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): July 915, 2026

Basin Electric Power Cooperative

(Exact name of registrant as specified in its charter)


North Dakota (State or other jurisdiction of incorporation)	333-295074 (Commission File Number)	45-0277395 (I.R.S. Employer Identification No.)
1717 East Interstate Avenue Bismarck, North Dakota (Address of principal executive offices)		58503 (Zip Code)


Registrant’s telephone number, including area code: (701) 223-0441

Not Applicable

(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:

☐ 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: NONE

Indicate by check mark whether the registrant is an emerging growth company 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 85.~~01 Other~~02 ~~Events~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~On July 9,~~ 2026, Basin Electric Power Cooperative (“Basin Electric”) entered into a settlement agreement with McKenzie Electric Cooperative, Inc. (“McKenzie”), a Class C Member of Basin Electric and a member of Upper Missouri G. & T. Electric Cooperative, Inc. (“Upper Missouri”), a Class A Member of Basin Electric, together with Upper Missouri and MountrailShort-~~Williams~~Term ~~Electric~~Incentive Cooperative (“Mountrail-Williams”), a Class C Member of Basin Electric and a member of Upper Missouri, relating to certain previously disclosed disputes between McKenzie, on the one hand, and Upper Missouri, Basin Electric, and Mountrail-Williams, on the other hand, regarding certain claims made, and which remain pending, in North Dakota state court and before the Federal Energy Regulatory Commission (“FERC”). For additional information on these proceedings, see the Legal section within Note 15, ”Commitments and Contingencies" to the consolidated financial statements included in Basin Electric’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026. The settlement agreement is subject to contingencies and will not become effective (the “Effective Date”) until the satisfaction of certain implementation conditions, including all corporate and regulatory approvals, as applicable to each party, and Upper Missouri receiving financing under the Rural Electrification Act of 1936.Plan

~~Pursuant~~On toJuly ~~the settlement agreement~~15, ~~among other things~~2026, ~~McKenzie~~the ~~agreed~~Board ~~to, within ten days~~ of ~~the~~Directors ~~Effective Date,~~ (~~i) file with~~ the ~~North~~“Board”) ~~Dakota District Court stipulations for dismissal with prejudice and stipulated proposed forms~~ of ~~order~~Basin ~~for~~Electric ~~dismissal~~Power ~~with~~Cooperative ~~prejudice of McKenzie’s North Dakota state court claims against~~ (“Basin Electric”) ~~and~~adopted ~~Upper Missouri, including its claims that it had~~ a ~~right~~short-term toincentive ~~buyout~~plan or(the ~~early~~“2026 ~~exit~~STI ~~from its wholesale power contract with Upper Missouri; (ii~~Plan”) ~~file~~to ~~with~~provide ~~FERC~~the aannual ~~notice~~cash ofincentive ~~withdrawal~~element of ~~McKenzie~~Basin Electric’s ~~complaint~~total itdirect ~~submitted~~compensation ~~against~~program ~~Basin~~for ~~Electric~~each ~~relating to Section 204~~ of ~~the~~its ~~Federal~~named ~~Power~~executive ~~Act;~~officers ~~and~~ (~~iii~~"NEOs") ~~file~~for ~~with FERC a notice of withdrawal in each of~~ the ~~FERC~~2026 ~~proceedings,~~fiscal oryear. ~~any~~The ~~appeal~~2026 ~~from~~STI ~~any~~Plan ~~FERC~~advances ~~proceeding, in which McKenzie has intervened against~~ Basin Electric ~~involving Basin Electric~~’s ~~wholesale~~commitment ~~power~~to ~~contracts~~performance-based orcompensation ~~rate~~by ~~schedules.~~providing Inparticipants ~~addition,~~an ~~Basin~~opportunity ~~Electric~~to ~~agreed~~earn ~~that,~~annual ~~from~~cash ~~and~~awards ~~after~~upon ~~January~~achievement 1,of ~~2031,~~pre-established itperformance ~~will~~goals ~~not,~~for ~~directly~~the or2026 ~~indirectly,~~performance ~~include~~year. ~~any~~The ~~amounts~~Board ~~associated~~set ~~with~~the ~~Basin~~annual ~~Electric’s~~cash ~~subsidiary~~incentive ~~Dakota~~target ~~Gasification~~under ~~Company,~~the ~~its~~2026 ~~assets,~~STI orPlan ~~any~~for ~~successor-in-interest~~each toof ~~Dakota~~the ~~Gasification~~NEOs ~~Company~~at ~~(collectively,~~20% ~~“DGC”)~~of inthe ~~wholesale~~participant’s ~~power~~base ~~rates~~salary ~~charged~~as byof ~~Basin~~March ~~Electric to Upper Missouri for power purchased by McKenzie~~31, ~~subject to certain exceptions~~2026. ~~Basin Electric~~Accordingly, ~~McKenzie~~Mr. ~~and~~Brickhouse’s ~~Upper~~target ~~Missouri~~opportunity ~~further~~is ~~agreed~~calculated ~~that~~on ~~McKenzie~~his ~~will~~base ~~continue~~salary toin ~~perform~~effect ~~its~~on ~~obligations~~that ~~under~~date ~~its wholesale power contract, as amended~~ and ~~restated,~~is ~~with~~not ~~Upper~~affected ~~Missouri~~by ~~for~~ the ~~term~~base ofsalary ~~the~~adjustment ~~contract,~~described ~~which~~below ~~currently~~under ~~runs~~“Adjustment ~~through~~to ~~2075.~~Base AsSalary ~~a result, McKenzie will remain a Class C Member~~ of ~~Basin Electric and an all-supplemental requirements member of Upper Missouri~~CEO. ”

~~Basin~~Awards ~~Electric~~under ~~expects~~the to2026 ~~record~~STI ~~the~~Plan ~~impacts~~may ofbe earned based on the ~~settlement~~achievement ~~agreement~~of inthree ~~its~~Basin ~~consolidated~~Electric ~~financial~~performance ~~statements~~goals for the ~~quarter~~2026 ~~ended~~performance ~~June~~year: 30Safety, ~~2026~~Reliability, and Affordability. ~~The~~Each ~~pre-tax~~goal ~~charge~~will ~~associated~~be assessed independently and weighted equally. For a participant with ~~the~~a ~~settlement~~target ~~agreement~~opportunity isof ~~currently~~20% ~~expected~~of tobase besalary, ~~approximately~~each ~~$40~~goal ~~million~~achieved earns one-third of the target opportunity, or 6.67% ~~Basin~~of ~~Electric~~base ~~may~~salary. ~~seek~~The ~~regulatory~~target ~~accounting~~opportunity ~~treatment~~is ~~with~~the maximum award payable under the ~~Rural~~2026 ~~Utilities~~STI ~~Service~~Plan, atand ano ~~later~~award ~~date~~is payable above target.

~~Cautionary~~•The ~~Note~~Safety ~~Regarding~~goal ~~Forward-Looking~~will ~~Statements~~be measured by a composite score of 85 or greater out of 100.

~~All~~•The ~~statements~~Reliability ingoal this report that are not historical including, without limitation, those regarding the outcome of the settlement agreement and the timing of its effectiveness, and the expected costs and charges associated therewith, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “will,” ~~“likely,”~~be ~~“intend,”~~measured “plan,” “aim,” “continue,” “believe,” “seek,” “anticipate,” “upcoming,” “may,” “possible,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions, known or unknown, that could cause actual results to vary materially from those indicated or anticipated. These risks, assumptions and uncertainties include: the risks and uncertainties related to the satisfaction of the implementation conditions to the effectiveness of the settlement agreement; the risk that the settlement agreement may not result in the resolution of all or any claims against ~~Basin~~mechanical ~~Electric~~availability in the North Dakota state court or FERC proceedings; the risk that the settlement costs and charges may be greater than anticipated; the failure to obtain, if sought, regulatory accounting treatment for any charge recorded in connection with the settlement agreement; the risk that Basin Electric may continue to experience disruptive legal proceedings and settlements related to its wholesale power contracts or rate schedules; and the other factors disclosed under “RISK FACTORS” in Part II, Item 1A of Basin Electric’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, and in other documents that Basin Electric files or furnishes with the Securities and Exchange Commissiontargets. If one or more of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. All forward-looking statements included in this report are qualified by these cautionary statements. Accordingly, you should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. Basin Electric does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise, except as required by applicable securities laws.

•The Affordability goal will be measured against a net cost per member megawatt-hour target and a consolidated net margin target for the performance year.

Award payout levels for participants at the 20% target will be determined according to the following schedule:


Performance Goals Achieved			Payout (% of base salary)
One of three goals achieved			6.67%
Two of three goals achieved			13.33%
Three of three goals achieved			20.00%

In addition to serving as one of the three performance goals, Affordability will also operate as a condition to funding of awards under the 2026 STI Plan. The Affordability threshold will be achieved only if both of the following are satisfied for the performance year: net cost per member megawatt-hour at or below the target, and consolidated net margin at or above the target. If the Affordability threshold is achieved, 100% of the award otherwise earned is payable. If the Affordability threshold is not achieved, 50% of the award otherwise earned is payable.

Awards under the 2026 STI Plan are payable in cash following the close of the 2026 performance year, calculated on the participant's base salary as of March 31, 2026. A participant must remain continuously employed by Basin Electric through the award payment date to be entitled to receive an award, except as the Board may otherwise determine. The Board has reserved the right to modify the performance goals, targets, and other terms of the 2026 STI Plan in its discretion.

The foregoing summary of the 2026 STI Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2026 STI Plan, which Basin Electric expects to file as an exhibit to a subsequent periodic report.

Adjustment to Base Salary of CEO

On July 16, 2026, Basin Electric entered into an amended employment agreement with Todd Brickhouse, Basin Electric's Chief Executive Officer and General Manager, pursuant to which his annual base salary was reduced to $1,750,000, effective July 25, 2026.

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.

		BASIN ELECTRIC POWER COOPERATIVE
Date:	July 1320, 2026	By:	/s/ Christopher A. Johnson
			Christopher A. Johnson
			Senior Vice President and Chief Financial Officer

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