NWE / NorthWestern Energy Group, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

NorthWestern Energy Group, Inc.
US ˙ NasdaqGS ˙ US6680743050

Mga Batayang Estadistika
LEI 3BPWMBHR1R9SHUN7J795
CIK 73088
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to NorthWestern Energy Group, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
February 13, 2024 SC 13G/A

NWE / NorthWestern Energy Group, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0101-northwesternenergygro.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 15)* Name of issuer: Northwestern Energy Group Inc Title of Class of Securities: Common Stock CUSIP Number: 668074305 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate

December 7, 2023 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 1-10499 NorthWestern Corporation (Exact name of registrant as specified in

December 6, 2023 EX-99.1

Wells Fargo 22nd Annual Utilities Symposium New York | December 6, 2023 8-K December 06, 2023 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning

Wells Fargo 22nd Annual Utilities Symposium New York | December 6, 2023 8-K December 06, 2023 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

December 6, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2023 NorthWestern Ene

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2023 NorthWestern Energy Group, Inc. NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 000-56598 93-2020320 Delaware 1-10499 46-0172

December 5, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2023 NorthWestern Energy Group, Inc. NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 000-56598 93-2020320 Delaware 1-10499 46-017

December 5, 2023 EX-10.2

$200,000,000 CREDIT AGREEMENT NORTHWESTERN ENERGY PUBLIC SERVICE CORPORATION NORTHWESTERN ENERGY GROUP, INC. as the Borrowers, The Several Lenders from Time to Time Parties Hereto, BOFA SECURITIES, INC., MIZUHO BANK, LTD. and U.S. BANK NATIONAL ASSOC

$200,000,000 CREDIT AGREEMENT among NORTHWESTERN ENERGY PUBLIC SERVICE CORPORATION and NORTHWESTERN ENERGY GROUP, INC.

December 5, 2023 EX-10.1

SECOND AMENDED AND RESTATED CREDIT AGREEMENT NORTHWESTERN CORPORATION, as Borrower, The Several Lenders from Time to Time as Parties Hereto, BOFA SECURITIES, INC., MIZUHO BANK, LTD. and U.S. BANK NATIONAL ASSOCIATION as Joint Lead Arrangers, MIZUHO B

SECOND AMENDED AND RESTATED CREDIT AGREEMENT among NORTHWESTERN CORPORATION, as Borrower, The Several Lenders from Time to Time as Parties Hereto, BOFA SECURITIES, INC.

November 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2023 NorthWestern En

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2023 NorthWestern Energy Group, Inc. NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 000-56598 93-2020320 Delaware 1-10499 46-017

November 13, 2023 EX-99.1

58th Annual EEI Financial Conference Phoenix, AZ | November 2023 8-K November 13, 2023 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the

58th Annual EEI Financial Conference Phoenix, AZ | November 2023 8-K November 13, 2023 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

October 27, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2023 NorthWestern Energy Group, Inc. NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 000-56598 93-2020320 Delaware 1-10499 46-0172

October 27, 2023 EX-10.1(A)

10.1(a)–NorthWestern Energy Group, Inc., Deferred Compensation Plan for Non-Employee Directors, as amended and renamed effective October 2, 2023.

NORTHWESTERN ENERGY GROUP, INC. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS Effective February 1, 2005 As Amended December 15, 2005 As Amended October 31, 2007 As Amended April 21, 2010 As Amended (and Renamed) October 2, 2023 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 ARTICLE 2 ELIGIBILITY 4 2.1 Requirements for Participation 4 2.2 Enrollment Procedure 4 ARTICLE 3 PARTICIPANTS’ DEFE

October 27, 2023 EX-99.2

2023 Third Quarter Earnings Webcast October 27, 2023 Western Montana 8-K October 27, 2023 2 Mission Working together to deliver safe, reliable and affordable energy solutions. Vision Enriching lives through a safe and sustainable energy future. Value

2023 Third Quarter Earnings Webcast October 27, 2023 Western Montana 8-K October 27, 2023 2 Mission Working together to deliver safe, reliable and affordable energy solutions.

October 27, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56598 Commi

October 27, 2023 EX-99.1

NorthWestern Reports Third Quarter 2023 Financial Results Company reports GAAP diluted earnings per share of $0.48 for the quarter; affirms $510 million capital plan for 2023; initiates earnings guidance for 2023 and 2024 and increases long-term earn

NorthWestern Energy Group, Inc. d/b/a NorthWestern Energy 3010 W. 69th Street Sioux Falls, SD 57108 www.northwesternenergy.com FOR IMMEDIATE RELEASE NorthWestern Reports Third Quarter 2023 Financial Results Company reports GAAP diluted earnings per share of $0.48 for the quarter; affirms $510 million capital plan for 2023; initiates earnings guidance for 2023 and 2024 and increases long-term earni

October 27, 2023 EX-10.1(B)

10.1(b)–NorthWestern Energy Group, Inc. Amended and Restated Equity Compensation Plan, as amended and restated effective October 2, 2023.

NorthWestern Energy Group, Inc. Amended and Restated Equity Compensation Plan Effective March 10, 2005 Amended October 31, 2007 Amended and Restated February 23, 2011 Amended and Restated April 8, 2011 Amended and Restated (and Renamed) February 18, 2014 Amended and Restated February 11, 2021 Amended and Restated (and Renamed) October 2, 2023 NorthWestern Energy Group, Inc. Amended and Restated Eq

October 2, 2023 S-8 POS

As filed with the Securities and Exchange Commission on October 2, 2023

As filed with the Securities and Exchange Commission on October 2, 2023 Registration No.

October 2, 2023 EX-2.(A)

(incorporated by reference to Exhibit

Exhibit 2(a) AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”), entered into as of October 2, 2023, by and among NorthWestern Corporation d/b/a NorthWestern Energy, a Delaware corporation (the “Company”), NorthWestern Energy Group, Inc.

October 2, 2023 S-8 POS

As filed with the Securities and Exchange Commission on October 2, 2023

As filed with the Securities and Exchange Commission on October 2, 2023 Registration No.

October 2, 2023 S-8 POS

As filed with the Securities and Exchange Commission on October 2, 2023

As filed with the Securities and Exchange Commission on October 2, 2023 Registration No.

October 2, 2023 S-8 POS

As filed with the Securities and Exchange Commission on October 2, 2023

As filed with the Securities and Exchange Commission on October 2, 2023 Registration No.

October 2, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2023 NorthWestern Corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2023 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organizati

October 2, 2023 S-8 POS

As filed with the Securities and Exchange Commission on October 2, 2023

As filed with the Securities and Exchange Commission on October 2, 2023 Registration No.

October 2, 2023 S-8 POS

As filed with the Securities and Exchange Commission on October 2, 2023

As filed with the Securities and Exchange Commission on October 2, 2023 Registration No.

October 2, 2023 POSASR

As filed with the Securities and Exchange Commission on October 2, 2023

As filed with the Securities and Exchange Commission on October 2, 2023 Registration Statement No.

October 2, 2023 EX-3.(A)

Certificate of Merger, dated October 2, 2023.

Exhibit 3(a) STATE OF DELAWARE CERTIFICATE OF MERGER OF DOMESTIC CORPORATIONS Pursuant to Title 8, Section 251 (g) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger: FIRST: The name of the surviving Delaware corporation is NorthWestern Corporation , and the name of the Delaware corporation being merged into this surviving corporation is NorthWestern Energy Merger Company .

October 2, 2023 S-8 POS

As filed with the Securities and Exchange Commission on October 2, 2023

As filed with the Securities and Exchange Commission on October 2, 2023 Registration No.

October 2, 2023 S-8 POS

As filed with the Securities and Exchange Commission on October 2, 2023

As filed with the Securities and Exchange Commission on October 2, 2023 Registration No.

October 2, 2023 S-8 POS

As filed with the Securities and Exchange Commission on October 2, 2023

As filed with the Securities and Exchange Commission on October 2, 2023 Registration No.

October 2, 2023 POSASR

As filed with the Securities and Exchange Commission on October 2, 2023

As filed with the Securities and Exchange Commission on October 2, 2023 Registration Statement No.

September 13, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2023 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organiz

September 13, 2023 EX-99.1

Investor Update September 2023 8-K September 13, 2023 Rowe Dam at Mystic Lake, Montana 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the

Investor Update September 2023 8-K September 13, 2023 Rowe Dam at Mystic Lake, Montana 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

July 25, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10499 NORTHWESTERN

July 25, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2023 NorthWestern Corpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2023 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization

July 25, 2023 EX-99.1

NorthWestern Reports Second Quarter 2023 Financial Results Company reports GAAP diluted earnings per share of $0.32 for the quarter, affirms $510 million capital plan for 2023 and announces a $0.64 per share quarterly dividend payable September 29, 2

NorthWestern Corporation d/b/a NorthWestern Energy 3010 W. 69th Street Sioux Falls, SD 57108 www.northwesternenergy.com FOR IMMEDIATE RELEASE NorthWestern Reports Second Quarter 2023 Financial Results Company reports GAAP diluted earnings per share of $0.32 for the quarter, affirms $510 million capital plan for 2023 and announces a $0.64 per share quarterly dividend payable September 29, 2023 BUTT

July 25, 2023 EX-99.2

2023 Second Quarter Earnings Webcast July 26, 2023 Beethoven Wind, South Dakota 8-K July 24, 2023 Presenting Today 2 Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the

exh992investorpresq223 2023 Second Quarter Earnings Webcast July 26, 2023 Beethoven Wind, South Dakota 8-K July 24, 2023 Presenting Today 2 Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

July 6, 2023 EX-4.2

Exhibit 4.5 - Loan Agreement, dated as of June 1, 2023, by and between the City of Forsyth, Rosebud County, Montana, and NorthWestern Corporation (incorporated by reference to Exhibit 4.2 of NorthWestern Corporation's Current Report on Form 8-K, dated June 29, 2023, Commission File No. 1-10499).

Loan Agreement between City of Forsyth, Rosebud County, Montana and NorthWestern Corporation Dated as of June 1, 2023 Relating to $144,660,000 Pollution Control Revenue Refunding Bonds (NorthWestern Corporation Colstrip Project) Series 2023 The amounts payable to the City of Forsyth, Rosebud County, Montana (the “Issuer”), and certain other rights of the Issuer under this Loan Agreement and in the first mortgage bonds of NorthWestern Corporation (the “Company”) that shall be delivered by the Company in accordance with Section 5.

July 6, 2023 EX-4.3

Exhibit 4.6 - Bond Delivery Agreement, dated as of June 1, 2023, between NorthWestern Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.3 of NorthWestern Corporation's Current Report on Form 8-K, dated June 29, 2023, Commission File No. 1-10499).

BOND DELIVERY AGREEMENT BETWEEN NORTHWESTERN CORPORATION AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, As TRUSTEE Dated as of June 1, 2023 City of Forsyth, Rosebud County, Montana, Pollution Control Revenue Refunding Bonds (Northwestern Corporation Colstrip Project) Series 2023 THIS AGREEMENT, made and entered into as of June 29, 2023 (the “Agreement”), by and between NorthWestern Corporation

July 6, 2023 EX-4.1

Exhibit 4.4 - Indenture, dated as of June 1, 2023 between City of Forsyth, Rosebud County, Montana and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of NorthWestern Corporation's Current Report on Form 8-K, dated June 29, 2023, Commission File No. 1-10499).

Indenture of Trust between City of Forsyth, Rosebud County, Montana and U.S. Bank Trust Company, National Association, as Trustee Dated as of June 1, 2023 Authorizing $144,660,000 Pollution Control Revenue Refunding Bonds (NorthWestern Corporation Colstrip Project) Series 2023 Table of Contents1 Section Heading Page Parties 1 Recitals 1 Grant Clause 2 Article I Definitions 3 Section 1.01. Definiti

July 6, 2023 EX-4.4

Forty-fourth Supplemental Indenture, dated as of June 1, 2023, between NorthWestern Corporation and

NORTHWESTERN CORPORATION TO THE BANK OF NEW YORK MELLON (formerly The Bank of New York) AND MARY MISELIS As Trustees under Mortgage and Deed of Trust, dated as of October 1, 1945, with NorthWestern Corporation FORTY-FOURTH SUPPLEMENTAL INDENTURE Providing, among other things, First Mortgage Bonds, 3.

July 6, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2023 NorthWestern Corpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2023 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization

June 15, 2023 424B3

Up to $200,000,000 NorthWestern Corporation Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-253047 Supplement dated June 15, 2023 To Prospectus Supplement dated April 23, 2021 (To Prospectus dated February 12, 2021) Up to $200,000,000 NorthWestern Corporation Common Stock —————————— This supplement (this “Supplement”) supplements the prospectus supplement, dated April 23, 2021 (the “Prospectus Supplement”), providing for the offer and

June 15, 2023 EX-1.1

ontreal as forward purchasers and J.P. Morgan Securities LLC, BofA Securities, Inc., CIBC World Markets Corp. and BMO Capital Markets Corp., as sales agents and forward sellers

EX-1.1 2 exh11amendmentno1toeda.htm EX-1.1 AMENDMENT TO EQUITY DISTRIBUTION AGREEMENT NORTHWESTERN CORPORATION AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT June 15, 2023 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 BMO Capital Markets Corp. 151 W 42nd Street, 32nd Floor New York, New York 10036 BofA Securities, Inc. One Bryant Park New York, New York 10036 CIBC World

June 15, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 NorthWestern Corpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization

June 9, 2023 EX-4.2

Exhibit 4.3 — Forty-third Supplemental Indenture, dated as of May 1, 2023, between the Company and The Bank of New York Mellon and Mary Miselis, as trustees. (incorporated by reference to Exhibit 4.2 of NorthWestern Corporation's Current Report on Form 8-K, dated June 5, 2023, Commission File No. 1-10499).

EX-4.2 3 exh4243rdsupplementalinden.htm EX-4.2 43RD SUPPLEMENTAL INDENTURE NORTHWESTERN CORPORATION TO THE BANK OF NEW YORK MELLON (formerly The Bank of New York) AND MARY MISELIS As Trustees under Mortgage and Deed of Trust, dated as of October 1, 1945, with NorthWestern Corporation FORTY-THIRD SUPPLEMENTAL INDENTURE Providing, among other things, for the increase in the maximum amount to be secu

June 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023 NorthWestern Corpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization)

June 9, 2023 EX-4.1

— Nineteenth Supplemental Indenture, dated as of June 1, 2023, between the Company and The Bank of New York Mellon, as trustee. (incorporated by reference to Exhibit 4.1 of NorthWestern Corporation's Current Report on Form 8-K, dated June 5, 2023, Commission File No. 1-10499).

THIS NINETEENTH SUPPLEMENTAL INDENTURE, dated as of June 1, 2023 (the “Supplemental Indenture”), is made by and between NORTHWESTERN CORPORATION (formerly known as NorthWestern Public Service Company), a corporation organized and existing under the laws of the State of Delaware (the “Company”), the post office address of which is 3010 West 69th Street, Sioux Falls, South Dakota 57108, and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York (successor to JPMorgan Chase Bank, N.

June 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 NorthWestern Corpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization)

June 8, 2023 EX-99.1

Mizuho | Mid-Cap Conference June 2023 8-K June 8, 2023 Madison Dam 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provis

exh991miz23 Mizuho | Mid-Cap Conference June 2023 8-K June 8, 2023 Madison Dam 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

June 7, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2023 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization)

June 7, 2023 EX-99.1

NorthWestern Energy names Bleau LaFave vice president of asset management and business development

NorthWestern Corporation d/b/a NorthWestern Energy 11 East Park Street Butte, Montana 59701 www.

May 19, 2023 EX-99.1

American Gas Association | Financial Forum May 2023 8-K May 19, 2023 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” prov

American Gas Association | Financial Forum May 2023 8-K May 19, 2023 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

May 19, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2023 NorthWestern Corpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2023 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization)

May 5, 2023 EX-4.1

— Eighteenth Supplemental Indenture, dated as of May 1, 2023, between the Company and The Bank of New York Mellon, as trustee. (incorporated by reference to Exhibit 4.1 of NorthWestern Corporation's Current Report on Form 8-K, dated May 1, 2023, Commission File No. 1-10499).

EX-4.1 2 exh4118thsuppindenture.htm EX-4.1 18TH SUPPLEMENTAL INDENTURE THIS EIGHTEENTH SUPPLEMENTAL INDENTURE, dated as of May 1, 2023 (the “Supplemental Indenture”), is made by and between NORTHWESTERN CORPORATION (formerly known as NorthWestern Public Service Company), a corporation organized and existing under the laws of the State of Delaware (the “Company”), the post office address of which i

May 5, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 NorthWestern Corporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization)

May 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2023 NorthWestern Corpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2023 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organizatio

April 28, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10499 NORTHWESTER

April 28, 2023 EX-99.2

Annual Meeting of Shareholders April 28, 2023 Rainbow Dam - Montana 2 NWE’s President & CEO – Brian Bird Brian B. Bird • Current position since January 2023 • President & Chief Operating Officer 2021-2022 • Vice President & Chief Financial Officer 20

exh992annmtgpres23 Annual Meeting of Shareholders April 28, 2023 Rainbow Dam - Montana 2 NWE’s President & CEO – Brian Bird Brian B.

April 28, 2023 EX-99.3

2023 First Quarter Earnings Webcast April 28, 2023 Overlooking Billings, Montana Presenting Today 2 Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” pr

exh993investorpresq123 2023 First Quarter Earnings Webcast April 28, 2023 Overlooking Billings, Montana Presenting Today 2 Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

April 28, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 NorthWestern Corpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organizatio

April 28, 2023 EX-99.1

NorthWestern Reports First Quarter 2023 Financial Results Company reports GAAP diluted earnings per share of $1.05 for the quarter, affirms $510 million capital plan for 2023 and announces a $0.64 per share quarterly dividend payable June 30, 2023

NorthWestern Corporation d/b/a NorthWestern Energy 3010 W. 69th Street Sioux Falls, SD 57108 www.northwesternenergy.com FOR IMMEDIATE RELEASE NorthWestern Reports First Quarter 2023 Financial Results Company reports GAAP diluted earnings per share of $1.05 for the quarter, affirms $510 million capital plan for 2023 and announces a $0.64 per share quarterly dividend payable June 30, 2023 BUTTE, MT

April 5, 2023 EX-99.1

NORTHWESTERN CORPORATION THE BANK OF NEW YORK MELLON (formerly The Bank of New York) MARY MISELIS As Trustees under Mortgage and Deed of Trust, dated as of October 1, 1945, with NorthWestern Corporation FORTY-SECOND SUPPLEMENTAL INDENTURE Providing,

NORTHWESTERN CORPORATION TO THE BANK OF NEW YORK MELLON (formerly The Bank of New York) AND MARY MISELIS As Trustees under Mortgage and Deed of Trust, dated as of October 1, 1945, with NorthWestern Corporation FORTY-SECOND SUPPLEMENTAL INDENTURE Providing, among other things, for the succession of Mary Miselis to Beata Harvin as Co-Trustee under such Mortgage and Deed of Trust, and First Mortgage Bonds, 5.

April 5, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 NorthWestern Corpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organizatio

April 5, 2023 EX-99.2

ARTICLE I. DESCRIPTION OF FIRST MORTGAGE BONDS, 5.57% SERIES DUE MARCH 30, 2033

THIS SEVENTEENTH SUPPLEMENTAL INDENTURE, dated as of March 1, 2023 (the “Supplemental Indenture”), is made by and between NORTHWESTERN CORPORATION (formerly known as NorthWestern Public Service Company), a corporation organized and existing under the laws of the State of Delaware (the “Company”), the post office address of which is 3010 West 69th Street, Sioux Falls, South Dakota 57108, and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York (successor to JPMorgan Chase Bank, N.

April 5, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 NorthWestern Corpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization

April 5, 2023 EX-99.1

NorthWestern Energy reaches multiparty settlement agreement in Montana Electric and Natural Gas Regulatory Rate Review

NorthWestern Corporation d/b/a NorthWestern Energy 11 East Park Street Butte, Montana 59701 www.

March 15, 2023 EX-99.1

Siebert Williams West Coast Utilities Conference March 15-16 2023 8-K March 15, 2023 Ryan Dam Great Falls, Montana 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statement

exh991westcoast23 Siebert Williams West Coast Utilities Conference March 15-16 2023 8-K March 15, 2023 Ryan Dam Great Falls, Montana 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

March 15, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2023 NorthWestern Corpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2023 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organizatio

March 14, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

March 14, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

March 8, 2023 SC 13G/A

NWE / Northwestern Corp. / LAZARD ASSET MANAGEMENT LLC Passive Investment

SCHEDULE 13G CUSIP No: 668074305 1)NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Lazard Asset Management LLC 2)CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)o (b)o 3)SEC USE ONLY 4)CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5)SOLE VOTING POWER: 0 6)SHARED VOTING POWER: - 7)SOLE DISPOSITIVE PO

February 27, 2023 EX-99.1

BofA 2023 Power, Utilities & Clean Energy Conference February / March 2023 8-K February 27, 2023 Ryan Dam Great Falls, Montana 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looki

exh991invpresfeb23 BofA 2023 Power, Utilities & Clean Energy Conference February / March 2023 8-K February 27, 2023 Ryan Dam Great Falls, Montana 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

February 27, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023 NorthWestern Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organiza

February 23, 2023 EX-99.1

NorthWestern Corporation Performance Unit Award Agreement (Granted Under the Amended and Restated Equity Compensation Plan)

Exhibit 99.1 NorthWestern Corporation Performance Unit Award Agreement (Granted Under the Amended and Restated Equity Compensation Plan) The long-term incentive program is designed to provide eligible employees of NorthWestern Corporation (together with its subsidiaries, the “Company”) with a reward for their service with the Company for the Performance Period January 1, 2023, through December 31,

February 23, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2023 NorthWestern Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2023 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organiza

February 23, 2023 EX-99.2

NorthWestern Corporation Restricted Share Unit Award Agreement (Granted Under the Amended and Restated Equity Compensation Plan)

Exhibit 99.2 NorthWestern Corporation Restricted Share Unit Award Agreement (Granted Under the Amended and Restated Equity Compensation Plan) This restricted share unit award to Grantee will be governed by this Agreement and the NorthWestern Corporation Amended and Restated Equity Compensation Plan (the “Plan”). In consideration of the mutual promises and covenants contained in this Agreement, the

February 17, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10499 NORTHWESTERN COR

February 17, 2023 EX-4.5

DESCRIPTION OF SECURITIES

Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of the common stock of NorthWestern Corporation, a Delaware corporation is a summary of the general terms thereof and is qualified in its entirety by the provisions of our certificate of incorporation, as amended and restated (the “certificate of incorporation”), and bylaws, as amended and restated (the “bylaws”), copies of both of wh

February 17, 2023 EX-99.2

2022 Full Year Earnings Webcast February 17, 2023 Presenting Today 2 Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securit

2022 Full Year Earnings Webcast February 17, 2023 Presenting Today 2 Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

February 17, 2023 EX-21

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT Name State of Jurisdiction of Incorporation or Limited Partnership The Clark Fork and Blackfoot, L.L.C. Montana NorthWestern Services, LLC Delaware Canadian-Montana Pipe Line Corporation Canada Risk Partners

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT Name State of Jurisdiction of Incorporation or Limited Partnership The Clark Fork and Blackfoot, L.

February 17, 2023 EX-99.1

NorthWestern Reports 2022 Financial Results Company reports GAAP diluted earnings per share of $3.25 for 2022, announces a $510 million capital plan for 2023 and a 1.6% increase to the quarterly dividend - to $0.64 per share - payable March 31, 2023

NorthWestern Corporation d/b/a NorthWestern Energy 3010 W. 69th Street Sioux Falls, SD 57108 www.northwesternenergy.com NorthWestern Reports 2022 Financial Results Company reports GAAP diluted earnings per share of $3.25 for 2022, announces a $510 million capital plan for 2023 and a 1.6% increase to the quarterly dividend - to $0.64 per share - payable March 31, 2023 BUTTE, MT / SIOUX FALLS, SD -

February 17, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2023 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organiza

February 9, 2023 SC 13G/A

NWE / NorthWestern Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0091-northwesterncorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 14)* Name of issuer: NorthWestern Corp. Title of Class of Securities: Common Stock CUSIP Number: 668074305 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designat

February 8, 2023 SC 13G/A

NWE / NorthWestern Corp / AMERICAN CENTURY INVESTMENT MANAGEMENT INC - SC 13G/A Passive Investment

SC 13G/A 1 northwesterncorp13g-a2.htm SC 13G/A United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* NORTHWESTERN CORP (Name of Issuer) COMMON STOCK (Title of Class of Securities) 668074305 (CUSIP Number) DECEMBER 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

January 17, 2023 EX-99.2

NorthWestern Energy enters into strategic agreement to secure reliable, cost effective energy service for Montana

NorthWestern Corporation d/b/a NorthWestern Energy 11 East Park Street Butte, Montana 59701 www.

January 17, 2023 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2023 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organizat

January 17, 2023 EX-2.1

Exhibit 2.1 - Colstrip Units 3&4 Interests Abandonment and Acquisition Agreement, dated as of January 16, 2023, by and between Avista Corporation and Northwestern Corporation (incorporated by reference to Exhibit 2.1 of NorthWestern Corporation's Current Report on Form 8-K, dated January 17, 2023, Commission File No. 1-10499).

EX-2.1 2 exh2-1agreement.htm EX-2.1 ACQUISITION AGREEMENT Execution Version COLSTRIP UNITS 3&4 INTERESTS ABANDONMENT AND ACQUISITION AGREEMENT by and between AVISTA CORPORATION and NORTHWESTERN CORPORATION Dated as of January 16, 2023 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 Section 1.1 Certain Defined Terms 1 Section 1.2 Interpretation 11 ARTICLE 2 ABANDONMENT AND ACQUISITION OF THE COLSTRIP UNI

January 17, 2023 EX-99.1

8-K January 17, 2023 NorthWestern enters an agreement to secure reliable, cost-effective energy services for Montanans 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking state

8-K January 17, 2023 NorthWestern enters an agreement to secure reliable, cost-effective energy services for Montanans 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

January 5, 2023 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2022 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organiza

December 19, 2022 EX-99.2

NorthWestern Corporation Executive Retirement/Retention Program Restricted Share Unit Award Agreement (Granted Under the Amended and Restated Equity Compensation Plan)

Exhibit 99.2 NorthWestern Corporation Executive Retirement/Retention Program Restricted Share Unit Award Agreement (Granted Under the Amended and Restated Equity Compensation Plan) The Executive Retirement/Retention Program is designed to provide the executives of NorthWestern Corporation (together with its subsidiaries, the ?Company?) with a reward for their years of service with the Company when

December 19, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2022 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organiza

December 19, 2022 EX-99.1

NORTHWESTERN ENERGY 2023 ANNUAL INCENTIVE PLAN

Exhibit 99.1 NORTHWESTERN ENERGY 2023 ANNUAL INCENTIVE PLAN I. Introduction NorthWestern Energy (NorthWestern) utilizes the 2023 Annual Incentive Plan (Plan) to reward non-represented employees for their contributions toward achieving desired business results. II. Plan Objectives This Plan is designed to achieve the following objectives: ?Align the interests of shareholders, customers and employee

December 7, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2022 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organizat

December 7, 2022 EX-99.1

Wells Fargo Utility Symposium December 7, 2022 8-K December 7, 2022 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provi

Wells Fargo Utility Symposium December 7, 2022 8-K December 7, 2022 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995.

December 1, 2022 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2022 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organiza

November 14, 2022 EX-99.1

EEI Financial Conference November 2022 8-K November 14, 2022 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provisions o

exh991eeipres22 EEI Financial Conference November 2022 8-K November 14, 2022 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

November 14, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organiza

November 3, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2022 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organizat

November 3, 2022 EX-10.1

$100,000,000 CREDIT AGREEMENT NORTHWESTERN CORPORATION, as Borrower, The Several Lenders from Time to Time Parties Hereto, MIZUHO BANK, LTD., BMO CAPITAL MARKETS CORP. and KEYBANK NATIONAL ASSOCIATION as Joint Lead Arrangers, BMO CAPITAL MARKETS CORP

EXECUTION VERSION $100,000,000 CREDIT AGREEMENT among NORTHWESTERN CORPORATION, as Borrower, The Several Lenders from Time to Time Parties Hereto, MIZUHO BANK, LTD.

October 25, 2022 EX-99.2

2022 Third Quarter Earnings Webcast October 25, 2022 Rainbow Dam, MT Presenting Today 2 Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provisions of

2022 Third Quarter Earnings Webcast October 25, 2022 Rainbow Dam, MT Presenting Today 2 Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995.

October 25, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

VERSION 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-104

October 25, 2022 EX-99.1

NorthWestern Reports Third Quarter 2022 Financial Results Company reports GAAP diluted earnings per share of $0.47 for the quarter, narrows 2022 earnings guidance, remains on track for 2022 capital plan and announces a $0.63 per share quarterly divid

NorthWestern Corporation d/b/a NorthWestern Energy 3010 W. 69th Street Sioux Falls, SD 57108 www.northwesternenergy.com FOR IMMEDIATE RELEASE NorthWestern Reports Third Quarter 2022 Financial Results Company reports GAAP diluted earnings per share of $0.47 for the quarter, narrows 2022 earnings guidance, remains on track for 2022 capital plan and announces a $0.63 per share quarterly dividend paya

October 25, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2022 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organizat

September 22, 2022 EX-99.1

Sidoti Virtual Conference September 2022 8-K September 22, 2022 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provision

Sidoti Virtual Conference September 2022 8-K September 22, 2022 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995.

September 22, 2022 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2022 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organiz

September 22, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2022 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organiz

August 31, 2022 EX-99.1

NorthWestern Energy Announces Heather Grahame Retirement and New Executive Appointments

NorthWestern Corporation d/b/a NorthWestern Energy 3010 W. 69th Street Sioux Falls, SD 57108 www.northwesternenergy.com FOR IMMEDIATE RELEASE NorthWestern Energy Announces Heather Grahame Retirement and New Executive Appointments BUTTE, MT / SIOUX FALLS, S.D. ? August 31, 2022 ? NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWE) today announced that Heather Grahame will retire as gen

August 31, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2022 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organizati

August 9, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2022 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organizatio

August 9, 2022 EX-99.1

Montana General Rate Review Summary August 8, 2022  Requested base rate increase supports over a billion dollars invested in Montana critical infrastructure, while keeping operating costs below the rate of inflation, since our last rate reviews. (Te

Montana General Rate Review Summary August 8, 2022 ? Requested base rate increase supports over a billion dollars invested in Montana critical infrastructure, while keeping operating costs below the rate of inflation, since our last rate reviews.

August 1, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2022 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization

August 1, 2022 EX-99.1

NorthWestern Energy Welcomes New Board Member

NorthWestern Corporation d/b/a NorthWestern Energy 3010 W. 69th Street Sioux Falls, SD 57108 www.northwesternenergy.com FOR IMMEDIATE RELEASE NorthWestern Energy Welcomes New Board Member BUTTE, MT / SIOUX FALLS, SD ? August 1, 2022 ? NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWE) today announced that its board of directors recently elected Kent T. Larson as a director to a term

July 28, 2022 EX-99.1

NorthWestern Energy CEO Bob Rowe announces his plan to retire

NorthWestern Corporation d/b/a NorthWestern Energy 3010 W. 69th Street Sioux Falls, SD 57108 www.northwesternenergy.com FOR IMMEDIATE RELEASE NorthWestern Energy CEO Bob Rowe announces his plan to retire BUTTE, MT / SIOUX FALLS, S.D. ? July 28, 2022 ? NorthWestern Energy announced today that Bob Rowe will retire as chief executive officer and a member of NorthWestern Energy?s board of directors at

July 28, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2022 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization

July 28, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2022 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization

July 28, 2022 EX-99.2

2022 Second Quarter Earnings Webcast July 28, 2022 Sunrise from Swords Park | Billings, MT Presenting Today 2 Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe

2022 Second Quarter Earnings Webcast July 28, 2022 Sunrise from Swords Park | Billings, MT Presenting Today 2 Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995.

July 28, 2022 EX-99.1

NorthWestern Reports Second Quarter 2022 Financial Results Company reports GAAP diluted earnings per share of $0.54 for the quarter, affirms 2022 earnings guidance, remains on track for 2022 capital plan and announces a $0.63 per share quarterly divi

NorthWestern Corporation d/b/a NorthWestern Energy 3010 W. 69th Street Sioux Falls, SD 57108 www.northwesternenergy.com FOR IMMEDIATE RELEASE NorthWestern Reports Second Quarter 2022 Financial Results Company reports GAAP diluted earnings per share of $0.54 for the quarter, affirms 2022 earnings guidance, remains on track for 2022 capital plan and announces a $0.63 per share quarterly dividend pay

July 28, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10499 NORTHWESTERN

June 28, 2022 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2022 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization

May 23, 2022 EX-10.1

$425,000,000 AMENDED AND RESTATED CREDIT AGREEMENT NORTHWESTERN CORPORATION, as Borrower, The Several Lenders from Time to Time Parties Hereto, BOFA SECURITIES, INC., MIZUHO BANK, LTD. and U.S. BANK NATIONAL ASSOCIATION as Joint Lead Arrangers, MIZUH

Execution Version Published CUSIP Numbers: Deal: 66807PAT7 Revolving Credit Facility: 66807PAU4 $425,000,000 AMENDED AND RESTATED CREDIT AGREEMENT among NORTHWESTERN CORPORATION, as Borrower, The Several Lenders from Time to Time Parties Hereto, BOFA SECURITIES, INC.

May 23, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2022 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization)

May 17, 2022 EX-99.1

AGA Financial Forum May 16-19, 2022 8-K May 16, 2022 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provisions of the Pr

AGA Financial Forum May 16-19, 2022 8-K May 16, 2022 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995.

May 17, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2022 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization)

May 5, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2022 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organizatio

April 29, 2022 EX-99.1

NorthWestern Reports First Quarter 2022 Financial Results Company reports GAAP diluted earnings per share of $1.08 for the quarter, affirms 2022 earnings guidance and announces a $0.63 per share quarterly dividend payable June 30, 2022

NorthWestern Corporation d/b/a NorthWestern Energy 3010 W. 69th Street Sioux Falls, SD 57108 www.northwesternenergy.com FOR IMMEDIATE RELEASE NorthWestern Reports First Quarter 2022 Financial Results Company reports GAAP diluted earnings per share of $1.08 for the quarter, affirms 2022 earnings guidance and announces a $0.63 per share quarterly dividend payable June 30, 2022 BUTTE, MT / SIOUX FALL

April 29, 2022 EX-99.2

Annual Meeting of Shareholders April 29, 2022 Thompson Falls Dam - Montana 2 NWE’s CEO – Bob Rowe Robert C. Rowe • Current position since August 2008 • Board member since August 2008 • 20-plus years energy and utility industry experience • Co-Chair o

Annual Meeting of Shareholders April 29, 2022 Thompson Falls Dam - Montana 2 NWE?s CEO ? Bob Rowe Robert C.

April 29, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2022 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organizatio

April 29, 2022 EX-99.3

2022 First Quarter Earnings Webcast April 29, 2022 Black Eagle Dam at Sunset Presenting Today 2 Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provis

2022 First Quarter Earnings Webcast April 29, 2022 Black Eagle Dam at Sunset Presenting Today 2 Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995.

April 29, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10499 NORTHWESTER

March 17, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2022 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organizatio

March 17, 2022 EX-99.1

Siebert Williams Shank | West Coast Utilities Virtual Conference March 17, 2022 8-K March 17, 2022 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the mea

Siebert Williams Shank | West Coast Utilities Virtual Conference March 17, 2022 8-K March 17, 2022 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995.

March 7, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

March 7, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

March 3, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2022 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization

March 3, 2022 EX-99.1

NorthWestern Energy announces Net Zero by 2050 commitment

NorthWestern Corporation d/b/a NorthWestern Energy 3010 W. 69th Street Sioux Falls, SD 57108 www.northwesternenergy.com FOR IMMEDIATE RELEASE: NorthWestern Energy announces Net Zero by 2050 commitment BUTTE, MT/SIOUX FALLS,SD ? March 3, 2022 ? NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWE) announces our goal to reach net zero carbon emissions by 2050 while continuing our commitme

March 2, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2022 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization

March 2, 2022 EX-99.1

Bank of America | Power, Utilities and Alternative Energy Leaders Conference March 2, 2022 8-K March 2, 2022 Mystic Lake Dam, west of Red Lodge, MT 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there

Bank of America | Power, Utilities and Alternative Energy Leaders Conference March 2, 2022 8-K March 2, 2022 Mystic Lake Dam, west of Red Lodge, MT 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995.

February 16, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2022 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organiza

February 16, 2022 EX-99.1

NorthWestern Corporation Performance Unit Award Agreement (Granted Under the Amended and Restated Equity Compensation Plan)

Exhibit 99.1 NorthWestern Corporation Performance Unit Award Agreement (Granted Under the Amended and Restated Equity Compensation Plan) The long-term incentive program is designed to provide eligible employees of NorthWestern Corporation (together with its subsidiaries, the ?Company?) with a reward for their service with the Company for the Performance Period January 1, 2022, through December 31,

February 14, 2022 EX-99.1

NorthWestern Reports 2021 Financial Results Company reports GAAP diluted earnings per share of $3.60 for 2021, affirms 2022 earnings guidance and announces a 1.6% increase to the quarterly dividend - to $0.63 per share - payable March 31, 2022

NorthWestern Corporation d/b/a NorthWestern Energy 3010 W. 69th Street Sioux Falls, SD 57108 www.northwesternenergy.com FOR IMMEDIATE RELEASE NorthWestern Reports 2021 Financial Results Company reports GAAP diluted earnings per share of $3.60 for 2021, affirms 2022 earnings guidance and announces a 1.6% increase to the quarterly dividend - to $0.63 per share - payable March 31, 2022 BUTTE, MT / SI

February 14, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2022 NorthWestern Corp (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization) (

February 14, 2022 EX-FILING FEES

Calculation of Filing Fee Tables FORM S-8 Registration Statement Under the Securities Act of 1933 (Form Type) NorthWestern Corporation NorthWestern Energy (Exact Name of Registrant as Specified in its Charter)

Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 Registration Statement Under the Securities Act of 1933 (Form Type) NorthWestern Corporation d/b/a NorthWestern Energy (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title (1) Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximu

February 14, 2022 S-8

As filed with the Securities and Exchange Commission on February 14, 2022

As filed with the Securities and Exchange Commission on February 14, 2022 Registration No.

February 14, 2022 EX-99.2

2021 - Full Year Earnings Webcast February 14, 2022 Helena, Montana Presenting Today 2 Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provisions of t

2021 - Full Year Earnings Webcast February 14, 2022 Helena, Montana Presenting Today 2 Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995.

February 11, 2022 EX-21

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT Name State of Jurisdiction of Incorporation or Limited Partnership The Clark Fork and Blackfoot, L.L.C. Montana NorthWestern Services, LLC Delaware Canadian-Montana Pipe Line Corporation Canada Risk Partners

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT Name State of Jurisdiction of Incorporation or Limited Partnership The Clark Fork and Blackfoot, L.

February 11, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10499 NORTHWESTERN COR

February 11, 2022 EX-4.5

DESCRIPTION OF SECURITIES

Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of the common stock of NorthWestern Corporation, a Delaware corporation is a summary of the general terms thereof and is qualified in its entirety by the provisions of our certificate of incorporation, as amended and restated (the ?certificate of incorporation?), and bylaws, as amended and restated (the ?bylaws?), copies of both of wh

February 10, 2022 SC 13G

NWE / NorthWestern Corp / LAZARD ASSET MANAGEMENT LLC Passive Investment

r13gajapanequity-cover SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION STATEMENT PURSUANT TO RULES 13d-1(b), (c), and (d) and 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 NorthWestern Corp (Name of Issuer) Common Stock (Title of Class of Securities) 668074305 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement

February 9, 2022 SC 13G/A

NWE / NorthWestern Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: NorthWestern Corp. Title of Class of Securities: Common Stock CUSIP Number: 668074305 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ?

February 4, 2022 SC 13G/A

NWE / NorthWestern Corp / AMERICAN CENTURY INVESTMENT MANAGEMENT INC - SC 13G/A Passive Investment

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* NORTHWESTERN CORP (Name of Issuer) COMMON STOCK (Title of Class of Securities) 668074305 (CUSIP Number) DECEMBER 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

December 30, 2021 CORRESP

December 30, 2021

December 30, 2021 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

December 20, 2021 EX-99.1

NORTHWESTERN ENERGY 2022 ANNUAL INCENTIVE PLAN

Exhibit 99.1 NORTHWESTERN ENERGY 2022 ANNUAL INCENTIVE PLAN I. Introduction NorthWestern Energy (NorthWestern) utilizes the 2022 Annual Incentive Plan (Plan) to reward non-represented employees for their contributions toward achieving desired business results. II. Plan Objectives This Plan is designed to achieve the following objectives: ?Align the interests of shareholders, customers and employee

December 20, 2021 EX-99.2

NorthWestern Corporation Executive Retirement/Retention Program Restricted Share Unit Award Agreement (Granted Under the Amended and Restated Equity Compensation Plan)

Exhibit 99.2 NorthWestern Corporation Executive Retirement/Retention Program Restricted Share Unit Award Agreement (Granted Under the Amended and Restated Equity Compensation Plan) The Executive Retirement/Retention Program is designed to provide the executives of NorthWestern Corporation (together with its subsidiaries, the ?Company?) with a reward for their years of service with the Company when

December 20, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2021 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organiza

December 8, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2021 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organizat

December 8, 2021 EX-99.1

Wells Fargo Virtual Midstream, Utility & Renewable Symposium December 8, 2021 8-K’ed on December 8, 2021 Pintlers Mountains, Montana 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward

Wells Fargo Virtual Midstream, Utility & Renewable Symposium December 8, 2021 8-K?ed on December 8, 2021 Pintlers Mountains, Montana 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995.

December 7, 2021 SC 13G/A

NWE / NorthWestern Corp / JPMORGAN CHASE & CO - FILING NORTHWESTERN CORP Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* NORTHWESTERN CORP (Name of Issuer) Common stock (Title of Class of Securities) 668074305 (CUSIP Number) November 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

November 19, 2021 EX-10.2

[Remainder of page intentionally left blank]

Exhibit 10.2 November 17, 2021 To: NorthWestern Corporation 3010 W. 69th Street Sioux Falls, South Dakota 57108 From: Bank of America, N.A. Dear Sirs, The purpose of this letter agreement (this ?Confirmation?) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the ?Transaction?). This Confirmation constitutes a ?Confirmation? as ref

November 19, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2021 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organiza

November 19, 2021 EX-99.1

NorthWestern Corporation Announces Commencement of Public Offering of Common Stock

Exhibit 99.1 NorthWestern Corporation d/b/a NorthWestern Energy 3010 W. 69th Street Sioux Falls, SD 57108 FOR IMMEDIATE RELEASE NorthWestern Corporation Announces Commencement of Public Offering of Common Stock BUTTE, MT / SIOUX FALLS, SD ? November 15, 2021 ? NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWE) announced today that it plans to conduct a registered public offering, sub

November 19, 2021 EX-10.1

[Remainder of page intentionally left blank]

Exhibit 10.1 November 16, 2021 To: NorthWestern Corporation 3010 W. 69th Street Sioux Falls, South Dakota 57108 From: Bank of America, N.A. Dear Sirs, The purpose of this letter agreement (this ?Confirmation?) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the ?Transaction?). This Confirmation constitutes a ?Confirmation? as ref

November 19, 2021 EX-1.1

6,074,767 Shares NorthWestern Corporation Common Stock, $0.01 Par Value UNDERWRITING AGREEMENT

Exhibit 1.1 6,074,767 Shares NorthWestern Corporation Common Stock, $0.01 Par Value UNDERWRITING AGREEMENT November 16, 2021 BofA Securities, Inc. One Bryant Park New York, New York 10036 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 As Representatives of the Several Underwriters BofA Securities, Inc. One Bryant Park New York, New York 10036 As Forward Seller Bank of Ameri

November 19, 2021 EX-99.2

NorthWestern Corporation Announces Pricing of Public Offering of Common Stock

Exhibit 99.2 NorthWestern Corporation d/b/a NorthWestern Energy 3010 W. 69th Street Sioux Falls, SD 57108 FOR IMMEDIATE RELEASE NorthWestern Corporation Announces Pricing of Public Offering of Common Stock BUTTE, MT / SIOUX FALLS, SD ? November 17, 2021 ? NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWE) announced today that it has priced its public offering of 6,074,767 shares of i

November 18, 2021 424B2

CALCULATION OF REGISTRATION FEE

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(2)? ?Registration No. 333-253047? CALCULATION OF REGISTRATION FEE ? ? Title of each class of securities to be registered ? ? ? Proposed maximum aggregate offering price(1) ? ? ? Amount of registration fee(2) ? Common Stock, $0.01 par value per share ? ? ? ? $ 373,750,037 ? ? ? ? ? $ 34,647 ? ? ? (1) Assuming exercise in full of the underwriters? opt

November 15, 2021 424B5

SUBJECT TO COMPLETION, DATED NOVEMBER 15, 2021

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

November 8, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2021 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organizat

November 8, 2021 EX-99.1

EEI Financial Conference November 7-9, 2021 8-K’ed on November 8, 2021 Madison Dam - Montana 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning o

EEI Financial Conference November 7-9, 2021 8-K?ed on November 8, 2021 Madison Dam - Montana 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995.

October 25, 2021 EX-99.1

NorthWestern Reports Third Quarter 2021 Financial Results Company reports GAAP diluted earnings per share of $0.68 for the quarter, affirms 2021 earnings guidance range, and announces a $0.62 per share quarterly dividend payable December 31, 2021

NorthWestern Corporation d/b/a NorthWestern Energy 3010 W. 69th Street Sioux Falls, SD 57108 www.northwesternenergy.com FOR IMMEDIATE RELEASE NorthWestern Reports Third Quarter 2021 Financial Results Company reports GAAP diluted earnings per share of $0.68 for the quarter, affirms 2021 earnings guidance range, and announces a $0.62 per share quarterly dividend payable December 31, 2021 BUTTE, MT /

October 25, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2021 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organizat

October 25, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10499 NORTHWE

October 25, 2021 EX-99.2

2021 Third Quarter Earnings Webcast October 25, 2021 Presenting Today 2 Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provisions of the Private Secu

2021 Third Quarter Earnings Webcast October 25, 2021 Presenting Today 2 Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995.

September 22, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2021 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organiz

September 22, 2021 EX-99.1

Sidoti Small-Cap Investor Conference September 22-23, 2021 8-K’ed on September 22, 2021 Madison Dam - Montana 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements wit

Sidoti Small-Cap Investor Conference September 22-23, 2021 8-K?ed on September 22, 2021 Madison Dam - Montana 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995.

September 9, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2021 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organiza

September 9, 2021 EX-99.1

Barclays Energy-Power Conference September 9, 2021 8-K’ed on September 9, 2021 Fort Benton, MT 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning

Barclays Energy-Power Conference September 9, 2021 8-K?ed on September 9, 2021 Fort Benton, MT 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995.

July 28, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2021 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization

July 28, 2021 EX-99.1

NorthWestern Reports Second Quarter 2021 Financial Results Company reports GAAP diluted earnings per share of $0.72 for the quarter, narrows 2021 earnings guidance, and announces a $0.62 per share quarterly dividend payable September 30, 2021

NorthWestern Corporation d/b/a NorthWestern Energy 3010 W. 69th Street Sioux Falls, SD 57108 www.northwesternenergy.com FOR IMMEDIATE RELEASE NorthWestern Reports Second Quarter 2021 Financial Results Company reports GAAP diluted earnings per share of $0.72 for the quarter, narrows 2021 earnings guidance, and announces a $0.62 per share quarterly dividend payable September 30, 2021 BUTTE, MT / SIO

July 28, 2021 EX-99.2

2021 Second Quarter Earnings Webcast July 28, 2021 O’Dell Creek - Montana Presenting Today 2 Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provision

2021 Second Quarter Earnings Webcast July 28, 2021 O?Dell Creek - Montana Presenting Today 2 Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995.

July 28, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10499 NORTHWESTERN

July 28, 2021 EX-10.4

between Northwestern Energy and

PROCUREMENT CONTRACT NOMINAL 175 MW POWER PLANT LAUREL, MONTANA EFFECTIVE: APRIL 19, 2021 CAT KTR 222044 NW MAT 0001030 1 Laurel, Montana ? NW/Caterpillar Procurement Contract THIS PROCUREMENT CONTRACT (the ?Contract?) is made as of the 19th day of April, 2021 (the ?Effective Date?) by and between NorthWestern Corporation doing business as NorthWestern Energy, a Delaware corporation (?NorthWestern?) and Caterpillar Power Generation Systems, LLC, a Delaware limited liability company (?Seller?) (each a ?Party? and collectively the ?Parties?).

July 28, 2021 EX-10.3

, Procurement, and Construction Contract

ENGINEERING, PROCUREMENT AND CONSTRUCTION CONTRACT NOMINAL 175 MW POWER PLANT LAUREL, MONTANA EFFECTIVE: APRIL 19, 2021 1 Table of Contents 1 Definitions 1 2 General 6 3 Representations by Contractor 6 4 Scope of Work 6 5 Contract Price and Payment 6 6 Schedule 7 7 Independent Contractor 8 8 Supervision and Labor 8 9 Subcontractors and Suppliers 8 10 Labor Relations 8 11 Environmental, Health and

July 16, 2021 S-3ASR

As filed with the Securities and Exchange Commission on July 16, 2021

As filed with the Securities and Exchange Commission on July 16, 2021 Registration No.

June 16, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2021 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization

June 16, 2021 EX-99.1

Investor Update (Guggenheim Partners) June 16, 2021 8-K’ed on June 16, 2021 Mystic Hydroelectric Facility 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within

Investor Update (Guggenheim Partners) June 16, 2021 8-K?ed on June 16, 2021 Mystic Hydroelectric Facility 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995.

May 13, 2021 EX-99.1

Credit Suisse Utilities, Power & Clean Tech Virtual Conference May 13, 2021 8-K’ed on May 13, 2021 Mystic Hydroelectric Facility 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-loo

Credit Suisse Utilities, Power & Clean Tech Virtual Conference May 13, 2021 8-K?ed on May 13, 2021 Mystic Hydroelectric Facility 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995.

May 13, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2021 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization)

April 28, 2021 EX-99.1

Investor Update | KeyBanc NDR - April 28, 2021 8-K’ed on April 28, 2021 Thompson Falls Hydroelectric Facility 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements wit

Investor Update | KeyBanc NDR - April 28, 2021 8-K?ed on April 28, 2021 Thompson Falls Hydroelectric Facility 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995.

April 28, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2021 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organizatio

April 27, 2021 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2021 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organizatio

April 23, 2021 EX-1.1

Equity Distribution Agreement, dated April 23, 2021, by and among NorthWestern Corporation; J.P. Morgan Securities LLC, BofA Securities, Inc., CIBC World Markets Corp. and Credit Suisse Securities (USA) LLC, as sales agents and forward sellers; and JPMorgan Chase Bank, National Association, Bank of America N.A., Canadian Imperial Bank of Commerce and Credit Suisse Capital LLC, as forward purchasers.

Exhibit 1.1 NORTHWESTERN CORPORATION $200,000,000 Shares of Common Stock (par value $0.01 per share) EQUITY DISTRIBUTION AGREEMENT April 23, 2021 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 BofA Securities, Inc. One Bryant Park New York, New York 10036 CIBC World Markets Corp. 300 Madison Avenue, 5th Floor New York, New York 10017 Credit Suisse Securities (USA) LLC Eleve

April 23, 2021 424B5

CALCULATION OF REGISTRATION FEE

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-253047 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum aggregate offering price Amount of registration fee(1) Common Stock, $0.01 par value per share $ 200,000,000 $ 21,820 (1) Calculated in accordance with Rules 457(o) and 457(r) under the Securities Act of 1933. This “Cal

April 23, 2021 EX-1.2

Form of Master Forward Sale Confirmation

Exhibit 1.2 [ ], 20[ ] To: NorthWestern Corporation 3010 W. 69th Street Sioux Falls, South Dakota 57108 From: [Dealer] Dear Sirs, The purpose of this letter agreement (this ?Confirmation?) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the ?Transaction?). This Confirmation constitutes a ?Confirmation? as referred to in the ISDA

April 23, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2021 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-10499 (Commission File Number)

April 22, 2021 EX-99.3

2021 First Quarter Earnings Webcast April 22, 2021 CELEBRATING EARTH DAY 2021 Presenting Today 2 Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provi

2021 First Quarter Earnings Webcast April 22, 2021 CELEBRATING EARTH DAY 2021 Presenting Today 2 Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995.

April 22, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2021 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organizatio

April 22, 2021 EX-99.2

CELEBRATING EARTH DAY 2021 Annual Meeting of Shareholders April 22, 2021 2 NWE’s CEO – Bob Rowe Robert C. Rowe • Current position since August 2008 • Board member since August 2008 • 20-plus years energy and utility industry experience • Co-Chair of

CELEBRATING EARTH DAY 2021 Annual Meeting of Shareholders April 22, 2021 2 NWE?s CEO ? Bob Rowe Robert C.

April 22, 2021 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10499 NORTHWESTER

April 22, 2021 EX-99.1

NorthWestern Reports First Quarter 2021 Financial Results Company reports GAAP diluted earnings per share of $1.24 for the quarter, affirms 2021 earnings guidance and announces a $0.62 per share quarterly dividend payable June 30, 2021

NorthWestern Corporation d/b/a NorthWestern Energy 3010 W. 69th Street Sioux Falls, SD 57108 www.northwesternenergy.com FOR IMMEDIATE RELEASE NorthWestern Reports First Quarter 2021 Financial Results Company reports GAAP diluted earnings per share of $1.24 for the quarter, affirms 2021 earnings guidance and announces a $0.62 per share quarterly dividend payable June 30, 2021 BUTTE, MT / SIOUX FALL

April 1, 2021 EX-4.1

NORTHWESTERN CORPORATION THE BANK OF NEW YORK MELLON (formerly The Bank of New York) BEATA HARVIN As Trustees under Mortgage and Deed of Trust, dated as of October 1, 1945, with NorthWestern Corporation FORTY-FIRST SUPPLEMENTAL INDENTURE Providing, a

EX-4.1 2 exhibit41montana41stsupple.htm EX-4.1 MT 41ST SUPPLEMENTAL INDENTURE NORTHWESTERN CORPORATION TO THE BANK OF NEW YORK MELLON (formerly The Bank of New York) AND BEATA HARVIN As Trustees under Mortgage and Deed of Trust, dated as of October 1, 1945, with NorthWestern Corporation FORTY-FIRST SUPPLEMENTAL INDENTURE Providing, among other things, for First Mortgage Bonds, 1.00% Series due Mar

April 1, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2021 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organizatio

March 22, 2021 424B5

Calculation of Registration Fee

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(5) ?Registration No. 333-253047? Calculation of Registration Fee ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? Title of each class of securities to be registered ? ? Amount to be registered ? ? Proposed maximum offering price per unit ? ? Proposed maximum aggregate offering price ? ? Amount of registration fee(1) ? 1.00% First Mortgage Bonds d

March 19, 2021 424B5

Subject to Completion, dated March 19, 2021

TABLE OF CONTENTS The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

March 19, 2021 FWP

PRICING TERM SHEET NorthWestern Corporation Pricing Term Sheet $100,000,000 1.00% First Mortgage Bonds due 2024

Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-253047 PRICING TERM SHEET NorthWestern Corporation Pricing Term Sheet $100,000,000 1.00% First Mortgage Bonds due 2024 Issuer: NorthWestern Corporation d/b/a NorthWestern Energy Expected Ratings (Moody?s / S&P)*: A3 (negative) / A- (stable) Pricing Date: March 19, 2021 Settlement Date: March 26, 2021 (T+5) Security T

March 15, 2021 EX-99.1

NorthWestern Energy Investor Update March 2021 8-K’ed on March 15, 2021 Butte, MT 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe

NorthWestern Energy Investor Update March 2021 8-K?ed on March 15, 2021 Butte, MT 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995.

March 15, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2021 NorthWestern Corp (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization) (Com

March 5, 2021 DEF 14A

DEF 14A

This proxy statement contains information related to the solicitation of proxies by the Board of Directors (the Board) of NorthWestern Corporation d/b/a NorthWestern Energy (NorthWestern, the company, we, us, or our) in connection with our 2021 Annual Meeting of Shareholders.

March 5, 2021 DEF 14A

our Definitive Proxy Statement for the 2020 Annual Meeting of our Stockholders, filed on March 5, 2021.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

March 5, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

March 1, 2021 EX-99.1

NorthWestern Energy Investor Update March 2021 8-K’ed on March 1, 2021 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” pr

NorthWestern Energy Investor Update March 2021 8-K?ed on March 1, 2021 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995.

March 1, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2021 NorthWestern Corp (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization) (Comm

February 17, 2021 EX-99.1

NorthWestern Corporation Performance Unit Award Agreement (Granted Under the Amended and Restated Equity Compensation Plan)

Exhibit 99.1 NorthWestern Corporation Performance Unit Award Agreement (Granted Under the Amended and Restated Equity Compensation Plan) The long-term incentive program is designed to provide eligible employees of NorthWestern Corporation (together with its subsidiaries, the “Company”) with a reward for their service with the Company for the Performance Period January 1, 2021, through December 31,

February 17, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2021 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organiza

February 12, 2021 EX-21

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT Name State of Jurisdiction of Incorporation or Limited Partnership The Clark Fork and Blackfoot, L.L.C. Montana NorthWestern Services, LLC Delaware Canadian-Montana Pipe Line Corporation Canada Risk Partners

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT Name State of Jurisdiction of Incorporation or Limited Partnership The Clark Fork and Blackfoot, L.

February 12, 2021 S-3ASR

- S-3ASR 2021

As filed with the Securities and Exchange Commission on February 12, 2021 Registration No.

February 12, 2021 EX-99.1

NorthWestern Reports 2020 Financial Results Company reports GAAP diluted earnings per share of $3.06 for 2020, affirms 2021 earnings guidance and announces a 3.3% increase to the quarterly dividend - to $0.62 per share - payable March 31, 2021

NorthWestern Corporation d/b/a NorthWestern Energy 3010 W. 69th Street Sioux Falls, SD 57108 www.northwesternenergy.com FOR IMMEDIATE RELEASE NorthWestern Reports 2020 Financial Results Company reports GAAP diluted earnings per share of $3.06 for 2020, affirms 2021 earnings guidance and announces a 3.3% increase to the quarterly dividend - to $0.62 per share - payable March 31, 2021 BUTTE, MT / SI

February 12, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10499 NORTHWESTERN COR

February 12, 2021 EX-25.3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-2 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF AN INDIVIDUAL DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTE

EX-25.3 7 exh25-3tx2mtmortbonds2021.htm EX-25.3 FORM T-2 MT MORTGAGE BONDS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-2 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF AN INDIVIDUAL DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) Beata Harvin (Name of Trustee) 240 Greenwic

February 12, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2021 NorthWestern Corp (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization) (

February 12, 2021 EX-25.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTE

EX-25.2 6 exh25-2formtx1mtmortbonds2.htm EX-25.2 FORM T-1 MT MORTGAGE BONDS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of

February 12, 2021 EX-4.5

the description of our common stock contained in Exhibit 4.5 to our Annual Report on Form 10-K for the year ended December 31, 2020.

Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of the common stock of NorthWestern Corporation, a Delaware corporation is a summary of the general terms thereof and is qualified in its entirety by the provisions of our certificate of incorporation, as amended and restated (the ?certificate of incorporation?), and bylaws, as amended and restated (the ?bylaws?), copies of both of wh

February 12, 2021 EX-25.1

= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION D

EX-25.1 5 exh25-1formtx1sdmortbonds2.htm EX-25.1 FORM T-1 SD MORTGAGE BONDS = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILI

February 12, 2021 EX-99.2

2020 - Full Year Earnings Webcast February 12, 2021 Presenting Today 2 Bob Rowe, President & CEO Brian Bird, Chief Financial Officer Forward Looking Statements During the course of this presentation, there will be forward-looking statements within th

2020 - Full Year Earnings Webcast February 12, 2021 Presenting Today 2 Bob Rowe, President & CEO Brian Bird, Chief Financial Officer Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995.

February 11, 2021 SC 13G

United States Securities and Exchange Commission Washington, D.C. 20549

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NORTHWESTERN CORP (Name of Issuer) COMMON STOCK (Title of Class of Securities) 668074305 (CUSIP Number) DECEMBER 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: NorthWestern Corp. Title of Class of Securities: Common Stock CUSIP Number: 668074305 Date of Event Which Requires Filing of this Statement: January 29, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: NorthWestern Corp. Title of Class of Securities: Common Stock CUSIP Number: 668074305 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒

February 10, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2021 NorthWestern Corp (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization) (C

January 15, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NORTHWESTERN CORP (Name of Issuer) Common stock (Title of Class of Securities) (CUSIP Number) December 31

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NORTHWESTERN CORP (Name of Issuer) Common stock (Title of Class of Securities) 668074305 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

December 30, 2020 EX-99.1

NORTHWESTERN ENERGY 2021 ANNUAL INCENTIVE PLAN

Exhibit 99.1 NORTHWESTERN ENERGY 2021 ANNUAL INCENTIVE PLAN I. Introduction NorthWestern Energy (NorthWestern) utilizes the 2021 Annual Incentive Plan (Plan) to reward non-represented employees for their contributions toward achieving desired business results. II. Plan Objectives This Plan is designed to achieve the following objectives: ▪Align the interests of shareholders, customers and employee

December 30, 2020 EX-99.2

NorthWestern Corporation Executive Retirement/Retention Program Restricted Share Unit Award Agreement (Granted Under the Amended and Restated Equity Compensation Plan)

Exhibit 99.2 NorthWestern Corporation Executive Retirement/Retention Program Restricted Share Unit Award Agreement (Granted Under the Amended and Restated Equity Compensation Plan) The Executive Retirement/Retention Program is designed to provide the executives of NorthWestern Corporation (together with its subsidiaries, the “Company”) with a reward for their years of service with the Company when

December 30, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2020 NorthWestern Corp (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization) (

December 7, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2020 NorthWestern Corp (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization) (C

December 7, 2020 EX-99.1

NorthWestern Energy Investor Update | December 7-9, 2020 8-K’ed on Dec. 7, 2020 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe h

exh991capitalone2020 NorthWestern Energy Investor Update | December 7-9, 2020 8-K’ed on Dec.

December 1, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2020 NorthWestern Corp (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization) (C

December 1, 2020 EX-99.1

NorthWestern Energy Mizuho Utility Summit | December 1, 2020 8-K’ed on Dec. 1, 2020 2 Forward Looking Statements Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “sa

exh991mizuho2020 NorthWestern Energy Mizuho Utility Summit | December 1, 2020 8-K’ed on Dec.

November 9, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2020 NorthWestern Corp (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization) (C

November 9, 2020 EX-99.1

8-K’ed on Nov. 9, 2020 NorthWestern Energy EEI (virtual) Financial Conference | November 9-10, 2020 2 Forward Looking Statements Forward Looking Statements Boulder RiverO’Dellin Montana Creek - Madison River Valley - Montana During the course of this

exh991eeifinancial2020 8-K’ed on Nov. 9, 2020 NorthWestern Energy EEI (virtual) Financial Conference | November 9-10, 2020 2 Forward Looking Statements Forward Looking Statements Boulder RiverO’Dellin Montana Creek - Madison River Valley - Montana During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provisions of the Private Secur

October 30, 2020 8-K

Termination of a Material Definitive Agreement - 8-K COLSTRIP TERMINATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2020 NorthWestern Corp (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization) (C

October 27, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2020 NorthWestern Corp (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization) (C

October 27, 2020 EX-99.1

NWE Investor Relations Update – Guggenheim NDR October 27, 2020 8-K’ed on October 27, 2020 2 Forward Looking Statements Forward Looking Statements Boulder RiverO’Dellin Montana Creek - Madison River Valley - Montana During the course of this presenta

exh991presentation202010 NWE Investor Relations Update – Guggenheim NDR October 27, 2020 8-K’ed on October 27, 2020 2 Forward Looking Statements Forward Looking Statements Boulder RiverO’Dellin Montana Creek - Madison River Valley - Montana During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

October 22, 2020 EX-99.1

NorthWestern Reports Third Quarter 2020 Financial Results Company reports GAAP diluted earnings per share of $0.58 for the quarter, affirms previously revised 2020 earnings guidance and announces a $0.60 per share quarterly dividend payable December

NorthWestern Corporation d/b/a NorthWestern Energy 3010 W. 69th Street Sioux Falls, SD 57108 www.northwesternenergy.com FOR IMMEDIATE RELEASE NorthWestern Reports Third Quarter 2020 Financial Results Company reports GAAP diluted earnings per share of $0.58 for the quarter, affirms previously revised 2020 earnings guidance and announces a $0.60 per share quarterly dividend payable December 31, 2020

October 22, 2020 EX-99.2

Fort Benton, Montana 2020 Third Quarter Earnings Webcast October 22, 2020 Presenting Today Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provisions

exh991earningspres3q20 Fort Benton, Montana 2020 Third Quarter Earnings Webcast October 22, 2020 Presenting Today Forward Looking Statements During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

October 22, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K EARNINGS RELEASE Q3 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2020 NorthWestern Corp (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization) (C

October 22, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10499 NORTHWE

September 30, 2020 25

- 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 1-10499 NorthWestern Corporation New York Stock Exchange (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 3010 W

September 30, 2020 8-A12B

Registration Statement on Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 46-0172280 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification

September 24, 2020 EX-99.1

Black Eagle Dam - Montana Sidoti Fall 2020 Investor Conference September 24, 2020 8-K’ed on September 24, 2020 2 Forward Looking Statements Forward Looking Statements Boulder RiverO’Dellin Montana Creek - Madison River Valley - Montana During the cou

exh991sidotifallpres Black Eagle Dam - Montana Sidoti Fall 2020 Investor Conference September 24, 2020 8-K’ed on September 24, 2020 2 Forward Looking Statements Forward Looking Statements Boulder RiverO’Dellin Montana Creek - Madison River Valley - Montana During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

September 24, 2020 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2020 NorthWestern C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2020 NorthWestern Corp (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization)

September 18, 2020 EX-99.1

NorthWestern Energy to Transfer to Nasdaq

NorthWestern Corporation d/b/a NorthWestern Energy 3010 W. 69th Street Sioux Falls, SD 57108 www.northwesternenergy.com FOR IMMEDIATE RELEASE NorthWestern Energy to Transfer to Nasdaq BUTTE, MT / SIOUX FALLS, SD - September 18, 2020 - NorthWestern Corporation d/b/a NorthWestern Energy (NYSE: NWE) today announced that it is transferring its stock exchange listing from The New York Stock Exchange af

September 18, 2020 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2020 NorthWestern Corp (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of (Commission File Number) (I.R.S

September 10, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2020 NorthWestern Corp (Exact name of registrant as specified in its charter) Delaware 1-10499 46-0172280 (State or other jurisdiction of incorporation or organization)

September 10, 2020 EX-99.1

Beethoven Wind Farm near Avon, South Dakota Barclays CEO Energy-Power Conference September 10, 2020 8-K’ed on September 10, 2020 2 Forward Looking Statements Forward Looking Statements O’Dell Creek - Madison River Valley - Montana During the course o

exh991barclayspres2020 Beethoven Wind Farm near Avon, South Dakota Barclays CEO Energy-Power Conference September 10, 2020 8-K’ed on September 10, 2020 2 Forward Looking Statements Forward Looking Statements O’Dell Creek - Madison River Valley - Montana During the course of this presentation, there will be forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

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