nwn-20250825


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

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. ☐

On August 25, 2025, SiEnergy Gas, LLC (“SiEnergy”), a Texas limited liability company and an indirect subsidiary of Northwest Natural Holding Company (“NW Holdings”), issued and sold (i) $50,000,000 in aggregate principal amount of its 4.86% Senior Notes, Series A, due August 25, 2030 (the “Series A Notes”), (ii) $40,000,000 in aggregate principal amount of its 5.42% Senior Notes, Series B, due August 25, 2035 (the “Series B Notes”), and (iii) $95,000,000 in aggregate principal amount of its 6.04% Senior Notes, Series C, due August 25, 2055 (the “Series C Notes”, and, together with the Series A Notes and Series B Notes, the “Notes”), to certain institutional investors pursuant to a Note Purchase Agreement dated August 25, 2025 (the “Note Purchase Agreement”), in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

The Series A Notes, Series B Notes, and Series C Notes bear interest at the rate of 4.86%, 5.42%, and 6.04%, respectively, per annum, payable semi-annually on June 15 and December 15 of each year, commencing December 15, 2025, and will mature on August 25, 2030, August 25, 2035, and August 25, 2055, respectively. The Series A Notes, Series B Notes, and Series C Notes will be subject to prepayment at the option of SiEnergy, in whole or in part, (i) at any time at a price equal to 100% of the principal amount thereof, plus the applicable “make-whole” premium and accrued and unpaid interest thereon to the date of prepayment, and (ii) at any time on or after July 25, 2030, May 25, 2035, and February 25, 2055, respectively, at 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of prepayment, but without the payment of a “make-whole” premium, in each case, so long as there is no default or event of default under the Note Purchase Agreement. The Notes require SiEnergy to maintain a consolidated indebtedness to total capitalization ratio of 70% or less. The Notes are secured by a first priority lien on substantially all of the assets of SiEnergy.

NW Holdings is not a party to the Note Purchase Agreement or any of the other transaction documents, and NW Holdings has not provided a guarantee of any of SiEnergy's obligations under the Note Purchase Agreement, the Notes, or any of the other related transaction documents.

This report, and other presentations made by NW Holdings from time to time, may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipates,” “assumes,” “continues,” “could,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “will” and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements regarding the following: plans; objectives; assumptions; estimates; timing; goals; strategies; future events; projections; expectations; forecasts; outlooks; expenses; credit ratings and profile; investments; the likelihood, timing, and amount and use of proceeds associated with any transaction; financial results; financial position; targeted or permitted capital structure; revenues and earnings; performance; and other statements that are not statements of historical facts.

Forward-looking statements by NW Holdings are based on its current expectations and assumptions regarding its business, the economy, geopolitical factors, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual results may differ materially from those contemplated by the forward-looking statements. You are therefore cautioned against relying on any of these forward-looking statements. Forward-looking statements are neither statements of historical fact nor guarantees or assurances of future operational, economic or financial performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed by reference to the factors described in Part I, Item 1A “Risk Factors”, and Part II, Item 7 and Item 7A “Management's Discussion and

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

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


Oregon						82-4710680
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification No.)


						NORTHWEST NATURAL HOLDING COMPANY
						(Registrant)

Dated: August 26, 2025						/s/ Megan H. Berge
						Deputy General Counsel & Corporate Secretary


Item 8.01.			Other Events