{"url_path":"/sec/nwn/8-k/2026-06-05/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1733998/0001733998-26-000114-index.html","accession_number":"0001733998-26-000114","cik":"0001733998","ticker":"NWN","issuer_name":"Northwest Natural Holding Co","edgar_url":"https://www.sec.gov/Archives/edgar/data/1733998/0001733998-26-000114-index.html","primary_entity_key":"0001733998","primary_entity_name":"Northwest Natural Holding Co"},"word_count":471,"has_tables":true,"body_markdown":"Item 1.01Entry Into a Material Definitive Agreement.\n\nOn June 4, 2026, Northwest Natural Holding Company (“NW Holdings”) (i) issued and sold $50,000,000 in aggregate principal amount of its 5.35% Senior Notes, Series E, due June 4, 2031 (the “Series E Notes”), (ii) agreed to issue and sell $10,000,000 in aggregate principal amount of its 5.35% Senior Notes, Series F, due August 5, 2031 (the “Series F Notes”) and (iii) agreed to issue and sell $60,000,000 in aggregate principal amount of its 5.83% Senior Notes, Series G, due August 5, 2036 (the “Series G Notes,” and, together with the Series E Notes and the Series F Notes, the “Notes”), to certain institutional investors pursuant to a Note Purchase Agreement, dated June 4, 2026 (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 F Notes and Series G Notes are scheduled to be issued and sold on August 5, 2026, subject to customary closing conditions.\n\nThe Series E Notes bear interest at the rate of 5.35% per annum, payable semi-annually on June 4, and December 4 of each year, commencing December 4, 2026, and will mature on June 4, 2031. The Series F Notes and the Series G Notes will bear interest at the rate of 5.35% and 5.83%, respectively, per annum, payable semi-annually on February 5, and August 5 of each year, commencing February 5, 2027, and will mature on August 5, 2031, and August 5, 2036, respectively. The Series E Notes, the Series F Notes, and the Series G Notes will be subject to prepayment at the option of NW Holdings, in whole or in part, in an amount not less than 5% of the aggregate principal amount of the Notes of such series then outstanding in the case of a partial prepayment, (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 May 4, 2031, July 5, 2031, and May 5, 2036, 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 NW Holdings to maintain a consolidated indebtedness to total capitalization ratio of 70% or less.\n\nNW Holdings expects to use the proceeds of the Notes for general corporate purposes, including the repayment of NW Holdings’ existing indebtedness.\n\nThe description set forth above is qualified in its entirety by reference to the Note Purchase Agreement filed as Exhibit 4.1 to this Current Report on Form 8-K."}