DEF 14A of NorthWestern Energy Group, Inc., Mar 12, 2026

DEF 14A of NorthWestern Energy Group, Inc.

Filed Mar 12, 2026 · FY20250001993004-26-000018

Open on EDGAR

  1. Alignment of Pay with Shareholder and Customer Interests

    Alignment of Pay with Shareholder and Customer Interests Our executive pay program is designed to align the long-term interests of our executives, shareholders, and customers. The program consists of three core components (base salary, annual cash incentive, and long-term equity incentive), which did not change in 2025. Our annual and long-term incentives continue to be performance-based, and our long-term equity incentive awards continue to be split 70/30 between performance share units with a three-year performance period and restricted share units with a three-year restricted period. To align with market, we also provide a more traditional supplemental retirement cash contribution to our executives, which replaces the executive retirement equity awards we discontinued in 2022. The full design of our compensation program and its components are detailed in the Compensation Discussion and Analysis, beginning on page 33.

  2. Alignment of Pay with Shareholder and Customer Interests

    | | | Percent of Total Compensation | | | Component | Description | CEO | Other NEO Avg. | | Base Salary Fixed, paid in cash | Target middle of competitive range of peer group, with adjustments for trade area economics, turnover, tenure, and experience | 20% | 40% | | Annual Cash Incentive Variable, at risk, paid in cash | Based on net income, safety, reliability, and customer satisfaction metrics and individual performance | 20% | 23% | | Long-Term Equity Incentive Variable or at risk, paid in equity | 70 percent performance share units, based on EPS, ROAE and relative TSR performance over a three-year performance period and 30 percent restricted share units vesting over a three-year restricted period | 60% | 37% |

  3. Performance Against Incentive Targets

    Performance Against Incentive Targets We believe 2025 was critical in setting the stage for future growth for our Company. In August, we announced our pending merger of equals (the Merger) with our peer, Black Hills Corporation. The Merger will allow two companies with shared legacies and commitments to customers and communities to operate on a larger scale, capture efficiencies, and execute on growth opportunities. We also completed our acquisition of the Energy West natural gas distribution assets in Montana, adding additional utility infrastructure to our operations. We also focused on (a) preparing for the January 1, 2026, acquisition of additional ownership interests in the Colstrip Generating Station (with a zero-dollar acquisition price), to improve our generation capacity and (b) capturing future growth through providing service to large-load data center customers. From a financial perspective, our net income decreased from the prior year, and, for the three-year period ended December 31, 2025, we achieved an ROAE of 7.4 percent, an EPS growth rate of 1.2 percent, and our TSR was 25.0 percent (as calculated for our long-term incentive awards). Operationally, we worked safely and provided highly reliable service to our customers. Additionally, our customer satisfaction performance exceeded target. In total, we achieved below target performance for our 2025 annual incentive awards and above target performance for our long-term incentive awards that vested in 2025 following certain discretionary adjustments approved by our Board. We provide further details regarding these awards and how performance is calculated and adjusted in the Compensation Discussion and Analysis.

  4. Performance Against Incentive Targets

    | 2025 Annual Cash Incentive Outcome | 80% | Long-Term Incentive Program Vesting in 2025 | 103% |

  5. Pay Versus Performance

    Pay Versus Performance Based on the information in our Pay Versus Performance disclosure, beginning on page 61, the compensation actually paid (CAP) to our CEO and other NEOs in 2025 was more than the compensation disclosed in the Summary Compensation Table. CAP appears to correlate with certain measures of corporate performance — CAP appears to increase or decrease with increased or decreased TSR, which is not surprising as a third of our LTIP awards are tied to relative TSR. However, CAP does not appear to correlate with certain other measures of corporate performance — CAP increased and decreased from year to year even though net income consistently increased until this past year, and our supplemental Company selected metric (three-year ROAE) remained relatively flat. This result also is not surprising because these metrics represent a smaller percentage of our incentive compensation. Corporate Governance Overview Corporate Governance is a pillar at NorthWestern Energy Group, Inc., and we believe our governance practices are sound, as demonstrated by our ranking from Moody’s Investor Service as the 5th best utility for governance practices. We provide details of our governance practices in the Corporate Governance section of this proxy statement. We are nominating nine individuals for election as director, all of whom were elected by shareholders at last year’s annual meeting by an average of 99.6 percent of the votes cast. Each of the nominees is independent, with the sole exception of our CEO. We consider our Board to be diverse from several perspectives, as detailed in the Biographies of Our Nominees provided later in this proxy statement. Our Board is led by an independent chair, and our four Board committees – Audit, Compensation, Governance, and Operations – are chaired by and composed entirely of independent directors. Election of Directors Our Board is nominating nine people for election as directors at the 2026 annual meeting. All nominees currently serve as a director of our Board. Elected directors will serve for one year, until the next annual meeting of shareholders (or until a successor is able to serve) or, if earlier, the consummation of the Merger. Our diverse slate of nominees is listed below, and we provide additional background information and individual qualifications for each nominee in the Corporate Governance—Individual Directors section of this proxy statement, beginning on page 20.

  6. Pay Versus Performance

    | | The Board of Directors recommends you vote “FOR” each of the nine director nominees. |

  7. Pay Versus Performance

    Unless you specifically withhold your authority to vote for the election of directors, the persons named in the accompanying proxy intend to vote “FOR” the election of each of the following director nominees:

  8. Pay Versus Performance

    | Name Occupation | Independent | Age | Director Since | Committee Membership | | Brian Bird President and CEO, NorthWestern Energy | No | 63 | 2023 | N/A | | Sherina Maye Edwards CEO in Residence at Red Arts Capital; former Commissioner, Illinois Commerce Commission | Yes | 42 | 2023 | Comp.; Gov. | | David Goodin Retired President and Chief Executive Officer, MDU Resources Group, Inc. | Yes | 64 | 2024 | Audit; Operations | | Jan Horsfall Chairman and Chief Executive Officer, Sparq, Inc. | Yes | 65 | 2015 | Operations (Chair); Audit | | Britt Ide CEO, Ide Energy & Strategy | Yes | 54 | 2017 | Gov. (Chair); Comp. | | Kent Larson Retired Executive Vice President and Group President, Xcel Energy | Yes | 66 | 2022 | Audit; Operations | | Linda Sullivan Retired Executive Vice President and CFO, American Water | Yes | 62 | 2017 | Board Chair | | Mahvash Yazdi President, Feasible Management Consulting | Yes | 74 | 2019 | Comp. (Chair); Operations | | Jeffrey Yingling Co-Founder and General Partner, Energy Capital Ventures | Yes | 66 | 2019 | Audit (Chair); Gov. |

  9. Pay Versus Performance

    All nominees have advised the Board that they are able and willing to serve as a director. Although not anticipated, if any nominee becomes unavailable for any reason, the shares represented by the proxies may be voted for such other person or persons as may be determined by the holders of the proxies (unless a proxy contains instructions to the contrary). In no event will the proxy be voted for more than nine nominees.

  10. Defined Skills with Two-Tiered Ranking

    Defined Skills with Two-Tiered Ranking Our skills matrix on the next page reflects characteristics and competencies that have been important in the Board’s recent corporate strategy discussions areas of focus, candidate searches, and the Company vision. The Board rates its members with respect to each of these skills using a two-tiered ranking system. Our two-tiered ranking system emphasizes the importance of each director by identifying primary areas of expertise and recognizing other areas of proficiency. This system immediately illustrates the unique diversity and skills our Board has worked hard to assemble, while also depicting the whole value brought to the Board by its members.

  11. Defined Skills with Two-Tiered Ranking

    | Director Skills Matrix | | | | | | | | | | | Financial Executive. High level, public company financial experience (principal financial officer, principal accounting officer, or public accountant or auditor) or a background in strategic financial and capital markets assists board oversight of our financial reporting, internal controls, and capital structure. | | | | | | | | | | | Utility Operations. Executive operational leadership experience in the energy or utility industry or in-depth knowledge of electric and natural gas transmission and distribution systems, energy markets, or electric generation facilities enables effective direction of operational improvements. | | | | | | | | | | | Regulatory and Public Policy. Positions in the public utility regulatory arena, experience in other regulated industries or areas, and/or a public policy background involving interactions with the government, policymakers, and government agencies helps guide our regulated utility strategies. | | | | | | | | | | | Risk Management / Oversight. Experience identifying, assessing, managing, and mitigating business and financial risk factors – including sustainability – and/or management responsibility of enterprise risk management enhances our Board’s oversight capabilities. | | | | | | | | | | | Human Capital Management. Leadership experience with attracting, motivating, and retaining high-performing employees helps us enhance our work environment through workforce diversity, worker health and safety, compensation, and company culture. | | | | | | | | | | | Technology and Security. Understanding business and operations technology – including financial systems, grid operations, critical infrastructure, and customer information systems – and the potential for physical and cyber threats to these systems helps guide our strategy and development. | | | | | | | | | | | Innovation and Transformation. Experience leading or managing change and driving innovation within an organization assists us as we evolve with our industry. | | | | | | | | | | | Customers and Communities. Direct experience within the local business and political environment of our customer and employee base permits our Board to understand the needs and interests of our customers and communities. Expertise in marketing and customer service helps oversee the public image we cultivate. | | | | | | | | | |

  12. Defined Skills with Two-Tiered Ranking

    | | Denotes extensive experience, knowledge, and/or expertise and indicates a primary qualification supporting the Director’s nomination. | | Denotes an area in which the director has a demonstrated proficiency and indicates an ancillary qualification supporting the director’s nomination. |

  13. Defined Skills with Two-Tiered Ranking

    Director Nominees Our nine director nominees currently serve on our Board and have been nominated for election to a one-year term on our Board. The biographies of these individuals follow.

  14. Defined Skills with Two-Tiered Ranking

    | | Brian Bird Director since 2023 Age 63 | | | President and Chief Executive Officer, NorthWestern Energy | | | Biography: Mr. Bird is the President and Chief Executive Officer of NorthWestern Energy (since January 2023). Prior to that he served as NorthWestern’s President and Chief Operating Officer (February 2021 to December 2022) and Chief Financial Officer (December 2003 to February 2021). Mr. Bird is a member of the Board of Directors of Energy Insurance Mutual Limited (since January 2023), a provider of insurance and risk management services to utilities and the energy services industry. He also shares his leadership and financial experience as a member of the Board of Directors for the Edison Electric Institute, the American Gas Association, Feeding South Dakota and North Central Electric Association (Past President). He also has served on the Sioux Empire United Way (2021 Campaign Chair), University of Idaho Utility Executive Course, and the Federal Reserve Board 9th District Advisory Council. Why have we nominated Mr. Bird? Our Board concluded that Mr. Bird is qualified to serve as a Board member because of his extensive experience with our Company over the past twenty years in three, high-profile leadership positions, including President and Chief Executive Officer, President and Chief Operating Officer, and Chief Financial Officer. While at NorthWestern he has led our finance function, our utility operations, and our enterprise risk management function. He also lives in our service territory, providing a personal understanding of issues facing our customers and communities. In addition, his leadership roles at the Company demonstrate expertise in public utility regulatory matters and technology and security issues and proficiencies in human capital management and innovation and transformation. | | Skill Highlights: Financial Executive Utility Operations Regulatory and Public Policy Risk Management / Oversight Technology and Security Customers and Communities Non-Independent Director NorthWestern Committees: None Other Public Boards: None | |

  15. Defined Skills with Two-Tiered Ranking

    | | Sherina Maye Edwards Director since 2023 Age 42 | | | CEO in Residence at Red Arts Capital | | | Biography: Ms. Edwards is the Chief Executive Officer in Residence at Red Arts Capital, a Chicago-based private equity firm, where she invests in and scales middle-market utility infrastructure companies. Before that, she served as the Chief Strategy Officer of MasTec (NYSE: MTZ), a Fortune 500 utility infrastructure company (2022) and the President and CEO of INTREN, a $14B MasTec subsidiary (2020-21). Her career spans corporate strategy, regulatory, and law as a former Partner at Quarles & Brady LLP, a Commissioner on the Illinois Commerce Commission, and President Obama’s appointee as co-chair of the U.S. Department of Transportation’s Voluntary Information-Sharing System Working Group. Bringing deep experience in corporate governance and strategy, Ms. Edwards serves on the board of Nexus Water Group, a leading regulated water and wastewater utility serving more than 1.3 million people across 20 U.S. states and two Canadian provinces, and as a Trustee of Spelman College. Ms. Edwards was formerly on the board of directors of Midland States Bancorp, Inc. (Nasdaq; MSBI) a community-based financial holding company. Why have we nominated Ms. Edwards? Our Board concluded that Ms. Edwards is qualified to serve as a Board member because of her utility regulatory expertise and her leadership regarding innovation and transformation. Her experience as a state regulatory commissioner and a lawyer concerning state and federal regulatory strategies and innovation will help our Board oversee our regulatory relationships, and her leadership driving change as a Chief Strategy Officer will help us evolve with our industry. In addition, through her career, she has developed proficiencies in the areas of utility operations, human capital management, and technology and security. | | Skill Highlights Regulatory and Public Policy Innovation and Transformation Independent Director NorthWestern Committees Compensation, Governance Other Public Boards None | |

  16. Defined Skills with Two-Tiered Ranking

    | David Goodin Director since 2024 Age 64 | | | Retired President and Chief Executive Officer, MDU Resources Group, Inc. | | | Biography: Mr. Goodin retired Jan. 5, 2024, as the President and Chief Executive Officer of MDU Resources Group, Inc. (NYSE: MDU), an organization that provides essential products and services through its regulated energy delivery and construction services businesses. Mr. Goodin retired from the Board of Directors of MDU on May 14, 2024. Before becoming CEO in 2013 and over the course of his nearly 41-year career with MDU, he served in various leadership roles in the organization, including President and CEO of the Utility Group, President of Cascade Natural Gas, and EVP of Operations and Acquisitions at MDU. Mr. Goodin has been appointed to a number of boards during his career. While CEO of MDU, he served as a member of MDU’s Board of Directors. He also has shared his leadership experience as a member of the Edison Electric Institute Board, the American Gas Association Board, the U.S. Bank Western ND Advisory Board, the Sanford West Medical Board, and the Boards of the NDSU Foundation and Alumni Association, and the Bismarck State College Foundation. His utility expertise has allowed him to serve on the Boards of the Edison Electric Institute, American Gas Association, North Central Electric Association, and Midwest Energy Association. Why have we nominated Mr. Goodin? Our Board concluded that Mr. Goodin is qualified to serve as a Board member because of his extensive experience leading a regulated utility and infrastructure company over a 40+ year career while serving in multiple, high-profile leadership positions. Leading a utility that serves Montana provides him with a personal understanding of issues facing our customers and communities. In addition, his experience leading infrastructure and construction businesses provides expertise highly related to our public utility operations and regulatory matters. | | | | Skill Highlights Financial Executive Utility Operations Regulatory and Public Policy Risk Management / Oversight Customers and Communities Independent Director NorthWestern Committees Audit, Operations Other Public Boards None |

  17. Defined Skills with Two-Tiered Ranking

    | Jan Horsfall Director since 2015 Age 65 | | | Chairman and Chief Executive Officer at Sparq, Inc. | | | Biography: Mr. Horsfall is the Chairman and Chief Executive Officer at Sparq, Inc., a sports-centric, artificial intelligence (AI) enabled game publisher which enables college athletes and universities to benefit from the latest name, image, likeness (NIL) policy now governing college sports. From 2022 to 2024, he also served as Chief Operations Officer at Sparq, Inc. Prior to that he was the Managing Partner (2019 to 2024) of Red Surfboard, LLC, a business consultant practice focused on the sports, energy, agriculture, and consumer technology sectors. He sits on the board of advisors for Huvr, Inc., a virtual marketplace and technology platform connecting travelers from around the world to local geographic experts in global destinations real time. Why have we nominated Mr. Horsfall? Our Board concluded that Mr. Horsfall is qualified to serve as a Board member because of his expertise in the areas of technology and security, innovation and transformation, and customers and communities. The expertise he has developed over his career brings an entrepreneurial intellect to our Board and an intense understanding of leading-edge technology and innovation in the energy and other sectors. Mr. Horsfall bolstered his understanding of technology and security issues by obtaining a CERT Certificate in Cybersecurity Oversight (issued by the CERT Division of the Software Engineering Institute at Carnegie Mellon University) in 2017 and attending the MIT Sloan + CSAIL Artificial Intelligence: Implications for Business Strategy Program. His marketing background (prior prominent marketing roles at Universal Lubricants, Lycos, and Valvoline) provide valuable insights for our interactions with the customers and communities we serve. In addition, Mr. Horsfall is financially literate under Nasdaq rules and has a developed proficiency in risk management and oversight. | | | | Skill Highlights Technology and Security Innovation and Transformation Customers and Communities Independent Director NorthWestern Committees Audit, Operations (Chair) Other Public Boards None |

  18. Defined Skills with Two-Tiered Ranking

    | | Britt Ide Director since 2017 Age 54 | | | Chief Executive Officer, Ide Energy & Strategy | | | Biography: Ms. Ide is the Chief Executive Officer of Ide Energy & Strategy (since 2011), an energy and strategy consulting company. Previously she served as the interim Chief Executive Officer of the Big Sky Chamber of Commerce (2016) and Senior Counsel at Idaho Power Company. She formerly served (i) as the Board Chair of sayhii, an employee engagement and retention AI services company (2025-Feb. 2026); (ii) as lead independent director of the Board of Directors of Nxu, Inc. (Nasdaq: NXU) (2021-2025), an electric vehicle battery and charging innovator; (iii) on the Board of Directors of TechnoSylva, a software company helping utilities with wildfire prediction and risk analysis; (iv) director of PowerGem (March-Dec. 2024); (v) as a director of CleanTech Acquisition Corporation (2021-22) (formerly Nasdaq: CLAQ); and (vi) on the Big Sky Chamber of Commerce. She also previously was appointed to Montana’s Clean Power Plan advisory council and as an ambassador for the Clean Energy Education & Empowerment Initiative, a U.S. Dept. of Energy, Massachusetts Institute of Technology and Stanford University collaboration. Why have we nominated Ms. Ide? Our Board concluded that Ms. Ide is qualified to serve as a Board member because of her experience and insight as a strategic consultant in the utility and energy industry and her involvement with related innovative and developing technologies. She is experienced in risk management and oversight and how companies integrate sustainability into their strategies and a national speaker on matters including how corporations balance climate solutions with business requirements. As a resident of our service territory, she also brings a local perspective on relevant regulatory, political, and community issues. In addition, she has demonstrated proficiency in the areas of utility operations and regulatory and public policy matters. | | Skill Highlights Risk Management / Oversight Innovation and Transformation Customers and Communities Independent Director NorthWestern Committees Compensation, Governance (Chair) Other Public Boards None | |

  19. Defined Skills with Two-Tiered Ranking

    | | Kent Larson Director since 2022 Age 66 | | | Retired Executive Vice President and Group President, Xcel Energy, Inc. | | | Biography: In 2020, Mr. Larson concluded a 38-year career with Xcel Energy, Inc., an electric and natural gas utility holding company, retiring as its Executive Vice President and Group President, following a series of progressive leadership roles with the company. He directed overall operations for Xcel Energy, including overseeing $45 billion of assets, a $5 billion annual capital budget, $3.5 billion annual operating and fuel budget, and 8,000 employees, as well as providing strategic direction and leadership to the company’s generation, transmission, distribution, gas, energy trading, and supply chain businesses. He currently serves on the board of directors of Adolfson & Peterson Construction Company and Quanta Services West, a utility construction company and subsidiary of Quanta Services. He previously served on the board of directors of Regions Hospital, a hospital based in St. Paul, Minnesota, providing specialty care across the Twin Cities and western Wisconsin. Why have we nominated Mr. Larson? Our Board concluded that Mr. Larson is qualified to serve as a Board member because of his expertise and extensive career leading all facets of utility operations for Xcel Energy. Due to his experience, he possesses a keen understanding of the risks facing utilities and how to oversee, manage, and mitigate those risks, and he was responsible for interfacing with Xcel Energy’s communities, including South Dakota. His involvement in all areas of the operations of a large utility has developed his proficiencies in the areas of finance, regulatory and public policy, human capital management, technology and security, and innovation and transformation. | | Skill Highlights Utility Operations Risk Management / Oversight Customers and Communities Independent Director NorthWestern Committees Audit, Operations Other Public Boards None | |

  20. Defined Skills with Two-Tiered Ranking

    | Linda Sullivan Director since 2017 Age 62 | | | Retired Executive Vice President and Chief Financial Officer of American Water | | | Biography: Ms. Sullivan is the retired Executive Vice President and Chief Financial Officer (CFO) of American Water Works Company, Inc., the largest publicly traded U.S. water and wastewater utility company (2014-19). There, she also led operational responsibilities for technology, cyber and physical security, supply chain, research and development, and environmental compliance. Prior to that, Ms. Sullivan served in progressive leadership roles at the Edison International Companies for 22 years, ascending to Senior Vice President and CFO of Southern California Edison (2009-14). Early in her career, she was a Senior Auditor with Arthur Andersen, LLP. Ms. Sullivan has been a Certified Public Accountant since 1991 (inactive) and a Certified Management Accountant since 1995. Ms. Sullivan is a member of the Board of Directors of PPL Corporation, a regulated energy company (NYSE: PPL), serving on its people & compensation and audit committees (since January 2023). From 2020 to 2024, she served on the Board of Directors for AltaGas Ltd., a North American energy infrastructure business (TSE: ALA), serving on its audit (chair from 2022-24) and human resources and compensation committees. She also previously served on the Financial Advisory Board of the U.S. Environmental Protection Agency, and other non-profit boards supporting underserved communities. Why have we nominated Ms. Sullivan? Our Board concluded that Ms. Sullivan is qualified to serve as a Board member because of her experience as a financial executive, extensive expertise in the utility industry, and expertise with technology, cyber security, and risk management oversight. Through her experience as an external auditor of utilities and progressive leadership roles (including chief financial officer) for utilities, she has developed expertise in financial reporting, internal controls, and capital structure, as well as risk management and oversight. Her experience also led to an intimate understanding of utility operations. She is an audit committee financial expert under SEC standards and financially literate under Nasdaq rules. Her career has led to proficiencies in matters concerning regulatory and public policy, human capital management, technology and security, innovation and transformation, and customers and communities. | | | | Skill Highlights Financial Executive Utility Operations Risk Management / Oversight Technology and Security Independent Director NorthWestern Committees Board Chair Other Public Boards PPL Corporation |

  21. Defined Skills with Two-Tiered Ranking

    | Mahvash Yazdi Director since 2019 Age 74 | | | President, Feasible Management Consulting | | | Biography: Ms. Yazdi is the President of Feasible Management Consulting, specializing in strategic consulting within the utility/power, telecommunications, electric transportation/mobility, and renewable energy industries (since 2012). She is the former Senior Vice President and Chief Information Officer (1997-2012) of Edison International and Southern California Edison. Ms. Yazdi is the lead independent director of the board for Anterix, Inc. (Nasdaq: ATEX), a leading wireless telecommunications company, and the Chair of the Energy Advisory Board for Prologis (NYSE: PLD), helping one of the world’s largest logistic companies navigate new ventures in renewable energy, mobility, and sustainability. She also is a member of the Advisory Board of Infosys Corporation and serves in a strategic advisory role for Energy Capital Ventures. Why have we nominated Ms. Yazdi? Our Board concluded that Ms. Yazdi is qualified to serve as a Board member because of her executive experience with a large public utility and expertise in the areas of human capital management, technology and security, and innovation and transformation. As a nationally recognized former Chief Information Officer, she possesses cyber security expertise with extensive experience leading transformation and technology implementation, such as smart meter and smart grid programs. In the utility/power industry, she was charged with setting strategies and leading people to achieve greater growth, efficiency and performance. In addition, through her accomplished career, she has developed proficiencies in the areas of regulatory and public policy and risk management and oversight. | | | | Skill Highlights Utility Operations Human Capital Management Technology and Security Innovation and Transformation Independent Director NorthWestern Committees Compensation (Chair), Operations Other Public Boards Anterix, Inc. (Lead Independent) |

  22. Defined Skills with Two-Tiered Ranking

    | | Jeffrey Yingling Director since 2019 Age 66 | | | Co-Founder and General Partner, Energy Capital Ventures | | | Biography: Mr. Yingling is a Co-Founder and General Partner of Energy Capital Ventures, a strategic venture fund formed to invest in early-stage energy companies (since 2020). Immediately prior to forming this fund, Mr. Yingling concluded an investment banking career with over 30 years involved in the power and utility sector. Most recently, he served as Senior Advisor in Investment Banking at Guggenheim Securities, specializing in power, energy, and renewables (2017-20). Prior to that, he held various roles at J.P. Morgan Securities, including as Managing Director and Head of Midwest Investment Banking, and at Morgan Stanley, Dean Witter Reynolds, and The First Boston Corporation. Mr. Yingling is a member of the board of directors of LendingPoint Consolidated, Inc., a data and technology platform that originates unsecured personal loans direct to consumers online and at the point of sale. He previously served on the board of directors of Navigant Consulting, Inc. (formerly NYSE: NCI) (2018-19), before it was acquired by another company. He also serves on the board of Big Bike Parts, Inc., a privately held designer, manufacturer, and distributor of motorcycle and power sports parts and accessories. Why have we nominated Mr. Yingling? Our Board concluded that Mr. Yingling is qualified to serve as a Board member because of his 35+ years of financial, managerial, and strategy experience acquired from senior executive and management-level positions at leading international financial institutions and in the professional service sector, particularly with respect to the power and energy industry. He is an audit committee financial expert under SEC standards and financially literate under Nasdaq rules. Mr. Yingling’s investment banking career and current position with Energy Capital Ventures has also provided him with expertise with respect to innovations and transformations occurring within the utility industry and managing the associated risks, as well as a developed proficiency concerning technology issues. | | Skill Highlights Financial Executive Risk Management / Oversight Innovation and Transformation Independent Director NorthWestern Committees Audit (Chair), Governance Other Public Boards None | |

  23. Independent Compensation Consultant

    Independent Compensation Consultant The Compensation Committee has directly retained WTW as its independent, external compensation consultant for the last several years. WTW is an independent consulting firm that provides services in the areas of executive compensation and benefits and has specific expertise in evaluating compensation in the utility industry. WTW reports directly to the Compensation Committee and, at the Compensation Committee’s request, provides an annual evaluation and analysis of trends in both executive compensation and director compensation. WTW also evaluates other compensation issues at the direct request of the Compensation Committee. The Compensation Committee evaluated the following six factors to assess independence and conflicts of interest before it engaged WTW to do work in 2025: 1. The provision of other services to the Company by WTW. 2. The amount of fees received from the Company by WTW, as a percentage of the firm's total revenues. 3. The policies or procedures of WTW that are designed to prevent conflicts of interest. 4. Any business or personal relationship of a member of the Compensation Committee with the regular members of the WTW executive compensation team serving the Company. 5. Any stock of the Company owned by the regular members of the WTW executive compensation team serving the Company. 6. Any business or personal relationships between the executive officers of the Company and the regular members of the WTW executive compensation team serving the Company. The Compensation Committee also obtained a representation letter from WTW addressing these six factors and certain other matters related to its independence. Based on the Compensation Committee’s evaluation of these factors and the representations from WTW, the Compensation Committee concluded that WTW is an independent adviser and has no conflicts of interest with us.

  24. Independent Compensation Consultant

    | Operations Committee | | | | | | “In an industry undergoing rapid transformation, the Committee is dedicated to advancing safe operations, environmental responsibility, and thoughtful technology adoption. We remain committed to oversight that strengthens resilience and supports the Company’s long term strategic goals.” Jan Horsfall, Operations Committee Chair | Current Members | | | | | Jan Horsfall (Chair) | | | | | Dave Goodin | | | | | Kent Larson | | | | | Mahvash Yazdi | | | | | Meetings in 2025 | 4 |

  25. Operations Committee Charter

    | 2025 Non-Employee Director Compensation Schedule | Cash | Equity | | New Member Initial Stock Grant | $0 | 1,000 shares | | Board Member Annual Retainer | $70,000 | $150,000 | | Supplemental Board Chair Annual Retainer | $80,000 | $70,000 | | Supplemental Committee Chair Annual Retainer | $15,000 | $0 | | Supplemental Committee Member Annual Retainer | $10,000 | $0 |

  26. Operations Committee Charter

    | | Fees Earned or Paid in Cash ($) | Stock Awards (1) ($) | Total ($) | | Sherina Maye Edwards | 90,000 | 150,039 | 240,039 | | David Goodin | 90,000 | 150,039 | 240,039 | | Jan Horsfall, Operations Chair | 105,000 | 150,039 | 255,039 | | Britt Ide, Governance Chair | 105,000 | 150,039 | 255,039 | | Kent Larson | 90,000 | 150,039 | 240,039 | | Linda Sullivan, Board Chair | 150,000 | 219,957 | 369,957 | | Mahvash Yazdi, Compensation Chair | 105,000 | 150,039 | 255,039 | | Jeffrey Yingling, Audit Chair | 105,000 | 150,039 | 255,039 |

  27. 2025 Results

    2025 Results In 2025, we continued to efficiently manage our business to achieve operational success while we set the framework for future growth by (1) announcing a transformative merger of equals with Black Hills Corporation, (2) improving our generation capacity available to serve customers as we worked to close on the additional ownership interests at Colstrip Generating Station (which occurred effective January 1, 2026), and (3) continuing progress to provide service to new large-load customers. These achievements are aligned with the strategic pillars that support our business — reliability, affordability, and sustainability. Our 26.4 percent shareholder return for 2025 ranked 2nd among our 13-member peer group, exceeding the peer group average of 14.7 percent. However, our net income and EPS decreased from 2024, failing to meet expectations. On the operational side, we worked safely, while providing customers with reliable service above target with continued customer satisfaction ratings above target.

  28. 2025 Results

    The overall pay our NEOs received in 2024 was in the bottom half of our 2025 peer group, which is identified in the Our 2025 Peer Group section below. 2024 is the most recent year for which peer group executive compensation is publicly available at this time. Based on such 2024 compensation data: •Our NEOs had an average compensation per NEO that was less than all but five of the other 12 companies in our 2025 peer group ($1.85 million for us versus $2.20 million for the peer median) (excluding changes in pension value); and •Our CEO’s total compensation was approximately 89 percent of the median total compensation (excluding change in pension value) of the CEOs in our 2025 peer group.

  29. Our 2025 Peer Group

    Our 2025 Peer Group Our Compensation Committee (a) selects the members of our peer group and periodically examines whether peers continue to meet the criteria for inclusion described below, and (b) uses our peer group for both compensation and performance benchmarking. As part of the peer group selection process, the Compensation Committee receives advice from WTW to create a peer group that includes companies that: (1) maintain a regulated utility industry perspective which emphasizes operational excellence and customer satisfaction as a means to create shareholder value; (2) reflect our market for key executive talent and are part of high-cost geographic areas; and (3) have similar revenue, market capitalization, and return-based measures of performance. For 2025, our Compensation Committee added MDU Resources Group Inc. to our peer group.

  30. Our 2025 Peer Group

    | 2025 Peer Group | Market Capitalization (1) | Revenue (2) | | ALLETE, Inc. (ALE) Avista Corporation (AVA) Black Hills Corporation (BKH) IDACORP, Inc. (IDA) MDU Resources Group Inc. (MDU) MGE Energy Inc. (MGEE) NorthWestern Energy (NWE) Northwest Natural Holding Co. (NWN) OGE Energy Corp. (OGE) ONE Gas Inc. (OGS) Otter Tail Corporation (OTTR) Portland General Electric Company (POR) Spire Inc. (SR) TXNM Energy, Inc. (TXNM) | | |

  31. Our 2025 Peer Group

    (1) Market capitalization range of our peer group as of March 4, 2026. (2) Range of publicly available trailing twelve months total revenues for our peer group as of March 4, 2026.

  32. Our Pay Practices

    | What We Do | Place a significant portion of executive pay at risk by granting incentive awards that are paid, if earned, based on continuing annual and long-term individual and Company performance. | | | Utilize multiple performance metrics for long-term incentive awards that align executive and shareholder interests. | | | Target executive pay around the median of our peers, while also considering trade area economics, turn-over, tenure, experience, and other factors. | | What We Don’t Do • | Provide change in control payments exceeding three times base salary and target bonus. Our only change in control provision appears in our Equity Compensation Plan and provides for the immediate vesting or cash payment of any unvested equity awards upon a change in control. | | | Grant stock options. No stock options are currently outstanding, and none have been issued under our Equity Compensation Plan. | | | Allow stock option repricing or liberal share recycling. These practices are expressly prohibited under our Equity Compensation Plan. | | | Use employment agreements to promise multi-year guarantees for salary increases. | | | Provide perquisites for executives that differ materially from those available to employees generally. | | | Pay tax gross-ups to our executives. | | | Pay dividends or dividend equivalents on unvested performance shares or units. | | | Allow our executives or directors to hedge Company securities. |

  33. Pay Package

    Pay Package For 2025, our executive pay package included three components — base salary, an annual cash incentive award, and a long-term equity incentive award which is split 70/30 between performance-based and time-based restricted share units. Our annual cash incentive award and 70 percent of our long-term equity incentive award are performance-based. The following table provides a high-level summary of our 2025 executive pay package. Please refer to the Pay Components section later in this CD&A for a more detailed summary of how we pay our executives.

  34. Pay Package

    | Component | Description | Why we include this component | How we determine amount | Decisions for 2025 | Reason for Change | | Base Salary | Short-term fixed cash compensation | Provide a base level of compensation for executive talent | Target middle of competitive range of peer group, with adjustments for trade area economics, turnover, tenure, and experience | All NEOs received increases of 3.25 percent to align total compensation with the market median | Remain market competitive and provide cost of living adjustment | | Annual Cash Incentive | Short-term variable cash compensation, based on corporate performance against annually established metrics (financial, safety, reliability, and customer satisfaction) and individual performance | Motivate employees to meet and exceed annual Company objectives that are part of our strategic plan | Target middle of competitive range of peer group, with adjustments for trade area economics, turnover, tenure, and experience | Updated performance targets | N/A | | Long-Term Equity Incentive | Performance Unit Awards (70%): Long-term variable, equity compensation, paid following three-year vesting period if financial performance metrics (EPS, ROAE, and TSR) are achieved | Provide market-competitive, performance-based compensation opportunities while aligning interests of executives and shareholders; value of award is substantially dependent upon the changing value of our common stock in the market | Market survey of similar peer group roles and responsibilities and assessment of the strategic value of each position | Updated performance targets; increased incentive target for CEO to align total compensation with market | Remain market competitive | | | Restricted Unit Awards (30%): Long-term at risk, equity compensation, paid following three-year restricted period | Provide market-competitive, equity compensation opportunities while aligning interests of executives and shareholders; value of award is substantially dependent upon the changing value of our common stock in the market | Market survey of similar peer group roles and responsibilities and assessment of the strategic value of each position | Increased incentive target for CEO to align total compensation with market | Remain market competitive |

  35. Independent Compensation Consultant

    Independent Compensation Consultant To help determine executive pay, the Compensation Committee retains WTW, for advice regarding the general competitive landscape and trends in executive and director pay. In addition to WTW attending each committee meeting, the Compensation Committee meets with WTW as needed, and the chair of the Compensation Committee communicates directly with the consultant in between meetings. WTW advises the committee on several matters including (1) competitive analysis (including in relation to our 2025 peer group), (2) incentive plan design, (3) updates on trends in executive and director compensation, (4) peer group composition, and (5) other compensation-related matters as requested by the committee.

  36. Independent Compensation Consultant Data and Analysis

    Independent Compensation Consultant Data and Analysis As a component of the Compensation Committee’s review of executive pay, the committee’s independent compensation consultant, WTW, provides an analysis of the pay levels of our peer group. The 2024 peer group data were referenced as a primary basis for setting 2025 pay for our CEO, CFO, General Counsel, and VP — Customer Care, Communications, and Human Resources because these positions are common among our peers. Because 2024 peer group data and broader U.S. energy services sector data were insufficient for VP – Supply / Montana Government Affairs, for that position WTW aged forward 2023 pay levels of the broader U.S. energy services sector to estimate 2024 market pay. These analyses examined target direct compensation opportunity, including base salary, target annual incentives, and the expected value of long-term incentives. The Compensation Committee considers the responsibilities of the job performed by each of our executive officers and his or her performance and adjusts each executive’s targeted pay amounts accordingly. As further detailed below, internal comparison with other officer positions also is considered. We also conducted a separate internal analysis of the 2024 executive pay of the 13 other companies in our 2025 peer group. This internal analysis (which was based on proxy statement data) examined base salary, bonus, other annual compensation, equity awards, and non-equity incentive plan compensation (and excluded change in pension value). Using this analysis, our NEOs had average pay of $1.85 million in 2024, which was less than all but four of the 13 other companies in our 2025 peer group; while the peer group median had average pay per NEO of approximately $2.15 million. Our CEO’s total 2024 pay was approximately 92 percent of the median total pay of 2025 peer group CEOs. These analyses demonstrate that, on average, our highest paid employees are paid at a level that is below the median of our 2025 peer group and industry. We also are cognizant of prevailing economic conditions, internal pay equity, and executive turnover, which our Compensation Committee takes into account when determining executive compensation.

  37. Pay Components

    | The primary pay components for our executive officers in 2025 were: | | •Base Salary; •Annual performance-based cash incentive awards; and •Long-term equity incentive awards split 70/30 between performance share units and restricted share units. |

  38. Base Salary

    Base Salary The general guideline for determining salary levels for our executive officers, including the CEO, is to be near the median of our peer group, adjusted for other factors such as trade area economics, turn-over, tenure, and experience. Adjustments from peer group levels are made based on experience in the position, industry experience, and individual responsibilities and performance. While we are cognizant of the competitive range, our primary goal is to compensate our executives at a level that best represents our pay philosophy, whether this results in actual pay for some positions that may be higher or lower than the market median. We find that survey results for particular positions can vary from year to year. Thus, we consider market trends for certain positions over a period of several years rather than a one-year period in setting pay for such positions. The Compensation Committee considers adjustments to base salaries for executive officers on an annual basis. For 2025, following consultation with WTW, the Compensation Committee felt that an increase to the base salaries of our executive officers, in excess of the percentage increase we budgeted with respect to other, non-represented employees, was reasonable to align total compensation with the market median. The table on the following page sets forth the base salaries for our NEOs. The base salary adjustments for 2025 were effective April 1, 2025.

  39. Annual Cash Incentive Awards

    Annual Cash Incentive Awards The overall design of our 2025 annual cash incentive plan is the same as the 2024 plan. The plan uses financial and operational performance metrics to motivate employees to meet and exceed annual Company objectives that are part of our strategic plan. The performance metrics include targets for net income, reliability, employee safety, and customer satisfaction. All regular, non-union employees (including executive officers) participate in the same annual incentive plan; while our union employees participate in a separate, but similar, management-designed program. Each participating employee has a target annual cash incentive award, expressed as a percentage of base salary. Actual payouts for awards reflect the Company’s performance against the metrics, as well as the employee’s individual performance. No portion of the annual cash incentive award is guaranteed. The Compensation Committee calculates the actual payout pursuant to this four-factor formula:

  40. Annual Cash Incentive Awards

    | (1) | (2) | (3) | (4) | | | | Base Salaryx | Individual Target Opportunity (% of Base Salary)x | Plan Funding Percentage (performance vs. metrics)x | Individual Performance Multiple | = | Individual Payout |

  41. Annual Cash Incentive Awards

    For example, the Compensation Committee calculated the annual incentive payout for our CEO in 2025 as follows:

  42. Annual Cash Incentive Awards

    | $929,250x | 100%x | 80%x | 1 | = | $743,400 |

  43. (1) Base Salary

    (1) Base Salary Base salary is the first component in the calculation of the annual cash incentive award. It is described in the Base Salary section immediately preceding this Annual Cash Incentive Awards discussion.

  44. (2) Individual Target Opportunity

    | The table to the right shows the 2025 annual incentive target opportunity for our NEOs. In 2025, the Compensation Committee determined that the annual incentive target opportunity for each NEO was aligned with the market for target incentive opportunities. Thus, the Compensation Committee did not change any of the target percentage opportunities for our NEOs for 2025. | | 2025 | | | | | Name | Base Salary ($) | Target Incentive Opportunity (% of base salary) | Target Incentive Opportunity ($) | | | Brian Bird | 929,250 | 100% | 929,250 | | | Crystal Lail | 516,250 | 75% | 387,188 | | | Shannon Heim | 382,025 | 50% | 191,013 | | | Bobbi Schroeppel | 361,375 | 45% | 162,619 | | | John Hines | 356,213 | 45% | 160,296 |

  45. (3) Plan Funding Percentage

    (3) Plan Funding Percentage The annual cash incentive plan funding percentage is determined by the Company’s performance against certain financial and operational measures. Management proposes the performance measures and associated targets, which the Compensation Committee and full Board review, adjust if deemed necessary, and then approve with adoption of the plan. Following the end of the plan year, the Compensation Committee reviews Company performance against each of the specific performance targets and determines the degree (from 0 to 200 percent) to which each performance measure was met during the year, subject to Board approval. The aggregate percentage of financial and operational measures met during the plan year represents the plan funding percentage for the annual cash incentive plan.

  46. (3) Plan Funding Percentage

    | For our executives, the funding (as a percentage of target) under the annual cash incentive plan has ranged from 74 percent to 116 percent for the five previous years, as illustrated in the table to the right. | | Historical Funding of Annual Cash Incentive (as a percentage of target) | | | | | | | | 2020 | 2021 | 2022 | 2023 | 2024 | | | | 74% | 106% | 96% | 77% | 116% | | | Our annual cash incentive plan continues to use four categories of performance measures to determine the plan funding percentage – financial, safety, reliability, and customer satisfaction. The relative weightings of these measures are set forth in the graphic to the left. In addition, irrespective of our actual performance with respect to the lost-time incident safety metric, if a work-related fatality would have occurred in 2025, the lost-time incident rate portion of the safety metric would have been forfeited, unless the Compensation Committee would have determined that no actions on the part of the employee or the Company contributed to the incident. We did not have any work-related fatalities in 2025. | | | | | |

  47. (3) Plan Funding Percentage

    The Compensation Committee may use discretion in adjusting the plan funding percentage from actual performance due to specific facts and circumstances, such as current economic conditions or unusual one-time events that significantly impact financial or non-financial results. The Compensation Committee exercises this discretion only for unusual, non-operational items and, until this year, had not exercised discretion since 2020. Adjustments to 2025 Financial Performance. GAAP net income for 2025 was $181.1 million and included the impact of certain items that were not indicative of the company’s operating performance in 2025. First, 2025 net income included a charge of approximately $23.3 million related to the Montana Public Service Commission’s disallowance in its final rate review order of previously incurred capital costs. The company believes the disallowance is unusual and has appealed the decision. In addition, 2025 net income included an income tax benefit of approximately $7.4 million related to a prior period. Finally, 2025 net income reflected the impact of costs related to the Merger of approximately $9.3 million. The Compensation Committee reviewed each of these items and determined to exclude their effect on net income because such items either were not indicative of the company’s operating performance in 2025 or are customarily excluded during the pendency of a transaction. The resulting adjusted non-GAAP net income was $220.1 million for 2025. Exercising the discretion provided in the annual cash incentive plan, the Compensation Committee and the Board approved the use of adjusted net income in determining financial performance payout under the plan because it more appropriately reflects core operational performance and, accordingly, reinforces the company’s pay for performance philosophy. As a result, the financial performance component of the plan resulted in a payout of 33.8 percent, compared with the target of 55 percent. The table below shows the threshold, target, and maximum levels, weighting, and plan payout percentage for each of the 2025 performance measures, which resulted in the plan funding at 80 percent of target for our NEOs.

  48. (3) Plan Funding Percentage

    | | 2025 | | | | | | | | | Annual Incentive Plan Information | | | | | | | | Performance Measures | Weight (% of Total Plan Payout) | Performance Level | | | | Adjusted Target % Achieved | Final Funding % of Total | | | | Threshold | Target | Maximum | Actual Achieved As Adjusted | | | | Financial (55%) (1) | | | | | | | | | Net Income ($ in millions) | 55% | $201.2 | $223.6 | $268.3 | $220.1 | 61.5 | 33.8 | | Safety (15%) (2) | | | | | | | | | Lost Time Incident Rate | 10% | 13 | 7 | — | 9 | 60.0 | 6.0 | | Safety Training Completion | 5% | 99% | 100% | 100% | 100% | 100.0 | 5.0 | | Reliability (15%) (3) | | | | | | | | | SAIDI (excluding major event days) | 10.0% | 136 | 101 | 88 | 99.5 | 100.0 | 10.0 | | Gas – Leaks per 100 Miles of Main | 5.0% | 12.7 | 9.7 | 5.9 | 8.5 | 140.0 | 7.0 | | Customer Satisfaction (15%) (4) | | | | | | | | | J.D. Power Residential Electric Survey Performance Ranking | 7.5% | 14 | 8 | 1 | 5 | 133 | 10.0 | | J.D. Power Residential Gas Survey Performance Ranking | 7.5% | 14 | 8 | 1 | 8 | 100 | 7.5 | | | | | | TOTAL FUNDING PERCENTAGE | | | 80 |

  49. (3) Plan Funding Percentage

    (1)Financial. The net income target is based upon the Board approved budget for the plan year, and the actual achieved is determined by what is reported in our annual report on Form 10-K for the plan year. The Adjusted Target % Achieved and the Funding % of Total include the discretionary adjustments to net income approved by the Board and described above. (2)Safety. Lost Time Incident Rate is calculated according to OSHA standards. OSHA specifically defines what workplace injuries and illnesses should be recorded and, of those recorded, which must be considered lost time incidents. We use Edison Electric Institute (EEI) peer benchmarking to determine our threshold, target, and maximum performance levels. Safety Training Completion includes completion of assigned safety training for all employees through an internal education portal and is calculated by dividing the difference of total courses assigned less total courses overdue by the total courses assigned. (3)Reliability. SAIDI (excluding major event days). System Average Interruption Duration Index (SAIDI) is a system reliability index used by us and participating Institute of Electrical and Electronic Engineers, Inc. (IEEE), utilities to measure the duration of interruptions on a utility’s electric system. SAIDI indicates the total duration of interruption for the average customer during a predefined period of time. The threshold level for SAIDI, excluding major event days, was set at IEEE second quartile performance average of medium sized companies; the target level is our five-year SAIDI average; and the maximum level represents an improvement of one percent over our best SAIDI performance of the last five years. The SAIDI targets reflect the anticipated impact of wildfire operations. Leaks per 100 Miles of Main. This natural gas reliability metric assesses the overall performance of the Company’s natural gas system. The threshold level was set at the American Gas Association second quartile five-year average; the target level was set at our four-year average performance; and the maximum level was set at the American Gas Association first quartile, five-year average. (4)Customer Satisfaction. Our customer satisfaction metrics are measured by the broadly utilized J.D. Power residential electric and gas customer satisfaction surveys and studies, which include the following components: communications, corporate citizenship, billing and payment, price, power quality and reliability (electric) or field service (gas) and customer service. The threshold, target, and maximum levels represent the Company’s J.D. Power rank versus mid-sized investor-owned utility peers.

  50. (4) Individual Performance Multiple

    | | 2025 | | | | | | | Name | Base Salary ($) | Target Cash Incentive, as % of Base Salary | Funding Percentage (%) | Individual Performance Multiple | Actual Cash Incentive, as % of Base Salary | Cash Incentive Award ($) | | Brian Bird | 929,250 | 100% | 80% | 1.00 | 80.0% | 743,400 | | Crystal Lail | 516,250 | 75% | 80% | 1.00 | 60.0% | 309,750 | | Shannon Heim | 382,025 | 50% | 80% | 1.00 | 40.0% | 152,810 | | Bobbi Schroeppel | 361,375 | 45% | 80% | 1.00 | 36.0% | 130,095 | | John Hines | 356,213 | 45% | 80% | 1.00 | 36.0% | 128,237 |

  51. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards The Equity Compensation Plan authorizes several types of stock-based awards, including restricted stock and a variety of performance-based awards. In 2025, the Compensation Committee granted two types of long-term equity incentive awards to our executives under the Equity Compensation Plan: (1) LTIP performance share units which are earned (from 0 percent to 200 percent of target) based upon the satisfaction of specified performance metrics over a three-year, cliff-vesting performance period; and (2) LTIP restricted share units with cliff vesting in full after a three-year restricted period. Our 2025 LTIP awards are payable, if and when earned, in shares of our common stock. Because payout will be made in shares of common stock, the ultimate value of the awards will be dependent upon the changing value of the Company’s common stock in the market. LTIP Performance Share Units. The Compensation Committee determines the terms and restrictions applicable to grants of LTIP performance share units. After the Company’s financial results are available for the prior year, Compensation Committee approves the annual grant of LTIP performance share units. The awards of LTIP performance share units are intended to provide a link between executive officer compensation and long-term financial performance, as reflected in changes in our stock price, and to motivate and reward achievement of pre-established corporate financial goals and relative TSR. The Compensation Committee believes that annual grants of LTIP performance share units motivate participants to focus on long-term, sustainable improvement in shareholder value. By tying the award payout to financial performance and continued service over a three-year vesting period, the Compensation Committee has ensured that the ultimate value of the award is dependent upon the value of our stock. During the past five performance periods, the performance measures for the LTIP performance share unit awards included (1) a combined financial metric comprised of ROAE and average EPS growth, contributing 50 percent of the payout, and (2) TSR relative to our peer group, also contributing 50 percent of the payout. For those five performance periods, the table on the following page displays the overall payout expressed as a percentage of target.

  52. Long-Term Equity Incentive Awards

    | Historical Funding of LTIP Performance Share Units (as a percentage of target) | | | | | | 2019-2021 | 2020-2022 | 2021-2023 | 2022-2024 | 2023-2025 | | 72.7% | 20% | 27.5% | 73.8% | 102.8% |

  53. Long-Term Equity Incentive Awards

    LTIP Restricted Share Units. Like the awards of LTIP performance share units, the awards of LTIP restricted share units are intended to provide a link between executive officer compensation and long-term shareholder interests as reflected in changes in our stock price, and the Compensation Committee believes that making an annual grant of LTIP restricted share units motivates participants to focus on long-term, sustainable improvement in shareholder value. By tying the award payout to continued service over a three-year vesting period, the Compensation Committee has ensured that the ultimate value of the award is dependent upon the value of our stock. ERRP Restricted Share Units. In 2022, the Compensation Committee approved the last grant of annual ERRP restricted share units which began in 2011. Historically, we used the ERRP awards to bring the amount of long-term incentive compensation of our executives in line with the median of our peers, while simultaneously encouraging executive retention with a five-year cliff vesting component and providing retirement benefits. However, the ERRP restricted share units were not comparable to any other compensation component used by our peers or the market, and the Compensation Committee determined to replace such awards in 2024 with a cash based supplemental retirement contribution. Two prior ERRP restricted share unit awards remain outstanding and will continue to vest, subject to satisfaction of any performance metric with respect to such awards, over the next two years. Further details concerning these ERRP awards are provided below in Vesting of 2020 Executive Retention / Retirement Program Grants in 2025.

  54. 2025 Long-Term Incentive Program Grants

    2025 Long-Term Incentive Program Grants In February 2025, the Compensation Committee approved grants under our LTIP to approximately 75 participants, including our NEOs, other executive officers, and certain other employees. The target LTIP opportunities for each executive officer are derived from the 2025 peer group and competitive survey data and from the Compensation Committee’s judgment on the internal equity of the positions and scope of job responsibilities. To determine the target value of each executive officer’s overall LTIP grants (which are split 70/30 between performance share units and restricted share units), the Compensation Committee considered the range for comparable roles within our peer group, with consideration given to the strategic value of each position. Based on these considerations, in 2025, the Compensation Committee continued the same targeted opportunity (expressed as a percentage of base salary) associated with the LTIP grants for each of our named executive officers (except the CEO) to maintain market alignment of overall compensation. The Compensation Committee slightly increased the targeted opportunity of our CEO, Mr. Bird, to continue the transition of his compensation following his 2023 promotion to CEO and to align his total compensation with the market median. Each executive officer’s targeted LTIP opportunity for 2025 is divided to account for the 70/30 split and then converted into specific LTIP performance share unit grants and restricted share unit grants by dividing the total targeted value (the targeted percentage of base salary) by the applicable weighted average fair value of a share of our stock on the grant date, less the present value of expected dividends. The resulting calculation represents the number of LTIP performance share units and restricted share units that were granted and will vest on December 31, 2027, if employment continues through the three-year restricted period and, with respect to the performance share units, all performance goals are met at the target performance level. The target equity opportunities (value at target and number of shares) for the 2025 grants of LTIP performance share units and restricted share units are shown in the table on the following page. The table also shows the changes to the overall target LTIP opportunities (expressed as a percentage of base salary) from 2024 to 2025.

  55. 2025 Long-Term Incentive Program Grants

    | | | | | 70% Performance Share Units | | 30% Restricted Share Units | | | Name | 2024 Base Salary (%) | 2025 Base Salary (%) | 2025 Target LTIP Opportunity ($) | Target Value ($) | Target Units (#) (1) | Target Value ($) | Target Units (#) (2) | | Brian Bird | 290 | 300 | $2,700,000 | 1,890,004 | 38,026 | 810,018 | 17,334 | | Crystal Lail | 125 | 125 | $625,000 | 437,486 | 8,802 | 187,481 | 4,012 | | Shannon Heim | 95 | 95 | $351,500 | 246,079 | 4,951 | 105,470 | 2,257 | | Bobbi Schroeppel | 65 | 65 | $227,500 | 159,248 | 3,204 | 68,273 | 1,461 | | John Hines | 65 | 65 | $224,250 | 157,011 | 3,159 | 67,291 | 1,440 | | (1) Based on a weighted average grant date fair value of $49.70, which was calculated using (a) the closing stock price of $54.12 on February 12, 2025, less the present value of estimated dividends of $0.66 per quarter, using a three-year treasury bond yield and (b) a Monte Carlo valuation. | | | | | | | | | (2) Based on a grant date fair value of $46.73, which was calculated using the closing stock price of $54.12 on February 12, 2025, less the present value of estimated dividends of $0.66 per quarter, using a three-year treasury bond yield. | | | | | | | |

  56. 2025 Long-Term Incentive Program Grants

    LTIP Performance Share Units. After the performance period, the Compensation Committee calculates the actual Company performance relative to the performance goals which determines the number of LTIP performance share units that vest based on such performance. Depending on performance, the exact number of performance share units that vest will vary from zero to 200 percent of the target award. In addition, the value of the award on payout will depend on the market price of our common stock on the date of payout. The performance goals for these performance share unit awards are independent of each other. Vesting of awards also is contingent on maintaining investment grade secured and unsecured credit ratings. The performance measures for the 2025 LTIP performance share unit awards included (1) a combined financial metric comprised of ROAE and average EPS growth, contributing 50 percent of the payout, and (2) TSR relative to our peer group, also contributing 50 percent of the payout. The ROAE and simple average EPS growth levels are tied to management performance as these goals relate to revenue enhancement and cost containment. TSR is determined by our common stock price change and dividends paid over the performance period. We then compare our TSR with the TSR achieved by each of our 2025 peers over the same three-year period and determine our ranking. LTIP Restricted Share Units. After the three-year restricted period, the LTIP restricted share units will vest, and the actual value of the award payout will depend on the market price of our common stock on the date of vesting.

  57. Vesting of 2023 Long-Term Incentive Program Restricted and Performance Share Units in 2025

    Vesting of 2023 Long-Term Incentive Program Restricted and Performance Share Units in 2025 In February 2023, the Compensation Committee approved grants of LTIP restricted share units subject to a three-year restricted period and performance share units, subject to a three-year performance period. The 2023 LTIP restricted and performance share unit grants vested on December 31, 2025. The restricted share unit grants vested at 100 percent at the conclusion of the restricted period. The performance share units were subject to performance goals which were independent of each other and equally weighted. The table below summarizes the performance measures which governed these 2023 grants.

  58. Vesting of 2023 Long-Term Incentive Program Restricted and Performance Share Units in 2025

    | Performance Measures — 2023-2025 | Threshold | Target | Maximum | Actual | | Financial Goals – 50% | | | | | | ROAE | 7.15% | 7.60% | 8.05% | 7.42% | | Simple Average EPS Growth | 0.7% | 3.2% | 5.7% | 1.2% | | Market Goal – 50% | | | | | | Relative TSR Average vs. Peers | 13th | 7th | 1st | 5th |

  59. Vesting of 2023 Long-Term Incentive Program Restricted and Performance Share Units in 2025

    Our relative TSR metrics for the 2023 LTIP performance share unit grants were established at levels higher than many of our peers, according to a market analysis conducted by WTW at the time the grants were approved. At the conclusion of the performance period, the Compensation Committee calculated the Company’s performance relative to the above goals during the three-year performance period to determine the vesting percentage for the 2023 LTIP performance share unit grants. For the financial goals related to the 2023 LTIP performance share unit grants, our Compensation Committee relied upon the same adjustments to the 2025 financial performance described in the Annual Cash Incentive Awards section above. Reflecting such adjustments, ROAE was 7.4 percent and simple average EPS growth was 1.2 percent. This financial performance resulted in a 20.3 percent vesting percentage for that half of the program. For our market goal, TSR was 25.0 percent, resulting in a ranking of 5th out of 13 with respect to our 2023 peers, and contributing 52.5 percent with respect to that half of the program. For purposes of our 2023 LTIP, we calculated TSR by comparing the 20-day average share price around the beginning and end of the performance period (plus the cumulative dividends) of us and our 2023 peers. Our Compensation Committee believes this calculation of the share price results in a more accurate reflection of return for the period that is less impacted by stock market activity on the first and last days of the performance period. Based on the calculation of these performance measures, the 2023 LTIP performance unit grants vested at 72.8 percent. The table below sets forth the results with respect to each of the performance measures applicable to the 2023 LTIP performance share unit grants and the corresponding contributions to the vesting percentage.

  60. Vesting of 2023 Long-Term Incentive Program Restricted and Performance Share Units in 2025

    | Performance Measures — 2023-2025 | Result | Weight | Vesting | | Financial Goals – ROAE and Simple Avg. EPS Growth | 58.1% | 50.0% | 20.3% | | Market Goal – TSR | 150.0% | 50.0% | 52.5% | | | | TOTAL | 72.8% |

  61. Vesting of 2023 Long-Term Incentive Program Restricted and Performance Share Units in 2025

    The table below shows the number of shares awarded for the 2023 LTIP restricted and performance share unit grants and the number of shares paid out in 2025 with respect to such grants for our NEOs, based on the combined vesting of the restricted and performance share units at 102.8 percent.

  62. Vesting of 2023 Long-Term Incentive Program Restricted and Performance Share Units in 2025

    | | Vesting of 2023 Restricted and Performance Unit Grants | | | | Name | Units at Grant Date (#) | Vesting Percentage (%) | Units upon Vesting (#) | | Brian Bird | 29,407 | 102.8% | 30,230 | | Crystal Lail | 8,719 | 102.8% | 8,963 | | Shannon Heim | 4,181 | 102.8% | 4,298 | | Bobbi Schroeppel | 3,472 | 102.8% | 3,569 | | John Hines | 3,486 | 102.8% | 3,584 |

  63. Severance and Post-Termination Benefits

    Severance and Post-Termination Benefits We provide severance and post-termination benefits to our executive officers under our severance plan. Severance and post-termination benefits are explained in detail under the 2025 Executive Pay—Pay After Employment Ends section, starting on page 54 of this proxy statement. In addition, we provide severance benefits for our officers through our Key Employee Severance Plan and our Equity Compensation Plan. With respect to each NEO, the Key Employee Severance Plan provides for the payment of severance benefits in the event of an involuntary termination by the Company without cause or a voluntary termination of employment by the employee for good reason within 24 months after a change in control. The Equity Compensation Plan also addresses the treatment of future equity awards in the event of a change in control. If any such awards that are outstanding at the time of a change in control are not assumed or substituted by the successor corporation following the change in control, such awards will vest in full at target level immediately prior to the change in control. Alternatively, any such awards that are outstanding at the time of a change in control but that are assumed or substituted by the successor corporation, to the extent not previously vested or forfeited, will vest in full at the target level immediately prior to an “involuntary termination” (as defined in the Equity Compensation Plan) of the participant that occurs within 24 months after the change in control.

  64. Non-qualified Deferred Compensation

    Non-qualified Deferred Compensation The Company provides a non-qualified deferred compensation plan, which is intended to be an unfunded plan. The Officer Deferred Plan allows eligible officers to defer up to 100 percent of certain compensation, including base salary (subject to compliance with Section 409A of the Internal Revenue Code compensation limit), short-term incentive awards, and awards earned under our Equity Compensation Plan. Participants in the Officer Deferred Plan may elect to have deferrals credited to their account in Company stock (in the form of deferred share units issued under the Equity Compensation Plan) or cash investment options that substantially mirror the qualified employee 401(k) plan investment options; however, a participant’s deferral of any equity compensation must be credited to their account in Company stock (in the form of deferred share units issued under the Equity Compensation Plan). In 2023, the Company amended the Officer Deferred Plan to allow the Company to make discretionary contributions to certain eligible participants. As a result, the Company discontinued the ERRP in 2023 and replaced ERRP awards in 2024 with discretionary supplemental retirement contributions awarded to its executive officers under the Officer Deferred Plan. The amendment to permit discretionary contributions moved the Company toward a market-based approach with respect to supplemental retirement benefits for its executives, without needing to adopt an inflexible supplemental executive retirement plan used by many of the Company’s peers. The value of the Company’s 2025 discretionary contributions ranged from 60 percent of base salary for our CEO to 30 percent of base salary for our CFO to 20 percent of base salary for each of our other executive officers. These were the same percentages previously used with respect to ERRP awards. Additional details concerning these 2025 discretionary contributions are available in connection with the Non-qualified Deferred Compensation table provided in the 2025 Executive Pay—Pay After Employment Ends section of this proxy statement beginning on page 54. The value of each deferred compensation account is adjusted periodically to reflect the gains, losses, and dividends associated with the designated investments. Officer Deferred Plan participants do not pay income taxes on amounts deferred or earnings thereon until those amounts are distributed from the Officer Deferred Plan. A participant’s benefits under the Officer Deferred Plan are fully vested, subject to any conditions associated with a discretionary contribution, and are payable after terminating employment. Benefits are paid in a lump sum (cash for cash deferrals and stock for stock deferrals) unless (a) a participant elects annual installments or (b) the Company has specified a different installment schedule in connection with a discretionary contribution.

  65. No Employment Agreements

    No Employment Agreements We currently do not have employment agreements with any of our executives. We generally believe that ongoing employment agreements are not necessary to retain talented executives; however, agreements may be appropriate on a case-by-case basis. Due to the changing marketplace in which we compete for talent, the Compensation Committee regularly reviews this practice to help ensure that we remain competitive in our industry.

  66. Timing of Stock Options and Share Appreciation Rights

    Timing of Stock Options and Share Appreciation Rights We do not grant stock options and share appreciation rights; therefore, we do not have a formal policy regarding the timing of such awards granted to our NEOs in anticipation of the release of material, non-public information.

  67. 2025 Summary Compensation Table

    2025 Summary Compensation Table The table below sets forth the compensation earned by our NEOs during 2025, 2024, and 2023.

  68. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (2) | All Other Compen- sation ($) (3) | Total ($) | | Brian Bird | | | | | | | | | President and Chief Executive Officer | 2025 | 921,263 | 2,700,022 | 743,400 | 41,647 | 610,413 | 5,016,745 | | | 2024 | 873,077 | 2,320,016 | 1,044,000 | 29,203 | 544,793 | 4,811,089 | | | 2023 | 794,519 | 1,600,000 | 616,000 | 34,619 | 65,464 | 3,110,602 | | Crystal Lail | | | | | | | | | Vice President and Chief Financial Officer | 2025 | 511,813 | 624,967 | 309,750 | 41,881 | 208,519 | 1,696,930 | | | 2024 | 493,101 | 592,947 | 435,000 | 6,161 | 212,926 | 1,740,135 | | | 2023 | 457,716 | 474,375 | 237,425 | 23,479 | 64,249 | 1,257,244 | | Shannon Heim | | | | | | | | | General Counsel and Vice President, Federal Gov't Affairs | 2025 | 378,741 | 351,549 | 152,810 | — | 134,939 | 1,018,039 | | | 2024 | 364,615 | 332,498 | 171,680 | — | 132,284 | 1,001,077 | | | 2023 | 347,369 | 227,500 | 121,275 | — | 73,966 | 770,110 | | Bobbi Schroeppel | | | | | | | | | Vice President – Customer Care, Communications and HR | 2025 | 358,269 | 227,520 | 130,095 | 50,672 | 142,237 | 908,793 | | | 2024 | 344,347 | 213,843 | 182,700 | 16,836 | 134,731 | 892,457 | | | 2023 | 325,187 | 188,900 | 101,333 | 33,634 | 86,529 | 735,583 | | John Hines | | | | | | | | | Vice President – Supply / Montana Govt Affairs | 2025 | 353,151 | 224,303 | 128,237 | 126,134 | 109,639 | 941,464 | | | 2024 | 341,065 | 214,745 | 193,597 | 71,969 | 108,511 | 929,887 | | | 2023 | 326,553 | 189,694 | 101,758 | 123,663 | 42,373 | 784,041 |

  69. 2025 Summary Compensation Table

    (1)These values reflect the grant date fair value of these awards as calculated utilizing the provisions of Accounting Standards Codification 718, Stock Compensation, and do not represent earned or paid compensation as the shares are subject to performance and vesting conditions. The values in the table above assume payout at target (100 percent) based on grant date fair value. With respect to the LTIP performance units reflected above, the exact number of shares issued will vary from zero to 200 percent of the target award, depending on actual Company performance relative to the performance goals. See Note 17 to the consolidated financial statements in our 2025 Annual Report on Form 10-K for further information regarding assumptions underlying the valuation of equity awards. The value of awards granted in 2025 (LTIP performance units and LTIP restricted units) for each NEO assuming a maximum payout (with respect to the LTIP performance units) based on grant date fair value would be $4,590,026 for Mr. Bird; $1,062,452 for Ms. Lail; $597,629 for Ms. Heim; $386,769 for Ms. Schroeppel; and $381,315 for Mr. Hines. (2)These amounts are attributable to a change in the value of each individual’s defined benefit pension account balances during the applicable year and do not represent earned or paid compensation. Pension values are dependent on many variables including years of service, earnings and actuarial assumptions. Our pension plans were closed prior to Ms. Heim joining the Company; therefore, she is not a participant in a pension plan. (3)The following table identifies the items included in the “All Other Compensation” column for 2025. Employee benefits include employer contributions, as applicable, for health benefits (medical, dental, vision, employee assistance plan and health savings account), group term life and 401(k) plan, which are generally available to all employees on a nondiscriminatory basis. Life insurance also includes imputed income consistent with IRS guidelines for coverage amounts in excess of $50,000 for each of the NEOs. The discretionary supplemental retirement contributions are described in the 2025 Executive Pay—Pay After Employment Ends section of this proxy statement. Mr. Bird’s other income includes imputed income for executive physicals including the associated gross up for taxes. Ms. Schroeppel’s other income includes imputed income for executive physicals including the associated gross up for taxes and a non-cash taxable award including the associated gross up for taxes. Mr. Hines’ other income includes imputed income for executive physicals including the associated gross up for taxes .

  70. 2025 Summary Compensation Table

    | | Health Benefits | Life Insurance | 401(k) Contributions | Discretionary Supp. Retirement Contribs. | Other Income | Total All Other Compensation | | Brian Bird | $21,149 | $7,459 | $38,500 | $540,000 | $3,305 | $610,413 | | Crystal Lail | 21,149 | 2,370 | 35,000 | 150,000 | — | 208,519 | | Shannon Heim | 24,802 | 1,137 | 35,000 | 74,000 | — | 134,939 | | Bobbi Schroeppel | 27,446 | 3,875 | 38,500 | 70,000 | 2,416 | 142,237 | | John Hines | 19,603 | 4,842 | 14,000 | 69,000 | 2,194 | 109,639 |

  71. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The table below shows the range of each NEO’s annual and long-term incentive award opportunities granted for the fiscal year ended December 31, 2025. The narrative following the table describes the terms of each incentive award opportunity.

  72. 2025 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards (1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards (2) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Brian Bird | | | | | | | | | | | Annual Cash Incentive | — | — | 929,250 | 1,812,038 | — | — | — | — | — | | LTIP Performance Units | 2/13/2025 | — | — | — | — | 38,026 | 76,052 | — | 1,890,004 | | LTIP Restricted Share Units | 2/13/2025 | — | — | — | 17,334 | 17,334 | 17,334 | — | 810,018 | | Crystal Lail | | | | | | | | | | | Annual Cash Incentive | — | — | 387,188 | 755,017 | — | — | — | — | — | | LTIP Performance Units | 2/13/2025 | — | — | — | — | 8,802 | 17,604 | — | 437,485 | | LTIP Restricted Share Units | 2/13/2025 | — | — | — | 4,012 | 4,012 | 4,012 | — | 187,481 | | Shannon Heim | | | | | | | | | | | Annual Cash Incentive | — | — | 191,013 | 372,475 | — | — | — | — | — | | LTIP Performance Units | 2/13/2025 | — | — | — | — | 4,951 | 9,902 | — | 246,079 | | LTIP Restricted Share Units | 2/13/2025 | — | — | — | 2,257 | 2,257 | 2,257 | — | 105,470 | | Bobbi Schroeppel | | | | | | | | | | | Annual Cash Incentive | — | — | 162,619 | 317,107 | — | — | — | — | — | | LTIP Performance Units | 2/13/2025 | — | — | — | — | 3,204 | 6,408 | — | 159,248 | | LTIP Restricted Share Units | 2/13/2025 | — | — | — | 1,461 | 1,461 | 1,461 | — | 68,273 | | John Hines | | | | | | | | | | | Annual Cash Incentive | — | — | 160,296 | 312,577 | — | — | — | — | — | | LTIP Performance Units | 2/13/2025 | — | — | — | — | 3,159 | 6,318 | — | 157,012 | | LTIP Restricted Share Units | 2/13/2025 | — | — | — | 1,440 | 1,440 | 1,440 | — | 67,291 |

  73. 2025 Grants of Plan-Based Awards

    (1) Reflects possible payout range of 2025 performance units and restricted share units awards. The performance units granted on February 13, 2025, have a weighted average grant date fair value of $49.70. The restricted share units granted on February 13, 2025, have a weighted average grant date fair value of $46.73. (2) These values reflect the grant date fair value of these awards as calculated utilizing the provisions of Accounting Standards Codification 718, Stock Compensation, and do not represent earned or paid compensation as the shares are subject to performance and vesting conditions. The values in the table above reflect grant date fair value assuming payment at target. See Note 17 to the consolidated financial statements in our 2025 Annual Report on Form 10-K for further information regarding assumptions underlying the valuation of equity awards.

  74. 2025 Stock Vested

    2025 Stock Vested The table below shows the number of shares acquired and the dollar amounts realized during 2025 pursuant to the vesting of prior equity-based awards.

  75. 2025 Stock Vested

    | | Stock Awards | | | | | | | | | Name | LTIP Shares Acquired on Vesting (#) (1) | Value Realized on LTIP Vesting ($) | ERRP Shares Acquired on Vesting (#) (2) | Value Realized on ERRP Vesting ($) | Restricted Shares Acquired on Vesting (#) (3) | Value Realized on Restricted Shares Vesting ($) | Total Shares Acquired on Vesting (#) | Total Value Realized ($) | | Brian Bird | 30,230 | 1,951,070 | 2,587 | 166,965 | 7,953 | 513,287 | 40,770 | 2,631,322 | | Crystal Lail | 8,963 | 578,481 | 1,260 | 81,320 | — | — | 10,223 | 659,801 | | Shannon Heim | 4,298 | 277,397 | — | — | — | — | 4,298 | 277,397 | | Bobbi Schroeppel | 3,569 | 230,357 | 1,335 | 86,161 | — | — | 4,904 | 316,518 | | John Hines | 3,584 | 231,286 | 1,354 | 87,387 | — | — | 4,938 | 318,673 |

  76. 2025 Stock Vested

    (1) LTIP Shares vested consist of restricted share and performance units for the 2023 – 2025 performance period that vested on December 31, 2025, at a performance level of 102.8 percent. We determined the value realized for the vesting of these shares using the fair market value of our common stock on the December 31, 2025, vesting date, which was $64.54. (2) Ms. Heim became an executive (and NEO) following the Company’s discontinuation of the ERRP. (3) As part of Mr. Bird’s promotion to CEO, our Board granted Mr. Bird a one-time CEO promotion award of restricted common stock in December 2022, half of which vested on December 13, 2025, and the other half of which is scheduled to vest on December 13, 2026.

  77. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The table below contains information regarding outstanding equity-based awards, including the potential dollar amounts realizable with respect to the awards for each NEO. Dividends are not paid or accrued on any unvested awards.

  78. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | | Stock Awards | | | | | | Type of Award | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | Brian Bird | | | | | | | | | 2025 LTIP RSU(2) | 2/12/2025 | 17,334 | 1,118,736 | | | | | 2025 LTIP PSU(3) | 2/12/2025 | | | 76,052 | 4,908,396 | | | 2024 LTIP RSU(2) | 2/14/2024 | 17,652 | 1,139,260 | | | | | 2024 LTIP PSU(3) | 2/14/2024 | | | 77,788 | 5,020,438 | | | CEO RS Award | 12/13/2022 | 7,952 | 513,222 | | | | | 2022 ERRP(4) | 12/13/2022 | 4,927 | 317,989 | | | | | 2021 ERRP(5) | 12/14/2021 | | | 3,465 | 223,631 | | Crystal Lail | | | | | | | | | 2025 LTIP RSU(2) | 2/12/2025 | 4,012 | 258,934 | | | | | 2025 LTIP PSU(3) | 2/12/2025 | | | 17,604 | 1,136,162 | | | 2024 LTIP RSU(2) | 2/14/2024 | 4,512 | 291,204 | | | | | 2024 LTIP PSU(3) | 2/14/2024 | | | 19,880 | 1,283,055 | | | 2022 ERRP(4) | 12/13/2022 | 2,631 | 169,805 | | | | | 2021 ERRP(5) | 12/14/2021 | | | 2,166 | 139,794 | | Shannon Heim | | | | | | | | | 2025 LTIP RSU(2) | 2/12/2025 | 2,257 | 145,667 | | | | | 2025 LTIP PSU(3) | 2/12/2025 | | | 9,902 | 639,075 | | | 2024 LTIP RSU(2) | 2/14/2024 | 2,530 | 163,286 | | | | | 2024 LTIP PSU(3) | 2/14/2024 | | | 11,148 | 719,492 | | Bobbi Schroeppel | | | | | | | | | 2025 LTIP RSU(2) | 2/12/2025 | 1,461 | 94,293 | | | | | 2025 LTIP PSU(3) | 2/12/2025 | | | 6,408 | 413,572 | | | 2024 LTIP RSU(2) | 2/14/2024 | 1,627 | 105,007 | | | | | 2024 LTIP PSU(3) | 2/14/2024 | | | 7,170 | 462,752 | | | 2022 ERRP(4) | 12/13/2022 | 1,339 | 86,419 | | | | | 2021 ERRP(5) | 12/14/2021 | | | 1,395 | 90,033 | | John Hines | | | | | | | | | 2025 LTIP RSU(2) | 2/12/2025 | 1,440 | 92,938 | | | | | 2025 LTIP PSU(3) | 2/12/2025 | | | 6,318 | 407,764 | | | 2024 LTIP RSU(2) | 2/14/2024 | 1,634 | 105,458 | | | | | 2024 LTIP PSU(3) | 2/14/2024 | | | 7,200 | 464,688 | | | 2022 ERRP(4) | 12/13/2022 | 1,344 | 86,742 | | | | | 2021 ERRP(5) | 12/14/2021 | | | 1,415 | 91,324 |

  79. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1) Values were calculated based on a $64.54 closing price of our common stock on December 31, 2025. (2) The 2024 and 2025 LTIP restricted share unit awards do not have any performance criteria and will vest, respectively, on December 31, 2026, and December 31, 2027, subject to the recipient’s continued employment through such date. (3) The LTIP performance share units granted in February 2024 and 2025 will vest, if at all, on December 31, 2026, and 2027, respectively, subject to the satisfaction of the applicable performance and market criteria and generally subject to the recipient’s continued employment through such date. Based on performance through December 31, 2025, we are above target for payout of the 2024 and 2025 grants. As required by the SEC’s disclosure rules, the number of units and payout value shown for the 2024 and 2025 grants assume maximum performance (200 percent). (4) The 2022 ERRP award does not have any performance criteria and will vest on December 31, 2027, subject to the recipient’s continued employment through such date. (5) The performance-based restricted share units granted under the ERRP in December 2021 will vest on December 31, 2026 (such awards have not yet satisfied the applicable performance criteria), subject to the recipient’s continued employment through such date.

  80. 2025 Pension Benefits

    2025 Pension Benefits

  81. 2025 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Brian Bird | NorthWestern Energy SD/NE Pension Plan | 22.08 | 374,740 | — | | Crystal Lail | NorthWestern Energy SD/NE Pension Plan | 22.93 | 177,424 | — | | Shannon Heim(1) | — | — | — | — | | Bobbi Schroeppel | NorthWestern Energy SD/NE Pension Plan | 27.63 | 330,449 | — | | John Hines | NorthWestern Energy MT Pension Plan | 21.00 | 1,160,674 | — |

  82. 2025 Pension Benefits

    (1) Ms. Heim joined the Company after the pension plans were closed to new entrants and therefore is not eligible to participate.

  83. 2025 Pension Benefits

    | We calculated the present value of accumulated benefits assuming benefits commence at age 65 and using the discount rate, mortality assumption, and assumed payment form consistent with those disclosed in Note 16 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. While we calculated the present values in the table above assuming that benefits commence at age 65, the table to the right summarizes the cash balance available if the individual had terminated service as of December 31, 2025. | Name | Cash Balance ($) | | | Brian Bird | 380,322 | | | Crystal Lail | 222,126 | | | Shannon Heim | — | | | Bobbi Schroeppel | 363,858 | | | John Hines | 1,056,746 |

  84. 2025 Pension Benefits

    Under the NorthWestern Energy MT Plan, a participant’s account grows based upon (1) contributions we make once per year, and (2) interest credits at the rate of six percent per year. Our contributions range from (a) three percent to 12 percent for eligible compensation, plus (b) 1.5 percent to six percent for eligible compensation above one-half of the taxable social security wage base. Upon termination of employment, an employee who is at least 50 years old with five years of service may begin receiving a monthly annuity or defer receiving benefits until he or she is required to take a minimum distribution. Under the cash balance formula of the NorthWestern Energy SD/NE Pension Plan, a participant’s account grows based upon (1) annual pay credits, and (2) annual interest credits based on the average federal 30-year Treasury Bill rate for November of the preceding year. Pay credits range from three percent to 7.5 percent for compensation below the taxable wage base, and such amounts are doubled for compensation above the taxable wage base. Upon termination of employment, an employee (or if deceased, his or her beneficiary) may elect to (a) defer receiving benefits until he or she is required to take a minimum distribution or (b) receive an early retirement benefit of either (i) a lump sum payment equal to the cash balance in the account or (ii) a monthly annuity if age 55 or greater. Mr. Bird currently is eligible for the lump sum early retirement option and the monthly annuity early retirement option. For both pension plans, credited years of service are based on actual hire date, and pensionable earnings include base pay only. Mercer Human Resources Consulting, the actuary for our pension plans, calculates the present value of accumulated benefits using participant data provided by us.

  85. Non-qualified Deferred Compensation

    Non-qualified Deferred Compensation Elective Deferred Compensation. We implemented the Officer Deferred Plan in 2009. In 2025, Ms. Heim and Mr. Hines were the only NEOs who elected to defer compensation. The Officer Deferred Plan is discussed in the Compensation Discussion and Analysis—Other Pay Policies—Non-qualified Deferred Compensation section of this proxy statement. ERRP Awards. Prior to the discontinuation of our ERRP, our executive officers received annual ERRP grants. The 2022 ERRP awards were the last grants under the program. ERRP awards vested over a five-year period and were to be paid following separation of service. Pursuant to the terms of ERRP award agreements, when a grant vests, our executive officers receive restricted share units, which we credit to a deferred compensation account for each executive officer. These restricted share units are not deferrals under our deferred compensation plan; however, the restricted share units are similar to deferred compensation because an executive officer cannot access the units until he or she is no longer our employee. For more details about our ERRP program, please refer to the Compensation Discussion and Analysis—Pay Components—Long-Term Performance-Based Equity Incentive Awards section in this proxy statement. Discretionary Supplemental Retirement Contributions. Following discontinuation of our ERRP, the Company decided to move to a more market-based approach to providing supplemental retirement benefits for executives. The Company amended the Officer Deferred Plan to allow Company contributions, and, in 2024, the Company made its first discretionary supplemental retirement contributions to our executive officers. These discretionary contributions approximate the retirement benefits provided by our peers pursuant to traditional supplemental executive retirement plans, and the value of the discretionary contributions are the same percentages of base salary the company previously targeted with respect to ERRP awards. In 2025, our CEO received a discretionary supplemental retirement contribution of 60 percent of his base salary, our CFO received a contribution of 30 percent of her base salary, and our other NEOs and executive officers received contributions of 20 percent of their respective base salaries. The table below summarizes 2025 participation by our NEOs in the Officer Deferred Plan and the discretionary supplemental retirement contributions received by our NEOs in 2025. The “Registrant Contributions” column reflects the vesting of our 2020 ERRP awards and the amounts our NEOs received as discretionary supplemental retirement contributions.

  86. Non-qualified Deferred Compensation

    | | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) (1) | Aggregate Earnings in Last Fiscal Year ($) (2) | Aggregate Withdrawals/ Distributions in Last Fiscal Year ($) | Aggregate Balance on December 31, 2025 ($) (3) | | Brian Bird | | 706,965 | 79,258 | | 2,064,825 | | Crystal Lail | | 231,320 | 18,084 | | 474,507 | | Shannon Heim | 47,922 | 74,000 | 7,163 | | 258,474 | | Bobbi Schroeppel | | 156,161 | 21,084 | | 523,058 | | John Hines | 99,442 | 156,387 | 166,183 | | 3,544,237 |

  87. Non-qualified Deferred Compensation

    (1) Registrant contributions for 2025 consist of (a) discretionary supplemental retirement contributions, which amounts are reported as compensation to such executive officer in the Summary Compensation Table as “All Other Compensation” and itemized as part of footnote 3 to the Summary Compensation Table, and (b) vesting of the 2020 ERRP grants, which amounts are reported in the 2025 Stock Vested table. (2) None of the earnings in 2025 are reported as compensation to such executive officer in the Summary Compensation Table. (3) Reflects the following amounts for each of the NEOs related to discretionary supplement retirement contributions made by the Company and reported as compensation to such executive officer in prior Summary Compensation Tables: Mr. Bird, $480,000; Ms. Lail, $142,313; Ms. Heim, $70,000; Ms. Schroeppel, $65,800; and Mr. Hines, $66,077. Also reflects the following amounts for each of the NEOs related to the ERRP that were reported as compensation to such executive officer in prior Summary Compensation Tables: Mr. Bird, $727,388; Ms. Lail, $165,358; and Ms. Schroeppel, $193,123. Mr. Hines was not an NEO prior to 2023, and no ERRP awards vested in 2023. Thus, he has not reported any ERRP compensation in prior Summary Compensation Tables. Ms. Heim became an executive (and NEO) following the Company’s discontinuation of the ERRP and, thus, none of the amounts reported in this column for Ms. Heim were reported in prior Summary Compensation Tables.

  88. Termination or Change in Control Arrangements

    Termination or Change in Control Arrangements We do not have severance agreements or golden parachute agreements. However, we do provide a Key Employee Severance Plan to certain employees, including our NEOs, covering involuntary terminations without cause or within 24 months of a change in control situation. In addition, our Equity Compensation Plan includes change-in-control provisions. Details regarding these arrangements follow. The amounts described in the table on the following page do not reflect the terms of the Merger Agreement with Black Hills or the Chief Executive Agreement between Mr. Bird and Black Hills. Information regarding amounts payable in connection with the those agreements and the pending Merger are available in a separate proxy statement relating to the Merger. The payments that will be identified in the Merger proxy statement will differ from the information set forth in this proxy statement due to different disclosure requirements, time periods, and assumptions. The actual payments NEOs will receive, if any, may differ from the information set forth in the proxy statement relating to the Merger and from what is set forth on the following page.

  89. Death, Disability, and Retirement Benefits

    | CEO to Median Employee Pay Ratio | | | | | | CEO | | Median Employee | | Base Salary | $921,263 | | $93,797 | | Stock Awards | $2,700,022 | | — | | Annual Incentive Plan Compensation | $743,400 | | $8,404 | | Change in Pension Value and Nonqualified Deferred Compensation Earnings (1) | $41,647 | | — | | All Other Compensation | $610,413 | | $32,414 | | TOTAL | $5,016,745 | | $134,615 | | CEO Pay to Median Employee Pay Ratio | 37 | : | 1 | | (1) These amounts are attributable to a change in the value of each individual’s defined benefit pension account balance and do not represent earned or paid compensation. Pension values are dependent on many variables including years of service, earnings, and actuarial assumptions. | | | |

  90. Compensation Actually Paid Table

    Compensation Actually Paid Table We are providing the following information about the relationship between executive compensation and certain measures of financial performance of our Company, as required by the SEC. However, the information does not necessarily align with how the Company or the Compensation Committee view the link between the Company's performance and the pay of its NEOs. The Compensation Discussion and Analysis, beginning on page 33, provides additional information about our pay-for-performance philosophy and how we align executive compensation with our performance. As described in more detail in our CD&A, the Company's annual incentive awards and a large portion of the long-term incentive awards that comprise a significant percentage of an executive's compensation are directly linked to performance. Payouts of these portions of an executive's compensation are placed at risk and require the accomplishment of specific results that are designed to benefit our shareholders and the Company, both in the long- and short-term. While the Company utilizes several performance measures to align executive compensation with Company performance, not all Company measures are presented in the compensation actually paid (CAP) table below. Moreover, the Company generally seeks to incentivize long-term performance and therefore does not specifically align the Company's performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. The CAP table compares total compensation as reported in our Summary Compensation Table, that can be found on page 51, and CAP as determined in accordance with the calculations required by Item 402(v) of Regulation S-K for our principal executive officer (PEO) and the average of our other NEOs. As the table illustrates for 2025, CAP exceeded the total compensation as calculated in the Summary Compensation Table. The CAP table also compares our compensation to our TSR, our peer group’s TSR, our net income, and our ROAE.

  91. Compensation Actually Paid Table

    | Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (1) (2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (1) (2) | Value of Initial Fixed $100 Investment Based on | | Net Income ($ thousands) | Company Selected Measure (4) | SUPPLEMENTAL MEASURE: | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (3) | | | 3-Year Return on Average Equity (4) | | 2025 | 5,016,745 | 11,060,365 | 1,141,307 | 1,967,092 | 139.04 | 152.43 | 181,100 | N/A | 7.4% | | 2024 | 4,811,089 | 5,162,068 | 1,140,889 | 1,160,680 | 93.44 | 105.74 | 224,100 | N/A | 7.5% | | 2023 | 3,110,602 | 2,386,099 | 886,745 | 720,910 | 84.56 | 92.96 | 194,131 | N/A | 7.7% | | 2022 | 3,375,572 | 2,901,778 | 1,472,753 | 1,398,178 | 94.09 | 98.79 | 212,600 | N/A | 7.4% | | 2021 | 3,445,367 | 1,956,479 | 1,134,364 | 813,050 | 86.70 | 97.40 | 186,840 | N/A | 8.5% |

  92. Compensation Actually Paid Table

    (1) In 2023 to 2025, Brian Bird was our PEO, and in 2021 and 2022, Robert Rowe was our PEO. For 2023 to 2025, our other NEOs were Crystal Lail, Shannon Heim, John Hines, and Bobbi Schroeppel. For 2022, our other NEOs were Brian Bird, Crystal Lail, Heather Grahame and Curtis Pohl. For 2021, our other NEOs were Brian Bird, Crystal Lail, Heather Grahame, Curtis Pohl and Bobbi Schroeppel. (2) The amounts shown for CAP have been calculated in accordance with SEC rules and do not reflect compensation actually earned, realized, or received by the Company's NEOs; instead, these amounts reflect the totals in the Summary Compensation Table with certain adjustments as described in the tables on the following page. The following tables include the adjustments that were necessary to arrive at CAP for our PEO and non-NEOs during 2025, as represented in the CAP table above.

  93. Compensation Actually Paid Table

    | Adjustments to Determine CAP for PEO | 2025 | | Summary Compensation Table (SCT) Total | $5,016,745 | | Adjustments to arrive at CAP | | | Deduction for change in pension values reported in the SCT | $(41,647) | | Increase for "Service Cost" for Pension Plans | $11,072 | | Deduction for stock awards amounts reported in the SCT | $(2,700,022) | | Fair value of current year equity awards at year-end | $4,884,943 | | Change in value of prior years' awards unvested at year-end | $2,926,995 | | Fair value of awards granted and vested in same year | $— | | Change in value of prior years' awards that vested during current year | $962,279 | | Deduction of value of prior years' awards that were forfeited during year | $— | | Dividends | $— | | Total adjustments | $6,043,620 | | CAP Total | $11,060,365 | | Adjustments to Determine Average CAP for Non-PEO NEOs | 2025 | | Summary Compensation Table (SCT) Total | $1,141,307 | | Adjustments to arrive at CAP | | | Deduction for change in pension values reported in the SCT | $(54,672) | | Increase for "Service Cost" for Pension Plans | $15,768 | | Deduction for stock awards amounts reported in the SCT | $(357,085) | | Fair value of current year equity awards at year-end | $665,926 | | Change in value of prior years' awards unvested at year-end | $439,996 | | Fair value of awards granted and vested in same year | $— | | Change in value of prior years' awards that vested during current year | $115,852 | | Deduction of value of prior years' awards that were forfeited during year | $— | | Dividends | $— | | Total adjustments | $825,785 | | CAP Total | $1,967,092 |

  94. Compensation Actually Paid Table

    (3) The peer group used for purposes of calculating cumulative TSR for 2025 was updated to remove PNM Resources, Inc., following its acquisition and to add MDU Resources Group, Inc. The peer group used for 2021–2024 reflects the peer group in effect for those respective years. Our Peer Group discussion begins on page 34. (4) Net income is the only single-year financial measure we use to link CAP to our NEOs for the most recently completed fiscal year. We use several multi-year performance measures as listed in the Most Important Performance Measures table on page 63. We have supplemented the information provided in the CAP table with one of these multi-year measures — ROAE over a three-year period.

  95. Future Shareholder Proposals and Director Nominations

    | Audit Committee | Audit, Finance, and Risk Committee | | Board | Board of Directors of NorthWestern Energy Group, Inc. | | CAP | Compensation actually paid, as determined in accordance with the calculations required by Item 402(v) of Regulation S-K | | CD&A | Compensation Discussion and Analysis | | CEO or PEO | Chief Executive Officer | | CFO | Chief Financial Officer | | COBRA | Consolidated Omnibus Budget Reconciliation Act | | Code of Conduct | Code of Conduct and Ethics | | Company | NorthWestern Energy Group, Inc., d/b/a NorthWestern Energy | | Compensation Committee | Human Resources Committee | | Deloitte | Deloitte & Touche LLP | | Director Deferred Plan | NorthWestern Energy Group, Inc. Deferred Compensation Plan for Non-Employee Directors | | DSU | Deferred share unit; a unit of Company common stock held in an individual’s deferred compensation account that cannot be sold or transferred until such individual departs the Company, subject to certain conditions | | Equity Compensation Plan or Plan | NorthWestern Energy Group, Inc., Amended and Restated Equity Compensation Plan | | EPS | Earnings per share | | ERRP | Executive Retention / Retirement Program | | Exchange Act | Securities and Exchange Act of 1934, as amended | | Executive Officer | The Named Executive Officers and other executives responsible for Company policy, strategy and operations. At the end of 2025, there were nine executive officers serving on our executive team. | | Governance Committee | Nominating and Governance Committee | | Key Employee Severance Plan | NorthWestern Corporation Key Employee Severance Plan, effective Oct. 19, 2016, as amended and restated effective as of April 25, 2024 | | LTIP | Long-Term Incentive Program | | Merger | Pending merger of equals between the Company and Black Hills Corporation | | NACD | National Association of Corporate Directors | | Named Executive Officer or NEO | Anyone who served as CEO or CFO during 2025, and the three other most highly compensated individuals, other than the CEO and CFO, who were serving as executive officers at the end of 2025. Our named executive officers for 2025 are identified in the Compensation Discussion and Analysis section of this proxy statement. | | Nasdaq | The Nasdaq Stock Market LLC | | NorthWestern, NorthWestern Energy, our, us, or we | NorthWestern Energy Group, Inc. | | NYSE | New York Stock Exchange | | Officer Deferred Plan | NorthWestern Corporation 2009 Officer Deferred Compensation Plan | | Operations Committee | Safety, Environmental, Technology and Operations Committee | | OSHA | Occupational Safety and Health Administration | | PCAOB | Public Company Accounting Oversight Board | | Record Date | March 2, 2026 | | ROAE | Return on average equity | | SAIDI | System Average Interruption Duration Index | | SEC | Securities and Exchange Commission | | WTW | Willis Towers Watson Public Limited Company, the Compensation Committee’s independent compensation consultant | | TSR | Total shareholder return |