Northwestern Corp SEC Filings

NorthWestern Energy (NWE) and Black Hills Corp. advanced their planned merger by filing a joint application with the Nebraska Public Service Commission for approval. The companies state the combination aims to create greater scale, financial stability, and operational expertise while maintaining Nebraska’s regulatory oversight and no changes to customer service or rates.

Under the merger agreement, Brian Bird, NorthWestern’s president and CEO, will lead the combined electric and natural gas utility, and Linn Evans, Black Hills’ CEO, will serve through closing and then retire. The merger requires approvals from commissions in Nebraska, Montana, and South Dakota, as well as the SEC, FERC, clearance under the Hart-Scott-Rodino Act, and approval from both companies’ shareholders. If completed, the combined company would serve about 2.1 million customers across eight states, with closing targeted 12 to 15 months from the August 2025 announcement.

NorthWestern Energy (NWE) and Black Hills Corp. announced plans to merge and filed a joint application with the Montana Public Service Commission for approval. The combined electric and natural gas utility would be led by Brian Bird as president and CEO, with Black Hills’ CEO Linn Evans serving through closing before retiring.

The companies state there will be no changes to energy service or rates for NorthWestern’s Montana customers, and regulatory oversight in Montana remains the same. Approvals will also be sought from regulators in Nebraska and South Dakota, the SEC, FERC, Hart‑Scott‑Rodino, and both companies’ shareholders. If approved, the combined company would serve approximately 2.1 million customers across eight states, with closing expected in late 2026 or early 2027. The merger aims to enhance reliability, resiliency, and long‑term rate stability through operational efficiencies while maintaining local presence in Montana.

NorthWestern Energy Group, Inc. (NWE) reported an insider equity transaction by director Sherina M. Edwards. On 10/06/2025 she was granted 640 shares of common stock under the company’s non-employee director compensation schedule at a grant price shown as $58.61 per share. After the grant, Ms. Edwards beneficially owns 8,304 shares directly. The filing is a standard Section 16 Form 4 reporting a routine, non-derivative grant for director compensation and was signed by a power of attorney on 10/07/2025. The disclosure does not show any sales, option exercises, or derivative transactions associated with this reporting event.

NorthWestern Energy Group, Inc. (NWE) reported a non-derivative insider acquisition: a director received a fourth-quarter 2025 stock grant of $58.61-priced shares. On 10/06/2025 the reporting person acquired 640 shares at a reported price of $58.61, bringing their beneficial ownership to 3,950 shares. The filing identifies the grant as part of the company's 2025 compensation schedule for non-employee directors. The transaction was reported on 10/07/2025 by a power of attorney signature.

NorthWestern Energy Group, Inc. (NWE) non-employee director Ide Britt E received a fourth-quarter stock grant of 640 shares on 10/06/2025 at an indicated per-share price of $58.61, increasing her direct holdings to 13,462 shares. The filing states the grant was awarded under the companys compensation schedule for non-employee directors and that the post-transaction balance includes shares acquired via dividend reinvestment. The transaction was reported on 10/07/2025 and was filed as a Form 4 by one reporting person. This is a routine director equity grant that ties compensation to company stock ownership without revealing additional cash compensation or unusual terms.

NorthWestern Energy Group, Inc. (NWE) director Kent T. Larson received a fourth-quarter stock grant of 640 shares on 10/06/2025 under the company's non-employee director compensation schedule. The shares were issued at a reported price of $58.61 and, after the grant, Mr. Larson beneficially owns 10,367 shares directly. The filing is a routine Section 16 Form 4 reporting an award to a director rather than a market purchase or sale. The form was signed by an authorized representative on 10/07/2025.

Linda G. Sullivan, a director of NorthWestern Energy Group, Inc. (NWE), received a non‑derivative grant of 938 shares of common stock as a fourth‑quarter 2025 stock grant under the company's director compensation schedule. The award was executed on 10/06/2025 at an indicated per‑share price of $58.61. After the grant and including shares acquired through dividend reinvestment, Ms. Sullivan beneficially owns 31,600 shares. The Form 4 was signed by power of attorney on 10/07/2025.

NorthWestern Energy Group, Inc. (NWE) reported a Form 4 showing a non-employee director, Mahvash Yazdi, received 640 shares of common stock on 10/06/2025 as a fourth-quarter stock grant under the company's compensation schedule for non-employee directors. The reported transaction price per share was $58.61, and the reporting person now beneficially owns 20,884 shares, which includes shares acquired through dividend reinvestment. The filing was signed by power of attorney on 10/07/2025.

NorthWestern Energy Group, Inc. entered into Amendment No. 3 to its Term Loan Credit Agreement on September 29, 2025, increasing the total commitment under the Term Loan to $150 million and adding Mizuho Bank, Ltd. as a lender while appointing U.S. Bank as administrative agent. The company has borrowed the full $150 million. The Term Loan is unsecured, bears a variable interest rate based on SOFR plus an applicable margin, and is due on April 10, 2026. Proceeds will be used for general corporate purposes and advances are subject to customary conditions precedent. The loan includes a financial covenant requiring consolidated debt to total capitalization be ≤ 65% and contains customary restrictions on mergers, asset sales, liens, and related-party transactions. The facility may be accelerated on certain events of default, including cross-defaults for indebtedness over $50 million, change of control, and large judgments.