NWE · Northwestern Energy Group Inc

This filing confirms overwhelming shareholder approval of the all-stock merger between NorthWestern Energy Group, Inc. and Black Hills Corp., marking a pivotal milestone in the transaction’s progression. The vote results — 99.7% in favor of adopting the Merger Agreement — demonstrate decisive investor endorsement of the strategic rationale articulated by both companies: enhanced scale, financial strength, and expanded growth opportunities across eight states. The advisory vote on merger-related executive compensation also passed with strong support (94.1% in favor), signaling governance alignment and reducing potential friction around executive incentives tied to the deal. Critically, the merger remains contingent upon multiple regulatory clearances, including federal antitrust (Hart-Scott-Rodino) and energy-specific (FERC) reviews, as well as approvals from three state public utility commissions — Montana, Nebraska, and South Dakota — each with jurisdiction over the combined entity’s regulated operations. The companies reaffirm their expectation to close in the second half of 2026, though the forward-looking statements in Exhibit 99.1 explicitly caution that delays or failure to obtain approvals, unanticipated conditions, or adverse developments could materially affect timing or completion. Upon closing, the combined entity will operate under the new name Bright Horizon Energy Corporation, positioning itself as a premier regional regulated energy provider — a structural shift with implications for capital allocation, rate base growth, and long-term earnings visibility. For investors, this approval removes a major corporate governance hurdle but shifts focus squarely to regulatory execution and integration readiness.