Forward Looking Statements

Information in this communication, other than statements of historical facts, may constitute forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements about the benefits of the proposed transaction between Black Hills and NorthWestern Energy, including future financial and operating results (including the anticipated impact of the transaction on Black Hills’ and NorthWestern Energy’s respective earnings), statements related to the expected timing of the completion of the transaction, the plans, objectives, expectations and intentions of either company or of the combined company following the merger, anticipated future results of either company or of the combined company following the merger, the anticipated benefits and strategic and financial rationale of the merger, including estimated rate bases, investment opportunities, cash flows and capital expenditure rates and other statements that are not historical facts. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “targets,” “scheduled,” “plans,” “intends,” “goal,” “anticipates,” “expects,” “believes,” “forecasts,” “outlook,” “estimates,” “potential,” or “continue” or negatives of such terms or other comparable terminology. The forward-looking statements are based on Black Hills and NorthWestern Energy’s current expectations, plans and estimates. Black Hills and NorthWestern Energy believe these assumptions to be reasonable, but there is no assurance that they will prove to be accurate.

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 Energy 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 potential 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 agreement, (3) the risk that required regulatory approvals are subject to conditions not anticipated by Black Hills and NorthWestern Energy, (4) the possibility that any of the anticipated benefits and projected synergies of the potential transaction will not be realized or will not be realized within the expected time period, (5) disruption to the parties’ businesses as a result of the announcement and pendency of the transaction, including potential distraction of management from current plans and operations of Black Hills or NorthWestern Energy and the ability of Black Hills or NorthWestern Energy to retain and hire key personnel, (6) reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the transaction, (7) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (8) the outcome of any legal or regulatory proceedings that may be instituted against Black Hills or NorthWestern Energy related to the merger agreement or the transaction, (9) the risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction, (10) legislative, regulatory, political, market, economic and other conditions, developments and uncertainties affecting Black Hills’ or NorthWestern Energy’s businesses; (11) the evolving legal, regulatory and tax regimes under which Black Hills and NorthWestern Energy operate; (12) restrictions during the pendency of the proposed transaction that may impact Black Hills’ or NorthWestern Energy’s ability to pursue certain business opportunities or strategic transactions; and (13) unpredictability and severity of catastrophic events, including, but not limited to, extreme weather, natural disasters, acts of terrorism or outbreak of war or hostilities, as well as Black Hills’ and NorthWestern Energy’s response to any of the aforementioned factors.

Additional factors which could affect future results of Black Hills and NorthWestern Energy can be found in Black Hills’ Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and NorthWestern Energy’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, in each case filed with the SEC and available on the SEC’s website at http://www.sec.gov. Black Hills and NorthWestern Energy disclaim any obligation and do not intend to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by federal securities laws.

No Offer or Solicitation

This document is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Important Information and Where to Find It

Black Hills intends to file a registration statement on Form S-4 with the SEC to register the shares of Black Hills’ common stock that will be issued to NorthWestern Energy stockholders in connection with the proposed transaction. The registration statement will include a joint proxy statement of Black Hills and NorthWestern Energy that will also constitute a prospectus of Black Hills. The definitive joint proxy statement/prospectus will be sent to the stockholders of each of Black Hills and NorthWestern Energy in connection with the proposed transaction. Additionally, Black Hills and NorthWestern Energy will file other relevant materials in connection with the merger with the SEC.  Investors and security holders are urged to read the registration statement and joint proxy statement/prospectus when they become available (and any other documents filed with the sec in connection with the transaction or incorporated by reference into the joint proxy statement/prospectus) because such documents will contain important information regarding the proposed transaction and related matters. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by Black Hills or NorthWestern Energy through the website maintained by the SEC at http://www.sec.gov or by contacting the investor relations department of Black Hills or NorthWestern Energy at investorrelations@blackhillscorp.com or travis.meyer@northwestern.com, respectively.

Before making any voting or investment decision, investors and security holders of Black Hills and NorthWestern Energy are urged to read carefully the entire registration statement and joint proxy statement/prospectus when they become available, including any amendments thereto (and any other documents filed with the SEC in connection with the transaction) because they will contain important information about the proposed transaction. Free copies of these documents may be obtained as described above.

Participants in Solicitation

Black Hills, NorthWestern Energy and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of each of Black Hills and NorthWestern Energy in connection with the proposed transaction. Information regarding the directors and executive officers of Black Hills and NorthWestern Energy and other persons who may be deemed participants in the solicitation of the stockholders of Black Hills or of NorthWestern Energy in connection with the proposed transaction will be included in the joint proxy statement/prospectus related to the proposed transaction, which will be filed by Black Hills with the SEC. Information about the directors and executive officers of Black Hills and their ownership of Black Hills common stock can also be found in Black Hills’ filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed on February 12, 2025, under the header “Information About Our Executive Officers,” and its Proxy Statement on Schedule 14A, which was filed on March 14, 2025, under the headers “Election of Directors” and “Security Ownership of Management and Principal Shareholders,” and other documents subsequently filed by Black Hills with the SEC. Information about the directors and executive officers of NorthWestern Energy and their ownership of NorthWestern Energy common stock can also be found in NorthWestern Energy’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed on February 13, 2025, under the header “Information About Our Executive Officers” and its Proxy Statement on Schedule 14A, which was filed on March 12, 2025, under the headers “Election of Directors” and “Who Owns our Stock”. To the extent any such person's ownership of Black Hills’ or NorthWestern Energy’s securities, respectively, has changed since the filing of such proxy statement, such changes have been or will be reflected on Forms 3, 4 or 5 filed with the SEC. Additional information regarding the interests of such participants will be included in the joint proxy statement/prospectus and other relevant documents regarding the proposed transaction filed with the SEC when they become available.

I understand

Creating a Premier Regional Regulated Electric and Natural Gas Utility Company

Stronger, More Resilient Platform to Safely, Reliably, and Cost-Effectively Meet Customers’ Rising Energy Needs

Press Release
Investor Presentation
Conference Call
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Press Release
Investor Presentation
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Black Hills Corp. and NorthWestern Energy are joining together to create a premier regional regulated electric and natural gas utility company

  • Pure-play, regulated, vertically integrated utility

    The combined company will serve approximately 2.1 million customers across eight contiguous states. The increased scale is expected to drive operating and cost optimization across the combined enterprise

  • Doubles rate bases and provides increased investment opportunities

    Combined, the companies' current investment plans from 2025 to 2029 exceed $7 billion and will be focused on building new electric and natural gas critical infrastructure to meet rising energy demand and advancing energy resilience in the regions where the combined company operates, while ensuring long-term competitive rates for customers

  • Constructive and diversified regulatory environment

    Rate structures for each company's electric and natural gas businesses have supportive regulatory mechanisms. No single jurisdiction will represent greater than 33% of the combined business

  • Increases growth rates and accretive to each company in first year following close

    The combined company supports a long-term target EPS growth rate of 5% to 7%, greater than both Black Hills and NorthWestern on a standalone basis

  • Strong and predictable cash flows

    The combination will provide more efficient access to capital, be credit-enhancing, support a high-quality credit profile, enhance the ability to invest in critical infrastructure, and enable a strong and growing dividend 

    Substantial benefits for all stakeholders

    The combined company's increased scale and business line diversity will result in a stronger, more resilient platform to safely, reliably, and cost-effectively meet customers' and communities’ rising energy needs and create new opportunities for employees

Pure-Play Utility Platform Across Eight Contiguous States

Regionally diverse, vertically integrated regulated electric and natural gas utility of scale

Black Hills
Gas Utility Service Territory
Electric Utility Service Territory
Black Hills HQ
NorthWestern
Gas Utility Service Territory
Electric Utility Service Territory
NorthWestern HQ
Black Hills
Gas Utility Service Territory
Electric Utility Service Territory
Black Hills HQ
NorthWestern
Gas Utility Service Territory
Electric Utility Service Territory
NorthWestern HQ
“We are excited to bring our two highly complementary companies together to create significant long-term value for customers, employees, shareholders, and the communities we serve. Our future success will be driven equally by the people, assets, and capabilities of both organizations. The combined company will have greater scale and financial strength to consistently deliver for customers across our service territories and invest at the pace and scale that today’s energy transformation demands. Our vision is to be the energy partner of choice for our customers, communities, and investors, and this merger will accelerate our ability to achieve this goal.”
Linn Evans
President & Chief Executive Officer, Black Hills
“Our merger with Black Hills will create a premier regional regulated utility company with a larger, more resilient platform consistent with mid-cap peers. Together, we will be better positioned to meet rising demand, accelerate investment in energy and grid infrastructure, and support customers and communities through a rapidly evolving energy landscape. NorthWestern and Black Hills are best-in-class operators, and we are confident that our closely aligned cultures and skilled workforces will enable us to successfully bring the companies together. We will remain a trusted energy partner to our customers and look forward to building a brighter future for the people, businesses, and communities we are privileged to serve.”
Brian Bird
President & Chief Executive Officer, northwesterN

Terms of the Transaction

Missouri and Yellowstone to merge in an all-stock, tax-free transaction

Yellowstone shareholders to receive fixed exchange ratio of 0.9800 shares of Missouri for each share of Yellowstone owned, representing a combined enterprise value of $XX and a pro forma market capitalization of approximately $X.X billion based on the closing stock prices of each company as of August XX, 2025

Missouri shareholders continue to hold same number of shares of the combined company that they hold of Missouri immediately prior to the closing of the transaction

Pro forma ownership

[56]% Missouri

[44]% Yellowstone

Transaction is expected to close in [12 to 15] months

Subject to customary closing conditions, clearance under the Hart-Scott Rodino Act, [approval from each company's shareholders, and regulatory approvals, including approval from commissions in the three states in which both companies operate (Montana, Nebraska, and South Dakota) and in Arkansas if required, as well as the the Federal Energy Regulatory Commission]

Combined company will be headquartered in Rapid City, South Dakota

Expected to have a new name and ticker symbol to be determined before transaction close

Black Hills and NorthWestern to combine in all-stock, tax-free merger

  • NorthWestern shareholders to receive fixed exchange ratio of 0.98 shares of Black Hills for each share of NorthWestern owned at close of the transaction
  • Black Hills shareholders continue to hold same number of shares of the combined company that they hold of Black Hills immediately prior to close of the transaction
  • Pro forma ownership: ~56% Black Hills / ~44% NorthWestern
  • Combined market cap > $7.8 billion

Leadership and Governance

[56]% Missouri

[44]% Yellowstone

  • Brian Bird, NorthWestern's CEO, will serve as Chief Executive Officer
  • Marne Jones, Black Hills' Senior Vice President and Chief Utility Officer, will serve as Chief Operating Officer
  • Crystal Lail, NorthWestern's Chief Financial Officer, will serve as Chief Financial Officer
  • Kimberly Nooney, Black Hills' Senior Vice President and Chief Financial Officer, will serve as Chief Integration Officer
  • 11-member Board of Directors: six designated by Black Hills; five designated by NorthWestern (including Brian Bird and Linda Sullivan, Chair of the NorthWestern board)
  • Steven Mills, Chair of the Black Hills Board, will be Chairman of combined board

Transaction is expected to close in 12 to 15 months

  • Subject to customary closing conditions, clearance under the Hart-Scott Rodino Act, approval from each company's shareholders, and regulatory approvals, including approval from commissions in the three states in which both companies operate (Montana, Nebraska, South Dakota) and in Arkansas if required, as well as the Federal Energy Regulatory Commission

Combined company will be headquartered in Rapid City, SD

  • Strong operational and leadership presence in all territories where
    combined company conducts business
  • New name and ticker symbol expected to be determined prior to close

Benefits for Customers and Communities

Greater scale and financial strength to make investments that support continued safe, reliable, cost-effective energy

Shared best practices, process improvements, complementary systems, and operational optimization to support continued investment and deliver long-term value

Customers will continue to be supported locally by existing strong teams

>$7 billion planned investments from 2025 to 2029 to support economic development by providing enhanced safety, reliability, and customer service to meet energy needs

Continued support for civic and philanthropic organizations, giving back through volunteering, and local community support across combined service area

Frequently Asked Questions

Benefits for Employees

Enhanced ability to retain, attract, develop employees

Attractive salaries and incentive programs as well as robust, comprehensive benefits programs

Dedicated employees serving customers and living in and giving back to our communities

Complementary teams with shared values - safety, respect, value creation, integrity, and community

Black Hills Corp. Contacts

Media

24-hour Media Assistance
888-242-3969

Investors

Sal Diaz
(605) 399-5079
investorrelations@blackhillscorp.com  

NorthWestern Energy Contacts

Media

Jo Dee Black
866-622-8081
jodee.black@northwestern.com

Investors

Travis Meyer
(605) 978-2967
travis.meyer@northwestern.com

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