Northwest Natural Holding CoNWN
Northwest Natural Holding Co Debt Disclosure
DEBT
DEBT
Short-Term Debt
The primary source of short-term liquidity for NW Holdings is cash balances, dividends from its operating subsidiaries, in particular NW Natural, proceeds from the sale of commercial paper notes, available cash from a multi-year credit facility, and short-term credit facilities it may enter into from time to time.
The primary source of short-term liquidity for NW Natural is from the sale of commercial paper, available cash from a multi-year credit facility, and short-term credit facilities it may enter into from time to time. In addition to issuing commercial paper or entering into bank loans to meet working capital requirements, including seasonal requirements to finance gas purchases and accounts receivable, short-term debt may also be used to temporarily fund capital requirements. For NW Natural, commercial paper and bank loans are periodically refinanced through the sale of long-term debt or equity contributions from NW Holdings. Commercial paper, when outstanding, is sold through two commercial banks under an issuing and paying agency agreement and is supported by one or more unsecured revolving credit facilities. See “Credit Agreements” below.
At December 31, 2025 and 2024, NW Holdings' short-term debt consisted of the following:
| December 31, 2025 | December 31, 2024 | ||||||||||||||||
| In millions | Balance Outstanding | Weighted Average Interest Rate(1) | Balance Outstanding | Weighted Average Interest Rate(1) | |||||||||||||
Commercial Paper Borrowings - NW Holdings(2) | $ | 162.0 | 4.1 | % | $ | — | — | % | |||||||||
| Commercial Paper Borrowings - NW Natural | 10.0 | 4.0 | % | 136.5 | 4.8 | % | |||||||||||
| NW Holdings Credit Agreement Loans | — | — | % | 33.6 | 5.5 | % | |||||||||||
| Total short-term debt | $ | 172.0 | $ | 170.1 | |||||||||||||
(1) Weighted average interest rate on outstanding short-term debt
(2) NW Holdings initiated a commercial paper program in March 2025.
The carrying cost of commercial paper approximates fair value using Level 2 inputs. See Note 2 for a description of the fair value hierarchy. At December 31, 2025, NW Holdings' commercial paper had a maximum remaining maturity of 49 days and an average remaining maturity of 26 days. At December 31, 2025, NW Natural's commercial paper had a maximum remaining maturity of 5 days and an average remaining maturity of 4 days.
Credit Agreements
NW Holdings
NW Holdings has a $250 million credit agreement, with a feature to request increases up to $350 million. The maturity date of the agreement is November 3, 2030.
This agreement permits the issuance of letters of credit in an aggregate amount up to $40 million. The credit agreement requires NW Holdings to maintain a consolidated indebtedness to total capitalization ratio of 70% or less. NW Holdings was in compliance with this covenant at December 31, 2025 and 2024.
The NW Holdings credit agreement requires NW Holdings to maintain debt ratings with specified credit rating agencies. Interest rates on any loans outstanding are tied to debt ratings; therefore, a change in the debt rating would increase or decrease the cost of any loans under the credit agreement.
There were no outstanding balances under the NW Holdings agreement at December 31, 2025 and $33.6 million of outstanding balances under the NW Holdings agreement at December 31, 2024. No letters of credit were issued or outstanding under the NW Holdings agreement at December 31, 2025 and 2024.
NW Natural
NW Natural has a $400 million credit agreement for unsecured revolving loans, with a feature that allowed NW Natural to request increases up to a maximum of $600 million, with a maturity date of November 3, 2030.
This agreement permits the issuance of letters of credit in an aggregate amount of up to $60 million. The credit agreement requires NW Natural to maintain a consolidated indebtedness to total capitalization ratio of 70% or less. NW Natural was in compliance with this covenant at December 31, 2025 and 2024.
The NW Natural credit agreement requires NW Natural to maintain debt ratings with specified credit rating agencies. Interest rates on any loans outstanding under the credit agreement are tied to debt ratings; therefore, a change in the debt rating would increase or decrease the cost of any loans under the credit agreement.
There were no outstanding balances under the NW Natural agreement at December 31, 2025 and 2024.There were no letters of credit outstanding under NW Natural's credit agreement at December 31, 2025 and 2024.
SiEnergy
On January 7, 2025, NW Holdings acquired all of the issued and outstanding limited liability company interests of SiEnergy. SiEnergy's subsidiary, SiEnergy Holdings, had a revolving credit facility (the SiEnergy Holdings Facility) that in aggregate had commitments of $5.0 million, including a letter of credit sublimit of $1.0 million. Loans extended under the SiEnergy Holdings Facility bore interest at a per annum rate equal to the sum of (a) either (i) the Base Rate, as defined in the Amended Credit Agreement (the Base Rate), or (ii) term SOFR with a one-, three- or six-month tenor; plus (b) the Applicable Margin. The Applicable Margin was 0.750% with respect to Base Rate loans and 1.750% with respect to SOFR loans. In August 2025, the SiEnergy Amended Credit Agreement was terminated and associated facilities are no longer available for financing.
On November 3, 2025, SiEnergy Holdings entered into a $75 million senior unsecured credit agreement, with a feature that allows SiEnergy to request increases up to a maximum of $125 million, with a maturity date of November 3, 2030.
This agreement permits the issuance of letters of credit in an aggregate amount up to $20 million. The credit agreement requires SiEnergy to maintain a consolidated indebtedness to total capitalization ratio of 70% or less. SiEnergy was in compliance with this covenant at December 31, 2025.
The SiEnergy credit agreement requires SiEnergy to maintain debt ratings with specified credit rating agencies. Interest rates on any loans outstanding under the credit agreement are tied to debt ratings; therefore, a change in the debt rating would increase or decrease the cost of any loans under the credit agreement.
There were no outstanding balances under the SiEnergy agreement at December 31, 2025. There were no letters of credit outstanding at December 31, 2025 under SiEnergy's credit agreement.
Letters of Credit Facility
In January 2024, NW Natural entered into an Uncommitted Letter of Credit and Reimbursement Agreement (LC Reimbursement Agreement), pursuant to which NW Natural agreed to reimburse each Lender acting as an issuing bank (Issuing Bank) thereunder for disbursements in respect of letters of credit (Letters of Credit) issued pursuant to the LC Reimbursement Agreement from time to time. The Company expects to use Letters of Credit issued under the facility created by the LC Reimbursement Agreement (LC Facility) primarily to support its participation in Washington Climate Commitment Act cap-and-invest program auctions.
Although there is no expressly stated maximum amount of Letters of Credit that can be issued or outstanding under the LC Facility, under current regulatory authority from the OPUC, the aggregate sum of Letters of Credit outstanding and available to be drawn under the LC Reimbursement Agreement may not exceed $100 million at any one time. The Issuing Banks have no commitment to issue Letters of Credit under the LC Facility and will have the discretion to limit and condition the terms for the issuance of Letters of Credit (including maximum face amounts) in their sole discretion.
The LC Reimbursement Agreement requires NW Natural to maintain certain ratings with S&P and Moody’s. NW Natural must also notify the Administrative Agent and Lenders of any change in the S&P or Moody’s Ratings, although any such change is not an event of default.
The LC Reimbursement Agreement prohibits NW Natural from permitting Consolidated Indebtedness to be greater than 70% of Total Capitalization, each as defined therein and calculated as of the end of each fiscal quarter of NW Natural. Failure to comply with this financial covenant would constitute an Event of Default under the LC Reimbursement Agreement. The occurrence of this or any other Event of Default would entitle the Administrative Agent to require cash collateral for the LC Exposure, as defined in the LC Reimbursement Agreement, and to exercise all other rights and remedies available to it and the Lenders under the Credit Documents, as defined in the LC Reimbursement Agreement, and under applicable law.
There were no letters of credit issued or outstanding under the LC Reimbursement Agreement at December 31, 2025.
Long-Term Debt
At December 31, 2025 and 2024, NW Holdings long-term debt consisted of the following:
| December 31, 2025 | December 31, 2024 | ||||||||||||||||
| In millions | Balance Outstanding | Weighted Average Interest Rate(1) | Balance Outstanding | Weighted Average Interest Rate(1) | |||||||||||||
| NW Natural first mortgage bonds | $ | 1,544.7 | 4.7 | % | $ | 1,374.7 | 4.6 | % | |||||||||
| SiEnergy secured senior notes | 185.0 | 5.6 | % | — | — | % | |||||||||||
| NWN Water term loan | 55.0 | 4.7 | % | 55.0 | 4.7 | % | |||||||||||
| Other water debt | 4.0 | 6.1 | |||||||||||||||
| NW Holdings unsecured senior bonds | 285.0 | 5.7 | % | 285.0 | 5.7 | % | |||||||||||
| NW Holdings term loan | 50.0 | 5.2 | % | — | — | % | |||||||||||
| NW Holdings junior subordinated debentures | 325.0 | 7.0 | % | — | — | % | |||||||||||
| Long-term debt, gross | 2,448.7 | 1,720.8 | |||||||||||||||
| Less: unamortized debt issuance costs | 15.9 | 10.6 | |||||||||||||||
| Less: current maturities | 160.6 | 30.8 | |||||||||||||||
| Total long-term debt | $ | 2,272.2 | $ | 1,679.4 | |||||||||||||
(1) Weighted average interest rate for the years ended December 31, 2025 and 2024.
NW Natural Long-Term Debt
NW Natural's issuance of First Mortgage Bonds (FMBs), which includes NW Natural's medium-term notes, under the Mortgage and Deed of Trust (Mortgage) is limited by eligible property and other provisions of the Mortgage. The Mortgage constitutes a first mortgage lien on certain gas properties owned from time to time by NW Natural, including substantially all of the property constituting NW Natural's natural gas distribution plant balances.
Summary of Significant Debt Issuances
| In millions | Year ended December 31, 2025 | ||||||||||||||||||||||
| NW Holdings | Issuance Date | Maturity Date | Interest Rate | Amount | |||||||||||||||||||
Unsecured Term Loan (a)(b) | January 2025 | August 2026 | SOFR + 90 bps Spread (c) | $ | 50.0 | ||||||||||||||||||
Junior Subordinated Debentures (d)(e) | March 2025 | September 2055 | 7.00 | % | 325.0 | ||||||||||||||||||
SiEnergy(f) | |||||||||||||||||||||||
| Series A Senior Notes | August 2025 | August 2030 | 4.86 | % | 50.0 | ||||||||||||||||||
| Series B Senior Notes | August 2025 | August 2035 | 5.42 | % | 40.0 | ||||||||||||||||||
| Series C Senior Notes | August 2025 | August 2055 | 6.04 | % | 95.0 | ||||||||||||||||||
NW Natural(g) | |||||||||||||||||||||||
| First Mortgage Bonds | December 2025 | May 2036 | 5.13 | % | 75.0 | ||||||||||||||||||
| First Mortgage Bonds | December 2025 | December 2055 | 5.90 | % | 125.0 | ||||||||||||||||||
| Total long-term debt issuance | $ | 760.0 | |||||||||||||||||||||
(a) Proceeds were used to support working capital needs and for general corporate purposes.
(b) On November 3, 2025, an amendment to the Term Loan extended the maturity date to August 6, 2026. NW Holdings may prepay the Term Loan without premium or penalty (other than customary breakage costs, if applicable). Amounts prepaid may not be reborrowed.
(c) The Term Loan Agreement bears interest at a per annum rate equal to the sum of (x) either (i) term SOFR with a one-, three- or six-month tenor, plus an adjustment of 0.10%, or (ii) the Alternate Base Rate, as defined in the Term Loan Agreement, plus (y) the Applicable Margin, as defined in the Term Loan Agreement. The Applicable Margin is 0.90% per annum, for term SOFR loans, and 0.00% per annum, for Alternate Base Rate loans.
(d) Proceeds were used to repay the acquisition bridge facility entered into on January 7, 2025 by NW Holdings for the acquisitions of SiEnergy; any remaining proceeds were used for working capital needs and for general corporate purposes.
(e) The Company will pay interest on the Junior Subordinated Debentures (i) from and including the date of original issuance to, but not including, September 15, 2035, at an annual rate of 7.00% and (ii) from and including September 15, 2035, during each Interest Reset Period at an annual rate equal to the Five-Year Treasury Rate as of the most recent Reset Interest Determination Date plus 2.701%.
(f) Proceeds were used to repay SiEnergy's $148.8 million remaining balance on the Delayed Draw Term Loan Facility.
(g) Proceeds were used to support working capital needs and for general corporate purposes including repayment of debt.
Summary of Significant Debt Extinguishments and Repayments
NW Holdings
On January 7, 2025, NW Holdings entered into a 364-Day Term Loan Credit Agreement (the Acquisition Bridge Facility) among NW Holdings, as borrower, certain lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, pursuant to which NW Holdings borrowed a $273.0 million senior unsecured term loan (the Bridge Loan), the proceeds of which were used to finance the SiEnergy acquisition, with any remaining proceeds to be used for working capital needs and for general corporate purposes. The Bridge Loan was repaid in full in March 2025. In March 2025, the Acquisition Bridge Facility used to finance the acquisition of SiEnergy was repaid in full.
NW Natural
In September 2025, the $20.0 million first mortgage bond 7.720% Series Due 2025 was repaid in full. In December 2025, the $10.0 million first mortgage bond 6.520% Series Due 2025 was repaid in full.
SiEnergy
In August 2025, the proceeds of the senior notes issued by SiEnergy Gas, LLC in August 2025 (the August 2025 Notes) were used to extinguish the $148.8 million remaining balance of the SiEnergy Delayed Draw Term Loan Facility (SiEnergy DDTLF) ($148.8 million) and the SiEnergy Revolving Credit Facility was terminated. The SiEnergy DDTLF and Revolving Credit Facility under SiEnergy’s Credit Agreement were acquired by NW Holdings on January 7, 2025 as part of the acquisition of all of the issued and outstanding limited liability company interests of SiEnergy.
The SiEnergy DDTLF had initial aggregate commitments, as amended, of $200.0 million. The SiEnergy DDTLF was scheduled to mature on December 22, 2026. Loans extended under the SiEnergy DDTLF bore interest at a per annum rate equal to the sum of (a) either (i) the Base Rate, as defined in the Amended Credit Agreement (the Base Rate), or (ii) term SOFR with a one-, three- or six-month tenor; plus (b) the Applicable Margin. The Applicable Margin was 0.750% with respect to Base Rate loans and 1.750% with respect to SOFR loans.
Maturities and Outstanding Long-Term Debt
Retirement of long-term debt for each of the annual periods through December 31, 2030 and thereafter are as follows:
| In thousands | NW Natural | SiEnergy | NWN Water | NW Holdings Other | NW Holdings | |||||||||||||||||||||||||||
| 2026 | $ | 55,000 | $ | — | $ | 55,703 | $ | 50,000 | $ | 160,703 | ||||||||||||||||||||||
| 2027 | 64,700 | — | 724 | — | 65,424 | |||||||||||||||||||||||||||
| 2028 | 10,000 | — | 701 | 100,000 | 110,701 | |||||||||||||||||||||||||||
| 2029 | 50,000 | — | 384 | 140,000 | 190,384 | |||||||||||||||||||||||||||
| 2030 | 30,000 | 50,000 | 115 | — | 80,115 | |||||||||||||||||||||||||||
| Thereafter | 1,335,000 | 135,000 | 1,420 | 370,000 | 1,841,420 | |||||||||||||||||||||||||||
| Total | $ | 1,544,700 | $ | 185,000 | $ | 59,047 | $ | 660,000 | $ | 2,448,747 | ||||||||||||||||||||||
The following table presents debt outstanding at NW Natural as of December 31:
| In thousands | 2025 | 2024 | ||||||||||||
| NW Natural: | ||||||||||||||
| First Mortgage Bonds: | ||||||||||||||
7.720% Series due 2025 | $ | — | $ | 20,000 | ||||||||||
6.520% Series due 2025 | — | 10,000 | ||||||||||||
7.050% Series due 2026 | 20,000 | 20,000 | ||||||||||||
3.211% Series due 2026 | 35,000 | 35,000 | ||||||||||||
7.000% Series due 2027 | 20,000 | 20,000 | ||||||||||||
2.822% Series due 2027 | 25,000 | 25,000 | ||||||||||||
6.650% Series due 2027 | 19,700 | 19,700 | ||||||||||||
6.650% Series due 2028 | 10,000 | 10,000 | ||||||||||||
3.141% Series due 2029 | 50,000 | 50,000 | ||||||||||||
7.740% Series due 2030 | 20,000 | 20,000 | ||||||||||||
7.850% Series due 2030 | 10,000 | 10,000 | ||||||||||||
5.820% Series due 2032 | 30,000 | 30,000 | ||||||||||||
5.660% Series due 2033 | 40,000 | 40,000 | ||||||||||||
5.750% Series due 2033 | 100,000 | 100,000 | ||||||||||||
5.180% Series due 2034 | 80,000 | 80,000 | ||||||||||||
5.250% Series due 2035 | 10,000 | 10,000 | ||||||||||||
5.130% Series due 2036 | 75,000 | — | ||||||||||||
5.230% Series due 2038 | 50,000 | 50,000 | ||||||||||||
4.000% Series due 2042 | 50,000 | 50,000 | ||||||||||||
4.136% Series due 2046 | 40,000 | 40,000 | ||||||||||||
3.685% Series due 2047 | 75,000 | 75,000 | ||||||||||||
4.110% Series due 2048 | 50,000 | 50,000 | ||||||||||||
3.869% Series due 2049 | 90,000 | 90,000 | ||||||||||||
3.600% Series due 2050 | 150,000 | 150,000 | ||||||||||||
3.078% Series due 2051 | 130,000 | 130,000 | ||||||||||||
4.780% Series due 2052 | 140,000 | 140,000 | ||||||||||||
5.430% Series due 2053 | 100,000 | 100,000 | ||||||||||||
5.900% Series due 2055 | 125,000 | — | ||||||||||||
| Long-term debt, gross | 1,544,700 | 1,374,700 | ||||||||||||
| Less: current maturities | 55,000 | 30,000 | ||||||||||||
| Total long-term debt | $ | 1,489,700 | $ | 1,344,700 | ||||||||||
The following table presents debt outstanding at NW Holdings excluding NW Natural, which is presented above, as of December 31:
| In thousands | 2025 | 2024 | ||||||||||||
| NW Holdings | ||||||||||||||
| Unsecured Senior Bonds: | ||||||||||||||
5.780% Series due 2028 | $ | 100,000 | $ | 100,000 | ||||||||||
5.840% Series due 2029 | 50,000 | 50,000 | ||||||||||||
5.520% Series due 2029 | 90,000 | 90,000 | ||||||||||||
5.860% Series due 2034 | 45,000 | 45,000 | ||||||||||||
| Term Loan due 2026 | 50,000 | — | ||||||||||||
| Junior Subordinated Debentures: | ||||||||||||||
7.00%Series due 2055 | 325,000 | — | ||||||||||||
| Long-term debt, gross | 660,000 | 285,000 | ||||||||||||
| Less: current maturities | 50,000 | — | ||||||||||||
| Total NW Holdings long-term debt | $ | 610,000 | $ | 285,000 | ||||||||||
SiEnergy(1) | ||||||||||||||
| Unsecured Senior Bonds: | ||||||||||||||
4.86% Series due 2030 | $ | 50,000 | $ | — | ||||||||||
5.42% Series due 2035 | 40,000 | — | ||||||||||||
6.04% Series due 2055 | 95,000 | — | ||||||||||||
| Long-term debt, gross | 185,000 | — | ||||||||||||
| Less: current maturities | — | — | ||||||||||||
| Total SiEnergy long-term debt | $ | 185,000 | $ | — | ||||||||||
| NWN Water | ||||||||||||||
Water term loan, fixed rate of 3.8%, due 2026(3) | $ | 55,000 | $ | 55,000 | ||||||||||
Other water debt(2) | 4,047 | 6,052 | ||||||||||||
| Long-term debt, gross | 59,047 | 61,052 | ||||||||||||
| Less: current maturities | 55,703 | 795 | ||||||||||||
| Total Water long-term debt | $ | 3,344 | $ | 60,257 | ||||||||||
(1) Prior year comparative outstanding debt is not provided for SiEnergy as it was acquired by NW Holdings January 7, 2025.
(2) Other water debt consists of immaterial loans at local water entities.
(3) NW Holdings guarantees the debt of its wholly-owned subsidiary, NWN Water.
Fair Value of Long-Term Debt
NW Holdings' and NW Natural's outstanding debt does not trade in active markets. The fair value of debt is estimated using the value of outstanding debt at natural gas distribution companies with similar credit ratings, terms, and remaining maturities to NW Holdings' and NW Natural's debt that actively trade in public markets. These valuations are based on Level 2 inputs as defined in the fair value hierarchy. See Note 2.
The following table provides an estimate of the fair value of long-term debt, including current maturities of long-term debt, using market prices in effect on the valuation date:
| December 31, | ||||||||||||||
| In millions | 2025 | 2024 | ||||||||||||
| NW Holdings: | ||||||||||||||
| Gross long-term debt | $ | 2,448.7 | $ | 1,720.8 | ||||||||||
| Unamortized debt issuance costs | (15.9) | (10.6) | ||||||||||||
| Carrying amount | 2,432.8 | 1,710.2 | ||||||||||||
Estimated fair value(1) | 2,317.1 | 1,542.2 | ||||||||||||
| NW Natural: | ||||||||||||||
| Gross long-term debt | $ | 1,544.7 | $ | 1,374.7 | ||||||||||
| Unamortized debt issuance costs | (9.8) | (9.3) | ||||||||||||
| Carrying amount | 1,534.9 | 1,365.4 | ||||||||||||
Estimated fair value(1) | 1,383.1 | 1,191.2 | ||||||||||||
(1) Estimated fair value does not include unamortized debt issuance costs. | ||||||||||||||
For information concerning NW Holdings' debt obligations, see Note 9 to the consolidated financial statements included in Item 8 of this report.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 23, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Feb 25, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Mar 1, 2019 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.