NorthWestern Energy Group, Inc.NWE
NorthWestern Energy Group, Inc. Stock Compensation Disclosure
| (17) Stock-Based Compensation | ||||||||||||||
We grant stock-based awards through our Amended and Restated Equity Compensation Plan (ECP), which includes restricted stock awards and performance share awards. As of December 31, 2025, there were 411,984 shares of common stock remaining available for grants. The remaining vesting period for awards previously granted ranges from one to two years if the service and/or performance requirements are met. Nonvested shares do not receive dividend distributions. The long-term incentive plan provides for accelerated vesting in the event of a change in control.
We account for our share-based compensation arrangements by recognizing compensation costs for all share-based awards over the respective service period for employee services received in exchange for an award of equity or equity-based compensation. The compensation cost is based on the fair value of the grant on the date it was awarded.
Performance Unit Awards
Performance unit awards are granted annually under the ECP. These awards contain service-, market-, and performance-based components. The service-based component of these awards, representing 30 percent of the award, vest at the end of the three-year performance period as long as the individual has remained employed with us over that term. The performance goals are independent of each other and equally weighted at 35 percent of the award, and are based on two metrics: (i) EPS growth level and average return on equity; and (ii) total shareholder return relative to a peer group. These awards vest at the end of the three-year performance period if we have achieved certain performance goals and the individual remains employed by us. The exact number of shares issued under the market- and performance-based components will vary from 0 percent to 200 percent of the target award, depending on actual company performance relative to the performance goals.
Fair value is determined for each component of the performance unit awards. The fair value of the service-based component is estimated based upon the closing market price of our common stock as of the grant date less the present value of expected dividends. The fair value of the performance-based component is estimated based upon the closing market price of our common stock as of the grant date less the present value of expected dividends, multiplied by an estimated performance multiple determined on the basis of historical experience, which is subsequently trued up at vesting based on actual performance. The fair value of the market-based component is estimated using a statistical model that incorporates the probability of meeting performance targets based on historical returns relative to the peer group. The following summarizes the significant assumptions used to determine the fair value of performance shares and related compensation expense as well as the resulting estimated fair value of performance shares granted:
| 2025 | 2024 | ||||||||||
| Risk-free interest rate | 4.37 | % | 4.38 | % | |||||||
| Expected life, in years | 3 | 3 | |||||||||
| Expected volatility | 15.3% to 30.2% | 12.5% to 29.0% | |||||||||
| Dividend yield | 4.9 | % | 5.6 | % | |||||||
The risk-free interest rate was based on the U.S. Treasury yield of a three-year bond at the time of grant. The expected term of the performance shares is three years based on the performance cycle. Expected volatility was based on the historical volatility for the peer group. Both performance goals are measured over the three-year vesting period and are charged to compensation expense over the vesting period based on the number of shares expected to vest.
A summary of nonvested shares as of and changes during the year ended December 31, 2025, are as follows:
| Performance Unit Awards | |||||||||||
| Shares | Weighted-Average Grant-Date Fair Value | ||||||||||
| Beginning nonvested grants | 231,926 | $ | 46.07 | ||||||||
| Granted | 138,658 | 48.91 | |||||||||
| Vested | (85,928) | 54.41 | |||||||||
| Forfeited | (2,435) | 46.26 | |||||||||
| Remaining nonvested grants | 282,221 | $ | 44.92 | ||||||||
Retirement/Retention Restricted Share Awards
In December 2011, an executive retirement / retention program was established that provides for the annual grant of restricted share units. Awards granted before 2022 are subject to a five-year performance and vesting period. The performance measure for these awards requires net income for the calendar year of at least three of the five full calendar years during the performance period to exceed net income for the calendar year the awards are granted. Awards granted in 2022 no longer contain this performance measure, instead these awards will vest after five full calendar years if the employee remains employed during that service period. No retirement/retention restricted shares were granted during the year ended December 31, 2025. Once vested, the awards will be paid out in shares of common stock in five equal annual installments after a recipient has separated from service. The fair value of these awards is measured based upon the closing market price of our common stock as of the grant date less the present value of expected dividends.
A summary of nonvested shares as of and changes during the year ended December 31, 2025, are as follows:
| Shares | Weighted-Average Grant-Date Fair Value | ||||||||||
| Beginning nonvested grants | 50,796 | $ | 45.40 | ||||||||
| Granted | — | — | |||||||||
| Vested | (12,916) | 44.57 | |||||||||
| Forfeited | — | — | |||||||||
| Remaining nonvested grants | 37,880 | $ | 45.68 | ||||||||
We recognized total stock-based compensation expense of $5.7 million, $3.4 million, and $3.6 million for the years ended December 31, 2025, 2024, and 2023, respectively, and related income tax benefit of $1.5 million, $0.7 million, and $1.0 million for the years ended December 31, 2025, 2024, and 2023, respectively. As of December 31, 2025, we had $6.8 million of unrecognized compensation cost related to the nonvested portion of our outstanding awards. The cost is expected to be recognized over a weighted-average period of 2 years. The total fair value of shares vested was $4.7 million, $3.1 million, and $4.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 12, 2026 | Showing above |
| 2024 | Feb 13, 2025 | |
| 2023 | Feb 15, 2024 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.