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Black Hills Corporation is advancing an all-stock merger of equals with NorthWestern Energy Group. Under the Merger Agreement, each share of NorthWestern common stock will convert into 0.98 shares of Black Hills common stock, implying estimated merger consideration of about $4.43 billion based on recent Black Hills share prices.
Regulatory and shareholder milestones are substantial: the SEC declared the joint Form S-4 effective, shareholders of both companies approved the merger, the Hart-Scott-Rodino waiting period expired, and approvals have been obtained from FERC, the Nebraska Public Service Commission, and the South Dakota Public Utilities Commission. Approval from the Montana Public Service Commission remains outstanding, and the companies anticipate closing by year-end 2026, subject to remaining conditions.
NorthWestern’s standalone results for the six months ended June 30, 2026 show $890.2 million in revenue and $88.5 million in net income. On a pro forma basis for the same period, the combined company would have generated $2.12 billion of revenue and $258 million of net income, with preliminary goodwill of about $1.81 billion recorded under acquisition accounting and estimated transaction-related costs of $25 million.
State Street Corporation, through various investment advisory subsidiaries, reports beneficial ownership of 3,821,310 shares of Black Hills Corp. common stock on a Schedule 13G. This position represents 5% of the class of Black Hills Corp. common stock identified by CUSIP 092113109.
State Street reports no sole voting or dispositive power over the shares. It has shared voting power over 3,632,279 shares and shared dispositive power over 3,819,510 shares, reflecting its role as an institutional investment manager. Several State Street Global Advisors entities are identified as the relevant investment adviser subsidiaries.
Black Hills Corporation reported second-quarter 2026 revenue of $452.8 million, slightly above $439.0 million a year earlier. Net income rose to $40.4 million from $28.8 million, and net income available to common stock was $38.2 million versus $27.5 million, driving diluted EPS of $0.50 compared with $0.38. For the first six months, net income available to common stock was $169.2 million with diluted EPS of $2.23.
Total assets were $11.04 billion at June 30, 2026, including $8.64 billion of net property, plant and equipment. Long-term debt including current maturities had a carrying amount of $4.40 billion, with a Consolidated Indebtedness to Capitalization Ratio of 0.53 to 1.00, within the 0.65 covenant limit. Operating cash flow was $371.3 million for the first half, against capital additions of $485.5 million, funded in part by equity issued under ATM programs and debt markets.
Regulatory activity included approved gas rate settlements in Kansas and Nebraska and pending rate reviews in Arkansas, Colorado and South Dakota that together seek substantial new annual revenue. Wyoming Electric received $285 million of refundable advances from a prospective 1.8 GW data center customer under a generation reservation agreement, later amended in July to increase advances to $377 million. Colorado Electric also executed a 15‑year PPA for up to 200 MW of solar energy to support its Clean Energy Plan. A previously disclosed Colorado legal settlement was fully offset by insurance recovery. The company continues to reference a proposed merger with NorthWestern, subject to regulatory approvals.
Black Hills Corp. reported higher second-quarter 2026 results, with net income available for common stock of $38.2 million and diluted EPS of $0.50, compared with $27.5 million and $0.38 a year earlier. Adjusted EPS increased to $0.54, excluding $0.04 per share of after-tax merger-related costs.
Revenue for the quarter was $452.8 million and operating income rose to $97.0 million, helped by new rates and rider recovery, partly offset by higher interest and depreciation. For the first half of 2026, net income available for common stock was $169.2 million and adjusted EPS was $2.33, compared with $161.7 million and $2.24 in 2025.
The company reaffirmed 2026 adjusted EPS guidance of $4.25 to $4.45, excluding merger-related costs and mark-to-market adjustments, and cited large-load growth in Wyoming, including a prospective 1.8 GW data center project backed by $377 million in refundable advances. A quarterly dividend of $0.703 per share marks 56 consecutive years of increases. A tax-free, all-stock merger with NorthWestern Energy is expected to close by year-end 2026, subject to remaining approval from the Montana Public Service Commission.
BLACK HILLS CORP director Robert P. Otto reported an open-market sale of 4,109 shares of common stock at $74.2199 per share. After this transaction, he directly holds 10,885.9672 common shares.
The filing also shows an indirect holding of Phantom Stock Units held by a trust, representing 9,764.9995 underlying common shares on a 1-for-1 conversion ratio. These derivative securities are exercisable upon retirement and expire upon retirement under the terms of the agreement.
Black Hills Corporation is offering up to $183,376,179.78 of common stock in an at-the-market program that replaces an earlier prospectus supplement. The amount represents the remaining capacity under a previously announced $400,000,000 sales agreement under which the company has sold 3,517,790 shares for aggregate gross proceeds of $216,623,820.22. Sales may be effected through designated sales agents or via forward sale agreements with affiliated forward purchasers and forward sellers; settlement under forward sale agreements may be physical, cash or net share settlement and could produce dilution or cash payment obligations depending on the settlement method.
The prospectus supplement states the company will pay commissions of up to 2% to agents/forward sellers, estimates offering expenses of approximately $700,000, and discloses 76,128,118 shares outstanding as of May 14, 2026. The proceeds, if any, will be used for working capital and general corporate purposes. The offering is subject to FINRA rules and customary risks described under "Risk Factors."
Black Hills Corporation filed a shelf registration on to permit the future, from-time-to-time sale of senior debt, subordinated debt, preferred stock, depositary shares, common stock, warrants, purchase contracts and units. The prospectus is a base shelf that will be accompanied by prospectus supplements specifying terms for each offering.
The filing reiterates operational scale: 227,000 electric customers, 1,138,000 gas customers, 1,386 MW generation and 44,840 miles of gas distribution mains (each described as of ), and reports 76,128,118 shares of common stock outstanding as of May 14, 2026. It also summarizes the proposed all‑stock merger of equals with NorthWestern, the approved exchange ratio of 0.98 Black Hills shares per NorthWestern share and an expected close in the second half of 2026, subject to regulatory approvals.
Black Hills Corporation filed an update to give investors detailed financial information about its pending all-stock merger with NorthWestern Energy Group. The filing adds NorthWestern’s latest quarterly financial statements and unaudited pro forma results showing how the two utilities would look as a combined company.
The Merger Agreement calls for each NorthWestern share to be exchanged for 0.98 Black Hills shares, with Black Hills treated as the accounting acquirer. Based on a recent Black Hills share price, the estimated merger consideration is about $4.55 billion, with a large portion recorded as goodwill under purchase accounting.
The pro forma combined income statements illustrate how revenue, earnings and earnings per share would have appeared if the merger had been completed earlier, but the company emphasizes these figures are preliminary, rely on assumptions and do not predict future performance. Completion of the merger still depends on multiple regulatory approvals and satisfaction of other closing conditions.
Black Hills Corp ownership reported by State Street Corporation. State Street Corporation states it beneficially owns 3,622,356 shares of Black Hills Corp common stock, representing 4.8% of the class. The filing lists shared voting power of 3,444,666 and shared dispositive power of 3,620,556.
The filing names SSGA Funds Management and several State Street Global Advisors entities in Item 7 as subsidiaries or investment-advisor holders. The form is signed by Elizabeth Schaefer, Senior Vice President and Chief Accounting Officer, dated 05/12/2026.
Black Hills Corporation reported first-quarter 2026 revenue of $780.7 million and diluted earnings per share of $1.73, compared with $805.2 million and $1.87 a year earlier. Net income available for common stock was $131.0 million versus $134.3 million.
Electric Utilities operating income rose to $59.9 million on new rates and rider recovery, while Gas Utilities operating income eased to $146.5 million on milder weather despite recent rate approvals. Operating cash flow was $176.2 million, funding $259.8 million of capital expenditures, largely at Electric Utilities.
The company advanced its all-stock merger with NorthWestern, with shareholder approvals obtained, key regulatory applications filed, and antitrust clearance under the HSR Act completed. It also signed a 1.8 GW data center generation reservation agreement in Wyoming and a 200 MW solar PPA in Colorado to support its Clean Energy Plan.