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Black Hills Corporation (BKH) files its annual report outlining a regulated electric and gas utility business serving about 227,000 electric customers and 1,138,000 natural gas customers across eight states. The company owns 1,386 MW of generation plus extensive electric and gas networks.
BKH has agreed to an all-stock business combination with NorthWestern Energy Group, expected to close in the second half of 2026, creating a combined utility serving approximately 0.7 million electric and 1.5 million gas customers. The report highlights clean energy goals, including a 40% reduction in electric utility emissions by 2030 and net-zero methane emissions for gas utilities by 2035, along with detailed regulatory frameworks, environmental and cybersecurity risks, and human capital metrics for its 2,795 employees.
Black Hills Corp President and CEO Evans Linden reported multiple equity-related transactions in company common stock. On February 6, 2026, he acquired 17,793 shares at $0 through a restricted stock grant under the company’s incentive compensation plan, increasing his direct holdings.
On February 7 and 9, 2026, he disposed of 1,624.735, 1,077.801, and 1,382.349 shares, respectively, at prices of $72.3 and $71.48 to cover tax withholding on vesting of prior restricted stock grants. He also indirectly holds 4,490.861 shares through a 401(k). A software issue understated his post-transaction balance; the filing states he actually owns 170,603.653 shares directly.
Black Hills Corp. senior vice president Marne M. Jones reported equity compensation and related tax-withholding transactions in company common stock. On February 6, 2026, Jones acquired 4,106 shares of common stock through a restricted stock grant under the company’s incentive compensation plan at a stated price of $0, bringing direct holdings to 39,964.399 shares.
On February 7, 2026, 1,417.774 shares were withheld at $72.30 per share to cover taxes on the vesting of a February 7, 2025 restricted stock grant, reducing direct holdings to 38,546.625 shares. On February 9, 2026, additional tax-withholding transactions used 104.368 shares and 275.745 shares at $71.48 per share related to earlier restricted stock grants, leaving Jones with 38,166.512 common shares held directly.
Black Hills Corp SVP & CFO Kimberly F. Nooney reported several equity-related transactions in company common stock. On February 6, 2026, she acquired 4,654 shares at $0 through a restricted stock grant under the company’s incentive compensation plan, bringing her direct holdings to 39,923.75 shares.
Subsequently, on February 7 and 9, 2026, she disposed of shares coded as "F", at prices of about $72.30 and $71.48, to pay tax withholding tied to vesting of earlier restricted stock grants from 2023, 2024, and 2025. She also holds 4.459 shares indirectly in a 401(k) account.
Black Hills Corp executive Sarah Wiltse reported equity compensation and related tax withholding transactions. On February 6, 2026, she acquired 2,327 shares of common stock at $0 through a restricted stock grant under the company’s incentive compensation plan, bringing her direct holdings to 7,733 shares.
On February 7, 2026, 201.027 shares of common stock at $72.30 per share were withheld to cover taxes associated with restricted stock vesting, leaving her with 7,531.973 directly owned shares after these transactions.
Black Hills Corp. Chief Legal Officer Darren T. Nakata received 2,874 shares of common stock on February 6, 2026. The shares were acquired at $0.00 per share through a restricted stock grant under the company’s Incentive Compensation Plan, bringing his directly owned total to 7,495 shares.
Black Hills Corp. CITO Donald Lee Redden Jr. reported an equity award of company stock. On 02/06/2026, he acquired 1,642 shares of Black Hills Corp. common stock at a stated price of $0 per share, reflecting a restricted stock grant under the company’s Incentive Compensation Plan.
After this grant, Redden directly beneficially owned a total of 6,910 common shares. The transaction is classified as an acquisition of non-derivative securities and represents standard equity compensation for an executive officer.
Black Hills Corporation and NorthWestern Energy Group plan an all-stock merger in which each NorthWestern share will convert into 0.98 share of Black Hills common stock. NorthWestern will become a wholly owned subsidiary, and the combined company will adopt a new name before or at closing.
To complete the deal, Black Hills shareholders must approve issuing new shares, tripling authorized stock to 300 million, increasing authorized indebtedness to $20 billion, and a corporate name change. NorthWestern shareholders must adopt the Merger Agreement. Both special meetings are virtual on April 2, 2026, and there are no appraisal rights.
Black Hills Corporation furnished an update on its recent performance by announcing that it issued a press release covering financial results for the fourth quarter of 2025. The company also prepared an investor presentation to support these results.
The press release dated Feb. 4, 2026 is included as Exhibit 99.1, and a related presentation dated Feb. 5, 2026 is included as Exhibit 99.2. This information is furnished under Item 2.02 as results of operations and financial condition and is not deemed filed for liability purposes under the Securities Exchange Act.