BLACK HILLS CORP /SD/ 8-K

What Happened
Black Hills Corporation filed a Current Report on Form 8‑K on February 19, 2026 to provide updated information about its pending all‑stock merger with NorthWestern Energy Group, Inc. The merger agreement was originally signed and unanimously approved by both companies’ boards on August 18, 2025. The transaction remains subject to customary closing conditions, including Hart‑Scott‑Rodino clearance, shareholder approvals for each company, and state and federal regulatory approvals (including certain state utility commissions and FERC).

Key Details

• Merger Agreement executed and unanimously approved by both boards on August 18, 2025.
• Closing conditions include: HSR antitrust clearance, approval by each company’s shareholders, state regulatory commission approvals, and Federal Energy Regulatory Commission approval.
• The 8‑K includes exhibits with NorthWestern’s audited consolidated financial statements for years ended Dec 31, 2025–2023 and unaudited pro forma condensed combined financial statements for the year ended Dec 31, 2025.
• The report was signed by Kimberly F. Nooney, Senior Vice President and Chief Financial Officer of Black Hills (filed Feb 19, 2026).

Why It Matters
This filing confirms the companies are continuing to pursue an all‑stock business combination but have not closed the transaction — regulators and shareholders must still approve the deal. Investors should watch for regulatory clearances, shareholder votes, and any future filings (e.g., definitive proxy statements or regulatory orders) that will provide timing, deal terms, and any material changes to expected financial impact.