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): ~~July~~September 2413, 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 2.02 Results of Operations and Financial Condition

On July 24, 2023, NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWE) (the “Company”) issued a press release (the “Press Release”) discussing financial results for the quarter ended June 30, 2023. The Press Release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information in this Current Report on Form 8-K provided under Item 2.02 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information provided under Item 2.02 in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

AsOn ~~previously~~September 13, ~~announced~~2023, ~~and~~Brian asBird, ~~stated~~president inand ~~the~~chief ~~Press~~executive ~~Release,~~officer; ~~the~~Crystal ~~Company~~Lail, ~~will~~vice ~~host~~president anand ~~investor~~chief ~~conference~~financial ~~call~~officer; ~~and~~Emilie ~~webcast~~Ng, ontreasurer; ~~July~~and ~~26,~~Travis ~~2023~~Meyer, atdirector corporate ~~11:00~~development ~~a.m.~~and ~~Eastern~~investor ~~time~~relations toofficer, ~~review~~of ~~its~~NorthWestern ~~financial~~Corporation ~~results.~~d/b/a ~~During~~NorthWestern ~~the~~Energy ~~conference~~(Nasdaq: ~~call,~~NWE) ~~Brian~~(the “Company”) B.will ~~Bird,~~be ~~president~~conducting ~~and~~one-on-one ~~chief~~meetings ~~executive~~with ~~officer,~~existing and ~~Crystal~~potential D.investors ~~Lail,~~in ~~vice~~Boston ~~president~~ and ~~chief~~New ~~financial~~York. ~~officer~~During ofthese ~~the Company~~meetings, they will ~~make~~be aproviding ~~slide~~certain ~~presentation~~information ~~(the "Investor Call Presentation")~~ concerning the Company's ~~financial~~in ~~results.~~a slide presentation.

A ~~live~~copy ~~webcast~~ of the ~~investor~~presentation ~~conference~~is ~~call~~being ~~can~~furnished bepursuant ~~accessed~~to ~~from~~Regulation ~~the~~FD ~~Company’s~~as ~~website~~Exhibit ~~at www~~99.~~northwesternenergy.com/earnings~~1 to this Current Report on Form 8-~~registration~~K and is incorporated herein by reference. To ~~listen~~The ~~and~~information ~~view~~in the ~~slideshow~~ presentation, ~~please~~will gonot be deemed to ~~the~~be ~~site~~“filed” atfor ~~least~~the ~~15 minutes~~purposes inof ~~advance~~Section 18 of the ~~call~~Securities Exchange Act of 1934, as amended, or otherwise subject to ~~register~~the liability of that section. AnFurthermore, ~~archived~~the ~~webcast~~presentation will not be ~~available~~deemed ~~shortly~~to ~~after~~be incorporated by reference into the ~~call~~Company's ~~and~~filings ~~will~~under bethe ~~available~~Securities ~~for~~Act ~~one~~of ~~year~~1933, as amended, or under the Securities Exchange Act of 1934, as amended, except as set forth with respect thereto in any such filing.

AItem ~~copy of the Investor Call Presentation is being furnished pursuant to Regulation FD as Exhibit 99~~9.201 Financial toStatements ~~this Current Report on Form 8-K~~ and ~~is incorporated herein by reference~~Exhibits. 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.

Exhibit No.						Description of Document
99.1*						~~Press Release~~Presentation, dated ~~July~~September 2413, 2023
99.2*						Investor Call Presentation, dated July 26, 2023
* 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~~September 2513, 2023

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