Northwestern Corp SEC Filings

NorthWestern Energy and Black Hills have entered into a merger agreement that sets a latest target closing date of August 18, 2026 with possible extensions up to February 18, 2027 to obtain regulatory approvals. The agreement includes customary termination rights, including termination if required shareholder approval is not obtained or closing is legally prohibited, and a $100 million termination fee payable in specified circumstances. Upon closing, Brian B. Bird (NorthWestern CEO) will become CEO of the combined company and Linden R. Evans (current Black Hills CEO) will retire. Mr. Bird has a Chief Executive Officer Agreement preserving his change-in-control severance for three years post-closing. The Black Hills committee treated the merger as a change-in-control for equity awards so that restricted stock vests at closing and performance RSUs convert to time-based RSUs based on the greater of target or actual performance. Certain schedules and exhibits are omitted and are available upon SEC request.

American Century Investment Management, Inc., American Century Companies, Inc., and the Stowers Institute for Medical Research report they beneficially own 2,952,214 shares of Northwestern Energy Group, Inc., representing 4.8% of the outstanding common stock. The filers disclose sole voting power over 2,838,388 shares and sole dispositive power over 2,952,214 shares. The filing states these securities are held in the ordinary course of business and were not acquired to change or influence control of the issuer.

The filing also clarifies that ACIM is a wholly owned subsidiary of ACC and that ACC is controlled by the Stowers Institute, explaining the relationship among the reporting entities and their shared disclosure.

NorthWestern Energy Group (NWE) – Form 4: On 01 Aug 2025 non-employee director Jan Robert Horsfall was granted 731 deferred share units of common stock at an accounting price of $51.30, classified as an “A” (acquisition) transaction. The award is part of the board’s Q3-2025 compensation schedule; units convert into common shares only after the director’s service ends. Following the grant, Horsfall’s direct beneficial ownership rises to 9,232 shares, a figure that also includes dividend-reinvested shares. No shares were sold, no options or other derivatives were involved, and total company share count is unaffected. The filing reflects routine director compensation and offers a modest signal of insider alignment but carries no material impact on earnings, cash flow, or governance.

NorthWestern Energy Group (NWE) Form 4: On 08/01/2025 independent director Jeffrey W. Yingling received 731 deferred share units of common stock under the company’s Q3-2025 non-employee director compensation schedule. The award is coded “A” (acquisition) and reflects a grant price reference of $51.30 set on 06/30/2025; no cash was paid and no open-market trade occurred.

After this grant, Yingling directly owns 21,157 NWE shares, a figure that already includes dividend-reinvested stock. No derivative securities were reported in Table II.

The filing represents a routine, pre-arranged equity award that modestly increases insider ownership. While it reinforces board-shareholder alignment, the size (<0.002 % of the ~50 M share float) is too small to be considered a material indicator of insider sentiment or near-term fundamentals.

On 30 July 2025 NorthWestern Energy Group, Inc. (Nasdaq: NWE) filed a Form 8-K under Items 2.02 and 7.01. The company furnished, but did not formally “file,” a press release and investor presentation that outline second-quarter 2025 results and set full-year diluted-EPS guidance at $3.53 – $3.65. No revenue, margin or cash-flow figures appear in the 8-K text; investors must consult Exhibits 99.1 and 99.2 for detailed data.

Management will discuss the quarter on a webcast and conference call scheduled for 31 July 2025 at 3:30 p.m. ET. Access is via the company’s investor site, with an archive available for one year. The filing states that the furnished materials are exempt from Exchange Act liability and will not be incorporated into Securities Act filings unless specifically referenced. Aside from the guidance disclosure and call logistics, the report cites no acquisitions, financings, leadership changes or other material events.

NorthWestern Energy Group, Inc. (NWE) filed a Form 4 showing that non-employee director Sherina M. Edwards received 731 NWE common shares on 07/01/2025 as part of the company’s Q3-2025 director compensation schedule. The grant, coded “A” (acquisition), is valued at an indicated $51.30 per share and lifts Edwards’ direct holdings to 7,664 shares. No derivative securities were reported, and the transaction was executed under the standard non-employee director plan, not via open-market purchase.

The award represents a routine, small-scale equity issuance unlikely to affect the company’s share count or market dynamics, but it incrementally aligns director interests with shareholders.