NORTHWEST NATURAL GAS CO
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
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FY2025 · Filed Feb 27, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to___________
| Commission file number | 1-38681 | Commission file number | 1-15973 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| NORTHWEST NATURAL HOLDING COMPANY | NORTHWEST NATURAL GAS COMPANY | |||||||||
| (Exact name of registrant as specified in its charter) | (Exact name of registrant as specified in its charter) | |||||||||
| Oregon | 82-4710680 | Oregon | 93-0256722 | |||||||
| (State or other jurisdiction ofincorporation or organization) | (I.R.S. EmployerIdentification No.) | (State or other jurisdiction ofincorporation or organization) | (I.R.S. EmployerIdentification No.) | |||||||
| 250 S.W. Taylor Street | Portland | Oregon | 97204 | 250 S.W. Taylor Street | 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 | None | None | |||||||
| Securities registered pursuant to Section 12(g) of the Act: None. | ||||||||||
| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | ||||||||||
| NORTHWEST NATURAL HOLDING COMPANY | Yes | ☒ | No | ☐ | NORTHWEST NATURAL GAS COMPANY | Yes | ☐ | No | ☒ | |
| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. | ||||||||||
| NORTHWEST NATURAL HOLDING COMPANY | Yes | ☐ | No | ☒ | NORTHWEST NATURAL GAS COMPANY | Yes | ☐ | No | ☒ | |
| 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 | ☒ | No | ☐ | NORTHWEST NATURAL GAS COMPANY | Yes | ☒ | No | ☐ | |
| 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 | ☒ | No | ☐ | NORTHWEST NATURAL GAS COMPANY | Yes | ☒ | No | ☐ | |
| 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. | ||||||||||
| NORTHWEST NATURAL HOLDING COMPANY | Yes | ☒ | No | ☐ | NORTHWEST NATURAL GAS COMPANY | Yes | ☐ | No | ☒ | |
| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. | ||||||||||
| NORTHWEST NATURAL HOLDING COMPANY | Yes | ☐ | No | ☒ | NORTHWEST NATURAL GAS COMPANY | Yes | ☐ | No | ☒ | |
| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). | ||||||||||
| NORTHWEST NATURAL HOLDING COMPANY | Yes | ☐ | No | ☒ | NORTHWEST NATURAL GAS COMPANY | Yes | ☐ | No | ☒ | |
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| NORTHWEST NATURAL HOLDING COMPANY | Yes | ☐ | No | ☒ | NORTHWEST NATURAL GAS COMPANY | Yes | ☐ | No | ☒ |
As of the end of the second quarter of 2025, the aggregate market value of the shares of Common Stock of Northwest Natural Holding Company (based upon the closing price of these shares on the New York Stock Exchange on June 30, 2025) held by non-affiliates was $1,610,512,005.
At February 12, 2026,41,563,846 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-K 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 meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore filing this report with the reduced disclosure format.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Northwest Natural Holding Company's Proxy Statement, to be filed in connection with the 2026 Annual Meeting of Shareholders, are incorporated by reference in Part III.
TABLE OF CONTENTS
| Item · Page | |||
|---|---|---|---|
| Glossary of Terms and Abbreviations | 4 | ||
| Forward-Looking Statements | 6 | ||
| PART I | |||
| Item 1. | Business | 8 | |
| Overview | 8 | ||
| Business Model | 8 | ||
| Environmental Matters | 18 | ||
| Human Capital | 18 | ||
| Information About Our Executive Officers | 19 | ||
| Available Information | 19 | ||
| Item 1A. | Risk Factors | 20 | |
| Item 1B. | Unresolved Staff Comments | 35 | |
| Item 1C. | Cybersecurity | 32 | |
| Item 2. | Properties | 37 | |
| Item 3. | Legal Proceedings | 38 | |
| Item 4. | Mine Safety Disclosures | 38 | |
| PART II | |||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 39 | |
| Item 6. | Reserved | 39 | |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 39 | |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 72 | |
| Item 8. | Financial Statements and Supplementary Data | 75 | |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 152 | |
| Item 9A. | Controls and Procedures | 152 | |
| Item 9B. | Other Information | 152 | |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 133 | |
| PART III | |||
| Item 10. | Directors, Executive Officers and Corporate Governance | 153 | |
| Item 11. | Executive Compensation | 155 | |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 155 | |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 157 | |
| Item 14. | Principal Accountant Fees and Services | 157 | |
| PART IV | |||
| Item 15. | Exhibits and Financial Statement Schedules | 157 | |
| EXHIBIT INDEX | 158 | ||
| SIGNATURES | 163 | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.