Merkel of NorthWestern Energy (NWE) gains stock award, withholds shares for taxes

Rhea-AI Filing Summary

NorthWestern Energy Group VP Jason Merkel reported stock-based compensation activity involving company common stock. He acquired 1,331 shares as a grant/award tied to the 12/31/25 vesting of performance units under the company’s 2023 Long-Term Incentive Program, using a share value of $68.45 set by the Board on 2/11/26. In a separate transaction the same day, 461 shares were disposed of to cover taxes through share withholding. After these award and tax-withholding transactions, Merkel directly holds 5,616 NorthWestern Energy Group common shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Merkel Jason

Role VP - Distribution

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,331	$68.45	$91K
Tax Withholding	Common Stock	461	$0.00	--

Holdings After Transaction: Common Stock — 6,077 shares (Direct)

Footnotes (1)

1. Shares acquired upon 12/31/25 vesting of performance units granted under the company's 2023 Long-Term Incentive Program. Share price is the closing share price on 2/11/26, the date when the company's Board of Directors approved payout and vesting of the award.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Merkel Jason

(Last) (First) (Middle)

1313 NORTH LAST CHANCE GULCH

(Street)

HELENA MT 59601

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NorthWestern Energy Group, Inc. [ NWE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP - Distribution

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/27/2026		A		1,331(1)	A	$68.45(2)	6,077	D
Common Stock	02/27/2026		F		461	D	$0	5,616	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares acquired upon 12/31/25 vesting of performance units granted under the company's 2023 Long-Term Incentive Program.

2. Share price is the closing share price on 2/11/26, the date when the company's Board of Directors approved payout and vesting of the award.

Remarks:

	Emily L. Folsom, by power of attorney	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did NorthWestern Energy Group (NWE) report for Jason Merkel?

NorthWestern Energy Group reported that VP Jason Merkel received 1,331 common shares from the vesting of performance units and had 461 shares withheld to cover taxes. These are compensation-related, not open-market buy or sell transactions.

How many NorthWestern Energy (NWE) shares does Jason Merkel hold after this Form 4?

After the reported award and tax-withholding transactions, Jason Merkel directly holds 5,616 shares of NorthWestern Energy Group common stock. This total reflects both the 1,331-share award and the 461-share tax-withholding disposition.

What was the nature of Jason Merkel’s 1,331-share acquisition in NorthWestern Energy stock?

The 1,331-share acquisition was a grant/award from vesting performance units under NorthWestern Energy’s 2023 Long-Term Incentive Program as of 12/31/25. The Board approved payout and vesting on 2/11/26, using a $68.45 closing share price.

Why were 461 NorthWestern Energy (NWE) shares disposed of in Jason Merkel’s Form 4?

The 461-share disposition is coded as a tax-withholding transaction. Shares were delivered to satisfy tax obligations related to the equity award, rather than being sold in an open-market trade or discretionary sale.

Does Jason Merkel’s Form 4 indicate open-market buying or selling of NWE stock?

The filing does not show open-market buying or selling. It reports an acquisition coded as a grant/award of 1,331 shares and a 461-share tax-withholding disposition, both tied to vested performance units under a long-term incentive plan.