NWE Adds $150M Unsecured Term Loan; Mizuho Joins Lenders

Rhea-AI Filing Summary

NorthWestern Energy Group, Inc. entered into Amendment No. 3 to its Term Loan Credit Agreement on September 29, 2025, increasing the total commitment under the Term Loan to $150 million and adding Mizuho Bank, Ltd. as a lender while appointing U.S. Bank as administrative agent. The company has borrowed the full $150 million. The Term Loan is unsecured, bears a variable interest rate based on SOFR plus an applicable margin, and is due on April 10, 2026. Proceeds will be used for general corporate purposes and advances are subject to customary conditions precedent. The loan includes a financial covenant requiring consolidated debt to total capitalization be ≤ 65% and contains customary restrictions on mergers, asset sales, liens, and related-party transactions. The facility may be accelerated on certain events of default, including cross-defaults for indebtedness over $50 million, change of control, and large judgments.

Positive

• $150 million committed term loan increases near-term liquidity
• Loan is unsecured, avoiding immediate pledging of assets
• Addition of Mizuho Bank and appointment of U.S. Bank diversify lender base

Negative

• Term loan matures on April 10, 2026, creating near-term refinancing risk
• Financial covenant caps consolidated debt to capitalization at 65%
• Acceleration triggers include cross-defaults for indebtedness over $50 million and judgments ≥ $50 million

Insights

Corporate Finance Counsel

Loan expands liquidity to $150M but has a near-term maturity and leverage covenant.

The amendment increases available term loan capacity to $150 million and the company has drawn the full amount, providing immediate liquidity for general corporate purposes.

The loan is unsecured and carries a variable rate tied to SOFR, which transfers interest-rate variability to the borrower. The ≤65% consolidated debt to capitalization covenant imposes a measurable leverage constraint on the company.

The maturity of April 10, 2026 and cross-default triggers for indebtedness over $50 million represent refinancing and default risks that are material and time-bound.

Banking / Credit Analyst

New lenders joined and administrative agent changed; standard commercial protections apply.

The amendment adds Mizuho Bank, Ltd. as a lender and appoints U.S. Bank as administrative agent, indicating multiple-bank participation in the facility.

The agreement contains customary covenants restricting mergers, asset sales, liens, and affiliate transactions, and acceleration on defined defaults including change of control and judgments ≥ $50 million.

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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 29, 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 1.01.    Entry Into a Material Definitive Agreement.

Item 2.03.    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously disclosed, on April 12, 2024, NorthWestern Energy Group, Inc. d/b/a NorthWestern Energy (Nasdaq: NWE) (the “Company”) entered into a $100 million Term Loan Credit Agreement (as subsequently amended, the “Term Loan”) with U.S. Bank National Association ("U.S. Bank"), as lender.

On September 29, 2025, the Company entered into Amendment No. 3 to Term Loan Credit Agreement and Lender Joinder Agreement, pursuant to which the total commitment under the Term Loan increased to $150 million, Mizuho Bank, Ltd. was added as a lender, and U.S. Bank was appointed the administrative agent (in addition to its lender role). The Company has borrowed $150 million under the Term Loan

The Term Loan is unsecured and has a variable annual interest rate determined by the Secured Overnight Financing Rate (SOFR) plus an applicable margin as provided in the Term Loan. The Term Loan is due on April 10, 2026, and may be repaid at any time; however, amounts repaid may not be reborrowed. Proceeds from the Term Loan will be used for general corporate purposes of the Company and its subsidiaries.

Advances under the Term Loan are subject to certain conditions precedent, including the accuracy of certain representations and warranties and the absence of any default or event of default.

The Term Loan has one financial covenant, requiring that consolidated debt to total capitalization ratio be less than or equal to 65 percent. The Term Loan also contains covenants that restrict the Company in respect of, among other things, mergers and consolidations, sales of all or substantially all assets, incurrence of liens and transactions with affiliates. The Term Loan is subject to acceleration upon the occurrence of an event of default, including cross-default to indebtedness in excess of $50 million in the aggregate, change of control (as defined in the Term Loan), entry of judgments of $50 million or more (to the extent not covered by insurance), and the occurrence of certain Employee Retirement Income Security Act of 1974 and bankruptcy events.

The descriptions of the provisions of the Term Loan are summary in nature and are qualified in their entirety by reference to the full and complete terms of the Term Loan.

The lender under the Term Loan and certain of its affiliates have engaged, and in the future may engage, in investment banking transactions, including securities offerings, and in general financing and commercial banking transactions with, and the provision of services to, us and our affiliates in the ordinary course of business and otherwise for which it has received, and will in the future receive, customary fees.

Item 9.01    Financial Statements and Exhibits.

Exhibit No.						Description of Document
10.1*						Amendment No. 3 to Term Loan Credit Agreement and Lender Joinder Agreement**
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: October 3, 2025

FAQ

What did NorthWestern Energy (NWE) announce in this 8-K?

The company entered into Amendment No. 3 increasing its Term Loan commitment to $150 million, added Mizuho Bank as a lender, and appointed U.S. Bank as administrative agent.

How much has NWE borrowed under the Term Loan?

The company has borrowed the full $150 million under the Term Loan.

When is the Term Loan due for NorthWestern Energy?

The Term Loan matures on April 10, 2026.

What interest rate applies to the Term Loan?

The loan carries a variable rate determined by SOFR plus an applicable margin as provided in the Term Loan.

Are there any financial covenants in the Term Loan for NWE?

Yes, the Term Loan requires consolidated debt to total capitalization to be ≤ 65%.

What events can trigger acceleration of the Term Loan?

Acceleration may occur on events of default including cross-default to indebtedness over $50 million, change of control, and judgments of $50 million or more (if not covered by insurance).