Every material Form 8-K NW Natural filed with the SEC in 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
NW Natural Holding Company said General Counsel MardiLyn Saathoff will retire effective April 1, 2026, and the board named Megan H. Berge as her successor effective January 1, 2026. Saathoff will serve as Chief Legal Officer until she retires, which the company described as part of its succession planning.
Megan H. Berge, age 45, appointed SVP, General Counsel, Chief Compliance Officer and Corporate Secretary effective January 1, 2026
MardiLyn Saathoff, who has served as General Counsel since 2015, retires effective April 1, 2026 and serves as Chief Legal Officer until then
Berge has been Deputy General Counsel and Corporate Secretary of NW Holdings since March 2025, previously a partner at Baker Botts L.L.P.
Press release announcing the changes was issued December 15, 2025 and furnished, not filed, under Item 7.01
NW Natural Holdings reported a third-quarter 2025 net loss of $29.9 million, or $0.73 per share, compared with a net loss of $0.71 per share a year earlier. For the first nine months, it reported net income of $1.36 per share versus $0.88 a year earlier, and it expects 2025 results to be above the midpoint of its updated GAAP EPS guidance range of $2.59 to $2.79, with the update reflecting transaction and business development costs.
Q3 2025 net loss of $0.73 per share, compared with a $0.71 per share net loss in Q3 2024
Nine-month 2025 net income of $1.36 per share, compared with $0.88 per share a year earlier
2025 GAAP EPS guidance of $2.59 to $2.79 updated; company expects results above the midpoint
Quarterly dividend of $0.4925 per share declared, payable Nov. 14, 2025
NW Natural Holdings reported a second-quarter 2025 net loss of $2.5 million, or $0.06 per share, compared with a $2.8 million loss, or $0.07 per share, a year earlier, and adjusted net income of $0.3 million, or $0.01 per share. For the first six months of 2025, net income rose to $85.4 million, or $2.11 per share, from $61.0 million, or $1.60 per share, and the company reaffirmed 2025 adjusted EPS guidance of $2.75 to $2.95 while updating GAAP EPS guidance to $2.60 to $2.80. The results point to improving profitability for shareholders, although the company still recorded a GAAP loss for the quarter.
Second-quarter net loss of $2.5 million ($0.06 per share) vs. $2.8 million ($0.07 per share) in Q2 2024; adjusted EPS of $0.01
First-half net income of $85.4 million ($2.11 per share) vs. $61.0 million ($1.60 per share) in the first half of 2024
2025 adjusted EPS guidance of $2.75 to $2.95 reaffirmed; GAAP EPS guidance updated to $2.60 to $2.80
Quarterly dividend of $0.49 per share declared, payable Aug. 15, 2025 to holders of record on July 31, 2025
Northwest Natural Holding Company appointed Peter J. Bragdon, executive vice president and general counsel of Columbia Sportswear, as a Class III director of NW Holdings effective July 12, 2025, increasing the board from 10 to 11 members. The utility's board also added Bragdon and Dave Drinkward, president and CEO of Hoffman Construction, as directors. The filing describes these as routine board additions with no financial terms disclosed.
Peter J. Bragdon joins the NW Holdings board as a Class III director effective July 12, 2025, with a term expiring at the 2026 annual meeting.
Bragdon also joins the NW Natural Gas Company board effective July 12, 2025, and was named to the Organization and Executive Compensation Committee.
Dave Drinkward was appointed to the NW Natural board as an independent director effective June 30, 2025; he does not serve on the NW Holdings board.
Bragdon will receive standard non-employee director compensation for 2025, and the board increased its size from 10 to 11 directors.
Three directors, Timothy P. Boyle, Hon. Dave McCurdy and Kenneth Thrasher, left the Northwest Natural Holding board at the May 22, 2025 annual meeting, and the board reduced its size from 13 to 10 members. Shareholders elected five directors, approved an amended Long Term Incentive Plan that raises authorized shares to 2,250,000, approved the advisory pay vote, and ratified PricewaterhouseCoopers as auditor for 2025.
Boyle, McCurdy and Thrasher departed the holding company board effective May 22, 2025; Steven E. Wynne also retired from the NW Natural subsidiary board.
Board size reduced from 13 to 10 members; retirements followed the length-of-service guidelines in the company's governance documents.
Incentive plan approved with 28,478,915 for, 2,004,285 against and 140,094 abstaining; authorized shares raised to 2,250,000.
Say-on-pay approved with 29,310,087 for and 1,146,255 against; PricewaterhouseCoopers ratified with 33,733,113 for.
NW Natural Holdings reported first-quarter 2025 net income of $87.9 million ($2.18 per share), up from $63.8 million ($1.69 per share) a year earlier, and adjusted EPS of $2.28 after SiEnergy transaction costs. The company reaffirmed its 2025 adjusted EPS guidance of $2.75 to $2.95 and agreed to buy Hughes Gas Resources for $60 million, which it expects to close in the second quarter of 2025.
Q1 2025 net income $87.9 million ($2.18 per share) vs. $63.8 million ($1.69 per share) in Q1 2024; adjusted EPS $2.28
Operating revenues $494.3 million vs. $433.5 million in Q1 2024
2025 adjusted EPS guidance of $2.75 to $2.95 reaffirmed; GAAP EPS guidance lowered to $2.65 to $2.85 from $2.66 to $2.86 due to Hughes transaction costs
Agreed to acquire Hughes Gas Resources from EPCOR USA for $60 million; expected to close in Q2 2025
NW Natural Holdings reported that 2024 net income fell 16% to $78.9 million, or $2.03 per share, from $93.9 million, or $2.59 per share, in 2023, and annual operating revenue fell 4% to $1.15 billion. Excluding a non-cash regulatory disallowance and SiEnergy transaction costs, adjusted EPS was $2.33. The company also initiated 2025 GAAP EPS guidance of $2.66 to $2.86, which shareholders will weigh against the lower 2024 results.
2024 net income $78.9 million ($2.03 per share) vs. $93.9 million ($2.59 per share) in 2023; adjusted EPS $2.33
Fourth-quarter operating revenue rose 4% to $370.9 million, while fourth-quarter diluted EPS was $1.12 vs. $1.21
2025 GAAP EPS guidance $2.66 to $2.86; adjusted EPS guidance $2.75 to $2.95; long-term EPS growth target of 4% to 6% reaffirmed
Quarterly dividend of $0.49 per share paid Feb. 14, 2025; indicated annual rate $1.96 per share
NW Natural's board elected Senior Vice President and Chief Operating Officer Kimberly H. Rush as president of NW Natural, effective April 1, 2025. The appointment coincides with Justin B. Palfreyman's expected appointment as CEO of NW Natural Holdings and NW Natural, replacing the retiring David H. Anderson. The filing describes a leadership change at the utility level and does not report financial results.
Kimberly H. Rush elected president of NW Natural by the board on December 12, 2024; effective April 1, 2025
Rush's compensation includes a $475,000 annual salary and a 50% Executive Annual Incentive Plan target
Justin B. Palfreyman expected to become CEO, replacing retiring David H. Anderson
Rush has a change in control severance agreement with a cash payment of two times base salary and target annual bonus
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every NW Natural filing is on SEC EDGAR ↗. 8-K briefs of other companies →