NorthWestern Energy (NWE) CFO reports stock award and tax-share disposition

Rhea-AI Filing Summary

NorthWestern Energy Group VP and CFO Crystal Dawn Lail reported equity compensation activity in the company’s common stock. She acquired 1,260 shares as a grant/award tied to vesting of performance units, and 29 shares were disposed of to cover tax withholding. Following these transactions, she directly owns 30,401 shares, including deferred share units issuable after her service ends.

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

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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^*

Lail Crystal Dawn

(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)

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

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		1,260(2)	A	$68.45(3)	30,430	D
Common Stock	02/24/2026		F		29	D	$0	30,401	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 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.

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) VP and CFO Crystal Dawn Lail report?

Crystal Dawn Lail reported two transactions in NorthWestern Energy common stock. She acquired 1,260 shares through a grant/award and disposed of 29 shares to satisfy tax withholding obligations. These are routine equity compensation and tax-settlement movements rather than open-market purchases or sales.

How many NorthWestern Energy (NWE) shares does Crystal Dawn Lail own after this Form 4?

After the reported transactions, Crystal Dawn Lail directly owns 30,401 shares. This total includes underlying deferred share units that will be issued after she terminates service with the company, as described in the filing’s footnotes, reflecting her accumulated equity-based compensation position.

What was the nature of the 1,260-share acquisition reported by NorthWestern Energy (NWE) CFO?

The 1,260-share acquisition was a grant/award acquisition of common stock. The shares were acquired upon the 12/31/25 vesting of performance units granted under the company’s 2020 Executive Retirement-Retention Plan, representing equity compensation rather than an open-market share purchase.

Why did Crystal Dawn Lail dispose of 29 NorthWestern Energy (NWE) shares on this Form 4?

The 29-share disposition was for tax withholding purposes. The filing classifies it as payment of tax liability by delivering securities, a standard mechanism where a small portion of vested shares is surrendered to cover taxes instead of paying cash to the tax authorities.

At what price were the 1,260 NorthWestern Energy (NWE) shares valued in the CFO’s award?

The acquired 1,260 shares were valued at $68.45 per share. The share price reflects the closing price on 2/11/26, the date when NorthWestern Energy’s Board of Directors approved payout and vesting of the performance-based award described in the Form 4 footnotes.

How are deferred share units treated in Crystal Dawn Lail’s NorthWestern Energy (NWE) holdings?

Deferred share units are included in her reported total holdings. The Form 4 notes that the 30,401 directly owned shares include underlying deferred share units that will be issued only after her termination of service from NorthWestern Energy, aligning with typical executive compensation structures.