Black Hills (NYSE: BKH) and NorthWestern execute agreement and plan of merger

Rhea-AI Filing Summary

Black Hills Corporation filed a current report describing a major strategic step with NorthWestern Energy Group, Inc.. The companies released a joint press release announcing the execution of an agreement and plan of merger, along with an investor presentation explaining the proposed combination.

Both the press release and the investor presentation are being made available as exhibits to the report, giving investors more detail on the structure and rationale of the planned merger. The filing itself focuses on formally notifying the market that the merger agreement has been signed and that related disclosure materials are now publicly accessible.

Insights

Utility sector M&A analyst

Black Hills and NorthWestern move forward with a signed merger agreement and public materials.

The report shows that Black Hills Corporation and NorthWestern Energy Group, Inc. have executed an agreement and plan of merger and jointly issued a press release. An accompanying investor presentation is also being furnished, which typically outlines strategic fit, expected benefits, and high-level financial context, even though those specifics are not included in this excerpt.

Execution of a merger agreement in the regulated utility sector is usually a significant event, but completion often depends on multiple regulatory and shareholder approvals. Actual outcomes will depend on the detailed terms and conditions described in the press release, the investor presentation, and in subsequent regulatory filings related to the merger process.

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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).

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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

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FAQ

What did Black Hills Corporation (BKH) disclose in this 8-K?

Black Hills Corporation disclosed that it and NorthWestern Energy Group, Inc. issued a joint press release announcing the execution of an agreement and plan of merger, and that they released an investor presentation relating to the merger.

Which companies are involved in the announced merger plan with BKH?

The merger plan involves Black Hills Corporation and NorthWestern Energy Group, Inc., as described in their joint press release and investor presentation.

What exhibits did Black Hills Corporation (BKH) include with this 8-K?

The report includes as exhibits a joint press release of NorthWestern and Black Hills dated August 19, 2025 (Exhibit 99.1), a joint investor presentation released the same day (Exhibit 99.2), and the cover page interactive data file (Exhibit 104).

Does this filing mean the Black Hills–NorthWestern merger is completed?

The filing states that an agreement and plan of merger has been executed and publicly announced. It does not state that the merger has closed, only that the agreement has been signed and related materials have been released.

Where can investors find more details about the BKH and NorthWestern merger?

Investors can review the joint press release in Exhibit 99.1 and the joint investor presentation in Exhibit 99.2, which are furnished with this report and are intended to provide more detail on the planned merger.

Who signed the 8-K for Black Hills Corporation (BKH)?

The report was signed on behalf of Black Hills Corporation by Kimberly F. Nooney, who serves as Senior Vice President and Chief Financial Officer.