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~~July 2924, 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)

(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)

Registrant’s telephone number, including area code: 605-978-2900

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
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).

Emerging Growth Company ☐

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.

☐

Item 2.0302 ~~Creation~~Results of aOperations ~~Direct~~and Financial ~~Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~Condition

On ~~June~~July 2924, 2023, ~~the City of Forsyth, Rosebud County, Montana, (the "City") issued $144,660,000 principal amount of its Pollution Control Revenue Refunding Bonds (~~NorthWestern Corporation ~~Colstrip Project) Series 2023 (the "Bonds") on behalf of NorthWestern Corporation,~~ d/b/a NorthWestern Energy (Nasdaq: NWE) (the " “Company"”). ~~The~~issued ~~proceeds~~a ofpress ~~the~~release ~~Bonds were loaned to~~ (the ~~Company~~“Press ~~by the City (as discussed below~~Release”) ~~and~~discussing ~~have~~financial ~~been~~results ~~used to provide~~ for the ~~payment~~quarter ofended ~~the~~June ~~City's $144~~30,~~660,000~~ ~~Pollution Control Revenue Refunding Bonds (NorthWestern Corporation Colstrip Project) Series 2016 (the "Prior Bonds") issued by the City on behalf of the Company~~2023. The ~~Bonds~~Press ~~were~~Release ~~issued~~is furnished ~~under an Indenture of Trust, dated~~ as ofExhibit ~~June~~ 99.1, ~~2023~~hereto ~~(the "Indenture"), between the City~~ and ~~U.S.~~is ~~Bank~~incorporated ~~Trust~~herein ~~Company,~~by ~~National Association, as trustee (the "Trustee")~~reference.

The ~~City~~information ~~has~~in ~~loaned~~this ~~the~~Current ~~proceeds~~Report ofon ~~the~~Form ~~Bonds~~8-K toprovided ~~the~~under ~~Company~~Item ~~pursuant~~2.02 toshall anot ~~Loan~~be ~~Agreement~~deemed ~~dated~~“filed” asfor ~~of June 1, 2023 (~~the ~~"Loan~~purposes ~~Agreement")~~of ~~between~~Section ~~the~~18 ~~Company~~of ~~and~~ the ~~City.~~Securities ~~Pursuant~~Exchange toAct ~~the~~of ~~Loan Agreement~~1934, ~~the Company is obligated to make payments in such amounts and at such times~~ as ~~will be sufficient to pay~~amended, ~~when~~or ~~due,~~otherwise ~~the~~subject ~~principal and interest on the Bonds. In order~~ to ~~provide security for~~ the ~~payment~~liabilities of ~~the~~that ~~Company's~~Section. ~~obligation~~The toinformation ~~repay~~provided ~~the loan made to it by the City~~ under ~~the~~Item ~~Loan~~2.02 ~~Agreement,~~in ~~the~~this ~~Company,~~Current ~~pursuant~~Report toshall anot ~~Bond~~be ~~Delivery~~incorporated ~~Agreement,~~by ~~dated~~reference asinto ofany ~~June~~registration 1,statement ~~2023~~or ~~(the~~other ~~"Bond~~document ~~Delivery Agreement"), between the Company and the Trustee, issued and delivered to the Trustee $144,660,000 of its first mortgage bonds (the "2023 First Mortgage Bonds")~~ pursuant to the ~~Mortgage~~Securities ~~and~~Act ~~Deed~~ of ~~Trust~~1933, ~~dated~~ as ~~of October 1, 1945, from the Company to The Bank of New York Mellon and Mary Miselis, as trustees (collectively, the "Mortgage Trustee"), as previously supplemented and~~ amended ~~and as supplemented by a Forty-fourth Supplemental Indenture~~, ~~dated~~except as ofshall June 1. 2023 (collectively, the "Mortgage"). As holder of the 2023 First Mortgage Bonds, the Trustee has, ratably with the holders of all other first mortgage bonds issued and outstanding under the Mortgage, a lien on certain properties of the Company. The Forty-fourth Supplemental Indenture provides that no payments under the 2023 First Mortgage Bonds will be ~~due~~expressly soset ~~long~~forth asby ~~the~~specific ~~Company~~reference isin ~~making~~such ~~its payments under the Loan Agreement~~filing.

~~The~~Item ~~Bonds bear interest at a rate of 3~~7.~~875%,~~01 Regulation ~~beginning~~FD ~~on their date of issue through maturity on July 1, 2028~~Disclosure.

~~The~~As ~~Bonds~~previously ~~are~~announced ~~subject~~and toas ~~special~~stated ~~mandatory~~in ~~redemption~~the ~~upon~~Press aRelease, ~~determination~~the ~~that~~Company ~~the~~will ~~interest~~host an investor conference call and webcast on ~~the~~July ~~Bonds~~26, ~~would~~2023, beat ~~included~~11:00 ina.m. ~~the~~Eastern ~~holders'~~time ~~gross~~to ~~income~~review ~~for~~its ~~federal~~financial ~~income~~results. ~~tax~~During ~~purposes~~the conference call, Brian B. ~~Any~~Bird, ~~such~~president ~~special~~and ~~mandatory~~chief ~~redemption~~executive ~~also~~officer, ~~would~~and beCrystal atD. aLail, ~~redemption~~vice ~~price~~president ofand ~~100%~~chief financial officer of the ~~principal~~Company, ~~amount~~will ~~thereof,~~make ~~plus~~a ~~accrued~~slide ~~and~~presentation ~~unpaid~~(the ~~interest,~~"Investor ifCall ~~any,~~Presentation") toconcerning the ~~redemption~~Company's ~~date~~financial results.

~~The~~A ~~Indenture,~~live webcast of the ~~Loan~~investor ~~Agreement,~~conference call can be accessed from the ~~Bond~~Company’s ~~Delivery~~website ~~Agreement~~at www.northwesternenergy.com/earnings-registration. To listen and view the ~~Forty-Fourth~~slideshow ~~Supplemental~~presentation, ~~Indenture~~please ~~are~~go ~~filed~~to ~~with~~the ~~this~~site ~~report~~at asleast ~~Exhibits~~15 minutes ~~4.1,~~in ~~4.2,~~advance 4of the call to register.3, An archived webcast will be available shortly after the call and 4will be available for one year.4.

~~Item~~A 9copy of the Investor Call Presentation is being furnished pursuant to Regulation FD as Exhibit 99.~~01 Financial~~2 ~~Statements~~to this Current Report on Form 8-K and ~~Exhibits~~is incorporated herein by reference. The information in the presentation shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Furthermore, the presentation shall not be deemed to be incorporated by reference into the Company's filings under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except as set forth with respect thereto in any such filing.

Item 9.01 Financial Statements and Exhibits.

EXHIBIT NO.	DESCRIPTION OF DOCUMENT
Exhibit No.		Description of Document
4.1*	Indenture of Trust, dated as of June 1, 2023, by and between the City of Forsyth, Rosebud County, Montana, and U.S. Bank Trust Company, National Association, as trustee
99.1*		Press Release, dated July 24, 2023
4.2*	Loan Agreement, dated as of June 1, 2023, by and between the City of Forsyth, Rosebud County, Montana, and NorthWestern Corporation
99.2*		Investor Call Presentation, dated July 26, 2023
4.3*	Bond Delivery Agreement, dated as of June 1, 2023, between NorthWestern Corporation and U.S. Bank Trust Company, National Association, as trustee
* filed herewith
4.4*	Forty-fourth Supplemental Indenture, dated as of June 1, 2023, between NorthWestern Corporation and the Mortgage Trustee
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith

Signatures

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 Corporation

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

Date: July 625, 2023

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