075			33			(474)
Less: Revenue taxes	7,832			9,198			26,397			27,393			1,366			996
Margin	$	127,222		$	110,309		$	384,044		$	328,459		$	16,913		$	55,585
Margin(1)
Residential and commercial sales	$	113,571		$	95,645		$	353,271		$	297,141		$	17,926		$	56,130
Industrial sales and transportation	7,523			7,901			16,875			17,436			(378)			(561)
Gain (loss) from gas cost incentive sharing(2)	(312)			700			629			1,500			(1,012)			(871)
Other margin	1,271			1,182			2,932			2,626			89			306
Other regulated services	5,169			4,881			10,337			9,756			288			581
Margin	$	127,222		$	110,309		$	384,044		$	328,459		$	16,913		$	55,585
Cost of Gas Detail
Volumes sold (therms)(3)	121,514			139,482			459,658			469,051			(17,968)			(9,393)
Average cost of gas (cents per therm)	$	0.47		$	0.52		$	0.47		$	0.53		$	(0.05)		$	(0.06)
Degree days(4)
Average(5)	297			297			1,623			1,633			—			(10)
Actual	130			208			1,406			1,424			(38)		%	(1)		%
Percent (warmer) colder than average weather	(56)		%	(30)		%	(13)		%	(13)		%
							As of June 30,
Meters							2025			2024			Change			Growth
Residential							736,849			731,497			5,352			0.7%
Commercial							69,353			69,390			(37)			(0.1)%
Industrial							1,041			1,056			(15)			(1.4)%
Total							807,243			801,943			5,300			0.7%

(1) Amounts reported as NWN Gas Utility margin for each category of meters are operating revenues less cost of gas, environmental remediation expense and revenue taxes, subject to earnings test considerations, as applicable.

(2) For additional information regarding NW Natural's gas cost incentive sharing mechanism, see Part II, Item 7 "Results of Operations—Regulatory Matters—Rate Mechanisms—Gas Reserves" in NW Natural's 2024 Form 10-K.

(3) This calculation excludes volumes delivered to industrial transportation customers.

(4) Heating degree days are units of measure reflecting temperature-sensitive consumption of natural gas, calculated by subtracting the average of a day's high and low temperatures from 59 degrees Fahrenheit.

(5) Average weather represents the 25-year average of heating degree days. Beginning November 1, 2024, average weather is calculated over the period June 1, 1998 through May 31, 2023, as determined in NW Natural's 2024 Oregon general rate case. From November 1, 2022 through October 31, 2024, average weather was calculated over the period June 1, 1996 through May 31, 2021, as determined in NW Natural's 2022 Oregon general rate case.

SIENERGY GAS UTILITY SEGMENT RESULTS. SiEnergy results and highlights include:


	Three Months Ended June 30,	Six Months Ended June 30,
In thousands, except per share data		2025		2025
Margin(1)		$	8,161	$	21,745
Operating expenses:
Operations and maintenance		1,912		3,594
General taxes		264		483
Depreciation		2,396		4,466

Total operating expenses		4,572		8,543
Income from operations		3,589		13,202
Other income, net		106		199
Interest expense, net		2,321		4,578
Income before income taxes		1,374		8,823
Income tax expense		360		2,304
Net income		$	1,014	$	6,519
EPS(2)		$	0.03	$	0.16

(1) See SiEnergy Gas Utility Margin Table below for additional detail.

(2) Non-GAAP financial measure. See Non-GAAP Financial Measures—Segment Earnings Per Share for definition, reconciliation and additional information.

SiEnergy was acquired by NW Holdings on January 7, 2025. Results for the period from January 7, 2025 to June 30, 2025 are presented in the table above. SiEnergy acquired Pines on June 2, 2025, and results from June 2, 2025 to June 30, 2025 are included in the table above. Prior to January 7, 2025, NW Holdings did not operate any assets that fall within its SiEnergy Gas Utility segment.

SIENERGY GAS UTILITY MARGIN TABLE. The following table summarizes the composition of gas volumes, revenues, and cost of sales:


	Three Months Ended June 30,	Six Months Ended June 30,
In thousands, except degree day and customer data		2025			2025
Volumes (therms)
Residential and commercial sales		4,582			18,246
Transportation		1,687			2,236
Total volumes sold and delivered		6,269			20,482
Operating Revenues
Residential and commercial sales		$	10,649		$	32,554
Transportation		196			394
Other distribution revenues		657			1,220
Total operating revenues		11,502			34,168
Less: Cost of gas		2,977			11,280
Less: Revenue taxes		364			1,143
Margin		$	8,161		$	21,745
Margin(1)
Residential and commercial sales		$	7,316		$	20,146
Transportation		188			379
Other margin		657			1,220
Margin		$	8,161		$	21,745
Cost of Gas Detail
Volumes sold (therms)(2)		4,582			18,246
Average cost of gas (cents per therm)		$	0.65		$	0.62
Degree days(3)
Average(4)		46			765
Actual		36			809
Percent (warmer) colder than average weather(4)		(22)		%	6		%
Meters					As of 6/30/2025
Residential					82,659
Commercial					619
Total					83,278

(1) Amounts reported as SiEnergy margin for each category of meters are operating revenues less cost of gas and revenue taxes.

(2) This calculation excludes volumes delivered to transportation customers.

(3) Heating degree days are units of measure reflecting temperature-sensitive consumption of natural gas. SiEnergy calculates heating degree days by subtracting the average of a day's high and low temperatures from 65 degrees Fahrenheit.

(4) SiEnergy average weather represents the 10-year average of heating degree days. Beginning October 1, 2023 average weather is calculated over the period April 1, 2013 through March 31, 2023, as determined in SiEnergy's 2023 Texas general rate case.

NWN WATER UTILITY SEGMENT RESULTS. NWN Water results and highlights include:


	Three Months Ended June 30,				Six Months Ended June 30,				QTD Change		YTD Change
In thousands, except per share data	2025		2024		2025		2024
Operating Revenues	$	16,294	$	11,526	$	30,203	$	22,221	$	4,768	$	7,982
Operating expenses:
Operations and maintenance	8,068		6,671		15,333		13,467		1,397		1,866
General taxes	558		542		1,123		914		16		209
Revenue taxes	87		13		148		62		74		86
Depreciation	2,575		2,104		4,969		4,095		471		874
Other operating expenses	710		398		1,291		1,431		312		(140)
Total operating expenses	11,998		9,728		22,864		19,969		2,270		2,895
Income from operations	4,296		1,798		7,339		2,252		2,498		5,087
Other income, net	334		407		402		428		(73)		(26)
Interest expense, net	744		755		1,536		2,235		(11)		(699)
Income (loss) before income taxes	3,886		1,450		6,205		445		2,436		5,760
Income tax expense (benefit)	1,053		379		1,684		120		674		1,564
Net income (loss)	$	2,833	$	1,071	$	4,521	$	325	$	1,762	$	4,196
EPS(1)	$	0.07	$	0.03	$	0.11	$	0.01	$	0.04	$	0.10

Connections					As of 6/30/2025		As of 6/30/2024				Growth
Water and wastewater					78,635		74,337				5.8		%

(1) Non-GAAP financial measure. See Non-GAAP Financial Measures—Segment Earnings Per Share for definition, reconciliation and additional information.

THREE MONTHS ENDED JUNE 30, 2025 COMPARED TO JUNE 30, 2024. The primary factors contributing to the $1.8 million, or $0.04 per share, increase in net income were as follows:

•$4.8 million increase in operating revenues primarily driven by new rates at our largest utility in Arizona, additional revenues from the Infrastructure Capital Holdings acquisition, and organic customer growth; partially offset by

•$1.4 million increase in operations and maintenance expenses primarily due to acquisitions; and

•$0.7 million increase in income tax expense due primarily to higher pre-tax income.

SIX MONTHS ENDED JUNE 30, 2025 COMPARED TO JUNE 30, 2024. The primary factors contributing to the $4.2 million, or $0.10 per share, increase in net income were as follows:

•$8.0 million increase in operating revenues primarily driven by new rates at our largest utility in Arizona, additional revenues from the Infrastructure Capital Holdings acquisition, and organic customer growth; and

•$0.7 million decrease in interest expense due primarily to lower long-term debt balances as $50.0 million of NWN Water debt matured in March 2024 and was not replaced at NWN Water; partially offset by

•$1.9 million increase in operations and maintenance expenses primarily due to acquisitions; and

•$1.6 million increase in income tax expense due primarily to higher pre-tax income.

NW HOLDINGS OTHER RESULTS. Other results and highlights include:


	Three Months Ended June 30,					Six Months Ended June 30,					QTD Change		YTD Change
In thousands, except per share data	2025		2024		2025			2024
Operating Revenues	$	14,109	$	5,326		$	30,742		$	10,237	$	8,783	$	20,505
Operating expenses:
Cost of gas	4,587		(56)			9,839			(112)		4,643		9,951
Operations and maintenance	6,829		2,300			14,890			4,679		4,529		10,211
General taxes	207		187			402			375		20		27

Depreciation	312		240			625			517		72		108
Other operating expenses	515		535			1,261			1,258		(20)		3
Total operating expenses	12,450		3,206			27,017			6,717		9,244		20,300
Income from operations	1,659		2,120			3,725			3,520		(461)		205
Other income, net	144		51			272			266		93		6
Interest expense, net	12,417		3,304			23,286			6,387		9,113		16,899
Income before income taxes	(10,614)		(1,133)			(19,289)			(2,601)		(9,481)		(16,688)
Income tax benefit	(2,738)		(262)			(4,970)			(584)		(2,476)		(4,386)
Net loss	$	(7,876)	$	(871)		$	(14,319)		$	(2,017)	$	(7,005)	$	(12,302)
EPS(1)	$	(0.20)	$	(0.02)		$	(0.35)		$	(0.06)	$	(0.18)	$	(0.29)

(1) Non-GAAP financial measure. See Non-GAAP Financial Measures--Segment Earnings Per Share for definition, reconciliation and additional information.

THREE MONTHS ENDED JUNE 30, 2025 COMPARED TO JUNE 30, 2024. The primary factors contributing to the $7.0 million, or $0.18 per share, increase in net loss were as follows:

•$9.1 million increase in interest expense due primarily to higher long-term debt at NW Holdings from bonds issued in December 2024, and Junior Subordinated Debentures issued in March 2025;

•$4.6 million increase in cost of gas due primarily to the purchase of RNG by Ohio Renewables following the commencement of operations at the EDL facilities in 2024; and

•$4.5 million increase in operations and maintenance expenses due primarily to transaction costs and other business development costs; partially offset by

•$8.8 million increase in operating revenues primarily driven by $6.9 million of revenues from NWN Renewables' second quarter of RNG revenues and $1.2 million related to higher interstate storage and asset management revenues.

SIX MONTHS ENDED JUNE 30, 2025 COMPARED TO JUNE 30, 2024. The primary factors contributing to the $12.3 million, or $0.29 per share, increase in net loss were as follows:

•$16.9 million increase in interest expense due primarily to higher long-term debt at NW Holdings from bonds issued in December 2024, bridge financing issued in January 2025 for the SiEnergy acquisition, and Junior Subordinated Debentures issued in March 2025;

•$10.2 million increase in operations and maintenance expenses due primarily to transaction and business development costs; and

•$10.0 million increase in cost of gas due primarily to the purchase of RNG by Ohio Renewables following the commencement of operations at the EDL facilities in 2024; partially offset by

•$20.5 million increase in operating revenues primarily driven by $14.6 million of revenues from NWN Renewables' first two quarters of RNG revenues and $4.0 million related to higher interstate storage and asset management revenues.

CURRENT ECONOMIC AND POLITICAL CONDITIONS. We continuously review and monitor current economic conditions, which include but are not limited to: inflation and interest rates, tariffs or trade restrictions, supply chain disruptions, and other regulatory, physical or cyber related risks impacting our business.

We continue to evaluate the effect of additional tariffs on our businesses. For our gas utilities we evaluated natural gas imports. SiEnergy, located in Texas, does not import natural gas. NWN Gas Utility imported approximately 60% of our natural gas from Canada in 2024. NWN Gas Utility's third-party asset manager imports the majority of NWN Gas Utility's gas each year. The asset manager is a United States-Mexico-Canada Agreement (USMCA) certified importer of record and as such, is not subject to the tariffs. During the winter period from November 2024 through March 2025, NWN Gas Utility was the importer of record for a small percentage of gas. NWN Gas Utility filed for deferral of all tariff costs in Oregon and Washington in anticipation of potential tariff costs of up to approximately $1.0 million in the first quarter 2025. NWN Gas Utility has since filed for the qualification of its gas imports under the USMCA, exempting it from the application of tariffs during this period.

We have also evaluated the effect of tariffs on our cost of materials across our businesses. We are not the importer of record for any materials purchased at our businesses. Therefore, we do not expect any direct impacts from tariffs on materials. However, across our businesses, there are certain materials our suppliers source from other countries. For our gas utilities, we evaluated

higher volume items, including purchased valves and meters. For our water utilities, we evaluated steel products used in the construction of wells and storage tanks that are sourced from other countries. We do not anticipate the currently proposed and recently implemented tariffs to have a material impact on our businesses.

The impacts of inflation that we have experienced over the past couple of years have returned to historically normal levels in the current year. While we have experienced long lead times on certain materials, including meter parts, microchips, semi-conductors, and IT equipment over the past year, more recently we have seen these lead times reduce and return to more typical levels. Through advanced planning, carrying additional levels of inventory, diversifying our vendors, and making contingency plans to address risks, we are striving to mitigate supply chain risks.

We continue to monitor interest rates and financing options for all of our businesses. In 2024, the U.S. Federal Reserve lowered interest rates as the rate of inflation decreased. This year there have been no changes to the short-term rates by the U.S. Federal Reserve, however, there have been fluctuations in long-term rates as a result of the anticipated impacts of tariffs. Our regulated utilities generally recover interest expense on their long-term debt through their authorized cost of capital.

We continuously monitor U.S. federal, state and local policies, executive orders, rules, initiatives and other changes to fiscal, tax, regulation, environmental, climate and other federal policies that may impact our businesses, all of which could impact the conditions in which we operate.

Regulatory Matters

For additional information, see Part II, Item 7 "Results of Operations—Regulatory Matters" in the 2024 Form 10-K.

NWN GAS UTILITY
NWN Gas Utility is subject to regulation by the OPUC and WUTC with respect to, among other matters, rates and terms of service, systems of accounts, and issuances of securities by NWN Gas Utility. At June 30, 2025, approximately 88% of NWN Gas Utility customers were located in Oregon, with the remaining 12% in Washington. Earnings and cash flows from natural gas distribution operations are largely determined by rates set in general rate cases and other proceedings in Oregon and Washington. They are also affected by weather, the local economies in Oregon and Washington, the pace of customer growth in the residential, commercial, and industrial markets, legislation and policy, customer preferences and NWN Gas Utility's ability to remain price competitive, control expenses, and obtain reasonable and timely regulatory recovery of its natural gas distribution-related costs, including operating expenses and investment costs in plant and other regulatory assets. NW Natural continuously evaluates the need for rate cases in its jurisdictions. See "Most Recent Completed Rate Cases" below.

Most Recent Completed Rate Cases

OREGON. On October 25, 2024, the OPUC issued an order approving two stipulations and resolving the remaining open items in the Rate Case. New rates authorized by the OPUC were effective November 1, 2024. The final order provided for a total revenue requirement increase of $93.3 million over revenues from existing rates, which includes $9.6 million related to an updated depreciation study. The revenue requirement is based on the following assumptions:

•Capital structure of 50% common equity and 50% long-term debt;

•Return on equity of 9.4%;

•Cost of capital of 7.056%;

•Cost of long-term debt of 4.712%; and

•Average rate base of $2.09 billion or an increase of $334 million since the last rate case.

In addition to the above, the OPUC ordered the phase out of NWN Gas Utility’s line extension allowance by November 1, 2027. Additionally, the OPUC ordered a downward adjustment to rate base of $13.7 million of undepreciated line extension costs, which resulted in a non-cash, pre-tax charge of $13.7 million in the fourth quarter of 2024. In December 2024, NWN Gas Utility filed an appeal with the Oregon Court of Appeals, challenging the determination and the authority of the OPUC to take these actions.

From November 1, 2022 through October 31, 2024, the OPUC authorized rates to customers based on an ROE of 9.4% and a cost of capital of 6.836% with a capital structure of 50% common equity and 50% long-term debt.

WASHINGTON. On October 21, 2021, the WUTC issued an order concluding NW Natural's general rate case. The WUTC Order provided for an annual revenue requirement increase over two years, consisting of a 6.4% or $5.0 million increase in the first year beginning November 1, 2021 (Year One), and a 3.5% or $3.0 million increase in the second year beginning November 1, 2022 (Year Two). The increase is based on the following assumptions:

•Cost of capital of 6.814%; and

•Average rate base of $194.7 million, an increase of $20.9 million since the last rate case for capital expenditures already expended at the time of filing, with an additional expected $31.2 million increase in Year One, and an additional expected $21.4 million increase in Year Two, with the increases in Year One and Year Two relating to expected capital expenditures in those years.

The WUTC Order does not specify the underlying inputs to the cost of capital, including capital structure and return on equity. New rates authorized by the WUTC Order were effective November 1, 2021 for Year One and November 1, 2022 for Year Two. In September 2023, NW Natural received a letter of compliance from the WUTC acknowledging that the Year Two rates are no longer subject to review and refund.

Regulatory Proceeding Updates

2025 OREGON RATE CASE. On December 30, 2024, NW Natural filed a request for a general rate increase with the OPUC. The filing requested a $59.4 million annual revenue requirement increase, which included approximately $10 million related to an updated depreciation study.

On June 23, 2025 NW Natural, the OPUC staff, the Oregon Citizens' Utility Board (CUB) and the Alliance of Western Energy Consumers (AWEC), which comprise all but one of the parties to the rate case, filed a stipulation (First Stipulation) with the OPUC which addresses certain issues in the Rate Case. The other party to the Rate Case, specifically, the coalition of Climate Solutions, Coalition of Communities of Color, Verde, Sierra Club, and Oregon Environmental Council (collectively, Coalition), authorized the parties to the Stipulation to represent that the Coalition does not oppose the Stipulation.

The First Stipulation provides for a total revenue requirement increase of $21.3 million over revenues from existing rates, which includes approximately $4.8 million related to an updated depreciation study, subject to completion of capital projects identified as being placed in service prior to the rate effective date. The revenue requirement is based on the following assumptions:

•Capital structure of 50% common equity and 50% long-term debt;

•Cost of long-term debt of 4.74%

•Return on equity of 9.5%, and

•Overall cost of capital of 7.12%

We expect rate base as of November 1, 2025 to be $2.234 billion, or an increase of $144 million since the last rate case.

Subsequent to the First Stipulation, NW Natural and parties entered into an additional stipulation addressing certain non-revenue requirement items (collectively with the First Stipulation, the Stipulations). The Stipulations do not address all aspects of the Rate Case. We expect the remaining items of the original request to be subject to the ongoing regulatory litigation process. The Stipulations are subject to the review and approval of the OPUC. For new rates to be effective, the OPUC must issue an order, which may approve or deny the terms of the Stipulations or be issued under the OPUC’s own terms. NW Natural expects new customer rates to take effect on October 31, 2025.

METER MODERNIZATION PROGRAM. In January 2024, NW Natural filed a request with the OPUC and WUTC to defer the incremental costs to replace or upgrade approximately 500,000 meters over four years. The deferral was approved by the WUTC in February 2024 and by the OPUC in February 2025. The amount deferred to a regulatory asset as of June 30, 2025 was approximately $2.5 million.

INTEGRATED RESOURCE PLAN (IRP). NW Natural generally files a full IRP biennially for Oregon and Washington with the OPUC and WUTC, respectively. NW Natural jointly filed its 2025 IRP for both Oregon and Washington on August 1, 2025. The 2025 IRP evaluates several varying scenarios based on a range of inputs and outlines the least-cost least-risk resources required to meet future demand and environmental compliance obligations. With respect to IRPs generally, the WUTC issues letters of compliance and Oregon acknowledges the IRP Action Plan individually or in total. NW Natural anticipates that decisions from both the OPUC and WUTC will come in either the first or second quarter of 2026.

OREGON ENERGY FAIRNESS AND AFFORDABILITY ACT. In 2025, the State of Oregon enacted the Oregon Energy Fairness and Affordability Act (HB 3179). HB 3179 authorizes the OPUC to consider broader economic indicators when evaluating rate proposals and limits the frequency and timing of rate increases for electric and natural gas utilities. Specifically, NW Natural and other utilities are restricted from filing a new general rate case within 18 months of the effective date of the last general rate increase. This restriction will end on the earlier of January 2, 2027 or when the OPUC implements rules for multi-year rate plans. Utilities are not prohibited from seeking cost deferral during the 18-month period following a general rate case. HB 3179 also prevents utilities from increasing rates from November 1 through March 31 (during the winter heating season) and requires utilities to, at least annually, publish forecasts of expected rate adjustments for the following 12 months. HB 3179 additionally expands the authority of the OPUC to approve the issuance of rate recovery bonds to finance or refinance certain eligible utility capital expenditures, including a capital investment that will cause residential rates to increase by more than five percent. We expect that the new requirements may impact the timing and structure of future rate filings.

Rate Mechanisms

During 2025 and 2024, NW Natural's key approved rates and recovery mechanisms for each service area included:

Oregon

Washington

2024 Rate Case (effective 11/1/2024)

2022 Rate Case (effective 11/1/2022)

2021 Rate Case

(effective 11/1/2021)

Authorized Rate Structure:

Return on Equity

9.4%

Rate of Return

7.1%

6.8%

Debt/Equity Ratio

50%/50%

Key Regulatory Mechanisms:

Purchased Gas Adjustment (PGA)

Gas Cost Incentive Sharing

Decoupling

Weather Normalization (WARM)

RNG Automatic Adjustment Clause

Environmental Cost Recovery

Interstate Storage and Asset Management Sharing

** The WUTC Order does not specify the underlying inputs to the cost of capital, including capital structure and return on equity.

As of May 1, 2024, non-utility Mist gas storage deliverability of 0.2 million therms per day and 1.15 Bcf of associated storage capacity was recalled on behalf of customers to serve core utility customer needs. Customer rate impacts of this recall began on November 1, 2024.

As of May 1, 2025, additional non-utility Mist gas storage deliverability of 0.2 million therms per day and 0.28 Bcf of associated storage capacity was recalled on behalf of customers to serve core utility customer needs. Customer rate impacts of this recall will begin on November 1, 2025.

CLIMATE COMMITMENT ACT. Washington has enacted the Climate Commitment Act (CCA), which establishes a comprehensive program that includes an overall limit for GHG emissions from major sources in the state that declines yearly. The program began January 1, 2023. In December 2024, the WUTC re-authorized a CCA cost recovery mechanism with a rate effective date of January 1, 2025. Under this mechanism, NW Natural recovers CCA costs and will defer any difference between forecasted and actual costs in the following year. Additionally, under the approved tariff, proceeds from the sale of allowances, which is required under the CCA, would be used to offset CCA compliance costs for low-income customers. Any remaining proceeds would benefit other customers through fixed bill credits or use in other carbon reduction programs.

Additionally in December 2023, the WUTC approved a request to modify NW Natural's CCA deferral to allow for the recovery of interest from customers based on the actual cash paid for purchases of allowances, less proceeds received from the sale of allowances.

EARNINGS TEST REVIEW. NW Natural is subject to an annual earnings review in Oregon to determine if the NWN Gas Utility business is earning above its authorized ROE threshold. If NWN Gas Utility business earnings exceed a specific ROE level, then 33% of the amount above that level is required to be deferred or refunded to customers. Under this provision, if NW Natural selects the 80% deferral gas cost option, then NW Natural retains all earnings up to 150 basis points above the currently authorized ROE. If NW Natural selects the 90% deferral option, then it retains all earnings up to 100 basis points above the currently authorized ROE. For the 2025-26 and 2024-25 gas years, NW Natural selected the 90% deferral option. The ROE threshold is subject to adjustment annually based on movements in long-term interest rates. For calendar year 2024, the ROE threshold was 10.40%. NWN Gas Utility filed the 2024 earnings test in April 2025, indicating no customer credit adjustment based on results, which was approved by the OPUC in July 2025. NW Natural does not expect a customer credit adjustment for 2025 based on preliminary results of the earnings test.

GAS RESERVES. In 2011, the OPUC approved the Encana gas reserves transaction to provide long-term gas price protection for NWN Gas Utility business customers and determined costs under the agreement would be recovered on an ongoing basis through the annual PGA mechanism. Gas produced from NWN Gas Utility's interests is sold at then prevailing market prices, and revenues from such sales, net of associated operating and production costs and amortization, are included in cost of gas. The cost of gas, including a carrying cost for the rate base investment made under the original agreement, is included in NWN Gas Utility's annual Oregon PGA filing, which allows NWN Gas Utility to recover these costs through customer rates. The net investment under the original agreement earns a rate of return.

In 2014, NWN Gas Utility amended the original gas reserves agreement in response to Encana's sale of its interest in the Jonah field located in Wyoming to Jonah Energy. Under the amended agreement with Jonah Energy, NWN Gas Utility has the option to

invest in additional wells on a well-by-well basis with drilling costs and resulting gas volumes shared at the amended proportionate working interest for each well in which NWN Gas Utility invests. Volumes produced from the additional wells drilled after the amended agreement are included in NWN Gas Utility's Oregon PGA at a fixed rate of $0.4725 per therm. NWN Gas Utility has not participated in additional wells since 2014.

DECOUPLING. In Oregon, NW Natural has a partial decoupling mechanism that covers residential and some commercial sales customers. Decoupling is intended to break the link between revenue and the quantity of gas consumed by customers, removing any financial incentive to discourage customers’ efforts to conserve energy. This mechanism employs a use-per-customer decoupling calculation, which adjusts margin revenues to account for the difference between actual and expected customer volumes. The margin adjustment resulting from differences between actual and expected volumes under the decoupling component is recorded to a deferral account, which is included along with the annual PGA filing. The 2024 Oregon general rate case reset the Oregon decoupling baseline usage per customer.

WARM. In Oregon, NW Natural has an approved weather normalization mechanism (WARM), which is applied to residential and small commercial customer bills. This mechanism is designed to help stabilize the collection of fixed costs by adjusting residential and small commercial customer billings based on temperature variances from average weather, with rate decreases when the weather is colder than average and rate increases when the weather is warmer than average. The mechanism is applied to bills from December through mid-May of each heating season. The mechanism adjusts the margin component of customers’ rates to reflect average weather, which uses the 25-year average temperature for each day of the billing period. Daily average temperatures and 25-year average temperatures are based on a set point temperature of 59 degrees Fahrenheit for residential customers and 58 degrees Fahrenheit for commercial customers. The collections of any unbilled WARM amounts due to tariff caps and floors are deferred and earn a carrying charge until collected, or returned, along with the PGA the following year. Residential and small commercial customers in Oregon are allowed to opt out of the weather normalization mechanism, and as of June 30, 2025, 7% of total eligible customers had opted out. NW Natural does not have a weather normalization mechanism approved for Washington customers, which account for about 12% of total customers.

RENEWABLE NATURAL GAS AND AUTOMATIC ADJUSTMENT CLAUSE. Oregon Senate Bill 98 (SB 98) enables natural gas utilities to procure or develop RNG, including hydrogen, on behalf of their Oregon customers. The legislation and rules set voluntary goals for adding as much as 30% RNG into the state’s pipeline system by 2050; enables gas utilities to invest in and own the cleaning and conditioning equipment required to bring raw biogas and landfill gas up to pipeline quality, as well as the facilities to connect to the local gas distribution system; and allowing up to 5% of a utility’s revenue requirement to be used to cover the incremental cost or investment in RNG infrastructure.

Investments in RNG facilities are recovered through an automatic adjustment clause that allows recovery of NW Natural's investments in RNG projects, including operating costs, to be added to rates annually on November 1st, following a prudence review. The RNG recovery mechanism allows NW Natural to defer for recovery or credit the differences between the forecasted and actual costs of the RNG projects, subject to an earnings test that includes deadbands at 50 basis points below and above NW Natural's authorized ROE. For RNG procurement contracts, NW Natural seeks recovery of the costs along with the PGA, subject to a prudence review.

NW Natural has two investments in RNG facilities the OPUC has approved for recovery in rates. NW Natural filed the 2024 earnings test in April 2025, indicating no adjustment based on results. The OPUC approved the 2024 earnings test in July 2025.

ENVIRONMENTAL COST DEFERRAL AND RECOVERY. NW Natural has authorizations in Oregon and Washington to defer costs related to remediation of properties that are owned or were previously owned by NW Natural. In Oregon, a Site Remediation and Recovery Mechanism (SRRM) is currently in place to recover prudently incurred costs allocable to Oregon customers, subject to an earnings test. Effective beginning November 1, 2019, the WUTC authorized an Environmental Cost Recovery Mechanism (ECRM) for recovery of prudently incurred costs allocable to Washington customers.

Oregon SRRM

Under the Oregon SRRM collection process there are three types of deferred environmental remediation expense:

•Pre-review - This class of costs represents remediation spend that has not yet been deemed prudent by the OPUC. Carrying costs on these remediation expenses are recorded at NW Natural's authorized cost of capital. NW Natural anticipates the prudence review for annual costs and approval of the earnings test prescribed by the OPUC to occur by the third quarter of the following year.

•Post-review - This class of costs represents remediation spend that has been deemed prudent and allowed after applying the earnings test, but is not yet included in amortization. NW Natural earns a carrying cost on these amounts at a rate equal to the five-year treasury rate plus 100 basis points.

•Amortization - This class of costs represents amounts included in current customer rates for collection and is calculated as one-fifth of the post-review deferred balance. NW Natural earns a carrying cost equal to the amortization rate determined annually by the OPUC, which approximates a short-term borrowing rate. NW Natural included $8.8 million and $9.6 million of deferred remediation expense approved by the OPUC for collection during the 2024-25 and 2023-24 PGA years, respectively.

In addition, the SRRM also provides for the annual collection of $5.0 million from Oregon customers through a tariff rider. As it collects amounts from customers, NW Natural recognizes these collections as revenue net of any earnings test adjustments and separately amortizes an equal and offsetting amount of the deferred regulatory asset balance through the environmental remediation operating expense line shown separately in the operating expenses section of the Consolidated Statements of Comprehensive Income (Loss). For additional information, see Note 17 in the 2024 Form 10-K.

The SRRM earnings test is an annual review of adjusted NWN Gas Utility ROE compared to authorized NWN Gas Utility ROE. To apply the earnings test NW Natural must first determine what if any costs are subject to the test through the following calculation:


Annual spend
Less: $5.0 million base rate rider
Prior year carry-over(1)
$5.0 million insurance + interest on insurance
Total deferred annual spend subject to earnings test
Less: over-earnings adjustment, if any
Add: deferred interest on annual spend(2)
Total amount transferred to post-review

(1) Prior year carry-over results when the prior year amount transferred to post-review is negative. The negative amount is carried over to offset annual spend in the following year.

(2) Deferred interest is added to annual spend to the extent the spend is recoverable.

To the extent the NWN Gas Utility business earns at or below its authorized ROE as defined in the SRRM, the total amount transferred to post-review is recoverable through the SRRM. To the extent more than authorized ROE is earned in a year, the amount transferred to post-review would be reduced by those earnings that exceed its authorized ROE. NW Natural concluded there was no earnings test adjustment for 2024 based on the environmental earnings test that was filed in April 2025 and approved by the OPUC in July 2025.

Washington ECRM

The ECRM established by the WUTC order effective November 1, 2019 permits NW Natural’s recovery of environmental remediation expenses allocable to Washington customers. These expenses represent 3.32% of costs associated with remediation of sites that historically served both Oregon and Washington customers. The order allows for recovery of past deferred and future prudently incurred remediation costs allocable to Washington through application of insurance proceeds and collections from customers. Prudently incurred costs that were deferred from the initial deferral authorization in February 2011 through June 2019 were fully offset with insurance proceeds, with any remaining insurance proceeds to be amortized over a 10.5 year period. On an annual basis NW Natural will file for a prudence determination and a request to recover remediation expenditures in excess of insurance amortizations in the following year's customer rates. After insurance proceeds are fully amortized, if in a particular year the request to collect deferred amounts exceeds one percent of Washington normalized revenues, then the excess will be collected over three years with interest.

INTERSTATE STORAGE AND ASSET MANAGEMENT SHARING. On an annual basis, NW Natural credits amounts to Oregon and Washington customers as part of a regulatory incentive sharing mechanism related to net revenues earned from Mist gas storage for assets developed in advance of utility customer needs, and asset management revenues. In January 2025, the OPUC approved the annual 2025 bill credit for Oregon customers' share of interstate storage and asset management activities totaling approximately $15.5 million, which was credited to customers' bills in February 2025. This includes revenue generated for the November 2023 through October 2024 PGA year. Credits are given to customers in Washington as reductions in rates through the annual PGA filing in November.

SIENERGY GAS UTILITY

SiEnergy Gas Utility's natural gas distribution business is located in Texas and primarily serves customers in the Houston, Dallas, and Austin metropolitan areas. Under Texas' regulatory paradigm, original jurisdiction over natural distribution rates is shared between the Railroad Commission of Texas (RRC) and the municipalities where the utility provides service. The RRC has exclusive original jurisdiction over natural gas utility rates in areas outside of municipalities. A municipality has original jurisdiction over the rates, operations and services provided by any gas utility distributing natural gas within city or town limits, unless it has surrendered its original jurisdiction to the RRC. However, any municipal rate decision can be appealed to the RRC, which will conduct its own review, including compiling a new evidentiary record. SiEnergy's last general rate case was settled in 2023 with new rates effective in September 2023. As part of the black box settlement, SiEnergy's annual revenue requirement increased by $5.5 million based on an approved net plant amount of approximately $151.6 million through March 31, 2023. Given the nature of the black box settlement, SiEnergy's authorized rate of return and capital structure were not specified.

In February 2022, the RRC issued a Financing Order to the Texas Public Financing Authority (TPFA) authorizing the issuance of the customer rate relief bonds to securitize the aggregated extraordinary costs associated with Winter Storm Uri for all participating natural gas utilities. In March 2023, the bonds were issued by the TPFA and $18.8 million of proceeds were received

by SiEnergy. The majority of the proceeds were used to pay down the related long-term debt. SiEnergy began billing and collecting customer rate relief charges from customers in October 2023. Customer rate relief charges collected by SiEnergy are owned by the TPFA and are remitted to the TPFA on a monthly basis.

SiEnergy does not currently have any open or ongoing general rate cases and is continuously evaluating the need for future general rate cases.

NWN WATER UTILITY

NWN Water Utility currently serves approximately 195,000 people through over 79,000 connections across six states. The wholly-owned regulated water businesses of NWN Water are subject to regulation by the utility commissions in the states in which they are located, which currently includes Oregon, Washington, Arizona, Idaho, and Texas. The wholly-owned regulated wastewater businesses of NWN Water are subject to regulation by the utility commissions in the states in which they are located, which currently includes Texas and Arizona. In addition, NWN Water includes wholly-owned unregulated wastewater businesses in Oregon, Washington, and Idaho.

Most Recently Completed Rate Cases

•Foothills water and sewer utilities completed a general rate case in Arizona with the Arizona Corporation Commission (ACC) with new rates effective November 1, 2024. The rate case resulted in a $0.9 million revenue requirement increase for water customers and a $3.0 million revenue requirement increase for sewer customers based on a regulated capital structure of 55% equity and 45% debt and a 9.55% ROE.

•Sunriver Water completed a general rate case in Oregon with the OPUC with new rates effective November 1, 2024. The rate case resulted in a $0.4 million revenue requirement increase for water customers based on a capital structure of 50% Equity and 50% Debt and a 9.5% ROE.

•Avion Water, a regulated water company in Oregon, for which NWN Water owns approximately 47.9%, filed for a general rate case with the OPUC in June 2024 with new rates effective in February 2025.

•Suncadia Water, a regulated water company in Washington, completed a general rate case with the WUTC with new rates effective July 1, 2025. The rate case resulted in a $0.3 million revenue requirement increase based on a settlement with all parties.

Regulatory Proceeding Updates

•Cascadia Water, a regulated water company in Washington State, filed a general rate case with the WUTC in February 2024. Cascadia and the WUTC filed a settlement agreement in January 2025. The settlement agreement was not approved, and further review of the general rate case will be ongoing in 2025.

•Gem State Water, a regulated water company in Idaho, filed a general rate case with the IPUC in December 2024. The rate case is ongoing and the IPUC has suspended the effective date of rates pending review.

•Falls Water, a regulated water company in Idaho filed a general rate case with the IPUC in January 2025. The rate case is ongoing and the IPUC has suspended the effective date of rates pending review.

•Foothills Utilities implemented, effective June 24, 2025, a surcharge associated with its new wastewater reclamation facility that is designed to recover an additional $0.75 million of revenue requirement annually.

•Blue Topaz water utility in Texas received approval of the acquisition of a water utility with approximately 700 connections in Texas. After completing a fair market valuation process through the Public Utility Commission of Texas (PUCT), NWN Water filed the application with the PUCT in the first quarter of 2024. The acquisition closed in the first quarter of 2025.

•Blue Topaz water utility in Texas is seeking approval of the acquisition of a water utility with approximately 1,500 connections in Texas. After completing a fair market valuation process through the PUCT, Blue Topaz filed the application in the second quarter of 2025. The application is in process.

OTHER

NW Natural's interstate storage activities at its Mist Storage facility are subject to regulation by the OPUC, WUTC, and the Federal Energy Regulatory Commission (FERC) with respect to, among other matters, rates and terms of service. The OPUC also regulates intrastate storage services at Mist, while FERC regulates interstate storage services at Mist. The FERC uses a maximum cost of service model which allows for gas storage prices to be set at or below the cost of service as approved by each agency in their last regulatory filing. The OPUC Schedule 80 rates are tied to the FERC rates, and are updated whenever NW Natural modifies FERC maximum rates. NW Natural is required under its Mist interstate storage certificate authority and rate approval orders to file every five years either a petition for rate approval or a cost and revenue study to change or justify maintaining the existing rates for its interstate storage services. NW Natural filed a rate petition with the FERC in August 2023 and the revised rates were effective beginning September 1, 2023.

Other Legislative Matters

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law. OBBBA includes a range of tax reform provisions and we are currently evaluating the impact of this legislation. We do not expect OBBBA to have a material impact on our results of operations, liquidity or capital resources.

Environmental Regulation and Legislation Matters

Certain of our businesses, including our natural gas businesses, are subject to or likely to be affected by current or future legislation, regulation, directed government funding, penalties for non-compliance, litigation and other forms of policies or actions seeking to regulate GHG emissions, including, but not limited to: GHG emissions limits, reporting requirements, carbon taxes, requirements to purchase carbon credits, building codes, efficiency standards, charges to fund energy efficiency activities or other regulatory actions, incentives or mandates to conserve energy or use renewable energy sources, tax advantages or other subsidies to support alternative energy sources, a reduction in rate recovery for construction costs related to the installation of new customer services or other new infrastructure investments, mandates for the use of specific fuels or technologies, bans on specific fuels or technologies, or promotion of research into new technologies to reduce the cost and increase the scalability of alternative energy sources.

Federal

A number of federal agencies currently regulate GHG emissions. For example, the EPA regulates GHG emissions pursuant to the Clean Air Act and requires the annual reporting of GHG emissions from certain industries, specified emission sources, and facilities. Under this reporting rule, our natural gas distribution businesses are required to report system throughput to the EPA on an annual basis. The EPA also has required additional GHG reporting regulations to which NW Natural is subject, requiring the annual reporting of fugitive emissions from operations.

During his administration, former President Biden advanced a range of climate-related initiatives through executive orders and agency actions. Federal legislation passed under the Biden administration, such as the Inflation Reduction Act of 2022 (IRA), included several climate and energy provisions. Upon taking office in January 2025, President Trump issued executive orders directing the U.S. Ambassador to the United Nations to withdraw from the Paris Agreement on Climate and declaring a “national energy emergency” in the United States. Additional executive orders have sought to promote energy independence and revoke Biden administration executive orders related to climate policy. In addition, the recently enacted One Big Beautiful Bill Act (OBBBA) includes provisions that phase out tax credits for certain renewable fuels projects. We expect continued changes to climate policy under the Trump Administration, including additional executive orders, regulations, programs and other federal actions. We are currently evaluating these developments but cannot predict the timing, form, or potential impact of future federal actions on our business.

Washington State

In 2024, Washington comprised approximately 10% of NW Natural’s revenues, as well as 2% and 13% of new meters from commercial and residential customers, respectively.

Effective February 2021, Washington state building codes (WSEC-2018) require new residential homes to meet energy efficiency standards based on carbon emissions assumptions that consider electric appliances to have lower on-site GHG emissions than comparable gas appliances. This increases the cost of constructing new homes with natural gas depending on a number of factors including home size, equipment configurations, and building envelope measures. In March 2024, rules enacted by the Washington State Building Code Council (SBCC) (WSEC-2021) took effect that modified the 2021 codes, and collectively, these rules generally have the effect of restricting or eliminating the use of gas space and water heating in new commercial and residential construction. The SBCC rules are currently subject to pending legal challenges.

In November 2024, Washington Ballot initiative I-2066 was passed. I-2066 was described on the ballot as prohibiting state and local governments from restricting access to natural gas, prohibiting the SBCC from discouraging or penalizing the use of natural gas in any building, requiring providers of natural gas to provide energy services regardless of the other energy sources available, and prohibiting the Washington Utilities and Transportation Commission (WUTC) from approving any multiyear rate plan requiring or incentivizing a natural gas company to terminate natural gas service or make such natural gas service cost-prohibitive. Although the SBCC has indicated that the current SBCC codes will remain in place while the SBCC investigates any changes necessary under I-2066, the King County Washington Superior Court recently issued a ruling declaring I-2066 invalid under the Washington state constitution. The plaintiffs have appealed such litigation. We cannot currently predict the ultimate outcome of such appeal, or if there will be any further changes to the SBCC codes.

In 2022, the state of Washington enacted the Climate Commitment Act (CCA), which establishes a comprehensive program that includes an overall limit for GHG emissions from major sources in the state that declines yearly beginning January 1, 2023, resulting in an overall reduction of GHG emissions to 95% below 1990 levels by 2050. The Washington Department of Ecology has adopted rules to create a cap-and-invest program, under which entities, including natural gas and electric utilities, large manufacturing facilities, and transportation and other fuel providers, which are subject to the CCA must either reduce their emissions, purchase qualifying offsets (including RNG) or obtain allowances to cover any remaining emissions. NW Natural is subject to the CCA, has received an order authorizing deferral of CCA costs from the WUTC, and is currently recovering CCA compliance costs in rates.

Oregon

In November 2024, the Environmental Quality Commission of the Oregon Department of Environmental Quality (ODEQ) issued final cap and reduce rules for its Climate Protection Program (CPP), which became effective on January 1, 2025. The CPP establishes a program to limit GHG emissions from covered entities, including natural gas utilities, by 50% by 2035 and 90% by 2050 from a 2017-2019 baseline. The first compliance period for the CPP concludes December 31, 2027. ODEQ previously

promulgated CPP rules in December 2021, but the Oregon Court of Appeals invalidated these previous CPP rules in December 2023 for the agency’s failure to comply with necessary rulemaking disclosure requirements under state law. NW Natural received an order from the OPUC authorizing deferral of costs under the prior CPP and current CPP. NW Natural will pursue recovery of costs associated with compliance with the current CPP in rates. NW Natural is recovering in rates costs associated with RNG acquired pursuant to Senate Bill 98, which also supports compliance under CPP.

On October 25, 2024, the Oregon Public Utility Commission (Commission) issued its final order related to our 2024 Oregon General Rate Case, approving the parties’ Stipulations and resolving remaining open items. The Commission also ordered the phase out of NW Natural’s line extension allowance and ordered a downward adjustment to rate base of undepreciated line extension costs. NW Natural filed an appeal with the Oregon Court of Appeals on December 23, 2024, challenging the determination and the authority of the Commission to take these actions and this litigation remains pending.

Local Jurisdictions and Other Advocacy

Advocacy groups have indicated a willingness to pursue municipal ordinances and ballot measures or other local activities disincentivizing gas infrastructure. A number of cities or counties across the country have taken action, and several in our service territory are considering actions such as limitations or bans on the use of natural gas in new construction or otherwise. For example, the Eugene City Council continues to develop a plan to address GHG emissions, align incentives around GHG emissions and to engage in a number of actions, including identifying potential revenue sources, like a gas supplier tax. Similarly, some jurisdictions and advocates are seeking to ban the use of natural gas and certain natural gas appliances inside homes contending that there are detrimental indoor health effects associated with the use of natural gas.

NW Natural is actively engaged with federal, state and local policymakers, consumers, customers, small businesses and other business coalitions, economic development practitioners, and other advocates in our service territory and is working with these communities to communicate the role that direct use natural gas, and in the coming years, RNG and hydrogen, can play in pursuing more effective policies to reduce GHGs while supporting reliability, resiliency, energy choice, equity, and energy affordability.

NW Natural Climate Initiatives and Compliance Actions

Our residential customers are currently paying less for their natural gas today than they did 20 years ago. We expect that compliance with any form of regulation of GHG emissions will require additional resources and legislative or regulatory tools and will increase costs. The evolving guidance to implement the CCA and CPP, evolving carbon credit markets, decades-long compliance timeframes, likely changes in law and policy, and technological advancements, all make it difficult to accurately predict long-term tools for and costs of compliance. We are currently including costs of compliance with the CCA in rates. CCA compliance costs represent a 4.6% increase on residential bills starting on January 1, 2025, which is 7.5% lower than the compliance costs on average residential bills in the prior year. Low income customers do not participate in these compliance costs and are not impacted.

We are not currently able to quantify the extent to which limitations on natural gas use, or declining line extension allowances provided in rates to cover construction costs for new services, will affect new meter additions, or to what extent carbon compliance costs included in rates will affect the competitiveness of our business and the demand for natural gas service. All of these developments could negatively affect our gas utility customer growth. However, at the same time, other sources of energy are or will be subject to, GHG-related compliance requirements that are likely to affect their cost and competitiveness relative to natural gas. For example, Oregon’s HB 2021 and Washington’s SB 5116 require certain GHG emissions reductions from electric utilities. We expect compliance with these and other laws will increase the cost of energy for electric customers in our service territory. We are not able to determine at this time whether increased electricity costs will make natural gas use more or less competitive on a relative basis.

We further expect these and other trends to drive innovation of, and demand for, technological developments and innovative new products that reduce GHG emissions. Research and development are occurring across the energy sector, including in the gas sector with work being conducted on gas heat pumps, higher efficiency water and space heating appliances including hybrid systems, carbon capture utilization and storage developments, continued development of technologies related to RNG, and various forms of hydrogen for different applications, among others.

FINANCIAL CONDITION

Cash Flows

The following discussion of changes in cash flows refers to the consolidated results of NW Holdings, the substantial majority of which consist of the operating results of NW Natural. When significant activity exists at NW Holdings that does not exist at NW Natural, additional disclosure has been provided.

Operating Activities

Changes in operating cash flows are primarily affected by net income or loss, changes in working capital requirements, and other cash and non-cash adjustments to operating results.


	Six Months Ended June 30,
In thousands	2025		2024		YTD Change
NW Holdings cash provided by operating activities	$	281,770	$	246,076	$	35,694
NW Natural cash provided by operating activities	277,011		232,199		44,812

SIX MONTHS ENDED JUNE 30, 2025 COMPARED TO JUNE 30, 2024. Cash provided by operating activities increased $35.7 million at NW Holdings and $44.8 million at NW Natural. The significant factors contributing to the increase at NW Natural were as follows:

•$28.8 million increase in net income;

•$18.1 million increase in deferred income taxes;

•$13.6 million decrease in asset optimization revenue sharing bill credits;

•$12.6 million decrease in cloud-based software;

•$11.0 million increase in accounts payable resulting from payments of higher priced gas in the prior year; and

•$10.0 million increase in income and other taxes payable; partially offset by

•$30.8 million increase in gas costs;

•$18.9 million decrease in the decoupling mechanism primarily due to lower residential customer usage; and

•$13.2 million decrease in regulatory accounts.

The increase in cash provided by operating activities at NW Holdings was primarily driven by the NW Natural factors discussed above and an increase in accounts payable of $22.5 million.

NW Holdings and NW Natural have lease and purchase commitments relating to their operating activities that are financed with cash flows from operations. For information on cash flow requirements related to leases and other purchase commitments, see Note 7 and Note 16 in the 2024 Form 10-K.

Investing Activities


	Six Months Ended June 30,
In thousands	2025		2024		YTD Change
NW Holdings cash used in investing activities	$	(555,887)	$	(200,441)	$	(355,446)
NW Natural cash used in investing activities	(178,069)		(179,772)		1,703

SIX MONTHS ENDED JUNE 30, 2025 COMPARED TO JUNE 30, 2024. Cash used in investing activities increased $355.4 million at NW Holdings and decreased $1.7 million at NW Natural. The increase in cash used in investing activities at NW Holdings was primarily driven by the acquisition of SiEnergy on January 7, 2025, for which $271.1 million in cash consideration was paid and the acquisition of Pines on June 2, 2025, for which $60.8 million in cash consideration was paid. In addition, NW Holdings capital expenditures were higher by $23.7 million, driven by continued investment in our natural gas, water and wastewater utility systems. This was offset by a decrease in NW Natural's capital expenditures of $1.9 million.

NW Holdings capital expenditures for 2025 are expected to be in the range of $450 million to $500 million and for the six-year period from 2025 to 2030 are expected to range from $2.5 billion to $2.7 billion. NWN Gas Utility capital expenditures for 2025 are expected to be in the range of $345 million to $375 million and for the six-year period from 2025 to 2030 are expected to be approximately 70% of NW Holdings expected capital expenditure range. SiEnergy capital expenditures for 2025 are expected to be in the range of $65 million to $75 million. NWN Water capital expenditures for 2025 are expected to be in the range of $40 million to $50 million.

The timing and amount of the core capital expenditures and projects for 2025 and the next six years could change based on regulation, growth, and cost estimates. Additional investments in our infrastructure during and after 2025 that are not incorporated in the estimates provided above will depend largely on additional regulations, growth, and expansion opportunities. Required funds for the investments are expected to be internally generated or financed with long-term debt or equity, as appropriate.

North Mist Gas Storage Facility

The North Mist gas storage facility began operations in 2019. The North Mist facility provides long-term, no-notice underground gas storage service and is dedicated solely to Portland General Electric (PGE) under a 30-year contract with options to extend up to an additional 50 years upon mutual agreement of the parties. PGE uses the facility to fuel its gas-fired electric power generation facilities.

North Mist includes a reservoir providing 4.1 Bcf of available storage, a compressor station with a contractual capacity of 120,000 dekatherms of gas deliverability per day, no-notice service that can be drawn on rapidly, and a 13-mile pipeline to connect to PGE's Port Westward gas plants in Clatskanie, Oregon.

The facility is included in rate base under an established tariff schedule with revenues recognized consistent with the schedule. Billing rates are updated annually to the forecasted depreciable asset level and forecasted operating expenses.

Mist has a number of depleted reservoirs that have not been developed into storage at this time such that NW Natural has additional expansion opportunities in the Mist storage field. To explore our opportunities, we applied for an Energy Facility Siting Council (EFSC) permit and received approval in January 2025. The permit gives us flexibility for potential upgrades and expansions. Any project we proceed with will take multiple years to permit, develop and put into service and is not currently part of our planned capital expenditures outlined in “Financial Conditions – Investing Activities”. Any expansion would be based on market demand, cost effectiveness, available financing, receipt of future permits, and other rights.

Financing Activities


	Six Months Ended June 30,
In thousands	2025		2024		YTD Change
NW Holdings cash provided (used) by financing activities	$	332,799	$	(14,220)	$	347,019




NW Natural cash used by financing activities	(41,443)		(53,936)		12,493

SIX MONTHS ENDED JUNE 30, 2025 COMPARED TO JUNE 30, 2024. Cash provided by financing activities increased $347.0 million at NW Holdings and cash used by financing activities decreased $12.5 million at NW Natural.

The increase in cash provided by financing activities at NW Holdings was primarily driven by higher issuances of long-term debt, and lower repayments on long-term debt, partially offset by higher payments on short-term debt and lower proceeds from common stock issuances.

The decrease at NW Natural was primarily attributable to a decrease in short-term debt borrowings, net of cash contributions received from parent.

Capital Structure

NW Holdings' long-term goal is to maintain a strong and balanced consolidated capital structure. NW Natural targets a regulatory capital structure of 50% common equity and 50% long-term debt, which is consistent with approved regulatory allocations in Oregon, which has an allocation of 50% common equity and 50% long-term debt without recognition of short-term debt.

When additional capital is required, debt or equity securities are issued depending on both the target capital structure and market conditions. These sources of capital are also used to fund long-term debt retirements and short-term commercial paper maturities. See "Liquidity and Capital Resources" below and Note 9. Achieving our target capital structure and maintaining sufficient liquidity to meet operating requirements is necessary to maintain attractive credit ratings and provide access to the capital markets at reasonable costs.

NW Holdings' consolidated capital structure, excluding short-term debt, was as follows:


	June 30,				December 31,
	2025		2024		2024
Common equity	39.6	%	46.1	%	44.8	%
Long-term debt (including current maturities)	60.4		53.9		55.2
Total	100.0	%	100.0	%	100.0	%

NW Natural's consolidated capital structure, excluding short-term debt, was as follows:


	June 30,				December 31,
	2025		2024		2024
Common equity	52.6	%	48.1	%	49.2	%
Long-term debt (including current maturities)	47.4		51.9		50.8
Total	100.0	%	100.0	%	100.0	%

As of June 30, 2025 and 2024, and December 31, 2024, NW Holdings' consolidated capital structure included common equity of 38.0%, 44.8% and 42.4%; long-term debt of 54.2%, 52.5% and 51.4%; and short-term debt including current maturities of long-term debt of 7.8%, 2.7% and 6.2%, respectively. As of June 30, 2025 and 2024, and December 31, 2024, NW Natural's consolidated capital structure included common equity of 52.6%, 48.1%, and 46.9%; long-term debt of 46.4%, 51.9% and 47.2%; and short-term debt including current maturities of long-term debt of 1.0%, 0.0%, and 5.9%, respectively.

Liquidity and Capital Resources

At June 30, 2025 and 2024, NW Holdings had approximately $102.6 million and $65.2 million, and NW Natural had approximately $82.9 million and $19.2 million of cash and cash equivalents, respectively. In order to maintain sufficient liquidity

during periods when capital markets are volatile, NW Holdings and NW Natural may elect to maintain higher cash balances and add short-term borrowing capacity. NW Holdings and NW Natural may also pre-fund their respective capital expenditures when long-term fixed rate environments are attractive. NW Holdings and NW Natural expect to have ample liquidity in the form of cash on hand and from operations and available credit capacity under credit facilities to support funding needs.

ATM Equity Program

In August 2021, NW Holdings initiated an at-the-market (ATM) equity program by entering into an equity distribution agreement under which NW Holdings issued and sold from time to time shares of common stock, no par value, having an aggregate gross sales price of up to $200 million. In August 2024, the Finance Committee of the NW Holdings' Board of Directors authorized NW Holdings' sale of an additional $200 million in the aggregate gross sales price under the ATM equity program, with the result that a total of $400 million in the aggregate gross sales price has been authorized for issuance and sale under the ATM equity program. NW Holdings is under no obligation to offer and sell common stock under the ATM equity program, which the Finance Committee of the NW Holdings' Board of Directors has authorized through August 2027. Any shares of common stock offered under the ATM equity program are registered on NW Holdings’ universal shelf registration statement filed with the SEC, which expires August 2027, or will be registered on a subsequent registration statement to be filed by NW Holdings.

NW Holdings

For NW Holdings, short-term liquidity is primarily provided by cash balances, dividends from its operating subsidiaries, proceeds from the sale of commercial paper notes, as well as a multi-year credit facility, and short-term credit facilities. NW Holdings also has a universal shelf registration statement filed with the SEC for the issuance of debt and equity securities. NW Holdings long-term debt and equity issuances are primarily used to provide equity contributions to NW Holdings’ operating subsidiaries for operating and capital expenditures and other corporate purposes. NW Natural also has a universal shelf registration statement filed with the SEC for the issuance of debt securities. NW Holdings' issuance of securities is not subject to regulation by state public utility commissions, but the dividends from NW Natural to NW Holdings are subject to regulatory ring-fencing provisions. NW Holdings guarantees the debt of its wholly-owned subsidiary, NWN Water. See "Long-Term Debt" below for more information regarding NWN Water debt.

As part of the ring-fencing conditions agreed upon with the OPUC and WUTC in connection with the holding company reorganization, NW Natural may not pay dividends or make distributions to NW Holdings if NW Natural’s credit ratings and common equity ratio, defined as the ratio of equity to long-term debt, fall below specified levels. If NW Natural’s long-term secured credit ratings are below A- for S&P and A3 for Moody’s, dividends may be issued so long as NW Natural’s common equity ratio is 45% or more. If NW Natural’s long-term secured credit ratings are below BBB for S&P and Baa2 for Moody’s, dividends may be issued so long as NW Natural’s common equity ratio is 46% or more. Dividends may not be issued if NW Natural’s long-term secured credit ratings are BB+ or below for S&P or Ba1 or below for Moody’s, or if NW Natural’s common equity ratio is below 44%, where the ratio is measured using common equity and long-term debt excluding imputed debt or debt-like lease obligations. In each case, common equity ratios are determined based on a preceding or projected 13-month average. In addition, there are certain OPUC notice requirements for dividends in excess of 5% of NW Natural’s retained earnings, or more than 10% of its retained earnings over a six-month period, and for special cash dividends paid in addition to regularly quarterly dividends.

Additionally, if NW Natural’s common equity (excluding goodwill and equity associated with non-regulated assets), on a preceding or projected 13-month average basis, is less than 46% of NW Natural’s capital structure, NW Natural is required to notify the OPUC, and if the common equity ratio falls below 44%, file a plan with the OPUC to restore its equity ratio to 44%. This condition is designed to ensure NW Natural continues to be adequately capitalized under the holding company structure. Under the WUTC order, the average common equity ratio must not exceed 56%.

At June 30, 2025, NW Natural satisfied the ring-fencing provisions described above.

Based on several factors, including current cash reserves, committed credit facilities, its ability to receive dividends from its operating subsidiaries, in particular NW Natural, and an expected ability to issue long-term debt and equity securities in the capital markets, NW Holdings believes its liquidity is sufficient to meet anticipated cash requirements, including all contractual obligations, investing, and financing activities as discussed in "Cash Flows" below, for at least the next 12 calendar months beginning April 1, 2025 and beyond such 12-month period based on NW Holdings' current business plans.

NW HOLDINGS DIVIDENDS. Quarterly dividends have been paid on common stock each year since NW Holdings’ predecessor’s stock was first issued to the public in 1951. Annual common stock dividend payments per share, adjusted for stock splits, have increased each year since 1956. The declarations and amount of future dividends to shareholders will depend upon earnings, cash flows, financial condition, NW Natural’s ability to pay dividends to NW Holdings and other factors. The amount and timing of dividends payable on common stock is at the sole discretion of the NW Holdings Board of Directors.

Dividend highlights include:


	Three Months Ended June 30,				Six Months Ended June 30,					QTD Change	YTD Change
Per common share	2025		2024			2025		2024
Dividends paid	$	0.4900	$	0.4875		$	0.9800	$	0.9750		$	0.0025	$	0.0050

In July 2025, the Board of Directors of NW Holdings declared a quarterly dividend on NW Holdings common stock of $0.4900 per share. The dividend is payable on August 15, 2025 to shareholders of record on July 31, 2025, reflecting an annual indicated dividend rate of $1.96 per share.

NW Natural

For the NWN Gas Utility business segment, short-term borrowing requirements typically peak during colder winter months when NWN Gas Utility borrows money to cover the lag between natural gas purchases and bill collections from customers. Short-term liquidity for the NWN Gas Utility business is primarily provided by cash balances, internal cash flow from operations, proceeds from the sale of commercial paper notes, as well as available cash from multi-year credit facilities, short-term credit facilities, company-owned life insurance policies, the sale of long-term debt, and equity contributions from NW Holdings. NW Natural's long-term debt and contributions from NW Holdings are primarily used to finance NWN Gas Utility capital expenditures, refinance maturing debt, and provide temporary funding for other general corporate purposes of the NWN Gas Utility business.

Based on its current debt ratings (see "Credit Ratings" below), NW Natural has been able to issue commercial paper and long-term debt at attractive rates. In the event NW Natural is not able to issue new long-term debt due to adverse market conditions or other reasons, NW Natural expects that near-term liquidity needs can be met using internal cash flows, issuing commercial paper, receiving equity contributions from NW Holdings, or drawing upon a committed credit facility. NW Natural also has a universal shelf registration statement filed with the SEC for the issuance of secured and unsecured debt securities.

In the event NW Natural senior unsecured long-term debt ratings are downgraded, or outstanding derivative positions exceed a certain credit threshold, counterparties under derivative contracts could require NW Natural to post cash, a letter of credit, or other forms of collateral, which could expose NW Natural to additional cash requirements and may trigger increases in short-term borrowings while in a net loss position. NW Natural was not required to post collateral at June 30, 2025. See "Credit Ratings" below and Note 15.

Other items that may have a significant impact on NW Natural's liquidity and capital resources include NW Natural's pension contribution requirements and environmental expenditures. For additional information, see Part II, Item 7 "Financial Condition" in the 2024 Form 10-K.

NWN Renewables Gas Purchase Agreements

NWN Renewables is an unregulated subsidiary of NW Natural Holdings established to pursue unregulated RNG activities. In September 2021, a subsidiary of NWN Renewables, Ohio Renewables, and a subsidiary of EDL, a global producer of sustainable distributed energy, executed agreements to secure RNG supply from two production facilities that are designed to convert landfill waste gases to RNG (EDL Facilities). The first facility was completed and commenced delivery of RNG to Ohio Renewables in September 2024. Upon reaching this milestone, Ohio Renewables paid approximately $26.0 million to the EDL subsidiary. The second facility was completed and commenced delivery of RNG to Ohio Renewables in December 2024 at which point Ohio Renewables made an additional payment of $25.4 million to the EDL subsidiary.

Alongside these development agreements, Ohio Renewables and the subsidiary of EDL executed agreements for Ohio Renewables to purchase up to an annual specified amount of RNG produced by the EDL Facilities over a 20-year period at a contractually specified price. Under the amended agreements, we currently estimate the amount of RNG purchases based on prices and quantities specified in the agreements to be as follows: approximately $18.9 million in 2025, $18.9 million in 2026, $22.8 million in 2027, $22.8 million in 2028, $24.1 million in 2029 and $532.6 million thereafter.

NWN Renewables Gas Sale Agreements

Ohio Renewables has contracted to sell RNG produced by the EDL Facilities up to certain specified volumes in each of calendar years 2024 through 2026 to an investment-grade counterparty. We currently estimate RNG volumes to be sold pursuant to this agreement to be approximately 2,430,000 MMbtu over the life of the agreement, provided that such amounts of RNG are produced by the EDL Facilities during that period.

Ohio Renewables additionally has contracted to sell a fixed-volume amount of RNG under a long-term agreement with an investment-grade utility beginning in 2025 and extending through 2042. Amounts to be delivered under this agreement are estimated to be 112,500 MMbtu in 2025, 375,000 MMbtu in 2026, 1,950,000 MMbtu annually in 2027 through 2034, and 2,775,000 MMbtu annually in years 2035 through 2042. Under the current contract, if less than 75% of the contracted volumes of RNG are not delivered on an annual basis, Ohio Renewables is obligated to pay the per MMbtu price for volumes between the amount delivered and 75% of the contracted volumes on an annual basis.

NWN Gas Utility Collective Bargaining Agreement

At December 31, 2024, 626 of NW Natural's natural gas distribution employees were members of the Office and Professional Employees International Union (OPEIU) Local No. 11. In May 2024, union employees ratified a new collective bargaining agreement that took effect on June 1, 2024, expires on May 31, 2028, and is effective thereafter from year to year unless either party serves notice of its intent to negotiate modifications to the collective bargaining agreement. The terms of the collective bargaining agreement include the following items: a 6.0% wage increase effective June 1, 2024 and scheduled wage increases effective December 1 of each subsequent year of 4.0%; a 401(k) contribution of 4% for employees hired after our pension plan was closed on December 31, 2009; and a 401(k) match of 50% of the first 8% of savings.

Short-Term Debt

The primary source of short-term liquidity for NW Holdings is cash balances, dividends from its operating subsidiaries, in particular NW Natural, proceeds from the sale of commercial paper notes, available cash from a multi-year credit facility, and short-term credit facilities it may enter into from time to time.

The primary source of short-term liquidity for NW Natural is from the sale of commercial paper, available cash from a multi-year credit facility, and short-term credit facilities it may enter into from time to time. In addition to issuing commercial paper or entering into bank loans to meet working capital requirements, including seasonal requirements to finance gas purchases and accounts receivable, short-term debt may also be used to temporarily fund capital requirements. For NW Natural, commercial paper and bank loans are periodically refinanced through the sale of long-term debt or equity contributions from NW Holdings. Commercial paper, when outstanding, is sold through two commercial banks under an issuing and paying agency agreement and is supported by one or more unsecured revolving credit facilities. See “Credit Agreements” below.

At June 30, 2025, June 30, 2024 and December 31, 2024, short-term debt consisted of the following:


	June 30, 2025				June 30, 2024				December 31, 2024
In millions	Balance Outstanding		Weighted Average Interest Rate(1)		Balance Outstanding		Weighted Average Interest Rate(1)		Balance Outstanding		Weighted Average Interest Rate(1)
NW Natural:
NW Natural commercial paper	$	—	—	%	$	—	—	%	$	136.5	4.8	%
NW Holdings commercial paper	157.4		4.8	%	—		—	%	—		—	%
NW Holdings credit agreement	—		—	%	79.0		6.4	%	33.6		5.5	%
Total short-term debt	$	157.4			$	79.0			$	170.1

(1) Weighted average interest rate on outstanding short-term debt

Commercial Paper

On March 21, 2025, NW Holdings initiated a commercial paper program. At June 30, 2025, there was $157.4 million outstanding at NW Holdings and no commercial paper outstanding at NW Natural.

SiEnergy Revolving Credit Facility

On January 7, 2025, NW Holdings acquired all of the issued and outstanding limited liability company interest of SiEnergy. SiEnergy's subsidiary, SiEnergy Holding, LLC (formerly Si Investment Co., LLC) (SiEnergy Holding), has a revolving credit facility (the Revolving Facility) and a term loan credit facility (the Delayed Draw Term Loan Facility) under its Amended Credit Agreement dated December 22, 2020 between SiEnergy, its subsidiaries SiEnergy Holding, SiEnergy Gas, LLC (formerly SiEnergy, L.P.), Terra Transmission, LLC, SiEnergy Power Solutions, LLC, and SiEnergy GP, L.L.C., and ING Capital LLC, as administrative agent and L/C Issuer (as defined therein), and the lenders party thereto (as amended, the Amended Credit Agreement). The Delayed Draw Term Loan Facility is described below in the Long-Term Debt section. The Revolving Facility has aggregate commitments of $5.0 million, including a letter of credit sublimit of $1.0 million. SiEnergy Holding is required to pay upfront fees, structuring fees, annual administrative fees, commitment fees, letter of credit fees and certain other fees. Loans extended under the Facilities bear interest at a per annum rate equal to the sum of (a) either (i) the Base Rate, as defined in the Amended Credit Agreement (the Base Rate), or (ii) term SOFR with a one-, three- or six-month tenor; plus (b) the Applicable Margin. The Applicable Margin is 0.750% with respect to Base Rate loans and 1.750% with respect to SOFR loans. At June 30, 2025, there were no borrowings on the Revolving Facility.

Acquisition Bridge Facility

Credit Agreements

NW Holdings

At June 30, 2025, NW Holdings had a $200 million sustainability-linked credit agreement, with a feature that allows it to request increases in the total commitment amount, up to a maximum of $300 million. In December 2024, the maturity date of the agreement was extended to November 3, 2027, with an available extension of commitments for one additional one-year period, subject to lender approval.

All lenders under the NW Holdings credit agreement are major financial institutions with committed balances and investment grade credit ratings as of June 30, 2025 as follows:


In millions
Lender rating, by category	Loan Commitment
AA/Aa	$	200

Total	$	200

Based on credit market conditions, it is possible one or more lending commitments could be unavailable to NW Holdings if the lender defaulted due to lack of funds or insolvency; however, NW Holdings does not believe this risk to be imminent due to the lenders' strong investment-grade credit ratings. NW Holdings did not have any outstanding balances drawn under the NW Holdings credit agreement at June 30, 2025. At June 30, 2024 and December 31, 2024, $79.0 million and $33.6 million were drawn under the NW Holdings credit agreement, respectively.

The NW Holdings credit agreement permits the issuance of letters of credit in an aggregate amount of up to $40 million. The principal amount of borrowings under the credit agreement is due and payable on the maturity date. The credit agreement requires NW Holdings to maintain a consolidated indebtedness to total capitalization ratio of 70% or less. Failure to comply with this covenant would entitle the lenders to terminate their lending commitments and accelerate the maturity of all amounts outstanding. NW Holdings was in compliance with this covenant at June 30, 2025 and 2024, with consolidated indebtedness to total capitalization ratios of 58.5% and 55.1%, respectively.

The NW Holdings credit agreement also requires NW Holdings to maintain debt ratings (which are defined by a formula using NW Natural's credit ratings in the event NW Holdings does not have a credit rating) with Standard & Poor's (S&P) and Moody's Investors Service, Inc. (Moody’s) and notify the lenders of any change in its senior unsecured debt ratings or senior secured debt ratings, as applicable, by such rating agencies. A change in NW Holdings' debt ratings by S&P or Moody’s is not an event of default, nor is the maintenance of a specific minimum level of debt rating a condition of drawing upon the credit agreement. Rather, interest rates on any loans outstanding under the credit agreements are tied to debt ratings and therefore, a change in the debt rating would increase or decrease the cost of any loans under the credit agreements when ratings are changed. NW Holdings maintains a credit rating with S&P of A- and does not currently maintain ratings with Moody's.

NW Holdings had no letters of credit issued and outstanding under the NW Holdings credit agreement at June 30, 2025 and 2024.

NW Natural

At June 30, 2025, NW Natural had a sustainability-linked multi-year credit agreement for unsecured revolving loans totaling $400 million, with a feature that allows NW Natural to request increases in the total commitment amount, up to a maximum of $600 million. In December 2024, the maturity date of the agreement was extended to November 3, 2027 with an available extension of commitments for one additional one-year period, subject to lender approval.

All lenders under the NW Natural credit agreement are major financial institutions with committed balances and investment grade credit ratings as of June 30, 2025 as follows:


In millions
Lender rating, by category	Loan Commitment
AA/Aa	$	400

Total	$	400

Based on credit market conditions, it is possible one or more lending commitments could be unavailable to NW Natural if the lender defaulted due to lack of funds or insolvency; however, NW Natural does not believe this risk to be imminent due to the lenders' strong investment-grade credit ratings. NW Natural did not have any outstanding balances drawn under the NW Natural credit agreement at June 30, 2025, June 30, 2024 and December 31, 2024.

The NW Natural credit agreement permits the issuance of letters of credit in an aggregate amount of up to $60 million. The principal amount of borrowings under the credit agreement is due and payable on the maturity date. There were no outstanding balances under this credit agreement at June 30, 2025 or 2024. The credit agreement requires NW Natural to maintain a consolidated indebtedness to total capitalization ratio of 70% or less. Failure to comply with this covenant would entitle the lenders to terminate their lending commitments and accelerate the maturity of all amounts outstanding. NW Natural was in

compliance with this covenant at June 30, 2025 and 2024, with consolidated indebtedness to total capitalization ratios of 47.4% and 51.9%, respectively.

The NW Natural credit agreement also requires NW Natural to maintain credit ratings with S&P and Moody’s and notify the lenders of any change in NW Natural's senior unsecured debt ratings or senior secured debt ratings, as applicable, by such rating agencies. A change in NW Natural's debt ratings by S&P or Moody’s is not an event of default, nor is the maintenance of a specific minimum level of debt rating a condition of drawing upon the credit agreement. Rather, interest rates on any loans outstanding under the credit agreement are tied to debt ratings and therefore, a change in the debt rating would increase or decrease the cost of any loans under the credit agreement when ratings are changed. See "Credit Ratings" below.

NW Natural had no letters of credit issued and outstanding under the NW Natural credit agreement at June 30, 2025 and 2024.

SiEnergy

On January 7, 2025, NW Holdings acquired all of the issued and outstanding limited liability company interest of SiEnergy. SiEnergy's subsidiary, SiEnergy Holding, has a revolving credit facility (the Revolving Facility) that in aggregate has commitments of $5.0 million, including a letter of credit sublimit of $1.0 million. SiEnergy Holding is required to pay upfront fees, structuring fees, annual administrative fees, commitment fees, letter of credit fees and certain other fees. Loans extended under the Facilities bear interest at a per annum rate equal to the sum of (a) either (i) the Base Rate, as defined in the Amended Credit Agreement (the Base Rate), or (ii) term SOFR with a one-, three- or six-month tenor; plus (b) the Applicable Margin. The Applicable Margin is 0.750% with respect to Base Rate loans and 1.750% with respect to SOFR loans. At June 30, 2025, there were no borrowings on the Revolving Facility.

Letters of Credit Facility

In January 2024, NW Natural entered into an Uncommitted Letter of Credit and Reimbursement Agreement (LC Reimbursement Agreement), pursuant to which NW Natural agreed to reimburse each Lender acting as an issuing bank (Issuing Bank) thereunder for disbursements in respect of letters of credit (Letters of Credit) issued pursuant to the LC Reimbursement Agreement from time to time. The Company expects to use Letters of Credit issued under the facility created by the LC Reimbursement Agreement (LC Facility) primarily to support its participation in Washington Climate Commitment Act cap-and-invest program auctions.

Although there is no expressly stated maximum amount of Letters of Credit that can be issued or outstanding under the LC Facility, under current regulatory authority from the OPUC, the aggregate sum of Letters of Credit outstanding and available to be drawn under the LC Reimbursement Agreement may not exceed $100 million at any one time. The Issuing Banks have no commitment to issue Letters of Credit under the LC Facility and will have the discretion to limit and condition the terms for the issuance of Letters of Credit (including maximum face amounts) in their sole discretion.

The LC Reimbursement Agreement requires NW Natural to maintain certain ratings with S&P and Moody’s. NW Natural must also notify the Administrative Agent and Lenders of any change in the S&P or Moody’s Ratings, although any such change is not an event of default.

The LC Reimbursement Agreement prohibits NW Natural from permitting Consolidated Indebtedness to be greater than 70% of Total Capitalization, each as defined therein and calculated as of the end of each fiscal quarter of NW Natural. Failure to comply with this financial covenant would constitute an Event of Default under the LC Reimbursement Agreement. The occurrence of this or any other Event of Default would entitle the Administrative Agent to require cash collateral for the LC Exposure, as defined in the LC Reimbursement Agreement, and to exercise all other rights and remedies available to it and the Lenders under the Credit Documents, as defined in the LC Reimbursement Agreement, and under applicable law.

There were no letter of credits issued or outstanding under the LC reimbursement agreement at June 30, 2025.

Credit Ratings

NW Holdings credit ratings are a factor of liquidity, potentially affecting access to the capital markets. NW Natural and SiEnergy's credit ratings also have an impact on the cost of funds.

The following table summarized NW Holdings' current credit ratings:


						S&P
Commercial paper (short-term debt)						A-2
Junior subordinated debentures						BBB
Issuer credit rating						A-
Ratings outlook						Stable

The following table summarizes NW Natural's current credit ratings:

S&P

Moody's

Commercial paper (short-term debt)

A-1

P-2

Senior secured (long-term debt)

AA-

Senior unsecured (long-term debt)

n/a

Baa1

Issuer credit rating

A+

n/a

Ratings outlook

Stable

The following table summarizes SiEnergy's current credit ratings:


						S&P
Issuer credit rating (SiEnergy Holding, LLC, formerly Si Investment Co., LLC)						BBB+
Issuer credit rating (SiEnergy Gas, LLC, formerly SiEnergy, L.P.)						BBB+
Ratings outlook						Stable

The above credit ratings and ratings outlook are dependent upon a number of factors, both qualitative and quantitative, and are subject to change at any time. The disclosure of or reference to these credit ratings is not a recommendation to buy, sell or hold NW Holdings or NW Natural securities. Each rating should be evaluated independently of any other rating.

As part of the ring-fencing conditions agreed upon with the OPUC and WUTC in connection with the holding company reorganization, NW Holdings and NW Natural are required to maintain separate credit ratings, long-term debt ratings, and preferred stock ratings, if any.

Long-Term Debt

SiEnergy Delayed Draw Term Loan Facility

On January 7, 2025, NW Holdings acquired all of the issued and outstanding limited liability company interest of SiEnergy. SiEnergy's subsidiary, SiEnergy Holding, has a term loan credit facility (the Delayed Draw Term Loan Facility), on a delayed draw basis, which had initial aggregate commitments, as amended, of $200.0 million, of which $33.3 million remained in effect as of June 30, 2025. As of June 30, 2025, the outstanding principal balance of the Delayed Draw Term Loan Facility is $148.1 million.

Under the Amended Credit Agreement, SiEnergy Holding is required to pay upfront fees, structuring fees, annual administrative fees, commitment fees, letter of credit fees and certain other fees. Loans extended under the Facilities bear interest at a per annum rate equal to the sum of (a) either (i) the Base Rate, as defined in the Amended Credit Agreement (the Base Rate), or (ii) term SOFR with a one-, three- or six-month tenor; plus (b) the Applicable Margin. The Applicable Margin is 0.750% with respect to Base Rate loans and 1.750% with respect to SOFR loans.

Loans borrowed under the Delayed Draw Term Loan Facility from time to time become funded term loans (Funded Term Loans), which are subject to required amortization, once per year. SiEnergy Holding is required to make principal payments with respect to Funded Term Loans in equal quarterly installments in an amount sufficient to amortize such loans over a period of 25 years. In addition, the Facilities are subject to certain mandatory prepayments, including in connection with certain asset sales or casualty or that result in Loan Parties’ receipt of certain insurance or condemnation proceeds. The Facility mature on December 22, 2026.

Issuance of Long-Term Debt

At June 30, 2025, NW Holdings and NW Natural had long-term debt outstanding of $2,228.2 million and $1,365.7 million, respectively, which included $14.1 million and $9.0 million of unamortized debt issuance costs at NW Holdings and NW Natural, respectively. NW Holdings' long-term debt primarily consists of the following items:

•NW Natural's long-term debt, which consists of FMBs with maturity dates ranging from 2025 through 2053, interest rates ranging from 2.8% to 7.9%, and a weighted average interest rate of 4.6%;

•NW Holdings' Junior Subordinated Debentures with an interest rate of 7.0% and a maturity date of 2055;

•NW Holdings' unsecured senior bonds with maturity dates ranging from 2028 through 2034 and interest rates ranging from 5.5% to 5.9%, and a weighted average interest rate of 5.7%; and

•Term loans at SiEnergy, NWN Water and NW Holdings due in 2026.

$30.0 million of long-term debt is scheduled to mature over the next twelve months as of June 30, 2025 at NW Natural and $111.5 million at NW Holdings. See Part II, Item 7, "Financial Condition—Long-Term Debt" in the 2024 Form 10-K for long-term debt maturing over the next five years.

Interest Rate Swap Agreement

Bankruptcy Ring-fencing Restrictions

As part of the ring-fencing conditions agreed upon with the OPUC and WUTC, NW Natural is required to have one director who is independent from NW Natural management and from NW Holdings and to issue one share of NW Natural preferred stock to an independent third party. NW Natural was in compliance with both of these ring-fencing provisions as of June 30, 2025. NW Natural may file a voluntary petition for bankruptcy only if approved unanimously by the Board of Directors of NW Natural, including the independent director, and by the holder of the preferred share.

Contingent Liabilities

Loss contingencies are recorded as liabilities when it is probable a liability has been incurred and the amount of the loss is reasonably estimable in accordance with accounting standards for contingencies. See “Application of Critical Accounting Policies and Estimates” in the 2024 Form 10-K. At June 30, 2025, NW Natural's total estimated liability related to environmental sites is $150.5 million. See "Results of Operations—Regulatory Matters—Rate Mechanisms—Environmental Cost Deferral and Recovery" in the 2024 Form 10-K and Note 17.

APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

In preparing financial statements in accordance with U.S. GAAP, management exercises judgment to assess the potential outcomes and related accounting impacts in the selection and application of accounting principles, including making estimates and assumptions that affect reported amounts of assets, liabilities, revenues, expenses, and related disclosures in the financial statements. Management considers critical accounting policies to be those which are most important to the representation of financial condition and results of operations and which require management’s most difficult and subjective or complex judgments, including accounting estimates that could result in materially different amounts if reported under different conditions or if they used different assumptions. Our most critical estimates and judgments for both NW Holdings and NW Natural include accounting for:

•regulatory accounting;

•revenue recognition;

•derivative instruments and hedging activities;

•pensions and postretirement benefits;

•income taxes;

•environmental contingencies; and

•impairment of long-lived assets and goodwill.

There have been no material changes to the information provided in the 2024 Form 10-K with respect to the application of critical accounting policies and estimates. See Part II, Item 7, "Application of Critical Accounting Policies and Estimates," in the 2024 Form 10-K.

Management has discussed its current estimates and judgments used in the application of critical accounting policies with the Audit Committees of the Boards of NW Holdings and NW Natural. Within the context of critical accounting policies and estimates, management is not aware of any reasonably likely events or circumstances that would result in materially different amounts being reported. For a description of recent accounting pronouncements that could have an impact on financial condition, results of operations or cash flows, see Note 2.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

NW Holdings and NW Natural are exposed to various forms of market risk including commodity supply risk, commodity price risk, interest rate risk, foreign currency risk, credit risk and weather risk. Management monitors and manages these financial exposures as an integral part of NW Holdings' and NW Natural's overall risk management program. No material changes have occurred related to disclosures about market risk for the six months ended June 30, 2025. For additional information, see Part II, Item 1A, “Risk Factors” in this report and Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” in the 2024 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

NW Holdings and NW Natural management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, completed an evaluation of the effectiveness of the design and operation of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer of each registrant have concluded that, as of the end of the period covered by this report, disclosure controls and procedures were effective to ensure that information required to be disclosed by each such registrant and included in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management of each registrant, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control Over Financial Reporting

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

There were no changes in NW Holdings' or NW Natural's internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting for NW Holdings and NW Natural, except as noted below.

On January 7, 2025, we completed the acquisition of SiEnergy. See Note 14 to the Consolidated Financial Statements for additional information. In connection with the integration of SiEnergy, we are in the process of analyzing and evaluating internal controls over financial reporting. This process may result in additions or changes to our internal control over financial reporting.

We plan to exclude SiEnergy's operations from the scope of our annual assessment of the effectiveness of internal control over financial reporting for the year ended December 31, 2025 in accordance with the Securities and Exchange Commission guidance. Such guidance permits management to omit an assessment of an acquired business'internal control over financial reporting from management's assessment of internal control over financial reporting for a period not to exceed one year.

The statements contained in Exhibit 31.1, Exhibit 31.2, Exhibit 31.3, and Exhibit 31.4 should be considered in light of, and read together with, the information set forth in this Item 4(b).

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Other than the proceedings disclosed in Note 17 to our unaudited condensed consolidated financial statements included in Part I, Item 1 and those proceedings disclosed in Part I, Item 3, “Legal Proceedings” in the 2024 Form 10-K, which are incorporated by reference, we have only nonmaterial litigation, or litigation that occurs in the ordinary course of our business.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, "Risk Factors" in the 2024 Form 10-K, which could materially affect our business, financial condition, or results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information about purchases of NW Holdings' equity securities that are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, during the quarter ended June 30, 2025:


Issuer Purchases of Equity Securities
Period	Total Number of Shares Purchased(1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(2)
Balance forward				2,124,528	$	150,000,000
04/01/25-04/30/25	—	—		—	—
05/01/25-05/31/25	—	—		—	—
06/01/25-06/30/25	—	—		—	—
Total	—	$	—	2,124,528	$	150,000,000

(1)During the quarter ended June 30, 2025, no shares of common stock were purchased on the open market to meet the requirements of NW Holdings' Dividend Reinvestment and Direct Stock Purchase Plan. During the quarter ended June 30, 2025, no shares of NW Holdings common stock were purchased on the open market to meet the requirements of share-based compensation programs.

(2)During the quarter ended June 30, 2025, no shares of NW Holdings common stock were repurchased pursuant to the Board-approved share repurchase program. On May 29, 2024, NW Holdings disclosed that effective May 23, 2024, NW Holdings' Board authorized a new share repurchase program under which NW Holdings may repurchase in open market or privately negotiated transactions up to an aggregate of 5 million shares or an amount not to exceed $150 million. The new share repurchase program is authorized to continue until the program is used, terminated or replaced. The repurchase program replaces the Company’s previously authorized share repurchase program, which commenced in 2000 and authorized the repurchase of up to 2.8 million shares, or an amount not to exceed $100 million, in the aggregate. For more information on our repurchase program, refer to Note 5 in the 2024 Form 10-K.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

From time to time, our officers (as defined in Rule 16a-1(f) of the Exchange Act) and directors may enter into Rule 10b5-1 or

non-Rule 10b5-1 trading arrangements (as each such term is defined in Item 408 of Regulation S-K). During the three months ended June 30, 2025, none of our officers or directors adopted or terminated any such trading arrangements.

ITEM 6. EXHIBITS

See the Exhibit Index below, which is incorporated by reference herein.

NORTHWEST NATURAL GAS COMPANY

NORTHWEST NATURAL HOLDING COMPANY

Exhibit Index to Quarterly Report on Form 10-Q

For the Quarter Ended June 30, 2025


Exhibit Index
Exhibit Number			Document
*3.1			Amended and Restated Bylaws of Northwest Natural Holding Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed July 25 , 2025, File No. 1-38681)

3.2			Amended and Restated Bylaws of Northwest Natural Gas Company

10.1			Deferred Compensation Plan for Directors and Executives, effective January 1, 2005, restated as of August 1, 2025.

*10.2			Northwest Natural Holding Company Long Term Incentive Plan, as amended as of October 1, 2018, February 23, 2023 and February 22, 2024, and May 22, 2025 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed May 27, 2025, File No. 1-38681).

31.1			Certification of Principal Executive Officer of Northwest Natural Gas Company Pursuant to Rule 13a-14(a)/15-d-14(a), Section 302 of the Sarbanes-Oxley Act of 2002.

31.2			Certification of Principal Financial Officer of Northwest Natural Gas Company Pursuant to Rule 13a-14(a)/15-d-14(a), Section 302 of the Sarbanes-Oxley Act of 2002.

31.3			Certification of Principal Executive Officer of Northwest Natural Holding Company Pursuant to Rule 13a-14(a)/15-d-14(a), Section 302 of the Sarbanes-Oxley Act of 2002.

31.4			Certification of Principal Financial Officer of Northwest Natural Holding Company Pursuant to Rule 13a-14(a)/15-d-14(a), Section 302 of the Sarbanes-Oxley Act of 2002.

**32.1			Certification of Principal Executive Officer and Principal Financial Officer of Northwest Natural Gas Company Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

**32.2			Certification of Principal Executive Officer and Principal Financial Officer of Northwest Natural Holding Company Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101			The following materials formatted in Inline Extensible Business Reporting Language (Inline XBRL): (i) Consolidated Statements of Income; (ii) Consolidated Balance Sheets; (iii) Consolidated Statements of Cash Flows; and (iv) Related notes. The instance document does not appear in the interactive data file because XBRL tags are embedded within the Inline XBRL document.

104			The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL.

* Incorporated by reference as indicated.

** Pursuant to Item 601(b)(32)(ii) of Regulation S-K, this certification is furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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 thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company and its subsidiaries.

NORTHWEST NATURAL GAS COMPANY

(Registrant)


Dated:	August 5, 2025
		/s/ Brody J. Wilson
		Brody J. Wilson
		Principal Accounting Officer
		Vice President, Treasurer, Chief Accounting Officer and Controller

NORTHWEST NATURAL HOLDING COMPANY

(Registrant)


Dated:	August 5, 2025
		/s/ Brody J. Wilson
		Brody J. Wilson
		Principal Accounting Officer
		Vice President, Treasurer, Chief Accounting Officer and Controller

Document

EXHIBIT 3.2

AMENDED AND RESTATED BYLAWS
OF
NORTHWEST NATURAL GAS COMPANY

ARTICLE I.

OFFICES

Section 1. Office. The principal office of the company shall be located in the City of Portland, Oregon. The company also may have offices at such other places both within and without the State of Oregon as the board of directors from time to time may determine.

Section 2. Registered Office. The registered office of the company required by law to be maintained in the state shall be at the same location as the principal office unless otherwise designated by resolution of the board of directors.

ARTICLE II.

MEETINGS OF SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of shareholders of the company for the election of directors and for the transaction of other business shall be held at such place, either within or without Oregon, or solely or partially by means of remote communication in accordance with Oregon law, in each case, as shall be determined by the board of directors and at such date and time as may be designated by the board of directors and specified in the notice of meeting.

Section 2. Special Meetings. Special meetings of the shareholders of the company may be called by (i) the board of directors or (ii) the secretary of the company, following their receipt of one or more written demands in valid and proper form to call a special meeting of the shareholders (a “Special Meeting Request Notice”), in accordance with and subject to this Section 2, from shareholders of record as of the record date fixed in accordance with this Section 2 who hold not less than one-tenth of all shares entitled to vote at the meeting (the “Requisite Percentage”). To be in valid and proper form, a Special Meeting Request Notice must: (i) set forth the name and address of each requesting shareholder as they appear in the company’s books; (ii) include a description of the specific purpose or purposes for which the requested meeting is to be held; and (iii) include the information required to be included in a shareholder’s notice pursuant to Section 10(d) or Section 11(c), as applicable, of this Article II. No shareholder may submit a Special Meeting Request Notice demanding that the secretary of the company call a special meeting of shareholders pursuant to this Section 2 unless such shareholder has first submitted a request in writing that the board of directors fix a record date (a “Demand Record Date”) for the purpose of determining the shareholders entitled to demand that the secretary of the company call such special meeting, which request for a Demand Record Date shall be delivered to, or mailed and received by, the secretary of the company at the principal executive offices of the company. Within 10 days after receipt of a request to fix a Demand Record Date from any shareholder of record, the board of directors may adopt a resolution fixing a Demand Record Date for the purpose of determining the shareholders entitled to demand that the secretary of the company call a special meeting, which date shall not precede the date upon which the resolution fixing the Demand Record Date is adopted by the board of directors and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no resolution fixing a Demand Record Date has been adopted by the board of directors within the 10-day period after the date on which such a request to fix a Demand Record Date was received, the Demand Record Date in respect thereof shall be deemed to be the 20th day after the date on which such a request was received. After receipt of a Special Meeting Request Notice in proper written form signed by a shareholder or shareholders of record collectively holding the Requisite Percentage in compliance with this Section 2, the board of directors shall duly call, and determine the place, date and time of, a special meeting of shareholders for the purpose or purposes and to conduct the business specified in the Special Meeting Request Notice. The board of directors shall provide written notice of such special meeting to the shareholders in accordance

with Article II, Section 3 of these bylaws. Each special meeting shall be held for such purposes at such place, either within or without Oregon, or solely or partially by means of remote communication in accordance with Oregon law, in each case, as shall be determined by the board of directors and at such date and time as may be designated by the board of directors and specified in the notice of the meeting. The record date for notice and voting for such a special meeting shall be fixed in accordance with Article II, Section 4 of these bylaws. A shareholder may revoke a Special Meeting Request Notice by written revocation delivered to the secretary at any time prior to the related special meeting. If any such revocation(s) are received by the secretary after the secretary’s receipt of Special Meeting Request Notices from the Requisite Percentage of shareholders, and as a result of such revocation(s) there no longer are unrevoked Special Meeting Request Notices from the Requisite Percentage of shareholders, then the board of directors shall have the discretion to determine whether or not to proceed with such special meeting. Shareholders who nominate persons for election to the board of directors at a special meeting must also comply with the requirements set forth in Article II, Section 11 of these bylaws. Each applicable person (including the requesting shareholder(s) and any proposed nominee) shall update and supplement its Special Meeting Request Notice as necessary, from time to time, so that the information provided or required to be provided in such Special Meeting Request Notice shall continue to be true, correct and complete in all respects not only (i) as of the record date for determining the shareholders entitled to notice of the applicable special meeting; and (ii) as of the date that is 10 business days prior to the date of such special meeting (or any adjournment or postponement thereof), and such update and supplement shall be received by the secretary of the company not later than the earlier of (i) five business days following the occurrence of any event, development or occurrence that would cause the information provided in the Special Meeting Request Notice to be not true, correct and complete in all respects; or (ii) ten business days prior to the publicly disclosed date of the meeting at which such proposed business contained therein is to be considered; provided, however, that should any such event, development or occurrence take place within ten business days prior to such meeting, such update and supplement shall be received by the secretary of the company not later than one business day following any such event, development or occurrence. For the avoidance of doubt, the updates and supplements required pursuant to the previous sentence do not cause a Special Meeting Request Notice that was not true, correct and complete in all respects and in compliance with this Section 2 when first delivered to the company to thereafter be in proper form in accordance with this Section 2 and do not limit the Corporation’s rights with respect to any deficiencies in any Special Meeting Request Notice or information provided by such person. Notwithstanding the foregoing, the company shall not be required to convene a special meeting requested by shareholders if the Special Meeting Request Notice (i) relates to an item of business that is not a proper subject for action by a shareholder under applicable law or (ii) was made in a manner that involved a violation of Regulation 14A under the Securities Exchange Act of 1934 (together with the rules and regulations promulgated thereunder, in each case, as may be amended from time to time, the “Exchange Act”) or other applicable law.

Section 3. Notice. Written or printed notice stating the place, day and hour of the meeting, and, in case of a meeting to be held by remote communication, the means of remote communications authorized by the board of directors for participation in such meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the date of the meeting by or at the direction of the board of directors, to each shareholder of record entitled to vote at such meeting.

Section 4. Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 70 days and, in the case of a meeting of shareholders, not less than 10 days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is first mailed or the date on which the resolution of the board declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section 4, such determination shall apply to any adjournment thereof. Notwithstanding anything in this Section 4 to the contrary, a Demand Record Date shall be fixed in accordance with Article II, Section 2 of these bylaws.

Section 5. Record of Shareholders. The officer or agent having charge of the transfer books for shares of the company shall make, no later than two business days after notice of each meeting of shareholders is given, a complete record of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order with the address of and the number of shares held by each, which record, for a period beginning two business days after notice of such meeting is given and continuing through the meeting, shall be kept on file at the registered office of the company; provided that if the meeting is to be held solely by means of remote communications, such record may instead be kept on file on a reasonably accessible electronic network at the election of the company. Such record shall be subject to inspection by any shareholder at any time during usual business hours. Such record also shall be produced and kept open at the time and place (if any) of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original transfer books for shares shall be prima facie evidence as to who are the shareholders entitled to examine such record or transfer books or to vote at any meeting of the shareholders.

Section 6. Quorum. Unless otherwise required by law, a majority of the shares of the company entitled to vote, represented in person, by means of remote communication at a meeting held partially or completely by remote communication, or by proxy, shall constitute a quorum at all meetings of shareholders. If a quorum is present, in person, by means of remote communication, or by proxy, the votes cast in favor of a proposal must exceed the votes cast against such proposal to be an act of the shareholders, unless the vote of a greater number, or voting by classes, is required by law or the Restated Articles of Incorporation.

If a quorum shall not be represented at any meeting of shareholders, the meeting may be adjourned in the manner provided in Article II, Section 7 of these bylaws. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders represented at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 7. Adjournments and Postponements. Any meeting of the shareholders, annual or special, may be adjourned from time to time for any reason (including adjourning to address a technical failure to convene or continue a meeting using remote communication), whether or not a quorum is present, to reconvene at any other date or time and to the same or some other place and/or means of remote communication by the board of directors, the chair of the board of directors or the chair of the meeting. It shall not be necessary to notify any shareholder of any adjournment of less than 30 days if the new date, time, and place and/or means of remote communication for the meeting (i) are announced at the meeting before adjournment, (ii) displayed, during the time scheduled for the meeting, on the same electronic network used to enable shareholders to participate in the meeting by means of remote communication, or (iii) set forth in the notice of the original meeting, unless after the adjournment a new record date is fixed for the adjourned meeting; provided, however, that if a new record date for the adjourned meeting is fixed, or is required by law to be fixed, notice of the adjourned meeting shall be given to persons who are shareholders as of the new record date. A determination of shareholders entitled to notice of or to vote at a shareholders meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 30 days after the date fixed for the original meeting. At the adjourned meeting, the company may transact any business which might have been transacted at the original meeting. No meeting of the shareholders may be adjourned except in the manner provided in this Section 7. In addition, subject to applicable law, any meeting of the shareholders, including any special meeting validly and properly demanded by shareholders pursuant to Section 2 of this Article II, may be postponed or rescheduled by the board of directors at any time before such meeting has been convened. In no event shall any adjournment or postponement of a shareholders meeting (whether or not already publicly noticed) or the announcement thereof commence a new time period (or extend any time period) for the giving of a shareholder’s notice pursuant to Section 10 or Section 11 of this Article II or the Restated Articles of Incorporation, as applicable. For the avoidance of doubt, a shareholder shall not be permitted to make additional or substitute nominations following the expiration of the time periods set forth in Section 10 or Section 11 of this Article II or the Restated Articles of Incorporation, as applicable.

Section 8. Voting.

(a)Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or classes are limited or denied by law or the Restated Articles of Incorporation. At each election of directors, holders of shares of common stock have the right to cumulative voting as provided for in the Restated Articles of Incorporation. A shareholder may vote either in person, by means of remote communication at a meeting held partially or completely by remote communication, or by proxy. A shareholder may authorize a person or persons to act for the shareholder as proxy in any manner permitted by law. An authorization of a proxy is effective when received by the secretary of the company or other officer or agent authorized to tabulate votes.

(b)With respect to any question or matter brought before any meeting of shareholders, each of an abstention and a broker non-vote shall not be counted either as a vote for or against such question or matter and will therefore have no effect on the outcome of the vote on such question or matter, except as otherwise required by law. Any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board.

Section 9. Conduct of Meetings. Every meeting of shareholders shall be presided over by a chair of the meeting who shall be (w) the chair of the board, (x) in their absence, the vice-chair of the Board if that position be filled, (y) in their absence, the president, or (z) such other officer of the company designated by the board of directors. The minutes of such meeting shall be recorded by the secretary or an assistant secretary but, if neither be present, by a secretary appointed for that purpose by the chair of the meeting. The board of directors may adopt by resolution such rules and regulations for the conduct of meetings of shareholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the board of directors, the chair of any meeting of shareholders shall have the exclusive right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chair, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the board of directors or prescribed by the chair of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to shareholders of record of the company, their duly authorized and constituted proxies or such other persons as the chair of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; (e) limitations on the time allotted to questions or comments by participants; (f) determining the circumstances in which any person may make a statement or ask questions at such meeting; and (g) restricting the use of audio/video recording devices and cell phones at the meeting. Unless and to the extent determined by the board of directors or the chair of the meeting, meetings of shareholders shall not be required to be held in accordance with the rules of parliamentary procedure. The chair of the meeting shall announce at the meeting when the polls for each matter to be voted upon at the meeting will be opened and closed. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted.

Section 10. Proper Business for Meetings.

(a)No business, including nominations of persons for election to the board of directors, shall be conducted at any meeting of shareholders that has not been properly brought before the meeting in accordance with the procedures set forth in these bylaws. Any business proposed to be brought by a shareholder must also constitute a proper matter for shareholder action under applicable law.

(b)To be properly brought before a special meeting of shareholders, business must be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors or the persons calling the meeting, which, in the case of a special meeting validly and properly demanded by shareholders pursuant to Section 2 of this Article II shall be limited to (i) the purpose(s) stated in a valid and proper Special Meeting Request Notice received from a requesting shareholder for such meeting; and (ii) any additional matters that the board of directors determines to include in the company’s notice of such meeting.

(c)To be properly brought before an annual meeting of shareholders, business must be either (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of

directors, (ii) otherwise brought before the meeting by or at the direction of the board of directors or the chair of the board, or (iii) otherwise properly brought before the meeting by a shareholder of record entitled to vote at the applicable meeting and who otherwise complies with the requirements of these bylaws. In addition to any other applicable requirements (including, without limitation, requirements relating to solicitation of proxies and proposals of shareholders under the Exchange Act), for business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in proper written form to the secretary of the company and otherwise complied with the applicable requirements under these bylaws (including this Section 10). To be timely, a shareholder’s notice must be delivered to the secretary at the principal executive office of the company not earlier than 8:00 a.m. Eastern Time on the 120th day nor later than 5:00 p.m. Eastern Time on the 90th day prior to the first anniversary of the previous year’s annual meeting of shareholders; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days earlier or delayed (other than as a result of adjournment or postponement) by more than 30 days later than the anniversary of the previous year’s annual meeting, such notice by a shareholder to be timely must be delivered not earlier than 8:00 a.m. Eastern Time on the 120th day prior to such annual meeting nor later than 5:00 p.m. Eastern Time on the later of the 90th day prior to such annual meeting and the 10th day following the day on which public announcement of the date of such meeting is first made by the company (the “Proposal Notice Deadline”). For purposes of this section, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the company with the Securities and Exchange Commission.

(d)To be in proper written form, a shareholder’s notice to the secretary regarding business to be brought before a meeting of shareholders (a “Proposal Notice”) must set forth (i) one or more matters appropriate for shareholder action that the shareholder proposes to bring before the meeting; (ii) as to each matter of business: (A) a description of the matters desired to be brought before the meeting and the reasons for conducting such business at the meeting (including the text of any reasons for the proposed business that are proposed to be disclosed in any proxy statement or supplement thereto to be filed with the Securities and Exchange Commission (the “SEC”)), (B) the text of any proposal relating to such business, including (if applicable) the complete text of any resolutions proposed to be presented for consideration (and in the event such business includes a proposal to amend the Restated Articles of Incorporation or these bylaws, the language of the proposed amendment), (C) a description of any material interest of each Proposing Person (as defined below) in such business (including any anticipated benefit of such business to any Proposing Person other than solely as a result of its ownership of the company’s capital stock that is material to the Proposing Person individually or to the Proposing Persons in the aggregate), and (D) a statement that the shareholder is a holder of record of capital stock of the company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to bring such business before the meeting; and (iii) (A) the name and record address of the shareholder, as they appear on the company’s books, and the name and address of each other Proposing Person, (B) the class and number of shares of the company that each Proposing Person directly or indirectly owns beneficially or of record or is entitled to vote, including (1) the nominee holder for, and the number of, any such shares owned beneficially but not of record by such person, (2) the date of each purchase of such shares, the number of shares purchased and the per share purchase price paid on each such date, and (3) evidence of such beneficial or record ownership, (C) the Derivative Ownership Information with respect to each Proposing Person, (D) any material pending or threatened legal proceeding in which each Proposing Person is a party or material participant involving the company or any of its officers or directors, or any affiliate of the company, (E) any direct or indirect material interest in any material contract or agreement of each Proposing Person with the company or any affiliate of the company (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (F) any additional information relating to each Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act and (G) the written consent of each Proposing Person to the public disclosure of the information provided pursuant to these bylaws.

(e)The chair of the meeting shall have the power and duty (i) to determine whether any proposed business was properly brought before the meeting in accordance with these bylaws (including in compliance with the procedures set forth in this Section 10 and any questionnaire, representation or agreement required under these

bylaws), the Restated Articles of Incorporation and applicable law (including under the Exchange Act), and (ii) if the chair determines that any proposed business was not properly brought before the meeting in compliance with such requirements, to declare that such proposed business shall not be transacted. If the board of directors, the chair of the board of directors or the chair of the meeting should so determine and declare, any such business deemed to be not properly brought before the meeting may be disregarded, even if the company has received proxies or votes in respect of those matters (which proxies and votes may also be disregarded). Notwithstanding anything to the contrary in these bylaws, unless otherwise required by applicable law, if (i) all of the shareholders that validly and properly demanded a special meeting pursuant to Section 2 of Article II or (ii) any shareholder that proposes to bring business before an annual meeting pursuant to this Section 10 fails to appear, or send a qualified representative, to present the matters such shareholder(s) requested to be presented at the applicable meeting, the company need not present such matters for a vote at such meeting, even if the company has received proxies or votes in respect of those matters (which proxies and votes may also be disregarded).

A shareholder shall update and supplement its Proposal Notice as necessary, from time to time, so that the information provided or required to be provided in such Proposal Notice pursuant to this Section 10 shall be true, correct and complete in all respects not only prior to the Proposal Notice Deadline but also at all times thereafter and prior to the meeting, and such update and supplement shall be received by the secretary of the company not later than the earlier of (i) five business days following the occurrence of any event, development or occurrence that would cause the information provided in the Proposal Notice to be not true, correct and complete in all respects, or (ii) ten business days prior to the publicly disclosed date of the meeting at which such proposed business contained therein is to be considered; provided, however, that should any such event, development or occurrence take place within ten business days prior to such meeting, such update and supplement shall be received by the secretary of the company not later than one business day following any such event, development or occurrence. For the avoidance of doubt, the updates and supplements required pursuant to the previous sentence do not cause a Proposal Notice that was not true, correct and complete in all respects and in compliance with this Section 10 when first delivered to the company prior to the Proposal Notice Deadline to thereafter be in proper form in accordance with this Section 10 and do not limit the company’s rights with respect to any deficiencies in any Special Meeting Request Notice or information provided by such person.

Section 11. Nomination of Director Candidates.

(a) As provided by the Restated Articles of Incorporation, no person, except those persons nominated by the board, shall be eligible for election as a director at any annual or special meeting of shareholders unless a written request that their name be placed in nomination shall be received from a shareholder of record entitled to vote at such election by the secretary of the company not later than the latter of (i) the 30th day prior to the date fixed for the meeting, or (ii) the 10th day after the mailing of notice of that meeting, together with the written consent of the nominee to serve as a director (the “Nominating Notice Deadline”).

(b) The chair of the meeting shall have the power and duty (i) to determine whether any proposed nomination was properly brought before the meeting in accordance with these bylaws (including in compliance with the procedures set forth in this Section 11 and any questionnaire, representation or agreement required under these bylaws), the Restated Articles of Incorporation and applicable law (including under the Exchange Act), and (ii) if the chair determines that any proposed nominee was not brought before the meeting in compliance with such requirements, to declare that the nomination of such proposed nominee shall not be considered. If the board of directors, the chair of the board of directors or the chair of the meeting should so determine and declare, any such nomination deemed to be not properly brought before the meeting may be disregarded, even if the company has received proxies or votes in respect of those matters (which proxies and votes may also be disregarded).

(c) To be properly brought before the meeting, a shareholder’s written request that a director nominee be placed in nomination (a “Nominating Notice”) must contain (i) as to each Proposing Person, the information described in Section 10(d)(iii), (ii) as to each person the shareholder proposes to nominate for election or re-election as a director, (A) such nominee’s residence and business addresses and all information relating to the person that is required to be disclosed in solicitations of proxies for the election of directors in a contested election of directors, or that is otherwise required, in each case pursuant to Section 14 under the Exchange Act, (B) the class and number of

shares of the company that the nominee owns beneficially or of record or is entitled to vote, including the date of each purchase, the number of shares purchased, the per share purchase price paid on each such date and (if applicable) the name of each record holder of such shares of the company owned beneficially but not of record by the nominee, (C) such nominee’s written consent to (1) being named in any proxy statement, associated proxy card or other proxy materials as a director nominee and to serving as a director of the company for the full term if elected and (2) the public disclosure of the information provided pursuant to this Section 11, (D) the Derivative Ownership Information with respect to such nominee, (E) the Nominee Independence Information (as defined below) with respect to such nominee, and (F) the representations and agreements of such nominee required by Section 11(e), (iii) a questionnaire with respect to the background and qualifications of the nominee completed by the nominee in the form required by the company (which questionnaire shall be provided by the secretary of the company to a shareholder of record upon written request), and (iv) a statement (A) that the shareholder is a holder of record of capital stock of the company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such nomination, (B) whether or not the shareholder giving the notice and/or the other Proposing Persons, if any, will deliver a proxy statement and form of proxy to holders of at least 67 percent of the voting power of all of the shares of capital stock of the company entitled to vote on the election of directors, (C) providing a representation as to whether or not such shareholder and/or the other Proposing Person(s) intends to solicit proxies in support of director nominees other than the company’s director nominees in accordance with Rule 14a-19 promulgated under the Exchange Act, and (D) that the shareholder will provide any other information relating to such nomination that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the nomination proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act; provided that, notwithstanding the foregoing, if a shareholder no longer plans to solicit proxies in accordance with its representation in this clause (iv), such shareholder shall inform the company of this change by delivering a written notice to the secretary at the principal executive offices of the company no later than two business days after making the determination not to proceed with a solicitation of proxies.

(d) Compliance with this Section 11 shall be the exclusive means for a shareholder to nominate director candidates.

A shareholder shall update and supplement its Nominating Notice as necessary, from time to time, so that the information provided or required to be provided in such notice pursuant to this Section 11 shall be true, correct and complete in all respects not only prior to the Nominating Notice Deadline but also at all times thereafter and prior to the meeting, and such update and supplement shall be received by the secretary of the company not later than the earlier of (i) five business days following the occurrence of any event, development or occurrence that would cause the information provided in the Nominating Notice to be not true, correct and complete in all respects, or (ii) ten business days prior to the publicly disclosed date of the meeting at which such nominations contained therein are to be considered; provided, however, that should any such event, development or occurrence take place within ten business days prior to such meeting, such update and supplement shall be received by the secretary of the company not later than one business day following any such event, development or occurrence. For the avoidance of doubt, the updates and supplements required pursuant to the previous sentence do not cause a Nominating Notice that was not true, correct and complete in all respects and in compliance with this Section 11 when first delivered to the company prior to the Nominating Notice Deadline to thereafter be in proper form in accordance with this Section 11 and do not limit the Corporation’s rights with respect to any deficiencies in any Special Meeting Request Notice or information provided by such person.

Notwithstanding the foregoing provisions of this Section 11 and Article II, Section 10, a shareholder shall also comply with all applicable requirements of the Oregon Business Corporation Act and the Exchange Act and the rules and regulations thereunder, including, but not limited to, Rule 14a-9, Rule 14a-12, and Rule 14a-19 of the Exchange Act, with respect to the matters set forth in this Section 11 and Article II, Section 10. If a shareholder fails to comply with any applicable requirements of the Exchange Act, including, but not limited to, Rule 14a-9, 14a-12, and 14a-19 promulgated thereunder, such shareholder’s proposed nomination or proposed business shall be deemed to have not been made in compliance with these bylaws and shall be disregarded, even if the company has received proxies or votes in respect of such nomination or business (which proxies and votes in respect of such nomination or business shall also be disregarded). Nothing in this bylaw shall be deemed to affect any rights of (i) a

shareholder to request inclusion of proposals in the company’s proxy statement pursuant to Rule 14a-8 (or any successor rule), as applicable, under the Exchange Act and, to the extent required by such rule, have such proposals considered and voted on at an annual meeting, (ii)  the company to omit a proposal from the corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act, or (iii) the holders of any series of undesignated Preferred Stock (as defined in the Restated Articles of Incorporation) to elect directors under specified circumstances.

Further notwithstanding the foregoing provisions of this Section 11, unless otherwise required by law, if any shareholder and/or other Proposing Person (i) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act with respect to any proposed nominee and (ii) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) promulgated under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the company that such shareholder and/or other Proposing Person has met the requirements of Rule 14a-19(a)(3) under the Exchange Act in accordance with the following sentence), then the company shall disregard the nomination of such proposed nominee and any proxies or votes solicited for any proposed nominee of such shareholder and/or other Proposing Person. Upon request by the company, if any shareholder and/or other Proposing Person provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act or includes the information required by Rule 14a-19(b) in a preliminary or definitive proxy statement previously filed by such shareholder and/or other Proposing Person, such shareholder and/or other Proposing Person shall deliver to the company, no later than five (5) business days prior to the applicable meeting of the shareholders, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

The number of nominees a shareholder may nominate for election at the annual meeting (or in the case of a shareholder giving the notice on behalf of a beneficial owner, the number of nominees a shareholder may nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting.

(e) Within the time period specified in these bylaws for providing the applicable nomination, each nominee for election as a director of the company must deliver to the secretary of the company a written representation and agreement that such person (i) understands his or her duties as a director under Oregon law and agrees to act in accordance with those duties while serving as a director, (ii) if elected as a director of the company, will comply with all applicable laws and stock exchange listing standards and the company’s policies and guidelines applicable to directors, and (iii) will provide facts, statements and other information in all communications with the company and its shareholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

(f) For purposes of these bylaws,

(i) “Derivative Ownership Information” with respect to any nominee or Proposing Person means:

(A) A complete listing of each derivative instrument, put, call, forward sale agreement, forward purchase agreement, swap, total return swap, option, warrant, short sale, stock borrowing or lending arrangement or agreement, hedge, profit interest, convertible or exchangeable instrument, non-recourse or limited recourse financing arrangement, or any similar agreement, instrument, transaction arrangement or understanding of any kind (i) which has been entered into by or on behalf of such nominee or such Proposing Person or of which such nominee or Proposing Person is a direct or indirect beneficiary or obligor and (ii) (a) the value of which is in whole or in part based upon or determined by reference to, the value of the stock or other securities of the company, or (b) with respect to any financing arrangement (regardless of how such arrangement is documented) which is directly or indirectly secured, on a non-recourse or limited recourse basis by stock or other securities or the company (any such agreement, transaction, arrangement, instrument or understanding a “Derivative”);

(B) With respect to each Derivative, a description of:

(1) any voting rights associated with, arising from or transferred by such Derivative, including, if applicable, any agreement, arrangement, understanding or relationship granting a right or opportunity to vote or direct the vote of any stock that is the subject of, used as a reference security in, or held as a hedge or security by the counterparty for such Derivative (including any agreement, arrangement, or understanding that the counterparty will physically hedge, in whole or in part, its exposure under the Derivative),

(2) the name and address of the counterparty to such Derivative, the date such Derivative was entered into, the date on which the Derivative will expire, terminate or be subject to renewal or repricing, the economic terms of the Derivative, and if applicable, the notional number of shares of stock of the company with respect to such Derivative, and

(3) a plain English description of the purpose of entering into the Derivative (e.g. whether the Derivative was entered into in order to mitigate potential losses in the event of a decrease in the company’s stock price, to amplify profits from a stock price increase, to profit from a stock price decrease, to obtain voting rights, to decrease any costs that would arise from owning stock outright or otherwise transfer the economic consequences of ownership, to limit reporting requirements, etc.), the potential dollar amount of protection or gain associated with such Derivative (to the extent relevant, using such assumptions with respect to stock price movements and time horizons as were analyzed or modelled by such nominee Proposing Person in deciding to enter into such Derivative), and a plain English description of the overall effect of the Derivative in differentiating the economic or other interests of such nominee or Proposing Person from those of a long-only shareholder;

(ii) “Nominee Independence Information” means with respect to any person proposed to be nominated as a director of the company:

(A) a description of any employment, consulting or similar agreement, arrangement, understanding or relationship between such nominee and any Proposing Person that has been entered into at any time in the five (5) year period prior to the date of the Nominating Notice (as applicable), including a description of any compensation of any kind received or payable thereunder,

(B) a listing of directorships or similar positions to which such nominee has been nominated or appointed by a Proposing Person in the five (5) year period prior to the date of the Nominating Notice, and a description of any fees, expenses or other compensation or reimbursement paid or payable to such nominee in respect thereof,

(C) any investment of any type made by or on behalf of such nominee in any entity controlled by any Proposing Person or any joint or co-investments made by such nominee and any Proposing Person, regardless of whether such investment was made in cash, for services rendered or otherwise,

(D) a description of any family or material social relationship between the (x) the nominee and (y) any Proposing Person,

(E) a representation by the nominee that the nominee is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity (including the Proposing Person(s)) other than the company as to how such nominee, if elected, will act or vote on any issue or question as a director that has not been disclosed to the company or (2) any direct or indirect compensatory, reimbursement, indemnification, payment or other financial agreement, arrangement or understanding with any person other than the company in connection with such nominee’s candidacy, nomination, or service as a director of the company (other than indemnification and reimbursement agreements that provide only for indemnification and reimbursement relating to the candidacy and nomination of such nominee) that has not been disclosed to the company, and

(F) a representation as to whether the nominee will act as a “dual fiduciary” with respect to any Proposing Person (or any employee or other representative of a Proposing Person), whether the nominee and

any Proposing Person (or any employee or other representative of a Proposing Person) will consult with each other on an ongoing basis with respect to the business, affairs and/or plans and proposals of the company, and whether the nominee will be expected to present to the board of directors materials prepared by a Proposing Person (or any employee or other representative of a Proposing Person); and

(iii) “Proposing Person” shall mean the following persons: (A) the shareholder of record providing the notice of nominations or business proposed to be brought before a shareholders’ meeting, (B) the beneficial owner(s), if different, on whose behalf the nominations or business proposed to be brought before a shareholders’ meeting is made, and (C) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A, or any successor instructions) with such shareholder or beneficial owner in respect of any such notice, nomination, proposal or any related solicitation.

Section 12. Participation at Meetings by Remote Communication. Shareholders and proxy holders that are not physically present for a meeting of shareholders may participate in the meeting, be deemed present in person, and vote if the board of directors authorizes participation by remote communication. Participation by remote communication is subject to guidelines and procedures that the board of directors adopts. Before the board of directors may authorize shareholders or proxy holders to participate by remote communication in a meeting of shareholders, the company shall implement measures to (a) verify that a person that is participating in the meeting by remote communication is a shareholder or a proxy holder; and (b) ensure that a shareholder or proxy holder may participate by remote communication in an effective manner. The company shall maintain a record of the vote or other action of a shareholder or proxy holder that participates in a meeting of shareholders by remote communication.

ARTICLE III.

BOARD OF DIRECTORS

Section 1. Directors. The business and affairs of the company shall be managed by its board of directors. The number of members of the board, their classification and terms of office, and the manner of their election and removal shall be determined as provided by the Restated Articles of Incorporation. Directors need not be residents of the State of Oregon or shareholders of the company. Unless otherwise determined by the board of directors, no person who has reached the age of 75 years shall be eligible to be elected a director.

Section 2. Chair and Vice-Chair of the Board. The board of directors may elect one of its members as chair of the board. The chair of the board, if that position be filled, shall preside at all meetings of the shareholders and the board of directors and shall have such other duties and responsibilities as may be prescribed by the board of directors. The board of directors may elect one of its members as vice-chair of the board. In the absence of the chair of the board, the vice-chair of the board, if that position be filled, shall preside at all meetings of the shareholders and the board of directors and shall have such other duties and responsibilities as may be prescribed by the board of directors. If the board of directors elects a vice-chair of the board, the board of directors shall specify in the resolution electing the vice-chair of the board the date on which the vice-chair of the board shall become chair of the board. If there shall be no chair of the board, or in their absence or disability, the vice-chair of the Board shall exercise the duties and responsibilities of that position. If there shall be no chair or vice-chair of the board, or in their absence or disability, unless otherwise determined by resolution of the board of directors, the chair of the governance committee shall exercise the duties and responsibilities of the chair of the board. In the absence of the chair of the governance committee and specific resolution of the board of directors, an independent board member designated by the chair of the board shall exercise the duties and responsibilities of that position. In the event that none of the chair of the board, the vice-chair of the board, nor the chair of the board’s governance committee are present, and the chair of the board has not otherwise designated an independent board member to preside at the meeting and the board of directors has not otherwise specified a chair by resolution, the board, by vote of the majority of the board members present at the meeting, whether or not a quorum, shall appoint a non-management independent director to preside at the meeting.

Section 3. Compensation. Directors shall receive such reasonable compensation for their services as may be fixed from time to time by resolution of the board of directors, and shall be reimbursed for their expenses properly incurred in the performance of their duties as directors. No such payment shall preclude any director from serving the company in any other capacity and receiving such reasonable compensation for such services as may be fixed by resolution of the board.

ARTICLE IV.

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Regular Meetings. Regular meetings of the board of directors shall be held at such date, time and place, if any, or by such means of remote communication, if any, as shall be specified in the notice of meeting or as the board of directors may otherwise fix by resolution. The date, time and place for holding regular meetings of the board of directors may be changed upon the giving of notice to all directors by or at the request of the chair of the board or the president. The board may provide by resolution the time and place either within or without the State of Oregon for holding of meetings or may omit the holding of any meeting without other notice than such resolution.

Section 2. Special Meetings. Special meetings of the board of directors may be called by or at the request of the chair of the board, the chair of the governance committee, the president or a majority of the board of directors. The person or persons authorized to call special meetings of the board may fix any place, either within or without the State of Oregon, as the place for holding any special meeting of the board called by them. Notice of the time and place of special meetings shall be given to each director at least one day in advance by the secretary or other officer performing their duties; provided, however, that if the chair of the board of directors determines that it is otherwise necessary or advisable to hold the meeting sooner, the chair of the board of directors may prescribe a shorter notice to be given.

Section 3. Waiver of Notice. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Except as otherwise provided by law or the Restated Articles of Incorporation, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 4. Quorum. A majority of the number of directors at any time fixed by resolution adopted by the affirmative vote of a majority of the entire board of directors shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of directors, the directors present may adjourn the meeting from time to time without further notice until a quorum shall be present.

Section 5. Manner of Participation and Acting. The board of directors or any committee thereof may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through, use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. All directors participating in a meeting of the board of directors or any committee thereof by this means shall be deemed to be present in person at the meeting. Except as otherwise provided by law or the Restated Articles of Incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

Section 6. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the board of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

ARTICLE V.

COMMITTEES OF THE BOARD

Section 1. Governance Committee. The board of directors at any time, by resolution adopted by a majority of the board of directors, may appoint a governance committee composed of three or more independent directors. The board shall designate one member of the committee as chair. The chair of the board shall be a member of the governance committee, provided, however, that the chair of the board may in their sole discretion designate in their place, the vice-chair of the board as a member of the governance committee. The committee shall have and may exercise all of the authority of the board of directors in the management of the company, except with respect to matters upon which by law only the board of directors may act. The committee’s responsibilities shall include serving as the nominating committee of the board; making recommendations to the board on board and board committee composition and structure, including recommendations with respect to committee and committee chairmanship assignments; and conducting periodic board self-assessments, peer reviews of individual directors and evaluations of committee effectiveness. The committee shall also perform such other functions as the board by resolution from time to time may direct.

Section 2. Audit Committee. The board of directors at any time, by resolution adopted by a majority of the board of directors, may appoint an audit committee composed of three or more independent directors. The board shall designate one member of the committee as chair. The duties of the committee shall be to discuss and review with the company’s independent auditors the annual audit of the company, including the scope of the audit, and report the results of this review to the board; to meet with the independent auditors at such other times as the committee shall deem to be advisable; and to perform such other functions as the board by resolution from time to time may direct.

Section 3. Organization and Executive Compensation Committee. The board of directors at any time, by resolution adopted by a majority of the board of directors, may appoint an organization and executive compensation committee composed of three or more independent directors. The board shall designate one member of the committee as chair. The duties of the committee shall be to discuss and review the management of the affairs of the company relating to its organization and to executive personnel and their compensation, and to perform such other functions as the board by resolution from time to time may direct.

Section 4. Finance Committee. The board of directors at any time, by resolution adopted by a majority of the board of directors, may appoint a finance committee composed of three or more directors, a majority of whom shall not be officers or retired officers of the company. The board shall designate one member of the committee who is not an officer or retired officer of the company as chair. The duties of the committee shall be to discuss and review the management of the affairs of the company relating to financing, including the development of financial planning goals and financial policy, and to perform such other functions as the board by resolution from time to time may direct.

Section 5. Public Affairs and Environmental Policy Committee. The board of directors at any time, by resolution adopted by a majority of the board of directors, may appoint from among its members a public affairs and environmental policy committee composed of three or more directors, a majority of whom shall not be officers or retired officers of the company. The board shall designate one member of the committee who is not an officer of the company as chair. The duties of the committee shall be (i) to consider, review and monitor significant matters of public interest and societal trends, and the company’s community affairs, charitable contributions, diversity and equal employment opportunity compliance programs, and (ii) to monitor significant environmental issues affecting the company and to recommend to the board appropriate environmental policies. The committee shall also perform such other functions as the board by resolution from time to time may direct.

Section 6. Other Committees. The board of directors at any time, by resolution adopted by a majority of the board of directors, may appoint from among its members such other committees and the chairs thereof as it may deem to be advisable. Each such committee shall have such powers and authority as are set forth in the resolutions pertaining thereto from time to time adopted by the board.

Section 7. Changes of Size and Function. Subject to the provisions of law, the board of directors shall have the power at any time to increase or decrease the number of members of any committee, to fill vacancies thereon, to change any members thereof and to change the functions and terminate the existence thereof.

Section 8. Conduct of Meetings. Each committee shall conduct its meetings in accordance with the applicable provisions of these bylaws relating to the conduct of meetings of the board of directors. Each committee shall adopt such further rules and regulations regarding its conduct, keep such minutes and other records and appoint such subcommittees and assistants as it shall deem to be appropriate.

Section 9. Compensation. Persons serving on any committee shall receive such reasonable compensation for their services on such committee as may be fixed by resolution of the board of directors, provided that no person shall receive compensation for their services on any committee while serving as an officer of the company.

ARTICLE VI.

NOTICES

Section 1. Form and Manner. Unless otherwise required by applicable law, notice may be given in writing directed to the mailing address, or by electronic transmission to the email address, of the shareholder or director as it appears on the company’s records or by such other form of electronic transmission consented to by the shareholder or director in accordance with applicable law, and shall be deemed given: (a) if mailed, when deposited in the U.S. mail, postage prepaid; (b) if delivered by courier service, the earlier of when the notice is received or left at such shareholder’s or director’s address; or (c) if given by electronic mail, when directed to such shareholder’s or director’s email address unless the shareholder or director has notified the company in writing or by electronic transmission of an objection to receiving notice by electronic mail. Notice to directors also may be given by telephone, via email, or in any other manner which is reasonably calculated to give adequate notice.

Section 2. Waiver. Whenever any notice whatever is required to be given under the provisions of law, the Restated Articles of Incorporation or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. A shareholder’s attendance at a meeting waives objection to (i) lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (ii) consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

ARTICLE VII.

OFFICERS

Section 1. Election. The board of directors, at its first meeting following the annual meeting of shareholders each year, may elect a president and a secretary. At such meeting, or at any other time it shall deem appropriate, the board may elect one or more vice presidents and a treasurer. The board also may elect or appoint such other officers and agents as it may deem necessary. Any two or more offices may be held by the same person, except the offices of president and secretary.

Section 2. Compensation. The officers of the company shall receive such reasonable compensation for their services as from time to time may be fixed by resolution of the board of directors.

Section 3. Term. The term of office of all officers shall commence upon their election or appointment and shall continue until the first meeting of the board of directors following the annual meeting of shareholders and thereafter until their successors shall be elected or until their resignation or removal. A vacancy occurring in any office of the company for whatever reason may be filled by the board.

Section 4. Removal. Any officer or agent elected or appointed by the board of directors may be removed by the board whenever in its judgment the best interests of the company will be served thereby but such removal shall be without prejudice to the contract rights, if any, of the officer or agent so removed.

Section 5. President. Unless otherwise determined by the board of directors, the president shall be the chief executive officer of the company and, subject to the control of the board of directors, shall be responsible for the general administration and operation of the company. The President shall have such other duties and responsibilities as may pertain to such office or be prescribed by the board of directors. In the absence or disability of the president, an officer designated by the board shall exercise the duties and responsibilities of the president.

In the event the offices of chief executive officer and president are not held by the same person, the chief executive officer shall exercise the duties and responsibilities of the president described in these bylaws.

Section 6. Vice Presidents. Each vice president shall have such duties and responsibilities as may be prescribed by the board of directors and the president. The board or the president may confer a special title upon a vice president.

Section 7. Secretary. The secretary shall record and keep the minutes of the shareholders in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; and perform such other duties as may be prescribed by the board or the president. The secretary shall have custody of the corporate seal of the company and shall affix the seal to any instrument requiring it and attest the same by their signature. The assistant secretaries shall have such duties as may be prescribed from time to time by the board, the president or the secretary. In the absence or disability of the secretary, their duties shall be performed by an assistant secretary.

Section 8. Treasurer. The treasurer shall have charge and custody and be responsible for all funds and securities of the company; deposit all moneys and other valuable effects in the name and to the credit of the company in such depositories as may be designated by the board of directors; and disburse the funds of the company as may be authorized by the board and take proper vouchers for such disbursements. The treasurer shall have such other duties as may be prescribed from time to time by the board or the president. In the absence or disability of the treasurer, their duties shall be performed by an assistant treasurer.

ARTICLE VIII.

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The board of directors by resolution may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the company, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

Section 3. Checks and Drafts. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the company shall be signed by such officer or officers, agent or agents of the company and in such manner as shall from time to time be determined by resolution of the board of directors.

Section 4. Deposits. All funds of the company not otherwise employed shall be deposited from time to time to the credit of the company in such banks, trust companies or other depositories as the board of directors or officers of the company designated by the board may select, or be invested as authorized by the board.

ARTICLE IX.

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. The shares of the company shall be represented by certificates; provided, however, the board of directors may provide by resolution or resolutions that some or all of any or all classes or series of the company’s shares shall be uncertificated shares. When shares are not represented by certificates then within a reasonable time after the issuance or transfer of such shares, the company shall send or cause to be sent to the shareholder to whom such shares have been issued or transferred a written statement of the information required by the laws of the State of Oregon to be on certificates.

Certificates representing shares of the company shall be issued only for whole numbers of shares and shall be in such form as the board of directors may, from time to time, prescribe in accordance with the laws of the State of Oregon. Such certificates shall be signed by the president or a vice president and by the secretary or an assistant secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles thereof. In case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the company as the board may authorize.

Section 2. Transfer. Shares of stock of the company shall be transferable on the books of the company by the holder of record thereof, or by their legal representative who shall furnish proper evidence of authority to transfer, or by their attorney thereunto authorized by duly executed power of attorney, and on surrender for cancellation of the certificates, if any, for such shares. The board of directors may appoint one or more transfer agents and registrars of stock of the company.

Section 3. Owner of Record. The company shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE X.

INDEMNIFICATION AND INSURANCE

Section 1. Indemnification. The company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that they are or were a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise or any employee benefit plan, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with the defense or settlement of such action, suit or proceeding to the fullest extent permissible under the Oregon Business Corporation Act or the indemnification provisions of any successor Act. The foregoing rights of indemnification shall not be exclusive of any other rights to which any such person so indemnified may be entitled, under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office; shall continue as to a person who has ceased to be a director, officer, employee or agent; and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 2. Insurance. The company may purchase and maintain insurance (and pay the entire premium therefor) on behalf of any person who is or was a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against them and incurred by them in any such capacity or arising out of their status as such, whether or not the company would have the power to indemnify them against such liability under the provisions of the Oregon Business Corporation Act or any successor Act; and on behalf of any person who is or was a fiduciary under the Employee Retirement Income Security Act of

1974 with regard to an employee benefit plan of the company against any liability asserted against them and incurred by them in their fiduciary capacity.

ARTICLE XI.

GENERAL

Section 1. Seal. The corporate seal of the company shall be circular in form and shall bear an inscription containing the name of the company, the year of its organization, the state of its incorporation and the words “Corporate Seal.”

Section 2. Electronic Signatures. Unless otherwise required by law, whenever the Restated Articles of Incorporation or these bylaws require or permit a signature, such signature may be a manual, facsimile, conformed or electronic signature.

ARTICLE XII.

AMENDMENTS

These bylaws, or any of them, may be altered, amended or repealed, or new bylaws adopted, by resolution of a majority of the board of directors, subject to repeal or change by action of the shareholders.

Document

EXHIBIT 10.1


NORTHWEST NATURAL GAS COMPANY

DEFERRED COMPENSATION PLAN FOR DIRECTORS AND EXECUTIVES

EFFECTIVE JANUARY 1, 2005

RESTATED EFFECTIVE AUGUST 1, 2025

TABLE OF CONTENTS

Page


1	Purpose; Effective Date	1

2	Eligibility	1

3	Deferral Elections	1

4	Company Contributions for Executives	3

5	FICA Withholding on Executives	4

6	Accounts	4

7	Payment of Benefits	6

8	Supplemental Retirement Benefit	9

9	Administration	11

10	Claims Procedure	12

11	Amendment and Termination of the Plan	13

12	Miscellaneous	14

NORTHWEST NATURAL GAS COMPANY

DEFERRED COMPENSATION PLAN FOR DIRECTORS AND EXECUTIVES

1.Purpose; Effective Date; Restatement. The Board of Directors (the “Board”) of Northwest Natural Gas Company (the “Company”) adopts this Deferred Compensation Plan for Directors and Executives (the “Plan”) for the purpose of providing an unfunded nonqualified deferred compensation plan for directors and a select group of top management personnel. The Plan was effective as of January 1, 2005, although initial deferral elections under the Plan could have been submitted at any time after November 30, 2004. Effective October 1, 2018, the Company became a wholly-owned subsidiary of Northwest Natural Holding Company (“Parent”) and holders of Company common stock became holders of Parent common stock (“Parent Common Stock”). Under the terms of the Plan, Company Stock Accounts (as defined in Section 6(a) below) which were formerly denominated in shares of Company common stock are now denominated in shares of Parent Common Stock. The Plan was previously restated effective January 1, 2007, December 20, 2007, January 1, 2010, December 15, 2011, September 24, 2015, July 28, 2016, October 1, 2018, and September 23, 2021, and was restated effective as of February 28, 2008, except that the changes to Section 6(b) made by that restatement do not apply to deferral allocations made in Participation Agreements that were irrevocable on or prior to December 31, 2006. The Plan is further amended by this restatement on and effective as of August 1, 2025. Effective dates and historic provisions in the prior plan documents are preserved, and this 2025 restatement of the Plan is not intended to amend the terms relating to time and form of payment in the prior plan documents for amounts deferred prior to the Effective Date.

2.Eligibility. Persons eligible to defer compensation under the Plan shall consist of (a) each person who is a director of either the Company or Parent (“Directors”), and (b) a select group of management or highly compensated employees, which shall consist of each person who is an executive officer of the Company or Parent and such other employees of the Company or Parent as may be designated in writing by the Chief Executive Officer of the Company as eligible to defer compensation and receive Company contributions under the Plan for the applicable calendar year (“Executives”). Any person who is both a Director and an Executive at any time shall be considered an Executive, and not a Director, at such time. For all purposes of the Plan, a person who is an employee of a subsidiary of the Company shall be considered an employee of the Company.

3.Deferral Elections. A Director or Executive may elect to defer compensation under the Plan by submitting a “Participation Agreement” to the Company on a form specified by the Company or by an approved electronic system no later than the applicable deferral deadline. Any Director or Executive who has submitted a Participation Agreement is hereafter referred to as a “Participant.” A Participation Agreement submitted by a Participant shall automatically continue from year to year and shall be irrevocable with respect to compensation once the deferral deadline for that compensation has passed, but the Participant may modify or terminate a Participation Agreement for compensation payable in any year by submitting a revised Participation Agreement or otherwise giving written notice to the Company or modifying an online election at any time on or prior to the deferral deadline for that compensation.

(a)Elections by Directors.

(i)Cash Fees. A Director may elect to defer receipt of all or any whole percentage of the annual retainer, meeting fees and any other cash fees payable for service as a director (“Fees”). The deferral deadline for an election to defer Fees for services performed in any calendar year shall be the last day of the prior calendar year.

(ii)NEDSCP Shares. Prior to the termination of the Company’s Non-Employee Directors Stock Compensation Plan (“NEDSCP”) in 2005 and subsequent vesting of all remaining awards under the NEDSCP, Directors were permitted to elect to defer receipt of unvested shares (“NEDSCP Shares”) of common stock of the Company awarded to the Directors under the NEDSCP.

(iii)RSU Awards. A Director may elect to defer receipt of all or any whole percentage of compensation payable to the Director pursuant to a restricted stock unit award under Parent’s Long Term Incentive Plan (“Director RSU”). The deferral deadline for an election to defer compensation under a Director RSU shall be the last day of the calendar year prior to the grant date of the award.

(b)Elections by Executives.

(i)Salary. An Executive may elect to defer receipt of any whole percentage (up to a maximum of 50 percent) of the Executive’s base annual salary, specifically excluding other forms of compensation referred to below as well as commissions and any non-cash compensation (“Salary”). The deferral deadline for an election to defer Salary for services performed in any calendar year shall be the last day of the prior calendar year.

(ii)Bonus. An Executive may elect to defer receipt of all or any whole percentage of the Executive’s annual bonus payable under the Company’s Executive Annual Incentive Plan or other similar annual incentive plan (“Bonus”). The deferral deadline for an election to defer Bonus earned with respect to performance in any calendar year shall be the last day of the prior calendar year.

(iii)LTIP Compensation. An Executive may elect to defer receipt of all or any whole percentage of compensation payable to the Executive pursuant to an award under Parent’s Long Term Incentive Plan (“LTIP Compensation”); provided, however, for an award issued subject to forfeiture if vesting conditions are not satisfied (“Unvested LTIP Award”), the election to defer shall be applied at the time the vesting conditions with respect to the award are satisfied. The deferral deadline for an election to defer LTIP Compensation or an Unvested LTIP Award shall be (x) the last day of the calendar year prior to the commencement of the performance period if a performance period is specified in the award, or (y) the last day of the calendar year prior to the grant date of the award if no performance period is specified. If an Executive elects to defer less than 100 percent of an award of LTIP Compensation that becomes payable in increments over time, the deferral percentage elected by the Executive shall be applied uniformly to each increment.

(c)New Directors and Executives. A person who first becomes a Director or Executive during a calendar year may elect to defer any of the types of compensation referred to in paragraphs (a) and (b) above that is payable solely for services performed after submission of the Participation Agreement, subject to all of the provisions of paragraphs (a) and (b), except that the deferral deadline for any such election shall be 30 days after the date the person becomes eligible under the Plan.

4.Company Contributions for Executives.

(a)Matching Contributions. The Company shall credit a “Matching Contribution” to each Executive’s Cash Account (as defined below) each year based on the Executive’s total Salary and Bonus and the amount of Salary and Bonus deferred under the Plan and the Company’s Retirement K Savings Plan by the Executive during that year; provided, however, that no Matching Contribution shall be made (i) with respect to any Salary or Bonus deferred under the Plan at a time when the Executive is not eligible to participate in the Retirement K Savings Plan., and (ii) with respect to any amounts deferred by the Executive during the year that are classified as catch up contributions pursuant to Section 414(v) of the Internal Revenue Code. The amount of the Matching Contribution shall be equal to the excess of (i) the Match Percentage multiplied by the lesser of (1) the total amount of Executive’s Salary and Bonus deferred under the Plan and the Retirement K Savings Plan during the calendar year, or (2) the Maximum Match Percentage multiplied by the Executive’s total Salary and Bonus during such calendar year, over (ii) the amount that would have been contributed for such calendar year as a matching contribution for the Executive under the Retirement K Savings Plan if the Executive had deferred into the Retirement K Savings Plan the maximum amount of compensation permitted under that plan and applicable tax law for the year. The “Match Percentage” shall mean the first percentage set forth in Article IV, Section D.1 of the Retirement K Savings Plan, which as of the effective date of this restatement is sixty percent (60%), as such percentage may be modified from time to time. The “Maximum Match Percentage” shall mean the second percentage set forth in Article IV, Section D.1 of the Retirement K Savings Plan, which as of the effective date of this restatement is eight percent (8%), as such percentage may be modified from time to time. An Executive eligible to participate in the Retirement K Savings Plan is not required to elect to defer Salary or Bonus under the Plan to be eligible to receive a Matching Contribution credit. A Matching Contribution shall be credited to the Executive’s Account no later than January 31 of the year immediately following the calendar year in which the Matching Contribution was earned and shall be fully vested at all times.

(b)Supplemental Contributions. For any Executive eligible to receive enhanced employer contributions under Article IV, Section E of the Retirement K Savings Plan, the Company shall credit a “Supplemental Contribution” to the Executive’s Cash Account each year in an amount equal to the Enhanced Contribution Percentage multiplied by the greater of (i) the Executive’s Salary and Bonus deferred under the Plan during the calendar year, or (ii) the excess, if any, of the Executive’s total Salary and Bonus during such calendar year over the limit provided by Section 401(a)(17) of the Internal Revenue Code on compensation counted under the Retirement K Savings Plan for that year. The “Enhanced Contribution Percentage” shall mean the percentage set forth in Article IV, Section E.1 of the Retirement K Savings Plan, which as of the effective date of this restatement is five percent (5%), as such percentage may be modified from time to time. A Supplemental Contribution shall be credited for an Executive whose total Salary and Bonus exceeds the Section 401(a)(17) limit whether or not the Executive defers compensation under the Plan. A Supplemental Contribution shall be credited to the Executive’s Account no later than January 31 of the year immediately following the calendar year in which the Supplemental Contribution was earned. A Supplemental Contribution for an Executive shall be vested if enhanced employer contributions for the Executive made for the same year would be vested under the terms of the Retirement K Savings Plan. Upon termination of an Executive’s employment, any unvested Supplemental Contributions, as well as any dividends or interest credited thereon, shall be forfeited and deducted from the Executive’s Accounts.

5.FICA Withholding on Executives. All compensation, Matching Contributions and vested Supplemental Contributions credited to an Executive’s Accounts will be treated as wages subject to FICA tax, and the Company will withhold or collect FICA tax from the Executive. The amount required to be withheld for FICA tax with respect to any deferred

amount may be withheld from the non-deferred portion, if any, of compensation paid at the same time or paid by the Executive to the Company. If the non-deferred portion of the compensation is insufficient to cover the full required withholding, the Company shall withhold the remaining amount from other non-deferred compensation payable to the Executive unless the Executive otherwise pays such remaining amount to the Company.

6.Accounts.

(a)Accounts. The Company shall establish on its books one or two separate accounts (individually, an “Account” and collectively, the “Accounts”) for each Participant: a Company Stock Account, which shall be denominated in shares of Parent Common Stock, including fractional shares, and a Cash Account, which shall be denominated in U.S. dollars.

(b)Allocation of Deferrals Among Accounts. All NEDSCP Shares Deferred by a Director were credited to the Company Stock Account. All compensation pursuant to a Director RSU payable in shares of Parent Common Stock that is deferred by a Director shall be credited to the Company Stock Account. All LTIP Compensation payable in shares of Parent Common Stock that is deferred by an Executive shall be credited to the Company Stock Account. All other compensation deferred by a Participant and any Matching Contributions and Supplemental Contributions shall be credited to the Cash Account.

(c)Crediting of Deferrals. The credits for deferred Salary, Bonus, Fees and compensation pursuant to Director RSUs shall be entered on the Company’s books of account at the time that such compensation would otherwise be paid. The credit for any LTIP Compensation deferred by a Participant consisting of Unvested LTIP Awards shall be entered on the Company’s books of account as soon as practicable after such award vests. The credit for any other deferred LTIP Compensation shall be entered on the Company’s books of account at the time that such compensation would otherwise be paid.

(d)Transfers Among Accounts. Participants may elect in writing to transfer amounts previously credited to the Cash Account to the Company Stock Account but shall be limited to four such transfers per calendar year. No transfers may be made out of a Company Stock Account unless otherwise permitted under Section 6(g)(iv). The Committee may require that designated fees be deducted from amounts transferred to or from Company Stock Accounts.

(e)Valuation of Stock; Dividend Credits. Any dollar amount transferred or credited to a Company Stock Account shall be deemed to increase the number of shares of Parent Common Stock recorded as the balance of that Account based on the closing market price of the Parent Common Stock reported for the day of the transfer or credit or, if such day is not a trading day, the next trading day. As of each date for payment of dividends on the Parent Common Stock, each Company Stock Account shall be credited with the amount of dividends that would be paid on the number of shares recorded as the balance of that Account as of the record date for such dividend.

(f)Cash Account Interest. Interest shall be credited to the Cash Account of each Participant as of the last day of each calendar quarter. The rate of interest to be applied at the end of each calendar quarter shall be the quarterly equivalent of an annual yield that is equal to the annual yield on Moody’s Average Corporate Bond Yield for the preceding quarter, as published by the Moody’s Investors Service, Inc. (or any successor thereto), or if such index is no longer published, a substantially similar index selected by the Board. Interest shall be calculated for each calendar quarter based upon the average daily balance of the Participant’s Cash Account during the quarter.

(g)Effect of Corporate Transaction on Company Stock Accounts. At the time of consummation of a Corporate Transaction (as defined below), if any, the amount credited to a Participant’s Company Stock Account shall be converted into a credit for cash or common stock of the acquiring company (“Acquiror Stock”) based on the consideration received by shareholders of the Company in the Corporate Transaction, as follows:

(i)Stock Transaction. If holders of Parent Common Stock receive Acquiror Stock in the Corporate Transaction, then (1) the amount credited to each Participant’s Company Stock Account shall be converted into a credit for the number of shares of Acquiror Stock that the Participant would have received as a result of the Corporate Transaction if the Participant had actually held the Parent Common Stock credited to his or her Company Stock Account immediately prior to the consummation of the Corporate Transaction, and (2) Company Stock Accounts will thereafter be denominated in shares of Acquiror Stock and ongoing deferrals into Company Stock Accounts, if any, shall continue to be made in accordance with outstanding deferral elections into the Company Stock Accounts as so denominated.

(ii)Cash or Other Property Transaction. If holders of Parent Common Stock receive cash or other property in the Corporate Transaction, then the amount credited to a Participant’s Company Stock Account shall be transferred to the Participant’s Cash Account and converted into a cash credit for the amount of cash or the value of the property that the Participant would have received as a result of the Corporate Transaction if the Participant had actually held the Parent Common Stock credited to his or her Company Stock Account immediately prior to the consummation of the Corporate Transaction.

(iii)Combination Transaction. If holders of Parent Common Stock receive Acquiror Stock and cash or other property in the Corporate Transaction, then (1) the amount credited to each Participant’s Company Stock Account shall be converted in part into a credit for Acquiror Stock under Section 6(g)(i) and in part into a credit for cash under Section 6(g)(ii) in the same proportion as such consideration is received by shareholders, and (2) ongoing deferrals into Company Stock Accounts, if any, shall continue to be made in accordance with outstanding deferral elections into Company Stock Accounts in accordance with Section 6(g)(i).

(iv)Election Following Stock Transaction. For a period of 12 months following the consummation of any Corporate Transaction which results in Participants having Company Stock Accounts denominated in Acquiror Stock, each Participant shall have a one-time right to elect to transfer the entire amount in the Participant’s Company Stock Account into the Participant’s Cash Account; provided, however, that this election shall not be available if the Corporate Transaction results in holders of Parent Common Stock becoming holders of all of the outstanding common stock of a parent corporation of the Company. Such election shall be made by written notice to the Company and shall be effective on the date received by the Company. If such an election is made, the amount of cash to be credited to the Participant’s Cash Account shall be determined by multiplying the number of shares of Acquiror Stock in the Participant’s Company Stock Account by the closing market price of the Acquiror Stock reported for the effective date of the election or, if such day is not a trading day, the next trading day.

(v)For purposes of the Plan, a “Corporate Transaction” shall mean any of the following:

(1) any consolidation, merger or plan of share exchange involving Parent (a “Merger”) pursuant to which shares of Parent Common Stock would be converted into cash, securities or other property;

(2) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of Parent; or

(3) the adoption of any plan or proposal for the liquidation or dissolution of Parent.

7.Payment of Benefits.

(a)Plan Benefits. The Company shall pay Plan benefits to each Participant equal to the Participant’s Accounts. Each Participation Agreement shall include an election by the Participant as to the term of benefit payments and the commencement of benefit payments with respect to amounts deferred under the Participation Agreement. The payment elections in a Participation Agreement shall also apply to Matching Contributions and Supplemental Contributions credited as a result of Salary or Bonus attributable to the deferral period covered by the Participation Agreement, and shall also apply to any dividends or interest credited with respect to amounts deferred under the Participation Agreement and such Matching Contributions and Supplemental Contributions. If a Supplemental Contribution is credited to an Executive’s Account with respect to a year that is not covered by a Participation Agreement, the Executive shall be deemed to have elected a single lump sum payment following Separation from Service as permitted by Sections 7(b) and 7(c) below with respect to benefits resulting from such Supplemental Contribution. Except as otherwise provided in this Section 7, payment elections shall be irrevocable with respect to compensation once the deferral deadline for that compensation has passed. Participants may make different payment elections with respect to subsequent deferrals of compensation.

(b)Commencement of Payments. Payment of benefits shall commence as follows:

(i)To Directors, subject to (iii) below, in January of the year following the Director’s Separation from Service (as defined below);

(ii)To Executives, subject to (iii), at the later of: (1) January of the year following the Executive’s Separation from Service, or (2) the seventh month following the month of the Executive’s Separation from Service.

(iii)Participants may elect in their Participation Agreements to have benefits from their Accounts commence in January of a year specified by the Participant if such year is earlier than the year following the Participant’s Separation from Service. When used in the Plan, the term “Separation from Service” shall have the meaning ascribed to such term in Treasury Regulations §1.409A-1(h).

(c)Term of Payments. Participants may elect in their Participation Agreements to have benefits from their Accounts paid in (i) annual installments over 5, 10 or 15 years, (ii) a single lump sum payment, or (iii) a combination of a partial lump sum payment (expressed as a percentage) and the remainder in installments over 5, 10 or 15 years. A Participant’s elected term of payment applies regardless of whether the payment of benefits is triggered based on Separation from Service or a specified date.

(d)Form of Payments. Benefits payable to a Participant from a Company Stock Account shall be paid as a distribution of Parent Common Stock plus cash for fractional shares. Benefits payable to a Participant from a Cash Account shall be paid in cash.

(e)Payment Timing and Valuation. All lump sum payments or installment payments due under the Plan in any year shall be paid on a date in January determined by the Company, except that if Section 7(b) requires benefits to commence in a month other than January, the initial payment shall be paid on a date in that month determined by the Company. All payments shall be based on Account balances as of the close of business on the last trading

day of the immediately preceding month. Each partial lump sum payment and installment payment to a Participant shall be paid in the same proportion from each of the Accounts of the Participant subject to the applicable payment election. The amount of each installment payment from each Account shall be determined by dividing the Account balance by the number of remaining installments, including the current installment to be paid.

(f)Modification of Payment Elections.

(i)A Participant who has elected to have any benefit commence in a specified year prior to termination of employment as permitted in Section 7(b)(iii) may elect (after such election has otherwise become irrevocable) to specify a later year for commencement of such benefit, provided that (1) such election is made in writing delivered to the Company no later than, and becoming irrevocable on, the last day of the second year preceding the previously specified year, and (2) the later year so specified is at least 5 years later than the previously specified year.

(ii)After a Participant’s election under Section 7(c) regarding the term of any benefit payments has otherwise become irrevocable, the Participant may elect to change such term of payments, provided (1) the choice of annual installments over 15 years shall not be available for a change election under this subsection, (2) the term of any particular payments may be changed only once under this subsection, (3) such election must be made in writing delivered to the Company no later than, and becoming irrevocable on, the last day of the second year preceding the year in which the payments otherwise would have commenced (and shall not be effective if a Separation from Service occurs on or before the date the election becomes irrevocable), and (4) the commencement of the affected payments shall be delayed for 5 years after the date the payments would have commenced under the terms of the previous payment election.

(g)Unforeseeable Emergency. Notwithstanding the foregoing provisions of this Section 7, an accelerated payment from a Participant’s Accounts may be made to the Participant in the sole discretion of the Committee based upon a finding that the Participant has suffered an Unforeseeable Emergency. For this purpose, “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse or a dependent of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s control. Unforeseeable Emergency shall be determined by the Committee on the basis of information supplied by the Participant in accordance with uniform guidelines promulgated from time to time by the Committee. The amount of any accelerated payment under this Section 7(g) shall be limited to the amount reasonably necessary to meet the Participant’s needs resulting from the Unforeseeable Emergency, after taking into account insurance and other potential sources of funds to meet such needs, plus the amount reasonably necessary to cover income and withholding taxes on the accelerated payment. Any such accelerated payment shall be paid as promptly as practicable following approval by the Committee and shall be paid pro-rata from the Participant’s Accounts based on the Account balances as of the close of business on the day prior to the payment date.

(h)Designation of Beneficiaries; Death.

(i)Each Participant shall have the right, at any time, to designate any person or persons as the Participant’s beneficiary or beneficiaries (both primary as well as secondary) to whom benefits under the Plan shall be paid in the event of the Participant’s death prior to complete distribution of the benefits due under the Plan. If greater than fifty percent (50%) of the benefit is designated to be paid to a beneficiary other than the Participant’s spouse, such beneficiary designation shall require consent by the Participant’s spouse. Each beneficiary

designation shall be in written form or by an approved electronic system prescribed by the Committee and will be effective only if properly filed with the Committee during the Participant’s lifetime. Such designation may be changed by the Participant at any time without the consent of a beneficiary, subject to the spousal consent requirement above. If no designated beneficiary survives the Participant, the balance of the Participant’s benefits shall be paid to the Participant’s surviving spouse or, if no spouse survives, to the Participant’s estate.

(ii)Upon the death of a Participant, notwithstanding any contrary provisions of Section 7(b) or 7(f), benefit payments to the Participant’s beneficiary shall commence no later than January of the year following the Participant’s death. Any benefits payable after the death of a Participant shall otherwise be paid in accordance with the payment elections for such benefits that would have applied if the Participant had not died.

(i)Payment to Guardian. If a benefit under the Plan is payable to a minor or a person declared incompetent or to a person incapable of handling the disposition of his property, the Committee may direct payment of such Plan benefit to the guardian, legal representative or person responsible for the care and custody of such minor, incompetent or person. The Committee may require proof of incompetence, minority, incapacity or guardianship as it may deem appropriate prior to distribution of the Plan benefit. Such distribution shall completely discharge the Committee and the Company from all liability with respect to such benefit.

(j)Withholding; Payroll Taxes. The Company shall withhold from payments made hereunder any taxes required to be withheld from such payments under federal, state or local law, with such tax withholding generally being required only for deferred compensation for services as an employee.

8.Supplemental Retirement Benefit. Any Executive who elects to defer compensation under the Plan and who also satisfies the eligibility requirements for payment of any benefit under the Company’s Retirement Plan for Bargaining Unit and Non-Bargaining Unit Employees (the “Retirement Plan”) shall qualify for further payment by the Company of supplemental retirement benefits payable as a monthly annuity under the Plan, as provided below:

(a) Commencement.

(i) If the Executive is eligible to receive normal retirement benefits under the Retirement Plan based on having reached age 62 at the time of Separation from Service, the annuity shall commence with the first month following the Executive’s Separation from Service.

(ii) If the Executive is eligible to receive early retirement benefits under the Retirement Plan based on having satisfied the Rule of 70 at the time of Separation from Service, the annuity shall commence with the first month following the later of the Executive’s 55th birthday or the Executive’s Separation from Service.

(iii) If the Executive is not eligible to receive normal retirement benefits or early retirement benefits as referred to in Section 8(a)(i) or (ii), but is eligible to receive vested benefits under the Retirement Plan, the annuity shall commence with the first month following the Executive’s 62nd birthday.

(iv) If the Executive’s surviving spouse is eligible to receive death benefits under the Retirement Plan as a result of the Executive’s death before commencement of benefits under this Section 8, the annuity shall commence in the month that benefits would have commenced as provided in this Section 8(a) if the Executive had a Separation from Service on the date of death (or on the Executive’s actual Separation from Service, if earlier) and then survived until benefits had commenced.

(b) Form of Benefit.

(i) Annuity Form. If the Executive elects a form of annuity benefit under the Retirement Plan at least 30 days prior to the first day of the month in which the benefit under this Section 8 is required to commence, the benefit under this Section 8 shall be paid in the same annuity form as selected under the Retirement Plan. If the Executive’s benefit under this Section 8 commences earlier than the Executive’s benefit under the Retirement Plan, the Executive may, at least 30 days prior to the first day of the month in which the benefit under this Section 8 is required to commence and otherwise in accordance with the rules of the Retirement Plan, elect any of the standard or optional annuity forms of benefit described in 6.01 and 6.02 of the Retirement Plan, other than a joint and survivor annuity upon marriage or remarriage after the annuity starting date. If the Executive does not make a timely election under this Section 8(b), the benefit under this Section 8 shall be paid in the default annuity form applicable to the Executive under the Retirement Plan.

(ii) Small Benefit Cash Out. If the actuarial equivalent lump sum present value of the Executive’s benefit under this Section 8, based on the actuarial assumptions used for determining equivalent benefits under the Retirement Plan at the time of the Executive’s commencement of benefits, is no more than the applicable dollar amount under Section 402(g)(1)(B) of the Internal Revenue Code (which is $23,500 in 2025), the benefit shall be paid as a lump sum in such amount at the time annuity payments would have otherwise commenced under Section 8(a).

(c) Amount. The amount payable by the Company each month to the Executive or Executive’s beneficiaries under the Plan shall be:

(i) The amount that would be payable at such time under the Retirement Plan assuming that (1) benefits had commenced on the date specified in Section 8(a), (2) benefits were payable in the annuity benefit form determined under Section 8(b), (3) all accrued benefits under the Retirement Plan were payable only in the annuity form as provided in Section 8(d), and (4) all Salary and Bonus deferred by the Executive under the Plan and under the Company’s former Executive Deferred Compensation Plan (the “Prior EDCP”) had been “paid” to or “received” by Executive in the year when the deferral was made, provided that all such deferred amounts shall be subject to the other applicable definitions and rules of the Retirement Plan relating to benefit determination; plus

(ii) The reduction, if any, in the amount of the monthly Social Security benefit payable to the Executive, provided that such reduction results from the fact that compensation deferred under the Plan causes the primary Social Security Benefit payable to the

Executive to be reduced, with the amount under this Section 8(c)(ii) calculated assuming commencement of Social Security benefits at the earliest possible time, no earnings after Separation from Service and no projected increases in the national average wage index or cost of living between Separation from Service and commencement of benefits; minus

(iii) The amount that would actually be payable at such time under the Retirement Plan assuming that (1) benefits had commenced on the date specified in Section 8(a), (2) benefits were payable in the annuity benefit form determined under Section 8(b), and (3) all accrued benefits under the Retirement Plan were payable only in the annuity form as provided in Section 8(d).

(d) Retirement Plan Lump Sum Election Ignored. Notwithstanding any election by an Executive to receive a portion of Executive’s Retirement Plan benefit as a lump sum, the amount of the supplemental retirement benefit as determined under Section 8(c) shall be calculated and determined as if Executive were to receive Executive’s entire accrued Retirement Plan benefit in the annuity form determined under Section 8(b).

(e) Six-Month Minimum Delay. Notwithstanding the foregoing, no supplemental retirement benefit payments under this Section 8 shall be paid to any Executive until the seventh month following the month of the Executive’s Separation from Service. Any payments that would have been paid if not for this Section 8(e) shall be accumulated and paid in full in the seventh month following the month of the Executive’s Separation from Service together with interest from the date each payment otherwise would have been payable until the date actually paid. Interest for any period will be paid at the same rate applicable for that period under Section 6(f).

(f) Waiver of Comparable Benefits Under Prior EDCP. Because amounts deferred under the Prior EDCP are taken into account in calculating the benefits payable under this Section 8, acceptance of the benefits under this Section 8 shall be deemed to be a waiver of the comparable benefits set forth in Section 5.7 of the Prior EDCP.

9.Administration.

(a)Committee Duties. The Plan shall be administered by the Organization and Executive Compensation Committee of the Board (the “Committee”). The Committee shall have responsibility for the general administration of the Plan and for carrying out its intent and provisions. The Committee shall interpret the Plan and have such powers and duties as may be necessary to discharge its responsibilities and shall have absolute discretion to carry out its responsibilities under the Plan. The Committee may, from time to time, employ other agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Company.

(b)Tax Law Compliance. The Committee shall have the authority to cancel any Participation Agreement in whole or in part, and immediately distribute any compensation deferred under such Participation Agreement, but only to the extent the Committee determines that deferral of compensation in accordance with such Participation Agreement has or will violate Section 409A of the Internal Revenue Code and therefore has or will require immediate inclusion of such compensation in the income of the Participant.

(c)Binding Effect of Decisions. The decision or action of the Committee in respect of any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

10.Claims Procedure.

(a)Adoption of Procedures. The Committee shall establish administrative processes and safeguards to ensure and verify that claims decisions are made in accordance with the Plan and that, when appropriate, Plan provisions have been applied consistently with respect to similarly situated claimants. Any person claiming a payment or requesting an interpretation, ruling, or information under the Plan shall present the request in writing to the Committee

(b)Decision on Initial Claim. The Committee will notify the claimant of an adverse determination within a reasonable time not longer than 90 days after the Committee receives the claim, unless special circumstances require an extension of time. The Committee will notify a claimant in writing of the need for any extension under (b) before the end of the initial 90 days. Any notice of extension will indicate the special circumstances requiring the extension and the date by which a decision is expected. Any extension will be no longer than another 90 days after the initial period. The Committee will provide the claimant with written or electronic notification of any adverse determination on a claim, including:

(i)The specific reason(s) for the determination.

(ii)Reference to the specific Plan provisions on which the determination is based.

(iii)A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why it is necessary.

(iv)A description of the review procedures under 10(c) and the applicable time limits.

(v)A statement of the claimant’s right to bring a legal action under ERISA following any adverse determination on review.

(c)Review of Denied Claim. Any person whose claim or request is denied may request review by notice in writing to the Committee no later than 60 days after the claimant receives notice of the adverse determination. The claimant may submit written comments, documents, records, and other information relating to the claim. Upon request and at no charge, the claimant may have copies of any document, record, or other information that was relied on in making the determination; was submitted, considered, or generated in the course of making the determination, whether or not relied on; or demonstrates compliance with the processes and safeguards under this section.

(i)The Committee’s review shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, whether or not considered in the initial determination.

(ii)The Committee may, but shall not be required to, grant the claimant a hearing.

(d)Response on Appeal. The Committee shall review any appeal and will notify the claimant of its determination on review within a reasonable time not longer than

60 days after the Committee receives the request for review, unless an extension of time is required for a hearing or other special circumstances.

(i)The Committee will notify a claimant in writing of the need for any extension before the end of the initial 60 days (45 days in the case of a claim involving a disability determination). Any notice of extension will indicate the special circumstances requiring the extension and the date by which a decision is expected. No extension will be longer than another 60 days (45 days in the case of a claim involving a disability determination) after the initial period.

(ii)The Committee will provide the claimant with written or electronic notification of its determination on appeal. If the determination is adverse, the notice will include the specific reason or reasons for the determination; reference to the specific Plan provisions on which the determination is based; a statement that, upon request and at no charge, the claimant may have copies of any document, record, or other information under 10(c); and a summary of the claimant’s right to bring a civil action under ERISA.

(e)All decisions on review shall be final and bind all parties concerned.

11.Amendment and Termination of the Plan.

(a)Amendment. The Board may at any time amend the Plan in whole or in part; provided, however, that no amendment shall without the consent of each affected Participant (i) decrease or restrict the amount credited to any Account maintained under the Plan as of the date of amendment, or (ii) accelerate or decelerate the payment of benefits with respect to amounts credited to any Account as of the date of the amendment.

(b)Termination. The Board may at any time partially or completely terminate the Plan if, in its judgment, the tax, accounting, or other effects of the continuance of the Plan, or potential payments thereunder, would not be in the best interests of the Company.

(i)Partial Termination. The Board may partially terminate the Plan by instructing the Committee not to accept any additional Participation Agreements and terminating deferrals under all existing Participation Agreements. In the event of such a partial termination, the Plan shall continue to operate and be effective with regard to all compensation deferred prior to the effective date of such partial termination.

(ii)Complete Termination. The Board may completely terminate the Plan, provided such termination is covered by an exception (set forth in regulations or other guidance of the Internal Revenue Service) to the prohibition on acceleration of deferred compensation. In that event, on the effective date of the complete termination, the Plan shall cease to operate and the Company shall determine the balance of each Participant’s Accounts as of the close of business on such effective date. The Company shall pay out such Account balances to the Participants in a single lump sum payment as soon as practicable after such effective date.

12.Miscellaneous.

(a)Unsecured General Creditor. The Accounts shall be established solely for the purpose of measuring the amounts owed to Participants or beneficiaries under the Plan. Participants and their beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interest or claims in any property or assets of the Company, nor shall they be beneficiaries of, or have any rights, claims or interests in any mutual funds, other investment products or the proceeds therefrom owned or which may be acquired by the Company. Except as may be

provided in Section 12(b), such mutual funds, other investment products or other assets of the Company shall not be held under any trust for the benefit of the Participants, their beneficiaries, heirs, successors or assigns, or held in any way as collateral security for the fulfilling of the obligations of the Company under the Plan. Any and all of the Company’s assets shall be, and remain, the general, unpledged, unrestricted assets of the Company. The Company’s obligation under the Plan shall be that of an unfunded and unsecured promise to pay money in the future, and the rights of Participants and beneficiaries shall be no greater than those of unsecured general creditors of the Company.

(b)Trust Fund. The Company shall be responsible for the payment of all benefits provided under the Plan; provided, however, that upon request of the Company at any time, Parent shall pay benefits that are payable in Parent Common Stock by issuing such shares to the applicable Participants or beneficiaries. The Company shall establish one or more trusts, with such trustees as the Board may approve, for the purpose of providing for the payment of benefits under the Plan, but the Company shall have no obligation to contribute to such trusts except as specifically provided in the applicable trust documents. Such trust or trusts shall be irrevocable, but the assets thereof shall be subject to the claims of the Company’s creditors. To the extent any benefits provided under the Plan are actually paid from any such trust, the Company shall have no further obligation with respect thereto, but to the extent not so paid, such benefits shall remain the obligation of, and shall be paid by, the Company.

(c)Non-assignability. Neither a Participant nor any other person shall have the right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be non-assignable and nontransferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.

(d)Not a Contract of Employment. The terms and conditions of the Plan shall not be deemed to constitute a contract of employment between the Company or Parent and any Participant, and the Participants (and their beneficiaries) shall have no rights against the Company or Parent except as may otherwise be specifically provided herein. Moreover, nothing in the Plan shall be deemed to give a Participant the right to be retained in the service of the Company or Parent or to interfere with the right of the Company or Parent to discipline or discharge the Participant at any time.

(e)Governing Law. The provisions of the Plan shall be construed and interpreted according to the laws of the State of Oregon, except as preempted by federal law.

(f)Validity. In case any provision of the Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but the Plan shall be construed and enforced as if such illegal and invalid provisions had never been inserted herein.

(g)Notice. Any notice or filing required or permitted to be given to the Company or the Committee under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to the Secretary of the Company. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

(h)Successors. The provisions of the Plan shall bind and inure to the benefit of the Company, Parent and their respective successors and assigns. The term successors as

used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of the Company or Parent, and successors of any such corporation or other business entity. Parent did not acquire all or substantially all of the assets of the Company in the reorganization transaction, and therefore Parent is not a successor to any of the obligations of the Company under the Plan.

The foregoing restatement of the Plan was approved by the Board of Directors of Northwest Natural Gas Company effective as of August 1, 2025.

NORTHWEST NATURAL GAS COMPANY

By: /s/ Justin Palfreyman_______________

Justin Palfreyman

CEO

Attest: /s/ Melinda Rogers___________

Melinda Rogers

Vice President Chief Human Resources & Diversity Officer

Northwest Natural Holding Company hereby acknowledges and accepts its obligation under Section 12(b) of the Plan.

NORTHWEST NATURAL HOLDING COMPANY

By: /s/ Justin Palfreyman_______________

Justin Palfreyman

CEO and President

Document

EXHIBIT 31.1

CERTIFICATION

I, Justin B. Palfreyman, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarterly period ended June 30, 2025 of Northwest Natural Gas Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2025

/s/ Justin B. Palfreyman

Justin B. Palfreyman

Chief Executive Officer

Document

EXHIBIT 31.2

CERTIFICATION

I, Raymond Kaszuba III, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarterly period ended June 30, 2025 of Northwest Natural Gas Company;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2025

/s/ Raymond Kaszuba III

Raymond Kaszuba III

Senior Vice President and Chief Financial Officer

Document

EXHIBIT 31.3

CERTIFICATION

I, Justin B. Palfreyman, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarterly period ended June 30, 2025 of Northwest Natural Holding Company;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2025

/s/ Justin B. Palfreyman

Justin B. Palfreyman

President and Chief Executive Officer

Document

EXHIBIT 31.4

CERTIFICATION

I, Raymond Kaszuba III, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarterly period ended June 30, 2025 of Northwest Natural Holding Company;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2025

/s/ Raymond Kaszuba III

Raymond Kaszuba III

Senior Vice President and Chief Financial Officer

Document

EXHIBIT 32.1

NORTHWEST NATURAL GAS COMPANY

Certificate Pursuant to Section 906

of Sarbanes – Oxley Act of 2002

Each of the undersigned, JUSTIN B. PALFREYMAN, Chief Executive Officer, and RAYMOND KASZUBA III, the Chief Financial Officer, of NORTHWEST NATURAL GAS COMPANY (the Company), DOES HEREBY CERTIFY that:

1. The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the Report) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

IN WITNESS WHEREOF, each of the undersigned has caused this instrument to be executed this 5th day of August 2025.


/s/ Justin B. Palfreyman
Justin B. Palfreyman
Chief Executive Officer


/s/ Raymond Kaszuba III
Raymond Kaszuba III
Senior Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Northwest Natural Gas Company and will be retained by Northwest Natural Gas Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Document

EXHIBIT 32.2

NORTHWEST NATURAL HOLDING COMPANY

Certificate Pursuant to Section 906

of Sarbanes – Oxley Act of 2002

Each of the undersigned, JUSTIN B. PALFREYMAN, Chief Executive Officer, and RAYMOND KASZUBA III, the Chief Financial Officer, of NORTHWEST NATURAL HOLDING COMPANY (the Company), DOES HEREBY CERTIFY that:

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

IN WITNESS WHEREOF, each of the undersigned has caused this instrument to be executed this 5th day of August 2025.


/s/ Justin B. Palfreyman
Justin B. Palfreyman
President and Chief Executive Officer


/s/ Raymond Kaszuba III
Raymond Kaszuba III
Senior Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Northwest Natural Holding Company and will be retained by Northwest Natural Holding Company and furnished to the Securities and Exchange Commission or its staff upon request.