Item 1.01 Entry into a Material Definitive Agreement.



The disclosure regarding the Forward Sale Agreement (as defined below) and the
Additional Forward Sale Agreement (as defined below) under Item 8.01 of this
Current Report on Form 8-K is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On November 15, 2021, NorthWestern Corporation d/b/a NorthWestern Energy
(Nasdaq: NWE) (the "Company") issued a press release announcing the Offering (as
defined below) and on November 17, 2021, the Company issued a press release
announcing that it had priced the Offering. Copies of these press releases are
furnished as Exhibits 99.1 and 99.2 hereto and are incorporated herein by
reference.

The information furnished is not deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, is not subject to the
liabilities of that section and is not deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended (the "Securities Act").

Item 8.01 Other Events.



On November 16, 2021, the Company entered into an Underwriting Agreement (the
"Underwriting Agreement") with BofA Securities, Inc. and J.P. Morgan Securities
LLC, as representatives of the several underwriters named in Schedule A thereto
(the "Underwriters"), Bank of America, N.A., as forward purchaser (the "Forward
Purchaser"), and the Forward Seller (as defined below) with respect to the
offering and sale in an underwritten public offering by the Underwriters (the
"Offering") of 6,074,767 shares (the "Offered Shares") of the Company's common
stock, par value $0.01 per share (the "Common Stock"). Of the Offered Shares,
1,401,869 shares were issued and sold by the Company to the Underwriters, and
4,672,898 shares were borrowed from third parties and sold to the Underwriters
by the Forward Seller.

On November 16, 2021, the Company entered into a forward sale agreement (the
"Forward Sale Agreement") with the Forward Purchaser, relating to an aggregate
of 4,672,898 shares of Common Stock, to be borrowed from third parties and sold
by the Forward Purchaser or its affiliate (referred to as the "Forward Seller")
to the Underwriters.

On November 17, 2021, the Underwriters exercised in full their option to
purchase an additional 911,215 shares of Common Stock pursuant to the
Underwriting Agreement. In connection therewith, the Company entered into an
additional forward sale agreement (the "Additional Forward Sale Agreement") with
the Forward Purchaser, relating to an aggregate of 911,215 shares of Common
Stock (unless the context otherwise requires, the term Forward Sale Agreement as
used in this Current Report on Form 8-K includes the Additional Forward Sale
Agreement).

The Forward Sale Agreement provides for settlement on a settlement date or dates
to be specified at the Company's discretion, but which is expected to occur on
or prior to February 28, 2023. On a settlement date or dates, if the Company
decides to physically settle the Forward Sale Agreement, the Company will issue
shares of Common Stock to the Forward Purchaser at the then-applicable forward
sale price. The forward sale price will initially be $51.8950 per share, which
is the price at which the Underwriters have agreed to buy the shares of Common
Stock pursuant to the Underwriting Agreement. The Forward Sale Agreement
provides that the initial forward sale price will be subject to adjustment based
on a floating interest rate factor equal to the overnight
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bank funding rate less a spread, and will be subject to decrease on each of
certain dates specified in the Forward Sale Agreement by amounts related to
expected dividends on shares of Common Stock during the term of the Forward Sale
Agreement. The forward sale price will also be subject to decrease if the cost
to the Forward Seller of borrowing a number of shares of Common Stock underlying
the Forward Sale Agreement exceeds a specified amount. If the overnight bank
funding rate is greater than the spread on any day, the interest factor will
result in a daily increase of the forward sale price. If the overnight bank
funding rate is less than the spread on any day, the interest factor will result
in a reduction of the forward sale price for such day.

The Forward Sale Agreement will be physically settled, unless the Company elects
to settle the Forward Sale Agreement in cash or to net share settle the Forward
Sale Agreement (which the Company has the right to do, subject to certain
conditions, other than in the limited circumstances described below). If the
Company decides to physically settle or net share settle the Forward Sale
Agreement, delivery of shares of Common Stock upon any physical settlement or
net share settlement of the Forward Sale Agreement will result in dilution to
the Company's earnings per share. If the Company elects cash or net share
settlement for all or a portion of the shares of Common Stock underlying the
Forward Sale Agreement, the Company would expect the Forward Purchaser or its
affiliate to repurchase a number of shares of Common Stock equal to the portion
for which the Company elects cash or net share settlement in order to satisfy
its obligation to return the shares of Common Stock the Forward Seller had
borrowed in connection with the related sales of Common Stock under the
Underwriting Agreement adjusted in the case of net share settlement, by any
shares deliverable by or to the Company under the Forward Sale Agreement. If the
market value of Common Stock at the time of such purchase is above the forward
sale price at that time, the Company will pay or deliver, as the case may be, to
the Forward Purchaser under the Forward Sale Agreement, an amount in cash, or a
number of shares of Common Stock with a market value, equal to such difference.
Any such difference could be significant. Conversely, if the market value of
Common Stock at the time of such purchase is below the forward sale price at
that time, the Forward Purchaser will pay or deliver, as the case may be, to the
Company under the Forward Sale Agreement, an amount in cash, or a number of
shares of Common Stock with a market value, equal to such difference.

The Forward Purchaser will have the right to accelerate the Forward Sale
Agreement (with respect to all or any portion of the transaction under the
Forward Sale Agreement that the Forward Purchaser determines is affected by such
event) and require the Company to physically settle on a date specified by the
Forward Purchaser if:

•the Forward Purchaser is unable to hedge its exposure to the transaction under
the Forward Sale Agreement because of the lack of sufficient shares being made
available for borrowing because the Forward Purchaser would incur a stock loan
fee of more than a specified rate or because it is otherwise commercially
impracticable;
•the Forward Purchaser determines that it has an ownership position in the
Company's Common Stock above a limit specified in the Forward Sale Agreement,
related to the number of shares of Common Stock that would give rise to certain
reporting or registration obligations of or other requirements applicable to the
Forward Purchaser or certain associated persons;
•the Company declares a cash dividend (other than extraordinary dividends as
such term is defined in the Forward Sale Agreement) on shares of Common Stock
with a cash value in excess of a specified periodic amount or the Company
declares certain non-cash distributions on shares of Common Stock;
•there is an announcement of any action that, if consummated, would constitute
an extraordinary event (as such term is defined in the Forward Sale Agreement
and which
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includes certain mergers and tender offers) or the occurrence of the delisting
of the Company's Common Stock or certain changes in law;
•the Company publicly announces or discloses one or more repurchases of shares
or options to repurchase shares of Common Stock that could result in the number
of shares underlying the Forward Sale Agreement exceeding a specified percentage
of the Company's total outstanding shares of Common Stock; or
•certain events of default, termination events or other specified events occur,
including, among other things, any material misrepresentation made by the
Company in connection with entering into the Forward Sale Agreement, certain
bankruptcy events and certain changes in circumstances causing an illegality (as
such terms are defined in the Forward Sale Agreement).

In the ordinary course of their respective businesses, the Forward Purchaser and
the Forward Seller and/or their affiliates have in the past and may in the
future provide the Company and its affiliates with financial advisory and other
services for which they have and in the future will receive customary fees. For
example, BofA Securities, Inc. is a lender under the Company's credit
facilities. To the extent the Company uses the proceeds from the transactions
reported in this Form 8-K to repay any indebtedness under its credit facilities,
BofA Securities, Inc. will receive a portion of such proceeds.

The foregoing descriptions of the Underwriting Agreement, the Forward Sale Agreement, and the Additional Forward Sale Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, the Forward Sale Agreement, and the Additional Forward Sale Agreement, which are filed as Exhibit 1.1, Exhibit 10.1, and Exhibit 10.2 hereto, respectively, and are incorporated herein by reference.



The Offered Shares are being offered and sold pursuant to the Company's
Registration Statement on Form S-3 (Registration No. 333-253047) (the
"Registration Statement"). Attached hereto as Exhibit 5.1 is an opinion of
counsel regarding the legality of the Offered Shares.
Item 9.01  Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.                Description of Document
  1.1                      Underwriting Agreement, dated November 16, 2021,

by and among NorthWestern


                           Corporation; BofA Securities, Inc. and J.P.

Morgan Securities LLC, as


                           representatives of the several underwriters;

BofA Securities, Inc., as


                           forward seller; and Bank of America, N.A., as forward purchaser.
  5.1                      Opinion of Timothy P. Olson, Senior Corporate Counsel and Corporate
                           Secretary, NorthWestern Corporation.
  10.1                     Forward Sale Agreement, dated November 16, 2021, between NorthWestern
                           Corporation and Bank of America, N.A., as forward purchaser.
  10.2                     Additional Forward Sale Agreement, dated

November 17, 2021, between

NorthWestern Corporation and Bank of America,

N.A., as forward purchaser.


  23.1                     Consent of Timothy P. Olson, Senior Corporate Counsel and Corporate
                           Secretary, NorthWestern Corporation (included as part of Exhibit 5.1
                           hereto).
  99.1                     Press Release, dated November 15, 2021.


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Exhibit No.                Description of Document
  99.2                     Press Release, dated November 17, 2021.
104                        Cover Page Interactive Data File (embedded within the Inline XBRL
                           document).



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