Northwest Natural Holding Co

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

250 SW TAYLOR STREET

PORTLAND, OR 97204

April 11, 2024

To the Shareholders of Northwest Natural Holding Company:

We are pleased to share that at the time we are preparing this notice of the 2024 Annual Meeting of Shareholders of Northwest Natural Holding Company (NW Holdings or the Company), NW Holdings has been designated as one of the 2024 World’s Most Ethical Companies®.1 This is the third year in a row NW Holdings has received this honor. NW Holdings is one of only eight honorees in the energy and utilities industry. In all, 136 honorees were recognized spanning 20 countries in 44 industries. We recently celebrated our 165 th anniversary at NW Natural and throughout our history, we have worked hard to do things the right way. This recognition is a reflection of the integrity and good work by our employees throughout our company, and we are proud of all of the work we do in these areas on behalf of our shareholders.

We cordially invite you to attend the 2024 Annual Meeting of Shareholders of Northwest Natural Holding Company, which will be held on Thursday, May 23, 2024, commencing at 2:00 p.m. Pacific Daylight Time, conducted via live webcast atwww.virtualshareholdermeeting.com/NWN2024. We have found that this format allows shareholders to participate regardless of where they are located, and affords our shareholders the same rights and access as if the meeting were held in person, including the ability to vote shares and submit questions electronically during the meeting.

At the meeting you will be asked to consider and vote upon three proposals: (1) the election of four Class I directors for terms of three years; (2) an advisory vote to approve named executive officer compensation; and (3) the ratification of the appointment of PricewaterhouseCoopers LLP as NW Holdings’ independent registered public accountants for the fiscal year 2024. Your Board of Directors unanimously recommends that you vote FOR each of Proposals 1, 2 and 3. In connection with the meeting, we enclose a notice of the meeting, a Proxy Statement, and a proxy card. You are entitled to participate in the Annual Meeting if you were a holder of record of NW Holdings common stock at the close of business on April 4, 2024, the record date set for the meeting. Please see page 2 for further instructions on attending the Annual Meeting.

Detailed information relating to NW Holdings’ business activities and operating performance is contained in our 2023 Annual Report, which is also enclosed. We also invite you to review NW Holdings’ annual Community and Sustainability report found atwww.nwnatural.com/about-us/environment/business-practices, which highlights all of the important work NW Holdings has accomplished in these areas.

It is important that your shares are represented and voted at the meeting. Whether or not you plan to attend, please vote your shares in one of three ways: via internet, telephone or mail. Instructions regarding internet and telephone voting are included on the proxy card or Voting Instruction Form. If you elect to vote by mail, please sign, date and return the proxy card or Voting Instruction Form in the enclosed postage-paid envelope. Your proxy may be revoked at any time before it is exercised in the manner set forth in the Proxy Statement.

250 SW TAYLOR STREET

PORTLAND, OREGON 97204

(503)226-4211

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

Portland, Oregon, April 11, 2024

To our Shareholders:

The 2024 Annual Meeting of Shareholders of Northwest Natural Holding Company (NW Holdings or the Company) will be held on Thursday, May 23, 2024 at 2:00 p.m. Pacific Daylight Time, in a virtual meeting format only, conducted via live webcast atwww.virtualshareholdermeeting.com/NWN2024 for the following purposes:

We are holding the Annual Meeting in an electronic meeting format to allow shareholders to participate regardless of their location. This format will allow you to vote your shares and submit questions electronically during the meeting in accordance with the rules of conduct for the meeting.

If you were a holder of record of NW Holdings common stock at the close of business on April 4, 2024, the record date set for the Annual Meeting, you will be entitled to vote upon all matters properly submitted to shareholder vote at the meeting.

Our Board of Directors is soliciting the proxies of all holders of NW Holdings common stock who may be unable to attend the meeting or who desire to vote by proxy before the meeting. These proxies also will instruct the fiduciary under NW Holdings’ Dividend Reinvestment and Direct Stock Purchase Plan to vote any shares held for shareholders’ benefit thereunder, as indicated on the proxies. In addition, the trustee of Northwest Natural Gas Company’s (NW Natural) Retirement K Savings Plan (401(k) Plan) will vote any shares of NW Holdings common stock that are allocated to participants’ 401(k) Plan accounts as directed by the participants. To the extent participants do not provide voting directions, the trustee will vote the undirected shares in the same proportion as the 401(k) Plan shares for which voting directions are received. A proxy and a stamped return envelope are enclosed for your use. No postage is needed if mailed in the United States. Instructions regarding internet and telephone voting also are included on the enclosed proxy card or Voting Instruction Form.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY

MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON

MAY 23, 2024

This Proxy Statement and our 2023 Annual Report are available atwww.nwnaturalholdings.com.

Your vote is very important to us. We urge you to vote by promptly marking, signing, dating, and returning the enclosed proxy card or Voting Instruction Form, or by granting a proxy by the internet or telephone in accordance with the instructions on the enclosed proxy card or Voting Instruction Form, as soon as possible. Your prompt vote will save us the additional expense of further requests to ensure the presence of a quorum. You may vote electronically at the virtual meeting whether or not you previously have returned your proxy.

By Order of the Board of Directors,

Shawn M. Filippi

Vice President, Chief Compliance Officer and Corporate Secretary

PROXY STATEMENT

OF

April 11, 2024