NORTHWEST NATURAL GAS CO

Entry Into Credit Facilities

The following disclosure is intended to satisfy any obligation to provide disclosures pursuant to Item 1.01 and 2.03 of Form 8-K.

New NW Holdings Credit Facility

On November 3, 2025, NW Holdings entered into a Second Amended and Restated Credit Agreement (NW Holdings Credit Agreement) providing for unsecured revolving loans with JPMorgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A., U.S. Bank National Association, and Wells Fargo Bank, National Association, as co-syndication agents (NW Holdings Facility). The aggregate commitment under the NW Holdings Facility is $250 million, with an accordion feature whereby NW Holdings may request, subject to certain agent or lender consent rights, increases in the aggregate commitment amount of up to an additional $100 million. NW Holdings expects the NW Holdings Facility to be used primarily to back the NW Holdings commercial paper program.

The NW Holdings Facility permits the usage of a portion of the revolving credit facility for the issuance of letters of credit in an aggregate amount of up to $40 million for the account of NW Holdings. Generally, NW Holdings is required to reimburse drawings on letters of credit on the same day such drawings are made, provided that NW Holdings may (subject to the conditions to borrowing set forth in the NW Holdings Facility) finance such reimbursements with a revolving loan that will bear interest at the Alternate Base Rate (as defined).

The maturity date for the NW Holdings Facility is November 3, 2030 (or, if such day is not a business day, the immediately preceding business day), provided that NW Holdings may request, subject to lender consent rights, up to two, additional one-year extensions. NW Holdings may prepay any ABR Loan (as defined) without premium payment or penalty. NW Holdings may prepay a Term Benchmark Loan (as defined) without premium or penalty except customary breakage fees if prepaid on a date that is other than the end of the applicable interest period.

Under the terms of the NW Holdings Facility, NW Holdings will pay arrangement fees, upfront fees, administrative agent fees, letter of credit fronting fees and annual facility fees but is not required to maintain compensating bank balances. The interest rates on borrowings under the NW Holdings Facility are based on the Debt Rating, which is defined as certain credit ratings assigned by Standard & Poor’s (S&P), Moody’s Investor Services (Moody’s) to certain categories of indebtedness of NW Holdings, and range from (a) the Term SOFR Rate plus 0.680% to 1.275%, for Term Benchmark Loans, or (b) the Alternate Base Rate equal to the greatest of (i) the “prime rate” quoted by The Wall Street Journal, (ii) the NYFRB Rate (as defined) in effect on such day plus 0.50%, and (iii) the Term SOFR Rate for a one-month interest period plus 1.00%, plus 0.000% to 0.275%, in each case based upon the Debt Rating. In addition, NW Holdings will pay (a) a Facility Fee equal to 0.070% to 0.225% per annum on the average daily amount (whether used or unused) of the lenders’ aggregate commitments under the NW Holdings Facility, and (b) a letter of credit fee for each outstanding letter of credit which shall accrue on the average daily amount of each lender’s LC Exposure (as defined) at a per annum rate equal to 0.680% to 1.275%, in each case based upon the Debt Rating.

The NW Holdings Facility requires NW Holdings to maintain a credit rating with any one of S&P, Moody’s, or Fitch Ratings, Inc. and that NW Holdings notify the lenders of any change in the debt rating of NW Natural or in Holdings’ Debt Rating by such rating agencies. A change in NW Holdings’ Debt Rating is not an event of default, nor is the maintenance of a specific minimum level of credit rating a condition to drawing upon the NW Holdings Facility. However, interest rates on any loans outstanding and certain fee amounts under the NW Holdings Facility are determined based upon NW Holdings’ Debt Rating, which may increase or decrease the cost of borrowings and the amounts of certain fees when such ratings are changed.

Conditions to borrowing under the NW Holdings Facility include the truth and correctness in all material respects of all representations and warranties in the credit agreement (with certain representations only made in the case of the initial loans) and that no default or event of default may exist at the time of or immediately after giving effect to such borrowing.

NW Holdings is subject to various affirmative and negative covenants and reporting obligations under the NW Holdings Credit Agreement. These include, among others, restrictions on certain fundamental changes with respect to NW Holdings and its significant subsidiaries, including any merger or any sale, lease, transfer or other disposal of all or substantially all assets, maintenance of 100% of the equity interests of NW Natural (with a specified exception), free and clear of all liens, and maintenance of a ratio of Consolidated Indebtedness to Total Capitalization (each as defined) of 70 percent or less. Events of default under the NW Holdings Credit Agreement include non-payment of amounts due to the lenders, violation of covenants, incorrect representations, failure to pay other material indebtedness, judgments, specified insolvency-related events, a change in control, certain ERISA events, and invalidity of loan documents, subject to, in certain instances, specified thresholds, cure periods and exceptions. The occurrence of an event of default would entitle the lenders to terminate their lending commitments and to accelerate the maturity of all amounts outstanding.

The descriptions of the NW Holdings Facility do not purport to be complete and are qualified in their entirety by reference to the NW Holdings Credit Agreement, a copy of which is attached as Exhibit 10.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

New NW Natural Credit Facility

On November 3, 2025, NW Natural entered into a Second Amended and Restated Credit Agreement (NW Natural Credit Agreement) providing for unsecured revolving loans with JPMorgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A., U.S. Bank National Association, and Wells Fargo Bank, National Association, as co-syndication agents (NW Natural Facility). The aggregate commitment under the NW Natural Facility is $400 million, with an accordion feature whereby NW Natural may request, subject to certain agent or lender consent rights, increases in the aggregate commitment amount up to an additional $200 million. NW Natural expects the NW Natural Facility to be used primarily to back the NW Natural commercial paper program.

The NW Natural Facility permits the usage of a portion of the revolving credit facility for the issuance of letters of credit in an aggregate amount of up to $60 million for the account of NW Natural. Generally, NW Natural is required to reimburse drawings on letters of credit on the same day such drawings are made, provided that NW Natural may (subject to the conditions to borrowing set forth in the NW Natural Facility) finance such reimbursements with a revolving loan that will bear interest at the Alternate Base Rate (as defined in the NW Natural Facility).

The maturity date for the NW Natural Facility is November 3, 2030 (or, if such day is not a business day, the immediately preceding business day), provided that NW Natural may request, subject to lender consent rights, up to two, additional one-year extensions. NW Natural may prepay any ABR Loan (as defined) without premium payment or penalty. NW Natural may prepay a Term Benchmark Loan (as defined) without premium or penalty except customary breakage fees if prepaid on a date that is other than the end of the applicable interest period.

Under the terms of the NW Natural Facility, NW Natural will pay arrangement fees, upfront fees, administrative agent fees, letter of credit fees and annual facility fees but is not required to maintain compensating bank balances. The interest rates on borrowings under the NW Natural Facility, are based on the Debt Rating, which is defined as certain credit ratings assigned by Standard & Poor’s (S&P) or Moody’s Investor Services (Moody’s) to certain categories of indebtedness of NW Natural, and range from (a) the Term SOFR Rate plus 0.680% to 1.275%, for Term Benchmark Loans, or (b) the Alternate Base Rate equal to the greatest of (i) the “prime rate” quoted by The Wall Street Journal, (ii) the NYFRB Rate in effect on such day plus 0.50%, and (iii) the Term SOFR Rate for a one-month interest period plus 1.00%, plus 0.000% to 0.275%, in each case based upon the Debt Rating. In addition, NW Natural will pay (a) a Facility Fee equal to 0.070% to 0.225% per annum on the average daily amount (whether used or unused) of the lenders’ aggregate commitments under the NW Natural Facility, and (b) a letter of credit fee for each outstanding letter of credit which shall accrue on the average daily amount of each lender’s LC Exposure (as defined) at a per annum rate equal to 0.680% to 1.275%, in each case based upon the Debt Rating.

The NW Natural Facility requires that NW Natural maintain a credit rating with both S&P and Moody’s and that NW Natural notify the lenders of any change in the Debt Rating by such rating agencies. A change in the Debt Rating is not an event of default, nor is the maintenance of a specific minimum level of credit rating a condition to drawing upon the NW Natural Facility. However, interest rates on any loans outstanding and certain fee amounts under the NW Natural Facility are determined based upon the Debt Rating, which may increase or decrease the cost of borrowings and the amounts of certain fees when ratings are changed.

Conditions to borrowing under the NW Natural Facility include the truth and correctness in all material respects of all representations and warranties in the credit agreement (with certain representations only made in the case of the initial loans) and that no default or event of default may exist at the time of or immediately after giving effect to such borrowing.

NW Natural is subject to various affirmative and negative covenants and reporting obligations under the NW Natural Credit Agreement. These include, among others, restrictions on certain fundamental changes with respect to NW Natural and its significant subsidiaries, including any merger or any sale, lease, transfer or other disposal of all or substantially all assets, and maintenance of a ratio of Consolidated Indebtedness to Total Capitalization (each as defined) of 70 percent or less. Events of default under the NW Natural Credit Agreement include non-payment of amounts due to the lenders, violation of covenants, incorrect representations, failure to pay other material indebtedness, judgments, specified insolvency-related events, a change in control, certain ERISA events, and invalidity of loan documents, subject to, in certain instances, specified thresholds, cure periods and exceptions. The occurrence of an event of default would entitle the lenders to terminate their lending commitments and to accelerate the maturity of all amounts outstanding.

The descriptions of the NW Natural Facility do not purport to be complete and are qualified in their entirety by reference to the NW Natural Credit Agreement, a copy of which is attached as Exhibit 10.3 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

New SiEnergy Holdings Credit Facility

On November 3, 2025, SiEnergy Holdings entered into a Credit Agreement (SiEnergy Holding Credit Agreement) providing for unsecured revolving loans with JPMorgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A., U.S. Bank National Association, and Wells Fargo Bank, National Association, as co-syndication agents (SiEnergy Holdings Facility). The aggregate commitment under the SiEnergy Holding Facility is $75 million, with an accordion feature whereby SiEnergy Holdings may request, subject to certain agent or lender consent rights, increases in the aggregate commitment amount up to an additional $50 million. The SiEnergy Holdings Facility is expected to be drawn on from time to time and used for general corporate purposes, including, but not limited to, contributions from SiEnergy Holdings to its subsidiaries for working capital and other general corporate purposes.

The SiEnergy Holdings Facility permits the usage of a portion of the revolving credit facility for the issuance of letters of credit in an aggregate amount of up to $20 million for the account of SiEnergy Holdings. Generally, SiEnergy Holdings is required to reimburse drawings on letters of credit on the same day such drawings are made, provided that SiEnergy Holdings may (subject to the conditions to borrowing set forth in the SiEnergy Holdings Facility) finance such reimbursements with a revolving loan that will bear interest at the Alternate Base Rate (as defined).

The maturity date for the SiEnergy Holdings Facility is November 3, 2030 (or, if such day is not a business day, the immediately preceding business day), provided that SiEnergy Holdings may request, subject to lender consent rights, up to two, additional one-year extensions. SiEnergy Holdings may prepay any ABR Loan (as defined) without premium payment or penalty. SiEnergy Holdings may prepay a Term Benchmark Loan (as defined) without premium or penalty except customary breakage fees if prepaid on a date that is other than the end of the applicable interest period.

Under the terms of the SiEnergy Holdings Facility, SiEnergy Holdings will pay arrangement fees, upfront fees, administrative agent fees, letter of credit fronting fees and annual facility fees but is not required to maintain compensating bank balances. The SiEnergy Holdings Facility requires that SiEnergy Holdings maintain a credit rating with any one of S&P, Moody’s or certain other rating organizations.

The interest rates on borrowings under the SiEnergy Holdings Facility are based on the Debt Rating, which is defined as certain credit ratings assigned by Standard & Poor’s (S&P) or Moody’s Investor Services (Moody’s) to certain categories of indebtedness of SiEnergy Holdings, and range from (a) the Term SOFR Rate plus 0.680% to 1.275%, for Term Benchmark Loans, or (b) the Alternate Base Rate equal to the greatest of (i) the “prime rate” quoted by The Wall Street Journal, (ii) the NYFRB Rate in effect on such day plus 0.50%, and (iii) the Term SOFR Rate for a one-month interest period plus 1.00%, plus 0.000% to 0.275%, in each case based upon the Debt Rating. In addition, SiEnergy Holdings will pay (a) a Facility Fee equal to 0.070% to 0.225% per annum on the average daily amount (whether used or unused) of the lenders’ aggregate commitments under the SiEnergy Holdings Facility, and (b) a letter of credit fee for each outstanding letter of credit which shall accrue on the average daily amount of each lender’s LC Exposure (as defined) at a per annum rate equal to 0.680% to 1.275%, in each case based upon the Debt Rating. The SiEnergy Holdings Facility requires that SiEnergy Holdings notify the lenders of any change in the Debt Rating by S&P or Moody's. A change in the Debt Rating is not an event of default, nor is the maintenance of a specific minimum level of credit rating a condition to drawing upon the SiEnergy Holdings Facility. However, interest rates on any loans outstanding and certain fee amounts under the SiEnergy Holdings Facility are determined based upon the Debt Rating, which may increase or decrease the cost of borrowings and the amounts of certain fees when ratings are changed.

Conditions to borrowing under the SiEnergy Holdings Facility include the truth and correctness in all material respects of all representations and warranties in the credit agreement (with certain representations only made in the case of the initial loans) and that no default or event of default may exist at the time of or immediately after giving effect to such borrowing.

SiEnergy Holdings is subject to various affirmative and negative covenants and reporting obligations under the SiEnergy Holdings Credit Agreement. These include, among others, restrictions on certain fundamental changes with respect to SiEnergy Holdings and its significant subsidiaries, including any merger or any sale, lease, transfer or other disposal of all or substantially all assets, restrictions on the incurrence of indebtedness, certain dispositions of assets of SiEnergy Holdings or its subsidiaries, transactions involving SiEnergy Holdings or its subsidiaries with their affiliates, maintenance of ownership of 100% of the equity interests in SiEnergy Gas, LLC, free and clear of all liens, and maintenance of a ratio of Consolidated Indebtedness to Total Capitalization (each as defined) of 70 percent or less. Events of default under the SiEnergy Holdings Credit Agreement include non-payment of amounts due to the lenders, violation of covenants, incorrect representations, failure to pay other material indebtedness, judgments, specified insolvency-related events, a change in control, certain ERISA events, and invalidity of loan documents, subject to, in certain instances, specified thresholds, cure periods and exceptions. The occurrence of an event of default would entitle the lenders to terminate their lending commitments and to accelerate the maturity of all amounts outstanding.

The descriptions of the SiEnergy Holdings Facility do not purport to be complete and are qualified in their entirety by reference to the SiEnergy Holdings Credit Agreement, a copy of which is attached as Exhibit 10.4 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

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).

On August 18, 2025, Justin B. Palfreyman, President and Chief Executive Officer of NW Holdings and Chief Executive Officer of NW Natural, adopted a Rule 10b5‑1 trading arrangement for the purchase of shares of NW Holdings’ common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c) under the Exchange Act. Mr. Palfreyman's Rule 10b5‑1 trading arrangement provides for the potential purchase of up to 5,000 shares of NW Holdings’ common stock between November 17, 2025 and August 17, 2026, subject to conditions set forth in the arrangement, and so long as the market price of NW Holdings’ common stock is below certain threshold prices specified in Mr. Palfreyman's Rule 10b5‑1 trading arrangement.

Except as described above, during the three months ended September 30, 2025, none of our other officers or directors adopted or terminated any such trading arrangements.