NorthWestern Energy Group, Inc. SEC Filings

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.

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.