A utility company headquartered in Rapid City, South Dakota, delivering regulated electricity and natural gas across eight US states. Its roots reach back to 1883, when the Black Hills Electric Light Company lit up Deadwood during the gold rush, and the modern firm took shape in 1941 under new federal law. Named for the Black Hills region, it even runs its own coal mine to fuel nearby power plants.
Black Hills files NorthWestern financials and pro forma merger data for pending all-stock combination
Black Hills Corporation filed this 8-K to provide historical financial statements of NorthWestern Energy Group and pro forma combined financial information related to their pending all-stock merger.
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The merger agreement was entered into on August 18, 2025, and approved by both boards; the transaction is subject to regulatory approvals including state commissions and FERC.
Exhibit 99.1 includes NorthWestern's unaudited condensed consolidated financial statements for the six months ended June 30, 2026 and 2025.
Exhibit 99.2 includes unaudited pro forma condensed combined financial statements as if the merger were completed on January 1, 2025 (income statement) and June 30, 2026 (balance sheet).
The pro forma information is illustrative only and does not purport to project future results of the combined company.
8.01 Other Events · 9.01 Financial Statements and Exhibits
Black Hills Corp. reports Q2 2026 adjusted EPS of $0.54, reaffirms 2026 guidance
Second-quarter 2026 GAAP net income available for common stock was $38.2 million, or $0.50 per diluted share, compared to $27.5 million, or $0.38 per share, in Q2 2025.
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Adjusted earnings for Q2 2026 were $41.5 million, or $0.54 per diluted share, excluding $0.04 per share of merger-related costs.
Year-to-date 2026 GAAP EPS was $2.23, and adjusted EPS was $2.33, excluding $0.10 per share of merger-related costs.
The company reaffirmed 2026 adjusted EPS guidance of $4.25 to $4.45, excluding merger-related costs.
The merger with NorthWestern Energy is expected to close by year-end 2026, pending final approval from the Montana Public Service Commission.
2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits
Black Hills files NorthWestern financials and pro forma statements for pending all-stock merger
Black Hills Corporation filed an 8-K on May 15, 2026, providing historical financial statements of NorthWestern Energy Group and pro forma combined financial information related to their pending merger.
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The merger agreement, entered into August 18, 2025, is an all-stock business combination between Black Hills and NorthWestern, approved by both boards.
The filing includes NorthWestern's unaudited financial statements for the three months ended March 31, 2026, showing net income of $63.5 million on revenues of $497.6 million.
Pro forma combined financial statements are presented as if the merger closed on January 1, 2025 (income statement) and March 31, 2026 (balance sheet).
The merger remains subject to regulatory approvals, including state commissions and the Federal Energy Regulatory Commission.
8.01 Other Events · 9.01 Financial Statements and Exhibits
Black Hills Corporation shareholders elect three Class II directors and approve auditor ratification and executive compensation at 2026 annual meeting.
Scott M. Prochazka, Teresa A. Taylor, and Anne G. Waleski elected as Class II directors for three-year terms expiring in 2029.
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Annual Meeting of Shareholders held April 29, 2026, with a quorum present.
Shareholders ratified Deloitte & Touche LLP as independent registered public accounting firm for 2026 (66,181,234 for, 1,028,970 against).
Advisory, non-binding approval of named executive officer compensation passed (59,589,296 for, 1,096,350 against).
Report filed under Item 5.07 to disclose final voting results.
5.07 Submission of Matters to a Vote of Security Holders
Black Hills shareholders approve all-stock merger with NorthWestern Energy at special meeting
On April 2, 2026, Black Hills Corp. held a special shareholder meeting and approved all six proposals related to its merger with NorthWestern Energy Group, Inc.
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Shareholders approved the issuance of Black Hills common stock in the merger (59,799,414 for, 1,463,912 against).
Shareholders approved amending Black Hills' articles to increase authorized shares from 100 million to 300 million and to change the company name.
Shareholders authorized an increase in Black Hills' authorized indebtedness from $8 billion to $20 billion.
The merger remains subject to regulatory approvals (Hart-Scott-Rodino, FERC, and state approvals in Montana, Nebraska, and South Dakota) and is expected to close in the second half of 2026.
5.07 Submission of Matters to a Vote of Security Holders · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits
Black Hills files financial statements and pro forma data for pending all-stock merger with NorthWestern
The filing includes NorthWestern's audited consolidated financial statements for years ended December 31, 2025, 2024, and 2023, as Exhibit 99.1.
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Black Hills Corporation filed an 8-K on February 19, 2026, to provide historical financial statements of NorthWestern Energy Group and pro forma combined financial information related to their pending merger.
The merger agreement was signed on August 18, 2025, and provides for an all-stock business combination of Black Hills and NorthWestern.
Exhibit 99.2 contains unaudited pro forma combined condensed financial statements as if the merger were completed on January 1, 2025 (income statement) and December 31, 2025 (balance sheet).
The merger remains subject to conditions including Hart-Scott-Rodino clearance, shareholder approvals, and regulatory approvals from state commissions and FERC.
8.01 Other Events · 9.01 Financial Statements and Exhibits
Black Hills Corp. reports Q4 2025 GAAP EPS of $1.39, full-year $3.98; initiates 2026 adjusted EPS guidance of $4.25-$4.45
Q4 2025 GAAP net income available for common stock was $104.9 million, or $1.39 per diluted share, compared to $98.1 million, or $1.37 per share, in Q4 2024.
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Full-year 2025 GAAP EPS was $3.98, and adjusted EPS was $4.10, excluding $0.12 per share of merger-related costs; adjusted EPS increased about 5% from $3.91 in 2024.
The company initiated 2026 adjusted EPS guidance of $4.25 to $4.45, reflecting 6% growth over 2025, excluding merger-related costs and mark-to-market adjustments.
Black Hills completed its 260-mile, $350 million Ready Wyoming electric transmission expansion project in December 2025, with about $300 million of investment recovered through a rider as of Jan. 1, 2026.
The pending all-stock merger with NorthWestern Energy is expected to close in the second half of 2026, with shareholder votes scheduled for April 2, 2026.
The company approved a quarterly dividend of $0.703 per share, marking 56 consecutive years of dividend increases.
2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits