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[8-K] NorthWestern Energy Group, Inc. Reports Material Event

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(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

NorthWestern Energy Group, Inc. reported that its wholly owned subsidiary, NorthWestern Energy Public Service Corporation, issued and sold $150 million principal amount of South Dakota First Mortgage Bonds. The bonds were issued on June 15, 2026, bear a fixed interest rate of 5.51%, and mature on June 15, 2036.

The SD Bonds are secured under an existing mortgage indenture and a new Twenty-third Supplemental Indenture with The Bank of New York Mellon as trustee. They rank equally with other first-mortgage secured debt and include customary covenants and events of default, allowing acceleration and potential enforcement against mortgaged property if a default occurs. NWE Public Service may redeem the bonds early at a make-whole price.

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Insights

$150M 10-year secured bond adds long-term debt at fixed rate.

NorthWestern Energy Public Service Corporation issued $150 million of South Dakota First Mortgage Bonds at a fixed 5.51% coupon, maturing on June 15, 2036. As first-mortgage debt, these bonds are secured by utility assets and rank equally with existing first-mortgage obligations.

The financing increases secured leverage but also locks in long-term funding costs, which can be important for a capital-intensive utility. Protection for bondholders includes customary events of default and acceleration rights, along with the trustee’s ability, under certain circumstances, to take control of and sell mortgaged property.

NWE Public Service also retains the option to redeem some or all of the bonds before maturity at a make-whole price described in the supplemental indenture. That feature provides flexibility to refinance if conditions change, though the make-whole mechanism is designed to compensate investors for early repayment.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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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): June 15, 2026
2in_Color.jpg
NorthWestern Energy Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware000-5659893-2020320
(State or other jurisdiction of
incorporation or organization)		(Commission File Number)
(I.R.S. Employer Identification No.)
3010 W. 69th StreetSioux FallsSouth Dakota 57108
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 605-978-2900

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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
RegistrantTitle of each classTrading Symbol(s)Name of each exchange on which registered
NorthWestern Energy Group, Inc.Common stockNWENasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in 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).
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 1.01     Entry into Material Definitive Agreement
On June 15, 2026, NorthWestern Energy Public Service Corporation ("NWE Public Service"), a wholly owned subsidiary of NorthWestern Energy Group, Inc., d/b/a NorthWestern Energy (Nasdaq: NWE) (“NWE Group”), issued and sold $150 million principal amount of NWE Public Service's South Dakota First Mortgage Bonds (the "SD Bonds"). The SD Bonds were issued in a transaction exempt from the registration requirements of the Securities Act of 1933, have not been registered under the Securities Act, and will not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.
The SD Bonds were drawn and issued in one series as follows:
Issue DateMaturity DatePrincipal AmountInterest Rate
June 15, 2026June 15, 2036$150 million5.51%
The terms of the SD Bonds were established in the Twenty-third Supplemental Indenture, dated as of June 1, 2026 (the "SD Supplemental Indenture"), between NWE Public Service and The Bank of New York Mellon, as trustee. The SD Bonds are governed by the terms of the General Mortgage Indenture and Deed of Trust dated as of August 1, 1993, as amended and supplemented, between NWE Public Service and the trustee, and the SD Supplemental Indenture (collectively, the “SD Indenture”). The SD Bonds will rank equally in right of payment with all current and future debt that is secured by the first mortgage lien of the SD Indenture.
    NWE Public Service may redeem some or all of the SD Bonds at any time at its option prior to maturity at a make-whole price as described in the SD Supplemental Indenture.
    The SD Indenture provides for customary events of default, including payment defaults and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the SD Bonds, plus accrued and unpaid interest, if any, may be declared immediately due and payable. In addition, under certain circumstances, and to the extent permitted by law, the trustee may be granted certain powers to take possession of, hold, operate and manage, and sell, the mortgaged property.
The description set forth above concerning the SD Bonds is qualified in its entirety by reference to the SD Supplemental Indenture which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 2.03     Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference.



Item 9.01    Financial Statements and Exhibits.
Exhibit No.Description of Document
4.1*
Twenty-third Supplemental Indenture, dated as of June 1, 2026, between NorthWestern Energy Public Service Corporation and The Bank of New York Mellon, as trustee.
104Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document
* filed herewith

Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NorthWestern Energy Group, Inc. 
By:/s/ Timothy P. Olson
Timothy P. Olson 
Corporate Secretary 
Date: June 22, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

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