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NWE on Nasdaq

NorthWestern Energy Group, Inc.

NorthWestern Energy Group, Inc. is an American electric and services combined company based in Sioux Falls.2 Its shares trade on Nasdaq under the symbol NWE.2

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Last updated Oct 21, 2026.

Overview

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  • TickerNWE on Nasdaq2
  • IndustryElectric & Other Services Combined2
  • HeadquartersSioux Falls, United States2
  • Incorporated inDE3
  • Business address3010 West 69Th Street, Sioux Falls, Sd 571083
  • Filer categoryLarge accelerated filer3
  • Legal formCorporation2
  • LEI254900N1WG46G1VMDM342
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressC/O THE CORPORATION TRUST COMPANY, 19801 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 74909562

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On one or more occasions, we may make statements in this Annual Report on Form 10-K regarding our assumptions, projections, expectations, targets, intentions or beliefs about future events. All statements other than statements of historical facts, included or incorporated by reference in this Annual Report, relating to our current expectations of future financial performance, continued growth, changes in economic conditions or capital markets, changes in customer usage patterns and preferences, and statements relating to our pending merger with Black Hills Corporation are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

20.2%Operating margin6
11.2%Net margin6
6.4%Revenue growth, 20256
6.3%Return on equity6
1.10×Debt to equity6
-$130.0MFree cash flow6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Electricity, US Regulated brought in 79% of the revenue NorthWestern Energy Group, Inc. broke down this way in fiscal 2025.

  1. Electricity, US Regulated$1.3B679%up 6% from 2024
  2. Natural Gas, US Regulated$340.6M621%up 9% from 2024
Products and services by year
Products and services202320242025
Electricity, US Regulated$1.1B$1.2B$1.3B
Natural Gas, US Regulated$353.3M$313.2M$340.6M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs88¢$1.4B
  • Income tax0¢$6.5M
  • Profit11¢$181.1M

Out of $1.6B in revenue.6

Where each dollar of operating cash went, fiscal 2025

  • Capital spending76¢$524.5M
  • Dividends paid24¢$161.4M

Out of $394.5M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.6

Financial statements

Revenue786$1.6B in 2025+17% since 2021
0$500.0M$1.0B$1.5B$2.0B2021: $1.4B$1.4B20212022: $1.5B$1.5B2022+8%2023: $1.4B$1.4B2023−4%2024: $1.5B$1.5B2024+6%2025: $1.6B$1.6B2025+6%
Operating income786$325.8M in 2025+18% since 2021
0$100.0M$200.0M$300.0M$400.0M2021: $275.7M$275.7M20212022: $263.1M$263.1M2022−5%2023: $300.5M$300.5M2023+14%2024: $323.3M$323.3M2024+8%2025: $325.8M$325.8M2025+1%
Net income786$181.1M in 2025−3% since 2021
0$100.0M$200.0M$300.0M2021: $186.8M$186.8M20212022: $183.0M$183.0M2022−2%2023: $194.1M$194.1M2023+6%2024: $224.1M$224.1M2024+15%2025: $181.1M$181.1M2025−19%

Every line of the income statement as filed: the last 3 fiscal years (annual) or 2 quarters (quarterly), latest first.6

Period ending2025-12-312024-12-312023-12-31
Electric$1.3B$1.2B$1.1B
Gas$340.6M$313.2M$353.3M
Total Revenues$1.6B$1.5B$1.4B
Utilities Operating Expense, Fuel Used$409.8M$433.8M$420.3M
Operating and maintenance$284.9M$227.8M$220.5M
Administrative and general$158.2M$137.4M$117.4M
Property and other taxes$182.3M$163.9M$153.1M
Depreciation and depletion$249.5M$227.6M$210.5M
Total Operating Expenses$1.3B$1.2B$1.1B
Operating Income$325.8M$323.3M$300.5M
Interest Expense, net-$150.4M-$131.7M-$114.6M
Other Income, net$12.1M$23.0M$15.8M
Income Before Income Taxes$187.6M$214.7M$201.7M
Income Tax (Expense) Benefit-$6.5M$9.4M-$7.5M
Net Income$181.1M$224.1M$194.1M
Average Common Shares Outstanding61.4M shares61.3M shares60.3M shares
Basic Earnings per Average Common Share$2.95$3.66$3.22
Diluted Earnings per Average Common Share$2.94$3.65$3.22

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Corporate structure

NorthWestern Energy Group, Inc. sits at the top of its group. 16 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of NorthWestern Energy Group, Inc.

  • NorthWestern Energy Group, Inc. Sioux Falls, South Dakota, United States
    • Canadian-Montana Pipe Line Corporation Subsidiary · Canada
    • Colstrip Property Holdings LLC Subsidiary · Montana, United States
    • Havre Pipeline Company, LLC Subsidiary · Texas, United States
    • Lodge Creek Pipelines, LLC Subsidiary · Nevada, United States
    • NorthWestern Colstrip 222Av LLC Subsidiary · Montana, United States
    • NorthWestern Colstrip 370Pu LLC Subsidiary · Montana, United States
    • NorthWestern Corporation Subsidiary · Delaware, United States
    • NorthWestern Cut Bank Gas LCC Subsidiary · Montana, United States
    • NorthWestern Energy Public Service Corporation Subsidiary · South Dakota, United States
    • NorthWestern Energy Solutions, Inc. Subsidiary · Delaware, United States
    • NorthWestern Great Falls Gas LLC Subsidiary · Montana, United States
    • NorthWestern Services, LLC Subsidiary · Delaware, United States
    • Risk Partners Assurance, Ltd. Subsidiary · Bermuda
    • The Clark Fork and Blackfoot, L.L.C. Subsidiary · Montana, United States
    • Willow Creek Gathering, LLC Subsidiary · Nevada, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What NorthWestern Energy Group, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$9.3B6 Dec 31, 2025$8.8B6 Dec 31, 2024+5.8%
Property and equipment, net$6.7B6 Dec 31, 2025$6.4B6 Dec 31, 2024+5.3%
Finance-lease assets$1.0M6 Dec 31, 2025$3.0M6 Dec 31, 2024−66.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$8.8M6 Dec 31, 2025$4.3M6 Dec 31, 2024+105.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$367.6M6 Dec 31, 2025$357.6M6 Dec 31, 2024+2.8%

Inventory

ItemLatestA year beforeChange
Inventory, total$132.5M6 Dec 31, 2025$122.9M6 Dec 31, 2024+7.8%

Properties, in its own words

Our material properties include electric generating facilities, electric transmission and distribution lines, and natural gas production, transmission and distribution lines, which are described in Item 1 under Electric Operations and Natural Gas Operations. Substantially all of our NW Corp Montana electric and natural gas assets are subject to the lien of NW Corp's Montana First Mortgage Bond indenture. Substantially all of our South Dakota and Nebraska electric and natural gas assets are subject to the lien of NWE Public Service's South Dakota Mortgage Bond indenture.

Item 2 of the 10-K filed Feb 12, 2026.5

Leadership

Who has led NorthWestern Energy Group, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Brian B. Bird2024–now

President

  1. Brian B. Bird2024–now

Chief financial officer

  1. Crystal Dawn Lail2024–now
2025
Board members and other officers (19)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Canadian-Montana Pipe Line Corporation Canada4
  • Colstrip Property Holdings LLC Montana4
  • Havre Pipeline Company, LLC Texas4
  • Lodge Creek Pipelines, LLC Nevada4
  • NorthWestern Colstrip 222Av LLC Montana4
  • NorthWestern Colstrip 370Pu LLC Montana4
  • NorthWestern Corporation Delaware4
  • NorthWestern Cut Bank Gas LCC Montana4
  • NorthWestern Energy Public Service Corporation South Dakota4
  • NorthWestern Energy Solutions, Inc. Delaware4
  • NorthWestern Great Falls Gas LLC Montana4
  • NorthWestern Services, LLC Delaware4
  • Risk Partners Assurance, Ltd. Bermuda4
  • The Clark Fork and Blackfoot, L.L.C. Montana4
  • Willow Creek Gathering, LLC Nevada4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Sep 9, 20268-K Regulation FD disclosure31
  2. Jul 30, 20268-K Results of operations; Regulation FD disclosure32
  3. Jun 22, 20268-K Entered a material agreement; New debt or obligation33
  4. Jun 2, 20268-K Regulation FD disclosure34
  5. Jun 2, 20268-K Entered a material agreement; New debt or obligation35
  6. May 27, 20268-K Regulation FD disclosure36
  7. May 18, 20268-K Regulation FD disclosure37
  8. May 5, 20268-K Shareholder vote38
  9. Apr 30, 20268-K Results of operations; Regulation FD disclosure39
  10. Apr 3, 20268-K Shareholder vote; Other events40
  11. Feb 17, 20268-K Executive or director change41
  12. Feb 12, 20268-K Results of operations; Regulation FD disclosure42
  13. Mar 6, 2024New chief executive Brian B. Bird becomes CEO11
  14. May 30, 2023Founded NorthWestern Energy Group, Inc. is founded2

Calendar

Coming up

  1. Nov 4, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.79 a share, on Oct 29, 2025.43

When it reported results

  1. Jul 30, 2026Reported quarterly or annual results32
  2. Apr 30, 2026Reported quarterly or annual results39
  3. Feb 12, 2026Reported quarterly or annual results42
  4. Oct 30, 2025Reported quarterly or annual results44
  5. Jul 31, 2025Reported quarterly or annual results45
  6. Apr 30, 2025Reported quarterly or annual results46
  7. Feb 13, 2025Reported quarterly or annual results47
  8. Oct 30, 2024Reported quarterly or annual results48

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

316 filings to the SEC since October 2021: 3 annual reports, 9 quarterly reports, 57 major events, 171 insider forms, 12 large holders, 64 other. The latest 20:

  1. Oct 5, 20264 EDGAR
  2. Oct 5, 20264 EDGAR
  3. Oct 5, 20264 EDGAR
  4. Oct 5, 20264 EDGAR
  5. Oct 5, 20264 EDGAR
  6. Oct 5, 20264 EDGAR
  7. Oct 5, 20264 EDGAR
  8. Oct 5, 20264 EDGAR
  9. Sep 9, 20268-K EDGAR
  10. Aug 6, 20264 EDGAR
  11. Aug 5, 20264 EDGAR
  12. Jul 30, 20268-K EDGAR
  13. Jul 30, 202610-Q EDGAR
  14. Jul 13, 20264 EDGAR
  15. Jul 13, 20264 EDGAR
  16. Jul 13, 20264 EDGAR
  17. Jul 13, 20264 EDGAR
  18. Jul 13, 20264 EDGAR
  19. Jul 13, 20264/A EDGAR
  20. Jul 13, 20264 EDGAR

The 316 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

10 open-market trades by officers, directors and large owners since October 2021: 1 buys and 9 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
May 2, 2025Cashell Michael RVP - TransmissionSale2,349$58.03$136.3KForm 4
Feb 25, 2025Ide Britt EDirectorSale702$54.32$38.1KForm 4
Dec 12, 2024Clark Anthony ThomasDirectorSale7,400$51.95$384.4KForm 4
Dec 9, 2024Ide Britt EDirectorSale700$53.57$37.5KForm 4
Aug 8, 2024Ide Britt EDirectorSale688$51.92$35.7KForm 4
May 7, 2024Hines John DVP - Energy Supply & MT GovSale1,565$51.15$80.0KForm 4
May 3, 2024Ide Britt EDirectorSale687$51.30$35.2KForm 4
May 1, 2024Schroeppel Bobbi LVP - HR, Cust Care, Corp CommSale1,350$50.75$68.5KForm 4
Feb 27, 2024Ide Britt EDirectorSale687$48.24$33.1KForm 4
Feb 20, 2024YAZDI MAHVASHDirectorBuy1,000$48.80$48.8KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025President and Chief Executive Officer$921.3K$5.0M54
2025Vice President and Chief Financial Officer$511.8K$1.7M54
2025General Counsel and Vice PresidentFederal Gov't Affairs$378.7K$1.0M54
2025Vice President – Supply / Montana Govt Affairs$353.2K$941.5K54
2025Vice President – Customer CareCommunications and HR$358.3K$908.8K54
2024President and Chief Executive Officer$873.1K$4.8M54
2024Vice President and Chief Financial Officer$493.1K$1.7M54
2024General Counsel and Vice PresidentFederal Gov't Affairs$364.6K$1.0M54
2024Vice President – Supply / Montana Govt Affairs$341.1K$929.9K54
2024Vice President – Customer CareCommunications and HR$344.3K$892.5K54
2023President and Chief Executive Officer$794.5K$3.1M54
2023Vice President and Chief Financial Officer$457.7K$1.3M54
2023Vice President – Supply / Montana Govt Affairs$326.6K$784.0K54
2023General Counsel and Vice PresidentFederal Gov't Affairs$347.4K$770.1K54
2023Vice President – Customer CareCommunications and HR$325.2K$735.6K54

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.9,070,752$649.6M0.0%+789,222
Vanguard Portfolio Management LLC3,548,697$254.2M0.0%+58,960
Vanguard Capital Management LLC2,790,136$199.8M0.0%+7,429
State Street Corp2,431,546$174.1M0.0%+96,465
Geode Capital Management, LLC1,788,900$128.1M0.0%+94,546
Franklin Resources Inc1,581,525$113.3M0.0%−40,442
Neuberger Berman Group LLC1,357,486$97.3M0.1%+82,960
Balyasny Asset Management L.P.1,285,897$92.1M0.2%+375,337
American Century Companies Inc1,238,268$88.7M0.0%−319,599
Systematic Financial Management LP1,121,956$80.4M1.6%−10,109
AQR Arbitrage LLC1,094,832$78.4M1.3%+12,885
Millennium Management LLC1,064,119$76.2M0.1%−250,369
Goldman Sachs Group Inc1,051,382$75.3M0.0%−299,520
Dimensional Fund Advisors LP1,035,633$74.2M0.0%+12,403
Citigroup Inc1,023,760$73.3M0.0%+285,122
Alliancebernstein L.P.1,061,407$70.0M0.0%+245,094
Hudson Bay Capital Management LP903,026$64.7M0.3%+278,017
Fmr LLC861,126$61.7M0.0%+92,498
Northern Trust Corp824,542$59.1M0.0%+14,982
Morgan Stanley821,726$58.9M0.0%+48,525
Nomura Asset Management International Inc.806,508$57.8M0.1%−81,467
River Road Asset Management, LLC796,943$57.1M0.6%−208,859
Charles Schwab Investment Management Inc786,289$56.3M0.0%−25,386
Norges Bank780,561$55.9M0.0%New
Bank Of America Corp /de/758,501$54.3M0.0%−44,966

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

3 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Mar 3, 2026Gilbert Ray Cisneros, Jr.Democratic, HouseBuy$1,001 - $15,000−9.1%Report
Jun 17, 2025Lisa C. McClainRepublican, HouseSale$1,001 - $15,000−16.0%Report
Jun 9, 2025Lisa C. McClainRepublican, HouseBuy$1,001 - $15,000+11.8%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How NorthWestern Energy Group, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARNorthWestern Energy Group, Inc.1
  • CIK0001993004
  • Employer ID (EIN)93-20203205
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)4931 Electric & Other Services Combined1
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
  • Business address3010 West 69Th Street, Sioux Falls, SD 571081
  • Phone605-978-29001
  • Shares outstanding61,517,850 as of Jul 24, 202610
  • Public float$3.1B as of Jun 30, 20255
  • AuditorDeloitte & Touche LLP, Minneapolis, Minnesota PCAOB ID 34; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceOct 2, 20231
  • Filings316 in all: 4 (169), 8-K (57), 425 (42), 10-Q (9), 144 (7), SC 13G/A (5), SCHEDULE 13G/A (5), 10-K (3)1
    All 19 form types

    DEF 14A (3), DEFA14A (3), ARS (2), S-3ASR (2), S-8 (2), SCHEDULE 13G (2), 3 (1), 4/A (1), 8-K12G3 (1), ANNLRPT (1), DEFM14A (1)

  • Latest filingsAnnual report (10-K) Feb 12, 2026
    Quarterly report (10-Q) Jul 30, 2026
    Proxy statement (DEF 14A) Mar 12, 2026
    Latest 8-K (8-K) Sep 9, 2026

Securities registered for trading

ClassSymbolExchange
Common stockNWENasdaq Stock Market LLC

From the cover page of the 10-K filed Feb 12, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks NorthWestern Energy Group, Inc. names in Item 1A of its 10-K filed Feb 12, 2026: 48 risks under these headings, as written.5

  • Regulatory, Legislative and Legal Risks
  • Operational Risks
  • Liquidity and Financial Risks
  • Risks Related to the Merger
  • Risks Relating to the Combined Company Following Completion of the Merger
  • Our profitability depends on our ability to recover the costs of providing energy and utility services to our customers and earn a return on our capital investment in our utility operations. We are subject to potential unfavorable litigation, and state and federal regulatory outcomes. To the extent our incurred costs are deemed imprudent by the applicable regulatory commissions or certain regulatory mechanisms are not available, we may not recover some of our costs or collect them in a timely manner, which could adversely impact our results of operations and liquidity.
  • We are subject to changing federal and state laws and regulations. Congress and state legislatures may enact legislation that adversely affects our operations and financial results.
  • We are subject to extensive and changing energy, and environmental laws and regulations with which compliance may be difficult and costly.
  • Early closure of our owned and jointly owned electric generating facilities due to environmental risks, litigation or public policy changes could have a material adverse impact on our results of operations and liquidity.
  • Increased risks of regulatory penalties could negatively impact our business.
  • Federally mandated purchases of power from QFs, and integration of power generated from those projects in our system, may increase costs to our customers and decrease system reliability, limit our ability to make generation investments and adversely affect our business.
  • Our electric and natural gas operations involve numerous activities that may result in accidents, fires, system outages and other operating risks and costs that are unique to our industry.
The other 41 risks
  • Our electric and natural gas portfolios rely significantly on market purchases. This exposure adversely affects our ability to manage our operational requirements to reliably serve our customers, while exposing us to market volatility, which ultimately could adversely affect our results of operations and liquidity.
  • Weather and weather patterns, including normal seasonal and quarterly fluctuations of weather, as well as extreme weather events, could adversely affect our ability to manage our operational requirements to serve our customers, and ultimately adversely affect our results of operations and liquidity.
  • Our results of operations may be impacted by disruptions to fuel supply or the electric grid that are beyond our control.
  • Our revenues, results of operations and financial condition are impacted by customer growth and usage in our service territories and may fluctuate with current economic conditions or response to price increases. We are also impacted by market conditions outside of our service territories related to demand for transmission capacity and wholesale electric pricing.
  • Cyber and physical attacks, threats of terrorism and catastrophic events that could result from terrorism, or individuals and/or groups attempting to disrupt our business, or the businesses of third parties, may affect our operations in unpredictable ways and could adversely affect our liquidity and results of operations. Failure to maintain the security of personally identifiable information could adversely affect us.
  • We may have difficulty cost-effectively completing certain operations activities and construction projects due to inflationary pressures or if our third-party business partners are unable to deliver ordered supplies or complete contracted services timely, including workforce shortages or macro supply chain disruptions.
  • Failure to attract and retain an appropriately qualified workforce could affect our operations.
  • We may be unable to obtain insurance coverage, and the coverage we currently have may not apply or may be insufficient to cover a significant loss.
  • Our plans for future expansion through the acquisition of assets, capital improvements to existing assets, generation investments, and transmission grid expansion involve substantial risks.
  • Access to capital markets is critical to our operations and our capital structure. Increasing interest rates could have a material negative impact on our financial condition.
  • We are subject to financial risks associated with the transition to a lower carbon economy.
  • We must meet certain credit quality standards. If we are unable to maintain investment grade credit ratings, our liquidity, access to capital and operations could be materially adversely affected.
  • Our obligation to include a minimum annual quantity of power in our Montana electric supply portfolio at an agreed upon price per MWH could expose us to material commodity price risk if certain QFs under contract with us do not perform during a time of high commodity prices, as we are required to make up the difference.
  • Changes in tax law may significantly impact our business.
  • We are subject to counterparty credit risk.
  • Poor investment performance of plan assets of our defined benefit pension and postretirement benefit plans, in addition to other factors impacting these costs, could unfavorably impact our results of operations and liquidity.
  • We have a holding company structure and rely on cash from our subsidiaries to pay dividends.
  • Because the exchange ratio is fixed and because the market prices of NorthWestern Common Stock and Black Hills Common Stock will fluctuate, NorthWestern shareholders cannot be certain of the market value of the Merger consideration they will receive in the Merger or the difference between the market value of the Merger consideration they will receive in the Merger and the market value of NorthWestern Common Stock immediately prior to the Merger.
  • The Merger Agreement contains provisions that limit NorthWestern's ability to pursue alternatives to the Merger, could discourage a potential acquirer of NorthWestern from making a favorable alternative transaction proposal and, in certain circumstances, could require NorthWestern to pay a termination fee to Black Hills.
  • NorthWestern is subject to risk of the Merger having adverse impact on its credit rating while the Merger is pending.
  • The market prices of NorthWestern Common Stock and other securities may be subject to fluctuation while the Merger is pending.
  • NorthWestern is subject to contractual restrictions in the Merger Agreement that may hinder its operations while the Merger is pending. The corollary restrictions applicable to Black Hills may not prevent Black Hills from taking actions that are adverse to NorthWestern or its stockholders.
  • NorthWestern will incur significant transaction and other costs in connection with the Merger.
  • Uncertainties associated with the Merger may cause a loss of management personnel and other key employees of NorthWestern and Black Hills, which could adversely affect the future business and operations of the combined company following the Merger.
  • The business relationships of NorthWestern and Black Hills may be subject to disruption due to uncertainty associated with the Merger, which could have a material effect on the business, financial condition, cash flows and results of operations of NorthWestern or Black Hills pending the combined company and following the Merger.
  • The Merger may not be accretive to NorthWestern's or Black Hills' earnings and may cause dilution to the combined company's earnings per share, which may negatively affect the current or future market price of NorthWestern Common Stock or other securities.
  • If the Merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, certain NorthWestern stockholders may be required to pay substantial U.S. federal, state and/or local income taxes.
  • NorthWestern and/or Black Hills may be subject to litigation challenging the Merger while it is pending, and an unfavorable judgment or ruling in any such lawsuits could prevent or delay the consummation of the Merger and/or result in substantial costs.
  • Failure to successfully combine the businesses of NorthWestern and Black Hills in the expected time frame or at all may adversely affect the future results of the combined company, and, consequently, the value of the Black Hills common stock to be received by the NorthWestern shareholders in the Merger.
  • NorthWestern stockholders will have a reduced ownership and voting interest after the Merger and will exercise less influence over management.
  • The market price of the combined company's Common Stock after the completion of the Merger may be affected by factors different from those that historically have affected or currently affect NorthWestern Common Stock.
  • 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.
  • Each of NorthWestern and Black Hills may have liabilities that are not known to the other party.
  • Each of NorthWestern and Black Hills and their respective subsidiaries has substantial amounts of indebtedness. Consequently, the combined company will have substantial indebtedness following the Merger. As a result, the rating of the combined company’s indebtedness could be downgraded, and it may be difficult for the combined company to pay or refinance its debts or take other actions, and the combined company may need to divert its cash flow from operations to debt service payments.
  • The combined company may fail to realize all of the anticipated benefits of the Merger.
  • The future results of the combined company following the Merger will suffer if the combined company does not effectively manage its expanded operations.
  • There is no guarantee that the combined company will declare and pay dividends following the Merger.
  • The combined company is expected to record a significant amount of goodwill as a result of the Merger, and such goodwill could become impaired in the future.
  • The combined company's ability to utilize NorthWestern's and/or Black Hills' historic net operating loss carryforwards and certain other tax attributes may be limited.
  • Future sales or issuances of Black Hills Common Stock could have a negative impact on the Black Hills Common Stock price.
  • Future disclosures relating to the Merger may not align with investor expectations.

Legal proceedings

We discuss details of our legal proceedings in Note 20 - Commitments and Contingencies, to the Consolidated Financial Statements. Some of this information is about costs or potential costs that may be material to our financial results.

The opening of Item 3, Legal Proceedings.5

Sources

The numbers on this page point here. Each one links to the record it came from.

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