🧾 What This Document Is

This is an 8-K filing, specifically an "Item 8.01" announcement. Think of it as a press release filed with the SEC to update investors on a major company event. In this case, it's announcing that shareholders of both Black Hills Corp. and NorthWestern Energy have officially voted "yes" on their proposed merger. This is a critical checkpoint in the deal-making process.

🏢 The Two Companies Joining Forces

To put it simply, this is a merger between two well-established regional utilities.

• Black Hills Corp. (based in Rapid City, SD) is a "customer-focused, growth-oriented utility." It provides natural gas and electric service to 1.35 million customers across eight states, including the Dakotas, Nebraska, Colorado, and Wyoming.
• NorthWestern Energy (based in Butte, MT) serves about 850,300 customers with electricity and/or natural gas in Montana, South Dakota, Nebraska, and even Yellowstone National Park.

👉 Why it matters: Combining these two creates a much larger and stronger company with a massive, combined customer base across the Mountain West and Great Plains.

🤝 The Merger Deal

This is an all-stock merger, meaning NorthWestern shareholders will receive shares of Black Hills stock (not cash). The big news is that the shareholders of both companies have now voted to approve the deal.

Once the merger closes, the two companies will combine under a brand-new name: Bright Horizon Energy Corporation. The goal is to create a "premier regional regulated energy company."

👉 Why it matters: Shareholder approval was a major hurdle. The deal now moves forward with more momentum, and the new company name signals a fresh start for the combined entity.

🔮 What's Next & The Timeline

The deal is NOT done yet. Shareholder approval was one key step, but the merger still requires sign-off from government regulators.

• Federal approvals needed: From the Department of Justice (Hart-Scott-Rodino review) and the Federal Energy Regulatory Commission (FERC).
• State approvals needed: From the public utility commissions in Montana, Nebraska, and South Dakota.

The companies still expect to close the merger sometime in the second half of 2026.

⚖️ The Strategic Rationale (The "Why")

The CEOs of both companies emphasized that this merger creates a stronger combined company. The key benefits they highlight are:

• Enhanced Scale & Financial Strength: A bigger company can often operate more efficiently and have better access to capital for investments.
• Growth Opportunities: More resources to fund projects for safe, reliable, and affordable energy.
• Long-Term Value: The vision is to deliver better value to customers, shareholders, and communities.

👉 Why it matters: For investors, this merger is about creating a more competitive and resilient utility company that is better positioned for future challenges and investments in the energy grid.

💼 Executive Voices

Two leaders commented on the milestone:

• Linn Evans, President and CEO of Black Hills Corp., said the shareholder vote "underscores the compelling strategic rationale of this merger."
• Brian Bird, President and CEO of NorthWestern Energy, thanked shareholders for their "overwhelming support," stating the deal will bring together "two highly complementary utilities."

🧠 The Analogy

This merger is like two successful neighboring farms deciding to combine their lands, equipment, and expertise. They still need permits from the county (regulators), but once approved, they'll operate under a new name ("Bright Horizon Farms"). The goal isn't just to be bigger, but to manage the land more efficiently, invest in better irrigation (the energy grid), and serve the local communities more reliably for decades to come.

📇 Key Contacts & People

Black Hills Corp. Contacts

• Investors: Sal Diaz, 605-399-5079, [email protected]
• Media: 24-Hour Media Relations Line, 888-242-3969

NorthWestern Energy Contacts

• Investors: Travis Meyer, 605-978-2967, [email protected]
• Media: Jo Dee Black, 866-622-8081, [email protected]

🧩 Final Takeaway

The $BKH and $NWE merger has passed a major test with shareholder approval. The path is now clear for regulators to review the deal, which is expected to close in late 2026 and create a new, larger utility giant called Bright Horizon Energy Corporation.