Northwest Natural Holding Company filed SEC Form 8-K: Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$NWN
Oil/Gas Transmission
Utilities
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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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 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant. | ||||
On December 16, 2025, Northwest Natural Gas Company (NW Natural), a wholly owned subsidiary of Northwest Natural Holding Company, issued and sold (i) $75,000,000 aggregate principal amount of its First Mortgage Bonds, 5.13% Series due 2036 (the 5.13% Bonds), and (ii) $125,000,000 aggregate principal amount of its First Mortgage Bonds, 5.90% Series due 2055 (the 5.90% Bonds, together with the 5.13% Bonds, the Bonds), to certain institutional investors pursuant to a Bond Purchase Agreement dated December 16, 2025, in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The Bonds were issued pursuant to the Twenty-eighth Supplemental Indenture to NW Natural’s Mortgage and Deed of Trust, dated as of July 1, 1946, with Deutsche Bank Trust Company Americas as trustee (the Mortgage).
The 5.13% Bonds bear interest at the rate of 5.13% per annum, payable semi-annually on May 1 and November 1 of each year, commencing May 1, 2026, and will mature on May 1, 2036. The 5.90% Bonds bear interest at the rate of 5.90% per annum, payable semi-annually on June 1 and December 1 of each year, commencing June 1, 2026, and will mature on December 1, 2055. The 5.13% Bonds and the 5.90% Bonds will be subject to redemption prior to maturity at the option of NW Natural, in whole or in part, (i) at any time prior to February 1, 2036, and June 1, 2055, respectively, at a redemption price equal to 100% of the principal amount thereof plus a “make-whole” premium and accrued and unpaid interest thereon to the date of redemption, and (ii) at any time on and after February 1, 2036, and June 1, 2055, respectively, at 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of redemption.
The description set forth above is qualified in its entirety by reference to the Twenty-eighth Supplemental Indenture filed as Exhibit 4.1 to this Current Report on Form 8-K and to the Mortgage.
| Item 9.01 | Financial Statements and Exhibits | ||||
(d) Exhibits
See Exhibit Index.
Exhibit Index
Exhibit | Description | |||||||
| 4.1 | ||||||||
| 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: | December 16, 2025 | /s/ Megan H. Berge | ||||||
| Deputy General Counsel & Corporate Secretary | ||||||||
| NORTHWEST NATURAL GAS COMPANY | ||||||||
| (Registrant) | ||||||||
| Dated: | December 16, 2025 | /s/ Megan H. Berge | ||||||
| Vice President, General Counsel & Corporate Secretary | ||||||||