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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): April 27, 2023

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NorthWestern Corporation
(Exact name of registrant as specified in its charter)
Delaware1-1049946-0172280
(State or other jurisdiction of
incorporation or organization)		(Commission File Number)
(I.R.S. Employer Identification No.)
3010 W. 69th StreetSioux FallsSouth 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 classTrading Symbol(s)Name of each exchange on which registered
Common stockNWENasdaq 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 April 27, 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 March 31, 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.
Annual Meeting Presentation. As previously announced and as stated in the Press Release, on April 28, 2023, at 12:00 p.m. Eastern time (10:00 a.m. Mountain time), the Company will hold its virtual annual meeting of shareholders. A virtual annual meeting enables our shareholders—regardless of size, resources, or physical location—to participate in the annual meeting at no cost. We are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate at our virtual meeting as they would in person.
The annual meeting will be webcast live on the internet and can be accessed by visiting www.virtualshareholdermeeting.com/NWE2023. To listen to the meeting, please go to the site at least 10 minutes in advance of the meeting and follow the check-in procedures.
During the annual meeting, Brian Bird, president and chief executive officer of the Company will make a presentation (the "Annual Meeting Presentation") to shareholders and other attendees that will discuss the Company's operations.
Earnings Call Presentation. As previously announced and as stated in the Press Release, the Company will host an investor conference call and webcast on April 28, 2023, at 3:30 p.m. Eastern time to review its financial results. During the conference call, Brian Bird, president and chief executive officer, and Crystal Lail, vice president and chief financial officer, will make a slide presentation (the "Investor Call Presentation") concerning the Company's financial results.
A live webcast of the investor conference call can be accessed from the Company’s website at www.northwesternenergy.com/earnings-registration. To listen and view the slideshow presentation, please go to the site at least 15 minutes in advance of the call to register. An archived webcast will be available shortly after the event and remain active for one year.
Copies of the Annual Meeting Presentation and the Investor Call Presentation are being furnished pursuant to Regulation FD as Exhibits 99.2 and 99.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The information in the presentations 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 presentations 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
Press Release, dated April 27, 2023
Annual Meeting Presentation, dated April 28, 2023
Investor Call Presentation, dated April 28, 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: April 28, 2023

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