Welcome to our dedicated page for Northwestern SEC filings (Ticker: NWE), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The NorthWestern Energy Group, Inc. (NWE) SEC filings page brings together the company’s official disclosures as a regulated electric and natural gas utility. NorthWestern Energy, doing business as NorthWestern Energy, serves customers in Montana, South Dakota, Nebraska, and Yellowstone National Park, and its filings provide detailed insight into how it finances, operates, and governs this regulated utility business.
Investors can review Form 10-K annual reports and Form 10-Q quarterly reports for information on segment operations, electric and natural gas utility revenues, cost structures, regulatory environments, capital investment plans, and risk factors. These reports explain how rate reviews, environmental regulations, and legislative developments affect the company’s financial position and results.
NorthWestern Energy’s Form 8-K current reports are particularly important for tracking material events. Recent 8-K filings describe items such as the Agreement and Plan of Merger with Black Hills Corporation, term loan amendments, bond issuances by subsidiary NorthWestern Corporation, quarterly earnings announcements and guidance, and executive transitions. These filings outline key terms of financing arrangements, merger conditions, and other corporate actions.
Filings related to debt offerings, including Montana First Mortgage Bonds, detail maturity dates, interest rates, covenants, and intended uses of proceeds, such as funding capital expenditures, working capital, and general corporate purposes. Credit agreements and term loans are described with information on covenants, interest calculations, and events of default.
Users can also access proxy materials and governance-related filings, which provide information on board structure, executive compensation programs, and change-in-control arrangements that are relevant in the context of the pending merger with Black Hills Corporation.
Stock Titan enhances these documents with AI-powered summaries that highlight the most important points from lengthy filings, helping readers quickly understand earnings drivers, regulatory developments, financing terms, and merger provisions. Real-time updates from EDGAR ensure that new 10-Ks, 10-Qs, 8-Ks, and other forms are available as soon as they are filed, while specialized views of Form 4 insider transaction reports allow users to monitor trading activity by NorthWestern Energy’s officers and directors.
NorthWestern Energy Group, Inc. (NWE) reported a Form 4 showing a non-employee director, Mahvash Yazdi, received 640 shares of common stock on
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.
NorthWestern Energy Group, Inc. filed a Current Report on Form 8-K stating it furnished a presentation as Exhibit 99.1 under Regulation FD, with the exception of slide 25. The company notes the furnished presentation is not "filed" for Section 18 purposes and generally is not incorporated by reference into securities filings, except as stated. The filing also states that slide 25 of Exhibit 99.1 is incorporated by reference under Item 8.01. The report identifies the document date as September 3, 2025. The submission contains no financial tables, earnings figures, or major transaction disclosures, and primarily documents the presentation furnishing and the limited incorporation of a single slide.
NorthWestern Energy and Black Hills have entered into a merger agreement that sets a latest target closing date of August 18, 2026 with possible extensions up to February 18, 2027 to obtain regulatory approvals. The agreement includes customary termination rights, including termination if required shareholder approval is not obtained or closing is legally prohibited, and a $100 million termination fee payable in specified circumstances. Upon closing, Brian B. Bird (NorthWestern CEO) will become CEO of the combined company and Linden R. Evans (current Black Hills CEO) will retire. Mr. Bird has a Chief Executive Officer Agreement preserving his change-in-control severance for three years post-closing. The Black Hills committee treated the merger as a change-in-control for equity awards so that restricted stock vests at closing and performance RSUs convert to time-based RSUs based on the greater of target or actual performance. Certain schedules and exhibits are omitted and are available upon SEC request.
NorthWestern Energy Group, Inc. filed a current report describing an all-stock merger agreement with Black Hills Corporation. The companies have signed an Agreement and Plan of Merger dated August 18, 2025, providing for NorthWestern and Black Hills to combine in an all-stock transaction through a merger subsidiary. They also released a joint press release and an investor presentation explaining the proposed combination, which are attached as exhibits.
The communication emphasizes that many statements about expected benefits, earnings impact, rate base, investment opportunities, cash flows and capital spending are forward-looking and subject to significant risks and uncertainties, including regulatory and shareholder approvals, potential termination, integration challenges, higher-than-expected costs, and possible legal or regulatory proceedings. Black Hills plans to file a Form S-4 to register the shares it will issue to NorthWestern stockholders, which will include a joint proxy statement/prospectus for both companies’ shareholders.
American Century Investment Management, Inc., American Century Companies, Inc., and the Stowers Institute for Medical Research report they beneficially own 2,952,214 shares of Northwestern Energy Group, Inc., representing 4.8% of the outstanding common stock. The filers disclose sole voting power over 2,838,388 shares and sole dispositive power over 2,952,214 shares. The filing states these securities are held in the ordinary course of business and were not acquired to change or influence control of the issuer.
The filing also clarifies that ACIM is a wholly owned subsidiary of ACC and that ACC is controlled by the Stowers Institute, explaining the relationship among the reporting entities and their shared disclosure.
NorthWestern Energy Group (NWE) – Form 4: On 01 Aug 2025 non-employee director Jan Robert Horsfall was granted 731 deferred share units of common stock at an accounting price of $51.30, classified as an “A” (acquisition) transaction. The award is part of the board’s Q3-2025 compensation schedule; units convert into common shares only after the director’s service ends. Following the grant, Horsfall’s direct beneficial ownership rises to 9,232 shares, a figure that also includes dividend-reinvested shares. No shares were sold, no options or other derivatives were involved, and total company share count is unaffected. The filing reflects routine director compensation and offers a modest signal of insider alignment but carries no material impact on earnings, cash flow, or governance.
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.
On 30 July 2025 NorthWestern Energy Group, Inc. (Nasdaq: NWE) filed a Form 8-K under Items 2.02 and 7.01. The company furnished, but did not formally “file,” a press release and investor presentation that outline second-quarter 2025 results and set full-year diluted-EPS guidance at $3.53 – $3.65. No revenue, margin or cash-flow figures appear in the 8-K text; investors must consult Exhibits 99.1 and 99.2 for detailed data.
Management will discuss the quarter on a webcast and conference call scheduled for 31 July 2025 at 3:30 p.m. ET. Access is via the company’s investor site, with an archive available for one year. The filing states that the furnished materials are exempt from Exchange Act liability and will not be incorporated into Securities Act filings unless specifically referenced. Aside from the guidance disclosure and call logistics, the report cites no acquisitions, financings, leadership changes or other material events.
NorthWestern Energy Group, Inc. (NWE) filed a Form 4 showing that non-employee director Sherina M. Edwards received 731 NWE common shares on 07/01/2025 as part of the company’s Q3-2025 director compensation schedule. The grant, coded “A” (acquisition), is valued at an indicated $51.30 per share and lifts Edwards’ direct holdings to 7,664 shares. No derivative securities were reported, and the transaction was executed under the standard non-employee director plan, not via open-market purchase.
The award represents a routine, small-scale equity issuance unlikely to affect the company’s share count or market dynamics, but it incrementally aligns director interests with shareholders.