Every material Form 8-K NorthWestern Energy has filed with the SEC since March 27, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
NorthWestern Energy filed a presentation for the EEI Financial Conference in Scottsdale, Arizona, November 8-10, 2026, in which executives will affirm the company's 2026 non-GAAP earnings guidance of $3.68 to $3.83 per diluted share. The filing reports no new financial results and no change to guidance, and the guidance excludes costs related to the pending merger with Black Hills Corp.
2026 non-GAAP EPS guidance of $3.68 to $3.83 per diluted share is affirmed, not changed
Presentation dated November 8, 2026, furnished as Exhibit 99.1 and not deemed filed under Section 18 of the Exchange Act
Presenters are CEO Brian Bird, CFO Crystal Lail, and Travis Meyer, director of corporate development and investor relations
The presentation cites a $3.21 billion five-year capital plan and a Montana final order on the Black Hills merger expected by November 12, 2026
NorthWestern Energy reported third-quarter 2026 net income of $30.7 million, or $0.50 per diluted share, down from $38.2 million, or $0.62, a year earlier, mainly due to a $6.1 million net loss tied to its added Colstrip Units 3 and 4 interests, plus higher depreciation and interest expense. The company affirmed its 2026 non-GAAP earnings guidance of $3.68 to $3.83 per diluted share, but the guidance is standalone and will no longer apply if the pending Black Hills merger closes, which the company expects by year-end 2026.
Q3 2026 net income $30.7 million ($0.50 per diluted share) vs. $38.2 million ($0.62) in Q3 2025; total revenues rose to $423.8 million from $387.0 million
Adjusted non-GAAP diluted EPS was $0.58 vs. $0.79 a year earlier; 2026 guidance of $3.68 to $3.83 per diluted share affirmed
Merger with Black Hills expected to close by year-end 2026, pending a Montana Public Service Commission final order
Quarterly dividend of $0.67 per share payable December 1, 2026, to holders of record on November 17, 2026 (previously set for December 31 and December 15)
NorthWestern Energy reported second-quarter 2026 net income of $25.0 million, or $0.40 per diluted share, up from $21.2 million, or $0.35, a year earlier, and affirmed its 2026 earnings guidance of $3.68 to $3.83 per diluted share. The company also declared a $0.67 per share quarterly dividend, payable September 1, 2026, and said the pending merger with Black Hills Corporation is awaiting only Montana regulatory approval.
Q2 2026 net income $25.0 million, $0.40 per diluted share, versus $0.35 in Q2 2025; non-GAAP diluted EPS $0.50 versus $0.40
Six-month 2026 diluted EPS was $1.43, versus $1.60 in the same period of 2025
Quarterly dividend of $0.67 per share payable September 1, 2026, to holders of record August 17, 2026
Merger with Black Hills expected to close by year-end 2026; Montana Public Service Commission final order still pending
NorthWestern Energy Public Service Corporation, a wholly owned subsidiary of NorthWestern Energy Group, issued $150 million of South Dakota First Mortgage Bonds on June 15, 2026. The bonds carry a 5.51% interest rate and mature on June 15, 2036, and they rank equally with other debt secured by the same first mortgage lien. The filing describes a debt issuance under a standard mortgage indenture, with no change to the company's operations or outlook stated.
Principal amount: $150 million, issued June 15, 2026
Interest rate: 5.51%, maturing June 15, 2036
Terms set in the Twenty-third Supplemental Indenture dated June 1, 2026, with The Bank of New York Mellon as trustee
Bonds were sold in an exempt transaction and are not registered under the Securities Act of 1933
NorthWestern Corporation, a wholly owned subsidiary of NorthWestern Energy Group, entered a $225 million secured term loan on May 27, 2026, with Bank of America, N.A. as administrative agent, and borrowed the full amount. It used the proceeds to repay part of its existing $425 million unsecured revolving credit facility, and the loan is secured by a $225 million first mortgage bond, adding secured debt to the company's obligations.
Term loan of $225 million dated May 27, 2026, maturing November 26, 2027, with a variable rate based on SOFR plus an applicable margin
Proceeds used to repay a portion of borrowings under the $425 million unsecured revolving credit facility
Loan secured by a $225 million first mortgage bond issued under the Forty-eighth Supplemental Indenture dated May 1, 2026
Single financial covenant requires consolidated debt to capitalization ratio not to exceed 65 percent
NorthWestern Energy reported first quarter 2026 net income of $63.5 million, or $1.03 per diluted share, down from $76.9 million, or $1.25, a year earlier. Adjusted non-GAAP earnings rose to $1.31 per share from $1.22, and the company affirmed its 2026 earnings guidance of $3.68 to $3.83 per diluted share, along with its $683 million capital plan and planned quarterly dividend of $0.67 per share.
Q1 2026 GAAP net income was $63.5 million ($1.03 per diluted share) versus $76.9 million ($1.25) in Q1 2025; total revenues rose to $497.6 million from $466.6 million.
Adjusted non-GAAP diluted EPS was $1.31 versus $1.22 a year earlier.
2026 EPS guidance of $3.68 to $3.83 per diluted share was affirmed, and the company declared a $0.67 quarterly dividend payable June 30, 2026.
The merger with Black Hills Corporation, expected to close in the second half of 2026, is pending regulatory approvals; the company incurred $3.4 million of merger-related costs in the quarter.
On February 11, 2026, NorthWestern Energy's board approved a 2026 Annual Incentive Plan and a 2026 Long-Term Incentive Program covering officers and eligible employees. Executive payouts are tied to 2026 net income (adjusted to exclude costs of the pending Black Hills Corporation merger), safety, reliability, and customer satisfaction, and long-term awards are restricted share units vesting December 31, 2028.
Annual incentive target for CEO Brian Bird is 100% of base salary; CFO Crystal Lail is 75%
Long-term incentive target for CEO Brian Bird is 325% of base salary; CFO Crystal Lail is 150%
Net income metric carries 55% weighting; safety and reliability 15% each; customer satisfaction 15%
Restricted units for about 80 participants vest December 31, 2028; awards are excluded from the merger's change-in-control definition
NorthWestern reported 2025 results with total revenue up to $1.61 billion from $1.51 billion, but GAAP net income fell to $181.1 million from $224.1 million, mainly due to a $30.9 million non-cash charge tied to a Montana regulatory disallowance. The company initiated 2026 non-GAAP EPS guidance of $3.68 to $3.83 per diluted share and announced a $3.2 billion 2026-2030 capital plan, while the pending Black Hills merger is expected to close in the second half of 2026.
2025 GAAP diluted EPS was $2.94 versus $3.65 in 2024; adjusted non-GAAP diluted EPS was $3.58 versus $3.40
2026 non-GAAP EPS guidance is $3.68 to $3.83 per diluted share, based on normal weather and excluding Black Hills merger costs
Quarterly dividend increased 1.5% to $0.67 per share, payable March 31, 2026, to holders of record as of March 13, 2026
Black Hills merger shareholder votes are scheduled for April 2, 2026
NorthWestern Corporation, a subsidiary of NorthWestern Energy Group, sold an additional $100 million of Montana First Mortgage Bonds maturing March 21, 2030, bringing the outstanding 2030 Notes to $500 million. The filing states the proceeds will fund capital expenditures, working capital including paying down revolving credit facility debt, and general corporate purposes, and that the bonds carry a 5.073% interest rate.
Additional $100 million principal issued November 7, 2025, bringing total 2030 Notes to $500 million
Interest rate of 5.073% per year, paid semi-annually on March 21 and September 21, starting March 21, 2026
Proceeds intended for capital expenditures, working capital including revolver paydown, and general corporate purposes
Bonds were sold to initial purchasers without SEC registration, under Rule 144A and Regulation S exemptions
NorthWestern Energy Group announced that John Hines, its Vice President of Supply and Montana Government Affairs, will retire effective February 2, 2026. The filing describes him as a named executive officer and credits him with helping rebuild the company's Montana electric portfolio and maintain resource adequacy in Montana and South Dakota.
John Hines announced his retirement on October 27, 2025, effective February 2, 2026.
Hines served the company for 20 years, including nearly 15 years as Vice President.
The filing does not name a successor or describe any financial impact.
NorthWestern Energy reported third-quarter 2025 results, with revenue up to $387.0 million from $345.2 million but GAAP net income down to $38.2 million from $46.8 million, largely due to merger-related costs and higher interest expense. The company affirmed its 2025 non-GAAP EPS guidance of $3.53 to $3.65 per diluted share and said the pending Black Hills merger is expected to close in the second half of 2026.
Q3 revenue $387.0 million vs. $345.2 million a year earlier; GAAP diluted EPS $0.62 vs. $0.76
Adjusted non-GAAP diluted EPS $0.79 vs. $0.65; merger-related costs were $7.6 million in the quarter
2025 EPS guidance of $3.53 to $3.65 affirmed; $531 million 2025 capital plan affirmed
Quarterly dividend of $0.66 per share declared, payable December 31, 2025, to holders of record December 15, 2025
NorthWestern Energy amended its term loan on September 29, 2025, raising the total commitment from $100 million to $150 million and adding Mizuho Bank as a lender. The company has borrowed the full $150 million, which is unsecured, carries a variable SOFR-based rate, and is due April 10, 2026, adding to the company's debt obligations.
Total commitment raised from $100 million to $150 million under Amendment No. 3, dated September 29, 2025
The full $150 million has been borrowed; amounts repaid cannot be reborrowed
Loan is unsecured, carries a variable rate based on SOFR plus a margin, and matures April 10, 2026
Proceeds will be used for general corporate purposes; the only financial covenant caps consolidated debt to total capitalization at 65 percent
On August 18, 2025, NorthWestern Energy entered a merger agreement with Black Hills Corp. under which each NorthWestern share would convert into 0.98 Black Hills shares. The companies say the exchange ratio implies an approximately 4% premium based on volume weighted average prices since March 2025, and the combined company would have a $15.4 billion enterprise value. Completion requires shareholder and regulatory approvals and is expected in 12 to 15 months, so NorthWestern shareholders face approval and closing risk before the terms take effect.
Each NorthWestern common share converts into 0.98 Black Hills shares; Black Hills holders would own about 56% and NorthWestern holders about 44% of the combined company.
The exchange ratio implies an approximately 4% premium based on volume weighted average prices since March 2025, per the companies' press release.
Either party owes a $100 million termination fee in certain circumstances; the agreement can be terminated if closing has not occurred by August 18, 2026, extendable up to February 18, 2027.
Brian B. Bird, NorthWestern's CEO, is expected to become CEO of the combined company; Linn Evans, Black Hills' CEO, will retire at closing.
NorthWestern reported second quarter 2025 net income of $21.2 million, or $0.35 per diluted share, down from $31.7 million, or $0.52, a year earlier, even though total revenue rose to $342.7 million from $319.9 million. The company attributed the decline mainly to lower retail usage driven by weather, a delay in implementing updated Montana interim rates, and higher operating and interest costs, and it initiated 2025 diluted EPS guidance of $3.53 to $3.65.
Q2 2025 net income $21.2 million, or $0.35 per diluted share, versus $31.7 million, or $0.52, in Q2 2024
Q2 2025 adjusted non-GAAP diluted EPS $0.40, versus $0.53 in Q2 2024
2025 diluted EPS guidance range of $3.53 to $3.65, with a $0.66 quarterly dividend payable September 30, 2025
Montana electric and natural gas rate review: final briefs due August 2025; an outcome is expected early in the fourth quarter of 2025
NorthWestern Energy's subsidiary, NWE Public Service, issued and sold $100 million of South Dakota First Mortgage Bonds on May 1, 2025, maturing May 1, 2035, at a 5.49% interest rate. The bonds are secured by the first mortgage lien and add to the company's debt obligations, which the filing says must be repaid under the indenture terms.
Principal amount: $100 million, issued May 1, 2025
Maturity: May 1, 2035; interest rate 5.49%
Issued under the Twenty-second Supplemental Indenture with The Bank of New York Mellon, as trustee
Bonds may be redeemed before maturity at a make-whole price
NorthWestern Energy reported first-quarter 2025 net income of $76.9 million, or $1.25 per diluted share, up from $65.1 million, or $1.06, a year earlier, while total revenues fell to $466.6 million from $475.3 million. The company affirmed its 4% to 6% long-term EPS growth guidance and its $2.7 billion 2025-2029 capital plan, and declared a $0.66 quarterly dividend.
Net income $76.9 million vs. $65.1 million in Q1 2024; diluted GAAP EPS $1.25 vs. $1.06
Adjusted non-GAAP diluted EPS $1.22 vs. $1.09 a year earlier
Total revenues $466.6 million vs. $475.3 million; operating income $124.7 million vs. $102.1 million
Quarterly dividend of $0.66 per share payable June 30, 2025; Montana rate review hearing scheduled to begin June 9, 2025
On March 21, 2025, NorthWestern Corporation, a wholly owned subsidiary of NorthWestern Energy Group, issued and sold $400 million of Montana First Mortgage Bonds maturing March 21, 2030, in a private offering to qualified institutional buyers and non-U.S. persons. The company plans to use the proceeds to redeem its 5.01% Montana first mortgage bonds due May 1, 2025, and for capital expenditures, working capital and general corporate purposes, and the filing reports a new $400 million secured debt obligation.
Principal of $400 million; issued March 21, 2025; matures March 21, 2030; fixed interest rate of 5.073% per year.
Interest is paid semi-annually on March 21 and September 21, beginning September 21, 2025.
Proceeds intended to redeem 5.01% Montana first mortgage bonds due May 1, 2025, fund capital expenditures, pay working capital needs including revolving credit facility debt, and for general corporate purposes.
Bonds rank equally with other debt secured by the first mortgage lien; redeemable at 100% of principal plus accrued interest on or after February 21, 2030.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
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