NorthWestern Energy (NWE) EPS drops but raises 2026 guidance
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
NorthWestern Energy Group reported mixed 2025 results, with diluted GAAP EPS falling to $2.94 from $3.65 as net income declined to $181.1 million from $224.1 million, mainly from higher expenses, including a $30.9 million non-cash regulatory disallowance and merger-related costs.
On an adjusted basis, diluted non-GAAP EPS rose to $3.58 from $3.40, helped by higher base rates, electric transmission revenue, and natural gas transportation and retail volumes, as total revenues increased to $1,610.6 million from $1,513.9 million. Consolidated operating income edged up to $325.8 million from $323.3 million.
The company initiated 2026 non-GAAP EPS guidance of $3.68–$3.83 per diluted share, affirmed a long-term 4%–6% EPS growth target, approved a 1.5% dividend increase to $0.67 per quarter, and outlined a $3.2 billion 2026–2030 capital plan. It also advanced its all-stock merger of equals with Black Hills Corporation and completed acquisitions of additional Colstrip generation interests to support resource adequacy and future large-load and data center growth.
Positive
- None.
Negative
- None.
Insights
NorthWestern posts lower GAAP EPS but higher adjusted earnings, raises 2026 guidance, and leans into capex and merger-driven growth.
NorthWestern Energy showed a notable divergence between reported and adjusted performance. Diluted GAAP EPS dropped to
Underneath that, core operations strengthened: utility margin rose
Management is signaling confidence with 2026 non-GAAP EPS guidance of
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): February 11, 2026
 | ||
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (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):
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. | |||||||||||
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 2.02 Results of Operations and Financial Condition
On February 11, 2026, NorthWestern Energy Group, Inc. d/b/a NorthWestern Energy (Nasdaq: NWE) (the “Company”), issued a press release (the “Press Release”) discussing financial results for the year ended December 31, 2025, and announcing earnings guidance for 2026 in the range of $3.68 to $3.83 per diluted share. The Press Release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Current Report on Form 8-K provided under Item 2.02 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information provided under Item 2.02 in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure.
As previously announced and as stated in the Press Release, the Company will host an investor conference call and webcast on Thursday, February 12, 2026, at 3:30 p.m. Eastern time to review its financial results for the year ending December 31, 2025. During the conference call, Brian Bird, president and chief executive officer, and Crystal Lail, vice president and chief financial officer of the Company, will make a slide presentation (the "Investor Call Presentation") concerning the Company's financial results.
The conference call will be webcast live on the Internet at www.northwesternenergy.com/earnings-registration. To participate, please go to the site at least 15 minutes in advance of the webcast to register. An archived webcast will be available shortly after the call and remain active for one year.
A copy of the Investor Call Presentation is being furnished pursuant to Regulation FD as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. The information in the presentation shall 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 presentation shall 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 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description of Document | |||||||
99.1* | Press Release, dated February 11, 2026 | |||||||
99.2* | Investor Call Presentation, dated February 12, 2026 | |||||||
| 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: February 12, 2026
 | NorthWestern Energy Group, Inc. d/b/a NorthWestern Energy 3010 W. 69th Street Sioux Falls, SD 57108 www.northwesternenergy.com | ||||
NorthWestern Energy Reports 2025 Financial Results
•2025 Diluted GAAP EPS of $2.94, compared to $3.65 in 2024.
•2025 Adjusted Diluted Non-GAAP EPS of $3.58, compared to $3.40 in 2024.
•Affirms 4% to 6% long-term EPS growth rate.
•Announces 2026 earnings guidance range of $3.68 to $3.83 per diluted share.
•Increases quarterly dividend by 1.5% - to $0.67 per share - payable March 31, 2026.
•Announces $3.2 billion 5-year capital plan, a 17% increase over prior plan.
BUTTE, MT / SIOUX FALLS, SD - February 11, 2026 - NorthWestern Energy Group, Inc. d/b/a NorthWestern Energy (Nasdaq: NWE) reported financial results for the year ended December 31, 2025. Net income for the period was $181.1 million, or $2.94 per diluted share, as compared with net income of $224.1 million, or $3.65 per diluted share, for the same period in 2024. This decrease was primarily due to higher operating expenses, including a non-cash charge for the regulatory disallowance of certain Yellowstone County Generating Station (YCGS) capital costs, merger-related costs, and depreciation, interest expense, Montana property tax tracker collections, non-recoverable Montana electric supply costs, and higher income tax expense. These were partly offset by higher rates, electric transmission revenue, natural gas transportation revenues, and retail volumes.
NorthWestern's 2025 non-GAAP net income and earnings per share were $220.1 million and $3.58, respectively, compared to $208.9 million and $3.40 in 2024. See “Adjusted Non-GAAP Earnings” and “Non-GAAP Financial Measures” sections below for more information on these measures.
“We are pleased to report on what has been an exceptionally busy and transformational year for NorthWestern” said Brian Bird, President and Chief Executive Officer. "Throughout 2025, we advanced several major initiatives to support safe, reliable, and affordable service for our customers across Montana, South Dakota, and Nebraska. In Montana, the passage of House Bill 490 was a critical achievement, providing clarity and limits around wildfire‑related risks and offering greater certainty for our customers, communities, and investors. We also completed the Energy West acquisition, welcoming roughly 33,000 new natural gas customers to our system. In addition, we completed our Montana electric and natural gas rate review in December, receiving recovery of the significant investments we made to reliably serve our customers and incorporating the Yellowstone County Generating Station into rates — an asset that had already been delivering value to customers since the start of 2025.”
“The year also marked important steps forward in our long‑term strategic vision. We announced our merger agreement with Black Hills Corporation in August, a combination that will create a stronger, more resilient utility better positioned for the future. Together, we have filed applications with regulators in Montana, South Dakota, Nebraska, and FERC, targeting a close in the back half of 2026. We also completed the acquisition of the Avista and Puget Colstrip interests on January 1, 2026—a timely and strategic transaction that advances resource adequacy, protects our ability to serve our Montana customers reliably and affordably, and supports the potential integration of large‑load customers, delivering long‑term benefits for our customers, communities, and investors. Our progress this year reflects the dedication of our exceptional employees and the trust of the customers and communities we proudly serve, and as we move into another year of strong execution, we remain committed to providing safe, reliable, and affordable energy while advancing long‑term value for our shareholders,” said Bird.
NorthWestern Energy Reports 2025 Financial Results
February 11, 2026
Page 2
FOURTH QUARTER FINANCIAL RESULTS
Net income for the three months ending December 31, 2025 was $44.7 million, or $0.72 per diluted share, as compared with net income of $80.6 million, or $1.31 per diluted share, for the same period in 2024. This decrease was primarily due to higher operating expenses, including a non-cash charge for the regulatory disallowance of certain YCGS capital costs, and depreciation, interest expense, Montana property tax tracker collections, and merger-related costs. These were partly offset by higher rates and electric transmission revenue.
Adjusted diluted non-GAAP earnings per share for the quarter was $1.17 as compared to $1.13 for the same period in 2024. See “Adjusted Non-GAAP Earnings” and “Non-GAAP Financial Measures” sections below for more information on these measures.
TRANSACTION UPDATE
On August 18, 2025, we entered into a Merger Agreement with Black Hills Corporation and a wholly owned subsidiary of Black Hills. The Merger Agreement provides for an all-stock merger of equals between NorthWestern and Black Hills upon the terms and subject to the conditions set forth therein.
We have filed applications with the Montana Public Service Commission (MPSC), Nebraska Public Service Commission (NPSC), South Dakota Public Utilities Commission (SDPUC), and Federal Energy Regulatory Commission (FERC) for approval of the Merger. Hearings with the MPSC, NPSC, and SDPUC are scheduled in the second quarter of 2026.
In February 2026, the Form S-4, which contains joint proxy statement/prospectus for NorthWestern and Black Hills, was declared effective by the SEC. Meetings for NorthWestern and Black Hills shareholders to vote on the acquisition are scheduled for April 2, 2026. The new corporate name selected for the resulting parent company of the combined corporate group is Bright Horizon Energy.
We expect to file an application for clearance under the Hart-Scott-Rodino Antitrust Improvements Act in the first quarter of 2026. We anticipate the transaction closing in the second half of 2026, subject to the satisfaction or waiver of certain closing conditions.
During the twelve months ended December 31, 2025, we have incurred $9.3 million of merger-related costs, which are included in our Administrative and general expenses.
FINANCIAL OUTLOOK
Initiating 2026 Guidance, Affirming Long-Term Growth Rates, and Announcing Capital Plan
We are initiating 2026 non-GAAP earnings guidance of $3.68 to $3.83 per diluted share. This guidance is based upon, but not limited to, the following major assumptions:
•Normal weather in our service territories;
•Excludes costs related to the pending merger with Black Hills Corp.;
•Approval of the Power Cost and Credit Adjustment Mechanism (PCCAM) waiver and power prices sufficient to recover operating expense from incremental Avista and Puget Colstrip interests;
•An effective income tax rate of approximately 14 percent to 18 percent; and
•Diluted average shares outstanding of approximately 61.7 million.
We are affirming our long-term diluted earnings per share growth guidance of 4% to 6%, based on our 2024 adjusted diluted non-GAAP EPS baseline of $3.40.
Additionally, we are announcing our $3.2 billion capital investment plan for 2026-2030, which is expected to support rate base growth of 4% to 6% from our 2024 base year of approximately $5.4 billion. We anticipate funding capital expenditures through cash flows from operations, available credit sources, debt issuances, and future rate increases. In order to fund South Dakota generation investment, equity issuances are expected beginning in 2027.
NorthWestern Energy Reports 2025 Financial Results
February 11, 2026
Page 3
Dividend Declared
NorthWestern Energy Group’s Board of Directors has declared a quarterly common stock dividend of $0.67 per share, representing a 1.5% increase over the previous quarter’s dividend. The dividend is payable on March 31, 2026, to shareholders of record as of March 13, 2026.
Looking ahead, we remain committed to maintaining a dividend payout ratio within our targeted range of 60-70% over the long term.
Additional information regarding this release can be found in the earnings presentation at
https://www.northwesternenergy.com/investors/earnings.
https://www.northwesternenergy.com/investors/earnings.
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NorthWestern Energy Reports 2025 Financial Results
February 11, 2026
Page 4
COMPANY UPDATES
Montana Rate Review
In July 2024, we filed a Montana electric and natural gas rate review with the MPSC requesting an annual increase to electric and natural gas utility rates. In December 2025, the MPSC issued a final order approving the natural gas settlement agreement and partial electric settlement agreement. Among other things, the approved partial electric settlement agreement provides for the deferral and annual recovery of incremental operating costs related to wildfire mitigation and insurance expenses through the Wildfire Mitigation Balancing Account.
The details of this final order are set forth below:
| Returns, Capital Structure, & Revenue Increase Resulting From Final Order ($ in millions) | |||||||||||
| Electric | Natural Gas | ||||||||||
| Return on Equity (ROE) | 9.65 | % | 9.60 | % | |||||||
| Equity Capital Structure | 47.84 | % | 47.84 | % | |||||||
| Base Rates | $ | 105.5 | $ | 18.0 | |||||||
PCCAM(1)(2) | (94.5) | n/a | |||||||||
Property Tax (tracker base adjustment)(1) | (1.8) | 0.1 | |||||||||
| Total Revenue Increase Through Final Order | $ | 9.2 | $ | 18.1 | |||||||
(1) These items are flow-through costs. PCCAM reflects our fuel and purchased power costs.
(2) This PCCAM reduction of $94.5 million represents the reduction in revenue at the previously approved 2021 PCCAM base of $208.3 million using the 2023 Montana rate review test period loads.
The final order provides for an update to the PCCAM by adjusting the base costs from $208.3 million to $119.0 million. It also suspended the 90/10 cost sharing mechanism of the PCCAM on a temporary basis pending further review by the MPSC. Within this final order, the MPSC disallowed a portion of the capital costs related to the construction of YCGS. As a result, in the fourth quarter of 2025 we recorded a $30.9 million non-cash charge for the regulatory disallowance within Operating and maintenance on the Consolidated Statements of Income and a corresponding reduction to Property, plant, and equipment, net on the Consolidated Balance Sheets. As of December 31, 2025, we have deferred $7.7 million of base rate revenues collected that will be refunded to customers.
In January 2026, we filed a Motion for Reconsideration (Motion) as it relates to this final order. Among other things, our Motion requests that the MPSC reconsider their prudence conclusions regarding the capital costs associated with the construction of YCGS and clarification as to the effective date of the PCCAM sharing mechanism suspension, of which we have requested an effective date of July 1, 2025, to align with the PCCAM tracker year.
Montana Large-Load Tariff
The MPSC requested information on our plan to serve potential large-load customers and related resource adequacy issues. We responded in March 2025, outlining our policy and legal positions, emphasizing the importance of economic development for Montana and our commitment to serving our existing customers. We expect to submit a filing with the MPSC during the first half of 2026 to address data center development discussed below, incorporating rate design that prevents cost shifting of infrastructure upgrades needed to serve large-load customers to other retail customers.
NorthWestern Energy Reports 2025 Financial Results
February 11, 2026
Page 5
Data Center Development
In July 2025, we entered into a nonbinding letter of intent with Quantica Infrastructure to evaluate the transmission infrastructure and generation resources needed to support their proposed need. We had previously disclosed, in December 2024, two separate nonbinding letters of intent with Sabey Data Centers (Sabey) and Atlas Power Holdings LLC (Atlas) to provide electric supply services for data centers being developed in Montana. The combined energy service requirement associated with these letters of intent is currently expected to be 175 megawatts beginning in late 2027, or earlier, with growth of up to 1,100 megawatts or more by 2030. We have signed development agreements with both Sabey and Atlas and are working with each of these parties to execute electric service agreements.
Resources and regulatory mechanisms to be utilized for serving these requests are pending further evaluation and regulatory considerations.
Colstrip Acquisitions and Requests for Cost Recovery
As previously disclosed, we entered into definitive agreements with Avista and Puget to acquire their respective interests in Colstrip Units 3 and 4 for $0 and completed these acquisitions on January 1, 2026. Accordingly, we are responsible for the associated operating costs beginning on January 1, 2026, which we will not collect through utility base rates until requested in a future Montana rate review. Puget and Avista will remain responsible for their respective pre-closing share of environmental and pension liabilities attributed to events or conditions existing prior to the closing of the transaction and for any future decommissioning and demolition costs associated with the existing facilities that comprise their interests.
Avista Interests - The 222 megawatts of generation capacity from Colstrip Units 3 and 4 acquired from Avista (Avista Interests) on January 1, 2026, was identified as a key element in our strategy to achieve resource adequacy for customers, as outlined in our 2023 Montana Integrated Resource Plan. Noting the costs associated with operating this resource are not currently reflected in utility customer rates, in August 2025, we filed a temporary PCCAM tariff waiver request with the MPSC that would provide a near-term cost-recovery mechanism expected to largely offset approximately $18.0 million in annual incremental operating and maintenance costs associated with the Avista Interests. This waiver requested that the MPSC allow us to keep 100 percent of the net revenue associated with certain designated power sales contracts up to the amount of the operating and maintenance expenses we incur associated with our Avista Interests. Furthermore, the waiver request indicated that any net revenues from the designated contracts exceeding the operating and maintenance expenses associated with our Avista Interests would continue to flow back to retail customers. In January 2026, the MPSC approved our PCCAM tariff waiver request on an interim basis with final approval or denial subject to the ongoing PCCAM docket process.
Puget Interests - The 370 megawatts of generation capacity from Colstrip Units 3 and 4 acquired from Puget (Puget Interests) on January 1, 2026, increases our ownership share of the facility to 55 percent and provides an increase in voting share in determining strategic direction and investment decisions at the facility. While we expect our future opportunity to serve growing customer demand, including large-load customers, may be supported by this resource, in October 2025, we signed a contract to sell the dispatchable capacity and associated energy from the Puget Interests beginning January 1, 2026, through late 2027. Revenues from this agreement are expected to largely offset the estimated $30.0 million of annual incremental operating and maintenance costs associated with the Puget Interests. In addition, in October 2025, we submitted a request to the FERC for approval of cost-based rates for our subsidiary that will own the Puget Interests. We expect this rate approval to be effective in the first quarter of 2026. If our request for rates effective January 1, 2026 is not approved, we could incur refund liability for contract revenues received during the unauthorized period.
NorthWestern Energy Reports 2025 Financial Results
February 11, 2026
Page 6
Generation Capacity in South Dakota
The Southwest Power Pool (SPP) has recently updated its resource accreditation and Planning Reserve Margin (PRM) requirements in response to growing reliability concerns. As a result, SPP is requiring additional accredited capacity by 2030 to meet the updated PRM targets. In October 2025, we submitted a project with the SPP under their Expedited Resource Adequacy Study program for the construction of a 131 MW natural gas generating facility located in Aberdeen, South Dakota, to meet regional capacity needs by 2030. Anticipated costs for this project are approximately $300 million.
Regional Transmission Development Activities
In December 2024, we signed a nonbinding memorandum of understanding (MOU) with North Plains Connector LLC, a wholly owned subsidiary of Grid United, to own 10 percent (300 megawatts) of the North Plains Connector (NPC) Consortium project. The project is entering the permitting phase. Currently, construction is planned to commence in 2028, subject to receipt of regulatory approvals, with the project expected to be operational by 2032. Under the terms of the MOU, Grid United will continue to fund the development of the NPC and we will make our investment decision when the regulatory approvals and permits are in place. The project is a critical infrastructure investment that aligns with our commitment to providing reliable and affordable energy to our customers while also supporting broader grid resilience efforts in the region.
We have also entered into a nonbinding letter of intent with Grid United to continue transmission development to further enhance the grid through the southwest corridor of Montana. Development to expand the southwest corridor of Montana through grid build out would represent a significant step in enhancing connectivity between Montana and the broader Western energy market - bolstering grid reliability, allowing for critical import capability, and enabling customers to access and benefit from emerging energy markets in the West.
Montana Wildfire Risk Mitigation
The Montana Legislature approved House Bill 490 in April 2025. It precludes common law strict liability claims for damages related to wildfire and electric activities or wildfire mitigation activities; establishes a statutory standard of care, supplanting common law causes of action and other theories of recovery; and creates a rebuttable presumption that an electric facilities provider acted reasonably if it substantially followed an approved wildfire mitigation plan. The legislation also defines the availability of damages by allowing noneconomic personal injury damages only when there is bodily injury and punitive damages only when an injured party proves by clear and convincing evidence that an electric facilities provider's actions were grossly negligent or intentional. The MPSC approved our wildfire mitigation plan in November 2025. The wildfire mitigation plan for the Colstrip transmission system was submitted to the MPSC on November 7, 2025, and we anticipate a decision in the first quarter of 2026.
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NorthWestern Energy Reports 2025 Financial Results
February 11, 2026
Page 7
CONSOLIDATED STATEMENT OF INCOME
| Year Ended December 31, | |||||||||||
| ($ in millions, except per share amounts) | 2025 | 2024 | |||||||||
| Revenues | |||||||||||
| Electric | $ | 1,270.0 | $ | 1,200.7 | |||||||
| Gas | 340.6 | 313.2 | |||||||||
| Total Revenues | 1,610.6 | 1,513.9 | |||||||||
| Operating Expenses | |||||||||||
| Fuel, purchased supply and direct transmission expense (exclusive of depreciation and depletion shown separately below) | 409.8 | 433.8 | |||||||||
| Operating and maintenance | 284.9 | 227.8 | |||||||||
| Administrative and general | 158.2 | 137.4 | |||||||||
| Property and other taxes | 182.3 | 163.9 | |||||||||
| Depreciation and depletion | 249.5 | 227.6 | |||||||||
| Total Operating Expenses | 1,284.7 | 1,190.6 | |||||||||
| Operating Income | 325.8 | 323.3 | |||||||||
| Interest Expense, net | (150.4) | (131.7) | |||||||||
| Other Income, net | 12.1 | 23.0 | |||||||||
| Income Before Income Taxes | 187.6 | 214.7 | |||||||||
| Income Tax (Expense) Benefit | (6.5) | 9.4 | |||||||||
| Net Income | $ | 181.1 | $ | 224.1 | |||||||
| Basic Shares Outstanding | 61.4 | 61.3 | |||||||||
| Earnings per Share - Basic | $ | 2.95 | $ | 3.66 | |||||||
| Diluted Shares Outstanding | 61.5 | 61.4 | |||||||||
| Earnings per Share - Diluted | $ | 2.94 | $ | 3.65 | |||||||
| Dividends Declared per Common Share | $ | 2.64 | $ | 2.60 | |||||||
Note: Subtotal variances may exist due to rounding. | |||||||||||
NorthWestern Energy Reports 2025 Financial Results
February 11, 2026
Page 8
RECONCILIATION OF PRIMARY CHANGES
Year Ended December 31, 2025 vs. 2024 | |||||||||||||||||||||||
| ($ in millions, except per share amounts) | Pre-tax Income | Inc. Tax Benefit (Expense)(3) | Net Income | Diluted Earnings Per Share | |||||||||||||||||||
| December 31, 2024 | $ | 214.7 | $ | 9.4 | $ | 224.1 | $ | 3.65 | |||||||||||||||
Variance in revenue and fuel, purchased supply, and direct transmission expense(1) items impacting net income: | |||||||||||||||||||||||
| Base Rates | 93.3 | (23.6) | 69.7 | 1.13 | |||||||||||||||||||
Electric transmission revenue | 14.0 | (3.5) | 10.5 | 0.17 | |||||||||||||||||||
Production tax credits, offset within income tax benefit (expense) | 6.6 | (6.6) | — | — | |||||||||||||||||||
| Montana natural gas transportation | 4.8 | (1.2) | 3.6 | 0.06 | |||||||||||||||||||
Electric retail volumes | 4.3 | (1.1) | 3.2 | 0.05 | |||||||||||||||||||
Natural gas retail volumes | 2.0 | (0.5) | 1.5 | 0.02 | |||||||||||||||||||
| Montana property tax tracker collections | (14.2) | 3.6 | (10.6) | (0.17) | |||||||||||||||||||
Non-recoverable Montana electric supply costs | (7.3) | 1.8 | (5.5) | (0.09) | |||||||||||||||||||
| Other | 0.1 | 0.0 | 0.1 | 0.00 | |||||||||||||||||||
Variance in expense items(2) impacting net income: | |||||||||||||||||||||||
Operating, maintenance, and administrative | (37.7) | 9.5 | (28.2) | (0.45) | |||||||||||||||||||
Non-cash regulatory disallowance of certain YCGS capital costs | (30.9) | 7.8 | (23.1) | (0.38) | |||||||||||||||||||
Depreciation | (21.9) | 5.5 | (16.4) | (0.27) | |||||||||||||||||||
Interest expense | (18.7) | 4.7 | (14.0) | (0.23) | |||||||||||||||||||
Merger-related costs | (9.3) | — | (9.3) | (0.15) | |||||||||||||||||||
Property and other taxes not recoverable within trackers | (2.1) | 0.5 | (1.6) | (0.03) | |||||||||||||||||||
Release of unrecognized tax benefits - current year | — | 7.4 | 7.4 | 0.12 | |||||||||||||||||||
Release of unrecognized tax benefits - prior year | — | (16.9) | (16.9) | (0.27) | |||||||||||||||||||
Prior year Gas repairs safe harbor method change | — | (7.0) | (7.0) | (0.11) | |||||||||||||||||||
| Other | (10.1) | 3.7 | (6.4) | (0.10) | |||||||||||||||||||
| Dilution from higher share count | (0.01) | ||||||||||||||||||||||
| December 31, 2025 | $ | 187.6 | $ | (6.5) | $ | 181.1 | $ | 2.94 | |||||||||||||||
| Change in Net Income | $ | (43.0) | $ | (0.71) | |||||||||||||||||||
(1) Exclusive of depreciation and depletion shown separately below. (2) Excluding fuel, purchased supply, and direct transmission expense. (3) Income Tax Benefit (Expense) calculation on reconciling items assumes blended federal plus state effective tax rate of 25.3%. Note: Subtotal variances may exist due to rounding. | |||||||||||||||||||||||
NorthWestern Energy Reports 2025 Financial Results
February 11, 2026
Page 9
EXPLANATION OF CONSOLIDATED RESULTS
Year Ended December 31, 2025 Compared with Year Ended December 31, 2024
Consolidated gross margin in 2025 was $484.3 million as compared with $460.8 million in 2024, an increase of $23.5 million or 5.1 percent. This increase was primarily due to higher rates, electric transmission revenue, natural gas transportation revenues, and retail volumes. These were partly offset by higher operating expenses, including a non-cash charge for the regulatory disallowance of certain YCGS capital costs resulting from the MPSC's final order on our rate review and depreciation, Montana property tax tracker collections, and non-recoverable Montana electric supply costs.
| Year Ended December 31, | |||||||||||
| ($ in millions) | 2025 | 2024 | |||||||||
| Reconciliation of gross margin to utility margin: | |||||||||||
| Operating Revenues | $ | 1,610.6 | $ | 1,513.9 | |||||||
| Less: Fuel, purchased supply and direct transmission expense (exclusive of depreciation and depletion shown separately below) | 409.8 | 433.8 | |||||||||
| Less: Operating and maintenance | 284.9 | 227.8 | |||||||||
| Less: Property and other taxes | 182.1 | 163.9 | |||||||||
| Less: Depreciation and depletion | 249.5 | 227.6 | |||||||||
| Gross Margin | 484.3 | 460.8 | |||||||||
| Operating and maintenance | 284.9 | 227.8 | |||||||||
| Property and other taxes | 182.1 | 163.9 | |||||||||
| Depreciation and depletion | 249.5 | 227.6 | |||||||||
Utility Margin(1) | $ | 1,200.8 | $ | 1,080.1 | |||||||
(1) Non-GAAP financial measure. See “Non-GAAP Financial Measures” below. | |||||||||||
| Year Ended December 31, | |||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | Change | % Change | |||||||||||||||||||
| Utility Margin | |||||||||||||||||||||||
| Electric | $ | 963.4 | $ | 871.1 | $ | 92.3 | 10.6 | % | |||||||||||||||
| Natural Gas | 237.4 | 209.0 | 28.4 | 13.6 | |||||||||||||||||||
Total Utility Margin(1) | $ | 1,200.8 | $ | 1,080.1 | $ | 120.7 | 11.2 | % | |||||||||||||||
(1) Non-GAAP financial measure. See “Non-GAAP Financial Measures” below. | |||||||||||||||||||||||
Consolidated utility margin in 2025 was $1,200.8 million as compared with $1,080.1 million in 2024, an increase of $120.7 million, or 11.2 percent.
NorthWestern Energy Reports 2025 Financial Results
February 11, 2026
Page 10
Primary components of the change in utility margin include the following:
| ($ in millions) | Utility Margin 2025 vs. 2024 | ||||
| Utility Margin Items Impacting Net Income | |||||
| Base Rates | $ | 93.3 | |||
| Electric transmission revenue due to market conditions and rates | 14.0 | ||||
| Montana natural gas transportation | 4.8 | ||||
| Electric retail volumes | 4.3 | ||||
| Natural gas retail volumes ($4.2 million due to acquisition of Energy West Operations) | 2.0 | ||||
| Montana property tax tracker collections | (14.2) | ||||
Non-recoverable Montana electric supply costs | (7.3) | ||||
| Other | 0.1 | ||||
| Change in Utility Margin Impacting Net Income | 97.0 | ||||
| Utility Margin Items Offset Within Net Income | |||||
| Property and other taxes recovered in revenue, offset in property and other taxes | 16.3 | ||||
| Production tax credits, offset in income tax expense | 6.6 | ||||
| Operating expenses recovered in revenue, offset in operating and maintenance expense | 0.8 | ||||
| Change in Items Offset Within Net Income | 23.7 | ||||
Increase in Consolidated Utility Margin(1) | $ | 120.7 | |||
| (1) Non-GAAP financial measure. See “Non-GAAP Financial Measures” below. | |||||
Electric retail volumes were driven by favorable weather in South Dakota impacting residential demand, higher Montana commercial demand, and customer growth in all jurisdictions, partly offset by unfavorable weather in Montana, lower commercial demand in South Dakota, and lower industrial demand. Natural gas retail volumes were driven by the acquisition of Energy West, favorable weather in South Dakota and Nebraska, higher commercial demand, and customer growth in all jurisdictions, partly offset by unfavorable weather in Montana.
Under the PCCAM, net supply costs higher or lower than the PCCAM base rate (PCCAM Base) (excluding qualifying facility costs) were allocated 90 percent to Montana customers and 10 percent to shareholders. For the twelve months ended December 31, 2025, we under-collected supply costs of $73.9 million resulting in an increase to our under collection of costs, and recorded a decrease in pre-tax earnings of $8.2 million (10 percent of the PCCAM Base cost variance). For the twelve months ended December 31, 2024, we under-collected supply costs of $8.0 million resulting in an increase to our under collection of costs, and recorded a decrease in pre-tax earnings of $0.9 million (10 percent of the PCCAM Base cost variance). As part of the MPSC's final order on our Montana electric rate review they suspended the 90/10 cost sharing mechanism of the PCCAM on a temporary basis pending further review by the MPSC.
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NorthWestern Energy Reports 2025 Financial Results
February 11, 2026
Page 11
| ($ in millions) | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Operating Expenses (excluding fuel, purchased supply and direct transmission expense) | |||||||||||||||||||||||
| Operating and maintenance | $ | 284.9 | $ | 227.8 | $ | 57.1 | 25.1 | % | |||||||||||||||
| Administrative and general | 158.2 | 137.4 | 20.8 | 15.1 | |||||||||||||||||||
| Property and other taxes | 182.3 | 163.9 | 18.4 | 11.2 | |||||||||||||||||||
| Depreciation and depletion | 249.5 | 227.6 | 21.9 | 9.6 | |||||||||||||||||||
| Total Operating Expenses (excluding fuel, purchased supply and direct transmission expense) | $ | 874.9 | $ | 756.7 | $ | 118.2 | 15.6 | % | |||||||||||||||
Consolidated operating expenses, excluding fuel, purchased supply and direct transmission expense, were $874.9 million in 2025, as compared with $756.7 million in 2024. Primary components of the change include the following:
| ($ in millions) | Operating Expenses | ||||
| 2025 vs. 2024 | |||||
| Operating Expenses (excluding fuel, purchased supply and direct transmission expense) Impacting Net Income | |||||
Non-cash regulatory disallowance of certain YCGS capital costs | $ | 30.9 | |||
| Depreciation expense due to plant additions and higher depreciation rates | 21.9 | ||||
| Electric generation maintenance | 9.9 | ||||
| Merger-related costs, primarily including consulting and legal fees | 9.3 | ||||
| Wildfire mitigation expense, partly offset by higher base revenues | 8.9 | ||||
| Insurance expense, primarily due to increased wildfire risk premiums | 7.8 | ||||
Labor and benefits(1) | 7.6 | ||||
| Technology implementation and maintenance | 3.5 | ||||
| Property and other taxes not recoverable within trackers | 2.1 | ||||
| Uncollectible accounts | 1.1 | ||||
| Litigation outcome (Pacific Northwest Solar) | (2.4) | ||||
| Non-cash impairment of alternative energy storage investment | (1.7) | ||||
| Other | 3.0 | ||||
| Change in Items Impacting Net Income | 101.9 | ||||
| Operating Expenses Offset Within Net Income | |||||
| Property and other taxes recovered in trackers, offset in revenue | 16.3 | ||||
| Deferred compensation, offset in other income | 2.1 | ||||
| Operating and maintenance expenses recovered in trackers, offset in revenue | 0.8 | ||||
Pension and other postretirement benefits, offset in other income(1) | (2.9) | ||||
| Change in Items Offset Within Net Income | 16.3 | ||||
| Increase in Operating Expenses (excluding fuel, purchased supply and direct transmission expense) | $ | 118.2 | |||
| (1) In order to present the total change in labor and benefits, we have included the change in the non-service cost component of our pension and other postretirement benefits, which is recorded within other income on our Condensed Consolidated Statements of Income. This change is offset within this table as it does not affect our operating expenses. | |||||
NorthWestern Energy Reports 2025 Financial Results
February 11, 2026
Page 12
Consolidated operating income in 2025 was $325.8 million as compared with $323.3 million in 2024. This increase was primarily due to new rates, electric transmission revenue, natural gas transportation revenues, and retail volumes. These were partly offset by higher operating, administrative, and general costs, including a non-cash charge for the regulatory disallowance of certain YCGS capital costs resulting from the MPSC's final order on our rate review and merger-related costs, depreciation, Montana property tax tracker collections, and non-recoverable Montana electric supply costs.
Consolidated interest expense in 2025 was $150.4 million, as compared with $131.7 million in 2024. This increase was due to higher borrowings and interest rates, partly offset by lower capitalization of Allowance for Funds Used During Construction (AFUDC).
Consolidated other income in 2025 was $12.1 million, as compared with $23.0 million in 2024. This decrease was primarily due to lower capitalization of AFUDC, a prior year reversal of $2.3 million from a previously disclosed Community Renewable Energy Project (CREP) penalty due to a favorable legal ruling, and a $1.3 million current year expense accrual related to an estimated penalty for the CREP informed by a recent MPSC ruling, partly offset by an increase of $2.5 million driven by a prior year non-cash impairment of an alternative energy storage equity investment.
Consolidated income tax expense in 2025 was $6.5 million, as compared to an income tax benefit of $9.4 million in 2024. Our effective tax rate for the twelve months ended December 31, 2025 was 3.5 percent as compared with (4.4) percent for the same period of 2024. Income tax expense for the twelve months ended December 31, 2025, includes a $10.4 million benefit related to a reduction in our unrecognized tax benefits, inclusive of $3.0 million of previously accrued interest ($7.4 million net of interest). Income tax benefit for the twelve months ended December 31, 2024, includes a $21.0 million benefit related to a reduction in our unrecognized tax benefits, inclusive of $4.1 million of previously accrued interest ($16.9 million net of interest). Additionally, during the twelve months ended December 31, 2024, we filed a tax accounting method change with the IRS consistent with the guidance for natural gas transmission and distribution property. This resulted in an income tax benefit of $7.0 million during 2024, related to repair costs that were previously capitalized for tax purposes in the 2022 and prior tax years.
We currently estimate our effective tax rate will range between 14.0 percent to 18.0 percent in 2026. Based on the significant Net Operating Loss income tax position we have, we anticipate paying minimal cash for income taxes into 2029.
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NorthWestern Energy Reports 2025 Financial Results
February 11, 2026
Page 13
The following table summarizes the differences between our effective tax rate and the federal statutory rate:
| ($ in millions) | Year Ended December 31, | ||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Income before income taxes | $187.6 | $214.7 | |||||||||||||||
| Income tax calculated at federal statutory rate | 39.4 | 21.0 | % | 45.1 | 21.0 | % | |||||||||||
State income tax, net of federal provision | (1.5) | (0.8) | 0.4 | 0.2 | |||||||||||||
| Tax Credits | |||||||||||||||||
| Production tax credits | (5.9) | (3.2) | (11.1) | (5.2) | |||||||||||||
| Other | 0.7 | 0.4 | 0.7 | 0.3 | |||||||||||||
Impact of utility ratemaking on income taxes | |||||||||||||||||
| Flow-through repairs deductions | (31.0) | (16.5) | (23.1) | (10.8) | |||||||||||||
| Amortization of excess deferred income taxes | (3.2) | (1.7) | (2.9) | (1.4) | |||||||||||||
AFUDC, net | (1.3) | (0.7) | (2.6) | (1.2) | |||||||||||||
| Plant and depreciation of flow through items | 16.8 | 9.0 | 9.4 | 4.4 | |||||||||||||
| Gas repairs safe harbor method change | — | — | (7.0) | (3.3) | |||||||||||||
| Changes in Unrecognized Tax Benefits | |||||||||||||||||
| Release of unrecognized tax benefits | (7.4) | (4.0) | (16.9) | (7.9) | |||||||||||||
Interest and penalties | (3.0) | (1.6) | (1.5) | (0.7) | |||||||||||||
| Nontaxable and nondeductible items | 2.9 | 1.5 | 0.4 | 0.2 | |||||||||||||
| Other | 0.0 | 0.1 | (0.3) | 0.0 | |||||||||||||
| (32.9) | (17.5) | % | (54.5) | (25.4) | % | ||||||||||||
| Income Tax Expense (Benefit) and Effective Tax Rate | $ | 6.5 | 3.5 | % | $ | (9.4) | (4.4) | % | |||||||||
Our effective tax rate typically differs from the federal statutory tax rate primarily due to the regulatory impact of flowing through federal and state tax benefits of repairs deductions, state tax benefit of accelerated tax depreciation deductions (including bonus depreciation when applicable) and production tax credits.
LIQUIDITY AND OTHER CONSIDERATIONS
Liquidity and Capital Resources
As of December 31, 2025, our total consolidated net liquidity was approximately $229.8 million, including $8.8 million of cash and $221.0 million of revolving credit facility availability with no letters of credit outstanding. This compares to total net liquidity one year ago at December 31, 2024 of $191.3 million.
Earnings Per Share
Basic earnings per share are computed by dividing earnings applicable to common stock by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of common stock equivalent shares that could occur if unvested shares were to vest. Common stock equivalent shares are calculated using the treasury stock method, as applicable. The dilutive effect is computed by dividing earnings applicable to common stock by the weighted average number of common shares outstanding plus the effect of the outstanding unvested restricted stock and performance share awards. Average shares used in computing the basic and diluted earnings per share are as follows:
NorthWestern Energy Reports 2025 Financial Results
February 11, 2026
Page 14
| December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Basic computation | 61,381,328 | 61,293,052 | ||||||||||||
| Dilutive effect of | ||||||||||||||
Performance and restricted share awards(1) | 160,090 | 81,153 | ||||||||||||
| Diluted computation | 61,541,418 | 61,374,205 | ||||||||||||
| (1) Performance share awards are included in diluted weighted average number of shares outstanding based upon what would be issued if the end of the most recent reporting period was the end of the term of the award. | ||||||||||||||
As of December 31, 2025, there were no shares from performance and restricted share awards which were antidilutive and excluded from the earnings per share calculations.
Adjusted Non-GAAP Earnings
We reported GAAP earnings of $2.94 per diluted share for the year ended December 31, 2025 and $3.65 per diluted share for the same period in 2024. Adjusted Non-GAAP earnings per diluted share for the same periods are $3.58 and $3.40, respectively. A reconciliation of items factored into our Adjusted Non-GAAP diluted earnings are summarized below. The amount below represents a non-GAAP measure that may provide users of this data with additional meaningful information regarding the impact of certain items on our expected earnings. More information on this measure can be found in the "Non-GAAP Financial Measures" section below.
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NorthWestern Energy Reports 2025 Financial Results
February 11, 2026
Page 15
| ($ in millions, except EPS) | |||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | Q4 2025 | Full-Year 2025 | |||||||||||||||||||||||||||||||||
| Pre-tax Income | Net(1) Income | Diluted EPS | Pre-tax Income | Net(1) Income | Diluted EPS | Pre-tax Income | Net(1) Income | Diluted EPS(2) | |||||||||||||||||||||||||||
| 2025 Reported GAAP | $163.8 | $136.4 | $2.22 | $23.8 | $44.7 | $0.72 | $187.6 | $181.1 | $2.94 | ||||||||||||||||||||||||||
| Non-GAAP Adjustments: | |||||||||||||||||||||||||||||||||||
| Add Back Unfavorable Weather | 3.8 | 2.9 | 0.05 | 10.6 | 7.9 | 0.13 | 14.4 | 10.8 | 0.18 | ||||||||||||||||||||||||||
| Community Renewable Energy Project Penalty (not tax deductible) | 1.0 | 1.0 | 0.02 | 0.3 | 0.3 | — | 1.3 | 1.3 | 0.02 | ||||||||||||||||||||||||||
| Merger-Related Costs (not tax deductible) | 7.6 | 7.6 | 0.12 | 1.7 | 1.7 | 0.03 | 9.3 | 9.3 | 0.15 | ||||||||||||||||||||||||||
| Release of Unrecognized Tax Benefit | — | — | — | — | (7.4) | (0.12) | — | (7.4) | (0.12) | ||||||||||||||||||||||||||
| Regulatory Disallowance of Certain YCGS Capital Costs | 31.2 | 23.3 | 0.38 | 31.2 | 23.3 | 0.38 | |||||||||||||||||||||||||||||
| Remove Q4 PCCAM Expense Following MPSC Suspension of 90/10 Sharing | — | — | — | 2.3 | 1.7 | 0.03 | 2.3 | 1.7 | 0.03 | ||||||||||||||||||||||||||
| 2025 Non-GAAP | $176.2 | $147.9 | $2.41 | $69.9 | $72.2 | $1.17 | $246.1 | $220.1 | $3.58 | ||||||||||||||||||||||||||
| Nine Months Ended September 30, 2024 | Q4 2024 | Full-Year 2024 | |||||||||||||||||||||||||||||||||
| Pre-tax Income | Net(1) Income | Diluted EPS | Pre-tax Income | Net(1) Income | Diluted EPS | Pre-tax Income | Net(1) Income | Diluted EPS(2) | |||||||||||||||||||||||||||
| 2024 Reported GAAP | $155.0 | $143.6 | $2.34 | $59.7 | $80.6 | $1.31 | $214.7 | $224.1 | $3.65 | ||||||||||||||||||||||||||
| Non-GAAP Adjustments: | |||||||||||||||||||||||||||||||||||
| Add Back Unfavorable Weather | 2.3 | 1.7 | 0.03 | 8.3 | 6.2 | 0.10 | 10.6 | 7.9 | 0.13 | ||||||||||||||||||||||||||
| Impairment of Alternative Energy Storage Investment | 4.2 | 3.1 | 0.05 | — | — | — | 4.2 | 3.1 | 0.05 | ||||||||||||||||||||||||||
| Community Renewable Energy Project Penalty (non-tax deductible) | (2.3) | (2.3) | (0.04) | — | — | — | (2.3) | (2.3) | (0.04) | ||||||||||||||||||||||||||
| Natural Gas Repairs Safe Harbor Method Change | — | (7.0) | (0.11) | — | — | — | — | (7.0) | (0.11) | ||||||||||||||||||||||||||
| Release of Unrecognized Tax Benefit | — | — | — | — | (16.9) | (0.28) | — | (16.9) | (0.28) | ||||||||||||||||||||||||||
| 2024 Non-GAAP | $159.2 | $139.1 | $2.27 | $68.0 | $69.9 | $1.13 | $227.2 | $208.9 | $3.40 | ||||||||||||||||||||||||||
| (1) Income tax rate on reconciling items assumes blended federal plus state effective tax rate of 25.3%. | |||||||||||||||||||||||||||||||||||
| (2) Due to changes in the quarterly diluted share count, full year EPS may be +/- $0.01 different than the sum of the quarters. | |||||||||||||||||||||||||||||||||||
| Note: Subtotal variances may exist due to rounding. | |||||||||||||||||||||||||||||||||||
NorthWestern Energy Reports 2025 Financial Results
February 11, 2026
Page 16
Company Hosting Earnings Webinar
NorthWestern will host an investor earnings webinar on Thursday, February 12, 2026, at 3:30 p.m. Eastern time to review its financial results for the year ending December 31, 2025. To register for the webinar, please visit www.northwesternenergy.com/earnings-registration. Please go to the site at least 15 minutes in advance of the webinar to register. An archived webinar will be available shortly after the event and remain active for one year.
NorthWestern Energy - Delivering a Bright Future
NorthWestern Energy Group, doing business as NorthWestern Energy, provides essential energy infrastructure and valuable services that enrich lives and empower communities while serving as long-term partners to our customers and communities. We work to deliver safe, reliable, and innovative energy solutions that create value for customers, communities, employees, and investors. We do this by providing low-cost and reliable service performed by highly-adaptable and skilled employees. We provide electricity and / or natural gas to approximately 850,300 customers in Montana, South Dakota, Nebraska, and Yellowstone National Park. Upon the completion of the holding company reorganization in 2023, NW Corp became a subsidiary of NorthWestern Energy Group. Our operations in Montana and Yellowstone National Park are conducted through our subsidiary, NW Corp, and our operations in South Dakota and Nebraska are conducted through our subsidiary, NWE Public Service. We have provided service in South Dakota and Nebraska since 1923 and in Montana since 2002.
Non-GAAP Financial Measures
This press release includes financial information prepared in accordance with GAAP, as well as other financial measures, such as Utility Margin, Adjusted Non-GAAP pretax income, Adjusted Non-GAAP net income and Adjusted Non-GAAP Diluted EPS that are considered “non-GAAP financial measures.” Generally, a non-GAAP financial measure is a numerical measure of a company’s financial performance, financial position, or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP.
We define Utility Margin as Operating Revenues less fuel, purchased supply, and direct transmission expense (exclusive of depreciation and depletion) as presented in our Condensed Consolidated Statements of Income. This measure differs from the GAAP definition of Gross Margin due to the exclusion of Operating and maintenance, Property and other taxes, and Depreciation and depletion expenses, which are presented separately in our Condensed Consolidated Statements of Income. A reconciliation of Utility Margin to Gross Margin, the most directly comparable GAAP measure, is included in the press release above.
Management believes that Utility Margin provides a useful measure for investors and other financial statement users to analyze our financial performance in that it excludes the effect on total revenues caused by volatility in energy costs and associated regulatory mechanisms. This information is intended to enhance an investor's overall understanding of results. Under our various state regulatory mechanisms, as detailed below, our supply costs are generally collected from customers. In addition, Utility Margin is used by us to determine whether we are collecting the appropriate amount of energy costs from customers to allow for recovery of operating costs, as well as to analyze how changes in loads (due to weather, economic, or other conditions), rates, and other factors impact our results of operations. Our Utility Margin measure may not be comparable to that of other companies' presentations or more useful than the GAAP information provided elsewhere in this report.
Management also believes the presentation of Adjusted Non-GAAP pre-tax income, Adjusted Non-GAAP net income, and Adjusted Non-GAAP Diluted EPS is more representative of normal earnings than GAAP pre-tax income, net income, and EPS due to the exclusion (or inclusion) of certain impacts that are not reflective of ongoing earnings. The presentation of these non-GAAP measures is intended to supplement investors' understanding of our financial performance and not to replace other GAAP measures as an indicator of actual operating performance. Our measures may not be comparable to other companies' similarly titled measures.
NorthWestern Energy Reports 2025 Financial Results
February 11, 2026
Page 17
Special Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, without limitation, the information under "Adjusted Non-GAAP Earnings." Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed. We caution that while we make such statements in good faith and believe such statements are based on reasonable assumptions, including without limitation, management's examination of historical operating trends, data contained in records, and other data available from third parties, we cannot assure you that we will achieve our projections. Factors that may cause such differences include, but are not limited to:
•risks relating to the pending merger transaction pursuant to that certain Agreement and Plan of Merger dated August 18, 2025 (Merger Agreement) between NorthWestern, Black Hills, and River Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of Black Hills (Merger Sub), including, among others, (1) the risk of delays in consummating the pending merger transaction, including as a result of required regulatory and shareholder approvals, which may not be obtained on the expected timeline, or at all, (2) the risk of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (3) the risk that required regulatory approvals are subject to conditions not anticipated by NorthWestern and Black Hills, (4) the possibility that any of the anticipated benefits and projected synergies of the pending merger transaction will not be realized or will not be realized within the expected time period, (5) disruption to the parties’ businesses as a result of the announcement and pendency of the merger transaction, including potential distraction of management from current plans and operations of NorthWestern or Black Hills and the ability of NorthWestern or Black Hills to retain and hire key personnel, (6) reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the pending merger transaction, (7) the possibility that the pending merger transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (8) the outcome of any legal or regulatory proceedings that may be instituted against NorthWestern or Black Hills related to the Merger Agreement or the pending merger transaction, (9) the risks associated with third party contracts containing consent and/or other provisions that may be triggered by the pending merger transaction, (10) legislative, regulatory, political, market, economic and other conditions, developments and uncertainties affecting NorthWestern's or Black Hills' businesses; (11) the evolving legal, regulatory and tax regimes under which NorthWestern and Black Hills operate; (12) restrictions during the pendency of the merger transaction that may impact NorthWestern's or Black Hills' ability to pursue certain business opportunities or strategic transactions; and (13) unpredictability and severity of catastrophic events, including, but not limited to, extreme weather, natural disasters, acts of terrorism or outbreak of war or hostilities, as well as NorthWestern's and Black Hills' response to any of the aforementioned factors;
•adverse determinations by regulators, such as adverse outcomes from the denial of interim rates or final rates not consistent with a reasonable ability to earn our allowed returns, adverse rulings on our ability to serve large-load customers, as well as potential adverse federal, state, or local legislation or regulation, including costs of compliance with existing and future environmental requirements, and wildfire damages in excess of liability insurance coverage, could have a material effect on our liquidity, results of operations and financial condition;
•the impact of extraordinary external events and natural disasters, such as a wide-spread or global pandemic, geopolitical events, earthquake, flood, drought, lightning, weather, wind, and fire, could have a material effect on our liquidity, results of operations and financial condition;
•acts of terrorism, cybersecurity attacks, data security breaches, or other malicious acts that cause damage to our generation, transmission, or distribution facilities, information technology systems, or result in the release of confidential customer, employee, or Company information;
NorthWestern Energy Reports 2025 Financial Results
February 11, 2026
Page 18
•supply chain constraints, tariffs on certain imported products, recent high levels of inflation for products, services and labor costs, and their impact on capital expenditures, operating activities, and/or our ability to safely and reliably serve our customers;
•changes in availability of trade credit, creditworthiness of counterparties, usage, commodity prices, fuel supply costs or availability due to higher demand, shortages, weather conditions, transportation problems or other developments, may reduce revenues or may increase operating costs, each of which could adversely affect our liquidity and results of operations;
•unscheduled generation outages or forced reductions in output, maintenance or repairs, which may reduce revenues and increase operating costs or may require additional capital expenditures or other increased operating costs; and
•adverse changes in general economic and competitive conditions in the U.S. financial markets and in our service territories.
Additional factors which could affect future results of NorthWestern and Black Hills can be found in NorthWestern Energy’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and Black Hills’ Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, in each case filed with the SEC and available on the SEC’s website at http://www.sec.gov. NorthWestern and Black Hills disclaim any obligation and do not intend to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by federal securities laws.
No Offer or Solicitation
This document is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Important Information and Where to Find It
Black Hills filed a registration statement on Form S-4 (No. 333-293105) with the SEC on January 30, 2026 to register the shares of Black Hill’s capital stock that will be issued to NorthWestern stockholders in connection with the proposed transaction. The registration statement was declared effective on February 6, 2026, at which time Black Hills filed a final prospectus and NorthWestern filed a definitive proxy statement. Black Hills and NorthWestern commenced mailing of the joint proxy statement/prospectus to their respective stockholders on or about February 10, 2026. Investors and security holders are urged to read the registration statement and joint proxy statement/prospectus (and any other documents filed with the SEC in connection with the transaction or incorporated by reference into the joint proxy statement/prospectus) because such documents contain important information regarding the proposed transaction and related matters. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by NorthWestern or Black Hills through the website maintained by the SEC at http://www.sec.gov or by contacting the investor relations department of NorthWestern or Black Hills at travis.meyer@northwestern.com or investorrelations@blackhillscorp.com, respectively.
Before making any voting or investment decision, investors and security holders of NorthWestern and Black Hills are urged to read carefully the entire registration statement and joint proxy statement/prospectus, including any amendments thereto when they become available (and any other documents filed with the SEC in connection with the transaction), because they contain or will contain important information about the proposed transaction. Free copies of these documents may be obtained as described above.
NorthWestern Energy Reports 2025 Financial Results
February 11, 2026
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Participants in Solicitation
NorthWestern, Black Hills and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of each of NorthWestern and Black Hills in connection with the proposed transaction. Information regarding the directors and executive officers of NorthWestern and Black Hills and other persons who may be deemed participants in the solicitation of the stockholders of NorthWestern or of Black Hills in connection with the proposed transaction is included in the joint proxy statement/prospectus related to the proposed transaction, which was filed with the SEC on February 6, 2026. Information about the directors and executive officers of NorthWestern and their ownership of NorthWestern common stock can also be found in NorthWestern’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed on February 12, 2026, under the header “Information About Our Executive Officers” and its Proxy Statement on Schedule 14A, which was filed on March 12, 2025, under the headers “Election of Directors” and “Who Owns our Stock”. Information about the directors and executive officers of Black Hills and their ownership of Black Hills common stock can also be found in Black Hills’ filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed on February 11, 2026, under the header “Information About Our Executive Officers,” and its Proxy Statement on Schedule 14A, which was filed on March 14, 2025, under the headers “Election of Directors” and “Security Ownership of Management and Principal Shareholders,” and other documents subsequently filed by Black Hills with the SEC. To the extent any such person's ownership of NorthWestern’s or Black Hills’ securities, respectively, has changed since the filing of such proxy statement, such changes have been or will be reflected on Forms 3, 4 or 5 filed with the SEC. Additional information regarding the interests of such participants are included in the joint proxy statement/prospectus and other relevant documents regarding the proposed transaction filed with the SEC.
Investor Relations Contact: Media Contact:
Travis Meyer (605) 978-2967 Jo Dee Black (866) 622-8081
travis.meyer@northwestern.com jodee.black@northwestern.com
2025 Year-End Earnings Webinar February 12, 2026 8-K Date: February 12, 2026
Forward-Looking Statements 2 Information in this communication, other than statements of historical facts, may constitute forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements about the benefits of the proposed transaction between NorthWestern and Black Hills, including future financial and operating results (including the anticipated impact of the transaction on NorthWestern’s and Black Hills’ respective earnings), statements related to the expected timing of the completion of the transaction, the plans, objectives, expectations and intentions of either company or of the combined company following the merger, anticipated future results of either company or of the combined company following the merger, the anticipated benefits and strategic and financial rationale of the merger, including estimated rate bases, investment opportunities, cash flows and capital expenditure rates and other statements that are not historical facts. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “targets,” “scheduled,” “plans,” “intends,” “goal,” “anticipates,” “expects,” “believes,” “forecasts,” “outlook,” “estimates,” “potential,” or “continue” or negatives of such terms or other comparable terminology. The forward-looking statements are based on NorthWestern and Black Hills’ current expectations, plans and estimates. NorthWestern and Black Hills believe these assumptions to be reasonable, but there is no assurance that they will prove to be accurate. All forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of NorthWestern or Black Hills to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others, (1) the risk of delays in consummating the potential transaction, including as a result of required regulatory and shareholder approvals, which may not be obtained on the expected timeline, or at all, (2) the risk of any event, change or other circumstance that could give rise to the termination of the merger agreement, (3) the risk that required regulatory approvals are subject to conditions not anticipated by NorthWestern and Black Hills, (4) the possibility that any of the anticipated benefits and projected synergies of the potential transaction will not be realized or will not be realized within the expected time period, (5) disruption to the parties’ businesses as a result of the announcement and pendency of the transaction, including potential distraction of management from current plans and operations of NorthWestern or Black Hills and the ability of NorthWestern or Black Hills to retain and hire key personnel, (6) reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the transaction, (7) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (8) the outcome of any legal or regulatory proceedings that may be instituted against NorthWestern or Black Hills related to the merger agreement or the transaction, (9) the risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction, (10) legislative, regulatory, political, market, economic and other conditions, developments and uncertainties affecting NorthWestern’s and Black Hills’ businesses; (11) the evolving legal, regulatory and tax regimes under which NorthWestern and Black Hills operate; (12) restrictions during the pendency of the proposed transaction that may impact NorthWestern’s or Black Hills’ ability to pursue certain business opportunities or strategic transactions; and (13) unpredictability and severity of catastrophic events, including, but not limited to, extreme weather, natural disasters, acts of terrorism or outbreak of war or hostilities, as well as NorthWestern’s and Black Hills’ response to any of the aforementioned factors. Additional factors which could affect future results of NorthWestern and Black Hills can be found in NorthWestern Energy’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and Black Hills’ Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, in each case filed with the SEC and available on the SEC’s website at http://www.sec.gov. NorthWestern and Black Hills disclaim any obligation and do not intend to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by federal securities laws. See Appendix for Additional Merger Related Disclosures.
NorthWestern Energy 3 NorthWestern Energy Group, Inc. dba: NorthWestern Energy Ticker: NWE (Nasdaq) www.northwesternenergy.com Corporate Support Office 3010 West 69th Street Sioux Falls, SD 57108 (605) 978-2900 Director - Corporate Development & Investor Relations Officer Travis Meyer 605-978-2967 travis.meyer@northwestern.com
2025 In Review Executing on Strategic Initiatives • Announced agreement with Black Hills Corporation for an all-stock Merger of Equals o To create a premier regional regulated electric and natural gas utility company • Closed acquisition of Avista and Puget Colstrip interests1 o Providing resource adequacy in Montana, increasing plant ownership from 15% to 55%, and supporting potential large-load integration • Submitted $300M (131MW) South Dakota natural gas project to SPP’s expedited resource adequacy study • Acquired Energy West and Cut Bank Gas natural gas distribution assets Legislative & Regulatory Outcomes • Montana SB301 signed into law, providing greater confidence for transmission investment in Montana • Montana HB490 signed into law which clarifies and limits wildfire-related risks, protecting our customers, communities, and investors2 • Approval of Wildfire Mitigation Plan in Montana • Completed Montana Electric & Natural Gas general rate reviews o Providing recovery of our significant investment to reliably serve our customers Advancing Data Center Growth Opportunities3 • Signed third letter of intent with Quantica for a 500+ megawatt data center • Progressed Sabey letter of intent to a development agreement 1.) See “Colstrip Transaction Overview” slide that follows for additional details. 2.) See “Montana Wildfire Bill” slide in appendix for additional details. 3) See “Large-Load Growth” slide that follows for additional details. 4 Powerhouse at Hauser Dam on the Missouri River (near Helena, Montana) Missoula, Montana Echo Lake Nordic Trail - Phillipsburg, MT
Recent Highlights Financial Results ✓ Reported GAAP diluted EPS of $2.94 o Non-GAAP diluted EPS of $3.581 ✓ Increasing quarterly dividend by 1.5% - to $0.67 per share2 ✓ Initiating 2026 earnings guidance range of $3.68 - $3.833 ✓ Updating our 5-year capital plan to $3.21 billion, a 17% increase over prior plan Merger with Black Hills (closing anticipated in second half of 2026) ✓ Filed joint requests for merger approval in MT, NE, SD, and with FERC ✓ Form S-4 and joint proxy filed Montana IRP ✓ Submitted draft 2026 Integrated Resource Plan in Montana Montana Data Centers ✓ Progressed Atlas letter of intent to a development agreement4 1.) See slides “2025 Non-GAAP Earnings” and “Non-GAAP Financial Measures” that follow. 2) Payable March 31, 2026 to shareholders of record as of March 15, 2026 3) See “2026 Earnings Bridge” slide in the appendix for additional details and major assumptions included in guidance. 4). See “Large-Load Customers” slide that follows for additional details. 5 Powerhouse at Hauser Dam on the Missouri River (near Helena, Montana) Missoula, Montana Spion Kop Wind Farm – Great Falls, MT
Thank youFinancial Results 6
Full-Year EPS vs Prior Period • GAAP: $0.71 or (19.5)% • Non-GAAP1: $0.18 or 5.3% Fourth Quarter EPS vs Prior Period (unaudited) • GAAP: $0.59 or (45.0)% • Non-GAAP1: $0.04 or 3.5% 2025 Financial Results 7 1.) See “2025 Non-GAAP Earnings” and “Non-GAAP Financial Measures” slides that follow.
Fourth Quarter 2025 Earnings Drivers (Unaudited) 8 1.) Utility Margin is a non- GAAP measure. See appendix slide titled “Reconciling Gross Margin to Utility Margin” for additional disclosure. 2.) Release of a $7.4 million Unrecognized Tax Benefit in 2025 as compared to a $16.9 million release of an Unrecognized Tax Benefit in 2024. 3). See “Fourth Quarter 2025 Non-GAAP Earnings” and “Non- GAAP Financial Measures” slides that follow. After-Tax EPS vs Prior Year Absent the regulatory disallowance of YCGS, mild weather, and non-recoverable energy supply costs in Montana, fourth quarter GAAP EPS was in line with expectations.
We estimate weather to be a $10.6 million pre-tax detriment as compared to normal and a $2.3 million detriment as compared to fourth quarter 2024. (1) As a result of the adoption of Accounting Standard Update 2017-07 in March 2018, pension and other employee benefit expense is now disaggregated on the GAAP income statement with portions now recorded in both OG&A expense and Other (Expense) Income lines. To facilitate better understanding of trends in year-over-year comparisons, the non-GAAP adjustment above re-aggregates the expense in OG&A - as it was historically presented prior to the ASU 2017-07 (with no impact to net income or earnings per share). (2) Utility Margin is a non-GAAP Measure. See appendix slide titled “Reconciling Gross Margin to Utility Margin” for additional disc losure. Fourth Quarter 2025 Non-GAAP Earnings 9 Note: Subtotal variances may exist due to rounding.
2025 Year-Over-Year Earnings Drivers 10 After-Tax EPS vs Prior Year 1.) Utility Margin is a non-GAAP measure. See appendix slide titled “Reconciling Gross Margin to Utility Margin” for additional disclosure. 2.) A $7.4 million benefit in 2025 (release of an Unrecognized Tax Benefit) as compared to a $23.9 million benefit in 2024 ($16.9 million release of an Unrecognized Tax Benefit plus $7.0 million related to a natural gas Safe Harbor Method change). 3). See “2025 Non- GAAP Earnings” and “Non-GAAP Financial Measures” slides that follow. Absent the regulatory disallowance of YCGS, mild weather, and non-recoverable energy supply costs in Montana, full-year GAAP EPS was in line with expectations.
2025 Non-GAAP Earnings 11 We estimate weather to be a $14.4 million pre-tax detriment as compared to normal and a $3.8 million detriment as compared to 2024. (1) As a result of the adoption of Accounting Standard Update 2017- 07 in March 2018, pension and other employee benefit expense is now disaggregated on the GAAP income statement with portions now recorded in both OG&A expense and Other (Expense) Income lines. To facilitate better understanding of trends in year-over-year comparisons, the non- GAAP adjustment above re-aggregates the expense in OG&A - as it was historically presented prior to the ASU 2017-07 (with no impact to net income or earnings per share). (2) Utility Margin is a non- GAAP Measure. See appendix slide titled “Reconciling Gross Margin to Utility Margin” for additional disclosure. Note: Subtotal variances may exist due to rounding.
12 Initiating 2026 Non-GAAP EPS Guidance1 of $3.68 - $3.83 per diluted share ✓ Affirming long-term growth rate from 2024 base2 • EPS growth of 4% to 6% • Rate base growth of 4% to 6% ✓ $3.2 billion capital plan including approximately $300 million of increased investment for generation development in South Dakota ✓ Cash from operations and debt to fund base capital plan. Equity issuances expected beginning in 2027 to fund South Dakota generation investment ✓ FFO / Debt > 14% in 2026 and beyond 1.) See “2026 Earnings Bridge” slide in appendix for additional details and major assumptions included in guidance. 2.) See “Non-GAAP Financial Measures” slide in appendix for additional information. Long-term growth rate based on 2024 Adjusted Diluted Non-GAAP EPS of $3.40 and 2024 estimated rate base of $5.38 billion. Strong Growth Outlook
Reflects a 17% increase primarily due to the addition of a 131MW South Dakota generation project. Highly executable and low-risk critical capital investment. Increasing Five-Year Capital Plan (millions) 13
Credit, Cash Flow, and Financing Plans 14 FFO: Cash from Operations less Working Capital Adjustments. Debt: Long- & Short-term Debt (including unamortized debt issuance costs and pension liability). Targeting FFO-to-Debt above 14% to support credit ratings. No equity anticipated to fund 2026 capital plan. Minimal cash taxes expected into 2029 from Net Operating Losses and Production Tax Credits. Financing plans subject to change.
Thank youBusiness Updates 15
16 Merger with Black Hills Benefits Stakeholders Strategic combination represents a highly attractive value creation opportunity for both companies. Increases Scale Position and Growth Increases the combined company target EPS growth rate to 5-7%, supported by the doubling of each company’s rate base to total of ~$11 bn with significant growth opportunities Expands Investment Opportunity Leverages enhanced resources to make strategic investments that foster economic development, including addressing the growing demand for energy, including from data centers Substantial Long-Term Value for Customers Enhances Business Diversity Delivering energy to more than 2.1 mm customers across multiple contiguous jurisdictions, served by a highly skilled workforce focused on safety and reliability Strengthens Balance Sheet Strong and predictable cash flows support a customer-focused capital investment program while producing high-quality, investment- grade credit metrics Bringing together two complementary teams focused on reliability and exceptional customer service to deliver even greater value. For more information, see www.blackhillsnorthwesternbettertogether.com
Merger with Black Hills Timeline 17 ✓ Filed joint applications for approval in Montana, Nebraska, and South Dakota in Q4 2025, with hearings expected in the second quarter of 2026 ✓ Filed joint application with FERC in Q4 2025 ✓ Filed S-4/Joint Proxy Statement on January 30, 2026 ✓ Shareholder votes scheduled for April 2, 2026
✓ Montana ▪ Expected to be served by overall utility portfolio, which is long capacity beginning in 2026 ▪ Diversified and highly carbon-free generating portfolio ▪ We anticipate making a filing with the MPSC to propose a large-load tariff during the first half of 2026 ✓ South Dakota ▪ Significant indications of interest ▪ Any new large-load customers would require incremental capacity with infrastructure rider to provide generation cost recovery ▪ South Dakota PUC has an established process for large-load customers with a deviated rate tariff 18 Large-Load Customers Montana Large-Load Opportunities ✓ Confidentially Announced: December 17, 2024 ▪ Company: Sabey Data Centers ▪ Load: 50 MW expected to grow to 200 MW ▪ Start Date: Late-2027 ▪ Agreement Status: Letter of Intent + Development Agreement ✓ Announced: December 19, 2024 ▪ Company: Atlas Power ▪ Load: 75 MW expected to grow to 150 MW ▪ Start Date: Mid-2027 ▪ Agreement Status: Letter of Intent + Development Agreement ✓ Announced: July 30, 2025 ▪ Company: Quantica Infrastructure ▪ Load: 175MW growing to 500MW+ by 2030 ▪ Start Date: 2028 ▪ Agreement Status: Letter of Intent
19 Data Center Process (Montana & South Dakota) Data Center Request • Load & Location • Supply Potential • Customer/Developer Required Timing Queue Count: 6 High-Level Assessment • Viability Assessment • Southwest Power Pool Screening • High Level Cost Estimate Queue Count: 5 Energy Service Agreement (ESA) • Regulatory Approvals (as needed) • Contract Signing • Business Development Handoff Queue Count: 0 Construction • Project Management Assignment • Construction Kick-Off • Supply Development • Generation Build Process Queue Count: 0 Letter of Intent (LOI) • Supply Development Estimates • Development Agreement Negotiations Development Agreement • Development Deposit to Fund Studies: - Montana: System Impact Study & Facility Study - South Dakota: Southwest Power Pool Delivery Point Network Study Queue Count: 2 Queue Count: 1
Colstrip Transaction Overview 20 Announcement: Effective Date: Capacity: Acquisition Price: Status Update: Puget July 2024 December 31, 2025 370 MW (185 MW each of units 3 & 4) $0.0 Signed contract in October 2025 to sell electricity through late 2027. Revenue from the contract is expected to largely offset the ~$30 million of incremental annual operating costs resulting from the transfer. Filed with FERC for cost-based rates in October 2025 with approval expected in the first quarter of 2026. Avista January 2023 December 31, 2025 222 MW (111 MW each of units 3 & 4) $0.0 Filed a temporary PCCAM tariff waiver request with the MPSC in August 2025 that would provide a near-term cost-recovery mechanism that is expected to largely offset the ~$18.0 million of incremental annual operating costs resulting from the transfer. The waiver was temporarily granted in January 2026. NorthWestern’s acquisition of Avista and Puget’s 592 MW of additional Colstrip capacity: • Avista interests advance our regulated portfolio to resource adequacy and increase facility ownership from 15% to 30% • Puget interests move ownership from 30% to 55% which provides the ability to determine strategic direction and investment decisions at the facility • Combined interests support the integration of large-load customers, delivering substantial benefits to our customers, communities, and investors Avista and Puget Sound will remain responsible for their respective pre-closing share of environmental and pension liabilities attributed to events or conditions existing prior to the closing of the transaction and for any future decommissioning and demolition costs associated with the existing facilities that comprise their interests.
8% to 10% Total Return >10% Total Return Incremental Opportunities: > 6% EPS Growth Approximately 4% Dividend Yield Base Capital Plan: 4% to 6% EPS Growth ✓ Data centers & new large- load opportunities ✓ FERC Regional Transmission ✓ Incremental generating capacity (subject to successful resource procurement bids) $3.21 billion of highly executable and low-risk capital investment forecasted over the next five years. This investment is expected to drive annualized earnings and rate base growth of approximately 4% - 6%. + The NorthWestern Value Proposition + 21 = = 2026-2030 Capital Investment ($ Millions)
Conclusion Pure Electric & Gas Utility Solid Utility Foundation Best Practices Corporate Governance Attractive Future Growth Prospects Strong Earnings & Cash Flows 22 The pending merger with Black Hills Corporation will combine the strengths of both companies, resulting in an organization with greater scale, financial stability, and operational expertise and is designed to create a stronger, more resilient energy company focused on delivering safe, reliable, and affordable energy solutions to customers.
Thank youAppendix: 23
24 2026 Earnings Bridge This guidance range is based upon, but not limited to, the following major assumptions: • Normal weather in our service territories; • Excludes costs related to the pending merger with Black Hills Corp.; • Approval of PCCAM waiver and power prices sufficient to recover operating expense from incremental Avista and Puget Colstrip interests; • An effective income tax rate of approximately 14%-18%; and • Diluted average shares outstanding of approximately 61.7 million. 2026 guidance represents 4% to 6% EPS growth from 2024 Non-GAAP Base Year1 1.) Based on 2024 Adjusted Diluted Non-GAAP EPS of $3.40. See “Non-GAAP Financial Measures” slide in appendix. Appendix
2025 Year-Over-Year Utility Margin Bridge 25 The $97.0 million or 9.0% increase in Utility Margin items that impact Net Income was primarily due to higher base rates and electric transmission revenues, partly offset by lower MT property tax tracker collections and higher non- recoverable MT electric supply costs. Pre-Tax Millions vs Prior Year 1.) Includes $4.2 million due to acquisition of Energy West Operations. Appendix
(1) The revenue requirement associated with the FERC regulated portion of Montana electric transmission and ancillary services are included as revenue credits to our MPSC jurisdictional customers. Therefore, we do not separately reflect FERC authorized rate base or authorized returns. (2) The Montana gas revenue requirement includes a step-down which approximates annual depletion of our natural gas production assets included in rate base. (3) This jurisdiction was acquired in 2025 as part of the acquisition of Energy West Operations. (4) This table excludes insignificant jurisdictions for Montana propane delivery, Havre Pipeline Company, and Cut Bank Gas natural gas delivery. (5) For those items marked as "n/a," the respective settlement and/or order was not specific as to these terms. Coal Generation Rate Base as a percentage of Total Rate Base Revenue from coal generation is not easily identifiable due to the use of bundled rates in South Dakota and other rate design and accounting considerations. However, NorthWestern is a fully regulated utility company for which rate base is the primary driver of earnings. The data to the left illustrates that NorthWestern only derives approximately 8-10% of earnings from its jointly owned coal generation rate base. Rate Base & Authorized Return Summary Appendix 26
Thank youFull-Year Appendix 27
Full-Year 2025 Financial Results 28 1.) Utility Margin is a non- GAAP Measure. See appendix slide titled “Reconciling Gross Margin to Utility Margin” for additional disclosure. Note: Subtotal variances may exist due to rounding. Appendix
Utility Margin (Full Year) ($ in millions) Twelve Months Ended December 31, 2025 2024 Variance Electric $ 963.4 $ 871.1 $ 92.3 10.6% Natural Gas 237.4 209.0 28.4 13.6% Total Utility Margin1 $ 1,200.8 $ 1,080.1 $ 120.7 11.2% (1) Utility Margin is a non-GAAP Measure. See appendix slide titled “Reconciling Gross Margin to Utility Margin” for additional disclosure. Increase in utility margin due to the following factors: $ 93.3 Base Rates 14.0 Electric transmission revenue due to market conditions and rates 4.8 Montana natural gas transportation 4.3 Electric retail volumes 2.0 Natural gas retail volumes ($4.2 million due to acquisition of Energy West Operations) (14.2) Montana property tax tracker collections (7.3) Non-recoverable Montana electric supply costs 0.1 Other $ 97.0 Change in Utility Margin Impacting Net Income $ 16.3 Property & other taxes recovered in revenue, offset in property & other taxes 6.6 Production tax credits, offset in income tax expense 0.8 Operating expenses recovered in revenue, offset in operating & maintenance expense $ 23.7 Change in Utility Margin Offset Within Net Income $ 120.7 Increase in Utility Margin 29 Appendix
Increase in operating expenses due to the following factors: $ 30.9 Non-cash regulatory disallowance of certain YCGS capital costs 21.9 Depreciation expense due to plant additions and higher depreciation rates 9.9 Electric generation maintenance 9.3 Merger-related costs, primarily including consulting and legal fees 8.9 Wildfire mitigation expense, partly offset by higher base revenues 7.8 Insurance expense, primarily due to increased wildfire risk premiums 7.6 Labor and benefits(1) 3.5 Technology implementation and maintenance 2.1 Property and other taxes not recoverable within trackers 1.1 Uncollectible accounts (2.4) Litigation outcome (Pacific Northwest Solar) (1.7) Non-cash impairment of alternative energy storage investment 3.0 Other $ 101.9 Change in Operating Expense Items Impacting Net Income ($ in millions) Twelve Months Ended December 31, 2025 2024 Variance Operating & maintenance $ 284.9 $ 227.8 $ 57.1 25.1% Administrative & general 158.2 137.4 20.8 15.1% Property & other taxes 182.3 163.9 18.4 11.2% Depreciation & depletion 249.5 227.6 21.9 9.6% Total Operating Expenses* $ 874.9 $ 756.7 $ 118.2 15.6% $ 16.3 Property and other taxes recovered in trackers, offset in revenue 2.1 Deferred compensation, offset in other income 0.8 Operating and maintenance expenses recovered in trackers, offset in revenue (2.9) Pension and other postretirement benefits, offset in other income(1) $ 16.3 Change in Operating Expense Items Offset Within Net Income $ 118.2 Increase in Operating Expenses 30 Appendix *Excluding fuel, purchased supply, and direct transmission expense. (1) In order to present the total change in labor and benefits, we have included the change in the non-service cost component of our pension and other postretirement benefits, which is recorded within other income on our Condensed Consolidated Statements of Income. This change is offset within this table as it does not affect our operating expenses. Operating Expenses (Full Year)
Operating to Net Income (Full Year) ($ in millions) Twelve Months Ended December 31, 2025 2024 Variance Operating Income $ 325.8 $ 323.3 $ 2.5 0.8% Interest expense, net (150.4) (131.7) 18.7 14.2% Other income, net 12.1 23.0 (10.9) (47.4%) Income Before Income Taxes 187.6 214.7 (27.1) (12.6)% Income tax (expense) benefit (6.5) 9.4 15.9 169.1% Net Income $ 181.1 $ 224.1 $ (43.0) (19.2%) $18.7 million increase in interest expense, net was primarily due to higher borrowings and interest rates, partly offset by lower capitalization of Allowance for Funds Used During Construction (AFUDC). $10.9 million decrease in other income, net was primarily due to lower capitalization of AFUDC, a prior year reversal of $2.3 million from a previously disclosed Community Renewable Energy Project (CREP) penalty due to a favorable legal ruling, and a $1.3 million expense accrual related to an estimated penalty for the CREP informed by a recent MPSC ruling, partly offset by an increase of $2.5 million driven by a prior year non-cash impairment of an alternative energy storage equity investment. $15.9 million increase in income tax expense was primarily due to a less favorable uncertain tax position release and a prior year income tax benefit from a gas repairs safe harbor method change. 31 Appendix
Tax Reconciliation (Full Year) 32 Appendix
Segment Results (Full Year) 33 Appendix *Direct transmission expense excludes depreciation and depletion. (1) Utility Margin is a non-GAAP Measure. See appendix slide titled “Reconciling Gross Margin to Utility Margin” for additional disclosure. (2) Consists of unallocated corporate costs, including merger-related costs, and certain limited unregulated activity within the energy industry.
Electric Segment (Full Year) (1) Included within this line is our lighting customer class, for which we have historically counted each lighting district as one customer. We have retroactively modified our customer counts to now reflect each lighting service as a customer as that better aligns with the MWH usage of this customer class. (2) Utility Margin is a non-GAAP Measure. See appendix slide titled “Reconciling Gross Margin to Utility Margin” for additional disclosure. 34 Appendix
Natural Gas Segment (Full Year) 35 Appendix (1) Utility Margin is a non-GAAP Measure. See appendix slide titled “Reconciling Gross Margin to Utility Margin” for additional disclosure.
Cash from Operating Activities decreased by $12.3 million primarily due to merger transaction costs, lower collections of accounts receivable balances due to timing of colder weather, and an increase in our net cash outflows for energy supply costs, as shown in the table below, partly offset by the proceeds from production tax credits transferred. Funds from Operations increased by $30.2 million over prior period. Net Under-Collected Supply Costs ($ in millions) Beginning (Jan. 1) Ending (Dec. 31) Inflow / (Outflow) 2024 $7.8 $5.9 1.9 2025 $5.9 $44.8 ($38.9) 2025 Increase in Net Cash Outflows ($40.8) Full-Year 2025 Cash Flow 36 No Planned Equity Issuances in 2026 Financing plans (targeting a FFO to Debt ratio > 14%) are expected to maintain our current credit ratings and are subject to change Debt financing in 2025 • Issued $400 million, 5.07% coupon, 5-year Montana FMBs in Q1 • Issued $100 million, 5.49% coupon, 10-year South Dakota FMBs in Q2 • Amended our existing NorthWestern Energy Group $100 million term loan to extend the maturity date from April 11, 2025 to April 10, 2026 in Q2, and amended it again to increase the total commitment to $150 million in Q3 • Issued $100 million, 5.07% coupon, 5-year Montana FMBs in Q4 Appendix
Balance Sheet 37 Appendix Debt to Total Capitalization up from last quarter and inside our targeted 50% - 55% range.
Reconciling Gross Margin to Utility Margin Management believes that Utility Margin provides a useful measure for investors and other financial statement users to analyze our financial performance in that it excludes the effect on total revenues caused by volatility in energy costs and associated regulatory mechanisms. This information is intended to enhance an investor's overall understanding of results. Under our various state regulatory mechanisms, our supply costs are generally collected from customers. In addition, Utility Margin is used by us to determine whether we are collecting the appropriate amount of energy costs from customers to allow recovery of operating costs, as well as to analyze how changes in loads (due to weather, economic or other conditions), rates and other factors impact our results of operations. Our Utility Margin measure may not be comparable to that of other companies' presentations or more useful than the GAAP information provided elsewhere in this report. Note: Subtotal variances may exist due to rounding. 1) Utility Margin is a non-GAAP Measure. 38 Appendix
PCCAM Impact by Quarter Qualified Facility Earnings Adjustment Our electric QF liability consists of unrecoverable costs associated with contracts covered under PURPA that are part of a 2002 stipulation with the MPSC and other parties. Risks / losses associated with these contracts are born by shareholders, not customers. Therefore, any mitigation of prior losses and / or benefits of liability reduction also accrue to shareholders.39 Appendix Pre-Tax $ Millions – Shareholder (Detriment) Benefit Note: Subtotal variances may exist due to rounding.
Thank youFourth Quarter Appendix 40
Fourth Quarter Financial Results (Unaudited) 41 1.) Utility Margin is a non- GAAP Measure. See appendix slide titled “Reconciling Gross Margin to Utility Margin” for additional disclosure. Note: Subtotal variances may exist due to rounding. Appendix
Utility Margin (Q4 Unaudited) ($ in millions) Three Months Ended December 31, 2025 2024 Variance Electric $ 238.2 $ 218.3 $ 19.9 9.1% Natural Gas 66.7 60.5 6.2 10.2% Total Utility Margin1 $ 304.9 $ 278.7 $ 26.2 9.4% (1) Utility Margin is a non-GAAP Measure. See appendix slide titled “Reconciling Gross Margin to Utility Margin” for additional disclosure. Increase in utility margin due to the following factors: $ 28.1 Base rates 2.0 Electric transmission 1.1 Natural gas retail volumes 0.6 Montana natural gas transportation (5.6) Electric retail volumes (4.6) Montana property tax tracker collections (2.6) Non-recoverable Montana electric supply costs (0.1) Other $ 18.9 Change in Utility Margin Impacting Net Income $ 6.1 Property & other taxes recovered in revenue, offset in property & other taxes 1.6 Production tax credits, offset in income tax expense (0.4) Operating expenses recovered in revenue, offset in operating & maintenance expense $ 7.3 Change in Utility Margin Offset Within Net Income $ 26.2 Increase in Utility Margin 42 Appendix Note: Subtotal variances may exist due to rounding.
Operating Expenses (Q4 Unaudited) Increase in operating expenses due to the following factors: $ 30.9 Non-cash regulatory disallowance for certain YCGS capital costs 4.9 Depreciation expense due to plant additions and higher depreciation rates 3.6 Wildfire mitigation expense, partly offset by higher base revenues 3.6 Labor and benefits(1) 1.7 Merger-related costs, primarily including consulting and legal fees 1.4 Electric generation maintenance 1.4 Technology implementation and maintenance 0.5 Insurance expense, primarily due to increased wildfire risk premiums 0.3 Uncollectible accounts (0.2) Property and other taxes not recoverable within trackers 3.7 Other $ 51.8 Change in Operating Expense Items Impacting Net Income ($ in millions) Three Months Ended December 31, 2025 2024 Variance Operating & maintenance $ 101.7 $ 60.4 $ 41.3 68.4% Administrative & general 36.4 30.8 5.6 18.2% Property & other taxes 44.8 38.8 6.0 15.5% Depreciation & depletion 61.9 57.0 4.9 8.6% Total Operating Expenses* $ 244.8 $ 187.0 $ 57.8 30.9% $ 6.1 Property and other taxes recovered in trackers, offset in revenue 2.6 Deferred compensation, offset in other income (2.3) Pension and other postretirement benefits, offset in other income(1) (0.4) Operating and maintenance expenses recovered in trackers, offset in revenue $ 6.0 Change in Operating Expense Items Offset Within Net Income $ 57.8 Increase in Operating Expenses *Excluding fuel, purchased supply, and direct transmission expense. (1) In order to present the total change in labor and benefits, we have included the change in the non-service cost component of our pension and other postretirement benefits, which is recorded within other income on our Condensed Consolidated Statements of Income. This change is offset within this table as it does not affect our operating expenses. 43 Appendix
Operating to Net Income (Q4 Unaudited) ($ in millions) Three Months Ended December 31, 2025 2024 Variance Operating Income $ 60.0 $ 91.7 $ (31.7) (34.6%) Interest expense, net (39.2) (35.4) 3.8 10.7% Other income, net 3.0 3.4 (0.4) (11.8%) Income Before Income Taxes 23.8 59.7 (35.9) (60.1%) Income tax benefit 20.9 20.8 0.1 0.5% Net Income $ 44.7 $ 80.6 $ (35.9) (44.5%) 44 Appendix Note: Subtotal variances may exist due to rounding.
Tax Reconciliation (Q4 Unaudited) 45 Appendix
Segment Results (Q4 Unaudited) 46 Appendix *Direct transmission expense excludes depreciation and depletion. (1) Utility Margin is a non-GAAP Measure. See appendix slide titled “Reconciling Gross Margin to Utility Margin” for additional disclosure. (1) Consists of unallocated corporate costs, including merger-related costs, and certain limited unregulated activity within the energy industry.
Electric Segment (Q4 Unaudited) (1) Included within this line is our lighting customer class, for which we have historically counted each lighting district as one customer. We have retroactively modified our customer counts to now reflect each lighting service as a customer as that better aligns with the MWH usage of this customer class. (2) Utility Margin is a non-GAAP Measure. See appendix slide titled “Reconciling Gross Margin to Utility Margin” for additional disclosure. 47 Appendix
Natural Gas Segment (Q4 Unaudited) 48 Appendix (1) Utility Margin is a non-GAAP Measure. See appendix slide titled “Reconciling Gross Margin to Utility Margin” for additional disclosure.
Non-GAAP Financial Measures 49 Appendix Pre-Tax Adjustments ($ Millions) 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Reported GAAP Pre-Tax Income 156.5$ 176.1$ 178.3$ 182.2$ 144.2$ 190.2$ 182.4$ 201.6$ 214.7$ 187.6$ Non-GAAP Adjustments to Pre-Tax Income: Weather 15.2 (3.4) (1.3) (7.3) 9.8 1.1 (8.9) 4.3 10.6 14.4 Lost revenue recovery related to prior periods (14.2) - - - - - - - - - QF liability adjustment - - (17.5) - - (6.9) - - - - Electric tracker disallowance of prior period costs 12.2 - - - 9.9 - - - - - Income tax adjustment - - 9.4 - - - - - - - Community Renewable Energy Project Penalty - - - - - - 2.5 - (2.3) 1.3 Impairment of Alternative Energy Storage Investment - - - - - - - - 4.2 - NWE-BKH Merger Transaction Costs (not tax deductible) - - - - - - - - - 9.3 Regulatory Disallowance of Certain YCGS Capital Costs - - - - - - - - - 31.2 Remove Q4 2025 PCCAM Expense Following Suspension of 90/10 Sharing - - - - - - - - - 2.3 Adjusted Non-GAAP Pre-Tax Income 169.7$ 172.7$ 168.9$ 174.9$ 163.9$ 184.4$ 176.0$ 205.9$ 227.2$ 246.1$ Tax Adjustments to Non-GAAP Items ($ Millions) 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 GAAP Net Income 164.2$ 162.7$ 197.0$ 202.1$ 155.2$ 186.8$ 183.0$ 194.1$ 224.1$ 181.1$ Non-GAAP Adjustments Taxed at 38.5% (12'-17') and 25.3% (18'-current): Weather 9.3 (2.1) (1.0) (5.5) 7.3 0.8 (6.6) 3.2 7.9 10.8 Lost revenue recovery related to prior periods (8.7) - - - - - - - - - QF liability adjustment - - (13.1) - - (5.2) - - - - Electric tracker disallowance of prior period costs 7.5 - - - 7.4 - - - - - Income tax adjustment (12.5) - (12.8) (22.8) - - - - - - Community Renewable Energy Project Penalty - - - - - - 2.5 - (2.3) 1.3 Previously claimed AMT credit - - - - - - - 3.2 - - Release of Unrecognized Tax Benefit - - - - - - - (3.2) (16.9) (7.4) Impairment of Alternative Energy Storage Investment - - - - - - - - 3.1 - Natural Gas Safe Harbor Method Change - - - - - - - - (7.0) - NWE-BKH Merger Transaction Costs (not tax deductible) - - - - - - - - - 9.3 Regulatory Disallowance of Certain YCGS Capital Costs - - - - - - - - - 23.3 Remove Q4 2025 PCCAM Expense Following Suspension of 90/10 Sharing - - - - - - - - - 1.7 Non-GAAP Net Income 159.8$ 160.6$ 170.1$ 173.8$ 169.9$ 182.4$ 178.9$ 197.3$ 208.9$ 220.1$ Non-GAAP Diluted Earnings per Share 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Diluted Average Shares (Millions) 48.5 48.7 50.2 50.8 50.7 51.9 56.3 60.4 61.4 61.5 Reported GAAP Diluted Earnings per Share 3.39$ 3.34$ 3.92$ 3.98$ 3.06$ 3.60$ 3.25$ 3.22$ 3.65$ 2.94$ Non-GAAP Adjustments: Weather 0.19 (0.04) (0.02) (0.11) 0.14 0.01 (0.11) 0.05 0.13 0.18 Lost revenue recovery related to prior periods (0.18) - - - - - - - - - QF liability adjustment - - (0.26) - - (0.10) - - - - Electric tracker disallowance of prior period costs 0.16 - - - 0.15 - - - - - Income tax adjustment (0.26) - (0.25) (0.45) - - - - - - Community Renewable Energy Project Penalty - - - - - - 0.04 - (0.04) 0.02 Previously claimed AMT credit - - - - - - - 0.05 - - Release of Unrecognized Tax Benefit - - - - - - - (0.05) (0.28) (0.12) Impairment of Alternative Energy Storage Investment - - - - - - - - 0.05 - Natural Gas Safe Harbor Method Change - - - - - - - - (0.11) - NWE-BKH Merger Transaction Costs (not tax deductible) - - - - - - - - - 0.15 Regulatory Disallowance of Certain YCGS Capital Costs - - - - - - - - - 0.38 Remove Q4 2025 PCCAM Expense Following Suspension of 90/10 Sharing - - - - - - - - - 0.03 Non-GAAP Diluted Earnings per Share 3.30$ 3.30$ 3.39$ 3.42$ 3.35$ 3.51$ 3.18$ 3.27$ 3.40$ 3.58$
Non-GAAP Financial Measures This presentation includes financial information prepared in accordance with GAAP, as well as other financial measures, such as Utility Margin, Adjusted Non-GAAP pretax income, Adjusted Non-GAAP net income and Adjusted Non-GAAP Diluted EPS that are considered “non-GAAP financial measures.” Generally, a non-GAAP financial measure is a numerical measure of a company’s financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP. We define Utility Margin as Operating Revenues less fuel, purchased supply and direct transmission expense (exclusive of depreciation and depletion) as presented in our Consolidated Statements of Income. This measure differs from the GAAP definition of Gross Margin due to the exclusion of Operating and maintenance, Property and other taxes, and Depreciation and depletion expenses, which are presented separately in our Consolidated Statements of Income. A reconciliation of Utility Margin to Gross Margin, the most directly comparable GAAP measure, is included in this presentation. Management believes that Utility Margin provides a useful measure for investors and other financial statement users to analyze our financial performance in that it excludes the effect on total revenues caused by volatility in energy costs and associated regulatory mechanisms. This information is intended to enhance an investor's overall understanding of results. Under our various state regulatory mechanisms, our supply costs are generally collected from customers. In addition, Utility Margin is used by us to determine whether we are collecting the appropriate amount of energy costs from customers to allow recovery of operating costs, as well as to analyze how changes in loads (due to weather, economic or other conditions), rates and other factors impact our results of operations. Our Utility Margin measure may not be comparable to that of other companies' presentations or more useful than the GAAP information provided elsewhere in this report. Management also believes the presentation of Adjusted Non-GAAP pre-tax income, Adjusted Non-GAAP net income and Adjusted Non-GAAP Diluted EPS is more representative of normal earnings than GAAP pre-tax income, net income and EPS due to the exclusion (or inclusion) of certain impacts that are not reflective of ongoing earnings. The presentation of these non-GAAP measures is intended to supplement investors' understanding of our financial performance and not to replace other GAAP measures as an indicator of actual operating performance. Our measures may not be comparable to other companies' similarly titled measures. 50 Appendix
Additional Merger Related Disclosures 51 Appendix No Offer or Solicitation This document is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Important Information and Where to Find It Black Hills filed a registration statement on Form S-4 (No. 333-293105) with the SEC on January 30, 2026 to register the shares of Black Hill’s capital stock that will be issued to NorthWestern stockholders in connection with the proposed transaction. The registration statement was declared effective on February 6, 2026, at which time Black Hills filed a final prospectus and NorthWestern filed a definitive proxy statement. Black Hills and NorthWestern commenced mailing of the joint proxy statement/prospectus to their respective stockholders on or about February 10, 2026. Investors and security holders are urged to read the registration statement and joint proxy statement/prospectus (and any other documents filed with the SEC in connection with the transaction or incorporated by reference into the joint proxy statement/prospectus) because such documents contain important information regarding the proposed transaction and related matters. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by NorthWestern or Black Hills through the website maintained by the SEC at http://www.sec.gov or by contacting the investor relations department of NorthWestern or Black Hills at travis.meyer@northwestern.com or investorrelations@blackhillscorp.com, respectively. Before making any voting or investment decision, investors and security holders of NorthWestern and Black Hills are urged to read carefully the entire registration statement and joint proxy statement/prospectus, including any amendments thereto when they become available (and any other documents filed with the SEC in connection with the transaction), because they contain or will contain important information about the proposed transaction. Free copies of these documents may be obtained as described above. Participants in Solicitation NorthWestern, Black Hills and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of each of NorthWestern and Black Hills in connection with the proposed transaction. Information regarding the directors and executive officers of NorthWestern and Black Hills and other persons who may be deemed participants in the solicitation of the stockholders of NorthWestern or of Black Hills in connection with the proposed transaction is included in the joint proxy statement/prospectus related to the proposed transaction, which was filed with the SEC on February 6, 2026. Information about the directors and executive officers of NorthWestern and their ownership of NorthWestern common stock can also be found in NorthWestern’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed on February 12, 2026, under the header “Information About Our Executive Officers” and its Proxy Statement on Schedule 14A, which was filed on March 12, 2025, under the headers “Election of Directors” and “Who Owns our Stock”. Information about the directors and executive officers of Black Hills and their ownership of Black Hills common stock can also be found in Black Hills’ filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed on February 11, 2026, under the header “Information About Our Executive Officers,” and its Proxy Statement on Schedule 14A, which was filed on March 14, 2025, under the headers “Election of Directors” and “Security Ownership of Management and Principal Shareholders,” and other documents subsequently filed by Black Hills with the SEC. To the extent any such person's ownership of NorthWestern’s or Black Hills’ securities, respectively, has changed since the filing of such proxy statement, such changes have been or will be reflected on Forms 3, 4 or 5 filed with the SEC. Additional information regarding the interests of such participants are included in the joint proxy statement/prospectus and other relevant documents regarding the proposed transaction filed with the SEC.
Thank youDelivering a bright future 52
FAQ
How did NorthWestern Energy (NWE) perform financially in 2025?
NorthWestern Energy’s 2025 diluted GAAP EPS declined to $2.94 from $3.65, with net income falling to $181.1 million from $224.1 million. However, adjusted diluted non-GAAP EPS increased to $3.58 from $3.40, reflecting stronger underlying utility operations despite higher expenses.
What 2026 earnings guidance did NorthWestern Energy (NWE) provide?
NorthWestern Energy issued 2026 non-GAAP earnings guidance of $3.68 to $3.83 per diluted share. This outlook assumes normal weather, excludes merger-related costs with Black Hills, incorporates Colstrip-related mechanisms, and targets an effective tax rate of roughly 14%–18% with about 61.7 million diluted shares outstanding.
How is NorthWestern Energy’s (NWE) dividend changing after the 2025 results?
NorthWestern Energy’s board approved a 1.5% dividend increase, raising the quarterly common stock dividend to $0.67 per share, payable March 31, 2026, to shareholders of record on March 13, 2026. The company continues to target a long-term dividend payout ratio of 60%–70% of earnings.
What major capital investment plans has NorthWestern Energy (NWE) announced?
NorthWestern Energy announced a $3.2 billion capital investment plan for 2026–2030, a 17% increase over its prior plan. The program is expected to support annual rate base growth of 4%–6% from a 2024 base of about $5.4 billion, including roughly $300 million for South Dakota generation.
What is the status of NorthWestern Energy’s (NWE) merger with Black Hills Corporation?
NorthWestern Energy entered an all-stock merger-of-equals agreement with Black Hills Corporation in August 2025. Regulatory applications have been filed with commissions in Montana, South Dakota, Nebraska, and FERC, the Form S-4 is effective, shareholder meetings are set for April 2, 2026, and closing is anticipated in the second half of 2026.
How did NorthWestern Energy’s utility operations and revenues trend in 2025?
Total 2025 revenues rose to $1,610.6 million from $1,513.9 million, while consolidated utility margin increased to $1,200.8 million, up $120.7 million or 11.2%. Key drivers were higher base rates, stronger electric transmission revenue, increased Montana natural gas transportation, and higher electric and gas retail volumes.
What regulatory or wildfire risk developments affected NorthWestern Energy (NWE) in 2025?
In Montana, the MPSC’s 2025 rate order led to a $30.9 million non-cash disallowance of certain YCGS capital costs. Separately, House Bill 490 was enacted, clarifying and limiting wildfire-related risks and establishing a statutory standard of care, while NorthWestern’s wildfire mitigation plan received regulatory approval in November 2025.
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