All-stock Black Hills merger planned by NorthWestern Energy (Nasdaq: NWE)
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
NorthWestern Energy Group, Inc. filed a current report describing an all-stock merger agreement with Black Hills Corporation. The companies have signed an Agreement and Plan of Merger dated August 18, 2025, providing for NorthWestern and Black Hills to combine in an all-stock transaction through a merger subsidiary. They also released a joint press release and an investor presentation explaining the proposed combination, which are attached as exhibits.
The communication emphasizes that many statements about expected benefits, earnings impact, rate base, investment opportunities, cash flows and capital spending are forward-looking and subject to significant risks and uncertainties, including regulatory and shareholder approvals, potential termination, integration challenges, higher-than-expected costs, and possible legal or regulatory proceedings. Black Hills plans to file a Form S-4 to register the shares it will issue to NorthWestern stockholders, which will include a joint proxy statement/prospectus for both companies’ shareholders.
Positive
- All-stock merger agreement with Black Hills Corporation represents a transformative strategic transaction for NorthWestern Energy Group, Inc., subject to shareholder and regulatory approvals.
Negative
- Significant execution and approval risk, including potential delays, failure to obtain required regulatory and shareholder approvals, possible termination of the merger agreement, and the risk that anticipated synergies and other benefits may not be realized.
- Potential business disruption and higher costs from the announced transaction, including management distraction, challenges in retaining key personnel, reputational risk, and the possibility that the merger may be more expensive to complete than anticipated.
Insights
NorthWestern plans an all-stock merger with Black Hills, a transformative but still uncertain utility combination.
NorthWestern Energy Group and Black Hills Corporation have signed an Agreement and Plan of Merger for an all-stock combination using a merger subsidiary structure. The report highlights that Black Hills will register its common stock on Form S-4, with a joint proxy statement/prospectus sent to both companies’ shareholders, underscoring that this is a full corporate merger rather than a small bolt-on deal.
The forward-looking discussion focuses on potential benefits such as effects on earnings, rate base, investment opportunities, cash flows and capital expenditures, but also lists extensive risks. These include possible delays or failure to obtain shareholder and regulatory approvals, termination of the agreement, conditions imposed by regulators, unrealized synergies, business disruption, higher-than-expected transaction costs, and potential legal or regulatory proceedings.
Because the transaction is all-stock and will require regulatory and shareholder approvals, the ultimate impact on each company’s investors will depend on the final terms, approval outcomes and integration execution. Future SEC filings, including the Form S-4 and joint proxy statement/prospectus, are positioned as key sources for detailed terms and potential effects on NorthWestern and Black Hills stakeholders.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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
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(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.
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Item 7.01 Regulation FD Disclosure.
On August 19, 2025 , NorthWestern Energy Group, Inc. (“NorthWestern” or the “Company”) and Black Hills Corporation, a South Dakota corporation (“Black Hills”) issued a joint press release announcing the execution of the Agreement and Plan of Merger, dated as of August 18, 2025, by and among NorthWestern, Black Hills and River Merger Sub, Inc., a direct wholly owned subsidiary of Missouri, providing for an all-stock merger of NorthWestern and Black Hills upon the terms and subject to the conditions set forth therein (the “Merger”). NorthWestern and Black Hills also released a joint investor presentation relating to the Merger. Copies of that press release and investor presentation are furnished as Exhibits 99.1 and 99.2, respectively.
The information contained in Item 7.01 of this report, including the information in Exhibit 99.1 and Exhibit 99.2 attached to this report, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this report, including the information in Exhibit 99.1 and Exhibit 99.2 attached to this report, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933, as amended (the “Securities Act”).
* * *
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 NorthWestern and Black Hills, including future financial and operating results (including the anticipated impact of the transaction on NorthWestern’s and Black Hills’ 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 NorthWestern and Black Hills’ current expectations, plans and estimates. NorthWestern and Black Hills 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 NorthWestern or Black Hills 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 and shareholder 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 NorthWestern and Black Hills, (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 NorthWestern or Black Hills and the ability of NorthWestern or Black Hills 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 NorthWestern or Black Hills 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 NorthWestern’s and Black Hills’ businesses; (11) the evolving legal, regulatory and tax regimes under which NorthWestern and Black Hills operate; (12) restrictions during the pendency of the proposed transaction that may impact NorthWestern’s or Black Hills’ 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 NorthWestern’s and Black Hills’ response to any of the aforementioned factors.
Additional factors which could affect future results of NorthWestern and Black Hills can be found in NorthWestern’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and Black Hills’ 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. NorthWestern and Black Hills 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.
Important Information and Where to Find It
Black Hills intends to file a registration statement on Form S-4 with the SEC to register the shares of Black Hills’ common stock that will be issued to NorthWestern stockholders in connection with the proposed transaction. The registration statement will include a joint proxy statement of NorthWestern and Black Hills that will also constitute a prospectus of Black Hills. The definitive joint proxy statement/prospectus will be sent to the stockholders of each of NorthWestern and Black Hills in connection with the proposed transaction. Additionally, NorthWestern and Black Hills will file other relevant materials in connection with the merger with the SEC. Investors and security holders are urged to read the registration statement and joint proxy statement/prospectus when they become available (and any other documents filed with the SEC in connection with the transaction or incorporated by reference into the joint proxy statement/prospectus) because such documents will contain important information regarding the proposed transaction and related matters. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by NorthWestern or Black Hills through the website maintained by the SEC at http://www.sec.gov or by contacting the investor relations department of NorthWestern or Black Hills at travis.meyer@northwestern.com or investorrelations@blackhillscorp.com, respectively.
Before making any voting or investment decision, investors and security holders of NorthWestern and Black Hills are urged to read carefully the entire registration statement and joint proxy statement/prospectus when they become available, including any amendments thereto (and any other documents filed with the SEC in connection with the transaction) because they will contain important information about the proposed transaction. Free copies of these documents may be obtained as described above.
Participants in Solicitation
NorthWestern, Black Hills and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of each of NorthWestern and Black Hills in connection with the proposed transaction. Information regarding the directors and executive officers of NorthWestern and Black Hills and other persons who may be deemed participants in the solicitation of the stockholders of NorthWestern or of Black Hills in connection with the proposed transaction will be included in the joint proxy statement/prospectus related to the proposed transaction, which will be filed by Black Hills with the SEC. Information about the directors and executive officers of NorthWestern and their ownership of NorthWestern common stock can also be found in NorthWestern’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed on February 13,
2025, under the header “Information About Our Executive Officers” and its Proxy Statement on Schedule 14A, which was filed on March 12, 2025, under the headers “Election of Directors” and “Who Owns our Stock”. Information about the directors and executive officers of Black Hills and their ownership of Black Hills common stock can also be found in Black Hills’ filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed on February 12, 2025, under the header “Information About Our Executive Officers,” and its Proxy Statement on Schedule 14A, which was filed on March 14, 2025, under the headers “Election of Directors” and “Security Ownership of Management and Principal Shareholders,” and other documents subsequently filed by Black Hills with the SEC. To the extent any such person's ownership of NorthWestern’s or Black Hills’ securities, respectively, has changed since the filing of such proxy statement, such changes have been or will be reflected on Forms 3, 4 or 5 filed with the SEC. Additional information regarding the interests of such participants will be included in the joint proxy statement/prospectus and other relevant documents regarding the proposed transaction filed with the SEC when they become available.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Document | |||||||
99.1 | Joint press release issued by NorthWestern and Black Hills, , dated | |||||||
99.2 | Joint investor presentation of NorthWestern and Black Hills released on August 19, 2025 (furnished herewith) | |||||||
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are 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.
| NorthWestern Energy Group, Inc. | |||||||||||
| By: | /s/ Timothy P. Olson | ||||||||||
| Timothy P. Olson | |||||||||||
| Corporate Secretary | |||||||||||
Date: August 19, 2025
FAQ
What major event did NorthWestern Energy Group, Inc. (NWE) disclose in this filing?
NorthWestern Energy Group, Inc. disclosed that it and Black Hills Corporation have entered into an Agreement and Plan of Merger dated August 18, 2025, providing for an all-stock merger of the two companies through a merger subsidiary.
How will the NorthWestern and Black Hills merger be structured?
The merger is structured as an all-stock transaction under an Agreement and Plan of Merger among NorthWestern, Black Hills and River Merger Sub, Inc., a direct wholly owned subsidiary of Black Hills, providing for the combination of NorthWestern and Black Hills subject to stated terms and conditions.
What additional materials about the NorthWestern (NWE) and Black Hills merger are available?
NorthWestern and Black Hills issued a joint press release and a joint investor presentation relating to the merger, which are furnished as Exhibits 99.1 and 99.2 to the report.
What regulatory filings will be made for the NorthWestern and Black Hills transaction?
Black Hills intends to file a registration statement on Form S-4 with the SEC to register the shares of its common stock to be issued to NorthWestern stockholders, and that registration statement will include a joint proxy statement/prospectus for the shareholders of both companies.
What are the key risks mentioned regarding the proposed NorthWestern (NWE) and Black Hills merger?
The communication notes risks such as delays or failure to obtain regulatory and shareholder approvals, possible termination of the merger agreement, unanticipated conditions in regulatory approvals, failure to realize expected benefits and synergies, business disruption, higher-than-expected transaction costs, and potential legal or regulatory proceedings related to the transaction.
Will this document serve as an offer to buy or sell securities of NorthWestern (NWE) or Black Hills?
No. The communication states that it is for informational purposes only and does not constitute an offer to buy or sell any securities or a solicitation of any vote or approval, and that any offering of securities will be made only by a prospectus meeting the requirements of Section 10 of the Securities Act of 1933.
Where can NorthWestern (NWE) and Black Hills investors find more detailed information about the merger?
Investors and security holders can obtain free copies of the Form S-4, the joint proxy statement/prospectus and other relevant filings from the SEC’s website at http://www.sec.gov or by contacting the investor relations departments of NorthWestern or Black Hills using the email addresses provided in the communication.