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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):
August 19, 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 | 57702 |
| Rapid City,
South Dakota | |
| (Address of principal executive offices) | (Zip Code) |
(605) 721-1700
(Registrant’s telephone number, including
area code)
(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 (see General Instruction A.2. below):
¨ 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 |
|
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 1934 (§ 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 7.01 |
Regulation FD Disclosure. |
On August 19, 2025, Black Hills Corporation and NorthWestern Energy Group, Inc. released a joint press release announcing the
execution of an agreement and plan of merger as well as an investor presentation relating to the merger. Copies of that press release
and investor presentation are furnished as Exhibits 99.1 and 99.2, respectively.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
Description |
| 99.1 |
Joint press release of NorthWestern and Black Hills issued on August 19, 2025. |
| 99.2 |
Joint investor presentation of NorthWestern and Black Hills released on August 19, 2025 (furnished herewith). |
| 104 |
Cover Page Interactive Data File (formatted as the inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Black Hills Corporation |
| |
|
| Dated: August 19, 2025 |
By: |
/s/ Kimberly F. Nooney |
| |
|
Kimberly F. Nooney, Senior Vice President and Chief Financial Officer |
