Shareholders of Black Hills (NYSE: BKH) and NorthWestern Energy approve all-stock merger
Rhea-AI Filing Summary
Black Hills Corporation reported that its shareholders approved key proposals supporting an all-stock merger with NorthWestern Energy Group, Inc., including issuing new common shares for the transaction. Investors also backed amendments to increase authorized shares from 100 million to 300 million and to change the company name to Bright Horizon Energy Corporation at closing.
Shareholders authorized raising the company’s borrowing capacity from $8 billion to $20 billion and approved, on an advisory basis, merger-related compensation for named executive officers. The merger remains subject to federal and state regulatory approvals, and the companies continue to expect closing in the second half of 2026.
Positive
- Black Hills and NorthWestern Energy shareholders approved the proposed all-stock merger and related proposals, clearing a major corporate milestone toward forming Bright Horizon Energy Corporation.
- Shareholders authorized increasing Black Hills’ borrowing capacity from $8 billion to $20 billion, providing substantial flexibility to fund future utility infrastructure and growth investments if management and regulators support such plans.
Negative
- None.
Insights
Shareholder approvals clear a major hurdle for the Black Hills–NorthWestern all-stock merger.
Black Hills and NorthWestern Energy shareholders have approved the proposed all-stock merger and related items, including issuing merger consideration shares and rebranding as Bright Horizon Energy Corporation. These approvals remove a key execution risk on the corporate side and align owners behind the combination.
Structural changes are significant: authorized common shares will rise from 100 million to 300 million, and authorized indebtedness will increase from $8 billion to $20 billion. This provides capacity to finance future investment plans but also creates potential for higher leverage, depending on how the authority is used.
The merger still depends on regulatory approvals, including Hart‑Scott‑Rodino and FERC at the federal level and commissions in Montana, Nebraska, and South Dakota. The companies state they continue to expect closing in the second half of 2026, so subsequent regulatory milestones and any conditions imposed will be important in shaping the combined utility’s risk and return profile.
8-K Event Classification
Key Figures
Key Terms
Agreement and Plan of Merger financial
all-stock merger financial
Hart-Scott-Rodino regulatory
FERC regulatory
non-binding and advisory financial
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 2, 2026, Black Hills Corporation (the “Company”) held a special meeting of shareholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger (the Merger Agreement”), dated August 18, 2025, by and among the Company, River Merger Sub Inc. (“Merger Sub”), and NorthWestern Energy Group, Inc. (“NorthWestern”), pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into NorthWestern with NorthWestern continuing as the surviving corporation and a direct subsidiary of the Company (the “Merger”). At the Special Meeting, six proposals were submitted. The proposals are described in detail in the joint proxy statement/prospectus filed with the Securities and Exchange Commission on February 6, 2026. A quorum of shares was present for the Special Meeting, and the final results for the votes regarding the proposals are set forth below.
For |
Against |
Abstain |
Broker Non-Votes |
59,799,414 |
1,463,912 |
435,332 |
5,703,165 |
For |
Against |
Abstain |
Broker Non-Votes |
61,251,844 |
5,712,057 |
437,922 |
- |
For |
Against |
Abstain |
Broker Non-Votes |
65,098,702 |
1,844,797 |
458,324 |
- |
For |
Against |
Abstain |
Broker Non-Votes |
60,574,218 |
674,470 |
449,970 |
5,703,165 |
For |
Against |
Abstain |
Broker Non-Votes |
58,080,913 |
3,114,157 |
503,588 |
5,703,165 |
For |
Against |
Abstain |
Broker Non-Votes |
61,243,243 |
5,624,167 |
534,413 |
- |
This proposal was approved by the requisite vote of the Company’s shareholders, but adjournment of the Special Meeting was unnecessary because there was a quorum present and there were sufficient votes received at the time of the Special Meeting for Proposal Nos. 1-5.
Completion of the Merger and the transactions contemplated thereby remain subject to the satisfaction or waiver of certain conditions, including the receipt of certain regulatory approvals.
Item 7.01 Regulation FD Disclosure.
On April 2, 2026, Black Hills and NorthWestern issued a joint press release announcing the approval of each companies’ shareholders of the proposals related to the Merger Agreement. A copy of the joint press release is furnished as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
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Description |
99.1 |
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Joint Press Release dated April 2, 2026 (furnished herewith) |
104.1 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BLACK HILLS CORPORATION |
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Date: |
April 2, 2026 |
By: |
/s/ Kimberly F. Nooney |
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Kimberly F. Nooney |
Black Hills Corp. and NorthWestern Energy Shareholders Approve Merger Proposals
RAPID CITY, SD and BUTTE, MT / SIOUX FALLS, SD — April 2, 2026 — Black Hills Corp. (NYSE: BKH) and NorthWestern Energy Group, Inc. d/b/a NorthWestern Energy (Nasdaq: NWE) announced today that shareholders of each company voted to approve the proposed all-stock merger and other related shareholder proposals at their Special Shareholder Meetings held earlier today. The shareholder approvals represent a significant milestone toward the completion of the transaction, which was announced on Aug. 19, 2025. Upon closing of the merger, the two companies will combine to form Bright Horizon Energy Corporation, a premier regional regulated energy company serving customers across eight states.
“Shareholder approval underscores the compelling strategic rationale of this merger,” said Linn Evans, president and CEO of Black Hills Corp. “Together, we will have enhanced scale, financial strength, and growth opportunities to support safe, reliable, and affordable energy service.”
Brian Bird, president and CEO of NorthWestern Energy, added, “We appreciate the overwhelming support of our shareholders. This transaction will bring together two highly complementary utilities and positions the combined company to deliver long‑term value to customers, shareholders, and the communities we serve.”
The merger remains subject to the receipt of required federal (Hart-Scott-Rodino and FERC) and state (Montana, Nebraska, and South Dakota) regulatory approvals and the satisfaction of other customary closing conditions. The companies continue to expect the transaction to close in the second half of 2026.
Additional information regarding the transaction is available in the joint proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (SEC). Detailed shareholder voting results will be disclosed in Form 8‑K filings with the SEC by each company.
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About Black Hills Corp.
Black Hills Corp. (NYSE: BKH) is a customer-focused, growth-oriented utility company with a tradition of improving life with energy and a vision to be the energy partner of choice. Based in Rapid City, South Dakota, the company serves 1.35 million natural gas and electric utility customers in eight states: Arkansas, Colorado, Iowa, Kansas, Montana, Nebraska, South Dakota and Wyoming. More information is available at www.blackhillscorp.com.
About NorthWestern Energy
NorthWestern Energy Group, Inc., doing business as NorthWestern Energy, provides essential energy infrastructure and valuable services that enrich lives and empower communities while serving as long-term partners to our customers and communities. We work to deliver safe, reliable, and innovative energy solutions that create value for customers, communities, employees, and investors. We do this by providing low-cost and reliable service performed by highly adaptable and skilled employees. We provide electricity and / or natural gas to approximately 850,300 customers in Montana, South Dakota, Nebraska, and Yellowstone National Park. Our operations in Montana and Yellowstone National Park are conducted through
our subsidiary, NW Corp, and our operations in South Dakota and Nebraska are conducted through our subsidiary, NWE Public Service. We have provided service in South Dakota and Nebraska since 1923 and in Montana since 2002.
Forward Looking Statements
Information in this communication, other than statements of historical facts, may constitute forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements about the benefits of the proposed transaction between Black Hills and NorthWestern Energy, including future financial and operating results (including the anticipated impact of the transaction on Black Hills’ and NorthWestern Energy’s respective earnings), statements related to the expected timing of the completion of the transaction, the plans, objectives, expectations and intentions of either company or of the combined company following the merger, anticipated future results of either company or of the combined company following the merger, the anticipated benefits and strategic and financial rationale of the merger, including estimated rate bases, investment opportunities, cash flows and capital expenditure rates and other statements that are not historical facts. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “targets,” “scheduled,” “plans,” “intends,” “goal,” “anticipates,” “expects,” “believes,” “forecasts,” “outlook,” “estimates,” “potential,” or “continue” or negatives of such terms or other comparable terminology. The forward-looking statements are based on Black Hills and NorthWestern Energy’s current expectations, plans and estimates. Black Hills and NorthWestern Energy believe these assumptions to be reasonable, but there is no assurance that they will prove to be accurate. All forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of Black Hills or NorthWestern Energy to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others, (1) the risk of delays in consummating the potential transaction, including as a result of required regulatory approvals, which may not be obtained on the expected timeline, or at all, (2) the risk of any event, change or other circumstance that could give rise to the termination of the merger agreement, (3) the risk that required regulatory approvals are subject to conditions not anticipated by Black Hills and NorthWestern Energy, (4) the possibility that any of the anticipated benefits and projected synergies of the potential transaction will not be realized or will not be realized within the expected time period, (5) disruption to the parties’ businesses as a result of the announcement and pendency of the transaction, including potential distraction of management from current plans and operations of Black Hills or NorthWestern Energy and the ability of Black Hills or NorthWestern Energy to retain and hire key personnel, (6) reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the transaction, (7) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (8) the outcome of any legal or regulatory proceedings that may be instituted against Black Hills or NorthWestern Energy related to the merger agreement or the transaction, (9) the risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction, (10) legislative, regulatory, political, market, economic and other conditions, developments and uncertainties affecting Black Hills’ or NorthWestern Energy’s businesses; (11) the evolving legal, regulatory and tax regimes under which Black Hills and NorthWestern Energy operate; (12) restrictions during the pendency of the proposed transaction that may impact Black Hills’ or NorthWestern Energy’s ability to pursue certain business opportunities or strategic transactions; and (13) unpredictability and severity of catastrophic events, including, but not limited to, extreme weather, natural disasters, acts of terrorism or outbreak of war or hostilities, as well as Black Hills’ and NorthWestern Energy’s response to any of the aforementioned factors.
Additional factors which could affect future results of Black Hills and NorthWestern Energy can be found in Black Hills’ Registration Statement on Form S-4 as well as its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and NorthWestern Energy’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, in each case filed with the SEC and available on the SEC’s website at
http://www.sec.gov. Black Hills and NorthWestern Energy disclaim any obligation and do not intend to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by federal securities laws.
No Offer or Solicitation
This document is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Black Hills Corp. Contacts
Investors
Sal Diaz
605-399-5079
investorrelations@blackhillscorp.com
Media
24-Hour Media Relations Line
888-242-3969
NorthWestern Energy Contacts
Investors
Travis Meyer
605-978-2967
travis.meyer@northwestern.com
Media
Jo Dee Black
866-622-8081
jodee.black@northwestern.com