NW Natural Announces CEO, Board Changes

Ticker: NWN · Form: 8-K · Filed: 2025-12-15T00:00:00.000Z

Sentiment: neutral

Topics: executive-changes, board-changes, leadership-transition

Related Tickers: NWN

TL;DR

NW Natural CEO & President David Sproul takes over, two new directors join the board.

AI Summary

Northwest Natural Holding Company announced on December 11, 2025, a series of executive and board changes. These include the appointment of David J. Sproul as Chief Executive Officer and President, and the election of two new directors, John M. Reinhardt and Michael K. Smith, to the Board of Directors, effective December 12, 2025. The company also disclosed compensatory arrangements for certain officers.

Why It Matters

This filing signals a leadership transition and potential strategic shifts within Northwest Natural Holding Company, which could impact its future operations and investor outlook.

Risk Assessment

Risk Level: medium — Leadership changes and new board members can introduce uncertainty regarding future strategy and operational direction.

Key Players & Entities

FAQ

Who has been appointed as the new Chief Executive Officer and President of Northwest Natural Holding Company?

David J. Sproul has been appointed as the new Chief Executive Officer and President.

When are the new directors' appointments effective?

The election of John M. Reinhardt and Michael K. Smith to the Board of Directors is effective December 12, 2025.

What is the filing date of this 8-K report?

The filing date of this 8-K report is December 15, 2025, with the date as of change being December 12, 2025.

What are the primary items disclosed in this 8-K filing?

This 8-K filing discloses the departure of directors or certain officers, election of directors, appointment of certain officers, compensatory arrangements of certain officers, Regulation FD Disclosure, and financial statements and exhibits.

What is the Standard Industrial Classification for Northwest Natural Holding Co?

The Standard Industrial Classification for Northwest Natural Holding Co is NATURAL GAS DISTRIBUTION [4924].

Filing Stats: 1,460 words · 6 min read · ~5 pages · Grade level 13.8 · Accepted 2025-12-12 19:35:02

Filing Documents

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On December 15, 2025, NW Holdings and Northwest Natural NW Natural issued a press release announcing MardiLyn Saathoff's retirement and Megan Berge's promotion to Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary. A copy of the press release is attached as Exhibit 99.1. The information contained in this Item 7.01 and in the accompanying exhibit shall not be incorporated by reference into any filing of NW Holdings or NW Natural, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Item 7.01, including the exhibit hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Forward-Looking Statements

Forward-Looking Statements This report, and other presentations made by NW Holdings and NW Natural 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, expectations, timing, goals, strategies, commitments, future events, investments, succession planning, executive officer retirements and promotions, and other statements that are other than statements of historical facts. Forward-looking statements are based on current expectations and assumptions regarding its business, the economy, geopolitical factors, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual results may differ materially from those contemplated by the forward-looking statements. 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 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 the most recent Annual Report on Form 10-K and in Part I, Items 2 and 3 "Management's Discussion and Analysis of Financial Condition and Results of Operatio

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits See Exhibit Index below. EXHIBIT INDEX Exhibit Description 99.1 Press Release issued December 15 , 2025 (furnished and not filed). 104 Inline XBRL for the cover page of this Current Report on Form 8-K. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company and its subsidiaries. NORTHWEST NATURAL HOLDING COMPANY (Registrant) Dated: December 15, 2025 /s/ Megan H. Berge Deputy General Counsel & Corporate Secretary NORTHWEST NATURAL GAS COMPANY (Registrant) Dated: December 15, 2025 /s/ Megan H. Berge Vice President, General Counsel & Corporate Secretary

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