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20200918170420

ACCESSION NUMBER:0000073088-20-000134

CONFORMED SUBMISSION TYPE:8-K

PUBLIC DOCUMENT COUNT:17

CONFORMED PERIOD OF REPORT:20200918

ITEM INFORMATION:Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

ITEM INFORMATION:Financial Statements and Exhibits

FILED AS OF DATE:20200918

DATE AS OF CHANGE:20200918

FILER:

COMPANY DATA:

COMPANY CONFORMED NAME:NORTHWESTERN CORP

CENTRAL INDEX KEY:0000073088

STANDARD INDUSTRIAL CLASSIFICATION:ELECTRIC & OTHER SERVICES COMBINED [4931]

IRS NUMBER:460172280

STATE OF INCORPORATION:DE

FISCAL YEAR END:1231

FILING VALUES:

FORM TYPE:8-K

SEC ACT:1934 Act

SEC FILE NUMBER:001-10499

FILM NUMBER:201184595

BUSINESS ADDRESS:

STREET 1:3010 W 69TH STREET

CITY:SIOUX FALLS

STATE:SD

ZIP:57108

BUSINESS PHONE:6059782908

MAIL ADDRESS:

STREET 1:3010 W 69TH STREET

CITY:SIOUX FALLS

STATE:SD

ZIP:57108

FORMER COMPANY:

FORMER CONFORMED NAME:NORTHWESTERN PUBLIC SERVICE CO

DATE OF NAME CHANGE:19920703

8-K

1

nwe-20200918.htm

8-K

nwe-20200918

8-K0000073088false00000730882020-09-182020-09-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 18, 2020

NorthWestern Corp

(Exact name of registrant as specified in its charter)

Delaware1-1049946-0172280

(State or other jurisdiction of(Commission File Number)(I.R.S. Employer Identification No.)

3010 W. 69th StreetSioux FallsSouth Dakota57108

(Address of principal executive offices)(Zip Code)

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

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

Title of each classTrading Symbol(s)Name of each exchange on which registered

Common stockNWENYSE

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 18, 2020, NorthWestern Corporation d/b/a NorthWestern Energy (NWE) provided notice to the New York Stock Exchange (NYSE) that it intends to voluntarily delist its common stock, par value $.01 per share (Common Stock), from the NYSE after the close of trading on September 30, 2020, and intends to transfer the listing of its Common Stock to The Nasdaq Stock Market LLC (Nasdaq) effective as of the opening of trading on October 1, 2020. NWE's Common Stock has been authorized for listing on Nasdaq and will continue to trade under the stock symbol “NWE.”

A copy of the press release issued by NWE announcing the transfer to Nasdaq is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

Exhibit No.Description of Document

Press Release, dated September 18, 2020

* filed herewith

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NorthWestern Corporation

By:/s/ Timothy P. Olson

Timothy P. Olson

Corporate Secretary

Date: September 18, 2020

EX-99.1

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ex991pressreleasenasda.htm

EX-99.1 NASDAQ TRANSFER PRESS RELEASE

Document

NorthWestern Corporation

d/b/a NorthWestern Energy

3010 W. 69thStreet

Sioux Falls, SD 57108

www.northwesternenergy.com

FOR IMMEDIATE RELEASE

NorthWestern Energy to Transfer to Nasdaq

BUTTE, MT / SIOUX FALLS, SD - September 18, 2020 -NorthWestern Corporation d/b/a NorthWestern Energy (NYSE: NWE) today announced that it is transferring its stock exchange listing from The New York Stock Exchange after the end of trading on September 30, 2020 to The Nasdaq Global Select Market (Nasdaq). NorthWestern’s shares will begin trading as a Nasdaq-listed security on October 1, 2020 and will continue to trade under the ticker symbol NWE.

“NorthWestern has a century long history of providing safe, reliable and affordable electric and natural gas services across Montana, South Dakota, Nebraska and Yellowstone National Park. Nasdaq is home to many of the world’s most innovative companies and is a natural fit as NorthWestern continues to expand its environmental stewardship and sustainability efforts. Although we are one of the smaller U.S. utilities - as measured by market capitalization - we have one of the largest service territories as measured by footprint, covering nearly 108,000 square miles. Although NorthWestern’s energy supply portfolio is already approximately 60% carbon-free, continuous innovation is essential as we steward this critical infrastructure for the benefit of our customers and investors,”said Bob Rowe, President and Chief Executive Officer.

“NorthWestern Energy is committed to providing sustainable energy to meet customer needs, while protecting and enhancing the natural environment,”said Nelson Griggs, President, Nasdaq Stock Exchange.“Their listing on Nasdaq will allow them to efficiently attract investors as they continue to provide safe, reliable and innovative energy solutions that create value for all stakeholders.”

About NorthWestern Energy

NorthWestern Corporation, doing business as NorthWestern Energy, provides electricity and / or natural gas to approximately 734,800 customers in Montana, South Dakota and Nebraska. We have generated and distributed electricity in South Dakota and distributed natural gas in South Dakota and Nebraska since 1923 and have generated and distributed electricity and distributed natural gas in Montana since 2002. More information on NorthWestern Energy is available on the company's Web site at www.northwesternenergy.com.

Investor Relations Contact:Media Contact:

Travis Meyer (605) 978-2967Jo Dee Black (866) 622-8081

travis.meyer@northwestern.comjodee.black@northwestern.com

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