Black Hills Corp Files 8-K

TL;DR

BH filed an 8-K, looks like standard procedure, no major news.

AI Summary

Black Hills Corporation filed an 8-K on September 15, 2025, reporting on other events and financial statements. The filing does not contain specific details about new material events, acquisitions, or financial results, but rather serves as a routine update and filing of exhibits.

Why It Matters

This filing indicates routine corporate activity and the submission of required financial documents, suggesting no immediate significant operational changes or material events to report.

Risk Assessment

Risk Level: low — The filing is a routine 8-K without disclosure of significant new events, acquisitions, or financial distress.

Key Numbers

• 001-31303 — SEC File Number (Identifies the company's filing with the SEC.)
• 46-0458824 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Black Hills Corporation (company) — Registrant
• South Dakota (location) — State of Incorporation
• 605 721-1700 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $1.00 — e on which registered Common stock of $1.00 par value BKH The New York Stock Ex

Filing Documents

• bkh-20250915.htm (8-K) — 71KB
• bkh-ex23_1.htm (EX-23.1) — 8KB
• bkh-ex99_1.htm (EX-99.1) — 3100KB
• bkh-ex99_2.htm (EX-99.2) — 1870KB
• bkh-ex99_3.htm (EX-99.3) — 771KB
• bkh-ex99_4.htm (EX-99.4) — 95KB
• 0001193125-25-203783.txt ( ) — 6318KB
• bkh-20250915.xsd (EX-101.SCH) — 30KB
• bkh-20250915_htm.xml (XML) — 4KB

01 Other Events

Item 8.01 Other Events. Black Hills Corporation ("Black Hills" or the "Company") is filing this Current Report on Form 8-K solely to provide certain information relating to the pending merger transaction involving Black Hills and NorthWestern Energy Group, Inc., a Delaware corporation ("NorthWestern"). As previously disclosed in its Current Report on Form 8-K filed on August 19, 2025, Black Hills entered into an Agreement and Plan of Merger (the "Merger Agreement") on August 18, 2025 with NorthWestern and River Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of Black Hills. The Merger Agreement, which was unanimously approved on August 18, 2025 by both the board of directors of Black Hills and the board of directors of NorthWestern, provides for an all-stock business combination of Black Hills and NorthWestern upon the terms and subject to the conditions set forth therein. Such conditions include, among other things, clearance under the Hart-Scott Rodino Act, approval from each company's shareholders, and regulatory approvals, including approval from certain state regulatory commissions, as well as the Federal Energy Regulatory Commission. This Item 8.01 contains: 1. Historical financial statements of NorthWestern filed in accordance with Rule 3-05 of Regulation S-X, included as Exhibits 99.1 and 99.2, which are incorporated herein by reference; 2. Pro forma financial information of Black Hills and NorthWestern on a combined basis in accordance with Article 11 of Regulation S-X giving effect to certain pro forma adjustments related to the pending merger transaction as if it were completed on January 1, 2024 as it relates to the pro forma combined condensed statements of income, and as if it were completed on June 30, 2025 as it relates to the pro forma combined condensed balance sheet, included as Exhibit 99.3 hereto, which is incorporated herein by reference; and 3. Supplementary risk factors related to the pending merger transa

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as "forward-looking statements." We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this Current Report on Form 8-K that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. This includes, without limitations, completion of the merger transaction with NorthWestern and statements about the benefits of the proposed transaction between Black Hills and NorthWestern including future financial and operating results. These forward-looking statements are based on assumptions which we believe are reasonable based on current expectations and projections about future events and industry conditions and trends affecting our business. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks and uncertainties that, among other things, could cause actual results to differ materially from those contained in the forward-looking statements. 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 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 pending merger 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 Agreemen

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 23.1 Consent of Independent Registered Public Accounting Firm to NorthWestern Energy Group, Inc. 99.1 Audited consolidated financial statements of NorthWestern Energy Group, Inc. as of and for the years ended December 31, 2024, 2023 and 2022 99.2 Unaudited consolidated financial statements of NorthWestern Energy Group, Inc. as of and for the six months ended June 30, 2025 and 2024 99.3 Unaudited pro forma condensed combined financial statements (a) as of and for the six months ended June 30, 2025 and (b) for the year ended December 31, 2024 99.4 Supplementary risk factors related to the pending merger transaction 104 Cover Page Interactive Data File (formatted as the inline XBRL document)

SIGNATURES

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. BLACK HILLS CORPORATION Date: September 15, 2025 By: /s/ Kimberly F. Nooney Kimberly F. Nooney Senior Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR