Director Stock Grant Raises NorthWestern (NWE) Holdings to 21,157 Shares

Rhea-AI Filing Summary

NorthWestern Energy Group (NWE) Form 4: On 08/01/2025 independent director Jeffrey W. Yingling received 731 deferred share units of common stock under the company’s Q3-2025 non-employee director compensation schedule. The award is coded “A” (acquisition) and reflects a grant price reference of $51.30 set on 06/30/2025; no cash was paid and no open-market trade occurred.

After this grant, Yingling directly owns 21,157 NWE shares, a figure that already includes dividend-reinvested stock. No derivative securities were reported in Table II.

The filing represents a routine, pre-arranged equity award that modestly increases insider ownership. While it reinforces board-shareholder alignment, the size (<0.002 % of the ~50 M share float) is too small to be considered a material indicator of insider sentiment or near-term fundamentals.

Positive

• Director ownership rises by 731 shares, incrementally aligning board incentives with shareholders.
• Deferred share units vest post-service, fostering a long-term governance focus.

Negative

• Grant is part of routine compensation rather than an open-market purchase, limiting its information value.
• Size is immaterial to float; unlikely to influence stock supply-demand dynamics.

Insights

Equity Analyst

TL;DR: Routine director grant; negligible market impact, mildly positive for alignment.

The 731-unit award is worth roughly $37 k and lifts Yingling’s stake to ~21 k shares (~$1.1 M). Because the grant derives from a standing compensation plan, it carries little predictive value about future price action. Nonetheless, growing insider ownership marginally strengthens governance incentives. No liquidity, leverage or earnings implications arise from this event, so overall market effect is neutral.

Corporate Governance Specialist

TL;DR: Standard deferred share unit award; governance-friendly but immaterial.

Deferred share units convert only after board service ends, encouraging long-term alignment between directors and shareholders. The absence of derivative activity and the inclusion of dividend-reinvested shares provide transparency. However, the transaction is small relative to company size and does not change the power dynamics on the board or trigger any ownership thresholds. Investors should view it as routine housekeeping.

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^*

Yingling Jeffrey W.

(Last) (First) (Middle)

3010 W. 69TH STREET

(Street)

SIOUX FALLS SD 57108

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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	08/01/2025		A		731(1)(2)	A	$51.3(3)	21,157(4)	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. Third quarter stock grant for 2025 received pursuant to the NorthWestern Energy Group, Inc. compensation rate schedule for non-employee directors.

2. Represents underlying deferred share units that are issuable subsequent to the reporting person's termination of service from the company.

3. Grant price as of June 30, 2025. Shares issued as deferred share units on August 1, 2025.

4. Includes shares acquired from dividend reinvestment.

Remarks:

	Emily L. Folsom, by power of attorney	08/01/2025
	** 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

How many NorthWestern Energy (NWE) shares did director Jeffrey Yingling acquire?

He received 731 deferred share units on 08/01/2025.

What is Jeffrey Yingling’s total NWE ownership after the Form 4 transaction?

His direct holdings increased to 21,157 shares.

Was the transaction an open-market purchase?

No. It was a pre-scheduled director compensation grant, coded as an acquisition (A).

At what price were the deferred share units granted?

The reference grant price was $51.30 as of 06/30/2025.

Did the filing report any derivative securities or options?

No derivative securities were reported in Table II.