NorthWestern CEO granted 2,587 shares in award

Q: How was the share price determined for the NorthWestern Energy (NWE) CEO’s equity award?

The reference share price of $68.45 reflects the closing price on February 11, 2026. That is the date NorthWestern’s Board of Directors approved payout and vesting of the award tied to performance units vesting on December 31, 2025, under the 2020 Executive Retirement-Retention Plan.

NorthWestern Energy Group President and CEO Brian B. Bird received an equity award and related tax withholding adjustment.

Accepted by SEC EDGAR 02/25/2026 - 03:50 PM EST

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Form Type

Rhea-AI Filing Summary

NorthWestern Energy Group President and CEO Brian B. Bird received an equity award and related tax withholding adjustment. He acquired 2,587 shares of common stock on a grant or award basis at a reference price of $68.45 per share, tied to performance units under the company’s 2020 Executive Retirement-Retention Plan that vested on 12/31/25. To cover taxes, 60 shares were disposed of through a tax-withholding transaction, leaving him with 204,524 directly owned shares, which include deferred share units and shares accumulated through the Employee Stock Purchase Plan and dividend reinvestment.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider BIRD BRIAN B

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,587	$68.45	$177K
Exercise Price or Tax Liability	Common Stock	60	$0.00	$0.00

Holdings After Transaction: Common Stock — 204,524 shares (Direct)

Holdings Before and After: Common Stock, 201,997 to 204,524 shares (Direct)

Footnotes (4)

F1. Includes underlying deferred share units that are issuable subsequent to the reporting person's termination of service from the company.
F2. Shares acquired upon 12/31/25 vesting of performance units granted under the company's 2020 Executive Retirement-Retention Plan.
F3. 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.
F4. Total shares owned includes shares acquired from participation in the company's Employee Stock Purchase Plan and through dividend reinvestment.

FAQ

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What insider transactions did NorthWestern Energy (NWE) report for Brian B. Bird?

NorthWestern Energy reported that President and CEO Brian B. Bird acquired 2,587 common shares through an equity award and disposed of 60 shares for tax withholding. These transactions relate to performance units vesting under the 2020 Executive Retirement-Retention Plan.

Was the NorthWestern Energy (NWE) CEO’s Form 4 transaction a stock purchase or an award?

The transaction was an equity award, not an open-market stock purchase. Brian B. Bird acquired 2,587 common shares upon vesting of performance units granted under NorthWestern’s 2020 Executive Retirement-Retention Plan, with a small portion withheld in shares to satisfy tax obligations.

How many NorthWestern Energy (NWE) shares does Brian B. Bird own after this Form 4?

After these transactions, Brian B. Bird directly owns 204,524 NorthWestern Energy common shares. This total includes shares from vested performance awards, participation in the Employee Stock Purchase Plan, dividend reinvestment, and underlying deferred share units issuable after his termination of service.

Why were 60 NorthWestern Energy (NWE) shares disposed of in the CEO’s Form 4?

The 60-share disposition was a tax-withholding transaction, not an open-market sale. Shares were delivered to cover tax liabilities associated with the equity award payout and vesting approved by NorthWestern’s Board of Directors on February 11, 2026, for performance units vesting December 31, 2025.

What plan governed the NorthWestern Energy (NWE) CEO’s latest equity award?

The award came from NorthWestern’s 2020 Executive Retirement-Retention Plan. Performance units under this plan vested on December 31, 2025, resulting in 2,587 common shares being issued to President and CEO Brian B. Bird as reflected in the reported Form 4 transaction.

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Form 4 Insider Transactions: What Each Field Means →

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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^*

BIRD BRIAN B

(Last)

(First)

(Middle)

3010 WEST 69TH STREET

(Street)

SIOUX FALLS

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
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	02/24/2026		A		2,587⁽²⁾	A	$68.45⁽³⁾	204,584⁽⁴⁾	D
Common Stock	02/24/2026		F		60	D	$0	204,524	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

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

2. Shares acquired upon 12/31/25 vesting of performance units granted under the company's 2020 Executive Retirement-Retention Plan.

3. 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.

4. Total shares owned includes shares acquired from participation in the company's Employee Stock Purchase Plan and through dividend reinvestment.

Remarks:

	Emily L. Folsom, by power of attorney	02/25/2026
	** 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.

Source: View Original Filing on SEC EDGAR