NorthWestern Energy Group, Inc. (NWE) SEC Filings & Earnings Calls

Merger-related risks from proposed NorthWestern-Black Hills transaction; regulatory approvals, integration, and potential disruption.

“forward-looking statements discuss risks of delays, regulatory approvals, and integration of the proposed transaction between NorthWestern and Black Hills”

Regulatory disallowance risk

“The MPSC disallowed a portion of the capital costs related to the construction of Yellowstone County Generating Station (YCGS). As a result, in the fourth quarter of 2025 we recorded a $30.9 million non-cash charge for the regulatory disallowance.” · word for word

Merger execution risk

“Merger-related costs, including consulting and legal fees 3.3” · word for word

Wildfire liability risk

“South Dakota Legislature approved Senate Bill 36, which precludes common law strict liability claims for utility operations alleged to have caused wildfire-related damages.” · word for word

Merger approval risk: The merger with Black Hills is pending approval from the Montana Public Service Commission. Failure to obtain approval could result in termination.

“That leaves Montana as the only remaining regulatory approval needed for the merger...await their final order” · word for word

Increased debt burden may pressure credit metrics if not offset by earnings growth.

“Item 2.03: creation of a direct financial obligation.”

Variable rate exposure increases interest rate risk; secured debt may limit future unsecured borrowing capacity.

“Term Loan bears interest at a variable rate based on SOFR plus an applicable margin.”

Merger-related risks with Black Hills Corp; regulatory approvals and integration uncertainties.

“Forward-Looking Statements section discusses risks of proposed transaction with Black Hills”

Regulatory disallowance risk

“the MPSC disallowed a portion of the capital costs related to the construction of Yellowstone County Generating Station (YCGS). As a result, in the fourth quarter of 2025 we recorded a $30.9 million non-cash charge for the regulatory disallowance.” · word for word

Merger execution risk

“Merger-related costs, including consulting and legal fees 3.4” · word for word

Weather-related volume risk

“Electric retail volumes were driven by unfavorable weather partly offset by customer growth. ... Natural gas retail volumes were driven by unfavorable weather partly offset by customer growth and the acquisition of Energy West operations.” · word for word

Wildfire liability risk

“Insurance expense, primarily due to increased wildfire risk premiums 0.7” · word for word

PCCAM suspension risk

“Effective February 1, 2026 the cost sharing mechanism of the PCCAM was suspended on a temporary basis pending further review by the MPSC.” · word for word

Execution risk in merger integration and regulatory approvals

“Merger still subject to regulatory approvals; integration complexity”

Regulatory Disallowance Risk

“2025 net income included a charge of approximately $23.3 million related to the Montana Public Service Commission's disallowance in its final rate review order of previously incurred capital costs.” · word for word

Merger Execution Risk

“2025 net income reflected the impact of costs related to the Merger of approximately $9.3 million.” · word for word

Wildfire Liability Risk

“passage of Montana House Bill 490, which provides important clarity around wildfire liability and supports continued investment in mitigation and grid hardening.” · word for word

Regulatory Disallowance Risk

“the MPSC disallowed a portion of the capital costs related to the construction of YCGS. As a result, in the fourth quarter of 2025 we recorded a $30.9 million non-cash charge” · word for word

Merger Integration Risk

“The failure to integrate the businesses and operations of NorthWestern and Black Hills successfully in the expected time frame may adversely affect the combined company's future results.” · word for word

Wildfire Liability Risk

“Montana property tax tracker collections (14.2) ... Non-recoverable Montana electric supply costs (7.3)” · word for word

Regulatory disallowance and merger costs impacted GAAP earnings; pending merger with Black Hills subject to regulatory approvals.

“Non-cash charge for regulatory disallowance of certain YCGS capital costs; merger-related costs; merger with Black Hills pending regulatory approvals.”

Regulatory approval risk for pending merger with Black Hills Corp.

“Filed joint applications for transaction approval with regulatory commissions in Montana, Nebraska, and South Dakota; forward-looking statements highlight risk of delays or conditions.” · word for word

Wildfire liability and mitigation cost exposure.

“Received Montana PSC approval of 2025 Wildfire Mitigation Plan; wildfire risk is a recurring theme for western utilities.”

Increased leverage from additional debt issuance, though secured and at fixed rate.

“Aggregate outstanding amount of NW Corp’s 2030 Notes is $500 million.” · word for word

Merger integration and regulatory approval risks; pending merger with Black Hills Corp.

“Announced Agreement with Black Hills Corporation for an all-stock Merger of Equals... Filed joint applications for transaction approval with regulatory commissions in Montana, Nebraska, and South Dakota” · word for word

Loss of experienced regulatory and supply chain executive, but retirement is planned and non-disruptive.

“The Company appreciates the 20 years of service... his leadership helped rebuild the Company's electric portfolio in Montana” · word for word

Merger-related costs and integration risks; pending regulatory approvals for Black Hills merger.

“During the three months ended September 30, 2025, we have incurred $7.6 million of merger-related costs... We anticipate the transaction closing in the second half of 2026, subject to the satisfaction or waiver of certain closing conditions.” · word for word

Montana Rate Review Uncertainty

“If the MPSC chooses to accept the intervenors positions on the remaining contested issues or does not accept the Settlement Agreements in its final order, losses related to excess interim revenues collected will be incurred.” · word for word

Wildfire Liability and Insurance Costs

“Insurance expense, primarily due to increased wildfire risk premiums 3.0” · word for word

Merger Integration Risk

“Merger-related costs, including consulting and legal fees $7.6” · word for word

Interest Rate Exposure

“Consolidated interest expense was $38.4 million for the three months ended September 30, 2025 as compared with $33.4 million for the same period of 2024. This increase was due to higher borrowings and interest rates and lower capitalization of Allowance for Funds Used During Construction (AFUDC).” · word for word