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

Rhea-AI Filing Summary

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

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

Positive

• 2025 diluted-EPS guidance of $3.53–$3.65 offers forward earnings visibility
• Scheduled webcast and slide deck demonstrate transparency and investor engagement

Negative

• No revenue, margin or cash-flow figures included in the 8-K body
• Guidance range breadth provides limited precision on expected performance

Insights

Financial Analyst

TL;DR: NWE furnished FY-25 EPS guidance of $3.53–$3.65; full Q2 numbers sit in exhibits—impact neutral pending details.

The 8-K mainly signals earnings timing rather than performance. Providing a guidance range offers some visibility, but without underlying revenue or cost data investors cannot gauge quality of earnings or trajectory versus prior outlook. Because the information is furnished, it carries no legal weight for liability, limiting its use in litigation-sensitive models. The investor call tomorrow should supply colour on regulatory cost recovery and cap-ex cadence—critical drivers for a regulated utility like NWE. Until those metrics surface, the disclosure is best viewed as routine.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2025

NorthWestern Energy Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-56598

93-2020320

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

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

3010 W. 69th Street

Sioux Falls

South Dakota

57108

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 605-978-2900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Registrant			Title of each class			Trading Symbol(s)			Name of each exchange on which registered
NorthWestern Energy Group, Inc.			Common stock			NWE			Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 2.02    Results of Operations and Financial Condition.

On July 30, 2025, 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 quarter ended June 30, 2025, and announcing earnings guidance for 2025 in the range of $3.53 to $3.65 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 July 31, 2025, at 3:30 p.m. Eastern time to review its financial results. During the conference call, Brian Bird, president and chief executive officer, and Crystal Lail, vice president and chief financial officer, will make a slide presentation (the "Investor Call Presentation") concerning the Company's financial results.

A live webcast of the investor conference call can be accessed from the Company’s website at www.northwesternenergy.com/earnings-registration. To listen and view the slideshow presentation, please go to the site at least 15 minutes in advance of the call to register. An archived webcast will be available shortly after the event 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 presentations 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 presentations 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 July 30, 2025
99.2*						Investor Call Presentation, dated July 31, 2025
104						Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document
* filed herewith

Signatures

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

						NorthWestern Energy Group, Inc.
			By:			/s/ Timothy P. Olson
						Timothy P. Olson
						Corporate Secretary

Date: July 31, 2025

FAQ

What 2025 EPS guidance did NWE provide?

NorthWestern Energy projects $3.53 to $3.65 diluted EPS for full-year 2025.

When is NorthWestern Energy’s Q2 2025 earnings call?

The call and webcast are set for 31 July 2025 at 3:30 p.m. ET.

Where can investors access the NWE webcast and slides?

Visit www.northwesternenergy.com/earnings-registration to register; the archive remains online for one year.

Which exhibits accompanied the Form 8-K?

Ex. 99.1 – Press Release (30 Jul 2025); Ex. 99.2 – Investor Call Presentation (31 Jul 2025); Ex. 104 – Cover Page XBRL.

Is the furnished information considered “filed” with the SEC?

No. The company expressly states the Item 2.02 and 7.01 disclosures are furnished, not filed, and are not subject to Exchange Act §18 liability.