BKH Announces $450M 4.550% Note Offering, Settlement Oct 2 2025

Rhea-AI Filing Summary

Black Hills Corporation announced an Underwriting Agreement to issue $450 million of 4.550% Notes due 2031, with aggregate gross proceeds of approximately $447.0 million after adjustments. The company and the underwriters have agreed to the sale, and issuance and settlement are scheduled for October 2, 2025, subject to customary closing conditions. The Underwriting Agreement is filed as Exhibit 1.1 and incorporated by reference into the company’s registration statement and prospectus materials.

Positive

• Raises $450 million in long-term fixed-rate capital to support corporate needs
• Clear settlement timeline with issuance scheduled for October 2, 2025
• Underwriting Agreement filed as Exhibit 1.1, providing contractual transparency

Negative

• Net proceeds approximately $447.0 million, indicating original issue discount and underwriting discounts reduced cash received
• Adds fixed interest obligations at 4.550% through 2031, increasing leverage and interest expense

Insights

Financial Analyst

TL;DR: Company is accessing long-term capital with a fixed-rate note offering, modestly below par after discounts.

The issuance of $450 million of 4.550% notes due 2031 provides Black Hills with secured access to medium-term fixed-rate funding. Reported aggregate gross consideration of approximately $447.0 million reflects original issue discount and underwriting discounts, meaning net cash proceeds are slightly below par. The scheduled settlement on October 2, 2025 is standard and subject to closing conditions. This is a capital markets transaction to raise debt financing rather than an equity issuance or acquisition financing; its materiality lies in its size relative to the company’s balance sheet and its impact on leverage and fixed interest obligations.

Corporate Finance Specialist

TL;DR: A covenant-forming underwriting agreement signals completed deal economics and timing for debt raise.

The filing discloses the executed Underwriting Agreement and incorporates it by reference as Exhibit 1.1, which is the operative document defining pricing, discounts, and closing mechanics. The approximate $3 million gap between principal and gross consideration indicates original issue discount and underwriting fees were applied. Settlement timing and customary conditions imply no unusual financing contingencies disclosed. For stakeholders, the key operational effect will be the addition of a fixed-rate obligation maturing in 2031 and the immediate change in liquidity and leverage metrics upon settlement.

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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

Date of Report (Date of earliest event reported): September 25, 2025

Black Hills Corporation

(Exact name of Registrant as Specified in Its Charter)

South Dakota		001-31303		46-0458824
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7001 Mount Rushmore Road
Rapid City, South Dakota	57702
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: 605 721-1700

(Former Name or Former Address, if Changed Since Last Report)

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:

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock of $1.00 par value		BKH		The New York Stock Exchange

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 1.01 Entry into a Material Definitive Agreement.

On September 25, 2025, Black Hills Corporation (the “Company” or “we”) entered into an Underwriting Agreement by and between the Company and the representative of the several underwriters named in Schedule A thereto (the “Underwriting Agreement”), pursuant to which the Company has agreed to issue and sell and the underwriters have severally agreed to purchase an aggregate principal amount of $450 million of its 4.550% Notes due 2031 (the “Notes”). The aggregate gross consideration received by the Company (taking into account original issue discount and underwriting discounts) for the sale of the Notes is approximately $447.0 million. The issuance and settlement of the Notes are scheduled to occur on October 2, 2025, subject to customary closing conditions.

The Underwriting Agreement contains representations and warranties, covenants and other terms that are customary for such kind of agreement. In addition, the Company has agreed to indemnify the underwriters against certain liabilities on customary terms. Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings, including but not limited to commercial lending services, with the Company, its direct or indirect subsidiaries or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

The Notes were offered pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-272739) (the “Registration Statement”), and the related Prospectus dated June 16, 2023 and Prospectus Supplement dated September 25, 2025. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is expressly incorporated by reference herein and into the Registration Statement. The foregoing descriptions are qualified in their entirety by reference to the actual terms thereof.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished or filed herewith:

Number		Exhibit
1.1		Underwriting Agreement dated as of September 25, 2025 between Black Hills Corporation and the representative of the underwriters named therein.
104.1		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.

	BLACK HILLS CORPORATION
	By:	/s/ Kimberly F. Nooney
		Kimberly F. Nooney
		Senior Vice President and Chief Financial Officer

Date: September 29, 2025

FAQ

What security is Black Hills Corporation (BKH) issuing?

The company is issuing $450 million of 4.550% Notes due 2031 pursuant to an Underwriting Agreement.

How much cash will Black Hills receive from the offering?

The aggregate gross consideration received by the company is reported as approximately $447.0 million, reflecting original issue discount and underwriting discounts.

When will the notes be issued and settled?

Issuance and settlement are scheduled to occur on October 2, 2025, subject to customary closing conditions.

Where can I find the underwriting agreement details?

A copy of the Underwriting Agreement is attached to the filing as Exhibit 1.1 and is incorporated by reference into the registration statement.

Does the filing disclose the use of proceeds?

The filing text provided does not specify the intended use of proceeds.