Every 8-K that NorthWestern Energy Group, Inc. (NWE) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow NWE and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NWE filings page.
NorthWestern Energy Group, Inc. (NWE) reported that its CFO, Crystal Lail, and investor relations officer, Travis Meyer, are presenting at the Barclays 40th Annual Energy‑Power Conference and are affirming 2026 non‑GAAP EPS guidance of $3.68 to $3.83 per diluted share.
The company reiterated a long‑term growth plan from a 2024 base, targeting 4% to 6% annual EPS and rate base growth, supported by a $3.2 billion five‑year capital plan, including about $300 million for South Dakota generation. Guidance assumes an effective tax rate of roughly 14%–18% and about 61.8 million diluted shares. NorthWestern also highlighted the pending merger with Black Hills, for which most regulatory and shareholder approvals have been obtained, with Montana approval as the key remaining condition.
NorthWestern Energy Group reported stronger second-quarter 2026 results, with revenue of $392.6 million and net income of $25.0 million, or GAAP diluted EPS of $0.40, compared with $21.2 million and $0.35 a year earlier. Adjusted non-GAAP diluted EPS rose to $0.50 from $0.40 as utility margin increased to $302.8 million. Growth was driven mainly by new base rates, higher electric and gas retail volumes, and contributions from acquired Colstrip interests, partly offset by higher generation maintenance, merger-related expenses, depreciation, and interest costs.
For the first half of 2026, net income was $88.5 million, or $1.43 per diluted share, versus $98.2 million and $1.60 in 2025, reflecting unfavorable weather and rising operating expenses. The company affirmed 2026 non-GAAP EPS guidance of $3.68–$3.83 per diluted share, long-term EPS and rate base growth targets of 4%–6%, and a record $683 million 2026 capital plan within a $3.2 billion 2026–2030 program. Liquidity stood at $339.2 million as of June 30, 2026.
NorthWestern highlighted progress on its pending all-stock merger of equals with Black Hills Corporation, noting approvals from the Federal Energy Regulatory Commission and utility commissions in Nebraska and South Dakota, with only Montana approval outstanding and closing anticipated by year-end 2026. The board declared a $0.67 per-share quarterly dividend payable September 1, 2026, with revised record and payment dates aligned to the merger’s dividend coordination provisions.
NorthWestern Energy Group, Inc. reported that its wholly owned subsidiary, NorthWestern Energy Public Service Corporation, issued and sold $150 million principal amount of South Dakota First Mortgage Bonds. The bonds were issued on June 15, 2026, bear a fixed interest rate of 5.51%, and mature on June 15, 2036.
The SD Bonds are secured under an existing mortgage indenture and a new Twenty-third Supplemental Indenture with The Bank of New York Mellon as trustee. They rank equally with other first-mortgage secured debt and include customary covenants and events of default, allowing acceleration and potential enforcement against mortgaged property if a default occurs. NWE Public Service may redeem the bonds early at a make-whole price.
NorthWestern Energy Group, Inc., through its subsidiary NorthWestern Corporation, entered into a new $225 million secured term loan with a bank syndicate. The company immediately borrowed the full amount and used the proceeds to repay part of the outstanding balance under its existing $425 million unsecured revolving credit facility, effectively refinancing a portion of its debt.
The term loan bears variable interest based on SOFR plus a margin, matures on November 26, 2027, and cannot be reborrowed once repaid. It is secured by a matching $225 million first mortgage bond issued under the company’s long‑standing mortgage indenture, and includes a financial covenant limiting the consolidated debt to capitalization ratio to no more than 65 percent, along with customary restrictive covenants and default provisions.
NorthWestern Energy Group, Inc. is affirming its 2026 non-GAAP earnings guidance of $3.68 to $3.83 per diluted share while meeting investors on a non-deal roadshow and at a utilities conference. Management reiterates a long-term target of 4%-6% EPS and rate base growth from a 2024 adjusted EPS base of $3.40 and estimated rate base of $5.38 billion.
The company highlights a $3.21 billion five-year capital plan through 2030, expected to support 4%-6% annual earnings and rate base growth, and continues to target FFO-to-debt above 14%, a 50%-55% debt-to-capitalization range, and a 60%-70% dividend payout ratio. The materials also describe progress on the pending merger with Black Hills, including shareholder approvals, FERC approval, and key state regulatory milestones, as well as wildfire liability reforms in South Dakota that support its risk management framework.
NorthWestern Energy Group is using an investor presentation at several utility conferences to reaffirm its 2026 non-GAAP earnings guidance of $3.68 to $3.83 per diluted share. The company outlines a regulated utility strategy built on a largely carbon-free power mix, customer growth in Montana and South Dakota, and a five-year capital plan of about $3.21 billion aimed at driving 4%–6% annual EPS and rate base growth from a 2024 base.
The materials also highlight the pending merger with Black Hills Corporation, which would create a combined utility serving more than 2.1 million customers with an estimated total rate base of roughly $11 billion and a higher long-term EPS growth target of 5%–7%, subject to remaining regulatory approvals. NorthWestern emphasizes maintaining investment-grade credit metrics, targeting an FFO-to-debt ratio above 14%, a 50%–55% debt-to-capitalization range, and a long-term dividend payout ratio of 60%–70%, while planning equity issuance beginning in 2027 to help fund South Dakota generation investments.
NorthWestern Energy Group, Inc. is furnishing an investor presentation used at the AGA Financial Conference and affirming its 2026 non-GAAP earnings guidance of $3.68 to $3.83 per diluted share. The guidance assumes about 4% to 6% EPS and rate base growth from a 2024 base, supported by a $3.21 billion five-year capital plan and a target FFO-to-debt ratio above 14%.
The materials describe a pending merger with Black Hills Corporation that would create a combined utility serving more than 2.1 million customers and targeting 5% to 7% EPS growth with roughly $11 billion of total rate base. NorthWestern highlights a largely regulated electric and gas business, about 52% carbon-free owned and contracted supply, and a long history of dividend growth with a targeted 60% to 70% payout ratio. The presentation also emphasizes wildfire liability reforms in Montana and South Dakota, planned wildfire mitigation programs, and large-load and data center opportunities that may require incremental generation and transmission investment.
NorthWestern Energy Group, Inc. held its Annual Meeting of Stockholders on April 30, 2026, with strong participation. A total of 55,972,114 shares were represented in person or by proxy, reflecting over 91% of the 61,499,066 shares entitled to vote.
Stockholders elected all nine incumbent directors to one-year terms expiring at the 2027 annual meeting. They also ratified Deloitte & Touche LLP as independent registered public accounting firm for 2026 and approved, on an advisory basis, executive compensation for the company’s named executive officers.
NorthWestern Energy Group reported mixed first quarter 2026 results while advancing a major merger and growth projects. GAAP diluted EPS was $1.03 versus $1.25 a year ago as net income fell to $63.5 million from $76.9 million, driven by weaker retail volumes and higher operating, merger, Colstrip and depreciation costs.
Non-GAAP diluted EPS rose to $1.31 from $1.22, reflecting adjustments for unfavorable weather, merger costs, PCCAM changes and Avista Colstrip interests. Revenue increased to $497.6 million from $466.6 million, and utility margin grew to $352.0 million from $328.4 million, helped by Montana electric base rate increases and Puget Colstrip margins.
The company affirmed 2026 non-GAAP EPS guidance of $3.68–$3.83 per diluted share and long‑term EPS and rate base growth of 4%–6%, supported by a $3.2 billion 2026‑2030 capital plan and a record $683 million 2026 capital program. A quarterly dividend of $0.67 per share is payable June 30, 2026.
NorthWestern highlighted progress on its all‑stock merger of equals with Black Hills Corporation, including shareholder approvals, regulatory settlements in Montana, Nebraska and South Dakota, and expiration of the Hart‑Scott‑Rodino waiting period, with closing targeted in the second half of 2026. The company also detailed Colstrip acquisitions, South Dakota wildfire liability reforms, data center development agreements and a planned $300 million, 131 MW South Dakota gas plant, alongside a $150 million bond issuance at 5.51% to refinance $60 million of 2.80% bonds.
NorthWestern Energy Group, Inc. reported that its stockholders approved the proposed all-stock merger with Black Hills Corp. at a Special Meeting held on April 2, 2026. Shareholders representing 52,543,649 common shares, about 85 percent of the 61,443,620 shares outstanding and entitled to vote, were present in person or by proxy.
Stockholders voted overwhelmingly to adopt the Merger Agreement, approve on an advisory basis the merger-related compensation for named executive officers, and authorize potential adjournment of the meeting. Upon closing, Black Hills and NorthWestern Energy plan to combine as Bright Horizon Energy Corporation, a regulated energy company serving customers across eight states, subject to federal and state regulatory approvals and other customary closing conditions, with completion expected in the second half of 2026.
NorthWestern Energy Group, Inc. approved a 2026 annual cash incentive plan and a 2026 long-term equity incentive program for executives and other employees. The short-term plan pays cash bonuses for 2026 based on individual performance and company results in net income, safety, reliability, and customer satisfaction, with financial performance weighted at 55% and the other three categories at 15% each.
Executive targets under the 2026 cash plan range up to 100% of base salary for the CEO, with lower percentages for other named officers. The long-term program grants restricted share units sized as a percentage of salary, with CEO targets at 325% of base salary and three other named officers between 65% and 150%. These RSUs generally vest on December 31, 2028, subject to continued employment, with accelerated vesting on certain change in control, death, disability, retirement, or qualifying involuntary termination events and specific provisions that exclude the pending merger with Black Hills Corporation from the standard change in control definition.
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.
NorthWestern Energy Group (NWE) said its subsidiary, NorthWestern Corporation, reopened its March 2025 issuance and sold an additional $100 million of Montana First Mortgage Bonds due 2030, bringing total 2030 Notes outstanding to $500 million. The new bonds carry a 5.073% coupon with semi-annual payments on March 21 and September 21, starting March 21, 2026.
The bonds were placed to qualified institutional buyers under Rule 144A and to non‑U.S. persons under Regulation S, without Securities Act registration. Proceeds are intended for future capital expenditures, working capital (including revolver paydown), and general corporate purposes. The bonds rank equally with other first‑lien mortgage debt and are redeemable at par on or after February 21, 2030, plus accrued interest.
NorthWestern Energy Group (Nasdaq: NWE) reaffirmed its adjusted 2025 non-GAAP earnings guidance of $3.53 to $3.65 per diluted share. Company leadership will attend the 60th EEI Financial Conference on November 10–11, 2025, and host one-on-one meetings with investors.
The slide presentation used for these meetings was furnished under Regulation FD as Exhibit 99.1 and incorporated by reference; it is not deemed “filed” for liability purposes.
NorthWestern Energy Group, Inc. (NWE) reported a leadership transition. John Hines, Vice President — Supply / Montana Government Affairs, will retire from his position effective February 2, 2026.
The company recognized his 20 years of service, including nearly 15 years as Vice President, noting contributions to rebuilding the Montana electric portfolio after deregulation, maintaining resource adequacy in Montana and South Dakota, and modernizing older generation assets.
NorthWestern Energy Group (NWE) furnished an 8-K announcing quarterly results and reaffirmed full-year 2025 earnings guidance at $3.53 to $3.65 per diluted share. The company discussed financial results for the quarter ended September 30, 2025, via a press release furnished as Exhibit 99.1.
The company will host an investor conference call and webcast on October 30, 2025, at 3:30 p.m. Eastern to review results, with CEO Brian Bird and CFO Crystal Lail presenting accompanying slides furnished as Exhibit 99.2. A live and archived webcast will be available on the company’s website. The materials are furnished, not filed, under the Exchange Act.
NorthWestern Energy Group, Inc. entered into Amendment No. 3 to its Term Loan Credit Agreement on September 29, 2025, increasing the total commitment under the Term Loan to $150 million and adding Mizuho Bank, Ltd. as a lender while appointing U.S. Bank as administrative agent. The company has borrowed the full $150 million. The Term Loan is unsecured, bears a variable interest rate based on SOFR plus an applicable margin, and is due on April 10, 2026. Proceeds will be used for general corporate purposes and advances are subject to customary conditions precedent. The loan includes a financial covenant requiring consolidated debt to total capitalization be ≤ 65% and contains customary restrictions on mergers, asset sales, liens, and related-party transactions. The facility may be accelerated on certain events of default, including cross-defaults for indebtedness over $50 million, change of control, and large judgments.
NorthWestern Energy Group, Inc. filed a Current Report on Form 8-K stating it furnished a presentation as Exhibit 99.1 under Regulation FD, with the exception of slide 25. The company notes the furnished presentation is not "filed" for Section 18 purposes and generally is not incorporated by reference into securities filings, except as stated. The filing also states that slide 25 of Exhibit 99.1 is incorporated by reference under Item 8.01. The report identifies the document date as September 3, 2025. The submission contains no financial tables, earnings figures, or major transaction disclosures, and primarily documents the presentation furnishing and the limited incorporation of a single slide.
NorthWestern Energy and Black Hills have entered into a merger agreement that sets a latest target closing date of August 18, 2026 with possible extensions up to February 18, 2027 to obtain regulatory approvals. The agreement includes customary termination rights, including termination if required shareholder approval is not obtained or closing is legally prohibited, and a $100 million termination fee payable in specified circumstances. Upon closing, Brian B. Bird (NorthWestern CEO) will become CEO of the combined company and Linden R. Evans (current Black Hills CEO) will retire. Mr. Bird has a Chief Executive Officer Agreement preserving his change-in-control severance for three years post-closing. The Black Hills committee treated the merger as a change-in-control for equity awards so that restricted stock vests at closing and performance RSUs convert to time-based RSUs based on the greater of target or actual performance. Certain schedules and exhibits are omitted and are available upon SEC request.
NorthWestern Energy Group, Inc. filed a current report describing an all-stock merger agreement with Black Hills Corporation. The companies have signed an Agreement and Plan of Merger dated August 18, 2025, providing for NorthWestern and Black Hills to combine in an all-stock transaction through a merger subsidiary. They also released a joint press release and an investor presentation explaining the proposed combination, which are attached as exhibits.
The communication emphasizes that many statements about expected benefits, earnings impact, rate base, investment opportunities, cash flows and capital spending are forward-looking and subject to significant risks and uncertainties, including regulatory and shareholder approvals, potential termination, integration challenges, higher-than-expected costs, and possible legal or regulatory proceedings. Black Hills plans to file a Form S-4 to register the shares it will issue to NorthWestern stockholders, which will include a joint proxy statement/prospectus for both companies’ shareholders.
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.