nwe-20240328

Delaware

000-56598

93-2020320

(State or other jurisdiction of
incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

3010 W. 69th Street

Sioux Falls

South Dakota

57108

(Address of principal executive offices)

(Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Registrant	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
NorthWestern Energy Group, Inc.	Common stock	NWE	Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

On March 28, 2024, NorthWestern Corporation ("NW Corp"), a wholly owned subsidiary of NorthWestern Energy Group, Inc., d/b/a NorthWestern Energy (Nasdaq: NWE) (“NWE Group”), issued and sold $175 million principal amount of NW Corp's Montana First Mortgage Bonds (the "MT Bonds").

The MT Bonds were issued in a transaction exempt from the registration requirements of the Securities Act of 1933, have not been registered under the Securities Act, and will not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. The MT Bonds were drawn and issued in one series as follows:

The terms of the MT Bonds were established in the Forty-fifth Supplemental Indenture, dated as of March 1, 2024 (the "MT Supplemental Indenture"), between NW Corp and The Bank of New York Mellon and Dimple Gandhi, as trustees. The MT Bonds are governed by the terms of the Mortgage and Deed of Trust dated as of October 1, 1945, as amended and supplemented, between NW Corp and the trustees, and the MT Supplemental Indenture (collectively, the “MT Indenture”). The MT Bonds will rank equally in right of payment with all current and future debt that is secured by the first mortgage lien of the MT Indenture.

NW Corp may redeem some or all of the MT Bonds at any time at its option prior to maturity at a make-whole price as described in the MT Supplemental Indenture.

The MT Indenture provides for customary events of default, including payment defaults and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the MT Bonds, plus accrued and unpaid interest, if any, may be declared immediately due and payable. In addition, under certain circumstances, and to the extent permitted by law, the trustee may be granted certain powers to take possession of, hold, operate and manage, and sell, the mortgaged property.

The description set forth above concerning the MT Bonds is qualified in its entirety by reference to the MT Supplemental Indenture which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

On March 28, 2024, NorthWestern Energy Public Service Corporation ("NWE Public Service"), a wholly owned subsidiary of NWE Group, issued and sold $40 million principal amount of NWE Public Service's South Dakota First Mortgage Bonds (the "SD Bonds"). The SD Bonds were issued in a transaction exempt from the registration requirements of the Securities Act of 1933, have not been registered under the Securities Act, and will not be offered or sold in the

United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.


Issue Date	Maturity Date	Principal Amount	Interest Rate
March 28, 2024	March 28, 2029	$33 million	5.55%
March 28, 2024	March 28, 2034	$7 million	5.75%

The terms of the SD Bonds were established in the Twenty-first Supplemental Indenture, dated as of March 1, 2024 (the "SD Supplemental Indenture"), between NWE Public Service and The Bank of New York Mellon, as trustee. The SD Bonds are governed by the terms of the General Mortgage Indenture and Deed of Trust dated as of August 1, 1993, as amended and supplemented, between NWE Public Service and the trustees, and the SD Supplemental Indenture (collectively, the “SD Indenture”). The SD Bonds will rank equally in right of payment with all current and future debt that is secured by the first mortgage lien of the SD Indenture.

NWE Public Service may redeem some or all of the SD Bonds at any time at its option prior to maturity at a make-whole price as described in the SD Supplemental Indenture.

The SD Indenture provides for customary events of default, including payment defaults and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the SD Bonds, plus accrued and unpaid interest, if any, may be declared immediately due and payable. In addition, under certain circumstances, and to the extent permitted by law, the trustee may be granted certain powers to take possession of, hold, operate and manage, and sell, the mortgaged property.

The description set forth above concerning the SD Bonds is qualified in its entirety by reference to the SD Supplemental Indenture which is attached hereto as Exhibit 4.2 and is incorporated herein by reference.


Exhibit No.						Description of Document
4.1*						Forty-fifth Supplemental Indenture, dated as of March 1, 2024, between NW Corp and The Bank of New York Mellon and Dimple Gandhi, as trustees.
4.2*						Twenty-first Supplemental Indenture, dated as of March 1, 2024, between the Company and The Bank of New York Mellon, as trustee.
104						Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

* filed herewith

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


						NorthWestern Energy Group, Inc.

			By:			/s/ Timothy P. Olson
						Timothy P. Olson
						Corporate Secretary