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

Rhea-AI Filing Summary

NorthWestern Energy Group, Inc. filed a Current Report on Form 8-K stating it furnished a presentation as Exhibit 99.1 under Regulation FD, with the exception of slide 25. The company notes the furnished presentation is not "filed" for Section 18 purposes and generally is not incorporated by reference into securities filings, except as stated. The filing also states that slide 25 of Exhibit 99.1 is incorporated by reference under Item 8.01. The report identifies the document date as September 3, 2025. The submission contains no financial tables, earnings figures, or major transaction disclosures, and primarily documents the presentation furnishing and the limited incorporation of a single slide.

Positive

• Clear disclosure that the presentation was furnished under Regulation FD, which promotes transparency
• Specific incorporation of slide 25 into the 8-K avoids ambiguity about which content is formally disclosed

Negative

• No substantive financial or operational details provided in the filing
• Most of the presentation is not incorporated, limiting what investors can rely on from this 8-K

Insights

Corporate Filings Analyst

TL;DR: NWE furnished a presentation and formally incorporated slide 25 into its 8-K.

The filing confirms a presentation was furnished as Exhibit 99.1 under Regulation FD, but was not "filed" for Section 18 liability, which is standard practice for investor presentations.

By explicitly incorporating slide 25 under Item 8.01, the company makes that slide part of the 8-K record, which may signal that the content of that single slide is intended to be treated as a formal disclosure.

Investor Relations Specialist

TL;DR: The filing is procedural with limited material detail beyond the presentation reference.

The document does not include financial metrics, transaction details, or forward-looking guidance; it only documents how the presentation is furnished and the incorporation status of slide 25.

Investors should note the filing date September 3, 2025 when correlating this disclosure with any concurrently released investor materials.

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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): September 3, 2025

NorthWestern Energy Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-56598

93-2020320

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

3010 W. 69th Street

Sioux Falls

South 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:

Registrant			Title of each class			Trading Symbol(s)			Name of each exchange on which registered
NorthWestern Energy Group, Inc.			Common stock			NWE			Nasdaq 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 7.01 Regulation FD Disclosure.

On September 3, 2025, Crystal Lail, vice president and chief financial officer, and Travis Meyer, director corporate development and investor relations officer, of NorthWestern Energy Group, Inc. d/b/a NorthWestern Energy (Nasdaq: NWE) (the “Company”) will be in Ohio, and on September 4, will be participating at Barclays' 39th Annual CEO Energy-Power Conference in New York and hosting one-on-one meetings with existing and potential investors and analysts. During these meetings, they will be providing certain information concerning the Company in a slide presentation and will be reaffirming the previously announced earnings guidance for 2025 in the range of $3.53 to $3.65 per diluted share.

A copy of the presentation, with the exception of slide 25, is being furnished pursuant to Regulation FD as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Furthermore, the information will not be deemed to be incorporated by reference into the Company's filings under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except as set forth with respect thereto in any such filing.

Item 8.01 Other Events.

Slide 25 of the presentation included as Exhibit 99.1 is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

Exhibit No.						Description of Document
99.1*						Presentation, dated September 3, 2025
104						Cover 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: September 3, 2025

FAQ

What did NorthWestern Energy (NWE) file in the 8-K?

The company furnished a presentation as Exhibit 99.1 under Regulation FD and incorporated slide 25 of that presentation into the Form 8-K.

Is the furnished presentation considered "filed" for legal liability?

No. The filing states the presentation was furnished and will not be deemed "filed" for purposes of Section 18, except as explicitly incorporated.

Which part of the presentation is incorporated into the 8-K?

Slide 25 of Exhibit 99.1 is explicitly incorporated by reference in the 8-K.

Does the 8-K include financial statements or earnings information?

No. The provided content contains no financial tables, earnings figures, or major transaction disclosures.

What is the date of this 8-K disclosure?

The filing identifies the document date as September 3, 2025.