Black Hills Corp Announces All‑Stock Merger With NorthWestern

What Happened

• Black Hills Corporation filed a Current Report on Form 8‑K (dated August 17, 2026) to provide updated information about the pending all‑stock merger with NorthWestern Energy Group, Inc. The Merger Agreement was executed and unanimously approved by both companies' boards on August 18, 2025 and contemplates an all‑stock business combination.
• The transaction remains subject to customary closing conditions, including required regulatory approvals from certain state utility commissions and the Federal Energy Regulatory Commission (FERC). The 8‑K also provides NorthWestern’s unaudited consolidated financial statements and pro forma condensed combined financial statements to help assess the combined entity.

Key Details

• Merger Agreement date: August 18, 2025; 8‑K filing date: August 17, 2026.
• Transaction structure: all‑stock business combination (Black Hills and NorthWestern).
• Regulatory approvals required: specified state utility commissions and the Federal Energy Regulatory Commission (FERC).
• Exhibits filed: unaudited NorthWestern consolidated financials (six months ended June 30, 2026 and 2025) and unaudited pro forma condensed combined financial statements (as of/for six months ended June 30, 2026 and for year ended Dec 31, 2025).

Why It Matters

• This is a material strategic transaction that would combine two regulated utility companies; approval and closing will depend on multiple regulatory reviews, so timing and final terms remain subject to those processes.
• The included NorthWestern financials and pro forma statements give investors data to evaluate the combined company’s recent performance and potential scale, capital structure and earnings impacts once the merger closes.
• Investors should monitor further SEC filings and regulatory notices for updates on approval status, anticipated closing timeline, and detailed financial impacts.