NorthWestern Energy (NWE) VP granted shares, withholds some for taxes

Rhea-AI Filing Summary

NorthWestern Energy Group VP and General Counsel Shannon Heim reported equity compensation activity in company common stock. Heim acquired 148 shares as a grant tied to the 12/31/25 vesting of performance units from the company’s 2023 Long-Term Incentive Program, valued at $68.45 per share based on the 2/11/26 closing price when the Board approved the payout. In a related tax-withholding disposition, 11 shares were surrendered to cover tax obligations. After these transactions, Heim directly owns 6,869 common shares, a figure that also reflects participation in the Employee Stock Purchase Plan, dividend reinvestment, and underlying deferred share units issuable after termination of service.

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
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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^*

Heim Shannon

(Last) (First) (Middle)

208 N. MONTANA AVE.

SUITE 200

(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 and General Counsel

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	02/24/2026		A		148(2)	A	$68.45(3)	6,880(4)	D
Common Stock	02/24/2026		F		11	D	$0	6,869	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. 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 2023 Long-Term Incentive Program.

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.

FAQ

What insider transactions did NorthWestern Energy (NWE) report for Shannon Heim?

NorthWestern Energy reported that VP and General Counsel Shannon Heim received an equity award of 148 common shares from vested performance units and disposed of 11 shares to cover taxes. These moves reflect routine long‑term incentive and tax‑withholding activity, not open‑market trading.

How many NorthWestern Energy (NWE) shares does Shannon Heim own after this Form 4?

After these transactions, Shannon Heim directly owns 6,869 NorthWestern Energy common shares. This total includes shares accumulated through the Employee Stock Purchase Plan, dividend reinvestment, and underlying deferred share units that will be issued after termination of service.

What was the nature of the 148-share acquisition by Shannon Heim at NorthWestern Energy (NWE)?

The 148-share acquisition represents stock received upon the 12/31/25 vesting of performance units granted under NorthWestern Energy’s 2023 Long-Term Incentive Program. The value was based on the $68.45 closing price when the Board approved payout and vesting on 2/11/26.

Why did Shannon Heim dispose of 11 NorthWestern Energy (NWE) shares on this Form 4?

The 11-share disposition was a tax-withholding transaction, where shares were delivered to satisfy tax liabilities tied to the equity award. This type of code F transaction is administrative and does not represent an open‑market sale by the executive.

Do Shannon Heim’s reported holdings in NorthWestern Energy (NWE) include deferred share units?

Yes. The reported total holdings for Shannon Heim include underlying deferred share units that will be issued after termination of service. The total also reflects contributions from the Employee Stock Purchase Plan and dividend reinvestment, in addition to directly held common shares.