Major utility tie-up: NorthWestern Energy (NWE) and Black Hills win shareholder OK
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
NorthWestern Energy Group, Inc. reported that its stockholders approved the proposed all-stock merger with Black Hills Corp. at a Special Meeting held on April 2, 2026. Shareholders representing 52,543,649 common shares, about 85 percent of the 61,443,620 shares outstanding and entitled to vote, were present in person or by proxy.
Stockholders voted overwhelmingly to adopt the Merger Agreement, approve on an advisory basis the merger-related compensation for named executive officers, and authorize potential adjournment of the meeting. Upon closing, Black Hills and NorthWestern Energy plan to combine as Bright Horizon Energy Corporation, a regulated energy company serving customers across eight states, subject to federal and state regulatory approvals and other customary closing conditions, with completion expected in the second half of 2026.
Positive
- Major merger milestone achieved: NorthWestern Energy and Black Hills secured strong shareholder approval for their proposed all-stock merger, advancing plans to form Bright Horizon Energy Corporation as a larger regulated utility platform.
Negative
- None.
Insights
Shareholder approval is a key milestone for the Black Hills–NorthWestern all-stock utility merger.
NorthWestern Energy and Black Hills obtained strong shareholder support for their proposed all-stock merger, clearing an essential governance hurdle. Adoption of the Merger Agreement received 52,379,834 votes in favor, with minimal opposition or abstentions, indicating broad alignment between management and investors on the strategic direction.
The transaction is expected to create Bright Horizon Energy Corporation, a regulated utility serving customers across eight states, with management highlighting enhanced scale, financial strength and growth opportunities as key benefits. Advisory approval of merger-related executive compensation also reduces a potential friction point around deal-related pay.
The merger still depends on several regulatory approvals, including Hart-Scott-Rodino and FERC at the federal level and commissions in Montana, Nebraska and South Dakota, along with other customary conditions. The companies currently expect closing in the second half of 2026, so future regulatory and integration disclosures will be important for understanding the combined entity’s risk and opportunity profile.
8-K Event Classification
3 items: 5.07, 8.01, 9.01
3 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares represented at meeting: 52,543,649 shares
Shares outstanding entitled to vote: 61,443,620 shares
Support for Merger Agreement: 52,379,834 votes for
+5 more
8 metrics
Shares represented at meeting
52,543,649 shares
Common stock present or by proxy at Special Meeting
Shares outstanding entitled to vote
61,443,620 shares
Common stock outstanding and entitled to vote at Special Meeting
Support for Merger Agreement
52,379,834 votes for
Adoption of Merger Agreement proposal
Votes against Merger Agreement
74,839 votes against
Adoption of Merger Agreement proposal
Support for advisory compensation vote
49,365,485 votes for
Merger-related executive compensation advisory proposal
Support for adjournment authority
49,916,231 votes for
Proposal to approve potential adjournment of Special Meeting
Customer base NorthWestern Energy
Approximately 850,300 customers
Electricity and/or natural gas customers served in MT, SD, NE, Yellowstone
Black Hills customer base
1.35 million customers
Natural gas and electric utility customers in eight states
Key Terms
all-stock merger, Hart-Scott-Rodino, FERC, forward-looking statements, +2 more
6 terms
all-stock merger financial
"proposed all-stock merger and other related shareholder proposals at their Special Shareholder Meetings"
An all-stock merger is a deal in which one company combines with another by paying only with shares rather than cash, so owners of the target company receive new stock in the combined business. For investors this matters because it changes who owns what percentage of the merged company, can dilute existing shareholders, ties the value of the deal to future share performance, and signals that management prefers using equity over cash for the transaction—like paying with IOUs that depend on how well the new company does.
Hart-Scott-Rodino regulatory
"subject to the receipt of required federal (Hart-Scott-Rodino and FERC) and state regulatory approvals"
The Hart-Scott-Rodino Antitrust Act is a U.S. law that requires companies to notify federal regulators and wait for a review before closing large mergers or acquisitions. Think of it as a required heads-up and cooling-off period so antitrust officials can check whether a deal would unfairly reduce competition; for investors this can delay or block transactions and change the risk, timing, and expected value of corporate deals.
FERC regulatory
"required federal (Hart-Scott-Rodino and FERC) and state (Montana, Nebraska, and South Dakota) regulatory approvals"
The Federal Energy Regulatory Commission (FERC) is a U.S. government agency that oversees interstate electricity, natural gas and oil pipeline transmission and related market rules. Think of it as a referee and traffic controller for the energy grid and wholesale markets; its approvals, fines or rule changes can affect how much companies can charge, how projects are built and how profitable energy and utility firms are, making it important for investors watching regulatory risk and revenue drivers.
forward-looking statements regulatory
"Information in this communication, other than statements of historical facts, may constitute forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
joint proxy statement/prospectus financial
"Additional information regarding the transaction is available in the joint proxy statement/prospectus filed with the U.S. Securities and Exchange Commission"
A joint proxy statement/prospectus is a single, combined document that both asks shareholders to vote on a proposed transaction and provides the detailed information required when new securities are being offered. Think of it as a combined ballot and product brochure that explains the deal, the companies’ finances, key risks and how ownership will change. Investors rely on it to understand the terms, evaluate risks and make informed voting and investment decisions.
customary closing conditions financial
"subject to the receipt of required federal and state regulatory approvals and the satisfaction of other customary closing conditions"
"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.
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): April 2, 2026
 | ||
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: 605 -978-2900
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):
Securities registered pursuant to Section 12(b) of the Act:
| Registrant | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||
| NorthWestern Energy Group, Inc. | |||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 , NorthWestern Energy Group, Inc. d/b/a NorthWestern Energy (Nasdaq: NWE) (the “Company”), held a Special Meeting of Stockholders (the “Special Meeting”) to conduct a stockholders vote regarding certain proposals related to the proposed all-stock merger (the “Merger”) of Black Hills Corp. (“Black Hills”) and the Company pursuant to a Merger Agreement, dated as of August 18, 2025 (the “Merger Agreement”), providing for the combination of the two companies.
At the Special Meeting, 52,543,649 shares of common stock, par value $.01, were present in person or by proxies. This represented approximately 85 percent of the 61,443,620 shares of common stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, the stockholders:
•Approved adoption of the Merger Agreement;
•Approved, on an advisory basis, the merger-related compensation arrangements of the Company's named executive officers; and
•Voted to approve any motion to adjourn the Special Meeting, if necessary.
Set forth below are the final voting results on each such matter.
1. Adoption of Merger Agreement. The votes cast with respect to the proposal to adopt the Merger Agreement were as follows:
| For | Against | Abstain | ||||||||||||
| 52,379,834 | 74,839 | 88,976 | ||||||||||||
2. Advisory Vote on Merger-Related Compensation. The votes cast with respect to the advisory vote to approve Merger-related compensation for named executive officers were as follows:
| For | Against | Abstain | ||||||||||||
| 49,365,485 | 3,104,044 | 74,120 | ||||||||||||
3. Approve Adjournment, if necessary. The votes cast with respect to the proposal to adjourn the Special Meeting, if necessary, were as follows:
| For | Against | Abstain | ||||||||||||
| 49,916,231 | 2,559,813 | 67,605 | ||||||||||||
Item 8.01 Other Events.
On April 2, 2026 , the Company issued a joint press release with Black Hills announcing that the stockholders of each company voted to approve the Merger and other related stockholder proposals. The joint press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description of Document | |||||||
99.1* | Joint Press Release, dated April 2, 2026 | |||||||
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document | |||||||
| * filed herewith | ||||||||
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.
| NorthWestern Energy Group, Inc. | |||||||||||
| By: | /s/ Timothy P. Olson | ||||||||||
| Timothy P. Olson | |||||||||||
| Corporate Secretary | |||||||||||
Date: April 3, 2026
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 voted to approve the proposed all-stock merger and other related shareholder proposals at their Special Shareholder Meetings held earlier today.
The shareholder approval represents 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 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
FAQ
What company will be created by the NorthWestern Energy and Black Hills merger?
Upon closing, NorthWestern Energy and Black Hills plan to combine as Bright Horizon Energy Corporation. This new regulated energy company is expected to serve customers across eight states, leveraging the two utilities’ complementary footprints and aiming to provide safe, reliable and affordable energy service.
What regulatory approvals are still required for the NorthWestern Energy–Black Hills merger?
The merger remains subject to required federal approvals under Hart-Scott-Rodino and from FERC, plus state regulatory approvals in Montana, Nebraska and South Dakota. It also depends on satisfying other customary closing conditions before the combination into Bright Horizon Energy Corporation can be completed.
When do NorthWestern Energy and Black Hills expect their merger to close?
NorthWestern Energy and Black Hills currently expect their all-stock merger to close in the second half of 2026. That timing depends on receiving necessary federal and state regulatory approvals and meeting customary closing conditions outlined in the Merger Agreement between the two utility companies.
What strategic benefits do NorthWestern Energy and Black Hills highlight for their merger?
Company leaders describe a compelling strategic rationale, citing enhanced scale, financial strength and growth opportunities from combining as Bright Horizon Energy Corporation. They emphasize the ability to support safe, reliable and affordable energy service while aiming to create long-term value for customers, shareholders and the communities they serve.