Northwestern Corp SEC Filings

NorthWestern Energy Group (NWE) said its subsidiary, NorthWestern Corporation, reopened its March 2025 issuance and sold an additional $100 million of Montana First Mortgage Bonds due 2030, bringing total 2030 Notes outstanding to $500 million. The new bonds carry a 5.073% coupon with semi-annual payments on March 21 and September 21, starting March 21, 2026.

The bonds were placed to qualified institutional buyers under Rule 144A and to non‑U.S. persons under Regulation S, without Securities Act registration. Proceeds are intended for future capital expenditures, working capital (including revolver paydown), and general corporate purposes. The bonds rank equally with other first‑lien mortgage debt and are redeemable at par on or after February 21, 2030, plus accrued interest.

NorthWestern Energy Group (NWE) shared details of its pending merger with Black Hills Corporation in a Montana PBS interview. CEO Brian Bird said customers should see “very little” day‑to‑day change, and that rates will not change as part of the merger; rates only change through a rate review. He highlighted scale benefits such as stronger procurement leverage and reduced duplicative costs, with expected savings to be reflected over time in rate reviews.

Bird will lead the combined company. He noted workforce duplication risks but expects impacts to be handled largely through attrition, citing 5–10% annual attrition and a similar level of anticipated duplication. The company expects greater regulatory and business diversification: today NorthWestern is “85–90% Montana,” while post‑merger Montana would be “just over 30%.” He acknowledged investor focus on Montana approval, given past commission decisions, and emphasized this is a merger of two financially strong utilities.

NorthWestern Energy Group (Nasdaq: NWE) reaffirmed its adjusted 2025 non-GAAP earnings guidance of $3.53 to $3.65 per diluted share. Company leadership will attend the 60th EEI Financial Conference on November 10–11, 2025, and host one-on-one meetings with investors.

The slide presentation used for these meetings was furnished under Regulation FD as Exhibit 99.1 and incorporated by reference; it is not deemed “filed” for liability purposes.

Black Hills Corporation reported Q3 2025 GAAP EPS of $0.34, including $0.10 of merger costs, and adjusted EPS of $0.45 versus $0.35 a year ago. Year-to-date GAAP EPS was $2.58 and adjusted EPS was $2.68 versus $2.52.

The company reaffirmed 2025 adjusted EPS guidance of $4.00 to $4.20 and targets delivering in the upper half of its 4%–6% long‑term EPS growth range starting in 2026. Management highlighted a $4.7 billion capital plan, with the 260‑mile, $350 million Ready Wyoming transmission project on track for year‑end service and new rider rates effective January 2026. The 99‑MW Lange II gas project is under construction for second‑half 2026, and a 50‑MW battery in Colorado received CPCN settlement approval.

Financing actions included $220 million of equity issued in 2025, $450 million of 4.55% notes (partly to repay a $300 million January 2026 maturity), and more than $600 million of revolver availability at quarter end. Data center demand is planned at 500 MW by 2029, expected to exceed 10% of total EPS in 2028, with a pipeline now over 3 GW and two additional Cheyenne sites announced to take energy as early as 2026. A Nebraska settlement provides $23.9 million in new annual revenue (ROE 9.85%, 50.5% equity), pending December approval with new rates January 1, 2026. The company submitted joint merger applications with NorthWestern Energy in Montana, Nebraska, and South Dakota and is working through the S‑4 process, aiming to close in the second half of next year.

NorthWestern Energy Group (NWE): Director equity grant reported. A director reported the acquisition of 640 shares on 11/04/2025, recorded as an A (acquired) transaction at a grant price of $58.61. The filing notes this was a fourth quarter 2025 stock grant under the non‑employee director compensation schedule, with shares issued as deferred share units on 11/03/2025.

Following the transaction, the reporting person beneficially owned 9,896 shares, held directly. The filing states these represent underlying deferred share units issuable after the reporting person’s termination of service and that the total includes shares acquired from dividend reinvestment.

NorthWestern Energy Group (NWE) director reported an equity grant. On 11/04/2025, the reporting person acquired 640 shares of common stock (deferred share units) at a grant price of $58.61.

The award reflects the company’s 2025 fourth‑quarter stock grant for non‑employee directors, with deferred share units issuable after service ends. Following the transaction, the reporting person beneficially owned 22,026 shares. The filing notes the grant price was set as of September 30, 2025, and shares were issued as deferred share units on November 3, 2025.

NorthWestern Energy Group, Inc. (NWE) reported a leadership transition. John Hines, Vice President — Supply / Montana Government Affairs, will retire from his position effective February 2, 2026.

The company recognized his 20 years of service, including nearly 15 years as Vice President, noting contributions to rebuilding the Montana electric portfolio after deregulation, maintaining resource adequacy in Montana and South Dakota, and modernizing older generation assets.

NorthWestern Energy Group (NWE) furnished an 8-K announcing quarterly results and reaffirmed full-year 2025 earnings guidance at $3.53 to $3.65 per diluted share. The company discussed financial results for the quarter ended September 30, 2025, via a press release furnished as Exhibit 99.1.

The company will host an investor conference call and webcast on October 30, 2025, at 3:30 p.m. Eastern to review results, with CEO Brian Bird and CFO Crystal Lail presenting accompanying slides furnished as Exhibit 99.2. A live and archived webcast will be available on the company’s website. The materials are furnished, not filed, under the Exchange Act.

NorthWestern Energy Group (NWE) reported third-quarter results and regulatory updates. Q3 2025 revenue was $386.95 million, up from $345.16 million a year ago, while net income was $38.23 million versus $46.82 million, reflecting higher administrative costs and interest expense. Diluted EPS was $0.62 compared to $0.76. For the first nine months, operating cash flow was $338.27 million.

The company advanced key initiatives. It entered an all-stock merger of equals agreement with Black Hills, with each NWE share to receive 0.98 Black Hills shares, subject to shareholder and regulatory approvals. NWE incurred $7.6 million of merger-related costs in Q3. In Montana, interim electric and gas rate structures remain in effect pending a final order expected in Q4 2025; Nebraska approved final gas rates effective July 1, 2025. NWE closed the $35.9 million cash acquisition of Energy West operations on July 1, 2025. It also plans to acquire additional interests in Colstrip Units 3 and 4 effective January 1, 2026, with filings aimed at cost recovery.

Capital activities included issuing $400 million Montana first mortgage bonds due 2030 and $100 million South Dakota first mortgage bonds due 2035, and expanding a term loan to $150 million. Shares outstanding were 61,407,029 as of October 24, 2025.