NWN 8-K
Northwest Natural Holding Co (NWN)
8-K
2026-02-27
For: 2026-02-27
View Original
Added on
April 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
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| Registrant’s telephone number, including area code: | Registrant’s telephone number, including area code: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| 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 | |||||||||||
| Northwest Natural Gas Company | None | ||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ||||||||||||||
| Northwest Natural Holding Company | Emerging growth company | |||||||||||||
| Northwest Natural Gas 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. | ☐ | |||||||||||||
| Item 2.02 | Results of Operation and Financial Condition | ||||
On February 27, 2026, Northwest Natural Holding Company (NW Holdings) issued a press release announcing its earnings for the quarter and year ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1.
The information contained in this Item 2.02 and in the accompanying exhibit shall not be incorporated by reference into any filing of NW Holdings or Northwest Natural Gas Company (NW Natural), whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Item 2.02, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
Forward-Looking Statements
This press release, 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," "forecasts," "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, expectations, forecasts, outlooks, timing, goals, strategies, commitments, future events, financial positions, financial performance, investments, valuations, timing and amount of capital expenditures, targeted capital structure, risks, risk profile, stability, acquisitions and timing, approval, completion and integration thereof, the likelihood and success associated with any transaction, strategic fit, utility system, technology and infrastructure investments, expected timing of notice to proceed, the initiation of construction, expected in service date and capital expenditure requirements for MX3, system modernization, reliability and resiliency, global, national and local economies, economic and GDP growth, customer and business growth, continued expansion of service territories, rate base growth, customer backlog, growth opportunities, customer satisfaction ratings, weather, performance and service during weather events, customer rates or rate recovery and the timing and magnitude of potential rate changes and the potential outcome of rate cases, environmental remediation cost recoveries, environmental initiatives, decarbonization and the role of natural gas and the gas delivery system, including decarbonization goals and timelines, energy efficiency measures, use of renewable sources, renewable natural gas purchases, projects, investments and other renewable initiatives, and timing, magnitude and completion thereof, unregulated renewable natural gas strategy and initiatives, hydrogen projects or investments and timing, magnitude, approvals and completion thereof, procurement of renewable natural gas or hydrogen for customers, technology and policy innovations, strategic goals and visions, water, wastewater and water services acquisitions, personnel additions, partnerships, investment strategy, regulatory strategy, and financial effects of water, wastewater and water services acquisitions, expected growth and safety benefits of facility upgrade investments, operating plans of third parties, financial targets, financial results, including estimated income, availability and sources of liquidity, capital markets, financing transactions, expenses, positions, revenues, returns, cost of capital, timing, and earnings, earnings guidance and estimated future growth rates, credit ratings, debt and equity issuances and timing, future dividends, commodity costs and sourcing, asset management activities, regulatory environment, performance, timing, outcome, or effects of regulatory proceedings or mechanisms or approvals, rate case execution, regulatory prudence reviews, anticipated regulatory actions or filings, accounting treatment of future events, economic and political conditions, effects of legislation or changes in laws or regulations, impact of the current U.S. presidential administration and Congress, effects, extent, the imposition or announcement of tariffs or trade restrictions, inflation, geopolitical uncertainty and other statements that are other than statements of historical facts.
Forward-looking statements are based on 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. They 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 Disclosure about
Market Risk" in the 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 the quarterly reports filed thereafter, which, among others, outline legal, regulatory and legislative risks, financial, macroeconomic and geopolitical risks, growth and strategic risks, operational risks, business continuity and technology risks, environmental risks and risks related to our water and renewables businesses.
All 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 or NW Natural, 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 and NW Natural undertake 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 it assess 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.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits
See Exhibit Index below.
EXHIBIT INDEX
| Exhibit | Description | |||||||
| 99.1 | ||||||||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K. | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company and its subsidiaries.
| NORTHWEST NATURAL HOLDING COMPANY | ||||||||
| (Registrant) | ||||||||
| Dated: | February 27, 2026 | /s/ Raymond Kaszuba III | ||||||
| Senior Vice President and Chief Financial Officer | ||||||||
| NORTHWEST NATURAL GAS COMPANY | ||||||||
| (Registrant) | ||||||||
| Dated: | February 27, 2026 | /s/ Raymond Kaszuba III | ||||||
| Senior Vice President and Chief Financial Officer | ||||||||
 | Exhibit 99.1 | ||||
For Immediate Release
Feb. 27, 2026
NW Natural Holdings Delivers Record 2025 Results Across All Businesses
PORTLAND, ORE. — Northwest Natural Holding Company (NYSE: NWN) (NW Natural Holdings) reported financial results and highlights including:
2025 Highlights
•Reported earnings per share (EPS) of $2.77 and record adjusted EPS1 of $2.93 for 2025, compared to EPS of $2.03 and adjusted EPS1 of $2.33 for 2024
•Added approximately 98,000 gas and water utility connections in the last 12 months for a combined growth rate of 11.1% as of Dec. 31, 2025, mainly driven by the acquisition of SiEnergy
•Invested a record $467 million in our utility systems to support greater reliability and resiliency
•Increased our dividend for the 70th consecutive year in November 2025
2026 Guidance and Long-term Growth Targets
•Initiated 2026 EPS guidance of $2.95–3.15
•Expect rate base growth of 6–8% through 2030 driven by planned cap-ex of $2.6–2.9 billion from 2026–2030
•Announced third Mist Gas Storage Expansion project (MX3)
•Reaffirmed long-term EPS growth rate target of 4–6%2 and potential to increase to 5–7%2 with MX3 project
"Last year was a pivotal year," said Justin B. Palfreyman, President and CEO of NW Natural Holdings. "We delivered record adjusted earnings per share at the top of our guidance range, deployed a record amount of capital to support customers, and reported our strongest organic customer growth in nearly two decades. I'm incredibly proud that NW Natural gas customers' bills are about the same as they were 20 years ago — a testament to disciplined cost management and long-term rate stability. The strategic decisions we've made over the last few years have resulted in three strong, growing businesses with a long runway of opportunity. Projects like our new MX3 storage expansion strengthen regional reliability, energy affordability, and support our long‑term growth outlook. With momentum on our side, we’re executing with discipline and creating value for our customers and shareholders."
FOURTH QUARTER AND ANNUAL RESULTS
NW Natural Holdings' fourth quarter and annual results are summarized below:
| Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||||||||||||||
| In thousands, except EPS | 2025 | 2024 | Change | 2025 | 2024 | Change | |||||||||||||||||||||||||||||
| Net income | $ | 57,793 | $ | 45,002 | $ | 12,791 | $ | 113,319 | $ | 78,871 | $ | 34,448 | |||||||||||||||||||||||
| EPS | 1.39 | 1.12 | 0.27 | 2.77 | 2.03 | 0.74 | |||||||||||||||||||||||||||||
Adjusted net income1 | 57,793 | 56,757 | 1,036 | 119,996 | 90,626 | 29,370 | |||||||||||||||||||||||||||||
Adjusted EPS1 | 1.39 | 1.41 | (0.02) | 2.93 | 2.33 | 0.60 | |||||||||||||||||||||||||||||
1 See "Non-GAAP Financial Measures", "Q4 and Annual Reconciliation to GAAP" for a definition and further information on adjusted net income and adjusted EPS. Adjusted 2025 net income and adjusted EPS exclude transaction and business development costs including the effects of the SiEnergy and Pines transactions. Adjusted 2024 net income and adjusted EPS exclude non-cash regulatory disallowance of NW Natural's line extension costs and SiEnergy transaction costs.
2 EPS growth forecasted for period 2026 – 2030 compounded annually; EPS growth rate uses adjusted 2025 EPS as base year. Long-term growth rate target with MX3 assumes in-service date prior to the end of 2029. NW Natural Holdings does not provide a reconciliation of adjusted EPS growth rate target to the most directly comparable GAAP measures due to the inherent difficulty in forecasting and quantifying certain significant items.
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KEY EVENTS
Oregon Commission Approves New Rates for NW Natural
On Oct. 24, 2025, the Public Utility Commission of Oregon (OPUC) issued an order approving the all-party settlements in NW Natural's Oregon general rate case and resolving the remaining outstanding items. The order increased our revenue requirement by $20.7 million, or 2.0%, over current rates including final adjustments for capital projects placed into service and the depreciation study.
MX3 Storage Expansion Project Announced
NW Natural Gas Company (NW Natural) is advancing a 4–5 Bcf expansion of its Mist gas storage facility to support regional energy needs. Capacity is committed to investment grade regional utilities and midstream providers, who have agreed to 25-year contracts once Notice to Proceed is received. These new storage services will be regulated by FERC and customers have agreed to a fixed 12.5% return on equity, which should provide stable returns, and a capital structure of 50% equity and 50% long-term debt. Capital expenditures for the project are expected to total approximately $300 million. NW Natural expects the MX3 expansion to be in service by the end of 20291.
2026 GUIDANCE AND LONG-TERM TARGETS
This guidance assumes continued customer growth, average weather conditions, and no significant changes in prevailing regulatory policies, mechanisms, or assumed outcomes, or significant local, state or federal laws, legislation or regulations. Required funds for the capital expenditures are expected to be internally generated or financed with long-term debt or equity, as appropriate.
| Guidance | 2026 Guidance | 2025 Actual | ||||||
| EPS | $2.95–3.15 | $2.932 | ||||||
| Capital Expenditures | $500–550 million | $467 million | ||||||
| Long-term Targets | 2026–20303 | |||||||
| EPS Growth | 4.0–6.0% | |||||||
| Capital Expenditures | $2.6–2.9 billion | |||||||
| Rate Base | 6.0–8.0% | |||||||
| Customer Growth | 2.0–3.0% | |||||||
1 We are targeting Notice to Proceed by late 2027.
2 See "Non-GAAP Financial Measures" and "Reconciliation to GAAP" for a definition and further information on adjusted EPS. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures calculated in accordance with U.S. GAAP. Non-GAAP financial measures are used to analyze our financial performance because we believe they provide useful information to our investors and creditors in evaluating our financial condition and results of operations.
3 EPS growth forecasted for period 2026 – 2030 compounded annually; EPS growth rate uses adjusted 2025 EPS as base year.
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ANNUAL RESULTS
We primarily operate through three reportable business segments, which are NWN Gas Utility, SiEnergy, and NWN Water. NW Holdings also has investments and business activities, including NW Natural Renewables, not specifically related to the reportable business segments, which are aggregated and reported as other.
NW Natural Holdings' annual results by business segment are summarized in the table below:
| 2025 | 2024 | Change | ||||||||||||||||||||||||
| In thousands, except per share data | Amount | Per Share1 | Amount | Per Share1 | Amount | Per Share1 | ||||||||||||||||||||
| Net income (loss): | ||||||||||||||||||||||||||
| NWN Gas Utility | $ | 110,022 | $ | 2.69 | $ | 77,126 | $ | 1.98 | $ | 32,896 | $ | 0.71 | ||||||||||||||
| SiEnergy Gas Utility | 13,737 | 0.33 | — | — | 13,737 | 0.33 | ||||||||||||||||||||
| NWN Water Utility | 14,155 | 0.35 | 5,466 | 0.14 | 8,689 | 0.21 | ||||||||||||||||||||
| Other | (24,595) | (0.60) | (3,721) | (0.09) | (20,874) | (0.51) | ||||||||||||||||||||
| Consolidated | $ | 113,319 | $ | 2.77 | $ | 78,871 | $ | 2.03 | $ | 34,448 | $ | 0.74 | ||||||||||||||
| Adjusted net income (loss): | ||||||||||||||||||||||||||
NWN Gas Utility2 | $ | 110,022 | $ | 2.69 | $ | 87,196 | $ | 2.24 | $ | 22,826 | $ | 0.45 | ||||||||||||||
| SiEnergy Gas Utility | 13,737 | 0.33 | — | — | 13,737 | 0.33 | ||||||||||||||||||||
| NWN Water Utility | 14,155 | 0.35 | 5,466 | 0.14 | 8,689 | 0.21 | ||||||||||||||||||||
Other2 | (17,918) | (0.44) | (2,036) | (0.05) | (15,882) | (0.39) | ||||||||||||||||||||
Consolidated2 | $ | 119,996 | $ | 2.93 | $ | 90,626 | $ | 2.33 | $ | 29,370 | $ | 0.60 | ||||||||||||||
| Diluted Shares | 40,953 | 38,869 | 2,084 | |||||||||||||||||||||||
1 Segment EPS is a non-GAAP financial measure, which takes segment net income calculated in accordance with GAAP and divides it by the diluted shares outstanding of NW Natural Holdings. See "Non-GAAP Financial Measures" for additional information. The reconciliation of segment EPS to Consolidated NW Natural Holdings EPS is shown in the table above.
2 See "Non-GAAP Financial Measures" and "Q4 and Annual 2025 Reconciliation to GAAP" for additional information on NWN Gas Utility, other and consolidated adjusted net income and adjusted EPS.
NWN Gas Utility net income increased $32.9 million (or $0.71 per share). On an adjusted basis, net income increased $22.8 million (or $0.45 per share), which excludes the effects of the non-cash regulatory disallowance recorded in the fourth quarter of 2024. The increase in net income primarily reflects new rates in Oregon on Nov. 1, 2024 and Oct. 31, 2025, partially offset by higher operations and maintenance and depreciation expenses.
SiEnergy Gas Utility was acquired on Jan. 7, 2025, and Pines was acquired on June 2, 2025. The segment provided net income of $13.7 million (or $0.33 per share) in 2025. Results were primarily driven by customer growth and investments in the system.
NWN Water Utility net income increased $8.7 million (or $0.21 per share) mainly reflecting an increase in operating revenues primarily due to new rates for its Arizona utilities and water acquisitions. This was partially offset by higher operations and maintenance expenses.
Other The net loss from the Company's other business activities increased $20.9 million (or $0.51 per share). On an adjusted basis, the net loss increased $15.9 million ($0.39 per share), which excludes transaction expenses and business development costs. The change in the adjusted net loss was primarily related to higher interest expense due to incremental financings at NW Natural Holdings in December 2024 and March 2025.
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FOURTH QUARTER RESULTS
NW Natural Holdings' fourth quarter results by business segment are summarized in the table below:
| Three Months Ended December 31, | ||||||||||||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||||||||||||
| In thousands, except per share data | Amount | Per Share1 | Amount | Per Share1 | Amount | Per Share1 | ||||||||||||||||||||
| Net income (loss): | ||||||||||||||||||||||||||
| NWN Gas Utility | $ | 52,315 | 1.26 | $ | 44,802 | $ | 1.11 | $ | 7,513 | $ | 0.15 | |||||||||||||||
| SiEnergy Gas Utility | 5,653 | 0.13 | — | — | 5,653 | 0.13 | ||||||||||||||||||||
| NWN Water Utility | 4,887 | 0.12 | 2,510 | 0.06 | 2,377 | 0.06 | ||||||||||||||||||||
| Other | (5,062) | (0.12) | (2,310) | (0.05) | (2,752) | (0.07) | ||||||||||||||||||||
| Consolidated | $ | 57,793 | $ | 1.39 | $ | 45,002 | $ | 1.12 | $ | 12,791 | $ | 0.27 | ||||||||||||||
| Adjusted net income (loss): | ||||||||||||||||||||||||||
NWN Gas Utility2 | $ | 52,315 | $ | 1.26 | $ | 54,872 | $ | 1.36 | $ | (2,557) | $ | (0.10) | ||||||||||||||
| SiEnergy Gas Utility | 5,653 | 0.13 | — | — | 5,653 | 0.13 | ||||||||||||||||||||
| NWN Water Utility | 4,887 | 0.12 | 2,510 | 0.06 | 2,377 | 0.06 | ||||||||||||||||||||
Other2 | (5,062) | (0.12) | (625) | (0.01) | (4,437) | (0.11) | ||||||||||||||||||||
Consolidated2 | $ | 57,793 | $ | 1.39 | $ | 56,757 | $ | 1.41 | $ | 1,036 | $ | (0.02) | ||||||||||||||
| Diluted Shares | 41,627 | 40,220 | 1,407 | |||||||||||||||||||||||
1 Segment EPS is a non-GAAP financial measure, which takes segment net income calculated in accordance with GAAP and divides it by the diluted shares outstanding of NW Natural Holdings. See "Non-GAAP Financial Measures" for additional information. The reconciliation of segment EPS to Consolidated NW Natural Holdings EPS is shown in the table above.
2 See "Non-GAAP Financial Measures", "Q4 and Annual Reconciliation to GAAP" for additional information on NWN Gas Utility, other and consolidated adjusted net income and adjusted EPS.
NWN Gas Utility net income increased $7.5 million (or $0.15 per share). Margin increased due to new rates from the Oregon rate case effective Oct. 31, 2025, partially offset by higher depreciation and property taxes from investment in the system. On an adjusted basis, net income decreased $2.6 million (or $0.10 per share), which excludes the non-cash regulatory disallowance in the fourth quarter of 2024.
SiEnergy Gas Utility was acquired on Jan. 7, 2025, and Pines was acquired on June 2, 2025. The segment provided net income of $5.7 million (or $0.13 per share) driven by customer growth and investments in the system.
NWN Water Utility net income increased $2.4 million (or $0.06 per share) mainly reflecting strong organic customer growth, partially offset by higher operations and maintenance and depreciation expenses.
Other net loss from the Company's other business activities increased $2.8 million (or $0.07 per share). The higher net loss was primarily due to higher interest expense mainly from incremental financings in December 2024 and March 2025, partially offset by higher contributions from NW Natural Renewables from a full quarter of renewable natural gas production in 2025. On an adjusted basis, net loss increased $4.4 million (or $0.11 per share), which excludes the SiEnergy transaction costs in the fourth quarter of 2024.
DIVIDEND DECLARED
In January 2026, the board of directors of NW Natural Holdings declared a quarterly dividend of $0.4925 per share on the Company’s common stock. The dividend was paid on Feb. 13, 2026 to shareholders of record on Jan. 30, 2026. The Company’s current indicated annual dividend rate is $1.97 per share. Future dividends are subject to board of director discretion and approval.
CONFERENCE CALL AND WEBCAST
As previously announced, NW Natural Holdings will host a conference call and webcast today to discuss its fourth quarter and annual 2025 financial and operating results.
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| Date and Time: | Friday, February 27 8 a.m. PT (11 a.m. ET) | ||||
| Phone Number: | 1-833-470-1428 Passcode: 245591 | ||||
The call will also be webcast in a listen-only format for the media and general public and can be accessed at ir.nwnaturalholdings.com. A replay of the conference call will be available on our website and by dialing 1-866-813-9403 and the replay access code of 398089.
ABOUT NW NATURAL HOLDINGS
Northwest Natural Holding Company (NYSE: NWN) is headquartered in Portland, Oregon and has operated for more than 167 years. It owns Northwest Natural Gas Company (NW Natural), the Company's long-standing natural gas utility serving the Pacific Northwest; SiEnergy Operating, LLC (SiEnergy), a fast growing natural gas utility serving key Texas markets; NW Natural Water Company (NW Natural Water), an expanding water and wastewater utility; and additional business interests. Together, NW Natural Holdings provides essential energy and water services to nearly one million customers across seven states. The Company has a longstanding commitment to safety, environmental stewardship and supporting its employees and communities, and consistently leads the industry in J.D. Power customer satisfaction. Additional information is available at nwnaturalholdings.com.
Investor Contact:
Nikki Sparley
Phone: 503-721-2530
Email: [email protected]
Media Contact:
David Roy
Phone: 503-610-7157
Email: [email protected]
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FORWARD-LOOKING STATEMENTS
This press release, 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," "forecasts," "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, expectations, forecasts, outlooks, timing, goals, strategies, commitments, future events, financial positions, financial performance, investments, valuations, timing and amount of capital expenditures, targeted capital structure, risks, risk profile, stability, acquisitions and timing, approval, completion and integration thereof, the likelihood and success associated with any transaction, strategic fit, utility system, technology and infrastructure investments, expected timing of notice to proceed, the initiation of construction, expected in service date and capital expenditure requirements for MX3, system modernization, reliability and resiliency, global, national and local economies, economic and GDP growth, customer and business growth, continued expansion of service territories, rate base growth, customer backlog, growth opportunities, customer satisfaction ratings, weather, performance and service during weather events, customer rates or rate recovery and the timing and magnitude of potential rate changes and the potential outcome of rate cases, environmental remediation cost recoveries, environmental initiatives, decarbonization and the role of natural gas and the gas delivery system, including decarbonization goals and timelines, energy efficiency measures, use of renewable sources, renewable natural gas purchases, projects, investments and other renewable initiatives, and timing, magnitude and completion thereof, unregulated renewable natural gas strategy and initiatives, hydrogen projects or investments and timing, magnitude, approvals and completion thereof, procurement of renewable natural gas or hydrogen for customers, technology and policy innovations, strategic goals and visions, water, wastewater and water services acquisitions, personnel additions, partnerships, investment strategy, regulatory strategy, and financial effects of water, wastewater and water services acquisitions, expected growth and safety benefits of facility upgrade investments, operating plans of third parties, financial targets, financial results, including estimated income, availability and sources of liquidity, capital markets, financing transactions, expenses, positions, revenues, returns, cost of capital, timing, and earnings, earnings guidance and estimated future growth rates, credit ratings, debt and equity issuances and timing, future dividends, commodity costs and sourcing, asset management activities, regulatory environment, performance, timing, outcome, or effects of regulatory proceedings or mechanisms or approvals, rate case execution, regulatory prudence reviews, anticipated regulatory actions or filings, accounting treatment of future events, economic and political conditions, effects of legislation or changes in laws or regulations, impact of the current U.S. presidential administration and Congress, effects, extent, the imposition or announcement of tariffs or trade restrictions, inflation, geopolitical uncertainty and other statements that are other than statements of historical facts.
Forward-looking statements are based on 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. They 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 Disclosure about Market Risk" in the 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 the quarterly reports filed thereafter, which, among others, outline legal, regulatory and legislative risks, financial, macroeconomic and geopolitical risks, growth and strategic risks, operational risks, business continuity and technology risks, environmental risks and risks related to our water and renewables businesses.
All 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 or NW Natural, 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 and NW Natural undertake 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 it assess 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.
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NON-GAAP FINANCIAL MEASURES
Management uses "adjusted net income", "adjusted earnings per share," "adjusted segment net loss," "segment earnings per share” and "adjusted segment earnings per share," each of which are non-GAAP financial measures, when evaluating NW Natural Holdings' overall performance. Management uses non-GAAP measures in making operating decisions because we believe those measures provide meaningful supplemental information regarding our earning potential and performance for management by excluding certain expenses and charges that may not be indicative of our core business operating results and can affect the comparison of period-over-period results. These adjustments may include transaction and business development costs primarily consisting of professional fees including legal, accounting, financial and other professional fees incurred in connection with business combinations and business development activities. In addition to presenting the results of operations and earnings amounts in total, certain financial measures are expressed in cents per share, which are non-GAAP financial measures. All references to EPS are on the basis of diluted shares.
Such non-GAAP financial measures are used to analyze our financial performance because we believe they provide useful information to our investors and creditors in evaluating our financial condition and results of operations. Our non-GAAP financial measures should not be considered a substitute for, or superior to, measures calculated in accordance with U.S. GAAP. Moreover, these non-GAAP financial measures have limitations in that they do not reflect all the items associated with the operations of the business as determined in accordance with GAAP. Other companies may calculate similarly titled non-GAAP financial measures differently than how such measures are calculated in this report, limiting the usefulness of those measures for comparative purposes. A reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure is provided in the tables below.
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| NORTHWEST NATURAL HOLDINGS | ||||||||||||||||||||||||||
| Consolidated Income Statement and Financial Highlights (Unaudited) | ||||||||||||||||||||||||||
| Fourth Quarter and Annual Period | ||||||||||||||||||||||||||
| Three Months Ended | Twelve Months Ended | |||||||||||||||||||||||||
| In thousands, except per share amounts and customer data | December 31, | December 31, | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Operating revenues | $ | 394,157 | $ | 370,876 | $ | 1,289,363 | $ | 1,152,994 | ||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Cost of gas | 118,654 | 124,793 | 395,576 | 412,382 | ||||||||||||||||||||||
| Operations and maintenance | 87,832 | 92,154 | 327,365 | 294,658 | ||||||||||||||||||||||
| Environmental remediation | 4,827 | 4,828 | 14,623 | 14,054 | ||||||||||||||||||||||
| General taxes | 12,133 | 10,465 | 52,046 | 48,672 | ||||||||||||||||||||||
| Revenue taxes | 14,808 | 15,613 | 48,165 | 48,343 | ||||||||||||||||||||||
| Depreciation | 42,961 | 36,486 | 165,506 | 137,898 | ||||||||||||||||||||||
| Other operating expenses | 1,193 | 1,596 | 5,191 | 5,845 | ||||||||||||||||||||||
| Total operating expenses | 282,408 | 285,935 | 1,008,472 | 961,852 | ||||||||||||||||||||||
| Income from operations | 111,749 | 84,941 | 280,891 | 191,142 | ||||||||||||||||||||||
| Other income (expense), net | (1,953) | (910) | (3,700) | (1,108) | ||||||||||||||||||||||
| Interest expense, net | 32,192 | 21,190 | 122,513 | 80,092 | ||||||||||||||||||||||
| Income before income taxes | 77,604 | 62,841 | 154,678 | 109,942 | ||||||||||||||||||||||
| Income tax expense | 19,811 | 17,839 | 41,359 | 31,071 | ||||||||||||||||||||||
| Net income | $ | 57,793 | $ | 45,002 | $ | 113,319 | $ | 78,871 | ||||||||||||||||||
| Common shares outstanding: | ||||||||||||||||||||||||||
| Average diluted for period | 41,627 | 40,220 | 40,953 | 38,869 | ||||||||||||||||||||||
| End of period | 41,564 | 40,222 | 41,564 | 40,222 | ||||||||||||||||||||||
| Per share of common stock information: | ||||||||||||||||||||||||||
| Diluted earnings | $ | 1.39 | $ | 1.12 | $ | 2.77 | $ | 2.03 | ||||||||||||||||||
| Dividends paid | 0.4925 | 0.4900 | 1.9625 | 1.9525 | ||||||||||||||||||||||
| Capital structure, end of period: | ||||||||||||||||||||||||||
| Common stock equity | 36.2 | % | 42.4 | % | 36.2 | % | 42.4 | % | ||||||||||||||||||
| Long-term debt (including junior subordinated notes) | 55.7 | 51.4 | 55.7 | 51.4 | ||||||||||||||||||||||
| Short-term debt (including current maturities of long-term debt) | 8.1 | 6.2 | 8.1 | 6.2 | ||||||||||||||||||||||
| Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||
| Operating Statistics | ||||||||||||||||||||||||||
| Meters | 2025 | 2024 | ||||||||||||||||||||||||
| NWN gas utility | 809,597 | 805,529 | ||||||||||||||||||||||||
| SiEnergy gas utility | 89,676 | — | ||||||||||||||||||||||||
| NWN Water utility | 80,703 | 76,401 | ||||||||||||||||||||||||
| Total Meters - end of period | 979,976 | 881,930 | ||||||||||||||||||||||||
| NWN Gas Utility Margin | ||||||||||||||||||||||||||
| Operating revenues | $ | 341,354 | $ | 348,958 | $ | 1,096,785 | $ | 1,075,688 | ||||||||||||||||||
| Less: Cost of gas | 107,563 | 124,778 | 356,126 | 412,320 | ||||||||||||||||||||||
| Less: Environmental remediation expense | 4,827 | 4,827 | 14,623 | 14,053 | ||||||||||||||||||||||
| Less: Revenue taxes | 14,252 | 15,456 | 45,887 | 48,037 | ||||||||||||||||||||||
| NWN Gas Utility Margin | $ | 214,712 | $ | 203,897 | $ | 680,149 | $ | 601,278 | ||||||||||||||||||
| SiEnergy Gas Utility Margin | ||||||||||||||||||||||||||
| Operating revenues | $ | 19,995 | $ | — | $ | 65,984 | $ | — | ||||||||||||||||||
| Less: Cost of gas | 5,662 | — | 19,892 | — | ||||||||||||||||||||||
| Less: Revenue taxes | 443 | — | 1,876 | — | ||||||||||||||||||||||
| SiEnergy Gas Utility Margin | $ | 13,890 | $ | — | $ | 44,216 | $ | — | ||||||||||||||||||
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| NORTHWEST NATURAL HOLDINGS | |||||||||||
| Consolidated Balance Sheets (Unaudited) | As of December 31, | ||||||||||
| In thousands | 2025 | 2024 | |||||||||
| Assets: | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 36,673 | $ | 38,490 | |||||||
| Accounts receivable | 121,875 | 124,480 | |||||||||
| Accrued unbilled revenue | 97,238 | 94,400 | |||||||||
| Allowance for uncollectible accounts | (4,068) | (3,474) | |||||||||
| Regulatory assets | 143,745 | 130,116 | |||||||||
| Derivative instruments | 3,922 | 6,628 | |||||||||
| Inventories | 127,697 | 106,954 | |||||||||
| Other current assets | 75,850 | 60,180 | |||||||||
| Total current assets | 602,932 | 557,774 | |||||||||
| Non-current assets: | |||||||||||
| Property, plant, and equipment | 5,640,435 | 4,918,919 | |||||||||
| Less: Accumulated depreciation | 1,288,422 | 1,246,592 | |||||||||
| Total property, plant, and equipment, net | 4,352,013 | 3,672,327 | |||||||||
| Regulatory assets | 424,194 | 382,499 | |||||||||
| Derivative instruments | 366 | 535 | |||||||||
| Other investments | 80,676 | 82,236 | |||||||||
| Operating lease right of use asset, net | 68,224 | 68,626 | |||||||||
| Assets under sales-type leases | 121,470 | 125,653 | |||||||||
| Goodwill | 370,815 | 183,804 | |||||||||
| Other non-current assets | 146,351 | 160,862 | |||||||||
| Total non-current assets | 5,564,109 | 4,676,542 | |||||||||
| Total assets | $ | 6,167,041 | $ | 5,234,316 | |||||||
| Liabilities and equity: | |||||||||||
| Current liabilities: | |||||||||||
| Short-term debt | $ | 171,989 | $ | 170,110 | |||||||
| Current maturities of long-term debt | 160,627 | 30,787 | |||||||||
| Accounts payable | 175,566 | 133,270 | |||||||||
| Taxes accrued | 18,123 | 16,176 | |||||||||
| Interest accrued | 26,121 | 18,220 | |||||||||
| Regulatory liabilities | 137,974 | 116,180 | |||||||||
| Derivative instruments | 63,631 | 75,272 | |||||||||
| Operating lease liabilities | 3,228 | 1,840 | |||||||||
| Other current liabilities | 79,186 | 87,162 | |||||||||
| Total current liabilities | 836,445 | 649,017 | |||||||||
| Long-term debt | 2,272,202 | 1,679,355 | |||||||||
| Deferred credits and other non-current liabilities: | |||||||||||
| Deferred tax liabilities | 437,467 | 397,149 | |||||||||
| Regulatory liabilities | 758,407 | 730,117 | |||||||||
| Pension and other postretirement benefit liabilities | 112,139 | 130,397 | |||||||||
| Derivative instruments | 14,039 | 13,307 | |||||||||
| Operating lease liabilities | 74,986 | 75,914 | |||||||||
| Other non-current liabilities | 186,280 | 173,689 | |||||||||
| Total deferred credits and other non-current liabilities | 1,583,318 | 1,520,573 | |||||||||
| Equity: | |||||||||||
| Common stock | 1,044,000 | 989,346 | |||||||||
| Retained earnings | 435,823 | 402,925 | |||||||||
| Accumulated other comprehensive loss | (4,747) | (6,900) | |||||||||
| Total equity | 1,475,076 | 1,385,371 | |||||||||
| Total liabilities and equity | $ | 6,167,041 | $ | 5,234,316 | |||||||
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| NORTHWEST NATURAL HOLDINGS | |||||||||||
| Consolidated Statements of Cash Flows (Unaudited) | Year Ended December 31, | ||||||||||
| In thousands | 2025 | 2024 | |||||||||
| Operating activities: | |||||||||||
| Net income | $ | 113,319 | $ | 78,871 | |||||||
| Adjustments to reconcile net income to cash provided by operations: | |||||||||||
| Depreciation | 165,506 | 137,898 | |||||||||
| Amortization | 24,239 | 20,162 | |||||||||
| Deferred income taxes | 35,473 | 11,366 | |||||||||
| Qualified defined benefit pension plan expense (benefit) | 10,357 | 4,062 | |||||||||
| Contributions to qualified defined benefit pension plans | (11,310) | (20,460) | |||||||||
| Deferred environmental expenditures, net | (25,697) | (23,307) | |||||||||
| Environmental remediation expense | 14,623 | 14,054 | |||||||||
| Asset optimization revenue sharing bill credits | (15,549) | (28,874) | |||||||||
| Regulatory disallowance of line extension allowances | — | 13,700 | |||||||||
| Other | 12,670 | 10,799 | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Receivables, net | 8,170 | (15,302) | |||||||||
| Inventories | (29,195) | (2,735) | |||||||||
| Income and other taxes | (5,873) | 809 | |||||||||
| Accounts payable | 10,115 | (14,144) | |||||||||
| Deferred gas costs | (34,201) | 38,129 | |||||||||
| Asset optimization revenue sharing | 24,343 | 14,539 | |||||||||
| Decoupling mechanism | (26,939) | 5,173 | |||||||||
| Cloud-based software | (10,381) | (22,393) | |||||||||
| Regulatory accounts | 6,575 | 12,292 | |||||||||
| RNC facility prepayment | — | (51,427) | |||||||||
| Other, net | 2,879 | 17,070 | |||||||||
| Cash provided by operating activities | 269,124 | 200,282 | |||||||||
| Investing activities: | |||||||||||
| Capital expenditures | (466,893) | (394,400) | |||||||||
| Acquisitions, net of cash acquired | (338,131) | (29,816) | |||||||||
| Purchase of equity method investment | (1,000) | (1,000) | |||||||||
| Other | (2,878) | (3,770) | |||||||||
| Cash used in investing activities | (808,902) | (428,986) | |||||||||
| Financing activities: | |||||||||||
| Proceeds from common stock issued, net | 47,418 | 90,374 | |||||||||
| Long-term debt issued | 760,000 | 285,000 | |||||||||
| Long-term debt retired | (183,127) | (150,000) | |||||||||
| Changes in other short-term debt, net | (3,121) | 80,330 | |||||||||
| Cash dividend payments on common stock | (77,309) | (72,852) | |||||||||
| Payment of financing fees | (9,192) | (3,290) | |||||||||
| Shares withheld for tax purposes | (1,599) | (1,319) | |||||||||
| Other | (197) | (1,181) | |||||||||
| Cash provided by financing activities | 532,873 | 227,062 | |||||||||
| (Decrease) increase in cash, cash equivalents and restricted cash | (6,905) | (1,642) | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 47,982 | 49,624 | |||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 41,077 | $ | 47,982 | |||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Interest paid, net of capitalization | $ | 111,257 | $ | 71,233 | |||||||
| Income taxes paid, net of refunds | 11,410 | 19,394 | |||||||||
| Reconciliation of cash, cash equivalents and restricted cash: | |||||||||||
| Cash and cash equivalents | $ | 36,673 | $ | 38,490 | |||||||
| Restricted cash included in other current assets | 4,404 | 9,492 | |||||||||
| Cash, cash equivalents and restricted cash | $ | 41,077 | $ | 47,982 | |||||||
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| NORTHWEST NATURAL HOLDINGS | ||||||||||||||||||||
| Q4 and Annual Reconciliation to GAAP (Unaudited) | ||||||||||||||||||||
| Twelve Months Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| In thousands, except per share data | Amount | Per Share | Amount | Per Share | ||||||||||||||||
| CONSOLIDATED | ||||||||||||||||||||
| GAAP net income | $ | 113,319 | $ | 2.77 | $ | 78,871 | $ | 2.03 | ||||||||||||
| Regulatory line extension disallowance | 13,700 | 0.35 | ||||||||||||||||||
| Transaction and business development costs | 9,084 | 0.22 | 2,292 | 0.06 | ||||||||||||||||
Income tax effect1,2 | (2,407) | (0.06) | (4,237) | (0.11) | ||||||||||||||||
| Adjusted net income | $ | 119,996 | $ | 2.93 | $ | 90,626 | $ | 2.33 | ||||||||||||
| Diluted shares | 40,953 | 38,869 | ||||||||||||||||||
| NWN GAS UTILITY | ||||||||||||||||||||
| GAAP net income | $ | 110,022 | $ | 2.69 | $ | 77,126 | $ | 1.98 | ||||||||||||
| Regulatory line extension disallowance | 13,700 | 0.35 | ||||||||||||||||||
Income tax effect1,2 | (3,630) | (0.09) | ||||||||||||||||||
| Adjusted net income | $ | 110,022 | $ | 2.69 | $ | 87,196 | $ | 2.24 | ||||||||||||
| OTHER | ||||||||||||||||||||
| GAAP net income (loss) | $ | (24,595) | $ | (0.60) | $ | (3,721) | $ | (0.09) | ||||||||||||
| Transaction and business development costs | 9,084 | 0.22 | 2,292 | 0.06 | ||||||||||||||||
Income tax effect1,2 | (2,407) | (0.06) | (607) | (0.02) | ||||||||||||||||
| Adjusted net income (loss) | $ | (17,918) | $ | (0.44) | $ | (2,036) | $ | (0.05) | ||||||||||||
| Three Months Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| In thousands, except per share data | Amount | Per Share | Amount | Per Share | ||||||||||||||||
| CONSOLIDATED | ||||||||||||||||||||
| GAAP net income | $ | 57,793 | $ | 1.39 | $ | 45,002 | $ | 1.12 | ||||||||||||
| Regulatory line extension disallowance | 13,700 | 0.34 | ||||||||||||||||||
| Transaction and business development costs | 2,292 | 0.06 | ||||||||||||||||||
Income tax effect1,2 | (4,237) | (0.11) | ||||||||||||||||||
| Adjusted net income | $ | 57,793 | $ | 1.39 | $ | 56,757 | $ | 1.41 | ||||||||||||
| Diluted shares | 41,627 | 40,220 | ||||||||||||||||||
| NWN GAS UTILITY | ||||||||||||||||||||
| GAAP net income | $ | 52,315 | $ | 1.26 | $ | 44,802 | $ | 1.11 | ||||||||||||
| Regulatory line extension disallowance | 13,700 | 0.34 | ||||||||||||||||||
Income tax effect1,2 | (3,630) | (0.09) | ||||||||||||||||||
| Adjusted net income | $ | 52,315 | $ | 1.26 | $ | 54,872 | $ | 1.36 | ||||||||||||
| OTHER | ||||||||||||||||||||
| GAAP net income (loss) | $ | (5,062) | $ | (0.12) | $ | (2,310) | $ | (0.05) | ||||||||||||
| Transaction and business development costs | 2,292 | 0.06 | ||||||||||||||||||
Income tax effect1,2 | (607) | (0.02) | ||||||||||||||||||
| Adjusted net income (loss) | $ | (5,062) | $ | (0.12) | $ | (625) | $ | (0.01) | ||||||||||||
1 SiEnergy transaction expenses were recognized in the first quarter of 2025 and Pines transaction expenses were recognized in the second quarter of 2025. Other business development costs were recognized in the second and third quarter of 2025. Tax effect of adjustment was calculated using a combined federal and statutory rate of 26.5%.
2 Regulatory disallowance related to line extension allowance and SiEnergy transaction expenses were recognized in the fourth quarter of 2024. Tax effect of adjustment was calculated using a combined federal and statutory rate of 26.5%.
11