Kind S-3ASR NorthWestern Vitality Grou

As filed with the Securities and Change Fee on October 2, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NorthWestern Vitality Group, Inc.

(Actual identify of registrant as laid out in its constitution)


Delaware			93-2020320
(State or different jurisdiction of incorporation or group)			(I.R.S. Employer Identification No.)

3010 W. 69th Avenue

Sioux Falls, South Dakota 57108

(605) 978-2900

(Tackle, together with zip code, and phone quantity, together with space code, of registrant’s principal govt workplaces)

Shannon M. Heim

Vice President and Basic Counsel

NorthWestern Vitality Group, Inc.

3010 W. 69th Avenue

Sioux Falls, South Dakota 57108

(605) 978-2900

(Identify, deal with, together with zip code, and phone quantity, together with space code, of agent for service)

Copy to:

Robert Joseph, Esq.

Husch Blackwell LLP

120 S Riverside Plaza, Suite 2200

Chicago, Illinois 60606

Tel: 312.526.1536

Fax: 312.655.1501

Approximate date of graduation of proposed sale to the general public:

Infrequently after the efficient date of this Registration Assertion

If the one securities being registered on this Kind are being provided pursuant to dividend or curiosity reinvestment plans, please examine the next field. ☐

If any of the securities being registered on this Kind are to be provided on a delayed or steady foundation pursuant to Rule 415 underneath the Securities Act of 1933, apart from securities provided solely in reference to dividend or curiosity reinvestment plans, examine the next field. ☒

If this Kind is filed to register extra securities for an providing pursuant to Rule 462(b) underneath the Securities Act, please examine the next field and record the Securities Act registration assertion variety of the sooner efficient registration assertion for a similar providing. ☐

If this Kind is a post-effective modification filed pursuant to Rule 462(c) underneath the Securities Act, examine the next field and record the Securities Act registration assertion variety of the sooner efficient registration assertion for a similar providing. ☐

If this Kind is a registration assertion pursuant to Basic Instruction I.D. or a post-effective modification thereto that shall change into efficient upon submitting with the Fee pursuant to Rule 462(e) underneath the Securities Act, examine the next field. ☒

If this Kind is a post-effective modification to a registration assertion filed pursuant to Basic Instruction I.D. filed to register extra securities or extra courses of securities pursuant to Rule 413(b) underneath the Securities Act, examine the next field. ☐

Point out by examine mark whether or not the registrant is a big, accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting firm, or an rising development firm. See the definitions of “massive, accelerated filer,” “accelerated filer,” “smaller reporting firm,” and “rising development firm” in Rule 12b-2 of the Change Act.


Massive accelerated filer ☒						Accelerated filer ☐
Non-accelerated filer ☐						Smaller reporting firm ☐
(Don’t examine if a smaller reporting firm)						Rising development firm ☐

If an rising development firm, point out by examine mark if the registrant has elected to not use the prolonged transition interval for complying with any new or revised monetary accounting requirements offered pursuant to Part 7(a)(2)(B) of the Securities Act. ☐

PROSPECTUS

DIVIDEND REINVESTMENT

AND DIRECT STOCK PURCHASE PLAN

400,000 Shares of Frequent Inventory, $0.01 Par Worth

NorthWestern Vitality Group, Inc.’s Dividend Reinvestment and Direct Inventory Buy Plan (the “Plan”) supplies a easy and handy approach to spend money on shares of frequent inventory, par worth $0.01 per share (the “Frequent Inventory”), of NorthWestern Vitality Group, Inc. (the “Firm”) with out incurring brokerage commissions or service fees. Participation within the Plan is open to all traders, no matter whether or not they already are shareholders of the Firm.

Contributors within the Plan might:

•Purchase shares of Frequent Inventory conveniently and economically

•Elect to reinvest money dividends in extra shares of Frequent Inventory

•Deposit Frequent Inventory certificates with the Plan Administrator for safekeeping

•Promote shares of Frequent Inventory or switch shares to different Plan individuals

Participation within the Plan is strictly voluntary. Shareholders who don’t want to take part within the Plan will proceed to obtain money dividends, when, as and if declared. Contributors within the Plan might terminate their participation at any time.

The Frequent Inventory is quoted on the Nasdaq Inventory Market LLC underneath the ticker image “NWE.” The final reported sale value of the Frequent Inventory on September 29, 2023 was $48.06 per share.

Investing within the Frequent Inventory includes danger. See “Threat Elements” on web page 3.

Neither the Securities and Change Fee nor any state securities fee has permitted or disapproved of those securities or decided if this prospectus is truthful or full. Any illustration on the contrary is a felony offense.

The date of this prospectus is October 2, 2023.

TABLE OF CONTENTS

SUMMARY

ENROLLMENT. To enroll within the Plan, you have to full and signal an Enrollment Kind and return it to the Plan Administrator. You may additionally enroll on-line at www.computershare.com/investor. If you’re not already a document holder of Frequent Inventory, you have to change into one on the time of enrollment by buying not less than $250 and not more than $100,000 of Frequent Inventory by means of the Plan.

PLAN ACCOUNTS. Shares of Frequent Inventory held within the Plan (whether or not bought by means of money contributions, acquired by means of dividend reinvestment, deposited for safekeeping or in any other case) will likely be mirrored in book-entry kind in an account within the participant’s identify (“Plan Account”).

DIVIDEND REINVESTMENT. It’s possible you’ll elect to reinvest money dividends on all, some or none of your shares. Money dividends paid on shares as to which you have chose reinvestment will likely be used to buy extra shares of Frequent Inventory, which will likely be added to your Plan Account. Money dividends paid on shares as to which you don’t elect reinvestment will likely be paid to you in money.

SHARE PURCHASES. It’s possible you’ll make your preliminary funding within the Firm by means of the Plan on the time of enrollment, as described underneath “Enrollment” above. After you will have enrolled within the Plan, it’s possible you’ll buy extra shares of Frequent Inventory by means of the Plan in quantities of not less than $100 per transaction. Purchases by means of the Plan might not exceed $100,000 per yr, together with any purchases in connection along with your enrollment within the Plan. Cost could also be made by examine or by automated withdrawal out of your checking account. All service charges, per share processing charges, or different service fees for purchases made underneath the Plan will likely be paid by the Firm. Nevertheless, such fees paid by the Firm in your behalf will likely be reported to the Inner Income Service by the Firm as earnings to you.

SAFEKEEPING. It’s possible you’ll ship your Frequent Inventory certificates to the Plan Administrator for safekeeping . The shares represented by these certificates will likely be transformed to book-entry shares held in your Plan Account. It’s possible you’ll obtain inventory certificates for these and every other complete shares held in your Plan Account at any time, upon request and fee of a certificates issuance price.

SELLING SHARES. It’s possible you’ll direct the Plan Administrator to promote shares of Frequent Inventory held in your Plan Account. You can be charged sure prices in reference to gross sales out of your Plan Account. You can be charged a transaction price for the administering of the sale and you can be charged to your share of bills paid by the Firm to 3rd events, akin to dealer’s commissions, charges and switch taxes.

TRANSFERRING SHARES. It’s possible you’ll switch shares out of your Plan Account upon completion of a switch request.

TRANSACTION FEES. You can be charged sure prices in reference to gross sales of shares out of your Plan Account, issuing a certificates to your shares, and acquiring duplicate statements. All different Plan companies are free to individuals. Nevertheless, if you happen to spend money on the Plan by means of automated withdrawals out of your financial institution, your financial institution might assess charges for digital funds transfers.

STATEMENTS OF PLAN ACCOUNT. You’ll obtain a quarterly assertion displaying all exercise in your Plan Account, in addition to your share steadiness. As well as, you’ll obtain a transaction recommendation promptly after every buy, sale, withdrawal, switch or deposit of shares to your Plan Account. Every assertion will include a tear-off kind which may be used for future Plan transactions.

THE PLAN ADMINISTRATOR. Computershare Belief Firm, N.A. (“Computershare” or the “Plan Administrator”) is the administrator of the Plan. The Plan Administrator could also be contacted at:

NorthWestern Vitality Group, Inc.

c/o Computershare

P.O. Field 43006

Windfall, RI 02940-3006

For in a single day supply companies:

NorthWestern Vitality Group, Inc.

c/o Computershare

150 Royall St.

Canton, MA 02021

Phone: 1 (800) 368-5948

Web: www.computershare.com/investor

RISK FACTORS

An funding in our shares of Frequent Inventory includes danger. Prior to creating a choice about investing in our shares of Frequent Inventory, it is best to rigorously think about the chance elements and cautionary statements underneath the heading “Threat Elements” in NorthWestern Company’s (“Outdated NWE”) most not too long ago filed Annual Report on Kind 10-Ok and different filings we make infrequently with the Securities and Change Fee (the “SEC”). Such elements may have an effect on precise outcomes and trigger outcomes to vary materially from these expressed or implied in forward-looking statements made by us or on our behalf. Extra dangers and uncertainties not presently identified to us or that we presently view as immaterial can also have an effect on our enterprise operations.

NORTHWESTERN ENERGY GROUP, INC.

On October 2, 2023, NorthWestern Company (“Outdated NWE”) applied a holding firm reorganization (the “Merger”) pursuant to the Settlement and Plan of Merger, dated as of October 2, 2023, by and amongst Outdated NWE, NorthWestern Vitality Group, Inc., a Delaware company (“New NWE”), and NorthWestern Vitality Merger Firm, a Delaware company (“Merger Sub”), which resulted in New NWE proudly owning all the excellent capital inventory of Outdated NWE. Pursuant to the Merger, Merger Sub, a direct, wholly-owned subsidiary of New NWE and an oblique, wholly-owned subsidiary of the Outdated NWE, merged with and into Outdated NWE, with Outdated NWE surviving as a direct, wholly-owned subsidiary of New NWE. Every share of Outdated NWE inventory issued and excellent instantly previous to the Merger routinely transformed into an equal corresponding share of New NWE inventory, having the identical designations, rights, powers and preferences and the {qualifications}, limitations and restrictions because the corresponding share of Outdated NWE inventory being transformed. Accordingly, upon consummation of the Merger, Outdated NWE’s stockholders instantly previous to the consummation of the Merger grew to become stockholders of New NWE. Shares of Outdated NWE held in Plan accounts previous to the merger will routinely be deemed to transform to shares of New NWE on account of the Merger.

NorthWestern Vitality Group, Inc., by means of its wholly-owned subsidiary NorthWestern Company, supplies electrical energy and/or pure gasoline to roughly 764,200 prospects in Montana, South Dakota, Nebraska and Yellowstone Nationwide Park. We’ve got generated and distributed electrical energy in South Dakota and distributed pure gasoline in South Dakota and Nebraska since 1923 and have generated and distributed electrical energy and distributed pure gasoline in Montana since 2002.

We have been included in Delaware in Might 2023. Our predecessor, NorthWestern Company, was included in Delaware in 1923. Our principal workplace is situated at 3010 West 69th Avenue, Sioux Falls, South Dakota 57108, and our phone quantity is 605-978-2900. In October 2023, we applied a holding firm reorganization through which we grew to become the successor registrant to our wholly-owned subsidiary, NorthWestern Company. We preserve an Web web site at http://www.northwesternenergy.com, which incorporates data regarding us. Our Web web site and the data contained therein or linked thereto will not be meant to be included into this prospectus and shouldn’t be thought-about part of this prospectus.

Until the context requires in any other case, references to “we,” “us,” “our,” “NorthWestern Vitality Group,” “NorthWestern Vitality,” and “NorthWestern” refer particularly to NorthWestern Vitality Group, Inc. and its subsidiaries.

DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN

The Firm’s Dividend Reinvestment and Direct Inventory Buy Plan consists in its entirety of the next questions and solutions. Using singular and masculine phrases within the Plan is for sensible functions solely and ought to be deemed to incorporate the plural and female, respectively, until the context plainly signifies a distinction.

INTRODUCTION

Goal

1. What’s the function of the Plan?

The aim of the Plan is to offer new traders and holders of document of Frequent Inventory with a easy and handy methodology of investing within the Firm, by means of each new money investments in Frequent Inventory and reinvestment of money dividends in extra shares of Frequent Inventory, with out the fee related to regular brokerage transactions.

Benefits

2. What benefits do I’ve if I take part within the Plan?

All service charges and per share processing charges in reference to purchases of Frequent Inventory by means of the Plan are paid by the Firm.

If you’re not a holder of Frequent Inventory, it’s possible you’ll spend money on Frequent Inventory and change into a Plan participant by making an preliminary funding by means of the Plan of not less than $250 and not more than $100,000. Cost could also be made by sending a private examine, drawn from a U.S. financial institution in U.S. forex payable to Computershare. You additionally might make your preliminary funding on-line at www.computershare.com/investor.

It’s possible you’ll enhance your funding within the Firm by routinely reinvesting the money dividends paid on all or a part of your shares (whether or not or not held in your Plan Account) in extra shares of Frequent Inventory.

It’s possible you’ll obtain money dividends on all or a part of your shares, together with these held in your Plan Account.

It’s possible you’ll make more money funds to buy extra shares of Frequent Inventory at any time in quantities of not less than $100 by examine or by automated withdrawal out of your checking account, no matter whether or not dividends are being reinvested. Your purchases by means of the Plan might not exceed $100,000 per yr, together with any purchases in connection along with your enrollment within the Plan.

Shares held in your Plan Account are held in book-entry kind, permitting you to keep away from the fee and danger related to the storage, loss, theft, or destruction of inventory certificates. Nonetheless, it’s possible you’ll obtain inventory certificates at any time, upon request and fee of a transaction price within the quantity required by Computershare infrequently.

It’s possible you’ll use the Plan’s safekeeping characteristic to carry in book-entry kind any shares of Frequent Inventory you personal, whether or not or not bought by means of the Plan.

Your recordkeeping is simplified as a result of you’ll obtain an announcement of your Plan Account each quarter and a transaction recommendation after every buy, sale, withdrawal, switch, or deposit of shares to your Plan Account.

It’s possible you’ll switch shares by present to a different shareholder’s Plan Account.

ADMINISTRATION

3. How is the Plan administered?

Computershare Belief Firm, N.A., will administer the Plan. As Plan Administrator, Computershare will act as agent for individuals, course of transaction requests, preserve a seamless document of their Plan Accounts, ship quarterly statements of account to individuals, and carry out different duties referring to the administration of the Plan. All open market purchases and gross sales of Frequent Inventory for the Plan will likely be made by means of a registered broker-dealer chosen by the Plan Administrator and unbiased of the Firm (“Unbiased Dealer”).

Written requests for deal with adjustments, basic shareowner inquiries and Plan Transaction Requests ought to be despatched to:

NorthWestern Vitality Group, Inc.

c/o Computershare

P.O. Field 43006

Windfall, RI 02940-3006

For in a single day supply companies:

NorthWestern Vitality Group, Inc.

c/o Computershare

150 Royall St.

Canton, MA 02021

Phone: 1 (800) 368-5948

Web: www.computershare.com/investor

PARTICIPATION

4. Who’s eligible to take part within the Plan?

Any investor, whether or not or not an current shareholder of document or worker of the Firm, is eligible to take part within the Plan.

5. How do I enroll within the Plan?

If you’re already a shareholder of document, it’s possible you’ll enroll within the Plan by finishing and signing an Enrollment Kind and returning it to the Plan Administrator. If you’re not presently a document holder of Frequent Inventory, you will have to finish and signal an Enrollment Kind and make an preliminary funding in Frequent Inventory by enclosing along with your Preliminary Enrollment Kind a private examine, drawn from a U.S. financial institution in U.S. forex payable to Computershare. You may additionally enroll within the Plan as a registered shareholder by logging into your account at www.computershare.com/investor. If you’re not presently a document holder of Frequent Inventory you possibly can enroll within the Plan and make your preliminary funding on-line at www.computershare.com/investor.

By enrolling, you appoint the Plan Administrator as your agent to obtain and apply money dividends on shares held in your Plan Account in accordance along with your election (see Query 7) and to impact different transactions in your Plan Account as specified by you. It’s possible you’ll entry your Plan Account by way of the web by logging in to your account on the Plan Administrator’s web site (www.computershare.com/investor). If you happen to beforehand haven’t established a web-based account with the Plan Administrator, it’s possible you’ll achieve this by following the directions for on-line entry at www.computershare.com/investor.

6. Might I take part if my shares are held for me within the identify of my financial institution or dealer?

In case your shares are registered within the identify of one other individual, akin to your dealer or a financial institution nominee, you have to change into a shareholder of document in your personal identify so as to take part within the Plan. It’s possible you’ll change into a shareholder of document both (a) by having your dealer, financial institution or different fiduciary switch the shares they personal to your profit into your personal identify or (b) by making an preliminary funding in Frequent Inventory in your personal identify as described above in Query 5.

7. What are my dividend choices?

You’ve gotten three choices concerning money dividends paid on shares held in your Plan Account:

•Full Dividend Reinvestment. It’s possible you’ll elect to routinely reinvest money dividends paid on all the shares registered in your identify and all shares held in your Plan Account in extra shares of Frequent Inventory.

•Partial Dividend Reinvestment. It’s possible you’ll elect the “Partial Dividend Reinvestment” possibility when enrolling by choosing the proportion of the whole variety of shares registered in your identify and held in your Plan Account with respect to which you need money dividends reinvested. The Plan Administrator will reinvest in extra shares of Frequent Inventory all money dividends paid on the required proportion of shares, and you’ll obtain money for the dividends on the remaining shares.

•Money Dividends. It’s possible you’ll elect to obtain money dividends paid on your whole shares registered in your identify and held in your Plan Account.

Money dividends will likely be paid by examine by way of top notch mail to your deal with of document. Alternatively, it’s possible you’ll elect to have these dividends deposited straight in your checking account by way of digital funds switch by finishing an “Authorization for Digital Direct Deposit” kind and returning it together with a voided examine or deposit slip to the Plan Administrator. You may additionally elect direct deposit on-line by logging in to your account on the Plan Administrator’s web site www.computershare.com/investor. It’s possible you’ll change your checking account at any time by delivering a brand new, legitimate Authorization for Digital Direct Deposit kind together with a voided examine or deposit slip to the Plan Administrator or it’s possible you’ll change it on-line. If the Plan Administrator is unable for any motive to course of your direct deposit authorization, it is going to mail a examine for the topic dividend by way of top notch mail to your deal with of document.

8. When will dividend reinvestment start?

Reinvestment of dividends will start on the dividend fee date following the primary dividend document date after the Plan Administrator receives your request for dividend reinvestment. Document dates for dividend funds are often on or across the center of the months of March, June, September and December of every yr.

OPTIONAL CASH PAYMENTS

9. How can I make optionally available money funds?

It’s possible you’ll make optionally available money funds to buy extra shares of Frequent Inventory underneath the Plan at any time by sending to the Plan Administrator an executed Enrollment Kind, or the shape offered as a part of your quarterly account assertion, alongside along with your fee. It’s possible you’ll elect to make optionally available money funds at any time or infrequently, and there’s no requirement to make them every month. Non-obligatory money funds could also be made by sending a private examine, drawn from a U.S. financial institution in U.S. forex payable to Computershare in an quantity of not less than $100. The Plan Administrator won’t settle for money, traveler’s checks, cash orders or third-party checks. Your purchases by means of the Plan might not exceed $100,000 per yr, together with any purchases in connection along with your enrollment within the Plan. The Plan administrator will wait as much as three enterprise days after receipt of the examine or digital funds switch to make sure it receives good funds and can then search to buy shares from optionally available money investments promptly on the funding date. You may additionally buy extra shares by means of a one-time on-line financial institution debit (in U.S. {dollars}) out of your U.S. checking account by submitting a request on-line at www.computershare.com/investor.

Alternatively, it’s possible you’ll authorize scheduled automated deductions out of your U.S. checking account by submitting a request on-line at www.computershare.com/investor or by finishing and returning a Direct Debit Authorization kind to the Plan Administrator. Shares of Frequent Inventory will likely be bought for the Plan not less than month-to-month, often on the fifteenth day of the month or, if such day will not be a enterprise day, on the subsequent enterprise day. In case you have approved automated withdrawals underneath the Plan, the Plan Administrator will withdraw the funds pursuant to your authorization on the tenth day of the month or, if such day will not be a enterprise day, on the subsequent enterprise day. A request to return any money fee will likely be honored if the request is acquired by the Plan Administrator not less than two enterprise days previous to funding. Curiosity won’t be paid on optionally available money funds previous to funding by the Plan Administrator.

10. How are funds with “inadequate funds” dealt with?

If an optionally available money fee is made by a examine or automated withdrawal drawn on an account with inadequate funds or incorrect draft data, or the Plan Administrator in any other case doesn’t obtain the cash, the requested buy will likely be deemed void, the Plan Administrator will instantly take away out of your account any shares

already bought upon the prior credit score of such funds, and the Plan Administrator will cost you an inadequate funds price, presently $35. The Plan Administrator might, at its discretion, promote such shares to fulfill any uncollected quantities, together with the inadequate funds price, or return such shares to the Firm. If the online proceeds from any sale of such shares are inadequate to fulfill the steadiness due, together with the inadequate funds price, the Plan Administrator might promote extra shares out of your account as essential to fulfill the uncollected steadiness.

EXPENSES RELATED TO PURCHASES

11. Will I’ve any bills in reference to the acquisition of shares underneath the Plan?

No. You’ll not incur any bills in reference to purchases of shares underneath the Plan. The Firm pays any and all bills incurred in reference to such purchases, together with per share processing charges and repair charges. The one fees underneath the Plan are if you happen to make a fee with inadequate funds (see Query 10), request a replica assertion regarding your account (see Query 15), request a certificates regarding your shares (see Query 17), or select to promote shares held in your Plan Account (see Query 22). We won’t obtain any of those charges. The Firm pays all different prices of creating and administering the Plan. Nevertheless, if you happen to spend money on the Plan by means of automated withdrawal, your financial institution might cost a price in reference to digital funds transfers. Your financial institution will have the ability to inform you about any charges it fees.

PURCHASES AND PURCHASE PRICE

12. How are shares bought underneath the Plan?

Shares of Frequent Inventory bought for Plan individuals might encompass shares acquired within the open market or approved however unissued shares or treasury shares acquired straight from the Firm, on the Firm’s sole discretion. Open market purchases will likely be made by means of an Unbiased Dealer, who will buy shares on the Nasdaq Inventory Market LLC or in privately negotiated transactions. Such purchases will likely be made in accordance with all relevant necessities of legislation affecting the timing or method of such transactions. These necessities might dictate that purchases be unfold over a number of days, so as to make investments all funds acquired with respect to a specific buy or dividend fee date. No curiosity will likely be paid on optionally available money funds or money dividends held by the Plan Administrator or its dealer pending funding.

13. How is my buy value decided?

The value of Frequent Inventory bought by means of the Plan will rely on whether or not the shares are acquired within the open market or straight from the Firm. To find out the value per share of shares bought within the open market (whether or not for optionally available money purchases or dividend reinvestment) the Plan Administrator might mix your buy requests with different buy requests acquired from different individuals and can typically batch buy sorts (dividend and optionally available money investments) for separate execution by the Plan Administrator’s dealer. The Plan Administrator can also direct its dealer to execute every buy kind in a number of batches all through a buying and selling day. Relying on the variety of shares being bought and present buying and selling quantity within the shares, the Plan Administrator’s dealer might execute purchases for any batch or batches in a number of transactions and over greater than someday. If completely different buy sorts are batched, the value per share of the frequent shares bought for every participant’s account, whether or not bought with reinvested dividends, with preliminary money investments, or with optionally available money, shall be the weighted common value of the precise batch for such shares bought by the Agent’s dealer on that specific Funding Date. The value of shares acquired straight from the Firm with reinvested dividends would be the closing value of the Frequent Inventory on the Nasdaq Inventory Market LLC on the dividend fee date.

14. What number of shares will likely be bought for me?

The variety of shares of Frequent Inventory to be bought for you’ll rely on the amount of money dividends being reinvested (if any), the quantity of your optionally available money funds (if any) and the acquisition value per share for the relevant buy date. Your account will likely be credited with that variety of complete shares and fractional pursuits (computed as much as the sixth decimal place) equal to the whole quantity to be invested divided by the acquisition value, as decided within the method set forth in Query 13.

REPORTS TO PARTICIPANTS

15. What reviews will I obtain?

Everytime you buy, promote, withdraw, or switch shares by means of the Plan or deposit certificates into your Plan Account, you’ll promptly obtain a transaction recommendation with the small print of the transaction.

All shares that you simply maintain or buy by means of the Plan are recorded in your Plan Account. After every quarterly dividend reinvestment, you’ll obtain an in depth assertion displaying the quantity of the most recent dividend reinvested, the acquisition value per share, the variety of shares bought, the whole variety of book-entry shares in your Plan Account and the variety of shares registered in your identify (that’s, held exterior the Plan). The assertion additionally will present all year-to-date account exercise, together with purchases, gross sales, certificates deposits, withdrawals, transfers, dividends reinvested and particular value foundation data in accordance with relevant legislation. It will allow you to evaluation your full Plan Account book-entry holdings at a look.

On every quarterly assertion and transaction recommendation, one can find data akin to methods to purchase or promote shares by means of the Plan and the place to name or write for added data. If you happen to require a replica assertion, the Plan Administrator will present you one upon fee of a replica assertion price (presently $10 per request for prior years). Statements additionally can be found on-line by logging into your account at www.computershare.com/investor.

As a Plan participant, you’ll obtain copies of all communications despatched to all shareholders typically, together with the Firm’s annual report back to shareholders, discover of annual assembly and proxy assertion, and earnings tax data for reporting dividends paid.

DIVIDENDS PAID ON SHARES HELD IN THE PLAN

16. Will my account be credited with dividends on shares within the Plan?

Sure. The Firm pays dividends, when, as, and if declared, to the document holders of all its shares of Frequent Inventory. Because the document holder for individuals, the Plan Administrator will obtain dividends on all shares held within the Plan on the document date. The Plan Administrator will credit score these dividends to individuals on the idea of full and fractional shares held of their Plan Accounts as of the document date. The Plan Administrator will both reinvest these dividends in extra shares or pay them to you in money, relying on whether or not you will have elected full dividend reinvestment, partial dividend reinvestment, or money dividends on the shares in your Plan Account.

CERTIFICATES FOR SHARES

17. Will certificates routinely be issued to me for shares of Frequent Inventory bought underneath the Plan?

No. Shares will likely be held in your Plan Account in book-entry kind. This comfort protects in opposition to loss, theft, or destruction of your inventory certificates. Certificates for shares of the Firm’s Frequent Inventory bought underneath the Plan will likely be issued to you solely upon written or telephonic request or by means of the Web at www.computershare.com/investor. The Plan Administrator will cost a certificates issuance price (presently $25 per certificates if the request is made in writing, by means of the web or by phone by means of automated voice response system or $40 if requested by means of a customer support consultant) in reference to every issued inventory certificates.

As quickly as practicable after receipt of your written request and your fee of the associated price, the Plan Administrator will difficulty certificates for any variety of complete shares of Frequent Inventory, as much as the whole variety of complete shares then credited to your Plan Account. The shape for requesting a certificates is included as part of every quarterly account assertion or could also be obtained from the Plan Administrator. Any remaining complete shares and fractional pursuits in shares will proceed to be credited to your Plan Account. Issuance of a inventory certificates won’t have an effect on your dividend reinvestment election.

18. If I request certificates for shares held in my Plan Account, in whose identify will they be registered when issued?

A certificates for shares that had been held in your Plan Account will likely be registered within the identify or names through which the Plan Account is maintained. Upon written request, certificates will likely be registered and issued in names apart from the account identify, offered that you simply meet the relevant authorized necessities. The suitable kind for requesting issuance of a certificates in names apart from the account names will likely be offered upon request to the Plan Administrator.

19. Might I deposit certificated shares in my account?

Sure. It’s possible you’ll add certificated shares to your Plan Account at any time by sending the certificates(s) to the Plan Administrator, accompanied by a signed copy of the shape offered as a part of your quarterly account assertion.

The Firm recommends sending your certificates by registered mail, insured for 3% of the present market worth of the shares. Don’t endorse the certificates or full the project part on the again of the certificates. All individuals whose names seem on the certificates being deposited should signal the shape. Upon receipt by the Plan Administrator of your certificates and signed kind, the share steadiness in your Plan Account will likely be elevated by the variety of shares represented by the certificates, and the certificates will likely be canceled.

SALES AND SALES PRICE

20. How might I promote shares held in my Plan Account?

It’s possible you’ll request at any time that the Plan Administrator promote all or a specified variety of the shares held in your Plan Account by one of many following strategies.

Batch Order: A batch order is an accumulation of all sale requests by any safety holder for a safety submitted collectively as a collective request. Batch orders are submitted on every buying and selling day, to the extent that there are sale requests. Sale directions for batch orders acquired by the Plan Administrator will likely be processed no later than 5 enterprise days after the date on which the order is acquired (besides the place deferral is required underneath relevant federal or state legal guidelines or laws), assuming the relevant market is open for buying and selling and adequate market liquidity exists. It’s possible you’ll request a batch order sale by writing to the Plan Administrator. All gross sales requests acquired in writing will likely be submitted as batch order gross sales. The Plan Administrator will trigger your shares to be offered within the open market inside 5 enterprise days of its receipt of your request. To maximise value financial savings for batch order sale requests, the Plan Administrator will search to promote shares in spherical lot transactions. For this function the Plan Administrator might mix every promoting Plan participant’s shares with these of different promoting Plan individuals. In each case of a batch order sale, the value to every promoting Plan participant would be the weighted common sale value obtained by the Plan Administrator’s dealer for every combination order positioned by the Plan Administrator and executed by the dealer, much less a service price of $25 and a processing price of $0.12 per share offered.

Market Order: A market order is a request to promote shares promptly on the then present market value. It’s possible you’ll request a market order sale solely on-line at www.computershare.com/investor or by calling the Plan Administrator straight at 1-800-368-5948. Market order sale requests made in writing will likely be submitted as batch order gross sales. Market order sale requests acquired on-line or by phone will likely be positioned promptly upon receipt throughout regular market hours (9:30 a.m. to 4:00 p.m. Japanese Time). Any orders acquired after 4:00 p.m. Japanese Time will likely be positioned promptly on the subsequent buying and selling day. The value would be the market value for shares obtained by the Plan Administrator’s dealer, much less a service price of $25 and a processing price of $0.12 per share offered. The Plan Administrator will use commercially affordable efforts to honor requests by individuals to cancel market orders positioned exterior of market hours. Relying on the variety of shares being offered and present buying and selling quantity within the shares, a market order might solely be partially crammed or not crammed in any respect on the buying and selling day through which it’s positioned, through which case the order, or the rest of the order, as relevant, will likely be canceled on the finish of such day. To find out in case your shares have been offered, it is best to examine your account on-line at www.computershare.com/investor or name the Plan Administrator straight at 1-800-368-5948. In case your market order sale was not crammed and you continue to need the shares to be offered, you will have to re-enter the sale request.

Day Restrict Order: A day restrict order is an order to promote shares of our frequent inventory when and in the event that they attain a selected buying and selling value on a selected day. The order is routinely canceled if the value will not be met by the tip of that day (or, for orders positioned throughout after-market hours, the subsequent buying and selling day the market is open). Relying on the variety of shares of our frequent inventory being offered and the present buying and selling quantity within the shares, such an order might solely be partially crammed, through which case the rest of the order will likely be canceled. The order could also be canceled by the relevant inventory alternate, by the Plan Administrator at its sole discretion or, if the Plan Administrator’s dealer has not crammed the order, at your request made on-line at www.computershare.com/investor or by calling the Plan Administrator straight at 1-800-368-5948. There’s a service price of $25 and a processing price of $0.12 per share offered for every Day Restrict Order sale.

Good-Til-Cancelled (“GTC”) Restrict Order: A GTC restrict order is an order to promote shares of our frequent inventory when and if the shares attain a selected buying and selling value at any time whereas the order stays open (typically as much as 30 days). Relying on the variety of shares being offered and present buying and selling quantity within the shares, gross sales could also be executed in a number of transactions and over greater than someday. If shares commerce on greater than someday, a separate price will likely be charged for every day. The order (or any unexecuted portion thereof) is routinely canceled if the buying and selling value will not be met by the tip of the order interval. The order could also be canceled by the relevant inventory alternate, by the Plan Administrator at its sole discretion or, if the Plan Administrator’s dealer has not crammed the order, at your request made on-line at www.computershare.com/investor or by calling the Plan Administrator straight at 1-800-368-5948. There’s a service price of $25 and a processing price of $0.12 per share offered for every GTC restrict order sale.

Basic: All gross sales requests processed over the phone by a customer support consultant entail an extra price of $15. All per share charges embody any brokerage commissions the Plan Administrator is required to pay. Any fractional share will likely be rounded as much as an entire share for functions of calculating the per share price. Charges are deducted from the proceeds derived from the sale. The Plan Administrator might, underneath sure circumstances, require a transaction request to be submitted in writing. Please contact the Plan Administrator to find out if there are any limitations relevant to your explicit sale request. Proceeds are usually paid by examine, that are distributed inside 24 hours after your sale transaction has settled. Directions despatched to the plan administrator to promote shares are binding and will not be rescinded.

The power to promote shares by means of the Plan is meant to be a comfort to Plan individuals. If you happen to discover it extra handy or economical to promote shares by means of a dealer of your selection, it’s possible you’ll take your account assertion to your dealer who can help you with the transaction.

21. How and at what value will my shares be offered?

Shares offered by means of the Plan will usually be offered on the Nasdaq Inventory Market LLC on the value prevailing available in the market on the time of sale. Proceeds from the sale of the shares, much less the Plan Administrator service price and any associated per share processing charges and switch taxes, will likely be mailed to you as quickly as practicable following the sale. Cost will likely be made by examine payable to the identify or names through which the Plan Account is registered.

EXPENSES RELATED TO SALES OR TRANSFERS

22. Will I’ve any bills in reference to the sale or switch of shares by means of the Plan?

Sure. You can be required to pay a service price (presently $25 per transaction, plus a processing price of $0.12 per share offered or transferred) to the Plan Administrator in reference to every gross sales transaction, in addition to any switch taxes associated to the transaction. Estimates of such brokerage commissions, charges, switch taxes and fees could also be obtained by contacting the Plan Administrator. There isn’t any price if you happen to switch shares out of your Plan Account.

TERMINATION OF PARTICIPATION

23. When and the way might I shut my Plan Account?

Participation within the Plan is solely voluntary, and it’s possible you’ll shut your Plan Account at any time by utilizing the shape included along with your quarterly account assertion, by logging into your account at www.computershare.com/

investor or by calling the Plan Administrator. As with all different requests concerning the Plan, all individuals whose names seem on the account registration should signal the request to shut the account.

If a termination discover is acquired close to a dividend document date, the Plan Administrator, in its sole discretion, might both distribute such dividends in money or reinvest them in shares on behalf of the terminating participant. If such dividends are reinvested, the Plan Administrator, will course of the withdrawal as quickly as practicable, however in no occasion later than 5 enterprise days after the reinvestment is accomplished.

Upon termination of a participant’s participation within the Plan, until the participant has requested that some or all Plan shares be offered, the Plan Administrator will transfer the variety of full shares within the participant’s Plan account to a book-entry direct registration system account and mail a examine, minus any service and processing charges, within the quantity of the market worth of any fractional share. If a participant so requests, the Plan Administrator will promote some or all Plan shares on behalf of the participant.

24. What occurs to my shares if I shut my Plan Account?

Upon receipt by the Plan Administrator of your request to shut your Plan Account, the Plan Administrator will transfer the variety of full shares in your Plan account to a book-entry direct registration system account and ship you an announcement displaying the variety of complete shares then credited to your book-entry account.

The Plan Administrator will liquidate any fractional share in your Plan Account by aggregating it with fractional shares being offered on behalf of different Plan individuals and promoting the ensuing complete shares on the open market and can ship you a examine to your share of the proceeds, much less any associated service and processing charges and switch taxes. When you shut your Plan Account, all future money dividends paid on shares of Frequent Inventory registered in your identify will likely be paid to you in money.

If you happen to so request, the Plan Administrator will promote all or a number of the shares in your Plan Account on the open market and pay you the proceeds, much less any service and processing charges and switch taxes. The process for requesting gross sales of shares is defined in Questions 20 by means of 22 above. Gross sales of shares within the open market will likely be dealt with by means of an Unbiased Dealer engaged for such function.

25. Might I discontinue dividend reinvestment with out closing my Plan Account?

Sure. It’s possible you’ll discontinue the reinvestment of your money dividends on any or your whole shares of Frequent Inventory at any time with out closing your Plan Account by filling out an Enrollment Kind or logging into your account at www.computershare.com/investor and altering your plan election.

26. What occurs if I promote or switch all of my shares?

If you happen to get rid of all shares of Frequent Inventory registered in your identify (that’s, held exterior the Plan), the Plan Administrator will, until in any other case instructed, proceed to reinvest the dividends on the shares credited to your Plan Account so long as there’s not less than one full share in your account. If there’s lower than one full share in your Plan Account, the Plan Administrator will liquidate the fractional share as described in Query 24 and can ship you a examine for the proceeds, and the account will likely be closed.

FEDERAL INCOME TAX INFORMATION

27. What are the U.S. federal earnings tax penalties of participation within the Plan?

The next is a short abstract of sure U.S. federal earnings tax penalties of participation within the Plan. It’s based mostly on the Inner Income Code of 1986, as amended, relevant Treasury Laws issued thereunder, administrative pronouncements and judicial choices, all as in impact on the date of this prospectus and all topic to vary or differing interpretations, presumably with retroactive impact. It doesn’t purport to be a complete description of the U.S. federal earnings tax penalties of participation within the Plan. This abstract doesn’t deal with all the tax penalties which may be related to a participant in gentle of the participant’s explicit circumstances or to individuals which might be topic to particular guidelines (together with, for instance, banks and different monetary establishments, insurance coverage corporations, partnerships and different pass-through entities and traders therein, tax-exempt organizations,

U.S. expatriates, brokers, sellers or merchants in securities, U.S. individuals whose useful forex will not be the U.S. greenback, and individuals who maintain Frequent Inventory as a part of a “straddle,” “hedge,” “conversion transaction” or different built-in funding). Moreover, this abstract doesn’t apply to international individuals, besides as particularly indicated beneath in Query 28.

Reinvested Dividends. A participant within the Plan will likely be handled for U.S. federal earnings tax functions as having acquired, on the associated dividend fee date, a distribution in money an quantity equal to the truthful market worth on that date of the shares of Frequent Inventory acquired with reinvested dividends. As well as, when shares of Frequent Inventory are acquired by means of open market purchases, the distribution can even embody an quantity equal to the participant’s allocable portion of any brokerage commissions and costs, if any, paid by Firm. The distribution will likely be handled as a dividend to the extent of our present and accrued earnings and earnings, as decided for U.S. federal earnings tax functions. To the extent that such distributions exceed our present and accrued earnings and earnings, the surplus will represent a return of capital that’s utilized in opposition to, and can cut back, your tax foundation in our Frequent Inventory, however not beneath zero, after which will likely be handled as achieve from the sale of such Frequent Inventory. Dividends acquired by people and different non-corporate individuals could also be eligible for the preferential charges relevant to long-term capital positive aspects if sure holding interval and different necessities are met.

Topic to the dialogue beneath concerning the “common foundation methodology,” the tax foundation of shares of Frequent Inventory acquired with reinvested dividends will equal the truthful market worth of the shares on the associated dividend fee date, plus, if shares are acquired by means of an open market buy, the quantity of any brokerage commissions and costs allocable to such shares. The holding interval for shares of Frequent Inventory will start on the day following the associated dividend fee date.

Non-obligatory Money Funds. A participant who purchases shares of Frequent Inventory with optionally available money funds typically won’t acknowledge any taxable earnings. Nevertheless, within the case of shares of Frequent Inventory bought on the open market, individuals will likely be handled for U.S. federal earnings tax functions as having acquired a distribution from the Firm in an quantity equal to the participant’s allocable portion of any brokerage commissions and costs paid by the Firm. Topic to the dialogue beneath concerning the “common foundation methodology,” the tax foundation of such shares typically would be the quantity of the optionally available money fee, elevated by any brokerage commissions and costs handled as dividend earnings to the participant, and the holding interval for such shares typically will start on the date following the date on which such shares are credited to the participant’s Plan Account.

Transferring Certificates to Plan Administrator. A participant won’t notice any taxable earnings when the participant sends Frequent Inventory certificates to the Plan Administrator to be deposited into the participant’s Plan Account. A participant’s tax foundation and holding interval for shares of Frequent Inventory bought exterior the Plan and deposited within the participant’s Plan Account would be the similar as they might have been had the participant continued to carry these shares exterior the Plan.

Receipt of Certificates. A participant won’t notice any taxable earnings when the participant receives certificates for complete shares of Frequent Inventory held within the participant’s Plan Account, both upon request for certificates, or upon termination of participation or termination of the Plan by us.

Sale of Shares. A participant typically will acknowledge achieve or loss when shares of Frequent Inventory acquired underneath the Plan (together with fractions of shares) are offered by the Plan Administrator on the participant’s request or are offered after withdrawal from or termination of the Plan. Thus, a participant who receives, upon termination of participation or termination of the Plan by us, a money adjustment for a fraction of a share credited to the participant’s account might notice achieve or loss with respect to such fraction. The quantity of the achieve or loss would be the distinction between the quantity which the participant receives for the shares of Frequent Inventory (or fraction of a share) and the participant’s tax foundation therein. Such achieve or loss typically will likely be capital achieve or loss, and will likely be long-term or short-term relying on the holding interval of the shares of Frequent Inventory offered. The capital achieve or loss will likely be long-term if the participant’s holding interval for shares of Frequent Inventory is a couple of yr on the time of sale and will likely be short-term if the holding interval is one yr or much less. A participant’s holding interval for shares of Frequent Inventory acquired pursuant to the Plan typically begins on the day following the date the shares are credited to the participant’s Plan Account. An entire share consisting of fractional shares bought on completely different dates can have a cut up holding interval with the holding interval for every fractional element starting on the day following the date

the fractional share was credited to the participant’s Plan Account. Lengthy-term capital positive aspects of people and different non-corporate taxpayers are typically eligible for lowered charges of taxation. The deductibility of capital losses is topic to sure limitations.

Tax Foundation Reporting; Common Foundation Technique. The Inner Income Service, pursuant to Treasury Laws on dealer reporting of gross sales of securities and on the fee foundation of securities, now requires directors of dividend reinvestment plans to retain and precisely report value foundation data to shareholders and to the Inner Income Service. Relevant Treasury Laws typically enable taxpayers to elect to make use of the “common foundation methodology” with respect to shares of inventory acquired in reference to sure dividend reinvestment plans that require the reinvestment of not less than 10% of each dividend. As a result of the Plan requires the reinvestment of not less than 10% of dividends, a participant might elect to make use of the typical foundation methodology of figuring out such tax foundation. Absent an election on the contrary, the Plan Administrator intends to make use of the “FIFO” methodology (as outlined in relevant Treasury Laws) for shares of our Frequent Inventory acquired by or for you underneath the Plan. It’s best to seek the advice of your personal tax advisors concerning the typical foundation methodology and the elections which might be applicable for you.

Internet Funding Earnings Tax. Sure U.S. individuals which might be people, estates or trusts will likely be topic to a 3.8% Internet Funding Earnings tax on, amongst different issues, dividends on and capital positive aspects from the sale or different disposition of inventory, topic to sure exceptions. If you’re a U.S. participant that’s a person, property or belief, you’re urged to seek the advice of your tax advisor concerning the applicability of the Internet Funding Earnings tax to your earnings and positive aspects in respect of your funding within the shares acquired underneath the Plan.

28. How are the withholding tax provisions, together with backup withholding tax provisions, utilized to individuals, together with international individuals?

If a participant topic to U.S. federal backup withholding tax fails to offer sure U.S. federal earnings tax certifications within the method required by legislation, distributions on shares of Frequent Inventory and proceeds from the sale of shares (together with fractional shares) held within the participant’s Plan account could also be topic to U.S. federal backup withholding (presently at a charge of 28%). If backup withholding is required for any motive, the suitable quantity of tax will likely be deducted and solely the remaining quantity will likely be reinvested or paid. Sure individuals (together with most firms) are exempt from backup withholding. Backup withholding will not be an extra tax. Any quantities withheld underneath the backup withholding guidelines will typically be allowed as a credit score in opposition to a participant’s U.S. federal earnings tax legal responsibility and will entitle a participant to a refund, offered that the required data is furnished to the IRS on a well timed foundation.

If a international participant fails to offer sure U.S. federal earnings tax certifications establishing an exemption from U.S. federal earnings tax withholding within the method required by legislation, the quantity of tax required to be withheld will likely be deducted from the quantity of such international participant’s reinvested dividends and solely the remaining quantity will likely be invested in Plan shares. International individuals ought to seek the advice of their very own tax advisors concerning the applicability of U.S. federal earnings tax withholding to them and all different tax penalties to them underneath relevant tax legal guidelines and any relevant tax treaties.

Moreover, pursuant to the International Account Tax Compliance Act, or “FATCA,” international monetary establishments (which time period consists of most international hedge funds, personal fairness funds, mutual funds, securitization automobiles and different funding automobiles) and sure different international entities typically should adjust to sure new data reporting guidelines with respect to their U.S. account holders and traders or confront a withholding tax on U.S.-source funds made to them (whether or not acquired as a useful proprietor or as an middleman for an additional celebration). A international monetary establishment or such different international entity that doesn’t adjust to the FATCA reporting necessities will typically be topic to a brand new 30% withholding tax with respect to any “withholdable funds.” For this function, withholdable funds typically embody U.S.-source funds in any other case topic to nonresident withholding tax (e.g., U.S.-source dividends) and likewise embody the complete gross proceeds from the sale or different disposition of any inventory of U.S. issuers, even when the fee would in any other case not be topic to U.S. nonresident withholding tax (e.g., as a result of it’s capital achieve). Withholding underneath FATCA typically will apply to funds of dividends on our Frequent Inventory, though the IRS has issued proposed Treasury laws to defer withholding on funds of gross proceeds from tendencies of our Frequent Inventory. Taxpayers might depend on these proposed Treasury laws till ultimate laws are issued or the proposed Treasury laws are rescinded. International monetary establishments

situated in jurisdictions which have an intergovernmental settlement with the US governing FATCA could also be topic to completely different guidelines. If withholding is required underneath FATCA, the suitable quantity of tax will likely be deducted and solely the remaining quantity will likely be reinvested or paid. Underneath sure circumstances, you could be eligible for refunds or credit of such taxes. Potential individuals ought to seek the advice of their tax advisors concerning the implications of FATCA on participation within the Plan.

Within the case of any withholding described above, the quantity of the tax withheld will likely be included within the participant’s distribution earnings for U.S. federal earnings tax functions.

29. Will I obtain data wanted for earnings tax functions?

Sure. As a U.S. participant within the Plan, you’ll obtain statements frequently advising you of purchases and gross sales of shares of Frequent Inventory. As well as, any distribution handled as a dividend (together with from brokerage commissions and costs paid by the Firm) will likely be reported in your year-end IRS Kind 1099-DIV, which it is best to retain for earnings tax functions. Moreover, if, at your request, the Plan Administrator sells shares of Frequent Inventory for you, the proceeds from the sale will likely be reported on IRS Kind 1099-B.

30. Ought to I acquire recommendation as to the earnings tax penalties of participation within the Plan?

Sure. The above tax data is offered solely as a information. You might be suggested to seek the advice of your personal tax advisor with respect to the U.S. federal, state, native and international tax penalties of participation within the Plan.

OTHER INFORMATION

31. What occurs if the Firm points a inventory dividend or declares a inventory cut up?

If the Firm declares a inventory dividend or inventory cut up, the variety of shares of Frequent Inventory distributable with respect to all of the shares of Frequent Inventory that you simply personal as of the document date will likely be credited to your Plan Account on the date the inventory dividend or inventory cut up is payable. It will embody the extra shares distributable with respect to the shares credited to your Plan Account, in addition to with respect to any shares registered in your identify and held exterior the Plan.

If a participant sends discover of termination or a request to promote to the Plan Administrator between the document date and the payable date for a inventory distribution, the request won’t be processed till the inventory distribution is credited to the participant’s account.

32. How will the shares in my Plan Account be voted?

The shares you maintain as a participant within the Plan will likely be added to these shares, if any, which you maintain of document so that you could vote all of your shares. You can be furnished with applicable varieties and customary shareholder data (together with proxy solicitation supplies) to be used in voting shares held underneath the Plan.

33. What are the Firm’s obligations underneath the Plan?

If you happen to select to take part within the Plan, it is best to acknowledge that neither the Firm nor the Plan Administrator can guarantee you of a revenue or shield you in opposition to a loss on the shares that you simply buy underneath the Plan.

Neither the Firm nor the Plan Administrator, in administering the Plan, will likely be responsible for any act executed in good religion or for any good religion omission to behave, together with with out limitation any declare of legal responsibility arising out of failure to terminate a participant’s Plan Account upon such participant’s dying or incompetence, the value at which shares are bought or offered for the participant’s Plan Account, the occasions when purchases or gross sales are made or fluctuations available in the market worth of Firm Frequent Inventory. This limitation of legal responsibility won’t represent a waiver by any participant of his or her rights underneath the federal securities legal guidelines.

Though the Plan supplies for the reinvestment of dividends, the declaration and fee of dividends will proceed to be decided by the Board of Administrators of the Firm in its discretion, relying upon future

earnings, the monetary situation of the Firm and different elements. The quantity and timing of dividends could also be modified, or the fee of dividends terminated, at any time with out discover.

34. Can I pledge shares credited to my account?

No. Shares in a Plan Account will not be pledged or in any other case encumbered until withdrawn from the account.

35. What private data will I be required to furnish?

You could file with the Plan Administrator, in writing, or by logging in to your account on the Plan Administrator’s web site www.computershare.com/investor, your put up workplace deal with, Social Safety quantity and such paperwork, proof or different data because the Plan Administrator considers essential or fascinating for the aim of administering the Plan. It’s best to file deal with adjustments promptly to insure well timed receipt of account statements.

36. Can the Firm change or discontinue the Plan in full or for individuals with small accounts?

The Firm reserves the suitable to droop, terminate or modify the Plan at any time. Any such motion will likely be introduced to each taking part and nonparticipating shareholders. As well as, the Firm reserves the suitable to terminate participation for Plan Accounts lower than $250 in worth.

37. Who interprets and regulates the Plan?

The Firm reserves the suitable to interpret and regulate the Plan as could also be essential or fascinating in reference to the operation of the Plan. The phrases and situations of the Plan, together with the Enrollment Kind, and the operation of the Plan will likely be ruled by South Dakota legislation.

38. Who can I contact for extra data concerning the Plan?

For data concerning the Plan or your Plan Account, varieties used for transactions underneath the Plan, deal with adjustments, basic shareowner inquiries and Plan Transaction Requests, it’s possible you’ll contact the Plan Administrator as follows:

NorthWestern Vitality Group, Inc.

c/o Computershare

P.O. Field 43006

Windfall, RI 02940-3006

For in a single day supply companies:

NorthWestern Vitality Group, Inc.

c/o Computershare

150 Royall St.

Canton, MA 02021

Phone: 1 (800) 368-5948

Web: www.computershare.com/investor

Make sure you embody a reference to the Plan in your correspondence.

USE OF PROCEEDS

The Firm has no foundation for estimating both the variety of shares of Frequent Inventory that in the end will likely be offered pursuant to the Plan or the costs at which such shares will likely be offered. Besides to the extent shares of Frequent Inventory are bought straight from the Firm, the Firm will obtain no proceeds from the providing of Frequent Inventory by means of the Plan. To the extent shares are bought from the Firm, the online proceeds from the sale of such shares will likely be added to the overall funds of the Firm and used for its basic company functions.

PLAN OF DISTRIBUTION

The shares of Frequent Inventory being provided by this prospectus might encompass shares acquired within the open market or approved however unissued shares or treasury shares acquired straight from the Firm, on the Firm’s sole discretion. Open market purchases will likely be made by means of an Unbiased Dealer, who will buy shares on the Nasdaq Inventory Market LLC or in privately negotiated transactions.

As of the date of this prospectus, shares of Frequent Inventory bought for individuals underneath the Plan are bought from approved however unissued shares. The first consideration in figuring out the supply of shares of Frequent Inventory for use for purchases underneath the Plan is predicted to be our want to extend fairness capital. If we don’t want to boost funds externally or if financing wants are happy utilizing non-equity sources of funds to take care of our focused capital construction, shares of Frequent Inventory bought for individuals underneath the Plan will likely be bought within the open market. we might not change our dedication concerning the supply of purchases of shares underneath the Plan greater than as soon as in any three-month interval.

Individuals who purchase shares of our Frequent Inventory by means of the plan and resell them shortly after buying them, together with protection of quick positions, underneath sure circumstances, could also be taking part in a distribution of securities that may require compliance with Regulation M underneath the Securities Change Act of 1934, and could also be thought-about to be underwriters throughout the that means of the Securities Act of 1933. We won’t prolong to any such individual any rights or privileges apart from these to which it could be entitled as a participant, nor will we enter into any settlement with any such individual concerning the resale or distribution by any such individual of the shares of our frequent inventory so bought.

We pays any and all charges and associated bills incurred in reference to purchases of our Frequent Inventory underneath the Plan. Contributors must pay a transaction price and a per share buying and selling price (which incorporates relevant brokerage charges and commissions the Plan administrator is required to pay) in reference to any voluntary sale of shares underneath the Plan.

DESCRIPTION OF COMMON STOCK

Our approved capital inventory consists of 200 million shares of Frequent Inventory. The outline of the Frequent Inventory contained in our filings with the SEC is included by reference into this prospectus. See “The place You Can Discover Extra Data” for data on methods to acquire a duplicate of those descriptions. As of September 29, 2023, there have been 61,241,779 shares of our Frequent Inventory excellent.

LEGAL MATTERS

The legality of the Frequent Inventory of the Firm provided hereby has been handed upon for the Firm by Timothy P. Olson, Senior Company Counsel and Company Secretary, NorthWestern Vitality Group, Inc., who owns lower than 1% of the excellent Frequent Inventory.

EXPERTS

The consolidated monetary statements of NorthWestern Company as of December 31, 2022 and 2021, and for every of the three years within the interval ended December 31, 2022, included by reference on this Prospectus, and the effectiveness of NorthWestern Company’s inner management over monetary reporting have been audited by Deloitte & Touche LLP, an unbiased registered public accounting agency, as acknowledged of their reviews. Such consolidated monetary statements are included by reference in reliance upon the reviews of such agency given their authority as consultants in accounting and auditing.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

On a number of events, we might make statements on this prospectus concerning our assumptions, projections, expectations, targets, intentions or beliefs about future occasions. All statements apart from statements of historic information, included or included by reference on this prospectus, referring to our present expectations of future monetary efficiency, continued development, adjustments in financial situations or capital markets and adjustments in buyer utilization patterns and preferences are forward-looking statements throughout the that means of Part 27A of the Securities Act of 1933 and Part 21E of the Securities Change Act of 1934.

Phrases or phrases akin to “anticipates,” “might,” “will,” “ought to,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “tasks,” “targets,” “will seemingly end result,” “will proceed” or comparable expressions determine forward-looking statements. Ahead-looking statements contain dangers and uncertainties, which may trigger precise outcomes or outcomes to vary materially from these expressed. We warning that whereas we make such statements in good religion and consider such statements are based mostly on affordable assumptions, together with with out limitation, our examination of historic working tendencies, information contained in information and different information accessible from third events, we can not guarantee you that we’ll obtain our projections. Elements which will trigger such variations embody, however will not be restricted to:

•antagonistic determinations by regulators, in addition to potential antagonistic federal, state, or native laws or regulation, together with prices of compliance with current and future environmental necessities, may have a cloth impact on our liquidity, outcomes of operations and monetary situation;

•the influence of extraordinary exterior occasions and pure disasters, akin to a wide-spread or world pandemic, geopolitical occasions, earthquake, flood, drought, lightning, climate, wind, and hearth, may have a cloth impact on our liquidity, outcomes of operations and monetary situation;

•acts of terrorism, cybersecurity assaults, information safety breaches, or different malicious acts that trigger injury to our technology, transmission, or distribution services, data expertise programs, or end result within the launch of confidential buyer, worker, or Firm data;

•provide chain constraints, current excessive ranges of inflation for product, companies and labor prices, and their influence on capital expenditures, working actions, and/or our capacity to securely and reliably serve our prospects;

•adjustments in availability of commerce credit score, creditworthiness of counterparties, utilization, commodity costs, gas provide prices or availability because of greater demand, shortages, climate situations, transportation issues or different developments, might cut back revenues or might enhance working prices, every of which may adversely have an effect on our liquidity and outcomes of operations;

•unscheduled technology outages or pressured reductions in output, upkeep or repairs, which can cut back revenues and enhance working prices or might require extra capital expenditures or different elevated working prices;

•antagonistic adjustments typically financial and aggressive situations within the U.S. monetary markets and in our service territories; and

•different danger elements listed infrequently within the reviews we file with the SEC.

We’ve got tried to determine, in context, sure of the elements that we consider might trigger precise future expertise and outcomes to vary materially from our present expectation concerning the related matter or topic space. Along with the gadgets particularly mentioned above, our enterprise and outcomes of operations are topic to the uncertainties described underneath the caption “Threat Elements” within the Outdated NWE annual report on Kind 10-Ok for the fiscal yr ended December 31, 2022, and subsequent reviews filed with the SEC.

Infrequently, oral or written forward-looking statements are additionally included in our reviews filed with the SEC on Types 10-Ok, 10-Q and 8-Ok, Proxy Statements on Schedule 14A, press releases, analyst and investor convention calls, and different communications launched to the general public. We consider that on the time made, the

expectations mirrored in all of those forward-looking statements are and will likely be affordable. Nevertheless, any or all the forward-looking statements on this prospectus, our reviews filed with the SEC on Types 10-Ok, 10-Q and 8-Ok, our Proxy Statements on Schedule 14A and every other public statements which might be made by us might show to be incorrect. This may occasionally happen on account of assumptions, which become inaccurate, or as a consequence of identified or unknown dangers and uncertainties. Many elements mentioned on this prospectus, sure of that are past our management, will likely be vital in figuring out our future efficiency. Consequently, precise outcomes might differ materially from people who could be anticipated from forward-looking statements. In gentle of those and different uncertainties, you shouldn’t regard the inclusion of any of our forward-looking statements on this prospectus or different public communications as a illustration by us that our plans and targets will likely be achieved, and you shouldn’t place undue reliance on such forward-looking statements.

Any forward-looking assertion speaks solely as of the date on which such assertion is made, and, besides as required by legislation, we undertake no obligation to replace any forward-looking assertion to mirror occasions or circumstances after the date on which such assertion is made or to mirror the incidence of anticipated occasions. New elements emerge infrequently and it isn’t doable for administration to foretell all such elements.

We undertake no obligation to publicly replace or revise any forward-looking statements, whether or not on account of new data, future occasions or in any other case. Nevertheless, your consideration is directed to any additional disclosures made on associated topics in our reviews filed with the SEC on Types 10-Ok, 10-Q and 8-Ok, and Proxy Statements on Schedule 14A.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is a part of a registration assertion on Kind S-3 that we’ve filed with the SEC referring to the Plan. As described beneath, it’s possible you’ll acquire from the SEC a duplicate of the registration assertion and displays that we filed with the SEC once we registered the securities. The registration assertion might include extra data which may be vital to you. Statements made on this prospectus about authorized paperwork might not essentially be full and it is best to learn the paperwork which might be filed as displays to the registration assertion or in any other case filed with the SEC.

On October 2, 2023, Outdated NWE applied a holding firm reorganization by and amongst Outdated NWE, New NWE, and Merger Sub, which resulted in New NWE proudly owning all the excellent capital inventory of Outdated NWE. Pursuant to the Merger, Merger Sub, a direct, wholly-owned subsidiary of New NWE and an oblique, wholly-owned subsidiary of the Outdated NWE, merged with and into Outdated NWE, with Outdated NWE surviving as a direct, wholly-owned subsidiary of New NWE.

Our predecessor, NorthWestern Company, filed and we’ll file reviews on Types 10-Ok, 10-Q and 8-Ok, Proxy Statements on Schedule 14A, and different data with the SEC. The SEC filings of our predecessor, NorthWestern Company, and our SEC filings can be found to the general public on the SEC’s web site (http://www.sec.gov) or on our web site (http://www.northwesternenergy.com). Nevertheless, the data on our web site doesn’t represent part of this prospectus.

We “incorporate by reference” into this prospectus sure data of predecessor, NorthWestern Company, filed and we file with the SEC, which implies that we are able to disclose vital data to you by referring you to these paperwork. The knowledge included by reference is a crucial a part of this prospectus. We incorporate by reference the paperwork listed beneath, which we or our predecessor, NorthWestern Company, have already got filed with the SEC:

•Outdated NWE’s Annual Report on Kind 10-Ok for the yr ended December 31, 2022;

•Outdated NWE’s Present Stories on Kind 8-Ok filed on January 5, 2023, January 17, 2023, February 23, 2023, April 5, 2023, April 5, 2023, Might 3, 2023, Might 5, 2023, June 7, 2023, June 9, 2023, June 15, 2023, July 6, 2023, and October 2, 2023 and our Present Report on Kind 8-Ok filed on October 2, 2023;

•the outline of our frequent inventory contained in our Present Report on Kind 8-Ok filed with the SEC on October 2, 2023; and

•Any future filings made by us with the SEC underneath Part 13(a), 13(c), 14 or 15(d) of the Securities Change Act of 1934; offered that we’re not incorporating any data furnished underneath Merchandise 2.02 or 7.01 of any present report on Kind 8-Ok until particularly acknowledged in any other case.

For details about the Plan or the Firm, it is best to rely solely on the data contained or included by reference on this prospectus. The Firm has not approved anybody else to give you completely different or extra data. This prospectus is a suggestion to promote solely the securities provided hereby, however solely underneath circumstances and in jurisdictions the place it’s lawful to take action. The knowledge on this prospectus is correct as of the date of the prospectus. This prospectus could also be up to date by the use of supplemental or revised prospectuses and will likely be up to date by the longer term submitting of the Firm’s reviews with the SEC, described above.

The Firm will present, with out cost, a duplicate of any or all the paperwork included by reference on this prospectus (however not displays to such paperwork, until the displays themselves are particularly included by reference in such paperwork) upon written or oral request. Requests ought to be directed to: Investor Relations, NorthWestern Vitality Group, Inc., 3010 W. 69th Avenue, Sioux Falls, South Dakota 57108, phone quantity: 605-978-2900.

DIVIDEND REINVESTMENT AND

DIRECT STOCK PURCHASE PLAN

COMMON STOCK

$0.01 Par Worth

PROSPECTUS

October 2, 2023

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Merchandise 14. Different Bills of Issuance and Distribution

The desk beneath units forth the prices and bills to be incurred in reference to the securities being registered. The entire quantities are estimates aside from the registration price of the Securities and Change Fee.


Registration price	$	2,895
Printing bills	5,000
Authorized charges and bills	10,000
Accounting charges and bills	1,500
Miscellaneous	605
Complete	$	20,000

Merchandise 15. Indemnification of Administrators and Officers

Part 102(b)(7) of the Delaware Basic Company Legislation (the “DGCL”), permits a company included within the State of Delaware to get rid of or restrict, by means of provisions in its authentic or amended certificates of incorporation, the non-public legal responsibility of a director for violations of the director’s fiduciary duties, besides (i) for any breach of the director’s responsibility of loyalty to the company or its stockholders, (ii) for acts or omissions not in good religion or which contain intentional misconduct or a understanding violation of legislation, (iii) any legal responsibility imposed pursuant to Part 174 of the DGCL (offering for legal responsibility of administrators for illegal fee of dividends or illegal inventory purchases or redemptions) or (iv) for any transaction from which a director derived an improper private profit. The Firm’s Amended and Restated Certificates of Incorporation does include provisions limiting the legal responsibility of the Firm’s officers and administrators per Part 102(b)(7) of the DGCL.

Part 145 of the DGCL supplies {that a} company included within the State of Delaware might indemnify any individual or individuals, together with officers and administrators, who’re, or are threatened to be made, events to any threatened, pending or accomplished authorized motion, swimsuit or continuing, whether or not civil, felony, administrative, or investigative (apart from an motion by or in the suitable of such company), by motive of the truth that such individual is or was an officer, director, worker or agent of such company, or is or was serving on the request of such company as a director, officer, worker or agent of one other company or enterprise. The indemnity might embody bills (together with attorneys’ charges), judgments, fines, and quantities paid in settlement really and fairly incurred by such individual in reference to such motion, swimsuit or continuing, offered such officer, director, worker, or agent acted in good religion and in a way she or he moderately believed to be in or not against the company’s finest pursuits and, for felony proceedings, had no affordable trigger to consider that the challenged conduct was illegal. An organization included within the State of Delaware might indemnify officers and administrators in an motion by or in the suitable of the company underneath the identical situations, besides that no indemnification is permitted with out judicial approval if the officer or director is adjudged to be liable to the company. The place an officer or director is profitable on the deserves or in any other case within the protection of any motion referred to above, the company should present indemnification in opposition to the bills that such officer or director really and fairly incurred.

The Firm’s Amended and Restated Certificates of Incorporation and Bylaws present for indemnification of its administrators and officers to the fullest extent permitted by the DGCL.

Indemnification Agreements

The Firm presently has no indemnification agreements with any of its present administrators or senior executives. Prior to now, the Firm had indemnification agreements with sure of its then present administrators and senior executives. The indemnification agreements typically require the Firm to indemnify and maintain such individuals innocent to the best extent permitted by legislation for liabilities arising out of such individual’s prior service to

the Firm as a director or supervisor, if such individual acted in good religion and in a way that the individual moderately believed to be in or not against the Firm’s finest pursuits and, with respect to felony proceedings, if the individual had no affordable trigger to consider that his or her conduct was illegal. As well as, the indemnification agreements present that the Firm will make an advance fee of bills to such one that has entered into an indemnification settlement, if such individual requests such advance fee of bills associated to lawyer charges and/or courtroom prices, in reference to any continuing referring to any truth or incidence arising from or referring to occasions or occurrences specified on this paragraph.

Insurance coverage

Part 145(g) of the DGCL authorizes a company included within the State of Delaware to offer legal responsibility insurance coverage for administrators and officers for sure losses arising from claims or fees made in opposition to them whereas appearing of their capacities as administrators or officers of the company. The Firm maintains a coverage insuring its administrators and officers and administrators and officers of its subsidiary corporations, to the extent they could be required or permitted to indemnify such administrators or officers, in opposition to sure liabilities arising from acts or omission within the discharge of their duties that they shall change into legally obligated to pay.

Merchandise 16. Displays

(a) The next are displays to this registration assertion:


Exhibit Quantity						Description of Doc

3.1(a)**
3.2(a)**
5.1**
23.1**
23.2**
24.1**
107**

__________________

** Filed herewith

Merchandise 17. Undertakings

The undersigned registrant hereby undertakes:

1.To file, throughout any interval through which gives or gross sales are being made, a post-effective modification to this registration assertion:

i.To incorporate any prospectus required by part 10(a)(3) of the Securities Act of 1933;

ii.To mirror within the prospectus any information or occasions arising after the efficient date of the registration assertion (or the latest post-effective modification thereof) which, individually or within the combination, signify a basic change within the data set forth within the registration assertion. However the foregoing, any enhance or lower in quantity of securities provided (if the whole greenback worth of securities provided wouldn’t exceed that which was registered) and any deviation from the low or excessive finish of the estimated most providing vary could also be mirrored within the type of prospectus filed with the Fee pursuant to Rule 424(b) if, within the combination, the adjustments in quantity and value signify not more than 20% change within the most combination providing value set forth within the “Calculation of Registration Price” desk within the efficient registration assertion; and

iii.To incorporate any materials data with respect to the plan of distribution not beforehand disclosed within the registration assertion or any materials change to such data within the registration assertion.

Offered nonetheless, That:

A.Paragraphs (a)(1)(i) and (a)(1)(ii) of this part don’t apply if the registration assertion is on Kind S-8, and the data required to be included in a post-effective modification by these paragraphs is contained in reviews filed with or furnished to the Fee by the registrant pursuant to part 13 or part 15(d) of the Securities Change Act of 1934 which might be included by reference within the registration assertion; and

B.Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this part don’t apply if the registration assertion is on Kind S-3 or Kind F-3 and the data required to be included in a post-effective modification by these paragraphs is contained in reviews filed with or furnished to the Fee by the registrant pursuant to part 13 or part 15(d) of the Securities Change Act of 1934 which might be included by reference within the registration assertion, or is contained in a type of prospectus filed pursuant to Rule 424(b) that’s a part of the registration assertion.

2.That, for the aim of figuring out any legal responsibility underneath the Securities Act of 1933, every such post-effective modification shall be deemed to be a brand new registration assertion referring to the securities provided therein, and the providing of such securities at the moment shall be deemed to be the preliminary bona fide providing thereof.

3.To take away from registration by the use of a post-effective modification any of the securities being registered which stay unsold on the termination of the providing.

4.That, for the aim of figuring out legal responsibility underneath the Securities Act of 1933 to any purchaser:

i.If the registrant is counting on Rule 430B:

A.Every prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be a part of the registration assertion as of the date the filed prospectus was deemed a part of and included within the registration assertion; and

B.Every prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as a part of a registration assertion in reliance on Rule 430B referring to an providing made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the aim of offering the data required by part 10(a) of the Securities Act of 1933 shall be deemed to be a part of and included within the registration assertion as of the sooner of the date such type of prospectus is first used after effectiveness or the date of the primary contract of sale of securities within the providing described within the prospectus. As offered in Rule 430B, for legal responsibility functions of the issuer and any individual that’s at that date an underwriter, such date shall be deemed to be a brand new efficient date of the registration assertion referring to the securities within the registration assertion to which that prospectus relates, and the providing of such securities at the moment shall be deemed to be the preliminary bona fide providing thereof. Offered, nonetheless, that no assertion made in a registration assertion or prospectus that’s a part of the registration assertion or made in a doc included or deemed included by reference into the registration assertion or prospectus that’s a part of the registration assertion will, as to a purchaser with a time of contract of sale previous to such efficient date, supersede or modify any assertion that was made within the registration assertion or prospectus that was a part of the registration assertion or made in any such doc instantly previous to such efficient date; or

ii.If the registrant is topic to Rule 430C, every prospectus filed pursuant to Rule 424(b) as a part of a registration assertion referring to an providing, apart from registration statements counting on Rule 430B or apart from prospectuses filed in reliance on Rule 430A, shall be deemed to be a part of and included within the registration assertion as of the date it’s first used after effectiveness. Offered, nonetheless, that no assertion made in a registration assertion or prospectus that’s a part of the registration assertion or made in a doc included or deemed included by reference into the registration assertion or prospectus that’s a part of the registration assertion will, as to a purchaser with a time of contract of sale previous to such first use, supersede or modify any assertion that was made within the registration assertion or prospectus that was a part of the registration assertion or made in any such doc instantly previous to such date of first use.

5.That, for the aim of figuring out legal responsibility of the registrant underneath the Securities Act of 1933 to any purchaser within the preliminary distribution of the securities: The undersigned registrant undertakes that in a main providing of securities of the undersigned registrant pursuant to this registration assertion, whatever the underwriting methodology used to promote the securities to the purchaser, if the securities are provided or offered to such purchaser by the use of any of the next communications, the undersigned registrant will likely be a vendor to the purchaser and will likely be thought-about to supply or promote such securities to such purchaser:

i.Any preliminary prospectus or prospectus of the undersigned registrant referring to the providing required to be filed pursuant to Rule 424;

ii.Any free writing prospectus referring to the providing ready by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii.The portion of every other free writing prospectus referring to the providing containing materials details about the undersigned registrant or its securities offered by or on behalf of the undersigned registrant; and

iv.Some other communication that’s a suggestion within the providing made by the undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes that, for functions of figuring out any legal responsibility underneath the Securities Act of 1933, every submitting of the registrant’s annual report pursuant to part 13(a) or part 15(d) of the Securities Change Act of 1934 (and, the place relevant, every submitting of an worker profit plan’s annual report pursuant to part 15(d) of the Securities Change Act of 1934) that’s included by reference within the registration assertion shall be deemed to be a brand new registration assertion referring to the securities provided therein, and the providing of such securities at the moment shall be deemed to be the preliminary bona fide providing thereof.

Insofar as indemnification for liabilities arising underneath the Securities Act of 1933 could also be permitted to administrators, officers and controlling individuals of the registrant pursuant to the foregoing provisions, or in any other case, the registrant has been suggested that within the opinion of the Securities and Change Fee such indemnification is in opposition to public coverage as expressed within the Act and is, subsequently, unenforceable. Within the occasion {that a} declare for indemnification in opposition to such liabilities (apart from the fee by the registrant of bills incurred or paid by a director, officer or controlling individual of the registrant within the profitable protection of any motion, swimsuit or continuing) is asserted by such director, officer or controlling individual in reference to the securities being registered, the registrant will, until within the opinion of its counsel the matter has been settled by controlling precedent, undergo a courtroom of applicable jurisdiction the query whether or not such indemnification by it’s in opposition to public coverage as expressed within the Act and will likely be ruled by the ultimate adjudication of such difficulty.

SIGNATURES

Pursuant to the necessities of the Securities Act of 1933, NorthWestern Vitality Group, Inc. certifies that it has affordable grounds to consider that it meets all the necessities for submitting on Kind S-3 and has duly precipitated this Registration Assertion on Kind S-3 to be signed on its behalf by the undersigned, thereunto duly approved within the Metropolis of Sioux Falls, South Dakota, on October 2, 2023.


NORTHWESTERN CORPORATION


By:			/s/ Brian B. Chook
			Brian B. Chook
			President and Chief Government Officer

Pursuant to the necessities of the Securities Act of 1933, this registration assertion has been signed beneath by the individuals within the capacities and on the dates indicated.

Signature

Title

Date

/s/ Brian B. Chook

President, Chief Government Officer and Director

October 2, 2023

Brian B. Chook

(Principal Government Officer)

Vice President and Chief Monetary Officer

October 2, 2023

Crystal Lail

(Principal Monetary Officer)

Controller

October 2, 2023

Jeffrey B. Berzina

(Principal Accounting Officer)

Director and Chair of the Board

October 2, 2023

Dana J. Dykhouse

Director

October 2, 2023

Anthony T. Clark

Director

October 2, 2023

Sherina Edwards

Director

October 2, 2023

Jan R. Horsfall

Director

October 2, 2023

Britt E. Ide

Director

October 2, 2023

Kent Larson

Director

October 2, 2023

Linda G. Sullivan

Director

October 2, 2023

Mahvash Yazdi

Director

October 2, 2023

Jeffrey W. Yingling


* By			/s/ Brian B. Chook
			Brian B. Chook
			Lawyer-in-Truth

ATTACHMENTS / EXHIBITS

EX-FILING FEES

EX-3.1(A)

EX-3.2(A)

EX-5.1

EX-23.2

EX-24.1

Supply Hyperlink : atyvip24.com

Tags: Energy Form Grou NorthWestern S3ASR

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