BKH · Black Hills Corporation

Black Hills Corporation's 8-K provides critical transparency into the pending merger with NorthWestern Energy Group through Exhibit 99.1's unaudited Q1 2026 financials and Exhibit 99.2's pro forma combined statements. NorthWestern reported Q1 revenues of $497.6 million, down from $466.6 million prior year, with net income declining to $63.5 million ($1.03 EPS) from $76.9 million ($1.25 EPS), driven by higher operating expenses including fuel ($145.6 million), O&M ($74.5 million), and depreciation ($66.8 million). Balance sheet shows total assets of $8.58 billion, with property, plant, and equipment at $6.79 billion and shareholders' equity at $2.91 billion. Pro forma data illustrates the combined scale: Q1 2026 revenues $1.28 billion, operating income $316 million, net income to common $195 million ($1.43 diluted EPS) on ~136 million shares; balance sheet total assets $20.92 billion, long-term debt $7.17 billion, equity $8.55 billion. The merger, unanimously board-approved, advances with shareholder votes complete and settlements reached in key states, though regulatory hurdles remain critical. Post-merger, Black Hills (as acquirer under ASC 805) will integrate NorthWestern's regulated utilities serving 850,300 customers across four states, enhancing geographic and operational footprint in a transaction valued at $4.6 billion in stock. Pro forma adjustments reflect preliminary fair value allocations, with $1.55 billion goodwill; actual results will depend on final purchase accounting and synergies not yet quantified. Risks include regulatory conditions causing delays or termination, as detailed in forward-looking disclosures.