{"url_path":"/sec/nwn/8-k/2026-06-05/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","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":958,"has_tables":true,"body_markdown":"Item 8.01Other Events.\n\nOn June 4, 2026, NW Natural Water Company, LLC (“NW Natural Water”), an Oregon limited liability company and a subsidiary of NW Holdings, issued and sold (i) $33,000,000 in aggregate principal amount of its 5.15% Senior Notes, Series A, due June 4, 2031 (the “Series A Notes”) and (ii) $42,000,000 in aggregate principal amount of its 5.58% Senior Notes, Series B, due June 4, 2036 (the “Series B Notes,” and, together with the Series A Notes, the “NW Natural Water Notes”), to certain institutional investors pursuant to a Note Purchase Agreement dated June 4, 2026 (the “NW Natural Water Note Purchase Agreement”), in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.\n\nThe Series A Notes and Series B Notes bear interest at the rate of 5.15% and 5.58%, respectively, 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 and June 4, 2036, respectively. The Series A Notes and Series B Notes will be subject to prepayment at the option of NW Natural Water, in whole or in part, in an amount not less than 5% of the aggregate principal amount of the NW Natural Water 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 and March 4, 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 NW Natural Water Note Purchase Agreement. The NW\n\nNatural Water Notes require NW Natural Water to maintain a consolidated indebtedness to total capitalization ratio of 70% or less.\n\nNW Holdings is not a party to the NW Natural Water Note Purchase Agreement or any of the other related transaction documents, and NW Holdings has not provided a guarantee of any of NW Natural Water’s obligations under the NW Natural Water Note Purchase Agreement, the NW Natural Water Notes, or any of the other related transaction documents.\n\nNW Natural Water expects to use the proceeds of the NW Natural Water Notes for general corporate purposes, including the repayment of NW Natural Water’s existing indebtedness under that certain Credit Agreement dated as of June 10, 2021, among NW Natural Water Company, LLC, Northwest Natural Holding Company, as Guarantor, and Bank of America, N.A., due June 10, 2026.\n\nForward-Looking Statements\n\nThis report, and other presentations made by NW Holdings 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; timing; goals; strategies; future events; projections; expectations; forecasts; outlooks; expenses; credit ratings and profile; investments; the likelihood, timing, and amount and use of proceeds associated with any transaction; financial results; financial position; targeted or permitted capital structure; revenues and earnings; performance; and other statements that are not statements of historical facts.\n\nForward-looking statements by NW Holdings are based on its 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. You are therefore cautioned against relying on any of these forward-looking statements. Forward-looking statements are neither statements of historical fact nor guarantees or assurances of future operational, economic or financial 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 NW Holdings’ 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 Operations” and “Quantitative and Qualitative Disclosures About Market Risk”, and Part II, Item 1A, “Risk Factors”, in NW Holdings’ Quarterly Reports on Form 10-Q filed thereafter, which, among others, outline legal, regulatory and legislative risks, public health risks, financial, macroeconomic and geopolitical risks, growth and strategic risks, operational risks, business continuity and technology risks, environmental risks and risks related to NW Holdings’ water and renewables businesses.\n\nAll forward-looking statements made in this report and all subsequent forward-looking statements, whether written or oral and whether made by or on behalf of NW Holdings, are expressly qualified by these cautionary statements. Any forward-looking statement speaks only as of the date on which such statement is made, and NW Holdings undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. New factors emerge from time to time and it is not possible to predict all such factors, nor can NW Holdings predict the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements."}